<PAGE>                                                        
                                                   Exhibit 10(b)

                                
                  EQUIPMENT LEASING AGREEMENT
                                
                 dated as of September 8, 1998
                                
                            between

                     CCG TRUST CORPORATION,
                         as the Lessor
                                
                              and

               KANSAS CITY POWER & LIGHT COMPANY,
                         as the Lessee


THIS IS COUNTERPART NO. 2 OF 5 SERIALLY NUMBERED MANUALLY EXECUTED
COUNTERPARTS.  TO THE EXTENT, IF ANY, THAT THIS DOCUMENT CONSTITUTES
CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE, NO SECURITY
INTEREST IN THIS DOCUMENT MAY BE PERFECTED THROUGH THE POSSESSION
OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
                       
<PAGE>

                        
                        TABLE OF CONTENTS


     1.   Definitions; Construction. . . . . . . . . . . . . . .1

     2.   Agreement for Purchase and Lease of Equipment. . . . 10
          (a)  Purchase. . . . . . . . . . . . . . . . . . . . 10
          (b)  Lease . . . . . . . . . . . . . . . . . . . . . 10

     3.   Conditions Precedent . . . . . . . . . . . . . . . . 10

     4.   Delivery, Acceptance and Leasing of Equipment;
          Funding  . . . . . . . . . . . . . . . . . . . . . . 11
          (a)  Delivery, Acceptance and Leasing. . . . . . . . 11
          (b)  Funding . . . . . . . . . . . . . . . . . . . . 12
          (c)  Characterization. . . . . . . . . . . . . . . . 12

     5.   Term . . . . . . . . . . . . . . . . . . . . . . . . 12

     6.   Return of Equipment. . . . . . . . . . . . . . . . . 12

     7.   Basic Rent and Other Payments. . . . . . . . . . . . 14
          (a)  Basic Rent. . . . . . . . . . . . . . . . . . . 14
          (b)  Supplemental Payments . . . . . . . . . . . . . 15
          (c)  Method of Payment . . . . . . . . . . . . . . . 15

     8.   Net Lease. . . . . . . . . . . . . . . . . . . . . . 15

     9.   Use of Equipment; Compliance with Laws . . . . . . . 16

     10.  Maintenance and Repair of Equipment. . . . . . . . . 17

     11.  Replacements; Alterations: Modifications . . . . . . 17

     12.  Identification Marks; Inspection . . . . . . . . . . 18

     13.  Assignment and Subleasing; Quiet Enjoyment . . . . . 19
          (a)  By the Lessee . . . . . . . . . . . . . . . . . 19
          (b)  By the Lessor . . . . . . . . . . . . . . . . . 19
          (c)  Quiet Enjoyment . . . . . . . . . . . . . . . . 20

     14.  Liens. . . . . . . . . . . . . . . . . . . . . . . . 21

     15.  Loss, Damage or Destruction. . . . . . . . . . . . . 21

                                ii

<PAGE>

          (a)  Risk of Loss, Damage or Destruction . . . . . . 21
          (b)  Payment of Casualty Loss Value Upon an Event
               of Loss . . . . . . . . . . . . . . . . . . . . 21
          (c)  Substitution. . . . . . . . . . . . . . . . . . 22
          (d)  Application of Payments Not Relating to an
               Event of Loss . . . . . . . . . . . . . . . . . 23

     16.  Insurance. . . . . . . . . . . . . . . . . . . . . . 23

     17.  General Tax Indemnity. . . . . . . . . . . . . . . . 23

     18.  Indemnification. . . . . . . . . . . . . . . . . . . 27

     19.  No Warranties. . . . . . . . . . . . . . . . . . . . 29

     20.  Lessee's Representations and Warranties. . . . . . . 29

     21.  Events of Default. . . . . . . . . . . . . . . . . . 31

     22.  Remedies Upon Default. . . . . . . . . . . . . . . . 32

     23.  Lessor's Right to Perform for the Lessee . . . . . . 34

     24.  Late Charges . . . . . . . . . . . . . . . . . . . . 35

     25.  Further Assurances . . . . . . . . . . . . . . . . . 35

     26.  Notices. . . . . . . . . . . . . . . . . . . . . . . 35

     27.  Lessee's Renewal, Purchase and Sale Options. . . . . 35
          (a)  Lessee's Renewal Option . . . . . . . . . . . . 35
          (b)  Lessee's Purchase Option. . . . . . . . . . . . 36
          (c)  Third Party Sale of Equipment . . . . . . . . . 37
          (i)  Remarketing Obligations . . . . . . . . . . . . 37
          (ii) Sale of Equipment . . . . . . . . . . . . . . . 37

     28.  End-of-Term Rental Adjustment - Third Party Sale 
          of Equipment . . . . . . . . . . . . . . . . . . . . 38

     29.  Covenants of the Lessee. . . . . . . . . . . . . . . 38
          (a)  Financial Information . . . . . . . . . . . . . 38
          (b)  Mergers, etc. . . . . . . . . . . . . . . . . . 39
          (c)  ERISA . . . . . . . . . . . . . . . . . . . . . 39
          (d)  ERISA Information . . . . . . . . . . . . . . . 39
          (e)  ERISA Notice. . . . . . . . . . . . . . . . . . 40
          (f)  Litigation. . . . . . . . . . . . . . . . . . . 40

                                iii

<PAGE>


     30.  Payment of Transaction Expenses. . . . . . . . . . . 40

     31.  Owner for Income Tax Purposes. . . . . . . . . . . . 40

     32.  Governing Law; Waiver of Jury Trial; Submission 
          to Jurisdiction  . . . . . . . . . . . . . . . . . . 40

     33.  Miscellaneous. . . . . . . . . . . . . . . . . . . . 41

     34.  Registered Instrument. . . . . . . . . . . . . . . . 41

     SCHEDULE I -   NOTICE OF INFORMATION

     SCHEDULE II -  PRINCIPAL COMPONENT, UNAMORTIZED LEASE
                    BALANCE AND BASIC RENT PAYMENT

     SCHEDULE III - FORM OF PURCHASE AGREEMENT ASSIGNMENT

     EXHIBIT A -         FORM OF LEASE SUPPLEMENT

     EXHIBIT B -         FORM OF FUNDING NOTICE
     
                                iv

<PAGE>

                            EQUIPMENT LEASING AGREEMENT

          EQUIPMENT LEASING AGREEMENT dated as of September 8, 1998
     (herein, as amended and supplemented from time to time, called
     "this Lease"), between CCG Trust Corporation, a Barbados
     corporation (together with its successors and permitted assigns
     herein called the "Lessor"), having its principal place of
     business at #1 Chelston Park, Collymore Rock, St. Michael,
     Barbados, West Indies, and KANSAS CITY POWER & LIGHT COMPANY, a
     Missouri corporation (together with its successors and permitted
     assigns herein called the "Lessee"), having its principal place of
     business at 1201 Walnut Street, Kansas City, Missouri  64106.
     
          In consideration of the mutual covenants and agreements
     hereinafter set forth, the parties hereto agree as follows:
     
          1.   Definitions; Construction.
     
               (a)  Definitions.  Unless the context  otherwise
               requires, the following terms shall have the following
               meanings for all purposes of this Lease and shall be equally
               applicable to both the singular and the plural forms of the
               terms herein defined:
     
          "AAR" means the Association of American Railroads or any
     successor thereto.
     
          "Acceptance Date" for any Item of Equipment means the date
     on which the Lessee has unconditionally accepted such Item for
     lease hereunder, as evidenced by the Lessee's execution  and
     delivery of a Lease Supplement for such Item dated such date.
     
          "Acquisition Cost" of each Item of Equipment means an amount
     as reflected on Schedule II to the Lease Supplement equal to one-
     hundred one percent (101%) of the total cost paid by the Lessor to
     the Manufacturer for such Item.
     
          "Affected Party" means the Lessor or any of its successors
     and permitted assigns.
     
          "Affiliate" of any Person means any other Person directly or
     indirectly controlling, controlled by or under common control with
     such Person.  For purposes of this definition, "control"
     (including, with correlative meanings, the terms "controlled by"
     and "under common control with") shall mean the possession,
     directly or indirectly, of the power to direct or cause the
     direction of the management or policies of a Person, whether
     through the ownership of voting securities or by contract or
     otherwise.
     
          "After Tax Basis" means, with respect to any payment to be
     received, the amount of such payment increased so that, after
     deduction of the amount of all taxes required to be paid by the
     recipient (less any tax savings actually realized and the present
     value (discounted at the then-prevailing Applicable Rate) of any
     tax savings projected to be actually realized by the recipient as

                                1

     <PAGE>

     a result of, in the case of a cash basis taxpayer, the payment,
     or, in the case of an accrual taxpayer, the accrual of the amount
     in respect of which the indemnity payment is being made and in
     respect of the indemnity amount) with respect to the receipt or
     accrual by the recipient of such amounts, such increased payment
     (as so reduced) is equal to the payment otherwise required to be
     made.
     
          "Applicable Law" shall mean all applicable laws, statutes,
     treaties, rules, codes, ordinances, regulations, certificates,
     orders, interpretations, licenses and permits of any Governmental
     Authority (including the DOT, the FRA and the AAR Interchange
     Rules) and judgments, decrees, injunctions, writs, orders or like
     action of any court, arbitrator or other administrative, judicial
     or quasi-judicial tribunal or agency of competent jurisdiction.
     
          "Applicable Rate" means a per annum rate equal to 6.09% per
     annum (calculated on the basis of a 30-day month and a 360-day
     year). 
     
          "Appraisal" means, with respect to any Item, an appraisal of
     the Fair Market Sales Value of such Item.
     
          "Assignee" shall have the meaning given to such term in
     Section 13(b) hereof.
     
          "Basic Rent" means the rent payable for each Item of
     Equipment during (i) the Basic Term thereof pursuant to Section
     7(a) hereof and (ii) each Renewal Term thereof (if this Lease is
     renewed) pursuant to Section 27(a) hereof.
     
          "Basic Term" for each Item of Equipment means the period
     commencing on the Basic Term Commencement Date and ending on the
     first anniversary of such date unless extended by a Renewal Term
     or earlier terminated in accordance with the provisions hereof.
     
          "Basic Term Commencement Date" for each Item of Equipment
     means the Acceptance Date.
     
          "Business Day" means any day other than a day on which
     banking institutions in the State of New York, Barbados, West
     Indies, or the State of Missouri are authorized or required by law
     to close.
     
          "Casualty Loss Value" with respect to any Item of Equipment
     as of the Casualty Loss Value Payment Date with respect to such
     Item means an amount determined by multiplying the Acquisition
     Cost of such Item of Equipment by the percentage set forth
     opposite such Casualty Loss Value Payment Date on Schedule I
     attached to the Lease Supplement for such Item.
     
          "Casualty Loss Value Payment Date" with respect to any Item
     of Equipment shall mean the earlier of (i) the day that is 90 days
     after the date of the Event of Loss applicable to such Item or
     (ii) the Rent Payment Date next following the date of the Event of
     Loss applicable to such Item (or the last day of the Term, if
     sooner) and shall be as set forth in the Schedule of Casualty Loss

                                2

<PAGE>

     Values attached to the Lease Supplement for such Item but in no
     event shall the Casualty Loss Value Payment date be sooner than
     the first to occur of (a) receipt of the insurance proceeds or (b)
     45 days after the date of the Event of Loss.
     
          "Change in Withholding Tax Law" means (A) the enactment of
     any amendment to the Code or the enactment of any other United
     States Federal statute relating to Federal income tax regarding
     withholding requirements for interest paid to non-United States
     entities, (B) the adoption of any regulation to the Code, or any
     amendment of any regulation to the Code, in temporary or final
     form (that is, in a form that is effective) regarding withholding
     requirements for interest paid to non-United States entities,
     (C) the entry into force of any new income tax convention to which
     the United States is a party or any amendment or supplement to, or
     revocation of, any income tax convention to which the United
     States is a party regarding withholding requirements for interest
     paid to non-United States entities.
     
          "Closing Date" means the date of the execution and delivery
     of this Lease by the parties hereto.
     
          "Code" means the Internal Revenue Code of 1986, as the same
     may be amended from time to time, or any comparable successor law.
     
          "Commitment Amount" means $12,710,071.20 plus the amounts
     described in the definition of Transaction Expenses in an
     aggregate maximum amount not to exceed that Maximum Acquisition
     Cost.
     
          "Default" means any condition or event that after notice or
     lapse of time or both would constitute an Event of Default.  
     
          "Disclosure Documents" means the Lessee's (i) Annual Report
     on Form 10-K for the year ended December 31, 1997, and
     (ii) Quarterly Report on Form 10-Q for the quarter ended June 30,
     1998.
     
          "DOT" means the U.S. Department of Transportation or any
     successor thereto.
     
          "Equipment" means the Freight Car Services, Inc. aluminum
     gondola railcars of the type(s) described on each consecutively
     numbered Lease Supplement and leased or to be leased by the Lessor
     to the Lessee hereunder, together with any and all accessions,
     additions, improvements, appliances, parts, instruments,
     appurtenances, accessories, furnishings, replacements and other
     equipment of whatever nature from time to time incorporated or
     installed therein which are or become the property of the Lessor
     pursuant to the terms of this Lease.
     
          "Equipment Documents" means the disclosure materials related
     to the description and specifications of the Equipment, as such
     documents may be amended or supplemented from time
                                
                                3
     
<PAGE>

     to time provided to the Lessor by the Lessee, and identified as such
     by the parties hereto on the Closing Date.
     
          "Estimated Residual Value" for any Item of Equipment means
     the amount obtained by multiplying (a) the percentage set forth in
     the Lease Supplement for such Item under the caption "Estimated
     Residual Value Percentage" applicable to the Basic Term or Renewal
     Term then ending, by (b) the Acquisition Cost for such Item.
     
          "Event of Default" means any of the events referred to in
     Section 21 hereof.
     
          "Event of Loss" with respect to any Item of Equipment means
     (except as caused by the Lessor's gross negligence or willful
     misconduct, other than any such negligence or misconduct as may be
     imputed to Lessor solely by reason of its interest in the
     Equipment) (i) the permanent loss of such Item of Equipment,
     (ii) unless the Lessee has irrevocably exercised its purchase
     option as to that Item under Section 27(b) hereof or the Lessee
     has irrevocably exercised its sale option as to that Item under
     Section 27(c) hereof, the loss of the use of such Item of
     Equipment due to theft or disappearance for a period in excess of
     90 days or the remainder of the then applicable Term, whichever is
     less, (iii) the destruction, the determination that such Item of
     Equipment is damaged beyond repair, or rendition of such Item of
     Equipment permanently unfit for normal use for any reason
     whatsoever, (iv) the condemnation, confiscation, seizure, or
     requisition of title to such Item of Equipment by any Governmental
     Authority under the power of eminent domain or otherwise, (v) the
     confiscation, condemnation, seizure of or requisition of use of
     such Item of Equipment by any Governmental Authority other than
     the United States (which shall only be an Event of Loss if
     continuing at the end of the then-applicable Term) for a period in
     excess of 360 days (or the remainder of the then-applicable Term,
     whichever is less), (vi) the use of such Item of Equipment shall
     have been prohibited in interstate commerce for a continuous
     period in excess of the lesser of 360 days or the balance of the
     then-applicable Term as a result of any rule, regulation or order
     of, or other action by, the U.S. government or any agency or
     instrumentality thereof or (vii) damage to such Item or any part
     thereof or any other event that results in an insurance settlement
     on the basis of a total loss or constructive or compromised total
     loss.
     
          "Expenses" shall mean liabilities, obligations, losses
     (excluding loss of anticipated profits, provided that such
     exclusion shall not affect Lessor's right to any Make Whole Amount
     required to be paid under this Lease), damages, claims, actions,
     suits, judgments, fees, charges (including demurrage charges),
     penalties and costs, expenses and disbursements (including
     reasonable out-of-pocket legal fees and expenses) of any kind and
     nature whatsoever.
     
