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 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. /__/



 
     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. /__/
                              ____________________

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 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 ___________________- (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.
__________________________ 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. 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. 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. ____________________
________________________________________________________________________________________ Initial Public Under- Proceeds to Offering writing the Series A Price Commission(1) Issuer(2)(3) Per Series A Preferred Security............... $ (2) $ Total......................................... $ (2) $ _______________________________________________________________________________________ _______________ (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 $ .
____________________ 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. 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. 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. 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
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 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 _______________________ (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.
S-3
Unaudited As of June 30, 1995 Actual As Adjusted Amount Percentage Amount Percentage ------ ---------- ------ ---------- (Dollars in thousands) Summary of Capitalization 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 ____________________ S-4 (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.
S-5 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 (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 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 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 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 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 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 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 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)
Unaudited Twelve Months Ended Years Ended December 31, June 30, 1995 - -------------------------------------------------- ------------- 1990 1991(2) 1992(3) 1993 1994(4) - ---- ------- ------- ---- ------- 2.74 2.98 2.02 2.36 2.65 2.31 _______________________ (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. (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.
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
Unaudited Twelve Months Ended Years Ended December 31, June 30, 1995 - ------------------------------------------------- -------------- 1990 1991(2) 1992(3) 1993 1994(4) - ---- ------- ------- ---- ------- 2.64 2.61 1.84 2.14 2.37 2.07 _______________________ (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. (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.
S-13 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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, 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. 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. 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (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 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 (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 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 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 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 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 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 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 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 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 ________________________________________ 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 ________________________________________ 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 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 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 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 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 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 _____________________ Director October 18, 1995 Susan M. Stanton _____________________ Director October 18, 1995 Louis W. Smith _____________________ Director October 18, 1995 Kenneth J. Wagnon II-7 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 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 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-




          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-




          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-




          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-




          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-




          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-




          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-




          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.

                              TO

                                        
                            TRUSTEE

                   ________________________

                           INDENTURE

                 DATED AS OF            , 1995

                   ________________________


          DEFERRABLE INTEREST SUBORDINATED DEBENTURES





















 

          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.







 

                             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

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

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

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

                              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-
  

            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:




 

                                    -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.

            "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


 

                                    -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.


 

                                    -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


 

                                    -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.


 

                                    -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



 

                                    -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


 

                                    -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.




 

                                    -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.


 

                                   -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


 

                                   -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. 



 

                                   -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



 

                                   -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. 




 

                                   -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. 



 

                                   -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.




 

                                   -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












 

                                   -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


 

                                   -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


 

                                   -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


 

                                   -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.


 

                                   -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


 

                                   -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


 

                                   -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



 

                                   -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


 

                                   -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


 

                                   -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:




 

                                   -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



 

                                   -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.


 

                                   -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



 

                                   -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


 

                                   -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


 

                                   -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.





 

                                   -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 

                  (C)   all sums paid or advanced by the Trustee
            hereunder and the reasonable compensation, expenses,


 

                                   -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



 

                                   -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.



 

                                   -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;



 

                                   -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.





 

                                   -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



 

                                   -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


 

                                   -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


 

                                   -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.


 

                                   -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


 

                                   -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


 

                                   -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


 

                                   -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.



 

                                   -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,


 

                                   -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


 

                                   -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


 

                                   -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.


 

                                   -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


 

                                   -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;




 

                                   -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.











 

                                   -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.


 

                                   -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


 

                                   -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.





 

                                   -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


 

                                   -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


 

                                   -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.





 

                                   -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.


 

                                   -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:


 

                                   -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




 

                                   -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


 

                                   -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


 

                                   -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


 

                                   -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.




 

                                   -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


 

                                   -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


 

                                   -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.



 

                                   -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


 

                                   -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


 

                                   -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.

                             _________________
























 



            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:

___________________________

















 




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.

                              TO

                                           
                            TRUSTEE

                     ____________________

                ________ SUPPLEMENTAL INDENTURE

               Dated as of ______________, 199_

                              TO

                           INDENTURE

               Dated as of ______________, 199_

                     _____________________


            ____% Deferrable Interest Subordinated
               Debentures, Series ____, Due ____














 

            ______ 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



 

                                    -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


 

                                    -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


 

                                    -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


 

                                    -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


 

                                    -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


 

                                    -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


 

                                    -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


 

                                    -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


 

                                   -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.




 

                                   -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.


 

                                   -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


 

                                   -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


 

                                   -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.




 

                                   -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.


                                    By                                     

Attest:


____________________________
      Secretary

                                                                  ,
                                      as Trustee


                                    By                                     

Attest:


____________________________






                      GUARANTEE AGREEMENT

                            Between

                    Western Resources, Inc.
                        (as Guarantor)

                              and

                  __________________________
                         (as Trustee)

                          dated as of 

                   ___________________, 199





























 





                          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. 


 

                                     
                         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

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-
  





                          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.






 

                                    -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


 

                                    -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:





 

                                    -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.


 

                                    -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.




 

                                    -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.



 

                                    -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:



 

                                    -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.


