Fifty-Fourth Supplemental Indenture dated as of June 11, 2009



 Exhibit 4 (b) 
  
  
  
 KANSAS GAS AND ELECTRIC COMPANY 
 TO

 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 
 (successor to BNY Midwest Trust Company) 
 and 
 JUDITH L. BARTOLINI 
 (successor to W. A. Spooner, Henry A. Theis, Oliver R. Brooks,

 Wesley L. Baker, Edwin F. McMichael and R. Amundsen) 
 as Trustees under Kansas Gas and Electric Company’s 
 Mortgage and Deed of Trust, Dated as of
April 1, 1940 
 FIFTY-FOURTH SUPPLEMENTAL INDENTURE 
 Providing, among other things, for 
 First Mortgage Bonds, 6.70% Series due June 15, 2019 
 Dated as of June 11, 2009 
  
  
  







 FIFTY-FOURTH SUPPLEMENTAL INDENTURE 
 INDENTURE, dated as of June 11, 2009, between Kansas Gas and Electric Company, a corporation of the State of Kansas (formerly named KCA Corporation
and successor by merger to Kansas Gas and Electric Company, a corporation of the State of Kansas, hereinafter sometimes called the “Company-Kansas”), whose post office address is 100 North Broadway Street, Suite 800, Wichita, Kansas 67201
(hereinafter sometimes called the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, whose post office address is 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602 (successor to BNY
Midwest Trust Company (the “Corporate Trustee”)), and Judith L. Bartolini (successor to W.A. Spooner, Henry A. Theis, Oliver R. Brooks, Wesley L. Baker, Edwin F. McMichael and R. Amundsen, and being hereinafter sometimes
called the “Individual Trustee”), whose post office address is 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602 (the Corporate Trustee and the Individual Trustee being hereinafter together sometimes called the
“Trustees”), as Trustees under the Mortgage and Deed of Trust together with any indenture supplemental thereto (including this Indenture (hereinafter sometimes called the “Fifty-fourth Supplemental Indenture”)), dated as of
April 1, 1940 (hereinafter called the “Mortgage”), which Mortgage was originally executed and delivered by Kansas Gas and Electric Company, a corporation of the State of West Virginia to which the Company-Kansas was successor by
merger (hereinafter sometimes called the “Company-West Virginia”), to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage; 
 WHEREAS, the Company-West Virginia caused the Mortgage to be filed for record as a mortgage of real property and as a chattel mortgage in the offices of
the Registers of Deeds in various counties in the State of Kansas, and on April 25, 1940 paid to the Register of Deeds of Sedgwick County, Kansas, that being the County in which the Mortgage was first filed for record, the sum of $40,000 in
payment of the Kansas mortgage registration tax as provided by Section 79-3101 et seq., General Statutes of Kansas 1935; and 
 WHEREAS, by the Mortgage, the Company-West Virginia covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out
more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired, intended to be subject to the lien thereof; and 
 WHEREAS, an instrument, dated May 31, 1949, was executed by the Company-West Virginia appointing Oliver R. Brooks as Individual Trustee in
succession to said Henry A. Theis, resigned, under the Mortgage, and by Oliver R. Brooks accepting the appointment as Individual Trustee under the Mortgage in succession to said Henry A. Theis, which instrument was filed for record in the offices of
the Registers of Deeds in various counties in the State of Kansas; and 
 WHEREAS, an instrument, dated March 3, 1958, was executed by
the Company-West Virginia appointing Wesley L. Baker as Individual Trustee in succession to said Oliver R. Brooks, resigned, under the Mortgage, and by Wesley L. Baker accepting the appointment as Individual Trustee under the Mortgage in succession
to said Oliver R. Brooks, which instrument was filed for record in the offices of the Registers of Deeds in various counties in the State of Kansas; and 







 WHEREAS, an instrument, dated November 20, 1969, was executed by the Company-West Virginia
appointing Edwin F. McMichael as Individual Trustee in succession to said Wesley L. Baker, resigned, under the Mortgage, and by Edwin F. McMichael accepting the appointment as Individual Trustee under the Mortgage in succession to said Wesley L.
Baker, which instrument was filed for record in the offices of the Registers of Deeds in various counties in the State of Kansas; and 
 WHEREAS, by the Twenty-seventh Supplemental Indenture mentioned below, the Company-Kansas, among other things, appointed R. Amundsen as Individual Trustee in succession to said Edwin F. McMichael, resigned, under the Mortgage, and by R.
Amundsen accepting the appointment as Individual Trustee under the Mortgage in succession to said Edwin F. McMichael; and 
 WHEREAS, by the
Thirty-second Supplemental Indenture mentioned below, the Company-Kansas, among other things, appointed W. A. Spooner as Individual Trustee in succession to said R. Amundsen, resigned, under the Mortgage, and by W. A. Spooner accepting the
appointment as Individual Trustee under the Mortgage in succession to said R. Amundsen; and 
 WHEREAS, by the Fortieth Supplemental
Indenture mentioned below, the Company-Kansas, among other things, appointed Judith L. Bartolini as Individual Trustee in succession to said W.A. Spooner resigned, under the Mortgage, and by Judith L. Bartolini accepting the appointment as
Individual Trustee under the Mortgage in succession to said W.A. Spooner; and 
 WHEREAS, the Company-West Virginia executed and delivered to
the Trustees a First Supplemental Indenture, dated as of June 1, 1942 (which supplemental indenture is hereinafter sometimes called the “First Supplemental Indenture”); and 
 WHEREAS, the Company-West Virginia caused the First Supplemental Indenture to be filed for record as a mortgage of real property and as a chattel
mortgage in the offices of the Registers of Deeds in various counties in the State of Kansas, but paid no mortgage registration tax in connection with the recordation of the First Supplemental Indenture, no such tax having been payable in connection
with such recordation; and 
 WHEREAS, the Company-West Virginia executed and delivered to the Trustees the following supplemental
indentures: 
  

			
	 Designation
	  	 Dated as of

	Second Supplemental Indenture	  	March 1, 1948
	Third Supplemental Indenture	  	December 1, 1949
	Fourth Supplemental Indenture	  	June 1, 1952
	Fifth Supplemental Indenture	  	October 1, 1953
	Sixth Supplemental Indenture	  	March 1, 1955
	Seventh Supplemental Indenture	  	February 1, 1956
	Eighth Supplemental Indenture	  	January 1, 1961
	Ninth Supplemental Indenture	  	May 1, 1966
	Tenth Supplemental Indenture	  	March 1, 1970
	Eleventh Supplemental Indenture	  	May 1, 1971
	Twelfth Supplemental Indenture	  	March 1, 1972








 which supplemental indentures are hereinafter sometimes called the Second through Twelfth Supplemental Indentures,
respectively; and 
 WHEREAS, the Company-West Virginia caused the Second through Eighth Supplemental Indentures to be filed for record as a
mortgage of real property and as a chattel mortgage in the offices of the Registers of Deeds in various counties in the State of Kansas, and caused the Ninth through Twelfth Supplemental Indentures to be filed for record as a mortgage of real
property in the offices of the Registers of Deeds in various counties in the State of Kansas and as a chattel mortgage in the Office of the Secretary of State of Kansas, and on the following dates paid to the Register of Deeds of Sedgwick County,
Kansas, that being the County in which the Second through Twelfth Supplemental Indentures were first filed for record as a mortgage of real property, the following amounts: 
  

				
	 Date
	  	Amount
	 March 30, 1948
	  	$	12,500
	 December 7, 1949
	  	 	7,500
	 June 17, 1952
	  	 	30,000
	 October 21, 1953
	  	 	25,000
	 March 22, 1955
	  	 	25,000
	 March 5, 1956
	  	 	17,500
	 January 24, 1961
	  	 	17,500
	 May 17, 1966
	  	 	40,000
	 March 10, 1970
	  	 	87,500
	 May 19, 1971
	  	 	87,500
	 March 23, 1972
	  	 	62,500

 such amounts being in payment of the Kansas mortgage registration tax as provided by the then currently applicable
sections of the statutes of the State of Kansas in effect on those dates; and 
 WHEREAS, the Company-West Virginia was merged into the
Company-Kansas on May 31, 1973; and 
 WHEREAS, in order to evidence the succession of the Company-Kansas to the Company-West Virginia
and the assumption by the Company-Kansas of the covenants and conditions of the Company-West Virginia in the bonds and in the Mortgage contained, and to enable the Company-Kansas to have and exercise the powers and rights of the Company-West
Virginia under the Mortgage in accordance with the terms thereof, the Company-Kansas executed and delivered to the Trustees a Thirteenth Supplemental Indenture, dated as of May 31, 1973 (which supplemental indenture is hereinafter sometimes
called the “Thirteenth Supplemental Indenture”); and 
 WHEREAS, the Company-Kansas caused the Thirteenth Supplemental Indenture to
be filed for record as a mortgage of real property in the offices of the Registers of Deeds in various counties in the State of Kansas and as a chattel mortgage in the Office of the Secretary of State of Kansas, but paid no mortgage registration tax
in connection with the recordation of the Thirteenth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 







 WHEREAS, the Company-Kansas executed and delivered to the Trustees the following supplemental indentures:

  

