THE EMPIRE DISTRICT ELECTRIC COMPANY FIRST MORTGAGE BONDS STANDARD PURCHASE PROVISIONS

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Title: THE EMPIRE DISTRICT ELECTRIC COMPANY FIRST MORTGAGE BONDS STANDARD PURCHASE PROVISIONS
Governing Law: New York Date: 10/17/2005
Industry: Electric Utilities Sector: Utilities

Exhibit 1(c)

THE EMPIRE DISTRICT ELECTRIC COMPANY

FIRST MORTGAGE BONDS

STANDARD PURCHASE PROVISIONS

INCLUDING

FORM OF PURCHASE AGREEMENT

<PAGE>

The Empire District Electric Company

Form of Purchase Agreement

First Mortgage Bonds

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

(Date)

The Empire District Electric Company

602 Joplin Street

Joplin, Missouri 64801

Ladies and Gentlemen:

We refer to the First Mortgage Bonds of The Empire District Electric

Company (the "Company"), a Kansas corporation, covered by Registration Statement

No. 333-______, which became effective on _________________ (the "Registration

Statement"). On the basis of the representations, warranties and agreements

contained in this Agreement, but subject to the terms and conditions herein set

forth, the purchaser or purchasers named in Schedule A hereto (the "Purchasers")

agree to purchase, severally, and the Company agrees to sell to the Purchasers,

severally, the respective principal amounts of the Company's First Mortgage

Bonds referred to below (the "Purchased Bonds") set forth opposite the name of

each Purchaser on Schedule A hereto.

The price at which the Purchased Bonds shall be purchased from the Company

by the Purchasers shall be ______% plus accrued interest, if any, from

____________. The initial public offering price shall be _____% plus accrued

interest, if any, from ______________. The Purchased Bonds will be offered as

set forth in the Prospectus Supplement relating to such Purchased Bonds.

The Purchased Bonds will have the following terms:

Title of Bonds:

Interest Rate: ___% per annum

Interest Payment Dates: ______________

Maturity: ______________

Redemption Provisions: ______________

Sinking Fund: ______________

The "Closing Date" (as defined in

Section 2 of the Company's Standard

Purchase Provisions

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-- First Mortgage

Bonds) shall be:

______________

The closing of the purchase and sale

of the Purchased Bonds shall take

place at: ______________

The purchase price for the Purchased

Bonds shall be paid by:

______________

The funds used to pay for the

Purchased Bonds shall be: ______________

Other: ______________

Delayed Delivery [Authorized]/[Not

Contracts: authorized]

[Delivery Date ______________

Minimum principal amount of

Purchased Bonds to be sold

pursuant to any Delayed Delivery

Contract:

______________

Maximum aggregate principal amount

of Purchased Bonds to be

sold pursuant to all Delayed

Delivery Contracts:

______________

Compensation to Purchasers: ______________](a)

Notice to the Purchasers shall be sent to the addresses as set forth on

Schedule A hereto.

If we are acting as Representative(s) for the several Purchasers named in

Schedule A hereto, we represent that we are authorized to act for such several

Purchasers in connection with this financing, and that, if there are more than

one of us, any action under this Agreement taken by any of us will be binding

upon all the Purchasers.

----------

(a) To be used if Delayed Delivery Contracts are authorized.

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All of the provisions contained in the document entitled "The Empire

District Electric Company, Standard Purchase Provisions--First Mortgage Bonds,"

a copy of which has been previously furnished to us (the "Standard Purchase

Provisions"), are hereby incorporated by reference in their entirety and shall

be deemed to be a part of this Agreement to the same extent as if such

provisions had been set forth in full herein.

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If the foregoing is in accordance with your understanding of our agreement,

kindly sign and return to us the enclosed duplicate hereof, whereupon it will

become a binding agreement between the Company and the several Purchasers in

accordance with its terms.

Very truly yours,

[NAME OF PURCHASER]

By:

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

Name:

Title:

Acting on behalf of itself and as

Representative(s) of the several

Purchasers named in

Schedule A hereto.(a)

The foregoing Purchase

Agreement is hereby confirmed

as of the date first above written

THE EMPIRE DISTRICT ELECTRIC COMPANY

By: _______________________________

Name:

Title:

----------

(a) To be deleted if the Purchase Agreement is not executed by one or more

Purchasers acting as Representative(s) of the Purchasers for purposes of

this Agreement.

