KANSAS CITY POWER & LIGHT CO, S-3, 1996-12-05

KANSAS CITY POWER & LIGHT CO
S-3, 1996-12-05
ELECTRIC SERVICES

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As filed with the Securities and Exchange Commission on December 5, 1996.

Registration No.
______________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________

Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

____________

KANSAS CITY POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)

Missouri 44-0308720
(State or other (I.R.S. Employer
jurisdication of Identification No.)
incorporation or
organization)

1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Jeanie Sell Latz, Senior Vice President and Chief Legal Officer
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2936
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Approximate date of commencement of proposed sale to the
public: From time to time after this registration statement
becomes effective as determined by market conditions.

If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]

If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
____________

CALCULATION OF REGISTRATION FEE
______________________________________________________________________________

Title of
Each Class Proposed Proposed
of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Per Offering Registration
Registered Registered Unit Price Fee
______________________________________________________________________________

Medium-Term Notes $300,000,000 100%* $300,000,000* $90,909*
______________________________________________________________________________

*Estimated solely for purposes of calculation of registration fee.
____________

The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

PROSPECTUS
$300,000,000

KANSAS CITY POWER & LIGHT COMPANY

Medium-Term Notes

Due from 9 months to 30 years from Date of Issue
_____________

Kansas City Power & Light Company (Company) intends to offer
from time to time up to $300,000,000 aggregate principal amount
of its unsecured Medium-Term Notes (Notes) having maturities of
from 9 months to 30 years from the date of issue. The Notes will
be issued only in fully registered form, in minimum denominations
of $1,000 and integral multiples of $1,000 in excess thereof. The
Notes will bear interest at a fixed rate to be determined by the
Company at or prior to the sale thereof (Fixed Rate Note) or at a
floating rate (Floating Rate Note). Interest rates and interest
rate formulas may vary with each Note issued by the Company.
Unless otherwise specified in the applicable Pricing Supplement,
the interest payment dates (Interest Payment Dates) for each
Fixed Rate Note will be April 1 and October 1 of each year and at
maturity or if applicable upon redemption at the option of the
Company. The Interest Payment Dates for each Floating Rate Note
will be established on the issue date and will be set forth
therein and in a pricing supplement to this prospectus (Pricing
Supplement).

Each Note will be represented by a Global Note registered in
the name of the Depository Trust Company, as Depositary, or its
nominee, unless otherwise specified in the applicable Pricing
Supplement. Beneficial interests in Global Notes will be shown
on, and transfers thereof will be effected only through, records
maintained by the Depositary and its participants. Global Notes
will not be issuable as certificated securities except under
circumstances described herein.

The aggregate principal amount of, interest rate, purchase
price, maturity and redemption, if applicable, and any other
material financial terms not described herein of each issue of
Notes will be set forth in the applicable Pricing Supplement.
____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS, OR ANY PRICING SUPPLEMENT HERETO.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________

______________________________________________________________________________

Price to Agents' Proceeds
Public (1) Commission (2)(3) to Company (2)(4)
______________________________________________________________________________

Per Note ... 100% .125%-.750% 99.875%-99.250%
Total....... $300,000,000 $375,000-$2,250,000 $299,625,000-297,750,000
______________________________________________________________________________

(1) Unless otherwise indicated in a Pricing Supplement, Notes
will be issued at 100% of their principal amount.
(2) The Company will pay to the Agents a commission ranging from
.125% to .750% of the principal amount of any Note,
depending on its stated maturity, sold through the Agents.
The Company also may sell Notes to the Agents at a discount
for resale to one or more investors or other purchasers at
varying prices related to prevailing market prices at the
time of resale, as determined by the Agents. In the case of
Notes sold directly to investors by the Company, no discount
will be allowed or commission paid.
(3) The Company has agreed to indemnify the Agents against
certain civil liabilities under the Securities Act of 1933,
as amended.
(4) Before deduction of expenses payable by the Company
estimated at $212,000.
________________

The Notes will be offered on a continuing basis by the
Company through the Agents, each of which has agreed to use its
reasonable efforts to solicit purchasers of the Notes. The
Company reserves the right to sell Notes directly to purchasers
on its own behalf. The Company also may sell Notes to the Agents
acting as principal for resale to one or more purchasers. Unless
otherwise specified in the applicable Pricing Supplement, any
Note sold to an Agent as principal will be purchased by the Agent
at a price equal to 100% of the principal amount thereof less a
percentage of the principal amount equal to the commission
applicable to an agency sale of a Note of identical maturity (see
"Plan of Distribution"). The Notes will not be listed on any
securities exchange, and there can be no assurance that the Notes
will be sold or that there will be a secondary market for the
Notes. The Company reserves the right to withdraw, cancel or
modify the offer made hereby without notice. The Company or the
Agents may reject any offer to purchase Notes, in whole or in
part. See "Plan of Distribution of Notes."

________________

Merrill Lynch & Co. Deutsche Morgan Grenfell Morgan Stanley & Co.
Incorporated
________________

The date of the Prospectus is _________ , 1996.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (Exchange Act)
and accordingly, files reports, proxy statements and other
information with the Securities and Exchange Commission
(Commission). Such reports, proxy statements and other
information filed with the Commission are available for
inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511,
and at 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such documents may also be obtained from the
Public Reference Room of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company is subject to the electronic filing requirements of
the Commission. Accordingly, certain documents, including annual
and quarterly reports, and proxy statements filed by the Company
with the Commission have been filed electronically. The
Commission maintains a World Wide Web site that contains these
reports and other information filed electronically with the
Commission at http://www.sec.gov. In addition, any such
materials and other information concerning the Company can be
inspected at the New York Stock Exchange, Inc. (NYSE), 20 Broad
Street, 7th Floor, New York, New York 10005, and also at the
Chicago Stock Exchange, Inc., 440 South LaSalle Street, Chicago,
Illinois 60605, on which exchanges the Company's Common Stock is
listed.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents heretofore filed with the Commission
pursuant to the Exchange Act are hereby incorporated in this
Prospectus by reference and made a part hereof:

1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.

2. The Company's Quarterly Reports on Forms 10-Q for
the quarters ended March 31, 1996, June 30, 1996, and
September 30, 1996.

3. The Company's Current Reports on Form 8-K dated
May 22, 1996, May 28, 1996, and September 19, 1996.

All documents filed with the Commission by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of
the offering of the Notes shall be deemed to be incorporated in
this Prospectus by reference and to be part hereof from the date
of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
in this Prospectus shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently-filed
document which also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered,
including any beneficial owner, upon the written or oral request
of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated in this
Prospectus by reference, other than certain exhibits to such
documents. Requests should be directed to Corporate Secretary,
Kansas City Power & Light Company, 1201 Walnut, Kansas City,
Missouri 64106 (Telephone: (816) 556-2936).

THE COMPANY

The Company, a Missouri corporation, is a medium-size
electric utility, headquartered in downtown Kansas City, which
generates and distributes electricity to over 430,000 customers
in a 4,700-square mile area located in 23 counties in western
Missouri and eastern Kansas. Customers include 380,000
residences, 50,000 commercial firms, and over 3,000 industries,
municipalities and other electric utilities. About two-thirds of
total Kwh sales and revenue are from Missouri customers and the
remainder from Kansas customers. The address of the Company's
principal executive office is 1201 Walnut, Kansas City, Missouri
64106 (Telephone: (816) 556-2200).

SELECTED FINANCIAL INFORMATION

Income Statement Information
Twelve Months
Ended
Year Ended December 31, Sept. 30, 1996
________________________ ______________

1993 1994 1995 (Unaudited)
(Thousands)

Operating revenues..... $857,450 $868,272 $885,955 $907,105

Operating income....... $156,302 $149,691 $167,048 $179,636

Net income............. $105,772 $104,775 $122,586 $111,753

Ratios
Twelve Months
Ended
Year Ended December 31, Sept. 30, 1996
______________________________ ______________

1991 1992 1993 1994 1995 (Unaudited
Ratios of Earnings ____ ____ ____ ____ ____
to Fixed Charges 3.22 3.12 3.80 4.07 3.94 3.37

Capitalization Summary
September 30, 1996
(Thousands)
(Unaudited)

Long-term debt*..................................... $ 834,136
Preferred stock..................................... 90,276
Common equity....................................... 917,092
__________
Total......................................... $1,841,504
____________

*Excluding current maturities of long-term debt included in
current liabilities.

APPLICATION OF PROCEEDS

The net proceeds from the sale of the Notes offered hereby
will be added to the general funds of the Company and used for
corporate purposes, which may include capital expenditures,
acquisitions, refinancing or repurchase of outstanding long-term
debt, preferred and common securities, investments in
subsidiaries, and repayment of short-term debt and other business
opportunities.

DESCRIPTION OF NOTES

The following statements are a summary only, do not purport
to be complete, and are subject to the detailed provisions of the
Indenture dated as of December 1, 1996 (Note Indenture), between
the Company and The Bank of New York, as Trustee (Note Trustee)
(the form of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part), to which reference
is hereby made. This summary incorporates by reference certain
Sections of the Note Indenture specifically enumerated below and
is qualified in its entirety by such reference. Certain of the
terms used below are used herein with the meanings ascribed to
such terms by the Note Indenture.

General

The Notes will be the only securities which may be issued
under the Note Indenture.

The Notes are limited to a maximum aggregate principal
amount of $300,000,000, which may be reduced by the Company
(Section 2.03).

Each Note will be issued initially as a Book-Entry Note or a
Certificated Note in fully registered form in minimum
denominations of $1,000 and integral multiples of $1,000 in
excess thereof (Section 2.04).

The Notes will be offered on a continuing basis and will
mature from nine months to thirty years from the Original Issue
Date, as selected by the initial purchaser and agreed to by the
Company. Each Note will bear interest at (a) a fixed rate or (b)
a floating rate determined by reference to a Base Rate (as
defined below) which may be adjusted by a Spread or Spread
Multiplier (each as defined below).

The Pricing Supplement relating to the Notes will describe
the following terms (a) the purchase price of such Notes (Issue
Price) which may be expressed as a percentage of the principal
amount at which such Notes will be issued; (b) the date on which
such Notes will be issued (Original Issue Date); (c) the date on
which the principal of such Notes will become due and payable
(Maturity Date); (d) whether such Notes are Fixed Rate Notes or
Floating Rate Notes; (e) if such Notes are Fixed Rate Notes, the
rate per annum at which such Notes will bear interest; (f) if
such Notes are Floating Rate Notes, the terms relating to the
particular method of calculating the interest rate for such
Notes; (g) the date or dates from which any such interest shall
accrue and the date or dates on which any such interest shall be
payable (Interest Payment Dates); (h) the terms for redemption,
if any; (i) whether the Notes will be issued as a Book-Entry or
Certificated Notes; and (j) any other terms of such Notes
(Section 2.05).

The Notes will not have any conversion rights.

The Note Indenture does not provide any protection for
holders of Notes in the event of a highly leveraged transaction.

The Notes may be presented for registration of transfer or
exchange at the office of the Note Trustee in The City of New
York, and the Note Trustee will perform certain other duties with
respect to the Notes.

Restrictions on Secured Debt

The notes will constitute unsecured and unsubordinated
indebtedness of the Company, and will rank on a parity with the
Company's other unsecured and unsubordinated indebtedness, but
will rank junior to the first mortgage bonds of the Company
(First Mortgage Bonds) which were issued under the General
Mortgage Indenture and Deed of Trust, dated as of December 1,
1986, from the Company to United Missouri Bank of Kansas City,
N.A., Trustee, as supplemented (Mortgage Indenture).

The Mortgage Indenture constitutes a first mortgage lien
upon substantially all of the fixed property and franchises of
the Company, consisting principally of electric generating
plants, electric transmission and distribution lines and systems,
and buildings, subject to Permissible Encumbrances. Also, the
Mortgage Indenture subjects to the lien thereof property, of the
character initially mortgaged, which is acquired by the Company
subsequent to December 1, 1986. Such after-acquired property may
be subject to Prior Liens which secure debt outstanding at the
time of such acquisition in an amount not in excess of 75% of the
Cost or Fair Value, whichever is less, of such after-acquired
property at such time.

The Company has covenanted in the Note Indenture that while
any of the Notes are outstanding, it will not issue any
additional First Mortgage Bonds, or subject to the lien of the
Mortgage Indenture any property which is exempt from such lien,
unless in each case the Company concurrently issues to the
Trustee under the Note Indenture a First Mortgage Bond or Bonds
in the same aggregate principal amount and having the same
interest rate or rates, maturity date or dates, redemption
provisions and other terms as the Notes then outstanding and
thereby give to the holders of all outstanding Notes the benefit
of the security of such First Mortgage Bonds or Bonds (Section
6.06). At such time as the Trustee under the Note Indenture is
the only holder of First Mortgage Bonds outstanding under the
Mortgage Indenture, the Trustee will surrender such First
Mortgage Bonds to the Company for cancellation and such Mortgage
Indenture will be discharged and defeased (Section 6.06).

In addition, the Company has covenanted in the Note
Indenture that neither the Company nor any Subsidiary (as defined
below under "Certain Definitions") will create or assume, except
in favor of the Company or a Wholly-Owned Subsidiary (as defined
below under "Certain Definitions"), any mortgage, pledge or other
lien or encumbrance upon any Principal Facility (as defined below
under "Certain Definitions"), or any stock of any Regulated
Subsidiary (as defined below under "Certain Definitions") or
indebtedness of any Subsidiary to the Company or any other
Subsidiary whether now owned or hereafter acquired without
equally and ratably securing the outstanding Notes. This
limitation will not apply to the lien of the Mortgage Indenture
or certain permitted encumbrances described in the Indenture,
including (a) purchase money mortgages, entered into within
specified time limits; (b) liens extending, renewing or refunding
certain permitted liens; (c) liens existing on acquired property;
(d) certain tax, materialmen's, mechanics' and judgment liens,
certain liens arising by operation of law and certain other
similar liens; (e) certain mortgages, pledges, liens or
encumbrances in favor of any state or local government or
governmental agency in connection with certain tax-exempt
financings; (f) liens to secure the cost of construction or
improvement of any property entered into within specified time
limits; and (g) mortgages, pledges, liens and encumbrances not
otherwise permitted if the sum of the indebtedness thereby
secured does not exceed 15% of Net Tangible Assets (as defined
below under "Certain Definitions").

Payment of Principal and Interest

Principal of and interest on Book-Entry Notes will be paid
in immediately available funds in the manner described below
under "Book-Entry Notes." Interest on Certificated Notes will be
paid at the Company's option by check mailed or by wire transfer
to the registered holder thereof on the Record Date for such
interest. The principal of and interest at maturity on all Notes
will be paid in immediately available funds at the office of the
Note Trustee, in The City of New York, to the holder of record of
such Notes on the date of such payment, provided that the Notes
are presented to the Note Trustee in time for
the Note Trustee to make such payments in such funds in
accordance with its normal procedures (Section 2.04).

Interest payments will be made on each Interest Payment Date
commencing with the first Interest Payment Date following the
Original Issue Date; provided, however, that the first payment of
interest on any Note originally issued between a Record Date and
an Interest Payment Date will occur on the second Interest
Payment Date following the Original Issue Date.

Redemption

The Notes may be redeemable, in whole or in part, at the
general redemption prices set forth in the Pricing Supplement.
If at the time notice of redemption is given the redemption
moneys are not on deposit with the Note Trustee, the redemption
may be subject to their deposit with the Note Trustee on or
before the date fixed for redemption and such notice shall be of
no effect unless such moneys are so received.

Record Date

Unless otherwise indicated in the Pricing Supplement, the
Record Date for Fixed Rate Notes and Floating Rate Notes will be
the fifteenth day preceding each Interest Payment Date (Section
1.02).

Fixed Rate Notes

The Fixed Rate Notes will bear interest from the later of
the Original Issue Date or the most recent date to which any
interest has been paid or duly provided for at the fixed rate per
annum specified therein and in the applicable Pricing Supplement,
until the principal of such Notes is paid or made available for
payment. Interest on Fixed Rate Notes will be payable semi-
annually each April 1 and October 1 (unless otherwise indicated
in the applicable Pricing Supplement) and at maturity or
redemption, if applicable. Each payment of interest will include
interest accrued to but excluding the Interest Payment Date.
Interest on Fixed Rate Notes will be computed on the basis of a
360-day year of twelve 30-day months (Section 2.04).

Floating Rate Notes

Interest on Floating Rate Notes will be determined by
reference to a "Base Rate", which shall be the "Commercial Paper
Rate" (Commercial Paper Rate Notes), "LIBOR" (LIBOR Notes), or
the "Treasury Rate" (Treasury Rate Notes), each as defined below,
based upon the Index Maturity and adjusted by a Spread or Spread
Multiplier, if any, as specified in the applicable Pricing
Supplement. The "Index Maturity" is the period to maturity of
the instrument or obligation from which the Base Rate is
calculated. The "Spread" is the number of basis points above or
below the Base Rate applicable to such Floating Rate Note, and
the "Spread Multiplier" is the percentage of the Base Rate
applicable to the interest rate for such Floating Rate Notes. The
Spread, Spread Multiplier, Index Maturity and other variable
terms of the Floating Rate Notes are subject to change by the
Company from time to time, but no such change will affect any
Floating Rate Notes theretofore issued or as to which an offer
has been accepted by the Company.

The rate of interest on each Floating Rate Note will be
reset daily, weekly, monthly, quarterly, semiannually or
annually, as specified in the applicable Pricing Supplement. The
"Interest Reset Date" will be, in the case of Floating Rate Notes
which reset (a) daily, each Business Day; (b) weekly, the
Wednesday of each week (with the exception of weekly reset
Treasury Rate Notes which reset the Tuesday of each week, except
as specified below); (c) monthly, the third Wednesday of each
month; (d) quarterly, the third Wednesday of March, June,
September and December; (e) semiannually, the third Wednesday of
the two months specified in the applicable Pricing Supplement;
and (f) annually, the third Wednesday of the month specified in
the applicable Pricing Supplement. If any Interest Reset Date for
any Floating Rate Note would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the
next succeeding day that is a Business Day, except that in the
case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the
next preceding Business Day and provided, that if in the case of
a Treasury Rate Note, an Interest Reset Date shall fall on a day
on which the Treasury auctions Treasury bills, then such Interest
Reset Date shall instead be the first Business Day following such
auction.

The interest rate applicable to each Interest Accrual Period
commencing on an Interest Reset Date will be the rate determined
as of the "Interest Determination Date" and will be calculated
either on such Interest Determination Date or on or prior to the
applicable Calculation Date (as hereinafter defined). The
Interest Determination Date with respect to Commercial Paper Rate
Notes will be the second Business Day preceding the Interest
Reset Date. The Interest Determination Date with respect to LIBOR
Notes will be the second London Banking Day preceding the
Interest Reset Date. The Interest Determination Date with respect
to Treasury Rate Notes will be the day of the week in which the
Interest Reset Date falls on which Treasury bills normally would
be auctioned; provided, however, that if as a result of a legal
holiday an auction is held on the Friday of the week preceding
the Interest Reset Date, the related Interest Determination Date
shall be such preceding Friday.

A Floating Rate Note may also have either or both of the
following: (a) a maximum limit (Maximum Interest Rate), or
ceiling, on the rate of interest which may accrue during any
Interest Accrual Period; and (b) a minimum limit (Minimum
Interest Rate), or floor, on the rate of interest which may
accrue during any Interest Accrual Period. In addition to any
Maximum Interest Rate which may be applicable to any Floating
Rate Notes pursuant to the above provisions, the interest rate on
the Floating Rate Notes will in no event be higher than the
maximum rate permitted by applicable state law, as the same may
be modified by United States law of general application.

The applicable Pricing Supplement will specify each variable
term with respect to the Floating Rate Notes, including the
following: Initial Interest Rate, Interest Reset Dates, Interest
Payment Dates, Index Maturity, Maturity, Maximum Interest Rate
and Minimum Interest Rate, if any, the Spread or Spread
Multiplier, if any, and terms of redemption, if any.

The Floating Rate Notes will bear interest from the date of
issue at the rates determined as described below until the
principal thereof is paid or otherwise made available for
payment. Except as provided below, interest will be payable on
their Interest Payment Date, which shall be, in the case of
Floating Rate Notes which reset (a) daily, weekly or monthly:
the third Wednesday of each month or the third Wednesday of
March, June, September and December of each year as specified in
the applicable Pricing Supplement; (b) quarterly: the third
Wednesday of March, June, September and December of each year;
(c) semiannually: the third Wednesday of the two months of each
year specified in the applicable Pricing Supplement; (d)
annually: the third Wednesday of the month specified in the
applicable Pricing Supplement; and, in each case, at maturity or
earlier redemption.

If any Interest Payment Date (other than at maturity or
earlier redemption) for any Floating Rate Note would fall on a
day that is not a Business Day with respect to such Note, such
Interest Payment Date will be the following day that is a
Business Day with respect to such Note, except that, in the case
of a LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Payment Date shall be the
immediately preceding day that is a Business Day with respect to
such LIBOR Note. If the maturity date or date of redemption of
any Floating Rate Note would fall on a day that is not a Business
Day, the payment of interest and principal (and premium, if any)
shall be made on the next succeeding Business Day, and no
interest on such payment shall accrue for the period from and
after the maturity date or date of redemption.

Unless otherwise specified in the Pricing Supplement,
interest payments shall be the amount of interest accrued from
the Original Issue Date or from the last date to which interest
has been paid to, but excluding, the Interest Payment Date. In
the case of a Floating Rate Note on which interest is reset daily
or weekly, interest payments shall be the amount of interest
accrued from the Original Issue Date or from the last date to
which interest has been paid, as the case may be, to, and
including, the Record Date immediately preceding such Interest
Payment Date, except that at maturity, the interest payable will
include interest accrued to, but excluding, the Maturity Date.

With respect to a Floating Rate Note, accrued interest is
calculated by multiplying the face amount of such Floating Rate
Notes by an Accrued Interest Factor. Such Accrued Interest
Factor is computed by adding the Interest Factor calculated for
each day from the date of issue, or from the last date to which
interest has been paid, to the date for which Accrued Interest is
being calculated. The Interest Factor for each such day is
computed by dividing the interest rate applicable to such day by
360 in the case of Commercial Paper Rate Notes and LIBOR Notes or
by the actual number of days in the year in the case of Treasury
Rate Notes.

All percentages resulting from any calculation on Floating
Rate Notes will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upward (e.g., 9.876545%
(or .09876545) being rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation on
Floating Rate Notes will be rounded to the nearest cent (with one-
half cent being rounded upward).

Unless otherwise provided for in the applicable Pricing
Supplement, The Bank of New York will be the "Calculation Agent."
Upon the request of the registered holder of any Floating Rate
Note, the Calculation Agent will provide the interest rate then
in effect and, if determined, the interest rate that will become
effective as a result of a determination made for the next
Interest Reset Date with respect to such Floating Rate Note. The
Company, or the Calculation Agent, will notify the Trustee of
each determination of the interest rate applicable to any such
Floating Rate Note promptly after such determination is made. The
"Calculation Date", where applicable, pertaining to any Interest
Determination Date will be the tenth calendar day after such
Interest Determination Date, or, if any such day is not a
Business Day, the next succeeding Business Day.

The interest rate in effect with respect to a Floating Rate
Note from the date of issue to the first Interest Reset Date (the
"Initial Interest Rate") will be specified in the applicable
Pricing Supplement. The interest rate for each subsequent
Interest Reset Date will be determined by the Calculation Agent
as follows:

Commercial Paper Rate Notes

Commercial Paper Rate Notes will bear interest at the
interest rates (calculated with reference to the Commercial Paper
Rate and the Spread or Spread Multiplier, if any) specified in
the applicable Pricing Supplement.

Unless otherwise indicated in the applicable Pricing
Supplement, "Commercial Paper Rate" means, with respect to any
Interest Determination Date relating to a Commercial Paper Rate
Note (a Commercial Paper Rate Interest Determination Date), the
Money Market Yield (as defined below) on such date of the rate
for commercial paper having the Index Maturity specified in the
applicable Pricing Supplement, as such rate shall be published by
the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any
successor publication (H.15(519)), under the heading "Commercial
Paper." In the event that such rate is not published prior to
3:00 P.M., New York City time, on the Calculation Date pertaining
to such Commercial Paper Rate Interest Determination Date, then
the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Rate Interest Determination Date of the rate for
commercial paper of the specified Index Maturity as published by
the Federal Reserve Bank of New York in its daily statistical
release "Composite 3:30 P.M. Quotations for U.S. Government
Securities", or any successor publication (Composite Quotations)
under the heading "Commercial Paper." If by 3:00 P.M., New York
City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, then the Commercial
Paper Rate for such Commercial Paper Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such Commercial
Paper Rate Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the specified Index
Maturity placed for an industrial issuer whose bond rating is
"AA", or the equivalent, from a nationally recognized rating
agency; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth
above, the Commercial Paper Rate will be the Commercial Paper
Rate in effect on such Commercial Paper Rate Interest
Determination Date.

"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:

D x 360
Money Market Yield = _____________ x 100
360 - (D x M)

where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal,
and "M" refers to the actual number of days in the Interest
Accrual Period for which interest is being calculated.

Unless otherwise indicated in the applicable Pricing
Supplement, the interest rate determined with respect to a
Commercial Paper Rate Interest Determination Date will become
effective on and as of the next succeeding Interest Reset Date;
provided, however, that the interest rate in effect for the
period from the date of issue to the first Interest Reset Date
will be the Initial Interest Rate and the interest rate in effect
for the ten days immediately prior to the maturity date (or any
date of redemption) will be that in effect on the tenth day
preceding such maturity date (or any date of redemption).

LIBOR Notes

LIBOR Notes will bear interest at the interest rates
(calculated with reference to LIBOR and the Spread or Spread
Multiplier, if any) specified in the applicable Pricing
Supplement.

Unless otherwise indicated in the applicable Pricing
Supplement, LIBOR with respect to any Interest Determination Date
relating to a LIBOR Note (a LIBOR Interest Determination Date)
will be the rate determined on the basis of the offered rates for
deposits (in United States dollars and in a principal amount
equal to an amount of not less than $1,000,000 that is
representative for a single transaction in such market at such
time for the period of the Index Maturity specified in the
applicable Pricing Supplement), commencing on the second London
Banking Day immediately following such LIBOR Interest
Determination Date, which appears as of 11:00 A.M., London time,
on the Reuters Screen LIBO Page on the Reuters Monitor Rates
Service on the LIBOR Interest Determination Date. If at least two
such offered rates appear on the Reuters Screen LIBO Page, LIBOR
for such LIBOR Interest Determination Date will be the arithmetic
mean (rounded, if necessary, to the nearest one hundred-
thousandth of a percent) of such offered rates as determined by
the Calculation Agent. If fewer than two such offered rates
appear, the Calculation Agent shall request the principal London
office of four major banks in the London interbank market
selected by the Calculation Agent to provide the Calculation
Agent with a quotation of their offered rates for deposits (in
United States dollars for the period of the applicable Index
Maturity and in a principal amount equal to an amount of not less
than $1,000,000 that is representative for a single transaction
in such market at such time) at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date commencing on the
second London Banking Day immediately following such LIBOR
Interest Determination Date. If at least two such quotations are
provided, LIBOR for such LIBOR Interest Determination Date will
equal the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR for such LIBOR Interest
Determination Date will equal the arithmetic mean of the rates
quoted by three major banks in The City of New York, as selected
by the Calculation Agent, at approximately 11:00 A.M., New York
City time, on such LIBOR Interest Determination Date for loans to
leading European banks (in United States dollars for the period
of the applicable Index Maturity and in a principal amount equal
to an amount of not less than $1,000,000 that is representative
for a single transaction in such market at such time) commencing
on the second London Banking Day following such LIBOR Interest
Determination Date; provided, however, that if the banks selected
as aforesaid by the Calculation Agent are not quoting as set
forth above, LIBOR will be LIBOR in effect on such LIBOR Interest
Determination Date.

Unless otherwise indicated in the applicable Pricing
Supplement, the interest rate determined with respect to a LIBOR
Interest Determination Date will become effective on and as of
the next succeeding Interest Reset Date; provided, however, that
the interest rate in effect for the period from the date of issue
to the first Interest Reset Date will be the Initial Interest
Rate and the interest rate in effect for the ten days immediately
prior to the maturity date (or any date of redemption) will be
that in effect on the tenth day preceding such maturity date (or
any date of redemption).

Treasury Rate Notes

Treasury Rate Notes will bear interest at the interest rates
(calculated with reference to the Treasury Rate and the Spread or
Spread Multiplier, if any) specified in the applicable Pricing
Supplement.

Unless otherwise indicated in the applicable Pricing
Supplement, "Treasury Rate" means, with respect to any Interest
Determination Date relating to a Treasury Rate Note (a Treasury
Rate Interest Determination Date), the rate applicable to the
most recent auction of direct obligations of the United States
(Treasury bills) having the Index Maturity specified in the
applicable Pricing Supplement, as such rate is published in
H.15(519) under the heading "Treasury bills-auction average
(investment)" or, if not so published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Treasury Rate
Interest Determination Date, the auction average rate (expressed
as a bond equivalent on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury.
Treasury bills are usually sold at auction on Monday of each week
unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction
may be held on the preceding Friday. In the event that the
results of the auction of Treasury bills having the specified
Index Maturity are not reported as provided by 3:00 P.M., New
York City time, on such Calculation Date, or if no such auction
is held in a particular week, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Treasury
Rate Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation
Agent, for the issue of Treasury bills with a remaining maturity
closest to the applicable Index Maturity; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are
not quoting as set forth above, the Treasury Rate will be the
Treasury Rate in effect on such Treasury Rate Interest
Determination Date.

Unless otherwise indicated in the applicable Pricing
Supplement, the interest rate determined with respect to a
Treasury Rate Interest Determination Date will become effective
on and as of the next succeeding Interest Reset Date; provided,
however, that the interest rate in effect for the period from the
date of issue to the first Interest Reset Date will be the
Initial Interest Rate and for the ten days immediately prior to
the maturity date (or any date of redemption) will be that in
effect on the tenth day preceding such maturity date (or any date
of redemption).

Events Of Default

Events of Default with respect to the Notes are defined in
the Note Indenture as including: (a) default for 30 days in the
payment of any interest installment due on the Notes; (b) default
for one day in the payment of principal of or any premium on the
Notes; (c) default in performance of any other covenant in the
Note Indenture for 60 days after notice to the Company by the
Note Trustee or to the Company and the Note Trustee by the
holders of at least 25% of the principal amount of the
outstanding Notes; and (d) default (i) in the payment of any
principal of or interest on any Indebtedness (as defined below
under "Certain Definitions") of the Company (other than Notes) or
any Indebtedness of any Subsidiary which is recourse to the
Company, aggregating more than $15,000,000 in principal amount,
when due after giving effect to any applicable grace period or
(ii) in the performance of any other term or provision of such
Indebtedness (other than Notes) in excess of $15,000,000
principal amount that results in such indebtedness becoming or
being declared due and payable prior to the date on which it
would otherwise become due and payable, and such acceleration
shall not have been rescinded or annulled, or such indebtedness
shall not have been discharged, within a period of 15 days after
there has been given to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding, a
written notice specifying such default or defaults; (e) the entry
against the Company or any Subsidiary of any judgment or order
for the payment of money in excess of $10,000,000 and either (x)
enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (y) there shall be any period of
30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise,
shall not be in effect; and (f) certain events of bankruptcy,
insolvency and reorganization of the Company. If an Event of
Default occurs and is continuing, the Note Trustee or the holders
of at least a majority of the principal amount of the outstanding
Notes may declare all of the Notes to be due and payable
immediately, subject to the right of the holders of a majority of
the principal amount of the outstanding Notes (i) to waive
certain defaults prior to such declaration, and (ii) to waive
such default and rescind such declaration in certain
circumstances (Sections 8.01 and 8.08).

The Note Indenture entitles the Note Trustee, subject to the
duty of the Note Trustee during default to act with the required
standard of care, to be indemnified by the holders of the Notes
before proceeding to exercise at the request of such holders any
right or power under the Note Indenture ( Section 8.04). The
Note Indenture also provides that the holders of a majority of
the principal amount of the outstanding Notes may direct the
time, method and place of conducting any proceeding for any
remedy available to the Note Trustee, or exercising any trust or
power conferred on the Note Trustee, with respect to the Notes
(Section 8.08).

The Note Indenture contains a covenant that the Company will
file annually with the Note Trustee a certificate stating that no
default has occurred under the Note Indenture, or if any such
default has occurred, a certificate specifying such default and
its nature and status. The Company is obligated to give to the
Note Trustee written notice of the occurrence of an Event of
Default within five days of it becoming aware of such occurrence
(Section 6.04).

Modification of the Note Indenture

The Note Indenture permits the Company and the Note Trustee,
with the consent of the holders of at least 50% of the principal
amount of the outstanding Notes, to execute supplemental
indentures adding any provisions to or changing or eliminating
any of the provisions of the Note Indenture or any supplemental
indenture or modifying the rights of the holders of Notes, except
that no such supplemental indenture may (i) change the maturity
of any Note, or reduce the rate or extend the time of payment of
any interest on any Note; or change the method of calculating
interest, for any of the terms used in the calculation of
interest, or the period for which interest is payable, on any
Note; or reduce the principal amount of any Note or any premium
thereon; or change the currency of payment of any Note; or change
the date on which any Note may be redeemed; or adversely affect
the rights of the holder of any Note to institute suit for the
enforcement of any payment of principal of or any premium or
interest on such Note, in each case without the consent of the
holder of each such Note so affected, including Notes for which
any offer has been accepted by the Company, or (ii) reduce the
aforesaid percentage of the principal amount of Notes, the
holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all outstanding
Notes (Section 13.02).

Defeasance and Discharge

The Note Indenture provides that the Company will be
discharged from any and all obligations in respect of the Notes
and the Note Indenture (except for certain obligations such as
obligations to register the transfer or exchange of Notes,
replace stolen, lost or mutilated Notes, and maintain paying
agencies) and thereafter the holders of Notes shall look only to
the Note Trustee for payment from the deposit in trust
hereinafter described, if the Company irrevocably deposits with
the Note Trustee, in trust for the benefit of holders of Notes,
money or U.S. Government Obligations, or any combination thereof,
which through the payment of interest thereon and principal
thereof in accordance with their terms will provide money in an
amount sufficient to make all payments of principal of and any
premium and interest on the Notes on the dates such payments are
due in accordance with the terms of the Note Indenture and the
Notes, provided that the Note Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of such principal of and
any premium and interest on the Notes (Section 5.01).

Book-Entry Notes

Unless otherwise specified in the applicable Pricing
Supplement, the Notes will be issued in whole or in part in book-
entry form (Book-Entry Notes). Upon issuance, all such Book-Entry
Notes having identical terms and provisions will be represented
by a single global security (each, a Global Note). Unless
otherwise specified in a Pricing Supplement, each Global Note
representing Book-Entry Notes will be deposited with, or on
behalf of, The Depository Trust Company (the Depositary), and
registered in the name of a nominee of the Depositary. Except as
set forth below, a Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary or any nominee to a successor of the Depositary or
a nominee of such successor (Section 2.12).

The Depositary has advised the Company and the Agents that
it is a limited-purpose trust company organized under the laws of
the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the Uniform
Commercial Code and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The Depositary was created to hold securities
of its participants and to facilitate the clearance and
settlement of securities transactions among its participants in
such securities through electronic book-entry changes in accounts
of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depositary's
participants include securities brokers and dealers (including
the Agents), banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their
representatives) own the Depositary. Access to the Depositary's
book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either
directly or indirectly. Persons who are not participants may
beneficially own securities held by the Depositary only through
participants.

Upon the issuance of Book-Entry Notes by the Company
represented by a Global Note, the Depositary will credit, on its
book-entry registration and transfer system, the respective
principal amounts of the Book-Entry Notes represented by such
Global Note to the accounts of participants. The accounts to be
credited shall be designated by the Agent through or by which
such Book-Entry Notes are sold. Ownership of beneficial
interests in a Global Note will be limited to participants or
persons that may hold interests through participants. In
addition, ownership of beneficial interests by participants in a
Global Note will be evidenced only by, and the transfer of any
such ownership interest will be effected only through, records
maintained by the Depositary or its nominee for such Global Note.
Ownership of beneficial interests in such a Global Note by
persons that hold through participants will be evidenced only by,
and the transfer of any such ownership interest within such
participant will be effected only through, records maintained by
such participant. The laws of some states require that certain
purchasers of securities take physical delivery of such
securities in certificated form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global
Note.