			
	 Designation
	  	 Dated as of

	Fourteenth Supplemental Indenture	  	July 1, 1975
	Fifteenth Supplemental Indenture	  	December 1, 1975
	Sixteenth Supplemental Indenture	  	September 1, 1976
	Seventeenth Supplemental Indenture	  	March 1, 1977
	Eighteenth Supplemental Indenture	  	May 1, 1977
	Nineteenth Supplemental Indenture	  	August 1, 1977
	Twentieth Supplemental Indenture	  	March 15, 1978
	Twenty-first Supplemental Indenture	  	January 1, 1979
	Twenty-second Supplemental Indenture	  	April 1, 1980
	Twenty-third Supplemental Indenture	  	July 1, 1980
	Twenty-fourth Supplemental Indenture	  	August 1, 1980
	Twenty-fifth Supplemental Indenture	  	June 1, 1981
	Twenty-sixth Supplemental Indenture	  	December 1, 1981
	Twenty-seventh Supplemental Indenture	  	May 1, 1982
	Twenty-eighth Supplemental Indenture	  	March 15, 1984
	Twenty-ninth Supplemental Indenture	  	September 1, 1984
	Thirtieth Supplemental Indenture	  	September 1, 1984
	Thirty-first Supplemental Indenture	  	February 1, 1985
	Thirty-second Supplemental Indenture	  	April 15, 1986
	Thirty-third Supplemental Indenture	  	June 1, 1991
	Thirty-fourth Supplemental Indenture	  	March 31, 1992
	Thirty-fifth Supplemental Indenture	  	December 17, 1992
	Thirty-sixth Supplemental Indenture	  	August 12, 1993
	Thirty-seventh Supplemental Indenture	  	January 15, 1994
	Thirty-eighth Supplemental Indenture	  	March 1, 1994
	Thirty-ninth Supplemental Indenture	  	April 15, 1994
	Fortieth Supplemental Indenture	  	June 28, 2000
	Forty-first Supplemental Indenture	  	June 6, 2002
	Forty-second Supplemental Indenture	  	March 12, 2004
	Forty-third Supplemental Indenture	  	June 1, 2004
	Forty-fourth Supplemental Indenture	  	May 6, 2005
	Forty-fifth Supplemental Indenture	  	March 17, 2006
	Forty-sixth Supplemental Indenture	  	June 1, 2006
	Forty-seventh Supplemental Indenture	  	March 16, 2007
	Forty-eighth Supplemental Indenture	  	July 10, 2007
	Forty-ninth Supplemental Indenture	  	October 12, 2007
	Fiftieth Supplemental Indenture	  	February 22, 2008
	Fifty-first Supplemental Indenture	  	May 15, 2008
	Fifty-second Supplemental Indenture	  	August 1, 2008
	Fifty-third Supplemental Indenture	  	October 1, 2008








 which supplemental indentures are hereinafter sometimes called the Fourteenth through Fifty-third Supplemental
Indentures, respectively; and 
 WHEREAS, the Company-Kansas caused the Fourteenth Supplemental Indenture to be filed for record as a
mortgage of real property in the offices of the Registers of Deeds in various counties in the State of Kansas and as a chattel mortgage in the Office of the Secretary of State of Kansas; and 
 WHEREAS, the Company-Kansas caused the Fifteenth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on December 10, 1975, Film 169, page 363), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on December 10, 1975 and indexed as No. 325,911); and

 WHEREAS, the Company-Kansas caused the Sixteenth Supplemental Indenture to be filed for record as a mortgage of real property in the
office of the Register of Deeds of Sedgwick County, Kansas (filed on September 29, 1976, Film 211, page 363), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on September 29, 1976 and indexed as
No. 363,835); and 
 WHEREAS, the Company-Kansas caused the Seventeenth Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on March 16, 1977, Film 234, page 492), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on March 1, 1977 and indexed
as No. 384,759); and 
 WHEREAS, the Company-Kansas caused the Eighteenth Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on May 26, 1977, Film 246, page 655), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on May 26, 1977 and indexed as
No. 394,573); and 
 WHEREAS, the Company-Kansas caused the Nineteenth Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on August 31, 1977, Film 263, page 882), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on September 1, 1977 and
indexed as No. 406,577); and 
 WHEREAS, the Company-Kansas caused the Twentieth Supplemental Indenture to be filed for record as a
mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on March 29, 1978, Film 297, pages 635-656), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on March 30,
1978 and indexed as No. 434,072); and 







 WHEREAS, the Company-Kansas caused the Twenty-first Supplemental Indenture to be filed for record as a
mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on January 9, 1979, Film 345, page 648), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on January 10,
1979 and indexed as No. 470,851); and 
 WHEREAS, the Company-Kansas caused the Twenty-second Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on April 2, 1980, Film 413, page 1,468), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on
April 3, 1980 and indexed as No. 533,415); and 
 WHEREAS, the Company-Kansas caused the Twenty-third Supplemental Indenture to be
filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on July 1, 1980, Film 425, page 1,003), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed
on July 2, 1980 and indexed as No. 546,185); and 
 WHEREAS, the Company-Kansas caused the Twenty-fourth Supplemental Indenture to
be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on August 28, 1980, Film 435, page 266), and as a chattel mortgage in the Office of the Secretary of State of Kansas
(filed on August 29, 1980 and indexed as No. 554,543); and 
 WHEREAS, the Company-Kansas caused the Twenty-fifth Supplemental
Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on June 30, 1981, Film 483, page 1,512), and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on June 30, 1981 and indexed as No. 601,270); and 
 WHEREAS, the Company-Kansas caused the Twenty-sixth
Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on December 30, 1981, Film 510, page 300), and as a chattel mortgage in the Office of the
Secretary of State of Kansas (filed on December 31, 1981 and indexed as No. 628,293); and 
 WHEREAS, the Company-Kansas caused the
Twenty-seventh Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on May 6, 1982, Film 526, page 1,141), and as a chattel mortgage in the Office
of the Secretary of State of Kansas (filed on May 7, 1982 and indexed as No. 650,115); and 
 WHEREAS, the Company-Kansas caused
the Twenty-eighth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on March 22, 1984, Film 645, page 1,524), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on March 23, 1984 and indexed as No. 796,449); and 







 WHEREAS, the Company-Kansas caused the Twenty-ninth Supplemental Indenture to be filed for record as a
mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on September 5, 1984, Film 681, page 763), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on
September 6, 1984 and indexed as No. 852,425); and 
 WHEREAS, the Company-Kansas caused the Thirtieth Supplemental Indenture to be
filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on September 12, 1984, Film 682, page 1,087), and as a chattel mortgage in the Office of the Secretary of State of Kansas
(filed on September 13, 1984 and indexed as No. 854,284); and 
 WHEREAS, the Company-Kansas caused the Thirty-third Supplemental
Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on June 18, 1991, Film 1177, page 0876), and as a security agreement in the Office of Secretary of State of
Kansas (filed on June 18, 1991 and indexed as No. 1,693,446); and 
 WHEREAS, the Company-Kansas caused the Fortieth Supplemental
Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on June 28, 2000, Film 2062, page 0053), and as a security agreement in the Office of Secretary of State of
Kansas (filed on June 28, 2000, and indexed as No. 3756913); and 
 WHEREAS, the Company on the following dates paid to the
Register of Deeds of Sedgwick County, Kansas, that being the County in which the Fourteenth through Thirtieth Supplemental Indentures, the Thirty-third Supplemental Indenture and the Fortieth Supplemental Indenture were first filed for record as a
mortgage of real property, the following amounts: 
  

				
	 Date
	  	Amount
	 July 2, 1975
	  	$	100,000
	 December 10, 1975
	  	 	48,750
	 September 29, 1976
	  	 	62,500
	 March 16, 1977
	  	 	62,500
	 May 26, 1977
	  	 	25,000
	 August 31, 1977
	  	 	6,100
	 March 29, 1978
	  	 	62,500
	 January 9, 1979
	  	 	36,250
	 April 2, 1980
	  	 	67,500
	 July 1, 1980
	  	 	37,500
	 August 28, 1980
	  	 	63,750
	 June 30, 1981
	  	 	75,000
	 December 30, 1981
	  	 	62,500
	 May 6, 1982
	  	 	100,000
	 March 22, 1984
	  	 	93,750
	 September 5, 1984
	  	 	75,000
	 September 12, 1984
	  	 	50,000
	 June 18, 1991
	  	 	334,100
	 June 28, 2000
	  	 	1,780,538.50








 such amounts being in payment of the Kansas mortgage registration tax as provided by the then currently applicable
sections of the statutes of the State of Kansas in effect on those dates; and 
 WHEREAS, the Company-Kansas caused the Thirty-first
Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on February 1, 1985, Film 707, page 378), and as a chattel mortgage in the Office of the
Secretary of State of Kansas (filed on February 4, 1985 and indexed as No. 895,468), but paid no mortgage registration tax in connection with the recordation of the Thirty-first Supplemental Indenture, no such tax having been payable in
connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Thirty-second Supplemental Indenture to be filed for record
as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on April 16, 1986, Film 791, page 1,336), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on
April 17, 1986 and indexed as No. 1,048,212), but paid no mortgage registration tax in connection with the recordation of the Thirty-second Supplemental Indenture, no such tax having been payable in connection with such recordation; and