          "Fair Market Sales Value" means, with respect to any Item,
     the amount that would be paid in cash in an arm's-length
     transaction between an informed and willing purchaser and an
     informed and willing seller, neither of whom is under any
     compulsion to purchase or sell, respectively, for the ownership of
     such Item based on the actual condition of such Item.
     
          "FRA" means the Federal Railroad Administration or any
     successor thereto.  
     
                                4

<PAGE>

          "Funding" means the payment of  the aggregate Acquisition
     Cost for all Items of Equipment covered by the initial Lease
     Supplement.
     
          "Funding Date" means the date on which the Funding occurs.
     
          "Funding Notice" is defined in Section 4(b) hereof.
     
          "Governmental Authority" shall mean any Federal, state,
     county, municipal or regional governmental authority, agency,
     board, body, instrumentality or court (including the DOT and 
     AAR).
     
          "[I]ncluding" means including, without limitation.
     
          "Indemnified Party" is defined in Section 18 hereof.
     
          "Internal Revenue Service" means the United States Internal
     Revenue Service or any Successor agency or regulatory authority.
     
          "Item of Equipment  or "Item" means one of the units of
     Equipment more specifically described in a Lease Supplement and
     leased to the Lessee hereunder, together with the related
     appurtenances, additions, improvements, equipment and replacements
     thereto.
     
          "Lease Supplement" means a Lease Supplement substantially in
     the form attached hereto as Exhibit A, to be executed by the
     Lessor and the Lessee with respect to the Items of Equipment
     covered thereby as provided in Section 4 hereof, evidencing that
     each such Item is leased hereunder.
     
          "Lessee" is defined in the preamble of this Lease.
     
          "Lessor" is defined in the preamble of this Lease.
     
          "Lien" means liens, mortgages, encumbrances, pledges,
     claims, leases, charges and security interests of any kind.
     
          "Make Whole Amount" means, as of the date of any purchase
     option pursuant to Section 27(b) hereof, the excess, if any, of
     (i) the present value, as of such date of purchase, of the
     remaining Principal Components and Interest Components with
     respect to such Item that, but for such purchase, would have been
     payable under this Lease on the Rent Payment Dates after such
     purchase over (ii) the purchase aggregate Unamortized Lease
     Balance remaining to be paid under this Lease with respect to such
     item.  Such present value shall be determined by discounting the
     amounts of such installments semi-annually from their respective
     payment dates to the date of purchase at a rate equal to the
     Treasury Rate (as defined below) plus 0.50% per annum.  "Treasury
     Rate" with respect to the Make Whole Amount means the weekly
     average of the yield 
     
                                5
<PAGE>

     on a hypothetical United States Treasury
     security with a constant maturity matching the remaining average
     life to maturity of such Principal Component.  The hypothetical
     Treasury security is to be derived by referring to the most
     recently available information (by not more than ten (10) nor less
     than five (5) Business Days preceding the date of the purchase)
     contained in the Federal Reserve Board's Statistical Release
     H.15 (519) (or its successor publication).  If there is a Treasury
     constant maturity listed in said Federal Reserve Release H.
     15 (519) with a maturity equal to the then-remaining average life
     to maturity of such Principal Component then the yield on such
     Treasury security shall be the Treasury Rate.  If no such Treasury
     constant maturity exists, then the weekly average yield on such
     Treasury security shall be linearly interpolated from the weekly
     average yields on (a) the Treasury security with constant maturity
     closest to and greater than the then-remaining average life to
     maturity of such Principal Component and (b) the Treasury security
     with a constant maturity closest to and less than the
     then-remaining average life to maturity of such Principal
     Component.  If there shall be no Treasury security with a constant
     maturity less than the then-remaining average life to maturity on
     such Principal Component, then the Treasury Rate shall mean the
     weekly average yield on the Treasury security with the shortest
     Treasury constant maturity.  If said Federal Reserve Release
     H.15 (519) or a successor publication refers to no applicable
     yield on Treasury securities, then the Treasury Rate shall be
     determined in any manner mutually acceptable to the Lessor and the
     Lessee.
     
          "Manufacturer" means, with respect to each Item of
     Equipment, the manufacturer or supplier thereof specified in the
     Lease Supplement with respect to such Item.
     
          "Maximum Acquisition Cost" means $12,837,171.91.
     
          "Maximum Lessee Risk Amount" for any Item of Equipment shall
     mean the percentage set forth in the Lease Supplement for such
     Item under the caption "Maximum Lessee Risk Percentage" applicable
     to the Basic Term or any Renewal Term then ending, multiplied by
     the Acquisition Cost for such Item.
     
          "Maximum Lessor Risk Amount" for any Item of Equipment shall
     mean the percentage set forth in the Lease Supplement for such
     Item under the caption "Maximum Lessor Risk Percentage" applicable
     to the Basic Term or any Renewal Term then ending, multiplied by
     the Acquisition Cost for such Item.
     
          "Maximum Term" for each Item of Equipment shall mean the
     twentieth anniversary of the Closing Date.
     
          "Multiemployer Plan" shall have the meaning assigned to the
     term "multiemployer plan" in Section 3(37) of ERISA.
     
          "Net Proceeds of Sale" is defined in Section 28.
     
          "1935 Act" means the Public Utility Holding Company Act of
     1935, as amended.
               
                                6

<PAGE>

               "Permitted Liens" shall mean:
     
               (a)(i)    any rights in favor of the Lessor or any
               Assignee under the Lease and the related documents and (ii)
               any rights of any Persons entitled to use of the Equipment
               in accordance with this Lease;
     
               (b)  any Lien on the Lessee's rights in this Lease
               and Lessee's interest in the Equipment contained in
               mortgages granted by the Lessee which cover after acquired
               property of the Lessee and which otherwise subject all or
               substantially all of the Lessee's assets to such mortgage,
               provided that any such Lien on the Equipment is subordinate
               to and does not adversely affect Lessor's interest in the
               Equipment under this Lease, and in connection therewith
               Lessee warrants that no one other than Lessor has made any
               filing with the Surface Transportation Board or the
               Interstate Commerce Commission covering any of the Equipment
               subject to this Lease (except for Freight Car Services, Inc.
               whose filing is being  terminated contemporaneously
               herewith), and in the event that the mortgagee under any of
               Lessee's mortgages claims that it has an interest in such
               Equipment which is superior to Lessor's interest therein,
               such claim shall constitute an Event of Default under
               Section 21(c) of this Lease;
     
               (c)  any Lien (including Liens of landlords,
               carriers, warehousemen, mechanics or materialmen) in favor
               of any Person securing payment of the price of goods or
               services provided in the ordinary course of business for
               amounts the payment of which is not overdue or is being
               contested in good faith by appropriate proceedings
               diligently prosecuted so long as such proceedings do not
               involve any material risk of the sale, forfeiture or loss of
               one or more Items of Equipment or any part thereof and such
               proceedings do not involve any material risk of civil
               lability to Lessor or any risk of criminal liability to
               Lessor (other than minor fines which do not adversely affect
               Lessor);
     
               (d)  any Lien arising out of any act of, or any
               failure to act by, or any claim (including any claim for
               taxes) against, the Lessor, any Assignee or any of their
               Affiliates which is either not required to be indemnified by
               Lessee under this Lease or unrelated to the transactions
               contemplated by this Lease or any Lien arising out of any
               breach by the Lessor, any Assignee or any of their
               Affiliates of their obligations under this Lease or any
               related documents;
     
               (e)  any Lien for taxes, assessments or other
               governmental charges which are not delinquent or the
               validity of which is being contested in good faith by
               appropriate proceedings diligently prosecuted so long as
               such proceedings do not involve any material risk of the
               sale, forfeiture or loss of one or more Items of Equipment
               or any part thereof and such proceedings do not involve any
               material risk of civil liability to Lessor or any risk of
               criminal liability to Lessor (other than minor fines which
               do not adversely affect Lessor); and
     
                                        7

<PAGE>

               (f)  attachments, judgments and other similar Liens
               arising in connection with court proceedings, provided that
               within ninety (90) days of the attachment thereof (or
               fifteen (15) days prior to any execution or sale pursuant
               thereto), the execution or other enforcement of such Liens
               is effectively stayed and the claims secured thereby are
               being contested in good faith and by appropriate proceedings
               so long as such proceedings do not involve any material risk
               of the sale, forfeiture or loss of one or more Items of
               Equipment or any part thereof and such proceedings do not
               involve any material risk of civil liability to Lessor or
               any risk of criminal liability to Lessor (other than minor
               fines which do not adversely affect Lessor).
     
          "Person" means any individual, corporation, limited
     liability company, partnership, joint venture, association, joint
     stock company, trust, trustee(s) of a trust, unincorporated
     organization, or Governmental Authority.
     
          "Plan" shall mean (a) with respect to the Lessee, any plan
     described in Section 3(3) of ERISA under which the Lessee or any
     ERISA Affiliate of the Lessee has any liability, and (b) with
     respect to any other person, any employee benefit plan or other
     plan established or maintained by such person for the benefit of
     such person's employees and to which Title IV of ERISA applies.
     
          "Remarketing Period" shall have the meaning given to such
     term in Section 27(c) hereof.
     
          "Renewal Term" for any Item of  Equipment, means each one
     year period (not to exceed nineteen consecutive one year periods)
     following the end of the Basic Term for such Item with respect to
     which the Lessee has the option to renew this Lease pursuant to
     Section 27(a) hereof.  Notwithstanding anything to the contrary
     which may be contained in this Lease, the Basic Term of this Lease
     with respect to any Item of Equipment shall in no event exceed the
     Maximum Term.  
     
          "Rent Payment Date" shall mean March 8, 1999, and each
     six-month anniversary of such date through the Term of the Lease.  
     
          "Rental Period" for each Item of Equipment means
     (i) initially, the period commencing on the Funding Date for the
     applicable Lease Supplement and ending on the immediately
     succeeding Rent Payment Date and (ii) thereafter, each period
     beginning on the first day after the last day of the preceding
     Rental Period and ending on the next succeeding Rent Payment Date. 

          "Responsible Officer" means, with respect to the subject
     matter of  any covenant, agreement or obligation of any Person
     contained herein in the related transaction documents, the
     President, any Vice President, the Chief Financial Officer or the
     Treasurer who, in the normal performance of such person's
     operational responsibility, would have knowledge of such matter
     and the requirements with respect thereto.  
     
          "SEC" means the United States Securities and Exchange
     Commission or any successor agency or regulatory authority.  
     
                                8

<PAGE>

          "Supplemental Payments" means without duplication all
     amounts, liabilities and obligations which the Lessee assumes or
     agrees to pay hereunder to the Lessor or others, including
     payments of Casualty Loss Value and any indemnities that may
     become payable by the Lessee hereunder, but excluding Basic Rent.  
     
          "Tax Indemnitee" is defined in Section 17 hereof.
     
          "Term" means the full term of this Lease with respect to any
     Item of Equipment, including the Basic Term and each Renewal Term
     (if any).
     
          "Termination Date" for any Item of Equipment, means the last
     day of the Basic Term of such  Item, or if  the Term of such Item
     has been renewed pursuant to Section 27(a) or 27(d), the last day
     of the Renewal Term of such Item.  
     
          "Transaction Expenses" means all costs and expenses incurred
     in connection with the preparation, execution and delivery of this
     Lease and the transaction documents and the transactions
     contemplated thereby including: 
     
               (a)  the reasonable fees, out-of-pocket expenses and
               disbursements of any law firm or other external counsel of
               the Lessor in connection with the negotiation and
               documentation of this Lease and the transactions
               contemplated hereby; and
     
               (b)  any and all taxes and fees incurred in
               recording, registering or filing this Lease, any Lease
               Supplement or any other transaction document, any deed,
               declaration, mortgage, security agreement, notice or
               financing statement with any public office, registry or
               governmental agency in connection with the transactions
               contemplated by the transaction documents.
     
          "Unamortized Lease Balance" means the sum reflected on
     Schedule II to this Lease for the relevant date of determination.  
     
          "Western Resources Merger Transaction" means, collectively,
     the mergers and related transactions contemplated by the Amended
     and Restated Plan of Merger, dated as of March 18, 1998, by and
     among Western Resources, Inc., Kansas Gas & Electric Company, NKC,
     Inc. and the Borrower.
     
               (b)  Construction.  The words "this Lease", "herein",
               "hereunder", "hereof" or other like words mean this
               Equipment Leasing Agreement (including each schedule,
               exhibit, and other attachment), as from time to time
               supplemented and amended.  
     
                                9

<PAGE>

          2.   Agreement for Purchase and Lease of Equipment.
     
               (a)  Purchase.  Subject to the terms and conditions
               of this Lease, on the Funding Date the Lessor shall purchase
               the Items of Equipment listed on the initial Lease
               Supplement for the aggregate Acquisition Cost specified in
               such Lease Supplement.  The Lessor will pay the invoiced
               cost of the Equipment to the Manufacturer and the remainder
               of the Acquisition Cost to the Persons entitled to such
               payments as part of Transaction Expenses by wire transfer of
               immediately available funds to such account in the United
               States as designated in writing to the Lessor at least two
               Business Days prior to the Funding Date.  
     
               (b)  Lease.  Subject to, and upon all of the terms
               and conditions of this Lease, the Lessor hereby agrees to
               lease to the Lessee and the Lessee hereby agrees to lease
               from the Lessor each Item of Equipment listed on a Lease
               Supplement for the Term with respect to such Item.  Provided
               that no Event of Default has occurred and is continuing
               hereunder, neither the Lessor or any Assignee, nor anyone
               claiming through or under the Lessor or any Assignee, shall
               cause or allow any Lien attributable to it to exist or arise
               against any of the Equipment (except for Permitted Liens
               (other than those described in (d) of the definition of
               Permitted Liens) and Liens which are required to be removed
               by Lessee under the terms of this Lease) or interfere with
               the Lessee's quiet enjoyment and use of any Item of
               Equipment by the Lessee (or any permitted transferee from
               the Lessee) during the Term therefor, except as otherwise
               expressly permitted hereunder.  
     
          3.   Conditions Precedent.  The Lessor shall have no
     obligation to purchase any Item of Equipment nor to lease the same
     to the Lessee unless each of the following conditions are
     fulfilled to the satisfaction of the Lessor on or prior to the
     Funding Date: 
     
               (a)  this Lease shall have been executed and
               delivered by the parties hereto, and no Default or Event of
               Default shall have occurred and be continuing; 
     
               (b)  no material adverse change in the financial
               condition of  the Lessee which, in the Lessor's reasonable
               opinion, would impair the ability of the Lessee to pay and
               perform its obligations under this Lease has occurred,
               except as expressly contemplated and disclosed under the
               Disclosure Documents, since the date of the Disclosure
               Documents; 
     
               (c)  such Item of Equipment shall be free from all
               damage and be acceptable to the Lessor, and free and clear
               of all Liens, other than any Permitted Lien; 
     
               (d)  [Intentionally Omitted];
     
               (e)  after giving effect to such purchase, the
               aggregate Acquisition Cost of all Equipment subject to this
               Lease shall not exceed the Maximum Acquisition Cost;
     
                                10

<PAGE>

               (f)  the Lessor shall have received an invoice or a
               bill of sale for such Item of Equipment from the
               Manufacturer thereof, approved for payment by the Lessee,
               showing the Lessor as the purchaser of such Item; 
     
               (g)  the Lessor shall have received a Lease
               Supplement for such Item, duly executed by the Lessee, and
               dated the Acceptance Date for such Item; 
     
               (h)  a memorandum of this Lease and the Lease
               Supplement covering such Item, shall have been duly filed
               with the Surface Transportation Board of the DOT and Uniform
               Commercial Code financing statements covering such Item in
               form and substance satisfactory to Lessor shall have been
               filed in such jurisdictions as may be necessary or
               appropriate; 
     
               (i)  the Lessor shall have received a copy of
               resolutions of the Lessee's board of directors authorizing
               the execution, delivery and performance by the Lessee of
               this Lease; 
     
               (j)  the Lessor shall have received a fully executed
               Funding Notice with respect to the initial Lease Supplement;
               
     
               (k)  if the Funding Date does not occur on the date
               hereof, the Lessor shall have received a certificate from
               the Lessee (executed on its behalf by a Responsible Officer
               of the Lessee) to the effect that the representations and
               warranties of the Lessee contained herein shall be true and
               correct on and as of the Funding Date with the same effect
               as though made on and as of the Funding Date; 
     
               (l)  the Lessor shall have received certificates of
               insurance, loss payable endorsements and other evidence that
               the Lessee has complied with the provisions of Section 16;
               and
     
               (m)  the Lessee and the Lessor shall have executed
               and delivered the Purchase Agreement Assignment in
               substantially the form of Schedule III hereto.
     
