WESTERN RESOURCES INC /KS, S-3, 1995-10-18

WESTERN RESOURCES INC /KS
S-3, 1995-10-18
ELECTRIC & OTHER SERVICES COMBINED

Previous: JEFFERSON PILOT CORP, S-3, 1995-10-18

Next: WESTERN RESOURCES INC /KS, 8-A12B, 1995-10-18

As filed with the Securities and Exchange Commission on October 18, 1995
Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

Western Resources, Inc. Western Resources Capital I
(Exact name of registrant as Western Resources Capital II
specified in its charter) (Exact name of registrants as
specified in the Trust Agreements)
Kansas Delaware
(State or other jurisdiction of incorporation or organization)

48-0290150 (to be applied for)
(I.R.S. Employer Identification No.)

818 Kansas Avenue
Topeka, Kansas 66612
(913) 575-6300
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)

Steven L. Kitchen John K. Rosenberg, Esq.
Executive Vice President Executive Vice President
and Chief Financial Officer and General Counsel
Western Resources, Inc. Western Resources, Inc.
Topeka, Kansas 66612 Topeka, Kansas 66612
(913) 575-6300 (913) 575-6300
(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 the Registration Statement becomes effective, as determined by
market conditions and other factors.

____________________

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, please check the following box. /X_/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /__/

<PAGE>

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /__/
____________________

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

Proposed
Proposed Maximum
Title of Each Class Amount Maximum Aggregate
of Securities To To Be Offering Price Offering Amount of
Be Registered Registered(1) Per Unit(2) Price(2) Registration Fee
<S> <C> <C> <C> <C>
Western Resources Capital I
Western Resources Capital II
Cumulative Quarterly
Income Preferred
Securities............

Western Resources, Inc.
Guarantees with
respect to Preferred
Securities............

Western Resources, Inc.
Deferrable Interest
Subordinated
Debentures............

Total................... $200,000,000 100% $200,000,000 $68,966

___________________-
<FN>
(1) There are being registered hereunder a presently indeterminate number of
Cumulative Quarterly Income Preferred Securities of Western Resources Capital I
and Western Resources Capital II with an aggregate initial public offering price
not to exceed $200,000,000, together with related Guarantees and Deferrable
Interest Subordinated Debentures of Western Resources, Inc. for which no separate
consideration will be received by any of the Registrants.
(2) Pursuant to Rule 457(n) and (o), the registration fee is calculated on the basis
of the proposed maximum offering price of the Cumulative Quarterly Income
Preferred Securities.

</TABLE>
__________________________

The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
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.

<PAGE>

SUBJECT TO COMPLETION, DATED OCTOBER 18, 1995
PRELIMINARY PROSPECTUS SUPPLEMENT TO PRELIMINARY PROSPECTUS DATED OCTOBER , 1995

Preferred Securities
Western Resources Capital I
% Cumulative Quarterly Income Preferred Securities, Series A ("QUIPS"SM)*
(Liquidation Amount $25 per Preferred Security)

guaranteed to the extent that the Series A Issuer has funds
as set forth herein by

Western Resources, Inc.

The % Cumulative Quarterly Income Preferred Securities, Series A (the
"Series A Preferred Securities") offered hereby represent undivided preferred
beneficial interests in Western Resources Capital I, a trust formed under the
laws of the State of Delaware (the "Series A Issuer" or the "Series A Trust").
The preferred interests represented by the Series A Preferred Securities will
have a preference under certain circumstances with respect to cash distributions
and amounts payable on liquidation, redemption or otherwise over the trust
interests represented by the Series A Common Securities (as defined) issued by
the Series A Issuer. See "Description of the Preferred Securities--Subordination
of Common Securities" in the accompanying Prospectus.

Western Resources, Inc., a Kansas corporation ("Western Resources" or the
"Company"), is the owner of the trust interests represented by the common
securities (the "Series A Common Securities") issued by the Series A Issuer. The
Series A Issuer exists for the sole purpose of issuing its trust interests and
investing the proceeds thereof in the % Deferrable Interest Subordinated
Debentures, Series A Due , (the "Series A Debentures") issued by Western
Resources.

Holders of the Series A Preferred Securities will be entitled to receive
cumulative cash distributions accruing from the date of original issuance and
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year, commencing , 199 , at the rate of % per annum. Western Resources
has the right to defer interest payments on the Series A Debentures by extending
the interest payment period thereon at any time for up to 20 consecutive
quarters (each an "Extension Period"). If interest payments are so deferred,
distributions on the Series A Preferred Securities will also be deferred. During
an Extension Period, distributions, as well as interest thereon to the extent
permitted by law, will continue to accrue, and holders of Series A Preferred
Securities will be required to accrue interest income for United States Federal
income tax purposes. See "Certain Terms of the Series A Debentures--Option to
Extend Interest Payment Period" and "United States Taxation--Potential Extension
of Interest Payment Period and Original Issue Discount."

The payment of distributions, out of moneys held by the Series A Issuer,
and payments upon liquidation of the Series A Issuer or the redemption of Series
A Preferred Securities, as set forth below, are guaranteed to the extent set
forth herein by Western Resources (the "Series A Guarantee"). See "Certain Terms
of the Series A Guarantee." If Western Resources fails to make interest payments
on the Series A Debentures held by the Series A Issuer, the Series A Issuer will
have insufficient funds to pay distributions on the Series A Preferred
Securities. The Series A Guarantee does not cover payment of distributions when
the Series A Issuer does not have sufficient funds to pay such distributions. In
such event, the remedy of a holder of Series A Preferred Securities is to
enforce the rights of the Series A Issuer under the Series A Debentures

_________________________
* QUIPSSM is a servicemark of Goldman, Sachs & Co.

<PAGE>
held by the Series A Issuer. Western Resources' obligations under the
Series A Guarantee are subordinate and junior in right of payment to all other
liabilities of Western Resources except trade credit and any liabilities that
may be made pari passu with or subordinate to the Series A Guarantee expressly
by their terms ("Senior Indebtedness"). Wilmington Trust Company is the Property
Trustee of the Series A Issuer and the Guarantee Trustee of the Company.

The Series A Preferred Securities are subject to mandatory redemption upon
repayment of the Series A Debentures at maturity or their earlier redemption, in
whole or in part. See "Description of the Preferred Securities--Redemption" in
the accompanying Prospectus. Western Resources will have the option at any time
on or after , to redeem, in whole or in part, the Series A Debentures, and will
also have the right at any time, upon occurrence of a Special Event (as defined
herein), to redeem, in whole but not in part, the Series A Debentures. See
"Description of the Debentures--Optional Redemption" in the accompanying
Prospectus.

The Series A Debentures are subordinate and junior in right of payment to
all Senior Indebtedness of Western Resources. As of June 30, 1995, Western
Resources had approximately $1.8 billion principal amount of Senior Indebtedness
outstanding. The terms of the Series A Debentures do not limit Western
Resources' ability to incur additional Senior Indebtedness. See "Description of
the Debentures--Subordination" in the accompanying Prospectus.

In the event of the liquidation of the Issuer, the holders of the Series A
Preferred Securities will be entitled to receive for each Preferred Security a
liquidation preference of $25 (the "Liquidation Amount") plus accrued and unpaid
distributions thereon to the date of payment and interest thereon to the extent
permitted by law, subject to certain limitations. See "Description of the
Preferred Securities--Liquidation Distribution Upon Dissolution" in the
accompanying Prospectus.

Application has been made to list the Series A Preferred Securities on the
New York Stock Exchange.

The Series A Preferred Securities will be represented by a global
certificate registered in the name of The Depository Trust Company ("DTC") or
its nominee. Beneficial interests in the Series A Preferred Securities will be
shown on, and transfers thereof will be effected only through, records
maintained by Participants (as defined herein) in DTC. Except as described
herein, Series A Preferred Securities in certificated form will not be issued in
exchange for the global certificate. See "Description of the Preferred
Securities--Book-Entry-Only Issuance--The Depository Trust Company" in the
accompanying Prospectus.

____________________

See "Risk Factors" beginning on page S-6 hereof for certain information
relevant to an investment in the Series A Preferred Securities, including the
period and circumstances during and under which payment on the Series A
Preferred Securities and the Series A Debentures may be deferred and the related
Federal income tax consequences.

____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
ACCOMPANYING PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________

<PAGE>
<TABLE>
<CAPTION>
________________________________________________________________________________________
Initial
Public Under- Proceeds to
Offering writing the Series A
Price Commission(1) Issuer(2)(3)
<S> <C> <C> <C>
Per Series A Preferred Security............... $ (2) $
Total......................................... $ (2) $
_______________________________________________________________________________________
_______________
<FN>
(1) The Series A Issuer and Western Resources have agreed to indemnify the several
Underwriters (as defined herein) against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."
(2) In view of the fact that the proceeds of the sale of the Series A Preferred
Securities will be used to purchase the Series A Debentures, the Underwriting
Agreement provides that Western Resources will pay to the Underwriters, as
compensation for their arranging the investment therein of such proceeds, $
per Series A Preferred Security (or $ in the aggregate); or, in the case of
certain institutions, $ per Series A Preferred Security. See
"Underwriting."
(3) Expenses of the offering, which are payable by Western Resources, are estimated to
be $ .
</TABLE>
____________________

The Series A Preferred Securities offered hereby are offered severally by
the Underwriters, as specified herein, and subject to receipt and acceptance by
them and subject to their right to reject any order in whole or in part. It is
expected that delivery of the Series A Preferred Securities will be made only in
book-entry form through the facilities of DTC on or about , 1995.

Goldman, Sachs & Co. Smith Barney Inc.

Dillon, Read & Co. Inc.
Prudential Securities Incorporated
Edward D. Jones & Co.

____________________

The date of this Prospectus Supplement is , 1995.

<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. Neither this prospectus supplement nor the prospectus to which it
relates shall constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.

<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SERIES A PREFERRED SECURITIES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.

<PAGE>
PROSPECTUS SUMMARY

The following summary information is qualified in its entirety by the
detailed information and financial statements incorporated herein by reference.

The Offering

Securities Offered..................... % Cumulative Quarterly Income
Preferred Securities, Series A

Distribution Payment Dates............. March 31, June 30, September 30 and
December 31, commencing ,
199 , subject to deferral as
described herein

Redemption............................. At the option of Western Resources
at $25 per Preferred Security, in
whole or in part, on or after
, or, in whole, but not in
part, upon the occurrence of a
Special Event (as defined herein).

Use of Proceeds........................ Proceeds from this offering will be
used by Western Resources for the
repayment of certain of its short-
term debt and for general corporate
purposes.

Western Resources

Principal Business..................... Supplying electric and natural gas
service

Utility Service Area................... Kansas (electric and gas utility
service) and Oklahoma (gas utility
service)

Approximate Customers during 1994...... Electric: 594,000
Gas: 643,000

<PAGE>
<TABLE>
<CAPTION>
Western Resources, Inc.
Summary Consolidated Financial Information
(Dollars in thousands, except per share amounts)

Unaudited
Six Months Ended
_____________________
Years Ended December 31, June 30, June 30,
1990 1991(1) 1992(2) 1993 1994(3) 1994 1995

Income Statement Data
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............. $1,149,755 $1,162,178 $1,556,248 $1,909,359 $1,617,943 $879,504 $750,926
Operating Income..... 131,990 129,621 239,169 292,063 269,546 127,681 116,546
Net Income........... 79,619 89,645 127,884 177,370 187,447 96,380 63,291
Earnings Applicable
to Common Stock.... 77,875 83,268 115,133 163,864 174,029 89,671 56,582
Average Common Shares
Outstanding........ 34,566,170 34,566,170 52,271,932 59,294,091 61,617,873 61,617,873 61,816,659
Earnings Per Average
Common Share....... $2.25 $2.41 $2.20 $2.76 $2.82 $1.46 $0.92

Ratios of Earnings
to Fixed Charges... 2.74 2.98 2.02 2.36 2.65
Ratios of Earnings
to Combined Fixed
Charges and
Preferred and
Preference
Dividend
Requirements....... 2.64 2.61 1.84 2.14 2.37

S-2
<PAGE>
_______________________
<FN>
(1) Includes a special one-time dividend of $.18 per share paid on February 28, 1991.
Includes cumulative effect to January 1, 1991 of a change in revenue recognition resulting in a $17.36
million ($.50 per share) increase.

(2) After giving effect to the acquisition of Kansas Gas and Electric Company, effective
from March 31, 1992.

(3) After giving effect to the sales of Western Resources' Missouri gas properties,
effective from January 31, 1994 and February 28, 1994.

</TABLE>

S-3

<PAGE>
<TABLE>
<CAPTION>
Unaudited

As of June 30, 1995
Actual As Adjusted
Amount Percentage Amount Percentage
------ ---------- ------ ----------
(Dollars in thousands)

Summary of Capitalization
<S> <C> <C> <C> <C>
Common Stock Equity............................................$1,477,163 48.4% $1,477,163 46.9%
Cumulative Preferred Stock Not Subject to Mandatory
Redemption................................................... 24,858 0.8 24,858 0.8
Preference Stock Subject to Mandatory Redemption............... 150,000 4.9 150,000 4.7
Company-obligated mandatorily redeemable preferred
securities of Trust subsidiary(1)............................ --- 100,000 3.2

Long-term Debt:
First Mortgage Bonds..................................... 841,000 841,000
Pollution Control Bonds.................................. 521,817 521,817
Revolving Credit Agreement............................... 57,500 57,500
Less:
Unamortized Premium and Discount (Net)........... 5,684 5,684
Long-Term Debt Due Within One Year............... 16,000 16,000
------ ------
Total Long-term Debt........................... 1,398,633 45.9 1,398,633 44.4
---------- ------ ---------- -----
Total Capitalization.....................................$3,050,654 100.0% $3,150,654 100.0%
---------- ------ ---------- -----
Current Liabilities:
Long-term Debt ..........................................$ 16,000 $ 16,000
Short-term Borrowings....................................$ 282,800 $ 186,615

____________________
<FN>

S-4

<PAGE>
(1) As described herein, the assets of the Series A Issuer will include $100 million of __% Series A
Debentures of Western Resources and will constitute approximately 97% of the total assets of the
Series A Issuer.

</TABLE>

S-5

<PAGE>
RISK FACTORS

Prospective purchasers of Series A Preferred Securities should
carefully review the information contained elsewhere in this Prospectus
Supplement and the accompanying Prospectus and should particularly consider
the following matters:

Subordination of Series A Guarantee and Series A Debentures.
Western Resources' obligations under the Series A Guarantee and under the
Series A Debentures are subordinate and junior in right of payment to all
Senior Indebtedness other than indebtedness that may be made pari passu
with or subordinate to the Series A Guarantee and the Series A Debentures
expressly by their terms. As of June 30, 1995, Western Resources had
approximately $1.8 billion principal amount of indebtedness for borrowed
money and capitalized lease obligations constituting Senior Indebtedness
outstanding on a consolidated basis. There are no terms of the Series A
Preferred Securities, the Series A Debentures or the Series A Guarantee
that limit Western Resources' ability to incur additional Senior
Indebtedness. See "Description of the Guarantees--Status of the
Guarantees" and "Description of the Debentures--Subordination," each as set
forth in the accompanying Prospectus.

The ability of the Series A Issuer to pay amounts due on the
Series A Preferred Securities is solely dependent upon Western Resources
making payments on the Series A Debentures as and when required.

Option to Extend Interest Payment Period; Tax Consequences.
Western Resources has the right under the Indenture (as defined herein) to
extend, from time to time, the interest payment period on the Series A
Debentures for a period not exceeding 20 consecutive quarters. Upon the
termination of any such extended interest payment period and the payment of
all amounts then due, Western Resources may select a new extended interest
payment period, subject to the requirements described herein. During any
such extended interest payment period, quarterly distributions on the
Series A Preferred Securities would be deferred (but would continue to
accrue with interest thereon to the extent permitted by law) by the Series
A Issuer. In the event that Western Resources exercises this right, during
such period it may not declare or pay dividends or distributions (other than
dividends or distributions payable in common stock of Western Resources or
other securities, including other debentures, ranking junior in right of pay-
ment to the Series A Debentures) on, or redeem, purchase, acquire, or make a
liquidation payment with respect to any of its capital stock or any security
ranking pari passu with or junior in right of payment to the Series A Deben-
tures, or make any guarantee payment with respect to the foregoing (other
than pro rata payments under the Guarantees) or repurchase, or cause any of
its subsidiaries to repurchase, any security of Western Resources ranking
pari passu with or junior in right of payment to the Series A Debentures

S-6

<PAGE>
(except for payments made on any series of Debentures upon the stated maturity
of such Debentures); provided that Western Resources may redeem, purchase,
acquire or make a liquidation payment with respect to any of its capital
stock, make any guarantee payment with respect to the foregoing or
repurchase, or cause any of its subsidiaries to repurchase, any security of
Western Resources ranking pari passu with or junior in right of payment to
the Series A Debentures with securities (or the proceeds from the issuance
of securities) having no higher ranking than the capital stock or the other
securities which are to be redeemed, purchased, acquired, with respect to
which a liquidation payment is to be made, to which a guarantee payment is
to be made with respect to the foregoing or which are to be repurchased.
Prior to the termination of any such extended interest payment period,
Western Resources may further extend the interest payment period, provided
that such extended interest payment period, together with all previous and
further extensions thereof, may not exceed 20 consecutive quarters and that
such extended interest payment period may not extend beyond the maturity or
redemption date of the Series A Debentures. Upon the termination of any
extended interest payment period and the payment of all amounts then due,
Western Resources may select a new extended interest payment period,
subject to the foregoing requirements. If Western Resources should
determine to exercise its extension right in the future, the market price
of the Series A Preferred Securities is likely to be affected. The Series
A Issuer and Western Resources believe that such an extension of an
interest payment period on the Series A Debentures is unlikely to occur.
See "Certain Terms of the Series A Preferred Securities--Distributions" and
"Certain Terms of the Series A Debentures--Option to Extend Interest
Payment Period."

Should an interest payment period be extended, Series A
Preferred Securities holders will continue to recognize interest income for
United States Federal income tax purposes. As a result, such holders will
be required to include accruing interest in gross income for United States
Federal income tax purposes in advance of the actual receipt of such
interest. Furthermore, such holders will not receive the related actual
interest payments from the Series A Issuer if they dispose of their Series
A Preferred Securities prior to the record date for payment of
distributions. See "United States Taxation--Potential Extension of
Interest Payment Period and Original Issue Discount."

Rights Under the Series A Guarantee. The Series A Guarantee
will be qualified as an indenture under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). Wilmington Trust Company will act as
indenture trustee under the Series A Guarantee for the purposes of
compliance with the Trust Indenture Act (the "Guarantee Trustee"). The
Guarantee Trustee will hold the Series A Guarantee for the benefit of the
holders of the Series A Preferred Securities and will also be the trustee
for the Series A Debentures and the Property Trustee (as defined herein).

S-7

<PAGE>
The Series A Guarantee is limited to a guarantee, on a
subordinated basis, to the holders of the Series A Preferred Securities, of
the payment (but not the collection) of (i) any accrued and unpaid
distributions required to be paid on the Series A Preferred Securities, if
and only to the extent that the Series A Issuer has funds sufficient to
make payment therefor, (ii) the Redemption Price (as defined herein),
including all accrued and unpaid distributions, with respect to Series A
Preferred Securities called for redemption by the Series A Issuer, if and
only to the extent that the Series A Issuer has funds sufficient to make
payment therefor and (iii) upon a voluntary or involuntary dissolution,
winding up or termination of the Series A Issuer (other than in connection
with a redemption of all of the Series A Preferred Securities), the lesser
of (a) the aggregate Liquidation Amount and all accrued and unpaid
distributions on the Series A Preferred Securities to the date of payment,
to the extent the Series A Issuer has funds sufficient to make such
payment, and (b) the amount of assets of the Series A Issuer remaining
available for distribution to holders of the Series A Preferred Securities
in liquidation of the Series A Issuer. The holders of a majority in
aggregate Liquidation Amount of the Series A Preferred Securities have the
right to direct the time, method and place of conducting any proceeding for
any remedy available to the Guarantee Trustee or to direct the exercise of
any trust or power conferred upon the Guarantee Trustee under the Series A
Guarantee. If the Guarantee Trustee fails to enforce the Series A
Guarantee, any holder of Series A Preferred Securities may institute a
legal proceeding directly against Western Resources to enforce such
Holder's rights under the Series A Guarantee without first instituting a
legal proceeding against the Series A Issuer, the Guarantee Trustee or any
other person or entity. If Western Resources were to default on its
obligations under the Series A Debentures, the Series A Issuer would lack
available funds for the payment of distributions or amounts payable on
redemption of the Series A Preferred Securities or otherwise, and in such
event holders of the Series A Preferred Securities would not be able to
rely upon the Series A Guarantee for payment of such amounts. In such
event, if both the Debenture Trustee and the Series A Issuer, as the holder
of the Series A Debentures, fail to enforce the rights of the Series A
Issuer under the Series A Debentures, the holders of at least 25% in
aggregate Liquidation Amount of the Series A Preferred Securities then
outstanding shall have the right to enforce the rights of the Series A
Issuer under the Series A Debentures. See "Description of the
Guarantees--Status of the Guarantees" and "Description of the
Debentures--Subordination," each set forth in the accompanying Prospectus.
The Series A Trust Agreement (as defined herein) provides that each holder
of Series A Preferred Securities, by acceptance thereof, agrees to the
provisions of the Series A Guarantee and the Indenture (as defined in the
accompanying Prospectus).

Special Event Redemption. Upon the occurrence of a Special
Event (as defined herein), Western Resources has the right to redeem the
Series A Debentures, in whole but not in part, in which event the Series A

S-8

<PAGE>
Issuer will redeem the Series A Preferred Securities. See "Certain Terms
of the Series A Preferred Securities--Redemption" and "--Special Event
Redemption or Distribution."

Limited Voting Rights. Holders of Series A Preferred
Securities will have limited voting rights, and, except upon the occurrence
of an Event of Default (as defined herein) under the Series A Trust
Agreement, will not be entitled to vote to appoint, remove or replace the
Property Trustee or the Administrative Trustees (as defined herein) or to
increase or decrease the number of the Administrative Trustees. Such
voting rights are vested exclusively in Western Resources, as the holder of
the Series A Common Securities, unless and until an Event of Default has
occurred and is continuing. See "Description of the Preferred
Securities--Events of Default; Notice" in the accompanying Prospectus.

Trading Characteristics of Series A Preferred Securities.
Application has been made to list the Series A Preferred Securities on the
New York Stock Exchange. If approved for listing, the Series A Preferred
Securities are expected to trade at a price that takes into account the
value, if any, of accrued and unpaid distributions; thus, purchasers will
not pay and sellers will not receive any accrued and unpaid interest with
respect to their undivided interests in Series A Debentures owned through
the Series A Preferred Securities that is not included in the trading price
of the Series A Preferred Securities. However, interest on the Series A
Debentures will be included in the gross income of U.S. Holders (as defined
herein) of Series A Preferred Securities as it accrues, rather than when it
is paid. See "United States Taxation--Income from Series A Preferred
Securities" and "--Disposition of Series A Preferred Securities."

Because the Series A Preferred Securities pay a dividend at a
fixed rate based upon the fixed interest rate payable on the Series A
Debentures, the trading price of the Series A Preferred Securities may
decline if interest rates rise.

Holding Company Structure. A significant portion of the
operations of Western Resources are conducted through its subsidiaries,
principally Kansas Gas and Electric Company ("KG&E"). Except to the extent
that Western Resources may itself be a creditor with recognized claims
against its subsidiaries, claims of the creditors of such subsidiaries will
have priority with respect to the assets and earnings of such subsidiaries
over the claims of creditors of Western Resources, including claims under
the Series A Debentures and the Series A Guarantee, even though such
subsidiary obligations do not constitute Senior Indebtedness. The
liabilities of Western Resources subsidiaries aggregated approximately $1.3
billion, and the assets of such subsidiaries were approximately $3.3
billion as of June 30, 1995.

In addition, in the event of a default on Western Resources
debt or an insolvency, liquidation or other reorganization of Western

S-9

<PAGE>
Resources, creditors will have no right to proceed against the assets of
its subsidiaries or to cause their liquidation under Federal or state
bankruptcy laws.

WESTERN RESOURCES CAPITAL I

Western Resources Capital I is a statutory business trust
formed under the Delaware Business Trust Act pursuant to (i) a Trust
Agreement executed by Western Resources, as depositor of the Series A
Issuer, and the Property Trustee and (ii) the filing of a Certificate of
Trust with the Delaware Secretary of State on October 12, 1995. Such Trust
Agreement will be amended and restated in its entirety (as so amended and
restated, the "Series A Trust Agreement") substantially in the form filed
as an exhibit to the Registration Statement of which this Prospectus
Supplement is a part. The Series A Trust Agreement will be qualified as an
indenture under the Trust Indenture Act. The Series A Issuer exists for
the exclusive purposes of (i) issuing the Series A Preferred Securities and
the Series A Common Securities representing trust interests in the Series A
Issuer, (ii) purchasing the Series A Debentures with the Series A Common
Securities and the proceeds from the sale of the Series A Preferred
Securities and (iii) engaging only in those other activities necessary or
incidental thereto. All of the Series A Common Securities will be owned by
Western Resources. The Series A Common Securities will rank pari passu,
and payments will be made thereon pro rata, with the Series A Preferred
Securities, except that upon the occurrence and continuance of an Event of
Default under the Series A Trust Agreement, the rights of the holders of
the Series A Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise will be subordinate and
junior to the rights of the holders of the Series A Preferred Securities.
Western Resources will acquire Series A Common Securities having an
aggregate Liquidation Amount equal to 3% of the total capital of the Series
A Issuer. The Series A Issuer will terminate on , 2025 unless
earlier terminated as provided in the Series A Trust Agreement. The Series
A Issuer's business and affairs will be conducted by the Property Trustee
and the Administrative Trustees. The holder of the Series A Common
Securities, or if an Event of Default has occurred and is continuing, the
holders of at least a majority in the aggregate Liquidation Amount of the
then outstanding Series A Preferred Securities, will be entitled to
appoint, remove or replace the Trustees (as defined herein) of the Series A
Issuer.

The duties and obligations of the Trustees shall be governed by
the Series A Trust Agreement. Steven L. Kitchen, James A. Martin and John
K. Rosenberg, all officers of Western Resources, will be appointed as
Administrative Trustees pursuant to the terms of the Series A Trust
Agreement. Under the Series A Trust Agreement, the Administrative Trustees
will have certain duties and powers including, but not limited to, the
delivery of certain notices to the holders of the Series A Preferred
Securities, the appointment of the Paying Agent (as defined in the

S-10

<PAGE>
accompanying Prospectus) and the Registrar (as defined in the accompanying
Prospectus) and the registering of transfers of the Series A Preferred
Securities. Under the Series A Trust Agreement, Wilmington Trust Company,
as the Property Trustee, will have certain duties and powers including, but
not limited to, holding legal title to the Series A Debentures on behalf of
the Series A Trust, the collection of payments in respect of the Series A
Debentures, maintenance of the Payment Account (as defined in the Series A
Trust Agreement), the sending of default notices with respect to the Series
A Preferred Securities and the distribution of the assets of the Series A
Trust in the event of a winding up of the Series A Trust. See "Description
of the Preferred Securities" in the accompanying Prospectus.

Western Resources has agreed to pay all fees and expenses
related to the Series A Issuer and the offering of the Series A Preferred
Securities.

WESTERN RESOURCES, INC.

General

The Company conducts its non-regulated business through Astra
Resources, Inc., Astra Power, Inc., Astra Services, Inc. and Mid Continent
Market Center, Inc. These businesses include natural gas compression,
transportation, storage, marketing, processing, gathering services and
electric power marketing, and investments in energy and technology related
businesses. The Company's principal executive offices are located at 818
Kansas Avenue, Topeka, Kansas 66612 and its telephone number is
(913) 575-6300.

Recent Developments

As disclosed in the Company's 10-K for 1994 in Note 1 of the
Notes to Consolidated Financial Statements included therein, the Company
has acquired corporate owned life insurance policies (COLI). A portion of
the net income generated by COLI policies purchased in 1992 and 1993 is
used to offset the costs of post-retirement and post-employment benefits
offered to certain current and former employees. A significant portion of
such income relates to the tax deduction currently taken for interest
incurred on contract borrowings under COLI policies. The amount of the
interest deduction used to offset these benefits costs for the nine months
ended September 30, 1995 and the years ended December 31, 1994 and 1993,
were $4.7 million, $5.8 million and $4.5 million, respectively. The U.S.
Congress is considering legislation which, if enacted, may substantially

S-11

<PAGE>
reduce or eliminate this deduction. In addition, Western Resources may be
required to reflect on its books on a prospective basis the accrued costs
of post-employment and post-retirement benefits. As of September 30, 1995,
approximately $32 million of post-employment and post-retirement benefits
costs had been accrued and deferred. The Company's non-cash cost of
providing these post-employment and post-retirement benefits on an annual
basis approximates $10 million. If the legislation is enacted, the Company
currently believes that it would be allowed to recover these costs through
rates.

COVERAGE RATIOS

The following table sets forth the ratios of earnings to fixed
charges of Western Resources and its subsidiaries for each of the years
1990 through 1994 and for the twelve months ended June 30, 1995.(1)
<TABLE>
<CAPTION>
Unaudited
Twelve Months
Ended
Years Ended December 31, June 30, 1995
- -------------------------------------------------- -------------
1990 1991(2) 1992(3) 1993 1994(4)
- ---- ------- ------- ---- -------
<S> <C> <C> <C> <C> <C>
2.74 2.98 2.02 2.36 2.65 2.31

(2) Includes a special one-time dividend of $.18 per share paid on
February 28, 1991. Includes cumulative effect to January 1, 1991 of
a change in revenue recognition resulting in a $17.36 million ($.50
per share) increase.

(3) After giving effect to the acquisition of KG&E, effective from
March 31, 1992.

(4) After giving effect to the sales of Western Resources' Missouri gas
properties, effective from January 31, 1994 and February 28, 1994.
</TABLE>

The following table sets forth the ratios of earnings to
combined fixed charges and preferred and preference stock dividends for
each of the years 1990 through 1994 and for the twelve months ended June
30, 1995.(1)

S-12

<PAGE>
<TABLE>
<CAPTION>
Unaudited
Twelve Months
Ended
Years Ended December 31, June 30, 1995
- ------------------------------------------------- --------------
1990 1991(2) 1992(3) 1993 1994(4)
- ---- ------- ------- ---- -------
<S> <C> <C> <C> <C> <C>
2.64 2.61 1.84 2.14 2.37 2.07

_______________________
<FN>
(1) Earnings are deemed to consist of net income to which has been added
income taxes (including net deferred investment tax credits) and
fixed charges. Fixed charges consist of all interest on
indebtedness, amortization of debt discount and expense, and the
portion of rental expense which represents an interest factor.
Preferred and preference dividend requirements consist of an amount
equal to the pre-tax earnings which would be required to meet
dividend requirements on preferred and preference stock.

(3) After giving effect to the acquisition of KG&E, effective from
March 31, 1992.

(4) After giving effect to the sales of Western Resources' Missouri gas
properties, effective from January 31, 1994 and February 28, 1994.

</TABLE>

S-13

<PAGE>

USE OF PROCEEDS

The Series A Issuer will use the proceeds from this
offering of $ million, together with the Series A Common
Securities, to purchase the Series A Debentures. Western
Resources will use the cash proceeds from the sale of the
Series A Debentures, net of the Underwriters' compensation and
the other expenses of this offering, for the repayment of
certain of its short-term debt and for general corporate
purposes. As of September 30, 1995, such short-term
indebtedness had a weighted average interest rate of
approximately 6.02% per annum and maturities within six months
of its date of issuance.

CERTAIN TERMS OF THE SERIES A PREFERRED SECURITIES

General

The following summary of certain terms and provisions
of the Series A Preferred Securities does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the Series A Trust Agreement. The form of the
Series A Trust Agreement has been filed as an exhibit to the
Registration Statement of which this Prospectus Supplement and
the accompanying Prospectus are a part. See "Description of
the Preferred Securities" in the accompanying Prospectus.

Distributions

The Series A Preferred Securities represent undivided
preferred beneficial interests in the assets of the Series A
Issuer, and the distributions on each Series A Preferred
Security are payable at the rate set forth on the cover page of
this Prospectus Supplement, payable, except in the event of an
extension, quarterly in arrears on March 31, June 30, September
30 and December 31 of each year. Distributions in arrears
after the quarterly payment date therefor will accumulate
additional distributions thereon (to the extent permitted by
law) compounded quarterly at the rate per annum set forth
above. The term "distributions" as used herein shall include
any such additional distributions to the extent permitted by
law. Distributions will accrue from the date of original
issuance of the Series A Preferred Securities. The amount of
distributions payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months and, for any
period shorter than a full monthly period, shall be computed on
the basis of the actual number of days elapsed in such period.

S-14

<PAGE>
So long as an Event of Default under the Indenture
has not occurred and is continuing, Western Resources has the
right at any time and from time to time to extend the interest
payment period on the Series A Debentures for not more than 20
consecutive quarters, provided that any such Extension Period
shall not extend beyond the maturity date or redemption date of
the Series A Debentures. During any Extension Period quarterly
distributions on the Series A Preferred Securities would be
deferred by the Series A Issuer, would continue to accrue, and
holders of Series A Preferred Securities would be required to
accrue interest income for United States Federal income tax
purposes. See "Certain Terms of the Series A
Debentures--Option to Extend Interest Payment Period" and
"United States Taxation--Potential Extension of Interest
Payment Period and Original Issue Discount." In the event that
Western Resources exercises this extension right, during such
period Western Resources will not declare or pay any dividends
or distributions (other than dividends or distributions payable
in common stock of Western Resources or other securities,
including other Debentures, ranking junior in right of payment
to the Series A Debentures) on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of its
capital stock or any security ranking pari passu with or junior
in right of payment to the Series A Debentures, or make any
guarantee payment with respect to the foregoing (other than pro
rata payments under the Guarantees) or repurchase, or cause any
of its subsidiaries to repurchase, any security of Western
Resources ranking pari passu with or junior in right of payment
to the Series A Debentures (except for payments made on any
series of Debentures upon the stated maturity of such
Debentures); provided that Western Resources may redeem,
purchase, acquire or make a liquidation payment with respect to
any of its capital stock, make any guarantee payment with
respect to the foregoing or repurchase, or cause any of its
subsidiaries to repurchase, any security of Western Resources
ranking pari passu with or junior in right of payment to the
Series A Debentures with securities (or the proceeds from the
issuance of securities) having no higher ranking than the
capital stock or the other securities which are to be redeemed,
purchased, acquired, with respect to which a liquidation
payment is to be made, to which a guarantee payment is to be
made with respect to the foregoing or which are to be
repurchased. This covenant effectively, requires that an
interest payment on one series of Debentures may be extended
only if the interest periods on all series of Debentures are
likewise extended. Prior to the termination of any such
extended interest payment period, Western Resources may further

S-15

<PAGE>
extend the interest payment period, provided that such
Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters or
extend beyond the maturity or redemption date of the Series A
Debentures. Upon the termination of any Extension Period and
the payment of all amounts then due, Western Resources may
select a new extended interest payment period, subject to the
above requirements. See "United States Taxation--Potential
Extension of Interest Payment Period and Original Issue
Discount" and "Certain Terms of the Series A Debentures--Option
to Extend Interest Payment Period."

Western Resources has no current intention of
exercising its right to defer payments of distributions on the
Series A Preferred Securities by extending the interest payment
period on the Series A Debentures.

Redemption

Upon the payment of the Series A Debentures, whether
at maturity or upon earlier redemption as provided in the
Indenture, the proceeds from such payment will be applied by
the Property Trustee to redeem a Like Amount (as defined below)
of the Series A Common Securities and the Series A Preferred
Securities, upon not less than 30 nor more than 90 days'
notice, at a Redemption Price equal to the aggregate
Liquidation Amount plus accumulated and unpaid distributions
plus interest thereon to the extent permitted by law to the
Redemption Date. See "Certain Terms of the Series A
Debentures--Redemption."

Western Resources has the right to redeem the Series
A Debentures (a) on or after ,200 , in whole or in part,
or (b) at any time, in whole but not in part, upon the
occurrence of a Tax Event or an Investment Company Event (each
as defined below, a "Special Event"), subject to the conditions
described under "--Special Event Redemption or Distribution,"
below.

Special Event Redemption or Distribution

If a Special Event shall occur and be continuing with
respect to the Series A Issuer or the Series A Preferred
Securities, Western Resources has the right to (i) redeem the
Series A Debentures in whole (but not in part) and thereby
cause a mandatory redemption of the Series A Preferred
Securities in whole (but not in part) at the Redemption Price
within 90 days following the occurrence of such Special Event,
or (ii) terminate the Series A Issuer and cause the Series A

S-16

<PAGE>
Debentures to be distributed, subject to the receipt of an
Opinion of Counsel experienced in such matters to the effect
that the holders of the Series A Preferred Securities will not
recognize gain or loss for Federal income tax purposes as a
result of such distribution, to the holders of the Series A
Preferred Securities in liquidation of the Series A Issuer. If
at any time the Series A Issuer is not or will not be taxed as
a grantor trust, but a Tax Event has not occurred, Western
Resources has the right to terminate the Series A Issuer and
cause the Series A Debentures to be distributed, subject to the
receipt of an Opinion of Counsel experienced in such matters to
the effect that the holders of the Series A Preferred
Securities will not recognize gain or loss for Federal income
tax purposes as a result of such distribution, to the holders
of the Series A Preferred Securities in liquidation of the
Series A Issuer. Under current United States Federal income
tax law and interpretations, if the Series A Trust is treated
as a grantor trust at the time of the distribution, such a
distribution should not be a taxable event to holders of the
Series A Preferred Securities. Should there be a change in
law, a change in legal interpretation, a Special Event or other
circumstances, however, the termination could be a taxable
event to holders of the Series A Preferred Securities. See
"United States Taxation--Receipt of Series A Debentures Upon
Liquidation of the Series A Issuer." If Western Resources does
not elect either option (i) or (ii) above, the Series A
Preferred Securities will remain outstanding.

"Tax Event" means the receipt by the Series A Issuer
or Western Resources, as the case may be, of an Opinion of
Counsel (which may be counsel to the Series A Issuer, Western
Resources or an affiliate, and which must be reasonably
acceptable to the Property Trustee) experienced in such matters
to the effect that a relevant tax law change has occurred. For
purposes of the preceding sentence a relevant tax law change is
any amendment or change of (or officially proposed amendment or
change to) the laws (including regulations thereunder) of the
United States or any political subdivision or taxing authority
thereof, or the publication of any judicial opinion
interpreting such laws (and regulations) or any written
interpretation of such laws (or regulations) by any
governmental authority having jurisdiction to enforce or
administer such laws (or regulations) (including official and
unofficial opinions purporting to apply such laws and
regulations to other persons who have issued securities similar
to the Series A Debentures), which amendment, change, proposed
amendment or change, opinion or interpretation could, if valid
and enacted or applied to the Series A Issuer or Western
Resources result in (i) the Series A Issuer, either currently

S-17

<PAGE>
or within 90 days of the date thereof, becoming subject to
United States Federal income tax with respect to interest
received on the Series A Debentures, (ii) interest payable by
Western Resources on the Series A Debentures attributable to
the Preferred Securities, either currently or within 90 days of
the date thereof, becoming nondeductible for United States
Federal income tax purposes or (iii) the Series A Issuer,
either currently or within 90 days of the date thereof,
becoming subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

"Investment Company Event" means the occurrence of a
change in law or regulation or a change in the interpretation
or application of any law or regulation by any legislative
body, court, governmental agency or regulatory authority (a
"Change in 1940 Act Law") to the effect that the Series A
Issuer is or will be considered an "investment company" that is
required to be registered under the Investment Company Act of
1940, as amended, which Change in 1940 Act Law becomes
effective on or after the date of original issuance of the
Series A Preferred Securities.

"Like Amount" means (i) with respect to a redemption
of the Series A Preferred Securities and the Series A Common
Securities (together, the "Series A Trust Securities"), Series
A Trust Securities having an aggregate Liquidation Amount equal
to the principal amount of Series A Debentures to be
contemporaneously redeemed in accordance with the Indenture and
the proceeds of which will be used to pay the Redemption Price
of such Series A Trust Securities and (ii) with respect to a
distribution of Series A Debentures to holders of Series A
Trust Securities in connection with a termination or
liquidation of the Series A Issuer upon the bankruptcy,
dissolution or liquidation of Western Resources or the
occurrence of a Special Event, Series A Debentures having a
principal amount equal to the aggregate Liquidation Amount of
the Series A Trust Securities in exchange for which such Series
A Debentures are distributed.

Liquidation Amount

The Liquidation Amount payable on the Series A
Preferred Securities in the event of any liquidation of the
Series A Issuer is $25 per Series A Preferred Security, plus
accumulated and unpaid distributions unless, in connection with
such liquidation, the Series A Debentures are distributed to
the holders of the Series A Preferred Securities.

S-18

<PAGE>
CERTAIN TERMS OF THE SERIES A GUARANTEE

General

The following summary Description of the Series A
Guarantee sets forth certain portions of the description of the
terms and provisions of the Series A Guarantee included in the
accompanying Prospectus under the heading, "Description of the
Guarantees," to which description reference is hereby made.
This summary of certain terms and provisions of the Series A
Guarantee does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the Series A
Guarantee. The form of Series A Guarantee has been filed as an
exhibit to the Registration Statement of which this Prospectus
Supplement and the accompanying Prospectus are a part.

Western Resources will fully and unconditionally
guarantee, on a subordinated basis, the obligations of the
Series A Issuer with respect to the Series A Preferred
Securities; provided that the Series A Guarantee will not apply
to any payment of distributions if and to the extent that the
Series A Issuer does not have funds sufficient to make such
payments. If Western Resources does not make interest payments
on the Series A Debentures held by the Series A Issuer, it is
expected that the Series A Issuer will not pay distributions on
the Series A Preferred Securities. The Series A Guarantee will
rank subordinate and junior in right of payment to all
liabilities of Western Resources (except trade credit and any
liabilities that may be made pari passu with or subordinate to
the Series A Guarantee expressly by their terms). See
"Description of the Guarantees--Status of the Guarantees" in
the accompanying Prospectus.

Events of Default

An event of default under the Series A Guarantee will
occur upon the failure of Western Resources to perform any of
its payment obligations thereunder.

If the Guarantee Trustee fails to enforce the Series
A Guarantee, any holder of Series A Preferred Securities may
institute a legal proceeding directly against Western Resources
to enforce such holder's rights under the Series A Guarantee
without first instituting a legal proceeding against the Series
A Issuer, the Guarantee Trustee or any other person or entity.
The Series A Guarantee is a guarantee of payment, not of
collection.

S-19

<PAGE>
Termination of the Series A Guarantee

The Series A Guarantee will terminate and be of no
further force and effect upon full payment of the Redemption
Price of all Series A Preferred Securities, the distribution of
Series A Debentures to holders of Series A Preferred Securities
in exchange for all of the Series A Preferred Securities or
upon payment in full of the amounts payable upon liquidation of
the Series A Issuer.

CERTAIN TERMS OF THE SERIES A DEBENTURES

General

The following summary Description of the Series A
Debentures sets forth certain portions of the description of
the terms and provisions of the Debentures included in the
accompanying Prospectus under the heading "Description of the
Debentures," to which description reference is hereby made.
This summary of certain terms and provisions of the Series A
Debentures does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the Indenture,
including the Series A Supplemental Indenture. The forms of
Indenture and Supplemental Indenture have been filed as
exhibits to the Registration Statement of which this Prospectus
Supplement and the accompanying Prospectus are a part.

Concurrently with the issuance of the Series A
Preferred Securities, the Series A Issuer will invest the
proceeds thereof, together with the Series A Common Securities,
in the Series A Debentures issued by Western Resources to the
Series A Issuer. The Series A Debentures will bear interest at
the annual rate of %, payable quarterly in arrears, except in
the event of an extension, on March 31, June 30, September 30
and December 31 of each year. Interest which is accrued and
unpaid after the quarterly payment date therefor will bear
additional interest on the amount thereof (to the extent
permitted by law) at the rate per annum of %, compounded
quarterly. The term "Interest" as used herein shall include
quarterly interest payments, interest on quarterly interest
payments in arrears and Additional Interest (as defined below),
as applicable.

The Series A Debentures will be issued under the
Indenture and the Series A Supplemental Indenture. The Series
A Debentures will mature on , 20 . The Series A
Debentures will be unsecured and will rank junior and be
subordinate in right of payment to all Senior Indebtedness of

S-20

<PAGE>
Western Resources. See "Description of the
Debentures--Subordination" in the accompanying Prospectus.

Option to Extend Interest Payment Period

Western Resources has the right at any time and from
time to time, so long as an Event of Default under the
Indenture has not occurred and is continuing, to extend the
Interest payment period for the Series A Debentures for up to
20 consecutive quarters; provided that no Extension Period
shall extend beyond the stated maturity date or date of
redemption of the Series A Debentures. At the end of the
Extension Period, Western Resources is obligated to pay all
interest then accrued and unpaid (together with interest
thereon to the extent permitted by law). During any Extension
Period, Western Resources will not declare or pay any dividends
or distributions (other than dividends or distributions payable
in common stock of Western Resources or other securities,
including other Debentures, ranking junior in right of payment
to the Series A Debentures) on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of its
capital stock or any security ranking pari passu with or junior
in right of payment to the Series A Debentures, or make any
guarantee payment (other than pro rata payments under the
Guarantees) or repurchase, or cause any of its subsidiaries to
repurchase, any security of Western Resources ranking pari
passu with or junior in right of payment to the Series A
Debentures (except for payments made on any series of
Debentures upon the stated maturity of such Debentures);
provided that Western Resources may redeem, purchase, acquire
or make a liquidation payment with respect to any of its
capital stock, make any guarantee payment with respect to the
foregoing or repurchase, or cause any of its subsidiaries to
repurchase, any security of Western Resources ranking pari
passu with or junior in right of payment to the Series A
Debentures with securities (or the proceeds from the issuance
of securities) having no higher ranking than the capital stock
or the other securities which are to be redeemed, purchased,
acquired, with respect to which a liquidation payment is to be
made, to which a guarantee payment is to be made with respect
to the foregoing or which are to be repurchased. This covenant
requires that an interest payment on one series of Debentures
may be extended only if the interest payments on all series of
Debentures are likewise extended. Prior to the termination of
any Extension Period, Western Resources may further extend the
interest payment period, provided that such Extension Period,
together with all such previous and further extensions thereof,

S-21

<PAGE>
may not exceed 20 consecutive quarters or extend beyond the
maturity or redemption date of the Series A Debentures. Upon
the termination of any Extension Period and the payment of all
amounts then due, Western Resources may select a new Extension
Period subject to the above requirements.

So long as the Property Trustee shall be the sole
holder of the Series A Debentures, Western Resources is
required to give the Property Trustee and the Debenture Trustee
notice of its selection of such Extension Period at least one
Business Day prior to the date the Property Trustee or Western
Resources is required to give notice to any national securities
exchange on which any of the Series A Preferred Securities are
listed or to other applicable self-regulatory organization or
to holders of the Series A Preferred Securities on the record
date, but in any event not less than one Business Day prior to
such record date. The Debenture Trustee will be required to
give notice of Western Resources' selection of such Extension
Period to the holders of the Series A Preferred Securities and
the Administrative Trustees.

Additional Interest

If at any time the Series A Issuer is required to pay
any interest on distributions in arrears in respect of the
Series A Preferred Securities, Western Resources will pay to
the Series A Issuer as the holder of the Series A Debentures an
amount of additional interest ("Additional Interest
Attributable to Deferral") equal to such interest on
distributions in arrears. Accordingly, in such circumstances
Western Resources will, to the extent permitted by applicable
law, pay interest upon interest in order to provide for
quarterly compounding on the Series A Debentures. In addition,
if the Series A Issuer would be required to pay taxes, duties,
assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States or any
other taxing authority, then, in any case, Western Resources
will also pay such amounts as shall be required so that the new
amounts received and retained by the Series A Issuer after
paying such taxes, duties, assessments or governmental charges
will be not less than the amounts the Series A Issuer would
have received had no such taxes, duties, assessments or
governmental charges been imposed ("Additional Interest
Attributable to Taxes" and, together with Additional Interest
Attributable to Deferral, "Additional Interest").

S-22

<PAGE>
Redemption

The Series A Debentures are redeemable prior to
maturity at the option of Western Resources (i) at any time on
or after the date set forth on the cover page of this
Prospectus Supplement, in whole or in part, and (ii) if a
Special Event occurs and is continuing, in whole, but not in
part, in each case at a Redemption Price equal to 100% of the
principal amount thereof plus accrued interest to the
redemption date. The Series A Debentures will be subject to
optional redemption in whole, but not in part, upon the
termination and liquidation of the Series A Issuer pursuant to
an order for the dissolution, termination or liquidation of the
Series A Issuer entered by a court of competent jurisdiction.
For so long as the Series A Trust is the holder of all Series A
Debentures outstanding, the proceeds of any redemption
described in this section shall be used by the Series A Issuer
to redeem the Series A Preferred Securities and the Series A
Common Securities in accordance with their terms.

Western Resources shall not redeem the Series A
Debentures in part unless all accrued and unpaid interest
(including any Additional Interest) has been paid in full on
all Series A Debentures outstanding for all quarterly interest
periods on or prior to the Redemption Date.

Distributions of Series A Debentures

Under certain circumstances involving the termination
of the Series A Issuer, Series A Debentures may be distributed
to the holders of the Series A Preferred Securities in
liquidation of the Series A Issuer, after satisfaction of all
liabilities to creditors of the Series A Issuer as provided by
applicable law. If distributed to holders of Series A
Preferred Securities in liquidation, the Series A Debentures
will initially be issued in the form of one or more global
securities, and The Depository Trust Company ("DTC"), or any
successor depositary for the Series A Preferred Securities,
will act as depositary for the Series A Debentures. It is
anticipated that the depositary arrangements for the Series A
Debentures, if distributed, would be substantially identical to
those in effect for the Series A Preferred Securities. Neither
Western Resources, the Debenture Trustee, any Paying Agent nor
any other agent of Western Resources or the Debenture Trustee
will have any responsibility or liability for any aspect of the
records relating to or payments made on account of persons
holding Series A Debentures in the form of a global security
for the Series A Debentures or for maintaining, supervising or
reviewing any records relating to such holders.

S-23

<PAGE>
A global security shall be exchangeable for Series A
Debentures registered in the names of persons other than DTC or
its nominee only if (i) DTC notifies Western Resources that it
is unwilling or unable to continue as a depositary for such
global security and no successor depositary shall have been
appointed, or if at any time DTC ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as
amended, at a time when DTC is required to be so registered to
act as such depositary, (ii) Western Resources in its sole
discretion determines that such global security shall be so
exchangeable, or (iii) there shall have occurred and be
continuing an Event of Default with respect to such global
security. Any global security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for definitive
certificates registered in such names as DTC shall direct. It
is expected that such instructions will be based upon
directions received by DTC from its Participants (as defined in
the accompanying Prospectus) with respect to the ownership of
beneficial interests in such global security. In the event
that Series A Debentures are issued in definitive form, such
Series A Debentures will be issued in denominations of $25 and
integral multiples thereof and may be transferred or exchanged
at the offices described below.

Payments on Series A Debentures represented by a
global security will be made to DTC, as the depositary for the
Series A Debentures. In the event Series A Debentures are
issued in definitive form, principal and interest will be
payable, the transfer of the Series A Debentures will be
registrable, and Series A Debentures will be exchangeable for
Series A Debentures of other denominations of a like aggregate
principal amount, at the corporate office of the Debenture
Trustee in Wilmington, Delaware, or at the offices of any
paying or transfer agent appointed by Western Resources,
provided that payment of interest may be made, at the option of
Western Resources, by check mailed to the address of the
persons entitled thereto or by wire transfer. In addition, if
the Series A Debentures are issued in certificated form, the
record dates for payment of interest will be the 15th day
preceding the end of each quarter. For a description of DTC
and the terms of the depositary arrangements relating to
payments, transfers, voting rights and other matters, see
"Description of the Preferred Securities--Book-Entry-Only
Issuance--The Depository Trust Company" in the accompanying
Prospectus.

If the Series A Debentures are distributed to the
holders of Series A Preferred Securities upon the liquidation
of the Series A Issuer, Western Resources will use its best

S-24

<PAGE>
efforts to list the Series A Debentures on such stock
exchanges, if any, as the Series A Preferred Securities are
then listed.

UNITED STATES TAXATION

General

The following is a summary of certain United States
Federal income tax considerations that may be relevant to
prospective purchasers of Series A Preferred Securities and
represents the opinion of Cahill Gordon & Reindel, counsel to
Western Resources, insofar as it relates to matters of law and
legal conclusions. This section is based upon current
provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), existing and proposed regulations thereunder and
current administrative rulings and court decisions, all of
which are subject to change. Subsequent changes may cause tax
consequences to investors to vary substantially from the
consequences described below. Unless otherwise stated, this
summary deals only with Series A Preferred Securities held as
capital assets and not with special classes of holders, such as
dealers in securities or currencies, life insurance companies,
persons holding Series A Preferred Securities as a hedge
against or which are hedged against currency risks or as a part
of a straddle, or persons whose functional currency is not the
United States dollar.

POTENTIAL INVESTORS ARE ADVISED TO CONSULT THEIR TAX
ADVISORS AS TO THE UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF
SERIES A PREFERRED SECURITIES IN LIGHT OF THEIR PARTICULAR
CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR
OTHER TAX LAWS.

While Western Resources believes, based upon the
advice of its counsel, that the Series A Debentures will be
treated as indebtedness for United States Federal income tax
purposes, holders of Series A Preferred Securities should note
that the Internal Revenue Service (the "IRS") may attempt to
treat the Series A Debentures as equity rather than
indebtedness for tax purposes. If the IRS were successful in
such attempt, the Series A Debentures would be subject to
redemption at the option of Western Resources as described
under "Certain Terms of the Series A Preferred Securities--
Redemption."

S-25

<PAGE>
Income from Series A Preferred Securities

In connection with the issuance of the Series A
Preferred Securities, Cahill Gordon & Reindel will render its
opinion generally to the effect that under then current law,
and assuming full compliance with the terms of the Series A
Trust Agreement and the Indenture (and certain other
documents), the Series A Issuer will be classified for United
States Federal income tax purposes as a grantor trust and not
as an association taxable as a corporation.

As a consequence, each holder of Series A Preferred
Securities will be considered the owner of a pro rata portion
of the Series A Debentures held by the Series A Issuer. As a
further consequence, each holder of Series A Preferred
Securities will be required to include in gross income his or
her pro rata share of the income accrued on the Series A
Debentures held by the Series A Issuer. Such income should not
exceed distributions received by the holders of Series A
Preferred Securities on the Series A Preferred Securities
except in the case of an extension of the interest payment
period as described under "Certain Terms of the Series A
Preferred Securities--Distributions." No portion of such
income will be eligible for the dividends-received deduction.

Potential Extension of Interest Payment Period and Original
Issue Discount

Under the Indenture, Western Resources has the option
to extend from time to time the interest payment period on the
Series A Debentures to a period not exceeding 20 consecutive
quarters but not beyond the maturity date or redemption date of
the Series A Debentures. Western Resources' option to extend
the interest payment period (even if not exercised) will cause
the Series A Debentures, from the date of issuance, to be
treated as issued with "original issue discount" for United
States Federal income tax purposes. Accordingly, a holder of
Series A Preferred Securities will accrue interest income
(i.e., original issue discount) under a constant yield basis
over the term of the Series A Debentures (including any
Extension Period), regardless of the receipt of cash with
respect to the period to which such income is attributable.

Holders of Series A Preferred Securities during an
Extension Period will include interest in gross income in
advance of the receipt of cash, and any holders of Series A
Preferred Securities who dispose of Series A Preferred
Securities prior to the record date for the payment of
distributions will include such interest in gross income, but

S-26

<PAGE>
will not receive any cash related thereto from the Series A
Issuer. The tax basis of a Series A Preferred Security will be
increased by the amount of any original issue discount that is
included in income without the receipt of cash, and will be
decreased when and if such cash is subsequently received by the
holder of the Series A Preferred Security.

Disposition of Series A Preferred Securities

Gain or loss will be recognized on a sale, including
a redemption for cash, of Series A Preferred Securities in an
amount equal to the difference between the amount realized and
the tax basis of a holder of the Series A Preferred Securities
in his or her Series A Preferred Securities. Gain or loss
recognized by a holder of Series A Preferred Securities on the
sale or exchange of Series A Preferred Securities held for more
than one year generally will be taxable as long-term capital
gain or loss.

United States Alien Holders

For purposes of this discussion, a "United States
Alien Holder" is any holder or beneficial owner who or which is
(i) a nonresident alien individual or (ii) a foreign
corporation, foreign partnership, foreign estate or foreign
trust, in any such case not subject to United States Federal
income tax on a net income basis in respect of the Series A
Preferred Securities.

Under present United States Federal income tax law,
subject to the discussion below with respect to backup
withholding:

(i) Payments by the Series A Issuer or any of its
Paying Agents to any United States Alien Holder will not
be subject to United States withholding tax provided that
(a) the beneficial owner of the Series A Preferred
Securities does not actually or constructively own 10% or
more of the total combined voting power of all classes of
stock of Western Resources, (b) the beneficial owner of
the Series A Preferred Securities is not a "controlled
foreign corporation" for United States tax purposes that
is related to Western Resources through stock ownership,
and (c) either (1) the beneficial owner of the Series A
Preferred Securities certifies to the Series A Issuer or
its agent, under penalties of perjury, that it is a United
States Alien Holder and provides its name and address or
(2) the holder of the Series A Preferred Securities is a
securities clearing organization, bank or other financial

S-27

<PAGE>
institution that holds customers' securities in the
ordinary course of its trade or business (a "financial
institution"), and such statement has been received from
the beneficial owner by such financial institution or by a
financial institution intermediary between it and the
beneficial owner, and such financial institution furnishes
the Series A Issuer with a copy thereof; and

(ii) a United States Alien Holder of the Series A
Preferred Securities will not be subject to United States
Federal income or withholding tax on any gain realized on
the sale or exchange of the Series A Preferred Securities
unless (a) such person is present in the United States for
183 days or more in the taxable year of sale and (b) such
person has a "tax home" in the United States or certain
other requirements are met.

Backup Withholding and Information Reporting

In general, information requirements will apply to
payments to noncorporate United States holders of the proceeds
of the sale of the Series A Preferred Securities within the
United States, and "backup withholding" at a rate of 31% will
apply to such payments if the seller fails to provide a correct
taxpayer identification number.

Payments of the proceeds from the sale by a United
States Alien Holder of Series A Preferred Securities made to or
through a foreign office of a broker will not be subject to
information reporting or backup withholding, except that, if
the broker is a United States person, a "controlled foreign
corporation" for United States tax purposes or a foreign person
50% or more of whose gross income is effectively connected with
a United States trade or business for a specified three-year
period, information reporting may apply to such payments.
Payments of the proceeds from the sale of Series A Preferred
Securities to or through the United States office of a broker
is subject to information reporting and backup withholding
unless the holder or beneficial owner certifies as to its non-
United States status or otherwise establishes an exemption from
information reporting and backup withholding.

Receipt of Series A Debentures
Upon Liquidation of the Series A Issuer

Under certain circumstances as described in "Certain
Terms of the Series A Preferred Securities--Special Event
Redemption or Distribution," Western Resources may cause the
Series A Issuer to be terminated and the Series A Debentures to

S-28

<PAGE>
be distributed to the holders of Series A Preferred Securities
in liquidation of such holders' interests in the Series A
Issuer. Under current United States Federal income tax law and
interpretations, if the Series A Trust is treated as a grantor
trust at the time of the distribution, such a distribution
should not be treated as a taxable event to holders of the
Series A Preferred Securities. Such a tax-free transaction
would result in a holder of Series A Preferred Securities
retaining an aggregate tax basis in the Series A Debentures
equal to such holder's aggregate tax basis in the holder's pro
rata share of the Series A Debentures prior to the
distribution. A holder's holding period for such Series A
Debentures would include the period for which the Series A
Preferred Securities were held by such holder.

If the Series A Trust were not treated as a grantor
trust at the time of the distribution, the distribution could
be a taxable event to holders of the Series A Preferred
Securities, in which case the principles discussed above under
"--Disposition of the Series A Preferred Securities" would
apply, and the holders would have a new tax basis and holding
period in the Series A Debentures.