<PAGE>

SCHEDULE A TO PURCHASE AGREEMENT

Principal Amount

Address and of Purchased Bonds

Name Telecopier Number to Be Purchased

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

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

Total $

===============

<PAGE>

THE EMPIRE DISTRICT ELECTRIC COMPANY

STANDARD PURCHASE PROVISIONS -- FIRST MORTGAGE BONDS

From time to time, The Empire District Electric Company, a Kansas

corporation ("Company"), may enter into purchase agreements that provide for the

sale of a designated series of First Mortgage Bonds to the purchaser or

purchasers named therein. The standard provisions set forth herein may be

incorporated by reference in any such purchase agreement ("Purchase Agreement").

The Purchase Agreement, including the provisions incorporated therein by

reference, is herein sometimes referred to as "this Agreement." Unless otherwise

defined herein, terms defined in the Purchase Agreement are used herein as

therein defined.

1. Introductory. The Company proposes to issue and sell from time to time

First Mortgage Bonds registered under the registration statement referred to in

Section 3(a) ("Bonds"). The Bonds will be issued under an Indenture of Mortgage

and Deed of Trust, dated as of September 1, 1944 ("Original Mortgage"), by and

between the Company and The Bank of New York and UMB Bank & Trust, N.A., as

trustees ("Trustees"), as supplemented and amended, including by a supplemental

indenture ("Supplemental Indenture") pertaining to the particular series of

Bonds involved in the offering (the Original Mortgage as so amended and

supplemented, the "Indenture") and will have varying designations, interest

rates and terms of payment of interest, maturities, redemption and sinking fund

provisions, if any, and other terms, with all of such terms for any particular

series of Bonds being determined at the time of sale and being as set forth in

the Purchase Agreement and Supplemental Indenture relating to such series of

Bonds. The Bonds referred to in Schedule A of the Purchase Agreement are

hereinafter referred to as the "Purchased Bonds." The firm or firms, as the case

may be, which agree to purchase the Purchased Bonds are hereinafter referred to

as the "Purchasers" of such Purchased Bonds. The terms "you" and "your" refer to

those Purchasers (or the Purchaser) who sign the Purchase Agreement either on

behalf of themselves (or itself) only or on behalf of the several Purchasers

named in Schedule A thereto, as the case may be. Purchased Bonds to be purchased

by Purchasers are herein referred to as "Purchasers' Bonds," and any Purchased

Bonds to be purchased pursuant to Delayed Delivery Contracts (as defined below)

as hereinafter provided are herein referred to as "Contract Bonds."

2. Sale and Delivery of the Bonds. Subject to the terms and conditions set

forth in this Agreement, the Company will deliver the Purchasers' Bonds to you

for the account of the Purchasers, at the place set forth in the Purchase

Agreement against payment of the purchase price therefor by wire transfer or

certified or official bank check or checks in immediately available funds or

clearing house funds payable to the order of the Company, all as set forth in

the Purchase Agreement, at the time set forth in the Purchase Agreement or at

such other time not later than seven full business days thereafter as you and

the Company determine, such time being herein referred to as the "Closing Date."

The Company agrees to make available to you for inspection and packaging at the

place set forth in the Purchase Agreement, at least one full business day prior

to the Closing Date, the Purchasers' Bonds so to be delivered in good delivery

form and in such denominations and registered in such names as you shall have

requested, all such requests to have been made in writing at least three full

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business days prior to the Closing Date, or if no such request is made,

registered in the names of the several Purchasers as set forth in Schedule A to

the Purchase Agreement.

If any Purchase Agreement provides for sales of Purchased Bonds pursuant to

delayed delivery contracts, the Company authorizes the Purchasers to solicit

offers to purchase Contract Bonds pursuant to delayed delivery contracts

substantially in the form of Schedule I attached hereto (the "Delayed Delivery

Contracts") with such changes therein as the Company may approve. Delayed

Delivery Contracts are to be with institutional investors, including commercial

and savings banks, insurance companies, pension funds, investment companies, and

educational and charitable institutions. Each Delayed Delivery Contract shall

provide for the purchase and sale of a principal amount of Contract Bonds not

less than the amount set forth in the Purchase Agreement and the aggregate

principal amount of all Contract Bonds shall not exceed the amount set forth in

the Purchase Agreement. On the Closing Date, the Company will pay you as

compensation, for the accounts of the Purchasers, the compensation set forth in

such Purchase Agreement in respect of the principal amount of Contract Bonds.