          4.   Delivery, Acceptance and Leasing of Equipment;
     Funding.
     
               (a)  Delivery, Acceptance and Leasing.  The Lessor
               shall not be liable to the Lessee for any failure or delay
               in obtaining any Item of Equipment or making delivery
               thereof.  Forthwith upon delivery of each Item of Equipment
               to the Lessee, the Lessee or its agents will promptly
               inspect such Item, and unless the Lessee gives the Lessor
               prompt written notice of any defect in or other proper
               objection to such Item, the Lessee shall promptly upon
               completion of such inspection execute and deliver to the
               Lessor a Lease Supplement for such Item, dated the
               Acceptance Date of such Item.  The execution by the
               
                                        11

<PAGE>

               Lessor and the Lessee of a Lease Supplement for an Item of
               Equipment shall (a) evidence that such Item is leased under,
               and is subject to all of the terms, provisions and
               conditions of, this Lease, and (b) constitute the Lessee's
               unconditional acceptance of such Item for all purposes of
               this Lease.
     
               (b)  Funding.  The Funding shall be made on notice
               from the Lessee to the Lessor received by the Lessor not
               later than two Business Days prior to the proposed Funding
               Date; provided, however, that (i) the Funding shall be for
               an aggregate Acquisition Cost equal to the Commitment Amount
               with respect to the initial Lease Supplement or such lesser
               amount which shall be acceptable to the Lessee and the
               Lessor, and (ii) the aggregate of all Acquisition Costs paid
               for by the Lessor, after giving effect to the Funding, shall
               not exceed the Maximum Acquisition Cost.  The notice of
               Funding shall be in the form of Exhibit B (each a "Funding
               Notice"), and shall specify the date of the proposed
               Funding, the aggregate Acquisition Cost for the Items
               covered by the initial Lease Supplement (including
               Transaction Expenses) to be funded on such date and the list
               of Equipment to be funded by the Lessor on such date, and
               shall be accompanied by the Manufacturer's invoices and/or
               bills of sale for the Equipment to be funded.  
     
               (c)  Characterization.  As further described herein,
               the Lessee and the Lessor hereby agree to treat the
               arrangement created pursuant to this Lease as a financing or
               conditional sale for Federal income tax purposes.  
     
          5.   Term.  The Basic Term for each Item of Equipment shall
     commence on the Basic Term Commencement Date thereof and, unless
     this Lease is sooner terminated with respect to such Item (or all
     Equipment) pursuant to the provisions hereof, shall end on the
     last day of the Basic Term thereof, as specified in the applicable
     Lease Supplement, or if this Lease is renewed with respect to such
     Item pursuant to Section 27(a) hereof, on the last day of the last
     Renewal Term thereof or if this Lease is extended with respect to
     such Item pursuant to Section 27(d) hereof, for one or more
     Additional Terms as specified therein.  
     
          6.   Return of Equipment.  Upon the expiration or earlier
     termination of the Term with respect to each Item of Equipment
     (unless the Lessee has exercised its purchase option with respect
     thereto pursuant to Section 27(b) hereof or a third party sale
     thereof has been consummated on the Termination Date with respect
     thereto pursuant to Section 27(c) hereof), the Lessee will, at its
     expense, surrender and deliver possession of each Item of
     Equipment to the Lessor or the Lessor's agent on the Termination
     Date at such location(s) in the continental United States, no
     greater than fifty (50) miles from Kansas City, Missouri or in
     route between Lessee's facilities and the Powder River Basin in
     Wyoming as shall be designated by the Lessor (not to exceed two
     (2) locations) in writing at least sixty (60) days prior to the
     termination or expiration of the applicable Term or in the absence
     of such designation, at the then location of each such Item.  At
     the time of such return to the Lessor, each Item of Equipment (and
     each part or component thereof) shall:
     
                                12

<PAGE>

               (a)  be in as good condition, state of repair, and
               appearance as when delivered to the Lessee hereunder,
               ordinary wear and tear excepted, and not in immediate need
               of any further repair or reconditioning, 
     
               (b)  comply with all laws and rules referred to  in
               Sections 9 and 10 hereof, shall have been maintained in
               accordance with the terms of this Lease (and all
               modifications or alterations of such Equipment that were
               undertaken prior to the Termination Date shall have been
               fully accomplished and completed), and no Default or Event
               of Default shall have occurred and be continuing hereunder, 
     
               (c)  conform to and comply with all applicable
               Governmental Authority (including DOT and FRA) safety rules
               and regulations (without exemption, waiver or deferment), 
     
               (d)  be suitable for interchange under the rules and
               regulations of the AAR and FRA, to the extent the Equipment
               was originally designed and approved, provided that the
               Lessee shall not be required to make any modifications which
               would not be required of the Lessee if the Lessee were to
               continue to operate the Equipment, 
     
               (e)(i)     have attached or  affixed thereto any
               addition, modification or improvement considered an
               accession thereto as provided in Section 11 hereof,
               (ii) have removed therefrom in a workmanlike manner if so
               requested by the Lessor or any Assignee at the Lessee's
               expense any addition, modification or improvement which, as
               provided in Section 11 hereof, is owned by the Lessee, and
               (iii) have removed therefrom, or painted over, in either
               case in a workmanlike manner, any insignia or marking
               permitted pursuant to Section 12 hereof, 
     
               (f)  be suitable for hauling coal, 
     
               (g)  be free from all material accumulations or
               deposits from commodities transported in or on it while in
               the service of the Lessee and be free of corrosion, ordinary
               wear and tear excepted, 
     
               (h)  shall not have any missing or damaged parts or
               any structural or mechanical damage on any surface or
               device, ordinary wear and tear excepted, and 
     
               (i)  be free and clear of all Liens, other than the
               Permitted Liens specified in clause (a)(i) or clause (d) of
               the definition thereof.  
     
          The Lessee shall pay for any repairs necessary to restore
     any Item of Equipment to the condition required by this Lease.  
     
                                13

<PAGE>

          For the purpose of delivering possession of any Items of
     Equipment as above required, the Lessee shall at its own cost,
     expense and risk: 
     
                    (i)  forthwith and in the usual manner (including, to
                         the extent legally required by Applicable Law,
                         to protect the Lessor's or any Assignee's
                         interest in the Items of Equipment) give prompt
                         electronic and written notice to all railroads
                         to which any Items of Equipment have been
                         interchanged or which may have possession
                         thereof to return the Items of Equipment and
                         place such Items of Equipment upon such storage
                         tracks along the rail routes then used by the
                         Lessee in the ordinary usage of the Equipment as
                         the Lessor reasonably may designate; 
     
                    (ii) if requested by Lessor, cause such Items of
                         Equipment to be stored on such tracks at the
                         risk of the Lessee without charge to the Lessor
                         or any Assignee for insurance, rent or storage
                         until all such Items of Equipment have been
                         sold, leased or otherwise disposed of by the
                         Lessor for a period not to exceed thirty (30)
                         days after the Termination Date; and 
     
                  (iii)  deliver to the Lessor, if requested, all manuals
                         and inspection, modification, overhaul and
                         maintenance records applicable to such Items of
                         Equipment (which records may exclude the cost of
                         repairs, maintenance, modifications and
                         overhauls).  
     
          During any storage period, the Lessee will maintain and keep
     the Items of Equipment in the manner set forth in Section 10
     hereof and permit the Lessor or any Person designated by it,
     including the authorized representative or representatives of any
     prospective purchaser, lessee or other user of  any Items of
     Equipment, to inspect the same during normal business hours at
     such inspector's own risk, cost and expense.  
     
          Until the Equipment has been returned to the Lessor in the
     condition and as otherwise provided in this Section 6 hereof,
     purchased under Section 27(b) hereof or sold under Section 27(c)
     hereof, the Lessee shall continue to pay the Lessor rent at a per
     diem rate equal to the daily equivalent of the Basic Rent that was
     payable on the last Rent Payment Date until such Items of
     Equipment are returned to the Lessor; provided that during such
     holdover period, the Lessee shall use its best efforts to secure
     the return of the Equipment as required under this Section 6. 
     Lessee shall pay all rent payable pursuant to this Section 6 on a
     monthly basis, with all amounts being paid within thirty (30) days
     after all Items of Equipment have been returned to Lessor in
     accordance with this Section 6, in each case after Lessee has
     received from Lessor an invoice for such amount.  The provision
     for payment pursuant to this Section 6 shall not be in abrogation
     of the Lessor's right under this Section 6 to have such Equipment
     returned to it hereunder.  
     
                                14

<PAGE>

          7.   Basic Rent and Other Payments.
     
               (a)  Basic Rent.  The Lessee hereby agrees to pay to
               the Lessor Basic Rent semi-annually, in arrears, for each
               Item of Equipment during the Basic Term thereof on each Rent
               Payment Date during the Basic Term in the respective amounts
               set forth opposite such Rent Payment Date on Schedule II
               hereto.
     
               (b)  Supplemental Payments.  The Lessee also agrees
               to pay to the Lessor, or to whomsoever shall be entitled
               thereto as expressly provided herein, all Supplemental
               Payments, promptly as the same shall become due and owing,
               and in the event of any failure on the part of the Lessee so
               to pay any such Supplemental Payment hereunder, the Lessor
               shall (except as otherwise specified herein) have all
               rights, powers and remedies provided for herein or by law or
               equity or otherwise in the case of nonpayment of Basic Rent. 
               
               (c)  Method of Payment.  All payments of  Basic Rent
               and Supplemental Payments required to be made by the Lessee
               to the Lessor shall be made by wire transfer of immediately
               available funds no later than 12:00 noon, New York time, to
               such account of the Lessor as specified on Schedule I hereto
               (or such other account as Lessor may hereafter designate in
               writing to Lessee).  If the date that any payment of Basic
               Rent is due is other than a Business Day, the payment of
               Basic Rent otherwise payable on such date shall be payable
               on the next succeeding Business Day with no adjustment to
               the payment amount.  In the event of any assignment to an
               Assignee pursuant to Section 13(b) hereof in accordance with
               Section 34, all payments which are assigned to such
               Assignee, whether Basic Rent, Supplemental Payments or
               otherwise, shall be paid by wire transfer of immediately
               available funds to an account designated by the Person
               entitled to receipt thereof.  
     
          8.   Net Lease.  This Lease is a net lease.  Except as may
     otherwise be provided for in this Lease, the Lessee acknowledges
     and agrees that the Lessee's obligations to pay Basic Rent for all
     Equipment leased hereunder, and to pay all Supplemental Payments
     payable hereunder shall be unconditional and irrevocable under any
     and all circumstances, shall not be subject to cancellation,
     termination, modification or repudiation by the Lessee, and shall
     be paid and performed by the Lessee without notice or demand and
     without any abatement, reduction, diminution, setoff, or
     recoupment whatsoever, including any abatement, reduction,
     diminution, setoff, or recoupment due or alleged to be due to, or
     by reason of, any past, present or future claims which the Lessee
     may have against the Lessor, any Assignee, any Manufacturer of the
     Equipment or any Item thereof, or any other Person for any reason
     whatsoever, or any defect in the Equipment or any Item thereof, or
     the condition, design, operation or fitness for use thereof, any
     damage to, or any loss or destruction of, the Equipment or any
     Item thereof, or any Liens or rights of others with respect to the
     Equipment or any Item thereof, or any prohibition or interruption
     of or other restriction against the Lessee's use, operation or
     possession of the Equipment or any Item thereof, for any reason
     whatsoever, or any interference with such use, 
     
                                15

<PAGE>

     operation or possession by any Person or entity, or any default by the
     Lessor in the performance of any of its obligations herein contained,
     or any other indebtedness or liability, howsoever and whenever
     arising, of the Lessor, or of any Assignee, or of the Lessee to
     any other Person, or by reason of insolvency, bankruptcy or
     similar proceedings by or against the Lessor, any Assignee or the
     Lessee, or for any other reason whatsoever, whether similar or
     dissimilar to any of the foregoing, any present or future law to
     the contrary notwithstanding; it being the intention of the
     parties hereto that all Basic Rent and Supplemental Payments
     payable by the Lessee hereunder shall continue to be payable in
     all events and in the manner and at the times herein provided,
     without notice or demand, unless the obligation to pay the same
     shall be terminated pursuant to the express provisions of this
     Lease.  However, nothing in this Section 8 shall prevent the
     Lessee from separately pursuing any rights it might have against
     the Lessor or any other Person.  Notwithstanding the foregoing,
     this Lease is intended to and shall be construed as an operating
     lease for financial accounting purposes.  If this Lease is
     determined not to be a true lease for purposes of the Uniform
     Commercial Code, Lessee's interest in the Equipment shall serve as
     security for the obligations of  the Lessee hereunder.
     
          9.   Use of Equipment; Compliance with Laws.  The Lessee
     agrees that the Equipment will be used and operated solely in the
     conduct of its business or as otherwise provided by Section 13(a)
     hereof and in compliance with any and all applicable insurance
     policy terms, conditions, and provisions for the insurance
     required by Section 16 hereof and with all Applicable Laws of any
     Governmental Authority applicable to the use and operation of the
     Equipment, including the AAR Interchange Rules, the rules and
     regulations of the FRA, the DOT and the Surface Transportation
     Board, and environmental, noise and pollution laws (including
     notifications and reports); provided, however, that the Lessee
     shall not be obligated to so comply with laws, rules or
     regulations (i) whose application or validity is being contested
     diligently and in good faith by appropriate proceedings, so long
     as such proceedings do not involve any material risk of the sale,
     forfeiture or loss of one or more Items of Equipment or any part
     thereof and such proceedings do not involve any material risk of
     civil liability to Lessor or any risk of criminal liability to
     Lessor (other than minor fines which do not adversely affect
     Lessor and which are indemnified for by Lessee), (ii) compliance
     with which shall have been excused or exempted (subject to
     Section 6(c)) by a nonconforming use permit, waiver, extension or
     forbearance exempting it from such laws, rules or regulations,
     (iii) if failure to comply shall impose no material risk of civil
     liability or any risk of criminal lability on the Lessor (other
     than minor fines which do not adversely affect Lessor and which
     are indemnified for by Lessee), or (iv) if failure of compliance
     would impose no additional liability on the Lessor or adverse
     consequences of the Lessor's rights under this Lease or its
     interest in the Equipment.  The Equipment shall in no event be
     used or located outside of the continental limits of the United
     States, Canada, Mexico and Alaska unless at least thirty (30)
     days' prior written notice of such use or location is provided to
     Lessor, Lessor shall have consented thereto and all filings,
     recordings, deposits, or giving of notice necessary to protect the
     rights of the Lessor in or to the Lease and the Equipment shall
     have been made, such consent not to be unreasonably withheld;
     provided, however, Lessee shall give Lessor thirty (30) days'
     notice prior to first operating the Equipment in Canada and, in
     connection therewith, Lessee shall execute and deliver to Lessor
     all documents Lessor may 
     
                                16
<PAGE>

     reasonably request to protect the rights of Lessor in or to this 
     Lease and the Equipment.  The Lessee shall not use any Item of 
     Equipment, or permit any Item of Equipment to be used, for the 
     transportation or storage of any substance which is any substance 
     which is specifically listed or designated as "oil" under Section 
     1001 of the Oil Pollution Act of 1990 and which is subject to the 
     provisions of that Act or which is categorized as, or required to 
     be labeled as, "poison" or "poisonous", "explosive" or "radioactive" 
     (or any categories or labels substituted for such categories or 
     labels as in effect on the day hereof) under 49 CFR 171 or other 
     applicable Federal rules in effect from time to time regulating 
     the transportation of hazardous or toxic materials, including 
     nuclear fuels, radioactive products, asbestos, PCB's or nuclear 
     wastes, nor will the Lessee permit the Equipment to engage in any 
     unlawful trade or violate any law or carry any unlawful cargo that 
     will expose the Equipment to penalty, forfeiture or capture.  
     