 WHEREAS, in order to evidence the succession of the Company to the Company-Kansas and the assumption by the Company of the covenants and
conditions of the Company-Kansas in the bonds and in the Mortgage contained, and to enable the Company to have and exercise the powers and rights of the Company-Kansas under the Mortgage in accordance with the terms thereof, the Company executed and
delivered to the Trustees a Thirty-fourth Supplemental Indenture, dated as of March 31, 1992 (which supplemental indenture is hereinafter sometimes called the “Thirty-fourth Supplemental Indenture”); and 
 WHEREAS, the Company-Kansas caused the Thirty-fourth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on March 31, 1992, Film 1236, page 987), and as a security agreement in the Office of Secretary of State of Kansas (filed on March 31, 1992 and indexed as No. 1,780,893), but paid no
mortgage registration tax in connection with the recordation of the Thirty-fourth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company caused the Thirty-fifth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on December 16, 1992, Film 1301, page 0104), and as a security agreement in the Office of Secretary of State of Kansas (filed on December 16, 1992 and indexed as No. 1,861,886), but paid no
mortgage registration tax in connection with the recordation of the Thirty-fifth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Thirty-sixth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on August 10, 1993, Film 1364, page 0515), and as a security agreement 








 
in the Office of Secretary of State of Kansas (filed on August 11, 1993 and indexed as No. 1,936,501), but paid no mortgage registration tax in
connection with the recordation of the Thirty-sixth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Thirty-seventh Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on
January 18, 1994, Film 1411, page 0710), and as a security agreement in the Office of Secretary of State of Kansas (filed on January 18, 1994 and indexed as No. 1,985,104), but paid no mortgage registration tax in connection with the
recordation of the Thirty-seventh Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Thirty-eighth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on February 28, 1994, Film 1422,
page 1046), and as a security agreement in the Office of Secretary of State of Kansas (filed on February 28, 1994 and indexed as No. 1,997,743), but paid no mortgage registration tax in connection with the recordation of the Thirty-eighth
Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the
Thirty-ninth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on April 27, 1994, Film 1440, page 855), and as a security agreement in the
Office of Secretary of State of Kansas (filed on April 27, 1994 and indexed as No. 1,377,915), but paid no mortgage registration tax in connection with the recordation of the Thirty-ninth Supplemental Indenture, no such tax having been
payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-first Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on June 6, 2002, Film 2460, page 1), and as a security agreement in the office of Secretary of State of Kansas (filed on June 6,
2002, and indexed as No. 5264221), but paid no mortgage registration tax in connection with the recordation of the Forty-first Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-second Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on March 12, 2004, Film 2854, page 8731), and as a security agreement in the office of Secretary of State of Kansas (filed on March 12, 2004, and indexed as No. 5760673), but paid no
mortgage registration tax in connection with the recordation of the Forty-second Supplemental Indenture, no such tax having been payable in connection with such recordation; and 







 WHEREAS, the Company-Kansas caused the Forty-third Supplemental Indenture to be filed for record as a
mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on June 10, 2004, Film and Page 28578510), and as a security agreement in the office of Secretary of State of Kansas (filed on June 10,
2004, and indexed as No. 5820311), but paid no mortgage registration tax in connection with the recordation of the Forty-third Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-fourth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on May 6, 2005, Film and Page 28671438), and as a security agreement in the office of Secretary of State of Kansas (filed on May 6, 2005, and indexed as No. 5981824), but paid no
mortgage registration tax in connection with the recordation of the Forty-fourth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-fifth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on March 17, 2006, Film and Page 28764552), and as a security agreement in the office of Secretary of State of Kansas (filed on March 17, 2006, and indexed as No. 6122576), but paid
no mortgage registration tax in connection with the recordation of the Forty-fifth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-sixth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on June 1, 2006, Film and Page 28785638, and as a security agreement in the office of Secretary of State of Kansas (filed on June 1, 2006, and indexed as No. 6168504), but paid no
mortgage registration tax in connection with the recordation of the Forty-sixth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-seventh Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on March 16, 2007, Film and Page 28865277), and as a security agreement in the office of Secretary of State of Kansas (filed on March 16, 2007, and indexed as No. 6326219), but paid
no mortgage registration tax in connection with the recordation of the Forty-seventh Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-eighth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on July 13, 2007, Film and Page 28899558), and as a security agreement in the office of Secretary of State of Kansas (filed on July 13, 2007, and indexed as No. 6385835), but paid no
mortgage registration tax in connection with the recordation of the Forty-eighth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 







 WHEREAS, the Company-Kansas caused the Forty-ninth Supplemental Indenture to be filed for record as a
mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on October 12, 2007, Film and Page 28923805), and as a security agreement in the office of Secretary of State of Kansas (filed on
October 12, 2007, and indexed as No. 6417307), but paid no mortgage registration tax in connection with the recordation of the Forty-ninth Supplemental Indenture, no such tax having been payable in connection with such recordation; and

 WHEREAS, the Company-Kansas caused the Fiftieth Supplemental Indenture to be filed for record as a mortgage of real property in the office
of the Register of Deeds of Sedgwick County, Kansas (filed on February 22, 2008, Film and Page 28953801), and as a security agreement in the office of Secretary of State of Kansas (filed on February 25, 2008, and indexed as
No. 6458236), but paid no mortgage registration tax in connection with the recordation of the Fiftieth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Fifty-first Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on May 15, 2008, Film and Page 28975775), and as a security agreement in the office of Secretary of State of Kansas (filed on May 15, 2008, and indexed as No. 6489843), but paid no
mortgage registration tax in connection with the recordation of the Fiftieth-first Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Fifty-second Supplemental Indenture to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on August 26, 2008, Film and Page 29002339), and as a security agreement in the office of Secretary of State of Kansas (filed on August 26, 2008, and indexed as No. 6521686, and
refiled on October 2, 2008, and indexed as No. 6533509), but paid no mortgage registration tax in connection with the recordation of the Fifty-second Supplemental Indenture, no such tax having been payable in connection with such
recordation; and 
 WHEREAS, the Company-Kansas caused the Fifty-third Supplemental Indenture to be filed for record as a mortgage of real
property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on October 10, 2008, Film and Page 29013036), and as a security agreement in the office of Secretary of State of Kansas (filed on October 10, 2008, and
indexed as No. 6535637), but paid no mortgage registration tax in connection with the recordation of the Fifty-third Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-West Virginia, the Company-Kansas or the Company has from time to time caused to be filed in the respective offices of the
above-mentioned Registers of Deeds and Secretary of State affidavits executed by the Trustees under the Mortgage, preserving and continuing the lien thereof either as a chattel mortgage in accordance with the provisions of K.S.A. 58-303 (Section
58-303 of the General Statutes of Kansas 1935) or as a security agreement under the provisions of
 K.S.A. 84-9-401 et seq.; and 







 WHEREAS, in addition to the aforesaid filings for record in the respective offices of the above-mentioned
Registers of Deeds, the Company-West Virginia, the Company-Kansas or the Company has filed copies of the Mortgage and the First through Fiftieth-third Supplemental Indentures, certified as true by it, with the Secretary of State of Kansas; and

 WHEREAS, the Company-West Virginia, the Company-Kansas or the Company has heretofore issued, in accordance with the provisions of the
Mortgage, as heretofore supplemented, the following series of First Mortgage Bonds: 
  

						
	 Series
	  	Principal
Amount
Issued	  	Principal
Amount
Outstanding
	 3 3/8% Series due 1970
	  	$	16,000,000	  	None
	 3 1/8% Series due 1978
	  	 	5,000,000	  	None
	 2 3/4% Series due 1979
	  	 	3,000,000	  	None
	 3 3/8% Series due 1982
	  	 	12,000,000	  	None
	 3 5/8% Series due 1983
	  	 	10,000,000	  	None
	 3 3/8% Series due 1985
	  	 	10,000,000	  	None
	 3 3/8% Series due 1986
	  	 	7,000,000	  	None
	 4 5/8% Series due 1991
	  	 	7,000,000	  	None
	 5 5/8% Series due 1996
	  	 	16,000,000	  	None
	 8 1/2% Series due 2000
	  	 	35,000,000	  	None
	 8 1/8% Series due 2001
	  	 	35,000,000	  	None
	 7 3/8% Series due 2002
	  	 	25,000,000	  	None
	 9 5/8% Series due 2005
	  	 	40,000,000	  	None
	 6% Series due 1985
	  	 	7,000,000	  	None
	 7 3/4% Series due 2005
	  	 	12,500,000	  	None
	 8 3/8% Series due 2006
	  	 	25,000,000	  	None
	 8 1/2% Series due 2007
	  	 	25,000,000	  	None
	 6% Series due 2007
	  	 	10,000,000	  	None
	 5 7/8% Series due 2007
	  	 	21,940,000	  	None
	 8 7/8% Series due 2008
	  	 	30,000,000	  	None
	 6.80% Series due 2004
	  	 	14,500,000	  	None
	 16 1/4% Series due 1987
	  	 	30,000,000	  	None
	 6 1/2% Series due 1983
	  	 	15,000,000	  	None
	 7 1/4% Series due 1983
	  	 	25,500,000	  	None
	 14 7/8% Series due 1987—1991
	  	 	30,000,000	  	None
	 16% Series due 1996
	  	 	25,000,000	  	None
	 15 3/4% Series due 1989
	  	 	40,000,000	  	None
	 13 1/2% Series due 1989
	  	 	100,000,000	  	None
	 14.05% Series due 1991
	  	 	30,000,000	  	None
	 14 1/8% Series due 1991
	  	 	20,000,000	  	None
	 10 7/8% Series due 1987
	  	 	30,000,000	  	None
	 9 3/4% Series due 2016
	  	 	50,000,000	  	None
	 7.00% Series A due 2031
	  	 	18,900,000	  	None
	 7.00% Series B due 2031
	  	 	308,600,000	  	None
	 7.60% Series due 2003
	  	 	135,000,000	  	None