 

                                    -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


 

                                   -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,


 

                                   -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.



 

                                   -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



 

                                   -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 




 

                                   -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


 

                                   -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.



 

                                   -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:








 

                                   -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

            (c)   if given to any Holder of Preferred Securities,
      at the address set forth on the books and records of the
      Issuer.

            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.

            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.








 

                                   -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

                                      OF

                          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

                                      OF

                         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.

          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






                          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

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-

                              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


          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 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.

          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

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-

                              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



          .

                             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.  

                                  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

                                 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-

                                 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-


                          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:



                                  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.


          "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-







          "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-

          "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-

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-

          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-

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-

          "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-

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-

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-

               (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-

               (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;

               (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)   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-

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-

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-

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-

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-

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-

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-

          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-

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-

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-

          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-

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-

          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-

                                  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-

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-

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-

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-

          (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-

          (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-

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-

          (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-

     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-

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-

     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-

          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-

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-

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-

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-

          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-

     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-

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-

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-

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-

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-

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

                                                                               
                                   as Administrative Trustee

                                                                               
                                   as Administrative Trustee







               
                                                                
                                           -47-

                                                                      EXHIBIT A

                             CERTIFICATE OF TRUST

                                      OF

                          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:                                              
                                   Name:
                                   Title:



















               
                                                                
                                                                          A-1

                                                                      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

          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


               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


          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

          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

                                      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:

                         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-

                                                                      EXHIBIT C




                     THIS CERTIFICATE IS NOT TRANSFERABLE


     Certificate Number                             Number of Common Securities
          C-1


                   CERTIFICATE EVIDENCING COMMON SECURITIES

                                      OF

                          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

                                                                      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

          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

                    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

                                                                      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

                                      OF

                          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

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


                                  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)

                                      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).

                    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:

                         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-








                                                            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


  



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.

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.

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:

          (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.

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.  

          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.

Western Resources Capital II
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,

                                                                  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,


 



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


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 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 - ---------------- (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.



                                                              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

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

                                                        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


                                   EXHIBIT A

                                AMENDED CHARTER

                           Wilmington Trust Company

                             Wilmington, Delaware

                          As existing on May 9, 1987

                                Amended Charter

                                      or

                             Act of Incorporation

                                      of

                           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


          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

          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

     (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

          (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

          (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

     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

     (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

     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

     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

          (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.  

          (c)  For the purposes of this Article Fifteenth:

     (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

     (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

          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




               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 

                                   EXHIBIT B

                                    BY-LAWS
                                                    

                           WILMINGTON TRUST COMPANY

                             WILMINGTON, DELAWARE

                       As existing on February 21, 1991

                      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

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

                                  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

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

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

     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

     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

                 "Wilmington Trust Company" within the inner
                 circle the words "Wilmington, Delaware."



















































                                       8

                                  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

                                   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

                                  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

                                  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.
               -------------
ASSETS Thousands of dollars 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 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
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 2
                      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 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

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.

          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

                                                                  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

                                   EXHIBIT A

                                AMENDED CHARTER

                           Wilmington Trust Company

                             Wilmington, Delaware

                          As existing on May 9, 1987

                                Amended Charter

                                      or

                             Act of Incorporation

                                      of

                           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

          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

          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

     (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

          (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

          (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

     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

     (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

     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

     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

          (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.  

          (c)  For the purposes of this Article Fifteenth:

     (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

     (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

          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




               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 

                                   EXHIBIT B

                                    BY-LAWS
                                                    

                           WILMINGTON TRUST COMPANY

                             WILMINGTON, DELAWARE

                       As existing on February 21, 1991

                      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

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

                                  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

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

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

     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

     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

                 "Wilmington Trust Company" within the inner
                 circle the words "Wilmington, Delaware."



















































                                       8

                                  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

                                   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

                                  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

                                  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.
               -------------
ASSETS Thousands of dollars 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 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
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 2

                       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)


           Guarantee with respect to Preferred Securities issued by 
                          Western Resources Capital I
           Guarantee with respect to Preferred Securities issued by 
                         Western Resources Capital II
                      (Title of the indenture securities)







                                          1

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.

          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

                                                        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

                                   EXHIBIT A

                                AMENDED CHARTER

                           Wilmington Trust Company

                             Wilmington, Delaware

                          As existing on May 9, 1987

                                Amended Charter

                                      or

                             Act of Incorporation

                                      of

                           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

          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

          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

     (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

          (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

          (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

     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

     (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

     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

     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

          (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.  

          (c)  For the purposes of this Article Fifteenth:

     (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

     (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

          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




               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 

                                   EXHIBIT B

                                    BY-LAWS
                                                    

                           WILMINGTON TRUST COMPANY

                             WILMINGTON, DELAWARE

                       As existing on February 21, 1991

                      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

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

                                  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

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

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

     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

     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

                 "Wilmington Trust Company" within the inner
                 circle the words "Wilmington, Delaware."



















































                                       8

                                  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

                                   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

                                  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

                                  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.
               -------------
ASSETS Thousands of dollars 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 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
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 2