UNDERWRITING

Subject to the terms and conditions of the
Underwriting Agreement, Western Resources and the Series A
Issuer have agreed that the Series A Issuer will issue and sell
to each of the underwriters named below (collectively, the
"Underwriters"), for whom Goldman, Sachs & Co., Smith Barney
Inc., Dillon, Read & Co. Inc., Prudential Securities
Incorporated and Edward D. Jones & Co. are acting as
representatives, (the "Representatives"), and the Underwriters
have severally agreed to purchase from the Series A Issuer, the
respective number of Series A Preferred Securities set forth
opposite its name below:

S-29

<PAGE>

Number of
Series A
Preferred
Underwriter Securities

Goldman, Sachs & Co.
Smith Barney Inc.
Dillon, Read & Co. Inc.
Prudential Securities Incorporated
Edward D. Jones & Co.

Total ...................... __________

Subject to the terms and conditions of the
Underwriting Agreement, the Underwriters are committed to take
and pay for all the Series A Preferred Securities offered
hereby, if any are taken.

The Underwriters propose to offer the Series A
Preferred Securities in part directly to the public at the
initial public offering price set forth on the cover page of
this Prospectus Supplement, and in part to certain securities
dealers at such price less a concession of $ per Series
A Preferred Security. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of $ per
Series A Preferred Security to certain brokers and dealers.
After the Series A Preferred Securities are released for sale
to the public, the offering price and other selling terms may
from time to time be varied by the Representatives.

In view of the fact that the proceeds from the sale
of the Series A Preferred Securities (together with the
delivery by the Series A Issuer to Western Resources of the
Series A Common Securities) will be used to purchase the Series
A Debentures issued by Western Resources, the Underwriting
Agreement provides that Western Resources will pay as

S-30

<PAGE>
Underwriters' compensation for the Underwriters arranging the
investment therein of such proceeds, an amount of $ per
Series A Preferred Security or ($ per Series A Preferred
Security sold to certain institutions) for the accounts of the
several Underwriters.

Western Resources and the Series A Issuer have
agreed, during the period beginning from the date of the
Underwriting Agreement and continuing to and including the
earlier of (i) the date on which the distribution of the Series
A Preferred Securities ceases, as determined by the
Underwriters, or (ii) 30 days after the issuance of the
Series A Preferred Securities, not to offer, sell, contract to
sell or otherwise dispose of any Series A Preferred Securities,
any other interests of the Series A Issuer or any other issuer
of a series of Preferred Securities or Western Resources which
are substantially similar to the Series A Preferred Securities
(including any Guarantee of such securities) or any securities
convertible into or exchangeable for Series A Preferred
Securities, preferred stock or such substantially similar
securities of the Series A Issuer or Western Resources, without
the prior written consent of the Representatives.

Prior to this offering, there has been no public
offering or market for the Series A Preferred Securities.
Application has been made to list the Series A Preferred
Securities on the New York Stock Exchange, subject to official
notice of issuance, under the symbol "WR PrA". In order to
meet one of the requirements for listing the Series A Preferred
Securities on the New York Stock Exchange, the Underwriters
will undertake to sell lots of 100 or more Series A Preferred
Securities to a minimum of 400 beneficial holders. If approved
for listing, trading of the Series A Preferred Securities on
the New York Stock Exchange is expected to commence within a
fourteen-day period after the initial delivery of the Series A
Preferred Securities. The Representatives have advised Western
Resources that they intend to make a market in the Series A
Preferred Securities prior to the commencement of trading on
the New York Stock Exchange, but are not obligated to do so and
may discontinue any such market-making at any time without
notice.

Western Resources and the Series A Issuer have agreed
to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of
1933.

S-31

<PAGE>
Certain of the Underwriters engage in transactions
with, and from time to time have performed services for,
Western Resources in the ordinary course of business.

S-32

<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 18, 1995

Western Resources Capital I
Western Resources Capital II

Cumulative Quarterly Income Preferred Securities
(Liquidation Amount $25 per Preferred Security)

guaranteed to the extent that each such Issuer,
respectively, has funds as set forth herein by

Western Resources, Inc.

____________

Western Resources Capital I and Western Resources Capital II,
each a statutory business trust formed under the laws of the State of
Delaware (each, an "Issuer" and, collectively, the "Issuers") may severally
offer, from time to time, their respective cumulative quarterly income
preferred securities (the "Preferred Securities") representing preferred
undivided beneficial interests in the assets of each Issuer. Western
Resources, Inc., a Kansas corporation ("Western Resources"), will be the
sole owner of the beneficial interests represented by common securities
(the "Common Securities") of each Issuer. Wilmington Trust Company is the
Property Trustee of each Issuer. The payment of periodic cash
distributions ("Distributions") with respect to the Preferred Securities
and payments on liquidation or redemption with respect to such Preferred
Securities are each guaranteed by Western Resources in the case of each
Issuer (a "Guarantee"), in each case only out of funds held by such Issuer.
The obligations of Western Resources under each Guarantee will be
subordinate and junior in right of payment to all liabilities of Western
Resources except any liabilities that may be made pari passu or subordinate
to the Guarantees expressly by their terms ("Senior Indebtedness").
Concurrently with the issuance by an Issuer of its Preferred Securities,
such Issuer will invest the proceeds thereof in Western Resources'
deferrable interest subordinated debentures (the "Debentures") having terms
corresponding to such Issuer's Preferred Securities. The Debentures will
be unsecured and subordinate and junior in right of payment to the Senior
Indebtedness of Western Resources. The Debentures held by each Issuer will
be its sole asset, and the interest and payments of principal on such
Debentures will be its only revenues. Upon the occurrence of certain
events, Western Resources may redeem the Debentures or may terminate either
Issuer and cause the Debentures to be distributed to the holders of the
corresponding Preferred Securities in liquidation of the interest in such
Issuer represented by such Preferred Securities. See "Description of the
Preferred Securities--Liquidation Distribution Upon Dissolution."

The Preferred Securities may be offered in amounts, at prices
and on terms to be determined at the time of offering, provided, however,

<PAGE>
that the aggregate initial public offering price of all Preferred
Securities issued pursuant to the Registration Statement of which this
Prospectus forms a part shall not exceed $200,000,000. Certain specific
terms of each Issuer's Preferred Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying
Prospectus Supplement, including, where applicable and to the extent not
set forth herein, the identity of the Issuer, the specific title, the
aggregate amount, the distribution rate (or the method for determining such
rate), the stated liquidation preference, redemption provisions, other
rights, the initial public offering price and any other special terms, as
well as any planned listing on a securities exchange, of such Preferred
Securities.

The Preferred Securities may be sold in a public offering to or
through underwriters or dealers designated from time to time. See "Plan of
Distribution." The names of any of the underwriters or dealers involved in
the sale of the Preferred Securities in respect of which this Prospectus is
being delivered, the number of Preferred Securities to be purchased by any
such underwriters or dealers, any applicable commissions or discounts and
the net proceeds to each Issuer will be set forth in the applicable
Prospectus Supplement.

Each Prospectus Supplement will also contain information
concerning certain United States Federal income tax considerations
applicable to the Preferred Securities offered thereby.

____________

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

The date of this Prospectus is , 1995.

<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

<PAGE>

AVAILABLE INFORMATION

Western Resources is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by
Western Resources may be inspected and copied at the public
reference facilities maintained by the Commission in Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at 7 World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such materials may be obtained upon written request
from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc. (the
"New York Stock Exchange"), 20 Broad Street, New York, New York
10005, on which certain of Western Resources' securities are
listed.

Western Resources and the Issuers have filed with the
Commission a registration statement on Form S-3 (herein
together with all amendments and exhibits thereto, referred to
as the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus does
not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the
Registration Statement.

No separate financial statements of the Issuers are
included herein. Western Resources considers that such
financial statements would not be material to holders of the
Preferred Securities because: (i) all of the Common Securities
of the Issuers are owned by Western Resources, a reporting
company under the Exchange Act; (ii) the Issuers have no
independent operations, but exist for the sole purpose of
issuing the Preferred Securities and investing the proceeds
thereof (plus the Common Securities) in the Debentures; and
(iii) the obligations of the Issuers under the Preferred
Securities, to the extent funds are available therefor, are
fully and unconditionally guaranteed to the extent set forth
herein by Western Resources.

2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by
Western Resources pursuant to the Exchange Act, are
incorporated herein by reference:

1. Western Resources' Annual Report on Form 10-K for the
year ended December 31, 1994. Such report includes
the Annual Report on Form 10-K for Kansas Gas and
Electric Company ("KG&E") for the year ended December
31, 1994.

2. Western Resources' Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995.

3. Western Resources' Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995.

4. Western Resources' Current Reports on Form 8-K dated
January 31, 1995 and August 18, 1995.

5. KG&E's Current Report on Form 8-K dated August 18,
1995.

All other documents filed by Western Resources
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from
the respective dates of the filing of such documents. Western
Resources expressly excludes from such incorporation the Report
of the Compensation Committee and the Performance Graph
contained in any proxy statement filed by Western Resources
pursuant to Section 14 of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Preferred Securities hereby.

Any statement contained herein or in a document all
or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Prospectus.

3
<PAGE>
Western Resources will provide without charge to each
person, including a beneficial owner, to whom a copy of this
Prospectus has been delivered, upon the written or oral request
of any such person, a copy of any and all of the documents
incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests for such copies
should be directed to Western Resources, Inc., 818 Kansas
Avenue, Topeka, Kansas 66612, telephone (913) 575-6322,
Attention: Richard D. Terrill, Esq., Secretary of Western
Resources.

4
<PAGE>

THE ISSUERS

Each of the Issuers is a statutory business trust
formed under Delaware law pursuant to (i) a trust agreement
executed by Western Resources (the "Depositor"), as the
depositor of each Issuer, and the Issuer Trustees (as defined
herein) and (ii) the filing of a certificate of trust with the
Delaware Secretary of State. Each such trust agreement will be
amended and restated in its entirety (as so amended and
restated, a "Trust Agreement" and, collectively, the "Trust
Agreements") substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus is a part.
Each Trust Agreement will be qualified as an indenture under
the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). The Issuers exist for the exclusive purpose
of (i) issuing their respective Preferred Securities and their
Common Securities, (ii) purchasing the Debentures with the
Common Securities and the proceeds from the sale of the
Preferred Securities and (iii) engaging only in those other
activities necessary or incidental thereto. All of the Common
Securities will be owned by Western Resources. The Common
Securities will rank pari passu, and payments will be made
thereon pro rata, with the Preferred Securities, except that
upon the occurrence and continuance of an Event of Default (as
defined herein) under a Trust Agreement, the rights of the
holders of the corresponding Common Securities to payment in
respect of distributions and payments upon liquidation,
redemption or other acquisition of Common Securities will be
subordinated to the rights of the holders of Preferred
Securities. Western Resources will acquire Common Securities
of each Issuer in an aggregate liquidation amount equal to 3%
of the total capital of each Issuer. Each Issuer has a term of
approximately 30 to 49 years, as specified in the applicable
Prospectus Supplement, but may terminate earlier as provided in
the Trust Agreement with respect to such Issuer. Each Issuer's
business and affairs is conducted by its trustees, each
appointed by Western Resources as holder of the Common
Securities: Wilmington Trust Company (the "Property Trustee")
and three individual trustees (the "Administrative Trustees")
who are employees or officers of or affiliated with Western
Resources (collectively, the "Trustees"). The holder of the
Common Securities, or the holders of a majority in liquidation
amount of the Preferred Securities, if an Event of Default has
occurred and is continuing will be entitled to appoint, remove
or replace the Property Trustee with respect to such Preferred
Securities. In no event will the holders of the Preferred
Securities have the right to vote to appoint, remove or replace
the Administrative Trustees with respect to such Preferred
Securities, which voting rights are vested exclusively in

5
<PAGE>
Western Resources as the holder of the Common Securities. The
duties and obligations of each of the Issuer Trustees are
governed by the applicable Trust Agreement. Western Resources
has agreed to pay all fees and expenses related to each Issuer
and the offering of the Preferred Securities and has agreed to
pay, directly or indirectly, all ongoing costs, expenses and
liabilities of each Issuer.

WESTERN RESOURCES, INC.

Western Resources is a combination electric and
natural gas public utility engaged in the generation,
transmission, distribution and sale of electric energy in
Kansas and the purchase, distribution, transportation and sale
of natural gas in Kansas and Oklahoma. The Company was
incorporated under the laws of the State of Kansas in 1924.
The Company's principal executive offices (as well as its
principal place of business) are located at 818 Kansas Avenue,
Topeka, Kansas 66612, and its telephone number is (913)
575-6300.

6
<PAGE>

DESCRIPTION OF THE PREFERRED SECURITIES

General

An original trust agreement between Western
Resources, as Depositor, and Wilmington Trust Company, as the
Property Trustee, has been used to authorize and create each
Issuer. The original trust agreements are filed as exhibits to
the Registration Statement of which this Prospectus is a part.
The Preferred Securities and the Common Securities of each
Issuer (together the "Issuer Securities") will be issued by the
Administrative Trustees on behalf of each Issuer pursuant to
the terms of each Issuer's Trust Agreement (as amended and
restated from the original trust agreement). Each Issuer's
Preferred Securities represent undivided beneficial trust
interests in the assets of such Issuer and entitle the holders
thereof to a preference in certain circumstances with respect
to distributions and amounts payable on redemption or
liquidation over the Common Securities of such Issuer, as well
as to other benefits as described in the applicable Trust
Agreement. The following summary of certain provisions of the
Trust Agreements does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the
provisions of such Trust Agreements and the Trust Indenture
Act. Wherever particular sections or defined terms of the
Trust Agreements are referred to, such sections or defined
terms are incorporated herein by reference. Section references
used herein are references to provisions of the Trust
Agreements unless otherwise stated.

All of the Common Securities of each Issuer are owned
by Western Resources. The Common Securities of each Issuer
rank pari passu, and payments will be made thereon pro rata,
with the Preferred Securities of each such Issuer except as
described under "--Subordination of Common Securities."
(Section 4.03). Legal title to the Debentures will be held in
the name of the Property Trustee and held in trust for the
benefit of the holders of the Issuer Securities. (Section
2.09). Each Guarantee is a full and unconditional guarantee on
a subordinated basis with respect to the related Preferred
Securities but does not guarantee payment of distributions or
amounts payable on redemption or liquidation of the related
Preferred Securities when the Issuer does not have funds
sufficient to make such payments.

Distributions

The distributions payable on each series of Preferred
Securities will be fixed at the rate per annum set forth in the

7
<PAGE>
applicable Prospectus Supplement. Distributions that are in
arrears for more than one quarter will bear interest on the
amount thereof at the same rate per annum, to the extent
permitted by law. The term "distributions" as used herein
includes any such interest payable, unless otherwise stated,
and shall also include any Additional Amounts (as defined
herein) with respect to the Preferred Securities. The amount
of distributions payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months and, for any
period shorter than a full month, shall be computed on the
basis of the actual number of days elapsed in such period.
(Section 4.01(b)). "Additional Amounts" means the amount of
"Additional Interest Attributable to Deferral" (as defined
herein) paid by Western Resources on the Debentures. See
"Description of the Debentures--Additional Interest."

Distributions on the Preferred Securities will be
cumulative, will accrue from the date of the initial issuance
thereof, and will be payable quarterly in arrears, on March 31,
June 30, September 30 and December 31 of each year, except in
the event of an extension of the interest payment period by
Western Resources on the corresponding series of Debentures.
In the event that any date on which distributions are otherwise
payable on Preferred Securities is not a Business Day, payment
of the distributions payable on such date will be made on the
next succeeding day that is a Business Day (and without any
interest or other payment in respect to any such delay) except
that, if such Business Day is in the next succeeding calendar
year, payment of such distribution shall be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on such date (each date on which
distributions are otherwise payable in accordance with the
foregoing, a "Distribution Date"). A "Business Day" shall mean
any day other than (x) a Saturday or a Sunday, (y) a day on
which banks in New York are authorized or obligated by law or
executive order to remain closed or (z) a day on which the
Corporate Trust Office of the Property Trustee or the principal
office of Western Resources is closed for business. (Sections
1.01 and 4.01(a)).

Western Resources has the right under the Deferrable
Interest Subordinated Debenture Indenture (the "Indenture"), as
supplemented by a Supplemental Indenture (the "Supplemental
Indenture"), to extend the interest payment period from time to
time on each series of Debentures issued thereunder for a
period not exceeding 20 consecutive quarters, with the
consequence that quarterly distributions on the corresponding
Preferred Securities would be deferred (but would continue to
accrue interest thereon, including interest payable on unpaid
Distributions to the extent permitted by law at the rate per

8
<PAGE>
annum set forth in the applicable Prospectus Supplement,
compounded quarterly) by each Issuer during any such extended
interest payment period. In the event Western Resources
exercises this right, during such period Western Resources will
not declare or pay any dividends or distributions (other than
dividends or distributions payable in common stock of Western
Resources or other securities, including other Debentures,
ranking junior in right of payment to the Debentures) on, or
redeem, purchase, acquire, or make a liquidation payment with
respect to, any of its capital stock or any security ranking
pari passu with or junior in right of payment to the
Debentures, or make any guarantee payments with respect to the
foregoing (other than pro rata payments under the Guarantees)
or repurchase, or cause any of its subsidiaries to repurchase,
any security of Western Resources ranking pari passu with or
junior in right of payment to the Debentures (except for
payments made on any series of Debentures upon the stated
maturity of such Debentures); provided that Western Resources
may redeem, purchase, acquire or make a liquidation payment
with respect to any of its capital stock, make any guarantee
payment with respect to the foregoing or repurchase, or cause
any of its subsidiaries to repurchase, any security of Western
Resources ranking pari passu with or junior in right of payment
to the Debentures with securities (or the proceeds from the
issuance of securities) having no higher ranking than the
capital stock or the other securities which are to be redeemed,
purchased, acquired, with respect to which a liquidation
payment is to be made, to which a guarantee payment is to be
made with respect to the foregoing or which are to be
repurchased. This covenant requires that an interest payment
period on one series of Debentures may be extended only if the
interest payment periods on all series of Debentures are
extended. Prior to the termination of any such extended
interest payment period, Western Resources may further extend
the interest payment period, provided that such extended
interest payment period, together with all previous and further
extensions thereof, may not exceed 20 consecutive quarters or
extend beyond the maturity or the redemption date of the series
of the Debentures in question. Upon the termination of any
extended interest payment period and the payment of all amounts
then due, Western Resources may select a new extended payment
period subject to the foregoing requirements. See "Description
of the Debentures--Interest" and "--Western Resources' Option
to Extend Interest Payment Period."

It is anticipated that the income of each Issuer
available for distribution to the holders of the Preferred
Securities of such Issuer will be limited to the payments under

9
<PAGE>
the Debentures which the Issuer will purchase with the Common
Securities and the proceeds from the issuance and sale of the
Preferred Securities. See "Description of the Debentures." If
Western Resources does not make interest payments on the
Debentures, the Property Trustee will not have funds available
to pay distributions on the Preferred Securities. The payment
of distributions (if and to the extent an Issuer has funds
sufficient to make such payments) is guaranteed on a
subordinated basis by Western Resources to the extent set forth
herein under "Description of the Guarantees."

Distributions on the Preferred Securities will be
payable to the holders thereof as they appear on the register
of the applicable Issuer on the relevant record dates, which,
as long as the Preferred Securities remain in book-entry-only
form, will be one Business Day prior to the relevant
Distribution Date. Subject to any applicable laws and
regulations and the provisions of the applicable Trust
Agreement, each such payment will be made as described under
"--Book-Entry-Only Issuance--The Depository Trust Company,"
below. In the event that the Preferred Securities do not
remain in book-entry-only form, the relevant record date shall
be the date 15 days prior to the relevant Distribution Date.
(Section 4.01(d)).

Redemption

Upon the repayment of any series of Debentures,
whether at maturity or upon earlier redemption as provided in
the Indenture, the proceeds from such repayment shall be
applied by the Property Trustee to redeem a Like Amount (as
defined herein) of corresponding Issuer Securities, upon not
less than 30 nor more than 90 days' notice, at the Liquidation
Amount plus accumulated and unpaid distributions to the
Redemption Date (the "Redemption Price"). See "Description of
the Debentures--Optional Redemption."

Western Resources has the right to redeem the
Debentures of any particular series (a) on or after five years
from the date of original issuance of such Debentures, in whole
or in part, or (b) at any time, in whole but not in part, on
occurrence of a Tax Event or an Investment Company Event (each
as defined below, a "Special Event"), subject to the conditions
described under "Description of the Debentures--Optional
Redemption."

Special Event Redemption or Distribution

If a Special Event shall occur and be continuing with
respect to an Issuer or the Preferred Securities of such

10
<PAGE>
Issuer, Western Resources has the right to (i) redeem the
corresponding Debentures in whole, but not in part, and thereby
cause a mandatory redemption of such Preferred Securities in
whole, but not in part, at the Redemption Price within 90 days
following the occurrence of such Special Event, or (ii)
terminate the Issuer and cause the corresponding Debentures to
be distributed, subject to the receipt of an Opinion of Counsel
experienced in such matters to the effect that the holders of
the Preferred Securities will not recognize gain or loss for
Federal income tax purposes as a result of such distribution,
to the holders of the Preferred Securities of such series in
liquidation of such Issuer. If at any time an Issuer is not or
will not be taxed as a grantor trust, but a Tax Event has not
occurred, the Depositor has the right to terminate the Issuer
and cause the corresponding Debentures to be distributed,
subject to the receipt of an Opinion of Counsel experienced in
such matters to the effect that the holders of the Preferred
Securities will not recognize gain or loss for Federal income
tax purposes as a result of such distribution, to the holders
of the Preferred Securities of such Issuer. Under current
United States Federal income tax law and interpretations, if
the applicable Trust is treated as a grantor trust at the time
of the distribution, such a distribution should not be a
taxable event to holders of the Preferred Securities. Should
there be a change in law, a change in legal interpretation, a
Special Event or other circumstances, however, the termination
could be a taxable event to holders of the Preferred Securities
of an Issuer. See "United States Taxation--Receipt of Series A
Debentures Upon Liquidation of the Series A Issuer," in the
accompanying Prospectus Supplement. If Western Resources does
not elect either option (i) or (ii) above, the Preferred
Securities will remain outstanding.

"Tax Event" means the receipt by an Issuer or Western
Resources, as the case may be, of an Opinion of Counsel (which
may be counsel to the Issuer, Western Resources or an
affiliate, and which must be reasonably acceptable to the
Property Trustee) experienced in such matters to the effect
that a relevant tax law change has occurred. For purposes of
the preceding sentence, a relevant tax law change is any
amendment to or change of (or officially proposed amendment or
change to) the laws (including regulations thereunder) of the
United States or any political subdivision or taxing authority
thereof, or the publication of any judicial opinion
interpreting such laws (and regulations) or any written
interpretation of such laws (or regulations) by any
governmental authority having jurisdiction to enforce or
administer such laws (or regulations) (including official and
unofficial opinions purporting to apply such laws and
regulations to other persons who have issued securities similar

11
<PAGE>
to the Debentures), which amendment, change, proposed amendment
or change, opinion or interpretation could, if valid and
enacted or applied to an Issuer or Western Resources, result in
(i) such Issuer, either currently or within 90 days of the date
thereof, becoming subject to United States Federal income tax
with respect to interest received on a series of Debentures,
(ii) interest payable by Western Resources on a series of
Debentures attributable to the Preferred Securities, either
currently or within 90 days of the date thereof, becoming
nondeductible for United States Federal income tax purposes or
(iii) an Issuer, either currently or within 90 days of the date
thereof, becoming subject to more than a de minimis amount of
other taxes, duties, assessments or other governmental charges.

"Investment Company Event" means the occurrence of a
change in law or regulation or a change in the interpretation
or application of any law or regulation by any legislative
body, court, governmental agency or regulatory authority (a
"Change in 1940 Act Law") to the effect that an Issuer is or
will be considered an "investment company" that is required to
be registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), which Change in 1940 Act Law becomes
effective on or after the date of original issuance of a
particular series of Preferred Securities.

"Like Amount" means (i) with respect to a redemption
of Issuer Securities, Issuer Securities having an aggregate
Liquidation Amount equal to the principal amount of
corresponding Debentures to be contemporaneously redeemed in
accordance with the Indenture and the proceeds of which will be
used to pay the Redemption Price of such Issuer Securities and
(ii) with respect to a distribution of a series of Debentures
to holders of the corresponding Preferred Securities in
connection with the liquidation of the applicable Issuer upon
the bankruptcy, dissolution or liquidation of Western Resources
or the occurrence of a Special Event, Debentures having a
principal amount equal to the aggregate Liquidation Amount of
the Preferred Securities of the holders to whom such series of
Debentures is distributed.

Redemption Procedures

Preferred Securities redeemed on each date fixed for
redemption (the "Redemption Date") shall be redeemed at the
Redemption Price with the proceeds from the contemporaneous
redemption of the corresponding Debentures. Redemptions of
Preferred Securities shall be made, and the Redemption Price
shall be deemed payable, on each Redemption Date only to the
extent that an Issuer has funds sufficient for the payment of

12
<PAGE>
such Redemption Price. (Section 4.02(d)). See
"--Subordination of Common Securities."

If the Property Trustee gives a notice of redemption
in respect of Preferred Securities of a particular series
(which notice will be irrevocable), then, by 12:00 noon, New
York time, on the Redemption Date, the Property Trustee will,
so long as such Preferred Securities are in book-entry-only
form, irrevocably deposit with the Depository Trust Company
("DTC") funds sufficient to pay the applicable Redemption Price
and, at the direction of the Depositor, will give DTC
irrevocable instructions and authority to pay the Redemption
Price to the holders of such Preferred Securities. See
"--Book-Entry-Only Issuance--The Depository Trust Company." If
such Preferred Securities are no longer in book-entry-only
form, the Property Trustee will irrevocably deposit with the
Paying Agent for such Preferred Securities funds sufficient to
pay the applicable Redemption Price and will give such Paying
Agent irrevocable instructions and authority to pay the
Redemption Price to the holders thereof upon surrender of their
certificates evidencing Preferred Securities. Notwithstanding
the foregoing, if an Issuer does not make the distributions
payable on or prior to the Redemption Date for any Preferred
Securities called for redemption, such payments shall be
payable to the holders of such Preferred Securities on the
relevant record date for the related Distribution Date. If
notice of redemption shall have been given and funds deposited
as required, then upon the date of such deposit, all rights of
holders of such Preferred Securities so called for redemption
will cease, except the right of the holders of such Preferred
Securities to receive the Redemption Price, but without
interest on such Redemption Price, and such Preferred
Securities will cease to be outstanding. In the event that any
date fixed for redemption of Preferred Securities is not a
Business Day, then payment of the Redemption Price payable on
such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day
falls in the next calendar year, such payment will be made on
the immediately preceding Business Day. In the event that
payment of the Redemption Price in respect of Preferred
Securities called for redemption is improperly withheld or
refused and not paid either by the applicable Issuer or by
Western Resources pursuant to the corresponding Guarantee
described herein under "Description of the Guarantees,"
distributions on such Preferred Securities will continue to
accrue at the rate set forth on the face of such securities,
from the original Redemption Date to the date of payment, in
which case the actual payment date will be considered the date

13
<PAGE>
fixed for redemption for purposes of calculating the Redemption
Price. (Section 4.02(e)).

Subject to applicable law (including, without
limitation, United States Federal securities law), Western
Resources or its subsidiaries may at any time and from time to
time purchase outstanding Preferred Securities by tender, in
the open market or by private agreement.

Payment of the Redemption Price on Preferred
Securities to holders of such Preferred Securities shall be
made to the record holders thereof as they appear on the
register for such Preferred Securities on the relevant record
date, which shall be one Business Day prior to the relevant
Redemption Date, provided, however, that in the event that such
Preferred Securities do not remain in book-entry-only form, the
relevant record date shall be the date 15 days prior to the
Redemption Date. (Section 4.02(f)).

If less than all the outstanding Issuer Securities
are to be redeemed on a Redemption Date, then the aggregate
amount payable shall be allocated 3% to the Common Securities
and 97% to the Preferred Securities. The particular Preferred
Securities to be redeemed shall be selected not more than 90
days prior to the Redemption Date by the Property Trustee from
the outstanding Preferred Securities of such series not
previously called for redemption, by such method as the
Property Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to
$25 or integral multiples thereof) of the aggregate Liquidation
Amount of Preferred Securities of a denomination larger than
$25. The Property Trustee shall promptly notify the Securities
Registrar in writing of the Preferred Securities selected for
partial redemption and, in the case of any such Preferred
Securities selected for partial redemption, the aggregate
Liquidation Amount thereof to be redeemed. For all purposes of
each Trust Agreement, unless the context otherwise requires,
all provisions relating to the redemption of a series of
Preferred Securities shall relate, in the case of any Preferred
Securities of such series redeemed or to be redeemed only in
part, to the portion of the aggregate Liquidation Amount of the
Preferred Securities of such series that has been or is to be
redeemed. (Section 4.02(g)).

Subordination of Common Securities

Payment of distributions (including Additional
Amounts, if applicable) on, and the Redemption Price of, Issuer
Securities, as applicable, shall be made pro rata based on the
aggregate Liquidation Amount of both the Preferred Securities

14
<PAGE>
and the Common Securities; provided, however, that if on any
Distribution Date or Redemption Date an Event of Default (as
defined herein, see "--Events of Default; Notice," below) under
the Indenture shall have occurred and be continuing, with
respect to a series of Preferred Securities, no payment of or
any distribution (including Additional Amounts, if applicable)
on, or the Redemption Price of, any Common Security
corresponding thereto, and no other payment on account of the
redemption, liquidation or other acquisition of the
corresponding Common Securities shall be made unless payment in
full in cash of all accumulated and unpaid distributions
(including Additional Amounts, if applicable) on all
outstanding Preferred Securities of such series for all
distribution periods terminating on or prior thereto, or in the
case of payment of the Redemption Price the full amount of such
Redemption Price on all such outstanding Preferred Securities
called for redemption, shall have been made or provided for,
and all funds available to the Property Trustee shall first be
applied to the payment in full of all distributions (including
Additional Amounts, if applicable) on, or the Redemption Price
of such Preferred Securities then due and payable. (Section
4.03(a)).

In the case of any Event of Default under a Trust
Agreement, the holder of the corresponding Common Securities
will be deemed to have waived any right to act with respect to
any such Event of Default under such Trust Agreement until the
effect of all such Events of Default with respect to
corresponding Preferred Securities have been cured, waived or
otherwise eliminated. Until all such Events of Default under
such Trust Agreement have been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of
the holders of such Preferred Securities and not the holder of
the corresponding Common Securities, and only the holders of
such Preferred Securities will have the right to direct the
Property Trustee to act on their behalf. (Section 4.03(b)).

Liquidation Distribution Upon Dissolution

Pursuant to either Trust Agreement, an Issuer shall
be liquidated by the Trustees on the first to occur of:
(i) the expiration of the term of the relevant Trust; (ii) the
bankruptcy, dissolution or liquidation of Western Resources;
(iii) the occurrence of a Special Event and a related required
distribution of Debentures to holders of Preferred Securities
of such series or in the event that the Trust is not or will
not be taxed as a grantor trust but a Tax Event has not
occurred; (iv) the redemption of all of the Preferred
Securities of such series; and (v) an order for dissolution of

15
<PAGE>
the Trust issued by a court of competent jurisdiction.
(Sections 9.01 and 9.02).

If an early termination occurs as described in clause
(ii) or (iii) of the immediately preceding paragraph, the
Issuer in question shall be liquidated by the Trustees as
expeditiously as the Trustees determine to be practicable by
causing the Property Trustee to distribute, subject to the
receipt of an Opinion of Counsel experienced in such matters to
the effect that the holders of the Preferred Securities will
not recognize gain or loss for Federal income tax purposes as a
result of such distribution, to each holder of Preferred
Securities of such Issuer and the corresponding Common
Securities a Like Amount of Debentures held by such Issuer.
However, in the event that the Property Trustee determines that
such distribution is impractical, the holders of such Preferred
Securities will be entitled to receive, out of the assets of
such Issuer available for distribution to holders after
satisfaction of all liabilities of creditors, an amount equal
to, in the case of holders of Preferred Securities, the
aggregate of the stated Liquidation Amount of $25 per Preferred
Security plus accrued and unpaid distributions thereon to the
date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid
only in part because an Issuer has insufficient assets
available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by such Issuer
on the Preferred Securities of such series shall be paid on a
pro rata basis. The holders of the corresponding Common
Securities will be entitled to receive distributions upon any
such dissolution only after the holders of the Preferred
Securities of such series. If the Debentures of a particular
series are distributed to the holders of the corresponding
Preferred Securities, Western Resources will use reasonable
efforts to have such Debentures listed on the New York Stock
Exchange or such other exchange on which the corresponding
Preferred Securities are then listed. (Section 9.04).

Events of Default; Notice

The occurrence of an "Event of Default" as defined in
Section 501 of the Indenture (see "Description of the
Debentures--Events of Default") constitutes an "Event of
Default" under the affected Trust Agreement.

Within five Business Days after the occurrence of any
Event of Default actually known to the Property Trustee, the
Property Trustee shall transmit notice of such Event of Default
to the holders of the affected Preferred Securities, the

16
<PAGE>
Administrative Trustees and the Depositor, unless such Event of
Default shall have been cured or waived. (Section 8.02).

Unless an Event of Default shall have occurred and be
continuing, any Trustee with respect to a particular series of
Preferred Securities may be removed at any time by act of the
holder of the corresponding Common Securities. If an Event of
Default has occurred and is continuing, any Trustee with
respect to a particular series of Preferred Securities may be
removed at such time by act of the holders of a majority in
aggregate Liquidation Amount of the outstanding Preferred
Securities of such series, delivered to such Trustee (in its
individual capacity and on behalf of the relevant Issuer). No
registration or removal of a Trustee and no appointment of a
successor Trustee shall be effective until the acceptance of
appointment by the successor Trustee in accordance with the
provisions of the applicable Trust Agreement. (Section 8.10).

If an Event of Default has occurred and is
continuing, the Preferred Securities shall have a preference
over the corresponding Common Securities upon dissolution of
the relevant Issuer as described above. See "--Liquidation
Distribution Upon Dissolution."

Merger or Consolidation of a Trustee

Any corporation into which either the Property
Trustee or any Administrative Trustee that is not a natural
person may be merged or with which it may be consolidated or
any corporation resulting from any merger, conversion or
consolidation to which any such Trustee shall be a party shall
be the successor to such Trustee under the Trust Agreements,
provided such corporation is otherwise qualified and eligible.
(Section 8.12).

Voting Rights

Except as provided below and under "Description of
the Guarantees--Amendments and Assignments" and as otherwise
required by law, the holders of the Preferred Securities will
have no voting rights. (Section 6.01(a)).

So long as any Debentures of a particular series are
held by an Issuer, the Property Trustee shall not (i) direct
the time, method and place of conducting any proceeding for any
remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect
to the Debentures of such series, (ii) waive any past default
which is waivable under Section 513 of the Indenture,
(iii) exercise any right to rescind or revoke any declaration

17
<PAGE>
that the principal of all the Debentures of such series shall
be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Debentures
of such series, where such consent shall be required, without,
in each case, obtaining the prior approval of the holders of at
least a majority in aggregate Liquidation Amount of the
outstanding Preferred Securities of such series; provided,
however, that where a consent under the Indenture would require
the consent of each holder of Debentures affected thereby, no
such consent shall be given by the Property Trustee without the
prior consent of each holder of the Preferred Securities of
such series. The Property Trustee shall not revoke any action
previously authorized or approved by a vote of the holders of
the Preferred Securities of a particular series. The Property
Trustee shall notify all holders of an affected series of
Preferred Securities of any notice of default received from the
Debenture Trustee. In addition to obtaining the foregoing
approvals of the holders of the Preferred Securities of a
particular series, prior to taking any of the foregoing actions
the Trustees shall obtain an Opinion of Counsel experienced in
such matters to the effect that the applicable Issuer will not
be classified as an association taxable as a corporation for
United States Federal income tax purposes on account of such
action. (Section 6.01(b)).

If any proposed amendment to a Trust Agreement
relating to a particular series of Preferred Securities
provides for, or the Trustees otherwise propose to effect, (i)
any action that would adversely affect the powers, preferences
or special rights of the holders of such Preferred Securities,
whether by way of amendment to the Trust Agreement relating to
such Preferred Securities or otherwise, or (ii) the
dissolution, winding up or termination of the Issuer of such
Preferred Securities, other than pursuant to the Trust
Agreement relating to such series of Preferred Securities, then
the holders of the outstanding Preferred Securities of such
series will be entitled to vote on such amendment or proposal,
and such amendment or proposal shall not be effective except
with the approval of the holders of at least a majority in
aggregate Liquidation Amount of such outstanding Preferred
Securities. (Section 6.01(c)).

No amendment to a Trust Agreement may be made if, as
a result of such amendment the applicable Issuer would be
classified as an association taxable as a corporation for
United States Federal income tax purposes.

Any required approval of holders of Preferred
Securities of a particular series may be given at a separate
meeting of the holders of Preferred Securities of such series

18
<PAGE>
convened for such purpose or pursuant to the written consent of
such holders. The Administrative Trustees will cause a notice
of any meeting at which holders of such Preferred Securities
are entitled to vote, or of any matter upon which action by
written consent of such holders is to be taken, to be given to
each holder of record of such Preferred Securities in the
manner set forth in the applicable Trust Agreement. (Section
6.02).

No vote or consent of the holders of Preferred
Securities of a particular series will be required for the
applicable Issuer to redeem and cancel Preferred Securities of
such series in accordance with the applicable Trust Agreement.

Notwithstanding that holders of Preferred Securities
are entitled to vote or consent under any of the circumstances
described above, any of the Preferred Securities that are owned
by Western Resources, any Trustee or any affiliate of Western
Resources or any Trustee, shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

Co-Property Trustees and Separate Property Trustees

Unless an Event of Default under a Trust Agreement
shall have occurred and be continuing, at any time or times,
for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the
Trust Property (as defined in the applicable Trust Agreement)
may at the time be located, the holder of the Common Securities
and the Administrative Trustees shall have power to appoint,
and upon the written request of the Administrative Trustees,
Western Resources, as Depositor, shall for such purpose join
with the Administrative Trustees in the execution, delivery and
performance of all instruments and agreements necessary or
proper to appoint one or more persons approved by the Property
Trustee either to act as co-property trustee, jointly with the
Property Trustee, of all or any part of such Trust Property, or
to act as separate trustee of any such Trust Property, in
either case with such powers as may be provided in the
instrument of appointment, and to vest in such person or
persons in such capacity, any property, title, right or power
deemed necessary or desirable, subject to the provisions of the
applicable Trust Agreement. If Western Resources, as Depositor,
does not join in such appointment within 15 days after the
receipt by it of a request so to do, or in case an Event of
Default under the Indenture has occurred and is continuing, the
Administrative Trustees alone shall have power to make such
appointment. (Section 8.09).

19
<PAGE>
Payment and Paying Agents

Payments in respect of the Preferred Securities shall
be made to DTC, which shall credit the relevant accounts at DTC
on the applicable Distribution Dates or, if the Preferred
Securities are not held by DTC, such payments shall be made by
check mailed to the address of the holder entitled thereto as
such address shall appear on the securities register. The
Paying Agent shall initially be Wilmington Trust Company. The
Paying Agent shall be permitted to resign as Paying Agent upon
30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that
Wilmington Trust Company chooses no longer to be the Paying
Agent, the Administrative Trustees shall appoint a successor
acceptable to the Property Trustee and Western Resources to act
as Paying Agent (which shall be a bank or trust company or
Western Resources). (Sections 4.04 and 5.08).

Book-Entry-Only Issuance--The Depository Trust Company

DTC will act as securities depository for the
Preferred Securities. The Preferred Securities will be issued
only as fully-registered securities registered in the name of
Cede & Co. (DTC's nominee). One or more fully-registered
global Preferred Security certificates will be issued,
representing in the aggregate the total number of Preferred
Securities, and will be deposited with Wilmington Trust
Company, as custodian for DTC.

DTC is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within
the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC holds the securities that
its participants ("Participants") deposit with it. DTC
facilitates the settlement of securities transactions among
Participants through electronic computerized book-entry changes
in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct
Participants include securities brokers, securities dealers,
banks, trust companies, clearing corporations and certain other
organizations ("Direct Participants"). DTC is owned by a
number of its Direct Participants, as well as by the New York
Stock Exchange, the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the
DTC system is also available to others such as securities
brokers, securities dealers, banks and trust companies that
clear through or maintain a custodial relationship with a

20
<PAGE>
Direct Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its
Participants are on file with the Commission.

Purchases of Preferred Securities within the DTC
system must be made by or through Direct Participants, which
will receive a credit for the Preferred Securities on DTC's
records. The ownership interest of each actual purchaser of
each Preferred Security ("Beneficial Owner") is, in turn,
recorded on a Direct or Indirect Participant's records, as the
case may be. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners
are expected to receive written confirmations providing details
of the transactions, as well as periodic statements of their
holdings, from the respective Direct or Indirect Participants
through which the Beneficial Owners purchased Preferred
Securities. Transfers of ownership interests in the Preferred
Securities are also effected by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their
ownership interests in Preferred Securities, except in the
event that use of the book-entry system for the Preferred
Securities is discontinued.

DTC has no knowledge of the actual Beneficial Owners
of the Preferred Securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such
Preferred Securities are credited, which may or may not be the
Beneficial Owners. The Participants are responsible for
keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC
to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by the
arrangements made among them, subject to any statutory or
regulatory requirements as may be in effect from time time.

Redemption notices, if any, will be sent to DTC. If
less than all of the Preferred Securities of a particular
series are being redeemed, DTC's practice is to determine by
lot the amount of the Preferred Securities held by each Direct
Participant in such series to be redeemed.

Although voting with respect to the Preferred
Securities is limited to the holders of record of the Preferred
Securities, in those cases where a vote is required neither DTC
nor Cede & Co. will itself consent or vote with respect to any
Preferred Securities. Under its usual procedures, DTC would
mail an Omnibus Proxy to the Issuer as soon as possible after

21
<PAGE>
the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants
(identified in a listing attached to the Omnibus Proxy) to
whose accounts the Preferred Securities are credited on the
record date.

Distribution payments on the Preferred Securities
will be made by the Issuer to DTC. DTC's practice is to credit
Direct Participants' accounts on the relevant payment date in
accordance with their respective holdings as shown on DTC's
records, unless DTC has reason to believe that it will not
receive payments on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing
instructions and customary practices and will be the
responsibility of such Participants and not of DTC, the
applicable Issuer or Western Resources, subject to any
statutory or regulatory requirements as may be in effect from
time to time. Payment of distributions to DTC is the
responsibility of the Issuer in question, disbursement of such
payments to Direct Participants is the responsibility of DTC,
and disbursement of such payments to the Beneficial Owners is
the responsibility of the Direct or Indirect Participants in
whose accounts the Preferred Securities are held, respectively.

DTC may discontinue providing its services as
securities depositary with respect to the Preferred Securities
at any time by giving reasonable notice to the Issuer in
question. If DTC stops providing such services and a successor
securities depositary is not obtained, Preferred Security
certificates for the affected series must be printed and
delivered. Additionally, the Administrative Trustees (with the
consent of Western Resources) could decide to discontinue use
of the system of book-entry transfers through DTC (or a
successor depositary). In that event, definitive certificates
for the Preferred Securities would be printed and delivered.

The information in this section concerning DTC and
DTC's book-entry system has been obtained from sources that
Western Resources and the Issuers believe to be reliable. None
of Western Resources or the Issuers have responsibility for the
performance by DTC or its Participants of their respective
obligations as described herein or under the rules and
procedures governing their respective operations.

Registrar and Transfer Agent

Wilmington Trust Company will act as registrar and
transfer agent for the Preferred Securities. (Section 5.04).

22
<PAGE>
Registration of transfers of Preferred Securities
will be effected without charge by or on behalf of either
Issuer, but upon payment (with the giving of such indemnity as
the Issuer or Western Resources may require) in respect of any
tax or other governmental charges which may be imposed in
connection therewith. (Section 5.04).

No Issuer will be required to register or cause to be
registered any transfer of Preferred Securities of a particular
series after they have been called for redemption. (Section
5.04).

Information Concerning the Property Trustee

The Property Trustee undertakes to perform only such
duties as are specifically set forth in such Trust Agreement
and, after an Event of Default under the Indenture, must
exercise the same degree of care and skill as a prudent person
would exercise or use in the conduct of his or her own affairs.
Subject to this provision, the Property Trustee is under no
obligation to exercise any of the powers vested in it by the
Indenture at the request of any holder of Preferred Securities
or Debentures of a particular series unless the Property
Trustee is offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred thereby.
(Section 8.01).

Western Resources conducts other banking transactions
with the Property Trustee in the ordinary course of their
business.

The Preferred Securities will initially be offered in
denominations of $25 (based on Liquidation Amount) and integral
multiples of $25 in excess thereof.

Modification of the Trust Agreements

From time to time, Western Resources and the Trustees
may, without the consent of any holders of the Preferred
Securities, amend either Trust Agreement for specified
purposes, including, among other things, (i) to cure
ambiguities, correct or supplement any provision of either
Trust Agreement which may be inconsistent with any other
provision thereof or to make any other provisions with respect
to matters or questions arising under such Trust Agreement
which shall not be inconsistent with the other provisions of
such Trust Agreement, or (ii) to ensure that a Trust will not
be classified for United States Federal income tax purposes as
an association taxable as a corporation and will not be
required to register as an "investment company" under the 1940

23
<PAGE>
Act; provided, however, that such amendment or action shall not
adversely affect the rights of any holder of the Issuer
Securities. Each Trust Agreement contains provisions
permitting Western Resources and the Trustees, with the consent
of the holders of not less than a majority in aggregate
Liquidation Amount of the outstanding Issuer Securities related
thereto, to modify such Trust Agreement in a manner affecting
the rights of the holders of such Issuer Securities; provided
that no such modification may, without the consent of the
holder of each such outstanding Issuer Security affected by the
proposed modification (i) change the amount or timing of any
distribution on such Issuer Securities or otherwise adversely
affect the amount of any distribution required to be made in
respect of such Issuer Securities as of a specified date, or
(ii) restrict the right of any holder of such Issuer Securities
to institute suit for the enforcement of any payment under such
Trust Agreement. (Section 10.02).

Governing Law

Each Trust Agreement will be governed by, and
construed in accordance with, the laws of the State of
Delaware.

Miscellaneous

The Administrative Trustees are authorized and
directed to conduct the affairs of each Issuer and to operate
each Issuer so that neither Issuer will be deemed to be an
"investment company" required to be registered under the 1940
Act or be taxed as a corporation for United States Federal
income tax purposes and so that the Debentures will be treated
as indebtedness of Western Resources for United States Federal
income tax purposes. In this connection, the Administrative
Trustees are authorized to take any action, not inconsistent
with applicable law, the certificate of trust of either Issuer
or the Trust Agreements, that the Administrative Trustees
determine in their discretion to be necessary or desirable for
such purposes, as long as such action does not adversely affect
the interest of the holders of the Preferred Securities.
(Section 2.07).

Holders of the Preferred Securities have no
preemptive rights.

24
<PAGE>
DESCRIPTION OF THE GUARANTEES

General

Set forth below is certain information concerning the
Guarantees that will be executed and delivered by Western
Resources for the benefit of the holders from time to time of
Preferred Securities of each particular series. Each Guarantee
will be qualified as an indenture under the Trust Indenture
Act. Wilmington Trust Company will act as indenture trustee
(the "Guarantee Trustee") under each Guarantee for purposes of
compliance with the Trust Indenture Act. The terms of each
Guarantee will be those set forth in such Guarantee and those
made part of such Guarantee by the Trust Indenture Act. This
summary does not purport to be complete and is subject in all
respects to the provisions of, and is qualified in its entirety
by reference to, the Guarantees, a form of which is filed as an
exhibit to the Registration Statement of which this Prospectus
is a part, and of the Trust Indenture Act. The Guarantee
Trustee will hold each Guarantee for the benefit of the holders
of the corresponding Preferred Securities. Whenever particular
provisions of or defined terms in the Guarantees are referred
to, such sections or defined terms are incorporated herein by
reference. Section references used herein are references to
provisions of the Guarantees unless otherwise stated.

Western Resources will fully and unconditionally
agree, on a subordinated basis, to the extent set forth below,
to make the Guarantee Payments (as defined below) in full to
the holders of the Preferred Securities of a particular series
(without duplication of amounts theretofore paid by the
applicable Issuer with respect thereto), as and when due,
regardless of any defense, right of set-off or counterclaim
that such Issuer may have or assert other than the defense of
payment. (Section 5.1). The following payments with respect
to the Preferred Securities of a particular series, to the
extent not paid by or on behalf of the applicable Issuer (the
"Guarantee Payments"), will be subject to the related Guarantee
(without duplication): (i) any accrued and unpaid
distributions required to be paid on the Preferred Securities
of such series, if and only to the extent that the applicable
Issuer has funds sufficient to make such payment; (ii) the
Redemption Price with respect to any such Preferred Securities
called for redemption by the applicable Issuer, if and only to
the extent that the applicable Issuer has funds sufficient to
make such payment; and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of such Issuer (other
than in connection with a redemption of all of the
corresponding Preferred Securities), the lesser of (a) the
aggregate Liquidation Amount and all accrued and unpaid

25
<PAGE>
distributions on such Preferred Securities to the date of
payment, to the extent the Issuer has funds sufficient to make
such payment, and (b) such amount of assets of such Issuer
remaining available for distribution to holders of such
Preferred Securities in liquidation of such Issuer. (Section
1.1). Western Resources' obligation to make a Guarantee
Payment may be satisfied by direct payment of the required
amounts by Western Resources to the holders of such Preferred
Securities or by causing the applicable Issuer to pay such
amounts to such holders. (Section 5.1).

Each Guarantee will be a full and unconditional
guarantee on a subordinated basis with respect to the Preferred
Securities of the corresponding series from the time of the
issuance of such Preferred Securities, but will not apply
(i) to any payment of distributions if and to the extent that
the Issuer with respect thereto does not have funds sufficient
to make such payments or (ii) to the collection of payment. If
Western Resources does not make interest payments on a series
of Debentures held by an Issuer, it is expected that such
Issuer will not pay distributions on such Preferred Securities.
The Guarantees will rank subordinate and junior in right of
payment to all liabilities of Western Resources (except those
made pari passu with, or subordinate to the Guarantees by their
terms, i.e., another Guarantee). See "--Status of the
Guarantees."

Amendments and Assignments

Except with respect to any changes that do not
adversely affect the rights of the holders of Preferred
Securities of a particular series (in which case no consent of
such holders will be required), the terms of a Guarantee may be
changed only with the prior approval of the holders of not less
than a majority in aggregate Liquidation Amount of such
outstanding Preferred Securities. All guarantees and
agreements contained in any Guarantee will be binding upon the
successors, assigns, receivers, trustees and representatives of
Western Resources, and shall inure to the benefit of the
holders of the corresponding Preferred Securities then
outstanding. (Sections 8.1 and 8.2).

Events of Default

An event of default under a Guarantee will occur upon
the failure of Western Resources to perform any of its payment
obligations thereunder. (Section 1.1). The holders of a
majority in aggregate Liquidation Amount of the Preferred
Securities of the affected series have the right to direct the
time, method and place of conducting any proceeding for any

26
<PAGE>
remedy available to the Guarantee Trustee in respect of such
Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under such Guarantee.
(Section 5.4).

If the Guarantee Trustee fails to enforce a
Guarantee, any holder of the corresponding series of Preferred
Securities may institute a legal proceeding directly against
Western Resources to enforce such Holder's rights under such
Guarantee without first instituting a legal proceeding against
the applicable Issuer, the Guarantee Trustee or any other
person or entity. (Section 5.4). The Guarantees are
guarantees of payment, not of collection. (Section 5.5).

Information Concerning the Guarantee Trustee

The Guarantee Trustee, other than during the
occurrence and continuance of a default by Western Resources in
the performance of a Guarantee, undertakes to perform only such
duties as are specifically set forth in the Guarantees and,
after default with respect to any Guarantee, must exercise the
same degree of care and skill as a prudent person would
exercise or use in the conduct of his or her own affairs.
Subject to this provision, the Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by a
Guarantee at the request of any holder of Preferred Securities
of a particular series unless the Guarantee Trustee is offered
reasonable indemnity against the costs, expenses and
liabilities that might be incurred thereby. (Sections 3.1 and
3.2).

Termination of the Guarantees

A Guarantee will terminate and be of no further force
and effect upon full payment of the Redemption Price of all
Preferred Securities of the corresponding series, the
distribution of Debentures of the applicable series to the
holders of such Preferred Securities in exchange for all of
such Preferred Securities or upon payment in full of the
amounts payable upon liquidation of the related Issuer.
Notwithstanding the foregoing, each Guarantee will continue to
be effective or will be reinstated, as the case may be, if at
any time any holder of Preferred Securities must restore
payment of any sums paid under such Preferred Securities or the
related Guarantee. (Section 7.1).

Status of the Guarantees

Each Guarantee will constitute an unsecured
obligation of Western Resources and will rank subordinate and

27
<PAGE>
junior in right of payment to all Senior Indebtedness (as
defined above) of Western Resources. (Section 6.1). Each
Trust Agreement provides that each holder of Preferred
Securities of a particular series by acceptance thereof agrees
to the subordination provisions and other terms of the related
Guarantee.

Each Guarantee will rank pari passu with each other
Guarantee and with any similar guarantees issued by the
Guarantor on behalf of the holders of preferred securities
issued by any other issuer holding debentures issued under the
Indenture. (Section 6.2).

Each Guarantee will constitute a guarantee of payment
and not of collection (i.e., the guaranteed party may institute
a legal proceeding directly against the Guarantor to enforce
its rights under the applicable Guarantee without first
instituting a legal proceeding against any other person or
entity). (Section 5.5).

Governing Law

Each Guarantee will be governed by and construed in
accordance with the laws of the State of New York. (Section
8.5).

DESCRIPTION OF THE DEBENTURES

General

Set forth below is a description of certain terms of
the Debentures which each Issuer will purchase with its Common
Securities and the proceeds of the issuance and sale of such
Issuer's Preferred Securities. The following summary does not
purport to be complete and is subject in all respects to, and
is qualified in its entirety by reference to, the Indenture, as
supplemented by the Supplemental Indenture creating each series
of Debentures, from Western Resources to Wilmington Trust
Company, as trustee with respect to the Debentures (the
"Debenture Trustee"), the forms of which are filed as exhibits
to the Registration Statement of which this Prospectus is a
part, and the Trust Indenture Act. Whenever particular
provisions of or defined terms in the Indenture or the
Supplemental Indenture are referred to, such sections or
defined terms are incorporated herein by reference. Section
references used herein are references to provisions of the
Indenture unless otherwise stated.

Concurrently with the issuance of each Issuer's
Preferred Securities, the Issuer will invest the proceeds

28
<PAGE>
thereof in a corresponding series of Debentures newly issued by
Western Resources. The Debentures will be unsecured
subordinated obligations of Western Resources issued under the
Indenture. Each series of Debentures will be in a principal
amount equal to the aggregate stated Liquidation Amount of the
corresponding Preferred Securities plus Western Resources'
concurrent investment in the Common Securities and will rank
pari passu with all other series of Debentures. The Indenture
does not limit the aggregate principal amount of Debentures
which may be issued thereunder.

Optional Redemption

Western Resources will have the right, at any time
and from time to time, as set forth in an applicable
Supplemental Indenture, to redeem any series of Debentures, in
whole or in part, at a redemption price as set forth in such
Supplemental Indenture, together with any accrued but unpaid
interest thereon, including any Additional Interest (as defined
above) to the redemption date.

If a Special Event shall occur and be continuing,
Western Resources shall have the right to redeem any series of
Debentures in whole but not in part, at the Redemption Price
plus any accrued and unpaid interest on such series of
Debentures, including any Additional Interest, if any, to the
redemption date. (Section 102 of the Supplemental Indenture).

For so long as an Issuer is the holder of all the
outstanding Debentures of a particular series, the proceeds of
any such redemption will be used by such Issuer to redeem
Preferred Securities of such series and the corresponding
Common Securities in accordance with their terms. Western
Resources may not redeem any series of Debentures in part
unless all accrued and unpaid interest thereon (including any
Additional Interest) has been paid in full on all outstanding
Debentures of such series for all quarterly interest periods
terminating on or prior to the date of redemption. (Section
102 of the Supplemental Indenture).

Any optional redemption of any series of Debentures
shall be made upon not less than 30 nor more than 90 days'
notice to the holders thereof. If at the time of mailing of
any notice of redemption Western Resources shall not have
deposited with the Trustee (and/or irrevocably directed the
Trustee to apply, from money held by it available to be used
for the redemption of Debentures) an amount in cash sufficient
to redeem all of the Debentures to be redeemed, including
accrued interest to such Redemption Date, such notice shall
state that the proposed redemption to which such notice relates

29
<PAGE>
is subject to the deposit of such amount with the Trustee on or
before the Redemption Date. (Section 1204).

After notice of redemption is given and Western
Resources having on or before the Redemption Date deposited
with the Trustee (and/or having irrevocably directed the
Trustee to apply, from money held by it available to be used
for the redemption of Debentures) an amount in cash sufficient
to redeem all of the Debentures to be redeemed, the Debentures
so to be redeemed will, on the Redemption Date, become due and
payable and from and after such date, such Debentures will
cease to bear interest. (Section 1206).

Interest

The Debentures of a particular series shall bear
interest at the rate per annum set forth in the applicable
Supplemental Indenture and from the date of the initial
issuance thereof. Such interest is payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of
each year (each, an "Interest Payment Date"), to the person in
whose name such Debentures are registered, subject to certain
exceptions, at the close of business on the Business Day next
preceding such Interest Payment Date. (Section 307 of the
Indenture and Section 101 of the Supplemental Indenture). It
is anticipated that the Debentures will be held in the name of
the Property Trustee in trust for the benefit of the holders of
the corresponding Issuer Securities.

The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months
and, for any period shorter than a full monthly period, shall
be computed on the basis of the actual number of days elapsed
in such period. (Section 310). In the event that any date on
which interest is payable on the Debentures is not a Business
Day, then payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on the date the payment was
originally payable. (Section 101 of the Supplemental
Indenture).

Western Resources' Option to Extend Interest Payment Periods

Western Resources shall have the right, at any time
while the Debentures of any particular series are outstanding,
to extend the interest payment period on such Debentures from

30
<PAGE>
time to time to a period for up to 20 consecutive quarters (the
"Extension Period") during which period interest will compound
quarterly. At the end of any such Extension Period, Western
Resources must pay all interest then accrued and unpaid
(together with interest thereon at the rate specified for such
Debentures to the extent permitted by applicable law). During
any such Extension Period, Western Resources may not declare or
pay any dividends or distributions (other than dividends or
distributions payable in common stock of Western Resources or
other securities, including other Debentures, ranking junior in
right of payment to the Debentures of such series) on, or
redeem, purchase, acquire, or make a liquidation payment with
respect to, any of its capital stock or any security ranking
pari passu with or junior in right of payment to the Debentures
of such series, or make any guarantee payment with respect to
the foregoing (other than pro rata payments under the
Guarantees) or repurchase, or cause any of its subsidiaries to
repurchase, any security of Western Resources ranking pari
passu with or junior in right of payment to the Debentures of
such series (except for payments made on any series of
Debentures upon the stated maturity of such Debentures);
provided that Western Resources may redeem, purchase, acquire
or make a liquidation payment with respect to any of its
capital stock, make any guarantee payment with respect to the
foregoing or repurchase, or cause any of its subsidiaries to
repurchase, any security of Western Resources ranking pari
passu with or junior in right of payment to the Debentures of
such series with securities (or the proceeds from the issuance
of securities) having no higher ranking than the capital stock
or the other securities which are to be redeemed, purchased,
acquired, with respect to which a liquidation payment is to be
made, to which a guarantee payment is to be made with respect
to the foregoing or which are to be repurchased. Such
Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters or
extend beyond the maturity date of such Debentures. Upon the
termination of any such Extension Period and the payment of all
amounts then due, Western Resources may select a new Extension
Period, subject to the foregoing requirements. No interest
shall be due and payable during an Extension Period, except at
the end thereof. So long as the Property Trustee shall be the
sole holder of the Debentures, Western Resources must give the
Property Trustee, the Administrative Trustees and the Debenture
Trustee notice of its selection of such Extension Period at
least one Business Day prior to the earlier of (i) the date
that the distribution on the corresponding Preferred Securities
is payable or (ii) the date the Administrative Trustees are
required to give notice to the New York Stock Exchange or other

31
<PAGE>
applicable self-regulatory organization or to holders of the
Preferred Securities of such series of the record date for the
payment of such distribution or the date such distribution is
payable, but in any event not less than one Business Day prior
to such record date. The Debenture Trustee will be required to
give prompt notice of Western Resources' selection of such
Extension Period to the holders of the Preferred Securities and
the Administrative Trustees. (Section 101 of the Supplemental
Indenture).