So long as the Depositary, or its nominee, is the registered
owner of a Global Note, the Depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the
Book-Entry Notes represented by such Global Note for all purposes
under the Note Indenture dated as of November 1, 1994. Except as
provided below, owners of beneficial interests in a Global Note
representing Book-Entry Notes will not be entitled to have such
Book-Entry Notes registered in their names, will not receive or
be entitled to receive physical delivery of Notes in certificated
form and will not be considered the owners or holders thereof
under the Indenture. Accordingly, each person owning a
beneficial interest in a Global Note must rely on the procedures
of the Depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns
its interests, to exercise any rights of a holder under the
Indenture or such Global Note. The Company understands that,
under existing industry practice, in the event that the Company
requests any action of holders of Book-Entry Notes or an owner of
a beneficial interest in a Global Note desires to take any action
that the Depositary, as the holder of such Global Note, is
entitled to take, the Depositary would authorize the participants
to take such action and that the participants would authorize
beneficial owners owning through such participants to take such
action or would otherwise act upon the instructions of beneficial
owners owning through them.

Payments of principal, interest and premium, if any, on the
Book-Entry Notes represented by one or more Global Notes will be
made by the Company through the Trustee to the Depositary, or its
nominee, as the case may be, as the registered owner of such
Global Note or Notes. Neither the Company nor the Trustee will
have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial
ownership interests. The Company expects that the Depositary,
upon receipt of any payment of principal, interest and premium,
if any, in respect of a Global Note, will credit immediately the
accounts of the related participants with payment in amounts
proportionate to their respective holdings in principal amount of
beneficial interests in such Global Note as shown on the records
of the Depositary. The Company also expects that payments by
participants to owners of beneficial interests in a Global Note
will be governed by standing customer instructions and customary
practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street
name", and will be the responsibility of such participants.

The Company will issue Notes in certificated form in
exchange for Global Notes representing Book-Entry Notes only if
(a) the Depositary is at any time unwilling or unable to continue
as depositary and a successor depositary is not appointed by the
Company within 90 days, (b) the Company at any time determines
not to have Book-Entry Notes represented by one or more Global
Notes, or (c) an event of default under the Note Indenture has
occurred and is continuing. In any such instance, an owner of a
beneficial interest in any Global Note will be entitled to
physical delivery of Notes in certificated form which are equal
in principal amount to such beneficial interest and to have such
Notes registered in its name. Such Notes so issued will be
issued in registered form only without coupons and in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof (Section 2.12).

Concerning the Note Trustee

The Note Trustee is the trustee for the Company's
$495,000,000 principal amount of currently outstanding Medium-
Term Notes issued under Indentures dated April 1, 1991, February
15, 1992, November 15, 1992, and November 1, 1994.

Certain Definitions

Set forth below is a summary of certain defined terms as
used in the Note Indenture. Reference is made to Article One of
the Indenture for the full definition of all such terms.

"Indebtedness" shall mean with respect to any person (i) any
liability of such person (a) for borrowed money, or (b) evidenced
by a bond, note, debenture or similar instrument (including
purchase money obligations but excluding trade payables), or (c)
for the payment of money relating to a lease that is required to
be classified as a capitalized lease obligation in accordance
with generally accepted accounting principles; (ii) any liability
of others described in the preceding clause (i) that such person
has guaranteed, that is recourse to such person or that is
otherwise its legal liability; and (iii) any amendment,
supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses
(i) and (ii) above.

"Net Tangible Assets" shall mean total assets minus goodwill
of the Company.

"Principal Facility" shall mean the real property, fixtures,
machinery and equipment relating to any facility owned by the
Company or any Subsidiary, (which may include a network of
electric or gas distribution facilities or a network of electric
or gas transmission facilities), except any facility that, in the
opinion of the Board of Directors, is not of material importance
to the business conducted by the Company and its Subsidiaries,
taken as a whole.

"Regulated Subsidiary" shall mean any Subsidiary which owns
or operates facilities used for the generation, transmission or
distribution of electric energy and is subject to the
jurisdiction of any governmental authority of the United States
or any state or political subdivision thereof, as to any of its:
rates; services; accounts; issuances of securities; affiliate
transactions; or construction, acquisition or sale of any such
facilities, except that any "exempt wholesale generator",
"qualifying facility", "foreign utility company", and "power
marketer", as defined in the Indenture, shall not be a Regulated
Subsidiary.

"Subsidiary" shall mean any corporation of which at least a
majority of the outstanding stock having by the terms thereof
ordinary voting power to elect a majority of the directors of
such corporation, irrespective of whether or not at the time
stock of any class or classes of such corporation shall have or
might have voting power by reason of the happening of any
contingency, is at the time, directly or indirectly, owned or
controlled by the Company or by one or more Subsidiaries, or by
the Company and one or more Subsidiaries.

"Wholly-Owned Subsidiary" shall mean a Subsidiary of which
all of the outstanding voting stock (other than directors'
qualifying shares) is at the time, directly or indirectly, owned
by the Company, or by one or more Wholly-Owned Subsidiaries of
the Company or by the Company and one or more Wholly-Owned
Subsidiaries.

EXPERTS

The financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference in this Prospectus and in the
Registration Statement, have been audited by Coopers & Lybrand
L.L.P., independent public accountants, as indicated in their
reports with respect thereto, and are included herein, in
reliance upon the authority of said firm as experts in giving
said reports.

LEGAL OPINIONS

Legal matters with respect to the Notes offered hereby and
the Pledged Bond will be passed upon for the Company by Jeanie
Sell Latz, Senior Vice President and Chief Legal Officer, and for
the Agents by Sidley & Austin, One First National Plaza, Chicago,
Illinois 60603. Sidley & Austin will rely for purposes of their
opinions upon the opinion of Ms. Latz as to matters of Missouri
law. At September 30, 1996, Ms. Latz owned beneficially 1,945
shares of the Company's Common Stock; she also has options to
purchase 15,375 shares of the Company's Common Stock at the fair
market value on the dates of the grants. Sidley & Austin
occasionally performs legal services for the Company.

The statements herein under "Description of Bonds" and
"Description of Notes," as to the matters of law and legal
conclusions, have been prepared under the supervision of and
reviewed by, and are made on the authority of Ms. Latz, who has
given her opinion that such statements as to such matters and
conclusions are correct.

PLAN OF DISTRIBUTION OF NOTES

The Notes are being offered on a continuing basis by the
Company through the Agents, which have agreed to use their
reasonable efforts to solicit purchases of the Notes. The
Company will pay to the Agents a commission of from .125% to
.750% of the principal amount of each Note, depending on its
maturity, sold through the Agents. The Company has reserved the
right to appoint other agents from time to time on substantially
similar terms; any such other agents will be named in the
appropriate Pricing Supplement. The Company will have the sole
right to accept offers to purchase Notes and may reject any such
offer, in whole or in part. The Agents will have the right, in
their discretion reasonably exercised, without notice to the
Company, to reject any offer to purchase Notes received by them,
in whole or in part.

In addition, the Agents may offer the Notes they have
purchased as principal to other dealers. The Agents may sell
Notes to any dealer at a discount and, unless otherwise specified
in the applicable Pricing Supplement, such discount equal to all
or any portion of the discount to be received by such Agent from
the Company. Unless otherwise indicated in the applicable
Pricing Supplement, any Note sold to an Agent as principal will
be purchased by such Agent at a price equal to 100% of the
principal amount thereof less a percentage equal to the
commission applicable to any agency sale of a Note of identical
maturity, and may be resold by the Agent to investors and other
purchasers from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale or may
be resold to certain dealers as described above. After the
initial public offering of Notes to be resold to investors and
other purchasers on a fixed public offering price basis, the
public offering price, concession and discount may be changed.

The Notes may also be sold by the Company directly to
purchasers.

Payment of the purchase price of Notes will be required to
be made in funds immediately available in The City of New York.

The Agents may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the 1933 Act).
The Company has agreed to indemnify the Agents against and
contribute toward certain liabilities, including liabilities
under the 1933 Act. The Company has agreed to reimburse the
Agents for certain expenses.

The Agents will not be obligated to make a market in the
Notes. The Company cannot predict the activity of trading in, or
liquidity of, the Notes.

The Agents have in the past performed, and in the future may
perform, various services for the Company in the ordinary course
of business.

No dealer, salesman or other person has
been authorized to give any information or to
make any representation not contained in this
Prospectus and, with respect to particular
securities, the Prospectus Supplement
relating thereto, and, if given or made, such
information or representation must not be
relied upon as having been authorized by the
Company or any agent, underwriter or dealer.
Neither this Prospectus nor any Prospectus
Supplement constitutes an offer to sell or a
solicitation of any offer to buy any of the
securities offered hereby or thereby in any
jurisdiction to any person to whom it is
unlawful to make such offer in such
jurisdiction. Neither the delivery of this
Prospectus or any Prospectus Supplement nor
any sale made hereunder or thereunder shall,
under any circumstances, create any
implication that there has been no change in
the affairs of the Company since the date
hereof or thereof or that the information
contained or incorporated by reference herein
or therein is correct as of any time
subsequent to its date.

TABLE OF CONTENTS

PAGE

Available
Information.............................

Incorporation of Certain
Information by Reference..............

The Company.............................

Selected Financial Information..........

Application of Proceeds.................

Description of Notes....................

Experts.................................

Legal Opinions..........................

Plan of Distribution of Notes...........

$300,000,000

Kansas City
Power & Light
Company

____________

MEDIUM-TERM NOTES

____________

PROSPECTUS

December __, 1996

Merrill Lynch & Co.
Deutsche Morgan Grenfell
Morgan Stanley & Co. Incorporated

_________________

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expense of Issuance and Distribution.

An estimate of such expense, other than underwriting
commissions, is as follows:

Securities and Exchange Commission registration fee $ 90,909
Printing, including preparation of securities 10,000
Trustee's fees and expenses 10,000
Legal fees 25,000
Rating Agency Fees 65,000
Blue Sky and legal investment expenses 1,000
Accountant's fees and expenses 5,000
Miscellaneous 5,091
________
Total $212,000

Item 15. Indemnification of Officers and Directors.

Section 351.355 RSMo (1986) provides as follows:

1. A corporation created under the laws of this state may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including
attorneys' fees, judgements, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in an manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

2. The corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees, and
amounts paid in settlement actually and reasonably incurred by
him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which the action
or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of
the case, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

3. To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in subsections 1 and 2 of this section, or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the action, suit or
proceeding.

4. Any indemnification under subsections 1 and 2 of this
section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in this section.
The determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to the action, suit, or proceeding, or if such a quorum
is not obtainable, or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or by the shareholders.

5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of the action, suit, or
proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation as authorized in this section.

6. The indemnification provided by this section shall be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles of
incorporation or bylaws or any agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.

7. A corporation created under the laws of this state
shall have the power to give any further indemnity, in addition
to the indemnity authorized or contemplated under other
subsections of this section, including subsection 6, to any
person who is or was a director, officer, employee or agent, or
to any person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, provided such further indemnity is either
(i) authorized, directed, or provided for in the articles of
incorporation of the corporation or any duly adopted amendment
thereof or (ii) is authorized, directed, or provided for in any
bylaw or agreement of the corporation which has been adopted by a
vote of the shareholders of the corporation, and provided further
that no such indemnity shall indemnify any person from or on
account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Nothing in this subsection shall be deemed to limit
the power of the corporation under subsection 6 of this section
to enact bylaws or to enter into agreements without shareholder
adoption of the same.

8. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability under the
provisions of this section.

9. Any provision of this chapter to the contrary
notwithstanding, the provisions of this section shall apply to
all existing and new domestic corporations, including but not
limited to banks, trust companies, insurance companies, building
and loan associations, savings bank and safe deposit companies,
mortgage loan companies, corporations formed for benevolent,
religious, scientific or educational purposes and nonprofit
corporations.

10. For the purpose of this section, references to "the
corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer
employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this section with
respect to the resulting or surviving corporation as he would if
he had served the resulting or surviving corporation in the same
capacity.

11. For purposes of this section, the term "other
enterprise" shall include employee benefit plans; the term
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and the term "serving at the
request of the corporation" shall include any service as a
director, officer, employee, or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to
in this section.

The officers and directors of the Company have entered into
indemnification agreements with the Company indemnifying such
officers and directors to the extent allowed under the above
Section 351.355 RSMo (1986).

Article XIII of the Restated Articles of Consolidation of
the Company provides as follows:

ARTICLE THIRTEENTH. (a) Right to Indemnification. Each
person who was or is made a party or is threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or
she is or was a director or officer of the Company or is or was
an employee of the Company acting within the scope and course of
his or her employment or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Company to
the fullest extent authorized by The Missouri General and
Business Corporation Law, as the same exists or may hereafter be
amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid to or to be paid in settlement)
actually and reasonably incurred by such person in connection
therewith. The Company may in its discretion by action of its
Board of Directors provide indemnification to agents of the
Company as provided for in this ARTICLE THIRTEENTH. Such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators.

(b) Rights Not Exclusive. The indemnification and other
rights provided by this ARTICLE THIRTEENTH shall not be deemed
exclusive of any other rights to which a person may be entitled
under any applicable law, By-laws of the Company, agreement, vote
of shareholders or disinterested Directors or otherwise, both as
to action in such person's official capacity and as to action in
any other capacity while holding the office of Director or
officer, and the Company is hereby expressly authorized by the
shareholders of the Company to enter into agreements with its
Directors and officers which provide greater indemnification
rights than that generally provided by The Missouri General and
Business Corporation Law; provided, however, that no such further
indemnity shall indemnify any person from or on account of such
Director's or officer's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Any such agreement providing for further indemnity
entered into pursuant to this ARTICLE THIRTEENTH after the date
of approval of this ARTICLE THIRTEENTH by the Company's
shareholders need not be further approved by the shareholders of
the Company in order to be fully effective and enforceable.

(c) Insurance. The Company may purchase and maintain
insurance on behalf of any person who was or is a director,
officer, employee or agent of the Company, or was or is serving
at the request of the Company as a Director, officer, employee or
agent of another company, partnership, joint venture, trust or
other enterprise against any liability asserted against or
incurred by such person in any such capacity, or arising out of
his or her status as such, whether or not the Company would have
the power to indemnify such person against such liability under
the provisions of this ARTICLE THIRTEENTH.

(d) Amendment. This ARTICLE THIRTEENTH may be hereafter
amended or repealed; however, no amendment or repeal shall
reduce, terminate or otherwise adversely affect the right of a
person entitled to obtain indemnification or an advance of
expenses with respect to an action, suit or proceeding that
pertains to or arises out of actions or omissions that occur
prior to the later of (a) the effective date of such amendment or
repeal; (b) the expiration date of such person's then current
term of office with, or service for, the Company (provided such
person has a stated term of office or service and completes such
term); or (c) the effective date such person resigns his or her
office or terminates his or her service (provided such person has
a stated term of office or service but resigns prior to the
expiration of such term).

The form of the Distribution Agreement filed in Exhibit 1 to
this Registration Statement include provisions requiring the
Agents to indemnify directors and officers of the Company in
certain circumstances.

Item 16. Exhibits.

Exhibit
Number Description of Document
_______ _____________________________________________________________

1 Form of Distribution Agreement relating to the Notes.
4-a *General Mortgage and Deed of Trust dated as of December
1, 1986, between the Company and United Missouri Bank
N.A. (formerly United Missouri Bank) of Kansas City,
N.A., Trustee (Exhibit 4-bb to Form 10-K for the year
ended December 31, 1986).
4-b *Third Supplemental Indenture dated as of April 1, 1991,
to Indenture dated as of December 1, 1986 (Exhibit 4-aq
to Registration Statement, Registration No. 33-42187).
4-c *Fourth Supplemental Indenture dated as of February 15,
1992, to Indenture dated as of December 1, 1986 (Exhibit
4-y to Form 10-K for year ended December 31, 1991).
4-d *Fifth Supplemental Indenture dated as of September 15,
1992, to Indenture dated as of December 1, 1986 (Exhibit
4-a to Form 10-Q dated September 30, 1992).
4-e *Sixth Supplemental Indenture dated as of November 1,
1992, to Indenture dated as of December 1, 1986 (Exhibit
4-z to Registration Statement, Registration No. 33-
54196).
4-f *Seventh Supplemental Indenture dated as of October 1,
1993, to Indenture dated as of December 1, 1986 (Exhibit
4-a to Form 10-Q dated September 30, 1993).
4-g *Eighth Supplemental Indenture dated as of December 1,
1993, to Indenture dated as of December 1, 1986 (Exhibit
4 to Registration Statement, Registration No. 33-51799).
4-h *Ninth Supplemental Indenture dated as of February 1,
1994, to Indenture dated as of December 1, 1986 (Exhibit
4-h to Form 10-K for year ended December 31, 1993).
4-i *Tenth Supplemental Indenture dated as of November 1,
1994, to Indenture dated as of December 1, 1986 (Exhibit
4-i to Form 10-K for year ended December 31, 1994).
4-j *Note Indenture dated as of November 1, 1994, between
the Company and The Bank of New York creating the Notes
(Exhibit 4-j to Registration Statement, Registration
No. 33-56309).
4-k *Note Indenture dated as of November 15, 1992, between
the Company and The Bank of New York creating the Notes
(Exhibit 4-aa to Registration Statement, Registration
No. 33-54196).
4-l *Note Indenture dated as of February 15, 1992, between
the Company and The Bank of New York (Exhibit 4-bb to
Registration Statement, Registration No. 33-45736).
4-m *Note Indenture dated as of April 1, 1991, between the
Company and The Bank of New York (Exhibit 4-bb to
Registration Statement, Registration No. 33-42187).
4-n Form of Note Indenture dated as of December 1, 1996,
between the Company and The Bank of New York creating
the Notes.
4-o *Resolution of Board of Directors Establishing 3.80%
Cumulative Preferred Stock (Exhibit 2-R to Registration
Statement, Registration No. 2-40239).
4-p *Resolution of Board of Directors Establishing 4%
Cumulative Preferred Stock (Exhibit 2-S to Registration
Statement, Registration No. 2-40239).
4-q *Resolution of Board of Directors Establishing 4.50%
Cumulative Preferred Stock (Exhibit 2-T to Registration
Statement, Registration No. 2-40239).
4-r *Resolution of Board of Directors Establishing 4.20%
Cumulative Preferred Stock (Exhibit 2-U to Registration
Statement, Registration No. 2-40239).
4-s *Resolution of Board of Directors Establishing 4.35%
Cumulative Preferred Stock (Exhibit 2-V to Registration
Statement, Registration No. 2-40239).
4-t *Certificate of Designation of Board of Directors
Establishing the $50,000,000 Cumulative No Par Preferred
Stock, Auction Series A (Exhibit 4-a to Form 10-Q dated
March 31, 1992).
5 Opinion of J. S. Latz, Senior Vice President and
Chief Legal Officer for the Company.
12 Statement of Computation of Ratios of Earnings to
Fixed Charges.
23-a Consent of Independent Accountants--Coopers & Lybrand
L.L.P.
23-b Consent of Counsel--included in Exhibit 5.
24 Powers of Attorney.
25 Statement of eligibility and qualification on Form T-1
of The Bank of New York.

*Copies of the documents listed above which are identified with
an asterisk have heretofore been filed with the Securities and
Exchange Commission as exhibits to prior registration statements
(except as otherwise noted) and are incorporated herein by
reference and made a part hereof. The exhibit number and file
number of the documents so filed, and incorporated herein by
reference, are stated in parenthesis in the description of such
exhibit.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
and Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement or amendment thereto to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Kansas City, and State of Missouri on the 4th day of
December, 1996.

KANSAS CITY POWER & LIGHT COMPANY

By /s/Drue Jennings
(Drue Jennings)
Chairman of the Board
and President

Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment has been signed below by
the following persons in the capacities and on the dates indicated.

Signature Title Date

Chairman of the )
Board and Chief )
Executive )
/s/Drue Jennings Officer (Principal )
(Drue Jennings) Executive Officer) )

Executive Vice )
President and Chief )
Financial Officer )
/s/B. J. Beaudoin (Principal Financial )
(B. J. Beaudoin) Officer)

Controller )
/s/Neil Roadman (Principal )
(Neil Roadman) Accounting Officer) )

David L. Bodde* Director )
(David L. Bodde) )

William H. Clark* Director )
(William H. Clark) )

Robert J. Dineen* Director ) December 4, 1996
(Robert J. Dineen)

Arthur J. Doyle* Director )
(Arthur J. Doyle) )

W. Thomas Grant II* Director )
(W. Thomas Grant II)

George E. Nettels, Jr.* Director )
(George E. Nettels, Jr.) )

Linda Hood Talbott* Director )
(Linda Hood Talbott) )

Robert H. West* Director )
(Robert H. West) )

*By /s/Drue Jennings
(Drue Jennings)
Attorney-in-fact

Exhibit 1

Kansas City Power & Light Company
Medium-Term Notes Due From
9 Months to 30 Years from Date of Issue

DISTRIBUTION AGREEMENT

December __, 1996

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Deutsche Morgan Grenfell Inc.
Morgan Stanley & Co. Incorporated
c/o Merrill Lynch & Co.
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310

Dear Sirs:

Kansas City Power & Light Company, a Missouri
corporation (the "Company"), confirms its agreement with
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Morgan Grenfell Inc., and Morgan
Stanley & Co. Incorporated (the "Agents") with respect to
the issue and sale by the Company of its Medium-Term Notes
described herein (the "Notes"). The Notes are to be issued
pursuant to an indenture (the "Indenture") dated as of
December 1, 1996 between the Company and The Bank of New
York, as trustee (the "Note Trustee").

As of the date hereof, the Company has authorized
the issuance and sale of up to U.S. $300,000,000 aggregate
principal amount of Notes through the Agents pursuant to the
terms of this Agreement. It is understood, however, that
the Company may from time to time authorize the issuance of
additional Notes and that such additional Notes may be sold
through or to the Agents pursuant to the terms of this
Agreement, all as though the issuance of such Notes were
authorized as of the date hereof.

This Agreement provides both for the sale of Notes
by the Company directly to purchasers, in which case the
Agents may act as agents of the Company in soliciting Note
purchases, and (as may from time to time be agreed to by the
Company and the Agents) to the Agents as principal for
resale to purchasers.

The Company has filed with the Securities and
Exchange Commission (the "SEC") a registration statement on
Form S-3 (No. 333-________) for the registration of the
Notes under the Securities Act of 1933, as amended (the
"1933 Act") and the offering thereof from time to time in
accordance with Rule 415 of the rules and regulations of the
SEC under the 1933 Act (the "1933 Act Regulations"). Such
registration statement has been declared effective by the
SEC and the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act"). Such
registration statement (and any further registration
statements which may be filed by the Company for the purpose
of registering additional Notes and in connection with which
this Agreement is included or incorporated by reference as
an exhibit) and the prospectus constituting a part thereof,
and any prospectus supplements relating to the Notes,
including all documents incorporated therein by reference,
as from time to time amended or supplemented by the filing
of documents pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act") or the 1933 Act or
otherwise, are referred to herein as the "Registration
Statement" and the "Prospectus," respectively, except that
if any revised prospectus shall be provided to the Agents by
the Company for use in connection with the offering of the
Notes which is not required to be filed by the Company
pursuant to Rule 424(b) of the 1933 Act Regulations, the
term "Prospectus" shall refer to such revised prospectus
from and after the time it is first provided to the Agents
for such use.

SECTION 1. Appointment as Agents.

(a) Appointment of Agents. Subject to the terms
and conditions stated herein and subject to the reservation
by the Company of the right to sell Notes directly on its
own behalf, the Company hereby appoints the Agents as the
exclusive agents for the purpose of soliciting purchases of
the Notes from the Company by others and agrees that, except
as otherwise contemplated herein, whenever the Company
determines to sell Notes directly to an Agent as principal
for resale to others, it will enter into a Terms Agreement
(hereafter defined) relating to such sale in accordance with
the provisions of Section 3(b) hereof. The Agents are not
authorized to appoint sub-agents or to engage the services
of any other broker or dealer in connection with the offer
or sale of the Notes through them as Agents. The Company
agrees that, during the period the Agents are acting as the
Company's agents hereunder, the Company will not appoint
other agents to act on its behalf, or to assist it, in the
placement of the Notes, provided, however, that the Company
may appoint additional agents who have executed this
Agreement or an agreement substantially similar to this
Agreement to solicit offers to purchase Notes, which
appointment shall not become effective until notice thereof
is given to the Agents. Such notice shall be in writing or
by telephone or telegraph confirmed in writing and may be
given only after consultation with the Agents.

(b) Reasonable Efforts Solicitations; Right to
Reject Offers. Upon receipt of instructions from the
Company, the Agents will use their reasonable efforts to
solicit purchases of such principal amount of the Notes as
the Company and the Agents shall agree upon from time to
time during the term of this Agreement, it being understood
that the Company shall not approve the solicitation of
purchases of Notes in excess of the amount which shall be
authorized by the Company from time to time or in excess of
the principal amount of Notes registered pursuant to the
Registration Statement. The Agents will have no
responsibility for maintaining records with respect to the
aggregate principal amount of Notes sold, or of otherwise
monitoring the availability of Notes for sale under the
Registration Statement. The Agents will communicate to the
Company, orally or in writing, each offer to purchase Notes,
other than those offers rejected by the Agents. The Agents
shall have the right, in their discretion reasonably
exercised, to reject any proposed purchase of Notes, as a
whole or in part, and any such rejection shall not be deemed
a breach of the agreement of the Agents contained herein.
The Company may accept or reject any proposed purchase of
the Notes, in whole or in part.

(c) Solicitations as Agents; Purchases as
Principal. In soliciting purchases of the Notes on behalf
of the Company, the Agents shall act solely as agents for
the Company and not as principal. The Agents shall make
reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes
has been solicited by the Agents and accepted by the
Company. The Agents shall not have any liability to the
Company in the event any such purchase is not consummated
for any reason. The Agents shall not have any obligation to
purchase Notes from the Company as principal, but an Agent
may agree from time to time to purchase Notes as principal.
Any such purchase of Notes by an Agent as principal shall be
made pursuant to a Terms Agreement in accordance with
Section 3(b) hereof.

(d) Reliance. The Company and the Agents agree
that any Notes the placement of which the Agents arrange
shall be placed by the Agents, and any Notes purchased by an
Agent shall be purchased, in reliance on the
representations, warranties, covenants and agreements of the
Company contained herein and on the terms and conditions and
in the manner provided herein.

SECTION 2. Representations and Warranties.

(a) The Company represents and warrants to the
Agents as of the date hereof, as of the date of each
acceptance by the Company of an offer for the purchase of
Notes (whether through the Agents as agents or to an Agent
as principal), as of the date of each delivery of Notes
(whether through the Agents as agents or to an Agent as
principal) (the date of each such delivery to an Agent as
principal being hereafter referred to as a "Settlement
Date"), and as of any time that the Registration Statement
or the Prospectus shall be amended or supplemented (other
than by an amendment or supplement providing solely for a
change in the interest rates of Notes or similar changes) or
there is filed with the SEC any document incorporated by
reference into the Prospectus (other than any Current Report
on Form 8-K relating exclusively to the issuance of Notes
under the Registration Statement, unless the Agents shall
otherwise specify) (each of the times referenced above being
referred to herein as a "Representation Date") as follows:

(i) Due Incorporation and Qualification.
The Company has been duly incorporated and is
validly existing as a corporation in good standing
under the laws of the state of its incorporation
with corporate power and authority to own, lease
and operate its properties and to conduct its
business as described in the Prospectus; and the
Company is duly qualified as a foreign corporation
to transact business and is in good standing in
each jurisdiction in which such qualification is
required, whether by reason of the ownership or
leasing of property or the conduct of business,
except where the failure to so qualify and be in
good standing would not have a material adverse
effect on the condition, financial or otherwise,
or the earnings, business affairs or business
prospects of the Company.

(ii) Subsidiaries. The Company has no
significant subsidiaries, as "significant
subsidiary" is defined in Rule 405 of Regulation C
of the 1933 Act Regulations.

(iii) Registration Statement and Prospectus.
At the time the Registration Statement became
effective, the Registration Statement complied,
and as of the applicable Representation Date will
comply, in all material respects with the
requirements of the 1933 Act and the 1933 Act
Regulations and the 1939 Act and the rules and
regulations of the SEC promulgated thereunder.
The Registration Statement, at the time it became
effective, did not, and at each time thereafter at
which any amendment to the Registration Statement
becomes effective or any Annual Report on Form 10-
K is filed by the Company with the SEC and as of
each Representation Date, will not, contain an
untrue statement of a material fact or omit to
state a material fact required to be stated
therein or necessary to make the statements
therein not misleading. The Prospectus, as of the
date hereof does not, and as of each
Representation Date will not, contain an untrue
statement of a material fact or omit to state a
material fact necessary in order to make the
statements therein, in the light of the
circumstances under which they were made, not
misleading; provided, however, that the
representations and warranties in this subsection
shall not apply to statements in or omissions from
the Registration Statement or Prospectus made in
reliance upon and in conformity with information
furnished to the Company in writing by the Agents
expressly for use in the Registration Statement or
Prospectus.

(iv) Incorporated Documents. The documents
incorporated by reference in the Prospectus, at
the time they were or hereafter are filed with the
SEC, complied or when so filed will comply, as the
case may be, in all material respects with the
requirements of the 1934 Act and the rules and
regulations promulgated thereunder (the "1934 Act
Regulations"), and, when read together and with
the other information in the Prospectus, did not
and will not contain an untrue statement of a
material fact or omit to state a material fact
required to be stated therein or necessary in
order to make the statements therein, in the light
of the circumstances under which they were or are
made, not misleading.

(v) Accountants. The accountants who issued
their reports on the financial statements included
or incorporated by reference in the Prospectus are
independent public accountants within the meaning
of the 1933 Act and the 1933 Act Regulations.

(vi) Financial Statements. The financial
statements and any supporting schedules of the
Company included or incorporated by reference in
the Registration Statement and the Prospectus
present fairly the financial position of the
Company as of the dates indicated and the results
of its operations for the periods specified; and,
except as stated therein, said financial
statements have been prepared in conformity with
generally accepted accounting principles in the
United States (except for certain footnote
disclosures required to be included in financial
statements prepared in accordance with generally
accepted accounting principles) applied on a
consistent basis; and any supporting schedules
included in the Registration Statement present
fairly the information required to be stated
therein.

(vii) Authorization and Validity of this
Agreement, the Indenture and the Notes. This
Agreement has been duly authorized, executed and
delivered and, upon execution and delivery by the
Agents, will be a valid and binding agreement of
the Company; the Indenture has been duly
authorized and, upon execution and delivery by the
Note Trustee, will be a valid and binding
obligation of the Company enforceable in
accordance with its terms; the Notes have been
duly and validly authorized for issuance, offer
and sale pursuant to this Agreement and, when
issued, authenticated and delivered pursuant to
the provisions of this Agreement and the Indenture
against payment of the consideration therefor
specified in the Prospectus or pursuant to any
Terms Agreement, the Notes will constitute valid
and legally binding obligations of the Company
enforceable in accordance in with their terms,
except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting enforcement
of creditors' rights generally or by general
equity principles; the Notes and the Indenture
will be substantially in the forms heretofore
delivered to the Agents and conform in all
material respect to all statements relating
thereto contained in the Prospectus; and each
holder of the Notes will be entitled to the
benefits provided by the Indenture.

(viii) Material Changes or Material Transactions.
Since the respective dates as of which information is
given in the Registration Statement and the Prospectus,
except as may otherwise be stated therein or
contemplated thereby, (a) there has been no material
adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or
business prospects of the Company, whether or not
arising in the ordinary course of business and
(b) there have been no material transactions entered
into by the Company other than those in the ordinary
course of business.

(ix) No Defaults. The Company is not in
violation of its Restated Articles of
Consolidation, as amended, or by-laws, or in
default in the performance or observance of any
material obligation, agreement, covenant or
condition contained in any contract, indenture,
mortgage, loan agreement, note, lease or other
instrument to which it is a party or by which it
or its properties may be bound; the execution and
delivery of this Agreement and the Indenture and
the consummation of the transactions contemplated
herein, therein and pursuant to any applicable
Terms Agreement have been duly authorized by all
necessary corporate action and will not conflict
with or constitute a breach of, or default under,
or result in the creation or imposition of any
lien, charge or encumbrance upon any property or
assets of the Company pursuant to, any contract,
indenture, mortgage, loan agreement, note, lease
or other instrument to which the Company is a
party or by which it may be bound or to which any
of the property or assets of the Company is
subject, nor will such action result in any
violation of the provisions of the Restated
Articles of Consolidation, as amended, or by-laws,
of the Company or any law, administrative
regulation or administrative or court order or
decree.

(x) Regulatory Approvals. The Company has made
all necessary filings and obtained all necessary
consents or approvals from the Missouri Public Service
Commission and the Federal Energy Regulatory Commission
(the "FERC") in connection with the issuance and sale
of the Notes, or will have done so by the time the
Notes shall be issued and sold, and no consent,
approval, authorization, order or decree of any other
court or governmental agency or body is required for
the consummation by the Company of the transactions
contemplated by this Agreement, except such as may be
required under the 1933 Act, the 1939 Act, the 1933 Act
Regulations or state securities ("Blue Sky") laws.

(xi) Legal Proceedings; Contracts. Except
as may be set forth in the Registration Statement,
there is no action, suit or proceeding before or
by any court or governmental agency or body,
domestic or foreign, now pending, or, to the
knowledge of the Company, threatened against or
affecting, the Company which might, in the opinion
of the Company, result in any material adverse
change in the condition, financial or otherwise,
or in the earnings, business affairs or business
prospects of the Company, or might materially and
adversely affect its properties or assets or might
materially and adversely affect the consummation
of this Agreement or any Terms Agreement; and
there are no contracts or documents of the Company
which are required to be filed as exhibits to the
Registration Statement by the 1933 Act or by the
1933 Act Regulations which have not been so filed.

(xii) Franchises. The Company holds valid and
subsisting franchises, licenses and permits authorizing
it to carry on the respective utility businesses in
which it is engaged in the territories from which
substantially all of its gross operating revenue is
derived.

(xiii) Commodity Exchange Act. The Notes, when
issued, authenticated and delivered pursuant to the
provisions of this Agreement and the Indenture, will be
excluded or exempted under the provisions of the
Commodity Exchange Act, as amended.

(xiv) Ratings. The Notes are rated A2 by Moody's
Investors Service, Inc. and A- by Standard & Poor's
Ratings Group or such other rating as to which the
Company shall have most recently notified the Agents
pursuant to Section 4(a) hereof.

(b) Additional Certifications. Any certificate
signed by any director or officer of the Company and
delivered to the Agents or to counsel for the Agents in
connection with an offering of Notes or the sale of Notes to
an Agent as principal shall be deemed a representation and
warranty by the Company to the Agents as to the matters
covered thereby on the date of such certificate and at each
Representation Date subsequent thereto.

SECTION 3. Solicitations as Agents; Purchases as
Principal.

(a) Solicitations as Agents. On the basis of the
representations and warranties herein contained, but subject
to the terms and conditions herein set forth, the Agents
agree, as agents of the Company, to use their reasonable
efforts to solicit offers to purchase the Notes upon the
terms and conditions set forth herein and in the Prospectus.

The Company reserves the right, in its sole
discretion, to suspend solicitation of purchases of the
Notes through the Agents, as agents, commencing at any time
for any period of time or permanently. Upon receipt of
instructions from the Company, the Agents will forthwith
suspend solicitation of purchases from the Company until
such time as the Company has advised the Agents that such
solicitation may be resumed.

The Company agrees to pay the Agents a commission,
in the form of a discount, equal to the applicable
percentage of the principal amount of each Note sold by the
Company as a result of a solicitation made by the Agents as
set forth in Schedule A hereto.

