TRUST AGREEMENT between

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

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

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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

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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) ▇▇▇▇▇▇ ▇. Kitchen, an
individual, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, an
individual, each of whose address is c/o Western Resources, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (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.

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"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

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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

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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.

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"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

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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 ▇▇▇ 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, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.

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

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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;

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(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:

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(i) the establishment and maintenance of the Payment
Account;

(ii) assisting in the registration of the Preferred
Securities under the Securities Act of 1933, as amended, and
under state securities or blue sky laws, and the qualification
of the Trust Agreement as a trust indenture under the Trust
Indenture Act;

(iii) the receipt of the Debentures;

(iv) the collection of interest, principal and any other
payments made in respect of the Debentures into the Payment
Account;

(v) the distribution of amounts owed to the Security-
holders in respect of the Trust Securities;

(vi) the sending of notices of default and other
information regarding the Trust Securities and the Debentures
to the Securityholders in accordance with this Trust Agreement;

(vii) the distribution of the Trust Property in
accordance with the terms of this Trust Agreement;

(ix) to cause the Trust to enter into, and to execute
deliver and perform on behalf of the Trust, the Expense
Agreement and the Certificate Depositary Agreement and such
other agreements as may be necessary or desirable in connection
with the consummation hereof; and

(x) the taking of any action incidental to the foregoing
as the Property Trustee may from time to time determine is
necessary or advisable to give effect to the terms of this
Trust Agreement and protect and conserve the Trust Property for
the benefit of the Securityholders (without consideration of
the effect of any such action on any particular
Securityholder).

(b) So long as this Trust Agreement remains in effect, the Trust
(or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trustees shall not (i) acquire any
investments or engage in any activities not authorized by this Trust
Agreement, (ii) sell, assign, transfer, exchange, pledge, set-off or otherwise

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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

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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

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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

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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

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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

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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.

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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

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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

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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.

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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,

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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.

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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.

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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

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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

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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

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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;

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(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

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(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

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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;

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(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

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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 ▇▇▇▇▇'▇ 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

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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

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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).

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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-

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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

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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

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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.

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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

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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

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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., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, Attention: Vice President, Finance, facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇, with
a copy to the Secretary, facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇. 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, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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

-47-

EXHIBIT A

CERTIFICATE OF TRUST

WESTERN RESOURCES CAPITAL I

THIS CERTIFICATE OF TRUST of Western Resources Capital I (the
"Trust"), dated October 12, 1995, is being duly executed and filed by the
undersigned, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. Code Section 3801 et seq.).

1. Name. The name of the business trust being formed hereby is
Western Resources Capital I.

2. Delaware Trustee. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware is
Wilmington Trust Company, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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,
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.

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 (▇▇▇) ▇▇▇-▇▇▇▇. Such
notices by mail or by any other means shall be sent to:

Manager, Announcements
Dividend Department
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇-▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

The Issuer or the Bank shall confirm DTC's receipt of such telecopy
by telephoning the Dividend Department at (▇▇▇) ▇▇▇-▇▇▇▇.

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 (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, and receipt of
such notice shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇. Notice by mail
or by any other means shall be sent to:

Call Notification Department
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

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 (▇▇▇) ▇▇▇-▇▇▇▇ or (212) 709-
1094 and receipt of such notice shall be confirmed by telephoning
(▇▇▇) ▇▇▇-▇▇▇▇, or by mail or any other means to:

Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

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
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇, 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 ▇▇▇▇▇▇▇▇▇
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 ▇▇▇▇▇▇▇▇▇
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

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
▇▇▇▇▇▇ Square North,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

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and copies to:

Western Resources, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Vice President, Finance
(with a copy to the attention of the
Secretary and to the Administrative Trustees
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

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

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EXHIBIT E

This Preferred Security is a Global Certificate within the meaning
of the Trust Agreement hereinafter referred to and is registered in the name
of The Depository Trust Company (the "Depository") or a nominee of the
Depository. This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depository or its nominee
only in the limited circumstances described in the Trust Agreement and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York
City) to Western Resources Capital I or its agent for registration of
transfer, exchange or payment, and any Preferred Security issued is registered
in the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is made
to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.

Certificate Number Number of Preferred Securities

P- CUSIP NO.

CERTIFICATE EVIDENCING PREFERRED SECURITIES

WESTERN RESOURCES CAPITAL I

____% Cumulative Quarterly Income Preferred Securities,
(liquidation amount U.S. $25 per Preferred Security)

Western Resources Capital, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede &
Co. (the "Holder") is the registered owner of ________ preferred securities of
the Trust representing a beneficial ownership interest in the Trust and
designated the Western Resources Capital I ____% Cumulative Quarterly Income
Preferred Securities (liquidation amount U.S. $25 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer as provided in Section 5.04 of the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued
and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of ________ _____,
as the same may be amended from time to time (the "Trust Agreement") including

E-1

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

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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).

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
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇, 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.

Chemical Bank
ABA ▇▇▇▇▇▇▇▇▇
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.

Chemical Bank
ABA ▇▇▇▇▇▇▇▇▇
For credit to A/C Depository Trust Company
Reorganization Account 066-027608

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TRUST AGREEMENT between

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