Additional Interest

If at any time an Issuer shall be required to pay any
interest on distributions in arrears in respect of the
Preferred Securities of a particular series pursuant to the
terms thereof, Western Resources will pay as interest to such
Issuer, as the holder of the Debentures of the corresponding
series, an amount of additional interest ("Additional Interest
Attributable to Deferral") equal to such interest on
distributions in arrears. Accordingly, in such circumstances
Western Resources will, to the fullest extent permitted by
applicable law, pay interest upon interest in order to provide
for quarterly compounding on such Debentures. In addition, if
an Issuer is required to pay any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding
taxes) imposed by the United States or any other taxing
authority, then, in each case, Western Resources will also pay
such amounts as shall be required so that the new amounts
received and retained by such Issuer after paying such taxes,
duties, assessments or governmental charges will be not less
than the amounts such Issuer would have received had no such
taxes, duties, assessments or governmental charges been imposed
("Additional Interest Attributable to Taxes," and, together
with Additional Interest Attributable to Deferral, "Additional
Interest"). (Section 101 of the Indenture and Section 101 of
the Supplemental Indenture).

Right of Set-Off

Notwithstanding anything to the contrary in the
Indenture, Western Resources shall have the right to set-off
any payment it is otherwise required to make thereunder to the
extent Western Resources has theretofore made, or is
concurrently on the date of such payment, making a payment
under the related Guarantee. (Section 311).

Subordination

The Debentures will be subordinate and junior in
right of payment to the prior payment, in full in cash or cash

32
<PAGE>
equivalents, of all Senior Indebtedness (as defined herein).
(Sections 101 and 1101) In the event of (a) any insolvency or
bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding
in connection therewith, relating to Western Resources or to
its creditors, as such, or to its assets, or (b) any
liquidation, dissolution or other winding up of Western
Resources, whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy, or (c) any assignment for
the benefit of creditors or any other marshalling of assets and
liabilities of Western Resources (except a distribution in
connection with a consolidation of Western Resources with, or
the merger of Western Resources into, another corporation or
the liquidation or dissolution of Western Resources following
conveyance, transfer or lease of its properties and assets
substantially as an entirety to another corporation upon the
terms and conditions described below under "--Consolidation,
Merger and Sale"), the holders of all Senior Indebtedness will
be entitled to receive payment in full in cash or cash
equivalents of all amounts due or to become due thereon, before
the holders of Debentures are entitled to receive any payment
on account of the principal of or interest on the Debentures;
and any payment or distribution of assets of Western Resources
of any kind or character, whether in cash, property or
securities, by set-off or otherwise, to which the holders of
the Debentures or the Debenture Trustee would be entitled but
for the provisions of the Indenture relating to subordination
shall be paid by the liquidating trustee or agent or other
person making such payment or distribution directly to the
holders of Senior Indebtedness ratably according to the
aggregate amounts remaining unpaid on account of the Senior
Indebtedness to the extent necessary to make payment in full in
cash or cash equivalents of all Senior Indebtedness remaining
unpaid. In the event that, notwithstanding the foregoing, the
Debenture Trustee or any holder of the Debentures shall have
received payment or distribution of assets of Western Resources
of any kind or character (excluding certain permitted
subordinated securities) before all Senior Indebtedness is paid
in full or payment thereof provided for, then such payment or
distribution will be paid over or delivered to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other person making payment or distribution of the
assets of Western Resources for application to the payment of
all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in cash or
cash equivalents. (Section 1102).

Western Resources is prohibited from making payments
on account of the principal of or interest on the Debentures or
on account of the purchase or redemption or other acquisition

33
<PAGE>
of the Debentures if there shall have occurred and be
continuing: (a) a default in any payment with respect to any
Senior Indebtedness (as defined herein) or (b) any other event
of default with respect to any Senior Indebtedness resulting in
the acceleration of the maturity thereof. (Section 1103). In
the event that Western Resources makes any payment to the
Debenture Trustee or any holder of any series of Debentures,
which payment is prohibited by the foregoing, then such payment
is required to be paid over to the representative of the
holders of the Senior Indebtedness then outstanding to the
extent necessary to pay in full, in cash or cash equivalents,
all Senior Indebtedness. (Section 1103).

Subject to the payment in full of all Senior
Indebtedness, the holders of the Debentures shall be subrogated
to the rights of the holders of Senior Indebtedness to receive
payments and distributions of assets of Western Resources
applicable to the Senior Indebtedness until the Debentures are
paid in full. (Section 1105).

If Western Resources fails to make any payment on a
series of Debentures when due or within any applicable grace
period, such failure will constitute an Event of Default under
the related Indenture. See "Events of Default."

As of June 30, 1995, the Senior Indebtedness of
Western Resources was approximately $1.8 billion. As a holding
company, certain of Western Resources' assets consist of the
stock of its subsidiaries. Except to the extent that Western
Resources may itself be a creditor with recognized claims
against Western Resources' subsidiaries, the claims of the
holders of the Debentures to the assets of operating
subsidiaries of Western Resources effectively are subordinated
to the claims of direct creditors of such subsidiaries. See
"Risk Factors--Holding Company Structure" in the accompanying
Prospectus Supplement.

The term "Senior Indebtedness" shall mean the
principal of, interest on and any other payment due pursuant to
any of the following, whether outstanding at the date of
execution of any Supplemental Indenture or thereafter incurred,
created or assumed:

(a) all indebtedness of Western Resources on a
consolidated basis (other than any obligations to trade
creditors) evidenced by notes, debentures, bonds or other
securities sold by Western Resources for money borrowed
and capitalized lease obligations;

34
<PAGE>
(b) all indebtedness of others of the kinds
described in the preceding clause (a) assumed by or
guaranteed in any manner by Western Resources or in effect
guaranteed by Western Resources;

(c) all obligations of Western Resources issued or
assumed as the deferred purchase price of property, all
conditional sale obligations of Western Resources and all
obligations of Western Resources under any title retention
agreement (but excluding trade accounts payable);

(d) certain obligations of Western Resources for the
reimbursement of any obligor on any letter of credit,
banker's acceptance, security purchase facility, surety
bond or similar credit transaction entered into in the
ordinary course of business of Western Resources; and

(e) all renewals, extensions or refundings of
indebtedness of the kinds described in either of the
preceding clauses (a) through (d);

unless, in the case of any particular indebtedness, renewal,
extension or refunding, the instrument creating or evidencing
the same or the assumption or guarantee of the same expressly
provides that such indebtedness, renewal, extension or
refunding is made pari passu with or subordinate to the
Debentures. (Section 101).

Notwithstanding the foregoing, each series of
Debentures will rank pari passu with each other series of
Debentures.

The Indenture does not limit the aggregate amount of
Senior Indebtedness that may be issued.

Certain Covenants of Western Resources

In the Indenture, Western Resources covenants that it
will not declare or pay any dividends or distributions (other
than dividends or distributions payable in common stock of
Western Resources or other securities, including other
Debentures, ranking junior in right of payment to the
Debentures of such series) on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of its capital
stock or any security ranking pari passu with or junior in
right of payment to the Debentures of such series, or make any
guarantee payments with respect to the foregoing (other than
pro rata payments under the Guarantees) or repurchase, or cause

35
<PAGE>
any of its subsidiaries to repurchase, any security of Western
Resources ranking pari passu with or junior in right of payment
to the Debentures of such series (except for payments made on
any series of Debentures upon the stated maturity of such
Debentures); provided that Western Resources may redeem,
purchase, acquire or make a liquidation payment with respect to
any of its capital stock, make any guarantee payment with
respect to the foregoing or repurchase, or cause any of its
subsidiaries to repurchase, any security of Western Resources
ranking pari passu with or junior in right of payment to the
Debentures of such series with securities (or the proceeds from
the issuance of securities) having no higher ranking than the
capital stock or the other securities which are to be redeemed,
purchased, acquired, with respect to which a liquidation
payment is to be made, to which a guarantee payment is to be
made with respect to the foregoing or which are to be
repurchased; if at such time (i) there shall have occurred any
event of which Western Resources has actual knowledge that
(a) with the giving of notice or the lapse of time, or both,
would constitute an Event of Default with respect to such
particular series of securities under the Indenture and
(b) which Western Resources shall not have taken reasonable
steps to cure, (ii) Western Resources shall be in default with
respect to its payment of any obligations under the Guarantee
or (iii) Western Resources shall have given notice of its
selection of an Extension Period as provided in the Indenture,
and such Extension Period, or any extension thereof, shall have
commenced and be continuing. (Section 1005). Western
Resources also covenants (i) to maintain 100% ownership of the
Common Securities of the Issuer to which Debentures have been
issued, (ii) not to voluntarily dissolve, wind up or terminate
each Issuer, except in connection with the distribution of the
corresponding Debentures to the holders of the Preferred
Securities of such Issuer in liquidation of such Issuer or in
connection with certain mergers, consolidations or
amalgamations permitted by the corresponding Trust Agreement
and (iii) to use its reasonable efforts, consistent with the
terms and provisions of the corresponding Trust Agreement, to
cause such Issuer to remain a business trust and otherwise not
to be classified as an association taxable as a corporation for
United States Federal income tax purposes. (Section 1005).

Events of Default

The Indenture will provide that any one or more of
the following described events with respect to a series of
Debentures that has occurred and is continuing constitutes an
Issuer "Event of Default" with respect to such series of
Debentures:

36
<PAGE>
(a) failure for 30 days to pay any interest on such
series of Debentures, including any Additional Interest in
respect thereof, when due (subject to the deferral of any
due date in the case of an Extension Period);

(b) failure to pay any principal on such series of
Debentures when due whether at maturity, upon redemption
by declaration of acceleration or otherwise;

(c) failure to observe or perform in any material
respect any other covenant relating to such series of
Debentures contained in the Indenture for 90 days after
written notice to Western Resources from the Debenture
Trustee or the holders of at least 25% in principal amount
of the outstanding Debentures of such series; or

(d) certain events in bankruptcy, insolvency or
reorganization of Western Resources. (Section 501).

If an Event of Default has occurred and is
continuing, the holders of a majority in outstanding principal
amount of each affected series of Debentures have the right to
direct the time, method and place of conducting any proceeding
for any remedy available to the Debenture Trustee. (Section
512). The Debenture Trustee or the holders of not less than
25% in aggregate outstanding principal amount of such series of
Debentures may declare the principal due and payable
immediately upon an Event of Default, and should the Debenture
Trustee or such holders of such Debentures fail to make such
declaration the holders of at least 25% in aggregate
Liquidation Amount of Preferred Securities of such series shall
have such right. The holders of a majority in aggregate
outstanding principal amount of such series of Debentures may
annul such declaration and waive the default if the default has
been cured and a sum sufficient to pay all matured installments
of interest and principal due otherwise than by acceleration
and any Additional Interest has been deposited with the
Debenture Trustee. (Section 502).

The holders of a majority in outstanding principal
amount of each series of Debentures may, on behalf of the
holders of all the Debentures of such series, waive any past
default, except a default in the payment of principal or
interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited
with the Debenture Trustee) or a default in respect of a
covenant or provision which under the Indenture cannot be
modified or amended without the consent of the holder of each
outstanding Debenture of such series. (Section 513). Western

37
<PAGE>
Resources is required to file annually with the Debenture
Trustee a certificate as to whether or not Western Resources is
in compliance with all the conditions and covenants applicable
to it under the Indenture. (Section 1004).

A voluntary or involuntary dissolution of any Issuer
prior to the redemption or maturity of the Debentures held by
such Issuer will not constitute an Event of Default with
respect to such Debentures. If any Issuer is dissolved, an
event the possibility of which Western Resources and the
Issuers consider to be remote, any of the following, among
other things, could occur: (i) a distribution of the
Debentures held by such Issuer to the holders of the
corresponding Preferred Securities, (ii) a cash distribution to
the holders of such Preferred Securities out of the sale of
assets of such Issuer, after satisfaction of all liabilities to
creditors, (iii) a permitted redemption at par of the
Debentures, and a consequent redemption of a Like Amount of
such Preferred Securities, at the option of Western Resources
under the circumstances described under "--Optional Redemption"
or (iv) the rollover of the Trust Property (as defined in the
Trust Agreement) into another entity with similar
characteristics.

Form, Exchange and Transfer

The Debentures, if issued in certificated form, will
be issuable only in registered form, without coupons and only
in denominations of $25 and integral multiples thereof.
(Section 302).

Subject to the terms of the Indenture, Debentures may
be presented for registration of transfer or exchange (duly
endorsed or accompanied by satisfactory instruments of
transfer) at the office of the Securities Registrar or at the
office of any transfer agent designated by Western Resources
for such purpose. No service charge will be made for any
registration of transfer or exchange of Debentures, but Western
Resources may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith. Such transfer or exchange will be effected upon the
Securities Registrar or such transfer agent, as the case may
be, being satisfied with the documents of transfer, title and
identity of the person making the request. Western Resources
has appointed the Debenture Trustee as the initial Securities
Registrar. (Section 305). Western Resources may at any time
designate additional transfer agents, rescind the designation
of any transfer agent or approve a change in the office through
which any transfer agent acts. (Section 1002).

38
<PAGE>
If a series of Debentures is to be redeemed in part,
Western Resources will not be required to issue, register the
transfer of or exchange any Debentures of such series during a
period beginning at the opening of business 15 days before the
day of mailing of the notice of redemption for such Debentures
that may be selected for redemption and ending at the close of
business on the day of such mailing. (Section 305).

Payment and Paying Agents

Payment of interest on a Debenture on any Interest
Payment Date will be made to the Person in whose name such
Debenture (or one or more predecessor Debentures) is registered
at the close of business on the Regular Record Date (as defined
in the Indenture) for such interest. (Section 307).

Principal of and any interest on the Debentures will
be payable at the office of such Paying Agent or Paying Agents
as Western Resources may designate for such purpose from time
to time, except that at the option of Western Resources,
payment of any interest may be made by check mailed to the
address of the person entitled thereto as such address appears
in the Securities Register or by wire transfer. (Section 101
of the Supplemental Indenture). The corporate trust office of
the Debenture Trustee in the City of Wilmington, Delaware is
designated as Western Resources' initial sole Paying Agent for
payments with respect to the Debentures. Western Resources may
at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the
office through which any Paying Agent acts. (Section 1002).

Supplemental Indentures, Modification of the Indenture

From time to time Western Resources and the Debenture
Trustee may, without the consent of the holders of any series
of Debentures, amend, waive or supplement the Indenture for
specified purposes, including, among other things, curing
ambiguities, defects or inconsistencies, qualifying, or
maintaining the qualification of, the Indenture under the Trust
Indenture Act, or making any other change that does not
adversely affect the rights of any holder of Debentures.
(Section 901). The Indenture will contain provisions
permitting Western Resources and the Debenture Trustee, with
the consent of the holders of not less than a majority in
principal amount of any outstanding series of Debentures
affected, to modify the Indenture in a manner affecting the
rights of the holders of such series of Debentures; provided
that no such modification may, without the consent of the
holder of each outstanding Debenture so affected, (i) change
the fixed maturity of any series of Debentures, reduce the

39
<PAGE>
principal amount thereof, or reduce the rate or extend the time
for payment of interest thereon (otherwise than permitted under
the Indenture), (ii) reduce the percentage of the principal
amount of Debentures of any series, the holders of which are
required to consent to any such modification of the Indenture
or (iii) modify certain provisions of the Indenture relating to
the waiver of past defaults or compliance by Western Resources
with certain covenants set forth therein. The Indenture also
requires the consent of the holders of the affected Preferred
Securities in respect of certain amendments to or termination
of the Indenture and in respect to compliance by Western
Resources with certain covenants in the Indenture. (Section
902). In addition, Western Resources and the Debenture Trustee
may execute, without the consent of any holders of Debentures,
Supplemental Indentures for the purpose of creating new series
of Debentures. (Section 901).

Consolidation, Merger and Sale

Western Resources may not consolidate with, merge
into, or convey, transfer or lease its properties and assets
substantially as an entirety to, any Person (a "Successor
Person"), and may not permit any Person to merge into, or
convey, transfer or lease its properties and assets
substantially as an entirety to Western Resources, unless:
(i) the Successor Person (if any), is a corporation,
partnership, trust or other entity organized and validly
existing under the laws of any United States jurisdiction and
assumes Western Resources' obligations on the Debentures, the
Indenture, the Guarantees and the Expense Agreements (as
defined below); (ii) immediately after giving effect to the
transaction and treating any indebtedness which becomes an
obligation of Western Resources or any subsidiary as a result
of the transaction as having been incurred by it at the time of
the transaction, no Event of Default, and no event which, after
notice or lapse of time, would become an Event of Default,
shall have occurred and be continuing; (iii) such transaction
does not give rise to any breach or violation of the Trust
Agreement or the Guarantee; and (iv) Western Resources has
delivered to the Debenture Trustee an Officers' Certificate and
an Opinion of Counsel as to certain matters. (Section 801).

Satisfaction and Discharge

Under the terms of the Indenture, Western Resources
will be discharged from any and all obligations in respect of a
particular series of Debentures (except, in each case, for
certain obligations to register the transfer or exchange of
such Debentures, replace stolen, lost or mutilated Debentures
and hold moneys or U.S. Government Obligations (as defined in

40
<PAGE>
the Indenture) for payment in trust) if Western Resources
deposits with the Debenture Trustee, in trust, moneys or U.S.
Government Obligations in an amount sufficient to pay all the
principal of, and interest on, such series of Debentures on the
dates such payments are due in accordance with the terms of
such Debentures. (Section 401).

Governing Law

The Indenture, the Supplemental Indentures and the
Debentures will be governed by, and construed in accordance
with, the laws of the State of New York. (Section 112).

Miscellaneous

Western Resources will have the right at all times to
assign any of its rights or obligations under the Indenture to
a direct or indirect wholly-owned subsidiary of Western
Resources, provided that, in the event of any such assignment,
Western Resources will remain liable for such obligations.
Subject to the foregoing, the Indenture will be binding upon
and inure to the benefit of the parties thereto and their
respective successors and assigns. (Section 109).

RELATIONSHIP AMONG THE PREFERRED
SECURITIES, THE DEBENTURES AND THE GUARANTEES

As long as payments of interest and other payments
are made when due on each series of Debentures, such payments
will be sufficient to cover distributions and other payments
due on the Preferred Securities of the corresponding series,
because: (i) the aggregate principal amount of each series of
Debentures will be equal to the sum of the aggregate stated
Liquidation Amount of the corresponding Issuer Securities;
(ii) the interest rate and interest and other payment dates on
each series of Debentures will correspond to the distribution
rate and distribution and other payment dates on the Preferred
Securities of such series; (iii) the Expense Agreements entered
into by Western Resources pursuant to the Trust Agreements
(each an "Expense Agreement" and, collectively, the "Expense
Agreements") provide that Western Resources shall pay for all,
and an Issuer shall not be obligated to pay, directly or
indirectly, for any, costs, expenses or liabilities of such
Issuer, including any income taxes, duties and other
governmental charges, and all costs and expenses with respect
thereto, to which such Issuer may become subject, except for
United States withholding taxes and such Issuer's payment
obligations to holders of the Preferred Securities of a
particular series under such Preferred Securities; and
(iv) each Trust Agreement further provides that the Trustees

41
<PAGE>
shall not cause or permit an Issuer to, among other things,
engage in any activity that is not consistent with the limited
purposes of each Issuer.

Payments of distributions and other amounts due on
Preferred Securities of each series (to the extent an Issuer
has funds sufficient for the payment of such distributions) are
guaranteed by Western Resources as and to the extent set forth
under "Description of the Guarantees." If and to the extent
that Western Resources does not make payments on any series of
Debentures, such Issuer will not pay distributions or other
amounts due on the Preferred Securities of the corresponding
series.

If the Guarantee Trustee fails to enforce any
Guarantee, a holder of a Preferred Security to which such
Guarantee applies may institute a legal proceeding directly
against Western Resources to enforce such holder's rights under
such Guarantee without first instituting a legal proceeding
against the Issuer of such Preferred Security or any other
person or entity.

Each Issuer's Preferred Securities will evidence the
rights of the holders thereof to the benefits of such Issuer, a
trust that exists for the sole purpose of issuing its Issuer
Securities and investing the proceeds of its Preferred
Securities in a corresponding series of Debentures of Western
Resources, while each series of Debentures represents
indebtedness of Western Resources. A principal difference
between the rights of a holder of a Preferred Security and a
holder of a Debenture is that a holder of a Debenture will
accrue, and (subject to the permissible extensions of the
interest payment period) is entitled to receive, interest on
the principal amount of Debentures held, while a holder of
Preferred Securities is only entitled to receive distributions
if and to the extent the Issuer has funds sufficient for the
payment of such distributions.

Upon any voluntary or involuntary dissolution,
winding up or termination of any Issuer involving the
distribution of a series of Debentures, the holders of
Preferred Securities of the corresponding series will be
entitled to receive, out of assets legally available for
distribution to such holders, the Liquidation Distribution.
See "Description of the Preferred Securities--Liquidation
Distribution Upon Dissolution." Upon any voluntary or
involuntary liquidation or bankruptcy of Western Resources,
each Issuer, as a holder of Debentures, would be a subordinated
creditor of Western Resources, subordinated in right of payment
to all Senior Indebtedness, but entitled to receive payment in

42
<PAGE>
full of principal and interest before any stockholders of
Western Resources receive any payments or distributions. Since
Western Resources has agreed to pay for all costs, expenses and
liabilities of the Issuers (other than United States
withholding taxes and other than the Issuers' obligations to
the holders of Preferred Securities under the Preferred
Securities, which obligations are independently covered by the
Guarantees), the positions of a holder of Preferred Securities
and a holder of Debentures relative to other creditors and to
stockholders of Western Resources in the event of a liquidation
or bankruptcy of Western Resources would be substantially the
same.

A default or event of default under any Senior
Indebtedness will not constitute a default or Event of Default
under the Debentures. However, in the event of payment
defaults under, or acceleration of, Senior Indebtedness, the
subordination provisions of the Debentures provide that no
payments may be made in respect of the Debentures until such
Senior Indebtedness has been paid in full or any payment
default thereunder has been cured or waived.

Failure to make required payments on any series of
Debentures would constitute an Event of Default under the
Indenture.

PLAN OF DISTRIBUTION

The Preferred Securities may be sold in a public
offering to or through underwriters or dealers designated from
time to time. An Issuer may sell its Preferred Securities as
soon as practicable after the effectiveness of the Registration
Statement of which this Prospectus is a part. The names of any
underwriters or dealers involved in the sale of the Preferred
Securities of a particular series in respect of which this
Prospectus is delivered, the number of Preferred Securities to
be purchased by any such underwriters or dealers and the
applicable commissions or discounts will be set forth in the
applicable Prospectus Supplement.

Underwriters may offer and sell Preferred Securities
at a fixed price or prices, which may be changed, or from time
to time at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at
negotiated prices. In connection with the sale of Preferred
Securities, underwriters will be deemed to have received
compensation from Western Resources and/or an Issuer in the
form of underwriting discounts or commissions. Underwriters
may sell Preferred Securities to or through dealers, and such

43
<PAGE>
dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters.

Any underwriting compensation paid by Western
Resources to underwriters in connection with the offering of
the Preferred Securities, and any discounts, concessions or
commissions allowed by such underwriters to participating
dealers, will be set forth in the applicable Prospectus
Supplement. Underwriters and dealers participating in the
distribution of Preferred Securities may be deemed to be
underwriters, and any discounts and commissions received by
them, and any profit realized by them on resale of such
Preferred Securities, may be deemed to constitute underwriting
discounts and commissions under the Act. Underwriters and
dealers may be entitled, pursuant to their agreement with
Western Resources and an Issuer, to indemnification against and
contribution toward certain civil liabilities, including
liabilities under the Securities Act, and to reimbursement by
Western Resources for certain expenses.

In connection with the offering of the Preferred
Securities of a particular series, the Issuer thereof may grant
to the underwriters an option to purchase additional Preferred
Securities to cover over-allotments, if any, at the initial
public offering price (with an additional underwriting
commission), as set forth in the applicable Prospectus
Supplement.

Underwriters and dealers may engage in transactions
with, or perform services for, Western Resources, an Issuer and
any of their respective affiliates.

An Issuer's Preferred Securities will be a new issue
of securities and will have no established trading market. Any
underwriters to whom an Issuer's Preferred Securities are sold
by such Issuer for public offering and sale may make a market
in such Preferred Securities, but such underwriters will not be
obligated to do so and may discontinue any market-making at any
time without notice. Such Preferred Securities may or may not
be listed on a national securities exchange. No assurance can
be given as to the liquidity of or the existence of meaningful
trading markets for any Preferred Securities.

EXPERTS

The consolidated financial statements and schedules
included in or incorporated by reference in Western Resources'
1994 Annual Report on Form 10-K have been audited by Arthur
Andersen LLP, independent public accountants, as set forth in
its report. In that report, that firm states that with respect

44
<PAGE>
to Kansas Gas and Electric Company (a wholly-owned subsidiary
of Western Resources), its opinion is based on the report of
other public accountants for the year ended December 31, 1992,
namely Deloitte & Touche LLP. Since 1993, Arthur Andersen LLP
has audited both Western Resources and Kansas Gas and Electric
Company. The consolidated financial statements and supporting
schedules referred to above have been incorporated herein in
reliance upon the authority of Arthur Andersen LLP as experts
in giving said reports.

The financial statements and the related financial
statement schedules incorporated in this Prospectus by
reference from Kansas Gas and Electric Company's Annual Report
on Form 10-K for the year ended December 31, 1992 have been
audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.

LEGAL MATTERS

Certain legal matters will be passed upon for Western
Resources by John K. Rosenberg, Esq., Executive Vice President
and General Counsel of Western Resources, by Cahill Gordon &
Reindel, a partnership including a professional corporation,
counsel for Western Resources, and by Richards, Layton &
Finger, special Delaware counsel to Western Resources and the
Issuers. The validity of the Preferred Securities will be
passed upon for the underwriters by Sidley & Austin. Cahill
Gordon & Reindel and Sidley & Austin will not pass upon the
incorporation of Western Resources and will rely upon the
opinion of John K. Rosenberg, Esq. as to matters of Kansas law
and the Public Utility Holding Company Act of 1935. At
September 30, 1995, Mr. Rosenberg owned directly and/or
beneficially 2,631 shares of Common Stock and had been granted,
pursuant to and subject to the terms of Western Resources'
Long-Term Incentive Program, 1,466 performance shares.

45
<PAGE>
________________________________________

No person has been authorized to give any Preferred Securities
information or to make any representations
other than those contained in this Prospectus WESTERN RESOURCES
Supplement or the Prospectus and, if given CAPITAL I
or made, such information or representations
must not be relied upon as having been (Liquidation Amount $25
authorized. This Prospectus Supplement per Preferred Security)
and the Prospectus do not constitute an
offer to sell or the solicitation of an __% Cumulative Quarterly
offer to buy any securities other than Income Preferred
the securities described in this Prospectus Securities, Series A
Supplement and the Prospectus or an
offer to sell or the solicitation of an offer guaranteed to the extent
to buy such securities in any circumstances that the Issuer has funds
in which such offer or solicitation is as set forth herein by
unlawful. Neither the delivery of this
Prospectus Supplement or the Prospectus nor WESTERN RESOURCES, INC.
any sale made hereunder shall, under any cir- _______________________
cumstances, create an implication that the
information contained herein or therein is _____________________
correct as of any time subsequent to the date PROSPECTUS SUPPLEMENT
of such information.

TABLE OF CONTENTS
Page
Prospectus Supplement

Prospectus Summary.....................S-1
Risk Factors...........................S-6
Western Resources Capital I............S-10 Goldman, Sachs & Co.
Western Resources, Inc.................S-11
Coverage Ratios........................S-12 Smith Barney Inc.
Use of Proceeds........................S-14
Certain Terms of the Series A Dillon, Read & Co. Inc.
Preferred Securities.................S-14
Certain Terms of the Series A Prudential Securities Incorporated
Guarantee............................S-19
Certain Terms of the Series A Edward D. Jones & Co.
Debentures...........................S-20
United States Taxation.................S-25
Underwriting...........................S-29

Prospectus Representatives of the Underwriters

Available Information................ 2
Incorporation of Certain Documents
by Reference....................... 3
The Issuers.......................... 5
Western Resources, Inc............... 6
Description of the Preferred
Securities......................... 7
Description of the Guarantees........ 25
Description of the Debentures........ 28
Relationship Among the Preferred
Securities, the Debentures and
the Guarantees..................... 41
Plan of Distribution................. 43
Experts.............................. 44
Legal Matters........................ 45
________________________________________

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

An estimate of expenses, other than underwriting
commission, follows:

Securities and Exchange Commission
registration fee.................................. $ 68,966*
New York Stock Exchange listing fee................... 67,000
Trustee's fees and expenses........................... 25,000
Printing.............................................. 150,000
Legal fees and expenses............................... 220,000
Accountants' fees and expenses........................ 15,000
Rating agencies fees.................................. 100,000
Blue Sky expenses..................................... 5,000
Miscellaneous expenses................................ 14,034
--------
Total............................................. $665,000
--------

*Fees marked with an asterisk are actual, not estimated.

Item 15. Indemnification of Directors and Officers.

Article XVIII of Western Resources' Restated Articles
of Incorporation, as amended, provides that a director of
Western Resources shall not be personally liable to Western
Resources or its stockholders for monetary damages for breach
of fiduciary duty as a director except for liability (i) for
any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, (iii) for paying a dividend or approving a
stock repurchase in violation of the Kansas General Corporation
Law, or (iv) for any transaction from which the director
derived an improper personal benefit. This provision is
specifically authorized by Section 17-6002(b)(8) of the Kansas
General Corporation Law.

Section 17-6305 of the Kansas General Corporation Law
(the "Indemnification Statute") provides for indemnification by
a corporation of its corporate officers, directors, employees
and agents. The Indemnification Statute provides that a
corporation may indemnify such persons who have been, are, or

II-1

<PAGE>
may become parties to an action, suit or proceeding due to
their status as directors, officers, employees or agents of the
corporation. Further, the Indemnification Statute grants
authority to a corporation to implement its own broader
indemnification policy. Article XVIII of Western Resources'
Restated Articles of Incorporation, as amended, requires
Western Resources to indemnify its directors and officers to
the fullest extent provided by Kansas law. Further, as is
provided for in Article XVIII, Western Resources has entered
into indemnification agreements with its directors, which
provide indemnification broader than that available under
Article XVIII and the Indemnification Statute.

The form of Underwriting Agreement filed as Exhibit 1
to the Registration Statement includes provisions requiring
underwriters to indemnify Western Resources and its directors
and officers who signed this Registration Statement, and its
controlling persons, against certain civil liabilities,
including liabilities under the Securities Act of 1933, in
certain circumstances.

Item 16. Exhibits.

The Exhibits to this Registration Statement are
listed in the Exhibit Index on Page E-1 of this Registration
Statement, which Index is incorporated herein by reference.

Item 17. Undertakings.

The undersigned Registrants hereby undertake:

1. To file, during any period in which offers
or sales are being made, a post-effective amendment
to this Registration Statement:

a. To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933;

b. To reflect in the prospectus any facts
or events arising after the effective
date of the Registration Statement (or
the most recent post-effective
amendment thereof) which, individually
or in the aggregate, represent a
fundamental change in the information
set forth in the Registration
Statement. Notwithstanding the
foregoing, any increase or decrease in

II-2

<PAGE>
volume of securities offered (if the
total dollar value of securities
offered would not exceed that which
was registered) and any deviation from
the low or high end of the estimated
maximum offering range may be
reflected in the form of prospectus
filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the
changes in volume and price represent
no more than a 20 percent change in
the maximum aggregate offering price
set forth in the "Calculation of
Registration Fee" table in the
effective Registration Statement;

c. To include any material information
with respect to the plan of
distribution not previously disclosed
in the Registration Statement or any
material change to such information in
the Registration Statement;

2. That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment 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.

3. To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

The undersigned Registrants hereby undertake that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of Western Resources' annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
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.

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrants pursuant to
the provisions described under Item 15 above, or otherwise, the

II-3

<PAGE>
Registrants have 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 Registrants of expenses incurred or paid by a
director, officer or controlling person of the Registrants 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
Registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by them is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.

II-4

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of
1933, Western Resources, Inc., on behalf of the Registrants,
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 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Topeka, State of Kansas on the 18th day of October,
1995.

WESTERN RESOURCES, INC.

By:
John E. Hayes, Jr.
Chairman of the Board,
President and Chief
Executive Officer

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

II-5

<PAGE>

Signature Title Date

Chairman of the Board,
President, and Chief
Executive Officer
(Principal Executive
_____________________ Officer) October 18, 1995
John E. Hayes, Jr.

Executive Vice President and
Chief Financial Officer
(Principal Financial and
_____________________ Accounting Officer) October 18, 1995
Steven L. Kitchen

_____________________ Director October 18, 1995
Frank J. Becker

_____________________ Director October 18, 1995
Gene A. Budig

_____________________ Director October 18, 1995
C.Q. Chandler

_____________________ Director October 18, 1995
Thomas R. Clevenger

_____________________ Director October 18, 1995
John C. Dicus

_____________________ Director October 18, 1995
David H. Hughes

_____________________ Director October 18, 1995
Russell W. Meyer, Jr.

_____________________ Director October 18, 1995
John H. Robinson

II-6

<PAGE>
_____________________ Director October 18, 1995
Susan M. Stanton

_____________________ Director October 18, 1995
Louis W. Smith

_____________________ Director October 18, 1995
Kenneth J. Wagnon

II-7

<PAGE>
Pursuant to the requirements of the Securities Act of
1933, Western Resources, Capital I and Western Resources
Capital II, the Registrants, certify that they have reasonable
grounds to believe that they meet all of the requirements for
filing on Form S-3 and have duly caused this Registration
Statement to be signed on their behalf by the undersigned,
thereto duly authorized, in the City of Topeka, State of Kansas
on the 18th day of October, 1995.

WESTERN RESOURCES CAPITAL I
(Registrant)

By: Western Resources, Inc., as
Depositor

By: ____________________________

WESTERN RESOURCES CAPITAL II
(Registrant)

By: Western Resources, Inc., as
Depositor

By: ____________________________

II-8

<PAGE>
INDEX TO EXHIBITS

Sequentially
Exhibit Numbered
Number_ Exhibit Page

1 - Form of Underwriting Agreement
4(a) - Form of Preferred Security Certificate
(included as Exhibit E to Exhibit 4(j))
4(b) - Form of Debenture (included in Exhibit
4(d))
4(c) - Form of Indenture
4(d) - Form of Supplemental Indenture
4(e) - Form of Guarantee Agreement (Agreements are
substantially identical except for names
and dates)
4(f) - Certificate of Trust for Western Resources
Capital I
4(g) - Certificate of Trust for Western Resources
Capital II
4(h) - Trust Agreement for Western Resources
Capital I
4(i) - Trust Agreement for Western Resources
Capital II
4(j) - Form of Amended and Restated Trust Agree-
ment (Agreements are substantially
identical except for names and dates)
5(a) - Opinion of John K. Rosenberg, Esq. relating
to the legality of the Debentures and the
Guarantees, including consent
5(b) - Opinion of Richards, Layton & Finger,
special Delaware counsel, relating to the
legality of the Preferred Securities of
Western Resources Capital I, including
consent
5(c) - Opinion of Richards, Layton & Finger,
special Delaware counsel, relating to the
legality of the Preferred Securities of
Western Resources Capital II, including
consent
8 - Opinion of Cahill Gordon & Reindel, as to
tax matters, including consent
10 - Form of Expense Agreement (Agreements are
substantially identical except for names
and dates) (included as Exhibit D in
Exhibit 4(j))

E-1

<PAGE>

12 - Computation of Ratio of Consolidated
Earnings to Fixed Charges and Computation
of Ratio of Consolidated Earnings to
Combined Fixed Charges and Preferred and
Preference Dividend Requirements
23(a) - Consent of John K. Rosenberg, Esq.
(contained in Exhibit 5)
23(b) - Consent of Richards, Layton & Finger
(contained in Exhibits 5(b) and 5(c))
23(c) - Consent of Cahill Gordon & Reindel
(contained in Exhibit 8)
23(d) - Consent of Independent Public Accountants,
Arthur Andersen LLP
23(e) - Consent of Independent Auditors, Deloitte &
Touche LLP
25(a) - Form T-1 Statement of Eligibility under the
Trust Indenture Act of Wilmington Trust
Company, as Indenture Trustee under the
Indenture
25(b) - Form T-1 Statement of Eligibility under the
Trust Indenture Act of Wilmington Trust
Company, as Property Trustee under the
Trust Agreements for Western Resources
Capital I and Western Resources Capital II
25(c) - Form T-1 Statement of Eligibility under the
Trust Indenture Act of Wilmington Trust
Company, as Guarantee Trustee under the
Guarantee Agreements for Western Resources
Capital I and Western Resources Capital II

E-2

Preferred Securities

Western Resources Capital _
____% Cumulative Quarterly Income Preferred Securities ("QUIPS"), Series ___
(liquidation amount $25 per preferred security)
guaranteed on a subordinated basis by
Western Resources, Inc.

---------------------------

Underwriting Agreement

____________, 1995
As representatives of the several Underwriters
named in Schedule I hereto,

Ladies and Gentlemen:

Western Resources Capital __, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), and Western Resources, Inc., a
Kansas corporation, as depositor of the Trust and as guarantor (the
"Guarantor"), propose, subject to the terms and conditions stated herein, that
the Trust issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters"), an aggregate of $________ (the "Securities") _____ % Cumulative
Quarterly Income Preferred Securities (liquidation amount $25 per preferred
security) representing beneficial interests in the Trust, guaranteed on a
subordinated basis by the Guarantor as to the payment of distributions, and as
to payments on liquidation or redemption, to the extent set forth in a guarantee
agreement (the "Guarantee") between the Guarantor and Wilmington Trust Company,
as trustee (the "Guarantee Trustee"). The Trust is to purchase, with the
proceeds of the Securities and with of its Common Securities (liquidation amount
$25 per common security) (the "Common Securities"), an aggregate of $___________
___% Junior Subordinated Debentures, Due ____ (the "Subordinated Debentures") of
the Guarantor, to be issued pursuant to an Indenture (the "Indenture") between
the Guarantor and Wilmington Trust Company, as trustee (the "Debenture
Trustee"). The payments made by the Guarantor on the Subordinated Debentures are
established at a level sufficient to permit the Trust, upon receipt of such
payments, to make payments on the Securities in accordance with their tenor.

1. Each of the Trust and the Guarantor jointly and severally
represents and warrants to, and agrees with, each of the Underwriters that:

(a) A registration statement on Form S-3 (File No. 33-_______)
in respect of the Securities, the Subordinated Debentures and the
Guarantee (collectively, the "Registered Securities") has been filed
with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"); such registration
statement, in the form heretofore delivered to you and, excluding
exhibits thereto but including all documents incorporated by reference
in the prospectus contained therein, to you for each of the other

-1-

Underwriters, have been declared effective by the Commission in such
form; no other document with respect to such registration statement or
document incorporated by reference therein has heretofore been filed,
or transmitted for filing, with the Commission; and no stop order
suspending the effectiveness of such registration statement has been
issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in
such registration statement or thereafter filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission
under the Act, being hereinafter called a "Preliminary Prospectus";
the various parts of such registration statement, including all
exhibits thereto and including at the time it was declared effective
the documents incorporated by reference in the prospectus contained in
the registration statement at the time such part of the registration
statement became effective, each as amended at the time such part of
the registration statement became effective, are hereinafter
collectively called the "Registration Statement"; such final
prospectus, in the form first filed pursuant to Rule 424(b) under the
Act, is hereinafter called the "Prospectus"; any reference herein to
any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Act, as of the date of such
Preliminary Prospectus or Prospectus, as the case may be; and any
reference to any amendment or supplement to any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by reference
in such Preliminary Prospectus or Prospectus, as the case may be; and
any reference to any amendment to the Registration Statement shall be
deemed to refer to and include any annual report of the Guarantor
filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the
effective date of the Registration Statement that is incorporated by
reference in the Registration Statement);

(b) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in
all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder, and did 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, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Trust or the Guarantor by an Underwriter through
____________________ expressly for use therein;

(c) The documents incorporated by reference in the Prospectus,
when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act, and the rules and
regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state a
material fact required

-2-
<PAGE>
<PAGE>

to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement
thereto, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Exchange
Act, and the rules and regulations of the Commission thereunder, 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 to
make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Trust or the Guarantor by an Underwriter
through expressly for use therein;

(d) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements to the Registration
Statement or the Prospectus will conform, in all material respects to
the requirements of the Act and the rules and regulations of the
Commission thereunder and do not and will not, (i) as of the
applicable effective date as to the Registration Statement and any
amendment thereto and (ii) as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, 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; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Trust
or the Guarantor by an Underwriter through expressly for use therein;

(e) The Guarantor and its subsidiaries considered as a whole
have not sustained, since the date of the latest audited financial
statements incorporated by reference in the Prospectus, any material
loss or interference with their business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the
Registration Statement and Preliminary Prospectus, there has not been
(i) any material change in the capital stock, long-term debt or
consolidated capitalization of the Guarantor, or (ii) any material
adverse change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, of the
Guarantor and its subsidiaries considered as a whole (other than as
referred to in or contemplated by the Registration Statement);

(f) The Trust has been duly created and is validly existing as
a statutory business trust in good standing under the Business Trust
Act of the State of Delaware (the "Delaware Business Trust Act") with
the power and authority to own property and conduct its business as
described in the Prospectus, and has conducted and will conduct no
business other than the transactions contemplated by this Agreement
and as described in the Prospectus; the Trust is not a party to or
bound by any agreement or instrument other than this Agreement, the
Amended and Restated Trust

-3-
<PAGE>
<PAGE>

Agreement (the "Trust Agreement") between the Guarantor and the
trustees named therein (the "Trustees") and the agreements and
instruments contemplated by the Trust Agreement and the Prospectus;
the Trust has no liabilities or obligations other than those arising
out of the transactions contemplated by this Agreement and the Trust
Agreement and described in the Prospectus; and the Trust is not a
party to or subject to any action, suit or proceeding of any nature;

(g) Each of the Guarantor and its wholly owned subsidiary,
Kansas Gas and Electric Company ("KG&E"), has been duly incorporated
and is validly existing as a corporation in good standing under the
laws of the State of Kansas, with corporate power (including power in
any relevant joint venture, partnership or other enterprise in which
the Guarantor or KG&E are participants) and authority (corporate and
other) to own its properties and conduct its business as described in
the Prospectus, and each of the Guarantor and KG&E holds valid and
subsisting franchises, certificates of convenience and authority,
licenses and permits authorizing it to carry on the utility business
in which it is engaged as described in the Prospectus;

(h) The Guarantor has an authorized capitalization as set
forth in the Prospectus, and all of the issued shares of capital stock
of the Guarantor have been duly and validly authorized and issued and
are fully paid and non-assessable; all of the issued shares of capital
stock of each subsidiary of the Guarantor have been duly and validly
authorized and issued, are fully paid and non-assessable and are owned
directly by the Guarantor, free and clear of all liens, encumbrances,
equities and claims, other than the pledge of the KG&E common stock
held by the Guarantor under the Credit Agreement by and between the
Guarantor and Chemical Bank, N.A. as disclosed in the Registration
Statement and Prospectus; and all of the outstanding beneficial
interests in the Trust have been duly authorized and issued, are fully
paid and non-assessable and conform to the descriptions thereof
contained in the Prospectus;

(i) The Common Securities have been duly authorized by the
Depositor of the Trust and upon delivery by the Trust to the Guarantor
against payment therefor as described in the Prospectus, will be duly
and validly issued and non-assessable beneficial interests in the
Trust and will conform to the description thereof contained in the
Prospectus; the issuance of the Common Securities is not subject to
preemptive or other similar rights; and at the Time of Delivery, all
of the issued and outstanding Common Securities of the Trust will be
directly owned by the Guarantor free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity;

(j) The Securities have been duly authorized by the Depositor
of the Trust, and, when issued and delivered against payment therefor
as provided herein, will be duly and validly issued and non-assessable
beneficial interests in the Trust and will conform in all material
respects to the description thereof contained in the Prospectus; and
the holders of the Securities (the "Securityholders") will be entitled
to the same limitation of personal liability extended to stockholders
of private

-4-
<PAGE>
<PAGE>

corporations for profit organized under the General Corporation Law of
the State of Delaware (subject to the obligations of the
Securityholders under the Trust Agreement to make certain payments to
the Trust to defray expenses such as any applicable transfer and stamp
taxes);

(k) The Guarantee, the Subordinated Debentures, the Trust
Agreement and the Indenture (the Guarantee, the Subordinated
Debentures, the Trust Agreement and the Indenture being collectively
referred to as the "Guarantor Agreements") have each been duly
authorized and when validly executed and delivered by the Guarantor
and, in the case of the Guarantee, by the Guarantee Trustee, in the
case of the Trust Agreement, by the Trustees (as defined in the Trust
Agreement) and, in the case of the Indenture, by the Debenture
Trustee, and, in the case of the Subordinated Debentures, when validly
issued by the Guarantor and validly authenticated and delivered by the
Debenture Trustee, will constitute valid and legally binding
obligations of the Guarantor, enforceable in accordance with their
respective terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing; the
Trust Agreement, the Indenture and the Guarantee have been duly
qualified under the Trust Indenture Act of 1939, as amended (the
"TIA"); the Subordinated Debentures are entitled to the benefits of
the Indenture; and the Guarantee Agreement will conform to the
descriptions thereof in the Prospectus;

(l) The issue and sale of the Securities and the Common
Securities by the Trust, the compliance by the Trust with all of the
provisions of this Agreement, the purchase of the Subordinated
Debentures by the Trust, and the consummation of the transactions
herein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Trust is a party or by which the Trust is
bound or to which any of the property or assets of the Trust is
subject (in each case except for such conflicts, breaches, violations
or defaults that would not have a material adverse effect on the
business, business prospects, financial condition or results of
operations of the Guarantor and its subsidiaries considered as a
whole), nor will such action result in any violation of the provisions
of the Trust Agreement or any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over
the Trust or any of its properties; and no consent, approval,
authorization, order, registration or qualification of or with any
such court or governmental agency or body, other than the
authorization of the Kansas Corporation Commission which has been duly
obtained, is required for the issue and sale of the Securities and the
Common Securities by the Trust, the purchase of the Subordinated
Debentures by the Trust or the consummation by the Trust of the
transactions contemplated by this Agreement, except the registration
under the Act and the Exchange Act of the Securities, the Subordinated
Debentures and the Guarantee, the qualification of the Trust
Agreement, the Indenture and the Guarantee

-5-
<PAGE>
<PAGE>

under the TIA, and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase of the
Securities and the distribution of the Securities by the Underwriters;
and

(m) The issuance by the Guarantor of the Guarantee, the
compliance by the Guarantor with all of the provisions of this
Agreement, the execution, delivery and performance by the Guarantor of
the Guarantor Agreements, and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Guarantor
is a party or by which the Guarantor is bound or to which any of the
property or assets of the Guarantor is subject (in each case, except
for such conflicts, breaches, violations or defaults that would not
have a material adverse effect on the business, business prospects,
financial condition or results of operations of the Guarantor and its
subsidiaries considered as a whole), nor will such action result in
any violation of the provisions of the Certificate of Incorporation or
by-laws of the Guarantor or any statute or any order, rule or
regulation of any court or governmental agency or body (including,
without limitation, any insurance regulatory agency or body) having
jurisdiction over the Guarantor or any of its properties; and no
consent, approval, authorization, order, registration or qualification
of or with any such court or governmental agency or body, other than
the authorization of the Kansas Corporation Commission which has been
duly obtained, is required for the issue of the Guarantee or the
consummation by the Guarantor of the other transactions contemplated
by this Agreement, except the registration under the Act of the
Securities, the Subordinated Debentures and the Guarantee, the
qualification of the Trust Agreement, the Indenture and the Guarantee
under the TIA and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase of the
Securities and distribution of the Securities by the Underwriters.

2. Subject to the terms and conditions herein set forth, the Trust and
the Guarantor agree that the Trust shall issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Trust, at a purchase price of $25 per preferred security, the
number of Securities set forth opposite the name of such Underwriter in Schedule
I hereto.

As compensation to the Underwriters for their commitments hereunder,
and in view of the fact that the proceeds of the sale of the Securities will be
used by the Trust to purchase the Subordinated Debentures of the Guarantor, the
Guarantor hereby agrees to pay at the Time of Delivery (as defined in Section 4
hereof) to ____________________, for the accounts of the several Underwriters,
an amount equal to $0._______ per Security sold to [noninstitutional purchasers]
and $0._______ per Security sold to [institutional purchasers] for the
Securities to be delivered at the Time of Delivery.

-6-
<PAGE>
<PAGE>

3. Upon the authorization by you of the release of the Securities, the
several Underwriters propose to offer the Securities for sale upon the terms and
conditions set forth in the Prospectus.

4. (a) The Securities to be purchased by each Underwriter hereunder,
in definitive form, and in such authorized denominations and registered in such
names as ____________________ may request upon at least forty-eight hours' prior
notice to the Guarantor, shall be delivered by or on behalf of the Trust to
____________________, through the facilities of The Depository Trust Company
("DTC"), for the account of such Underwriter, against payment by or on behalf of
such Underwriter of the purchase price therefor, by certified or official bank
check or checks, payable to the order of the Trust, in Federal (same day) funds.
The Trust will cause the certificates representing the Securities to be made
available for checking and packaging at least twenty-four hours prior to the
Time of Delivery (as defined below) with respect thereto at the office of DTC or
its designated custodian (the "Designated Office"). The Guarantor shall
reimburse the Underwriters upon being invoiced therefor for the costs incurred
by them, as determined in their sole discretion, of providing Federal (same day)
as opposed to New York Clearing House (next day) funds. The time and date of
such delivery and payment shall be, with respect to Securities, 9:30 a.m., New
York time, on _________, 1995 or such other time and date as
____________________ and the Guarantor may agree upon in writing. Such time and
date for delivery of the Securities is herein called the "Time of Delivery."

At the Time of Delivery, the Guarantor will pay, or cause to be paid,
the commission payable at such Time of Delivery to the Underwriters under
Section 2 hereof by certified or official bank check or checks, payable to the
order of ____________________, in New York Clearing House (next day) funds.

(b) The documents to be delivered at the Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Securities and the check specified in subsection (a)
above, will be delivered at the offices of Cahill Gordon & Reindel, 80 Pine
Street, New York, NY 10005 (the "Closing Location"), and the Securities will be
delivered at the Designated Office, all at the Time of Delivery. A meeting will
be held at the Closing Location at 2:00 p.m., New York City time, on the New
York Business Day next preceding such Time of Delivery, at which meeting the
final drafts of the documents to be delivered pursuant to the preceding sentence
will be available for review by the parties hereto. For the purposes of this
Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in New York
are generally authorized or obligated by law or executive order to close.

5. The Trust and the Guarantor jointly and severally
agree with each
of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to
file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission's close of business on the second business day
following the execution and delivery of this Agreement; to make no
further amendment or

-7-

any supplement to the Registration Statement or the Prospectus prior
to the Time of Delivery which shall be disapproved by you (your
approval not to be unreasonably withheld) promptly after reasonable
notice thereof; so long as the delivery of a prospectus is required in
connection with the offering or sale of the Securities, to advise you
promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Prospectus or any amended
prospectus has been filed and to furnish you with copies thereof; to
advise you, promptly after it receives notice thereof, of the issuance
by the Commission of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or prospectus, of the
suspension of the qualification of the Registered Securities for
offering or sale in any jurisdiction, of the initiation or threatening
of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the
event of the issuance of any stop order or of any order preventing or
suspending the use of any prospectus relating to the Registered
Securities or suspending any such qualification, promptly to use its
best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Registered Securities for offering
and sale under the securities laws of such jurisdictions as you may
request and to comply with such laws so as to permit the continuance
of sales and dealings therein in such jurisdictions for as long as may
be necessary to complete the distribution of the Securities, provided
that in connection therewith neither the Trust nor the Guarantor shall
be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York
Business Day next succeeding the date of this Agreement and from time
to time, to furnish the Underwriters with copies of the Prospectus, in
New York City in such quantities as you may reasonably request, and,
if the delivery of a prospectus is required at any time prior to the
expiration of nine months after the time of issue of the Prospectus in
connection with the offering or sale of the Securities and if at such
time any event shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during
such period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus
in order to comply with the Act or the Exchange Act, to notify you and
upon your request to file such document and to prepare and furnish
without charge to each Underwriter and to any dealer in securities as
many copies as you may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance, and in
case any Underwriter is required to deliver a

-8-
<PAGE>
<PAGE>

prospectus in connection with sales of any of the Securities at any
time nine months or more after the date of the Prospectus, upon your
request but at the expense of such Underwriter, to prepare and deliver
to such Underwriter as many copies as you may request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) In the case of the Guarantor, to make generally available
to its securityholders as soon as practicable, but in any event not
later than eighteen months after the effective date of the
Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Guarantor and its subsidiaries (which need
not be audited) complying with Section 11(a) of the Act and the rules
and regulations thereunder (including at the option of the Guarantor,
Rule 158 under the Act);

(e) During the period beginning from the date hereof and
continuing to and including the earlier of (i) the date, after the
Time of Delivery, on which the distribution of the Securities ceases,
as determined by you, and (ii) 30 days after the Time of Delivery, not
to offer, sell, contract to sell or otherwise dispose of any
securities, any other beneficial interests of the Trust, or any
preferred securities or any other securities of the Trust or the
Guarantor, as the case may be, that are substantially similar to the
Securities (including any guarantee of such securities) or any
securities that are convertible into or exchangeable for, or that
represent the right to receive securities, preferred securities or any
such substantially similar securities of either the Trust or the
Guarantor; and

(f) To use its best efforts to list, subject to notice of
issuance, the Securities on the New York Stock Exchange.

6. The Guarantor covenants and agrees with the several Underwriters
that it will pay the following: (i) the fees, disbursements and expenses of the
Trust's and the Guarantor's counsel and their accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and any amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing this Agreement,
the Indenture, the Trust Agreement, the Guarantee, the Blue Sky Memorandum,
closing documents (including compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Registered
Securities; (iii) all expenses in connection with the qualification of the
Securities, the Subordinated Debentures and the Guarantee for offering and sale
under state securities laws as provided in Section 5(b) hereof, including the
reasonable fees and disbursements of counsel for the Underwriters in connection
with such qualification and in connection with the Blue Sky Memorandum; (iv) any
fees charged by securities rating services for rating the Securities; (v) the
cost and charges of the transfer agent or registrar; (vi) the cost of qualifying
the Securities with The Depository Trust Company; (vii) all fees and expenses of
the Trustees, the Debenture Trustee and the Guarantee Trustee and their counsel;
(viii) all fees and expenses in connection with the listing of the Securities on
the New York

-9-

Stock Exchange and the cost of registering the Securities under
Section 12 of the Exchange Act; (ix) the cost of preparing
certificates for the Securities and the Subordinated Debentures; and
(x) all other costs and expenses incident to the performance of its
obligations hereunder which are not otherwise specifically provided
for in this Section. It is understood, however, that, except as
provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including
the fees of their counsel, stamp, documentary, transfer and similar
taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

7. The obligations of the Underwriters hereunder, as to the Securities
to be delivered at the Time of Delivery, shall be subject, in their discretion,
to the condition that all representations and warranties and other statements of
the Trust and the Guarantor herein are, at and as of the Time of Delivery, true
and correct, the condition that the Trust and the Guarantor shall have performed
all of their obligations hereunder theretofore to be performed, and the
following additional conditions:

(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall
have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to your reasonable satisfaction;

(b) That you shall receive: (i), at the Time of Delivery, the
signed opinions of: John K. Rosenberg, Esq., Executive Vice President
and General Counsel of the Guarantor; Cahill Gordon & Reindel, counsel
for the Guarantor; Richards, Layton & Finger, special Delaware counsel
to the Trust and the Guarantor; and Sidley & Austin, counsel for the
Underwriters; and (ii), on the date hereof and at the Time of
Delivery, the signed letters of Arthur Andersen LLP, independent
public accountants of the Guarantor -- each substantially in the forms
heretofore furnished, and satisfactory in form and substance, to you
and addressed to the Underwriters (with reproduced or conformed copies
thereof for each of the other Underwriters);

(c) That all orders, approvals or consents of state or federal
regulatory commissions necessary to permit the issue, sale and
delivery of the Securities shall have been issued and the time for the
appeal thereof shall have expired; at the time of purchase such orders
shall be in full force and effect; and prior to such time of purchase
no stop order with respect to the effectiveness of the Registration
Statement shall have been issued under the Act by the Commission and
at such time of purchase no proceedings therefor or for the revocation
of such state or federal commission approvals shall be pending or
threatened;

-10-

(d) That, at the time the Registration Statement became
effective, the Registration Statement did 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, and that the Prospectus at its issue date and at the time
of purchase did not contain an untrue statement of a material fact or
omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, other than any statement contained in, or any matter
omitted from, the Registration Statement or the Prospectus in reliance
upon, and in conformity with, information furnished in writing by or
on behalf of any Underwriter through you to the Trust or the Guarantor
expressly for use with reference to such Underwriter in the
Registration Statement or Prospectus;

(e) That, (i) since the date of the latest audited financial
statements incorporated by reference in the Prospectus, the Guarantor
and its subsidiaries considered as a whole shall not have sustained
any material loss or interference with their business from fire,
explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the
Prospectus, or (ii) since the respective dates as of which information
is given in the Registration Statement and Preliminary Prospectus,
there has not been (a) any change in the capital stock, long-term debt
or consolidated capitalization of the Guarantor, or (b) any change, or
any development involving a prospective change, in the condition,
financial or otherwise, of the Guarantor and its subsidiaries
considered as a whole (other than as referred to in or contemplated by
the Registration Statement and Prospectus), which in the case of
either (i) or (ii), in the reasonable judgment of the Underwriters, is
sufficiently material and adverse so as to render it impractical or
inadvisable to offer or deliver the Securities on the terms and in the
manner contemplated in the Prospectus;

(f) That the Trust and the Guarantor shall have performed all
of their respective obligations under this Agreement which are to be
performed by the terms hereof at or before the time of purchase;

(g) That the Guarantor shall, at the time of purchase, deliver
to you (with reproduced or conformed copies thereof for each of the
other Underwriters) a signed certificate of two of its executive
officers stating that, subsequent to the respective dates as of which
information is given in the Registration Statement and in the
Prospectus, the Prospectus was first filed, or mailed for filing,
pursuant to Rule 424 under the Act, and prior to the time of purchase,
no material adverse change in the condition of the Guarantor,
financial or otherwise, shall have taken place (other than as referred
to in or contemplated by the Registration Statement and Prospectus as
of such time) and also covering the matters set forth in (d) and (f)
of this Section 7;

(h) Subsequent to the date of this Agreement: (i) no
downgrading shall have occurred in the rating accorded the Guarantor's
debt

-11-
<PAGE>
<PAGE>

securities, preferred or preference stock by a "nationally recognized
securities rating organization," as that term is defined by the
Commission for purposes of its Rule 436(g)(2); and (ii) no such rating
organization shall have announced publicly that it has placed, or
informed the Guarantor or the Underwriters that it intends to place,
any of the Guarantor's securities on what is commonly referred to as a
"watchlist" for possible downgrading, in a manner or to an extent
indicating a materially greater likelihood of a downgrading in rating
as described in clause (i) above occurring than was the case as of the
date hereof;

(i) On or after the date hereof there shall not have occurred
any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a
suspension or material limitation in trading in the Guarantor's
securities on the New York Stock Exchange; (iii) a general moratorium
on commercial banking activities in New York declared by either
Federal or New York State authorities; or (iv) the outbreak or
escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if
the effect of any such event specified in this Clause (iv) in the
judgment of ___________________ makes it impracticable or inadvisable
to proceed with the public offering of the Securities or the delivery
of the Securities at the Time of Delivery on the terms and in the
manner contemplated in the Prospectus; and

(j) The Securities to be sold by the Trust at the Time of
Delivery shall have been duly listed, subject to notice of issuance,
on the New York Stock Exchange.