          10.  Maintenance and Repair of Equipment.  The Lessee
     agrees, at its own cost and expense, to keep, repair, maintain and
     preserve the Equipment in good order and operating condition, and
     in compliance with such maintenance and repair standards, ordinary
     wear and tear excepted, as set forth in the applicable AAR and FRA
     rules and regulations and as otherwise may be required to enforce
     warranty claims against each Manufacturer of each Item of
     Equipment, and except as otherwise permitted by Section 9 hereof
     but subject to Section 6 hereof) in compliance with all Applicable
     Laws relating to the maintenance and condition of the Equipment,
     including environmental, noise and pollution laws and regulations
     (including notifications and reports), and suitable for
     interchange under the rules of the AAR, to the extent the
     Equipment was originally designed and approved and with all lawful
     rules of the DOT, the Surface Transportation Board and any other
     legislative, executive, administrative or judicial body exercising
     any power or jurisdiction over the Equipment, to the extent that
     such laws and rules affect the title, operation, maintenance or
     use of the Equipment, and in the event that such laws or rules
     require any alteration, replacement or addition of or to any part
     on any Equipment the Lessee will conform therewith at its own
     expense.  The Lessee agrees to prepare and deliver to the Lessor
     and any Assignee within a reasonable time prior to the required
     date of filing (or, to the extent permissible, file on behalf of
     the Lessor and any Assignee) any and all reports (other than
     income and franchise tax returns and those required under banking
     and similar laws) to be filed by the Lessor or any Assignee with
     any Federal or state regulatory authority by reason of the
     ownership by the Lessor or any Assignee of the Items of Equipment
     or the leasing thereof to the Lessee.  The Lessee agrees to
     maintain all records, logs and other materials required by the AAR
     or DOT, or any other Governmental Authority having jurisdiction
     over the Items of Equipment or the Lessee, to be maintained in
     respect of each Item of Equipment.  The Lessee shall, at its own
     cost and expense, supply the necessary power and other items
     required in the operation of the Equipment.  The Lessee hereby
     waives any right now or hereafter conferred by law to make repairs
     on the Equipment at the expense of the Lessor.  
     
                                17

<PAGE>

          11.  Replacements; Alterations: Modifications.  ln case any
     Item of Equipment (or any equipment, part or appliance therein) is
     required to be altered, added to, replaced or modified in order to
     comply with any Applicable Laws or pursuant to Section 9 or 10
     hereof (each, a "Required Alteration"), the Lessee agrees to make
     such Required Alteration at its own expense and the same shall
     immediately become subject to the terms of this Lease.  The Lessee
     or any permitted sublessee may make any optional alteration to any
     Item of Equipment (each, an "Optional Alteration") provided such
     Optional Alteration does not impair the condition, value, use or
     remaining useful life of such Item of Equipment.  In the event
     such Optional Alteration (i) is readily removable without causing
     material damage to the Item of Equipment, (ii) is not a part, item
     of equipment or appliance which replaces any part, item of
     equipment or appliance originally incorporated or installed in or
     attached to such Item of Equipment on the Acceptance Date therefor
     or any part, item of equipment or appliance in replacement of or
     substitution for any such original part, item of equipment or
     appliance, and (iii) is not a Required Alteration, so long as no
     Default or Event of Default shall have occurred and be continuing,
     the Lessee may, as its sole cost and expense, remove such Optional
     Alteration.  Upon the removal thereof as provided above, such
     Optional Alteration shall no longer be deemed subject to this
     Lease or part of the Equipment from which it was removed.  Any
     Optional Alteration not removed as above provided prior to the
     return of the Equipment to the Lessor hereunder shall remain the
     property of the Lessor.  The Lessee agrees that, within thirty
     days after the Lessor so requests (but not more frequently than
     once per year), the Lessee will give written notice to the Lessor
     describing, in reasonable detail, the Required Alterations and
     specifying the cost thereof with respect to each Item of Equipment
     and the date or dates when made.  Any parts installed or
     replacements made by the Lessee upon any Item of Equipment
     pursuant to its obligation to maintain and keep the Equipment in
     good order, operating condition and repair under Section 10 hereof
     shall be considered accessions to such Item of Equipment and a
     security interest therein shall be immediately vested in the
     Lessor.  Except as required or permitted by the provisions of this
     Section 11, the Lessee shall not modify an Item of Equipment
     without the prior written authority and approval of the Lessor.  
     
          12.  Identification Marks; Inspection.  The Lessee will
     cause each Item to be kept numbered with the identification number
     as shall be set forth on the Lease Supplement therefor, and the
     Lessee will keep and maintain, plainly, distinctly, durably, and
     conspicuously marked on each side of each Item, in letters not
     less than one inch in height, the words "Subject to Lease or
     security interest filed with the U.S. Surface Transportation
     Board", with appropriate changes thereof and additions thereto as
     from time to time may be required by law in order to protect the
     Lessor's title to and interests in such Item and the rights of the
     Lessor and of any Assignee.  The Lessee will replace promptly any
     such words which may be removed, defaced, obliterated or
     destroyed.  The Lessee will not change the identification number
     of any Item unless and until a statement of new number or numbers
     to be substituted therefor shall have been deposited by the Lessee
     in all public offices where this Lease shall have been filed,
     recorded and deposited.  As promptly as practicable after any
     change in identification number, Lessee shall notify Lessor of
     such change.  The Items of Equipment may be lettered with the
     names or initials or other insignia customarily used by the Lessee
     or any permitted sublessee.  The Lessee shall not allow the name
     
                                        18

<PAGE>

     of any Person to be placed upon any Item of Equipment as a
     designation that might reasonably be interpreted as indicating a
     claim of ownership thereto or a security interest therein by any
     Person other than the Lessor or any Assignee.  The Lessor shall
     have the right (at its risk and expense, or at the Lessee's
     expense if a Default or Event of Default exists) to inspect the
     Equipment and the Lessee's records pertaining to the Equipment no
     more frequently than once in any twelve consecutive months, so
     long as no Default or Event of Default shall have occurred and be
     continuing, at such reasonable times as it shall request during
     the Term, not to interfere with Lessee's operations.  
     
          13.  Assignment and Subleasing; Quiet Enjoyment.
     
               (a)  By the Lessee.  The Lessee may, without any
               consent of the Lessor, so long as no Default or Event of
               Default shall have occurred and be continuing, sublease any
               Item of Equipment to any U.S.-based operator, provided,
               however, that the following conditions shall apply thereto: 
               (i) any sublease shall be expressly subject to and
               subordinate to the terms and conditions of this Lease;
               (ii) THE LESSEE'S OBLIGATIONS (FINANCIAL OR OTHERWISE) UNDER
               THIS LEASE SHALL CONTINUE IN THEIR ENTIRETY IN FULL FORCE
               AND EFFECT AS THE OBLIGATIONS OF A PRINCIPAL AND NOT OF A
               SURETY; (iii) the sublessee shall not engage in activities
               with the Equipment substantially different from the Lessee's
               activities without prior consent from the Lessor, which
               consent shall not be unreasonably withheld; (iv) the
               sublease does not adversely affect the Lessor's interest and
               rights in this Lease nor the Lessor's interest and rights in
               the Equipment; (v) the Lessee shall provide the Lessor
               prompt written notice, not to exceed ten (10) Business Days
               after execution of such sublease, of any such sublease of
               any Item of Equipment, which notice shall describe the
               parties, term and applicable Items of Equipment subject to
               any such agreement or arrangement; and (vi) the term of such
               sublease (including all available renewal terms) shall not
               extend beyond the termination date of the last Renewal Term
               for which Lessee has exercised its renewal option.  THE
               LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
               LESSOR, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
               ASSIGN, TRANSFER OR ENCUMBER (EXCEPT FOR PERMITTED LIENS AND
               AS MAY OTHERWISE BE PERMITTED HEREBY) ITS RIGHTS, INTERESTS
               OR OBLIGATIONS UNDER THIS LEASE AND ANY SUCH ASSIGNMENT,
               TRANSFER OR ENCUMBERING (EXCEPT FOR THE  PERMITTED LIENS AND
               AS MAY OTHERWISE BE PERMITTED HEREBY) BY THE LESSEE SHALL BE
               NULL AND VOID.  Lessee may enter into a joint venture or
               pooling arrangement or create a special purpose subsidiary
               to operate such railcars, and, so long as Lessee remains
               bound to pay and perform all of the obligations of Lessee
               under this Lease, any such arrangements will not be deemed
               to have relinquished control or violated this Section 13(a)
               of the Lease.
     
               (b)  By the Lessor.  The Lessor may, at any time,
               without the consent of the Lessee, sell, assign or transfer
               to any Person all or any part of the Lessor's rights,

                                        19

<PAGE>

               obligations, or interest in, to and under the Equipment or
               any Item(s) thereof, this Lease, any Lease Supplement and/or
               any Basic Rent and Supplemental Payments payable under this
               Lease or any Lease Supplement so long as (a) such Person is
               an institutional investor (organized under the laws of the
               United States or any state thereof) and, at the time of
               transfer, shall not be the subject of any bankruptcy,
               insolvency or other similar proceedings; (b) such Person (or
               a guarantor acceptable to Lessee) shall have a tangible net
               worth in excess of $50 million; (c) the transfer shall not
               result in a violation of any Applicable Law; (d) 30 days
               prior written notice shall be given to Lessee by Lessor of
               any proposed transfer; (e) Lessor (or such Person) shall pay
               all expenses of Lessee; and (f) Lessor must transfer not
               less than all of the Equipment then remaining under the
               Lease.  The Lessor shall obtain the approval of the Lessee,
               which such approval shall not be unreasonably withheld or
               delayed, prior to the time the Lessor sells, assigns or
               transfers all or any part of the Lessor's rights,
               obligations, title or interest in, to and under the
               Equipment or any Item(s) thereof, this Lease, any Lease
               Supplement and/or any Basic Rent and Supplemental Payments
               payable under this Lease or any Lease Supplement to any
               Person other than as provided in the immediately preceding
               sentence.  Any Person to whom any such sale, assignment or
               transfer is made in accordance with the terms of this Lease
               is herein called an "Assignee" and any such sale, assignment
               or transfer is herein called an "assignment".  The Lessee
               agrees to execute any and all related acknowledgments,
               consents, amendments (necessary or appropriate to reflect
               such assignment) and other documents, and to make any and
               all registrations and filings (including filings under the
               Uniform Commercial Code) that may be reasonably requested by
               the Lessor or an Assignee, all at the Lessor's expense, in
               connection with any such assignment.  Each Assignee shall
               have and may enforce all of the rights and benefits of the
               Lessor hereunder with respect to the Item(s) of Equipment
               and related Lease Supplement(s) covered by the assignment. 
               Each such assignment shall be subject to the Lessee's rights
               hereunder.  Notwithstanding anything to the contrary in this
               Lease, the Lessee shall be under no obligation to any
               Assignee except upon written notice of such assignment from
               the Lessor and compliance with the terms of Section 34
               below; provided, however, that until such notice and
               compliance with Section 34, Lessee shall deem and treat
               Lessor as the Party entitled to the rights and benefits of
               "Lessor" hereunder.  Upon written notice to the Lessee of an
               assignment and compliance with the terms of Section 34
               below, the Lessee agrees to pay the Basic Rent and
               Supplemental Payments with respect to the Item(s) of
               Equipment covered by such assignment to such Assignee to a
               United States bank account in accordance with the
               instructions specified in such notice without any abatement,
               setoff, or recoupment whatsoever, and to otherwise comply
               with all notices, directions and demands which shall be
               properly given by the Lessor or such Assignee with respect
               to such Item(s), in accordance with the provisions of this
               Lease.  Notwithstanding any such assignment, all obligations
               of the Lessor to the Lessee under this Lease shall be and
               remain enforceable by the Lessee against the Lessor (unless
               and until Lessee has notice of such assignment and such
               assignment has been made in accordance with the terms of
               this Section 13 and Section 34 below and thereafter against
               any Assignee to whom an assignment has been made).

                                        20

<PAGE>

               (c)  Quiet Enjoyment.  So long as no Default or Event
               of Default shall have occurred and be continuing hereunder,
               the Lessee and its Affiliates (to the extent permitted by
               the terms hereof) shall be entitled to the possession and
               use of the Items of Equipment upon lines of railroad over
               which the Lessee or its Affiliates has or have trackage or
               other operating rights or over which railroad equipment of
               the Lessee or its Affiliates is operated pursuant to
               contract and shall be entitled to permit the use of the
               Items of Equipment by connecting and other carriers in the
               usual interchange of traffic or pursuant to run-through or
               trip-lease agreements, provided, however, that the LESSEE'S
               OBLIGATIONS (FINANCIAL OR OTHERWISE) UNDER THIS LEASE SHALL
               CONTINUE IN THEIR ENTIRETY IN FULL FORCE AND EFFECT AS THE
               OBLIGATIONS OF A PRINCIPAL AND NOT OF A  SURETY.  The Lessee
               may receive and retain compensation for the use of any of
               the Items of  Equipment from railroads or other entities so
               using such Items of Equipment.  
     
          14.  Liens.  The Lessee will not directly or indirectly
     create, incur, assume or suffer to exist any Lien on or with
     respect to (i) the Equipment or any Item thereof, or the Lessor's
     interest therein, or (ii) this Lease or any of the Lessor's
     interests hereunder, except in the case of either clause (i) or
     (ii), Permitted Liens.  The Lessee, at its own expense, will
     promptly pay, satisfy and otherwise take such actions as may be
     necessary to keep this Lease and the Equipment free and clear of,
     and to duly discharge or eliminate or bond in a manner
     satisfactory to the Lessor and each Assignee, if any, any such
     Lien not excepted above if the same shall arise at any time.  The
     Lessee will notify the Lessor and each Assignee, if any, in
     writing promptly upon becoming aware of any tax or other Lien
     (other than any Permitted Lien excepted above) that shall attach
     to the Equipment or any Item of Equipment, in reasonable detail.  
     
          15.  Loss, Damage or Destruction.  
     
               (a)  Risk of Loss, Damage or Destruction.  The Lessee
               hereby assumes all risk of loss, damage, theft, taking,
               destruction, confiscation, requisition or commandeering,
               partial or complete, of or to each Item of Equipment,
               however caused or occasioned (except as caused or occasioned
               by the Lessor's or any Assignee's gross negligence or
               willful misconduct), such risk to be borne by the Lessee
               with respect to each Item of Equipment from the date of this
               Lease, and continuing until such Item of Equipment has been
               returned to the Lessor in accordance with the provisions of
               Section 6 hereof or has been purchased by the Lessee or sold
               in accordance with the provisions of Section 27 hereof.  The
               Lessee agrees that no occurrence specified in the  preceding
               sentence shall impair, in whole or in part, any obligation
               of the Lessee under this Lease, including the obligation to
               pay Basic Rent, until such obligation is terminated in
               accordance with the terms of this Lease.  
     