The purchase price, interest rate, maturity date
and other terms of the Notes shall be agreed upon by the
Company and the Agents and set forth in a pricing supplement
to the Prospectus to be prepared following each acceptance
by the Company of an offer for the purchase of Notes.
Except as may be otherwise provided in such supplement to
the Prospectus, the Notes will be issued in denominations of
U.S. $1,000 or any larger amount that is an integral
multiple of U.S. $1,000. All Notes sold through the Agents
as agents will be sold at 100% of their principal amount
unless otherwise agreed to by the Company and the Agents.

(b) Purchases as Principal. Each sale of Notes
to an Agent as principal shall be made in accordance with
the terms contained herein and (unless the Company and such
Agent shall otherwise agree) pursuant to a separate
agreement which will provide for the sale of such Notes to,
and the purchase and reoffering thereof by, such Agent.
Each such separate agreement (which may be an oral
agreement) between an Agent and the Company is herein
referred to as a "Terms Agreement". Unless the context
otherwise requires, each reference contained herein to "this
Agreement" shall be deemed to include any applicable Terms
Agreement between the Company and an Agent. Each such Terms
Agreement, whether oral or in writing, shall be with respect
to such information (as applicable) as is specified in
Exhibit A hereto. An Agent's commitment to purchase Notes
as principal pursuant to any Terms Agreement or otherwise
shall be deemed to have been made on the basis of the
representations and warranties of the Company herein
contained and shall be subject to the terms and conditions
herein set forth. Each Terms Agreement shall specify the
principal amount of Notes to be purchased by an Agent
pursuant thereto, the price to be paid to the Company for
such Notes (which, if not so specified in a Terms Agreement,
shall be at a discount equivalent to the applicable
commission set forth in Schedule A hereto), the time and
place of delivery of and payment for such Notes, any
provisions relating to rights of, and default by purchasers
acting together with such Agent in the reoffering of the
Notes, and such other provisions (including further terms of
the Notes) as may be mutually agreed upon. The Agents may
reallow any portion of the commission payable pursuant
hereto to dealers or purchasers in connection with the offer
and sale of any Notes. An Agent may utilize a selling or
dealer group in connection with the resale of the Notes
purchased. Such Terms Agreement shall also specify the
requirements for the officer's certificate, opinions of
counsel and comfort letter pursuant to Sections 7(b), 7(c)
and 7(d) hereof.

(c) Administrative Procedures. Administrative
procedures with respect to the sale of Notes shall be agreed
upon from time to time by the Agents and the Company (the
"Procedures"). The Agents and the Company agree to perform
the respective duties and obligations specifically provided
to be performed by them in the Procedures.

SECTION 4. Covenants of the Company.

The Company covenants with the Agents as follows:

(a) Notice of Certain Events. The Company will
notify the Agents immediately (i) of the effectiveness of
any amendment to the Registration Statement, (ii) of the
transmittal to the SEC for filing of any supplement to the
Prospectus or any document to be filed pursuant to the 1934
Act which will be incorporated by reference in the
Prospectus, (iii) of the receipt of any comments from the
SEC with respect to the Registration Statement or the
Prospectus, (iv) of any request by the SEC for any amendment
to the Registration Statement or any amendment or supplement
to the Prospectus or for additional information, (v) of the
issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose and (vi) any
withdrawal or lowering of the rating assigned by Moody's
Investors Service, Inc. or Standard & Poor's Ratings Group
(the "Rating Agencies") to any debt securities of the
Company or the public announcement by any Rating Agency that
it has under surveillance or review, with possible negative
implications, its rating of such Debt Securities, but only
to the extent such Rating Agency has notified the Company of
such surveillance or review. The Company will make every
reasonable effort to prevent the issuance of any stop order
and, if any stop order is issued, to obtain the lifting
thereof at the earliest possible moment.

(b) Notice of Certain Filings. The Company will
furnish to the Agents copies of any additional registration
statement with respect to the registration of additional
Notes, any amendment to the Registration Statement or any
amendment or supplement to the Prospectus (other than an
amendment or supplement providing solely for a change in the
interest rates of Notes), whether by the filing of documents
pursuant to the 1934 Act, the 1933 Act or otherwise.

(c) Copies of the Registration Statement and the
Prospectus. The Company will deliver to the Agents as many
signed and conformed copies of the Registration Statement
(as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by
reference therein and documents incorporated by reference in
the Prospectus) as the Agents may reasonably request. The
Company will furnish to the Agents as many copies of the
Prospectus (as amended or supplemented) as the Agents shall
reasonably request so long as the Agents are required to
deliver a Prospectus in connection with sales or
solicitations of offers to purchase the Notes.

(d) Preparation of Pricing Supplements. The
Company will prepare, with respect to any Notes to be sold
through or to the Agents pursuant to this Agreement, a
Pricing Supplement with respect to such Notes in a form
previously approved by the Agents and will file such Pricing
Supplement pursuant to Rule 424(b)(3) under the 1933 Act not
later than the close of business of the SEC on the fifth
business day after the date on which such Pricing Supplement
is first used.

(e) Revisions of Prospectus -- Material Changes.
Except as otherwise provided in subsection (l) of this
Section, if at any time during the term of this Agreement
any event shall occur or condition exist as a result of
which it is necessary, in the reasonable opinion of counsel
for the Agents or counsel for the Company, to further amend
or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or
omit to state any material fact necessary in order to make
the statements therein not misleading in the light of the
circumstances existing at the time the Prospectus is
delivered to a purchaser, or if it shall be necessary, in
the reasonable opinion of either such counsel, to amend or
supplement the Registration Statement or the Prospectus in
order to comply with the requirements of the 1933 Act or the
1933 Act Regulations, immediate notice shall be given, and
confirmed in writing, to the Agents to cease the
solicitation of offers to purchase the Notes in the Agents'
capacity as agents and to cease sales of any Notes the
Agents may then own as principal pursuant to any Terms
Agreement, and the Company will promptly prepare and file
with the SEC such amendment or supplement, whether by filing
documents pursuant to the 1934 Act, the 1933 Act or
otherwise, as may be necessary to correct such untrue
statement or omission or to make the Registration Statement
and Prospectus comply with such requirements.

(f) Prospectus Revisions -- Periodic Financial
Information. Except as otherwise provided in subsection (1)
of this Section, on or prior to the date on which there
shall be released to the general public interim financial
statement information related to the Company with respect to
each of the first three quarters of any fiscal year or
preliminary financial statement information with respect to
any fiscal year, the Company shall furnish such information
to the Agents, confirmed in writing, and shall include such
financial information and corresponding information for the
comparable period of the preceding fiscal year, as well as
such other information and explanations as shall be
necessary in order to make the statements therein not
misleading, in each Pricing Supplement issued after such
date and prior to the date such information is included in a
document filed by the Company with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act.

(g) Prospectus Revisions -- Audited Financial
Information. Except as otherwise provided in subsection (1)
of this Section, on or prior to the date on which there
shall be released to the general public financial
information included in or derived from the audited
financial statements of the Company for the preceding fiscal
year, the Company shall either (i) cause the Registration
Statement and the Prospectus to be amended, whether by the
filing of documents pursuant to the 1934 Act, the 1933 Act
or otherwise, to include or incorporate by reference, or
(ii) include in each Pricing Supplement issued after such
date and prior to the date the Registration Statement and
Prospectus are so amended, such audited financial statements
and the report or reports, and consent or consents to such
inclusion or incorporation by reference, of the independent
accountants with respect thereto, as well as such other
information and explanations as shall be necessary for an
understanding of such financial statements or as shall be
required by the 1933 Act or the 1933 Act Regulations.

(h) Earnings Statements. The Company will make
generally available to its security holders as soon as
practicable, but not later than 90 days after the close of
the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 under the 1933
Act) covering each twelve month period beginning, in each
case, not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in
such Rule 158) of the Registration Statement with respect to
each sale of Notes.

(i) Blue Sky Qualifications. The Company will
endeavor, in cooperation with the Agents, to qualify the
Notes for offering and sale under the applicable securities
laws of such states and other jurisdictions of the United
States as the Agents may designate, and will maintain such
qualifications in effect for as long as may be required for
the distribution of the Notes; provided, however, that the
Company shall not be obligated to file any general consent
to service of process or to qualify as a foreign corporation
in any jurisdiction in which it is not so qualified. The
Company will file such statements and reports as may be
required by the laws of each jurisdiction in which the Notes
have been qualified as above provided. The Company will
promptly advise the Agents of the receipt by the Company of
any notification with respect to the suspension of the
qualification of the Notes for sale in any such state or
jurisdiction or the initiating or threatening of any
proceeding for such purpose.

(j) 1934 Act Filing. The Company, during the
period when the Prospectus is required to be delivered under
the 1933 Act, will file promptly all documents required to
be filed with the SEC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act.

(k) Stand-Off Agreement. If required pursuant to
the terms of a Terms Agreement, between the date of such
Terms Agreement and the Settlement Date with respect to such
Terms Agreement, the Company will not, without the Agents'
prior consent, offer or sell, or enter into any agreement to
sell, any debt securities of the Company (other than the
Notes that are to be sold pursuant to such Terms Agreement,
bank borrowings and commercial paper in the ordinary course
of business).

(l) Suspension of Certain Obligations. The
Company shall not be required to comply with the provisions
of subsections (e), (f) or (g) of this Section during any
period from the time (i) the Agents shall have suspended
solicitation of purchases of the Notes in their capacity as
agents pursuant to a request from the Company and (ii) the
Agents shall not then hold any Notes as principal purchased
pursuant to a Terms Agreement, to the time the Company shall
determine that solicitation of purchases of the Notes should
be resumed or shall subsequently enter into a new Terms
Agreement with the Agents.

(m) Condition to Agency Transactions. The
Company will offer to any person who has agreed to purchase
Notes as the result of an offer to purchase solicited by the
Agents the right to refuse to purchase and pay for such
Notes if, on the related settlement date fixed pursuant to
the Administrative Procedures, (i) there has been, since the
date on which such person agreed to purchase the Notes (the
"Trade Date"), or since the respective dates as of which
information is given in the Registration Statement, any
material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business
prospects of the Company, whether or not arising in the
ordinary course of business, or (ii) there shall have
occurred any outbreak or escalation of hostilities or other
national or international calamity or crisis the effect of
which is such as to make it, in the judgment of such person,
impracticable or inadvisable to purchase the Notes, or (iii)
trading in any securities of the Company has been suspended
by the SEC or a national securities exchange, or if trading
generally on either the American Stock Exchange or the New
York Stock Exchange shall have been suspended, or minimum or
maximum prices for trading have been fixed, or maximum
ranges for prices for securities have been required, by
either of said exchanges or by order of the SEC or any other
governmental authority, or if a banking moratorium shall
have been declared by either Federal or New York
authorities, or (iv) the rating assigned by any nationally
recognized securities rating agency to any debt securities
of the Company as of the Trade Date shall have been lowered
since that date or if any such rating agency shall have
publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any debt
securities of the Company.

SECTION 5. Conditions; Obligations.

The obligations of the Agents to solicit offers to
purchase the Notes as agents of the Company, the obligations
of any purchasers of the Notes sold through the Agents as
agents, and any obligation of an Agent to purchase Notes
pursuant to a Terms Agreement or otherwise will be subject
to the accuracy of the representations and warranties on the
part of the Company herein and to the accuracy of the
statements of the Company's officers made in any certificate
furnished pursuant to the provisions hereof, to the
performance and observance by the Company of all its
covenants and agreements herein contained and to the
following additional conditions precedent:

(a) Legal Opinions. On the date hereof, the
Agents shall have received the following legal opinions,
dated as of the date hereof and in form and substance
satisfactory to the Agents:

(1) Opinion of Company Counsel. The opinion
of Jeanie Sell Latz, Vice President-Law of the Company, or
Mr. Mark Sholander, General Counsel of the Company, to the
effect that:

(i) the Company is a validly organized and
existing corporation in good standing under the laws of
the State of Missouri and is duly qualified as a
foreign corporation to do business in the State of
Kansas;

(ii) the Company is a public utility duly
authorized by its Restated Articles of Consolidation,
as amended, under which it was organized to carry on
the business in which it is engaged as set forth in the
Prospectus; and the Company has the legal right to
function and operate as an electric utility in the
States of Missouri and Kansas;

(iii) this Agreement, the Terms Agreements, if
any, and the Indenture have each been duly authorized,
executed and delivered by the Company and each
constitutes a legal, valid and binding obligation of
the Company enforceable in accordance with its terms,
except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally; and this
Agreement, the Terms Agreements, if any, and the
Indenture conform as to legal matters with the
statements concerning them made in the Registration
Statement and the Prospectus, and such statements
accurately set forth the matters respecting this
Agreement, the Terms Agreements, if any, and the
Indenture required to be set forth in the Registration
Statement and the Prospectus;

(iv) The Notes are in due and proper form; the
issue and sale of the Notes by the Company in
accordance with the terms of this Agreement have been
duly and validly authorized by the necessary corporate
action; the Notes, when duly executed (which execution
may include facsimile signatures of officers of the
Company) authenticated and delivered to the purchasers
thereof against payment of the agreed consideration
therefor, will constitute legal, valid and binding
obligations of the Company in accordance with their
terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws affecting
enforcement of creditors' rights generally; and the
Notes conform as to legal matters with the statements
concerning them made in the Registration Statement and
Prospectus, and such statements accurately set forth
the matters respecting the Notes required to be set
forth in the Registration Statement and Prospectus;

(v) the orders of the Missouri Public Service
Commission and the FERC authorizing and the issuance
and sale of the Notes (through June 30, 1998 with
respect to Notes maturing less than one year from the
date of their issue) have been duly entered and are
still in force and effect, and no further approval,
authorization, consent, certificate or order of any
state or federal commission or regulatory authority is
necessary with respect to the execution and delivery of
the Indenture or the issue and sale of the Notes as
contemplated in the Agreement (Ms. Latz or
Mr. Sholander may in such opinion state any maximum
interest rate on the Notes established by the Missouri
Public Service Commission or FERC);

(vi) the Company holds valid and subsisting
franchises, licenses and permits authorizing it to
carry on the respective utility businesses in which it
is engaged in the territory from which substantially
all of its gross operating revenue is derived;

(vii) the statements contained in the
Registration Statement and Prospectus which are
expressed therein to have been made on the authority of
legal counsel to the Company have been reviewed by her
or him and, as to matters of law and legal conclusions,
are correct;

(viii) the Registration Statement is effective
under the Act, and no proceedings for a stop order are
pending or, to the best of her or his knowledge,
threatened under Section 8(d) of the Securities Act;

(ix) (A) the Registration Statement and the
Prospectus comply as to form in all material respects
with the 1933 Act and the 1939 Act and with the 1933
Act Regulations and (B) the documents incorporated by
reference in the Prospectus, as of the time they were
filed with the SEC, complied as to form in all material
respects with the requirements of the 1934 Act and the
1934 Act Regulations, it being understood that she or
he need express no opinion or belief as to the
financial statements and other financial data included
in the Registration Statement, Prospectus or such
documents;

(x) the Indenture has been qualified under the
Trust Indenture Act;

(xi) To the best of her or his knowledge,
there are no legal or governmental proceedings
pending or threatened which are required to be
disclosed in the Prospectus, other than those
disclosed therein, and all pending legal or
governmental proceedings to which the Company is a
party or of which any of its property is the
subject which are not described in the
Registration Statement, including ordinary routine
litigation incidental to the business of the
Company, are, considered in the aggregate, not
material to the financial condition of the
Company;

(xii) To the best of her or his knowledge,
the Company is not in violation of its Restated
Articles of Consolidation, as amended, or in
default in the performance or observance of any
material obligation, agreement, covenant or
condition contained in any contract, indenture,
mortgage, loan agreement, note or lease to which
it is a party or by which it or any of its
properties may be bound. The execution and
delivery of this Agreement or the Indenture or the
consummation by the Company of the transactions
contemplated by this Agreement and the Notes and
the incurrence of the obligations therein
contemplated, will not conflict with or constitute
a breach of, or default under, or result in the
creation or imposition of any lien, charge or
encumbrance upon any property or assets of the
Company pursuant to, any contract, indenture,
mortgage, loan agreement, note, lease or other
instrument known to such counsel and to which the
Company is a party or by which it may be bound or
to which any of the property or assets of the
Company is subject, or any law, administrative
regulation or administrative or court decree known
to such counsel to be applicable to the Company of
any court or governmental agency, authority or
body or any arbitrator having jurisdiction over
the Company; nor will such action result in any
violation of the provisions of the Restated
Articles of Consolidation, as amended, or by-laws
of the Company; and

(xiii) To the best of her or his knowledge,
there are no contracts, indentures, mortgages,
loan agreements, notes, leases or other
instruments or documents required to be described
or referred to in the Registration Statement or to
be filed as exhibits thereto other than those
described or referred to therein or filed or
incorporated by reference as exhibits thereto, the
descriptions thereof or references thereto are
correct, and no default exists in the due
performance or observance of any material
obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage,
loan agreement, note, lease or other instruments
described, referred to, filed or incorporated by
reference.

(2) Opinion of Counsel to the Agents. The letter
of Sidley & Austin, counsel for the Agents, in which such
counsel shall set forth opinions with respect to the
issuance and sale of the Notes, the Registration Statement,
the Prospectus and other related matters as the Agents may
reasonably require, and the Company shall have furnished to
such counsel such documents as they may request for the
purpose of enabling them to pass upon such matters.

(3) Additional Statements. In giving their
opinions required by subsection (a)(1) and (a)(2) of this
Section, Ms. Latz or Mr. Sholander and Sidley & Austin shall
each additionally state that nothing has come to their
attention that would lead them to believe that the
Registration Statement, at the time it became effective, and
if an amendment to the Registration Statement or an Annual
Report on Form 10-K has been filed by the Company with the
SEC subsequent to the effectiveness of the Registration
Statement, then at the time such amendment became effective
or at the time of the most recent such filing, and at the
date hereof, or (if such opinion is being delivered in
connection with a Terms Agreement pursuant to Section 3(b)
hereof) at the date of such Terms Agreement and at the
Settlement Date with respect thereto, as the case may be,
contains or contained an untrue statement of a material fact
or omits or omitted to state a material fact required to be
stated therein or necessary in order to make the statements
therein not misleading or that the Prospectus, as amended or
supplemented at the date hereof, or (if such opinion is
being delivered in connection with a Terms Agreement
pursuant to Section 5(b) hereof) at the date of such Terms
Agreement and at the Settlement Date with respect thereto,
as the case may be, contains an untrue statement of a
material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(b) Officer's Certificate. At the date hereof
the Agents shall have received a certificate of the
President or Vice President and the chief financial or chief
accounting officer of the Company, substantially in the form
of Appendix I hereto and dated as of the date hereof, to
the effect that (i) since the respective dates as of which
information is given in the Registration Statement and the
Prospectus or since the date of any applicable Terms
Agreement, there has not been any material adverse change in
the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company,
whether or not arising in the ordinary course of business,
(ii) the other representations and warranties of the Company
contained in Section 2 hereof are true and correct with the
same force and effect as though expressly made at and as of
the date of such certificate, (iii) the Company has
performed or complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or
prior to the date of such certificate, and (iv) no stop
order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that
purpose have been initiated or threatened by the SEC.

(c) Comfort Letter. On the date hereof, the
Agents shall have received a letter from Coopers & Lybrand
LLP, dated as of the date hereof and in form and substance
satisfactory to the Agents, to the effect that:

(i) They are independent public accountants
with respect to the Company within the meaning of
the 1933 Act and the 1933 Act Regulations;

(ii) In their opinion, the financial
statements and supporting schedule(s) of the
Company audited by them and included or
incorporated by reference in the Registration
Statement comply as to form in all material
respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act
Regulations with respect to registration
statements on Form S-3 and the 1934 Act and the
1934 Act Regulations;

(iii) They have performed specified
procedures, not constituting an audit, including a
reading of the latest available interim financial
statements of the Company, a reading of the minute
books of the Company since the end of the most
recent fiscal year with respect to which an audit
report has been issued, inquiries of and
discussions with certain officials of the Company
responsible for financial and accounting matters
with respect to the unaudited consolidated
financial statements included in the Registration
Statement and Prospectus and the latest available
interim unaudited financial statements of the
Company, and such other inquiries and procedures
as may be specified in such letter, and on the
basis of such inquiries and procedures nothing
came to their attention that caused them to
believe that: (A) the unaudited consolidated
financial statements of the Company included in
the Registration Statement and Prospectus do not
comply as to form in all material respects with
the applicable accounting requirements of the 1934
Act and the 1934 Act Regulations or were not
fairly presented in conformity with generally
accepted accounting principles in the United
States applied on a basis substantially consistent
with that of the audited financial statements
included therein, or (B) at a specified date not
more than five days prior to the date of such
letter, there was any change in the capital stock
or any increase in long-term debt of the Company
or any decrease in the common shareholders' equity
of the Company other than for the declaration of
regular quarterly dividends, in each case as
compared with the amounts shown on the most recent
balance sheet of the Company included in the
Registration Statement and Prospectus or, during
the period from the date of such balance sheet to
a specified date not more than five days prior to
the date of such letter, there were any decreases,
as compared with the corresponding period in the
preceding year, in revenues or net income of the
Company, except in each such case as set forth in
or contemplated by the Registration Statement and
Prospectus or except for such exceptions (e.g.
inability to determine such decreases because of
insufficient accounting information available
after the date of such most recent balance sheet)
enumerated in such letter as shall have been
agreed to by the Agents and the Company; and

(iv) In addition to the examination referred
to in their report included or incorporated by
reference in the Registration Statement and the
Prospectus, and the limited procedures referred to
in clause (iii) above, they have carried out
certain other specified procedures, not
constituting an audit, with respect to certain
amounts, percentages and financial information
which are included or incorporated by reference in
the Registration Statement and Prospectus and
which are specified by the Agents, and have found
such amounts, percentages and financial
information to be in agreement with the relevant
accounting, financial and other records of the
Company identified in such letter.

(d) Other Documents. On the date hereof and on
each Settlement Date with respect to any applicable Terms
Agreement, counsel to the Agents shall have been furnished
with such documents and opinions as such counsel may
reasonably require for the purpose of enabling such counsel
to pass upon the issuance and sale of Notes as herein
contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of
the conditions, herein contained; and all proceedings taken
by the Company in connection with the issuance and sale of
Notes as herein contemplated shall be satisfactory in form
and substance to the Agents and to counsel to the Agents.

If any condition specified in subdivisions (a)
through (d) of this Section 5 shall not have been fulfilled
when and as required to be fulfilled, this Agreement (or, at
the option of the Agents, any applicable Terms Agreement)
may be terminated by the Agents by notice to the Company at
any time and any such termination shall be without liability
of any party to any other party, except that the covenant
regarding provision of an earnings statement set forth in
Section 4(g) hereof, the provisions concerning payment of
expenses under Section 10 hereof, the indemnity and
contribution agreement set forth in Sections 8 and 9 hereof,
the provisions concerning the representations, warranties
and agreements to survive delivery of Section 11 hereof and
the provisions set forth under "Parties" of Section 14
hereof shall remain in effect.

SECTION 6. Delivery of and Payment for Notes Sold
through the Agents.
Delivery of Notes sold through the Agents as
agents shall be made by the Company to the Agents for the
account of any purchaser only against payment therefor in
immediately available funds. In the event that a purchaser
shall fail either to accept delivery of or to make payment
for a Note on the date fixed for settlement, the Agents
shall promptly notify the Company and deliver the Note to
the Company, and, if the Agents have theretofore paid the
Company for such Note, the Company will promptly return such
funds to the Agents. If such failure occurred for any
reason other than default by the Agents in the performance
of their obligations hereunder, the Company will reimburse
the Agents on an equitable basis for their loss of the use
of the funds for the period such funds were credited to the
Company's account.

SECTION 7. Additional Covenants of the Company.

The Company covenants and agrees with the Agents
that:

(a) Reaffirmation of Representations and
Warranties. Each acceptance by it of an offer for the
purchase of Notes, and each delivery of Notes to an Agent
pursuant to a Terms Agreement, shall be deemed to be an
affirmation that the representations and warranties of the
Company contained in this Agreement and in any certificate
theretofore delivered to the Agents pursuant hereto are true
and correct at the time of such acceptance or sale, as the
case may be, and an undertaking that such representations
and warranties will be true and correct at the time of
delivery to the purchaser or the agent of such purchaser, or
to the Agents, of the Note or Notes relating to such
acceptance or sale, as the case may be, as though made at
and as of each such time (and it is understood that such
representations and warranties shall relate to the
Registration Statement and Prospectus as amended and
supplemented to each such time).

(b) Subsequent Delivery of Certificates. Each
time that the Registration Statement or the Prospectus shall
be amended or supplemented (other than by an amendment or
supplement providing solely for a change in the interest
rates of Notes or similar changes), or there is filed with
the SEC any document incorporated by reference into the
Prospectus or (if required pursuant to the terms of a Terms
Agreement) the Company sells Notes to an Agent pursuant to a
Terms Agreement, the Company shall furnish or cause to be
furnished to the Agents forthwith a certificate dated the
date of filing with the SEC of such supplement or document,
the date of effectiveness of such amendment, or the date of
such sale, as the case may be, in form satisfactory to the
Agents to the effect that the statements contained in the
certificate referred to in Section 5(b) hereof which was
last furnished to the Agents are true and correct at the
time of such amendment, supplement, filing or sale, as the
case may be, as though made at and as of such time (except
that such statements shall be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented to such time) or, in lieu of such certificate,
a certificate of the same tenor as the certificate referred
to in said Section 5(b), modified as necessary to relate to
the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such certificate.

(c) Subsequent Delivery of Legal Opinions. Each
time that the Registration Statement or the Prospectus shall
be amended or supplemented (other than by an amendment or
supplement providing solely for a change in the interest
rates of the Notes or similar changes or solely for the
inclusion of additional financial information), or there is
filed with the SEC any document incorporated by reference
into the Prospectus or (if required pursuant to the terms of
a Terms Agreement) the Company sells Notes to an Agent
pursuant to a Terms Agreement, or the Company sells Notes in
a form not previously certified to the Agents by the
Company, the Company shall furnish or cause to be furnished
forthwith to the Agents and to counsel to the Agents a
written opinion of Ms. Latz or Mr. Sholander, Counsel to the
Company, or other counsel satisfactory to the Agents dated
the date of filing with the SEC of such supplement or
document, the date of effectiveness of such amendment, or
the date of such sale, as the case may be, in form and
substance satisfactory to the Agents, of the same tenor as
the opinion referred to in Section 5(a)(1) hereof, but
modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended and supplemented to
the time of delivery of such opinion; or, in lieu of such
opinion, counsel last furnishing such opinion to the Agents
shall furnish the Agents with a letter substantially in the
form of Appendix II hereto to the effect that the Agents may
rely on such last opinion to the same extent as though it
was dated the date of such letter authorizing reliance
(except that statements in such last opinion shall be deemed
to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of delivery of such
letter authorizing reliance).

(d) Subsequent Delivery of Comfort Letters. Each
time that the Registration Statement or the Prospectus shall
be amended or supplemented to include additional financial
information or there is filed with the SEC any document
incorporated by reference into the Prospectus which contains
additional financial information or, (if required pursuant
to the terms of a Terms Agreement) the Company sells Notes
to an Agent pursuant to a Terms Agreement, the Company shall
cause Coopers and Lybrand LLP forthwith to furnish the
Agents with a letter, dated the date of effectiveness of
such amendment, supplement or document with the SEC, or the
date of such sale, as the case may be, in form satisfactory
to the Agents, of the same tenor as the portions of the
letter referred to in clauses (i) and (ii) of Section 5(c)
hereof but modified to relate to the Registration Statement
and Prospectus, as amended and supplemented to the date of
such letter, and of the same general tenor as the portions
of the letter referred to in clauses (iii) and (iv) of said
Section 5(c) with such changes as may be necessary to
reflect changes in the financial statements and other
information derived from the accounting records of the
Company; provided, however, that if the Registration
Statement or the Prospectus is amended or supplemented
solely to include financial information as of and for a
fiscal quarter, Coopers & Lybrand LLP may limit the scope of
such letter to the unaudited financial statements included
in such amendment or supplement unless any other information
included therein of an accounting, financial or statistical
nature is of such a nature that, in the reasonable judgment
of the Agents, such letter should cover such other
information.

SECTION 8. Indemnification.

(a) Indemnification of the Agents. The Company
agrees to indemnify and hold harmless each Agent and each
person, if any, who controls such Agent within the meaning
of Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability,
claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement or alleged
untrue statement of a material fact contained in
the Registration Statement (or any amendment
thereto), or the omission or alleged omission
therefrom of a material fact necessary to make the
statements therein not misleading or arising out
of any untrue statement or alleged untrue
statement of a material fact contained in the
Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission
therefrom of a material fact necessary to make the
statements therein, in the light of the
circumstances under which they were made, not
misleading, unless such untrue statement or
omission or such alleged untrue statement or
omission was made in reliance upon and in
conformity with written information furnished to
the Company by such Agent expressly for use in the
Registration Statement or the Prospectus;

(ii) against any and all loss, liability,
claim, damage and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or
proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission,
or any such alleged untrue statement or omission,
if such settlement is effected with the written
consent of the Company; and

(iii) against any and all expense
whatsoever, as incurred, (including the fees and
disbursements of counsel chosen by such Agent)
reasonably incurred in investigating, preparing or
defending against any litigation, or investigation
or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission,
or any such alleged untrue statement or omission,
to the extent that any such expense is not paid
under (i) or (ii) above.

(b) Indemnification of Company. Each Agent
agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act against any
and all loss, liability, claim, damage and expense described
in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Agent
expressly for use in the Registration statement (or any
amendment thereto) or the Prospectus (or any amendment or
supplement thereto).

(c) General. Each indemnified party shall give
prompt notice to each indemnifying party of any action
commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any
liability which it may have otherwise than on account of
this indemnity agreement. An indemnifying party may
participate at its own expense in the defense of such
action. In no event shall the indemnifying parties be
liable for the fees and expenses of more than one counsel
(in addition to any local counsel) for all indemnified
parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances.

SECTION 9. Contribution.

In order to provide for just and equitable
contribution in circumstances in which the indemnity
agreement provided for in Section 8 hereof is for any reason
held to be unavailable to or insufficient to hold harmless
the indemnified parties although applicable in accordance
with its terms, the Company and each Agent shall contribute
to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity
agreement incurred by the Company and such Agent, as
incurred, in such proportions that such Agent is responsible
for that portion represented by the percentage that the
total commissions and underwriting discounts received by
such Agent to the date of such liability bears to the total
sales price from the sale of Notes sold to or through such
Agent to the date of such liability, and the Company is
responsible for the balance; provided, however, that no
person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled
to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section,
each person, if any, who controls such Agent within the
meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as such Agent, and each director of
the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the
1933 Act shall have the same rights to contribution as the
Company.

SECTION 10. Payment of Expenses.

The Company will pay all expenses incident to the
performance of its obligations under this Agreement,
including:

(a) The preparation and filing of the
Registration Statement and all amendments thereto
and the Prospectus and any amendments or
supplements thereto;
(b) The preparation, filing and reproduction
of this Agreement;

(c) The preparation, printing, issuance and
delivery of the Notes, including any fees and
expenses relating to the use of book-entry notes;

(d) The fees and disbursements of the
Company's accountants and counsel, of the Note
Trustee and its counsel, and of any Calculation
Agent;

(e) The reasonable fees and disbursements of
counsel to the Agents incurred from time to time
in connection with the transactions contemplated
hereby;

(f) The qualification of the Notes under
state securities laws in accordance with the
provisions of Section 4(h) hereof, including
filing fees and the reasonable fees and
disbursements of counsel for the Agents in
connection therewith and in connection with the
preparation of any Blue Sky Survey and any Legal
Investment Survey;

(g) The printing and delivery to the Agents
in quantities as hereinabove stated of copies of
the Registration Statement and any amendments
thereto, and of the Prospectus and any amendments
or supplements thereto, and the delivery by the
Agents of the Prospectus and any amendments or
supplements thereto in connection with
solicitations or confirmations of sales of the
Notes;

(h) The preparation, printing, reproducing
and delivery to the Agents of copies of the
Indenture and all supplements and amendments
thereto;

(i) Any fees charged by rating agencies for
the rating of the Notes;

(j) The fees and expenses, if any, incurred
with respect to any filing with the National
Association of Securities Dealers, Inc.;

(k) Any advertising and other out-of-pocket
expenses of the Agents incurred with the approval
of the Company;

(l) The cost of preparing, and providing any
CUSIP or other identification numbers for, the
Notes; and

(m) The fees and expenses of any Depositary
(as defined in the Indenture) and any nominees
thereof in connection with the Notes.

SECTION 11. Representations, Warranties and
Agreements
to Survive Delivery.

All representations, warranties and agreements
contained in this Agreement or in certificates of officers
of the Company submitted pursuant hereto or thereto, shall
remain operative and in full force and effect, regardless of
any investigation made by or on behalf of the Agents or any
controlling person of the Agents, or by or on behalf of the
Company, and shall survive each delivery of and payment for
any of the Notes.

SECTION 12. Termination.

(a) Termination of this Agreement. This
Agreement (excluding any Terms Agreement) may be terminated
for any reason, at any time by either the Company or the
Agents upon the giving of 30 days' written notice of such
termination to the other party hereto.

(b) Termination of a Terms Agreement. An Agent
may terminate any Terms Agreement to which it is a party,
immediately upon notice to the Company, at any time prior to
the Settlement Date relating thereto (i) if there has been,
since the date of such Terms Agreement or since the
respective dates as of which information is given in the
Registration Statement, any material adverse change in the
condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company,
whether or not arising in the ordinary course of business,
or (ii) if there shall have occurred any material adverse
change in the financial markets in the United States or any
outbreak or escalation of hostilities or other national or
international calamity or crisis the effect of which is such
as to make it, in the judgment of such Agent, impracticable
to market the Notes or enforce contracts for the sale of the
Notes, or (iii) if trading in any securities of the Company
has been suspended by the SEC or a national securities
exchange, or if trading generally on either the American
Stock Exchange or the New York Stock Exchange shall have
been suspended, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices for securities
have been required, by either of said exchanges or by order
of the SEC or any other governmental authority, or if a
banking moratorium shall have been declared by either
Federal or New York authorities, or (iv) if the rating
assigned by any nationally recognized securities rating
agency to any debt securities of the Company as of the date
of any applicable Terms Agreement shall have been lowered
since that date or if any such rating agency shall have
publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any debt
securities of the Company, or (v) if there shall have come
to the attention of such Agent any facts that would cause
such Agent to believe that the Prospectus, at the time it
was required to be delivered to a purchaser of Notes,
contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the
statements therein, in light of the circumstances existing
at the time of such delivery, not misleading.

(c) General. In the event of any such
termination, neither party will have any liability to the
other party hereto, except that (i) the Agents shall (except
in the case of a termination pursuant to Section 12(b)(ii))
be entitled to any commission earned in accordance with the
third paragraph of Section 3(a) hereof, (ii) if at the time
of termination (a) the Agents shall own any Notes purchased
pursuant to a Terms Agreement with the intention of
reselling them or (b) an offer to purchase any of the Notes
has been accepted by the Company but the time of delivery to
the purchaser or the agent of such purchaser, of the Note or
Notes relating thereto has not occurred, the covenants set
forth in Sections 4 and 7 hereof shall remain in effect
until such Notes are so resold or delivered, as the case may
be, and (iii) the covenant set forth in Section 4(g) hereof,
the provisions of Section 5 hereof, the indemnity and
contribution agreements set forth in Sections 8 and 9
hereof, and the provisions of Sections 11 and 15 hereof
shall remain in effect.

SECTION 13. Notices.

Unless otherwise provided herein, all notices
required under the terms and provisions hereof shall be in
writing, either delivered by hand, by mail or by telex,
telecopier or telegram, and any such notice shall be
effective when received at the address specified below.