8. (a) The Trust and the Guarantor will jointly and severally
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that neither
the Trust nor the Guarantor shall be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Trust or the Guarantor by
any Underwriter through ____________________ expressly for use therein; and
provided, further, that neither the Trust nor the Guarantor shall be liable to
any Underwriter under the indemnity agreement in this subsection (a) with
respect to any Preliminary Prospectus to the extent that

-12-

any such loss, claim, damage or liability of such Underwriter results from the
fact that such Underwriter sold Securities to a person as to whom it shall be
established that there was not sent or given, at or prior to written
confirmation of such sale, a copy of the Prospectus or of the Prospectus as then
amended or supplemented in any case where such delivery is required by the Act
if the Trust or the Guarantor previously furnished copies thereof in the
quantity requested in accordance with Section 5(c) hereof to such Underwriter
and the loss, claim, damage or liability of such Underwriter results from an
untrue statement or omission of a material fact contained in the Preliminary
Prospectus and corrected in the Prospectus or the Prospectus as then amended or
supplemented.

(b) Each Underwriter will indemnify and hold harmless the
Trust and the Guarantor against any losses, claims, damages or liabilities to
which the Trust or the Guarantor may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement, or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, the Registration
Statement or the Prospectus or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Trust or the
Guarantor by such Underwriter through ________________________ expressly for use
therein; and will reimburse the Trust and the Guarantor for any legal or other
expenses reasonably incurred by the Trust or the Guarantor in connection with
investigating or defending any such action or claim as such expenses are
incurred.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, including the employment of counsel, reasonably satisfactory to the
indemnified party, and payment of expenses. Such indemnified party shall have
the right to employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless the employment of such counsel shall have been authorized in writing by
the indemnifying party in connection with the defense of such action or the
indemnifying party shall not have employed counsel to have charge of the defense
of such action or such indemnified party or parties shall have reasonably
concluded that there may be defenses

-13-

available to it or them which are different from or additional to those
available to the indemnifying party (in which case the indemnifying party shall
not have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and expenses of
one counsel (plus local counsel, as needed) for all indemnified parties selected
by such indemnified party shall be borne by the indemnifying party. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Trust and the Guarantor on the one hand and
the Underwriters on the other from the offering of the Securities. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Trust and the Guarantor on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received
by the Trust and the Guarantor on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as (i) the total proceeds from the
offering (before deducting expenses) received by the Trust less the total
underwriting compensation paid by the Guarantor bear to (ii) the total
underwriting compensation received by the Underwriters, in each case as set
forth in, or in footnotes to, the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Trust and the Guarantor on the one hand or the Underwriters on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Trust, the Guarantor and the
Underwriters agree that it would not be just and equitable if contributions
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable

-14-

considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this subsection
(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

(e) The obligations of the Trust and the Guarantor under this
Section 8 shall be in addition to any liability which the Trust and the
Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section 8
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Guarantor, each administrative trustee of the Trust
and to each person, if any, who controls the Trust or the Guarantor within the
meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to
purchase the Securities which it has agreed to purchase hereunder at a Time of
Delivery, you may in your discretion arrange for you or another party or other
parties to purchase such Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter you do not arrange for
the purchase of such Securities, then the Trust and the Guarantor shall be
entitled to a further period of thirty-six hours within which to procure another
party or other parties satisfactory to you to purchase such Securities on such
terms. In the event that, within the respective prescribed periods, you notify
the Trust and the Guarantor that you have so arranged for the purchase of such
Securities, or the Trust or the Guarantor notifies you that it has so arranged
for the purchase of such Securities, you or the Trust and the Guarantor shall
have the right to postpone such Time of Delivery for a period of not more than
seven days, in order to effect whatever changes may thereby be made necessary in
the Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Trust and the Guarantor agree to file promptly any
amendments to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
such person had originally been a party to this Agreement with respect to such
Securities.

-15-

(b) If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by you
and the Trust and the Guarantor as provided in subsection (a) above, the
aggregate number of such Securities which remains unpurchased does not exceed
one-eleventh of the aggregate number of all the Securities to be purchased at
such Time of Delivery, then the Trust and the Guarantor shall have the right to
require each non-defaulting Underwriter to purchase the number of Securities
which such Underwriter agreed to purchase hereunder at such Time of Delivery
and, in addition, to require each non-defaulting Underwriter to purchase its pro
rata share (based on the number of Securities which such Underwriter agreed to
purchase hereunder) of the Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by you
and the Trust and the Guarantor as provided in subsection (a) above, the
aggregate number of such Securities which remains unpurchased exceeds
one-eleventh of the aggregate number of all the Securities to be purchased at
such Time of Delivery, or if the Trust and the Guarantor shall not exercise the
right described in subsection (b) above to require non-defaulting Underwriters
to purchase Securities of a defaulting Underwriter or Underwriters, then this
Agreement shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter, the Trust or the Guarantor, except for the expenses
to be borne by the Trust, the Guarantor and the Underwriters as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

10. The respective indemnities, agreements, representations,
warranties and other statements of the Trust, the Guarantor and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Trust, the Guarantor or any officer or director or
controlling person of the Trust or the Guarantor, and shall survive delivery of
and payment for the Securities.

11. If this Agreement shall be terminated pursuant to Section
9 hereof, neither the Trust nor the Guarantor shall then be under any liability
to any Underwriter except as provided in Section 6 and Section 8 hereof; but if,
for any other reason, any Securities are not delivered by or on behalf of the
Trust as provided herein, the Trust and the Guarantor will reimburse the
Underwriters through you for all out-of-pocket expenses approved in writing by
you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Securities not so delivered, but the Trust and the Guarantor shall then be under
no further liability to any Underwriter in respect of the Securities not so
delivered except as provided in Section 6 and Section 8 hereof.

-16-

12. In all dealings hereunder, you shall act on behalf of each
of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by you.

All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to you as the representatives in care of
_______________________________________________________________, Attention:
Registration Department; and if to the Trust or the Guarantor by mail to it at
the address of the Trust or the Guarantor set forth in the Registration
Statement, Attention: Secretary; provided, however that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address as supplied
to the Trust and the Guarantor by you upon request. Any such statements,
requests, notices or agreements shall take effect upon receipt thereof.

13. This Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Trust, the Guarantor and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the
Guarantor or the Trust and each person who controls the Trust, the Guarantor or
any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Securities from
any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

14. Time shall be of the essence of this Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.

15. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

16. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.

-17-

If the foregoing is in accordance with your understanding,
please sign and return to us five counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof shall constitute a binding agreement between each of the
Underwriters, on the one hand, and the Trust and the Guarantor, on the other. It
is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Trust and the
Guarantor for examination upon request, but without warranty on your part as to
the authority of the signers thereof.

Very truly yours,

Western Resources Capital

By: Western Resources, Inc., as Depositor

By:_______________________________________
Name:_________________________________
Title:________________________________

Western Resources, Inc.

By:_______________________________________
Name:_________________________________
Title:________________________________

Accepted as of the date hereof:

By:____________________________________________

-18-

SCHEDULE I

Total Number of
Securities
Underwriters to be purchased

Total........................................... _________

-19-

WESTERN RESOURCES, INC.

TRUSTEE

________________________

INDENTURE

DATED AS OF , 1995

________________________

DEFERRABLE INTEREST SUBORDINATED DEBENTURES

<PAGE>
Certain Sections of this Indenture relating to
Sections 310 through 318 of the
Trust Indenture Act of 1939:

Trust Indenture Indenture
__Act Section__ _Section_

Section 310(a)(1)..................................... 609
(a)(2).................................. 609
(a)(3).................................. Not Applicable
(a)(4).................................. Not Applicable
(b)..................................... 608, 610
Section 311(a)........................................ 613
(b)..................................... 613
Section 312(a)........................................ 701, 702(a)
(b)..................................... 702(b)
(c)..................................... 702(c)
Section 313(a)........................................ 703(a)
(b)..................................... 703(a)
(c)..................................... 703(a)
(d)..................................... 703(b)
Section 314(a)........................................ 704
(b)..................................... Not Applicable
(c)(1).................................. 102
(c)(2).................................. 102
(c)(3).................................. Not Applicable
(d)..................................... Not Applicable
(e)..................................... 101, 102
Section 315(a)........................................ 601
(b)..................................... 602
(c)..................................... 601
(d)..................................... 601
(e)..................................... 514
Section 316(a)........................................ 101
(a)(1)(A)............................... 502, 512
(a)(1)(B)............................... 513
(a)(2).................................. Not Applicable
(b)..................................... 508
(c)..................................... 104(c)
Section 317(a)(1)..................................... 503
(a)(2).................................. 504
(b)..................................... 1003
Section 318(a)........................................ 107
___________________
Note: This reconciliation and tie shall not, for any purposes,
be deemed to be a part of this Indenture.

<PAGE>
TABLE OF CONTENTS

Page

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions...................................... 1
SECTION 102. Compliance Certificates and
Opinions...................................... 10
SECTION 103. Form of Documents Delivered to
Trustee....................................... 10
SECTION 104. Acts of Holders; Record Dates.................... 11
SECTION 105. Notices, Etc. to Trustee and the
Company....................................... 12
SECTION 106. Notice to Holders; Waiver........................ 13
SECTION 107. Conflict with Trust Indenture Act................ 14
SECTION 108. Effect of Headings and Table of
Contents...................................... 14
SECTION 109. Successors and Assigns........................... 14
SECTION 110. Separability Clause.............................. 14
SECTION 111. Benefits of Indenture............................ 14
SECTION 112. GOVERNING LAW.................................... 15
SECTION 113. Legal Holidays................................... 15

ARTICLE TWO

FORM OF SECURITIES

SECTION 201. Forms Generally.................................. 15
SECTION 202. Form of Legend for Global
Securities.................................... 16
SECTION 203. Form of Trustee's Certificate of
Authentication................................ 16

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in
Series........................................ 17
SECTION 302. Denominations.................................... 20
SECTION 303. Execution, Authentication, Delivery
and Dating.................................... 20
SECTION 304. Temporary Securities............................. 22
SECTION 305. Registration, Registration of
Transfer and Exchange......................... 23

-i-

<PAGE>
Page

SECTION 306. Mutilated, Destroyed, Lost and Sto-
len Securities................................ 25
SECTION 307. Payment of Interest; Interest
Rights Preserved.............................. 26
SECTION 308. Persons Deemed Owners............................ 28
SECTION 309. Cancellation..................................... 28
SECTION 310. Computation of Interest.......................... 28
SECTION 311. Right of Set-Off................................. 29
SECTION 312. CUSIP Numbers.................................... 29

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of
Indenture..................................... 29
SECTION 402. Application of Trust Money....................... 31

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default................................ 31
SECTION 502. Acceleration of Maturity; Rescis-
sion and Annulment............................ 33
SECTION 503. Collection of Indebtedness and
Suits for Enforcement by Trustee.............. 34
SECTION 504. Trustee May File Proofs of Claim................. 35
SECTION 505. Trustee May Enforce Claims Without
Possession of Securities...................... 35
SECTION 506. Application of Money Collected................... 36
SECTION 507. Limitation on Suits.............................. 36
SECTION 508. Unconditional Right of Holders to
Receive Principal and Interest................ 37
SECTION 509. Restoration of Rights and Remedies............... 37
SECTION 510. Rights and Remedies Cumulative................... 38
SECTION 511. Delay or Omission Not Waiver..................... 38
SECTION 512. Control by Holders............................... 38
SECTION 513. Waiver of Past Defaults.......................... 38
SECTION 514. Undertaking for Costs............................ 39
SECTION 515. Waiver of Stay or Extension Laws................. 39

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.............. 40
SECTION 602. Notice of Defaults............................... 41

-ii-

<PAGE>
Page

SECTION 603. Certain Rights of the Trustee.................... 42
SECTION 604. Not Responsible for Recitals or
Issuance of Securities........................ 43
SECTION 605. May Hold Securities.............................. 43
SECTION 606. Money Held in Trust.............................. 43
SECTION 607. Compensation and Reimbursement................... 44
SECTION 608. Disqualification; Conflicting
Interests..................................... 44
SECTION 609. Corporate Trustee Required;
Eligibility................................... 45
SECTION 610. Resignation and Removal; Appoint-
ment of Successor............................. 45
SECTION 611. Acceptance of Appointment by
Successor..................................... 47
SECTION 612. Merger, Conversion, Consolidation
or Succession to Business..................... 48
SECTION 613. Preferential Collection of Claims
Against Company............................... 49

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names
and Addresses of Holders...................... 49
SECTION 702. Preservation of Information; Commu-
nications to Holders.......................... 50
SECTION 703. Reports by Trustee............................... 50
SECTION 704. Reports by Company............................... 50

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc. Only
on Certain Terms.............................. 51
SECTION 802. Successor Substituted............................ 52

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without
Consent of Holders............................ 53
SECTION 902. Supplemental Indentures with Con-
sent of Holders............................... 54
SECTION 903. Execution of Supplemental
Indentures.................................... 55

-iii-

<PAGE>
Page

SECTION 904. Effect of Supplemental Indentures................ 55
SECTION 905. Conformity with Trust Indenture Act.............. 56
SECTION 906. Reference in Securities to Supple-
mental Indentures............................. 56

ARTICLE TEN

COVENANTS; REPRESENTATIONS AND WARRANTIES

SECTION 1001. Payment of Principal and Interest................ 56
SECTION 1002. Maintenance of Office or Agency.................. 56
SECTION 1003. Money for Payments on Securities to
Be Held in Trust.............................. 57
SECTION 1004. Statement by Officers as to Default.............. 58
SECTION 1005. Additional Covenants ............................ 59

ARTICLE ELEVEN

SUBORDINATION OF SECURITIES

SECTION 1101. Securities Subordinate to Senior
Indebtedness.................................. 60
SECTION 1102. Payment Over of Proceeds upon Dis-
solution, etc................................. 60
SECTION 1103. No Payment When Specified Senior
Indebtedness in Default....................... 62
SECTION 1104. Payment Permitted if No Default ................. 63
SECTION 1105. Subrogation to Rights of Holders of
Senior Indebtedness........................... 63
SECTION 1106. Provisions Solely to Define Rela-
tive Rights .................................. 64
SECTION 1107. Trustee to Effectuate Subordination.............. 64
SECTION 1108. No Waiver of Subordination
Provisions.................................... 65
SECTION 1109. Notice to Trustee................................ 66
SECTION 1110. Reliance on Judicial Order or Cer-
tificate of Liquidating Agent................. 67
SECTION 1111. Rights of Trustee as a Holder of
Senior Indebtedness; Preservation
of Trustee's Rights........................... 67
SECTION 1112. Article Applicable to Paying Agents.............. 67

-iv-

<PAGE>
Page

ARTICLE TWELVE

REDEMPTION OF SECURITIES

SECTION 1201. Applicability of Article......................... 68
SECTION 1202. Election to Redeem; Notice to
Trustee....................................... 68
SECTION 1203. Selection by Trustee of Securities
to Be Redeemed................................ 68
SECTION 1204. Notice of Redemption............................. 69
SECTION 1205. Deposit of Redemption Price...................... 70
SECTION 1206. Securities Payable on Redemption
Date.......................................... 70
SECTION 1207. Securities Redeemed in Part...................... 71

-v-

<PAGE>
INDENTURE, dated as of , 1995, between West-
ern Resources, Inc., a corporation duly organized and existing
under the laws of the State of Kansas (herein called the "Com-
pany") having its principal office at 818 Kansas Avenue,
Topeka, Kansas 66612, and , as Trustee
(herein called the "Trustee"). Unless otherwise defined
herein, with respect to a given series of debentures, all capi-
talized terms used herein shall have the meanings ascribed to
them in the Amended and Restated Trust Agreement of the busi-
ness trust to which the securities of such series have been
issued, the form of which is attached as Annex A hereto.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from
time to time of its debentures (herein called the "Securi-
ties"), to be issued in one or more series to evidence the
loans to be made to the Company of the proceeds from the issu-
ance from time to time by one or more business trusts (each a
"Trust" and, collectively, the "Trusts") of preferred benefi-
cial interests in such Trusts (the "Preferred Securities") and
common beneficial interests in such Trusts (the "Common
Securities").

All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have
been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the pur-
chase of the Securities by the Holders thereof, it is mutually
agreed, for the equal and proportionate benefit of all Holders
of the Securities of each series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as other-
wise expressly provided or unless the context otherwise
requires:

<PAGE>
-2-

(1) the terms defined in this Article have the mean-
ings assigned to them in this Article and include the plural as
well as the singular;

(2) all other terms used herein which are defined in
the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with
generally accepted accounting principles; and

(4) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other
subdivision.

"Act", when used with respect to any Holder, has the
meaning specified in Section 104.

"Additional Interest" means the sum of Additional
Interest Attributable to Deferral and Additional Interest
Attributable to Taxes.

"Additional Interest Attributable to Deferral" means
interest that shall accrue on any interest on the Securities
that is in arrears for more than one quarter or not paid during
an Extension Period.

"Additional Interest Attributable to Taxes" means, if
a Trust is required to pay any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding
taxes) imposed by the United States or any other taxing author-
ity, such amounts as shall be required so that the net amounts
received by such Trust and available for distribution to hold-
ers of Trust Securities by such Trust after paying such taxes,
duties, assessments or governmental charges shall not be less
than the amounts such Trust would have received had no such
taxes, duties, assessments or governmental charges been
imposed.

<PAGE>
-3-

indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "con-
trolled" have meanings correlative to the foregoing.

"Board of Directors" means either the board of direc-
tors of the Company or any duly authorized committee of that
board.

"Board Resolution" means a copy of a resolution cer-
tified by the Secretary or an Assistant Secretary of the Com-
pany to have been duly adopted by the Board of Directors, and
delivered to the Trustee.

"Business Day" means a day other than (w) a Saturday
or a Sunday, (x) a day on which banks in New York are autho-
rized or obligated by law or executive order to remain closed,
(y) a day on which the Corporate Trust Office of the Trustee,
or the principal office of the Property Trustee, under the
Trust Agreement, is closed for business or (z) a day on which
the principal office of the Company is closed for business.

"Commission" means the Securities and Exchange Com-
mission, as from time to time constituted, created under the
Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

"Company" means the Person named as the "Company" in
the first paragraph of this instrument until a successor Person
shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Company" shall mean such suc-
cessor Person.

"Company Request" or "Company Order" means a written
request or order signed in the name of the Company by its
Chairman, a Vice Chairman, its President or a Vice President
and delivered to the Trustee.

"Corporate Trust Office" means the principal office
of the Trustee in at which at any particular
time its corporate trust business shall be administered and
which at the date of this Indenture is
.

"Defaulted Interest" has the meaning specified in
Section 307.

<PAGE>
-4-

"Depositary" means, with respect to Securities of any
series issuable in whole or in part in the form of one or more
Global Securities, a clearing agency registered under the
Exchange Act that is designated to act as Depositary for such
Securities as contemplated by Section 301.

"Event of Default" has the meaning specified in
Section 501.

"Exchange Act" means the Securities Exchange Act of
1934 and any statute successor thereto, as amended from time to
time.

"Extension Period" has the meaning specified in
Section 301.

"Federal Bankruptcy Code" means the Bankruptcy Act of
Title 11 of the United States Code, as amended from time to
time.

"Global Security" means a Security that evidences all
or part of the Securities of any series and bears the legend
set forth in Section 202 (or such other legend as contemplated
by Section 301).

"Holder" means a Person in whose name a Security is
registered in the Securities Register.

"Indenture" means this instrument as originally exe-
cuted or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pur-
suant to the applicable provisions hereof, including, for all
purposes of this instrument and any such supplemental inden-
ture, the provisions of the Trust Indenture Act that are deemed
to be a part of and govern this instrument and any such supple-
mental indenture, respectively. The term "Indenture" shall
also include the terms of particular series of Securities
established as contemplated by Section 301.

"Interest Payment Date", when used with respect to
any installment of interest on any Security, means the date
specified in such Security as the fixed date on which an
installment of interest with respect to such Security is due
and payable.

"Investment Company Event" means the occurrence of a
change in law or regulation or a change in interpretation or

<PAGE>
-5-

application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change
in 1940 Act Law") to the effect that a Trust is or will be con-
sidered an "investment company" that is required to be regis-
tered under the Investment Company Act of 1940, as amended,
which Change in 1940 Act Law becomes effective on or after the
date of original issuance of the Preferred Securities issued by
such Trust.

"Maturity", when used with respect to any Security,
means the date on which the principal of such Security becomes
due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for
redemption or otherwise.

"Officers' Certificate" means a certificate signed by
(i) the Chairman, a Vice Chairman, the President, a Vice Presi-
dent, or the Treasurer of the Company and (ii) the Secretary or
an Assistant Secretary of the Company and delivered to the
Trustee; provided, however, that such certificate may be signed
by two of the officers or directors listed in clause (i) above
in lieu of being signed by one of such officers or directors
listed in such clause (i) and one of the officers listed in
clause (ii) above. One of the officers signing an Officers'
Certificate given pursuant to Section 1004 shall be the princi-
pal executive, financial or accounting officer of the Company.
Any Officers' Certificate delivered with respect to compliance
with a condition or covenant provided for in this Indenture
shall include:

(a) a statement that each officer signing the Offic-
ers' Certificate has read the covenant or condition and
the definitions relating thereto;

(b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in
rendering the Officers' Certificate;

(c) a statement that each such officer has made such
examination or investigation as, in such officer's opin-
ion, is necessary to enable such officer to express an
informed opinion as to whether or not such covenant or
condition has been complied with; and

(d) a statement as to whether, in the opinion of
each such officer, such condition or covenant has been
complied with.

<PAGE>
-6-

"Opinion of Counsel" means a written opinion of coun-
sel, who may be counsel for the Company, and who shall be rea-
sonably acceptable to the Trustee.

"Outstanding", when used with respect to Securities,
means, as of the date of determination, all Securities thereto-
fore authenticated and delivered under this Indenture, except:
(i) Securities theretofor cancelled by the Trustee or delivered
to the Trustee for cancellation; (ii) Securities for whose pay-
ment or redemption money or U.S. Government Obligations in the
necessary amount have been theretofor deposited with the Trus-
tee or any Paying Agent (other than the Company) in trust or
set aside and segregated in trust by the Company (if the Com-
pany shall act as its own Paying Agent) for the Holders of such
Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursu-
ant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and (iii) Securities which have been
paid pursuant to Section 1001, or in exchange for or in lieu of
which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a
bona fide purchaser in whose hands such Securities are valid
obligations of the Company.

"Parent Guarantee" means any guarantee that the Com-
pany may enter into with a Trust for the benefit of the holders
of the Preferred Securities of such Trust.

"Paying Agent" means any Person authorized by the
Company to pay the principal of or interest on any Securities
on behalf of the Company. The Paying Agent shall initially be
.

"Person" means any individual, corporation, partner-
ship, joint venture, trust, limited liability company or corpo-
ration, unincorporated organization or government or any agency
or political subdivision thereof.

"Predecessor Security" of any particular Security
means every previous Security evidencing all or a portion of
the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authen-
ticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall

<PAGE>
-7-

be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

"Preferred Securities" has the meaning specified in
the Recitals to this Indenture.

"Redemption Date", when used with respect to any
Security to be redeemed, means the date fixed for such redemp-
tion by or pursuant to this Indenture.

"Redemption Price", when used with respect to any
Security to be redeemed, means the price at which it is to be
redeemed by or pursuant to this Indenture.

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 301.

"Representative" means an indenture trustee or other
trustee, agent or representative for an issue of Senior
Indebtedness.

"Responsible Officer", when used with respect to the
Trustee, means the chairman or any vice-chairman of the board
of directors, the chairman or any vice-chairman of the execu-
tive committee of the board of directors, the chairman of the
trust committee, the president, any vice president, the secre-
tary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust offi-
cer or assistant trust officer, the controller or any assistant
controller or any other officer of the Trustee customarily per-
forming functions similar to those performed by any of the
above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and famil-
iarity with the particular subject.

"Securities" has the meaning specified in the Recit-
als to this Indenture and more particularly means any Securi-
ties authenticated and delivered under this Indenture.

"Securities Register" and "Securities Registrar" have
the respective meanings specified in Section 305.

"Senior Indebtedness" means the principal of, pre-
mium, if any, interest on and any other payment due pursuant to
any of the following, whether outstanding at the date hereof or

<PAGE>
-8-

hereafter incurred, created or assumed: (i) all indebtedness
of the Company on a consolidated basis (other than any obliga-
tions to trade creditors) evidenced by notes, debentures, bonds
or other securities sold by the Company for money borrowed and
capitalized lease obligations; (ii) all indebtedness of others
of the kinds described in the preceding clause (i) assumed or
guaranteed in any manner by the Company or in effect guaranteed
by the Company; (iii) all obligations of the Company issued or
assumed as the deferred purchase price of property, all condi-
tional sale obligations of the Company and all obligations of
the Company under any title retention agreement (but excluding
trade accounts payable); (iv) certain obligations of the Com-
pany for the reimbursement of any obligor on any letter of
credit, banker's acceptance, security purchase facility, surety
bond or similar credit transaction entered into in the ordinary
course of business of the Company; and (v) all renewals, exten-
sions or refundings of indebtedness of the kinds described in
any of the preceding clauses (i), (ii), (iii) or (iv), unless,
in the case of any particular indebtedness, capitalized lease
obligation, guarantee, renewal, extension or refunding, the
instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such indebted-
ness, renewal, extension or refunding is subordinated to or is
pari passu with the Securities.

"Special Record Date" for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant
to Section 307.

"Stated Maturity", when used with respect to any
Security or any installment of interest thereon, means the date
specified in such Security as the fixed date on which the prin-
cipal, together with any accrued and unpaid interest (including
Additional Interest), of such Security or such installment of
interest is due and payable.

"Subsidiary" means any Person a majority of the
equity ownership or the Voting Stock of which is at the time
owned, directly or indirectly, by the Company or by one or more
other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting
stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as
no senior class of stock has such voting power by reason of any
contingency.

<PAGE>
-9-

"Tax Event" means the receipt by a Trust or the Com-
pany, as the case may be, of an Opinion of Counsel experienced
in such matters to the effect that a relevant tax law change
has occurred. For purposes of the preceding sentence a rele-
vant tax law change is any amendment or change to (or offi-
cially proposed amendment or change to) the laws (including
regulations thereunder) of the United States or any political
subdivision or taxing authority thereof, or the publication of
any judicial opinion interpreting such laws (and regulations)
or any written interpretation of such laws (or regulations) by
any governmental authority having jurisdiction to enforce or
administer such laws (or regulations) (including official and
unofficial opinions purporting to apply such laws and regula-
tions to other Persons who have issued securities similar to
the Securities), which amendment, change, proposed amendment or
change, opinion or interpretation could if valid and enacted or
applied to such Trust or the Company result in (i) such Trust,
either currently or within 90 days of the date thereof, becom-
ing subject to United States federal income tax with respect to
interest received on the Securities, (ii) interest payable by
the Company on the Securities attributable to the Preferred
Securities, either currently or within 90 days of the date
thereof, becoming nondeductible for United States federal
income tax purposes or (iii) such Trust, either currently or
within 90 days of the date thereof, becoming subject to more
than a de minimis amount of other taxes, duties or other gov-
ernmental charges.

"Trust Agreement" means any agreement establishing a
Trust, as the same may be amended, modified, supplemented or
restated.

"Trust Indenture Act" means the Trust Indenture Act
of 1939 as in force at the date as of which this Indenture was
executed; provided, however, that in the event the Trust Inden-
ture Act of 1939 is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"Trustee" means the Person named as the "Trustee" in
the first paragraph of this Indenture until a successor Trustee
shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Trustee" shall mean such suc-
cessor Trustee, and if at any time there is more than one such
person, "Trustee" as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of
that series.

<PAGE>
-10-

"U.S. Government Obligations" means securities that
are (x) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or
(y) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of Amer-
ica, which, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian
with respect to any such U.S. Government Obligation or a spe-
cific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of
the holder of such depository receipt, provided that (except as
required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such deposi-
tory receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific pay-
ment of principal of or interest on the U.S. Government Obliga-
tion evidenced by such depository receipt.

"Vice President", when used with respect to the Com-
pany or the Trustee, means any vice president, whether or not
designated by a number or a word or words added before or after
the title "vice president".

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the
Trustee to take any action under any provision of this Inden-
ture, the Company shall furnish to the Trustee such certifi-
cates and opinions as may be required under the Trust Indenture
Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer
of the Company, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust
Indenture Act and any other requirement set forth in this
Indenture.

SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Per-
son, 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

<PAGE>
-11-

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.

Any certificate or opinion of an officer of the Com-
pany 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 represen-
tations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such cer-
tificate 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 mat-
ters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to
such matters are erroneous.

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 instru-
ment.

SECTION 104. Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Inden-
ture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instru-
ment or instruments are delivered to the Trustee and, where it
is hereby expressly required, to the Company. Such instrument
or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments. Proof of exe-
cution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Inden-
ture and (subject to Section 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this
Section.

<PAGE>
-12-

(b) The fact and date of the execution by any Person
of any such instrument or writing may be proved by the affida-
vit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual sign-
ing such instrument or writing acknowledged to him the execu-
tion thereof. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate
or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the
Trustee deems sufficient.

(c) The Company may, in the circumstances permitted
by the Trust Indenture Act, fix any day as the record date for
the purpose of determining the Holders entitled to give or take
any request, demand, authorization, direction, notice, consent,
waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders. If not set by the
Company prior to the first solicitation of a Holder made by any
Person in respect of any such action, or, in the case of any
such vote, prior to such vote, the record date for any such
action or vote shall be the 30th day (or, if later, the date of
the most recent list of Holders required to be provided pursu-
ant to Section 701) prior to such first solicitation or vote,
as the case may be. With regard to any record date, only the
Holders on such date (or their duly designated proxies) shall
be entitled to give or take, or vote on, the relevant action.

(d) The ownership of Securities shall be proved by
the Securities Register.

(e) Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Secu-
rity shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.

SECTION 105. Notices, Etc. to Trustee and the Company.

Any request, demand, authorization, direction,
notice, consent, waiver or Act or other document provided or

<PAGE>
-13-

permitted by this Indenture to be made upon, given or furnished
to, or filed with,

(1) the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trus-
tee at its Corporate Trust Office, Attention: Corporate
Trust Administration, or

(2) the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office
specified in the first paragraph of this Indenture, Atten-
tion: Vice President, Finance, or at any other address
previously furnished in writing to the Trustee by the Com-
pany.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such
event, at such Holder's address as it appears in the Securities
Register, not later than the latest date (if any), and not ear-
lier than the earliest date (if any), prescribed for the giving
of such notice. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any
defect in a notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any man-
ner, such notice may be waived in writing by the Person enti-
tled to receive such notice, either before or after the event,
and such waiver shall be the equivalent of such notice. Waiv-
ers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracti-
cable to give such notice by mail, then such notification as
shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

<PAGE>
-14-

SECTION 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or con-
flicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Inden-
ture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so mod-
ified or to be excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table
of Contents are for convenience only and shall not affect the
construction hereof.

SECTION 109. Successors and Assigns.

The Company will have the right at all times to
assign any of its rights or obligations under this Indenture to
(a) a direct or indirect wholly owned Subsidiary, provided
that, in the event of any such assignment, the Company will
remain liable for all such obligations and (b) to any other
Person in accordance with the provisions of Article Eight of
this Indenture. This Indenture may not otherwise be assigned
by the parties hereto. Subject to the foregoing, this Inden-
ture is binding upon and inures to the benefit of the parties
hereto and their respective successors and assigns.

SECTION 110. Separability Clause.

In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provi-
sions shall not in any way be affected or impaired thereby.

SECTION 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, the holders of
Senior Indebtedness, the holders of Preferred Securities (to
the extent provided herein) and the Holders of Securities, any
benefit or any legal or equitable right, remedy or claim under
this Indenture.

<PAGE>
-15-

SECTION 112. GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

SECTION 113. Legal Holidays.

In any case where any Interest Payment Date, Redemp-
tion Date or Stated Maturity of any Security shall not be a
Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest on or prin-
cipal of the Securities shall be made on the next succeeding
day which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such pay-
ment of interest on or principal of the Securities, as the case
may be, shall be made on the immediately preceding Business
Day, in each case, with the same force and effect as if made on
the Interest Payment Date or Redemption Date, or at the Stated
Maturity.

ARTICLE TWO

FORM OF SECURITIES

SECTION 201. Forms Generally.

The Securities of each series shall be in substan-
tially the forms established by or pursuant to a Board Resolu-
tion or in one or more indentures supplemental hereto, 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
Depositary or as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their
execution of such Securities. If the form of Securities of any
series is established by action taken pursuant to a Board Reso-
lution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the deliv-
ery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

<PAGE>
-16-

The definitive Securities shall be printed, litho-
graphed, engraved or produced by any combination of these or
other methods, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

SECTION 202. Form of Legend for Global Securities.

Unless otherwise specified as contemplated by Section
301 for the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in
substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REG-
ISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE
OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

SECTION 203. Form of Trustee's Certificate of Authentication.

The Trustee's certificates of authentication shall be
in substantially the following form:

This is one of the Securities of the series desig-
nated therein referred to in the within-mentioned Indenture.

______________________________,
as Trustee

By:___________________________
Authorized Signatory

<PAGE>
-17-

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is
unlimited.

The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution
and, subject to Section 303, set forth, or determined in the
manner provided, in an Officers' Certificate, or established in
one or more indentures supplemental hereto, prior to the issu-
ance of Securities of any series,

(1) the title of the Securities of the
series (which shall distinguish the Securities of
such series from Securities of any other series);

(2) any limit upon the aggregate principal
amount of the Securities of the series which may
be authenticated and delivered under this Inden-
ture (except for Securities authenticated and
delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Securities of
the series pursuant to Section 304, 305, 306, 906
or 1207 and except for any Securities which, pur-
suant to Section 303, are deemed never to have
been authenticated and delivered hereunder);

(3) the Person to whom any interest on a
Security of the series shall be payable, if other
than the Person in whose name that Security (or
one or more Predecessor Securities) is registered
at the close of business on the Regular Record
Date for such interest;

(4) the date or dates on which the principal
of any Securities of the series is payable;

(5) the rate or rates at which any Securi-
ties of the series shall bear interest, if any,
the extent to which additional interest attribut-
able to deferral amounts ("Additional Interest
Attributable to Deferral"), if any, shall be

<PAGE>
-18-

payable in respect of any Securities of such
series, the date or dates from which any such
interest shall accrue, the Interest Payment Dates
on which any such interest shall be payable, the
Regular Record Date for any such interest payable
on any Interest Payment Date and the right, if
any, of the Company to extend the interest payment
periods and the duration of such extension (an
"Extension Period");

(6) the place or places where the principal
of and any premium and interest on any Securities
of the series shall be payable;

(7) the period or periods within which, the
price or prices at which and the terms and condi-
tions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of
the Company and, if other than by a Board Resolu-
tion, the manner in which any election by the Com-
pany to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company
to redeem or repurchase any Securities of the
series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof,
and the period or periods within which, the price
or prices at which and the terms and conditions
upon which any Securities of the series shall be
redeemed or purchased, in whole or in part, pursu-
ant to such obligation;

(9) if other than denominations of $25 and
any integral multiple thereof, the denominations
in which any Securities of the series shall be
issuable;

(10) if the amount of principal of or any
premium or interest on any Securities of the
series may be determined with reference to an
index or pursuant to a formula, the manner in
which such amounts shall be determined;

(11) if other than the currency of the United
States of America, the currency, currencies or
currency units in which the principal of or any
premium or interest on any Securities of the

<PAGE>
-19-

series shall be payable and the manner of deter-
mining the equivalent thereof in the currency of
the United States of America for any purpose,
including for purposes of the definition of "Out-
standing" in Section 101;

(12) if the principal of or any premium or
interest on any Securities of the series is to be
payable, at the election of the Company or the
Holder thereof, in one or more currencies or cur-
rency units other than that or those in which such
Securities are stated to be payable, the currency,
currencies or currency units in which the princi-
pal of or any premium or interest on such Securi-
ties as to which such election is made shall be
payable, the periods within which and the terms
and conditions upon which such election is to be
made and the amount so payable (or the manner in
which such amount shall be determined);

(13) if other than the entire principal
amount thereof, the portion of the principal
amount of any Securities of the series which shall
be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502;

(14) if applicable, that any Securities of
the series shall be issuable in whole or in part
in the form of one or more Global Securities and,
in such case, the respective Depositaries desig-
nated for such Global Securities, the form of any
legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that
set forth in Section 202 and any circumstances in
addition to or in lieu of those set forth in
Clause (2) of the last paragraph of Section 305,
in which any such Global Security may be exchanged
in whole or in part for Securities registered, and
any transfer of such Global Security in whole or
in part may be registered, in the name or names of
Persons other than the Depositary for such Global
Security or a nominee thereof;

(15) any addition to or change in the Events
of Default which apply to any Securities of the
series and any change in the right of the Trustee
or the requisite Holders of such Securities to

<PAGE>
-20-

declare the principal amount thereof due and pay-
able pursuant to Section 502;

(16) any addition to or change in the cove-
nants set forth in Article Ten which applies to
Securities of the series; and

(17) any other terms of the series (which
terms shall not be inconsistent with the provi-
sions of this Indenture, except as permitted by
Section 901(5)).

All Securities of any one series shall be substan-
tially identical except as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

If any of the terms of the series are established by
action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and deliv-
ered to the Trustee at or prior to the delivery of the Offic-
ers' Certificate setting forth the terms of the series.

The Securities shall be subordinated in right of pay-
ment to Senior Indebtedness as provided in Article Eleven.

SECTION 302. Denominations.

The Securities of each series shall be issuable only
in registered form, without coupons, and only in denominations
as shall be specified as contemplated by Section 301. In the
absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series shall
be issuable in denominations of $25 and any integral multiple
thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the
Company by its Chairman, one of its Vice Chairman, its Presi-
dent or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers
on the Securities may be manual or facsimile.

<PAGE>
-21-

Securities 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 indi-
viduals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Securities.

At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securi-
ties of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authenti-
cation and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and
deliver such Securities. If the form or terms of the Securi-
ties of the series have been established by or pursuant to one
or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Secu-
rities, the Trustee shall be entitled to receive, and (subject
to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating,

(1) if the form of such Securities has been
established by or pursuant to Board Resolutions as
permitted by Section 201, that such form has been
established in conformity with the provisions of
this Indenture;

(2) if the terms of such Securities have
been established by or pursuant to Board Resolu-
tions as permitted by Section 301, that such terms
have been established in conformity with the pro-
visions of this Indenture; and

(3) that such Securities, when authenticated
and delivered by the Trustee and issued by the
Company in the manner and subject to any condi-
tions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations
of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating
to or affecting creditors' rights and to general
equity principles.

If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the

<PAGE>
-22-

issue of such Securities pursuant to this Indenture will affect
the Trustee's own rights, duties or immunities under the Secu-
rities or this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of
the preceding paragraph, if all Securities of a series are not
to be originally issued at one time, it shall not be necessary
to deliver the Officers' Certificate otherwise required pursu-
ant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or
prior to the authentication of each Security of such series if
such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to
be issued.

Each Security shall be dated the date of its
authentication.

No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered
hereunder.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of
any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substan-
tially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their
execution of such Securities.

If temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of

<PAGE>
-23-

such series at any office or agency of the Company designated
pursuant to Section 1002, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securi-
ties of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of
any authorized denominations. Until so exchanged the temporary
Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities
of such series.

SECTION 305. Registration, Registration of Transfer and
Exchange.

The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained
in such office and in any other office or agency designated
pursuant Section 1002 being herein sometimes collectively
referred to as the "Securities Register") in which, subject to
such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of trans-
fers of Securities. The Trustee is hereby appointed "Securi-
ties Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

Upon surrender for registration of transfer of any
Security of a series at an office or agency of the Company des-
ignated pursuant to Section 1002 for such purpose for that
series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated trans-
feree or transferees, one or more new Securities of the same
series of any authorized denominations and of a like aggregate
principal amount.

At the option of the Holder, Securities of any series
may be exchanged for other Securities of the same series of any
authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surren-
dered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

All Securities issued upon any registration of trans-
fer or exchange of Securities shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same

<PAGE>
-24-

benefits under this Indenture, as the Securities surrendered
upon such registration of transfer or exchange.

Every Security presented or surrendered for registra-
tion of transfer or for exchange shall (if so required by the
Company or the Trustee) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar duly executed, by the
Holder thereof or such Holder's attorney duly authorized in
writing.

No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may
require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1207 not involving
any transfer.

If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company will
not be required to issue, register the transfer of or exchange
any Securities of that series (or of that series and specified
tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities that may be
selected for redemption and ending at the close of business on
the day of such mailing, except the unredeemed portion of any
such Securities being redeemed in part.

The provisions of clauses (1), (2), (3) and (4) below
shall apply only to Global Securities:

(1) Each Global Security authenticated under this
Indenture shall be registered in the name of the Deposi-
tary designated for such Global Security or a nominee
thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Secu-
rity shall constitute a single Security for all purposes
of this Indenture.

(2) Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or
in part for Securities registered, and no transfer of a
Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such

<PAGE>
-25-

Depositary (i) has notified the Company that it is unwill-
ing or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency regis-
tered under the Exchange Act at a time when the Depositary
is required to be so registered to act as such Depositary,
(B) there shall have occurred and be continuing an Event
of Default with respect to such Global Security, (C) the
Company in its sole discretion determines that such Global
Security shall be so exchangeable, or (D) there shall
exist such circumstances, if any, in addition to or in
lieu of the foregoing as have been specified for this pur-
pose as contemplated by Section 301.

(3) Subject to clause (2) above, any exchange of a
Global Security for other Securities may be made in whole
or in part, and all Securities issued in exchange for a
Global Security or any portion thereof shall be registered
in such names as the Depositary for such Global Security
shall direct.

(4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu
of, a Global Security or any portion thereof, whether pur-
suant to this Section, Section 304, 306, 906 or 1207 or
otherwise, shall be authenticated and delivered in the
form of, and shall be, a Global Security, unless such
Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee
thereof.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trus-
tee, the Company shall execute, and the Trustee shall authenti-
cate and deliver in exchange therefor, a new Security of the
same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

If there shall be delivered to the Company and the
Trustee (i) evidence to their satisfaction of the destruction,
loss or theft of any security and (ii) such security or indem-
nity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has
been acquired by a bona fide purchaser, the Company shall exe-
cute, and the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security

<PAGE>
-26-

of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Secu-
rity, pay such Security.

Upon the issuance of any new Security under this Sec-
tion, 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 (including
the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to
this Section in lieu of any destroyed, lost or stolen Security
shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that
series duly issued hereunder.

The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of muti-
lated, destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by
Section 301 with respect to any series of Securities, interest
on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.

Any interest on any Security of any series which is
payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the Holder on the rele-
vant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

<PAGE>
-27-

(1) the Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Secu-
rities of such series (or their respective Predecessor
Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed pay-
ment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trus-
tee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed pay-
ment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid,
to each Holder of Securities of such series at such Hold-
er's address as it appears in the Securities Register, not
less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Per-
sons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and
shall no longer be payable pursuant to the following
clause (2).

(2) The Company may make payment of any Defaulted
Interest on the Securities of any series in any other law-
ful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed,
and, if so listed, upon such notice as may be required by
such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this

<PAGE>
-28-

clause, such manner of payment shall be deemed practicable
by the Trustee.

Subject to the foregoing provisions of this Section,
each Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Secu-
rity shall carry the rights to interest accrued and unpaid, and
to accrue (including in each such case Additional Interest),
which were carried by such other Security.

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Security for registra-
tion of transfer, the Company, the Trustee and any agent of the
Company or the Trustee shall treat the Person in whose name
such Security is registered as the owner of such Security for
the purpose of receiving payment of principal of and (subject
to Section 307) interest (including Additional Interest) on
such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309. Cancellation.

All Securities surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Com-
pany may have acquired in any manner whatsoever, and all Secu-
rities so delivered shall be promptly cancelled by the Trustee.
No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed
by a Company Order.

SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by
Section 301 for Securities of any series, interest on the Secu-
rities of each series shall be computed on the basis of a
360-day year of twelve 30-day months and, for any period
shorter than a full monthly period, shall be computed on the
basis of the actual number of days elapsed in such period.

<PAGE>
-29-

SECTION 311. Right of Set-Off.

Notwithstanding anything to the contrary in this
Indenture, the Company shall have the right to set-off any pay-
ment it is otherwise required to make hereunder to the extent
the Company has theretofore made, or is concurrently on the
date of such payment making, a payment under a Parent
Guarantee.

SECTION 312. CUSIP Numbers.

The Company in issuing the Securities of any series
may use "CUSIP" numbers (if then generally in use), and, if so,
the Trustee shall use "CUSIP" numbers in notices of redemption
as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as con-
tained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall cease to be of further effect
(except as to any surviving rights of registration of transfer
or exchange of Securities herein expressly provided for), and
the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated
and delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii)
Securities for whose payment money or U.S. Government
Obligations have theretofor been deposited in trust
or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from

<PAGE>
-30-

such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore deliv-
ered to the Trustee for cancellation;

(i) have become due and payable; or

(ii) will become due and payable at their
Stated Maturity within one year; or

(iii) are to be called for redemption within
one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense,
of the Company

and the Company, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with
the Trustee as trust funds (a) money in the necessary
amount or (b) U.S. Government Obligations, the prin-
cipal of and the interest on which when due, and
without any regard to reinvestment thereof, in the
opinion of an independent accountant, and, in the
opinion of the officers of the Company executing an
Officers' Certificate to that effect, will provide
moneys which, together with the moneys, if any,
deposited with or held by the Trustee, shall be suf-
ficient to pay when due the principal of, premium, if
any, and interest due and to become due on said Secu-
rities or portions thereof on the Redemption Date or
the Stated Maturity thereof, as the case may be, in
trust to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the
Trustee for cancellation, for principal and interest
(including Additional Interest to the date of
deposit) to the date of such deposit (in the case of
Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case
may be;

(2) the Company has paid or caused to be paid all
other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for

<PAGE>
-31-

relating to the satisfaction and discharge of this Inden-
ture have been complied with.

Notwithstanding the satisfaction and discharge of this Inden-
ture, the obligations of the Company to the Trustee under Sec-
tion 607 and, if money or U.S. Government Obligations shall
have been deposited with the Trustee pursuant to subclause (B)
of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall
survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of
Section 1003, all money and U.S. Government Obligations depos-
ited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal and interest
for whose payment such deposited money and the money from U.S.
Government Obligations have been deposited with the Trustee.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

"Event of Default," wherever used herein with respect
to Securities of any series, means any one of the following
events that has occurred and is continuing (whatever the reason
for such Event of Default and whether it shall be occasioned by
the provisions of Article Eleven or be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

(1) failure for 30 days to pay any interest on the
Securities of that series, including any Additional Inter-
est in respect thereof, when due (subject to the deferral
of any due date in the case of an Extension Period); or

(2) failure to pay any principal on the Securities
of that series when due whether at Stated Maturity, upon
redemption by declaration of acceleration or otherwise; or

<PAGE>
-32-

(3) failure to observe or perform in any material
respect any other covenant relating to a particular series
contained in this Indenture for 90 days after written
notice to the Company from the Trustee or the holders of
at least 25% in principal amount of the Outstanding Secu-
rities of that series; or

(4) a decree or order is entered by a court having
jurisdiction in the premises (i) for relief in respect of
the Company in an involuntary case or proceeding under the
Federal Bankruptcy Code or any other federal or state
bankruptcy, insolvency, reorganization or similar law or
(ii) adjudging the Company a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment or compo-
sition of or in respect of the Company under the Federal
Bankruptcy Code or any other applicable federal or state
law, or appointing a custodian, receiver, liquidator,
assignee, trustee or sequestrator (or other similar offi-
cial) of the Company or of any substantial part of any of
its properties, or ordering the winding up or liquidation
of any of its affairs, and any such decree or order
remains unstayed and in effect for a period of 60 consecu-
tive days; or

(5) the Company institutes a voluntary case or pro-
ceeding under the Federal Bankruptcy Code or any other
applicable federal or state law or any other case or pro-
ceedings to be adjudicated a bankrupt or insolvent, or the
Company consents to the entry of a decree or order for
relief in respect of the Company in any involuntary case
or proceeding under the Federal Bankruptcy Code or any
other applicable federal or state law or to the institu-
tion of bankruptcy or insolvency proceedings against the
Company, or the Company files a petition or answer or con-
sent seeking reorganization or relief under the Federal
Bankruptcy Code or any other applicable federal or state
law, or consents to the filing of any such petition or to
the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or sequestrator
(or other similar official) of the Company or of any sub-
stantial part of its property, or makes an assignment for
the benefit of creditors, or admits in writing its inabil-
ity to pay its debts generally as they become due or takes
corporate action in furtherance of any such action.

<PAGE>
-33-

SECTION 502. Acceleration of Maturity; Rescission and
Annulment.

If an Event of Default with respect to the Securities
of any series at the time Outstanding occurs and is continuing,
then and in every such case, the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Outstanding
Securities of that series shall have the right to declare the
principal of and the interest (including any Additional Inter-
est) on all the Securities of that series and any other amounts
payable hereunder to be due and payable immediately, provided,
however, that if upon an Event of Default, the Trustee or the
Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series fail to declare the pay-
ment of all amounts on the Securities of that series to be
immediately due and payable, the holders of at least 25% in
aggregate liquidation amount of the Preferred Securities then
outstanding of the Trust to which such series of securities
have been issued shall have such right, by a notice in writing
to the Company (and to the Trustee if given by Holders or the
holders of such Preferred Securities) and shall have the right
to enforce any and all other rights of Holders of Securities of
that series as creditors with respect to the Securities of that
series. Upon any such declaration, such principal and all
accrued interest shall become immediately due and payable.

At any time after such a declaration of acceleration
has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter
provided in this Article, the Holders of a majority in princi-
pal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:

(1) the Company has paid or deposited with the Trus-
tee a sum sufficient to pay,

(A) all overdue interest (including any Addi-
tional Interest) on all Securities of that series,

(B) the principal of any Securities which have
become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne
by such Securities, and

<PAGE>
-34-

disbursements and advances of the Trustee, its agents
and counsel;

and

(2) all Events of Default with respect to Securities
of that series, other than the non-payment of the princi-
pal of Securities of that series which have become due
solely by such declaration of acceleration, have been
cured or waived as provided in Section 513.

No such rescission shall affect any subsequent
default or impair any right consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforce-
ment by Trustee.

The Company covenants that if

(1) default is made in the payment of any interest
(including any Additional Interest) on any Security when
such interest becomes due and payable and such default
continues for a period of 30 days (subject to the deferral
of any due and payable interest in the case of an Exten-
sion Period), or

(2) default is made in the payment of the principal
of any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount
then due and payable on such Securities for principal and
interest (including any Additional Interest), at the rate borne
by the Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel.

If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this

<PAGE>
-35-

Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relating to the
Company (or any other obligor upon the Securities), its prop-
erty or its creditors, the Trustee shall be entitled and empow-
ered, by intervention in such proceeding or otherwise, to take
any and all actions authorized under the Trust Indenture Act in
order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquida-
tor, sequestrator or other similar official in any such judi-
cial proceeding is hereby authorized by each Holder 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, to pay to the Trustee any amount due it for the rea-
sonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 607.

No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 505. Trustee May Enforce Claims Without Possession of
Securities.

All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the produc-
tion thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reason-
able compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment
has been recovered.

<PAGE>
-36-

SECTION 506. Application of Money Collected.

Subject to Article Eleven, any money or U.S. Govern-
ment Obligations collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of
such money on account of principal or interest (including any
Additional Interest), upon presentation of the Securities and
the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee
under Section 607;

SECOND: To the payment of the amounts then due and
unpaid for principal of and interest (including any Addi-
tional Interest) on the Securities in respect of which or
for the benefit of which such money has been collected,
ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securi-
ties for principal and interest (including any Additional
Interest), respectively; and

THIRD: The balance, if any, to the Company.

SECTION 507. Limitation on Suits.

No Holder of any Security of any series shall have
any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice
to the Trustee of a Continuing Event of Default with
respect to Securities of that series;

(2) the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series shall
have made written request to the Trustee to institute pro-
ceedings in respect of such Event of Default in its own
name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trus-
tee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such
request;

<PAGE>
-37-

(4) the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity has failed to
institute any such proceeding; and

(5) no direction inconsistent with such written
request has been given to the Trustee during such 60-day
period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;

it being understood and intended that no one or more Holders
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 Holders, or to obtain or
to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of
all the Holders.

SECTION 508. Unconditional Right of Holders to Receive Princi-
pal and Interest.

Notwithstanding any other provision in this Inden-
ture, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal
of and (subject to Section 307) interest (including any Addi-
tional Interest) on such Security on the Stated Maturity (sub-
ject to the deferral of any due date in the case of an Exten-
sion Period) expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment, and such rights shall not
be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any pro-
ceeding 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 Holder, then and in every such case, subject to any deter-
mination in such proceeding, the Company, the Trustee and the
Holder shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and reme-
dies of the Trustee and the Holder shall continue as though no
such proceeding had been instituted.

<PAGE>
-38-

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen
Securities in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permit-
ted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate
right or remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder
of any Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquies-
cence therein. Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders.

The Holders of a majority in principal amount of the
Outstanding Securities of any series 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 that

(1) such direction shall not be in conflict with any
rule of law or with this Indenture; and

(2) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such
direction.

SECTION 513. Waiver of Past Defaults.

Subject to Sections 902 and 1005 hereof, the Holders
of not less than a majority in principal amount of the Out-
standing Securities of any series may on behalf of the Holders

<PAGE>
-39-

of all the Securities of such series waive any past default
hereunder and its consequences, except a default

(1) in the payment of the principal of or interest
(including any Additional Interest) on any Security of
such series (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration have been
deposited with the Trustee); or

(2) in respect of a covenant or provision hereof
which under Article Nine cannot be modified or amended
without the consent of the Holder of each Outstanding
Security of such series affected.

Upon any such waiver, such default shall cease to
exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

In any suit for the enforcement of any right or rem-
edy under this Indenture, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, a
court may require any party litigant in such court to file an
undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the
extent provided in the Trust Indenture Act; provided, that nei-
ther this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company
or the Trustee or in any suit for the enforcement of the right
to receive the principal of and interest (including any Addi-
tional Interest) on any Security.

SECTION 515. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may law-
fully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the cove-
nants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it

<PAGE>
-40-

will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been
enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

Except during the continuance of an Event of Default,

(1) the Trustee undertakes to perform such
duties and only such duties as are specifically set forth
in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part,
the Trustee may inclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Inden-
ture; but in the case of any such certificates or opinions
which by any provisions 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.

In case an Event of Default has occurred and is con-
tinuing, the Trustee shall exercise such of the rights and pow-
ers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his
own affairs.

No provision 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) this Subsection shall not be construed to
limit the effect of Subsection (a) of this Section;

(2) the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible

<PAGE>
-41-

Officer, 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 Holders
pursuant to Section 512 relating to the time, method and
place of conducting any proceeding for any remedy avail-
able to the Trustee, or exercising any trust or power con-
ferred upon the Trustee, under this Indenture with respect
to the Securities of such series.

Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the perfor-
mance 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 indem-
nity against such risk or liability is not reasonably assured
to it.

Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affect-
ing the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

If any default occurs hereunder with respect to Secu-
rities of any series, the Trustee shall give the Holders of
Securities of such series notice of such default as and to the
extent provided by the Trust Indenture Act; provided, however,
that in the case of any default of the character specified in
Section 501(3) with respect to Securities of such series, no
such notice to Holders shall be given until at least 30 days
after the occurrence thereof.

The Trustee shall not be deemed to have knowledge of
any Event of Default unless the Trustee shall have received
written notice, or a Responsible Officer charged with the
administration of the Trust Agreement shall have obtained writ-
ten notice, of such Event of Default.

For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securi-
ties of such series.

<PAGE>
-42-

SECTION 603. Certain Rights of the Trustee.

Subject to the provisions of Section 601:

(a) the Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution, cer-
tificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness 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 or direction of the Company men-
tioned herein shall be sufficiently evidenced by a Company
Request or Company Order, and any resolution of the Board
of Directors may be sufficiently evidenced by a Board
Resolution;

(c) whenever in the administration of this Indenture
the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omit-
ting any action hereunder, the Trustee (unless other evi-
dence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers'
Certificate;

(d) the Trustee may consult with counsel of its
choice, which may be counsel to the Company, and the writ-
ten advice of such counsel or any 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 reliance thereon;

(e) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Hold-
ers pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indem-
nity against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or
direction;

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any res-
olution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other

<PAGE>
-43-

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 attor-
ney;

(g) 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, and the
Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed
with due care by it hereunder; and

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

SECTION 604. Not Responsible for Recitals or Issuance of
Securities.

The recitals contained herein and in the Securities,
except the Trustee's certificates of authentication, shall be
taken as the statements of the Company, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Secu-
rities or the proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Paying Agent, any Securities Regis-
trar, or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securi-
ties and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, or such other
agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by

<PAGE>
-44-

law. The Trustee shall be under no liability for interest on
any money received by it hereunder except as otherwise agreed
in writing with the Company.

SECTION 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time such
compensation as the Company and the Trustee shall from
time to time agree in writing for all services rendered by
it hereunder (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 the Trustee upon its request for all reason-
able expenses, disbursements and advances incurred or made
by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the
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 the Trustee and any predecessor
Trustee for, and to hold it harmless against, any and all
loss, damage, claim, liability or expense, including taxes
(other than taxes based on the income of the Trustee)
incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or
administration of this trust, including the costs and
expenses of defending itself against any claim or lia-
bility in connection with the exercise or performance of
any of its powers or duties hereunder.

To secure the Trustee's rights under this Section,
the Trustee shall have a lien against any money or other prop-
erty collected hereunder. The provisions of this Section shall
survive the termination of this Indenture.

SECTION 608. Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by and subject to the provi-
sions of, the Trust Indenture Act and this Indenture. To the

<PAGE>
-45-

extent permitted by such Act, the Trustee shall not be deemed
to have a conflicting interest by virtue of being a trustee
under this Indenture with respect to Securities of more than
one series.

SECTION 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder with
respect to the Securities of each series, which may be a Trus-
tee hereunder for Securities of one or more other series. Each
Trustee shall be a Person that is eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000 and has its Corporate Trust
Office in . If any such Person publishes reports
of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and sur-
plus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accor-
dance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter spec-
ified in this Article.

SECTION 610. Resignation and Removal; Appointment of
Successor.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by
the successor Trustee under Section 611.

(b) The Trustee may resign at any time with respect
to the Securities of one or more series by giving written
notice thereof to the Company. If an instrument of acceptance
by a successor Trustee shall not have been delivered to the
Trustee within 60 days after the giving of such notice of res-
ignation, the resigning Trustee may petition any court of com-
petent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

(c) The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders
of a majority in principal amount of the Outstanding Securities
of such series, delivered to the Trustee and to the Company.

<PAGE>
-46-

(d) If at any time:

(1) the Trustee shall fail to comply with Section
608 after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Security
for at least six months, or

(2) the Trustee shall cease to be eligible under
Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of
the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabili-
tation, conservation or liquidation, or

(4) an Event of Default has not occurred and is not
continuing,

then, in any such case, (i) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or
(ii) subject to Section 514, any Holder who has been a bona
fide Holder of a Security for at least six months may, on
behalf of such Holder and all others similarly situated, peti-
tion any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any cause, with respect to the Securities
of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If,
within one year after such resignation, removal or incapa-
bility, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed
by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment,

<PAGE>
-47-

become the successor Trustee with respect to Securities of such
series and supersede the successor Trustee with respect to the
Securities of any series appointed by the Company. If no suc-
cessor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and
accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

(f) The Company shall give notice of each resigna-
tion and each removal of the Trustee with respect to the Secu-
rities of any series and each appointment of a successor Trus-
tee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section
106. Each notice shall include the name of the successor Trus-
tee with respect to the Securities of such series and the
address of such successor Trustee's Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

Every successor Trustee with respect to all Securi-
ties appointed hereunder shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; provided that, on request of
the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its reasonable charges, execute and
deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trus-
tee all property and money held by such retiring Trustee
hereunder.

In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not
all) series, the Company, the retiring Trustee and each succes-
sor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and

<PAGE>
-48-

to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of
such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or
change any of the provisions of this Indenture as shall be nec-
essary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereun-
der separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, with-
out any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor
Trustee relates.

Upon request of any such successor Trustee, the Com-
pany shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in the first or
second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee
shall be qualified and eligible under this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession
to Business.

Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any

<PAGE>
-49-

corporation resulting from any merger, conversion or consolida-
tion to which the Trustee shall be a party, shall be the suc-
cessor of the Trustee hereunder, provided that such corporation
shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Securi-
ties shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authen-
ticated such Securities.

SECTION 613. Preferential Collection of Claims Against
Company.

If and when the Trustee shall be or become a creditor
of the Company (or any other obligor upon the Securities), the
Trustee shall be subject to the provisions of the Trust Inden-
ture Act regarding the collection of claims against the Company
(or any such other obligor).

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of
Holders.

The Company will furnish or cause to be furnished to
the Trustee

(a) semiannually, not later than February 15 and
August 15 in each year, a list, in such form as the Trus-
tee may reasonably require, of the names and addresses of
the Holders of Securities of each series as of a date not
more than 15 days prior to the delivery thereof, and

(b) at such other times as the Trustee may request
in writing, within 30 days after the receipt by the Com-
pany of any such request, a list of similar form and con-
tent as of a date not more than 15 days prior to the time
such list is furnished;

excluding from any such list names and addresses received by
the Trustee in its capacity as Securities Registrar.

<PAGE>
-50-

SECTION 702. Preservation of Information; Communications to
Holders.

(a) The Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Hold-
ers contained in the most recent list furnished to the Trustee
as provided in Section 701 and the names and addresses of Hold-
ers received by the Trustee in its capacity as Securities Reg-
istrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so
furnished.

(b) The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or
under the Securities, and the corresponding rights and duties
of the Trustee, shall be as provided by the Trust Indenture
Act.

(c) Every Holder of Securities, by receiving and
holding the same, agrees with the Company and the Trustee that
none of the Company, the Trustee or any agent of either of them
shall be held accountable by reason of any disclosure of infor-
mation as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703. Reports by Trustee.

(a) The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

(b) A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each
stock exchange upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the
Trustee when any Securities are listed on any stock exchange.

SECTION 704. Reports by Company.

The Company shall file with the Trustee and the Com-
mission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the

<PAGE>
-51-

Exchange Act shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission.
Delivery of such reports, information and documents to the
Trustee is for informational purposes only, and the Trustee's
receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information
contained therein, including the Company's compliance with any
of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers' Certificates).

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc. Only on Certain
Terms.

The Company shall not consolidate with or merge into
any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and the
Company shall not permit any Person to consolidate with or
merge into the Company or convey, transfer or lease its proper-
ties and assets substantially as an entirety to the Company,
unless:

(1) in case the Company shall consolidate with or
merge into another Person or convey, transfer or lease its
properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties
and assets of the Company substantially as an entirety
shall be a corporation, partnership or trust, shall be
organized and validly existing under the laws of the
United States of America, any State thereof or the Dis-
trict of Columbia and shall expressly assume, by an inden-
ture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee,
the due and punctual payment of the principal of and
interest (including any Additional Interest) on all the
Securities and the performance or observance of every
covenant of this Indenture, any Trust Agreement, any Par-
ent Guarantee and any Expense Agreement on the part of the
Company to be performed or observed;

<PAGE>
-52-

(2) immediately after giving effect to such transac-
tion and treating any indebtedness which becomes an obli-
gation of the Company or a Subsidiary as a result of such
transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have hap-
pened and be continuing;

(3) such consolidation or merger or conveyance,
transfer or lease of properties or assets of the Company
does not give rise to any breach or violation of, any
Trust Agreement or any Parent Guarantee; and

(4) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supple-
mental indenture comply with this Article and that all
conditions precedent herein provided for relating to such
transaction have been complied with.

SECTION 802. Successor Substituted.

Upon any consolidation of the Company with, or merger
of the Company into, any other Person or any conveyance, trans-
fer or lease of the properties and assets of the Company sub-
stantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or
lease 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 Person had
been named as the Company herein, and thereafter, except in the
case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the
Securities.

<PAGE>
-53-

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of
Holders.

Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:

(1) to evidence the succession of another Person to
the Company and the assumption by any such successor of
the covenants of the Company herein and in the Securities;

(2) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities
(and if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of
such series) or to surrender any right or power herein or
in the Securities conferred upon the Company;

(3) to cure any ambiguity or to correct any provi-
sion herein which may be defective or inconsistent with
any other provision herein;

(4) to comply with the requirements of the Commis-
sion in order to effect or maintain the qualification of
this Indenture under the Trust Indenture Act, as contem-
plated by Section 905 or otherwise;

(5) to evidence and provide for the acceptance of
the appointment of a successor Trustee with respect to the
Securities of one or more series hereunder and to add to
or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administra-
tion of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611;

(6) to establish the form or terms of Securities of
any series as permitted by Sections 201 and 301; or

(7) to make any other change that does not adversely
affect the rights of any Holder.

<PAGE>
-54-

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of
each series affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Com-
pany, when authorized by a Board Resolution, and the Trustee
may 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 modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, how-
ever, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected
thereby,

(1) change the Stated Maturity of the principal of,
or any installment of interest (including any Additional
Interest) on, any Security, or reduce the principal amount
thereof or the rate of interest thereon, or change the
place of payment where, or the coin or currency in which,
any Security or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date),
or modify the provisions of this Indenture with respect to
the subordination of the Securities in a manner adverse to
the Holders,

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture,
or the consent of whose Holders if required for any waiver
(of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) pro-
vided for in this Indenture, or

(3) modify any of the provisions of this Section,
Section 513 or Section 1005, except to increase any such
percentage (referred to in clause (2), above) or to pro-
vide that certain other provisions of this Indenture can-
not be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby;

provided, that, so long as any of the Preferred Securities
remain outstanding, no such amendment shall be made that
adversely affects the holders of the Preferred Securities and

<PAGE>
-55-

no waiver of any Event of Default or compliance with any cove-
nant under this Indenture shall be effective, without the prior
consent of the holders of at least a majority of the aggregate
liquidation amount of the outstanding Preferred Securities
unless and until the Securities and all accrued and unpaid
interest (including any Additional Interest) thereon have been
paid in full.

A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more
particular series of Securities, or which modifies the rights
of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities of
any other series.

It shall not be necessary for any Act of Holders
under this Section to approve the particular form of any pro-
posed supplemental indenture, but it shall be sufficient if
such Act shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts cre-
ated by, any supplemental indenture permitted by this Article
or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (sub-
ject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such sup-
plemental indenture is authorized or permitted by this Inden-
ture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trust-
ee's own rights, duties or immunities under this Indenture or
otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accor-
dance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and deliv-
ered hereunder shall be bound thereby.

<PAGE>
-56-

SECTION 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to
this Article shall conform to the requirements of the Trust
Indenture Act.

SECTION 906. Reference in Securities to Supplemental
Indentures.

Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to
this Article may bear a notation in form approved by the Trus-
tee as to any matter provided for in such supplemental inden-
ture. If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be pre-
pared and executed by the Company and authenticated and deliv-
ered by the Trustee in exchange for Outstanding Securities of
such series.

ARTICLE TEN

COVENANTS; REPRESENTATIONS AND WARRANTIES

SECTION 1001. Payment of Principal and Interest.

The Company will duly and punctually pay the princi-
pal of and interest on the Securities of each series in accor-
dance with the terms of the Securities and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

The Company will maintain in the United States an
office or agency for each series of Securities where Securities
of that series may be presented or surrendered for payment,
where Securities of that series may be surrendered for regis-
tration of transfer or exchange, where Securities of that
series may be surrendered for conversion and where notices and
demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of

<PAGE>
-57-

the Trustee, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices
and demands.

The Company may also from time to time designate one
or more other offices or agencies (in the United States) where
the securities of one or more series may be presented or sur-
rendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such des-
ignation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the United
States for each series of Securities for such purposes. The
Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the loca-
tion of any such other office or agency.

SECTION 1003. Money for Payments on Securities to Be Held in
Trust.

If the Company shall at any time act as its own Pay-
ing Agent with respect to any series of Securities, it will, on
or at the option of the Company before each due date of the
principal of or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Per-
sons entitled thereto a sum sufficient to pay the principal or
interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, prior to 12:00
noon, New York time, on each due date of the principal of or
interest on any Securities of that series, deposit with a Pay-
ing Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any
series of Securities other than the Trustee or the Company to
execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the pro-
visions of this Section 1003, that such Paying Agent will (i)
comply with the provisions of the Trust Indenture Act appli-
cable to it as a Paying Agent and (ii) during the continuance
of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in

<PAGE>
-58-

respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent as such.

The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or
for any other purpose, pay, or by Company Order direct any Pay-
ing Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trus-
tee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such pay-
ment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of
the principal of or interest on any Security of any series and
remaining unclaimed for two years after such principal or
interest has become due and payable shall be paid to the Com-
pany on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall
thereupon cease.

The Trustee and the Paying Agent shall promptly pay
to the Company upon request any excess money or securities held
by them at any time.

SECTION 1004. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120
days after the end of each fiscal year of the Company ending
after the date hereof, an Officers' Certificate, stating
whether or not to the best knowledge of the signers thereof the
Company is in default in the performance and observance of any
of the material terms, provisions and conditions of this Inden-
ture (without regard to any period of grace or requirement of
notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

<PAGE>
-59-

SECTION 1005. Additional Covenants.

The Company covenants and agrees for the benefit of
the Holders of Securities of each series that it will not
declare or pay any dividends or distributions (other than divi-
dends or distributions in common stock of the Company or other
securities, including other securities ranking junior in right
of payment to the Securities of such series), on, or redeem,
purchase, acquire or make a liquidation payment with respect
to, any of its capital stock or any security ranking pari passu
with or junior in right of payment to the Securities of such
series, or make any guarantee payments with respect to the
foregoing (other than pro rata payments under the Parent Guar-
antee and any similar Parent Guarantees issued by the Company
on behalf of the holders of Preferred Securities issued by any
issuer holding Securities) or repurchase, or cause any of the
Subsidiaries to repurchase, any securities of the Company rank-
ing pari passu with or junior in right of payment to the Secu-
rities of such series (except for payments made on any series
of Securities upon the stated maturity of such Securities);
provided that Western Resources may redeem, purchase, acquire
or make a liquidation payment with respect to any of its capi-
tal stock, make any guarantee payment with respect to the fore-
going or repurchase, or cause any of its subsidiaries to repur-
chase, any security of Western Resources ranking pari passu
with or junior in right of payment to the Securities of such
series with securities (or the proceeds from the issuance of
securities) having no higher ranking than the capital stock or
the other securities which are to be redeemed, purchased,
acquired, with respect to which a liquidation payment is to be
made, to which a guarantee payment is to be made with respect
to the foregoing or which are to be repurchased; if at such
time (i) there shall have occurred any event of which the Com-
pany has actual knowledge that (a) with the giving of notice or
the lapse of time or both, would constitute an Event of Default
hereunder with respect to Securities of such series and
(b) which the Company shall not have taken reasonable steps to
cure, (ii) the Company shall be in default with respect to its
payment of any obligations under a Parent Guarantee relating to
the Preferred Securities of the Trust corresponding to which
the Securities of such series have been issued or (iii) the
Company shall have given notice of its selection of an Exten-
sion Period as provided herein with respect to Securities of
such series and such period, or any extension thereof, shall
have commenced and be continuing.

<PAGE>
-60-

The Company also covenants, for the benefit of the
Holders of Securities of each series, (i) to maintain 100% own-
ership of the Common Securities of the Trust to which the Secu-
rities of such series have been issued; provided, however, that
any permitted successor of the Company hereunder may succeed to
the Company's ownership of such Common Securities, (ii) not to
voluntarily dissolve, wind up or terminate such Trust, except
in connection with a distribution of the Securities of such
series to the holders of the corresponding Preferred Securities
in liquidation of such Trust or in connection with certain
mergers, consolidations or amalgamations permitted by the Trust
Agreement relating to such Trust and (iii) to use its reason-
able efforts, consistent with the terms and provisions of such
Trust Agreement, to cause such Trust to remain a business trust
and not to be classified as an association taxable as a corpo-
ration for United States Federal income tax purposes.

ARTICLE ELEVEN

SUBORDINATION OF SECURITIES

SECTION 1101. Securities Subordinate to Senior Indebtedness.

The Company covenants and agrees, and each Holder of
a Security, by such Holder's acceptance thereof, likewise cove-
nants and agrees that, notwithstanding anything to the contrary
contained herein, to the extent and in the manner hereinafter
set forth in this Article, the indebtedness represented by the
Securities and the payment of the principal of and premium, if
any, and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to
the prior payment in full in cash or cash equivalents of all
Senior Indebtedness (including any interest accruing after the
occurrence of an Event of Default under Section 501(4) or (5)).

SECTION 1102. Payment Over of Proceeds upon Dissolution, etc.

In the event of (a) any insolvency or bankruptcy case
or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith,
relative to the Company or to its creditors, as such, or to its
assets, or (b) any liquidation, dissolution or other winding up
of the Company, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (c) any assignment
for the benefit of creditors or any other marshalling of assets
and liabilities of the Company, then and in any such event:

<PAGE>
-61-

(1) the holders of Senior Indebtedness shall be
entitled to receive payment in full in cash or cash equiv-
alents of all amounts due or to become due on or in
respect of all Senior Indebtedness, or provision shall be
made for such payment in cash or cash equivalents, before
the Holders of the Securities are entitled to receive any
payment on account of principal of (or premium, if any) or
interest on the Securities; and

(2) any payment or distribution of assets of the
Company of any kind or character, whether in cash, prop-
erty or securities, by set-off or otherwise, to which the
Holders or the Trustee would be entitled but for the pro-
visions of this Article Eleven, including any such payment
or distribution which may be payable or deliverable by
reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Securi-
ties (except, so long as the effect of this parenthetical
clause is not to cause the Securities to be treated in any
case or proceeding or similar event described in Subsec-
tion (a), (b) or (c) of this Section 1102 as part of the
same class of claims as the Senior Indebtedness or any
class of claims on a parity with or senior to the Senior
Indebtedness, for any such payment or distribution of
securities which (i) are unsecured, (ii) have an average
life and final maturity no shorter than the average life
and final maturity of the Securities and (iii) are subor-
dinated, to at least the same extent as the Securities, to
the payment of all Senior Indebtedness then outstanding),
shall be paid by the liquidating trustee or agent or other
person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebted-
ness or their Representative or Representatives or to the
trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may
have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the principal of,
and premium, if any, and interest on, and other amounts
due on or in connection with, the Senior Indebtedness to
the extent necessary to make payment in full in cash or
cash equivalents of all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness;
and

<PAGE>
-62-

(3) in the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of
any Security shall have received any such payment or dis-
tribution of assets of the Company of any kind or char-
acter, whether in cash, property or securities, including
any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebt-
edness of the Company being subordinated to the payment of
the Securities, before all Senior Indebtedness is paid in
full or payment thereof provided for, then and in such
event such payment or distribution shall be paid over or
delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets
of the Company for application to the payment of all
Senior Indebtedness remaining unpaid to the extent neces-
sary to pay all Senior Indebtedness in full in cash or
cash equivalents, after giving effect to any concurrent
payment or distribution to or for the holders of Senior
Indebtedness.

The consolidation of the Company with, or the merger
of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance, transfer
or lease of its properties and assets substantially as an
entirety to another corporation upon the terms and conditions
set forth in Article Eight shall not be deemed a dissolution,
winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities
of the Company for the purposes of this Section 1102 if the
corporation formed by such consolidation or into which the Com-
pany is merged or the corporation which acquires by conveyance,
transfer or lease such properties and assets substantially as
an entirety, as the case may be, shall, as a part of such con-
solidation, merger, conveyance, transfer or lease, comply with
the conditions set forth in Article Eight.

SECTION 1103. No Payment When Senior Indebtedness in Default.

(i) In the event of and during the continuation of
any default in the payment of principal of (or premium, if any)
or interest on any Senior Indebtedness or (ii) in the event
that any other event of default with respect to any Senior
Indebtedness shall have occurred and be continuing and shall
have resulted in such Senior Indebtedness becoming or being
declared due and payable prior to the date on which it would
otherwise have become due and payable, then no payment shall be

<PAGE>
-63-

made by the Company on account of the principal of (or premium,
if any) or interest on the Securities or on account of the pur-
chase or redemption or other acquisition of Securities unless
and until such payment default shall have been cured or waived
or shall have ceased to exist or such acceleration shall have
been rescinded or annulled or the holders of such Senior
Indebtedness or their agents have waived the benefits of this
Section.

In the event that, notwithstanding the foregoing, the
Company shall make any payment to the Trustee or the Holder of
any Security prohibited by the foregoing provisions of this
Section, then and in such event such payment shall be received
and held in trust for the holders of Senior Indebtedness and
shall be paid over or delivered to the Representative of Senior
Indebtedness then outstanding to the extent necessary to pay in
full in cash or cash equivalents all Senior Indebtedness.

The provisions of this Section shall not apply to any
payment with respect to which Section 1102 would be applicable.

SECTION 1104. Payment Permitted if No Default.

Nothing contained in this Article or elsewhere in
this Indenture or in any of the Securities shall prevent the
Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of
assets and liabilities of the Company referred to in Section
1102 or under the conditions described in Section 1103, from
making payments at any time of principal of (and premium, if
any) or interest on the Securities.

SECTION 1105. Subrogation to Rights of Holders of Senior
Indebtedness.

Subject to the payment in full of all Senior Indebt-
edness, the Holders of the Securities shall be subrogated
(equally and ratably with the holders of all indebtedness of
the Company which by its express terms is subordinated to
Senior Indebtedness of the Company to the same extent as the
Securities are subordinated and which is entitled to like
rights of subrogation) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebt-
edness until the principal of (and premium, if any) and inter-
est on the Securities shall be paid in full. For purposes of

<PAGE>
-64-

such subrogation, no payments or distributions to the holders
of Senior Indebtedness of any cash, property or securities to
which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no pay-
ments over pursuant to the provisions of this Article to the
holders of Senior Indebtedness by Holders of the Securities or
the Trustee, shall, as among the Company, its creditors other
than holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.

SECTION 1106. Provisions Solely to Define Relative Rights.

The provisions of this Article are and are intended
solely for the purpose of defining the relative rights of the
Holders of the Securities on the one hand and the holders of
Senior Indebtedness on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securi-
ties is intended to or shall (a) impair, as among the Company,
its creditors other than holders of Senior Indebtedness and the
Holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest
on the Securities as and when the same shall become due and
payable in accordance with their terms; or (b) affect the rela-
tive rights against the Company of the Holders of the Securi-
ties and creditors of the Company other than the holders of
Senior Indebtedness; or (c) prevent the Trustee or the Holder
of any Security from exercising all remedies otherwise permit-
ted by applicable law upon default under this Indenture, sub-
ject to the express limitations set forth in Article Five and
to the rights, if any, under this Article of the holders of
Senior Indebtedness (1) in any case, proceeding, dissolution,
liquidation or other winding up, assignment for the benefit of
creditors or other marshalling of assets and liabilities of the
Company referred to in Section 1102, to receive, pursuant to
and in accordance with such Section, cash, property and securi-
ties otherwise payable or deliverable to the Trustee or such
Holder, or (2) under the conditions specified in Section 1103,
to prevent any payment prohibited by such Section.

SECTION 1107. Trustee to Effectuate Subordination.

Each Holder of a Security by such Holder's acceptance
thereof authorizes and directs the Trustee on such Holder's
behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article and

<PAGE>
-65-

appoints the Trustee his attorney-in-fact for any and all such
purposes.

With respect to the holders of Senior Indebtedness,
the Trustee undertakes to perform or to observe only such of
its covenants and obligations as are specifically set forth in
this Article Eleven, and no implied covenants or obligations
with respect to the holders of Senior Indebtedness shall be
read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and, subject to the provisions of Section
601, the Trustee shall not be liable to any holder of Senior
Indebtedness if it shall pay over or deliver to holders of
Securities, the Company or any other Person money or assets to
which any holder of Senior Indebtedness shall be entitled by
virtue of this Article Eleven or otherwise.

SECTION 1108. No Waiver of Subordination Provisions.

No right of any present or future holder of any
Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or any
non-compliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Indebtedness may, at
any time and from time to time, without the consent of or
notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and
without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of the
Securities to the holders of Senior Indebtedness, do any one or
more of the following: (a) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter,
Senior Indebtedness or any instrument evidencing the same or
any agreement under which Senior Indebtedness is outstanding;
(b) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness;
(c) release any Person liable in any manner for the collection
of Senior Indebtedness; and (d) exercise or refrain from exer-
cising any rights against the Company and any other Person.

<PAGE>
-66-

SECTION 1109. Notice to Trustee.

The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit
the making of any payment to or by the Trustee in respect of
the Securities. Notwithstanding the provisions of this Article
or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which
would prohibit the making of any payments to or by the Trustee
in respect of the Securities, unless and until the Trustee
shall have received written notice thereof at the Corporate
Trust Office of the Trustee from the Company or a holder of
Senior Indebtedness or from any trustee, fiduciary or agent
therefore; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 602,
shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 1109 at least
three Business Days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of (and pre-
mium, if any) or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and
to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the con-
trary which may be received by it within three Business Days
prior to such date. Nothing in this Section 1109 shall limit
the right of the holders of Senior Indebtedness to recover pay-
ments as contemplated by Sections 1102 and 1103.

Subject to the provisions of Section 602, the Trustee
shall be entitled to rely on the delivery to it of a written
notice by a Person representing such Person to be a holder of
Senior Indebtedness (or a trustee, fiduciary or agent therefor)
to establish that such notice has been given by a holder of
Senior Indebtedness (or a trustee, fiduciary or agent there-
for). In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of
any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article, the Trus-
tee may request such Person to furnish evidence to the reason-
able satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Per-
son is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person
under this Article, and if such evidence is not furnished, the

<PAGE>
-67-

Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such
payment.

SECTION 1110. Reliance on Judicial Order or Certificate of
Liquidating Agent.

Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, subject to
the provisions of Section 602, and the Holders of the Securi-
ties shall be entitled to rely upon any order or decree entered
by any court of competent jurisdiction in which such insol-
vency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pend-
ing, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distri-
bution, delivered to the Trustee or to the Holders of Securi-
ties, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or
to this Article.

SECTION 1111. Rights of Trustee as a Holder of Senior Indebt-
edness; Preservation of Trustee's Rights.

The Trustee in its individual capacity shall be enti-
tled to all the rights set forth in this Article with respect
to any Senior Indebtedness which may at any time be held by it,
to the same extent as any other holder of Senior Indebtedness,
and nothing in this Indenture shall deprive the Trustee of any
of its rights as such holder.

Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.

SECTION 1112. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the
Trustee shall have been appointed by the Company and be then
acting hereunder, the term "Trustee" as used in this Article
shall in such case (unless the context otherwise requires) be
construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if
such Paying Agent were named in this Article in addition to or

<PAGE>
-68-

in place of the Trustee; provided, however, that (i) Section
1111 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent and
(ii) any notice required by this Article Eleven to be given by
the holders of, or a Representative for, Senior Indebtedness
need only be given to the Trustee and not to any Paying Agent.

ARTICLE TWELVE

REDEMPTION OF SECURITIES

SECTION 1201. Applicability of Article.

Securities of any series which are redeemable before
their stated maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated
by Section 301 for such Securities) in accordance with this
Article.

SECTION 1202. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities
pursuant to Section 1201 shall be evidenced by a Board Resolu-
tion or in another manner specified as contemplated by
Section 301 for such Securities. In case of any redemption at
the election of the Company, the Company shall, at least 30
days and no more than 90 days prior to the Redemption Date
fixed by the Company, notify the Trustee of such Redemption
Date and of the principal amount of Securities to be redeemed
and provide a copy of the notice of redemption given to Holders
of Securities to be redeemed pursuant to Section 1204.

SECTION 1203. Selection by Trustee of Securities to Be
Redeemed.

If less then all the Securities of any series are to
be redeemed (unless such redemption affects only a single Secu-
rity), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method (including pro
rata or by lot) as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of por-
tions (equal to $25 or any integral multiple thereof) of the
principal amount of the Securities of such series.

<PAGE>
-69-

The Trustee shall promptly notify the Company in
writing of the Securities selected for redemption as aforesaid
and, in case of any Securities selected for partial redemption
as aforesaid, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall
not apply with respect to any redemption affecting only a sin-
gle Security, whether such Security is to be redeemed in whole
or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security
shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the con-
text otherwise requires, all provisions relating to the redemp-
tion of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be
redeemed.

SECTION 1204. Notice of Redemption.

Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 90
days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at his address appearing in the Securities Reg-
ister. If at the time of mailing of any notice of redemption
the Company shall not have deposited with the Trustee (and/or
irrevocably directed the Trustee to apply, from money held by
it available to be used for the redemption of Securities) an
amount in cash sufficient to redeem all of the Securities to be
redeemed, including accrued interest to such Redemption Date,
such notice shall state that the proposed redemption to which
such notice relates is subject to the deposit of such amount
with the Trustee on or before the Redemption Date.

All notices of redemption shall identify the Securi-
ties to be redeemed (including CUSIP number) and shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of
any series consisting of more than a single Security are
to be redeemed, the identification (and, in the case of
the partial redemption of any such Securities, the

<PAGE>
-70-

principal amounts) of the particular Securities to be
redeemed and, if less than all the Outstanding Securities
of any series consisting of a single Security are to be
redeemed, the principal amount of the particular Security
to be redeemed,

(4) that on the Redemption Date the Redemption Price
will become due and payable upon each such Security to be
redeemed and that interest thereon will cease to accrue on
and after said date, and

(5) the place or placement where such Securities are
to be surrendered for payment of the Redemption Price.

Notice of redemption of Securities to be redeemed at
the election of the Company shall be given by the Company or,
at the Company's request, by the Trustee in the name and at the
expense of the Company.

SECTION 1205. Deposit of Redemption Price.

Prior to 12:00 noon, New York time, on any Redemption
Date, the Company shall deposit with the Trustee or with a Pay-
ing Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, all the Securities which are to be
redeemed on that date.

SECTION 1206. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid
and the Company having on or before the Redemption Date depos-
ited with the Trustee (and/or having irrevocably directed the
Trustee to apply, from money held by it available to be used
for the redemption of Securities) an amount in cash sufficient
to redeem all of the Securities to be redeemed, the Securities
so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and
after such date, such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accor-
dance with said notice, such Security shall be paid by the Com-
pany at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one

<PAGE>
-71-

or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their
terms and the provisions of Section 307.

If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, such Security shall
remain outstanding and shall, until paid, bear interest from
the Redemption Date at the rate borne by the Security.

SECTION 1207. Securities Redeemed in Part.

Any Security which is to be redeemed only in part
shall be surrendered at a place of payment therefor (with, if
the Company or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or
such Holder's attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge,
a new Security or Securities, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal
of the Security so surrendered.

_________________

<PAGE>

This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together consti-
tute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, and their respective corpo-
rate seals to be hereunto affixed and attested, all as of the
day and year first above written.

WESTERN RESOURCES, INC.

By:____________________________
Name:
Title:

Attest:

___________________________

By:____________________________
Name:
Title:

Attest:

___________________________

<PAGE>

STATE OF _________)
) ss.:
COUNTY OF ________)

On the ____ day of ________, 1995, before me person-
ally came ________, to me known, who, being by me duly sworn,
did depose and say that he/she is the ________ of Western
Resources, Inc., one of the corporations described in and which
executed the foregoing instrument; and that he/she signed
his/her name thereto by authority of the Board of Directors of
such corporation.

______________________________

WESTERN RESOURCES, INC.

TRUSTEE

____________________

________ SUPPLEMENTAL INDENTURE

Dated as of ______________, 199_

INDENTURE

Dated as of ______________, 199_

_____________________

____% Deferrable Interest Subordinated
Debentures, Series ____, Due ____

<PAGE>
______ SUPPLEMENTAL INDENTURE, dated as of
, 199 (the "______ Supplemental Indenture"), between
Western Resources, Inc., a Kansas corporation (the "Company"),
and , as trustee (the "Trustee")
under the Indenture, dated as of , 199 , from the
Company to the Trustee (the "Indenture").

WHEREAS, the Company has executed and delivered the
Indenture to the Trustee in order to provide for the future
issuance of its subordinated debentures (the "Securities"),
such Securities to be issued from time to time in one or more
series as may be determined by the Company under the Indenture,
in an unlimited aggregate principal amount that may be authen-
ticated and delivered thereunder as provided in the Indenture;

WHEREAS, Western Resources Capital [ ] (the
"Series [ ] Trust") may pursuant to the Underwriting Agreement
dated , 199 among the Company, the Series [ ] Trust
and the Underwriters named therein issue $ aggregate
liquidation preference of its % Cumulative Quarterly Income
Preferred Securities, Series [ ] (the "Series [ ] Preferred
Securities") with a liquidation amount of $25 per Series [ ]
Preferred Security;

WHEREAS, the Company is guaranteeing (the "Parent
Guarantee") the payment of distributions on the Series [ ]
Preferred Securities, the payment of the Redemption Price and
the payment on liquidation with respect to the Series [ ] Pre-
ferred Securities, to the extent provided in the Guarantee
Agreement, of even date herewith between the Company and
, as guarantee trustee for the benefit of the
holders of the Series [ ] Preferred Securities;

WHEREAS, the Company wishes to sell to the Series
[ ] Trust, and the Series [ ] Trust wishes to purchase from
the Company, Series [ ] Securities (as defined below) in an
aggregate principal amount equal to $ , and in satis-
faction of the purchase price for such Series [ ] Securities,
the administrative trustees of the Series [ ] Trust, on behalf
of the Series [ ] Trust, wish to (i) execute and deliver to
the Company Common Securities certificates evidencing an owner-
ship interest in the Series [ ] Trust, registered in the name
of the Company, having an aggregate liquidation amount of
$ and (ii) deliver to the Company the sum of
$ ;

WHEREAS, the Company has duly authorized the creation
of an issue of its % Deferrable Interest Subordinated Deben-
tures, Series [ ], Due (the "Series [ ] Securities"), of
the tenor and amount hereinafter set forth, and to provide

<PAGE>
-2-

therefor the Company has duly authorized the execution and
delivery of this ______ Supplemental Indenture; and

WHEREAS, all things necessary to make the Securities,
when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid obligations
of the Company, and to make this ______ Supplemental Indenture
a valid agreement of the Company, each in accordance with their
terms, have been done.

NOW, THEREFORE, THIS _______ SUPPLEMENTAL INDENTURE
WITNESSETH:

For and in consideration of the premises and the pur-
chase of the Series [ ] Securities by the Holders thereof, it
is mutually agreed, for the equal and proportionate benefit of
all Holders of the Series [ ] Securities as follows:

ARTICLE ONE

GENERAL TERMS OF THE SERIES [ ] SECURITIES

SECTION 101. Title; Stated Maturity; Interest.

The aggregate principal amount of Securities which
may be authenticated and delivered under this ______ Supplemen-
tal Indenture is limited to $ except for Securities
authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Securities pursuant to
Section 303, 304, 305, 306, 906 or 1207 of the Indenture.

The Securities shall be known and designated as the
" % Deferrable Interest Subordinated Debentures, Series [ ]
due " of the Company. Their Stated Maturity shall be
, , and they shall bear interest at the rate of
% per annum, from , 199_ or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, payable quarterly (subject to
deferral as set forth herein), in arrears, on March 31, June
30, September 30 and December 31 of each year, commencing
, 199 until the principal thereof is paid or made
available for payment. Additional Interest Attributable to
Deferral will compound quarterly and will accrue at the rate of
% per annum on any interest installment in arrears for more
than one quarter or during an extension of an interest payment
period as set forth below. In the event that any date on which

<PAGE>
-3-

interest is payable on the Securities is not a Business Day,
then a payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day except
that, if such Business Day is in the next succeeding calendar
year, such Interest Payment Date shall be the immediately pre-
ceding Business Day (and without any interest or other payment
in respect of any such delay).

The Company shall have the right, at any time while
any Series [ ] Securities are outstanding, from time to time
to extend the interest payment period thereon for up to 20 con-
secutive quarters (the "Extension Period") during which period
interest will compound quarterly and the Company shall have the
right to make partial payments of interest on any Interest Pay-
ment Date, and at the end of which Extension Period the Company
shall pay all interest then accrued and unpaid thereon
(together with Additional Interest Attributable to Deferral at
the rate specified for the Series [ ] Securities to the extent
permitted by applicable law); provided that the Company shall
not defer the interest payment period with respect to Addi-
tional Interest Attributable to Taxes and shall make payment
thereof on the relevant Interest Payment Date; provided further
that during any such Extension Period, the Company shall not
declare or pay any dividends or distributions (other than divi-
dends or distributions in common stock of the Company or other
securities, including other securities ranking junior in right
of payment to the Series [ ] Securities) on, or redeem, pur-
chase, acquire or make a liquidation payment with respect to,
any of its capital stock or any security ranking pari passu
with or junior in right of payment to the Series [ ] Securi-
ties, or make any guarantee payment with respect to the fore-
going (other than pro rata payments under the Parent Guarantee
and any similar Parent Guarantees issued by the Company on
behalf of the holders of Preferred Securities issued by any
issuer holding Securities) or repurchase, or cause any of its
Subsidiaries to repurchase, any security of the Company ranking
pari passu with or junior in right of payment to the Series
[ ] Securities (except for payments made on any series of
Securities upon the stated maturity of such Securities); pro-
vided that Western Resources may redeem, purchase, acquire or
make a liquidation payment with respect to any of its capital
stock, make any guarantee payment with respect to the foregoing
or repurchase, or cause any of its subsidiaries to repurchase,
any security of Western Resources ranking pari passu with or
junior in right of payment to the Series [ ] Securities with

<PAGE>
-4-

securities (or the proceeds from the issuance of securities)
having no higher ranking than the capital stock or the other
securities which are to be redeemed, purchased, acquired, with
respect to which a liquidation payment is to be made, to which
a guarantee payment is to be made with respect to the foregoing
or which are to be repurchased. Prior to the termination of
any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof
shall not exceed 20 consecutive quarters or extend beyond the
Maturity of the Securities or the Redemption Date. Upon the
termination of any Extension Period and upon the payment of all
accrued and unpaid interest and any Additional Interest then
due, the Company may select a new Extension Period, subject to
the foregoing requirements. Except for Additional Interest
Attributable to Taxes, no interest shall be due and payable
during an Extension Period, except at the end thereof. The
Company shall give the Series [ ] Trust, the Administrative
Trustees of the Series [ ] Trust and the Trustee notice of its
selection of such Extension Period, subject to the above
requirements, at least one Business Day prior to the earlier of
(i) the related Interest Payment Date or (ii) the date the
Series [ ] Trust is required to give notice to the New York
Stock Exchange or other applicable self-regulatory organization
or to Holders of the Series [ ] Preferred Securities of the
record date or the date such distributions are payable, but in
any event not less than one Business Day prior to such record
date. The Trustee shall promptly notify the Holders of the
Series [ ] Preferred Securities and the Administrative Trust-
ees of the Series [ ] Trust of the Company's selection of such
an Extension Period.

The principal of and interest on the Series [ ]
Securities shall be payable at the office or agency of the Com-
pany in the United States maintained for such purpose and at
any other office or agency maintained by the Company for such
purpose in such coin or currency of the United States of Amer-
ica 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 (i) by
check mailed to the address of the Person entitled thereto as
such address shall appear in the Securities Register or (ii) by
wire transfer in immediately available funds at such place and
to such account as may be designated by the Person entitled
thereto as specified in the Securities Register; provided fur-
ther, that for so long as any Series [ ] Security is regis-
tered in the name of the Property Trustee, payment of principal

<PAGE>
-5-

(including Redemption Price and interest) shall be made by wire
transfer in immediately available funds at such place and to
such account as may be designated by the Property Trustee.

The Series [ ] Securities shall be subordinated in
right of payment to Senior Indebtedness as provided in Article
Eleven of the Indenture. The Series [ ] Securities shall be
pari passu with the Parent Guarantee.

The Series [ ] Securities shall be redeemable as pro-
vided in Article Twelve of the Indenture.

SECTION 102. Redemption.

At any time on or after , , the Company
shall have the right to redeem the Series [ ] Securities, in
whole or in part, from time to time, at a Redemption Price
equal to the principal amount of Series [ ] Securities to be
redeemed plus accrued but unpaid interest, including any Addi-
tional Interest, if any, to the Redemption Date.

If a Tax Event or an Investment Company Act Event
shall occur and be continuing, the Company shall have the
right, subject to the last sentence of the following paragraph,
to redeem the Series [ ] Securities in whole but not in part,
at a Redemption Price equal to % of the principal amount
thereof plus accrued but unpaid interest, including Additional
Interest, if any, to the Redemption Date.

For so long as the Series [ ] Trust is the Holder of
all Series [ ] Securities Outstanding, the proceeds of any
redemption described in this Section 102 shall be used by the
Series [ ] Trust to redeem Series [ ] Preferred Securities in
accordance with their terms. The Company shall not redeem the
Series [ ] Securities in part unless all accrued and unpaid
interest (including any Additional Interest) has been paid in
full on all Series [ ] Securities Outstanding for all quar-
terly interest periods terminating on or prior to the Redemp-
tion Date.

SECTION 103. Global Security.

If the Series [ ] Trust is not the sole Holder of
the Series [ ] Securities, in order to utilize a book-entry-
only system for all or any portion of the Series [ ] Securi-
ties, all or a portion of the Series [ ] Securities may be
issued in the form of one or more fully-registered Global

<PAGE>
-6-

Securities for the aggregate principal amount of such
Series [ ] Securities (the "Series [ ] Global Securities"),
which Series [ ] Global Securities shall be registerd in the
name of the Depositary selected by the Company or in the name
of such Depositary's nominee. Each Series [ ] Global Security
shall be delivered by the Trustee to the Depositary or pursuant
to the Depositary's instruction.

If an event described under Clause (2) of Section 305
of the Indenture shall occur, then this Section 103 shall no
longer be applicable to the Series [ ] Global Securities, and
the Company will execute, and the Trustee will authenticate and
deliver (subject to receipt of an Officer's Certificate evi-
dencing the Company's determination if the Company has exer-
cised its rights under Clause (2)(C) of Section 305),
Series [ ] Securities in definitive registered form without
coupons, in authorized denominations, and in an aggregate prin-
cipal amount equal to the principal amount of the Series [ ]
Global Securities in exchange for such Series [ ] Global Secu-
rities. Upon the exchange of Series [ ] Global Securities for
such Series [ ] Securities in definitive registered form, the
Series [ ] Global Securities shall be cancelled by the Trus-
tee. Such Series [ ] Securities in definitive registered form
issued in exchange for Series [ ] Global Securities pursuant
to this Section 103 shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to
instructions from its Direct or Indirect Participants or other-
wise, shall direct. The Trustee shall deliver such Series [ ]
Securities to the Persons in whose names such Series [ ] Secu-
rities are so registered.

Except as provided below, owners solely of beneficial
interests in a Series [ ] Global Security shall not be enti-
tled to receive physical delivery of Series [ ] Securities in
definitive form and will not be considered the Holders thereof
for any purpose under the Indenture.

Members of or participants in the Depositary shall
have no rights under this Supplemental Indenture or the Inden-
ture with respect to any Series [ ] Global Security held on
their behalf by the Depositary, and such Depositary or its nom-
inee, as the case may be, may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the
Holder of such Series [ ] Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written

<PAGE>
-7-

certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its members
or participants, the operation of customary practices governing
the exercise of the rights of a Holder of any Series [ ]
Security, including without limitation the granting of proxies
or other authorization of participants to give or take any
request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or
take under the Indenture.

ARTICLE TWO

FORM OF SERIES [ ] SECURITY

The Series [ ] Securities are to be in substantially
the following form:

[FORM OF FACE OF SERIES [ ] SECURITY]

WESTERN RESOURCES, INC.

% Deferrable Interest Subordinated
Debenture, Series ___, Due

No. _____________ $________
CUSIP No. ________

WESTERN RESOURCES, INC., a corporation duly organized
and existing under the laws of the State of Kansas (herein
called the "Company," which term includes any successor corpo-
ration under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ________________, or regis-
tered assigns, the principal sum of ________ DOLLARS
($________) on , and to pay interest on said
principal sum from , 199_ or from the most recent
interest payment date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears
on March 31, June 30, September 30 and December 31 of each
year, commencing , 199 , at the rate of % per
annum plus Additional Interest, if any, until the principal
hereof shall have become due and payable, and on any overdue
principal. The amount of interest payable for any period will
be computed on the basis of twelve 30-day months and a 360-day
year and, for any period shorter than a full monthly period,
shall be computed on the basis of the actual number of days

<PAGE>
-8-

elapsed in such period. In the event that any date on which
interest is payable on this Security is not a Business Day,
then a payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next suc-
ceeding calendar year, such payment shall be made on the imme-
diately preceding Business Day, in each case with the same
force and effect as if made on the date the payment was origi-
nally payable. A "Business Day" shall mean any day other than
a Saturday or a Sunday or a day on which banking institutions
in the City of New York are authorized or required by law or
executive order to remain closed or a day on which the Corpo-
rate Trust Office of the Trustee, the principal office of the
property trustee under the Trust Agreement or the principal
office of the Company is closed for business. The interest
installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities, as defined in the
Indenture) is registered at the close of business on the Regu-
lar Record Date for such interest installment, which shall be
the close of business on the Business Day next preceding such
Interest Payment Date. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

The Company shall have the right at any time during
the term of this Security, from time to time, to extend the
interest payment period of such Security for up to 20 consecu-
tive quarters (an "Extension Period"), during which period
interest will compound quarterly and the Company shall have the
right to make partial payments of interest on any Interest Pay-
ment Date, and at the end of which Extension Period the Company
shall pay all interest then accrued and unpaid (together with
Additional Interest thereon to the extent that payment of such
interest is permitted by applicable law); provided that the

<PAGE>
-9-

Company shall not defer the interest payment period with
respect to Additional Interest Attributable to Taxes; provided
further that during any such Extension Period, the Company
shall not declare or pay any dividends or distributions (other
than dividends or distributions in common stock of the Company
or other securities, including other securities ranking junior
in right of payment to the Securities) on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of
its capital stock or any security ranking pari passu with or
junior in right of payment to this Security, or make any guar-
antee payment with respect to the foregoing (other than pro
rata payments under the Parent Guarantee and any similar Parent
Guarantees issued by the Company on behalf of the holders of
Preferred Securities issued by any issuer holding Securities) or
repurchase, or cause any of its Subsidiaries to repurchase, any
security of the Company ranking pari passu with or junior in
right of payment to this Security (except for payments made on
any series of securities upon the stated maturity of such secu-
rities); provided that Western Resources may redeem, purchase,
acquire or make a liquidation payment with respect to any of
its capital stock, make any guarantee payment with respect to
the foregoing or repurchase, or cause any of its subsidiaries
to repurchase, any security of Western Resources ranking pari
passu with or junior in right of payment to this Security with
securities (or the proceeds from the issuance of securities)
having no higher ranking than the capital stock or the other
securities which are to be redeemed, purchased, acquired, with
respect to which a liquidation payment is to be made, to which
a guarantee payment is to be made with respect to the foregoing
or which are to be repurchased. Prior to the termination of
any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof
shall not exceed 20 consecutive quarters or extend beyond the
maturity of this Security. Upon the termination of any such
Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due, the Company may
select a new Extension Period, subject to the foregoing
requirements. No interest shall be due and payable during an
Extension Period except at the end thereof. The Company shall
give the Holder of this Security and the Trustee notice of its
selection of an Extension Period at least one Business Day
prior to the earlier of (i) the Interest Payment Date or
(ii) the date the Series [ ] Trust is required to give notice
to the New York Stock Exchange or other applicable

<PAGE>
-10-

self-regulatory organization or to holders of the Series [ ]
Preferred Securities of the record date or the date such dis-
tributions are payable, but in any event not less than one
Business Day prior to such record date.

Payment of the principal of and interest on this
Security will be made at the office or agency of the Company
maintained for that purpose in [ ], 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 (i) by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Securities Register or (ii) by wire transfer in
immediately available funds at such place and to such account
as may be designated by the Person entitled thereto as speci-
fied in the Securities Register.

The indebtedness evidenced by this Security is, to
the extent provided in the Indenture, subordinate and subject
in right of payment to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to the provi-
sions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the
Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee such Holder's attorney-
in-fact for any and all such purposes. Each Holder hereof, by
such Holder's acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and
in the Indenture of each holder of Senior Indebtedness, whether
now outstanding or hereafter incurred, and waives reliance by
each such Holder upon said provisions.

Reference is hereby made to the further provisions of
the Indenture summarized on the reverse hereof, which further
provisions shall for all purposes have the same effect as if
set forth at this place.

Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof
by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.

<PAGE>
-11-

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

Dated: ________, 199

WESTERN RESOURCES, INC.

By:
Name:
Title:
Attest:

________________________

FORM OF REVERSE OF SERIES [ ] SECURITY

This Security is one of a duly authorized issue of
Securities of the Company, designated as its % Deferrable
Interest Subordinated Debentures due (therein called the
"Securities"), limited in aggregate principal amount to
$ issued under an Indenture, dated as of ,
199 supplemented by a [ ] Supplemental Indenture, dated
as of , 199 (herein called the "Indenture"), between
the Company and , as Trustee (herein called
the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and such supplemental inden-
tures reference is hereby made for a statement of the respec-
tive rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

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

At any time on or after , , the Com-
pany shall have the right, subject to the terms and conditions
of Article Twelve of the Indenture, to redeem this Security at
the option of the Company, without premium or penalty, in whole
or in part, at a Redemption Price equal to % of the princi-
pal amount to be redeemed plus accrued but unpaid interest,
including Additional Interest, if any, to the Redemption Date.

<PAGE>
-12-

If a Tax Event or an Investment Company Event (as defined in
the Indenture) shall occur and be continuing, the Company shall
have the right, subject to the terms and conditions of Article
Twelve of the Indenture, to redeem this Security at the option
of the Company, without premium or penalty, in whole but not in
part, at a Redemption Price equal to % of the principal
amount thereof plus accrued but unpaid interest, including
Additional Interest, if any, to the Redemption Date. Any
redemption pursuant to this paragraph will be made upon not
less than 30 nor more than 90 days' notice, at the Redemption
Price. If the Securities are only partially redeemed by the
Company, the Securities will be redeemed pro rata, by lot or in
such other manner as the Trustee shall deem appropriate and
fair in its discretion and that may provide for the selection
of a portion or portions (equal to U.S. dollars
($ ) or any integral multiple thereof) of the principal amount
of any Security.

In the event of the redemption of this Security in
part only, a new Security or Securities for the unredeemed por-
tion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.

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

The Indenture contains provisions for satisfaction
and discharge at any time of the entire indebtedness of this
Security upon compliance by the Company with certain conditions
set forth in the Indenture.

The Indenture contains provisions permitting the Com-
pany and the Trustee, with the consent of Holders of the Secu-
rities of each series to be affected of not less than a major-
ity in principal amount of the Outstanding Securities of such
series, to modify the Indenture in a manner affecting the
rights of the Holders of the Securities of such series; pro-
vided that no such modification may, without the consent of the
Holder of each Outstanding Security affected thereby,
(i) extend the fixed maturity of the Securities, or reduce the
principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable
upon the redemption thereof, or (ii) reduce the percentage of
principal amount of the Securities, the Holders of which are

<PAGE>
-13-

required to consent to any such modification of the Indenture.
The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security 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 Security.

No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Security at the
times, place and rate, 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 Security is
registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency
of the Company [ ] duly endorsed by, or accompa-
nied by a written instrument of transfer in form satisfactory
to the Company and the Securities Registrar duly executed by,
the Holder hereof or the Holder's attorney thereunto duly
authorized in writing, and thereupon one or more new Securi-
ties, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee
or transferees. 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 Security for regis-
tration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all pur-
poses, whether or not this Security shall be overdue, and none
of the Company, the Trustee or any such agent shall be affected
by notice to the contrary.

The Securities are issuable only in registered form
without coupons in denominations of $25 and any integral

<PAGE>
-14-

multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities are exchange-
able for a like aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder
surrendering the same.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

SECTION 301. Definitions of Terms.

Except as otherwise expressly provided in this ______
Supplemental Indenture or in the form of Series [ ] Security
otherwise clearly required by the context hereof or thereof,
all terms used herein that are defined in the Indenture shall
have the meanings assigned to them therein.

SECTION 302. Ratification of Indenture.

The Indenture, as supplemented by this ______ Supple-
mental Indenture, is in all respects ratified and confirmed,
and this ______ Supplemental Indenture shall be deemed part of
the Indenture in the manner and to the extent herein and
therein provided.

SECTION 303. Recitals.

The recitals herein contained are made by the Company
and not by the Trustee, and the Trustee assumes no responsibil-
ity for the correctness thereof. The Trustee makes no repre-
sentation as to the validity or sufficiency of this ______ Sup-
plemental Indenture.

SECTION 304. Counterparts.

This ______ Supplemental 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.

<PAGE>
-15-

IN WITNESS WHEREOF, the parties hereto have caused
this ______ Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, on the date or dates indicated in the acknowledgments
and as of the day and year first above written.

WESTERN RESOURCES, INC.

Attest:

____________________________
Secretary

,
as Trustee

Attest:

____________________________

GUARANTEE AGREEMENT

Between

Western Resources, Inc.
(as Guarantor)

and

__________________________
(as Trustee)

dated as of

___________________, 199

<PAGE>

CROSS-REFERENCE TABLE 1

Section of Section of
Trust Indenture Act Guararantee
of 1939, as amended Agreement

310(a) ............................. 4.1(a)
310(b) ............................. 4.1(c), 2.8
310(c) ............................. Inapplicable
311(a) ............................. 2.2(b)
311(b) ............................. 2.2(b)
311(c) ............................. Inapplicable
312(a) ............................. 2.2(a)
312(b) ............................. 2.2(b)
313 ................................ 2.3
314(a) ............................. 2.4
314(b) ............................. Inapplicable
314(c) ............................. 2.5
314(d) ............................. Inapplicable
314(e) ............................. 1.1, 2.5, 3.2
314(f) ............................. 2.1, 3.2
315(a) ............................. 3.1(d)
315(b) ............................. 2.7
315(c) ............................. 3.1
315(d) ............................. 3.1(d)
316(a) ............................. 5.4(a), 2.6
316(b) ............................. 5.3
316(c) ............................. 2.2
317(a) ............................. Inapplicable
317(b) ............................. Inapplicable
318(a) ............................. 2.1(b)
318(b) ............................. 2.1
318(c) ............................. 2.1(a)

___________________
1 This Cross-Reference Table does not constitute part of this Guarantee
Agreement and shall not affect the interpretation of any of its terms
or provisions.

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

SECTION 1.1. Definitions .......................................... 2

ARTICLE 2

TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application ..................... 5
SECTION 2.2. Lists of Holders of Securities ....................... 5
SECTION 2.3. Reports by the Trustee ............................... 5
SECTION 2.4. Periodic Reports to Trustee .......................... 6
SECTION 2.5. Evidence of Compliance with Conditions
Precedent ...................................... 6
SECTION 2.6. Events of Default; Waiver ............................ 6
SECTION 2.7. Event of Default; Notice ............................. 6
SECTION 2.8. Conflicting Interests ................................ 7

ARTICLE 3

POWERS, DUTIES AND RIGHTS OF TRUSTEE

SECTION 3.1. Powers and Duties of the Trustee ..................... 7
SECTION 3.2. Certain Rights of Trustee ............................ 9

ARTICLE 4

TRUSTEE

SECTION 4.1. Trustee; Eligibility ................................. 11
SECTION 4.2. Appointment, Removal and Resignation of
Trustee ........................................ 11

ARTICLE 5

GUARANTEE

SECTION 5.1. Guarantee ............................................ 12
SECTION 5.2. Waiver of Notice and Demand .......................... 12

-i-

<PAGE>
Page

SECTION 5.3. Obligations Not Affected ............................. 13
SECTION 5.4. Rights of Holders .................................... 14
SECTION 5.5. Guarantee of Payment ................................. 14
SECTION 5.6. Subrogation .......................................... 14
SECTION 5.7. Independent Obligations .............................. 15

ARTICLE 6

SUBORDINATION

SECTION 6.1. Subordination ........................................ 15
SECTION 6.2. Pari Passu ........................................ 15

ARTICLE 7

TERMINATION

SECTION 7.1. Termination .......................................... 15

ARTICLE 8

MISCELLANEOUS

SECTION 8.1. Successors and Assigns ............................... 16
SECTION 8.2. Amendments ........................................... 16
SECTION 8.3. Notices .............................................. 16
SECTION 8.4. Benefit .............................................. 17
SECTION 8.5. Governing Law ........................................ 17

-ii-

<PAGE>

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT ("Guarantee Agreement"),
dated as of ____________, 199 , is executed and delivered by
Western Resources, Inc., a Kansas corporation (the "Guaran-
tor"), and ___________________________, as trustee (the "Trus-
tee"), for the benefit of the Holders (as defined herein) from
time to time of the Preferred Securities (as defined herein) of
Western Resources Capital [ ], a Delaware statutory business
trust (the "Issuer").

WHEREAS, pursuant to a Trust Agreement (the "Trust
Agreement"), dated as of _________________, 199 among the
Trustees of the Issuer named therein, Western Resources, Inc.,
as Depositor, and the Holders from time to time of ownership
interests in the Issuer, the Issuer is issuing as of the date
hereof $ aggregate liquidation amount of its ___%
Cumulative Quarterly Income Preferred Securities, Series [ ]
(the "Preferred Securities") representing ownership interests
in the Issuer and having the terms set forth in the Trust
Agreement.

WHEREAS, the Preferred Securities will be issued by
the Issuer and the proceeds thereof will be used, together with
the Common Securities of the Issuer, to purchase the Debentures
(as defined in the Trust Agreement) of the Guarantor and
deposit the same with the Issuer as trust assets; and

WHEREAS, as incentive for the Holders to purchase the
Preferred Securities the Guarantor desires to irrevocably and
unconditionally agree, to the extent set forth herein, to pay
to the Holders of the Preferred Securities the Guarantee Pay-
ments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the payment for
Preferred Securities by each Holder thereof, which payment the
Guarantor hereby agrees shall benefit the Guarantor, the Guar-
antor executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time of the Preferred
Securities.

<PAGE>
-2-

ARTICLE 1.

DEFINITIONS

SECTION 1.1. Definitions. As used in this Guaran-
tee Agreement, the terms set forth below shall, unless the con-
text otherwise requires, have the following meanings. Capital-
ized or otherwise defined terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the
Trust Agreement as in effect on the date hereof.

"Affiliate" of any specified Person means any other
Person directly or indirectly controlling or controlled by
or under direct or indirect common control with such spec-
ified Person. For the purposes of this definition, "con-
trol" 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 owner-
ship of voting securities, by contract or otherwise; and
the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Common Securities" means the securities representing
common ownership interests in the assets of the Issuer.

"Corporate Trust Office" means the principal office
of the Trustee in __________, at which at any particular
time its corporate trust business shall be and which at
the date of this Guarantee Agreement is _______________.

"Event of Default" means a default by the Guarantor
on any of its payment obligations under this Guarantee
Agreement.

"Guarantee Payments" shall mean the following pay-
ments or distributions, without duplication, with respect
to the Preferred Securities, to the extent not paid or
made by or on behalf of the Issuer: (i) any accrued and
unpaid Distributions (as defined in the Trust Agreement)
that are required to be paid on such Preferred Securities,
but if and only to the extent that the Trustee of the
Issuer has available in the Payment Account funds suffi-
cient to make such payment, (ii) the redemption price,
including all accrued and unpaid Distributions to the date
of redemption (the "Redemption Price"), with respect to
the Preferred Securities called for redemption by the
Issuer, but if and only to the extent that the Trustee of

<PAGE>
-3-

the Issuer has available in the Payment Account funds suf-
ficient to make such payment, and (iii) upon a voluntary
or involuntary dissolution, winding-up or termination of
the Issuer (other than in connection with a redemption of
all of the Preferred Securities), the lesser of (a) the
aggregate of the liquidation amount and all accrued and
unpaid Distributions on the Preferred Securities to the
date of payment, but if and only to the extent that the
Issuer has funds sufficient to make such payment, and (b)
the amount of assets of the Issuer remaining available for
distribution to Holders in liquidation of the Issuer (in
either case, the "Liquidation Distribution").

"Holder" shall mean any holder, as registered on the
books and records of the Issuer, of any Preferred Securi-
ties; provided, however, that in determining whether the
holders of the requisite percentage of Preferred Securi-
ties have given any request, notice, consent or waiver
hereunder. "Holder" shall not include the Guarantor or
any Affiliate of the Guarantor.

"Indenture" means the Indenture dated as of
______________, 199 , as supplemented by the ______ Sup-
plemental Indenture thereto dated as of __________, ____,
among the Guarantor (the "Debenture Issuer") and
____________________________, as trustee (the "Indenture
Trustee"), as the same may be supplemented or amended.

"Majority in Liquidation Amount of the Preferred
Securities" means a vote by Holder(s) of Preferred Securi-
ties, voting separately as a class, of at least a majority
in liquidation amount of all Preferred Securities.

"Officers' Certificate" means a certificate signed by
the Chairman, a Vice Chairman, the President, a Vice Pres-
ident or the Treasurer of the Guarantor and (ii) the Sec-
retary or an Assistant Secretary of the Guarantor, and
delivered to the Trustee; provided, however, that such
certificate may be signed by two of the officers or direc-
tors listed in clause (i) above in lieu of being signed by
one of such officers or directors listed in such clause
(i) and one of the officers listed in clause (ii) above.
Any Officers' Certificate delivered with respect to com-
pliance with a condition or covenant provided for in this
Guarantee Agreement shall include:

<PAGE>
-4-

(a) a statement that each officer signing the
Officers' Certificate has read the covenant or condi-
tion and the definitions relating thereto;

(b) a brief statement of the nature and scope
of the examination or investigation undertaken by
each officer in rendering the Officers' Certificate;

(c) a statement that each such officer has made
such examination or investigation as, in such offic-
er's opinion, is necessary to enable such officer to
express an informed opinion as to whether or not such
covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion
of each such officer, such condition or covenant has
been complied with.

"Person" means any individual, corporation, partner-
ship, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

"Responsible Officer" means, with respect to the
Trustee, any vice-president, any assistant vice-president,
the secretary, any assistant secretary, the treasurer, any
assistant treasurer, any trust officer or assistant trust
officer or any other officer of the Corporate Trust
Department of the Trustee customarily performing functions
similar to those performed by any of the above designated
officers and also means, with respect to a particular cor-
porate trust matter, any other officer to whom such matter
is referred because of that officer's knowledge of and
familiarity with the particular subject.

"Senior Indebtedness" means Senior Indebtedness as
defined in the Indenture.

"Successor Trustee" means a successor Trustee pos-
sessing the qualifications to act as Trustee under Section
4.1.

"Trust Indenture Act" means the Trust Indenture Act
of 1939, as amended.

"Trustee" means ________________________ until a Suc-
cessor Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Guarantee Agree-
ment, and thereafter means each such Successor Trustee.

<PAGE>
-5-

ARTICLE 2.

TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the pro-
visions of the Trust Indenture Act that are required to be part
of this Guarantee Agreement and shall, to the extent appli-
cable, be governed by such provisions; and

(b) if and to the extent that any provision of this
Guarantee Agreement limits, qualifies or conflicts with the
duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

SECTION 2.2. Lists of Holders of Securities.

(a) The Guarantor shall furnish or cause to be fur-
nished to the Trustee (a) semiannually, not later than February
15, and August 15 in each year, a list, in such form as the
Trustee may reasonably require, of the names and addresses of
the Holders of the Preferred Securities ("List of Holders") as
of a date not more than 15 days prior to the delivery thereof,
and (b) at such other times as the Trustee may request in writ-
ing, within 30 days after the receipt by the Guarantor of any
such request, a List of Holders as of a date not more than 15
days prior to the time such list is furnished; provided that,
the Guarantor shall not be obligated to provide such List of
Holders at any time the List of Holders does not differ from
the most recent List of Holders given to the Trustee by the
Guarantor. The Trustee may destroy any List of Holders previ-
ously given to it on receipt of a new List of Holders.

(b) The Trustee shall comply with its obligations
under Section 311(a), 311(b) and Section 312(b) of the Trust
Indenture Act.

SECTION 2.3. Reports by the Trustee. Within 60 days
after July 1 of each year, the Trustee shall provide to the
Holders of the Preferred Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Trustee shall also comply with the require-
ments of Section 313(d) of the Trust Indenture Act.

<PAGE>
-6-

SECTION 2.4. Periodic Reports to Trustee. The Guar-
antor shall provide to the Trustee, the Securities and Exchange
Commission and the Holders of the Preferred Securities such
documents, reports and information (if any) as may be required
by Section 314, as well as the compliance certificate required
by Section 314 of the Trust Indenture Act in the form, in the
manner and at the times required by such Section 314.