               (b)  Payment of Casualty Loss Value Upon an Event of
               Loss.  Subject to Section 15(c), if an Event of Loss occurs
               with respect to an Item of Equipment during the 
               
                                        21               

<PAGE>

               Term, the Lessee shall, within thirty (30) days after such
               Event of Loss, give the Lessor written notice thereof and shall
               pay to the Lessor on the applicable Casualty Loss Value Payment
               Date the sum of (i) all unpaid Basic Rent payable for such
               Item of Equipment for any Rental Period in which the Event
               of Loss has occurred, plus (ii) the Casualty Loss Value of
               such Item of Equipment determined as of the immediately
               preceding Rent Payment Date plus interest thereon at the
               Applicable Rate from such preceding Rent Payment Date
               through the Applicable Casualty Loss Value Payment Date,
               plus (iii) all other Supplemental Payments due for such Item
               of Equipment as of the date of payment of the amounts
               specified in the foregoing clauses (i) and (ii).  Any
               payments received at any time by the Lessor or by the Lessee
               from any insurer or other party as a result of the
               occurrence of such Event of Loss will be applied in
               reduction of the Lessee's obligation to pay the foregoing
               amounts, if not already paid by the Lessee, or, if already
               paid by the Lessee, will be applied to reimburse the Lessee
               for its payment of such amount (unless a Default or Event of
               Default exists, in which case the Lessor may first apply any
               such payments in reduction of the Lessee's obligation to pay
               any other amounts due from the Lessee).  Upon payment in
               full of such Casualty Loss Value and Basic Rent, (A) the
               obligation of the Lessee to pay Basic Rent hereunder with
               respect to such Item of Equipment shall terminate and the
               Term of this Lease with respect to such Item shall
               terminate, and (B) the Lessor shall transfer to the Lessee,
               "as is, where is" without recourse or warranty except as to
               the absence of Liens described in clause (d) of the
               definition of Permitted Liens, all right, title and interest
               conveyed to the Lessor in and to such Item of Equipment.
     
               (c)  Substitution.  Provided no Default or Event of
               Default shall have occurred and be continuing, Lessee may,
               in lieu of payment of the Casualty Loss Value for any Item
               of Equipment due and owing as provided in Section 15(b),
               convey or cause to be conveyed to Lessor within 180 days of
               the occurrence of the applicable Event of Loss (or such
               longer period as Lessor may reasonably agree), as
               replacement for any lost or destroyed Item of Equipment,
               title to a replacement Item of Equipment of the same or
               similar type, free and clear of all liens and having a
               value, utility, remaining useful life and estimated residual
               value at least equal to, and being in good operating
               condition as, such Item of Equipment, assuming such Item of
               Equipment was in the condition and repair required by the
               terms hereof immediately prior to the loss or destruction
               (such replacement car being hereinafter referred to as a
               "Replacement Car").  Prior to or at the time of any such
               conveyance, the Lessee, at its own expense, will furnish
               Lessor with (i) a warranty bill of sale in form and
               substance satisfactory to Lessor, with respect to such
               Replacement Car, (ii) a Lease Supplement and an Acceptance
               Certificate, subjecting such Replacement Car to this Lease,
               duly executed by Lessee, suitable for execution by Lessor
               and, upon such execution, for filing for recordation in the
               same manner as provided for herein (and Lessee shall
               promptly file the same for recordation and furnish to Lessor
               satisfactory evidence thereof), (iii) an opinion of counsel
               to the effect that (x) the bill of sale referred to in
               clause (i) above constitutes a legal, valid, binding and
               enforceable obligation of the seller, (y) such Replacement
               Car has been subjected to this Lease free
               
                                        22               
                                       

<PAGE>

               and clear of all liens,  and (z) all filings, recordings and
               other action necessary or appropriate to perfect and protect
               the Lessor's interests in the Replacement Car have been 
               accomplished, (iv) an acknowledgment by Lessee to Lessor, in 
               form and substance reasonably satisfactory to Lessor, that
               Lessee  will indemnify  Lessor for any loss or deferral of
               depreciation or other adverse tax consequences resulting
               from such replacement, (v) an officer's certificate
               addressed to Lessor certifying that as of said date, and
               upon consummation of the replacement, no Default exists, and
               (vi) such other documents and evidence as Lessor may
               reasonably request in order to establish the consummation of
               the transactions contemplated by this Section 15(c).  For
               all purposes hereof, upon passage of title thereto to
               Lessor, the Replacement Car shall be deemed part of the
               property leased hereunder and the Replacement Car shall be
               deemed an "Item of Equipment" as defined herein.  Upon full
               compliance by Lessee with the terms of this Section 15(c) as
               determined by Lessor in good faith, Lessor will transfer to
               Lessee or its designee, without recourse or warranty (except
               as to the absence of Lessor's Liens) all of Lessor's right,
               title and interest in and to such destroyed Item of
               Equipment.
     
               (d)  Application of Payments Not Relating to an Event
               of Loss.  Any payments (including insurance proceeds)
               received at any time by the Lessor or the Lessee from any
               party with respect to any loss or damage to any Item or
               Items of Equipment not constituting an Event of Loss will be
               paid to or retained by the Lessee (unless an Event of
               Default exists, in which case the Lessor may first apply any
               such payments in reduction of the Lessee's obligation to pay
               any other amounts due from the Lessee).  
     
          16.  Insurance.  The Lessee will at its sole expense and at
     all times during the Term or, if applicable, until the pertinent
     Items of Equipment are returned to the Lessor or the Lessor's
     agent pursuant to Section 6 hereof, whichever is longer, cause to
     be carried and maintained (i) public liability insurance with
     respect to third party personal injury and property damage in an
     amount per occurrence of not less than $10,000,000 and
     (ii) property insurance in respect of all Items of Equipment in an
     amount not less than the Casualty Loss Value for such Item of
     Equipment (subject, in the case of clause (ii), to such per
     occurrence limits as may be specified in the applicable policies
     of insurance).  The Lessee will carry such insurance as is
     required hereunder in such amounts and for such risks consistent
     with prudent industry practice (which industry means major
     creditworthy U.S. electric utilities and which own or use railcars
     for the transportation of coal) and at least comparable in amounts
     and against risks customarily insured against by the Lessee in
     respect of equipment owned or leased by it similar in nature to
     the Equipment; provided that the Lessee may in any event
     self-insure or carry deductibles for up to $5,000,000 per
     occurrence for public liability and $5,000,000 per occurrence for
     property insurance (or such higher amounts as shall be consistent
     with prudent industry practice at the time).  The proceeds of any
     such property insurance as is required hereunder shall be payable
     to the Lessor, each Assignee and the Lessee, as their respective
     interests may appear.  Each policy required hereunder (i) shall
     provide thirty days' prior notice of cancellation or material
     change and (ii) shall include the Lessor and each Assignee, if
     any, as loss payee and/or additional insured as their respective
     interests may appear, and the Lessee shall endeavor to obtain a
     waiver by such 
     
                                23

<PAGE>

     insurance company of any right to claim any
     premiums or commissions against the Lessor and each Assignee. 
     Prior  to the  Funding Date and thereafter on the expiration dates
     of the expiring policies theretofore delivered, the Lessee shall
     deliver to the Lessor and each Assignee, if any, certificates of
     insurance issued by the insurer(s) for the insurance required to
     be maintained hereunder.  If the Lessee shall fail to cause the
     insurance required under this Section to be carried and
     maintained, the Lessor or any Assignee may, after prior written
     notice to the Lessee, provide such insurance, and the Lessee shall
     reimburse the Lessor or such Assignee, as the case may be, upon
     demand for the cost thereof as a Supplemental Payment hereunder.  
     
          17.  General Tax Indemnity.  
     
               (a)  The Lessee agrees to pay, defend and indemnify
               and hold the Lessor and each Assignee and Affected Party
               (each, a "Tax Indemnitee") harmless on an After-Tax Basis
               from any and all U.S.  Federal, U.S. state and local taxes,
               including sales, use, ad valorem and property taxes,
               together with any penalties, fines or interest thereon
               (herein called "taxes or other impositions") howsoever
               imposed, whether levied or imposed upon or asserted against
               the Lessor, Tax Indemnitee, the Lessee, the Equipment, any
               Item of Equipment, or any part thereof, by any Federal,
               state or local government or taxing authority in the United
               States, upon or with respect to (i) the Equipment, or any
               Item of Equipment or any part thereof, or (ii) the ownership
               and operation of the Equipment, or any Item of Equipment or
               any part thereof; provided, however, that the foregoing
               indemnity shall not apply to
     
                         (i)  any tax or other imposition based on or measured
                         by net income or in the nature of a net income
                         tax or imposed in lieu of a net income tax,
                         including any franchise tax and any such similar
                         tax based on capital, receipts, net worth or
                         comparable basis of measurement, unless such
                         taxes or other impositions are (i) imposed
                         solely by reason of the use, location, or
                         presence of the Equipment in, or the presence or
                         activities of the Lessee in, or the making of
                         payments by the Lessee from, the jurisdiction
                         imposing such taxes or impositions or (ii) are
                         in the nature of sales, use, property, ad
                         valorem or value added taxes, provided the
                         foregoing indemnity shall not apply if such
                         taxes would not have been required to be paid if
                         Lessor had not assigned any interest under or
                         related to the Lease; 
     
                         (ii) other than as expressly provided in Section
                         27(b) hereof, any taxes or other impositions in
                         respect of this Lease of any Item of Equipment
                         that results from any act, event or omission
                         that occurs after the termination of this Lease
                         in  respect of such Item of Equipment and the
                         payment in full of all amounts due under this
                         Lease; 
     
                                        24

<PAGE>

                         (iii) any taxes or other impositions that are imposed
                         on any Tax Indemnitee as a result of the gross
                         negligence or willful misconduct of such Tax
                         Indemnitee or its Affiliate;
     
                         (iv) any taxes or other impositions that are imposed
                         on any Tax  Indemnitee that are a result of such
                         Tax Indemnitee not being a resident of, or not
                         being organized under the laws of, the United
                         States or any political subdivision thereof;
                         provided, however, that proviso (v) and not this
                         proviso (iv) shall govern U.S. Federal income
                         taxes imposed by withholding; 
     
                         (v)  U.S. Federal income taxes imposed by
                         withholding; provided, however, that this
                         exclusion shall not apply if the tax required to
                         be deducted and withheld would not have been
                         required to be so deducted and withheld but for
                         a Change in Withholding Tax Law that occurs
                         after the date on which the Tax Indemnitee
                         acquires its interest in the Lease; 
     
                         (vi) any taxes or other impositions that have not
                         been paid and that are being contested in
                         accordance with clause (b) below; provided that
                         this exclusion shall apply only during the
                         conduct of such contest; 
     
                         (vii) any taxes or other impositions that result from
                         any transfer by any Tax Indemnitee of any
                         interest in an Item of Equipment or any interest
                         arising under this Lease (other than as set
                         forth in Section 11, Section 27(b) and
                         Section 27(c) hereof, or in connection with the
                         occurrence of an Event of Default, or an Event
                         of Loss or as otherwise required by this Lease);
                            
                         (viii) any tax that is enacted or adopted as a
                         substitute for or in lieu of any tax that
                         would not have been indemnified against
                         pursuant to Section 17(a);
     
                         (ix) taxes on any items of tax preference or any
                         minimum tax of such Tax Indemnitee; 
     
                         (x)  taxes which are gross income or gross receipts
                         taxes, unless (i) such taxes are imposed solely
                         by reason of the use, location, or presence of
                         the Equipment in, or the presence or activities
                         of the Lessee in, or the making of payments by
                         the Lessee from, the jurisdiction imposing such
                         taxes or (ii) such taxes are in the nature of
                         sales, use, property, ad valorem or value added
                         taxes; provided, the immediately foregoing
                         indemnity shall not apply if such taxes would
                         not have been required to be paid if Lessor had
                         not assigned any interest under or related to
                         the Lease; and 
     
                                        25

<PAGE>

                         (xi) taxes or other impositions imposed on any Tax 
                         Indemnitee as a result of, or in connection
                         with, any "prohibited transaction" within the
                         meaning or the provisions of the Code or
                         regulations thereunder or as set forth in
                         Section 406 of ERISA or the regulations
                         implementing ERISA, engaged in by any Tax
                         Indemnitee.
     
          Notwithstanding the foregoing provisos (i) through (xi), the
     Lessee shall indemnify each Tax Indemnitee for any taxes
     identified in provisos (i), (iv) or (vii) (or any increase in such
     taxes) imposed on such Tax Indemnitee net of any decrease in such
     taxes actually realized by such Tax Indemnitee, to the extent that
     such tax or tax increase would not have occurred if on each
     Funding Date the Lessor had advanced funds to the Lessee in the
     form of a loan secured by the Equipment in an amount equal to the
     amount funded on such Funding Date, with debt service for such
     loan equal to the Basic Rent payable on each Rent Payment Date and
     a principal balance at the maturity of such loan in an amount
     equal to the amount of the Acquisition Cost then outstanding at
     the end of the term of this Lease.
     
          The Lessee will prepare and file any reports or returns
     required to be made with respect to any tax or other imposition
     for which the Lessee is responsible, directly or indirectly, if
     permitted by applicable law to file the same, and if not so
     permitted, the Lessee shall, at its sole cost, prepare such
     reports or returns for signature by the Tax Indemnitee or, upon
     request of the Tax Indemnitee, will promptly provide the Tax
     Indemnitee with all information necessary for the making and
     timely filing of such reports or returns by the Tax Indemnitee,
     and shall forward the same, together with immediately available
     funds for payment of any tax or other imposition due, to the Tax
     Indemnitee, at least ten days in advance of the date such payment
     is to be made.  Upon written request, the Lessee shall furnish the
     Tax Indemnitee with copies of all paid receipts or other
     appropriate evidence of payment for all taxes or other impositions
     paid by the Lessee pursuant to this Section 17.  All of the
     indemnities contained in this Section 17 in respect of (i) any
     act, event, omission or tax period that occurs on or prior to
     termination of this Lease and (ii) any sale described in
     Section 27(b) hereof shall continue in full force and effect
     notwithstanding the expiration or earlier termination of this
     Lease in whole or in part, including the expiration or termination
     of the Term with respect to any Item (or all) of the Equipment,
     and are expressly made for the benefit of, and shall be
     enforceable by, the Lessor and each Assignee.
     
          The Lessee shall have no obligation to pay any amount under
     this Section 17 to any Lessor other than CCG Trust Corporation
     that is greater than the amount that would have been payable to
     CCG Trust Corporation if it were the Lessor (the Lessee being
     obligated only to pay to such Lessor the amount it would have paid
     to CCG Trust Corporation).
     
               (b)  In the event any claim, action, proceeding or
               suit is brought against any Tax Indemnitee with respect to
               which the Lessee would be required to indemnify such Tax
               Indemnitee, such Tax Indemnitee shall promptly give written
               notice of any such claim, action, proceeding or suit to the
               Lessee.  The Lessee may, and upon the Lessee's request any
               such Tax Indemnitee will, at the Lessee's expense, resist
               and defend such action, suit
               
                                        26

<PAGE>
               or proceeding, or cause the same to be resisted or defended
               by counsel selected by the Lessee and reasonably satisfactory
               to such Tax Indemnitee, and the Lessee shall pay all costs
               and expenses (including attorney's fees and expenses) 
               reasonably incurred by such Tax Indemnitee in connection 
               with such action, suit or proceeding; provided that no Tax 
               Indemnitee shall compromise or settle any such actions for 
               which it has assumed the responsibility of defense without 
               consent of the Lessee (not unreasonably to be withheld), 
               and provided further, that the failure of any Tax Indemnitee 
               to give such notice to the Lessee shall not relieve the 
               Lessee from any of its obligations to provide indemnification 
               to any Tax Indemnitee under this Section 17, except to the 
               extent that the Lessee's right to contest or defend is 
               adversely affected by such Tax Indemnitee's failure to give 
               notice; provided further, that the Lessee shall be relieved 
               of its obligations to provide indemnification under this 
               Section 17 with respect to any Tax Indemnitee, to the extent 
               that such Tax Indemnitee shall deliver to the Lessee a written 
               notice waiving the benefits of the indemnification of such Tax
               Indemnitee provided by this Section 17 in connection with
               such claim, action, proceeding or suit.  In such event the
               Tax Indemnitee shall reimburse the Lessee for all amounts
               paid by the Lessee with respect to such non-contested claim,
               action, proceeding, or suit.  If any Tax Indemnitee actually
               obtains a refund (or would have actually received such a
               refund but for offset by matters not indemnifiable by the
               Lessee under Section 17(a)) of all or any part of any tax
               paid or reimbursed by the Lessee, such Tax Indemnitee shall
               promptly pay to the Lessee the amount of such refund (or the
               amount of such offset) plus any interest thereon (less any
               taxes imposed on such Tax Indemnitee with respect to such
               interest) received from the relevant taxing authority (or
               which would have been received with respect to the amount of
               such an offset) plus the amount of any tax benefits realized
               by such Tax Indemnitee as a result of such payment (net of
               any net tax detriment resulting from the receipt of the
               refund and interest on the refund (after giving effect to
               such Tax Indemnitee's obligations to make payments to the
               Lessee under this sentence)).  
     