					
	 Series
	  	Principal
Amount
Issued	  	Principal
Amount
Outstanding
	 6 1/2% Series due 2005
	  	65,000,000	  	None
	 6.20% Series due 2006
	  	100,000,000	  	None
	 5.10% Series due 2023
	  	13,462,500	  	13,462,500
	 7 1/2% Series A due 2032
	  	14,500,000	  	14,500,000
	 7 1/2% Series B due 2027
	  	21,940,000	  	21,940,000
	 7 1/2% Series C due 2032
	  	10,000,000	  	10,000,000
	 9 1/2% Series due 2003
	  	702,200,000	  	None
	 8% Series due 2005
	  	735,000,000	  	None
	 3 1/2% Series due 2007
	  	300,000,000	  	None
	 5.30% Series due 2031
	  	18,900,000	  	18,900,000
	 5.30% Series A due 2031
	  	108,600,000	  	108,600,000
	 2.65% Series B due 2031
	  	100,000,000	  	None
	 Variable Rate Series C due 2031
	  	100,000,000	  	50,000,000
	 4.60% Series due 2010
	  	350,000,000	  	None
	 5.57% Series due 2011
	  	500,000,000	  	None
	 Burlington Series 2004B-1 due 2031
	  	50,000,000	  	50,000,000
	 5.57% Series due 2012
	  	500,000,000	  	None
	 6.53% Series due 2037
	  	175,000,000	  	175,000,000
	 5.57% Series due 2012
	  	750,000,000	  	750,000,000
	 6.15% Series A due 2023
	  	50,000,000	  	50,000,000
	 6.64% Series B due 2038
	  	100,000,000	  	100,000,000
	 Burlington Series 2008 due 2031
	  	50,000,000	  	50,000,000
	 Burlington Series 2008A Due 2031
	  	50,000,000	  	50,000,000

 hereinafter sometimes called Bonds of the First through Fifty-ninth Series; and 
 WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons
to be attached to the coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the
bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and
conditions upon which such bonds are to be issued and/or secured under the Mortgage; and 
 WHEREAS, Section 120 of the Mortgage
provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage whether such power, privilege or right is in any way restricted or is
unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or
restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of 








 
any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary
to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and 
 WHEREAS, the Company now desires to create a new series of bonds; and 
 WHEREAS, the execution and delivery
by the Company of this Fifty-fourth Supplemental Indenture, and the terms of the Bonds of the Sixtieth Series, hereinafter referred to, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of
Directors; 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 That Kansas Gas and Electric Company, in consideration of the premises and of One Dollar ($1) to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment both of the principal of and interest and premium, if any, on the bonds from time to time issued under the
Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of said bonds, hereby grants,
bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto The Bank of New York Mellon Trust Company, N.A. and to
Judith L. Bartolini, as Trustees under the Mortgage, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever, all property, real, personal and mixed, acquired by the Company after the date of
the execution and delivery of the Mortgage, in addition to property covered by the First through the Fifty-third Supplemental Indentures (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to
the provisions of Section 87 of the Mortgage, hereafter acquired by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general
description contained in this Fifty-fourth Supplemental Indenture) all lands, flowage rights, water rights, flumes, raceways, dams, rights of way and roads; all steam and power houses, gas plants, street lighting systems, standards and other
equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, steam heat and hot water plants, lines, service and supply systems, bridges, culverts, tracks, rolling
stock, ice or refrigeration plants and equipment, street and interurban railway systems, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric and gas machines, regulators, meters,
transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables,
tools, implements, apparatus, furniture, chattels and chooses in action; all municipal and other franchises; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose, including poles, wires,
cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and 








 
other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly
excepted), all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore
supplemented, described. 
 TOGETHER WITH all and singular the tenements, hereditarnents and appurtenances belonging or in anywise
appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product
and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel
thereof. 
 IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights
and franchises acquired by the Company after the date hereof (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), shall be as fully embraced within the lien hereof and the lien of the Mortgage, as if such property,
rights and franchises were now owned by the Company and were specifically described herein and conveyed hereby. 
 PROVIDED that the
following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of
this Fifty-fourth Supplemental Indenture and from the lien and operation of the Mortgage, viz.: (1) cash, shares of stock and obligations (including bonds, notes and other securities) not hereafter specifically pledged, paid, deposited or
delivered under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business and fuel, oil and similar materials and supplies consumable in the operation of
any properties of the Company; vehicles and automobiles; (3) bills, notes and accounts receivable, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; and (4) electric
energy, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; provided, however, that the property and rights expressly excepted from the
lien and operation of the Mortgage and this Fifty-fourth Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event that either or both of the Trustees or a
receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Mortgage by reason of the occurrence of a Default as defined in said Article XII. 
 THERE is expressly excepted from the lien of the Mortgage and from the lien hereof all property of the Company located in the State of Missouri now owned
or hereafter acquired unless such property in the State of Missouri shall be subjected to the lien of the Mortgage by an indenture or indentures supplemental thereto, pursuant to authorization by the Board of Directors of the Company. 







 TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto the Trustees, their successors and assigns forever. 
 IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Mortgage, as supplemented, this Fifty-fourth Supplemental Indenture being supplemental thereto. 
 AND IT IS HEREBY
COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights,
obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if the said
property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to the Trustees by the Mortgage as a part of the property therein stated to be conveyed.

 The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

 ARTICLE I 
 SIXTIETH SERIES OF
BONDS 
 SECTION 1. There shall be a series of bonds designated “6.70% Series due 2019” (herein sometimes referred to as the
“Bonds of the Sixtieth Series”), each of which shall also bear the descriptive title, First Mortgage Bond, and the form thereof, which is established by Resolution of the Board of Directors of the Company, is attached hereto as
Exhibit A. Bonds of the Sixtieth Series shall be limited to $300,000,000 in aggregate principal amount, except as provided in Section 16 of the Mortgage, shall mature on June 15, 2019, and shall be issued as fully registered bonds in
denominations of Two Thousand Dollars and in any multiple or multiples of One Thousand Dollars in excess thereof. Bonds of the Sixtieth Series shall bear interest from the date of their issuance at the rate of 6.70% per annum, payable
semi-annually on June 15 and December 15 of each year, beginning December 15, 2009, to holders of record on the preceding June 1 or December 1, as applicable, whether or not a business day. The principal of, redemption
premium, if any, and interest on Bonds of the Sixtieth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of
payment is legal tender for public and private debts, except as follows. Payments in respect of the Bonds of the Sixtieth Series represented by Global Bonds (as defined below) (including principal, redemption premium, if any, and interest) will be
made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company (together with any successor, the “Depository”). Payments of interest in respect of physical bonds will be made by mailing a
check to the registered address of each Holder thereof; provided, however, that payments on a physical bond will be made by wire transfer to a U.S. Dollar account maintained by the payee 








 
with a bank in the United States if such holder certifies to the Company that it is a Holder of Bonds of the Sixtieth Series in an aggregate principal amount
equal to or greater than $10,000,000 and elects payment by wire transfer by giving written notice to the Corporate Trustee to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such
other date as the Corporate Trustee may accept in its discretion). 
 If an interest payment date or a redemption date falls
on a day that is not a business day, such interest payment date or redemption date, as the case may be, shall be the immediately succeeding business day with the same force and effect as if made on the original interest payment date or redemption
date, as the case may be, and no interest shall accrue for the period from and after such original interest payment date or redemption date, as the case may be. 
 Interest on the Bonds of the Sixtieth Series shall be computed on the basis of a 360 day year consisting of twelve 30 day months.

 SECTION 2. Bonds of the Sixtieth Series shall be dated as in Section 10 of the Mortgage provided. 
 SECTION 3. (1) The Bonds of the Sixtieth Series, upon the mailing of notice and with the effect provided in Section 54 of the Mortgage, shall be
redeemable at the option of the Company, as a whole at any time or in part from time to time, at a redemption price equal to the greater of: (a) 100% of the principal amount of the Bonds of the Sixtieth Series to be redeemed, plus accrued and
unpaid interest on Bonds of the Sixtieth Series to be redeemed to the redemption date or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds of the
Sixtieth Series to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate plus fifty (50) basis points, plus
accrued and unpaid interest on those Bonds of the Sixtieth Series to be redeemed to the redemption date. 
 The redemption
price will be calculated assuming a 360-day year consisting of twelve 30-day months. 
 Unless the Company defaults in payment
of the redemption price, on and after the redemption date, interest will cease to accrue on the Bonds of the Sixtieth Series or portions of the Bonds of the Sixtieth Series called for redemption. 
 (2) Notice of Redemption. In the case of redeeming all or any portion of the Bonds of the Sixtieth Series, the Company shall cause notice
of redemption to be given by (1) first class mail, postage prepaid, at least thirty days and not more than sixty days prior to the date of redemption, to the registered owners of such Bonds of the Sixtieth Series at their addresses as the same
shall appear on the transfer register of the Company; and (2) stating, among other things, the redemption price and date. 
 Notwithstanding the foregoing, a notice of redemption may provide that the optional redemption described in such notice is conditioned upon the occurrence of certain events before the date of redemption. Such notice of conditional
redemption will be of no effect 








 
unless all such conditions to the redemption shall have occurred before the redemption date or shall have been waived by the Company. If any of these events
fail to occur and are not waived by the Company, the Company will be under no obligation to redeem the Bonds of the Sixtieth Series or pay the holders thereof any redemption proceeds and the Company’s failure to so redeem the Bonds of the
Sixtieth Series will not be considered a default or event of default under the Mortgage. In the event that any of these conditions fail to occur or are not waived by the Company, the Company will promptly notify the Trustee in writing that the
conditions precedent to such redemption have failed to occur and the Bonds of the Sixtieth Series will not be redeemed. 
 “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. 
 “Business Day” means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the Bonds that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of the Bonds. 
 “Comparable Treasury Price” means, with respect to any redemption date: 
  

	 	•	 	 the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury Dealer
Quotations; or 


  

	 	•	 	 if the Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.