If to the Company:

Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106
Attention: Treasurer
Telecopy: (816) 556-2992

If to the Agents:

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower - 10th Floor
World Financial Center
New York, New York 10281-1310
Attention: MTN Product Management
Telecopy: (212) 449-2234

Deutsche Morgan Grenfell Inc.
31 West 52nd Street
New York, New York 10019
Attention: Len Jardine
Telephone: (212) 469-7875

Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attention: Manager - Continuously Offered
Products
Telephone: (212) 761-4000
Telecopy: (212) 761-0780

with a copy to:

Morgan Stanley & Co. Incorporated
1585 Broadway
34th Floor
New York, New York 10036
Attention: Peter Cooper - Investment Banking
Information Center
Telephone: (212) 761-8385
Telecopy: (212) 761-0260

or at such other address as such party may designate from
time to time by notice duly given in accordance with the
terms of this Section 13.

SECTION 14. Governing Law.

This Agreement and all the rights and obligations
of the parties shall be governed by and construed in
accordance with the laws of the State of New York applicable
to agreements made and to be performed in such State. Any
suit, action or proceeding brought by the Company against
the Agents in connection with or arising under this
Agreement shall be brought solely in the state or federal
court of appropriate jurisdiction located in the Borough of
Manhattan, The City of New York.

SECTION 15. Parties.

This Agreement shall inure to the benefit of and
be binding upon the Agents and the Company and their
respective successors. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto
and their respective successors and the controlling persons
and officers and directors referred to in Sections 8 and 9
and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. This Agreement
and all conditions and provisions hereof are intended to be
for the sole and exclusive benefit of the parties hereto and
their respective successors and said controlling persons and
officers and directors and their heirs and legal
representatives, and for the benefit of no other person,
firm or corporation. No purchaser of Notes shall be deemed
to be a successor by reason merely of such purchase.

If the foregoing is in accordance with the Agents'
understanding of our agreement, please sign and return to
the Company a counterpart hereof, whereupon this instrument
along with all counterparts will become a binding agreement
between the Agents and the Company in accordance with its
terms.

Very truly yours,

KANSAS CITY POWER & LIGHT
COMPANY

By: _________________________
Name:
Title:

Accepted:

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

BY: ______________________________
Name:
Title:

Deutsche Morgan Grenfell Inc.

BY: ______________________________
Name:
Title:

Morgan Stanley & Co. Incorporated

BY: _______________________________
Name:
Title:
EXHIBIT A

The following terms, if applicable, shall be
agreed to by the Agents and the Company pursuant to each
Terms Agreement:

Principal Amount: $_________________
Interest Rate:
If Fixed Rate Note:
Interest Rate:
Interest Payment Dates:

If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Spread or Spread Multiplier, if any:
Interest Rate Reset Date(s):
Interest Payment Date(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Period:
Interest Payment Date:
Calculation Agent:

If Redeemable:

Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:

Date of Maturity:
Purchase Price: ____%
Settlement Date and Time:
Additional Terms:

Also, agreement as to whether the following will be
required:

Officer's Certificate pursuant to Section 7(b)
of the Distribution Agreement.
Legal Opinion pursuant to Section 7(c) of the
Distribution Agreement.
Comfort Letter pursuant to Section 7(d) of the
Distribution Agreement.
Stand-off Agreement pursuant to Section 4(k) of
the
Distribution Agreement.

SCHEDULE A

As compensation for the services of the Agents
hereunder, the Company shall pay to them, on a discount
basis, a commission for the sale of each Note equal to the
principal amount of such Note multiplied by the appropriate
percentage set forth below:

PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT

From 9 months to less than 1 year.......... .125%

From 1 year to less than 18 months......... .150

From 18 months to less than 2 years........ .200

From 2 years to less than 3 years.......... .250

From 3 years to less than 4 years.......... .350

From 4 years to less than 5 years.......... .450

From 5 years to-less than 6 years.......... .500

From 6 years to less than 7 years.......... .550

From 7 years to less than 10 years......... .600

From 10 years to less than 15 years........ .625

From 15 years to less than 20 years........ .700

From 20 years to 30 years.................. .750

APPENDIX I

FORM OF OFFICER'S CERTIFICATE

KANSAS CITY POWER & LIGHT COMPANY

I, [authorized officer's name], [title) of Kansas

City Power & Light Company, a Missouri corporation (the

"Company"), pursuant to Section 5(b) of the Distribution

Agreement dated December __, 1996 (the "Distribution

Agreement") between the Company and Merrill Lynch & Co.,

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche

Morgan Grenfell Inc. and Morgan Stanley & Co. Incorporated

hereby certify that, to the best of my knowledge, after

reasonable investigation:

1. Since _________, 19__, there has been no
material adverse change in the condition, financial or
otherwise, of the Company, or in the earnings, business
affairs or business prospects of the Company, whether or not
arising in the ordinary course of business other than as
contemplated or set forth in the prospectus (the
"Prospectus") contained in the registration statement (File
No. 333-________) relating to the Company's Medium-Term
Notes (the "Registration Statement");

2. The representations and warranties of the
Company contained in Section 2 of the Distribution Agreement
are true and correct with the same force and effect as
though expressly made at and as of the date hereof;

3. The Company has complied with all agreements
and satisfied all conditions on its part to be performed or
satisfied at or prior to the date hereof; and

4. No stop order suspending the effectiveness of
the Registration Statement has been issued and no proceeding
for that purpose has been initiated or threatened by the
Securities and Exchange Commission.

IN WITNESS WHEREOF, I have hereunto signed my name

and affixed the seal of the Company.

Dated: _______, 19__

________________________
[Title]

[SEAL]

_________________________
[Title]

APPENDIX II

___________________, 19__

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Deutsche Morgan Grenfell Inc.
Morgan Stanley & Co. Incorporated
c/o Merrill Lynch & Co.
North Tower, 23rd Floor
World Financial Center
New York, New York 10281-1323

Re: Kansas City Power & Light Company
Medium-Term Notes

Dear Sirs:

I have delivered an opinion to you dated December
__, 19__, as counsel to Kansas City Power & Light Company
(the "Company"), pursuant to Section 5(a) of the
Distribution Agreement, dated as of December __, 1996
between the Company and you, as Agents. You may continue to
rely upon such opinion as if it were dated as of this date
except that all statements and opinions contained therein
shall be deemed to relate to the Registration Statement and
Prospectus as amended and supplemented to this date.

This letter is delivered to you pursuant to
Section 7(c) of the Distribution Agreement.

Very truly yours,

Exhibit 4-n

DRAFT 12/03/96

KANSAS CITY POWER & LIGHT COMPANY

AND

THE BANK OF NEW YORK

Trustee

INDENTURE

Dated as of December 1, 1996

<PAGE>
TIE-SHEET

of provisions of Trust Indenture Act of 1939 with Indenture dated
as of December 1, 1996, between Kansas City Power & Light Company
and The Bank of New York, Trustee:

Section of Act Section of Indenture

310(a)(1)(2) and (5) ................ 9.09
310(a)(3) and (4) ................... Not applicable
310(b) .............................. 9.08 and 9.10
310(c) .............................. Not applicable
311(a) and (b) ...................... 9.14
311(c) .............................. Not applicable
312(a) .............................. 7.01
312(b) and (c) ...................... 7.01
313(a) .............................. 7.03
313(b)(1) ........................... Not applicable
313(b)(2) ........................... 7.03
313(c) .............................. 7.03
313(d) .............................. 7.03
314(a) .............................. 6.04, 7.02
314(b) .............................. 6.05
314(c)(1) and (2) ................... 15.05
314(c)(3) ........................... Not applicable
314(d) .............................. Not applicable
314(e) .............................. 15.05
314(f) .............................. Not applicable
315(a), (c) and (d) ................. 9.01
315(b) .............................. 8.09
315(e) .............................. 8.10
316(a)(1) ........................... 8.01 and 8.08
316(a)(2) ........................... Omitted
316(a) last sentence ................ 10.04
316(b) .............................. 8.04
316(c) .............................. 10.06
317(a) .............................. 8.02
317(b) .............................. Omitted
318(a) .............................. 15.07

____________________________

This tie-sheet does not constitute a part of the Indenture.

<PAGE>
TABLE OF CONTENTS

Page

Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Recitals 1

ARTICLE ONEDefinitions
Section 1.01. Definitions.. . . . . . . . . . . . . . . . .1
Section 1.02.. . . . . . . . . . . . . . . . . . . . . . . .1
Section 1.03.. . . . . . . . . . . . . . . . . . . . . . . .2
Accrued Interest . . . . . . . . . . . . . . . . . . . . . .2
Accrued Interest Factor. . . . . . . . . . . . . . . . . . .2
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . .2
Authenticating Agent . . . . . . . . . . . . . . . . . . . .3
Authorized Agent . . . . . . . . . . . . . . . . . . . . . .3
Authorized Newspaper . . . . . . . . . . . . . . . . . . . .3
Base Rate. . . . . . . . . . . . . . . . . . . . . . . . . .3
Basis Point. . . . . . . . . . . . . . . . . . . . . . . . .3
Board of Directors . . . . . . . . . . . . . . . . . . . . .3
Board Resolution . . . . . . . . . . . . . . . . . . . . . .3
Business Day . . . . . . . . . . . . . . . . . . . . . . . .3
Calculation Agent. . . . . . . . . . . . . . . . . . . . . .4
Calculation Date . . . . . . . . . . . . . . . . . . . . . .4
Commercial Paper Rate. . . . . . . . . . . . . . . . . . . .4
Commercial Paper Rate Interest Determination Date. . . . . .5
Commercial Paper Rate Notes. . . . . . . . . . . . . . . . .5
Company. . . . . . . . . . . . . . . . . . . . . . . . . . .5
Company Order. . . . . . . . . . . . . . . . . . . . . . . .5
Composite Quotations . . . . . . . . . . . . . . . . . . . .6
Corporate Trust Office of the Trustee. . . . . . . . . . . .6
CUSIP. . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Depositary . . . . . . . . . . . . . . . . . . . . . . . . .6
Discharged . . . . . . . . . . . . . . . . . . . . . . . . .7
Event of Default . . . . . . . . . . . . . . . . . . . . . .7
Fixed Rate Note. . . . . . . . . . . . . . . . . . . . . . .7
Floating Rate Note . . . . . . . . . . . . . . . . . . . . .7
Global Note. . . . . . . . . . . . . . . . . . . . . . . . .7
H.15(519). . . . . . . . . . . . . . . . . . . . . . . . . .7
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . .7
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . .8
Index Maturity . . . . . . . . . . . . . . . . . . . . . . .8
Initial Interest Rate. . . . . . . . . . . . . . . . . . . .8
Interest Accrual Period. . . . . . . . . . . . . . . . . . .8
Interest Determination Date. . . . . . . . . . . . . . . . .8
Interest Factor. . . . . . . . . . . . . . . . . . . . . . .8
Interest Payment Date. . . . . . . . . . . . . . . . . . . .8
Interest Payment Period. . . . . . . . . . . . . . . . . . .9
Interest Rate. . . . . . . . . . . . . . . . . . . . . . . 10
Interest Reset Date. . . . . . . . . . . . . . . . . . . . 10
LIBOR. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
LIBOR Interest Determination Date. . . . . . . . . . . . . 12
LIBOR Notes. . . . . . . . . . . . . . . . . . . . . . . . 12
London Banking Day . . . . . . . . . . . . . . . . . . . . 12
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . 12
Maximum Interest Rate. . . . . . . . . . . . . . . . . . . 12
Minimum Interest Rate. . . . . . . . . . . . . . . . . . . 12
Money Market Yield . . . . . . . . . . . . . . . . . . . . 12
Mortgage Bonds . . . . . . . . . . . . . . . . . . . . . . 13
Mortgage Indenture . . . . . . . . . . . . . . . . . . . . 13
Mortgage Trustee . . . . . . . . . . . . . . . . . . . . . 13
Net Tangible Assets. . . . . . . . . . . . . . . . . . . . 13
Note or Notes; Outstanding . . . . . . . . . . . . . . . . 13
Noteholder . . . . . . . . . . . . . . . . . . . . . . . . 14
Officers' Certificate. . . . . . . . . . . . . . . . . . . 14
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . 14
Original Issue Date. . . . . . . . . . . . . . . . . . . . 15
Permitted Encumbrances . . . . . . . . . . . . . . . . . . 15
Person . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Principal Executive Offices of the Company . . . . . . . . 17
Principal Facility . . . . . . . . . . . . . . . . . . . . 17
Record Date. . . . . . . . . . . . . . . . . . . . . . . . 18
Redemption Date. . . . . . . . . . . . . . . . . . . . . . 18
Regulated Subsidiary . . . . . . . . . . . . . . . . . . . 18
Responsible Officer. . . . . . . . . . . . . . . . . . . . 18
Spread . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Spread Multiplier. . . . . . . . . . . . . . . . . . . . . 19
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . 19
Treasury . . . . . . . . . . . . . . . . . . . . . . . . . 19
Treasury Bills . . . . . . . . . . . . . . . . . . . . . . 19
Treasury Rate. . . . . . . . . . . . . . . . . . . . . . . 19
Treasury Rate Interest Determination Date. . . . . . . . . 20
Treasury Rate Notes. . . . . . . . . . . . . . . . . . . . 20
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . 20
U.S. Government Obligations. . . . . . . . . . . . . . . . 20
Wholly-Owned Subsidiary. . . . . . . . . . . . . . . . . . 21

ARTICLE TWO
Form, Issue, Execution, Registration And Exchange Of Notes
Section 2.01. Form Generally. . . . . . . . . . . . . . . 21
Section 2.02. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . 22
Section 2.03. Amount Limited. . . . . . . . . . . . . . . 22
Section 2.04. Denominations, Dates, Interest Payment and
Record Dates . . . . . . . . . . . . . . . 22
Section 2.05. Execution, Authentication, Delivery and
Dating . . . . . . . . . . . . . . . . . . 24
Section 2.06. Exchange and Registration of Transfer of
Notes. . . . . . . . . . . . . . . . . . . 27
Section 2.07. Mutilated, Destroyed, Lost or Stolen
Notes. . . . . . . . . . . . . . . . . . . 28
Section 2.08. Temporary Notes . . . . . . . . . . . . . . 29
Section 2.09. Cancellation of Notes Paid, etc . . . . . . 29
Section 2.10. Interest Rights Preserved . . . . . . . . . 29
Section 2.11. Payment of Notes. . . . . . . . . . . . . . 30
Section 2.12. Notes Issuable in the Form of a Global
Note . . . . . . . . . . . . . . . . . . . 30
Section 2.13. CUSIP Numbers . . . . . . . . . . . . . . . 33

ARTICLE THREE
Redemption of Notes
Section 3.01. Applicability of Article. . . . . . . . . . 33
Section 3.02. Notice of Redemption; Selection of Notes. . 33
Section 3.03. Payment of Notes on Redemption; Deposit
of Redemption Price. . . . . . . . . . . . 34

ARTICLE FOUR
Mortgage Bonds
Section 4.01. Issuance Restrictions . . . . . . . . . . . 35
Section 4.02. Mortgage Bonds held by the Trustee. . . . . 36
Section 4.03. Trustee to Exercise Rights of Mortgage
Bondholder . . . . . . . . . . . . . . . . 36
Section 4.04. No Transfer of Mortgage Bonds; Exception. . 36
Section 4.05. Release of Mortgage Bonds . . . . . . . . . 36
Section 4.06. Voting of Mortgage Bonds. . . . . . . . . . 37
Section 4.07. Discharge of Mortgage Indenture . . . . . . 37

ARTICLE FIVE
Satisfaction and Discharge; Unclaimed Moneys
Section 5.01. Satisfaction and Discharge. . . . . . . . . 37
Section 5.02. Deposited Moneys to Be Held in Trust by
Trustee. . . . . . . . . . . . . . . . . . 40
Section 5.03. Return of Unclaimed Moneys. . . . . . . . . 40
Section 5.04. Reinstatement . . . . . . . . . . . . . . . 40

ARTICLE SIX
Particular Covenants of the Company
Section 6.01. Payment of Principal, Premium and
Interest . . . . . . . . . . . . . . . . . 41
Section 6.02. Office for Notices and Payments, etc. . . . 41
Section 6.03. Appointments to Fill Vacancies in Trustee's
Office . . . . . . . . . . . . . . . . . . 41
Section 6.04. Annual Statement and Notice . . . . . . . . 41
Section 6.05. Corporate Existence . . . . . . . . . . . . 42
Section 6.06. Limitation Upon Mortgages and Liens . . . . 42
Section 6.07. Waiver of Certain Covenants . . . . . . . . 42

ARTICLE SEVEN
Noteholder Lists and Reports by the Company and the Trustee
Section 7.01. Noteholder Lists. . . . . . . . . . . . . . 43
Section 7.02. Securities and Exchange Commission
Reports. . . . . . . . . . . . . . . . . . 43
Section 7.03. Reports by the Trustee. . . . . . . . . . . 43

ARTICLE EIGHT
Remedies of the Trustee and Noteholders
on Event of Default
Section 8.01. Events of Default . . . . . . . . . . . . . 44
Section 8.02. Payment of Notes on Default; Suit
Therefor . . . . . . . . . . . . . . . . . 47
Section 8.03. Application of Moneys Collected by
Trustee. . . . . . . . . . . . . . . . . . 48
Section 8.04. Proceedings by Noteholders. . . . . . . . . 49
Section 8.05. Proceedings by Trustee. . . . . . . . . . . 50
Section 8.06. Remedies Cumulative and Continuing. . . . . 50
Section 8.07. Restoration of Rights and Remedies. . . . . 51
Section 8.08. Direction of Proceedings and Waiver of
Defaults by Majority Noteholders . . . . . 51
Section 8.09. Notice of Default . . . . . . . . . . . . . 51
Section 8.10. Undertaking to Pay Costs. . . . . . . . . . 52

ARTICLE NINE
Concerning the Trustee
Section 9.01. Duties and Responsibilities of Trustee. . . 52
Section 9.02. Reliance on Documents, Opinions, etc. . . . 54
Section 9.03. No Responsibility for Recitals, etc . . . . 55
Section 9.04. Trustee, Authenticating Agent or Registrar
May Own Notes. . . . . . . . . . . . . . . 55
Section 9.05. Moneys to Be Held in Trust. . . . . . . . . 55
Section 9.06. Compensation and Expenses of Trustee. . . . 55
Section 9.07. Officers' Certificate as Evidence . . . . . 56
Section 9.08. Conflicting Interest of Trustee . . . . . . 57
Section 9.09. Eligibility of Trustee. . . . . . . . . . . 57
Section 9.10. Resignation or Removal of Trustee . . . . . 57
Section 9.11. Appointment of Successor Trustee. . . . . . 58
Section 9.12. Acceptance by Successor Trustee . . . . . . 59
Section 9.13. Succession by Merger, etc . . . . . . . . . 60
Section 9.14. Limitations on Rights of Trustee as a
Creditor . . . . . . . . . . . . . . . . . 60
Section 9.15. Authenticating Agent. . . . . . . . . . . . 60
Section 9.16. Trustee's Application for Instructions
from the Company . . . . . . . . . . . . . 61

ARTICLE TEN
Concerning the Noteholders
Section 10.01. Action by Noteholders. . . . . . . . . . . 62
Section 10.02. Proof of Execution by Noteholders. . . . . 62
Section 10.03. Who Deemed Absolute Owners . . . . . . . . 62
Section 10.04. Company-Owned Notes Disregarded. . . . . . 63
Section 10.05. Revocation of Consents; Future Holders
Bound . . . . . . . . . . . . . . . . .63 .
Section 10.06. Record Date for Noteholder Acts. . . . . . 63

ARTICLE ELEVEN
Noteholders' Meeting
Section 11.01. Purposes of Meetings . . . . . . . . . . . 64
Section 11.02. Call of Meetings by Trustee. . . . . . . . 64
Section 11.03. Call of Meetings by Company or
Noteholders . . . . . . . . . . . . . . . 65
Section 11.04. Qualifications for Voting. . . . . . . . . 65
Section 11.05. Regulations. . . . . . . . . . . . . . . . 65
Section 11.06. Voting . . . . . . . . . . . . . . . . . . 66
Section 11.07. Right of Trustee or Noteholders not
Delayed . . . . . . . . . . . . . . . . . 66

ARTICLE TWELVE
Consolidation, Merger, Conveyance, Transfer or Lease
Section 12.01. Company May Consolidate, etc., only on
Certain Terms . . . . . . . . . . . . . . 67
Section 12.02. Successor Corporation Substituted. . . . . 68

ARTICLE THIRTEEN
Supplemental Indentures
Section 13.01. Supplemental Indentures without Consent
of Noteholders. . . . . . . . . . . . . . 68
Section 13.02. Supplemental Indentures with Consent of
Noteholders . . . . . . . . . . . . . . . 69
Section 13.03. Compliance with Trust Indenture Act;
Effect of Supplemental Indentures . . . . 70
Section 13.04. Notation on Notes. . . . . . . . . . . . . 71
Section 13.05. Evidence of Compliance of Supplemental
Indenture to Be Furnished Trustee . . . . 71

ARTICLE FOURTEEN
Immunity of Incorporators, Stockholders,
Officers and Directors
Section 14.01. Indenture and Notes Solely Corporate
Obligations . . . . . . . . . . . . . . . 71

ARTICLE FIFTEEN
Miscellaneous Provisions
Section 15.01. Provisions Binding on Company's
Successors. . . . . . . . . . . . . . . . 72
Section 15.02. Official Acts by Successor Corporation . . 72
Section 15.03. Addresses for Notices, etc . . . . . . . . 72
Section 15.04. Governing Law. . . . . . . . . . . . . . . 72
Section 15.05. Evidence of Compliance with Conditions
Precedent . . . . . . . . . . . . . . . . 72
Section 15.06. Business Days. . . . . . . . . . . . . . . 74
Section 15.07. Trust Indenture Act to Control . . . . . . 74
Section 15.08. Table of Contents, Headings, etc . . . . . 74
Section 15.09. Execution in Counterparts. . . . . . . . . 74
Section 15.10. Manner of Mailing Notice to Noteholders. . 74

EXHIBITS

Exhibit A Form of Global Fixed Rate Note
Exhibit B Form of Fixed Rate Note
Exhibit C Form of Global Floating Rate Note
Exhibit D Form of Floating Rate Note

THIS INDENTURE, dated as of December 1, 1996, between
Kansas City Power & Light Company, a corporation duly organized
and existing under the laws of the State of Missouri (hereinafter
sometimes called the "Company"), and The Bank of New York, a New
York banking corporation organized and existing under the laws of
the State of New York (hereinafter called the "Trustee").

Witnesseth:

WHEREAS, for its lawful corporate purposes, the Company
has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of its Medium-Term
Notes, (hereinafter sometimes called "Notes"), to be issued as in
this Indenture provided;

AND WHEREAS, all acts and things necessary to make this
Indenture a valid agreement according to its terms have been done
and performed, and the execution of this Indenture and the issue
hereunder of the Notes have in all respects been duly authorized;

NOW THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon
which the Notes are, and are to be authenticated, issued and
delivered, and in consideration of the premises, of the purchase
and acceptance of the Notes by the holders thereof and of the sum
of one dollar duly paid to it by the Trustee at the execution of
these presents, the receipt whereof is hereby acknowledged, the
Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time
of the Notes, as follows:

ARTICLE ONE.

Definitions.

Section 1.01. Definitions. The terms defined in this
Article One (except as herein otherwise expressly provided or
unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Article One.

Section 1.02. (a) Whenever this Indenture refers to a
provision of the Trust Indenture Act of 1939, as amended ("TIA"),
such provision is incorporated by reference in and made a part of
this Indenture. The following TIA terms incorporated in this
Indenture have the following meanings:

"indenture securities" means the Notes.

"indenture note holder" means a Noteholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means
the Trustee.

"obligor" on the indenture securities means the
Company.

(b) All terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or
defined by a rule of the Securities and Exchange Commission have
the meanings assigned to them in the TIA or such statute or rule
as in force on the date of execution of this Indenture.

Section 1.03. For purposes of this Indenture, the
following terms have the following meanings.

Accrued Interest:

The term "Accrued Interest" at any Interest Payment
Date (a) for a Floating Rate Note shall mean the amount obtained
by multiplying the principal amount of such Floating Rate Note by
its Accrued Interest Factor, and (b) for a Fixed Rate Note, shall
mean the amount obtained by multiplying the principal amount of
such Fixed Rate Note by its Interest Rate, and multiplying the
product thus obtained by a fraction, the numerator of which is
the number of days in the Interest Payment Period for such Note
ended on such Interest Payment Date, and the denominator of which
is 360.

Accrued Interest Factor:

The term "Accrued Interest Factor" at any Interest
Payment Date for a Floating Rate Note shall mean the sum of the
Interest Factors for such Floating Rate Note calculated for each
day in the Interest Payment Period for such Note ended on such
Interest Payment Date or the prior Record Date, as the case may
be.

Affiliate:

The term "Affiliate" shall mean with respect to any
specified Person any other Person directly or indirectly
controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the
terms "controlling: and "controlled" have meanings correlative to
the foregoing.

Authenticating Agent:

The term "Authenticating Agent" shall mean the agent of
the Trustee which shall be appointed and acting pursuant to
Section 9.15.

Authorized Agent:

The term "Authorized Agent" shall mean an agent of the
Company designated by an Officers' Certificate to give to the
Trustee the information specified in clause (a) of "Company
Order" for the issuance of a Note.

Authorized Newspaper:

The term "Authorized Newspaper" shall mean a newspaper
of general circulation in the relevant area, printed in the
English language and customarily published on each Business Day;
whenever successive publications in an Authorized Newspaper are
required by this Indenture, such publications may be made on the
same or different days and in the same or in different Authorized
Newspapers.

Base Rate:

The term "Base Rate" shall mean with respect to (a)
Commercial Paper Rate Notes, the Commercial Paper Rate, (b) LIBOR
Notes, LIBOR and (c) Treasury Rate Notes, the Treasury Rate.

Basis Point:

The term "Basis Point" shall mean one-one hundredth of
a percentage point.

Board of Directors:

The term "Board of Directors" shall mean the Board of
Directors of the Company or the Executive Committee of such Board
or any other duly authorized Committee of such Board.

Board Resolution:

The term "Board Resolution" shall mean a copy of a
resolution certified by the Secretary or an Assistant Secretary
of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

Business Day:

The term "Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions or trust companies in the Borough of
Manhattan, the City and State of New York, are obligated or
authorized by law or executive order to close.

Calculation Agent:

The term "Calculation Agent" for a particular Floating
Rate Note shall mean the Trustee, unless otherwise provided for
in the applicable Company Order.

Calculation Date:

The term "Calculation Date" shall mean with regard to
any particular Interest Determination Date, the tenth calendar
day after such Interest Determination Date, or, if any such day
is not a Business Day, the next succeeding Business Day.

Commercial Paper Rate:

The term "Commercial Paper Rate" for a particular
Floating Rate Note, unless otherwise indicated in the applicable
Company Order, shall mean, with respect to any Commercial Paper
Rate Interest Determination Date, the Money Market Yield on such
date of the rate for commercial paper having the Index Maturity
specified in such Company Order, as such rate shall be published
in H.15(519) under the heading "Commercial Paper". In the event
that such rate is not published prior to 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Commercial Paper
Rate Interest Determination Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Rate
Interest Determination Date of the rate for commercial paper of
the specified Index Maturity as published in Composite Quotations
under the heading "Commercial Paper". If by 3:00 P.M., New York
City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, then the Commercial
Paper Rate for such Commercial Paper Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such Commercial
Paper Rate Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the specified Index
Maturity placed for an industrial issuer whose bond rating is
"AA", or the equivalent, from a nationally recognized rating
agency; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth
above, the Commercial Paper Rate will be the Commercial Paper
Rate in effect on such Commercial Paper Rate Interest
Determination Date.

Commercial Paper Rate Interest Determination Date:

The term "Commercial Paper Rate Interest Determination
Date" for a Commercial Paper Rate Note shall mean the second
Business Day preceding its Interest Reset Date.

Commercial Paper Rate Notes:

The term "Commercial Paper Rate Notes" shall mean
Floating Rate Notes which are specified in the applicable Company
Order as having interest computed with reference to the
Commercial Paper Rate.

Company:

The term "Company" shall mean the corporation named as
the "Company" in the first paragraph of this Indenture, and its
successors and assigns.

Company Order:

The term "Company Order" shall mean:

(a) a written order signed in the name of the Company
by the Chairman of the Board, the President or any Vice President
and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer of the Company, and delivered to the
Trustee, to authenticate a Note and to make it available for
delivery, and specifying for such Note the following information:

(1) the name of the Person in which a Note to be
issued and authenticated shall be registered;

(2) the address of such Person;

(3) the taxpayer identification number of such Person;

(4) the principal amount of such Note and, if multiple
Notes are to be issued to such Person, the denominations of
such Notes;

(5) the Original Issue Date of such Note;

(6) the date upon which such Note is scheduled to
mature;

(7) the Redemption Date and the price or prices at
which such Note is redeemable at the option of the Company;

(8) if the Note is a Fixed Rate Note, the rate of
interest on such Note and the Interest Payment Dates, if
other than April 1 and October 1;

(9) if the Note is a Floating Rate Note, its:

(A) Base Rate
(B) Index Maturity
(C) Interest Payment Dates
(D) Initial Interest Rate
(E) Maximum Interest Rate
(F) Minimum Interest Rate
(G) Interest Reset Dates
(H) Initial Interest Reset Date
(I) Interest Payment Dates
(J) Spread
(K) Spread Multiplier

(10) all other information necessary for the issuance
of such Note; or

(b) confirmation given to the Trustee by an officer of
the Company designated by an Officers' Certificate, by telephone,
confirmed by telex or facsimile or similar writing, of the
information given to the Trustee by an Authorized Agent for the
issuance of a Note, and the written order of the Company to
authenticate such Note and to make it available for delivery.

Composite Quotations:

The term "Composite Quotations" shall mean the daily
statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" or any successor publication published by
the Federal Reserve Bank of New York.

Corporate Trust Office of the Trustee:

The term "corporate trust office of the Trustee," or
other similar term, shall mean the principal corporate trust
office of the Trustee in the Borough of Manhattan, the City and
State of New York, at which at any particular time its corporate
trust business shall be administered, which office is at the date
of the execution of this Indenture located at 101 Barclay Street,
21 W, New York, New York 10286.

CUSIP:

The term "CUSIP" shall mean the registered trademark
"Committee on Uniform Securities Identification Procedures" or
"CUSIP" and a unique system of identification of each public
issue of a security owned by the American Bankers Association and
administered by Standard and Poor's Corporation, as agent of the
American Bankers Association.

Depositary:

The term "Depositary" shall mean, unless otherwise
specified by the Company pursuant to Section 2.05 hereof, The
Depository Trust Company, New York, New York, or any successor
thereto registered and qualified under the Securities and
Exchange Act of 1934, as amended, or other applicable statute or
regulation.

Discharged:

The term 'Discharged" shall have the meaning specified
in Section 5.01(c).

Event of Default:

The term "Event of Default" shall mean any event
specified in Section 8.01, continued for the period of time, if
any, and after the giving of the notice, if any, therein
designated.

Fixed Rate Note:

The term "Fixed Rate Note" shall mean a Note which
bears interest at a fixed rate specified in the applicable
Company Order.

Floating Rate Note:

The term "Floating Rate Note" shall mean a Commercial
Paper Rate Note, a LIBOR Note or a Treasury Rate Note.

Global Note:

The term "Global Note" shall mean a single Note that
pursuant to Section 2.05 is issued to evidence Notes having
identical terms and provisions, which is delivered to the
Depositary or pursuant to instructions of the Depositary and
which shall be registered in the name of the Depositary or its
nominee.

H.15(519):

The term "H.15(519)" shall mean the publication
"Statistical Release H.15(519), Selected Interest Rates" or any
successor publication published by the Board of Governors of the
Federal Reserve System.

Indebtedness:

The term "Indebtedness" shall mean with respect to any
Person (i) any liability of such Person (a) for borrowed money,
or (b) evidenced by a bond, note, debenture or similar instrument
(including purchase money obligations but excluding trade
payables), or (c) for the payment of money relating to a lease
that is required to be classified as a capitalized lease
obligation in accordance with generally accepted accounting
principles; (ii) any liability of others described in the
preceding clause (i) that such Person has guaranteed, that is
recourse to such Person or that is otherwise its legal liability;
and (iii) any amendment, supplement, modification, deferral,
renewal, extension or refunding of any liability of the types
referred to in clauses (i) and (ii) above.

Indenture:

The term "Indenture" shall mean this instrument as
originally executed or, if amended or supplemented as herein
provided, as so amended or supplemented.

Index Maturity:

The term "Index Maturity" of a particular Floating Rate
Note shall mean the period to Maturity of the instrument or
obligation from which the Base Rate of such Floating Rate Note is
calculated, as specified in the applicable Company Order.

Initial Interest Rate:

The term "Initial Interest Rate" for a particular
Floating Rate Note shall mean the interest rate specified in the
applicable Company Order as in effect from the Original Issue
Date of such Floating Rate Note to its First Interest Reset Date.

Interest Accrual Period:

The term "Interest Accrual Period" for a particular
Floating Rate Note shall mean the period from the date of issue
of such Floating Rate Note, or from an Interest Reset Date, if
any, to its next subsequent Interest Reset Date.

Interest Determination Date:

The term "Interest Determination Date" shall mean each
Commercial Paper Rate Interest Determination Date, LIBOR Interest
Determination Date and Treasury Rate Interest Determination Date.

Interest Factor:

The term "Interest Factor" for a Floating Rate Note for
each day in an Interest Accrual Period for such Floating Rate
Note shall be computed by dividing the Interest Rate applicable
to such day by 360 in the case of Commercial Paper Rate Notes and
LIBOR Notes or by the actual number of days in the year in the
case of Treasury Rate Notes.

Interest Payment Date:

(a) The term "Interest Payment Date" shall mean with
respect to a Floating Rate Note which has an Interest Reset Date
which is (1) daily, weekly or monthly: the third Wednesday of
each month or the third Wednesday of March, June, September and
December of each year, as specified in the applicable Company
Order, (2) quarterly: the third Wednesday of March, June,
September and December of each year, (3) semiannually: the third
Wednesday of the two months of each year specified in the
applicable Company Order; (4) annually: the third Wednesday of
the month specified in the applicable Company Order and, in each
case, at Maturity. If any Interest Payment Date (other than at
Maturity) for any Floating Rate Note would fall on a day that is
not a Business Day with respect to such Floating Rate Note, such
Interest Payment Date will be the following day that is a
Business Day with respect to such Floating Rate Note, except
that, in the case of a LIBOR Note, if such Business Day is in the
next succeeding calendar month, such Interest Payment Date shall
be the immediately preceding day that is a Business Day with
respect to such LIBOR Note;

(b) the term "Interest Payment Date" shall mean with
respect to a Fixed Rate Note each April 1 and October 1, or such
other dates which are specified in the applicable Company Order
during the period such Fixed Rate Note is outstanding, the date
of Maturity of such Fixed Rate Note, and with respect to
defaulted interest on such Fixed Rate Note, the date established
by the Company for the payment of such defaulted interest.

Interest Payment Period:

The term "Interest Payment Period" shall mean for:

(a) each Floating Rate Note on which interest is reset
monthly, quarterly, semiannually or annually, and each Fixed
Rate Note, the period:

(1) beginning on and including the Original Issue
Date of such Note or the most recent Interest Payment
Date on which interest was paid on such Note, and

(2) ending on but not including the next Interest
Payment Date or, for the last Interest Payment Period,
Maturity, of such Note;

(b) each Floating Rate Note on which interest is reset
daily or weekly, the period:

(1) beginning on and including the Original Issue
Date of such Floating Rate Note, or beginning on but
excluding the most recent Record Date through which
interest was paid on such Note, and

(2) ending on and including the next Record Date
or, for the last Interest Payment Period, ending on but
excluding Maturity, of such Note;

provided, however, that the first Interest Payment Period for any
Note which has its Original Issue date after a Record Date and
prior to its next Interest Payment Date, shall begin on and
include such Original Issue Date and (i) end on and include the
next Record Date for Floating Rate Notes on which interest is
reset daily or weekly, and (ii) end on but not include the second
Interest Payment Date after the Original Issue Date for all other
Notes.