               (c)  On the Funding Date but in any event at least
               five Business Days prior to the first date on which any
               payment is due hereunder for the account of any Affected
               Party not incorporated under the laws of the United States
               or a state thereof, such Affected Party agrees that it will
               have delivered to each of the Lessee and the Lessor two duly
               completed copies of United States Internal Revenue Service
               Form 1001, W-8 or 4224, certifying that such Affected Party
               is entitled to receive payments of interest and/or yield and
               a return of the principal amount of the Acquisition Cost
               under the transaction documents without deduction or
               withholding of any United States Federal income taxes.  Each
               Affected Party which so delivers a Form 1001, W-8 or 4224
               further undertakes to deliver to each of the Lessee and the
               Lessor two additional copies of such form (or a successor
               form) on or before the date that such form expires
               (currently, three successive calendar years for Forms 1001
               and W-8 and one calendar year for Form 4224) or becomes
               obsolete or after the occurrence of any event requiring a
               change in the most recent forms so delivered by it, and such
               amendments thereto or extensions or renewals thereof as may
               be reasonably requested by the Lessee or the Lessor, in each
               case certifying that such 
               
                                        27

<PAGE>
               
               Affected Party is entitled to receive payments under the 
               transaction documents without deduction or withholding of 
               any United States Federal income taxes, unless any change 
               in treaty, law or regulation has occurred prior to the date 
               on which any delivery of such additional forms would 
               otherwise be required which changes such Affected Party's 
               entitlement to receive any payments without withholding and 
               such Affected Party advises the Lessee that it is no longer 
               entitled to receive payments without any withholding of 
               United States Federal income tax. 

          18.  Indemnification.  The Lessee hereby assumes liability
     for, and does hereby agree to indemnify, protect, save, defend,
     and hold harmless the Lessor, each Assignee and their respective
     officers, directors, employees, successors, permitted assigns, and
     agents (each such party being herein, for purposes of this
     Section 18, called an "Indemnified Party") on an After-Tax Basis
     for, from and against any and all Expenses of every kind and
     nature whatsoever, imposed on, incurred by, or asserted against
     any Indemnified Party, in any way relating to or arising out of
     (a) the manufacture, construction, ordering, purchase, acceptance
     or rejection, ownership, titling or retitling, registration or
     reregistration, delivery, leasing, subleasing, releasing,
     possession, use, operation, storage, removal, return,
     repossession, sale or other disposition of the Equipment or any
     Item of Equipment, or any part thereof as may arise from (i) the
     transactions contemplated by this Lease, (ii) the loss or damage
     to any property or death or injury to any persons, (iii) patent or
     latent defects in any Item of Equipment (whether or not
     discoverable by the Lessee or any Indemnified Party), (iv)  any
     claims based on strict liability in tort, (v) any claims based on
     patent, trademark, tradename or copyright infringement, (vi) any
     claims based upon any non-compliance with or violation of any
     environmental control, noise or pollution laws or requirements,
     including fines and penalties arising from violations of or
     noncompliance with such requirements or failure to report
     discharges, and costs of clean-up of any discharge, and (vii) any
     loss or damage to any commodities loaded or shipped in the
     Equipment; or (b) any failure on the part of the Lessee to perform
     or comply with any of the terms of this Lease; or (c) any power of
     attorney issued to the Lessee in connection with this Lease (all
     the foregoing being "Liabilities").  The Lessee shall give each
     Indemnified Party prompt notice of any occurrence, event or
     condition known to the Lessee as a consequence of which any
     Indemnified Party may be entitled to indemnification hereunder. 
     The Lessee shall forthwith upon demand of any such Indemnified
     Party reimburse such Indemnified Party for amounts reasonably
     expended by it in connection with any of the foregoing or pay such
     amounts directly; provided, however, that the Lessee's Liability
     for taxes, imposts and similar matters (other than taxes arising
     against the Lessee under Section 4975 of the Code) are expressly
     limited to the terms of Section 17 hereof and Lessee shall not be
     liable to such Indemnified Party under this Section 18 for any of
     the Liabilities to the extent they arise from the gross
     negligence, willful misconduct, or breach of such Indemnified
     Party's obligations under this Lease, or to the extent that they
     arise from or after any transfer of the Lessor's interest in any
     Item or this Lease (other than arising directly in connection with
     a transfer resulting from an Event of Default, an Event of Loss,
     or a sale made under Section 27 hereof, or any transfer made at
     the Lessee's request or direction).  The Lessee shall be
     subrogated to an Indemnified Party's rights in any matter with
     respect to which the Lessee has actually reimbursed such
     Indemnified Party for amounts expended by it or has actually paid
     such amounts directly.  If any claim for a 
     
                                28

<PAGE>

     Liability is made against the Lessee or any Indemnified Party and 
     such party has received notice thereof, such party receiving notice of 
     such Liability shall promptly notify the Lessee; provided that the
     failure to provide such notice promptly shall not release the
     Lessee from any of its obligations to indemnify hereunder, except
     to the extent that such failure adversely affects any applicable
     defense or counterclaim, or otherwise increases the amount the
     Lessee would have been liable for in the absence of such failure. 
     Subject to the rights of any insurer under any policy of insurance
     maintained pursuant to this Lease, and if no Default or Event of
     Default shall exist, the Lessee shall have the right to
     investigate and defend or compromise any Liability for which it
     may be required to indemnify, and each Indemnified Party agrees to
     cooperate with all responsible requests of the Lessee in
     connection therewith.  Notwithstanding any of the foregoing to the
     contrary, the Lessee shall not be entitled to assume
     responsibility for and control of any such judicial or
     administrative proceedings if (i) any Event of Default shall
     exist, (ii) such proceedings will involve a material risk of the
     sale, forfeiture, or loss of, or the creation of any Lien (other
     than a Permitted Lien) on, any Item, unless the Lessee posts a
     bond or other security satisfactory to the relevant Indemnified
     Party in respect to such risk, or (iii) such proceedings would
     involve the imposition of criminal liability (other than minor
     fines which have no adverse effect on any Indemnified Party which
     are indemnified for by Lessee) on an Indemnified Party or if such
     contest will, in the reasonable opinion of such Indemnified Party,
     be inappropriate under applicable standards of professional
     conduct.  An Indemnified Party may participate at its own expense
     and with its own counsel in any judicial proceeding controlled by
     the Lessee pursuant to the preceding provisions.  In the case of
     any Liability covered by any policy of insurance maintained
     pursuant to this Lease, each Indemnified Party shall cooperate
     with all reasonable requests of the insurers in the exercise of
     their rights to investigate, defend, or compromise such claim as
     may be required by such policy to maintain the insurance coverage
     provided to the parties thereunder.  The provisions of this
     Section 18, and the obligations of the Lessee under this Section
     18, shall apply from the date of the execution of this Lease
     notwithstanding that the Term may not have commenced with respect
     to any Item of Equipment, and shall survive and continue in full
     force and effect (as to any event occurring or condition existing
     during the Term) notwithstanding the expiration or earlier
     termination of this Lease or the Termination Date.
     
          19.  No Warranties.  THE LESSOR LEASES AND THE LESSEE TAKES
     THE EQUIPMENT "AS-IS, WHERE-IS." THE LESSEE ACKNOWLEDGES AND
     AGREES THAT AS BETWEEN THE LESSOR AND THE LESSEE (A) THE EQUIPMENT
     IS OF DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE
     TO THE LESSEE, (B) THE LESSEE IS SATISFIED THAT THE EQUIPMENT IS
     SUITABLE FOR ITS PURPOSES, (C) THE LESSOR IS NOT A MANUFACTURER OR
     A DEALER IN PROPERTY OF SUCH KIND, AND (D) THE LESSOR HAS NOT
     MADE, OR DEEMED TO HAVE MADE, AND THE LESSOR EXPRESSLY DISCLAIMS
     AND MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR
     IMPLIED, AS TO THE DESIGN, CONDITION, QUALITY, CAPACITY,
     MERCHANTABILITY, DURABILITY, SUITABILITY OR FITNESS FOR ANY
     PARTICULAR PURPOSE OF THE EQUIPMENT, AS TO THE ABSENCE OF LATENT
     OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE
     OF ANY INFRINGEMENT OF ANY PATENT, 
     
                                29

<PAGE>
     
     TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON 
     STRICT LIABILITY IN TORT, OR ANY OTHER IMPLIED REPRESENTATION OR 
     WARRANTY CONCERNING THE EQUIPMENT. 
     
          20.  Lessee's Representations and Warranties.  The Lessee
     hereby represents and warrants, as of the date hereof and on the
     Funding Date, that: 
     
               (a)  the Lessee is a corporation duly organized,
               validly existing and in good standing under the laws of the
               State of Missouri, and is qualified to do business in, and
               is in good standing in, each state or other jurisdiction in
               which the nature of its business makes such qualification
               necessary; 
     
               (b)  the Lessee has the corporate power and authority
               to execute and perform this Lease and to lease the Equipment
               hereunder, and has duly authorized the execution, delivery
               and performance of this Lease; 
     
               (c)  the  leasing of the Equipment from the Lessor by
               the Lessee, the Lessee's execution and delivery of this
               Lease, each Lease Supplement, the Purchase Agreement
               Assignment and other related instruments, documents and
               agreements, and the compliance by the Lessee with the terms
               hereof and thereof, and the payments and performance by the
               Lessee of all of its obligations hereunder and thereunder
               (i) have been duly and legally authorized by appropriate
               corporate action taken by the Lessee, (ii) are not in
               contravention of, and will not result in a violation or
               breach of, any of the terms of the Lessee's Articles of
               Incorporation, its By-Laws, or of any provisions relating to
               shares of the capital stock of the Lessee, and (iii) will
               not violate or constitute a breach of any provision of law,
               any order of any court or other Governmental Authority, or
               any indenture, agreement or other instrument to which the
               Lessee is a party, or by or under which the Lessee or any of
               the Lessee's property is bound, or be in conflict with,
               result in a breach of, or constitute (with due notice and/or
               lapse of time) a default under any such indenture, agreement
               or instrument, or result in the creation or imposition of
               any Lien upon any of the Lessee's property or assets other
               than the Liens contemplated hereby and the Permitted Liens; 
     
               (d)  this Lease has been executed by the duly
               authorized officer or officers of the Lessee and delivered
               to the Lessor and constitutes, when executed by the duly
               authorized officer or officers of the Lessee and delivered
               to the Lessor, each Lease Supplement and related
               instruments, documents and agreements with respect to each
               Item of Equipment will constitute, the legal, valid and
               binding obligations of the Lessee, enforceable against the
               Lessee in accordance with their terms (subject to such
               bankruptcy and similar laws affecting the rights of
               creditors generally); 
     
                                        30

<PAGE>

               (e)  the Lessee holds all material licenses,
               certificates and permits from Governmental Authorities
               necessary to use and operate the Equipment in accordance
               with the provisions of this Lease; 
     
               (f)  there is no litigation or other proceeding now
               pending or, to the best of the Lessee's knowledge,
               threatened against or affecting the Lessee, in any court or
               before any regulatory commission, board or other
               administrative Governmental Authority (i) which would
               directly or indirectly adversely affect or impair the title
               of the Lessor to the Equipment, or (ii) which, except as may
               be contemplated and disclosed under the Disclosure
               Documents, would materially adversely affect the financial
               condition of the Lessee; 
     
               (g)  all balance sheets, statements or profit and
               loss and other financial statements set forth in the
               Disclosure Documents fairly present the financial condition
               of the Lessee on the dates for which, and the results of its
               operations for the periods for which, the same have been
               furnished, and have been prepared in accordance with
               generally accepted accounting principles consistently
               followed throughout the periods covered thereby (except as
               noted therein); and there has been no material adverse
               change in the financial condition of the Lessee, since the
               date of the Disclosure Documents, except as may be disclosed
               under the Disclosure Documents; 
     
               (h)  no approval that has not been obtained by the
               Lessee as of the date of this representation and warranty is
               required from any regulatory body, board, authority or
               commission, nor from any other administrative or
               governmental agency, nor from any other Person, with respect
               to the Lessee's execution, delivery and performance of this
               Lease; 
     
               (i)  the Disclosure Documents and the Equipment
               Documents are true and correct in all material respects and
               do not omit any information necessary to make the
               information provided, in light of the circumstances under
               which such information was provided, not materially
               misleading; 
     
               (j)  the Lessee is not an "investment company" or a
               company "controlled" by an "investment company", within the
               meaning of the Investment Company Act of 1940, as amended;
               and 
     
               (k)  any Lien on the Lessee's interest in the
               Equipment contained in mortgages granted by the Lessee which
               cover after acquired property of the Lessee and which
               otherwise subject all or substantially all of the Lessee's
               assets to such mortgage, is subordinate to and does not
               adversely affect Lessor's interest in the Equipment under
               this Lease, and no one other than Lessor has made any filing
               with the Surface Transportation
               
                                        31

<PAGE>

               Board or the Interstate Commerce Commission covering any of 
               the Equipment subject to this Lease. 
     
          21.  Events of Default.  Any of the following events shall
     constitute an Event of Default 
     
               (a)  the Lessee shall fail to make any payment of 
               Basic Rent or any Supplemental Payment on the date due, and
               that failure shall continue for at least ten (10) Business
               Days after the due date for such payment in the case of
               Basic Rent or thirty (30) days after receipt of written
               notice from Lessor, in the case of any other amount,
               including Supplemental Payments; or 
     
               (b)  the Lessee shall fail to perform or observe any
               other covenant, condition, or agreement to be performed or
               observed by it under this Lease, or in any agreement or
               certificate furnished to the Lessor or any Assignee in
               connection herewith, and such failure shall continue
               unremedied for ten (10) days (if not capable of being cured)
               or thirty (30) days (if capable of being cured) after the
               first to occur of (i) an officer of Lessee with express
               authority to make decisions regarding this Lease has actual
               specific knowledge thereof or (ii) Lessor provides written
               notice to the Lessee specifying such failure and demanding
               the same to be remedied; or
     
               (c)  any representation or warranty made by the
               Lessee under this Lease or in any Lease Supplement or in any
               document or certificate furnished to the Lessor or any
               Assignee in connection herewith or pursuant hereto, shall
               prove to be untrue or incorrect in any material respect when
               made; provided that if the effect of such misrepresentation
               or warranty is reasonably curable, the Lessee shall have
               thirty (30) days after notice from the Lessor to effect a
               cure; or 
     
               (d)  the Lessee shall (i) generally fail to pay, or
               admit in  writing its inability to pay, its debts as they
               become due, or shall voluntarily commence any case or
               proceeding or file any petition under any bankruptcy,
               insolvency or similar law or seeking dissolution,
               liquidation or reorganization or the appointment of a
               receiver, trustee, custodian or liquidator for itself or a
               substantial portion of its property, assets or business or
               to effect a plan or other arrangement with its creditors, or
               shall file any answer admitting the jurisdiction of the
               court and the material allegations of any involuntary
               petition filed against it in any bankruptcy, insolvency or
               similar case or proceeding, or shall be adjudicated
               bankrupt, or shall make a general assignment for the benefit
               of creditors, or shall consent to, or acquiesce in the
               appointment of, a receiver, trustee, custodian or liquidator
               for itself or substantially all of its property, assets or
               business; or 
     
               (e)  involuntary proceedings or an involuntary
               petition shall be commenced or  filed against the Lessee
               under any bankruptcy, insolvency or similar law or seeking
               the dissolution, liquidation or reorganization of the Lessee
               or the appointment of a receiver, 
               
                                        32

<PAGE>

               trustee, custodian or liquidator for the Lessee or of 
               substantially all of the property, assets or business of 
               the Lessee, or any writ, judgment, warrant of attachment, 
               execution or similar process shall be issued or levied 
               against substantially all of the property, assets or 
               business of the Lessee, and such proceedings or petition 
               shall not be dismissed, or such writ, judgment, warrant of 
               attachment, execution or similar process shall not be stayed, 
               released, vacated or fully bonded, within ninety (90) 
               consecutive days after commencement, filing or levy, as 
               the case may be.
     