The Purchasers will not have any responsibility in respect of the validity or

the performance of Delayed Delivery Contracts. If the Company executes and

delivers Delayed Delivery Contracts, the Contract Bonds shall be deducted from

the Purchased Bonds to be purchased by the several Purchasers and the aggregate

principal amount of Purchased Bonds to be purchased by each Purchaser shall be

reduced pro rata in proportion to the principal amount of Purchased Bonds set

forth opposite each Purchaser's name in such Purchase Agreement, except to the

extent that you determine that such reduction shall be otherwise allocated and

so advise the Company.

3. Representations and Warranties of the Company. The Company represents

and warrants to each Purchaser that:

(a) The registration statement referred to in the Purchase Agreement

and relating to the Bonds, including a prospectus and all documents

incorporated by reference therein, has been filed on Form S-3 with the

Securities and Exchange Commission ("Commission") and has become effective.

Such registration statement, including the prospectus supplement with

respect to the offering of Purchased Bonds referred to in Section 2 (the

"Prospectus Supplement") and all prior amendments and supplements thereto

(other than supplements and amendments relating to securities that are not

Purchased Bonds), including all documents filed as a part thereof or

incorporated therein pursuant to Item 12 of Form S-3 (other than the

Statements of Eligibility and Qualification of the Trustees (the "Forms

T-1")), is hereinafter referred to as the "Registration Statement" and such

prospectus, as so amended or supplemented (including all material so

incorporated by reference therein) in the form first filed by the Company

pursuant to Rule 424(b) under the Act is hereinafter referred to as the

"Prospectus."

(b) The Registration Statement and the Prospectus conform in all

respects to the requirements of the Securities Act of 1933, as amended

("Act"), the Trust Indenture Act of 1939, as amended ("Trust Indenture

Act"), and the pertinent published rules and regulations ("Rules and

Regulations") of the Commission, and none of such documents includes any

untrue statement of a material fact or omits to state any material fact

required to be stated therein or necessary to make the statements therein

not misleading, except that the foregoing

<PAGE>

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does not apply to statements or omissions in either of such documents based

upon written information furnished to the Company by any Purchaser

specifically for use therein. The documents incorporated by reference in

the Registration Statement or the Prospectus pursuant to Item 12 of Form

S-3 of the Act, at the time they were filed with the Commission, complied

in all material respects with the requirements of the Securities Exchange

Act of 1934, as amended (the "Exchange Act"), and the pertinent published

rules and regulations thereunder (the "Exchange Act Rules and Regulations")

and any additional documents deemed to be incorporated by reference in the

Prospectus will, when they are filed with the Commission, comply in all

material respects with the requirements of the Exchange Act and the

Exchange Act Rules and Regulations and will not contain an untrue statement

of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading.

Prospectus.

(d) The Company has been duly incorporated and is validly existing as

a corporation in good standing under the laws of the State of Kansas, with

full corporate power and authority to own, lease and operate its properties

and conduct its business as described in the Registration Statement and the

Prospectus.

(e) The Company is duly qualified to do business as a foreign

corporation and in good standing in each jurisdiction where the ownership

or leasing of its properties or the conduct of its businesses requires such

qualification, except where the failure to so qualify would not reasonably

be expected to have a material adverse effect on the business, properties,

financial condition or results of operation of the Company and its

subsidiaries taken as a whole (a "Material Adverse Effect"). The Company

has no "significant subsidiary," as such term is defined in Rule 405 of the

Rules and Regulations.