Interest Rate:

(a) The term "Interest Rate" for a particular Floating
Rate Note shall mean (1) from the date of issue of such Floating
Rate Note to the first Interest Reset Date for such Floating Rate
Note, the Initial Interest Rate, and (2) each Interest Accrual
Period commencing on or after such First Interest Reset Date, the
Base Rate with reference to the Index Maturity for such Floating
Rate Note as specified in the applicable Company Order plus or
minus the Spread, if any, multiplied by the Spread Multiplier, if
any; provided, in the event no Spread or Spread Multiplier is
provided in such Company Order, the Spread and Spread Multiplier
shall be zero and one, respectively; provided, further, in no
event shall the Interest Rate be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if
any; and provided, further, the Interest Rate in effect for the
ten days immediately prior to Maturity will be the Interest Rate
in effect on the tenth day preceding such Maturity and provided,
further, the Interest Rate will in no event be higher than the
maximum rate permitted by applicable state law, as the same may
be modified by United States laws of general application.

(b) The term "Interest Rate" for a particular fixed
Rate Note shall mean the interest rate specified in the
applicable Company Order.

Interest Reset Date:

The term "Interest Reset Date" shall mean, in the case
of a Floating Rate Note specified in the applicable Company Order
as being reset (a) daily: each Business Day; (b) weekly: the
Wednesday of each week (with the exception of weekly reset
Treasury Rate Notes which reset the Tuesday of each week, except
as specified below); (c) monthly: the third Wednesday of each
month; (d) quarterly: the third Wednesday of March, June,
September and December; (e) semiannually: the third Wednesday of
the two months specified in the applicable Company Order; and (f)
annually: the third Wednesday of the month specified in the
applicable Company Order. If any Interest Reset Date for a
Floating Rate Note would otherwise be a day which is not a
Business Day, such Interest Reset Date shall be postponed to the
next succeeding day that is a Business Day, except that in the
case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the
next preceding Business Day. If, in the case of a Treasury Rate
Note, an Interest Reset Date shall fall on a day on which the
Treasury auctions Treasury Bills, then such Interest Reset Date
shall instead be the first Business Day following such auction.

LIBOR:

The term "LIBOR" for a particular Floating Rate Note,
unless otherwise indicated in the applicable Company Order, shall
mean, with respect to any LIBOR Interest Determination Date, the
rate determined on the basis of the offered rates for deposits
(in United States dollars and in a principal amount equal to an
amount of not less than $1,000,000 that is representative for a
single transaction in such market at such time for the period of
the Index Maturity specified in the applicable Company Order),
commencing on the second London Banking Day immediately following
such LIBOR Interest Determination Date, which appears as of 11:00
A.M., London time, on the Reuters Screen LIBO Page on the Reuters
Monitor Rates Service on the LIBOR Interest Determination Date.
If at least two such offered rates appear on the Reuters Screen
LIBO Page, LIBOR for such LIBOR Interest Determination Date will
be the arithmetic mean (rounded, if necessary, to the nearest one
hundred-thousandth of a percent) of such offered rates as
determined by the Calculation Agent. If fewer than two such
offered rates appear, the Calculation Agent shall request the
principal London office of four major banks in the London
interbank market selected by the Calculation Agent to provide the
Calculation Agent with a quotation of their offered rates for
deposits (in United States dollars for the period of the
applicable Index Maturity and in a principal amount equal to an
amount of not less than $1,000,000 that is representative for a
single transaction in such market at such time) at approximately
11:00 A.M., London time, on such LIBOR Interest Determination
Date commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date. If at least
two such quotations are provided, LIBOR for such LIBOR Interest
Determination Date will equal the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR for
such LIBOR Interest Determination Date will equal the arithmetic
mean of the rates quoted by three major banks in The City of New
York, as selected by the Calculation Agent, at approximately
11:00 A.M., New York City time, on such LIBOR Interest
Determination Date for loans to leading European banks (in United
States dollars for the period of the applicable Index Maturity
and in a principal amount equal to an amount of not less than
$1,000,000 that is representative for a single transaction in
such market at such time) commencing on the second London Banking
Day following such LIBOR Interest Determination Date; provided,
however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as set forth above, LIBOR will
be LIBOR in effect on such LIBOR Interest Determination Date.

LIBOR Interest Determination Date:

The term "LIBOR Interest Determination Date" for a
LIBOR Note shall mean the Second London Banking Day preceding its
Interest Reset Date.

LIBOR Notes:

The term "LIBOR Notes" shall mean Floating Rate Notes
which are specified in the applicable Company Order as having
interest computed with reference to LIBOR.

London Banking Day:

The term "London Banking Day" shall mean any day on
which dealings in deposits in U.S. dollars are transacted in the
London interbank market.

Maturity:

The term "Maturity", when used with respect to any
Note, shall mean the date on which the principal of such Note
becomes due and payable as therein or herein provided, whether at
the stated maturity thereof or by declaration of acceleration,
call for redemption or otherwise.

Maximum Interest Rate:

The term "Maximum Interest Rate" shall mean the maximum
rate of interest, if any, which may accrue to any Floating Rate
Note during any Interest Accrual Period as specified in the
applicable Company Order.

Minimum Interest Rate:

The term "Minimum Interest Rate" shall mean the minimum
rate of interest, if any, which may be applicable to any Floating
Rate Note during any Interest Accrual Period as specified in the
applicable Company Order.

Money Market Yield:

The term "Money Market Yield" shall be the yield
(expressed as a percentage) calculated in accordance with the
following formula:

Money Market Yield = D x 360
___________ x 100

360-(D x M)

Mortgage Bonds:

The term "Mortgage Bonds" shall mean the Company's
mortgage bonds issued under the Mortgage.

Mortgage Indenture:

The term "Mortgage Indenture" shall mean the General
Mortgage Indenture and Deed of Trust dated as of December 1,
1986, from the Company to United Missouri Bank of Kansas City,
N.A., as trustee, as from time to time supplemented and amended.

Mortgage Trustee:

The term "Mortgage Trustee" shall mean the trustee at
the time serving as such under the Mortgage Indenture.

Net Tangible Assets:

The term "Net Tangible Assets" shall mean, at any time,
the total assets less any amounts attributed to goodwill of the
Company and its consolidated subsidiaries, determined on a
consolidated basis in accordance with generally accepted
accounting principles, as of the end of the most recently
completed fiscal quarter of the Company for which financial
information is then available.

Note or Notes; Outstanding:

The terms "Note or "Notes" shall mean any Fixed Rate or
Floating Rate Note or Notes, as the case may be, authenticated
and delivered under this Indenture, including any Global Note.

The term "outstanding," when used with reference to
Notes, shall, subject to Section 10.04, mean, as of any
particular time, all Notes authenticated and delivered by the
Trustee under this Indenture, except

(a) Notes theretofore cancelled by the Company or
delivered to the Company for cancellation;

(b) Notes, or portions thereof, for the payment
or redemption of which moneys in the necessary amount
shall have been deposited in trust with the Trustee or
with any paying agent (other than the Company) or shall
have been set aside and segregated in trust by the
Company (if the Company shall act as its own paying
agent), provided that if such Notes are to be redeemed
prior to the maturity thereof, notice of such
redemption shall have been given as provided in
Article Three, or provisions satisfactory to the
Trustee shall have been made for giving such notice;

(d) Notes in lieu of or in substitution for which
other Notes shall have been authenticated and
delivered, or which have been paid, pursuant to
Section 2.07.

Noteholder:

The terms "Noteholder" or "holder of Notes" shall mean
any Person in whose name at the time a particular Note is
registered on the books of the Company kept for that purpose in
accordance with the terms hereof.

Officers' Certificate:

The term "Officers' Certificate" when used with respect
to the Company, shall mean a certificate signed by the Chairman
of the Board, the President or any Vice President and by the
Secretary or an Assistant Secretary of the Company. Each such
certificate shall include the statements provided for in
Section 15.05 if and to the extent required by such Section.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in
writing signed by legal counsel, who may be an employee of the
Company, or such other counsel who is satisfactory to the
Trustee. Each such opinion shall include the statements provided
for in Section 15.05 if and to the extent required by such
Section. In the event that the Indenture requires the delivery
of an Opinion of Counsel to the Trustee, the text and substance
of which has been previously delivered to the Trustee, the
Company may satisfy such requirement by the delivery by the legal
counsel that delivered such previous Opinion of Counsel of a
letter to the Trustee to the effect that the Trustee may rely on
such previous Opinion of Counsel as if such Opinion of Counsel
was dated and delivered the date delivery of such Opinion of
Counsel is required.

Original Issue Date:

The term "Original Issue Date" shall mean for a
particular Note, or portions thereof, the date upon which it, or
such portion, was issued by the Company pursuant to this
Indenture and authenticated by the Trustee (other than in
connection with a transfer, exchange or substitution).

Permitted Encumbrances:

The term "Permitted Encumbrances" shall mean:

(a) (i) any mortgage, pledge or other lien or
encumbrance on any property hereafter acquired or
constructed by the Company or a Subsidiary, or on which
property so constructed is located, and created prior to,
contemporaneously with or within 360 days after, such
acquisition or construction or the commencement of
commercial operation of such property to secure or provide
for the payment of any part of the purchase or construction
price of such property, or (ii) any mortgage, pledge, or
other lien or encumbrance upon property existing at the time
of acquisition thereof by the Company or any Subsidiary,
whether or not assumed by the Company or such Subsidiary, or
(iii) any mortgage, pledge, or other lien or encumbrance
existing on the property, shares of stock or indebtedness of
a corporation at the time such corporation shall become a
Subsidiary, or any pledge of the shares of stock of such
corporation prior to, contemporaneously with or within 360
days after such corporation shall become a Subsidiary to
secure or provide for the payment of any part of the
purchase price of such stock, or (iv) any conditional sales
agreement or other title retention agreement with respect to
any property hereafter acquired or constructed; provided
that, clauses (i) through (iv) shall not apply to any
property acquired by the Company from any Subsidiary or by
any Subsidiary from the Company or another Subsidiary, and
provided further, that in the case of clauses (i) through
(iv), the lien of any such mortgage, pledge or other lien
does not spread to property owned by the Company or any
Subsidiary prior to such acquisition or construction or to
other property thereafter acquired or constructed other than
additions to such acquired or constructed property and other
than property on which property so constructed is located;
and provided, further, that if a firm commitment from a
bank, insurance company or other lender or investor (not
including the company or other lender or investor (not
including the Company, a Subsidiary or an Affiliate of the
Company) for the financing of the acquisition or
construction of property is made prior to, contemporaneously
with or within the 360-day period hereinabove referred to,
the applicable mortgage, pledge, lien or encumbrance shall
be deemed to be permitted by this subsection (a) whether or
not created or assumed within such period;

(b) any mortgage, pledge or other lien or encumbrance
created for the sole purpose of extending, renewing or
refunding any mortgage, pledge, lien or encumbrance
permitted by subsection (a) of this definition; provided,
however, that the principal amount of indebtedness secured
thereby shall not exceed the principal amount of
indebtedness so secured at the time of such extension,
renewal or refunding and that such extension, renewal or
refunding mortgage, pledge, lien or encumbrance shall be
limited to all or any part of the same property that secured
the mortgage, pledge or other lien or encumbrance extended,
renewed or refunded;

(c) liens for taxes or assessments or governmental
charges or levies not then due and delinquent or the
validity of which is being contested in good faith, and
against which an adequate reserve has been established;
liens on any property created in connection with pledges or
deposits to secure public or statutory obligations or to
secure performance in connection with bids or contracts;
materialmen's, mechanics', carrier's, workmen's, repairmen's
or other like liens; or liens on any property created in
connection with deposits to obtain the release of such
liens; liens on any property created in connection with
deposits to secure surety, stay, appeal or customs bonds;
liens created by or resulting from any litigation or legal
proceeding which is currently being contested in good faith
by appropriate proceedings; leases and liens, rights or
reverter and other possessory rights of the lessor
thereunder; zoning restrictions, easements, rights-of-way or
other restrictions on the use of real property or minor
irregularities in the title thereto; and any other liens and
encumbrances similar to those described in this
subsection (c), the existence of which does not, in the
opinion of the Company, materially impair the use by the
Company or a Subsidiary of the affected property in the
operation of the business of the Company or a Subsidiary, or
the value of such property for the purposes of such
business;

(d) any mortgage, pledge or other lien or encumbrance
created after the date of this Indenture on any property
leased to or purchased by the Company or a Subsidiary after
that date and securing, directly or indirectly, obligations
issued by a State, a territory or a possession of the United
States, or any political subdivision of any of the
foregoing, or the District of Columbia, to finance the cost
of acquisition or cost of construction of such property;
provided that the interest paid on such obligations is
entitled to be excluded from gross income of the recipient
pursuant to Section 103(a)(1) of the Internal Revenue Code
of 1986, as amended (or any successor to such provision), as
in effect at the time of the issuance of such obligations;

(e) any mortgage, pledge or other lien or encumbrance
on any property now owned or hereafter acquired or
constructed by the Company or a Subsidiary, or on which
property so owned, acquired or constructed is located, to
secure or provide for the payment of any part of the
construction price or cost of improvements of such property,
and created prior to, contemporaneously with or within 360
days after, such construction or improvement; provided that
if a firm commitment from a bank, insurance company or other
lender or investor (not including the Company, a Subsidiary
or an Affiliate of the Company) for the financing of the
acquisition or construction of property is made prior to,
contemporaneously with or within the 360-day period
hereinabove referred to, the applicable mortgage, pledge,
lien or encumbrance shall be deemed to be permitted by this
subsection (e) whether or not created or assumed within such
period; and

(f) any mortgage, pledge or other lien or encumbrance
not otherwise permitted under this Section; provided that
the aggregate amount of indebtedness secured by all such
mortgages, pledges, liens or encumbrances does not exceed
the greater of 15% of Net Tangible Assets.

Person:

The term "Person" shall mean any individual,
corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

Principal Executive Offices of the Company:

The term "principal executive offices of the Company"
shall mean the place where the main corporate offices of the
Company are located, currently 1201 Walnut, Kansas City,
Missouri 64106, or such other place where the main corporate
offices of the Company are located as designated in an Officer's
Certificate delivered to the Trustee.

Principal Facility:

The term "Principal Facility" shall mean the real
property, fixtures, machinery and equipment relating to any
facility owned by the Company or any Subsidiary (which may
include a network of electric or gas distribution facilities or a
network of electric or gas transmission facilities), except any
facility that, in the opinion of the Board of Directors, is not
of material importance to the business conducted by the Company
and its Subsidiaries, taken as a whole.

Record Date:

The term "Record Date" shall mean for the Interest
Payment Date for the payment of interest for an Interest Payment
Period for a particular Note (a) the day which is fifteen
calendar days prior to such Interest Payment Date, whether or not
such day is a Business Day, (b) the date of Maturity of such
Note, unless such date of Maturity for a Fixed Rate Note is an
April 1 or an October 1, in which event the Record Date will be
as provided in clause (a), and (c) a date which is not less than
five Business Days preceding the Interest Payment Date of
defaulted interest on such Note established by notice given by
first-class mail by or on behalf of the Company to the holder of
such Note not less than fifteen days prior to such Interest
Payment Date.

Redemption Date:

The term "Redemption Date" for a Note shall mean the
date on or after which such Note is redeemable at the option of
the Company.

Regulated Subsidiary:

The term "Regulated Subsidiary" shall mean any
Subsidiary which owns or operates facilities used for the
generation, transmission or distribution of electric energy and
is subject to the jurisdiction of any governmental authority of
the United States or any state or political subdivision thereof,
as to any of its: rates; services; accounts; issuances of
securities; affiliate transactions; or construction, acquisition
or sale of any such facilities, except that any "exempt wholesale
generator", as defined in 15 USC 79z-5a(a)(1), "qualifying
facility", as defined in 18 CFR 29z,101(b)(1), "foreign utility
company", as defined in 15 USC 79z-5b(a)(3) and "power marketer",
as defined in Northwest Power Marketing Company, L.L.C., 75 FERC
Section 61,281, shall not be a Regulated Subsidiary.

Responsible Officer:

The term "responsible officer" or "responsible
officers" when used with respect to the Trustee shall mean one or
more of the following: the chairman of the board of directors,
the vice chairman of the board of directors, the chairman of the
executive committee, the president, any vice president, the
cashier, the secretary, the treasurer, any trust officer, any
assistant trust officer, any second or assistant vice president,
any assistant cashier, any assistant secretary, any assistant
treasurer, or any other officer or assistant officer of the
Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the
particular subject.

Spread:

The term "Spread" applicable to a particular Floating
Rate Note shall mean the number of Basis Points above or below
the Base Rate for such Floating Rate Note as specified in the
applicable Company Order.

Spread Multiplier:

The term "Spread Multiplier" applicable to a particular
Floating Rate Note shall mean the percentage of the Base Rate
applicable to the Interest Rate for such Floating Rate Note as
specified in the applicable Company Order.

Subsidiary:

The term "Subsidiary" shall mean any corporation of
which at least a majority of the outstanding stock having by the
terms thereof ordinary voting power to elect a majority of the
directors of such corporation, irrespective of whether or not at
the time stock of any class or classes of such corporation shall
have or might have voting power by reason of the happening of any
contingency, is at the time, directly or indirectly, owned or
controlled by the Company or by one or more Subsidiaries thereof,
or by the Company and one or more Subsidiaries.

Treasury:

The term "Treasury" shall mean the United States
Department of Treasury.

Treasury Bills:

The term "Treasury Bills" shall mean direct obligations
of the United States.

Treasury Rate:

The term "Treasury Rate" for a particular Floating Rate
Note, unless otherwise indicated in the Applicable Company Order,
shall mean with respect to any Treasury Rate Interest
Determination Date, the rate applicable to the most recent
auction of Treasury Bills having the Index Maturity specified in
the applicable Company Order, as such rate is published in
H.15(519) under the heading "Treasury bills-auction average
(investment)" or, if not so published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Treasury Rate
Interest Determination Date, the auction average rate (expressed
as a bond equivalent on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) as otherwise
announced by the Treasury. In the event that the results of the
auction of Treasury Bills having the specified Index Maturity are
not reported as provided by 3:00 P.M., New York City time, on
such Calculation Date, or if no such auction is held in a
particular week, then the Treasury Rate shall be calculated by
the Calculation Agent and shall be a yield to maturity (expressed
as a bond equivalent on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Treasury Rate Interest
Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest
to the applicable Index Maturity; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth above, the Treasury Rate will be the
Treasury Rate in effect on such Treasury Rate Interest
Determination Date.

Treasury Rate Interest Determination Date:

The term "Treasury Rate Interest Determination Date"
for a Treasury Rate Note shall mean the day of the week in which
its Interest Reset Date falls on which Treasury Bills normally
would be auctioned, provided, however, that if as a result of a
legal holiday an auction is held on the Friday of the week
preceding such Interest Reset Date, the related Treasury Rate
Interest Determination Date shall be the preceding Friday.

Treasury Rate Notes:

The term "Treasury Rate Notes" shall mean Floating Rate
Notes which are specified in the applicable Company Order as
having interest computed with reference to the Treasury Rate.

Trustee:

The term "Trustee" shall mean The Bank of New York and,
subject to Article Nine, shall also include any successor
Trustee.

U.S. Government Obligations:

The term "U.S. Government Obligations" shall mean (a)
direct non-callable obligations of, or non-callable obligations
guaranteed as to timely payment of principal and interest by, the
United States of America or an agency thereof for the payment of
which obligations or guarantee the full faith and credit of the
United States is pledged or (b) certificates or receipts
representing direct ownership interests in obligations or
specified portions (such as principal or interest) of obligations
described in (a) above, which obligations are held by a custodian
in safekeeping on behalf of such certificates or receipts.

Wholly-Owned Subsidiary:

The term "Wholly-Owned Subsidiary" shall mean a
Subsidiary of which all of the outstanding voting stock (other
than directors' qualifying shares) is at the time, directly or
indirectly, owned by the Company, or by one or more Wholly-Owned
Subsidiaries of the Company or by the Company and one or more
Wholly-Owned Subsidiaries.

ARTICLE TWO.

Form, Issue, Execution, Registration And Exchange Of Notes.

Section 2.01. Form Generally.

(a) The Notes shall be titled "Medium-Term Notes",
and, if such Notes shall be in the form of (a) a Fixed Rate Note
which is a Global Note, shall be in substantially the form set
forth in Exhibit A, (b) a Fixed Rate Note which is not a Global
Note, shall be in substantially the form set forth in Exhibit B,
(c) a Floating Rate Note which is a Global Note, shall be in
substantially the form set forth in Exhibit C, and (d) a Floating
Rate Note which is not a Global Note, shall be in substantially
the form set forth in Exhibit D, to this Indenture, or in any
such case such other form as shall be established by a Board
Resolution, or an Officers' Certificate pursuant to a Board
Resolution, or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any
securities exchange or with applicable law or as may,
consistently herewith, be determined by the officers executing
such Notes, as evidenced by their execution of such Notes. If
the form of Notes is established by a Board Resolution, or an
Officers' Certificate pursuant to a Board Resolution, a copy of
such Board Resolution or Officer's Certificate shall be delivered
to the Trustee at or prior to the delivery to the Trustee of the
Company Order contemplated by Section 2.05 for the authentication
and delivery of such Notes.

(b) The definitive Notes shall be printed,
lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the officers
executing such Notes, as evidenced by their execution of such
Notes.

Section 2.02. Form of Trustee's Certificate of
Authentication. The Trustee's certificate of authentication on
all Notes shall be in substantially the following form:

Trustee's Certificate of Authentication

This is one of the Notes designated therein referred to
in the within-mentioned Indenture.

The Bank of New York,
as Trustee

By __________________________
Authorized Signatory

Section 2.03. Amount Limited. The aggregate principal
amount of Notes which may be authenticated and delivered under
this Indenture is limited to $300,000,000, or such lesser amount
as may from time to time be established by an Officers'
Certificate delivered to the Trustee.

Section 2.04. Denominations, Dates, Interest Payment
and Record Dates.

(a) The Notes shall be issuable in registered form
without coupons in denominations of $1,000 and integral multiples
of $1,000 in excess thereof.

(b) Each Note shall be dated and issued as of the date
of its authentication by the Trustee, and shall bear an Original
Issue Date or, as provided in Section 2.12(e), two or more
Original Issue Dates; each Note issued upon transfer, exchange or
substitution of a Note shall bear the Original Issue Date or
Dates of such transferred, exchanged or substituted Note, subject
to Section 2.12(e).

(c) Each Note shall bear interest, if any, at its
Interest Rate during each Interest Payment Period for such Note,
from the later of (1) its Original Issue Date (or, if pursuant to
Section 2.12, a Global Note has two or more Original Issue Dates,
interest shall, beginning on each such Original Issue Date, begin
to accrue for that part of the principal amount of such Global
Note to which that Original Issue Date is applicable), or (2) the
most recent date to which any interest has been paid or duly
provided for until the principal of such Note is paid or made
available for payment, and Accrued Interest on each Note shall be
payable for each Interest Payment Period on the Interest Payment
Date immediately subsequent to the Record Date for the payment of
interest for such Interest Payment Period.

(d) All percentages resulting from any calculation of
the Interest Rate for a Floating Rate Note shall be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655%
(or .0987655)), and all dollar amounts used in or resulting from
such calculation shall be rounded to the nearest cent (with
one-half cent being rounded upward).

(e) Each Note shall mature on a date specified in such
Note not less than nine months nor more than 30 years after its
Original Issue Date, and the principal amount of each outstanding
Note shall be payable on the maturity date specified therein.

(f) The Person in whose name any Note is registered at
the close of business on any Record Date with respect to an
Interest Payment Date for such Note shall be entitled to receive
the Accrued Interest payable on such Note on such Interest
Payment Date notwithstanding the cancellation of such Note upon
any registration of transfer, exchange or substitution of such
Note subsequent to such Record Date and prior to such Interest
Payment Date.

(g) The Company shall cause the Calculation Agent to
calculate each Interest Rate applicable to each Floating Rate
Note in accordance with this Indenture, and the Company shall, or
shall cause the Calculation Agent to, notify the Trustee of each
determination of such Interest Rate promptly after such
determination.

(h) On the fifth Business Day immediately preceding
each Interest Payment Date, the Trustee shall furnish to the
Company a notice setting forth the total amount of the Accrued
Interest payments to be made on such Interest Payment Date and to
the Depositary, a notice setting forth the total amount of
Accrued Interest payments to be made on Global Notes on such
Interest Payment Date. The Trustee will provide monthly to the
Company a list of the principal of and any premium and Accrued
Interest to be paid on Notes in the next succeeding month and to
the Depositary a list of the principal of and any premium and
Accrued Interest to be paid on Global Notes in the such
succeeding month. Promptly after the first Business Day of each
month, the Trustee shall furnish to the Company a written notice
setting forth the aggregate principal amount of the Global Notes.
The Company will provide to the Trustee not later than the
payment date sufficient moneys to pay in full all principal of
and any premium and Accrued Interest payments due on such payment
date. The Trustee shall assume responsibility for withholding
taxes on interest paid as required by law.

(i) Upon the request of any Noteholder of a Floating
Rate Note, the Trustee shall provide to such Noteholder the
Interest Rate then in effect and, if determined, the Interest
Rate that will become effective on the next Interest Reset Date,
with respect to such Floating Rate Note.

Section 2.05. Execution, Authentication, Delivery and
Dating.

(a) The Notes shall be executed on behalf of the
Company by the Chairman of the Board, the President or any Vice
President under its corporate seal (which may be in the form of a
facsimile thereof and may be printed, engraved or otherwise
reproduced thereon) attested by the Secretary or an Assistant
Secretary. The signature of any of such officers on any Notes
may be manual or facsimile.

(b) Notes bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

(c) At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver
Notes executed by the Company to the Trustee for authentication,
together with one or more Company Orders for the authentication
and delivery of such Notes, and the Trustee in accordance with
any such Company Order shall authenticate such Notes and make
them available for delivery. Prior to authenticating such Notes,
and in accepting the additional responsibilities under this
Indenture in relation to such Notes, the Trustee shall be
entitled to receive the following only at or before the first
issuance of Notes, and (subject to Section 9.01) shall be fully
protected in relying upon:

(1) a Board Resolution authorizing this Indenture
and the Notes, and if applicable, an appropriate record
of any action taken pursuant to such Board Resolution,
certified by the Secretary or an Assistant Secretary of
the Company;

(2) an Officers' Certificate designating one or
more Authorized Agents and officers of the Company who
are authorized to give Company Orders for the issuance
of, and specifying terms of, Notes and, if appropriate,
setting forth the form of Notes in accordance with
Section 2.01;

(3) an Opinion of Counsel stating,

(A) if the form of Notes has been
established by or pursuant to a Board
Resolution or, an Officers' Certificate
pursuant to a Board Resolution, or in a
supplemental indenture as permitted by
Section 2.01, that such form has been
established in conformity with this
Indenture;

(B) that the Indenture has been duly
authorized, executed and delivered by the
Company and constitutes a valid and legally
binding agreement of the Company, enforceable
in accordance with its terms, subject to
bankruptcy, insolvency, reorganization and
other laws of general applicability relating
to or affecting the enforcement of creditors'
rights and to general equity principles;

(D) that any supplemental indenture
referred to in (A) above has been duly
authorized, executed and delivered by the
Company and constitutes a legal, valid and
legally binding agreement of the Company,
enforceable in accordance with its terms,
subject to bankruptcy, insolvency,
reorganization and other laws of general
applicability relating to or affecting the
enforcement of creditors' rights and to
general equity principles;

(E) that the Notes, when authenticated
and delivered by the Trustee and issued by
the Company in the manner and subject to any
conditions specified in such Opinion of
Counsel, will constitute legal, valid and
legally binding obligations of the Company,
enforceable in accordance with their terms,
subject to bankruptcy, insolvency,
reorganization and other laws of general
applicability relating to or affecting the
enforcement of creditors' rights and to
general equity principles;

(F) that all laws and requirements in
respect of the execution, delivery and sale
by the Company of the Notes have been
complied with;

(G) that the Company is not in default
in any of its obligations under this
Indenture, and that the issuance of the Notes
will not result in any such default; and

(H) such other matters as the Trustee
may reasonably request.

(d) The Trustee shall have the right to decline to
authenticate and deliver any Note:

(1) if the issuance of such Note pursuant to this
Indenture will affect the Trustee's own rights, duties
or immunities under the Notes and this Indenture or
otherwise in a manner which is not reasonably
acceptable to the Trustee;

(2) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken;
or

(3) if the Trustee in good faith by its Board of
Directors, executive committee or a trust committee of
directors and/or responsible officers in good faith
determines that such action would expose the Trustee to
personal liability to holders of any outstanding Notes.

(e) No Note shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless
there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture, provided, however,
that if any Note shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the
Company shall deliver such Note to the Trustee for cancellation
as provided in Section 2.09, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits
of this Indenture.

Section 2.06. Exchange and Registration of Transfer of
Notes.

(a) Subject to Section 2.12, Notes may be exchanged
for one or more new Notes, of any authorized denominations and of
a like aggregate principal amount and stated maturity and having
the same terms and Original Issue Date or Dates. Notes to be
exchanged shall be surrendered at any of the offices or agencies
to be maintained by the Company for such purpose as provided in
Section 6.02, and the Company shall execute and register and the
Trustee shall authenticate and deliver in exchange therefor the
Note or Notes which the Noteholder making the exchange shall be
entitled to receive.

(b) The Trustee on behalf of the Company shall keep, at
one of said offices or agencies, a register in which, subject to
such reasonable regulations as it or the Company may prescribe,
the Trustee shall register or cause to be registered Notes and
shall register or cause to be registered the transfer of Notes as
in this Article Two provided. Such register shall be in written
form or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times such
register shall be open for inspection by the Trustee. Upon due
presentment for registration of transfer of any Note at any such
office or agency, the Company shall execute and register or cause
to be registered and the Trustee shall authenticate and make
available for delivery, in the name of the transferee or
transferees, one or more new Notes, of any authorized
denominations and of a like aggregate principal amount and stated
maturity and having the same terms and Original Issue Date or
Dates.

(c) All Notes presented for registration of transfer
or for exchange, redemption or payment shall (if so required by
the Company) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the
Company and the Trustee duly executed by, the holder or the
attorney of such holder duly authorized in writing.

(d) No service charge shall be made for any exchange
or registration of transfer of Notes, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

(e) The Company shall not be required to exchange or
register a transfer of any Notes selected, called or being called
for redemption except, in the case of any Note to be redeemed in
part, the portion thereof not to be so redeemed.

(f) If the principal amount and any applicable premium
or part, but not all of a Global Note is paid, then upon
surrender to the Trustee of such Global Note, the Company shall
execute, and the Trustee shall authenticate, and make available
for delivery, a Global Note in an authorized denomination in
aggregate principal amount equal to, and having the same terms
and Original Issue Date or Dates as, the unpaid portion of such
Global Note.

Section 2.07. Mutilated, Destroyed, Lost or Stolen
Notes.

(a) In case any temporary or definitive Note shall
become mutilated or be destroyed, lost or stolen, the Company in
its discretion may execute, and upon its request the Trustee
shall authenticate and deliver, a new Note of like form and
principal amount and having the same terms and Original Issue
Date or Dates and bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note,
or in lieu of and in substitution for the Note so destroyed, lost
or stolen. In every case the applicant for a substituted Note
shall furnish to the Company, the Trustee, any Authenticating
Agent or Note registrar such security or indemnity as may be
required by them to save each of them harmless, and, in every
case of destruction, loss or theft of a Note, the applicant shall
also furnish to the Company and to the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Note and
of the ownership thereof.

(b) The Trustee may authenticate any such substituted
Note and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance
of any substituted Note, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses
connected therewith. In case any Note which has matured or is
about to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substituted Note,
pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Note) if the applicant
for such payment shall furnish to the Company, the Trustee, any
Authenticating Agent or Note registrar such security or indemnity
as may be required by them to save each of them harmless and, in
case of destruction, loss or theft, evidence satisfactory to the
Company and the Trustee of the destruction, loss or theft of such
Note and of the ownership thereof.

(c) Every substituted Note issued pursuant to this
Section 2.07 by virtue of the fact that any Note is destroyed,
lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not such destroyed, lost or
stolen Note shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder. All Notes
shall be held and owned upon the express condition that, to the
extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes and shall preclude any and all
other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other
securities without their surrender.

Section 2.08. Temporary Notes. Pending the
preparation of definitive Notes, the Company may execute and the
Trustee shall authenticate and make available for delivery,
temporary Notes (printed, lithographed or otherwise reproduced).
Temporary Notes shall be issuable in any authorized denomination
and substantially in the form of the definitive Notes but with
such omissions, insertions and variations as may be appropriate
for temporary Notes, all as may be determined by the Company.
Every such temporary Note shall be authenticated by the Trustee
upon the same conditions and in substantially the same manner,
and with the same effect, as the definitive Notes. Without
unreasonable delay the Company will execute and register and will
deliver to the Trustee definitive Notes and thereupon any or all
temporary Notes may be surrendered in exchange therefor, at the
Corporate Trust Office of the Trustee, and the Trustee shall
authenticate and deliver in exchange for such temporary Notes an
equal aggregate principal amount of definitive Notes. Such
exchange shall be made by the Company at its own expense and
without any charge therefor to the Noteholders. Until so
exchanged, the temporary Notes shall in all respects be entitled
to the same benefits under this Indenture as definitive Notes
authenticated and made available for delivery hereunder.

Section 2.09. Cancellation of Notes Paid, etc. All
Notes surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall be surrendered to the
Trustee for cancellation and promptly cancelled by it and no
Notes shall be issued in lieu thereof except as expressly
permitted by this Indenture. All Notes so cancelled shall be
retained by the Trustee. If the Company shall acquire any of the
Notes, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by
such Notes unless and until the same are cancelled by the
Trustee.

Section 2.10. Interest Rights Preserved. Each Note
delivered under this Indenture upon transfer of or in exchange
for or in lieu of any other Note shall carry all the rights to
unpaid Accrued Interest, and interest to accrue, which were
carried by such other Note, and each such Note shall be so dated
that neither gain nor loss of interest shall result from such
transfer, exchange or substitution.

Section 2.11. Payment of Notes. The principal of and
any premium and Accrued Interest on all Notes shall be payable as
follows:

(a) On or before 10:00 a.m., New York City time, of
the day on which payment of principal, Accrued Interest and
premium is due on any Global Note pursuant to the terms thereof,
the Company shall deliver to the Trustee immediately available
funds sufficient to make such payment. On or before 10:30 a.m.,
New York City time or such other time as shall be agreed upon
between the Trustee and the Depositary, of the day on which such
payment is due, the Trustee shall deposit with the Depositary
such funds by wire transfer into the account specified by the
Depositary. As a condition to the payment at the Maturity of any
part of the principal and applicable premium of any Global Note,
the Depositary shall surrender, or cause to be surrendered, such
Global Note to the Trustee, whereupon a new Global Note shall be
issued to the Depositary pursuant to Section 3.03(d).

(b) With respect to any Note that is not a Global
Note, principal, any premium and Accrued Interest due at the
Maturity of such Note shall be payable in immediately available
funds when due upon presentation and surrender of such Note at
the Corporate Trust Office of the Trustee. Accrued Interest on
any Note that is not a Global Note (other than Accrued Interest
payable at the maturity date) shall be paid in a clearinghouse
funds check mailed on the Interest Payment Date; provided,
however, that if any holder of Notes, the aggregate principal
amount of which equals or exceeds $10,000,000, provides a written
request to the Trustee on or before the applicable Record Date
for such Interest Payment Date, Accrued Interest on such
principal amount shall be paid by wire transfer of immediately
available funds to a bank within the continental United States or
by direct deposit into the account of such holder if such account
is maintained with the Trustee.

Section 2.12. Notes Issuable in the Form of a Global
Note.

(a) If the Company shall establish pursuant to Section
2.05 that the Notes of a particular series are to be issued in
whole or in part in the form of one or more Global Notes, then
the Company shall execute and the Trustee shall, in accordance
with Section 2.05 and the Company Order delivered to the Trustee
thereunder, authenticate and make available for delivery, such
Global Note or Notes, which (1) shall represent, shall be
denominated in an amount equal to the aggregate principal amount
of, and shall have the same terms as, the outstanding Notes to be
represented by such Global Note or Notes, (2) shall be registered
in the name of the Depositary or its nominee, (3) shall be
delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction and (4) shall bear a legend
substantially to the following effect: "Unless and until it is
exchanged in whole or in part for the individual Notes
represented hereby, this Global Note may not be transferred
except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such
successor Depositary."