SECTION 2.5. Evidence of Compliance with Conditions
Precedent. The Guarantor shall provide to the Trustee such
evidence of compliance with any conditions precedent provided
for in this Guarantee Agreement that relate to any of the mat-
ters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

SECTION 2.6. Events of Default; Waiver. The Holders
of a Majority in Liquidation Amount of Preferred Securities
may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default and its conse-
quences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this
Guarantee Agreement, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any
right consequent thereon.

SECTION 2.7. Event of Default; Notice.

(a) The Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first
class postage prepaid, to the Holders of the Preferred Securi-
ties, notices of all Events of Default known to the Trustee,
unless such defaults have been cured before the giving of such
notice, provided that the Trustee shall be protected in with-
holding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith deter-
mines that the withholding of such notice is in the interests
of the Holders of the Preferred Securities.

(b) The Trustee shall not be deemed to have knowl-
edge of any Event of Default unless the Trustee shall have
received written notice, or a Responsible Officer charged with
the administration of the Trust Agreement shall have obtained
written notice, of such Event of Default.

<PAGE>
-7-

SECTION 2.8. Conflicting Interests. The Trust
Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE 3.

POWERS, DUTIES AND RIGHTS OF TRUSTEE

SECTION 3.1. Powers and Duties of the Trustee.

(a) This Guarantee Agreement shall be held by the
Trustee for the benefit of the Holders of the Preferred Securi-
ties, and the Trustee shall not transfer this Guarantee Agree-
ment to any Person except a Holder of Preferred Securities
exercising his or her rights pursuant to Section 5.4 or to a
Successor Trustee on acceptance by such Successor Trustee of
its appointment to act as Successor Trustee. The right, title
and interest of the Trustee shall automatically vest in any
Successor Trustee, and such vesting and cessation of title
shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such
Successor Trustee.

(b) If an Event of Default has occurred and is con-
tinuing, the Trustee shall enforce this Guarantee Agreement for
the benefit of the Holders of the Preferred Securities.

(c) The Trustee, before the occurrence of any Event
of Default and after the curing of all Events of Default that
may have occurred, shall undertake to perform only such duties
as are specifically set forth in this Guarantee Agreement, and
no implied covenants shall be read into this Guarantee Agree-
ment against the Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section
2.6), the Trustee shall exercise such of the rights and powers
vested in it by this Guarantee Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the
conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement 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:

<PAGE>
-8-

(i) prior to the occurrence of any Event of Default
and after the curing or waiving of all such Events of
Default that may have occurred:

(A) the duties and obligations of the Trustee
shall be determined solely by the express provisions
of this Guarantee Agreement, and the Trustee shall
not be liable except for the performance of such
duties and obligations as are specifically set forth
in this Guarantee Agreement; 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 Guarantee Agreement; but
in the case of any such certificates or opinions that
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 Guar-
antee Agreement;

(ii) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of
the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts upon
which such judgment was made;

(iii) 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 a
Majority in Liquidation Amount of the Preferred Securities
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 Guarantee Agreement; and

(iv) no provision of this Guarantee Agreement shall
require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the per-
formance of any of its duties or in the exercise of any of
its rights or powers, if the Trustee shall have reasonable
grounds for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms
of this Guarantee Agreement or adequate indemnity against
such risk or liability is not reasonably assured to it.

<PAGE>
-9-

SECTION 3.2. Certain Rights of Trustee.

(a) Subject to the provisions of Section 3.1:

(i) the Trustee may rely and shall be fully pro-
tected in acting or refraining from acting upon any reso-
lution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have
been signed, sent or presented by the proper party or
parties;

(ii) any direction or act of the Guarantor contem-
plated by this Guarantee Agreement shall be sufficiently
evidenced by an Officers' Certificate;

(iii) whenever, in the administration of this Guaran-
tee Agreement, the Trustee shall deem it desirable that a
matter be proved or established before taking, suffering
or omitting any action hereunder, the Trustee (unless
other evidence is herein specifically prescribed) may, in
the absence of bad faith on its part, request and rely
upon an Officers' Certificate which, upon receipt of such
request, shall be promptly delivered by the Guarantor;

(iv) the Trustee may consult with counsel of its
choice, and the written advice or opinion of such counsel
with respect to legal matters 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; such coun-
sel may be counsel to the Guarantor or any of its Affili-
ates and may include any of its employees; the Trustee
shall have the right at any time to seek instructions con-
cerning the administration of this Guarantee Agreement
from any court of competent jurisdiction;

(v) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Guarantee Agreement at the request or direction of any
Holder, unless such Holder shall have provided to the
Trustee such adequate security and indemnity as would sat-
isfy a reasonable person in the position of the Trustee,
against the costs, expenses (including attorneys' fees and
expenses) and liabilities that might be incurred by the
Trustee in complying with such request or direction,
including such reasonable advances as may be requested by

<PAGE>
-10-

the Trustee; provided that, nothing contained in this Sec-
tion 3.2(a)(v) shall be interpreted so as to relieve the
Trustee, upon the occurrence of an Event of Default, of
its obligation to exercise the rights and powers vested in
it by this Guarantee Agreement;

(vi) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any res-
olution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, 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;

(vii) 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, and the
Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed
with due care by it hereunder; and

(viii) whenever in the administration of this Guarantee
Agreement the Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right
or taking any other action hereunder, the Trustee (i) may
request instructions from the Holders of the Preferred
Securities, (ii) may refrain from enforcing such remedy or
right or taking such other action until such instructions
are received, and (iii) shall be protected in acting in
accordance with such instructions.

(b) No provision of this Guarantee Agreement shall
be deemed to impose any duty or obligation on the Trustee to
perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it in any jurisdiction in
which it shall be illegal, or in which the Trustee shall be
unqualified or incompetent in accordance with applicable law,
to perform any such act or acts or to exercise any such right,
power, duty or obligation. No permissive power or authority
available to the Trustee shall be construed to be a duty.

(c) The Guarantor agrees to indemnify the Trustee
for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense, including taxes (other than taxes
based on the income of the Trustee) incurred without negligence
or bad faith on its part, arising out of or in connection with
the acceptance or administration of this Guaranty Agreement,

<PAGE>
-11-

including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or per-
formance of any of its powers or duties hereunder. The Trust-
ee's right to indemnification hereunder shall survive the ter-
mination of this Guaranty Agreement.

ARTICLE 4.

TRUSTEE

SECTION 4.1. Trustee; Eligibility.

(a) There shall at all times be a Trustee which
shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a Person that is eligible pursuant to the
Trust Indenture Act to act as such and has a combined cap-
ital and surplus of at least $50,000,000 and has its Cor-
porate Trust office in _______________. If such Person
publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or exam-
ining authority, then, for the purposes of this Section
4.1(a)(ii), the combined capital and surplus of such Per-
son shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so
published.

(b) If at any time the Trustee shall cease to be
eligible to so act under Section 4.1(a), the Trustee shall
immediately resign in the manner and with the effect set out in
Section 4.2(c).

(c) If the Trustee has or shall acquire any "con-
flicting interest" within the meaning of Section 310(b) of the
Trust Indenture Act, the Trustee and Guarantor shall in all
respects comply with the provisions of Section 310(b) of the
Trust Indenture Act.

SECTION 4.2. Appointment, Removal and Resignation of
Trustee.

(a) Subject to Section 4.2(b), the Trustee may be
appointed or removed without cause at any time by the Guarantor
except following the occurrence and during the continuation of
an Event of Default.

<PAGE>
-12-

(b) The Trustee shall not be removed until a Succes-
sor Trustee has been appointed and has accepted such appoint-
ment by written instrument executed by such Successor Trustee
and delivered to the Guarantor.

(c) The Trustee appointed to office shall hold
office until a Successor Trustee shall have been appointed or
until its removal or registration. The Trustee may resign from
office (without need for prior or subsequent accounting) by an
instrument in writing executed by the Trustee and delivered to
the Guarantor, which resignation shall not take effect until a
Successor Trustee has been appointed and has accepted such
appointment by instrument in writing executed by such Successor
Trustee and delivered to the Guarantor and the resigning Trus-
tee.

(d) If no Successor Trustee shall have been
appointed and accepted appointment as provided in this Section
4.2 within 60 days after delivery to the Guarantor of an
instrument of resignation, the resigning Trustee may petition
any court of competent jurisdiction for appointment of a Suc-
cessor Trustee. Such court may thereupon, after prescribing
such notice, if any, as it may deem proper, appoint a Successor
Trustee.

ARTICLE 5.

GUARANTEE

SECTION 5.1. Guarantee. The Guarantor irrevocably
and unconditionally agrees to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any
defense, right of set-off or counterclaim which the Issuer may
have or assert, other than the defense of payment. The Guaran-
tor's obligation to make a Guarantee Payment may be satisfied
by direct payment of the required amounts by the Guarantor to
the Holders or by causing the Issuer to pay such amounts to the
Holders.

SECTION 5.2. Waiver of Notice and Demand. The Guar-
antor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may
apply, presentment, demand for payment, any right to require a
proceeding first against the Issuer or any other Person before
proceeding against the Guarantor, protest, notice of

<PAGE>
-13-

nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

SECTION 5.3. Obligations Not Affected. The obliga-
tion of the Guarantor to make the Guarantee Payments under this
Guarantee Agreement shall in no way be affected or impaired by
reason of the happening from time to time of any of the
following:

(a) the release or waiver, by operation of law or
otherwise, of the performance or observance by the Issuer
of any express or implied agreement, covenant, term or
condition relating to the Preferred Securities to be per-
formed or observed by the Issuer;

(b) the extension of time for the payment by the
Issuer of all or any portion of the Distributions, Redemp-
tion Price, Liquidation Distribution or any other sums
payable under the terms of the Preferred Securities or the
extension of time for the performance of any other obliga-
tion under, arising out of, or in connection with, the
Preferred Securities (other than an extension of time for
payment of Distributions, Redemption Price, Liquidation
Distribution or other sum payable that results from the
extension of any interest payment period on the Debentures
permitted by the Indenture);

(c) any failure, omission, delay or lack of dili-
gence on the part of the Holders to enforce, assert or
exercise any right, privilege, power or remedy conferred
on the Holders pursuant to the terms of the Preferred
Securities, or any action on the part of the Issuer grant-
ing indulgence or extension of any kind;

(d) the voluntary or involuntary liquidation, disso-
lution, sale of any collateral, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reor-
ganization, arrangement, composition or readjustment of
the debt of, or other similar proceedings affecting, the
Issuer or any of the assets of the Issuer;

(e) any invalidity of, or defect or deficiency in,
the Preferred Securities;

(f) the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

<PAGE>
-14-

(g) any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or
defense of a guarantor other than the defense of payment,
it being the intent of this Section 5.3 that the obliga-
tions of the Guarantor hereunder -- to the limited extent
set forth herein -- shall be absolute and unconditional
under any and all circumstances.

There shall be no obligation of the Holders to give notice to,
or obtain consent of, the Guarantor with respect to the happen-
ing of any of the foregoing.

SECTION 5.4. Rights of Holders. The Guarantor
expressly acknowledges that: (i) this Guarantee Agreement will
be deposited with the Trustee to be held for the benefit of the
Holders of the Preferred Securities; (ii) the Trustee has the
right to enforce this Guarantee Agreement on behalf of the
Holders of the Preferred Securities; (iii) the Holders of a
Majority in Liquidation Amount of the Preferred Securities have
the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee in
respect of this Guarantee Agreement or exercising any trust or
power conferred upon the Trustee under this Guarantee Agree-
ment; and (iv) if the Trustee fails to enforce this Guarantee
Agreement as above provided, any Holder of the Preferred Secu-
rities may institute a legal proceeding directly against the
Guarantor to enforce its rights under this Guarantee Agreement,
without first instituting a legal proceeding against the Issuer
or any other person or entity.

SECTION 5.5. Guarantee of Payment. This Guarantee
Agreement creates a guarantee of payment and not of collection.
This Guarantee Agreement will not be discharged except by pay-
ment of the Guarantee Payments in full (without duplication).

SECTION 5.6. Subrogation. The Guarantor shall be
subrogated to all (if any) rights of the Holders of Preferred
Securities against the Issuer in respect of any amounts paid to
the Holders by the Guarantor under this Guarantee Agreement;
provided, however, that the Guarantor shall not (except to the
extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement,
in all cases as a result of payment under this Guarantee Agree-
ment, if, at the time of any such payment, any amounts of Guar-
antee Payments are due and unpaid under this Guarantee Agree-
ment. If any amount shall be paid to the Guarantor in viola-
tion of the preceding sentence, the Guarantor agrees to hold

<PAGE>
-15-

such amount in trust for the Holders and to pay over such
amount to the Holders.

SECTION 5.7. Independent Obligations. The Guarantor
acknowledges that its obligations hereunder are independent of
the obligations of the Issuer with respect to the Preferred
Securities and that the Guarantor shall be liable as principal
and as debtor hereunder to make Guarantee Payments pursuant to
the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through
(g), inclusive, of Section 5.3 hereof.

ARTICLE 6.

SUBORDINATION

SECTION 6.1. Subordination. This Guarantee Agree-
ment will constitute an unsecured obligation of the Guarantor
and will rank subordinate and junior in right of payment to all
Senior Indebtedness of the Guarantor. This Guarantee Agreement
will be pari passu with the Debentures.

SECTION 6.2. Pari Passu. This Guarantee Agreement
shall rank pari passu with any similar Guarantee Agreements
issued by the Guarantor on behalf of the Holders of Preferred
Securities issued by Western Resources Capital II or any other
issuer holding debentures issued under the Indenture, dated as
of , 199 .

ARTICLE 7.

TERMINATION

SECTION 7.1. Termination. This Guarantee Agreement
shall terminate and be of no further force and effect upon:
(i) full payment of the Redemption Price of all Preferred Secu-
rities, (ii) the distribution of Debentures to Holders of Pre-
ferred Securities in exchange for all of the Preferred Securi-
ties or (iii) upon full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the
Issuer. Notwithstanding the foregoing, this Guarantee Agree-
ment will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder must restore payment
of any sums paid with respect to the Preferred Securities or
under this Guarantee Agreement.

<PAGE>
-16-

ARTICLE 8.

MISCELLANEOUS

SECTION 8.1. Successors and Assigns. All guarantees
and agreements contained in this Guarantee Agreement shall bind
the successors, assigns, receivers, trustees and representa-
tives of the Guarantor and shall inure to the benefit of the
Holders of the Preferred Securities then outstanding. Except
in connection with a consolidation, merger or sale involving
the Guarantor that is permitted under Article Eight of the
Indenture, the Guarantor shall not assign its obligations
hereunder.

SECTION 8.2. Amendments. Except with respect to any
changes which do not adversely affect the rights of Holders (in
which case no consent of Holders will be required), this Guar-
antee Agreement may only be amended with the prior approval of
the Holders of not less than a Majority in liquidation amount
of all the outstanding Preferred Securities. The provisions of
Article Six of the Trust Agreement concerning meetings of Hold-
ers shall apply to the giving of such approval.

SECTION 8.3. Notices. Any notice, request or other
communication required or permitted to be given hereunder shall
be in writing, duly signed by the party giving such notice, and
delivered, telecopied or mailed by first class mail as follows:

(a) if given to the Guarantor, to the address set
forth below or such other address as the Guarantor may
give notice of to the Holders of the Preferred Securities:

Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
Attention: Vice President, Finance;

(b) if given to the Issuer, in care of the Trustee,
at the Issuer's (and the Trustee's) address set forth
below or such other address as the Trustee on behalf of
the Issuer may give notice to the Holders of the Preferred
Securities:

<PAGE>
-17-

Western Resources Capital [ ]
c/o Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
Attention: Vice President, Finance

with copy to:

[Trustee]___________________________
____________________________________
____________________________________
____________________________________
Facsimile No:
Attention: ________________________; and

All notices hereunder shall be deemed to have been
given when received in person, telecopied with receipt con-
firmed, or mailed by first class mail, postage prepaid except
that if a notice or other document is refused delivery or can-
not be delivered because of a changed address of which no
notice was given, such notice or other document shall be deemed
to have been delivered on the date of such refusal or inability
to deliver.

SECTION 8.4. Benefit. This Guarantee Agreement is
solely for the benefit of the Holders of the Preferred Securi-
ties and, subject to Section 3.1(a), is not separately trans-
ferable from the Preferred Securities.

SECTION 8.5. Governing Law. THIS GUARANTEE AGREE-
MENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

<PAGE>
-18-

THIS GUARANTEE AGREEMENT is executed as of the day
and year first above written.

WESTERN RESOURCES, INC., as Guarantor

By:
Name:
Title:

_________________________, as Trustee

By:
Name:
Title:

CERTIFICATE OF TRUST

WESTERN RESOURCES CAPITAL I

THIS CERTIFICATE OF TRUST of Western Resources Capital I (the
"Trust"), dated October 12, 1995, is being duly executed and filed by the
undersigned, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. Code Section 3801 et seq.).

1. Name. The name of the business trust being formed hereby is
WESTERN RESOURCES CAPITAL I.

2. Delaware Trustee. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware is
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration.
.
3. Effective Date. This Certificate of Trust shall be effective as
of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

WILMINGTON TRUST COMPANY
as Trustee

By: /s/ Patricia A. Evans
-------------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer

CERTIFICATE OF TRUST

WESTERN RESOURCES CAPITAL II

THIS CERTIFICATE OF TRUST of Western Resources Capital II (the
"Trust"), dated October 12, 1995, is being duly executed and filed by the
undersigned, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. Code Section 3801 et seq.).

1. Name. The name of the business trust being formed hereby is
WESTERN RESOURCES CAPITAL II.

3. Effective Date. This Certificate of Trust shall be effective as
of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

WILMINGTON TRUST COMPANY
as Trustee

By: /s/ Patricia A. Evans
-------------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer

WESTERN RESOURCES CAPITAL I

TRUST AGREEMENT

This TRUST AGREEMENT, dated as of October 12, 1995, among Western
Resources, Inc., a Kansas corporation, as "Depositor", Wilmington Trust, a
Delaware banking corporation, not in its individual capacity but solely as
Trustee. The Depositor and the Trustee hereby agree as follows:

1. The trust created hereby shall be known as "Western Resources
Capital I," in which name the Trustee, or the Depositor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.

2. The Depositor hereby assigns, transfers, conveys and sets over
to the Trustee the sum of $10. The Trustee hereby acknowledges receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Trustee hereby declares that it will hold the trust
estate in trust for the Depositor. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business
Trust Act"), and that this document constitutes the governing instrument of
the Trust. The Trustee is hereby authorized and directed to execute and file
a certificate of trust with the Delaware Secretary of State in accordance with
the provisions of the Business Trust Act.

3. The Depositor and the Trustee will enter into an Amended and
Restated Trust Agreement, satisfactory to each such party and substantially in
the form included as an Exhibit to the 1933 Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Trust Agreement, the Trustee shall not have any duty or
obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.

4. The Depositor and the Trustee hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust and certain other securities and (b) a Registration
Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section 12(b) of
<PAGE>
the Securities Exchange Act of 1934, as amended; (ii) to file with the New
York Stock Exchange (the "Exchange") and execute on behalf of the Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause
the Preferred Securities to be listed on the Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and
other papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "Blue Sky" laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or
desirable and (iv) to execute on behalf of the Trust that certain Underwriting
Agreement relating to the Preferred Securities, among the Trust, the Depositor
and the several Underwriters named therein, substantially in the form included
as an Exhibit to the 1933 Act Registration Statement. In connection with all
of the foregoing, the Depositor hereby constitutes and appoints Richard D.
Terrill and James A. Martin, and each of them, as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or in the Depositor's name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to the 1933 Act Registration Statement and the 1934 Act
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Depositor might or
could do in person, thereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their respective substitute or
substitutes, shall do or cause to be done by virtue hereof.

5. This Trust Agreement may be executed in one or more
counterparts.

6. The number of Trustees initially shall be one (1) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may
increase or decrease the number of Trustees; provided, however, that to the
extent required by the Business Trust Act, one Trustee shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable Delaware law.
Subject to the foregoing, the Depositor is entitled to appoint or remove
without cause any Trustee at any time. Any Trustee may resign upon thirty
days prior notice to the Depositor.

7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).

IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.

WESTERN RESOURCES, INC., as

-2-
<PAGE>
Depositor

By: /s/ James A. Martin
-------------------------------------
Name: James A. Martin
Title: Vice President, Finance

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Trustee

By: /s/ Patricia A. Evans
-------------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer

WESTERN RESOURCES CAPITAL II

TRUST AGREEMENT

1. The trust created hereby shall be known as "Western Resources
Capital II," in which name the Trustee, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

5. This Trust Agreement may be executed in one or more
counterparts.

7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).

IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.

WESTERN RESOURCES, INC., as

-2-
<PAGE>
Depositor

By: /s/ James A. Martin
-------------------------------------
Name: James A. Martin
Title: Vice President, Finance

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Trustee

By: /s/ Patricia A. Evans
-------------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer

AMENDED AND RESTATED

TRUST AGREEMENT

between

WESTERN RESOURCES, INC., as Depositor

and

WILMINGTON TRUST COMPANY, as Property and Delaware Trustee,

and

THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

Dated as of __________ __, ______

WESTERN RESOURCES CAPITAL I

.
<PAGE>
WESTERN RESOURCES CAPITAL I

Certain Sections of this Trust Agreement relating to
Sections 310 through 318 of the
Trust Indenture Act of 1939:
Amended and
Restated
Trust Indenture Trust Agreement

Act Section Section
----------- -------
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . 8.07
(a)(2) . . . . . . . . . . . . . . . . . . . 8.07
(a)(3) . . . . . . . . . . . . . . . . . . . 8.09
(a)(4) . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . 8.08
Section 311(a) . . . . . . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . . . . . . . 8.13
Section 312(a) . . . . . . . . . . . . . . . . . . . . 5.07
(b) . . . . . . . . . . . . . . . . . . . . 5.07
(c) . . . . . . . . . . . . . . . . . . . . 5.07
Section 313(a) . . . . . . . . . . . . . . . . . . . . 8.14(a)
(a)(4) . . . . . . . . . . . . . . . . . . . 8.14(b)
(b) . . . . . . . . . . . . . . . . . . . . 8.14(b)
(c) . . . . . . . . . . . . . . . . . . . . 8.14(a)
(d) . . . . . . . . . . . . . . . . . . . . 8.14(a),
8.14(b),
8.14(c)
Section 314(a) . . . . . . . . . . . . . . . . . . . . 8.15
(b) . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . 8.16
(c)(2) . . . . . . . . . . . . . . . . . . . 8.16
(c)(3) . . . . . . . . . . . . . . . . . . . 8.16
(d) . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . Not Applicable
Section 315(a) . . . . . . . . . . . . . . . . . . . . 8.01
(b) . . . . . . . . . . . . . . . . . . . . 8.02, 8.14(b)
(c) . . . . . . . . . . . . . . . . . . . . 8.01(a)
(d) . . . . . . . . . . . . . . . . . . . . 8.01, 8.03
(e) . . . . . . . . . . . . . . . . . . Not Applicable
Section 316(a) . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(A) . . . . . . . . . . . . . . . Not Applicable
(a)(1)(B) . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . Not Applicable
(c) . . . . . . . . . . . . . . . . . Not Applicable
Section 317(a)(1) . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . 5.08
Section 318(a) . . . . . . . . . . . . . . . . . . . 10.09

____________________
NOTE: This reconciliation and tie shall not, for any purpose,
be deemed to be a part of the Trust Agreement.
<PAGE>
TABLE OF CONTENTS

Page
ARTICLE I
DEFINED TERMS

Section 1.01. Definitions . . . . . . . . . . . . . . . . 1

ARTICLE II
ESTABLISHMENT OF THE TRUST

Section 2.01. Name . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.02. Office of the Delaware Trustee; Principal Place
of Business . . . . . . . . . . . . . . . . . . . . 9
Section 2.03. Initial Contribution of Trust Property;
Organizational Expenses . . . . . . . . . . . . . . 9
Section 2.04. Issuance of the Preferred Securities . . . . . . . . 9
Section 2.05. Subscription and Purchase of Debentures; Issuance
of the Common Securities . . . . . . . . . . . . . 9
Section 2.06. Declaration of Trust. . . . . . . . . . . . . . . . . 9
Section 2.07. Authorization to Enter into Certain Transactions 10
Section 2.08. Assets of Trust . . . . . . . . . . . . . . . . . . 13
Section 2.09. Title to Trust Property . . . . . . . . . . . . . . 13

ARTICLE III
PAYMENT ACCOUNT

Section 3.01. Payment Account . . . . . . . . . . . . . . . . . . 13

ARTICLE IV
DISTRIBUTIONS; REDEMPTIONS

Section 4.01. Distributions . . . . . . . . . . . . . . . . . . . 14
Section 4.02. Redemptions . . . . . . . . . . . . . . . . . . . . 14
Section 4.03. Subordination of Common Securities . . . . . . . . . 16
Section 4.04. Payment Procedures . . . . . . . . . . . . . . . . . 16
Section 4.05. Tax Returns and Reports . . . . . . . . . . . . . . 17
Section 4.06. Payment of Taxes, Duties, Etc. of the Trust . . . . 17

ARTICLE V
TRUST SECURITIES CERTIFICATES

Section 5.01. Initial Ownership . . . . . . . . . . . . . . . . . 17
Section 5.02. The Trust Securities Certificates . . . . . . . . . 17
Section 5.03. Delivery of Trust Securities Certificates . . . . . 17
Section 5.04. Registration of Transfer and Exchange of
Preferred Securities Certificates . . . . . . . . 18
Section 5.05. Mutilated, Destroyed, Lost or Stolen Trust
Securities Certificates . . . . . . . . . . . . . 18
Section 5.06. Persons Deemed Securityholders . . . . . . . . . . 18
<PAGE>
TABLE OF CONTENTS (CONT.)

Page

Section 5.07. Access to List of Securityholders' Names and
Addresses . . . . . . . . . . . . . . . . . . . . 19
Section 5.08. Appointment of Paying Agent . . . . . . . . . . . . 19
Section 5.09. Ownership of Common Securities by Depositor . . . . 19
Section 5.10. Book-Entry Preferred Securities Certificates;
Common Securities Certificate . . . . . . . . . . 20
Section 5.11 Notices to Clearing Agency . . . . . . . . . . . . 20
Section 5.12. Definitive Preferred Securities Certificates . . . 21
Section 5.13. Rights of Securityholders . . . . . . . . . . . . . 21

ARTICLE VI
ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

Section 6.01. Limitations on Voting Rights . . . . . . . . . . . . 21
Section 6.02. Notice of Meetings . . . . . . . . . . . . . . . . . 22
Section 6.03. Meetings of Preferred Securityholders . . . . . . . 22
Section 6.04. Voting Rights . . . . . . . . . . . . . . . . . . . 23
Section 6.05. Proxies, Etc. . . . . . . . . . . . . . . . . . . . 23
Section 6.06. Securityholder Action by Written Consent . . . . . . 23
Section 6.07. Record Date for Voting and Other Purposes . . . . . 23
Section 6.08. Acts of Securityholders . . . . . . . . . . . . . . 23
Section 6.09. Inspection of Records . . . . . . . . . . . . . . . 24

ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF THE BANK

Section 7.01. Representations and Warranties . . . . . . . . . . . 24

ARTICLE VIII
THE TRUSTEES

Section 8.01. Certain Duties and Responsibilities . . . . . . . . 26
Section 8.02. Notice of Defaults . . . . . . . . . . . . . . . . . 26
Section 8.03. Certain Rights of the Property Trustee . . . . . . 26
Section 8.04. Not Responsible for Recitals or Issuance of
Securities . . . . . . . . . . . . . . . . . . . . 27
Section 8.05. May Hold Securities . . . . . . . . . . . . . . . . 27
Section 8.06. Compensation; Fees; Indemnity . . . . . . . . . . . . 28
Section 8.07. Corporate Property Trustee Required; Eligibility
of Trustees . . . . . . . . . . . . . . . . . . . . 28
Section 8.08. Conflicting Interests . . . . . . . . . . . . . . . . 28
Section 8.09. Co-Trustees and Separate Trustees . . . . . . . . . . 29
Section 8.10. Resignation and Removal; Appointment of
Successor . . . . . . . . . . . . . . . . . . . . . 30
Section 8.11. Acceptance of Appointment by Successor. . . . . . . . 31

-ii-
<PAGE>
TABLE OF CONTENTS (CONT.)

Page

Section 8.12. Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . 32
Section 8.13. Preferential Collection of Claims Against
Depositor or Trust . . . . . . . . . . . . . . . 32
Section 8.14. Reports by the Property Trustee . . . . . . . . . . 32
Section 8.15. Reports to the Property Trustee . . . . . . . . . . 32
Section 8.16. Evidence of Compliance with Conditions Precedent. . 33
Section 8.17. Number of Trustees. . . . . . . . . . . . . . . . . 33
Section 8.18. Delegation of Power . . . . . . . . . . . . . . . . 33

ARTICLE IX
TERMINATION AND LIQUIDATION

Section 9.01. Termination Upon Expiration Date . . . . . . . . . . 33
Section 9.02. Early Termination . . . . . . . . . . . . . . . . . 33
Section 9.03. Termination . . . . . . . . . . . . . . . . . . . . 34
Section 9.04. Liquidation . . . . . . . . . . . . . . . . . . . . 34

ARTICLE X
MISCELLANEOUS PROVISIONS

Section 10.01. Limitation of Rights of Securityholders . . . . . . 35
Section 10.02. Amendment . . . . . . . . . . . . . . . . . . . . . 35
Section 10.03. Separability . . . . . . . . . . . . . . . . . . . . 36
Section 10.04. Governing Law . . . . . . . . . . . . . . . . . . . 36
Section 10.05. Successors . . . . . . . . . . . . . . . . . . . . . 36
Section 10.06. Headings . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.07. Notice and Demand . . . . . . . . . . . . . . . . . 37
Section 10.08. Agreement Not to Petition . . . . . . . . . . . . . 37
Section 10.09. Trust Indenture Act; Conflict with Trust
Indenture Act . . . . . . . . . . . . . . . . . . . 37

____________________

Exhibit A Certificate of Trust
Exhibit B Form of Certificate Depository Agreement
Exhibit C Form of Common Securities Certificate
Exhibit D Form of Agreement as to Expenses and Liabilities
Exhibit E Form of Preferred Securities Certificate

-iii-

<PAGE>
WESTERN RESOURCES CAPITAL I

AMENDED AND RESTATED TRUST AGREEMENT, dated as of _____ __,____,
among (i) Western Resources, Inc., a Kansas corporation (the "Depositor" or
"Western Resources"), (ii) Wilmington Trust Company, a banking corporation
duly organized and existing under the laws of the State of Delaware, as
trustee (the "Property Trustee" and, in its separate corporate capacity and
not in its capacity as Property Trustee, the "Bank") and as Delaware trustee
(the "Delaware Trustee" and, in its separate corporate capacity and not in its
capacity as Delaware Trustee, the "Bank"), and (iii) Steven L. Kitchen, an
individual, James A. Martin, an individual, and John K. Rosenberg, an
individual, each of whose address is c/o Western Resources, 818 Kansas Avenue,
Topeka, Kansas 66612 (each an "Administrative Trustee" and referred to
collectively as the "Administrative Trustees") (the Property Trustee, the
Delaware Trustee and the Administrative Trustees referred to collectively as
the "Trustees") and (v) the several Holders, as hereinafter defined.

W I T N E S S E T H:

WHEREAS, the Depositor and the Bank have heretofore duly declared
and established Western Resources Capital I (the "Trust") as a business trust
pursuant to the Delaware Business Trust Act by the entering into of that
certain Trust Agreement, dated as of October 12, 1995 (the "Original Trust
Agreement"), and by the execution and filing by the Property Trustee and the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on October 12, 1995, attached hereto as Exhibit A;
and

WHEREAS, the Depositor and the Bank desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the acquisition by the Trust from the Depositor of all
of the right, title and interest in the Debentures (as defined herein),
(ii) the issuance of the Common Securities (as defined herein) by the Trust to
the Depositor, (iii) the issuance and sale of the Preferred Securities (as
defined herein) by the Trust pursuant to the Underwriting Agreement (as
defined herein) and (iv) the appointment of the Administrative Trustees;

NOW THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, each party, for the benefit of
the other parties and for the benefit of the Securityholders (as defined
herein), hereby amends and restates the Original Trust Agreement in its
entirety and agrees as follows:

<PAGE>
ARTICLE I

DEFINED TERMS

Section 1.01. Definitions. For all purposes of this Trust
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

(a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

(b) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

(c) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case
may be, of this Trust Agreement; and

(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

"Act" has the meaning specified in Section 6.08.

"Additional Amount" means, with respect to Trust Securities of a
given Liquidation Amount and/or a given period, the amount of Additional
Interest Attributable to Deferral (as defined in the Subordinated Indenture)
paid by the Depositor on a Like Amount of Debentures for such period.

"Administrative Trustee" means each of the individuals identified as
an "Administrative Trustee" in the preamble to this Trust Agreement solely in
his or her capacity as Administrative Trustee of the Trust heretofore formed
and continued hereunder and not in his or her individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor administrative trustee appointed as herein provided.

"Affiliate" of any specified Person means 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.

"Bank" has the meaning specified in the preamble to this Trust
Agreement.

<PAGE>
"Bankruptcy Event" means, with respect to any Person:

(i) a decree or order is entered by a court having jurisdiction in
the premises (a) for relief in respect of such Person in an involuntary
case or proceeding under the Federal Bankruptcy Code or any other federal
or state bankruptcy, insolvency, reorganization or similar law or (b)
adjudging such Person a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of or in respect of such Person
under the Federal Bankruptcy Code or any other applicable federal or
state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of such Person or of
any substantial part of any of its properties, or ordering the winding up
or liquidation of any of its affairs, and any such decree or order
remains unstayed and in effect for a period of 60 consecutive days; or

(ii) such Person institutes a voluntary case or proceeding under the
Federal Bankruptcy Code or any other applicable federal or state law or
any other case or proceeding to be adjudicated a bankrupt or insolvent,
or such Person consents to the entry of a decree or order for relief in
respect of such Person in any involuntary case or proceeding under the
Federal Bankruptcy Code or any other applicable federal or state law or
to the institution of bankruptcy or insolvency proceedings against such
Person, or such Person files a petition or answer or consent seeking
reorganization or relief under the Federal Bankruptcy Code or any other
applicable federal or state law, or consents to the filing of any such
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of any such Person or of any substantial part of its property,
or makes an assignment for the benefit of creditors, or admits in writing
its inability to pay its debts generally as they become due or takes
corporate action in furtherance of any such action.

"Bankruptcy Laws" has the meaning specified in Section 10.08.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors or a duly authorized committee thereof
and delivered to the Trustee.

"Book-Entry Preferred Securities Certificates" means a beneficial
interest in the Preferred Securities Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 5.10.

"Business Day" means a day other than (x) a Saturday or a Sunday,
(y) a day on which banks in New York, New York are authorized or obligated by
law or executive order to remain closed or (z) a day on which the Property
Trustee's Corporate Trust Office, the Debenture Trustee's principal corporate
trust office or, if Western Resources acts as Paying Agent, Western Resources'
principal office is closed for business.

"Certificate Depository Agreement" means the agreement among the
Trust, the Depositor and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, relating to the Trust Certificates, sub-
stantially in the form attached hereto as Exhibit B, as the same may be
amended and supplemented from time to time.

"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository Trust Company will be the initial Clearing Agency.

-3-
<PAGE>

"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

"Closing Date" means the "First Time of Delivery" as defined in the
Underwriting Agreement, which date is also the date of execution and delivery
of this Trust Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
as amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

"Common Security" means a beneficial interest in the Trust, having a
Liquidation Amount of $25 and having the rights provided therefor in this
Trust Agreement, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

"Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached hereto as
Exhibit C.

"Corporate Trust Office" means the principal office of the Property
Trustee located in Wilmington, Delaware.

"Debenture Event of Default" means an "Event of Default" as defined
in the Subordinated Indenture.

"Debenture Redemption Date" means "Redemption Date" as defined in
the Subordinated Indenture.

"Debenture Trustee" means Wilmington Trust Company, a banking
corporation duly organized and existing under the laws of the State of
Delaware.

"Debentures" means the $_________ aggregate principal amount of
Western Resources __% Deferrable Interest Subordinated Debentures Series A,
Due 20__, issued pursuant to the Subordinated Indenture.

"Definitive Preferred Securities Certificates" means either or both
(as the context requires) of (i) Preferred Securities Certificates issued in
typewritten, certificated, fully registered form as provided in Section
5.10(a) and (ii) Preferred Securities Certificates issued in certificated,
fully registered form as provided in Section 5.12.

-4-
<PAGE>
"Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801, et seq., as it may be amended from
time to time.

"Delaware Trustee" means the banking corporation identified as the
"Delaware Trustee" in the preamble to this Trust Agreement solely in its
capacity as Delaware Trustee of the Trust formed and continued hereunder and
not in its individual capacity, or its successor in interest in such capacity,
or any successor trustee appointed as herein provided.

"Depositor" has the meaning specified in the preamble to this Trust
Agreement and includes Western Resources, Inc. in its capacity as Holder of
the Common Securities.

"Distribution Date" has the meaning specified in Section 4.01(a).

"Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.01.

"Event of Default" means the occurrence of a Debenture Event of
Default (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body).

"Expense Agreement" means the Agreement as to Expenses and
Liabilities between Western Resources and the Trust, substantially in the form
attached as Exhibit D, as amended from time to time.

"Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of
the United States Code, as amended from time to time.

"Global Certificate" shall mean the Preferred Securities Certificate
or Certificates issued as specified in Section 5.10.

"Guarantee" means the Guarantee Agreement executed and delivered by
Western Resources and Wilmington Trust Company, a Delaware banking
corporation, as trustee, contemporaneously with the execution and delivery of
this Trust Agreement, for the benefit of the Preferred Securityholders, as
amended from time to time.

"Holder" or "Securityholder" means a Person in whose name a Trust
Security or Securities is registered in the Securities Register; any such
Person shall be deemed to be a beneficial owner within the meaning of the
Delaware Business Trust Act.

"Investment Company Event" means the occurrence of a change in law
or regulation or a change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law") to the effect that the Trust is or will
be considered an "investment company" that is required to be registered under

-5-
<PAGE>
the Investment Company Act of 1940, as amended, which Change in 1940 Act Law
becomes effective on or after the date of original issuance of the Preferred
Securities.

"Lien" means any lien, pledge, charge, encumbrance, mortgage, deed
of trust, adverse ownership interest, hypothecation, assignment, security
interest or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever.

"Like Amount" means (i) Trust Securities having an aggregate
Liquidation Amount equal to the principal amount of Debentures to be
contemporaneously redeemed in accordance with the Subordinated Indenture and
the proceeds of which will be used to pay the Redemption Price of such Trust
Securities, or (ii) Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Trust Securities of the Holder to whom
such Debentures are distributed, as the case may be.

"Liquidation Amount" means the stated amount of U.S. $25 per Trust
Security.

"Liquidation Date" means the Date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a dissolution
and liquidation of the Trust pursuant to Section 9.04(a).

"Liquidation Distribution" has the meaning specified in Section
9.04(d).

"Officers' Certificate" means a certificate signed by (i) the
Chairman, a Vice Chairman, the President, a Vice President, or the Treasurer
of the Depositor and (ii) the Secretary or an Assistant Secretary of the
Depositor, and delivered to the appropriate Trustee; provided, however, that
such certificate may be signed by two of the officers or directors listed in
clause (i) above in lieu of being signed by one of such officers or directors
listed in such clause (i) and one of the officers listed in clause (ii) above.
One of the officers signing an Officers' Certificate given pursuant to
Section 8.16 shall be the principal executive, financial or accounting officer
of the Depositor. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions
relating thereto;

(b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering
the Officers' Certificate;

(c) a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is
necessary to enable such officer to express an informed opinion as

-6-
<PAGE>
to whether or not such covenant or condition has been complied with;
and

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Depositor, but not an
employee of the Trust, the Property Trustee or the Depositor, and who shall be
reasonably acceptable to the Property Trustee.

"Original Trust Agreement" has the meaning specified in the recitals
to this Trust Agreement.

"Outstanding", when used with respect to Preferred Securities,
means, as of the date of determination, all Preferred Securities theretofore
authenticated and delivered under this Trust Agreement, except:

(i) Preferred Securities theretofore canceled by the Administrative
Trustees or delivered to the Administrative Trustees for cancellation;

(ii) Preferred Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Property
Trustee or any Paying Agent for the Holders of such Preferred Securities;
provided that, if such Preferred Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Trust Agreement; and

(iii) Preferred Securities which have been paid pursuant to Section
5.05 or in exchange for or in lieu of which other Preferred Securities
have been authenticated and delivered pursuant to this Trust Agreement;

provided, however, that in determining whether the Holders of the requisite
aggregate Liquidation Amount of the Outstanding Preferred Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Preferred Securities owned by the Depositor, any Trustee or any
Affiliate of the Depositor or any Trustee shall be disregarded and deemed not
to be Outstanding, except that (a) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Preferred Securities which such Trustee knows
to be so owned shall be so disregarded and (b) the foregoing shall not apply
at any time when all of the outstanding Preferred Securities are owned by the
Depositor, one or more of the Trustees and/or any such Affiliate. Preferred
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to act with respect to such
Preferred Securities and that the pledgee is not the Depositor or any
Affiliate of the Depositor.

"Owner" means each Person who is the beneficial owner of a Book-
Entry Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as

-7-
<PAGE>
reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing
Agency).

"Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.08 and shall initially be the Bank.

"Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures will be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Section 4.01.

"Person" means any individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

"Preferred Security" means a beneficial interest in the Trust,
having a Liquidation Amount of $25 and having the rights provided therefor in
this Trust Agreement, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

"Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as
Exhibit E.

"Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust heretofore formed and
continued hereunder and not in its individual capacity, or its successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

"Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date shall be a Redemption
Date for a Like Amount of Trust Securities.

"Redemption Price" means, with respect to any date fixed for
redemption of any Trust Security, the Liquidation Amount of such Trust
Security, plus accumulated and unpaid Distributions to such date.

"Relevant Trustee" shall have the meaning specified in Section 8.10.

"Securities Register" and "Securities Registrar" shall be as
described in Section 5.04.

"Securityholder" or "Holder" means a Person in whose name a Trust
Security or Securities is registered in the Securities Register; any such
Person shall be deemed to be a beneficial owner within the meaning of the
Delaware Business Trust Act.

-8-
<PAGE>
"Special Event" means either a Tax Event or an Investment Company
Event.

"Subordinated Indenture" means the Indenture, dated as of
__________ __,____, between Western Resources and the Debenture Trustee, as
trustee, as amended or supplemented from time to time.

"Tax Event" means the receipt by the Trust or the Depositor, as the
case may be, of an Opinion of Counsel experienced in such matters to the
effect that a relevant tax law change has occurred. For purposes of the
preceding sentence a relevant tax law change is any amendment or change to (or
officially proposed amendment or change to) the laws (including regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof, or the publication of any judicial opinion interpreting
such laws (or regulations) or any written interpretation of such laws (or
regulations) by any governmental authority having jurisdiction to enforce or
administer such laws (or regulations) (including official and unofficial
opinions purporting to apply such laws and regulations to other Persons who
have issued securities similar to the Debentures), which amendment, change,
proposed amendment or change, opinion or interpretation could if valid and
enacted or applied to the Trust or the Depositor result in (i) the Trust,
either currently or within 90 days of the date thereof, becoming subject to
United States federal income tax with respect to interest received on the
Debentures, (ii) interest payable by the Depositor on the Debentures
attributable to the Preferred Securities, either currently or within 90 days
of the date thereof, becoming nondeductible for United States federal income
tax purposes or (iii) the Trust, either currently or within 90 days of the
date thereof, becoming subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

"Trust" means the Delaware business trust created and continued
hereby and identified on the cover page to this Trust Agreement.

"Trust Agreement" means this Trust Agreement, as the same may be
modified, amended or supplemented in accordance with the applicable provisions
hereof, including all exhibits hereto, including, for all purposes of this
Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are deemed to be a part of and
govern this Trust Agreement and any such modification, amendment or
supplement, respectively.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"Trust Property" means (i) the Debentures, (ii) any cash on deposit
in, or owing to, the Payment Account and (iii) all proceeds and rights in
respect of the foregoing and any other property and assets for the time being

-9-
<PAGE>
held or deemed to be held by the Property Trustee pursuant to the trusts of
this Trust Agreement.

"Trust Security" means any one of the Common Securities or the
Preferred Securities.

"Trust Securities Certificate" means any one of the Common
Securities Certificates or the Preferred Securities Certificates.

"Underwriting Agreement" means the Underwriting Agreement, dated as
of ______ ___, ____, among the Trust, Western Resources and the several
underwriters named therein.

ARTICLE II

ESTABLISHMENT OF THE TRUST

Section 2.01. Name. The Trust created and continued hereby shall
be known as "Western Resources Capital I," as such name may be modified from
time to time by the Administrative Trustees following written notice to the
Holders and the other Trustees, in which name the Trustees may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

Section 2.02. Office of the Delaware Trustee; Principal Place of
Business. The office of the Delaware Trustee in the State of Delaware is
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration, or
such other address in Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal place
of business of the Trust is c/o Western Resources, Inc., 818 Kansas Avenue,
Topeka, Kansas 66612.

Section 2.03. Initial Contribution of Trust Property;
Organizational Expenses. The Property Trustee acknowledges receipt in trust
from the Depositor in connection with the Original Trust Agreement of the sum
of $10, which constituted the initial Trust Property. The Depositor shall pay
the organizational expenses of the Trust as they arise or shall, upon request
of any Trustee, promptly reimburse such Trustee for any such expenses paid by
such Trustee. The Depositor shall make no claim upon the Trust Property for
the payment of such expenses.

Section 2.04. Issuance of the Preferred Securities.
On_______________ the Depositor, on behalf of the Trust and pursuant to the
Original Trust Agreement, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, the
Administrative Trustees, on behalf of the Trust, shall execute and deliver to
the underwriters named therein Preferred Securities Certificates, registered
in the name of the nominee of the initial Clearing Agency, in an aggregate
amount of _________ Preferred Securities having an aggregate Liquidation

-10-
<PAGE>
Amount of $________ against receipt of the aggregate purchase price of such
Preferred Securities of $________, which amount the Administrative Trustees
shall promptly deliver to the Property Trustee.

Section 2.05. Subscription and Purchase of Debentures; Issuance of
the Common Securities. Contemporaneously with the execution and delivery of
this Trust Agreement, the Administrative Trustees, on behalf of the Trust,
shall subscribe to and purchase from the Depositor Debentures, registered in
the name of the Trust and having an aggregate principal amount equal to
$________, and, in satisfaction of the purchase price for such Debentures, (x)
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor
the sum of $________, and (y) contemporaneously therewith the Administrative
Trustees, on behalf of the Trust, shall execute and deliver to the Depositor
Common Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of ______ Common Securities having an aggregate Liquidation
Amount of $________.

Section 2.06. Declaration of Trust. The exclusive purposes of the
Trust are (a) to issue Trust Securities, (b) to purchase the Debentures with
the Common Securities and the proceeds from the sale of the Preferred
Securities, and (c) to engage in those activities necessary or incidental
thereto. The Depositor hereby appoints the Trustees as trustees of the Trust,
to have all the rights, powers and duties to the extent set forth herein, and
the Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Securityholders. The
Trustees shall have all rights, powers and duties set forth herein and in
accordance with applicable law with respect to accomplishing the purposes of
the Trust.

Section 2.07. Authorization to Enter into Certain Transactions.
(a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (c) of this Section, and in accordance with the following provisions
(A) and (B), the Trustees shall have the authority to enter into all trans-
actions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the
Trustees under this Trust Agreement, and to perform all acts in furtherance
thereof, including without limitation, the following:

(A) As among the Trustees, the Administrative Trustees shall
have the power, duty and authority to act on behalf of the Trust
with respect to the following matters:

(i) the issuance and sale of the Trust Securities;

(ii) to cause the Trust to enter into, and to execute,
deliver and perform on behalf of the Trust, the Expense
Agreement and the Certificate Depository Agreement and such
other agreements as may be necessary or desirable in connection
with the purposes and function of the Trust;

-11-
<PAGE>
(iii) assisting in the registration of the Preferred
Securities under the Securities Act of 1933, as amended, and
under state securities or blue sky laws, and the qualification
of this Trust Agreement as a trust indenture under the Trust
Indenture Act;

(iv) assisting in the listing of the Preferred Securities
upon such securities exchange or exchanges as shall be
determined by the Depositor and the registration of the
Preferred Securities under the Securities Exchange Act of 1934,
as amended, and the preparation and filing of all periodic and
other reports and other documents pursuant to the foregoing;

(v) the sending of notices (other than notices of
default) and other information regarding the Trust Securities
and the Debentures to the Securityholders in accordance with
this Trust Agreement;

(vi) the appointment of a Paying Agent, authenticating
agent and Securities Registrar in accordance with this Trust
Agreement;

(vii) registering transfers of the Trust Securities in
accordance with this Trust Agreement;

(viii) to the extent provided in this Trust Agreement,
the winding up of the affairs of and liquidation of the Trust
and the preparation, execution and filing of the certificate of
cancellation with the Secretary of State of the State of
Delaware;

(ix) unless otherwise determined by the Depositor, the
Property Trustee or the Administrative Trustees, or as
otherwise required by the Delaware Business Trust Act or the
Trust Indenture Act, to execute on behalf of the Trust (either
acting alone or together with any or all of the Administrative
Trustees) any documents that the Administrative Trustees have
the power to execute pursuant to this Trust Agreement; and

(x) the taking of any action incidental to the foregoing
as the Trustees may from time to time determine is necessary or
advisable to give effect to the terms of this Trust Agreement
for the benefit of the Securityholders (without consideration
of the effect of any such action on any particular Security-
holder).

(B) As among the Trustees, the Property Trustee shall have the
power, duty and authority to act on behalf of the Trust with respect
to the following matters:

-12-
<PAGE>
(i) the establishment and maintenance of the Payment
Account;

(ii) assisting in the registration of the Preferred
Securities under the Securities Act of 1933, as amended, and
under state securities or blue sky laws, and the qualification
of the Trust Agreement as a trust indenture under the Trust
Indenture Act;

(iii) the receipt of the Debentures;

(iv) the collection of interest, principal and any other
payments made in respect of the Debentures into the Payment
Account;

(v) the distribution of amounts owed to the Security-
holders in respect of the Trust Securities;

(vi) the sending of notices of default and other
information regarding the Trust Securities and the Debentures
to the Securityholders in accordance with this Trust Agreement;

(vii) the distribution of the Trust Property in
accordance with the terms of this Trust Agreement;

(ix) to cause the Trust to enter into, and to execute
deliver and perform on behalf of the Trust, the Expense
Agreement and the Certificate Depositary Agreement and such
other agreements as may be necessary or desirable in connection
with the consummation hereof; and

(x) the taking of any action incidental to the foregoing
as the Property Trustee may from time to time determine is
necessary or advisable to give effect to the terms of this
Trust Agreement and protect and conserve the Trust Property for
the benefit of the Securityholders (without consideration of
the effect of any such action on any particular
Securityholder).

(b) So long as this Trust Agreement remains in effect, the Trust
(or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trustees shall not (i) acquire any
investments or engage in any activities not authorized by this Trust
Agreement, (ii) sell, assign, transfer, exchange, pledge, set-off or otherwise

-13-
<PAGE>
dispose of any of the Trust Property or interests therein, including to
Securityholders, except as expressly provided herein, (iii) take any action
that would cause the Trust to be treated as an association taxable as a
corporation for United States federal income tax purposes, (iv) incur any
indebtedness for borrowed money or (v) take or consent to any action that
would result in the placement of a Lien on any of the Trust Property. The
Trustees shall defend all claims and demands of all Persons at any time
claiming any Lien on any of the Trust Property adverse to the interest of the
Trust or the Securityholders in their capacity as Securityholders.

(c) In connection with the issue and sale of the Preferred Securi-
ties, the Depositor shall have the right and responsibility to assist the
Trust with respect to, or effect on behalf of the Trust, the following (and
any actions taken by the Depositor in furtherance of the following prior to
the date of this Trust Agreement are hereby ratified and confirmed in all
respects):

(i) to prepare for filing with the Commission a registration
statement on Form S-3 in relation to the Preferred Securities, including
any amendments thereto;

(ii) to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Preferred
Securities and to do any and all such acts, other than actions which must
be taken by or on behalf of the Trust, and advise the Trustees of actions
they must take on behalf of the Trust, and prepare for execution and
filing any documents to be executed and filed by the Trust or on behalf
of the Trust, as the Depositor deems necessary or advisable in order to
comply with the applicable laws of any such States;

(iii) to prepare for filing by the Trust an application to the
New York Stock Exchange for listing upon notice of issuance of the
Preferred Securities;

(iv) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the
Preferred Securities under Section 12(b) of the Exchange Act, including
any amendments thereto;

(v) to negotiate the terms of, and execute and deliver, the
Underwriting Agreement providing for the sale of the Preferred
Securities; and

(vi) any other actions necessary or desirable to carry out any
of the foregoing activities.

(d) Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be
an "investment company" required to be registered under the Investment Company
Act of 1940, as amended, or taxed as a corporation for United States federal

-14-
<PAGE>
income tax purposes and so that the Debentures will be treated as indebtedness
of the Depositor for United States federal income tax purposes. In this
connection, the Depositor and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the Certificate of
Trust or this Trust Agreement, that the Depositor or any the Administrative
Trustee determines in its discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect the interests of
the holders of the Preferred Securities. Any action not specifically assigned
herein that the Trustees may be permitted or required to do under this Trust
Agreement may be taken by majority vote of the Trustees.

Section 2.08. Assets of Trust. The assets of the Trust shall
consist of the Trust Property.

Section 2.09. Title to Trust Property. Legal title to all Trust
Property shall be vested at all times in the Property Trustee (in its capacity
as such) and shall be held and administered by the Property Trustee for the
benefit of the Securityholders in accordance with this Trust Agreement.

ARTICLE III

PAYMENT ACCOUNT

Section 3.01. Payment Account. (a) On or prior to the Closing
Date, the Property Trustee shall establish the Payment Account. The Property
Trustee and any agent of the Property Trustee shall have exclusive control and
sole right of withdrawal with respect to the Payment Account for the purpose
of making deposits in and withdrawals from the Payment Account in accordance
with this Trust Agreement. All monies and other property deposited or held
from time to time in the Payment Account shall be held by the Property Trustee
in the Payment Account for the exclusive benefit of the Securityholders and
for distribution as herein provided, including (and subject to) any priority
of payments provided for herein.

(b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal or interest on, and any other
payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.

ARTICLE IV

DISTRIBUTIONS; REDEMPTIONS

Section 4.01. Distributions. (a) Distributions on the Trust
Securities shall be cumulative, and will accumulate whether or not there are
funds of the Trust available for the payment of Distributions. Distributions
shall accrue from ________ __,____, and, except in the event that Western
Resources exercises its right to extend the interest payment period for the

-15-
<PAGE>
Debentures pursuant to Section 101 of the form of supplement to the Subordinated
Indenture, shall be payable quarterly in arrears on March 31, June 30, September
30 and December 31 of each year, commencing on ________________. If any date on
which Distributions are otherwise payable on the Trust Securities is not a
Business Day, then the payment of such Distribution shall be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, payment of such distribution shall be made on
the immediately preceding Business Day, in each case, with the same force and
effect as if made on such date (each date on which distributions are payable in
accordance with this Section 4.01(a) a "Distribution Date").

(b) The Trust Securities represent beneficial interests in the Trust,
and, subject to Section 4.03 hereof, all Distributions will be made pro rata on
each of the Trust Securities; distributions payable as a preference on the
Preferred Securities shall be fixed at a rate of ___% per annum of the
Liquidation Amount of the Preferred Securities. The amount of Distributions
payable for any full quarterly period shall be computed on the basis of twelve
30-day months and a 360-day year and, for any period shorter than a full monthly
period, shall be computed on the basis of the actual number of days elapsed in
such period. If the interest payment period for the Debentures is extended
pursuant to Section 101 of the form of supplement to the Subordinated Indenture,
then the rate per annum at which Distributions on the Trust Securities
accumulate shall be increased by an amount such that the aggregate amount of
Distributions that accumulate on all Trust Securities during any such extended
interest payment period is equal to the aggregate amount of interest (including
interest payable on unpaid interest at the percentage rate per annum set forth
above, compounded quarterly) that accrues during any such extended interest
payment period on the Debentures. The amount of Distributions payable for any
period shall include the Additional Amounts, if any.

(c) Distributions on the Trust Securities shall be made and shall
be deemed payable on each Distribution Date only to the extent that the Trust
has funds legally and immediately available in the Payment Account for the
payment of such Distributions.

(d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on
the Securities Register for the Trust Securities on the relevant record date,
which shall be one Business Day prior to such Distribution Date; provided,
however, that in the event that the Preferred Securities do not remain in
book-entry-only form, the relevant record date shall be the date 15 days prior
to the relevant Distribution Date.

Section 4.02. Redemptions. (a) On each Debenture Redemption Date,
the Trust will be required to redeem a Like Amount of Trust Securities at the
Redemption Price.

(b) If (i) a Special Event shall occur and be continuing and (ii)
within 45 days following the occurrence of such Special Event the Trustees
shall not have received from the Debenture Trustee a notice of redemption of

-16-
<PAGE>
all of the Debentures on a Debenture Redemption Date (as specified in such
notice) which is to occur not later than 90 days following the occurrence of
such Special Event, the Depositor may in its sole discretion direct the
Trustees to, and the Trustees shall if so directed by the Depositor, dissolve
the Trust and cause the Trust to distribute in accordance with Section 9.04 to
each Holder of Trust Securities, on a Liquidation Date which shall occur not
later than 90 days following the occurrence of such Special Event, a Like
Amount of Debentures in liquidation of the Trust; provided, however, that the
Trustees shall be required to follow the direction of the Depositor to
dissolve the Trust and distribute the Debentures to Holders of Trust
Securities in accordance with this Section 4.02(b) and Section 9.04 only if
the Trust shall have received an Opinion of Counsel experienced in such
matters to the effect that the Holders of Preferred Securities will not
recognize any gain or loss for United States federal income tax purposes as a
result of such distribution. The election of the Depositor to cause the Trust
to be dissolved shall be evidenced by a Board Resolution. If the Trust is not
dissolved pursuant to the preceding sentence and the Trust Securities remain
Outstanding, then Additional Interest Attributable to Taxes (as defined in the
Subordinated Indenture) will be payable on the Debentures.

(c) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date to each Holder of Trust Securities to be
redeemed, at such Holder's address appearing in the Securities Register. All
notices of redemption shall identify the Trust Securities to be redeemed
(including CUSIP number) and shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) the place or payment where such Trust Securities are to
be surrendered for payment of the Redemption Price; and

(iv) that on the Redemption Date the Redemption Price will
become due and payable upon each such Trust Security to be redeemed
and that interest thereon will cease to accrue on and after said
date.

(d) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Debentures. Redemptions of the Trust Securities shall be made
and the Redemption Price shall be deemed payable on each Redemption Date only
to the extent that the Trust has funds immediately available in the Payment
Account for the payment of such Redemption Price.

(e) If the Property Trustee gives a notice of redemption in respect
of any Preferred Securities (which notice will be irrevocable), then, by
12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(d),
the Property Trustee shall, so long as the Preferred Securities are in book-
entry-only form, irrevocably deposit with the Clearing Agency for the

-17-
<PAGE>
Preferred Securities funds sufficient to pay the applicable Redemption Price
and, at the direction of the Depositor, shall give such Clearing Agency
irrevocable instructions and authority to pay the Redemption Price to the
Holders thereof. If the Preferred Securities are no longer in book-entry-only
form, the Property Trustee, subject to Section 4.02(d), shall irrevocably
deposit with the Paying Agent funds sufficient to pay the applicable
Redemption Price and shall give the Paying Agent irrevocable instructions to
pay the Redemption Price to the Holders thereof upon surrender of their Pre-
ferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Register for the Trust Securities on the relevant record dates
for the related Distribution Dates. If notice of redemption shall have been
given and funds deposited as required, then upon the date of such deposit, all
rights of Securityholders holding Trust Securities so called for redemption
will cease, except the right of such Securityholders to receive the Redemption
Price, but without interest on such Redemption Price, and such Securities will
cease to be outstanding. In the event that any date on which any Redemption
Price is payable is not a Business Day, then payment of the Redemption Price
payable on such date shall be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, payment of such Distribution shall be made on the immediately preceding
Business Day, in each case, with the same force and effect as if made on such
date. In the event that payment of the Redemption Price in respect of any
Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities will continue to accrue, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid,
in which case the actual payment date will be the date fixed for redemption
for purposes of calculating the Redemption Price.