(f) The Company (1) is not in violation of its charter or by-laws, (2)

is not in default in any material respect, and no event has occurred which,

with notice or lapse of time or both, would constitute such a default, in

the due performance or observance of any term, covenant or condition

contained in any material indenture, mortgage, deed of trust, loan

agreement or other agreement or instrument to which it is a party or by

which it is bound or to which any of its properties or assets is subject

and (3) is not in violation in any material respect of any law, ordinance,

governmental rule, regulation or court decree to which it or its property

or assets may be subject and has not failed to obtain any material license,

permit, certificate, franchise or other governmental authorization or

permit necessary to the ownership of its property or to the conduct of its

business, except, in the case of clause (2) or (3) above, for any such

default, violation or failure that would not reasonably be expected to

result in a Material Adverse Effect.

(g) The execution, delivery and performance of this Agreement and the

issuance of the Purchased Bonds and consummation of the transactions

contemplated hereby will not conflict with, or result in any breach of or

constitute a default under (nor constitute any event which with notice,

lapse of time, or both would result in any breach of, or constitute a

default

<PAGE>

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under), any provisions of the charter or by-laws of the Company or under

any provision of any license, indenture, mortgage, deed of trust, bank loan

or credit agreement or other evidence of indebtedness, or any lease,

contract or other agreement or instrument to which the Company is a party

or by which it or its respective properties may be bound or affected, or

under any federal, state, local or foreign law, regulation or rule or any

decree, judgment or order applicable to the Company, except for any such

conflict, breach or default which would not reasonably be expected to

result in a Material Adverse Effect.

(h) The Indenture has been duly authorized by the Company and is a

legal, valid and binding agreement of the Company enforceable in accordance

with its terms, except as the enforceability thereof may be limited by

bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting creditors' rights generally and general principles of equity.

(i) The Purchased Bonds have been duly authorized by the Company and

when executed and delivered by the Company against payment therefore in

accordance with the Agreement will constitute legal, valid and binding

obligations of the Company enforceable in accordance with their terms,

except as the enforceability thereof may be limited by bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting creditors'

rights generally and general principles of equity.

(j) This Agreement has been duly authorized, executed and delivered by

the Company.

(k) The Purchased Bonds and the Indenture conform in all material

respects to the descriptions thereof contained in the Registration

Statement and Prospectus.

(l) The Company has obtained or made all approvals, authorizations,

consents or orders of or filings with any national, state or local

governmental or regulatory commission, board, body, authority or agency

required in connection with the issuance and sale of the Purchased Bonds or

the consummation by the Company of the transactions as contemplated hereby

other than any necessary qualification under the securities or blue sky

laws of the various jurisdictions in which the Purchased Bonds are being

offered by the Purchasers.

(m) There are no actions, suits, claims, investigations or proceedings

pending or threatened to which the Company or any of its officers is a

party or of which any of its properties is subject, at law, in equity, or

before or by any federal, state, local or foreign governmental or

regulatory commission, board, body, authority or agency which would

reasonably be expected to result in a Material Adverse Effect or prevent

consummation of the transactions contemplated hereby.

(n) The audited financial statements included in the Registration

Statement and the Prospectus present fairly in all material respects the

consolidated financial position of the Company as of the dates indicated

and the consolidated results of operations and cash flows of the Company

for the periods specified; such financial statements have been prepared in

conformity with generally accepted accounting principles applied on a

consistent basis during

<PAGE>

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the periods involved, except as otherwise set forth therein. The interim

unaudited financial statements included in the Registration Statement and

the Prospectus present fairly in all material respects the consolidated

financial position of the Company as of the dates indicated and the

consolidated results of operations and cash flows of the Company for the

periods specified subject to year-end adjustments; such financial

statements have been prepared in conformity with generally accepted

accounting principles applied on a consistent basis during the periods

involved, except as otherwise set forth therein.

(o) The accountants who certified the audited financial statements of

the Company and supporting schedules and notes thereto incorporated by

reference in the Prospectus are an independent registered public accounting

firm with respect to the Company within the meaning of the Act and the

applicable rules and regulations thereunder adopted by the Commission and

the Public Company Accounting Oversight Board (the "PCAOB").

(p) The Company is not, and, as of the Closing Date after giving

effect to the application of the net proceeds as described in the

Prospectus, will not be, an "investment company" as defined in the

Investment Company Act of 1940, as amended.

(q) The Company, and its directors and officers in their capacity as

such, have each complied, and currently are in compliance, in all material

respects with the Sarbanes-Oxley Act of 2002 and all rules and regulations

of the Commission and the New York Stock Exchange issued or adopted in

connection therewith.