(b) Notwithstanding any other provision of Section
2.06 or of this Section 2.12, unless the terms of a Global Note
expressly permit such Global Note to be exchanged in whole or in
part for individual Notes, a Global Note may be transferred, in
whole but not in part, only to a nominee of the Depositary, or by
a nominee of the Depositary to the Depositary, or to a successor
Depositary for such Global Note selected or approved by the
Company or to a nominee of such successor Depositary.

(c) (1) If at any time the Depositary for a Global
Note notifies the Company that such Depositary is unwilling or
unable to continue as Depositary for such Global Note or if at
any time the Depositary for a Global Note shall no longer be
eligible or in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depositary with respect to such
Global Note. If a successor Depositary for such Global Note is
not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the
Company's election pursuant to Section 2.05(c)(6) shall no longer
be effective with respect to such Global Note and the Company
shall execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of individual Notes of such
series in exchange for such Global Note, shall authenticate and
make available for delivery, individual Notes of such series of
like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such Global Note in
exchange for such Global Note. The Trustee shall not be charged
with knowledge of notice of the ineligibility of a Depositary
unless a responsible officer assigned to and working in its
corporate trustee administration department shall have actual
knowledge thereof.

(2) The Company may at any time and in its sole
discretion determine that all outstanding (but not less than all)
the Notes issued or issuable in the form of one or more Global
Notes shall no longer be represented by such Global Note or
Notes. In such event the Company shall execute, and the Trustee,
upon receipt of a Company Order for the authentication and
delivery of individual Notes in exchange for such Global Note,
shall authenticate and make available for delivery, individual
Notes of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global
Note or Notes in exchange for such Global Note or Notes.

(3) If agreed upon by the Company and the
Depositary with respect to Notes issued in the form of a Global
Note, the Depositary for such Global Note shall surrender such
Global Note in exchange in whole or in part for individual Notes
of like tenor and terms in definitive form on such terms as are
acceptable to the Company and such Depositary. Thereupon the
Company shall execute, and the Trustee shall authenticate and
make available for delivery, without a service charge, (A) to
each Person specified by the Depositary, a new Note or Notes of
like tenor and terms, and of any authorized denomination as
requested by such Person, in aggregate principal amount equal to
and in exchange for the beneficial interest of such Person in
such Global Note; and (B) to such Depositary a new Global Note of
like tenor and terms and in a denomination equal to the
difference, if any, between the principal amount of the
surrendered Global Note and the aggregate principal amount of
Notes delivered to Holders thereof.

(4) In any exchange provided for in Section
2.12(c)(1),(2) or (3), the Company will execute and the Trustee
will authenticate and make available for delivery, individual
Notes in definitive registered form in authorized denominations.
Upon the exchange of a Global Note for individual Notes, such
Global Note shall be cancelled by the Trustee. Notes issued in
exchange for a Global Note pursuant to this Section 2.12 shall be
registered in such names and in such authorized denominations as
the Depositary for such Global Note, pursuant to instructions
from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Notes to
the Depositary for delivery to the Persons in whose names such
Notes are so registered, or if the Depositary shall refuse or be
unable to deliver such Notes, the Trustee shall deliver such
Notes to the Persons in whose names such Notes are registered,
unless otherwise agreed upon by the Trustee and the Company.

(d) Neither the Company, the Trustee or any
Authenticating Agent will have any responsibility or liability
for any aspect of the records relating to, or payments made on
account of, beneficial ownership interests in a Global Note or
for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

(e) Pursuant to the provisions of this subsection, at
the option of the Trustee and upon thirty days' written notice to
the Depositary, the Depositary shall be required to surrender any
two or more Global Notes which have identical terms, including,
without limitation, identical maturities, interest rates and
redemption provisions (but which may have differing Original
Issue Dates) to the Trustee, and the Company shall execute and
the Trustee shall authenticate and deliver to, or at the
direction of, the Depositary a Global Note in principal amount
equal to the aggregate principal amount of, and with all terms
identical to, the Global Notes so surrendered to the Trustee, and
such new Global Note shall indicate each applicable Original
Issue Date and the principal amount applicable to each such
Original Issue Date. The exchange contemplated in this
subsection shall be consummated at least 30 days prior to any
Interest Payment Date applicable to any of the Global Notes so
surrendered to the Trustee. Upon any exchange of any Global Note
with two or more original Issue Dates, whether pursuant to this
Section or pursuant to Section 2.06 or Section 3.03, the
aggregate principal amount of the Notes with a particular
Original Issue Date shall be the same before and after such
exchange, giving effect to any retirement of Notes and the
Original Issue Dates applicable to such Notes occurring in
connection with such exchange.

Section 2.13. CUSIP Numbers. The Company in issuing
Notes may use CUSIP numbers (if then generally in use), and, if
so, the Trustee shall use CUSIP numbers in notices of redemption
Notes as a convenience to Noteholders, provided, that any such
notice may state that no representation is made as to the
correctness of such CUSIP numbers either as printed on the Notes
or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any
defect in or omission of such numbers.

ARTICLE THREE.

Redemption of Notes

Section 3.01. Applicability of Article. The
provisions of this Article Three shall be applicable to any Notes
which are redeemable prior to their stated maturity date.

Section 3.02. Notice of Redemption; Selection of
Notes.

(a) The election of the Company to redeem any Notes
shall be evidenced by a Board Resolution which shall be given
with notice of redemption to the Trustee ten Business Days prior
to the giving of the notice of redemption to holders of such
Notes.

(b) Notice of redemption to each holder of Notes to be
redeemed as a whole or in part shall be given in the manner
provided in Section 15.10 no less than 30 nor more than 60 days
prior to the date fixed for redemption. Any notice which is
given in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Noteholder
receives the notice. In any case, failure duly to give such
notice, or any defect in such notice, to the holder of any Note
designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other
Note.

(c) Each such notice shall specify the date fixed for
redemption, the places of redemption and the redemption price at
which such Notes are to be redeemed, and shall state that payment
of the redemption price of such Notes or portion thereof to be
redeemed will be made on surrender of such Notes at such places
of redemption, that Accrued Interest to the date fixed for
redemption will be paid as specified in such notice, and that
from and after such date interest thereon will cease to accrue.
If less than all the Notes having the same terms are to be
redeemed, the notice shall specify the Notes or portions thereof
to be redeemed. In case any Note is to be redeemed in part only,
the notice which relates to such Note shall state the portion of
the principal amount thereof to be redeemed (which shall be
$1,000 or any integral multiple thereof), and shall state that,
upon surrender of such Note, a new Note or Notes having the same
terms in aggregate principal amount equal to the unredeemed
portion thereof will be issued.

(d) If less than all of the Notes having the same
terms are to be redeemed, the Trustee shall select in such manner
as it shall deem appropriate and fair in its discretion the
particular Notes to be redeemed as a whole or in part and shall
thereafter promptly notify the Company in writing of the Notes so
to be redeemed. Notes shall be redeemed only in denominations of
$1,000, provided, that any remaining principal amount of a Note
redeemed in part shall be at least $1,000.

(e) If at the time of the mailing of any notice of
redemption the Company shall not have irrevocably directed the
Trustee to apply funds deposited with the Trustee or held by it
and available to be used for the redemption of Notes to redeem
all the Notes called for redemption, such notice may state that
it is subject to the receipt of the redemption moneys by the
Trustee before the date fixed for redemption and that such notice
shall be of no effect unless such moneys are so received before
such date.

Section 3.03. Payment of Notes on Redemption; Deposit
of Redemption Price.

(a) If notice of redemption shall have been given as
provided in Section 3.02, such Notes or portions of Notes called
for redemption shall become due and payable on the date and at
the places stated in such notice at the applicable redemption
price, together with Accrued Interest to the date fixed for
redemption of such Notes, and on and after such date fixed for
redemption, provided that the Company shall have deposited with
the Trustee on such date of redemption the amount sufficient to
pay the redemption price together with Accrued Interest to the
date fixed for redemption. Interest on the Notes or portions
thereof so called for redemption shall cease to accrue and such
Notes or portions thereof shall be deemed not to be entitled to
any benefit under this Indenture except to receive payment of the
redemption price together with Accrued Interest thereon to the
date fixed for redemption. On presentation and surrender of such
Notes at such a place of payment in such notice specified, such
Notes or the specified portions thereof shall be paid and
redeemed at the applicable redemption price, together with
Accrued Interest thereon to the date fixed for redemption.

(b) The Company shall not mail any notice of
redemption of Notes during the continuance of any Event of
Default, except (1) that where notice of redemption of any Notes
has been mailed, the Company shall redeem such Notes provided
that funds have theretofore been deposited for such purpose, and
(2) that notices of redemption of all outstanding Notes may be
given during the continuance of an Event of Default.

(c) If any Note called for redemption shall not be so
paid upon surrender thereof for redemption, the principal of and
any premium on such Note, shall until paid bear interest from
the date set for redemption at the rate borne by such Note.

(d) Upon surrender of any Note redeemed in part only,
the Company shall execute and register, and the Trustee shall
authenticate and make available for delivery, a new Note or Notes
of authorized denominations in aggregate principal amount equal
to, and having the same terms and Original Issue Date or Dates
as, the unredeemed portion of the Note so surrendered.

ARTICLE FOUR

Mortgage Bonds.

Section 4.01. Issuance Restrictions. So long as any
Notes are outstanding, the Company will not (a) issue additional
Mortgage Bonds except to replace any mutilated, lost, destroyed
or stolen Mortgage Bonds or to effect exchanges and transfers of
Mortgage Bonds or (b) subject to the lien of the Mortgage
Indenture any property which is the "Excepted Property" under the
Mortgage Indenture, unless (i) concurrently with the issuance of
such Mortgage Bonds or subjection of any such property to such
lien, the Company issues, and the trustee under the Mortgage
Indenture authenticates and delivers to the Trustee, a Mortgage
Bond or Bonds in an aggregate principal amount equal to the
aggregate principal amount of the Notes then outstanding, and
(ii) concurrently with and as a condition precedent to the
issuance of any Notes thereafter, the Company issues, and the
trustee under the Mortgage Indenture authenticates and delivers
to the Trustee, a Mortgage Bond or Bonds in an aggregate
principal amount equal to the aggregate principal amount of the
Notes to be issued, and in each such case such Mortgage Bonds
shall have the same stated maturity, bear interest at the same
rates, have redemption and other terms and provisions which are
the same as, the Notes then outstanding or to be issued, as the
case may be.

Section 4.02. Mortgage Bonds held by the Trustee.
Mortgage Bonds delivered to the Trustee pursuant to Section 4.01
shall be fully registered in the name of the Trustee, which shall
hold such Mortgage Bonds in trust for the benefit of the holders
from time to time of the Notes, to provide the security of the
Mortgage Bonds for (a) the full and prompt payment of the
principal of each Note when and as the same shall become due in
accordance with the terms and provisions of this Indenture,
either at the stated maturity thereof, upon declaration of
acceleration of the maturity thereof or upon call for redemption,
and (b) the full and prompt payment of any premium and interest
on each Note when and as the same shall become due in accordance
with the terms and provisions of this Indenture.

Section 4.03. Trustee to Exercise Rights of Mortgage
Bondholder. As the holder of Mortgage Bonds, the Trustee shall
have and exercise all of the rights of a holder of Mortgage Bonds
possessed under the Mortgage Indenture.

Section 4.04. No Transfer of Mortgage Bonds;
Exception. Except as required to effect an assignment to a
successor trustee under this Indenture, the Trustee shall not
sell, assign or transfer any Mortgage Bonds held by it and the
Company shall issue stop transfer instructions to the Mortgage
Trustee and any transfer agent under the Mortgage Indenture to
effect compliance with this Section 4.04.

Section 4.05. Release of Mortgage Bonds. When (a) all
of the principal of and any premium and interest on all Notes
shall have been paid or provision therefor duly made in
accordance with this Indenture, or (b) all Notes shall have been
delivered to the Trustee for cancellation by or on behalf of the
Company, or (c) no Note is any longer outstanding under this
Indenture and all conditions in Article Five have been satisfied,
the Trustee shall upon request of the Company, within five
Business Days thereafter, deliver to the Company without charge
all Mortgage Bonds, together with such appropriate instruments of
release as may be required; the Mortgage Bonds so acquired by the
Company shall be delivered to the Mortgage Trustee for
cancellation.

Section 4.06. Voting of Mortgage Bonds.

(a) The Trustee, as holder of Mortgage Bonds, shall
attend meetings of Bondholders under the Mortgage Indenture and
either at such meeting, or otherwise when the consent of holders
of Mortgage Bonds is sought without a meeting, the Trustee shall
vote the outstanding principal amount of the Mortgage Bonds, or
shall consent with respect thereto, proportionally with respect
to all other Mortgage Bonds then outstanding and eligible to vote
or consent.

(b) Notwithstanding Section 4.06(a), the Trustee shall
not vote any portion of the outstanding principal amount of the
Mortgage Bonds in favor of, or give its consent to, any action
which, in the opinion of the Trustee, would materially adversely
affect the interests of the Noteholders, except with the
appropriate consent of the Noteholders.

Section 4.07. Discharge of Mortgage Indenture. The
Trustee shall surrender for cancellation to the Mortgage Trustee
all Mortgage Bonds then held by the Trustee and issued under the
Mortgage Indenture upon receipt by the Trustee of:

(a) an Officer's Certificate requesting such surrender
for cancellation of such Mortgage Bonds, and to the effect that
no Mortgage Bonds are outstanding under the Mortgage Indenture
other than Mortgage Bonds held by the Trustee hereunder and that
promptly upon such surrender the Mortgage Indenture will be
satisfied and discharged pursuant to the terms thereof; and

(b) an Opinion of Counsel to the effect that upon
satisfaction and discharge of the Mortgage Indenture the property
formerly subject to the lien of the Mortgage Indenture will be
subject to no lien except Permitted Encumbrances.

ARTICLE FIVE.

Satisfaction and Discharge; Unclaimed Moneys.

Section 5.01. Satisfaction and Discharge.

(a) If at any time

(1) the Company shall have paid or caused to be
paid the principal of and premium, if any, and interest
on all the outstanding Notes, as and when the same
shall have become due and payable, or

(2) the Company shall have delivered to the
Trustee for cancellation all Notes theretofore
authenticated (other than any Notes which shall have
been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.07
hereof), or

(3) (A) all such Notes not theretofore delivered
to the Trustee for cancellation shall have become due
and payable, or are by their terms to become due and
payable within the year or are to be called for
redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of
redemption, and (B) the Company shall have irrevocably
deposited or caused to be irrevocably deposited with
the Trustee as trust funds the entire amount in cash
(other than moneys repaid by the Trustee or any paying
agent to the Company in accordance with Section 5.03 or
moneys paid to any State or to the District of Columbia
pursuant to its unclaimed property or similar laws),
U.S. Government Obligations maturing as to principal
and interest in such amounts and at such times as will
insure the availability of cash, or a combination of
cash and U.S. Government Obligations, sufficient to pay
at maturity all outstanding Notes not theretofore
delivered to the Trustee for cancellation, including
principal and any premium and interest due or to become
due to such date of maturity, as the case may be, and
if, in any such case, the Company shall also pay or
cause to be paid all other sums payable hereunder by
the Company, then this Indenture shall cease to be of
further effect (except as to (i) rights of registration
of transfer and exchange of Notes, (ii) substitution of
apparently mutilated, defaced, destroyed, lost or
stolen Notes, (iii) rights of Noteholders to receive
payments of principal thereof and any premium and
interest thereon, upon the original stated due dates
therefor (but not upon acceleration of maturity), (iv)
the rights, obligations and immunities of the Trustee
hereunder and (v) the rights of the holders of Notes as
beneficiaries hereof with respect to the property so
deposited with the Trustee payable to all or any of
them), and the Trustee, on demand of the Company
accompanied by an Officers' Certificate and an Opinion
of Counsel and at the cost and expense of the Company,
shall execute proper instruments acknowledging such
satisfaction of and discharging this Indenture.
Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the
Trustee under Section 9.06 shall survive.

(b) The Company shall be deemed to have been
Discharged from its obligations with respect to the Notes on the
91st day after the applicable conditions set forth below have
been satisfied:

(1) the Company shall have deposited or caused
to be deposited irrevocably with the Trustee as trust
funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the holders of
the Notes

(A) money in an amount, or

(B) U.S. Government Obligations, or a
combination of money and U.S. Government
Obligations, which through the payment of interest
and principal in respect thereof in accordance
with their terms will provide, in the opinion of
an accountant, who is also an employee of the
Company, expressed in a written certification
thereof delivered to the Trustee, not later than
one day before the due date of any payment, money
in an amount sufficient to pay and discharge each
installment of principal of and any premium and
interest on the outstanding Notes on the dates
such installments of interest or principal are
due, provided that the Trustee shall have been
irrevocably instructed to apply such money or the
proceeds of such U.S. Government Obligations to
the payment of such installments of principal of
and any premium and interest with respect to the
outstanding Notes; and

(2) no Event of Default or event (including such
deposit) which with notice or lapse of time would
become an Event of Default with respect to the Notes
shall have occurred and be continuing on the date of
such deposit.

(c) "Discharged" means that the Company shall be
deemed to have paid and discharged the entire indebtedness
represented by, and obligations under, the Notes and to have
satisfied all the obligations under this Indenture relating to
the Notes (and the Trustee, on demand of the Company accompanied
by an Officers' Certificate and an Opinion of Counsel and at the
expense of the Company, shall execute proper instruments
acknowledging the same), except

(1) the rights of holders of the Notes to
receive, from the trust fund described in Section
5.01(b)(1), payments of the principal of and interest
on the Notes when such payments become due;

(2) the Company's obligations with respect to the
Notes under Sections 2.06, 2.07, 5.02, 5.03 and 6.02;
and

(3) the rights, powers, trusts, duties and
immunities of the Trustee with respect to the Notes as
specified in this Indenture, including the rights of
the Trustee to receive payment or reimbursement of
compensation and expenses pursuant to Section 9.06.

Section 5.02. Deposited Moneys to Be Held in Trust by
Trustee. All moneys and U.S. Government Obligations deposited
with the Trustee pursuant to Section 5.01 shall be held in trust
and applied by it to the payment, either directly or through any
paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Notes for the payment or
redemption of which such moneys and U.S. Government Obligations
have been deposited with the Trustee, of all sums due and to
become due thereon for principal and premium, if any, and
interest.

Section 5.03. Return of Unclaimed Moneys. Any moneys
deposited with or paid to the Trustee for payment of the
principal of or any premium or interest on any Notes and not
applied but remaining unclaimed by the holders of such Notes for
two years after the date upon which the principal of or any
premium or interest on such Notes, as the case may be, shall have
become due and payable, shall be repaid to the Company by the
Trustee on written demand and all liability of the Trustee shall
thereupon cease; and any holder of any of such Notes shall
thereafter look only to the Company for any payment which such
holder may be entitled to collect; provided, however, that the
Trustee before being required to make any such repayment, may at
the expense of the Company cause to be mailed to such holder
notice that such money remains unclaimed and that, after a date
specified therein which shall not be less than 30 days from the
date of such mailing, any unclaimed balance of such money then
remaining will be repaid to the Company.

Section 5.04. Reinstatement. If the Trustee is unable
to apply any money or U.S. Government Obligations in accordance
with Section 5.01 by reason of any legal proceeding or any order
or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture with respect to the
Notes to which such money or U.S. Government Obligations were to
have been applied shall be revived and reinstated as though no
deposit had occurred pursuant to Section 5.01 until such time as
the Trustee is permitted to apply such money or U.S. Government
Obligations in accordance with Section 5.01; provided, however,
that if the Company has made any payment of principal of or any
premium or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of
the holders of such Notes to receive such payment from the money
or U.S. Government Obligations held by the Trustee.

ARTICLE SIX.

Particular Covenants of the Company.

Section 6.01. Payment of Principal, Premium and
Interest. The Company covenants and agrees for the benefit of
the holders of the Notes that it will duly and punctually pay or
cause to be paid the principal of and any premium and interest on
each of the Notes at the places, at the respective times and in
the manner provided in such Notes.

Section 6.02. Office for Notices and Payments, etc.
So long as any of the Notes remain outstanding, the Company will
maintain in the Borough of Manhattan, The City and State of New
York, an office or agency where the Notes may be presented for
registration of transfer and for exchange as in this Indenture
provided, and where, at any time when the Company is obligated to
make a payment upon Notes (other than an interest payment as to
which it has exercised its option to make such payment by check),
the Notes may be presented for payment, and shall maintain at any
such office or agency and at its principal office an office or
agency where notices and demands to or upon the Company in
respect of the Notes or of this Indenture may be served, provided
that the Company may maintain at its principal executive offices,
one or more other offices or agencies for any or all of the
foregoing purposes; the Company hereby appoints the Trustee as
agent of the Company for the foregoing purposes. The Company
will give to the Trustee written notice of the location of each
such office or agency and of any change of location thereof. In
case the Company shall fail to maintain any such office or agency
or shall fail to give such notice of the location or of any
change in the location thereof, presentations may be made and
notices and demands may be served at the corporate trust office
of the Trustee.

Section 6.03. Appointments to Fill Vacancies in
Trustee's Office. The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the
manner provided in Section 9.11, a Trustee, so that there shall
at all times be a Trustee hereunder.

Section 6.04. Annual Statement and Notice. (a) The
Company will deliver to the Trustee within 120 days after the end
of each fiscal year of the Company, beginning with the fiscal
year ending December 31, 1996, an Officers' Certificate which
complies with TIA Section 314(a)(4) stating that in the course of
the performance by the signers of their duties as officers of the
Company they would obtain knowledge of any default by the Company
in the performance of any covenant contained in this Indenture or
an Event of Default stating whether they have obtained knowledge
of any such default and, if so, specifying each such default or
such Event of Default of which the signers have knowledge, and
the nature and status thereof.

(b) The Company shall give to the Trustee written
notice of the occurrence of an Event of Default within five days
after the Company becomes aware of such occurrence.

Section 6.05. Corporate Existence. Subject to Article
Twelve, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory) and
franchises; provided however, that the Company shall not be
required to preserve any such right or franchise if the Company
shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company.

Section 6.06. Limitation Upon Mortgages and Liens.
The Company will not at any time directly or indirectly create or
assume and will not cause or permit a Subsidiary directly or
indirectly to create or assume, except in favor of the Company or
a Wholly-Owned Subsidiary, any mortgage, pledge or other lien or
encumbrance upon any Principal Facility or any interest it may
have therein or upon any stock of any Regulated Subsidiary or any
indebtedness of any Subsidiary to the Company or any other
Subsidiary, whether now owned or hereafter acquired, without
making effective provision (and the Company covenants that in
such case it will make or cause to be made, effective provision)
whereby the outstanding Notes and any other indebtedness of the
Company then entitled thereto shall be secured by such mortgage,
pledge, lien or encumbrance equally and ratably with any and all
other obligations and indebtedness thereby secured, so long as
any such other obligations and indebtedness shall be so secured;
provided, however, that the foregoing covenant shall not be
applicable to the lien of the Mortgage Indenture or Permitted
Encumbrances.

Section 6.07. Waiver of Certain Covenants. The
Company may omit in any particular instance to comply with any
term, provision or condition set forth in Article Four or
Section 6.06 (and if so specified, any other covenant not set
forth herein and specified pursuant to Section 2.05 to be
applicable to any Notes, except as otherwise provided pursuant to
Section 2.05), if before the time for such compliance the holders
of at least a majority in aggregate principal amount of the Notes
then outstanding shall either waive such compliance in such
instance or generally waive compliance with such term, provision
or condition, but no waiver shall extend to or affect such term,
provision or condition except to the extent expressly so waived,
and, until such waiver shall become effective, the obligations of
the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and
effect.

ARTICLE SEVEN.

Noteholder Lists and Reports by the Company
and the Trustee.

Section 7.01. Noteholder Lists. If it is not the
registrar for the Notes, the Company will, so long as any Notes
are outstanding under this Indenture, furnish or cause to be
furnished to the Trustee within 15 days prior to each Interest
Payment Date on Notes from time to time outstanding, and at such
other times as the Trustee, may request in writing, the
information required by TIA Section 312(a), which the Trustee
shall preserve as required by TIA Section 312(a). The Trustee
shall also comply with TIA Section 312(b), but the Trustee, the
Company and each Person acting on behalf of the Trustee or the
Company shall have the protection of TIA Section 312(c).

Section 7.02. Securities and Exchange Commission
Reports. The Company shall (a) file with the Trustee, within 15
days after the Company is required to file the same with the
Securities and Exchange Commission, copies of the reports,
information and documents (or portions thereof) required to be so
filed pursuant to TIA Section 314(a), and (b) comply with the
other provisions of TIA Section 314(a).

Section 7.03. Reports by the Trustee. The Trustee
shall (a) transmit within 60 days after August 15 in each year,
beginning with the year 1997, to the Noteholders specified in TIA
Section 3.13(c) and to the Securities and Exchange Commission, a
brief report dated as of such August 15 and complying with the
requirements of TIA Section 313(a), but no report shall be
required if no event described in TIA Section 313(a) shall have
occurred within the previous twelve months ending on such date.
The Trustee shall also comply with the other provisions of TIA
Section 313(b)(2).

ARTICLE EIGHT.

Remedies of the Trustee and Noteholders
on Event of Default.

Section 8.01. Events of Default.

(a) In case one or more of the following Events of
Default shall have occurred and be continuing with respect to the
Notes:

(1) default in the payment of any installment of
interest upon any of the Notes as and when the same
shall become due and payable, and continuance of such
default for a period of 30 days; or

(2) default in the payment of the principal of or
any premium on any of the Notes as and when the same
shall become due and payable, and continuance of such
default for a period of one day (whether at the stated
maturity thereof or upon declaration of acceleration or
call for redemption or otherwise); or

(3) failure on the part of the Company duly to
observe or perform any other of the covenants or
agreements on the part of the Company contained in the
Notes or in this Indenture for a period of 60 days
after the date on which written notice of such failure,
requiring the same to be remedied and stating that such
notice is a "Notice of Default" hereunder, shall have
been given to the Company by the Trustee by registered
mail, or to the Company and the Trustee by the holders
of at least 25% in aggregate principal amount of the
Notes at the time outstanding provided, however, that,
subject to Sections 9.01 and 6.04, the Trustee shall
not be deemed to have knowledge of such failure unless
either (A) a responsible officer of the Trustee shall
have actual knowledge of such failure, or (B) the
Trustee shall have received written notice thereof from
the Company or any Noteholder; or

(4) default (i) in the payment of any principal
of or interest on any Indebtedness of the Company
(other than the Notes), or on any Indebtedness of any
Subsidiary of the Company which is recourse to the
Company, aggregating more than $15,000,000 in principal
amount, when due after giving effect to any applicable
grace period or (ii) in the performance of any other
term or provision of any such Indebtedness (other than
Notes) in excess of $15,000,000 principal amount that
results in such Indebtedness becoming or being declared
due and payable prior to the date on which it would
otherwise become due and payable, and such acceleration
shall not have been rescinded or annulled, or such
Indebtedness shall not have been discharged, within a period
of 15 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the
Company and the Trustee by the holders of at least 25% in
principal amount of the Notes then outstanding, a written
notice specifying such default or defaults and stating that
such notice is a "Notice of Default" hereunder; or

(5) the entry against the Company or any
Subsidiary of any judgment or order for the payment of
money in excess of $10,000,000 and either
(x) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order or
(y) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise,
shall not be in effect; or

(6) the entry of a decree or order by a court
having jurisdiction in the premises for relief in
respect of the Company under Title 11 of the United
States Code, as now constituted or hereafter amended,
or any other applicable Federal or State bankruptcy,
insolvency or other similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official of the Company or of
any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days; or

(7) the filing by the Company of a petition or
answer or consent seeking relief under Title 11 of the
United States Code, as now constituted or hereafter
amended, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, or the
consent by it to the institution of proceedings
thereunder or to the filing of any such petition or to
the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Company or of any
substantial part of its property, or the failure of the
Company generally to pay its debts as such debts become
due, or the taking of corporate action by the Company
in furtherance of any such action; or

(8) any other Event of Default provided with respect
to the particular Note specified in the applicable Company
Order;

then and in each and every such case, unless the principal of all
of the Notes shall have already become due and payable, either
the Trustee or the holders of a majority in aggregate principal
amount of the Notes then outstanding, by notice in writing to the
Company (and to the Trustee if given by Noteholders), may declare
the principal of all the Notes to be due and payable immediately
and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the
Notes contained to the contrary notwithstanding. This provision,
however, is subject to the condition that if, at any time after
the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the
moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee
a sum sufficient to pay all matured installments of interest upon
all of the Notes and the principal of and any premium on any and
all Notes which shall have become due otherwise than by
acceleration (with interest on overdue installments of interest,
to the extent that payment of such interest is enforceable under
applicable law, and on such principal and any premium at the rate
borne by the Notes to the date of such payment or deposit) and
all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any and all defaults
under this Indenture, other than the non-payment of principal of
and accrued interest on Notes which shall have become due by
acceleration of maturity, shall have been cured or waived -- then
and in every such case the holders of a majority in aggregate
principal amount of the Notes then outstanding, by written notice
to the Company and to the Trustee, may waive all such defaults
and rescind and annul such declaration and its consequences; but
no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair any right
consequent thereon.

(b) In case the Trustee shall have proceeded to
enforce any right under this Indenture and such proceedings shall
have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company
and the Trustee shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and
powers of the Company and the Trustee shall continue as though no
such proceeding had been taken.

Section 8.02. Payment of Notes on Default; Suit
Therefor.

(a) The Company covenants that in case of

(1) default in the payment of any installment of
interest upon any of the Notes as and when the same
shall become due and payable, and continuance of such
default for a period of 30 days; or

(2) default in the payment of the principal of or any
premium on any of the Notes as and when the same shall have
become due and payable, and continuance of such default for
a period of one day (whether at the stated maturity thereof
or upon declaration of acceleration or call for redemption
or otherwise)

then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Notes, the whole
amount that then shall have so become due and payable on all such
Notes for principal and any premium or interest, or both, as the
case may be, with interest upon the overdue principal and any
premium and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments
of interest at the rate borne by the Notes; and, in addition
thereto, such further amounts as shall be sufficient to cover the
costs and expenses of collection, including reasonable
compensation to the Trustee, its agents, attorneys and counsel,
and any expenses or liabilities incurred by the Trustee hereunder
other than through its negligence or bad faith.

(b) In case the Company shall fail forthwith to pay
such amounts upon such demand, the Trustee, in its own name and
as trustee of an express trust, shall be entitled and empowered
to institute any actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and
may enforce any such judgment or final decree against the Company
or any other obligor on the Notes and collect in the manner
provided by law out of the property of the Company or any other
obligor on such series of Notes wherever situated, the moneys
adjudged or decreed to be payable.

(c) In case there shall be pending proceedings for the
bankruptcy or for the reorganization of the Company or any other
obligor on the Notes under the Federal Bankruptcy Code or any
other applicable law, or in case a receiver or trustee shall have
been appointed for the property of the Company or such other
obligor, or in the case of any similar judicial proceedings
relative to the Company or other obligor upon the Notes, or to
the creditors or property of the Company or such other obligor,
the Trustee, irrespective of whether the principal of the Notes
shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to this Section 8.02, shall
be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole
amount of principal and any premium and interest owing and unpaid
in respect of the Notes, and, in case of any judicial
proceedings, to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the
claims of the Trustee (including any amounts due to the Trustee
under Section 9.06 hereof) and of the holders of Notes allowed in
such judicial proceedings relative to the Company or any other
obligor on the Notes, its or their creditors, or its or their
property, and to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute the
same after the deduction of its charges and expenses; and any
receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of the Noteholders to make such
payments to the Trustee, and, in the event that the Trustee shall
consent to the making of such payments directly to the holders of
any Notes, to pay to the Trustee any amount due to it for
compensation and expenses, including counsel fees and expenses
incurred by it up to the date of such distribution.

(d) All rights of action and of asserting claims under
this Indenture, or under any of the Notes, may be enforced by the
Trustee without the possession of any of the Notes, or the
production thereof in any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall be for the ratable
benefit of the holders of the Notes in respect of which such
action was taken.

(e) Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent or to accept or
adopt on behalf of any Noteholder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the
rights of any holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Noteholder in any such proceeding.

Section 8.03. Application of Moneys Collected by
Trustee. Any moneys collected by the Trustee with respect to any
of the Notes shall be applied in the order following, at the date
or dates fixed by the Trustee for the distribution of such
moneys, upon presentation of the several Notes, and stamping
thereon the payment, if only partially paid, and upon surrender
thereof if fully paid:

FIRST: To the payment of all amounts due to the
Trustee pursuant to Section 9.06;

SECOND: In case the principal of the outstanding
Notes in respect of which such moneys have been
collected shall not have become due and be unpaid, to
the payment of interest on the Notes, in the order of
the maturity of the installments of such interest, with
interest (to the extent allowed by law and to the
extent that such interest has been collected by the
Trustee) upon the overdue installments of interest at
the rate borne by the Notes, such payments to be made
ratably to the persons entitled thereto;

THIRD: In case the principal of the outstanding
Notes in respect of which such moneys have been
collected shall have become due, by declaration or
otherwise, to the payment of the whole amount then
owing and unpaid upon the Notes for principal and any
premium and interest thereon, with interest on the
overdue principal and any premium and (to the extent
allowed by law and to the extent that such interest has
been collected by the Trustee) upon overdue
installments of interest at the rate borne by the
Notes; and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon the
Notes, then to the payment of such principal and any
premium and interest without preference or priority of
principal and any premium over interest, or of interest
over principal and any premium or of any installment of
interest over any other installment of interest, or of
any Note over any other Note, ratably to the aggregate
of such principal and any premium and accrued and
unpaid interest; and

FOURTH: To the payment of the remainder, if any,
to the Company its successors or assigns, or to
whomsoever may lawfully be entitled to the same, or as
a court of competent jurisdiction may determine.

Section 8.04. Proceedings by Noteholders.

(a) No holder of any Note shall have any right by
virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture or for the appointment
of a receiver or trustee, or for any other remedy hereunder,
unless such holder previously shall have given to the Trustee
written notice of default with respect to such Note and of the
continuance thereof, as hereinabove provided, and unless also the
holders of not less than a majority in aggregate principal amount
of the Notes then outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding, it
being understood and intended, and being expressly covenanted by
the taker and the holder of every Note with every other taker and
holder and the Trustee that no one or more holders of Notes shall
have any right in any manner whatever by virtue of or by availing
of any provision of this Indenture to affect, disturb or
prejudice the rights of any other holder of Notes, or to obtain
or seek to obtain priority over or preference to any other such
holder, or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common
benefit of all holders of Notes.

(b) Notwithstanding any other provision in this
Indenture, however, the rights of any holder of any Note to
receive payment of the principal of and any premium and interest
on such Note, on or after the respective due dates expressed in
such Note, or to institute suit for the enforcement of any such
payment on or after such respective dates shall not be impaired
or affected without the consent of such holder.

Section 8.05. Proceedings by Trustee. In case of an
Event of Default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by
proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

Section 8.06. Remedies Cumulative and Continuing. All
powers and remedies given by this Article Eight to the Trustee or
to the Noteholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any powers and remedies
hereof or of any other powers and remedies available to the
Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any holder of any of the
Notes in exercising any right or power accruing upon any default
occurring and continuing as aforesaid shall impair any such right
or power, or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to Section 8.04,
every power and remedy given by this Article Eight or by law to
the Trustee or to the Noteholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee
or by the Noteholders.

Section 8.07. Restoration of Rights and Remedies. If
the Trustee or any Noteholder has instituted any proceeding to
enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such
Noteholder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and
the Noteholders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Noteholders shall continue as
though no such proceeding had been instituted.