          22.  Remedies Upon Default.  
     
               (a)  Upon the occurrence of any Event of Default and
               at any time thereafter so long as the same shall be
               continuing, the Lessor may exercise one or more of the
               following remedies as the Lessor in its sole discretion may
               elect: 
     
                         (i)  the Lessor may terminate or cancel this Lease,
                         without prejudice to  any other remedies of the
                         Lessor hereunder, with respect to all or any
                         Item of Equipment, and whether or not this Lease
                         has been so terminated, may enter the premises
                         of the Lessee or any other party to take
                         immediate possession of the Equipment and remove
                         all or any Item of Equipment by summary
                         proceedings or otherwise, or may cause the
                         Lessee, to store, maintain, surrender and
                         deliver possession of the Equipment or such Item
                         in the same manner as provided in Section 6
                         hereof; 
     
                         (ii) the Lessor may lease to others the Equipment or
                         any Item of Equipment, as the Lessor in its sole
                         discretion may determine, free and clear of any
                         rights of the Lessee and without any duty to
                         account to the Lessee with respect to such
                         action or inaction or for any proceeds with
                         respect thereto, except as required by this
                         Lease or by law; 
     
                         (iii) the Lessor may sell the Equipment or any Item 
                         of Equipment at public or private sale as the
                         Lessor may determine, free and clear of any
                         rights of the Lessee (except as required by
                         law), and the Lessee shall pay to the Lessor, as
                         liquidated damages for loss of a bargain and not
                         as a penalty (in lieu of the Basic Rent due for
                         the Equipment or Item(s) so sold for any Rental
                         Period commencing after the date on which such
                         sale occurs), the difference, if any of (A) the
                         sum of (x) all unpaid Basic Rent payable for
                         each Item of Equipment for all Rental Periods
                         through the date on which such sale occurs, plus
                         (y) the Casualty Loss Value of the Item(s) of
                         Equipment so sold, computed as of the Rent
                         Payment Date coincident with (or, if the sale is
                         not on a Rent Payment Date, next preceding) the
                         date of such sale, plus (z) all unpaid
                         Supplemental Payments (including Make Whole
                         Amount, if any) due with respect to each Item of
                         Equipment so sold 
                         
                                        33

<PAGE>

                         minus (B) the net proceeds of such sale (exclusive 
                         of any costs, fees and expenses incurred in 
                         connection with such sale);

                         (iv) whether or not the Lessor shall have exercised,
                         or shall thereafter at any time exercise, any of
                         its rights under clause (i) or (ii) above with
                         respect to any Item(s) of Equipment, the Lessor,
                         by written notice to the Lessee specifying a
                         payment date, may demand that the Lessee pay to
                         the Lessor, and the Lessee  shall pay to the
                         Lessor, on the payment date specified in such
                         notice, as liquidated damages for loss of a
                         bargain and not as a penalty (in lieu of the
                         Basic Rent due for any Item(s) of Equipment for
                         any Rental Period commencing after the payment
                         date specified in such notice and in lieu of the
                         exercise by the Lessor of its remedies under
                         clause (ii) above in the case of a re-lease of
                         such Item(s) or under clause (iii) above with
                         respect to a sale of such Item(s)), the sum of
                         (i) all unpaid Basic Rent payable for such
                         Item(s) for all Rental Periods through the
                         payment date specified in such notice, plus
                         (ii) all unpaid Supplemental Payments (including
                         Make Whole Amount, if any) due with respect to
                         such Item(s) as of the payment date specified in
                         such notice, plus (iii) an amount, with respect
                         to each such Item, equal to the Casualty Loss
                         Value of such Item(s) computed as of the Rent
                         Payment Date coincident with (or, if the payment
                         date specified is not a Rent Payment Date, next
                         preceding) the payment date specified in such
                         notice; provided, however, that with respect to
                         any such Item(s) returned to or repossessed by
                         the Lessor, the amount recoverable by the Lessor
                         pursuant to the foregoing shall be reduced (but
                         not below zero) by an amount equal to the Fair
                         Market Sales Value of such Item(s) as of the
                         date on which the Lessor has obtained possession
                         of such Item(s) and shall not exceed the Maximum
                         Lessee Risk Amount plus the Make Whole Amount
                         due to Lessor, if any, for such date; 
     
                         (v)  unless the Equipment has been sold in its
                         entirety, the Lessor may, whether or not the
                         Lessor shall have exercised or shall thereafter
                         at any time exercise any of its rights under
                         clause (ii), (iii) or (iv) of this Section 22
                         with respect to the Equipment or portions
                         thereof, demand, by written notice to the Lessee
                         specifying a date not earlier than ten days
                         after the date of such notice, that the Lessee
                         purchase, on such date, the Equipment (or the
                         remaining portion thereof) in accordance with
                         the provisions of Section 27(b)(i); provided,
                         however that no such written notice shall be
                         required upon the occurrence of any Event of
                         Default described in clause (d) or (e) of
                         Section 21; and 
     
                         (vi) the Lessor may exercise any other right or
                         remedy which may be available to it under
                         Applicable Law or proceed by appropriate court
                         action to 
                         
                                                34

<PAGE>
                         
                         enforce the terms hereof or to recover
                         damages for the breach hereof or to rescind this
                         Lease.
     
          In addition, the Lessee shall be liable for all Expenses,
     including attorneys' fees and Appraisal costs and expenses,
     reasonably incurred by the Lessor or any Assignee by reason of the
     occurrence of any Event of Default or the exercise of the Lessor's
     remedies with respect thereto, including all Expenses incurred in
     connection with the return of the Equipment in accordance with
     Section 6 hereof or in placing the Equipment in the condition
     required by Section 6.  For the purpose of clause (iv) above, the
     "Fair Market Sales Value" of any Item of Equipment shall mean such
     value as has been determined by averaging the valuations of an
     independent qualified appraiser selected by each of the Lessor and
     the Lessee.  The exercise or beginning of exercise by the Lessor
     of any one or more of its remedies shall not constitute the
     exclusive election of such remedies.  No express or implied waiver
     by the Lessor of any Event of Default shall in any way be, or be
     construed to be, a waiver of any future or subsequent Event of
     Default.  
     
               (b)  After the sale of all of the Equipment pursuant
               to the exercise of the Lessor's remedies under this Lease,
               any amounts collected by the Lessor in such sale or sales
               which exceed the sum of (i) the applicable Casualty Loss
               Values for all Items of Equipment subject to this Lease,
               plus but without duplication (ii) any amounts owed by the
               Lessee to the Lessor under this Lease, plus but without
               duplication (iii) the costs incurred by the Lessor in
               consummating such sale, shall be paid to the Lessee by the
               Lessor.  
     
          23.  Lessor's Right to Perform for the Lessee.  If the
     Lessee fails to make any Supplemental Payment required to be made
     by it hereunder or fails to perform or comply with any of its
     agreements contained herein, the Lessor may itself, after at least
     five (5) Business Days' prior written notice to the Lessee, make
     such payment or perform or comply with such agreement, and the
     amount of such payment and the amount of the reasonable Expenses
     of the Lessor incurred in connection with such payment or the
     performance of or compliance with such agreement, as the case may
     be, together with interest thereon at the rate specified in
     Section 24 hereof, shall, if not paid by the Lessee to the Lessor
     on demand, be deemed a Supplemental Payment hereunder.
     
          24.  Late Charges.  The Lessee shall pay to the Lessor,
     upon demand, to the extent permitted by applicable law, interest
     on any installment of Basic Rent not paid when due, and on any
     Supplemental Payment or other amount payable under this Lease
     which is not paid when due, for any period for which any of the
     same is overdue (without regard to any grace period) at a rate
     equal to the lesser of (a) the Applicable Rate plus two percent
     per annum, or (b) the maximum rate of interest permitted by law.  
     

                                35

<PAGE>

          25.  Further Assurances.  The Lessee will promptly and duly
     execute and deliver to the Lessor and any Assignee such other
     documents and assurances and filings (including with the Surface
     Transportation Board and under the Uniform Commercial Code), and
     will take such further action as the Lessor or any Assignee may
     from time to time reasonably request in order to carry out more
     effectively the intent and purposes of this Lease and to establish
     and protect the rights and remedies created or intended to be
     created in favor of the Lessor and of any Assignee and their
     respective rights, title and interests in and to the Equipment.  
     
          26.  Notices.  All notices provided for or required under
     the terms and provisions hereof shall be in writing (including
     facsimile) and addressed, delivered or transmitted to the
     appropriate party at its address or facsimile number as set forth
     on Schedule I hereto, or in the case of any Assignee, to the
     address or facsimile number as such Assignee shall designate in
     writing to the Lessor and the Lessee, or in each case at such
     other address or facsimile number as an addressee shall designate
     in writing to the other parties.  Any notice, if mailed or sent by
     courier service, shall be deemed given when delivered; any notice,
     if transmitted by facsimile, shall be deemed given when
     transmitted and electronically confirmed.
     
          27.  Lessee's Renewal, Purchase and Sale Options.  
     
               (a)  Lessee's Renewal Option.  With respect to each
               Lease Supplement, the Lessee shall be entitled, at its
               option, to renew this Lease for a Renewal Term with respect
               to all or any portion of the Items of Equipment then subject
               to such Lease Supplement (provided that the balance of the
               Equipment not so renewed is purchased), unless (i) an Event
               of Default exists, or (ii) this Lease shall have been
               earlier terminated.  The first Renewal Term with respect to
               each such Item of Equipment will commence at the expiration
               of the Basic Term of such Item, and each succeeding Renewal
               Term will commence at the expiration of the next preceding
               Renewal Term.  All of the provisions of this Lease,
               including Basic Rent, Casualty Loss Value and the Applicable
               Rate, shall be applicable during each Renewal Term for each
               such Item of Equipment.  If the Lessee intends not to
               exercise said renewal option with respect to all of such
               Items of Equipment for the next following Renewal Term with
               respect thereto, the Lessee shall give written notice to the
               Lessor to such effect at least 180 days prior to the
               expiration of the Basic Term, in the case of the first
               Renewal Term, and at least 180 days prior to the expiration
               of the then current Renewal Term of said Item(s) of
               Equipment, in the case of the then next succeeding Renewal
               Term.  If the Lessee fails to give such written notice to
               the Lessor with respect to all of the Items of Equipment
               covered by any Lease Supplement, it shall be conclusively
               presumed that the Lessee has elected to exercise said
               renewal option with respect to all of such Items of
               Equipment for said Renewal Term.  In the event the Lessee
               elects not to exercise said renewal option, the Lessee shall
               be deemed to have exercised its purchase option under
               Section 27(b) hereof (unless Lessee elects to sell such Item
               to a third party in accordance with Section 27(c) hereof).  
     

                                36

<PAGE>

               (b)  Lessee's Purchase Option.  (I)  With respect to
               each Lease Supplement, the Lessee shall be entitled, at its
               option at the end of the Basic Term and any Renewal Term
               (notwithstanding that Lessee may have previously agreed to
               renew this Lease for subsequent Renewal Terms), upon written
               notice to the Lessor as hereinafter provided, to purchase
               all, but not less than all, Items of Equipment then subject
               to such Lease Supplement for which Lessee has not opted to
               renew this Lease, unless (i) a Default or  Event of Default
               exists, or (ii) this Lease shall have been earlier
               terminated.  Such purchase shall be consummated, and the
               Lessee shall pay the purchase price therefor to the Lessor
               in immediately available funds, on the Rent Payment Date
               specified in the Lessee's notice to the Lessor.  The date of
               purchase shall be no earlier than the first anniversary of
               the Funding Date with respect to such Items of Equipment. 
               The purchase price for each such Item shall be an amount
               (each, an "EBO Purchase Option Amount") equal to the
               Unamortized Lease Balance for such Items of Equipment.  In
               addition, the Lessee shall pay to the Lessor on the early
               buyout date, in immediately available funds, (x) any
               applicable sales, excise or other taxes imposed as a result
               of such sale (other than gross or net income or similar
               taxes attributable to such sale), plus (y) the Make Whole
               Amount, if any, required to be paid under the terms of this
               Lease and any other Supplemental Payments then due and owing
               to the Lessor hereunder.  The Lessor's sale of each Item of
               Equipment shall be on an "as-is, where-is" basis, without
               any representation or warranty by, or recourse to, the
               Lessor except that the Lessor shall warrant that each such
               Item of Equipment shall be returned free and clear of all
               Liens of the sort described in clause (d) of the definition
               of Permitted Liens.  If the Lessee intends to exercise said
               early buyout option, the Lessee shall provide the Lessor
               with 180 days' prior written notice thereof. 
     
               (II)  In addition to Lessee's purchase option under
               clause (I) above, if either (x) this Lease is not construed
               as an operating lease for financial accounting purposes by
               Lessee's independent accountants or (y) any Required
               Alteration under Section 11 is reasonably determined by
               Lessee to be economically impractical, then, with respect to
               each Lease Supplement, the Lessee shall be entitled, upon
               not less than ninety (90) days prior written notice to the
               Lessor as hereinafter provided, to purchase all, but not
               less than all, Items of Equipment then subject to such Lease
               Supplement, unless (i) a Default or Event of Default exists,
               or (ii) this Lease shall have been earlier terminated.  Such
               purchase shall be consummated, and the Lessee shall pay the
               purchase price therefor to the Lessor in immediately
               available funds, on the Business Day (the "Payment Date")
               specified in the Lessee's notice to the Lessor.  The
               purchase price for each such Item shall be an amount (each,
               an "EBO Purchase Option Amount") equal to the Unamortized
               Lease Balance for such Items of Equipment as of the
               immediately preceding Rent Payment Date plus interest
               accrued thereon at the Applicable Rate from such preceding
               Rent Payment Date through such Payment Date.  In addition,
               the Lessee shall pay to the Lessor on the Payment Date, in
               immediately available funds, (x) any applicable sales,
               excise or other taxes imposed as a result of such sale
               (other than gross or net income or similar taxes
               attributable to such sale), plus (y) the Make Whole Amount,
               if any, required to be paid under the terms of this Lease
               and any other Supplemental Payments then due and owing to

                                        37

<PAGE>

               the Lessor hereunder.  The Lessor's sale of each Item of
               Equipment shall be on an "as-is", "where-is" basis, without
               any representation or warranty by, or recourse to, the
               Lessor except that the Lessor shall warrant that each such
               Item of Equipment shall be returned free and clear of all
               Liens of the sort described in clause (d) of the definition
               of Permitted Liens.
     