(f) Payment of the Redemption Price on the Trust Securities shall
be made to the recordholders thereof as they appear on the Securities Register
for the Trust Securities on the relevant record date, which shall be one
Business Day prior to the relevant Redemption Date; provided, however, that in
the event that the Preferred Securities do not remain in book-entry-only form,
the relevant record date shall be the fifteenth day prior to the Redemption
Date.

(g) If less than all the Outstanding Trust Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust
Securities to be redeemed shall be allocated to the Common Securities and the
Preferred Securities on a pro rata basis based upon their respective aggregate
Liquidation Amount. The particular Preferred Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Property
Trustee from the Outstanding Preferred Securities not previously called for
redemption, by such method as the Property Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $25 or any integral multiple thereof) of the aggregate Liquidation

-18-
<PAGE>
Amount of Preferred Securities of a denomination larger than $25. The
Property Trustee shall promptly notify the Security Registrar in writing of
the Preferred Securities selected for redemption and, in the case of any
Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the aggregate
Liquidation Amount of Preferred Securities which has been or is to be
redeemed.

Section 4.03. Subordination of Common Securities. (a) Payment of
Distributions (including Additional Amounts, if applicable) on, and the
Redemption Price of, the Trust Securities, as applicable, shall be made pro
rata based on the aggregate Liquidation Amount of the Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date a
Debenture Event of Default shall have occurred and be continuing, no payment
of any Distribution (including Additional Amounts, if applicable) on, or
Redemption Price of, any Common Security, and no other payment on account of
the redemption, liquidation or other acquisition of Common Securities, shall
be made unless payment in full in cash of all accumulated and unpaid
Distributions (including Additional Amounts, if applicable) payable as a
preference on all Outstanding Preferred Securities for all distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities called for redemption, shall have been made or provided
for, and all funds immediately available to the Property Trustee shall first
be applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price of, Preferred
Securities then due and payable.

(b) In the case of the occurrence of any Debenture Event of
Default, the Holder of Common Securities will be deemed to have waived any
right to act with respect to any Event of Default until the effect of all such
Events of Default with respect to the Preferred Securities have been cured,
waived or otherwise eliminated. Until any such Events of Default under this
Trust Agreement with respect to the Preferred Securities have been so cured,
waived or otherwise eliminated, the Property Trustee shall act solely on
behalf of the Holders of the Preferred Securities and not the Holder of the
Common Securities, and only the Holders of the Preferred Securities will have
the right to direct the Property Trustee to act on their behalf.

Section 4.04. Payment Procedures. Payments in respect of the
Preferred Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities
Register or, if the Preferred Securities are held by a Clearing Agency,
Payments shall be made to by wire transfer to the Clearing Agency, which shall
credit the relevant Persons' accounts at such Clearing Agency on the
applicable distribution dates. Payments in respect of the Common Securities
shall be made in such manner as shall be mutually agreed between the Property
Trustee and the Common Securityholder.

-19-
<PAGE>
Section 4.05. Tax Returns and Reports. The Administrative Trustees
shall prepare (or cause to be prepared), at the Depositor's expense, and file
all United States federal, state and local tax and information returns and
reports required to be filed by or in respect of the Trust. In this regard,
the Administrative Trustees shall (a) prepare and file (or cause to be
prepared or filed) the Internal Revenue Service forms required to be filed in
respect of the Trust in each taxable year of the Trust and (b) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
related Internal Revenue Service forms or the information required to be
provided on such forms in order that such Securityholder may make all required
filings with the Internal Revenue Service in respect of such Securityholder's
Trust Securities. The Administrative Trustees shall provide the Depositor and
the Property Trustee with a copy of all such returns, reports and schedules
promptly after such filing or furnishing. The Trustees shall comply with
United States federal withholding and backup withholding tax laws and
information reporting requirements with respect to any payments to
Securityholders under the Trust Securities.

Section 4.06. Payment of Taxes, Duties, Etc. of the Trust. Upon
receipt under the Debentures of Additional Interest Attributable to Taxes (as
defined in the Subordinated Indenture), the Property Trustee shall promptly
pay any taxes, duties, assessments or governmental charges of whatsoever
nature (other than withholding taxes) imposed on the Trust by the United
States or any other taxing authority.

ARTICLE V

TRUST SECURITIES CERTIFICATES

Section 5.01. Initial Ownership. Upon the formation of the Trust
and the contribution by the Depositor pursuant to Section 2.03 and until the
issuance of the Trust Securities, and at any time during which no Trust
Securities are outstanding, the Depositor shall be the sole beneficial owner
of the Trust.

Section 5.02. The Trust Securities Certificates. Initial Holders
shall purchase Preferred Securities in minimum denominations of $25 (based on
Liquidation Amount) and integral multiples of $25 in excess thereof, and the
Common Securities Certificates shall be issued in denominations of $25
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual signature of
at least one Administrative Trustee. Trust Securities Certificates bearing
the manual signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be
so authorized prior to the delivery of such Trust Securities Certificates or
did not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the

-20-
<PAGE>
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

Section 5.03. Delivery of Trust Securities Certificates. On the
Closing Date, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.04
and 2.05, to be executed on behalf of the Trust and delivered to or upon the
written order of the Depositor signed by its chairman of the board, its
president or any vice president, without further corporate action by the
Depositor, in authorized denominations.

Section 5.04. Registration of Transfer and Exchange of Preferred
Securities Certificates. The Securities Registrar shall keep or cause to be
kept a Securities Register in which, subject to such reasonable regulations as
it may prescribe, the Securities Registrar shall provide for the registration
of Preferred Securities Certificates and Common Securities Certificates
(subject to Section 5.09 in the case of the Common Securities Certificates)
and registration of transfers and exchanges of Preferred Securities
Certificates as herein provided. The Bank shall be the initial Securities
Registrar.

Upon surrender for registration of transfer of any Preferred
Securities Certificate, the Administrative Trustees or any one of them shall
execute and deliver, in the name of the designated transferee or transferees,
one or more new Preferred Securities Certificates in authorized denominations
of a like aggregate Liquidation Amount dated the date of execution by such
Administrative Trustee or Trustees. The Securities Registrar shall not be
required to register the transfer of any Preferred Securities that have been
called for redemption. At the option of a Holder, Preferred Securities
Certificates may be exchanged for other Preferred Securities Certificates in
authorized denominations of the same class and of a like aggregate Liquidation
Amount upon surrender of the Preferred Securities Certificates to be
exchanged.

Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Administrative Trustees and
the Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Administrative Trustees.

No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Administrative Trustees
or the Securities Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Preferred Securities Certificates.

Section 5.05. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall

-21-
<PAGE>
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate, and (b) there shall be delivered to the
Securities Registrar and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless, then in
the absence of notice that such Trust Securities Certificate shall have been
acquired by a bona fide purchaser, the Administrative Trustees or any one of
them on behalf of the Trust shall execute and make available for delivery, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Securities Certificate, a new Trust Securities Certificate of like class,
tenor and denomination. In connection with the issuance of any new Trust
Securities Certificate under this Section, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Trust Securities Certificate issued pursuant to this Section
shall constitute conclusive evidence of a beneficial interest in the Trust, as
if originally issued, whether or not the lost, stolen or destroyed Trust
Securities Certificate shall be found at any time.

Section 5.06. Persons Deemed Securityholders. Prior to due
presentation of a Trust Securities Certificate for registration of transfer,
the Trustees or the Securities Registrar shall treat the Person in whose name
any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving distributions and for all other purposes whatsoever, and neither the
Trustees nor the Securities Registrar shall be bound by any notice to the
contrary.

Section 5.07. Access to List of Securityholders' Names and
Addresses. The Securities Registrar shall furnish or cause to be furnished
(x) to the Depositor, within 15 days after receipt by the Securities Registrar
of a request therefor from the Depositor in writing and (y) to the Property
Trustee, promptly after receipt by the Securities Registrar of a request
therefor from the Property Trustee in order to enable the Property Trustee to
discharge its obligations under this Trust Agreement, a list, in such form as
the Depositor or the Property Trustee (as applicable) may reasonably require,
of the names and addresses of the Securityholders as of the most recent Record
Date. In addition to, and not by way of limitation of, the provisions of
Section 312 of the Trust Indenture Act, if one or more Holders of Trust
Securities Certificates evidencing not less than 25% of the outstanding
Liquidation Amount apply in writing to the Securities Registrar, and such
application states that the applicants desire to communicate with other
Securityholders with respect to their rights under this Trust Agreement or
under the Trust Securities Certificates, and such application is accompanied
by a copy of the communication that such applicants propose to transmit, then
the Securities Registrar shall, within five Business Days after the receipt of
such application, afford such applicants access during normal business hours
to the current list of Securityholders. Each Holder, by receiving and holding
a Trust Securities Certificate, shall be deemed to have agreed not to hold
either the Depositor or the Securities Registrar accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

-22-
<PAGE>
Section 5.08. Appointment of Paying Agent. The Paying Agent shall
make distributions to Securityholders from the Payment Account and shall
report the amounts of such distributions to the Property Trustee and the
Administrative Trustees. The Paying Agent shall have the revocable power to
withdraw funds from the Payment Account for the purpose of making the
distributions referred to above. The Administrative Trustees may revoke such
power and remove the Paying Agent if such Trustees determine in their sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Agreement in any material respect. The Paying Agent shall initi-
ally be the Bank, and the Paying Agent may choose any co-paying agent that is
acceptable to the Administrative Trustees, the Property Trustee and the
Depositor. Any Person acting as a Paying Agent shall be permitted to resign
as Paying Agent upon 30 days' written notice to the Administrative Trustees,
the Property Trustee and the Depositor. In the event that the Bank shall no
longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act
as Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any co-paying agent
appointed by the Paying Agent to execute and deliver to the Trustees an
instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying
Agent or additional Paying Agent will hold all sums, if any, held by it for
payment to the Securityholders in trust for the benefit of the Securityholders
entitled thereto until such sums shall be paid to such Securityholders. The
Paying Agent shall return all unclaimed funds to the Property Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Property Trustee. The provisions of Sections 8.01, 8.03 and
8.06 shall apply to the Bank also in its role as Paying Agent, for so long as
the Bank shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

Section 5.09. Ownership of Common Securities by Depositor. On the
Closing Date, the Depositor shall acquire, and thereafter retain, beneficial
and record ownership of the Common Securities. Any attempted transfer of the
Common Securities shall be void. The Administrative Trustees shall cause each
Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE."

Section 5.10. Book-Entry Preferred Securities Certificates; Common
Securities Certificate. (a) The Preferred Securities Certificates, upon
original issuance, will be issued in the form of a typewritten Preferred Secu-
rities Certificate or Certificates representing Book-Entry Preferred
Securities Certificates, to be delivered to The Depository Trust Company, the
initial Clearing Agency, by, or on behalf of, the Trust. Such Preferred
Securities Certificate or Certificates shall initially be registered on the
Securities Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Owner will receive a definitive Preferred Securities
Certificate representing such Owner's interest in such Preferred Securities,

-23-
<PAGE>
except as provided in Section 5.12. Unless and until Definitive Preferred
Securities Certificates have been issued to Owners pursuant to Section 5.12:

(i) the provisions of this Section 5.10(a) shall be in full
force and effect;

(ii) the Securities Registrar, the Paying Agent and the Trust-
ees shall be entitled to deal with the Clearing Agency for all
purposes of this Trust Agreement relating to the Book-Entry
Preferred Securities Certificates (including the payment of
principal of and interest on the Book-Entry Preferred Securities and
the giving of instructions or directions to Owners of Book-Entry
Preferred Securities) as the sole Holder of Book-Entry Preferred
Securities and shall have no obligations to the Owners thereof;

(iii) to the extent that the provisions of this Section 5.10
conflict with any other provisions of this Trust Agreement, the
provisions of this Section 5.10 shall control;

(iv) the rights of the Owners of the Book-Entry Preferred
Securities Certificates shall be exercised only through the Clearing
Agency and shall be limited to those established by law and
agreements between such Owners and the Clearing Agency and/or the
Clearing Agency Participants. Pursuant to the Certificate
Depository Agreement, unless and until Definitive Preferred
Securities Certificates are issued pursuant to Section 5.12, the
initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit payments on
the Preferred Securities to such Clearing Agency Participants; and

(v) whenever this Trust Agreement requires or permits actions
to be taken based upon instructions or directions of Holders of
Trust Certificates evidencing a specified percentage of the
aggregate Liquidation Amount, the Clearing Agency shall be deemed to
represent such percentage only to the extent that it has received
instructions to such effect from Owners and/or Clearing Agency
Participants owning or representing, respectively, such required
percentage of the beneficial interest in the applicable class of
Trust Certificates and has delivered such instructions to the
Administrative Trustees.

(b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

Section 5.11. Notices to Clearing Agency. To the extent a notice
or other communication to the Owners is required under this Trust Agreement,
unless and until Definitive Preferred Securities Certificates shall have been
issued to Owners pursuant to Section 5.12, the Trustees shall give all such
notices and communications specified herein to be given to Owners to the
Clearing Agency, and shall have no obligations to the Owners.

-24-
<PAGE>
Section 5.12. Definitive Preferred Securities Certificates. If
(i) the Depositor advises the Trustees in writing that the Clearing Agency is
no longer willing or able properly to discharge its responsibilities with
respect to the Preferred Securities Certificates, and the Depositor is unable
to locate a qualified successor, (ii) the Depositor at its option advises the
Trustees in writing that it elects to terminate the book-entry system through
the Clearing Agency or (iii) after the occurrence of an Event of Default,
Owners of Preferred Securities Certificates representing beneficial interests
aggregating at least a majority of the Liquidation Amount advise the Clearing
Agency in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interest of the Owners of Preferred
Securities Certificates, then the Clearing Agency shall notify all Owners of
Preferred Securities Certificates and the Trustees of the occurrence of any
such event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Administrative Trustees of the typewritten
Preferred Securities Certificate or Certificates representing the Book-Entry
Preferred Securities Certificates by the Clearing Agency, accompanied by
registration instructions, the Administrative Trustees, or any one of them,
shall execute the Definitive Preferred Securities Certificates in accordance
with the instructions of the Clearing Agency. Neither the Securities
Registrar nor the Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such instructions. Upon the issuance of Definitive Preferred Securities
Certificates, the Trustees shall recognize the Holders of the Definitive
Preferred Securities Certificates as Securityholders. The Definitive
Preferred Securities Certificates shall be printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by the execution thereof (by hand or by
facsimile) by the Administrative Trustees or any one of them.

Section 5.13. Rights of Securityholders. The legal title to the
Trust Property is vested exclusively in the Property Trustee (in its capacity
as such) in accordance with Section 2.09. The Securityholders shall not have
any right or title therein other than the beneficial interest in the Trust
conferred by their Trust Securities, and they shall have no right to call for
any partition or division of property, profits or rights of the Trust except
as described below. The Trust Securities shall be personal property giving
only the rights specifically set forth therein and in this Trust Agreement.
The Trust Securities shall have no preemptive rights and when issued and
delivered to Securityholders against payment of the purchase price therefor
will be fully paid and nonassessable by the Trust. The Holders of the Trust
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.

-25-
<PAGE>
ARTICLE VI

ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

Section 6.01. Limitations on Voting Rights. (a) Except as
provided in this Section, in Sections 8.10 and 10.02 hereof, and in the
Subordinated Indenture, and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so
as to constitute the Securityholders from time to time as partners or members
of an association.

(b) So long as any Debentures are held by the Property Trustee on
behalf of the Trust, the Property Trustee shall not (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or executing any trust or power conferred on the Debenture
Trustee with respect to such Debentures, (ii) waive any past default which is
waivable under Section 513 of the Subordinated Indenture, (iii) exercise any
right to rescind or annul a declaration that the principal of all the
Debentures shall be due and payable or (iv) consent to any amendment,
modification or termination of the Subordinated Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the
prior approval of the Holders of at least a majority in Liquidation Amount of
the Preferred Securities; provided, however, that where a consent under the
Subordinated Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee
without the prior written consent of each holder of Preferred Securities. The
Property Trustee shall not revoke any action previously authorized or approved
by a vote of the Preferred Securities, except pursuant to a subsequent vote of
the Preferred Securities. The Property Trustee shall notify all Holders of
the Preferred Securities of any notice of default received from the Debenture
Trustee with respect to the Debentures. In addition to obtaining the
foregoing approvals of the Holders of the Preferred Securities, prior to
taking any of the foregoing actions, the Property Trustee shall, at the
expense of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that the Trust will not be classified as an association
taxable as a corporation for United States federal income tax purposes on
account of such action.

(c) If any proposed amendment to the Trust Agreement provides for,
or the Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Preferred
Securities, whether by way of amendment to the Trust Agreement or otherwise,
or (ii) the dissolution, winding-up or termination of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
Preferred Securities as a class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of the Holders of at least a majority in Liquidation Amount of the
Outstanding Preferred Securities. No amendment to this Trust Agreement may be

-26-
<PAGE>
made if, as a result of such amendment, the Trust would be classified as an
association taxable as a corporation for United States federal income tax
purposes.

Section 6.02. Notice of Meetings. Notice of all meetings of the
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Administrative Trustees pursuant to Section 10.07 to
each Preferred Securityholder of record, at his registered address, at least
15 days and not more than 90 days before the meeting. At any such meeting,
any business properly before the meeting may be so considered whether or not
stated in the notice of the meeting. Any adjourned meeting may be held as
adjourned without further notice.

Any and all notices to which any Preferred Securityholder hereunder
may be entitled and any and all communications shall be deemed duly served or
given if mailed, postage prepaid, addressed to any Preferred Securityholder of
record at his last known address as recorded on the Securities Register.

Section 6.03. Meetings of Preferred Securityholders. No annual
meeting of Securityholders is required to be held. The Administrative
Trustees, however, shall call a meeting of Securityholders to vote on any
matter upon the written request of the Preferred Securityholders of record of
25% of the Preferred Securities (based upon their aggregate Liquidation
Amount) and the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of Preferred Securityholders to vote
on any matters as to which Preferred Securityholders are entitled to vote.

Preferred Securityholders of record of 50% or more of the Preferred
Securities (based upon their aggregate Liquidation Amount), present in person
or by proxy, shall constitute a quorum at any meeting of Securityholders.

If a quorum is present at a meeting, an affirmative vote by the
Preferred Securityholders of record present, in person or by proxy, holding
more than a majority of the Preferred Securities (based upon their Liquidation
Amount) held by the Preferred Securityholders of record present, either in
person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.

Section 6.04. Voting Rights. Securityholders shall be entitled to
one vote for each $25 of Liquidation Amount represented by their Trust
Securities in respect of any matter as to which such Securityholders are
entitled to vote.

Section 6.05. Proxies, Etc. At any meeting of Securityholders, any
Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Pursuant to a resolution of the
Property Trustee, proxies may be solicited in the name of the Property Trustee

-27-
<PAGE>
or one or more officers of the Property Trustee. Only Securityholders of
record shall be entitled to vote. When Trust Securities are held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be
executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. No proxy shall be valid later than 36 full
calendar months after its date of execution (or such shorter period as may be
provided therein).

Section 6.06. Securityholder Action by Written Consent. Any action
which may be taken by Securityholders at a meeting may be taken without a
meeting if Securityholders holding more than a majority of all Outstanding
Trust Securities (based upon their Liquidation Amount) entitled to vote in
respect of such action (or such larger proportion thereof as shall be required
by any express provision of this Trust Agreement) shall consent to the action
in writing.

Section 6.07. Record Date for Voting and Other Purposes. For the
purposes of determining the Securityholders who are entitled to notice of and
to vote at any meeting or by written consent, or to participate in any
distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees may from time to time fix a date,
not more than 90 days prior to the date of any meeting of Securityholders or
the payment of distribution or other action, as the case may be, as a record
date for the determination of the identity of the Securityholders of record
for such purposes.

Section 6.08. Acts of Securityholders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Trust Agreement to be given, made or taken by
Securityholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by an
agent duly appointed in writing; and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Securityholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust
Agreement and (subject to Section 8.01) conclusive in favor of the Trustees,
if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized
by law to take acknowledgements of deeds, certifying that the individual

-28-
<PAGE>
signing such instrument or writing acknowledged to him the execution thereof.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which any Trustee receiving the same
deems sufficient.

Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Securityholder of any Trust Security shall bind
every future Securityholder of the same Trust Security and the Securityholder
of every Trust Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustees or the Trust in reliance thereon, whether
or not notation of such action is made upon such Trust Security.

Without limiting the foregoing, a Securityholder entitled hereunder
to take any action hereunder with regard to any particular Trust Security may
do so with regard to all or any part of the Liquidation Amount of such Trust
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such
Liquidation Amount.

If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder
or Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

Section 6.09. Inspection of Records. Subject to Section 5.07
concerning access to the list of Securityholders, upon reasonable notice to
the Administrative Trustees and the Property Trustee, the other records of the
Trust shall be open to inspection by Securityholders during normal business
hours for any purpose reasonably related to such Securityholder's interest as
a Securityholder.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE BANK

Section 7.01. Representations and Warranties. The Bank hereby
represents and warrants for the benefit of the Depositor and the Security-
holders that:

(a) the Bank is a banking corporation or trust company duly
organized, validly existing and in good standing under the laws of the
State of Delaware;

-29-
<PAGE>
(b) the Bank has full corporate power, authority and legal right to
execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery
and performance by it of this Trust Agreement;

(c) this Trust Agreement has been duly authorized, executed and
delivered by the Bank and constitutes the valid and legally binding
agreement of the Bank enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles;

(d) the Trust Securities Certificates issued on the Closing Date on
behalf of the Trust have been duly authorized and have been duly and
validly executed, issued and delivered by the Administrative Trustees
pursuant to the terms and provisions of, and in accordance with the
requirements of, this Trust Agreement, and the Securityholders will be
entitled to the benefits of this Trust Agreement;

(e) the execution, delivery and performance by the Bank of this
Trust Agreement have been duly authorized by all necessary corporate
action on the part of the Bank and do not require any approval of
stockholders of the Bank, and such execution, delivery and performance
will not (i) violate the Bank's Charter or By-laws, (ii) violate any
provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions
of, any indenture, mortgage, credit agreement, license or other agreement
or instrument to which the Bank is a party or by which it is bound, or
(iii) violate any law, governmental rule or regulation of the United
States or the State of Delaware, as the case may be, governing the
banking or trust powers of the Bank or any order, judgment or decree
applicable to the Bank;

(f) neither the authorization, execution or delivery by the Bank of
this Trust Agreement nor the consummation of any of the transactions by
the Bank contemplated herein or therein nor the issuance of the Trust
Securities Certificates pursuant to this Trust Agreement require the
consent or approval of, the giving of notice to, the registration with or
the taking of any other action with respect to any governmental authority
or agency under any existing federal law governing the banking or trust
powers of the Bank or under the laws of the State of Delaware;

(g) there are no taxes, fees or other governmental charges payable
by the Trust (or the Trustees on behalf of the Trust) under the laws of
the State of Delaware or any political subdivision thereof in connection
with the execution, delivery and performance by the Bank of this Trust
Agreement; and

-30-
<PAGE>
(h) there are no proceedings pending or, to the best of the Bank's
knowledge, threatened against or affecting the Bank in any court or
before any governmental authority, agency or arbitration board or
tribunal which, individually or in the aggregate, would materially and
adversely affect the Trust or would question the right, power and
authority of the Bank to enter into or perform its obligations as one of
the Trustees under this Trust Agreement.

ARTICLE VIII

THE TRUSTEES

Section 8.01. Certain Duties and Responsibilities. (a) The duties
and responsibilities of the Trustees shall be as provided by this Trust
Agreement and, in the case of the Property Trustee, by the Trust Indenture
Act. The Trustees shall have all the privileges, rights and immunities
provided by the Delaware Business Trust Act. Notwithstanding the foregoing,
no provision of this Trust Agreement shall require any of the Trustees to
expend 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. To the extent that, at law or in equity, a
Trustee has duties (including fiduciary duties) and liabilities relating
thereto to the Trust or to the Securityholders, such Trustee shall not be
liable to the Trust or to any Securityholder for such Trustee's good faith
reliance on the provisions of this Trust Agreement. The provisions of this
Trust Agreement, to the extent that they restrict the duties and liabilities
of the Trustees otherwise existing at law or in equity, are agreed by the
Depositor, the Securityholders to replace such other duties and liabilities of
the Trustees. Whether or not therein expressly so provided, every provision
of this Trust Agreement relating to the conduct or affecting the liability of
or affording protection to the Trustees shall be subject to the provisions of
this Section.

(b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the income and
proceeds from the Trust Property. Each Securityholder, by its acceptance of a
Trust Security, agrees that it will look solely to the income and proceeds
from the Trust Property to the extent legally available for distribution to it
as herein provided and that the Trustees are not personally liable to it for
any amount distributable in respect of any Trust Security or for any other
liability in respect of any Trust Security. This Section 8.01(b) does not
limit the liability of the Trustees expressly set forth elsewhere in this
Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

Section 8.02. Notice of Defaults. Within five Business Days after
the occurrence of any Event of Default actually known to the Property Trustee,
the Property Trustee shall transmit, in the manner and to the extent provided

-31-
<PAGE>
in Section 10.07, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless such default shall have been
cured or waived. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default.

Section 8.03. Certain Rights of the Property Trustee. Subject to
the provisions of Section 8.01 and except as provided by law:

(i) the Property Trustee may rely and shall be protected in
acting or refraining from acting in good faith upon any resolution,
Opinion of Counsel, certificate, written representation of a Holder
or transferee, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party
or parties;

(ii) if, other than during the occurrence and continuance of
an Event of Default, (A) in performing its duties under this Trust
Agreement the Property Trustee is required to decide between
alternative courses of action or (B) in construing any of the
provisions in this Trust Agreement the Property Trustee finds the
same ambiguous or inconsistent with any other provisions contained
herein or (C) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter
as to which the Preferred Securityholders are entitled to vote under
the terms of this Trust Agreement, the Property Trustee shall
deliver a notice to the Depositor requesting written instructions of
the Depositor as to the course of action to be taken. The Property
Trustee shall take such action, or refrain from taking such action,
as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if
the Property Trustee does not receive such instructions of the
Depositor within ten Business Days after it has delivered such
notice, or such reasonably shorter period of time set forth in such
notice (which to the extent practicable shall not be less than two
Business Days), it may, but shall be under no duty to, take or
refrain from taking such action not inconsistent with this Trust
Agreement as it shall deem advisable and in the best interests of
the Securityholders, in which event the Property Trustee shall have
no liability except for its own bad faith, negligence or willful
misconduct;

(iii) the Property Trustee may consult with counsel of its
selection and the written advice of such counsel or any 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 reliance thereon;

-32-
<PAGE>
(iv) the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Trust
Agreement at the request or direction of any of the Securityholders
pursuant to this Trust Agreement, unless such Securityholders shall
have offered to the Property Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

(v) the Property 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, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by one or more Securityholders;
and

(vi) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or
by or through its agents or attorneys, provided that the Property
Trustee shall be responsible for its own negligence or recklessness
with respect to selection of any agent or attorney appointed by it
hereunder.

Section 8.04. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Trust, and the Trustees
do not assume any responsibility for their correctness. The Trustees shall
not be accountable for the use or application by the Trust of the proceeds of
the Trust Securities, provided that such use or application is in accordance
with Section 2.05.

Section. 8.05. May Hold Securities. Except as provided in the
definition of the term "Outstanding" in Article I, any Trustee or any other
agent of any Trustee or the Trust, in its individual or any other capacity,
may become the owner or pledgee of Trust Securities and may otherwise deal
with the Trust with the same rights it would have if it were not a Trustee or
such other agent.

Section 8.06. Compensation; Fees; Indemnity. The Depositor agrees:

(1) to pay to the Trustees from time to time such
compensation as the Depositor and the Trustees shall from time to
time agree in writing for all services rendered by the Trustees
hereunder (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 the Trustees upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustees in
accordance with any provision of this Trust Agreement (including the
reasonable compensation and the expenses and disbursements of its

-33-
<PAGE>
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 Trustees or any predecessor
Trustee for, and to hold the Trustees harmless against, any and all
loss, damage, claims, liability or expense, including taxes, other
than taxes based on the income of the Trustee or withholding taxes
imposed with respect to payments on the Trust Securities, incurred
without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Trust
Agreement, 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.

Section 8.07. Corporate Property Trustee Required; Eligibility of
Trustees. (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that
has (a) a combined capital and surplus of at least $50,000,000 and (b) an
unsecured or deposit rating of at least investment grade by each of Standard &
Poor's Corporation and Moody's Investors Services, Inc. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Property Trustee with
respect to the Trust Securities shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

(b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative
Trustee shall be either a natural person who is at least 21 years of age
or a legal entity that shall act through one or more persons authorized
to bind such entity.

(c) There shall at all times be a Delaware Trustee with respect to
the Trust Securities. The Delaware Trustee shall either be (i) a natural
person who is at least 21 years of age and a resident of the State of
Delaware or (ii) a legal entity with its principal place of business in
the State of Delaware and that otherwise meets the requirements of
applicable Delaware law that shall act through one or more persons
authorized to bind such entity.

Section 8.08. Conflicting Interests. If the Property Trustee has
or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Property Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Trust Agreement.

Section 8.09. Co-Trustees and Separate Trustees. Unless an Event
of Default shall have occurred and be continuing, at any time or times, for

-34-
<PAGE>
the purpose of meeting the legal requirements of the Trust Indenture Act or of
any jurisdiction in which any part of the Trust Property may at the time be
located, the Holder of the Common Securities and the Administrative Trustees,
by agreed action of the majority of such Trustees, shall have power to
appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of all
or any part of such Trust Property, or to act as separate trustee of any such
property, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Depositor does not
join in such appointment within 15 days after the receipt by it of a request
so to do, or in case a Debenture Event of Default has occurred and is
continuing, the Administrative Trustees alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall satisfy the requirements of Section 8.07.

Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged, and
delivered by the Depositor.

Every co-trustee or separate trustee shall, to the extent permitted
by law, but to such extent only, be appointed subject to the following terms,
namely:

(1) The Trust Securities shall be executed and delivered and
all rights, powers, duties, and obligations hereunder in respect of
the custody of securities, cash and other personal property held by,
or required to be deposited or pledged with, the Trustees specified
hereunder, shall be exercised, solely by such Trustees.

(2) The rights, powers, duties, and obligations hereby
conferred or imposed upon the Property Trustee in respect of any
property covered by such appointment shall be conferred or imposed
upon and exercised or performed by the Property Trustee or by the
Property Trustee and such co-trustee or separate trustee jointly, as
shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any
jurisdiction in which any particular act is to be performed, the
Property Trustee shall be incompetent or unqualified to perform such
Act, in which event such rights, powers, duties, and obligations
shall be exercised and performed by such co-trustee or separate
trustee.

(3) The Property Trustee at any time, by an instrument in
writing executed by it, with the written concurrence of the

-35-
<PAGE>
Depositor, may accept the resignation of or remove any co-trustee or
separate trustee appointed under this Section, and, in case an Event
of Default under the Subordinated Indenture has occurred and is con-
tinuing, the Property Trustee shall have power to accept the
resignation of, or remove, any such co-trustee or separate trustee
without the concurrence of the Depositor. Upon the written request
of the Property Trustee, the Depositor shall join with the Property
Trustee in the execution, delivery, and performance of all
instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate
trustee so resigned or removed may be appointed in the manner
provided in this Section.

(4) No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Property
Trustee, or any other trustee hereunder.

(5) The Property Trustee shall not be liable by reason of any
act of a co-trustee or separate trustee.

(6) Any Act of Holders delivered to the Property Trustee
shall be deemed to have been delivered to each such co-trustee and
separate trustee. Upon receipt of such Act of Holders, the Property
Trustee shall promptly deliver a copy thereof to each such co-
trustee and separate trustee.

Section 8.10. Resignation and Removal; Appointment of Successor.
No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Relevant Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Relevant
Trustee in accordance with the applicable requirements of Section 8.11.

The Relevant Trustee may resign at any time with respect to the
Trust Securities by giving written notice thereof to the Securityholders. If
the instrument of acceptance by a successor Relevant Trustee required by
Section 8.11 shall not have been delivered to the Relevant Trustee within 30
days after the giving of such notice of resignation, the resigning Relevant
Trustee may petition any court of competent jurisdiction for the appointment
of a successor Relevant Trustee with respect to the Trust Securities.

Unless an Event of Default shall have occurred and be continuing,
the Relevant Trustee may be removed at any time by Act of the Common
Securityholder. If an Event of Default shall have occurred and be continuing,
the Relevant Trustee may be removed at such time by Act of the Securityholders
of a majority in aggregate Liquidation Amount of the Preferred Securities
Certificates, delivered to the Relevant Trustee (in its individual capacity
and on behalf of the Trust).

-36-
<PAGE>
If the Relevant Trustee shall resign, be removed or become incapable
of continuing to act as Relevant Trustee at a time when no Event of Default
shall have occurred and be continuing, the Common Securityholder, by Act of
the Common Securityholder delivered to the retiring Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees with respect to the
Trust Securities and the Trust, and the retiring Relevant Trustee shall comply
with the applicable requirements of Section 8.11. If the Relevant Trustee
shall resign, be removed or become incapable of continuing to act as the
Relevant Trustee at a time when an Event of Default shall have occurred and be
continuing, the Preferred Securityholders, by Act of the Securityholders of a
majority in Liquidation Amount of the Preferred Securities then Outstanding
delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees with respect to the Trust Securities and the
Trust, and the Relevant Trustee shall comply with the applicable requirements
of Section 8.11. If no successor Relevant Trustee with respect to the Trust
Securities shall have been so appointed by the Common Securityholder or the
Preferred Securityholders and accepted appointment in the manner required by
Section 8.11, any Securityholder who has been a Securityholder of Trust
Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee with respect to the Trust
Securities.

The retiring Relevant Trustee shall give notice of each resignation
and each removal of the Relevant Trustee with respect to the Trust Securities
and the Trust and each appointment of a successor Relevant Trustee with
respect to the Trust Securities and the Trust to all Securityholders in the
manner provided in Section 10.07 and to the Depositor. Each notice shall
include the name of the successor Relevant Trustee with respect to the Trust
Securities and the Trust and the address of its Corporate Trust Office.

Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who
is a natural person dies or becomes incompetent or incapacitated, the vacancy
created by such death, incompetence or incapacity may be filled by (i) the
unanimous act of remaining Administrative Trustees if there are at least two
of them or (ii) otherwise by the Depositor (with the successor in each case
being an individual who satisfies the eligibility requirement for
Administrative Trustees set forth in Section 8.07). Additionally,
notwithstanding the foregoing or any other provision of this Trust Agreement,
in the event the Depositor believes that any Administrative Trustee has become
incompetent or incapacitated, the Depositor, by notice to the remaining
Trustees, may terminate the status of such Person as an Administrative Trustee
(in which case the vacancy so created will be filled in accordance with the
preceding sentence).

Section 8.11. Acceptance of Appointment by Successor. In case of
the appointment hereunder of a successor Relevant Trustee with respect to all
Trust Securities and the Trust, every such successor Relevant Trustee so
appointed shall execute, acknowledge and deliver to the Trust and to the
retiring Relevant Trustee an instrument accepting such appointment, and there-

-37-
<PAGE>
upon the resignation or removal of the retiring Relevant Trustee shall become
effective and such successor Relevant Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Relevant Trustee; but, on the request of the Depositor
or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Relevant Trustee all the rights, powers and trusts of the retiring
Relevant Trustee and shall duly assign, transfer and deliver to such successor
Relevant Trustee all property and money held by such retiring Relevant Trustee
hereunder.

In case of the appointment hereunder of a successor Relevant Trustee
with respect to the Trust Securities and the Trust, the retiring Relevant
Trustee and each successor Relevant Trustee with respect to the Trust
Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (2) shall add to or change any of the
provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Relevant Trustee, it being understood that nothing herein or in such amendment
shall constitute such Relevant Trustees co-trustees of the same trust and that
each such Relevant Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any
other such Relevant Trustee, and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor
Relevant Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Trust; but, on request of
the Trust or any successor Relevant Trustee, such retiring Relevant Trustee
shall duly assign, transfer and deliver to such successor Relevant Trustee all
Trust Property, all proceeds thereof and money held by such retiring Relevant
Trustee hereunder with respect to the Trust Securities and the Trust.

Upon request of any such successor Relevant Trustee, the
Administrative Trustees on behalf of the Trust shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Relevant Trustee all such rights, powers and trusts referred to in
this Section 8.11, as the case may be.

No successor Relevant Trustee shall accept its appointment unless at
the time of such acceptance such successor Relevant Trustee shall be qualified
and eligible under this Article.

Section 8.12. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Property Trustee, the Delaware
Trustee or any Administrative Trustee which is not a natural person may be
merged or converted or with which it may be consolidated, or any corporation

-38-
<PAGE>
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of such Relevant Trustee, shall
be the successor of such Relevant Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article VIII, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

Section 8.13. Preferential Collection of Claims Against Depositor
or Trust. If and when the Property Trustee or the Delaware Trustee shall be
or become a creditor of the Depositor or the Trust (or any other obligor upon
the Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Depositor or the
Trust (or any such other obligor).

Section 8.14. Reports by the Property Trustee. (a) Within 60 days
after December 31 of each year commencing with December 31,____ the Property
Trustee shall transmit by mail to all Securityholders, as their names and
addresses appear in the Securities Register, and to the Depositor, a brief
report dated as of such December 31 with respect to:

(i) its eligibility under Section 8.07 or, in lieu thereof,
if to the best of its knowledge it has continued to be eligible
under said Section, a written statement to such effect; and

(ii) any action taken by the Property Trustee in the
performance of its duties hereunder which it has not previously
reported and which in its opinion materially affects the Trust
Securities.

(b) In addition the Property Trustee shall transmit to
Securityholders such reports concerning the Property Trustee and its actions
under this Trust Agreement as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

(c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with each stock
exchange upon which the Trust Securities are listed, with the Commission and
with the Depositor.

Section 8.15. Reports to the Property Trustee. The Depositor and
the Administrative Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act, in each case in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act.

Section 8.16. Evidence of Compliance with Conditions Precedent.
Each of the Depositor and the Administrative Trustees on behalf of the Trust

-39-
<PAGE>
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act may be given in the form of an
Officers' Certificate.

Section 8.17. Number of Trustees. (a) The number of Trustees
shall be five, provided that the Depositor, by written instrument may increase
or decrease the number of Administrative Trustees.

(b) If a Trustee ceases to hold office for any reason and the
number of Administrative Trustees is not reduced pursuant to Section 8.17(a),
or if the number of Trustees is increased pursuant to Section 8.17(a), a
vacancy shall occur. The vacancy shall be filled with a Trustee appointed in
accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not
operate to annul the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 8.10, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Trust Agreement.

Section 8.18 Delegation of Power. (a) Any Administrative Trustee
may, by power of attorney consistent with applicable law, delegate to any
other natural person over the age of 21 his or her power for the purpose of
executing any documents contemplated in Section 2.07(a), including any
registration statement or amendment thereto filed with the Commission, or
making any other governmental filing; and

(b) The Administrative Trustees shall have power to delegate from
time to time to such of their number the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of the Trust, as set forth herein.

ARTICLE IX

TERMINATION AND LIQUIDATION

Section 9.01. Termination upon Expiration Date. Unless earlier
terminated, the Trust shall automatically terminate on_________, ____ (the
"expiration date") following the distribution of the Trust Property in
accordance with Section 9.04.

-40-
<PAGE>
Section 9.02. Early Termination. Upon the first to occur of any of
the following events (such first occurrence, an "Early Termination Event"):

(i) the occurrence of a Bankruptcy Event in respect of, or
the dissolution or liquidation of, the Depositor;

(ii) the occurrence of a Special Event and a related required
distribution of Debentures to Securityholders in accordance with
Section 4.02(b);

(iii) the redemption of all of the Preferred Securities; and

(iv) an order for dissolution of the Trust shall have been issued
by a court of competent jurisdiction.

then the Trustees shall take such action as is required by Section 4.02 or
Section 9.04, as applicable.

Section 9.03. Termination. The respective obligations and
responsibilities of the Trustees and the Trust created and continued hereby
shall terminate upon the latest to occur of the following: (i) the
distribution by the Property Trustee to Securityholders upon the liquidation
of the Trust pursuant to Section 9.04, or upon the redemption of all of the
Trust Securities pursuant to Section 4.02, of all amounts required to be
distributed hereunder upon the final payment of the Trust Securities; (ii) the
payment of any expenses owed by the Trust; and (iii) the discharge of all
administrative duties of the Administrative Trustees, including the perform-
ance of any tax reporting obligations with respect to the Trust or the
Securityholders.

Section 9.04. Liquidation. (a) If an Early Termination Event
specified in clause (i) or (ii) of Section 9.02 occurs, the Trust shall be
liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, subject to receipt of an Opinion of Counsel as
specified in Section 4.02(b), to each Securityholder a Like Amount of
Debentures, subject to Section 9.04(d). Notice of liquidation shall be given
by the Administrative Trustees by first-class mail, postage prepaid, mailed
not later than 30 nor more than 60 days prior to the Liquidation Date to each
Holder of Trust Securities at such Holder's address appearing in the
Securities Register. All notices of liquidation shall:

(i) state the Liquidation Date;

(ii) state that from and after the Liquidation Date, the
Trust Securities will no longer be deemed to be outstanding and any
Trust Securities Certificates not surrendered for exchange will be
deemed to represent a Like Amount of Debentures; and

(iii) provide such information with respect to the mechanics
by which Holders may exchange Trust Securities Certificates for
Debentures, or if Section 9.04(d) applies receive a Liquidation

-41-
<PAGE>
Distribution, as the Administrative Trustees or the Property Trustee
shall deem appropriate.

(b) Except where Section 9.04(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment
of a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

(c) Except where Section 9.04(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding,
(ii) certificates representing a Like Amount of Debentures will be issued to
Holders of Trust Securities Certificates, upon surrender of such certificates
to the Administrative Trustees or their agent for exchange, (iii) Western
Resources shall use its reasonable efforts to have the Debentures listed on
the New York Stock Exchange or on such other exchange as the Preferred
Securities are then listed, (iv) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of
Debentures, accruing interest at the rate provided for in the Debentures from
the last Distribution Date on which a Distribution was made on such Trust
Certificates until such certificates are so surrendered (and until such
certificates are so surrendered, no payments of interest or principal will be
made to Holders of Trust Securities Certificates with respect to such
Debentures) and (v) all rights of Securityholders holding Trust Securities
will cease, except the right of such Securityholders to receive Debentures
upon surrender of Trust Securities Certificates.

(d) In the event that, notwithstanding the other provisions of this
Section 9.04, whether because of an order for dissolution entered by a court
of competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound up or terminated, by the Property Trustee in such manner as
the Property Trustee determines. In such event, on the date of the
dissolution, winding-up or other termination of the Trust, Securityholders
will be entitled to receive out of the assets of the Trust available for
distribution to Securityholders, after satisfaction of liabilities to
creditors, an amount equal to the Liquidation Amount per Trust Security plus
accrued and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"). If, upon any such dissolution, winding
up or termination, the Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be
paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the
Common Securities will be entitled to receive Liquidation Distributions upon
any such dissolution, winding up or termination pro rata (determined as
aforesaid) with Holders of Preferred Securities, except that, if an Event of

-42-
<PAGE>
Default has occurred and is continuing, the Preferred Securities shall have a
priority over the Common Securities.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01. Limitation of Rights of Securityholders. The death
or incapacity of any person having an interest, beneficial or otherwise, in a
Trust Security shall not operate to terminate this Trust Agreement, nor
entitle the legal representatives or heirs of such person or any
Securityholder for such person, to claim an accounting, take any action or
bring any proceeding in any court for a partition or winding up of the
arrangements contemplated hereby, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.

Section 10.02. Amendment. (a) This Trust Agreement may be amended
from time to time by the Trustees and the Depositor, without the consent of
any Securityholders, (i) to cure any ambiguity, correct or supplement any
provision herein or therein which may be inconsistent with any other provision
herein or therein, or to make any other provisions with respect to matters or
questions arising under this Trust Agreement, which shall not be inconsistent
with the other provisions of this Trust Agreement or (ii) to modify, eliminate
or add to any provisions of this Trust Agreement to such extent as shall be
necessary to ensure that the Trust will not be classified for United States
federal income tax purposes as an association taxable as a corporation at any
time that any Trust Securities are outstanding or to ensure that the Trust
will not be required to register as an "investment company" under the
Investment Company Act of 1940, as amended; provided, however, that such
amendment or action shall not adversely affect the rights of any
Securityholder and, in the case of clause (i), any amendments of this Trust
Agreement shall become effective only when notice thereof is given to the
Securityholders.

(b) Except as provided in Section 10.02(c) hereof, any provision of
this Trust Agreement may be amended by the Trustees and the Depositor with (i)
the consent of Trust Securityholders representing not less than a majority
(based upon Liquidation Amounts) of the Trust Securities then Outstanding and
(ii) receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's status as a grantor trust for
federal income tax purposes or cause the Trust to fail or cease to qualify for
an exemption from the status of an "investment company" under the Investment
Company Act of 1940, as amended.

(c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 6.03 or 6.06 hereof), this
Trust Agreement may not be amended to (i) change the amount or timing of any

-43-
<PAGE>
Distribution on the Trust Securities or otherwise adversely affect the amount
of any Distribution required to be made in respect of the Trust Securities as
of a specified date or (ii) restrict the right of a Securityholder to
institute suit for the enforcement of any such payment on or after such date.
Notwithstanding any other provision herein, without the unanimous consent of
the Securityholders (such consent being obtained in accordance with Section
6.03 or 6.06 hereof), paragraph (b) of this Section 10.02 may not be amended.

(d) Notwithstanding any other provisions of this Trust Agreement,
no Trustee shall enter into or consent to any amendment to this Trust
Agreement which would cause the Trust to fail or cease to qualify for an
exemption from status of an "investment company" under the Investment Company
Act of 1940, as amended.

(e) Notwithstanding anything in this Trust Agreement to the
contrary, without the consent of the Depositor, this Trust Agreement may not
be amended in a manner which imposes any additional obligation on the
Depositor.

(f) In the event that any amendment to this Trust Agreement is
made, the Administrative Trustees shall promptly provide to the Depositor a
copy of such amendment.

Section 10.03. Separability. In case any provision in this Trust
Agreement or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 10.04. Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES
WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Section 10.05. Successors. This Trust Agreement shall be binding
upon and shall inure to the benefit of any successor to the Trust or the
Relevant Trustee or both, including any successor by operation of law.

Section 10.06. Headings. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust
Agreement.

Section 10.07. Notice and Demand. Any notice, demand or other
communication which by any provision of this Trust Agreement is required or
permitted to be given or served to or upon any Securityholder or the Depositor
may be given or served in writing by deposit thereof, postage prepaid, in the
United States mail, hand delivery or facsimile transmission, in each case,
addressed, (i) in the case of a Preferred Securityholder, to such Preferred
Securityholder as such Securityholder's name and address may appear on the
Securities Register and (ii) in the case of the Common Securityholder or the

-44-
<PAGE>
Depositor, to Western Resources, Inc., 818 Kansas Avenue, Topeka, Kansas
66612, Attention: Vice President, Finance, facsimile no. (913) 575-8136, with
a copy to the Secretary, facsimile no. (913) 575-8160. Such notice, demand or
other communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given
in writing addressed (until another address is published by the Trust) as
follows: (i) with respect to the Property Trustee and the Delaware Trustee,
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration; and
(ii) with respect to the Administrative Trustees, to them at the address above
for notices to the Depositor, marked "Attention: Administrative Trustees of
Western Resources Capital I, c/o Treasury Department." Such notice, demand or
other communication to or upon the Trust or the Property Trustee shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Trust or the Property Trustee.

Section 10.08. Agreement Not to Petition. Each of the Trustees and
the Depositor agree for the benefit of the Securityholders that, until at
least one year and one day after the Trust has been terminated in accordance
with Article IX, they shall not file, or join in the filing of, a petition
against the Trust under any bankruptcy, reorganization, arrangement,
insolvency, liquidation or other similar law (including, without limitation,
the United States Bankruptcy Code) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under
any Bankruptcy Law. In the event the Depositor takes action in violation of
this Section 10.08, the Property Trustee agrees, for the benefit of Securit-
yholders, that at the expense of Depositor it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such petition by
the Depositor against the Trust or the commencement of such action and raise
the defense that the Depositor has agreed in writing not to take such action
and should be stopped and precluded therefrom and such other defenses, if any,
as counsel for the Trustee or the Trust may assert. The provisions of this
Section 10.08 shall survive the termination of this Trust Agreement.

Section 10.09. Trust Indenture Act; Conflict with Trust Indenture
Act.

(a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall,
to the extent applicable, be governed by such provisions.

(b) The Property Trustee shall be the only Trustee which is a
Trustee for the purposes of the Trust Indenture Act.

(c) If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Trust

-45-
<PAGE>
Agreement by any of the provisions of the Trust Indenture Act, such required
provision shall control.

(d) The application of the Trust Indenture Act to this Trust
Agreement shall not affect the nature of the Securities as equity securities
representing beneficial interests in the Trust.

-46-
<PAGE>
THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR
ON BEHALF OF A SECURITYHOLDER OR ANY OWNER, WITHOUT ANY SIGNATURE OR FURTHER
MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE
SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST
SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND THE
AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS
AND PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST
AND SUCH SECURITYHOLDER AND SUCH OTHERS.

_____________

IN WITNESS WHEREOF, the undersigned have executed and delivered this
Trust Agreement, in the case of Western Resources, the Property Trustee and
the Delaware Trustee by their representatives thereunto duly authorized.

WESTERN RESOURCES, INC.

By: _____________________________________________
Name:
Title:

WILMINGTON TRUST COMPANY,
as Property Trustee and Delaware Trustee

By: _____________________________________________
Name:
Title:

WILMINGTON TRUST COMPANY

. By: ______________________________________________
Name:
Title:

as Administrative Trustee

-47-
<PAGE>
EXHIBIT A

CERTIFICATE OF TRUST

WESTERN RESOURCES CAPITAL I

1. Name. The name of the business trust being formed hereby is
Western Resources Capital I.

3. Effective Date. This Certificate of Trust shall be effective as
of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

WILMINGTON TRUST COMPANY,
as Trustee

By:
Name:
Title:

A-1
<PAGE>
EXHIBIT B

CERTIFICATE DEPOSITORY AGREEMENT

_______ __, 1995

The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York 10041-0099.

Attention: General Counsel's Office

Re: Western Resources Capital I ____% Cumulative Quarterly Income
Preferred Securities

Ladies and Gentlemen:

The purpose of this letter is to set forth certain matters relating
to the issuance and deposit with The Depository Trust Company ("DTC") of the
Western Resources Capital I ____% Cumulative Quarterly Income Preferred
Securities (the "Preferred Securities"), of Western Resources Capital I, a
Delaware business trust (the "Issuer"), formed pursuant to a Trust Agreement
between Western Resources, Inc. ("Western Resources") and Wilmington Trust
Company (the "Bank") and ___________ _____________________, as Trustees. The
payment of distributions on the Preferred Securities and payments due upon
liquidation of the Issuer or redemption of the Preferred Securities are to be
guaranteed by Western Resources to the extent set forth in a Guarantee
Agreement dated _______________, ____ by Western Resources and Wilmington
Trust Company, as guarantee trustee, with respect to the Preferred Securities.
Western Resources and the Issuer propose to sell the Preferred Securities to
certain Underwriters (the "Underwriters") pursuant to an Underwriting
Agreement dated __________, _______ by and among the Underwriters, the Issuer
and Western Resources, and the Underwriters wish to take delivery of the
Preferred Securities through DTC.

To induce DTC to accept the Preferred Securities as eligible for
deposit at DTC, and to act in accordance with DTC's Rules with respect to the
Preferred Securities, the Issuer and the __________ make the following
representations to DTC:

1. Prior to the closing of the sale of the Preferred Securities to
the Underwriters, which is expected to occur on or about _____ __, _____,
there shall be deposited with DTC one or more global certificates
(individually and collectively, the "Global Certificate") registered in the
name of DTC's nominee, Cede & Co., representing an aggregate of up to ______
Preferred Securities and bearing the following legend:

B-1
<PAGE>
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer or its agent for
registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

2. The Amended and Restated Trust Agreement of Western Resources
Capital I provides for the voting by holders of the Preferred Securities under
certain limited circumstances. The Issuer shall establish a record date for
such purposes and shall, to the extent possible, give DTC notice of such
record date not less than 15 calendar days in advance of such record date.

3. In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation
of all or any part of the Preferred Securities outstanding, the Issuer or the
Bank shall send DTC a notice of such event at least 5 business days prior to
the effective date of such event.

4. In the event of distribution on, or an offering or issuance of
rights with respect to, the Preferred Securities outstanding, the Issuer or
the Bank shall send DTC a notice specifying: (a) the amount of and conditions,
if any, applicable to the payment of any such distribution or any such
offering or issuance of rights; (b) any applicable expiration or deadline
date, or any date by which any action on the part of the holders of Preferred
Securities is required; and (c) the date any required notice is to be mailed
by or on behalf of the Issuer to holders of Preferred Securities or published
by or on behalf of the Issuer (whether by mail or publication, the
"Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in
a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before the Publication
Date. The Issuer or the Bank will forward such notice either in a separate
secure transmission for each CUSIP number or in a secure transmission for
multiple CUSIP numbers (if applicable) that includes a manifest or list of
each CUSIP number submitted in that transmission. (The party sending such
notice shall have a method to verify subsequently the use of such means and
the timeliness of such notice.) The Publication Date shall be not less than
30 calendar days nor more than 60 calendar days prior to the payment of any
such distribution or any such offering or issuance of rights with respect to
the Preferred Securities. After establishing the amount of payment to be made
on the Preferred Securities, the Issuer or the Bank will notify DTC's Dividend
Department of such payment 5 business days prior to payment date. Notices to
DTC's Dividend Department by telecopy shall be sent to (212) 709-1723. Such
notices by mail or by any other means shall be sent to:

Manager, Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 23rd Floor

B-2
<PAGE>

New York, New York 10004-2695

The Issuer or the Bank shall confirm DTC's receipt of such telecopy
by telephoning the Dividend Department at (212) 709-1270.

5. In the event of a redemption by the Issuer of the Preferred
Securities, notice specifying the terms of the redemption and the Publication
Date of such notice shall be sent by the Issuer or the Bank to DTC not less
than 30 calendar days prior to such event by a secure means in the manner set
forth in paragraph 4. Such redemption notice shall be sent to DTC's Call
Notification Department at (516) 227-4164 or (516) 227-4190, and receipt of
such notice shall be confirmed by telephoning (516) 227-4070. Notice by mail
or by any other means shall be sent to:

Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, New York 11530-4719

6. In the event of any invitation to tender the Preferred
Securities, notice specifying the terms of the tender and the Publication Date
of such notice shall be sent by the Issuer or the Bank to DTC by a secure
means and in a timely manner as described in paragraph 4. Notices to DTC
pursuant to this paragraph and notices of other corporate actions (including
mandatory tenders, exchanges and capital changes), shall be sent, unless
notification to another department is expressly provided for herein, by
telecopy to DTC's Reorganization Department at (212) 709-1093 or (212) 709-
1094 and receipt of such notice shall be confirmed by telephoning
(212) 709-6884, or by mail or any other means to:

Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

7. All notices and payment advices sent to DTC shall contain the
CUSIP number or numbers of the Preferred Securities and the accompanying
designation of the Preferred Securities, which, as of the date of this letter,
is "Western Resources Capital I ____% Cumulative Quarterly Income Preferred
Securities".

8. Distribution payments or other cash payments with respect to
the Preferred Securities evidenced by the Global Certificate shall be governed
by DTC's current Principal and Income Payments Rider, a copy of which is
attached hereto as Annex I. For purposes of this letter, the term "Agent"
used in Annex I shall be deemed to refer to the Bank.

9. DTC may direct the Issuer and the Bank to use any other
telecopy number or address of DTC as the number or address to which notices or
payments may be sent.

B-3
<PAGE>

10. In the event of a conversion, redemption, or any other similar
transaction (e.g., tender made and accepted in response to the Issuer's or the
Bank's invitation) necessitating a reduction in the aggregate number of
Preferred Securities outstanding evidenced by the Global Certificate, DTC, in
its discretion: (a) may request the Issuer or the Bank to issue and
countersign a new Global Certificate; or (b) may make an appropriate notation
on the Global Certificate indicating the date and amount of such reduction.

11. DTC may discontinue its services as a securities depositary
with respect to the Preferred Securities at any time by giving reasonable
prior written notice to the Issuer and the Bank at which time DTC will confirm
with the Issuer or the Bank the aggregate number of Preferred Securities
deposited with it) and discharging its responsibilities with respect thereto
under applicable law. Under such circumstances, the Issuer may determine to
make alternative arrangements for book-entry settlement for the Preferred
Securities, make available one or more separate global certificates evidencing
Preferred Securities to any Participant having Preferred Securities credited
to its DTC account, or issue definitive Preferred Securities to the beneficial
holders thereof, and in any such case, DTC agrees to cooperate fully with the
Issuer and the Bank and to return the Global Certificate, duly endorsed for
transfer as directed by the Issuer or the Bank, together with any other
documents of transfer reasonably requested by the Issuer or the Bank.

12. In the event that the Issuer determines that beneficial owners
of Preferred Securities shall be able to obtain definitive Preferred
Securities, the Issuer or the Bank shall notify DTC of the availability of
certificates. In such event, the Issuer or the Bank shall issue, transfer and
exchange certificates in appropriate amounts, as required by DTC and others,
and DTC agrees to cooperate fully with the Issuer and the Bank and to return
the Global Certificate, duly endorsed for transfer as directed by the Issuer
or the Bank, together with any other documents of transfer reasonably
requested by the Issuer or the Bank.

13. This letter may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

B-4
<PAGE>
Nothing herein shall be deemed to require the Bank to advance funds
on behalf of the Issuer.

Very truly yours,

WESTERN RESOURCES CAPITAL I
(As Issuer)

By: (Depositor)

By:
Name:
Title:

WILMINGTON TRUST COMPANY
Trustee

By:
Name:
Title:

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By: __________________________________________
Authorized Officer

B-5
<PAGE>
ANNEX I

Principal and Income Payments Rider

1. This Rider supersedes any contradictory language set
forth in the Letter of Representations to which it is appended.

2. With respect to principal and income payments in the
Securities:

A. DTC shall receive all dividend and interest
payments on payable date in same-day funds by 2:30
p.m. ET (Eastern Time).

B. Issuer agrees that it or Agent shall provide
dividend and interest payment information to a
standard announcement service subscribed to by
DTC. In the unlikely event that no such service
exists, Issuer agrees that it or Agent shall
provide this information directly to DTC in
advance of the dividend or interest record date as
soon as the information is available.

This information should be conveyed directly to
DTC electronically. If electronic transmission is
not possible, such information should be conveyed
by telephone or facsimile transmission to:

The Depository Trust Company
Manager, Announcements
Dividend Department
7 Hanover Square, 22nd Floor
New York, NY 10004

Phone: (212) 709-1270
Fax: (212) 709-1723, 1686

C. Issuer agrees that for dividend and interest
payments, it or Agent shall provide automated
notification of CUSIP-level detail to the
depository no later than noon ET on the payment
date.

D. DTC shall receive maturity and redemption payments
and CUSIP-level detail on the payable date in
same-day funds by 2:30 p.m. ET. Absent any other
arrangements between Agent and DTC, such payments
shall be wired according to the following
instructions:
<PAGE>
Chemical Bank
ABA 021000128
For credit to A/C Depository Trust Company
Redemption Account 066-027306

in accordance with existing SDFS payment
procedures in the manner set forth in DTC's SDFS
Paying Agent Operating Procedures a copy of which
has previously been furnished to Agent.