Section 8.08. Direction of Proceedings and Waiver of
Defaults by Majority Noteholders. The holders of a majority in
aggregate principal amount of the Notes at the time outstanding
shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the
Trustee; provided, however, that (subject to Section 9.01) the
Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel determines that
the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors or
trustees, executive committee, or a trust committee of directors
or trustees or responsible officers shall determine that the
action or proceeding so directed would involve the Trustee in
personal liability or would be unduly prejudicial to the rights
of Noteholders not joining in such directions. Prior to any
declaration accelerating the maturity of the Notes, the holders
of a majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of all of the holders of the Notes
waive any past default or Event of Default hereunder and its
consequences except a default in the payment of principal of or
any premium or interest on the Notes. Upon any such waiver the
Company, the Trustee and the holders of the Notes shall be
restored to their former positions and rights hereunder,
respectively, but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section
8.07, said default or Event of Default shall for all purposes of
the Notes and this Indenture be deemed to have been cured and to
be not continuing.

Section 8.09. Notice of Default. The Trustee shall,
within 90 days after the occurrence of a default with respect to
the Notes, give to all holders of the Notes specified in TIA
Section 3.13(c), in the manner provided in Section 15.10, notice
of such default, unless such default shall have been cured before
the giving of such notice, the term "default" for the purpose of
this Section 8.08 being hereby defined to be any event which is
or after notice or lapse of time or both would become an Event of
Default; provided that, except in the case of default in the
payment of the principal of or any premium or interest on any of
the Notes, the Trustee shall be protected in withholding such
notice if and so long as its board of directors or trustees,
executive committee, or a trust committee of directors or
trustees or responsible officers in good faith determines that
the withholding of such notice is in the interests of the holders
of the Notes. The Trustee shall not be charged with knowledge of
any Event of Default unless a responsible officer of the Trustee
assigned to the corporate trust division of the Trustee shall
have actual knowledge of such Event of Default.

Section 8.10. Undertaking to Pay Costs. All parties
to this Indenture agree, and each holder of any Note by
acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses
made by such party litigant; but this Section 8.09 shall not
apply to any suit instituted by the Trustee, or to any suit
instituted by any Noteholder, or group of Noteholders, holding in
the aggregate more than 10% in principal amount of the Notes
outstanding, or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal of or any premium or
interest on any Note on or after the due date expressed in such
Note.

ARTICLE NINE.

Concerning the Trustee.

Section 9.01. Duties and Responsibilities of Trustee.

(a) The Trustee, prior to the occurrence of an Event
of Default and after the curing of all Events of Default which
may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture. In
case an Event of Default has occurred (which has not been cured
or waived) the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

(b) No provisions of this Indenture shall be construed
to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful
misconduct, except that:

(1) prior to the occurrence of any Event of
Default and after the curing or waiving of all Events
of Default which may have occurred,

(A) the duties and obligations of the Trustee
shall be determined solely by the express
provisions of this Indenture, and the Trustee
shall not be liable except for the performance of
such duties and obligations as are specifically
set forth in this Indenture, and no implied
covenants or obligations shall be read into this
Indenture against the Trustee; and

(B) in the absence of bad faith on the part
of the Trustee, the Trustee may conclusively rely,
as to the truth of the statements and the
correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this
Indenture; but, in the case of any such
certificates or opinions which by any provision
hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty
to examine the same to determine whether or not
they conform to the requirements of this
Indenture;

(2) the Trustee shall not be liable for any error
of judgment made in good faith by a responsible officer
or officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the
pertinent facts; and

(3) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the
holders of at least a majority in principal amount of
the Notes at the time outstanding determined as
provided in Section 10.04 relating to the time, method
and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Indenture.

(c) Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee
shall be subject to this Section 9.01.

Section 9.02. Reliance on Documents, Opinions, etc.
Except as otherwise provided in Section 9.01,

(a) the Trustee may rely and shall be protected
in acting or refraining from acting upon any
resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, note
or other paper or document believed by it to be genuine
and to have been signed or presented by the proper
party or parties;

(b) any request, direction, order or demand of
the Company mentioned herein shall be sufficiently
evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically
prescribed); and any Board Resolution may be evidenced
to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

(c) the Trustee may consult with counsel selected
by the Trustee, if such counsel is reasonably
satisfactory to the Company, and any advice or Opinion
of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by
this Indenture at the request, order or direction of
any of the Noteholders, pursuant to this Indenture,
unless such Noteholders shall have offered to the
Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred
by such exercise;

(e) the Trustee shall not be liable for any
action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by
this Indenture;

(f) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent,
order, approval, bond, note, other evidence of
indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of
the Company, personally or by agent or attorney;

(g) no provision of this Indenture shall require
the Trustee to extend or risk its own funds or
otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or
liability is not reasonably assured to it; and

(h) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys;
provided, however, that the Trustee shall not be liable
for the conduct or acts of any such agent or attorney
that shall have been appointed in accordance herewith
with due care.

Section 9.03. No Responsibility for Recitals, etc.
The recitals contained herein and in the Notes (except in the
certificate of authentication) shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Notes.
The Trustee shall not be accountable for the use or application
by the Company of any Notes or the proceeds of any Notes
authenticated and delivered by the Trustee in conformity with
this Indenture.

Section 9.04. Trustee, Authenticating Agent or
Registrar May Own Notes. The Trustee and any Authenticating
Agent or Note registrar, in its individual or any other capacity,
may become the owner or pledgee of Notes with the same rights it
would have if it were not Trustee, Authenticating Agent or Note
registrar.

Section 9.05. Moneys to Be Held in Trust. Subject to
Section 5.03, all moneys received by the Trustee shall, until
used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated
from other funds except to the extent required by law.

Section 9.06. Compensation and Expenses of Trustee.

(a) The Company agrees:

(1) to pay to the Trustee from time to time such
compensation for all services rendered by it hereunder as
has been agreed upon in writing (which compensation shall
not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to
reimburse each of the Trustee and any predecessor Trustee
upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance
with any provision of this Indenture (including the
reasonable compensation and the reasonable expenses and
disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to
its negligence or bad faith; and

(3) to indemnify each of the Trustee and any
predecessor Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence
or bad faith on its own part, arising out of or in
connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses
of defending itself against any claim or liability in
connection with the exercise or performance of any of its
powers or duties hereunder.

(b) As security for the performance of the obligations
of the Company under this Section 9.06, the Trustee shall have a
claim prior to the Notes upon all property and funds held or
collected by the Trustee as such, except funds held in trust for
the payment of principal of and any premium and interest on
particular Notes.

(c) When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in
Section 8.01(5) or (6), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration
under any applicable Federal or state bankruptcy, insolvency or
other similar law.

(d) The provisions of this Section 9.06 shall survive
the termination of this Indenture.

Section 9.07. Officers' Certificate as Evidence.
Except as otherwise provided in Section 9.01, whenever in the
administration of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof is herein
specifically prescribed) may, in the absence of negligence or bad
faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to
the Trustee, and such Officers' Certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted
by it under this Indenture in reliance thereon.

Section 9.08. Conflicting Interest of Trustee. The
Trustee will comply with TIA Section 310(b); provided, however,
that (a) there shall be excluded from the requirements of TIA
Section 310(b)(1) all indentures which may be excluded pursuant
to the proviso to TIA Section 310(b)(1); and(b) the provisions of
the first sentence of TIA Section 310(b)(9) shall not apply to
any securities described in the second sentence of TIA Section
310(b)(9).

Section 9.09. Eligibility of Trustee. The Trustee
hereunder shall at all times be a corporation organized and doing
business under the laws of the United States or any State thereof
or of the District of Columbia authorized under such laws to
exercise corporate trust powers, having a combined capital and
surplus of at least $20,000,000 and subject to supervision or
examination by Federal, State or District of Columbia authority
and shall not otherwise be disqualified under TIA Section
310(a)(5). If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the
purposes of this Section 9.09, the combined capital and surplus
of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be
eligible in accordance with this Section 9.09, the Trustee shall
resign immediately in the manner and with the effect specified in
Section 9.10.

Section 9.10. Resignation or Removal of Trustee.

(a) The Trustee may at any time resign and be
discharged of the trusts created by this Indenture by giving
written notice to the Company specifying the day upon which such
resignation shall take effect, and such resignation shall take
effect upon the day specified in such notice unless previously a
successor trustee shall have been appointed by the Noteholders or
the Company in the manner provided in Section 9.11, and in such
event such resignation shall take effect immediately on the
appointment of such successor trustee.

(b) The Trustee may be removed at any time by an
instrument or concurrent instruments in writing filed with such
Trustee and signed and acknowledged by the holders of a majority
in principal amount of the then outstanding Notes or by their
attorneys in fact duly authorized.

(c) In case at any time the Trustee shall cease to be
eligible in accordance with Section 9.09, then the Trustee so
ceasing to be eligible shall resign immediately in the manner and
with the effect provided in this Section 9.10, and in the event
that it does not resign immediately in such case, then it may be
removed forthwith by an instrument or concurrent instruments in
writing filed with the Trustee so ceasing to be eligible and
either:

(1) signed by the President or any Vice-President
of the Company attested by the Secretary or an
Assistant Secretary of the Company; or

(2) signed and acknowledged by the holders of a
majority in principal amount of outstanding Notes or by
their attorneys in fact duly authorized.

(d) Any resignation or removal of the Trustee and any
appointment of a successor Trustee pursuant to this Section 9.10
shall become effective upon acceptance of appointment by the
successor Trustee as provided in Section 9.12.

Section 9.11. Appointment of Successor Trustee.

(a) In case at any time the Trustee shall resign or
shall be removed (unless such Trustee shall be removed as
provided in Section 9.10(c) in which event the vacancy shall be
filled as provided therein), or shall become adjudged a bankrupt
or insolvent, or if a receiver of the Trustee or of its property
shall be appointed, or if any public officer shall take charge or
control of the Trustee, or of its property or affairs, for the
purpose of rehabilitation, conservation or liquidation, or a
vacancy shall be deemed to exist in the office of the Trustee for
any other reason, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee. Within one year after such
resignation, removal or incapability or the occurrence of such
vacancy, a successor Trustee may be appointed by act of the
holders of a majority in principal amount of the outstanding
Notes, delivered to the Company and retiring Trustee, and the
successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed by the Company or by
such receiver or Trustee.

(b) The Company shall publish notice of any
resignation and subsequent appointment of a successor Trustee
made by it or by act of Noteholders in one Authorized Newspaper
in the Borough of Manhattan, The City of New York, and in one
Authorized Newspaper in the city in which the principal office of
the Trustee is located, once each.

(c) If in a proper case no appointment of a successor
Trustee shall be made pursuant to Section 9.11(a) within six
months after a vacancy shall have occurred in the office of
Trustee, any Noteholder or any resigning Trustee may apply to any
court of competent jurisdiction to appoint a successor Trustee.
Said court may thereupon after such notice, if any, as such court
may deem proper and prescribe, appoint a successor Trustee.

(d) If any Trustee resigns because of conflict of
interest as provided in Section 9.08 and a successor Trustee has
not been appointed by the Company or the Noteholders or, if
appointed, has not accepted the appointment, within 30 days after
the date of such resignation, the resigning Trustee may apply to
any court of competent jurisdiction for the appointment of a
successor Trustee.

(e) Any Trustee appointed under this Section 9.11 as a
successor Trustee shall be a bank or trust company eligible under
Section 9.09 and qualified under Section 9.08.

Section 9.12. Acceptance by Successor Trustee.

(a) Any successor Trustee appointed as provided in
Section 9.11 shall execute, acknowledge and deliver to the
Company and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or
removal of the predecessor Trustee shall become effective and
such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like
effect as if originally named as Trustee herein; but
nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment
of any amounts then due it pursuant to Section 9.06, execute and
deliver an instrument transferring to such successor Trustee all
the rights and powers of the Trustee so ceasing to act. Upon
request of any such successor Trustee, the Company shall execute
any and all instruments in writing in order more fully and
certainly to vest in and confirm to such successor Trustee all
such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or
collected by such Trustee to secure any amounts then due it
pursuant to Section 9.06.

(b) No successor Trustee shall accept appointment as
provided in this Section 9.12 unless at the time of such
acceptance such successor Trustee shall be qualified under
Section 9.08 and eligible under Section 9.09.

(c) Upon acceptance of appointment by a successor
Trustee as provided in this Section 9.12, the Company shall mail
notice of the succession of such Trustee hereunder to all holders
of Notes as the names and addresses of such holders appear on the
registry books. If the Company fails to mail such notice in the
prescribed manner within 10 days after the acceptance of
appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Company.

Section 9.13. Succession by Merger, etc.

(a) Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties
hereto.

(b) In case at the time such successor to the Trustee
shall succeed to the trusts created by this Indenture any of the
Notes shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall
not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it
is anywhere in the Notes or in this Indenture provided that the
certificates of the Trustee shall have; provided, however, that
the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Notes in the name of any
predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation.

Section 9.14. Limitations on Rights of Trustee as a
Creditor. The Trustee shall comply with TIA Section 311(a). A
Trustee which has resigned or been removed shall be subject to
TIA Section 311(a) to the extent indicated therein.

Section 9.15. Authenticating Agent. (a) There may be
one or more Authenticating Agents appointed by the Trustee with
power to act on its behalf and subject to its direction in the
authentication and delivery of Notes in connection with transfers
and exchanges under Sections 2.05, 2.06, 2.07, 2.08, 3.02, 3.03,
and 13.04, as fully to all intents and purposes as though such
Authenticating Agents had been expressly authorized by those
Sections to authenticate and deliver Notes. For all purposes of
this Indenture, the authentication and delivery of Notes by any
Authenticating Agent pursuant to this Section 9.15 shall be
deemed to be the authentication and delivery of such Notes "by
the Trustee." Any such Authenticating Agent shall be a bank or
trust company of the character and qualifications set forth in
Section 9.09.

(b) Any corporation into which any Authenticating
Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate
trust business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, if such
successor corporation is otherwise eligible under this
Section 9.15, without the execution or filing of any paper or any
further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation.

(c) Any Authenticating Agent may at any time resign by
giving written notice of resignation to the Trustee and to the
Company. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to
such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in
case at any time any Authenticating Agent shall cease to be
eligible under this Section 9.15, the Trustee shall promptly
appoint a successor Authenticating Agent, shall give written
notice of such appointment to the Company and shall mail, in the
manner provided in Section 15.10, notice of such appointment to
the holders of Notes.

(d) The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services,
and the Trustee shall be entitled to be reimbursed for such
payments, in accordance with Section 9.06.

(e) Sections 9.02, 9.03, 9.04, 9.06, 9.09 and 10.03
shall be applicable to any Authenticating Agent.

Section 9.16. Trustee's Application for Instructions
from the Company. Any application by the Trustee for written
instructions from the Company may, at the option of the Trustee,
set forth in writing any action proposed to be taken or omitted
by the Trustee under this Indenture and the date on and/or after
which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken
by, or omission of, the Trustee in accordance with a proposal
included in such application on or after the date specified in
such application (which date shall not be less than five Business
Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the
Trustee shall have received written instructions in response to
such application specifying the action to be taken or omitted.

ARTICLE TEN.

Concerning the Noteholders.

Section 10.01. Action by Noteholders. (a) Whenever
in this Indenture it is provided that the holders of a specified
percentage in aggregate principal amount of the Notes may take
any action (the making of any demand or request, or the giving of
any notice, consents or waivers in lieu of a Noteholders' meeting
or the taking of any other action) the fact that at the time of
taking any such action the holders of such specified percentage
have joined therein may be evidenced (a) by any instrument or any
number of instruments of similar tenor executed by such
Noteholders in person or by agent or proxy appointed in writing,
or (b) by the record of such Noteholders voting in favor thereof
at any meeting of Noteholders duly called and held in accordance
with Article Eleven, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of
Noteholders.

(b) Whenever in this Indenture it is provided that the
holders of a specified percentage in aggregate principal amount
of the Notes may take any action, any party designated in writing
by the Depositary, or by any party so designated by the
Depositary, as the owner of a beneficial interest of a specified
principal amount of any Global Note held by such Depositary shall
be deemed to be a holder of Notes in such principal amount for
such purpose.

Section 10.02. Proof of Execution by Noteholders. (a)
Subject to Sections 9.01, 9.02 and 11.05, proof of the execution
of any instruments by a Noteholder or the agent or proxy for such
Noteholder shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the
Trustee or in such manner as shall be satisfactory to the
Trustee. The ownership of Notes shall be proved by the Note
register of the Company or by a certificate of the Note
registrar.

(b) The record of any Noteholders' meeting shall be
proven in the manner provided in Section 11.06.

Section 10.03. Who Deemed Absolute Owners. Subject to
Sections 2.04(f) and 10.01, the Company, the Trustee, any
Authenticating Agent and Note registrar may deem the person in
whose name any Note shall be registered upon the Note register of
the Company to be, and may treat such person as, the absolute
owner of such Note (whether or not such Note shall be overdue)
for the purpose of receiving payment of or on account of the
principal of and any premium and interest on such Note, and for
all other purposes; and neither the Company nor the Trustee nor
any Authenticating Agent nor any Note registrar shall be affected
by any notice to the contrary. All such payments shall be valid
and effectual to satisfy and discharge the liability upon any
such Note to the extent of the sum or sums so paid.

Section 10.04. Company-Owned Notes Disregarded. In
determining whether the holders of the requisite aggregate
principal amount of outstanding Notes have concurred in any
direction, consent or waiver under this Indenture, Notes which
are owned by the Company or any other obligor on the Notes or by
any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any
other obligor on the Notes shall be disregarded and deemed not to
be outstanding for the purpose of any such determination;
provided that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, consent or
waiver only Notes which the Trustee knows are so owned shall be
so disregarded. Notes so owned which have been pledged in good
faith may be regarded as outstanding for the purposes of this
Section 10.04 if the pledgee shall establish to the satisfaction
of the Trustee the pledgee's right to vote such Notes and that
the pledgee is not a person directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice
of counsel shall be full protection to the Trustee.

Section 10.05. Revocation of Consents; Future Holders
Bound. At any time prior to the taking of any action by the
holders of the percentage in aggregate principal amount of the
Notes specified in this Indenture in connection with such action,
any holder of a Note, which is shown by the evidence to be
included in the Notes the holders of which have consented to such
action may, by filing written notice with the Trustee at the
Corporate Trust Office of the Trustee and upon proof of ownership
as provided in Section 10.02(a), revoke such action so far as it
concerns such Note. Except as aforesaid any such action taken by
the holder of any Note shall be conclusive and binding upon such
holder and upon all future holders and owners of such Note and of
any Notes issued in exchange or substitution therefor,
irrespective of whether or not any notation thereof is made upon
such Note or such other Notes.

Section 10.06. Record Date for Noteholder Acts. If
the Company shall solicit from the Noteholders any request,
demand, authorization, direction, notice, consent, waiver or
other act, the Company may, at its option, by Board Resolution,
fix in advance a record date in compliance with TIA Section
3.16(c) for the determination of Noteholders entitled to give
such request, demand, authorization, direction, notice, consent,
waiver or other act, but the Company shall have no obligation to
do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other act
may be given before or after the record date, but only the
Noteholders of record at the close of business on the record date
shall be deemed to be Noteholders for the purpose of determining
whether holders of the requisite aggregate principal amount of
outstanding Notes have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent,
waiver or other act, and for that purpose the outstanding Notes
shall be computed as of the record date; provided, however, that
no such authorization, agreement or consent by the Noteholders on
the record date shall be deemed effective unless it shall become
effective pursuant to this Indenture not later than six months
after the record date.

ARTICLE ELEVEN

Noteholders' Meeting.

Section 11.01. Purposes of Meetings. A meeting of
Noteholders may be called at any time and from time to time
pursuant to this Article Eleven for any of the following
purposes:

(a) to give any notice to the Company or to the
Trustee, or to give any directions to the Trustee, or
to consent to the waiving of any default hereunder and
its consequences, or to take any other action
authorized to be taken by Noteholders pursuant to
Article Eight;

(b) to remove the Trustee and nominate a
successor Trustee pursuant to Article Nine;

(d) to take any other action authorized to be
taken by or on behalf of the holders of any specified
aggregate principal amount of the Notes, as the case
may be, under any other provision of this Indenture or
under applicable law.

Section 11.02. Call of Meetings by Trustee. The
Trustee may at any time call a meeting of holders of Notes to
take any action specified in Section 11.01, to be held at such
time and at such place as the Trustee shall determine. Notice of
every such meeting of Noteholders, setting forth the time and the
place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given to holders of the Notes
that may be affected by the action proposed to be taken at such
meeting in the manner provided in Section 15.10. Such notice
shall be given not less than 20 nor more than 90 days prior to
the date fixed for such meeting.

Section 11.03. Call of Meetings by Company or
Noteholders. In case at any time the Company, pursuant to a
Board Resolution, or the holders of at least 10% in aggregate
principal amount of the Notes then outstanding, shall have
requested the Trustee to call a meeting of Noteholders, by
written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Noteholders may
determine the time and the place for such meeting and may call
such meeting to take any action authorized in Section 11.01, by
giving notice thereof as provided in Section 11.02.

Section 11.04. Qualifications for Voting. To be
entitled to vote at any meetings of Noteholders a Person shall
(a) be a holder of one or more Notes affected by the action
proposed to be taken or (b) be a Person appointed by an
instrument in writing as proxy by a holder of one or more such
Notes. The only Persons who shall be entitled to be present or
to speak at any meeting of Noteholders shall be the Persons
entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

Section 11.05. Regulations. (a) Notwithstanding any
other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting
of Noteholders, in regard to proof of the holding of Notes and of
the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as
it shall think fit.

(b) The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by the Noteholders as
provided in Section 11.03, in which case the Company or
Noteholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by the
holders of a majority in aggregate principal amount of the Notes
present in person or by proxy at the meeting.

(c) Subject to Section 10.04, at any meeting each
Noteholder or proxy shall be entitled to one vote for each $1,000
principal amount of Notes held or represented by such Noteholder;
provided, however, that no vote shall be cast or counted at any
meeting in respect of any Note challenged as not outstanding and
ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote other than by
virtue of Notes held by such chairman or instruments in writing
as aforesaid duly designating such chairman as the person to vote
on behalf of other Noteholders. At any meeting of Noteholders
duly called pursuant to Section 11.02 or 11.03, the presence of
persons holding or representing Notes in an aggregate principal
amount sufficient to take action on any business for the
transaction for which such meeting was called shall constitute a
quorum. Any meeting of Noteholders duly called pursuant to
Section 11.02 or 11.03 may be adjourned from time to time by the
holders of a majority in aggregate principal amount of the Notes
present in person or by proxy at the meeting, whether or not
constituting a quorum, and the meeting may be held as so
adjourned without further notice.

Section 11.06. Voting. The vote upon any resolution
submitted to any meeting of Noteholders shall be by written
ballots on which shall be subscribed the signatures of the
holders of Notes or of their representatives by proxy and the
principal amount of Notes held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in
duplicate of the proceedings of each meeting of Noteholders shall
be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice
was given as provided in Section 11.02. The record shall show
the principal amount of the Notes voting in favor of or against
any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting
and one of the duplicates shall be delivered to the Company and
the other to the Trustee to be preserved by the Trustee. Any
record so signed and verified shall be conclusive evidence of the
matters therein stated.

Section 11.07. Right of Trustee or Noteholders not
Delayed. Nothing in this Article Eleven contained shall be
deemed or construed to authorize or permit, by reason of any call
of a meeting of Noteholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in
the exercise of any right or rights conferred upon or reserved to
the Trustee or to the holders of Notes under any of the
provisions of this Indenture or of the Notes.

ARTICLE TWELVE

Consolidation, Merger, Conveyance, Transfer or Lease

Section 12.01. Company May Consolidate, etc., only on
Certain Terms. The Company shall not consolidate with or merge
into any other corporation or convey or transfer its properties
and assets substantially as an entirety to any Person unless:

(1) the corporation formed by such consolidation
or into which the Company is merged or the Person which
acquires by conveyance or transfer the properties and
assets of the Company substantially as an entirety
shall be a corporation organized and existing under the
laws of the United States of America or any State or
the District of Columbia, and shall expressly assume,
by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal
of and any premium and interest on all of the Notes and
the performance of every covenant of this Indenture on
the part of the Company to be performed or observed;

(2) immediately after giving effect to such
consolidation, merger, conveyance or transfer, no Event
of Default, and no event which, after notice or lapse
of time, or both, would become an Event of Default,
shall have occurred and be continuing;

(3) if, as a result of such consolidation, merger,
conveyance, transfer or lease, properties or assets of the
Company would become subject to a mortgage, pledge, lien,
security interest or other encumbrance which would not
otherwise be permitted by this Indenture without making
effective provision whereby the Notes then outstanding and
any other indebtedness of the Company then entitled thereto
will be equally and ratably secured with any and all
indebtedness and obligations secured thereby, the Company or
the successor corporation or Person, as the case may be,
will take such action as will be necessary effectively to
secure all Notes equally and ratably with (or prior to) all
indebtedness secured thereby; and

(4) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger, conveyance or
transfer and such supplemental indenture comply with
this Article Twelve and that all conditions precedent
herein provided for relating to such consolidation,
merger, conveyance or transfer have been complied with.

Section 12.02. Successor Corporation Substituted.
Upon any consolidation or merger, or any conveyance or transfer
of the properties and assets of the Company substantially as an
entirety in accordance with Section 12.01, the successor
corporation formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as
the Company herein; provided, however, that no such conveyance or
transfer shall have the effect of releasing the Person named as
the "Company" in the first paragraph of this Indenture or any
successor corporation which shall theretofore have become such in
the manner prescribed in this Article Twelve from its liability
as obligor and maker on any of the Notes.

ARTICLE THIRTEEN

Supplemental Indentures.

Section 13.01. Supplemental Indentures without Consent
of Noteholders.

(a) The Company, when authorized by Board Resolution,
and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for one or more of
the following purposes:

(1) to make such provision in regard to matters
or questions arising under this Indenture as may be
necessary or desirable and not inconsistent with this
Indenture or for the purpose of supplying any omission,
curing any ambiguity, or curing, correcting or
supplementing any defective or inconsistent provision
or to make a change which does not affect the rights of
any Noteholder;

(2) to change or eliminate any of the provisions
of this indenture, provided that any such change or
elimination shall become effective only when there is
no Note outstanding created prior to the execution of
such supplemental indenture which is entitled to the
benefit of such provision;

(3) to secure the Notes;

(4) to establish the form of Notes as permitted
by Section 2.01 or to establish or reflect any terms of
any Note determined pursuant to Section 2.05;

(5) to evidence the succession of another
corporation to the Company, and the assumption by any
such successor of the covenants of the Company herein
and in the Notes;

(6) to grant to or confer upon the Trustee for the
benefit of the Holders any additional rights, remedies,
powers or authority;

(7) to permit the Trustee to comply with any duties
imposed upon it by law;

(8) to specify further the duties and responsibilities
of, and to define further the relationships among, the
Trustee, any Authenticating Agent and any paying agent; and

(9) to add to the covenants of the Company for the
benefit of the holders or to surrender a right or power
conferred on the Company herein.

(b) The Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, to
make any further appropriate agreements and stipulations which
may be therein contained and to accept the conveyance, transfer
and assignment of any property thereunder, but the Trustee shall
not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.

(c) Any supplemental indenture authorized by this
Section 15.01 may be executed by the Company and the Trustee
without the consent of the holders of any of the Notes at the
time outstanding, notwithstanding any of the provisions of
Section 13.02.

Section 13.02. Supplemental Indentures with Consent of
Noteholders.

(a) With the consent (evidenced as provided in
Section 10.01) of the holders of at least 50% in aggregate
principal amount of the Notes at the time outstanding that would
be affected by such supplemental indenture, the Company, when
authorized by Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Noteholders; provided, however,
that no such supplemental indenture shall:

(1) change the maturity of any Note; or reduce
the rate or extend the time of payment of interest on
any Note; or change the method of calculating interest,
or any term used in the calculation of interest, or the
period for which interest is payable, on any Floating
Rate Note; or reduce the principal amount of any Note
or any premium thereon; or change the coin or currency
in which the principal of any Note or any premium or
interest thereon is payable; or change the date on
which any Note may be redeemed; or adversely affect the
rights of any Noteholder to institute suit for the
enforcement of any payment of principal of or any
premium or interest on any Note; in each case without
the consent of the holder of each Note so affected (for
purposes of this Section 13.02 (a)(1) only, the term
"Note" shall include Notes for which an offer has been
accepted by the Company); or

(2) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such
supplemental indenture, without the consent of the
holders of all of the Notes then outstanding.

(b) Upon the request of the Company, accompanied by a
copy of the Board Resolution authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee
of evidence of the consent of Noteholders as aforesaid, the
Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects
the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such
supplemental indenture.

(c) It shall not be necessary for the consent of the
holders of Notes under this Section 13.02 to approve the
particular form of any proposed supplemental indenture, but it
shall be sufficient if such consent shall approve the substance
thereof.

(d) Promptly after the execution by the Company and
the Trustee of any supplemental indenture pursuant to this
Section 13.02, the Company shall give notice in the manner
provided in Section 15.10, setting forth in general terms the
substance of such supplemental indenture, to all Noteholders.
Any failure of the Company to give such notice, or any defect
therein shall not, however, in any way impair or affect the
validity of any such supplemental indenture.

Section 13.03. Compliance with Trust Indenture Act;
Effect of Supplemental Indentures. Any supplemental indenture
executed pursuant to this Article Thirteen shall comply with the
TIA. Upon the execution of any supplemental indenture pursuant
to this Article Thirteen, this Indenture shall be and be deemed
to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and
the Noteholders shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

Section 13.04. Notation on Notes. Notes authenticated
and delivered after the execution of any supplemental indenture
pursuant to this Article Thirteen may bear a notation in form
approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company or the Trustee shall so
determine, new Notes so modified as to conform in the opinion of
the Trustee and the Board of Directors to any modification of
this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company, authenticated by the
Trustee and delivered in exchange for the Notes then outstanding.

Section 13.05. Evidence of Compliance of Supplemental
Indenture to Be Furnished Trustee. The Trustee, subject to
Sections 9.01 and 9.02, may receive an Officers' Certificate and
an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the
requirements of this Article Thirteen.

ARTICLE FOURTEEN.

Immunity of Incorporators, Stockholders,
Officers and Directors.

Section 14.01. Indenture and Notes Solely Corporate
Obligations. No recourse for the payment of the principal of or
any premium or interest on any Note, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company,
contained in this Indenture or in any supplemental indenture, or
in any Note, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either
directly or through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue
of the Notes.

ARTICLE FIFTEEN.

Miscellaneous Provisions.

Section 15.01. Provisions Binding on Company's
Successors. All the covenants, stipulations, promises and
agreements made by the Company in this Indenture shall bind its
successors and assigns whether so expressed or not.

Section 15.02. Official Acts by Successor Corporation.
Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee
or officer of any corporation that shall at the time be the
lawful successor of the Company.

Section 15.03. Addresses for Notices, etc. Any notice
or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the
Noteholders on the Company may be given or served by being
deposited postage prepaid in a post office letter box addressed
(until another address is filed by the Company with the Trustee)
to Kansas City Power & Light Company, 1201 Walnut, Kansas City,
Missouri 64106, to the attention of the Corporate Secretary.
Any notice, direction, request or demand by any Noteholder to or
upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or made in writing at the
Corporate Trust Office of the Trustee.

Section 15.04. Governing Law. This Indenture and each
Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in
accordance with the laws of said State.

Section 15.05. Evidence of Compliance with Conditions
Precedent.

(a) Upon any application or demand by the Company to
the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating
that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

(b) Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance
with a condition or covenant provided for in this Indenture shall
include (1) a statement that each Person making such certificate
or opinion has read such covenant or condition and the
definitions relating thereto; (2) a brief statement as to the
nature and scope of the examination or investigation upon which
the statements or opinion contained in such certificate or
opinion are based; (3) a statement that, in the opinion of each
such Person, such Person has made such examination or
investigation as is necessary to enable such Person to express an
informed opinion as to whether or not such covenant or condition
has been complied with; and (4) a statement as to whether or not,
in the opinion of each such Person, such condition or covenant
has been complied with.

(c) In any case where several matters are required to
be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such
matters in one or several documents.

(d) Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or
opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by,
an officer or officers of the Company stating that the
information with respect to such factual matters is in the
possession of the Company, unless such person knows, or in the
exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are
erroneous.

(e) Any certificate, statement or opinion of any
officer of the Company, or of counsel, may be based, insofar as
it relates to accounting matters, upon a certificate or opinion
of or representations by an accountant or firm of accountants,
unless such officer or counsel, as the case may be, knows that
the certificate or opinion or representations with respect to the
accounting matters upon which the certificate, statement or
opinion of such officer or counsel may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that
the same are erroneous. Any certificate or opinion of any firm
of independent public accountants filed with the Trustee shall
contain a statement that such firm is independent.

(f) Where any Person is required to make, give or
execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under
this Indenture, they may, but need not, be consolidated and form
one instrument.

Section 15.06. Business Days. Unless otherwise
provided herein, in any case where the date of maturity of the
principal of or any premium or interest on any Note or the date
fixed for redemption of any Note is not a Business Day, then
payment of such principal or any premium or interest need not be
made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and, in the case of
payment, no interest shall accrue for the period from and after
such date.

Section 15.07. Trust Indenture Act to Control. If and
to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this
Indenture which is required to be included in this Indenture by
any of Sections 310 to 317, inclusive, of the TIA, such required
provision shall control.

Section 15.08. Table of Contents, Headings, etc. The
table of contents and the titles and headings of the articles
and sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions
hereof.

Section 15.09. Execution in Counterparts. This
Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together
constitute but one and the same instrument.

Section 15.10. Manner of Mailing Notice to
Noteholders. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the
Trustee or the Company to or on the holders of Notes, as the case
may be, shall be given or served by first-class mail, postage
prepaid, addressed to the holders of such Notes at their last
addresses as the same appear on the Note register referred to in
Section 2.06, and any such notice shall be deemed to be given or
served by being deposited in a post office letter box in the form
and manner provided in this Section 15.10.

<PAGE>
In Witness Whereof, Kansas City Power & Light Company
has caused this Indenture to be signed and acknowledged by its
Executive Vice President, and its corporate seal to be affixed
hereunto, and the same to be attested by its Secretary or an
Assistant Secretary, and The Bank of New York has caused this
Indenture to be signed and acknowledged by one of its Assistant
Vice Presidents and its corporate seal to be affixed hereunto,
and the same to be attested by one of its Assistant Treasurers,
as of the day and year first written above.

KANSAS CITY POWER & LIGHT COMPANY

By_______________________________
Bernard J. Beaudoin
Executive Vice President

Attest:

__________________________
Jeanie Sell Latz
Secretary

[Seal)
THE BANK OF NEW YORK, as Trustee

By_________________________
Assistant Vice President

Attest:

__________________________
Assistant Treasurer

[Seal]

STATE OF MISSOURI )
) ss:
COUNTY OF JACKSON )

I, ________________________, a Notary Public in and for
said County and State aforesaid, do hereby certify that
Bernard J. Beaudoin of Kansas City Power & Light Company, a
Missouri corporation and Jeanie Sell Latz of said corporation,
who are personally known to me to be the same persons whose names
are subscribed to the foregoing instrument and who are both
personally known to me to be Executive Vice President and
Secretary of said corporation, appeared before me this day in
person and severally acknowledged that they this day signed,
sealed and delivered the said instrument as their free and
voluntary act as such Executive Vice President and Secretary,
respectively, of said corporation and as the free and voluntary
act of said corporation, for the uses and purposes therein set
forth, and that the seal affixed to said instrument is the
corporate seal of said corporation and that the said instrument
was executed, signed, sealed and delivered on behalf of said
corporation by authority of its Board of Directors, and
acknowledged said instrument to be the free and voluntary act and
deed of said corporation.

GIVEN under my hand and notarial seal this __________
day of December, 1996.

_______________________________

My commission expires:

STATE OF _______ )
) ss:
COUNTY OF ______ )

I, _____________________________, a Notary Public in
and for said County and State aforesaid, do hereby certify that
_________________________________ of The Bank of New York, a
corporation organized and existing under the laws of the State of
New York, and ____________________, of said corporation, who are
personally known to me to be the same persons whose names are
subscribed to the foregoing instrument and who are both
personally known to me to be an Assistant Vice President and
Assistant Treasurer of said corporation, appeared before me this
day in person and severally acknowledged that they this day
signed, sealed and delivered the said instrument as their free
and voluntary act as such an Assistant Vice President and
Assistant Treasurer, respectively, of said corporation, and as
the free and voluntary act of said corporation, for the uses and
purposes therein set forth, and that the seal affixed to said
instrument is the corporate seal of said corporation and that the
said instrument was executed, signed, sealed and delivered on
behalf of said corporation by authority of its By-laws, and
acknowledged said instrument to be the free and voluntary act and
deed of said corporation.