(r) There has been no storage, disposal, generation, manufacture,

refinement, transportation, handling or treatment of toxic wastes, medical

wastes, hazardous wastes or hazardous substances by the Company or any of

its subsidiaries (or, to the actual knowledge of the Company, any of their

predecessors in interest) at, upon or from any of the property now or

previously owned or leased by the Company or its subsidiaries in violation

of any applicable law, ordinance, rule, regulation, order, judgment, decree

or permit or which would require remedial action under any applicable law,

ordinance, rule, regulation, order, judgment, decree or permit, except for

any violation or remedial action which would not reasonably be expected to

have, singularly or in the aggregate with all such violations and remedial

actions, a Material Adverse Effect; there has been no material spill,

discharge, leak, emission, injection, escape, dumping or release of any

kind onto such property or into the environment surrounding such property

of any toxic wastes, medical wastes, solid wastes, hazardous wastes or

hazardous substances due to or caused by the Company or any of its

subsidiaries or with respect to which the Company or any of its

subsidiaries have actual knowledge, except for any such spill, discharge,

leak, emission, injection, escape, dumping or release which would not

reasonably be expected to have, singularly or in the aggregate with all

such spills, discharges, leaks, emissions, injections, escapes, dumpings

and releases, a Material Adverse Effect; and the terms "hazardous wastes,"

"toxic wastes," "hazardous substances" and "medical wastes" shall have the

meanings specified in any applicable local, state, federal and foreign laws

or regulations with respect to environmental protection.

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(s) The Company has established and maintains disclosure controls and

procedures (as such term is defined in Rule 13a-15 and 15d-15 under the

Exchange Act) and (i) such disclosure controls and procedures are designed

to ensure that material information relating to the Company, including its

consolidated subsidiaries, is made known to the Company's Chief Executive

Officer and its Chief Financial Officer by others within those entities;

(ii) such disclosure controls and procedures are effective to perform the

functions for which they were established; and (iii) since the date of the

most recent evaluation there have been no changes in the Company's internal

control over financial reporting that have materially affected, or are

reasonably likely to materially affect the Company's internal control over

financial reporting. Based on the most recent evaluation of internal

control over financial reporting, the Company's auditors and the Audit

Committee of the Board of Directors have been advised of: (i) all

significant deficiencies and material weaknesses in the design or operation

of internal control over financial reporting which are reasonably likely to

adversely affect the Company's ability to record, process, summarize, and

report financial information; and (ii) any fraud, whether or not material,

that involves management or other employees who have a significant role in

the Company's internal control over financial reporting.

(t) Subsequent to the respective dates as of which information is

given in the Registration Statement and Prospectus, as supplemented or

amended, there has been no material adverse change in the financial

position or results of operations of the Company.

(u) The Company maintains insurance covering its properties,

operations, personnel and businesses as the Company deems adequate; such

insurance insures against such losses and risks to an extent which is

adequate, in the good faith judgment of management, to protect the Company

and its business.

(v) Any statistical and market-related data included in the

Registration Statement and the Prospectus are based on or derived from

sources that the Company believes to be reliable and accurate, and the

Company has obtained the written consent to the use of such data from such

sources to the extent required.

4. Agreements of the Company. The Company agrees with the several

Purchasers that:

(a) The Company will advise you promptly of any proposal to amend or

supplement the Registration Statement or the Prospectus with respect to any

Purchased Bonds, and will furnish you a copy thereof prior to the filing

thereof with the Commission.

(b) The Company will furnish to you copies of the registration

statement relating to the Bonds as originally filed and all amendments

thereto (at least one of which will be signed and will include all exhibits

except those incorporated by reference to previous filings with the

Commission), each related prospectus, the Prospectus, and all amendments

and supplements to such documents (except amendments to exhibits and

supplements relating to Bonds that are not Purchased Bonds), in each case

as soon as available and in such quantities as you reasonably request for

the purposes contemplated by the Act.