               (c)  Third Party Sale of Equipment. 
     
                         (i)  Remarketing Obligations.  In the event the
                         Lessee (x) delivers notice to the Lessor that it
                         has elected not to renew this Lease with respect
                         to all Items of Equipment then subject to this
                         Lease in accordance with Section 27(a) hereof
                         and (y) has not exercised its option to purchase
                         all of the Items of Equipment then subject to
                         this Lease pursuant to Section 27(b), then the
                         Lessee shall have the obligation during the last
                         180 days of the Basic Term (after exercise of
                         the maximum number of Renewal Terms permitted
                         hereby) (the "Remarketing Period"), to obtain
                         (at the cost of the Lessee) bona fide bids for
                         not less than all Items of Equipment then
                         subject to this Lease from prospective
                         purchasers (who are not, and are not acting on
                         behalf of, Lessee or any Affiliate of Lessee)
                         who are financially capable of purchasing such
                         Items of Equipment for cash.  Any such sale
                         shall be on an "as-is, where-is" basis, without
                         recourse or warranty except that the Lessor
                         shall warrant that each such Item of Equipment
                         shall be returned free and clear of all Liens of
                         the sort described in clause (d) of the
                         definition of Permitted Liens.  All such bids
                         received by the Lessee during such Remarketing
                         Period of such Items of Equipment shall be
                         immediately certified to the Lessor in writing,
                         setting forth the amount of such bid and the
                         name and address of the person or entity
                         submitting such bid.  Notwithstanding the
                         foregoing, the Lessor shall have the right, but
                         not the obligation, to seek bids for the
                         Equipment during the Remarketing Period.  
     
                    (ii) Sale of Equipment.  On the  Termination Date,
                         provided that all the conditions hereof have
                         been met, the Lessor shall sell (or cause to be
                         sold) all Items of Equipment then subject to
                         this Lease, for cash to the bidder, if any,
                         selected by the Lessee on an "as-is, where-is"
                         basis and without recourse or warranty except
                         that the Lessor shall warrant that each such
                         Item of Equipment shall be returned free and
                         clear of all Liens of the sort described in
                         clause (d) of the definition of Permitted Liens,
                         and upon receipt by the Lessor of the sales
                         price, the Lessor shall instruct the Lessee to
                         deliver and the Lessee shall deliver such
                         Item(s) of Equipment to such bidder; provided
                         that (x) any such sale shall be consummated, and
                         the sales price for such Item (and any amounts
                         payable by Lessee pursuant to Section 28) shall
                         be paid to the Lessor in immediately available
                         funds, on or before the Termination Date, and
                         (y) the Lessor shall not be obligated 
                         
                                        38

<PAGE>
                         
                         to sell such Equipment if (i) the Net Proceeds of 
                         Sale of such Items are less than the aggregate
                         Maximum Lessor Risk Amount applicable to such
                         Items as of the Termination Date, and (ii) the
                         Lessor has not received the amounts, if any,
                         payable by the Lessee pursuant to Section  28;
                         provided further that if such sale shall not be
                         consummated on such date and the Term shall not
                         have been extended or renewed, Lessee shall be
                         deemed to have exercised its purchase option
                         pursuant to Section 27(b)(i) and shall pay
                         Lessor the amounts specified therein on the
                         Termination Date.  Except as expressly set forth
                         herein, the Lessee shall have no right, power or
                         authority to bind the Lessor in connection with
                         any proposed sale of the Equipment.  
     
          28.  End-of-Term Rental Adjustment - Third Party Sale of
     Equipment.  If the aggregate proceeds of sale of the Equipment
     pursuant to Section 27(c) after deducting therefrom the aggregate
     amount of all costs (other than sales commissions or similar
     third-party fees, unless approved in writing by the Lessee)
     incurred by the Lessor in connection with such sale (such net
     amount being hereinafter referred to as "Net Proceeds of Sale")
     are less than the aggregate Estimated Residual Value of the
     Equipment as of such Termination Date, the Lessee shall, on the
     Termination Date, pay to the Lessor, in immediately available
     funds, to the Lessor's account specified pursuant to Section 7(c)
     hereof, (x) an amount equal to such deficiency (a "Deficiency")
     plus (y) the Basic Rent due and payable for such Items of
     Equipment on the Termination Date plus (z) any other Supplemental
     Payments then due and owing to the Lessor hereunder; provided,
     however, that if no Default or Event of Default shall exist, the
     amount of the Deficiency payable by the Lessee with respect to the
     Items covered by such Lease Supplement shall not exceed the
     Maximum Lessee Risk Amount as set forth in such Lease Supplement
     for such Termination Date.  If the Net Proceeds of Sale of such
     Items of Equipment exceed the aggregate Estimated Residual Value
     of such Items, then the Lessor shall apply that excess to any
     amounts that the Lessee then owes to the Lessor hereunder with
     respect to such Items (or, if an Event of Default exists, to any
     other amount that the Lessee then owes to the Lessor), and shall
     pay to the Lessee the remainder of such excess as an adjustment to
     the Basic Rent payable under this Lease for such Items.  
     
          29.  Covenants of the Lessee.  The Lessee agrees, for the
     benefit of the Lessor and each Assignee, as follows: 
     
               (a)  Financial Information.  During the Term, the
               Lessee will furnish or cause to be furnished to the Lessor
               (a) within one hundred twenty (120) days after the end of
               each of its fiscal years, its consolidated balance sheet and
               related consolidated statements of income and cash flows, in
               each case certified by independent certified public
               accountants of nationally recognized standing, showing its
               financial position at the close of such year and the results
               of its operations and cash flows for such year; (b) within
               sixty (60) days after the end of each of the first three (3)
               quarters in each of its fiscal years, its unaudited
               condensed consolidated balance sheet and related condensed
               consolidated statements of income and cash flows, such
               balance sheets to be as of the end of such quarter and such
               
                                        39

<PAGE>

               statements of income and cash flows to be for the period
               from the beginning of the fiscal year to the end of such
               quarter, in each case in the forms included in its Quarterly
               Report on Form 10-Q for such quarter filed with the SEC
               pursuant to the Securities Exchange Act of 1934, as amended,
               and subject to audit and year-end adjustments; and (c) such
               other information respecting the Lessee's business,
               properties or its condition or operations, financial or
               otherwise, as the Lessor may from time to time reasonably
               request.  
     
               In the event the Lessee is no longer obligated to file
               Forms 10-K and 10-Q with the SEC, the Lessee shall furnish
               to the Lessor the financial statements required to be filed
               under such Forms on or prior to the dates specified in the
               preceding sentence.  
     
               (b)  Mergers, etc.  The Lessee shall not merge with
               or into or consolidate with or into any other Person (other
               than the Western Resources Merger Transaction, which merger
               Lessor and Lessee agree complies with clauses (1) and (2)
               below) or sell, transfer, or otherwise dispose of
               substantially all the Lessee's assets unless, immediately
               after giving effect thereto, (1) the Lessee is the surviving
               corporation, or the surviving (if not the Lessee) or
               resulting corporation shall have assumed, in writing, the
               obligations of the Lessee under this Lease pursuant to
               documentation reasonably satisfactory to the Lessor and each
               Assignee (if any), and (2) the surviving entity or resulting
               entity or transferee, as applicable, will have a credit
               rating from Standard & Poor's Rating Group for its senior
               unsecured debt of BBB or better (or an equivalent rating
               from Moody's Investors Service).  
     
               (c)  ERISA.  As soon as possible and in any event
               (A) within the time notice to the PBGC is required as to any
               ERISA Event described in clause (i) of the definition of
               ERISA Event with respect to any Plan of the Lessee or any
               ERISA Affiliate of the Lessee has occurred and (B) within
               ten days after any other ERISA Event with respect to any
               Plan of the Lessee or any ERISA Affiliate of the Lessee has
               occurred, the Lessee shall deliver to the Lessor a statement
               if the Lessee (signed on its behalf by a Responsible Officer
               of the Lessee) describing such ERISA Event and the action,
               if any, which the Lessee or such ERISA Affiliate proposes to
               take with respect thereto.  
     
               (d)  ERISA Information.  Promptly after receipt
               thereof' by the Lessee or any of its ERISA Affiliates from
               the PBGC, the Lessee shall deliver to the Lessor copies of
               each notice received by the Lessee or such ERISA Affiliate
               of the PBGC's intention to terminate any Plan if the Lessee
               or such ERISA Affiliate or to have a trustee appointed to
               administer any such Plan.
     
               (e)  ERISA Notice.  Promptly after receipt thereof by
               the Lessee or any ERISA Affiliate of the Lessee from a
               Multiemployer Plan sponsor, the Lessee shall deliver to the
               Lessor copy of each notice received by the Lessee or such
               ERISA Affiliate concerning the imposition or amount of
               withdrawal liability in an aggregate principal amount of at
               least 
               
                                        40               
                                        
<PAGE>

               $10 million pursuant to Section 4202 of ERISA in
               respect of which the Lessee or such ERISA Affiliate is
               reasonably expected to be liable.  
     
               (f)  Litigation.  The Lessee shall deliver to the
               Lessor, promptly after the Lessee becomes aware of the
               occurrence thereof, notice of all actions, suits,
               proceedings or other events for which the Lessor will be
               entitled to indemnity hereunder.  
     
          30.  Payment of Transaction Expenses.  The Lessor shall be
     responsible for the reasonable fees and expenses of its counsel
     and special Surface Transportation Board counsel incurred in
     connection with the negotiation and initial documentation of this
     transaction.  The Lessee shall be responsible for the reasonable
     fees and expenses of its counsel. 
     
          31.  Owner for Income Tax Purposes.  The Lessor agrees that
     the Lessee shall be deemed the owner of the Equipment for Federal,
     state and local income tax purposes and that, so long as no Event
     of Default shall have occurred and be continuing, the Lessor shall
     take no action inconsistent with such ownership for income tax
     purposes.  
     
          32.  Governing Law; Waiver of Jury Trial; Submission to
     Jurisdiction.  This Lease shall in all respects be governed by,
     and construed in accordance with, the laws of the State of
     Illinois, including all matters of construction, validity and
     performance.  The Lessee and the Lessor hereby waive any right to
     a trial by jury in any dispute arising under or in any way
     relating to the transactions contemplated by this Lease.  Each of
     the Lessor and the Lessee (a) irrevocably submits itself to the
     non-exclusive jurisdiction of the Courts of the State of Illinois,
     Cook County and the United States District Court for the Northern
     District of Illinois for the purposes of any suit, action or other
     proceeding arising out of this Lease, or the subject matter hereof
     or the transaction contemplated hereby, (b) irrevocably agrees
     that all claims in respect of such action or proceeding may be
     heard and determined in such Illinois State or United States
     Federal court and (c) agrees not to assert, by way of motion, as a
     defense or otherwise, in any such suit, action or proceeding any
     claim that is not personally subject to the jurisdiction of the
     above-named Illinois State or United States Federal courts, that
     the suit, action or proceeding is brought in an inconvenient
     forum, that the venue of the suit, action or proceeding is
     improper, or that this Lease or the subject matter hereof may not
     be enforced in or by such courts under any applicable law.  The
     Lessee agrees that its submission to jurisdiction is made for the
     express benefit of the Lessor and its successors and permitted
     assigns.  Lessee hereby agrees that service of process may be made
     upon Lessee by written notice.  Nothing in this Section 32 shall
     affect the right of the Lessor or its successors or assigns to
     serve legal process in any other manner permitted by law or affect
     the right of the Lessor or its successors or permitted assigns to
     bring any action or proceeding against the Lessee or its property
     in the courts of other jurisdictions.  
     
                                        41

<PAGE>

          33.  Miscellaneous.  Any provision of this Lease which is
     prohibited or unenforceable in any jurisdiction shall, as to such
     jurisdiction, be ineffective to the extent of such prohibition or
     unenforceability without invalidating or diminishing any party's
     rights under the remaining provisions hereof, and any such
     prohibition or unenforceability in any jurisdiction shall not
     invalidate or render unenforceable such provision in any other
     jurisdiction.  To the extent permitted by applicable law, the
     Lessee and the Lessor hereby waive any provision of law which
     renders any provision of this Lease prohibited or unenforceable in
     any respect.  No term or provision of this Lease may be amended,
     altered, waived, discharged or terminated orally, but may be
     amended, altered, waived, discharged or terminated only by an
     instrument in writing signed by a duly authorized officer of the
     party against which the enforcement of the amendment, alteration,
     waiver, discharge or termination is sought.  A waiver on any one
     occasion shall not be construed as a waiver on a future occasion. 
     All of the covenants, conditions and obligations contained in this
     Lease shall be binding upon and shall inure to the benefit of the
     respective successors and permitted assigns of the Lessor and the
     Lessee (subject to the restrictions of Section 13 above and
     Section 34 below).  This Lease, each Lease Supplement and each
     related instrument, document, agreement and certificate,
     collectively constitute the complete and exclusive statement of
     the terms of the agreement between the Lessor and the Lessee with
     respect to the acquisition and leasing of the Equipment, and
     cancel and supersede any and all prior oral or written
     understandings with respect thereto.  This Lease and each Lease
     Supplement may be executed in counterparts, each of which shall
     constitute an original document but all of which together shall
     constitute a single instrument.
     
          34.  Registered Instrument.  This Lease is a registered
     instrument.  A manually signed copy of this Lease shall be
     evidence only of Lessor's and Lessee's rights and is not a bearer
     instrument.  The Lessor agrees with the Lessee that the Lessee
     shall keep books of registry by which Lessee will register by book
     entry, and register by book entry any transfer of, Lessor's
     interest in this Lease and in the right to receive any payments
     under this Lease.  Prior to the due presentment for registration
     of any transfer of Lessor's interest in this Lease, the Lessee and
     the Lessor shall deem and treat the Person in whose name this
     Lease is registered in the books of registry as the absolute owner
     of this Lease and the holder of this Lease for the purpose of
     receiving payment of all amounts payable with respect to this
     Lease.  Lessor's interest in this Lease and in the rights to
     receive any payments under the Lease may be transferred only
     pursuant to and in compliance with the provisions of this Lease,
     which transfers shall be registered by book entry made by the
     Lessee in its books of registry.  No transfer by Lessor (whether
     or not with Lessee's consent) of any interest in this Lease or in
     the right to receive any payments hereunder shall be permitted
     unless a book entry of such transfer is made upon such registry
     and such transfer is otherwise in accordance with the terms of
     this Lease.
     
          IN WITNESS WHEREOF, the parties hereto have caused this
     Equipment Leasing Agreement to be duly executed by their duly
     authorized representatives as of the date first above written.  
     
                   [SIGNATURES ARE ON ATTACHED PAGES]
                                
                                42

<PAGE>
                                               [Equipment Leasing Agreement]

     Attest:                            Lessee:
     
                                        KANSAS CITY POWER & LIGHT COMPANY
     
     
     By:  /s/Jeanie Sell Latz           By:  /s/Andrea F. Bielsker
          Name: Jeanie Sell Latz             Name: Andrea F. Bielsker
          Title:                             Title:    
          Senior Vice President-             Treasurer
          Corporate Services, Corporate
          Secretary & Chief Legal Officer
     
     (Corporate Seal)
     
     
                                        Lessor:
     
                                        CCG TRUST CORPORATION
     
     Attest:
     
     
     
     By: /s/M. Hafiz Khan               By:  /s/John R. Walker
         Name: M. Hafiz Khan                 Name: John R. Walker
         Title:                              Title:
         Attorney at Law                     Managing Director     
         
     (Corporate Seal)
     

     THIS IS COUNTERPART NO. __ OF ____ SERIALLY NUMBERED MANUALLY
     EXECUTED COUNTERPARTS.  TO THE EXTENT, IF ANY, THAT THIS DOCUMENT
     CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE, NO
     SECURITY INTEREST IN THIS DOCUMENT MAY BE PERFECTED THROUGH THE
     POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.  1.  


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