 “Quotation Agent” means, as selected by the Company, one of the Reference Treasury
Dealers. 
 “Reference Treasury Dealer” means (1) each of BNY Mellon Capital Markets, LLC, Citigroup
Global Markets Inc. and Credit Suisse Securities (USA) LLC and their respective successors, unless either of them ceases to be a primary U.S. Government securities dealer in the United States (“Primary Treasury Dealer”) in which case the
Company shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that redemption date.








 SECTION 4. Bonds of the Sixtieth Series offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Global Bonds (the “Rule 144A Global Bonds”) registered in the name of the Depository or a nominee of the Depository. 
 The Bonds of the Sixtieth Series offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Bonds (the “Regulation S Temporary Global Bonds”)
registered in the name of the Depository or a nominee of the Depository. Beneficial interests in a Regulation S Temporary Global Bond will be exchangeable for beneficial interests in a single permanent Global Bond (the “Regulation S
Permanent Global Bond”, together with the Regulation S Temporary Global Bond, the “Regulation S Global Bonds”; the Regulation S Global Bonds, together with the Rule 144A Global Bonds, the “Global Bonds”) on
or after the expiration of the Restricted Period (the “Release Date”) upon the receipt by the Corporate Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global
Bond is a Non-U.S. Person (a “Regulation S Certificate”), substantially in the form set forth in Exhibit D. Each Regulation S Global Bond will be deposited upon issuance with, or on behalf of, a custodian for the Depository for
credit to the respective accounts of the purchasers, or to other accounts as they may direct, at Euroclear (as defined below) or Clearstream (as defined below). Before the Restricted Period, interests in the Regulation S Temporary Global Bond may
only be held through Euroclear or Clearstream, as indirect participants in DTC, unless exchanged for interests in the Rule 144A Global Bond in accordance with the transfer and certification requirements described in Section 6. 
 Upon receipt by the Corporate Trustee of a Regulation S Certificate (a form of which is attached hereto as Exhibit D), (i) with respect to the first
such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order, the Corporate Trustee shall authenticate the Regulation S Permanent Global Bond and (ii) with respect to the first and all subsequent Regulation S
Certificates, the Corporate Trustee shall exchange on behalf of the applicable beneficial owners the portion of the Regulation S Temporary Global Bond covered by such Regulation S Certificates for a Regulation S Permanent Global Bond in an
equivalent aggregate principal amount. Upon any exchange of a portion of a Regulation S Temporary Global Bond for a comparable portion of a Regulation S Permanent Global Bond, the Corporate Trustee shall endorse on the schedules affixed to each of
such Regulation S Global Bond (or on continuations of such schedules affixed to each of such Regulation S Global Bond and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the Regulation S
Temporary Global Bond, a decrease in the principal amount thereof equal to the amount by the applicable certification and (y) with respect to the Regulation S Permanent Global Bond, an increase in the principal amount thereof equal to the
principal amount of the decrease in the Regulation S Temporary Global Bond pursuant to clause (x) above. 
 Bonds of the Sixtieth Series
shall be issued without coupons only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 Each Global Bond shall
be deposited on behalf of the purchasers of Bonds of the Sixtieth Series represented thereby with the Corporate Trustee, as securities custodian (or with such other securities custodian as the Depository may direct), and registered in the name of
the Depository or a nominee of the thereof, duly executed by the Company and authenticated by the Corporate 








 
Trustee as provided herein and in the Mortgage. The aggregate principal amount of the Global Bonds may from time to time be increased or decreased by
adjustments made on the records of the Corporate Trustee and the Depository or its nominee as hereinafter provided. 
 Legends. The following legends shall
appear on the face of all Global Bonds and physical bonds issued hereunder unless specifically stated otherwise herein. 
 (i) The Rule 144A Global Bond and
all physical bonds shall bear the following legend (the “Private Placement Legend”) on the face thereof: 
 THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 
 THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION THEREIN, PRIOR TO THE DATE (THE “U.S. RESALE RESTRICTION TERMINATION DATE”) THAT IS
ONE YEAR (OR SUCH PERIOD AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER OR AN AFFILIATE OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE U.S. RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE U.S. RESALE RESTRICTION TERMINATION DATE. 







 (ii) The Regulation S Global Bonds shall bear the following legend (the “Regulation S Legend”) on the face
thereof: 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U. S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U. S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. 
 (iii) The Regulation S Temporary Global Bond shall also bear the following legend (the “Regulation S Temporary Legend”) on the face thereof: 

PRIOR TO THE EXPIRATION OF THE ‘40-DAY DISTRIBUTION COMPLIANCE PERIOD’ (AS DEFINED IN REGULATION S), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES WITHIN THE MEANING OF REGULATION S, EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND THE
INDENTURE OR OTHERWISE IN ACCORDANCE WITH REGULATION S. 
 (iv) The Global Bonds shall bear the following legend (the “Global Bond Legend”)
on the face thereof: 
 THIS SECURITY IS A GLOBAL BOND WITHIN THE MEANING OF THE MORTGAGE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
MORTGAGE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE MORTGAGE. 
 Members of, or participants in, the Depository (“Agent
Members”) shall have no rights under this Supplemental Indenture with respect to any Global Bond held on their behalf by the Depository, or by the Corporate Trustee as the securities custodian or under such Global Bond, and the Company, the
Corporate Trustee and any agent of the Company or the Corporate Trustee shall be entitled to treat the Depository as the absolute owner of such Global Bond for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Corporate Trustee or any agent of the Company or the Corporate Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members,
the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Bond. 







 Except as expressly provided in Section 6 hereof, owners of beneficial interests in Global Bonds
shall not be entitled to receive physical bonds. 
 “Clearstream” means Clearstream Banking société anonyme.

 “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System. 
 “Non-U.S. Person” means a Person who is not a U.S. Person as defined in Rule 902(k) under the Securities Act. 
 “QIB” means a qualified institutional buyer under Rule 144A. 
 “Restricted Period” means the 40-day restricted period as defined in Regulation S. 
 “Restricted Securities Legend” means the Private Placement Legend set forth in paragraph (i) of this Section 4. 
 SECTION 5. The transfer and exchange of Global Bonds or beneficial interests therein shall be effected through the Depository, in accordance with this
Supplemental Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Bond shall deliver to the Company office or agency
responsible for maintaining a bond register for the registration of Bonds of the Sixtieth Series and registration of transfers thereof (the “Bond Registrar”) a written order given in accordance with the Depository’s procedures
containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Bond. The Bond Registrar shall, in accordance with such written order, instruct the Depository to credit to the
account of the person specified in such written order a beneficial interest in the Global Bond and to debit from the account of the Person making the transfer and exchange the beneficial interest in the Global Bond being transferred and exchanged.

 Notwithstanding any other provision of this Supplemental Indenture (other than the provisions set forth in Section 6), a Global Bond
may not be transferred or exchanged as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such successor Depository. 
 At such time as all beneficial interests in a Global Bond have either been exchanged
for physical bonds, redeemed, purchased or canceled, such Global Bond shall be returned to the Depository for cancellation or retained and canceled by the Corporate Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Bond is exchanged for physical bonds, redeemed, purchased or canceled, the principal amount of Bonds represented by such Global Bond shall be reduced and an adjustment shall be made on the books and records of the securities custodian with
respect to such Global Bond. 
 The Corporate Trustee shall have no responsibility or obligation to any beneficial owner of a Global Bond,
Agent Member or other person with respect to the accuracy of the records of the Depository or its nominee or of any Agent Member, with respect to any ownership interest in the Bonds of the Sixtieth Series or with respect to the delivery to any Agent
Member, beneficial 