E. DTC shall receive all other payments and CUSIP-
level detail resulting from corporate actions
(such as tender offers or mergers) on the first
payable date in same-day funds by 2:30 p.m. ET.
Absent any other arrangements between the Agent
and DTC, such payments shall be wired to the
following address:

Chemical Bank
ABA 021000128
For credit to A/C Depository Trust Company
Reorganization Account 066-027608

-2-
<PAGE>
EXHIBIT C

THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number Number of Common Securities
C-1

CERTIFICATE EVIDENCING COMMON SECURITIES

WESTERN RESOURCES CAPITAL I

Common Securities
(liquidation amount U.S. $25 per Common Security)

Western Resources Capital I, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Western
Resources, Inc. (the "Holder") is the registered owner of ________ common
securities of the Trust representing beneficial interests in the Trust and
designated the Common Securities (liquidation amount U.S. $25 per Common
Security) (the "Common Securities"). In accordance with Section 5.10 of the
Trust Agreement (as defined below) the Common Securities are not transferable
and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement of
the Trust dated as of ______ __,______, as the same may be amended from time
to time (the "Trust Agreement"), including the designation of the terms of the
Common Securities as set forth therein. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust
has executed this certificate this ___ day of ______,_____.

Western Resources Capital I

By:
Administrative Trustee

C-1
<PAGE>
EXHIBIT D

AGREEMENT AS TO EXPENSES AND LIABILITIES

AGREEMENT dated as of _________,______, between Western Resources,
Inc., a Kansas corporation ("Western Resources"), and Western Resources
Capital I, a Delaware business trust (the "Trust").

WHEREAS, the Trust intends to issue its Common Securities (the
"Common Securities") to and receive Debentures from Western Resources and to
issue and sell Western Resources Capital I ___% Cumulative Quarterly Income
Preferred Securities (the "Preferred Securities") with such powers,
preferences and special rights and restrictions as are set forth in the
Amended and Restated Trust Agreement of the Trust dated as of _____ __,______
as the same may be amended from time to time (the "Trust Agreement");

WHEREAS, Western Resources is the issuer of the Debentures;

NOW, THEREFORE, in consideration of the purchase by each holder of
the Preferred Securities, which purchase Western Resources hereby agrees shall
benefit Western Resources and which purchase Western Resources acknowledges
will be made in reliance upon the execution and delivery of this Agreement,
Western Resources and the Trust hereby agree as follows:

ARTICLE I

Section 1.01. Guarantee by Western Resources. Subject to the terms
and conditions hereof, Western Resources hereby irrevocably and
unconditionally guarantees to each person or entity to whom the Trust is now
or hereafter becomes indebted or liable (the "Creditors") the full payment,
when and as due, of any and all Obligations (as hereinafter defined) to such
Creditors. As used herein, "Obligations" means any indebtedness, expenses or
liabilities of the Trust, other than obligations of the Trust to pay to
holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be. This Agreement is
intended to be for the benefit of, and to be enforceable by, all such
Creditors, whether or not such Creditors have received notice hereof.

Section 1.02. Term of Agreement. This Agreement shall terminate
and be of no further force and effect upon the date on which there are no
Creditors remaining; provided, however, that this Agreement shall continue to
be effective or shall be reinstated, as the case may be, if at any time any
Creditor must restore payment of any sums paid under any Obligation for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional
and absolute.

Section 1.03. Waiver of Notice. Western Resources hereby waives
notice of acceptance of this Agreement and of any Obligation to which it
applies or may apply, and Western Resources hereby waives presentment, demand
for payment, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

D-1
<PAGE>
Section 1.04. No Impairment. The obligations, covenants,
agreements and duties of Western Resources under this Agreement shall in no
way be affected or impaired by reason of the happening from time to time of
any of the following:

(a) the extension of time for the payment by the Trust of all or
any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;

(b) any failure, omission, delay or lack of diligence on the part
of the Creditors to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Creditors with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind;
or

(c) the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt or, or other similar proceedings affecting, the Trust or any of the
assets of the Trust.

There shall be no obligation of the Creditors to give notice to, or obtain the
consent of, Western Resources with respect to the happening of any of the
foregoing.

Section 1.05. Enforcement. A Creditor may enforce this Agreement
directly against Western Resources and Western Resources waives any right or
remedy to require that any action be brought against the Trust or any other
person or entity before proceeding against Western Resources.

ARTICLE II

Section 2.01. Binding Effect. All guarantees and agreements
contained in this Agreement shall bind the successors, assigns, receivers,
trustees and representatives of Western Resources and shall inure to the
benefit of the Creditors.

Section 2.02. Amendment. So long as there remains any Creditor or
any Preferred Securities of any series are outstanding, this Agreement shall
not be modified or amended in any manner adverse to such Creditor or to the
holders of the Preferred Securities.

Section 2.03. Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by
delivering the same against receipt therefor by facsimile transmission
(confirmed by mail), telex or by registered or certified mail, addressed as
follows (and if so given, shall be deemed given when mailed or upon receipt of
an answer-back, if sent by telex), to wit:

Western Resources Capital I
Wilmington Trust Company
Rodney Square North,
1100 North Market Street
Wilmington, Delware 19890

D-2
<PAGE>
and copies to:

Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
Facsimile No.: (913) 575-8160
Attention: Vice President, Finance
(with a copy to the attention of the
Secretary and to the Administrative Trustees
Facsimile No.: (913) 575-8136

Section 2.04 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS.

THIS AGREEMENT is executed as of the day and year first above
written.

WESTERN RESOURCES, INC.

By:
Name:
Title:

WESTERN RESOURCES CAPITAL I

By:
Administrative Trustee

D-3
<PAGE>
EXHIBIT E

This Preferred Security is a Global Certificate within the meaning
of the Trust Agreement hereinafter referred to and is registered in the name
of The Depository Trust Company (the "Depository") or a nominee of the
Depository. This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depository or its nominee
only in the limited circumstances described in the Trust Agreement and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York
City) to Western Resources Capital I or its agent for registration of
transfer, exchange or payment, and any Preferred Security issued is registered
in the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is made
to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.

Certificate Number Number of Preferred Securities

P- CUSIP NO.

CERTIFICATE EVIDENCING PREFERRED SECURITIES

WESTERN RESOURCES CAPITAL I

____% Cumulative Quarterly Income Preferred Securities,
(liquidation amount U.S. $25 per Preferred Security)

Western Resources Capital, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede &
Co. (the "Holder") is the registered owner of ________ preferred securities of
the Trust representing a beneficial ownership interest in the Trust and
designated the Western Resources Capital I ____% Cumulative Quarterly Income
Preferred Securities (liquidation amount U.S. $25 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer as provided in Section 5.04 of the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued
and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of ________ _____,
as the same may be amended from time to time (the "Trust Agreement") including

E-1
<PAGE>
the designation of the terms of Preferred Securities as set forth therein.
The holder of this certificate is entitled to the benefits of the Guarantee
Agreement entered into by Western Resources, Inc., a Kansas corporation, and
Wilmington Trust Company, as guarantee trustee, dated as of _____ __,______
(the "Guarantee") to the extent provided therein. The Trust will furnish a
copy of the Trust Agreement and the Guarantee to the holder of this
certificate without charge upon written request to the Trust at its principal
place of business or registered office.

Upon receipt of this certificate, the holder of this certificate is
bound by the Trust Agreement and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust
has executed this certificate this ___ day of _______,______.

Western Resources Capital I

By:
Administrative Trustee

E-2
<PAGE>

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Preferred Security Certificate on the
books of the Trust. The agent may substitute another to act for
him or her.

Date:_______________________

Signature:_______________________________________
(Sign exactly as your name appears on the other side of this
Preferred Security Certificate)
<PAGE>
ANNEX I

DTC Principal and Income Payments Rider

1. This Rider supersedes any contradictory language set
forth in the Letter of Representations to which it is appended.

2. With respect to principal and income payments in the
Securities:

A. DTC shall receive all dividend and interest
payments on payable date in same-day funds by 2:30
p.m. ET (Eastern Time).

This information should be conveyed directly to
DTC electronically. If electronic transmission is
not possible, such information should be conveyed
by telephone or facsimile transmission to:

The Depository Trust Company
Manager, Announcements
Dividend Department
7 Hanover Square, 22nd Floor
New York, NY 10004

Phone: (212) 709-1270
Fax: (212) 709-1723, 1686

C. Issuer agrees that for dividend and interest
payments, it or Agent shall provide automated
notification of CUSIP-level detail to the
depository no later than noon ET on the payment
date.

in accordance with existing SDFS payment
procedures in the manner set forth in DTC's SDFS
Paying Agent Operating Procedures a copy of which
has previously been furnished to Agent.

Chemical Bank
ABA 021000128
For credit to A/C Depository Trust Company
Reorganization Account 066-027608

-2-

<PAGE>

Exhibit 5(a)

October 16, 1995

Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612

Dear Sirs:

As Executive Vice President and General Counsel of
Western Resources, Inc. (the "Company") and in connection with
the proposed issue and sale, from time to time, of % Defer-
rable Interest Subordinated Debentures in one or more series
(each such series of Debentures being hereinafter called the
"Debentures") and one or more Guarantees with respect to pre-
ferred securities issued from time to time by one or more
issuer trusts to whom a series of Debentures is issued (each
such Guarantee being hereinafter called a "Guarantee"), with
respect to which the Company is filing a Registration Statement
on Form S-3 with the Securities and Exchange Commission under
the Securities Act of 1933 (hereinafter called the "Securities
Act"), to which Registration Statement this opinion shall be
filed as an exhibit, I advise you that, in my opinion:

1. The Company is a corporation duly organized and
validly existing under the laws of the State of Kansas.

2. Each series of Debentures is to be issued under
an Indenture among the Company and the Trustee thereunder
(hereinafter called the "Indenture") to be further supplemented
by a Supplemental Indenture creating each such series of Deben-
tures (each such Supplemental Indenture being hereinafter
called a "Supplemental Indenture"), forms of which are filed as
exhibits to the Registration Statement. Upon (a) the Registra-
tion Statement becoming effective under the Securities Act, (b)
the authorization of the Indenture and the Supplemental Inden-
ture and the issuance, sale and delivery of the Debentures by
the Board of Directors of the Company and the execution of the
Indenture and the Supplemental Indenture by the Company and the
Trustee thereunder, acting by their proper officers, respec-
tively, and the delivery thereof, and (c) the execution of the
Debentures by the proper officers of the Company and the
authentication thereof by the Trustee in accordance with the

<PAGE>

provisions of the Indenture and the Supplemental Indenture and
the full payment therefor, the Indenture and each Supplemental
Indenture will be a valid instrument legally binding upon the
Company and the Debentures will be duly authorized and issued
and will constitute the legal, valid and binding obligations of
the Company subject, as to enforcement to bankruptcy, insol-
vency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to cred-
itors' rights generally.

3. Each Guarantee is to be issued under a Guarantee
Agreement between the Company and the Trustee thereunder (here-
inafter called the "Guarantee Agreement"), a form of which is
filed as an exhibit to the Registration Statement. Upon (a)
the Registration Statement becoming effective under the Securi-
ties Act, (b) the authorization of the Guarantee Agreement and
the issuance, sale and delivery of the Guarantee by the Board
of Directors of the Company and the execution of the Guarantee
Agreement by the Company and the Trustee thereunder, acting by
their proper officers, respectively, and the delivery thereof,
the Guarantee Agreement will be a valid instrument legally
binding upon the Company and the Guarantee will be duly autho-
rized and issued and will constitute the legal, valid and bind-
ing obligation of the Company subject, as to enforcement to
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect
relating to creditors' rights generally.

I hereby consent to the filing of a copy of this
opinion as an exhibit to said Registration Statement. I also
consent to the use of my name and the making of the statements
with respect to myself in the Registration Statement and the
Prospectus constituting a part thereof.

Very truly yours,

John K. Rosenberg

[Letterhead of Richards, Layton & Finger]

October 13, 1995

Western Resources Capital I
c/o Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612

Re: Western Resources Capital I

Ladies and Gentlemen:

We have acted as special Delaware counsel for Western Resources,
Inc., a Kansas corporation ("Western Resources"), and Western Resources
Capital I, a Delaware business trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust, dated as of October 12,
1995 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on October 12, 1995;

(b) The Trust Agreement of the Trust, dated as of October 12, 1995,
between Western Resources and the trustees of the Trust named therein;

(c) The Registration Statement (the "Registration Statement") on
Form S-3, including a preliminary prospectus (the "Prospectus"), and a
preliminary prospectus supplement (the "Prospectus Supplement") relating to
the __% Cumulative Quarterly Income Preferred Securities of the Trust
representing preferred undivided beneficial interests in the assets of the
Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), as proposed to be filed by Western Resources, the Trust and
others as set forth therein with the Securities and Exchange Commission on or
about October 13, 1995;

(d) A form of Amended and Restated Trust Agreement of the Trust, to
be entered into among Western Resources, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits C and E thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

(e) A Certificate of Good Standing for the Trust, dated October 13,
1995, obtained from the Secretary of State.
<PAGE>
Western Resources Capital I
October 13, 1995
Page 2

Initially capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement.

For purposes of this opinion, we have not reviewed any documents
other than the documents listed above, and we have assumed that there exists
no provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth therein
and the additional matters recited or assumed herein, all of which we have
assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies
or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the
legal capacity of natural persons who are parties to the documents examined by
us, (iv) that each of the parties to the documents examined by us has the
power and authority to execute and deliver, and to perform its obligations
under, such documents, (v) the due authorization, execution and delivery by
all parties thereto of all documents examined by us, (vi) the receipt by each
Person to whom a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Security
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Trust Agreement and the
Registration Statement, and (vii) that the Preferred Securities are issued and
sold to the Preferred Security Holders in accordance with the Trust Agreement
and the Registration Statement. We have not participated in the preparation
of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
<PAGE>
Western Resources Capital I
October 13, 1995
Page 3

Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary
or appropriate, and subject to the assumptions, qualifications, limitations
and exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
Section 3801, et seq.

2. The Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition,
we hereby consent to the use of our name under the heading "Legal Matters" in
the Prospectus. In giving the foregoing consents, we do not thereby admit
that we come within the category of Persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

[Letterhead of Richards, Layton & Finger]

October 13, 1995

Western Resources Capital II
c/o Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612

Re: Western Resources Capital II

Ladies and Gentlemen:

We have acted as special Delaware counsel for Western Resources,
Inc., a Kansas corporation ("Western Resources"), and Western Resources
Capital II, a Delaware business trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(b) The Trust Agreement of the Trust, dated as of October 12, 1995,
between Western Resources and the trustees of the Trust named therein;

(e) A Certificate of Good Standing for the Trust, dated October 13,
1995, obtained from the Secretary of State.
<PAGE>
Western Resources Capital II
October 13, 1995
Page 2

Initially capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement.

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
Section 3801, et seq.

Very truly yours,

Exhibit 8

October 18, 1995

WESTERN RESOURCES, INC.
818 Kansas Avenue
Topeka, Kansas 08543

Gentlemen:

We have acted as counsel to Western Resources, Inc.
("Western Resources") in connection with the proposed offering
by Western Resources Capital I and Western Resources Capital II
(the "Trusts") of their Cumulative Quarterly Income Preferred
Securities (the "Preferred Securities") as described in that
certain Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission
on October 18, 1995.

We understand that our opinion will be attached as an
Exhibit to, and will be referred to under the heading "UNITED
STATES TAXATION" in, the Prospectus Supplement that is a part
of the Registration Statement, and we hereby consent to such
use of our opinion.

All capitalized terms used herein without definition
shall have the same meaning as in the Registration Statement.

In rendering the opinions expressed herein, we have
examined such documents as we have deemed appropriate, includ-
ing (but not limited to) the Registration Statement and all
Exhibits thereto. In our examination of documents, we have
assumed, with your consent, that all documents submitted to us
are authentic originals, or if submitted as photocopies, that
they faithfully reproduce the originals thereof, that all such
documents have been or will be duly executed to the extent
required, that all representations and statements set forth in
such documents are true and correct, and that all obligations
imposed by any such documents on the parties thereto are
enforceable, and have been or will be performed or satisfied,
in accordance with their terms. In addition, we have relied,
with your consent, upon (i) the opinion of John K. Rosenberg,

<PAGE>

Esq. with respect to the validity of the Guarantee Agreement
and the Junior Subordinated Debentures to be issued by Western
Resources to the Trusts and (ii) the opinion of Richards,
Layton & Finger with respect to the validity of the Preferred
Securities.

Based upon and subject to the foregoing, we are of
the following opinions.

(1) The Trusts will be treated as grantor trusts and
not as associations taxable as corporations for United States
federal income tax purposes.

(2) The discussion contained in the Registration
Statement under the heading "UNITED STATES TAXATION", insofar
as it relates to matters of law and legal conclusions, is cor-
rect in all material respects.

The opinions expressed herein are based upon the
United States Internal Revenue Code, the United States Treasury
Regulations promulgated thereunder, current administrative
positions of the United Sates Internal Revenue Service, and
existing judicial decisions, any of which could be changed at
any time, possibly on a retroactive basis. Any such changes
could adversely affect the opinions rendered herein and the tax
consequences to the Trusts and to the holders of the Preferred
Securities. In addition, our opinions cannot be relied upon if
any of the facts contained in the documents that we have exam-
ined, including the opinions of John K. Rosenberg, Esq. and
Richards, Layton & Finger, or if any of the assumptions that we
have made, is, or later becomes, inaccurate.

Finally, our opinion is limited to the tax matters
specifically covered thereby, and we have not been asked to
address, nor have we addressed, any other tax consequences
relating to the formation or operation of the Trusts or of an
investment in the Preferred Securities.

Sincerely yours,

PLACE DOCUMENT HERE

<TABLE>
<CAPTION>
Exhibit 12
WESTERN RESOURCES, INC.
Computations of Ratio of Earnings to Fixed Charges and
Computations of Ratio of Earnings to Combined Fixed Charges
and Preferred and Preference Dividend Requirements
(Dollars in Thousands)

Unaudited
Twelve
Months
Ended
June 30, Year Ended December 31,
-------- --------------------------------------------------------------
1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Net Income. . . . . . . . $154,358 $187,447 $177,370 $127,884 $ 89,645 $ 79,619
Taxes on Income . . . . . 78,337 99,951 78,755 46,099 42,527 36,736
-------- -------- -------- -------- -------- --------
Net Income Plus Taxes . 232,695 287,398 256,125 173,983 132,172 116,355
-------- -------- -------- -------- -------- --------
Fixed Charges:
Interest on
Long-Term Debt . . . . 95,510 98,483 123,551 117,464 51,267 51,542
Interest on
Other Indebtedness . . 25,269 20,139 19,255 20,009 10,490 11,022
Interest on Corporate-
owned Life Insurance
Borrowings . . . . . . 28,427 26,932 16,252 5,294 - -
Interest Applicable to
Rentals. . . . . . . . 29,002 29,003 28,827 27,429 5,089 4,426
-------- -------- -------- -------- -------- --------
Total Fixed Charges 178,208 174,557 187,885 170,196 66,846 66,990
-------- -------- -------- -------- -------- --------
Preferred and Preference
Dividend Requirements:
Preferred and Preference
Dividends. . . . . . . 13,418 13,418 13,506 12,751 6,377 1,744
Income Tax Required. . . 6,810 7,155 5,997 4,596 3,025 805
-------- -------- -------- -------- -------- --------
Total Preferred and
Preference Dividend
Requirements . . . . . 20,228 20,573 19,503 17,347 9,402 2,549
-------- -------- -------- -------- -------- --------
Total Fixed Charges and
Preferred and
Preference Dividend
Requirements . . . . . 198,436 195,130 207,388 187,543 76,248 69,539
-------- -------- -------- -------- -------- --------

Earnings (1) . . . . . . . $410,903 $461,955 $444,010 $344,179 $199,018 $183,345
======== ======== ======== ======== ======== ========

Ratio of Earnings to Fixed
Charges. . . . . . . . 2.31 2.65 2.36 2.02 2.98 2.74

Ratio of Earnings to Combined
Fixed Charges and Preferred
and Preference Dividend
Requirements . . . . . . 2.07 2.37 2.14 1.84 2.61 2.64

- ----------------
<FN>
(1) Earnings are deemed to consist of net income to which has been added income taxes (including net deferred
investment tax credit) and fixed charges. Fixed charges consist of all interest on indebtedness,
amortization of debt discount and expense, and the portion of rental expense which represents an interest
factor. Preferred and preference dividend requirements consist of an amount equal to the pre-tax
earnings which would be required to meet dividend requirements on preferred and preference stock.
</TABLE>

Exhibit 23(d)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent
to the incorporation by reference in this Registration State-
ment on Form S-3 used to register $200 million of the Cumula-
tive Quarterly Income Series A Preferred Securities of our
reports dated January 25, 1995, included in and incorporated by
reference in Western Resources, Inc.'s Form 10-K for the year
ended December 31, 1994, and to all references to our Firm
included in this Registration Statement.

ARTHUR ANDERSEN LLP

Kansas City, Missouri,
October 16, 1995

Exhibit 23(e)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of Western Resources, Inc. on Form S-3
of our report dated January 29, 1993 appearing in the Annual
Report on Form 10-K of Kansas Gas and Electric Company for the
year ended December 31, 1992 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this
Registration Statement.

DELOITTE & TOUCHE LLP

Kansas City, Missouri

Dated: October 16, 1995

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

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) ______

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
Wilmington, Delaware 19890
(Address of principal executive offices)

Myfanwy Phillips Bonilla
Asst. Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8914
(Name, address and telephone number of agent for service)

Western Resources, Inc.
(Exact name of obligor as specified in its charter)

Kansas 48-0290150
(State of incorporation) (I.R.S. employer identification no.)

818 Kansas Avenue
Topeka, Kansas 66612

(Address of principal executive offices) (Zip Code)

Deferrable Interest Subordinated Debentures
(Title of the indenture securities)

1
<PAGE>
ITEM 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.

Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, DelawareSuite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor
is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

A. Copy of the Charter of Wilmington Trust Company, which includes
the certificate of authority of Wilmington Trust Company to
commence business and the authorization of Wilmington Trust
Company to exercise corporate trust powers.
B. Copy of By-Laws of Wilmington Trust Company.
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.

Pursuant to the requirements of the Trust Indenture Act of
1939, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 12th
day of October, 1995.

WILMINGTON TRUST COMPANY
[SEAL]
By: /s/David P. Fontello
Attest:/s/ Patricia A. Evans Name: David P. Fontello
Assistant Secretary Title: Vice President

2
<PAGE>
EXHIBIT C

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of
1939, Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities Exchange Commission upon requests therefor.

WILMINGTON TRUST COMPANY

Dated: October 12, 1995 By: /s/ David P. Fontello
Name: David P. Fontello
Title: Vice President

<PAGE>
EXHIBIT A

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987
<PAGE>
Amended Charter

Act of Incorporation

Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the
name of which company was changed to "Wilmington Trust Company" by an
amendment filed in the Office of the Secretary of State on March 18, A.D.
1903, and the Charter or Act of Incorporation of which company has been from
time to time amended and changed by merger agreements pursuant to the
corporation law for state banks and trust companies of the State of Delaware,
does hereby alter and amend its Charter or Act of Incorporation so that the
same as so altered and amended shall in its entirety read as follows:

First: - The name of this corporation is Wilmington Trust Company.

Second: - The location of its principal office in the State of Delaware
is at Rodney Square North, in the City of Wilmington, County of New
Castle; the name of its resident agent is Wilmington Trust Company whose
address is Rodney Square North, in said City. In addition to such
principal office, the said corporation maintains and operates branch
offices in the City of Newark, New Castle County, Delaware, the Town of
Newport, New Castle County, Delaware, at Claymont, New Castle County,
Delaware, at Greenville, New Castle County Delaware, and at Milford Cross
Roads, New Castle County, Delaware, and shall be empowered to open,
maintain and operate branch offices at Ninth and Shipley Streets, 418
Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the
City of Wilmington, New Castle County, Delaware, and such other branch
offices or places of business as may be authorized from time to time by
the agency or agencies of the government of the State of Delaware
empowered to confer such authority.

Third: - (a) The nature of the business and the objects and purposes
proposed to be transacted, promoted or carried on by this Corporation are
to do any or all of the things herein mentioned as fully and to the same
extent as natural persons might or could do and in any part of the world,
viz.:

(1) To sue and be sued, complain and defend in any Court of law or
equity and to make and use a common seal, and alter the seal at
pleasure, to hold, purchase, convey, mortgage or otherwise deal in
real and personal estate and property, and to appoint such officers
and agents as the business of the Corporation shall require, to make
by-laws not inconsistent with the Constitution or laws of the United
States or of this State, to discount bills, notes or other evidences
of debt, to receive deposits of money, or securities for money, to
buy gold and silver bullion and foreign coins, to buy and sell bills

<PAGE>
of exchange, and generally to use, exercise and enjoy all the
powers, rights, privileges and franchises incident to a corporation
which are proper or necessary for the transaction of the business of
the Corporation hereby created.

(2) To insure titles to real and personal property, or any estate
or interests therein, and to guarantee the holder of such property,
real or personal, against any claim or claims, adverse to his
interest therein, and to prepare and give certificates of title for
any lands or premises in the State of Delaware, or elsewhere.

(3) To act as factor, agent, broker or attorney in the receipt,
collection, custody, investment and management of funds, and the
purchase, sale, management and disposal of property of all
descriptions, and to prepare and execute all papers which may be
necessary or proper in such business.

(4) To prepare and draw agreements, contracts, deeds, leases,
conveyances, mortgages, bonds and legal papers of every description,
and to carry on the business of conveyancing in all its branches.

(5) To receive upon deposit for safekeeping money, jewelry, plate,
deeds, bonds and any and all other personal property of every sort
and kind, from executors, administrators, guardians, public
officers, courts, receivers, assignees, trustees, and from all
fiduciaries, and from all other persons and individuals, and from
all corporations whether state, municipal, corporate or private, and
to rent boxes, safes, vaults and other receptacles for such
property.

(6) To act as agent or otherwise for the purpose of registering,
issuing, certificating, countersigning, transferring or underwriting
the stock, bonds or other obligations of any corporation,
association, state or municipality, and may receive and manage any
sinking fund therefor on such terms as may be agreed upon between
the two parties, and in like manner may act as Treasurer of any
corporation or municipality.

(7) To act as Trustee under any deed of trust, mortgage, bond or
other instrument issued by any state, municipality, body politic,
corporation, association or person, either alone or in conjunction
with any other person or persons, corporation or corporations.

(8) To guarantee the validity, performance or effect of any
contract or agreement, and the fidelity of persons holding places of
responsibility or trust; to become surety for any person, or
persons, for the faithful performance of any trust, office, duty,
contract or agreement, either by itself or in conjunction with any
other person, or persons, corporation, or corporations, or in like
manner become surety upon any bond, recognizance, obligation,
judgment, suit, order, or decree to be entered in any court of
record within the State of Delaware or elsewhere, or which may now

2
<PAGE>
or hereafter be required by any law, judge, officer or court in the
State of Delaware or elsewhere.

(9) To act by any and every method of appointment as trustee,
trustee in bankruptcy, receiver, assignee, assignee in bankruptcy,
executor, administrator, guardian, bailee, or in any other trust
capacity in the receiving, holding, managing, and disposing of any
and all estates and property, real, personal or mixed, and to be
appointed as such trustee, trustee in bankruptcy, receiver,
assignee, assignee in bankruptcy, executor, administrator, guardian
or bailee by any persons, corporations, court, officer, or
authority, in the State of Delaware or elsewhere; and whenever this
Corporation is so appointed by any person, corporation, court,
officer or authority such trustee, trustee in bankruptcy, receiver,
assignee, assignee in bankruptcy, executor, administrator, guardian,
bailee, or in any other trust capacity, it shall not be required to
give bond with surety, but its capital stock shall be taken and held
as security for the performance of the duties devolving upon it by
such appointment.

(10) And for its care, management and trouble, and the exercise of
any of its powers hereby given, or for the performance of any of the
duties which it may undertake or be called upon to perform, or for
the assumption of any responsibility the said Corporation may be
entitled to receive a proper compensation.

(11) To purchase, receive, hold and own bonds, mortgages,
debentures, shares of capital stock, and other securities,
obligations, contracts and evidences of indebtedness, of any
private, public or municipal corporation within and without the
State of Delaware, or of the Government of the United States, or of
any state, territory, colony, or possession thereof, or of any
foreign government or country; to receive, collect, receipt for, and
dispose of interest, dividends and income upon and from any of the
bonds, mortgages, debentures, notes, shares of capital stock,
securities, obligations, contracts, evidences of indebtedness and
other property held and owned by it, and to exercise in respect of
all such bonds, mortgages, debentures, notes, shares of capital
stock, securities, obligations, contracts, evidences of indebtedness
and other property, any and all the rights, powers and privileges of
individual owners thereof, including the right to vote thereon; to
invest and deal in and with any of the moneys of the Corporation
upon such securities and in such manner as it may think fit and
proper, and from time to time to vary or realize such investments;
to issue bonds and secure the same by pledges or deeds of trust or
mortgages of or upon the whole or any part of the property held or
owned by the Corporation, and to sell and pledge such bonds, as and
when the Board of Directors shall determine, and in the promotion of
its said corporate business of investment and to the extent
authorized by law, to lease, purchase, hold, sell, assign, transfer,
pledge, mortgage and convey real and personal property of any name
and nature and any estate or interest therein.

3
<PAGE>
(b) In furtherance of, and not in limitation, of the powers conferred by
the laws of the State of Delaware, it is hereby expressly provided that
the said Corporation shall also have the following powers:

(1) To do any or all of the things herein set forth, to the same
extent as natural persons might or could do, and in any part of the
world.

(2) To acquire the good will, rights, property and franchises and
to undertake the whole or any part of the assets and liabilities of
any person, firm, association or corporation, and to pay for the
same in cash, stock of this Corporation, bonds or otherwise; to hold
or in any manner to dispose of the whole or any part of the property
so purchased; to conduct in any lawful manner the whole or any part
of any business so acquired, and to exercise all the powers
necessary or convenient in and about the conduct and management of
such business.

(3) To take, hold, own, deal in, mortgage or otherwise lien, and to
lease, sell, exchange, transfer, or in any manner whatever dispose
of property, real, personal or mixed, wherever situated.

(4) To enter into, make, perform and carry out contracts of every
kind with any person, firm, association or corporation, and, without
limit as to amount, to draw, make, accept, endorse, discount,
execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, and other negotiable or transferable
instruments.

(5) To have one or more offices, to carry on all or any of its
operations and businesses, without restriction to the same extent as
natural persons might or could do, to purchase or otherwise acquire,
to hold, own, to mortgage, sell, convey or otherwise dispose of,
real and personal property, of every class and description, in any
State, District, Territory or Colony of the United States, and in
any foreign country or place.

(6) It is the intention that the objects, purposes and powers
specified and clauses contained in this paragraph shall (except
where otherwise expressed in said paragraph) be nowise limited or
restricted by reference to or inference from the terms of any other
clause of this or any other paragraph in this charter, but that the
objects, purposes and powers specified in each of the clauses of
this paragraph shall be regarded as independent objects, purposes
and powers.

Fourth: - (a) The total number of shares of all classes of stock which
the Corporation shall have authority to issue is forty-one million
(41,000,000) shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par value
$10.00 per share (hereinafter referred to as "Preferred Stock"); and

4
<PAGE>
(2) Forty million (40,000,000) shares of Common Stock, par value
$1.00 per share (hereinafter referred to as "Common Stock").

(b) Shares of Preferred Stock may be issued from time to time in one or
more series as may from time to time be determined by the Board of
Directors each of said series to be distinctly designated. All shares of
any one series of Preferred Stock shall be alike in every particular,
except that there may be different dates from which dividends, if any,
thereon shall be cumulative, if made cumulative. The voting powers and
the preferences and relative, participating, optional and other special
rights of each such series, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other
series at any time outstanding; and, subject to the provisions of
subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of
Directors of the Corporation is hereby expressly granted authority to fix
by resolution or resolutions adopted prior to the issuance of any shares
of a particular series of Preferred Stock, the voting powers and the
designations, preferences and relative, optional and other special
rights, and the qualifications, limitations and restrictions of such
series, including, but without limiting the generality of the foregoing,
the following:

(1) The distinctive designation of, and the number of shares of
Preferred Stock which shall constitute such series, which number may
be increased (except where otherwise provided by the Board of
Directors) or decreased (but not below the number of shares thereof
then outstanding) from time to time by like action of the Board of
Directors;

(2) The rate and times at which, and the terms and conditions on
which, dividends, if any, on Preferred Stock of such series shall be
paid, the extent of the preference or relation, if any, of such
dividends to the dividends payable on any other class or classes, or
series of the same or other class of stock and whether such
dividends shall be cumulative or non-cumulative;

(3) The right, if any, of the holders of Preferred Stock of such
series to convert the same into or exchange the same for, shares of
any other class or classes or of any series of the same or any other
class or classes of stock of the Corporation and the terms and
conditions of such conversion or exchange;

(4) Whether or not Preferred Stock of such series shall be subject
to redemption, and the redemption price or prices and the time or
times at which, and the terms and conditions on which, Preferred
Stock of such series may be redeemed.

(5) The rights, if any, of the holders of Preferred Stock of such
series upon the voluntary or involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution or
winding-up, of the Corporation.

5
<PAGE>
(6) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of such
series; and

(7) The voting powers, if any, of the holders of such series of
Preferred Stock which may, without limiting the generality of the
foregoing include the right, voting as a series or by itself or
together with other series of Preferred Stock or all series of
Preferred Stock as a class, to elect one or more directors of the
Corporation if there shall have been a default in the payment of
dividends on any one or more series of Preferred Stock or under such
circumstances and on such conditions as the Board of Directors may
determine.

(c) (1) After the requirements with respect to preferential dividends
on the Preferred Stock (fixed in accordance with the provisions of
section (b) of this Article Fourth), if any, shall have been met and
after the Corporation shall have complied with all the requirements, if
any, with respect to the setting aside of sums as sinking funds or
redemption or purchase accounts (fixed in accordance with the provisions
of section (b) of this Article Fourth), and subject further to any
conditions which may be fixed in accordance with the provisions of
section (b) of this Article Fourth, then and not otherwise the holders of
Common Stock shall be entitled to receive such dividends as may be
declared from time to time by the Board of Directors.

(2) After distribution in full of the preferential amount, if any,
(fixed in accordance with the provisions of section (b) of this
Article Fourth), to be distributed to the holders of Preferred Stock
in the event of voluntary or involuntary liquidation, distribution
or sale of assets, dissolution or winding-up, of the Corporation,
the holders of the Common Stock shall be entitled to receive all of
the remaining assets of the Corporation, tangible and intangible, of
whatever kind available for distribution to stockholders ratably in
proportion to the number of shares of Common Stock held by them
respectively.

(3) Except as may otherwise be required by law or by the provisions
of such resolution or resolutions as may be adopted by the Board of
Directors pursuant to section (b) of this Article Fourth, each
holder of Common Stock shall have one vote in respect of each share
of Common Stock held on all matters voted upon by the stockholders.

(d) No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or
series of stock or of other securities of the Corporation shall have any
preemptive right to purchase or subscribe for any unissued stock of any
class or series or any additional shares of any class or series to be
issued by reason of any increase of the authorized capital stock of the
Corporation of any class or series, or bonds, certificates of
indebtedness, debentures or other securities convertible into or
exchangeable for stock of the Corporation of any class or series, or

6
<PAGE>
carrying any right to purchase stock of any class or series, but any such
unissued stock, additional authorized issue of shares of any class or
series of stock or securities convertible into or exchangeable for stock,
or carrying any right to purchase stock, may be issued and disposed of
pursuant to resolution of the Board of Directors to such persons, firms,
corporations or associations, whether such holders or others, and upon
such terms as may be deemed advisable by the Board of Directors in the
exercise of its sole discretion.

(e) The relative powers, preferences and rights of each series of
Preferred Stock in relation to the relative powers, preferences and
rights of each other series of Preferred Stock shall, in each case, be as
fixed from time to time by the Board of Directors in the resolution or
resolutions adopted pursuant to authority granted in section (b) of this
Article Fourth and the consent, by class or series vote or otherwise, of
the holders of such of the series of Preferred Stock as are from time to
time outstanding shall not be required for the issuance by the Board of
Directors of any other series of Preferred Stock whether or not the
powers, preferences and rights of such other series shall be fixed by the
Board of Directors as senior to, or on a parity with, the powers,
preferences and rights of such outstanding series, or any of them;
provided, however, that the Board of Directors may provide in the
resolution or resolutions as to any series of Preferred Stock adopted
pursuant to section (b) of this Article Fourth that the consent of the
holders of a majority (or such greater proportion as shall be therein
fixed) of the outstanding shares of such series voting thereon shall be
required for the issuance of any or all other series of Preferred Stock.

(f) Subject to the provisions of section (e), shares of any series of
Preferred Stock may be issued from time to time as the Board of Directors
of the Corporation shall determine and on such terms and for such
consideration as shall be fixed by the Board of Directors.

(g) Shares of Common Stock may be issued from time to time as the Board
of Directors of the Corporation shall determine and on such terms and for
such consideration as shall be fixed by the Board of Directors.

(h) The authorized amount of shares of Common Stock and of Preferred
Stock may, without a class or series vote, be increased or decreased from
time to time by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote thereon.

Fifth: - (a) The business and affairs of the Corporation shall be
conducted and managed by a Board of Directors. The number of directors
constituting the entire Board shall be not less than five nor more than
twenty-five as fixed from time to time by vote of a majority of the whole
Board, provided, however, that the number of directors shall not be
reduced so as to shorten the term of any director at the time in office,
and provided further, that the number of directors constituting the whole
Board shall be twenty-four until otherwise fixed by a majority of the
whole Board.

7
<PAGE>
(b) The Board of Directors shall be divided into three classes, as
nearly equal in number as the then total number of directors constituting
the whole Board permits, with the term of office of one class expiring
each year. At the annual meeting of stockholders in 1982, directors of
the first class shall be elected to hold office for a term expiring at
the next succeeding annual meeting, directors of the second class shall
be elected to hold office for a term expiring at the second succeeding
annual meeting and directors of the third class shall be elected to hold
office for a term expiring at the third succeeding annual meeting. Any
vacancies in the Board of Directors for any reason, and any newly created
directorships resulting from any increase in the directors, may be filled
by the Board of Directors, acting by a majority of the directors then in
office, although less than a quorum, and any directors so chosen shall
hold office until the next annual election of directors. At such
election, the stockholders shall elect a successor to such director to
hold office until the next election of the class for which such director
shall have been chosen and until his successor shall be elected and
qualified. No decrease in the number of directors shall shorten the term
of any incumbent director.

(c) Notwithstanding any other provisions of this Charter or Act of
Incorporation or the By-Laws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, this Charter or
Act of Incorporation or the By-Laws of the Corporation), any director or
the entire Board of Directors of the Corporation may be removed at any
time without cause, but only by the affirmative vote of the holders of
two-thirds or more of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose.

(d) Nominations for the election of directors may be made by the Board
of Directors or by any stockholder entitled to vote for the election of
directors. Such nominations shall be made by notice in writing,
delivered or mailed by first class United States mail, postage prepaid,
to the Secretary of the Corporation not less than 14 days nor more than
50 days prior to any meeting of the stockholders called for the election
of directors; provided, however, that if less than 21 days' notice of the
meeting is given to stockholders, such written notice shall be delivered
or mailed, as prescribed, to the Secretary of the Corporation not later
than the close of the seventh day following the day on which notice of
the meeting was mailed to stockholders. Notice of nominations which are
proposed by the Board of Directors shall be given by the Chairman on
behalf of the Board.

(e) Each notice under subsection (d) shall set forth (i) the name, age,
business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of
such nominee and (iii) the number of shares of stock of the Corporation
which are beneficially owned by each such nominee.

(f) The Chairman of the meeting may, if the facts warrant, determine and

8
<PAGE>
declare to the meeting that a nomination was not made in accordance with
the foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.

(g) No action required to be taken or which may be taken at any annual
or special meeting of stockholders of the Corporation may be taken
without a meeting, and the power of stockholders to consent in writing,
without a meeting, to the taking of any action is specifically denied.

Sixth: - The Directors shall choose such officers, agent and servants as
may be provided in the By-Laws as they may from time to time find
necessary or proper.

Seventh: - The Corporation hereby created is hereby given the same
powers, rights and privileges as may be conferred upon corporations
organized under the Act entitled "An Act Providing a General Corporation
Law", approved March 10, 1899, as from time to time amended.

Eighth: - This Act shall be deemed and taken to be a private Act.

Ninth: - This Corporation is to have perpetual existence.

Tenth: - The Board of Directors, by resolution passed by a majority of
the whole Board, may designate any of their number to constitute an
Executive Committee, which Committee, to the extent provided in said
resolution, or in the By-Laws of the Company, shall have and may exercise
all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which
may require it.

Eleventh: - The private property of the stockholders shall not be liable
for the payment of corporate debts to any extent whatever.

Twelfth: - The Corporation may transact business in any part of the
world.

Thirteenth: - The Board of Directors of the Corporation is expressly
authorized to make, alter or repeal the By-Laws of the Corporation by a
vote of the majority of the entire Board. The stockholders may make,
alter or repeal any By-Law whether or not adopted by them, provided
however, that any such additional By-Laws, alterations or repeal may be
adopted only by the affirmative vote of the holders of two-thirds or more
of the outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (considered for this purpose
as one class).

Fourteenth: - Meetings of the Directors may be held outside
of the State of Delaware at such places as may be from time to time
designated by the Board, and the Directors may keep the books of the
Company outside of the State of Delaware at such places as may be from
time to time designated by them.

9
<PAGE>
Fifteenth: - (a) In addition to any affirmative vote required by law, and
except as otherwise expressly provided in sections (b) and (c) of this
Article Fifteenth:

(A) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with or into (i) any Interested
Stockholder (as hereinafter defined) or (ii) any other corporation
(whether or not itself an Interested Stockholder), which, after such
merger or consolidation, would be an Affiliate (as hereinafter
defined) of an Interested Stockholder, or

(B) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of related transactions)
to or with any Interested Stockholder or any Affiliate of any
Interested Stockholder of any assets of the Corporation or any
Subsidiary having an aggregate fair market value of $1,000,000 or
more, or

(C) the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of related transactions) of any
securities of the Corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested Stockholder in
exchange for cash, securities or other property (or a combination
thereof) having an aggregate fair market value of $1,000,000 or
more, or

(D) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation, or

(E) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
similar transaction (whether or not with or into or otherwise
involving an Interested Stockholder) which has the effect, directly
or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities
of the Corporation or any Subsidiary which is directly or indirectly
owned by any Interested Stockholder, or any Affiliate of any
Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares"). Such affirmative vote shall
be required notwithstanding the fact that no vote may be required, or that
some lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.

(2) The term "business combination" as used in this Article
Fifteenth shall mean any transaction which is referred to any
one or more of clauses (A) through (E) of paragraph 1 of the
section (a).

10
<PAGE>
(b) The provisions of section (a) of this Article Fifteenth shall
not be applicable to any particular business combination and such
business combination shall require only such affirmative vote as is
required by law and any other provisions of the Charter or Act of
Incorporation of By-Laws if such business combination has been
approved by a majority of the whole Board.

(1) A "person" shall mean any individual firm, corporation or other
entity.

(2) "Interested Stockholder" shall mean, in respect of any business
combination, any person (other than the Corporation or any Subsidiary)
who or which as of the record date for the determination of stockholders
entitled to notice of and to vote on such business combination, or
immediately prior to the consummation of any such transaction:

(A) is the beneficial owner, directly or indirectly, of more than
10% of the Voting Shares, or

(B) is an Affiliate of the Corporation and at any time within two
years prior thereto was the beneficial owner, directly or
indirectly, of not less than 10% of the then outstanding voting
Shares, or

(C) is an assignee of or has otherwise succeeded in any share of
capital stock of the Corporation which were at any time within two
years prior thereto beneficially owned by any Interested
Stockholder, and such assignment or succession shall have occurred
in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act
of 1933.

(3) A person shall be the "beneficial owner" of any Voting Shares:

(A) which such person or any of its Affiliates and Associates (as
hereafter defined) beneficially own, directly or indirectly, or

(B) which such person or any of its Affiliates or Associates has
(i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or
otherwise, or (ii) the right to vote pursuant to any agreement,
arrangement or understanding, or

(C) which are beneficially owned, directly or indirectly, by any
other person with which such first mentioned person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of any shares of capital stock of the Corporation.

11
<PAGE>
(4) The outstanding Voting Shares shall include shares deemed owned
through application of paragraph (3) above but shall not include any
other Voting Shares which may be issuable pursuant to any agreement, or
upon exercise of conversion rights, warrants or options or otherwise.

(5) "Affiliate" and "Associate" shall have the respective meanings given
those terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on December 31, 1981.

(6) "Subsidiary" shall mean any corporation of which a majority of any
class of equity security (as defined in Rule 3a11-1 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as in effect
in December 31, 1981) is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition
of Investment Stockholder set forth in paragraph (2) of this section (c),
the term "Subsidiary" shall mean only a corporation of which a majority
of each class of equity security is owned, directly or indirectly, by the
Corporation.

(d) majority of the directors shall have the power and duty to
determine for the purposes of this Article Fifteenth on the basis of
information known to them, (1) the number of Voting Shares
beneficially owned by any person (2) whether a person is an
Affiliate or Associate of another, (3) whether a person has an
agreement, arrangement or understanding with another as to the
matters referred to in paragraph (3) of section (c), or (4) whether
the assets subject to any business combination or the consideration
received for the issuance or transfer of securities by the
Corporation, or any Subsidiary has an aggregate fair market value of
$1,00,000 or more.

(e) Nothing contained in this Article Fifteenth shall be construed
to relieve any Interested Stockholder from any fiduciary obligation
imposed by law.

Sixteenth: Notwithstanding any other provision of this Charter or Act
of Incorporation or the By-Laws of the Corporation (and in addition to
any other vote that may be required by law, this Charter or Act of
Incorporation by the By-Laws), the affirmative vote of the holders of at
least two-thirds of the outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) shall be required to amend,
alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or
Sixteenth of this Charter or Act of Incorporation.

Seventeenth: (a) a Director of this Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except to the extent such exemption from
liability or limitation thereof is not permitted under the Delaware
General Corporation Laws as the same exists or may hereafter be amended.

(b) Any repeal or modification of the foregoing paragraph shall not

12
<PAGE>
adversely affect any right or protection of a Director of the
Corporation existing hereunder with respect to any act or omission
occurring prior to the time of such repeal or modification."

13
<PAGE>

I ___________________________________________

_________________ Secretary of Wilmington Trust Company, do
hereby certify that the foregoing is a true and correct copy of
the Charter or Act of Incorporation of Wilmington Trust
Company, as heretofore amended and changed from time to time,
copies of which, certified by the Secretary of the State of
Delaware, are on file in the office of Wilmington Trust
Company.

Date __________________

_______________________________________
Secretary
<PAGE>
EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on February 21, 1991
<PAGE>
BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
Stockholders' Meetings

Section 1. The Annual Meeting of Stockholders shall be held on the third
Thursday in April each year at the principal office at the Company or at such
other date, time, or place as may be designated by resolution by the Board of
Directors.

Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

Section 3. Notice of all meetings of the stockholders shall be given by
mailing to each stockholder at least ten (10 days before said meeting, at his
last known address, a written or printed notice fixing the time and place of
such meeting.

Section 4. A majority in the amount of the capital stock of the Company
issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time
to time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one
vote, either in person or by proxy, for each shares of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

ARTICLE II
Directors

Section 1. The number and classification of the Board of Directors shall
be as set forth in the Charter of the Bank.

Section 2. No person who has attained the age of seventy-two (72) years
shall be nominated for election to the Board of Directors of the Company,
provided, however, that this limitation shall not apply to any person who was
serving as director of the Company on September 16, 1971.

Section 3. The class of Directors so elected shall hold office for three
years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

Section 5. Regular meetings of the Board of Directors shall be held on
the third Thursday of each month at the principal office of the Company, or at
such other place and time as may be designated by the Board of Directors, the
Chairman of the Board, or the President.

Section 6. Special meetings of the Board of Directors may be called at
<PAGE>
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

Section 8. Written notice shall be sent by mail to each director of any
special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting,
which shall be mailed not less than two days before the time of holding such
meeting.

Section 9. In the event of the death, resignation, removal, inability to
act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which
the vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect
from its own members a Chairman of the Board of Directors and a President who
may be the same person. The Board of Directors shall also elect at such
meeting a Secretary and a Treasurer, who may be the same person, may appoint
at any time such other committees and elect or appoint such other officers as
it may deem advisable. The Board of Directors may also elect at such meeting
one or more Associate Directors.

Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or division of the Company as it may deem
advisable.

2
<PAGE>
ARTICLE III
Committees

Section I. Executive Committee

(A) The Executive Committee shall be composed of not more
than nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

(B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and
in behalf of the Company that may be brought before it.

(C) The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at least once a week in
each week the Board is not regularly scheduled to meet. A majority of its
members shall be necessary to constitute a quorum for the transaction of
business. Special meetings of the Executive Committee may be held at any time
when a quorum is present.

(D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

(E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the
Board of Directors from time to time make.

(F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the
full conduct and management of the affairs and business of the Company in
accordance with the provisions of Article III of these By-Laws; and if less
than three members of the Trust Committee is constituted immediately prior to
such disaster shall be available for the transaction of its business, such
Executive Committee shall also be empowered to exercise all of the powers
reserved to the Trust Committee under Article III Section 2 hereof. In the
event of the unavailability, at such time, of a minimum of two members of such
Executive Committee, any three available directors shall constitute the
Executive Committee for the full conduct and management of the affairs and
business of the Company in accordance with the foregoing provisions of this
Section. This By-Law shall be subject to implementation by Resolutions of the
Board of Directors presently existing or hereafter passed from time to time
for that purpose, and any provisions of these By-Laws(other than this Section)
and any resolutions which are contrary to the provisions of this Section or to
the provisions of any such implementary Resolutions shall be suspended during
such a disaster period until it shall be determined by any interim Executive
Committee acting under this section that it shall be to the advantage of the
Company to resume the conduct and management of its affairs and business under

3
<PAGE>
all of the other provisions of these By-Laws.

Section 2. Trust Committee

(A) The Trust Committee shall be composed of not more than
thirteen members who shall be selected by the Board of Directors, a majority
of whom shall be members of the Board of Directors and who shall hold office
during the pleasure of the Board.

(B) The Trust Committee shall have general supervision over
the Trust Department and the investment of trust funds, in all matters,
however, being subject to the approval of the Board of Directors.

(C) The Trust Committee shall meet at the principal office
of the Company or elsewhere in its discretion at least once a month. A
majority of its members shall be necessary to constitute a quorum for the
transaction of business. Special meetings of the Trust Committee may be held
at any time when a quorum is present.

(D) Minutes of each meeting of the Trust Committee shall be
kept and promptly submitted to the Board of Directors.

(E) The Trust Committee shall have the power to appoint
Committees and/or designate officers or employees of the Company to whom
supervision over the investment of trust funds may be delegated when the Trust
Committee is not in session.

Section 3. Audit Committee

(A) The Audit Committee shall be composed of five members
who shall be selected by the Board of Directors from its own members, none of
whom shall be an officer of the Company, and shall hold office at the pleasure
of the Board.

(B) The Audit Committee shall have general supervision over
the Audit Division in all matters however subject to the approval of the Board
of Directors; it shall consider all matters brought to its attention by the
officer in charge of the Audit Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor
employed for that purpose, and make such recommendations to the Board of
Directors with respect thereto or with respect to any other matters pertaining
to auditing the Company as it shall deem desirable.

(C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

Section 4. Compensation Committee

(A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office

4
<PAGE>
during the pleasure of the Board.

(B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

(C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

Section 5. Associate Directors

(A) Any person who has served as a director may be elected
by the Board of Directors as an associate director, to serve during the
pleasure of the Board.

(B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An
associate director will be eligible for appointment to Committees of the
Company, with the exception of the Executive Committee, Audit Committee and
Compensation Committee, which must be comprised solely of active directors.

Section 6. Absence or Disqualification of Any Member of a
Committee

(A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any
such absence or disqualified member.

ARTICLE IV
Officers

Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and
shall perform such duties as the Board of Directors may from time to time
confer and direct. He shall also exercise such powers and perform such duties
as may from time to time be agreed upon between himself and the President of
the Company.

Section 2. The President shall have the powers and duties pertaining to
the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors in the absence of the Chairman of
the Board the President shall have the powers and duties of the Chairman of
the Board.

5
<PAGE>
Section 3. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

Section 4. There may be one or more Vice Presidents, however denominated
by the Board of Directors, who may at any time perform all the duties of the
Chairman of the Board of Directors and/or the President and such other powers
and duties as may from time to time be assigned to them by the Board of
Directors, the Executive Committee, the Chairman of the Board or the President
and by the officer in charge of the department or division to which they are
assigned.

Section 5. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings
and to recording the same in the minute books of the Company. In addition to
the other notice requirements of these By-Laws and as may be practicable under
the circumstances, all such notices shall be in writing and mailed well in
advance of the scheduled date of any other meeting. He shall have custody of
the corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

Section 6. The Treasurer shall have general supervision over all assets
and liabilities of the Company. He shall be custodian of and responsible for
all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the
transactions of the Company. He shall have general supervision of the
expenditures of the Company and shall report to the Board of Directors at each
regular meeting of the condition of the Company, and perform such other duties
as may be assigned to him from time to time by the Board of Directors of the
Executive Committee.

Section 7. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

Section 8. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

6
<PAGE>
Section 9. There may be one or more officers, subordinate in rank to all
Vice Presidents with such functional titles as shall be determined from time
to time by the Board of Directors, who shall ex officio hold the office
Assistant Secretary of this Company and who may perform such duties as may be
prescribed by the officer in charge of the department or division to whom they
are assigned.

Section 10. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the
department or division to which they are assigned.

ARTICLE V
Stock and Stock Certificates

Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock
shall be recorded.

Section 2. Certificate of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new
certificate or certificates shall be issued in lieu thereof. Duplicate
certificates of stock shall be issued only upon giving such security as may be
satisfactory to the Board of Directors or the Executive Committee.

Section 3. The Board of Directors of the Company is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment
or rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall
go into effect, or a date in connection with obtaining such consent.

ARTICLE VI
Seal

Section 1. The corporate seal of the Company shall be in the following
form:

Between two concentric circles the words

7
<PAGE>
"Wilmington Trust Company" within the inner
circle the words "Wilmington, Delaware."

8
<PAGE>
ARTICLE VII
Fiscal Year

Section 1. The fiscal year of the Company shall be the calendar year.

ARTICLE VIII
Execution of Instruments of the Company

Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full
power and authority to enter into, make, sign, execute, acknowledge and/or
deliver and the Secretary or any Assistant Secretary shall have full power and
authority to attest and affix the corporate seal of the Company to any and all
deeds, conveyances, assignments, releases, contracts, agreements, bonds,
notes, mortgages and all other instruments incident to the business of this
Company or in acting as executor, administrator, guardian, trustee, agent or
in any other fiduciary or representative capacity by any and every method of
appointment or by whatever person, corporation, court officer or authority in
the State of Delaware, or elsewhere, without any specific authority,
ratification, approval or confirmation by the Board of Directors or the
Executive Committee, and any and all such instruments shall have the same
force and validity as although expressly authorized by the Board of Directors
and/or the Executive Committee.

ARTICLE IX
Compensation of Directors and Members of Committees

Section 1. Directors and associate directors of the Company, other than
salaried officers of the Company, shall be paid such reasonable honoraria or
fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors
who serve as members of committees, other than salaried employees of the
Company, shall be paid such reasonable honoraria or fees for services as
members of committees as the Board of Directors shall from time to time
determine and directors and associate directors may be employed by the Company
for such special services as the Board of Directors may from time to time
determine and shall be paid for such special services so performed reasonable
compensation as may be determined by the Board of Directors.

9
<PAGE>
ARTICLE X
Indemnification

Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding") by
reason of the fact that he, or a person for whom he is the legal
representative, 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, fiduciary or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The Corporation
shall indemnify a person in connection with a proceeding initiated by such
person only if the proceeding was authorized by the Board of Directors of the
Corporation.

(B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided,
however, that the payment of expenses incurred by a Director officer in his
capacity as a Director or officer in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by the Director
or officer to repay all amounts advanced if it should be ultimately determined
that the Director or officer is not entitled to be indemnified under this
Article or otherwise.

(C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In
any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification of payment of
expenses under applicable law.

(D) The rights conferred on any person by this Article X
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

(E) Any repeal or modification of the foregoing provisions
of this Article X shall not adversely affect any right or protection hereunder
of any person in respect of any act or omission occurring prior to the time of
such repeal or modification.

10
<PAGE>
ARTICLE XI
Amendments to the By-Laws

Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of Directors by a vote of the majority of all the members
of the Board of Directors then in office.

I, . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assistant Secretary of Wilmington Trust Company, do hereby
certify that the foregoing is a true and correct copy of
the By-Laws of the Wilmington Trust Company.

Date . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assistant Secretary

H:...\trindact\bylaws.wt

11
<PAGE>
EXHIBIT "D"

NOTICE

This form is intended to assist state nonmember banks
and savings banks with state publication requirements.
It has not been approved by any state banking
authorities. Refer to your appropriate state banking
authorities for your state publication requirements.

R E P O R T O F C O N D I T I O N

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY of WILMINGTON
- -------------------------------------------------------- --------------------
Name of Bank City

in the State of DELAWARE , at the close of business on June 30, 1995.
-------------
<TABLE>
<CAPTION>

ASSETS
Thousands of dollars
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins . . . . . . . . 189,183
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . 0
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . 960,718
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . 194,658
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000
Securities purchased under agreements to resell . . . . . . . . . . . . 173,715
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . 3,352,597
LESS: Allowance for loan and lease losses. . . . . . 45,914
LESS: Allocated transfer risk reserve. . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve 3,306,683
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . 0
Premises and fixed assets (including capitalized leases) . . . . . . . 75,242
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . 14,515
Investments in unconsolidated subsidiaries and associated companies . . 2,531
Customers' liability to this bank on acceptances outstanding . . . . . 0
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,645
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,399
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,087,289

CONTINUED ON NEXT PAGE
<PAGE>

LIABILITIES

Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . 3,103,895
Noninterest-bearing . . . . . . . . 647,766
Interest-bearing. . . . . . . . . . 2,456,129
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . 205,220
Securities sold under agreements to repurchase . . . . . . . . . . . 181,985
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . 94,987
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money: . . . . . . . . . . . . . . . . . . . . . . . . ///////
With original maturity of one year or less . . . . . . . . . . 996,500
With original maturity of more than one year . . . . . . . . . . 0
Mortgage indebtedness and obligations under capitalized leases . . . . 1,887
Bank's liability on acceptances executed and outstanding . . . . . . . 0
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . 0
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,721
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 4,685,195
Limited-life preferred stock and related surplus . . . . . . . . . . . . 0

EQUITY CAPITAL

Perpetual preferred stock and related surplus . . . . . . . . . . . . . 0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,118
Undivided profits and capital reserves . . . . . . . . . . . . . . . 339,514
Net unrealized holding gains (losses) on available-for-sale securities (38)
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . 402,094
Total liabilities, limited-life preferred stock, and equity capital 5,087,289
</TABLE>

We, the undersigned directors, attest to I, David R. Gibson
the correctness of this statement of Name
resources and liabilities. We declare
that it has been examined by us, and Senior Vice President
to the best of our knowledge and belief Title
has been prepared in conformance with
the instructions and is true and correct.

/s/ Hugh E. Miller ] of the above-named bank
- --------------------- ] do hereby declare that
/s/ R. C. Forney ] Directors this Report of Condition
- --------------------- ] is true and correct to
/s/ Leonard W. Quill ] the best of my knowledge
- --------------------- and belief.

/s/ David R. Gibson
-------------------------
Signature

07/28/95
--------------------------
Date

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

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) ______

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
Wilmington, Delaware 19890
(Address of principal executive offices)

Western Resources Capital I
Western Resources Capital II
(Exact name of obligor as specified in its Trust Agreements)

Delaware To Be Applied For
(State of organization) (I.R.S. employer identification no.)

818 Kansas Avenue
Topeka, Kansas 66612

(Address of principal executive offices) (Zip Code)

Cumulative Quarterly Income Preferred Securities
(Title of the indenture securities)

1
<PAGE>
ITEM 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.

Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor
is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Wilmington Trust Company, a corporation organized and existing under
the laws of Delaware, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Wilmington and State of Delaware on the 12th day of October, 1995.

WILMINGTON TRUST COMPANY

[SEAL]
By:/s/ David P. Fontello
Attest:/s/ Patricia A. Evans Name: David P. Fontello
Assistant Secretary Title: Vice President

2
<PAGE>
EXHIBIT C

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities Exchange Commission upon requests therefor.

WILMINGTON TRUST COMPANY

Dated: October 12, 1995 By: /s/ David P. Fontello
Name: David P. Fontello
Title: Vice President

3
<PAGE>
EXHIBIT A