GIVEN under my hand and notarial seal this _____ day of
December, 1996.

_____________________________
Notary Public

My commission expires:

EXHIBIT A

Global Fixed Rate Note

Registered REGISTERED

NO.

KANSAS CITY POWER & LIGHT COMPANY
Fixed Rate
Medium-Term Note

THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE
DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

CUSIP: PRINCIPAL AMOUNT:
$

ORIGINAL ISSUE DATES: MATURITY DATE:

INTEREST RATE: REDEMPTION DATE:

INTEREST PAYMENT DATES:

Kansas City Power & Light Company, a Missouri
corporation (herein called the "Company", which term includes any
successor Person under the Indenture referred to on the reverse
hereof) for value received hereby promises to pay to

or registered assigns the principal sum of

DOLLARS
on the Maturity Date set forth above and to pay interest thereon
from the Original Issue Date (or if this Global Note has two or
more Original Issue Dates, interest shall, beginning on each such
Original Issue Date, begin to accrue for that part of the
principal amount to which such Original Issue Date is applicable)
set forth above, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually
in arrears on the Interest Payment Dates set forth above in each
year commencing on (a) the first such Interest Payment Date next
succeeding the earliest Original Issue Date or Dates set forth
above, or (b) if such Original Issue Date is after a Record Date
and prior to the first Interest Payment Date, on the second
Interest Payment Date, at the per annum Interest Rate set forth
above until the principal hereof is paid or made available for
payment. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note is
registered at the close of business on the Record Date for such
Interest Payment Date, which shall be the date fifteen calendar
days (whether or not a Business Day) preceding such Interest
Payment Date, provided, however, that if an Original Issue Date
falls between a Record Date and an Interest Payment Date, the
first payment of interest with respect to such Original Issue
Date will be paid on the second Interest Payment Date subsequent
to such Original Issue Date to the Person in whose name this Note
is registered at the close of business on the Record Date for
such second Interest Payment Date, and provided further, that
interest payable on the Maturity date or, if applicable, upon
redemption, shall be payable to the Person to whom principal
shall be payable. Except as otherwise provided in the Indenture,
any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the holder on such Record
Date and shall be paid to the Person in whose name this Note is
registered at the close of business on a Record Date for the
payment of such defaulted interest to be fixed by the Company,
notice whereof shall be given to Noteholders not less than
fifteen days prior to such Record Date. Payment of the principal
of and any premium and interest on this Note will be made at the
Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or such other office or agency
of the Company as may be designated by it for such purpose, in
such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts, provided, however, that at the option of the Company,
payment of interest may be made by United States dollar check
mailed to the address of the Person entitled thereto as such
address shall appear in the Note Register.

Under certain circumstances, this Global Note is
exchangeable in whole or from time to time in part for a
definitive Note or Notes, with the same Original Issue Date or
Dates, Maturity Date, Interest Rate and redemption provisions as
provided herein or in the Indenture.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS GLOBAL NOTE SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH
FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH IN FULL AT THIS PLACE.

Unless the certificate of authentication hereon has
executed by the Trustee referred to on the reverse hereof,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.

IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.

Dated
[SEAL]

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
Kansas City Power & Light
Company
This is one of the notes designated
therein referred to in the within- By
mentioned Indenture Executive
Vice President

THE BANK OF NEW YORK, as Trustee

By Attest

Authorized Signatory Secretary

KANSAS CITY POWER & LIGHT COMPANY
MEDIUM-TERM NOTE

This Global Note is one of, and a global security which
represents Notes which are part of, a duly authorized issue of
Notes of the Company (herein called the "Notes"), issued and to
be issued under an Indenture dated as of December 1, 1996 (herein
called the "Indenture") between the Company and The Bank of New
York, as Trustee (herein called the "Trustee", which term
includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the
Trustee and the Noteholders, and of the terms upon which the
Notes are, and are to be, authenticated and delivered. The Notes
are limited to $300,000,000 aggregate principal amount.

Each Note shall be dated the date of its authentication
by the Trustee. Each Note shall also bear an Original Issue Date
or Dates which with respect to this Global Note (or any portion
thereof), shall mean the date or dates of the original issue of
the Notes represented hereby as specified on the face hereof, and
such Original Issue Date or Dates shall remain the same for all
Notes subsequently issued upon transfer, exchange, or
substitution of such original Note (or such subsequently issued
Notes) regardless of their dates of authentication.

This Global Note may not be redeemed prior to the
Redemption Date set forth on the face hereof. If no Redemption
Date is so set forth, this Global Note is not redeemable prior to
its maturity. On or after the Redemption Date set forth on the
face hereof this Note is redeemable in whole or in part in
increments of $1,000 (provided that any remaining principal
amount of this note shall be at least $1,000) at the option of
the Company at the following redemption prices (expressed as
percentages of the principal amount to be redeemed) together with
interest thereon payable to the date of redemption:

Redemption Periods Redemption Prices

Notice of redemption will be given by mail to Holders of Notes
not less than 30 nor more than 60 days prior to the date fixed
for redemption all as provided in the Indenture. In the event of
redemption of this Global Note in part only, a new Global Note or
Notes and of like tenor for the unredeemed portion hereof will be
issued in the name of the Noteholder hereof upon the surrender
hereof.

This Global Note will not be entitled to the benefit of
a sinking fund.

Interest payments on this Global Note will include
Accrued Interest to but excluding the Interest Payment Date.
Interest payments on this Note shall be computed and paid on the
basis of a 360-day year of twelve 30-day months.

The Company at its option, subject to the terms and
conditions provided in the Indenture, will be discharged from any
and all obligations in respect of the Notes (except for certain
obligations including obligations to register the transfer or
exchange of Notes, replace stolen, lost or mutilated Notes,
maintain paying agencies and hold monies for payment in trust),
91 days after the Company deposits with the Trustee money or U.S.
Government Obligations which through the payment of interest
thereon and principal thereof in accordance with their terms will
provide money, or a combination of money and U.S. Government
Obligations, in an amount sufficient to pay all the principal of
and any premium and interest on the Notes on the dates such
payments are due in accordance with the terms of the Notes.

If an Event of Default with respect to Notes shall
occur and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture.

The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Noteholders to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the holders of not
less than a majority in principal amount of the outstanding Notes
affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority in principal
amount of the outstanding Notes affected thereby, on behalf of
the holders of all Notes, to waive compliance by the Company with
certain provisions of the Indenture. The Indenture also provides
that the holders of not less than a majority in principal amount
of the outstanding Notes may waive certain past defaults and
their consequences on behalf of the holders of all Notes. Any
such consent or waiver by the holder of this Global Note shall be
conclusive and binding upon such holder and upon all future
holders of this Global Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Global Note or such Note.

As set forth in, and subject to, the provisions of the
Indenture, no holder of any Notes will have any right to
institute any proceeding with respect to the Indenture or for any
remedy thereunder, unless such holder shall have previously given
to the Trustee written notice of a continuing Event of Default
with respect to the Notes, the holders of not less than a
majority in principal amount of the outstanding Notes shall have
made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as Trustee, and the Trustee
shall have failed to institute such proceeding within 60 days,
provided, however, that such limitations do not apply to a suit
instituted by the holder hereof for the enforcement of payment of
the principal of and any premium or interest on this Global Note
on or after the respective due dates expressed herein.

As provided in the Indenture and subject to certain
limitations therein set forth, this Global Note may be
transferred, in whole but not in part, only by the Depositary to
a nominee of the Depositary, or by a nominee of the Depositary to
another nominee or the Depositary or by the Depositary or any
such nominee to a successor Depositary for this Global Note
selected or approved by the Company or to a nominee of such
successor Depositary.

If at any time the Depositary for this Global Note
notifies the Company that it is unwilling or unable to continue
as Depositary for this Global Note or if at any time the
Depositary for this Global Note shall no longer be eligible or in
good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to this Global
Note. If a successor Depositary for this Global Note is not
appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the
Company's election to issue this Note in global form shall no
longer be effective with respect to this Global Note and the
Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Notes in
exchange for this Global Note, will authenticate and deliver
individual Notes of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such
Global Note or Notes in exchange for such Global Note or Notes.

If specified by the Company and agreed by the
Depositary with respect to Notes issued in the form of a Global
Note, the Depositary for such Global Note shall surrender such
Global Note in exchange in whole or in part for individual Notes
of like tenor and terms in definitive form on such terms as are
acceptable to the Company and such Depositary. Thereupon the
Company shall execute, and the Trustee shall authenticate and
deliver, without service charge, (1) to each Person specified by
such Depositary, a new Note or Notes of like tenor and terms and
of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for
beneficial interest of such Person in such Global Note; and (2)
to such Depositary a new Global Note of like tenor and terms and
in a denomination equal to the difference, if any, between the
principal amount of the surrendered Global Note and the aggregate
principal amount of Notes delivered to Holders thereof.

Under certain circumstances specified in the Indenture,
the Depositary may be required to surrender any two or more
Global Notes which have identical terms (but which may have
differing Original Issue Dates) to the Trustee, and the Company
shall execute and the Trustee shall authenticate and deliver to,
or at the direction of, the Depositary a Global Note in principal
amount equal to the aggregate principal amount of, and with all
terms identical to, the Global Notes surrendered thereto and
which shall indicate all Original Dates and the principal amount
applicable to each such Original Issue Date.

No reference herein to the Indenture and no provision
of this Global Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note
at the times, places and rates, and in the coin or currency,
herein prescribed.

Prior to due presentment of this Global Note for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name
this Global Note is registered as the owner hereof for all
purposes, whether or not this Global Note is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

The Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York.

All terms used in the Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the
face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:

TEN COM - as tenants in common UNIT GIFT
MIN ACT - _____Custodian_____
TEN ENT - as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with
right of survivorship and
not as tenants in common ___________________
State

Additional abbreviations may also be used though not in
the above list.

______________________

FOR VALUE RECEIVED the undersigned hereby sell(s)
assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________

_________________________________________________________________
Please print or typewrite name and address
including postal zip code of assignee

_________________________________________________________________
the within note and all rights thereunder, hereby irrevocably
constituting and appointing _____________________________________
_______________________ attorney to transfer said note on the
books of the Company, with full power of substitution in the
premises.

Dated:____________________

___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change whatever.

EXHIBIT B

Fixed Rate Note

Registered REGISTERED

NO.

KANSAS CITY POWER & LIGHT COMPANY
Fixed Rate
Medium-Term Note

CUSIP: PRINCIPAL AMOUNT:
$

ORIGINAL ISSUE DATE: MATURITY DATE:

INTEREST RATE: REDEMPTION DATE:

INTEREST PAYMENT DATES:

or registered assigns the principal sum of

DOLLARS
on the Maturity Date set forth above, and to pay interest thereon
from the Original Issue Date set forth above, or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on the Interest
Payment Dates set forth above in each year, commencing on (a) the
first such Interest Payment Date next succeeding the Original
Issue Date set forth above, or (b) if such Original Issue Date is
after a Record Date and prior to the first Interest Payment Date,
on the second Interest Payment Date, at the per annum Interest
Rate set forth above until the principal hereof is paid or made
available for payment. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name
this Note is registered at the close of business on the Record
Date for such Interest Payment Date, which shall be the date
fifteen calendar days (whether or not a Business Day) preceding
such Interest Payment Date, provided, however that if the
Original issue Date falls between a Record Date and an Interest
Payment Date, the first payment of interest will be paid on the
second Interest Payment Date subsequent to such Original Issue
Date to the Person in whose name this Note is registered at the
close of business on the Record Date for such second Interest
Payment Date, and provided further, that interest payable on the
Maturity Date, or if applicable, upon redemption, shall be
payable to the Person to whom principal shall be payable. Except
as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the holder on such Record Date and shall be paid to
the Person in whose name this Note is registered at the close of
business on a Record Date for the payment of such defaulted
interest to be fixed by the Company, notice whereof shall be
given to Noteholders not less than fifteen days prior to such
Record Date. Payment of the principal of and any premium and
interest on this Note will be made at the Corporate Trust Office
of the Trustee in the Borough of Manhattan, The City of New York,
or such other office or agency of the Company as may be
designated by it for such purpose, in such coin or currency of
the United States of America as at the time of payment is legal
lender for payment of public and private debts, provided,
however, that at the option of the Company, payment of interest
may be made by United States dollar check mailed to the address
of the Person entitled thereto as such address shall appear in
the Security Register.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH IN FULL AT THIS PLACE.

IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal

Dated
[SEAL]

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
Kansas City Power & Light
Company
This is one of the notes designated
therein referred to in the within- By
mentioned Indenture Executive
Vice President

THE BANK OF NEW YORK, as Trustee

By Attest

Authorized Signatory Secretary

KANSAS CITY POWER & LIGHT COMPANY
MEDIUM-TERM NOTE

This Note is one of a duly authorized issue of Notes of
the Company (herein called the "Notes"), issued and to be issued
under an Indenture dated as of December 1, 1996 (herein called
the "Indenture") between the Company and The Bank of New York, as
Trustee (herein called the "Trustee", which term includes any
successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and
the Noteholders, and of the terms upon which the Notes are, and
are to be, authenticated and delivered. The Notes are limited to
$300,000,000 aggregate principal amount.

Each Note shall be dated the date of its authentication
by the Trustee. Each Note shall also bear an Original Issue Date
which with respect to this Note (or any portion thereof), shall
mean the date of its original issue as specified on the face
hereof, and such Original Issue Date shall remain the same for
all Notes subsequently issued upon transfer, exchange or
substitution of such original Note (or such subsequently issued
Notes) regardless of their dates of authentication.

This Note may not be redeemed prior to the Redemption
Date set forth on the face hereof. If no Redemption Date is so
set forth, this Note is not redeemable prior to its maturity. On
or after the Redemption Date set forth on the face hereof this
Note is redeemable in whole or in part in increments of $1,000
(provided that any remaining principal amount of this note shall
be at least $1,000) at the option of the Company at the following
redemption prices (expressed as percentages of the principal
amount to be redeemed) together with interest thereon payable to
the date of redemption:

Redemption Periods Redemption Prices

Notice of redemption will be given by mail to Holders of Notes
not less than 30 nor more than 60 days prior to the date fixed
for redemption, all as provided in the Indenture. In the event
of redemption of this Note in part only, a new Note or Notes and
of like tenor for the unredeemed portion hereof will be issued in
the name of the Noteholder hereof upon the surrender hereof.

This Note will not be entitled to the benefit of a
sinking fund.

Interest payments on this Note will include Accrued
Interest to but excluding the Interest Payment Date. Interest
payments on this Note shall be computed and paid on the basis of
a 360-day year of twelve 30-day months.

If an Event of Default with respect to Notes shall
occur and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture.

The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Noteholders to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the holders of not
less than a majority in principal amount of the outstanding Notes
affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority in principal
amount of the outstanding Notes affected thereby, on behalf of
the holders of all Notes, to waive compliance by the Company with
certain provisions of the Indenture. The Indenture also provides
that the holders of not less than a majority in principal amount
of the outstanding Notes may waive certain past defaults and
their consequences on behalf of the holders of all Notes. Any
such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Note or such Note.

As set forth in, and subject to, the provisions of the
Indenture, no holder of any Notes will have any right to
institute any proceeding with respect to the Indenture or for any
remedy thereunder, unless such holder shall have previously given
to the Trustee written notice of a continuing Event of Default
with respect to the Notes, the holders of not less than a
majority in principal amount of the outstanding Notes shall have
made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as Trustee, and the Trustee
shall have failed to institute such proceeding within 60 days,
provided, however, that such limitations do not apply to a suit
instituted by the holder hereof for the enforcement of payment of
the principal of and any premium or interest on this Note on or
after the respective due dates expressed herein.

No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note
at the times, places and rates, and in the coin or currency,
herein prescribed.

As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is
registrable in the Note Register. Upon surrender of this Note
for registration of transfer at the Corporate Trust Office of the
Trustee or such other office or agency as may be designated by it
in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Note registrar duly executed
by the holder hereof or the attorney of such holder duly
authorized in writing, and thereupon one or more new Notes of
like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.

The Notes are issuable only in registered form, without
coupons, in denominations of $1,000 and any integral multiple of
$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of
like tenor of a different authorized denomination, as requested
by the holder surrendering the same.

No service charge shall be made for any such
registration of transfer or exchange but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

The Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York.

All terms used in the Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the
face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:

Additional abbreviations may also be used though not in
the above list.

______________________

FOR VALUE RECEIVED the undersigned hereby sell(s)
assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________

_________________________________________________________________
Please print or typewrite name and address
including postal zip code of assignee

Dated:____________________

EXHIBIT C

Global Floating Rate Note

Registered REGISTERED

NO.

KANSAS CITY POWER & LIGHT COMPANY
Floating Rate
Medium-Term Note

CUSIP:
Original Issue Dates:

Base Rate:
Index Maturity:
Interest Payment Dates:
Initial Interest Rate:
Initial Interest Reset Date:
Interest Reset Dates:

Principal Amount: $
Maturity Date:

Maximum Interest Rate:
Minimum Interest Rate:
Redemption Date:
Spread:
Spread Multiplier:

or registered assigns the principal sum of

DOLLARS
on the Maturity Date set forth above and to pay interest thereon
from the Original Issue Date (or if this Global Note has two or
more Original Issue Dates, interest shall, beginning on each such
Original Issue Date, begin to accrue for that part of the
principal amount to which such Original Issue Date is applicable)
set forth above, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, monthly,
quarterly, semiannually or annually as specified above under
Interest Payment Period, on the Interest Payment Dates specified
above, commencing on (a) the first such Interest Payment Date
next succeeding the earliest Original Issue Date or Dates set
forth above, or (b) if such Original Issue Date is after a Record
Date and prior to the first Interest Payment Date, on the second
Interest Payment Date, and at Maturity, at a rate per annum equal
to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above, and thereafter at a rate per
annum determined in accordance with the provisions in the
Indenture for calculating the Interest Rate for Notes having the
Base Rate specified above, until the principal hereof is paid or
made available for payment. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in
whose name this Note is registered at the close of business on
the Record Date for such Interest Payment Date, which shall be
the fifteenth day (whether or not a Business Day) next preceding
such Interest Payment Date provided, however, that if an Original
Issue Date falls between a Record Date and an Interest Payment
Date, the first payment of interest with respect to such Original
Issue Date will be paid on the second Interest Payment Date
subsequent to such Original Issue Date to the Person in whose
name this Note is registered at the close of business on the
Record Date for such second Interest Payment Date, and provided
further, that interest payable on the Maturity Date or, if
applicable, upon redemption, shall be payable to the Person to
whom principal shall be payable. Except as otherwise provided in
the Indenture, any such interest not so punctually paid or dully
provided for will forthwith cease to be payable to the holder on
such Record Date and shall be paid to the Person in whose name
this Note is registered at the close of business on a Record Date
for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to Noteholders not less
than fifteen days prior to such Record Date. Payment of the
principal of and any premium and interest on this Note will be
made at the Corporate Trust Office of the Trustee in the Borough
of Manhattan, The City of New York, or such other office or
agency of the Company as may be designated by it for such
purpose, in such coin or currency of the United States of America
as at the time of payment is legal lender for payment of public
and private debts, provided, however, that at the option of the
Company, payment of interest may be made by United States dollar
check mailed to the address of the Person entitled thereto as
such address shall appear in the Note Register.

IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.

Dated
[SEAL]

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
Kansas City Power & Light
Company
This is one of the notes designated
therein referred to in the within- By
mentioned Indenture Executive
Vice President

THE BANK OF NEW YORK, as Trustee

By Attest

Authorized Signatory Secretary

KANSAS CITY POWER & LIGHT COMPANY
MEDIUM-TERM NOTE

Redemption Periods Redemption Prices

This Global Note will not be entitled to the benefit of
a sinking fund.

If an Event of Default with respect to Notes shall
occur and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture.

The Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York.

All terms used in the Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the
face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:

Additional abbreviations may also be used though not in
the above list.

______________________

FOR VALUE RECEIVED the undersigned hereby sell(s)
assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________

_________________________________________________________________
Please print or typewrite name and address
including postal zip code of assignee

Dated:____________________

EXHIBIT D

Floating Rate Note

Registered REGISTERED

NO.

KANSAS CITY POWER & LIGHT COMPANY
Floating Rate
Medium-Term Note

CUSIP:
Original Issue Dates:

Base Rate:
Index Maturity:
Interest Payment Dates:
Initial Interest Rate:
Initial Interest Reset Date:
Interest Reset Dates:

Principal Amount: $
Maturity Date:

Maximum Interest Rate:
Minimum Interest Rate:
Redemption Date:
Spread:
Spread Multiplier:

or registered assigns the principal sum of

DOLLARS
on the Maturity Date set forth above, and to pay interest thereon
from the Original Issue Date set forth above, or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, monthly, quarterly, semiannually or annually
as specified above under Interest Payment Period, on the Interest
Payment Dates specified above, commencing on (a) the first such
Interest Payment Date next succeeding the Original Issue Date or
Dates set forth above or (b) if such Original Issue Date is after
a Record Date and prior to the first Interest Payment Date, on
the second Interest Payment Date, and at maturity, at a rate per
annum equal to the Initial Interest Rate specified above until
the Initial Interest Rate Reset Date specified above, and
thereafter at a rate per annum determined in accordance with the
provisions in the Indenture for calculating the Interest Rate for
Notes having the Base Rate specified above, until the principal
hereof is paid or made available for payment. The interest so
payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note is registered at the close of
business on the Record Date for such interest which shall be the
fifteenth day (whether or not a Business Day), next preceding
such Interest Payment Date provided, however that if the Original
Issue Date falls between a Record Date and an Interest Payment
Date, the first payment of interest will be paid on the second
Interest Payment Date subsequent to such Original Issue Date to
the Person in whose name this Note is registered at the close of
business on the Record Date for such second Interest Payment
Date, and provided further, that interest payable on the Maturity
Date, or, if applicable, upon redemption, shall be payable to the
Person to whom principal shall be payable. Except as otherwise
provided in the Indenture, any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to
the holder on such Record Date and shall be paid to the Person in
whose name this Note is registered at the close of business on a
Record Date for the payment of such defaulted interest to be
fixed by the Company, notice whereof shall be given to
Noteholders not less than fifteen days prior to such Record Date.
Payment of the principal of and any premium and interest on this
Note will be made at the Corporate Trust Office of the Trustee in
the Borough of Manhattan, The City of New York, or such other
office or agency of the Company as may be designated by it for
such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts, provided, however, that at the option
of the Company, payment of interest may be made by United States
dollar check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.

IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal

Dated
[SEAL]

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
Kansas City Power & Light
Company
This is one of the notes designated
therein referred to in the within- By
mentioned Indenture Executive
Vice President

THE BANK OF NEW YORK, as Trustee

By Attest

Authorized Signatory Secretary

KANSAS CITY POWER & LIGHT COMPANY
MEDIUM-TERM NOTE

Redemption Periods Redemption Prices

This Note will not be entitled to the benefit of a
sinking fund.

If an Event of Default with respect to Notes shall
occur and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture.

The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Noteholders to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the holders of not
less than a majority in principal amount of the outstanding Notes
affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority in principal
amount of the outstanding Notes affected thereby, on behalf of
the holders of all Notes, to waive compliance by the Company with
certain provisions of the Indenture. The Indenture also provides
that the holders of not less than a majority in principal amount
of the outstanding Notes may waive certain past defaults and
their consequences on behalf of the holders of all Notes. Any
such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Note or such Note.

As set forth in, and subject to, the provisions of the
Indenture, no holder of any Notes will have any right to
institute any proceeding with respect to the Indenture or for any
remedy thereunder, unless such holder shall have previously given
to the Trustee written notice of a continuing Event of Default
with respect to the Notes, the holders of not less than a
majority in principal amount of the outstanding Notes shall have
made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as Trustee, and the Trustee
shall have failed to institute such proceeding within 60 days,
provided, however, that such limitations do not apply to a suit
instituted by the holder hereof for the enforcement of payment of
the principal of and any premium or interest on this Note on or
after the respective due dates expressed herein.

The Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York.

All terms used in the Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the
face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:

Additional abbreviations may also be used though not in
the above list.

______________________

FOR VALUE RECEIVED the undersigned hereby sell(s)
assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________

_________________________________________________________________
Please print or typewrite name and address
including postal zip code of assignee

Dated:____________________

STATE OF MISSOURI )
) ss:
COUNTY OF JACKSON )

I, ________________, a Notary Public in and for said
County and State aforesaid, do hereby certify that Bernard J.
Beaudoin of Kansas City Power & Light Company, a Missouri
corporation and Jeanie Sell Latz of said corporation, who are
personally known to me to be the same persons whose names are
subscribed to the foregoing instrument and who are both
personally known to me to be Executive Vice President and
Secretary of said corporation, appeared before me this day in
person and severally acknowledged that they this day signed,
sealed and delivered the said instrument as their free and
voluntary act as such Executive Vice President and Secretary,
respectively, of said corporation and as the free and voluntary
act of said corporation, for the uses and purposes therein set
forth, and that the seal affixed to said instrument is the
corporate seal of said corporation and that the said instrument
was executed, signed, sealed and delivered on behalf of said
corporation by authority of its Board of Directors, and
acknowledged said instrument to be the free and voluntary act and
deed of said corporation.

GIVEN under my hand and notarial seal this ___________
day of December, 1996.

____________________________

My commission expires:

STATE OF ____________ )
) ss.
COUNTY OF ___________ )

I, _____________________________, a Notary Public in
and for said County and State aforesaid, do hereby certify that
_________________________________ of The Bank of New York, a
corporation organized and existing under the laws of the State of
New York; and _____________________, of said corporation, who are
personally known to me to be the same persons whose names are
subscribed to the foregoing instrument and who are both
personally known to me to be an Assistant Vice President and
Assistant Treasurer of said corporation, appeared before me this
day in person and severally acknowledged that they this day
signed, sealed and delivered the said instrument as their free
and voluntary act as such an Assistant Vice President and
Assistant Treasurer, respectively, of said corporation, and as
the free and voluntary act of said corporation, for the uses and
purposes therein set forth, and that the seal affixed to said
instrument is the corporate seal of said corporation and that the
said instrument was executed, signed, sealed and delivered on
behalf of said corporation by authority of its By-laws, and
acknowledged said instrument to be the free and voluntary act and
deed of said corporation.

GIVEN under my hand and notarial seal this ____ day of
December, 1996.

___________________________
Notary Public

My commission expires:

Exhibit 5

December 4, 1996

Kansas City Power & Light Company
1201 Walnut Street
Kansas City, MO 64106

Ladies and Gentlemen:

I refer to the proposed issuance and sale by you of up to
$300,000,000 of Medium-Term Notes (the "Notes") under the
Registration Statement (Form S-3) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.

I am familiar with the proceedings to date with respect to
such records, documents and matters of law and satisfied myself
as to such matters of fact as I have considered relevant for
purposes of this opinion.

I am of the opinion that

1. Kansas City Power & Light Company (the "Company")
is a corporation duly organized and existing under the
laws of the State of Missouri, and duly authorized and
qualified to transact the business in which it is
engaged in the States of Missouri and Kansas.

2. The Indenture between the Company and The Bank of
New York creating the Notes (Exhibit 4-n) is in due
legal form.

3. The proposed forms of the Notes in Exhibit 4-n is
in due legal form.

4. When (a) appropriate regulatory authority has been
issued; (b) the Registration Statement shall have
become effective; (c) the issuance of the Notes has
been duly authorized by the Board of Directors of the
Company; (d) the indenture for the Notes has been
executed by the proper parties and has been duly
recorded; and (e) the Notes have been authenticated and
issued for money paid, labor due, or property actually
received, all in accordance with appropriate regulatory
authorizations:

Kansas City Power & Light Company
December 4, 1996
Page 2

(i) the Notes will be legally issued, fully
paid, non-assessable and binding obligations of
the Company, with the express terms and provisions
as set forth in the appropriate indenture; and

(ii) no approvals, other than those referred
to above, will be required in connection with the
creation and issuance of the Notes.

I hereby consent to the use of this opinion as an exhibit to
the above-mentioned Registration Statement.

Sincerely,

/s/Jeanie Sell Latz

Jeanie Sell Latz
Senior Vice President and
Chief Legal Officer

<TABLE>
Exhibit 12
KANSAS CITY POWER & LIGHT COMPANY

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

<CAPTION>
Year ended December 31
Twelve Months Ended _________________________________________________________
September 30, 1996 1995 1994 1993 1992 1991
__________________ _________________________________________________________
(Thousands)

<S> <C> <C> <C> <C> <C> <C>
Net income $ 111,753 $122,586 $104,775 $105,772 $ 86,334 $103,893

Add:
Taxes on income 47,370 66,803 66,377 67,953 52,196 60,278
Kansas City earnings tax 739 958 524 495 382 242
__________________ _________________________________________________________

Total taxes on income 48,109 67,761 66,901 68,448 52,578 60,520
__________________ _________________________________________________________

Interest on value of
leased property 8,007 8,269 6,732 7,273 6,366 5,075
Interest on long-term debt 53,372 52,184 43,962 50,118 54,266 63,057
Interest on short-term debt 1,272 1,189 1,170 750 2,749 3,299
Other interest expense
and amortization 4,731 3,112 4,128 4,113 2,173 2,665
__________________ _________________________________________________________

Total fixed charges 67,382 64,754 55,992 62,254 65,554 74,096
__________________ _________________________________________________________

Earnings before taxes
on income and fixed
charges $ 227,244 $255,101 $227,668 $236,474 $204,466 $238,509
__________________ _________________________________________________________
__________________ _________________________________________________________

Ratio of earnings to
fixed charges 3.37 3.94 4.07 3.80 3.12 3.22
__________________ _________________________________________________________
__________________ _________________________________________________________

</TABLE>

<PAGE>

Exhibit 23-a

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated January 31, 1996, included
in the Annual Report on Form 10-K for the fiscal year ended December 31,
1995, on our audits of the consolidated financial statements of Kansas
City Power & Light Company and Subsidiary. We also consent to the
reference to our firm under the caption "Experts."

/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

Kansas City, Missouri
December 4, 1996

<PAGE>
Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-3 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.

IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 5th day of November, 1996.

/s/David L. Bodde
David L. Bodde

STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )

On this 5th day of November, 1996, before me the
undersigned, a Notary Public, personally appeared David L. Bodde,
to be known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.

/s/Jacquetta L. Hartman
Notary Public
Ray County, Missouri

My Commission Expires:

April 8, 2000

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 5th day of November, 1996.

/s/William H. Clark
William H. Clark

STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )

On this 5th day of November, 1996, before me the
undersigned, a Notary Public, personally appeared William H.
Clark, to be known to be the person described in and who executed
the foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.

/s/Jacquetta L. Hartman
Notary Public
Ray County, Missouri

My Commission Expires:

April 8, 2000

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 5th day of November, 1996.

/s/Robert J. Dineen
Robert J. Dineen

STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )

On this 5th day of November, 1996, before me the
undersigned, a Notary Public, personally appeared Robert J.
Dineen, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that he executed the same as his free
act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.

/s/Jacquetta L. Hartman
Notary Public
Ray County, Missouri

My Commission Expires:

April 8, 2000

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 5th day of November, 1996.

/s/Arthur J. Doyle
Arthur J. Doyle

STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )

On this 5th day of November, 1996, before me the
undersigned, a Notary Public, personally appeared Arthur J.
Doyle, to be known to be the person described in and who executed
the foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.

/s/Jacquetta L. Hartman
Notary Public
Ray County, Missouri

My Commission Expires:

April 8, 2000

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 5th day of November, 1996.

/s/W. Thomas Grant II
W. Thomas Grant II

STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )

On this 5th day of November, 1996, before me the
undersigned, a Notary Public, personally appeared W. Thomas Grant
II, to be known to be the person described in and who executed
the foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.

/s/Jacquetta L. Hartman
Notary Public
Ray County, Missouri

My Commission Expires:

April 8, 2000

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 5th day of November, 1996.

/s/George E. Nettels, Jr.
George E. Nettels, Jr.

STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )

On this 5th day of November, 1996, before me the
undersigned, a Notary Public, personally appeared George E.
Nettels, Jr., to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that he executed the same as his free
act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.

/s/Jacquetta L. Hartman
Notary Public
Ray County, Missouri

My Commission Expires:

April 8, 2000

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, her true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-3 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.

IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 5th day of November, 1996.

/s/Linda H. Talbott
Linda H. Talbott

STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )

On this 5th day of November, 1996, before me the
undersigned, a Notary Public, personally appeared Linda H.
Talbott, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that she executed the same as her free
act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.

/s/Jacquetta L. Hartman
Notary Public
Ray County, Missouri

My Commission Expires:

April 8, 2000

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 5th day of November, 1996.

/s/Robert H. West
Robert H. West

STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )

On this 5th day of November, 1996, before me the
undersigned, a Notary Public, personally appeared Robert H. West,
to be known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.

/s/Jacquetta L. Hartman
Notary Public
Ray County, Missouri

My Commission Expires:

April 8, 2000

Exhibit 25

==============================================================================

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

______

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

______

KANSAS CITY POWER & LIGHT COMPANY
(Exact name of obligor as specified in its charter)

Missouri 44-0308720
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

1201 Walnut
Kansas City, Missouri 64106-2124
(Address of principal executive offices) (Zip code)

______________________

Medium Term Notes
(Title of the indenture securities)

===============================================================================

<PAGE>

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it
is subject.

- -------------------------------------------------------------------------------
Name Address
- -------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York

b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None. (See Note on page 3.)

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.

1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)

<PAGE>

6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)

7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York,
and State of New York, on the 4th day of December, 1996.

THE BANK OF NEW YORK

By: /S/ STEPHEN J. GIURLANDO
Name: STEPHEN J. GIURLANDO
Title:ASSISTANT VICE PRESIDENT

<PAGE>

Exhibit 7

______________________________________________________________________________

Consolidated Report of Condition of

THE BANK OF NEW YORK

of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business
June 30, 1996, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions
of the Federal Reserve Act.

Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 3,650,068
Interest-bearing balances .......... 738,260
Securities:
Held-to-maturity securities ........ 784,969
Available-for-sale securities ...... 2,033,407
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the bank:
Federal funds sold ................... 3,699,232
Securities purchased under
agreements to resell ................. 20,000
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................28,109,045
LESS: Allowance for loan and
lease losses ..............586,658
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve 27,521,958
Assets held in trading accounts ...... 678,844
Premises and fixed assets (including
capitalized leases) ................ 608,217
Other real estate owned .............. 50,599
Investments in unconsolidated
subsidiaries and associated
companies .......................... 235,670
Customers' liability to this bank on
acceptances outstanding ............ 904,948
Intangible assets .................... 450,230
Other assets ......................... 1,299,464
___________
Total assets ......................... $42,675,866
___________
___________

LIABILITIES
Deposits:
In domestic offices ................ $19,223,050
Noninterest-bearing .......7,675,758
Interest-bearing .........11,547,292
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 11,527,685
Noninterest-bearing ..........48,502<PAGE>

Interest-bearing .........11,479,183
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 1,498,351
Securities sold under agreements
to repurchase .................... 126,974
Demand notes issued to the U.S.
Treasury ........................... 231,865
Trading liabilities .................. 479,390
Other borrowed money:
With original maturity of one year
or less .......................... 2,521,578
With original maturity of more than
one year ......................... 20,780
Bank's liability on acceptances exe-
cuted and outstanding .............. 905,850
Subordinated notes and debentures .... 1,020,400
Other liabilities .................... 1,543,657
__________
Total liabilities .................... 39,099,580
__________
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 2,124,231
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ ( 8,063)
Cumulative foreign currency transla-
tion adjustments .................. ( 7,832)
___________
Total equity capital ................ 3,576,286
___________
Total liabilities and equity
capital ........................... $42,675,866
___________
___________

I, Robert E. Keilman, Senior Vice President and Comptroller of
the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.

Robert E. Keilman

We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and
to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

J. Carter Bacot
Alan R. Griffith Directors
Thomas A. Renyi