 
owner or other person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to
such Bonds of the Sixtieth Series. All notices and communications to be given to the holders and all payments to be made to holders under the Bonds of the Sixtieth Series shall be given or made only to or upon the order of the registered holders
(which shall be the Depository or its nominee in the case of a Global Bond). The rights of beneficial owners in any Global Bond shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The
Corporate Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Agent Members and any beneficial owners. 
 The Corporate Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Bond of the Sixtieth Series (including any transfers between or among Agent Members or beneficial owners in any Global Bond) other than to
require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture. 
 SECTION 6. A Global Bond deposited with the Depository or with the Corporate Trustee as securities custodian pursuant to Section 4 shall be
transferred to the beneficial owners thereof in the form of physical bonds in an aggregate principal amount equal to the principal amount of such Global Bond, in exchange for such Global Bond, only if such transfer is required by the third paragraph
of this Section 6. 
 Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section shall be
surrendered by the Depository to the Corporate Trustee at its corporate trust office to be so transferred, in whole or from time to time in part, without charge, and the Corporate Trustee shall authenticate and deliver, upon such transfer of each
portion of such Global Bond, an equal aggregate principal amount of physical bonds of authorized denominations. Any portion of a Global Bond transferred pursuant to this Section shall be executed, authenticated and delivered only in
denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof and registered in such names as the Depository shall direct. 
 The Company shall promptly make available to the Corporate Trustee a reasonable supply of physical bonds in definitive, fully registered form without interest coupons if: (i) the Depository notifies the Company
that it is unwilling or unable to continue as a Depository for the Global Bond or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act, as amended, and a successor Depository is not appointed by the Company
within 90 days; or (ii) the Company, at its option, executes and delivers to the Corporate Trustee an order that the Bonds of the Sixtieth Series shall be so exchangeable and the transfer so registrable. 
 In all cases, physical bonds delivered in exchange for any Global Bond or beneficial interests in such Global Bond will be registered in the names, and
issued in any approved denominations, requested by or on behalf of the Depository, in accordance with its customary procedures. Any physical bond issued in exchange for an interest in a Global Bond will be 








 
effected through the DTC’s Deposit/Withdrawal at Custodian system and an appropriate adjustment will be made in the records of the Securities Custodian
to reflect a decrease in the principal amount of the relevant Global Bond. 
 Any physical bond delivered in exchange for an interest in a
Global Bond shall bear the applicable legend regarding transfer restrictions applicable to such physical bond. 
 Transfer and Exchange. (a) The
following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Rule 144A Global Bond or a physical bond issued in exchange therefor prior to the date which is one year (or such period as may be required or
permitted by any subsequent change in applicable law) after the later of the date of its original issue and the last date on which the Company or any affiliate of the Company was the owner of such Bond (or any predecessor thereto) (the “U.S.
Resale Restriction Termination Date”): 
 (i) a transfer of a beneficial interest in a Rule 144A Global Bond or a physical bond
issued in exchange therefor to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Bond that it is purchasing for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A; 
 (ii) a transfer of a beneficial interest in a Rule 144A Global Bond or a physical bond
issued in exchange therefor to a Non-U.S. Person shall be made upon receipt by the Corporate Trustee or its agent of a certificate substantially in the form set forth in Exhibit D from the proposed transferee and, if requested by the Company or the
Corporate Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. 
 After the
U.S. Resale Restriction Termination Date, interests in the Rule 144A Global Bond may be transferred without requiring any additional certification. 
 (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Temporary Global Bond prior to the expiration of the Restricted Period: 
 (i) a transfer of a Regulation S Temporary Global Bond or a beneficial interest therein to a QIB shall be made upon the representation of the transferee,
in the form of certificate attached as Exhibit B hereto, that it is purchasing the Bond for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant
to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim exemption from registration provided by Rule 144A; and 







 (ii) a transfer of a Regulation S Temporary Global Bond or a beneficial interest therein to a Non-U. S.
Person shall be made upon receipt by the Corporate Trustee or its agent of a certificate substantially in the form set forth in Exhibit D hereof from the proposed transferee and, if requested by the Company or the Corporate Trustee, receipt by the
Corporate Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. 
 After the
expiration of the Restricted Period, interests in the Regulation S Global Bond may be transferred without requiring certification set forth in Exhibit D or any additional certification. 
 (c) Restricted Securities Legend. Upon the transfer, exchange or replacement of the Bonds not bearing a Restricted Securities Legend, the Security
Registrar shall deliver Bonds that do not bear a Restricted Securities Legend. Upon the transfer, exchange or replacement of the Bonds bearing a Restricted Securities Legend, the Bond Registrar shall deliver only Bonds that bear a Restricted
Securities Legend unless there is delivered to the Bond Registrar an opinion of counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the
Securities Act. 
 The Bond Registrar shall retain copies of all letters, notices and other written communications received pursuant to
Section 6. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Bond Registrar. 
 SECTION 7. The Company may deliver to the Corporate Trustee in substitution for any Bonds of the Sixtieth Series, mortgage bonds or
other similar instruments of the Company or any successor entity, whether by merger, combination or acquisition of all or substantially all of the assets of the Company, or otherwise, issued under a mortgage and deed of trust or similar instrument
of the Company or any successor entity in like principal amount of like term and bearing the same rate of interest as the Bonds of the Sixtieth Series (such substituted bonds hereinafter being referred to as the “Substituted Mortgage
Bonds”). The Substituted Mortgage Bonds may only be delivered to the Corporate Trustee (A) upon execution and delivery of a mortgage and deed of trust or similar instrument which, among other things, contains requirements (i) for
the delivery of net earnings certificates, on terms and conditions and in circumstances consistent with the requirements of the Mortgage (except that the ratio of two and one-half (2 1/2) times contained in Section 27 of the Mortgage may be replaced with a
ratio of two (2) times), (ii) that the principal amount of bonds authenticated on the basis of property additions not exceed 70% of the lesser of cost or fair market value thereof, (iii) that property and cash be released from the
lien of such instrument upon terms and conditions consistent with the requirements of the Mortgage, (iv) that the Company provide for maintenance and repair expenditures in a manner substantially consistent with Section 38 of the Mortgage
and (v) that bonds may be accelerated by the holders of 25% of the aggregate principal amount of all bonds outstanding under such instrument, and (B) upon receipt by the Corporate Trustee of (i) ratings, at the Company’s expense,
of the original bonds from both Moody’s and S&P (as hereinafter defined), to the extent the original bonds were not so rated, such ratings not giving effect to any downgrade following the announcement of any transaction related to or
involving the issuance of Substituted Mortgage Bonds, (ii) a letter from Moody’s, dated within ten days prior to the date of 








 
delivery of the Substituted Mortgage Bonds, stating that its rating of the Substituted Mortgage Bonds is at least equal to the rating on the original bonds
(not giving effect to any downgrade of the original bonds following the announcement of any transaction related to or involving the issuance of Substituted Mortgage Bonds), (iii) a letter from S&P, dated within ten days prior to the date of
delivery of the Substituted Mortgage Bonds, stating that its rating of the Substituted Mortgage Bonds is at least equal to its rating on the original bonds (not giving effect to any downgrade of the original bonds following the announcement of any
transaction related to or involving the issuance of Substituted Mortgage Bonds), (iv) an opinion of counsel which may be counsel to the Company or any successor entity, to the effect that the Substituted Mortgage Bonds shall have been duly and
validly authorized, executed, authenticated, and delivered and shall constitute the valid, legally binding and enforceable obligations of the Company or any other successor entity enforceable in accordance with their terms, except as limited by
bankruptcy, insolvency or other laws affecting the enforcement of mortgagees’ and other creditors’ right and shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have
been issued, and (v) such other certificates and documents with respect to the issuance and delivery of the Substituted Mortgage Bonds as may be required by law or as the Corporate Trustee may reasonably request. The Company may make such other
amendments to the Mortgage as may be necessary or desirable in the opinion of the Company to effect the foregoing. 
 “Moody’s” means Moody’s Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, except that if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Company. 
 “S&P” means Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc., duly organized and existing
under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such rating agency shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term
“S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Company. 
 ARTICLE
II 
 ADDITIONAL PROVISIONS RELATING TO THE BONDS OF THE SIXTIETH SERIES 
 SECTION 1. Upon the written request of any holder of Bonds of the Sixtieth Series, and at the cost and expense of such holder, the Company shall, within
15 days of such request, take appropriate actions to cause the Bonds of the Sixtieth Series to be rated by Moody’s, S&P or another nationally recognized statistical ratings organization acceptable to such holder and the Company shall cause
a private ratings letter to be provided to such holder. 
 SECTION 2. Notwithstanding any provision of the Mortgage or any Supplemental
Indenture thereto which may otherwise permit the Company to engage in any transaction pursuant to which assets are sold or distributed or the business of the Company is subdivided or split, in the event of such transaction, the Bonds of the Sixtieth
Series shall remain obligations of and be secured by assets of an entity regulated as a public utility company by the State of Kansas. 







 ARTICLE III 
 AMENDMENTS TO THE MORTGAGE AND RESERVATION OF RIGHTS 
 SECTION 1. The Company reserves the right, subject to
appropriate action, but without any consent or other action by holders of Bonds of the Sixtieth Series, or of any subsequent series of bonds, to clarify the ability of the Company to issue variable rate bonds under the Mortgage, notwithstanding any
provision of the Mortgage to the contrary. The Company may make such other amendments to the Mortgage as may be necessary or desirable in the opinion of the Company to effect the foregoing. 
 SECTION 2. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the Sixtieth
Series, or of any subsequent series of bonds, to amend the Mortgage to add the following new section: 
 “This Indenture shall be deemed
to be a contract made under the laws of the State of Kansas and for all purposes shall be construed in accordance with the laws of the State of Kansas, without regard to conflicts of laws principles thereof.” 
 SECTION 3. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the Sixtieth
Series, or of any subsequent series of bonds, to amend the Mortgage to: 
 (I) Simplify the provisions for release of obsolete property, de
minimis property releases and substitution of unfunded property; 
 (II) Permit additional terms of bonds or forms of bond in supplemental
indentures, including terms for medium-term notes; 
 (III) Make any changes necessary to conform the Mortgage with the requirements of the
Trust Indenture Act; 
 (IV) Eliminate the requirement to have an individual trustee under the Mortgage; and 
 (V) Replace the phase “two and one-half (2 1/2)” in Section 27 of the Mortgage with “two (2)”.

 ARTICLE IV 
 MISCELLANEOUS PROVISIONS 
 SECTION 1. All Bonds of the Sixtieth Series acquired by the Company shall forthwith be delivered to the
Corporate Trustee for cancellation. 







 SECTION 2. Subject to the amendments provided for in this Fifty-fourth Supplemental Indenture, the terms
defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Fifty-fourth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented. 
 SECTION 3. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and
conditions set forth herein and in the Mortgage, as heretofore amended and supplemented, and upon the following terms and conditions: 
 The
Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the
Company solely. In general, each and every term and condition contained in Article XVI of the Mortgage, as heretofore amended and supplemented, shall apply to and form part of this Fifty-fourth Supplemental Indenture with the same force and effect
as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Fifty-fourth Supplemental Indenture. 
 SECTION 4. Upon the filing of this Fifty-fourth Supplemental Indenture for record in all counties in which the Mortgaged and Pledged Property is located
and until a further indenture or indentures supplemental to the Mortgage shall be executed and delivered by the Company to the Trustees pursuant to authorization by the Board of Directors of the Company and filed for record in all counties in which
the Mortgaged and Pledged Property is located, further increasing or decreasing the amount of future advances which may be secured by the chattel mortgage created by the Mortgage, the chattel mortgage created by the Mortgage shall be hereby
increased so that the same may secure future advances over and above the amount advanced on the security of the Mortgage, as amended upon the filing of the Thirty-second Supplemental Indenture, viz.: Two Billion Dollars ($2,000,000,000) of not to
exceed in the aggregate Three Billion Five Hundred Million Dollars ($3,500,000,000) and all advances so made shall be secured by the Mortgage equally, to the same extent and with the same priority, as to the amount originally advanced on the
security of the Mortgage, as amended upon the filing of the Thirty-second Supplemental Indenture, viz.: Two Billion Dollars ($2,000,000,000) and such advances may be made and repaid and again made and the amount so stated shall be considered only as
the. total amount of such advances as may be outstanding at one time; provided, however, that the principal debt or obligation which may be secured by any mortgage of real property created by the Mortgage shall not be limited or in any manner
related to said sum of Three Billion Five Hundred Million Dollars ($3,500,000,000) stated above with respect to future advances which may be secured by the chattel mortgage created by the Mortgage (or to any other amount stated in an indenture
supplemental to the Mortgage as provided for in this paragraph), it being the intent hereof that any mortgage of real property created by the Mortgage shall secure all such principal debt or obligation and all such other amounts as may now or
hereafter from time to time be outstanding under the Mortgage without limitation as to the aggregate amount thereof. 
 SECTION 5. Subject to
the provisions of Article XV and Article XVI of the Mortgage, as heretofore amended and supplemented, whenever in this Fifty-fourth Supplemental Indenture any of the parties hereto is named or referred to, this shall be deemed to include the
successors or 








 
assigns of such party, and all the covenants and agreements in this Fifty-fourth Supplemental Indenture contained by or on behalf of the Company or by or on
behalf of the Trustees shall bind and inure to the benefit of the respective successors and assigns of such parties whether so expressed or not. 
 SECTION 6. Nothing in this Fifty-fourth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the holders of the
bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Fifty-fourth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fifty-fourth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons
Outstanding under the Mortgage. 
 SECTION 7. This Fifty-fourth Supplemental Indenture shall be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument. 
 IN WITNESS WHEREOF, Kansas Gas and Electric
Company has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by Anthony D. Somma, Assistant Treasurer, and its corporate seal to be attested by Larry D. Irick, its Secretary for and on its behalf, The
Bank of New York Mellon Trust Company, N.A. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its duly authorized officers and its corporate seal to be attested by one of its Assistant
Secretaries for and on its behalf, and Judith L. Bartolini has hereunto set her hand and all as of the day and year first above written. 
  

			
	KANSAS GAS AND ELECTRIC COMPANY
		
	By:	 	/s/ Anthony D. Somma
		 	Anthony D. Somma
		 	Assistant Treasurer


  

					
	Attest:	 		 	
			
	/s/ Larry D. Irick	 		 	(corporate seal)
	Larry D. Irick	 		 	
	Secretary	 		 	
			
	Executed, sealed and delivered by	 		 	
	 KANSAS GAS AND ELECTRIC COMPANY,
	 		 	
	 in the presence of:
	 		 	

  

	
	/s/ Peter L. Sumners









	
	/s/ Sally Wilson

  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	/s/ L. Garcia
		 	L. Garcia


  

					
	Attest:	 		 	(corporate seal)
			
	/s/ M. Callahan	 		 	 
	M. Callahan	 		 	

  

	
	/s/ Judith L. Bartolini
	Judith L. Bartolini


  

	
	Executed, sealed and delivered by
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	and JUDITH L. BARTOLINI, in the
	presence of:
	
	/s/ Robert Cafarelli
	
	/s/ Ross N. Fitch









					
	 STATE OF KANSAS
	  	)	  	
		  	:  ss.:	  	
	 COUNTY OF SEDGWICK
	  	)	  	

 BE IT REMEMBERED, that on this 11th day of June, 2009, before me, the undersigned, a Notary Public within and for the County and State aforesaid, came
Anthony D. Somma, the Assistant Treasurer of Kansas Gas and Electric Company, a corporation duly organized, incorporated and existing under the laws of the State of Kansas, who is personally known to me to be such officer, and who is personally
known to me to be the same person who executed, as such officer, the within instrument of writing, and such person duly acknowledged the execution of the same to be the act and deed of said corporation and that said instrument of writing was so
executed by order of the Board of Directors of said corporation. 
 On this 11th day of June, 2009, before me appeared Larry D. Irick, to me personally known, who being by me duly sworn did say that
he is the Secretary of Kansas Gas and Electric Company, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its
Board of Directors, and said Larry D. Irick acknowledged said instrument to be the free act and deed of said corporation. 
 On the 11th day of June in the year 2009, before me personally appeared
Anthony D. Somma to me known, who, being by me duly sworn, did depose and say that he is the Assistant Treasurer of Kansas Gas and Electric Company; that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and
that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Anthony D. Somma acknowledged said instrument to be the free act and of said corporation. 
 IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year above written. 
  

					
		 		 	
			
	 	 		 	/s/ Patti Beasley
	(notary seal)	 		 	
			
		 		 	NOTARY PUBLIC - STATE OF KANSAS
		 		 	MY APPOINTMENT EXPIRES —









					
	 STATE OF ILLINOIS
	  	)	  	
		  	:  ss.:	  	
	 COUNTY OF COOK
	  	)	  	

 BE IT REMEMBERED, that on this 9th day of June, 2009, before me, the undersigned, a Notary Public within and for the County and State aforesaid, came L.
Garcia, a Vice President of The Bank of New York Mellon Trust Company, N.A., as trustee, a national banking association, who is personally known to me to be such officer, and who is personally known to me to be the same person who executed, as such
officer, the within instrument of writing, and such person duly acknowledged the execution of the same to be the act and deed of said corporation and that said instrument of writing was so executed by authority of the Board of Directors of said
corporation. 
 On this 9th day of June, 2009, before me appeared L. Garcia, to me personally known, who being by me duly sworn did say that she is an Vice
President of The Bank of New York Mellon Trust Company, N.A., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority
of its Board of Directors, and said L. Garcia acknowledged said instrument to be the free act and deed of said corporation. 
 On the 9th day of June in the year 2009, before me personally came M.
Callahan, to me known, who, being by me duly sworn, did depose and say that he resides at                 , Illinois, that he is a Vice President of The Bank of
New York Mellon Trust Company, N.A., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. 
 IN WITNESS WHEREOF, I have
hereunto subscribed my name and affixed my official seal on the day and year above written. 
  

	
	
	/s/ T. Mosterd
	NOTARY PUBLIC, STATE OF ILLINOIS
	COMMISSION EXPIRES / /


 (notary seal) 








					
	 STATE OF ILLINOIS
	  	)	  	
		  	:  ss.:	  	
	 COUNTY OF COOK
	  	)	  	

 On this 9th day of June in the year 2009, before me, the undersigned, a Notary Public in and for the State of Illinois, in the County of Cook,
personally appeared and came Judith L. Bartolini, to me known and known to me to be the person described in and who executed the within and foregoing instrument and whose name is subscribed thereto and acknowledged to me that she executed the same.

 IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above
written. 
  

	
	/s/ T. Mosterd
	NOTARY PUBLIC, STATE OF ILLINOIS
	
	COMMISSION EXPIRES / /


 (notary seal) 







 Exhibit A 
 FORM OF BOND OF THE SIXTIETH SERIES 
 [Applicable Restricted Securities Legend] 
 [Depository Legend, if applicable] 
 KANSAS
GAS AND ELECTRIC COMPANY 
 FIRST MORTGAGE BOND, 6.70% SERIES DUE 2019 
  

			
	No. R-	  	Principal amount $
		  	 as revised by the Schedule

		  	 of Increases and Decreases

		  	 in Global Security

		  	 attached hereto


 CUSIP: 
 ISIN: 
 KANSAS GAS AND ELECTRIC COMPANY, a corporation of the State of Kansas (hereinafter called the “Company”), for
value received, hereby promises to pay to Cede & Co., or registered assigns, on June 15, 2019,                  DOLLARS or such other
amount as is indicated on Schedule A hereto in such coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon in like coin
or currency from the date of issuance at the rate of 6.70% per annum, payable beginning on December 15, 2009 semi-annually on June 15 and December 15 of each year until maturity or if this Bond shall be duly called for redemption
until the redemption date. If an interest payment date or a redemption date falls on a day that is not a business day, such interest payment date or redemption date, as the case may be, shall be the immediately succeeding business day with the same
force and effect as if made on the original interest payment date or redemption date, as the case may be, and no interest shall accrue for the period from and after such original interest payment date or redemption date, as the case may be. The
principal of and interest on this bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, except as follows. Payments in respect of the bonds represented by Global Bonds (as defined in the
Supplemental Indenture referred to below) (including principal, any redemption premium as described in the Supplemental Indenture), if any, and interest) will be 

  

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made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. Payments of interest in respect of physical
bonds will be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a physical bond will be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank
in the United States if such holder certifies to the Company that it is a holder of Bonds of the Sixtieth Series (as defined below) in an aggregate principal amount equal to or greater than $10,000,000 and elects payment by wire transfer by giving
written notice to the Corporate Trustee (as defined below) to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Corporate Trustee may accept in its
discretion). 
 This bond is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 6.70%
Series due 2019, (referred to herein as “Bonds of the Sixtieth Series”), the Bonds of this series being limited to THREE HUNDRED MILLION DOLLARS ($300,000,000) in aggregate principal amount at any one time outstanding, all bonds of
all series issued and to be issued under and equally secured (except in so far as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any
particular series and except that bonds representing future advances, if any, in excess of the maximum amount of future advances permitted to be secured by the chattel mortgage created by the Mortgage, may not be secured by such chattel mortgage
equally with bonds theretofore issued) by a Mortgage and Deed of Trust, together with any indenture supplemental thereto (including the Fifty-fourth Supplemental Indenture, dated as of June 11, 2009 (the “Supplemental
Indenture”)), dated as of April 1, 1940 (the “Mortgage”), executed by the Company to The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company) (the “Corporate
Trustee”) and Judith L. Bartolini (the “Individual Trustee,” together with the Corporate Trustee, the “Trustees”). Reference is made to the Mortgage for a description of the property mortgaged and pledged, the
nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the
circumstances under which additional bonds may be issued and the definitions of terms not otherwise defined herein. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the
Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by affirmative vote of the holders of at least sixty per centum (60%) in principal amount of the
bonds then outstanding under the Mortgage and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected, then also by affirmative vote of the holders of at least sixty per centum (60%) in principal
amount of the bonds then outstanding of the series of bonds so to be affected (excluding in any case bonds disqualified from voting by reason of the Company’s interest therein as provided in the Mortgage); provided that, without the
consent of the holder hereof, no such modification or alteration shall impair or affect the right of the holder to receive payment of the principal of and interest on this bond, on or after the respective due 

  

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dates expressed herein, or permit the creation of any lien equal or prior to the lien of the Mortgage, deprive the holder of a lien on the mortgaged and
pledged property or permit the reduction of the percentages required for modification. 
 The principal hereof may be declared or may become due prior to the
maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided. 
 Subject to Sections 4, 5 and 6 of Article I of the Supplemental Indenture, at the option of the registered owner, any Bonds of the Sixtieth Series, upon surrender thereof, for cancellation, at the office or
agency of the Company in the Borough of Manhattan, City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations. The Bonds of the Sixtieth Series may bear such legends as
may be necessary to comply with any law or with any rules or regulations made pursuant thereto or with the rules or regulations of any stock exchange or to conform to usage with respect thereto. 
 Subject to Sections 4, 5 and 6 of Article I of the Supplemental Indenture, Bonds of the Sixtieth Series shall be transferable upon the surrender thereof, for
cancellation together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, City of New
York. 
 The bonds of this series are subject to redemption as provided in the Supplemental Indenture. 
 No recourse shall be had for the payment of the principal of, redemption premium, if any, or interest on this bond against any incorporator or any past, present or
future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation under any rule of
law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage. 
 This bond shall not become obligatory until The Bank of New York Mellon Trust Company,
N.A., the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. 
  

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 IN WITNESS WHEREOF, KANSAS GAS AND ELECTRIC COMPANY has caused this bond to be signed in its corporate name by an
authorized officer by their signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by their signature or a facsimile thereof, on June 11,
2009. 
  

			
	KANSAS GAS AND ELECTRIC COMPANY
		
	By	 	 
		 	Assistant Treasurer


  

	
	Attest:
	
	  
	Secretary

  

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 CORPORATE TRUSTEE’S CERTIFICATE 
 This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage. 
  

			
	 THE BANK OF NEW YORK MELLON
 TRUST
COMPANY, N.A.,
 as Corporate Trustee

		
	By	 	 
		 	Authorized Officer


  

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 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
   IDENTIFYING
NUMBER OF ASSIGNEE 
  

			
	 	
	 	  	 
		
	 	  	 

 Name and address of assignee must be printed or typewritten 

	
	
	 

 the within bond of KANSAS GAS AND ELECTRIC COMPANY and does hereby irrevocably constitute and appoint 

_______________________________________________________________________________________ Attorney 
 to transfer the said bond on the books of the within-named Company, with full power of substitution in the premises. 
  

			
	 Dated:________________________
	  	                    ___________________________________________________________

  

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 Exhibit B 
 FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE 
 OR REGISTRATION OF TRANSFER OF BONDS 
 Re: First Mortgage Bonds, 6.70% Series due June 15, 2019 of Kansas Gas and Electric Company. 
 This Certificate relates to $             principal amount of Bonds of the Sixtieth
Series held in *             book-entry or *             definitive form by
             (the “Transferor”). 
 The Transferor has requested
the Corporate Trustee by written order to exchange or register the transfer of a Bond or Bonds. 
 In connection with such request and in
respect of each such Bond, the Transferor does hereby certify that the Transferor is familiar with the Mortgage relating to the above-captioned Bonds and in connection with the transfer or exchange of any Bonds evidenced by this certificate
occurring prior to the date that is one year after the later of the date of the original issuance of such Bonds and the last date, if any, on which such Bonds were owned by the Company or any Affiliate of the Company, the undersigned confirms that
such Bonds are being:* 
  ̈ acquired for the Transferor’s own account without transfer; or

  ̈ transferred to the Company; or 
  ̈ transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”)), in accordance with Rule 144A under the Securities Act; or 
  ̈ transferred pursuant to an effective registration statement under the Securities Act; or 
  ̈ transferred pursuant to and in compliance with Regulation S under the Securities Act; or 
  ̈ transferred pursuant to another available exemption from the registration requirements of the Securities Act. 
 Unless one of
the boxes is checked, the Corporate Trustee will refuse to register any of the Bonds evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) or (6) is checked,
the Corporate Trustee or the Company may require, prior to registering any such transfer of the Bonds, in their sole discretion, such legal opinions, certifications and other information as the Corporate Trustee or the Company may reasonably request
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such as the exemption provided by Rule 144 under such Act. 
  

	*
	 Fill in blank or check appropriate box, as applicable. 


  

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	[INSERT NAME OF TRANSFEROR]
		
	By:	 	 
	Name:	 	
	Title:	 	
	Address:	 	


 Date: _______________________ 
 TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED. 
 The undersigned represents and warrants that
it is purchasing this Bond for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
 Dated: ____________________ 
  

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 Exhibit C 
 [TO BE ATTACHED TO GLOBAL BOND] 
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL BOND 
 The following increases or decreases in this Global Bond have been made 
  

									
	 Date of
Exchange
	  	Amount of increase
in Principal Amount
of this Global Bond	  	Amount of decrease
in Principal Amount
of this Global Bond	  	Principal Amount of
this Global Bond
following each
decrease or increase	  	Signature of
authorized signatory
of Corporate Trustee
or Securities
Custodian

  

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 Exhibit D 
 FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION 
 WITH TRANSFERS PURSUANT TO REGULATION S

 [Date] 
 Kansas Gas and
Electric Company 
 818 South Kansas Avenue 
 Topeka, Kansas 66612

 The Bank of New York Trust Company, N.A. 
 [            ] 
  

	 	Re:	Kansas Gas and Electric Company 


	 	    	6.70% First Mortgage Bonds Due 2019 (the “Securities”) 

 Ladies and Gentlemen: 
 In connection with our proposed sale of
$[            ] aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulations under the United States Securities
Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 
 (a) the offer of the
Securities was not made to a person in the United States; 
 (b) either (i) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities
market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 
 (c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and 
 (d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. 
 In addition, if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or Rule 904(c)(l) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(l), as the case may be. 
  


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 You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 

 

			
	Very truly yours,
	
	[Name of Transferor]
		
	By:	 	 
		
	 	 	 
		 	Authorized Signature


  

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