<PAGE>

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is required to be delivered under the Act or the Rules and Regulations, any

event occurs as a result of which the Prospectus as then amended or

supplemented would include any untrue statement of a material fact, or omit

to state a material fact necessary to make the statements therein, in light

of the circumstances under which made, not misleading, or if it is

necessary at any time to amend or supplement the Prospectus to comply with

the Act or the Rules and Regulations, the Company will promptly notify the

Purchasers and promptly prepare and file with the Commission an amendment

or supplement to the Registration Statement or any appropriate filing

pursuant to Section 13 or 14 of the Exchange Act which will correct such

statement or omission or an amendment which will effect such compliance,

and deliver in connection therewith, such Prospectus or amendments or

supplements to the Purchasers in such quantity as may be necessary to

permit compliance with the requirements of the Act and the Rules and

Regulations, provided that the Company shall be so obligated only so long

as the Company is notified of unsold allotments (failure by the Purchasers

to so notify the Company cancels the Company's obligation under this

Section 4(c)), and provided further that any such Prospectus or amendment

or supplement required later than nine months from the date hereof shall be

furnished at the Purchasers' sole expense.

(d) The Company will cooperate with the Purchasers in taking such

action as may be necessary to qualify the Purchased Bonds for offering and

sale under the securities laws of any state or jurisdiction of the United

States as the Purchasers may reasonably request and will use its best

efforts to continue such qualification in effect so long as required for

the distribution of the Purchased Bonds; provided, however, that the

Company shall not be required to qualify as a foreign corporation, or to

file a general consent to service of process, in any such state or

jurisdiction or to comply with any other requirement deemed by the Company

to be unduly burdensome.

(e) The Company will make generally available to its security holders

as soon as practicable an earning statement (as contemplated by Rule 158

under the Act) covering a period of twelve months after the effective date

of the Registration Statement.

(f) For a period of one year, the Company will furnish to you copies

of any report or definitive proxy statement which the Company shall file

with the Commission under the Exchange Act, and copies of all reports and

communications which shall be sent to stockholders generally, at or about

the time such reports and other information are first furnished to

stockholders generally. For purposes of this clause (f), any information

filed by the Company on the Commission's EDGAR system will be deemed

furnished to you in satisfaction of this clause (f).

(g) The Company will apply the net proceeds from the offering of the

Purchased Bonds as set forth under the caption "Use of Proceeds" in the

Prospectus Supplement.

(h) The Company will record and file the Supplemental Indenture

pertaining to the Purchased Bonds in each place in which such recording or

filing is required to protect and preserve the lien of the Indenture and

will pay all taxes and recording fees required to be paid

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with respect to the execution, recording and filing of the Supplemental

Indenture and the issuance of the Purchased Bonds.

(i) If a public offering of the Purchased Bonds is to be made, the

Company will not offer or sell any of its other debt securities which are

substantially similar to the Purchased Bonds prior to ten business days

after the Closing Date without the consent of the Purchasers.

(j) The Company will advise you, promptly after it receives notice

thereof, of the issuance by the Commission of any stop order or of any

order preventing or suspending the use of the Prospectus, of the suspension

of the qualification of the Purchased Bonds for offering or sale in any

jurisdiction or of the initiation or threatening of any proceeding for any

such purpose; and, in the event of the issuance of any stop order or of any

order preventing or suspending the use of the Prospectus or suspending any

such qualification, promptly to use its reasonable best efforts to obtain

the prompt withdrawal of such order.

5. Expenses. The Company and the Purchasers agree as follows:

(a) The Company, whether or not the transactions contemplated

hereunder are consummated, will (except as provided in Section 4(c) hereof)

pay all costs and expenses incident to the performance of its obligations

hereunder, including without limitation, all costs and expenses in

connection with: (i) the preparation and filing of the Registration

Statement, Prospectus and Indenture and any supplements or amendments

thereto; (ii) the preparation, issuance and delivery to the Purchasers of

the Purchasers' Bonds and the preparation, issuance and delivery to the

purchasers thereof of the Contract Bonds; (iii) the reproduction or

printing and mailing in reasonable quantities of the Registration

Statement, the Supplemental Indenture, amendments thereto, each preliminary

prospectus, the Prospectus and any amendments or supplements thereto, this

Agreement, any Blue Sky memoranda and legal investment survey delivered to

the Purchasers; (iv) reasonable filing fees and expenses (including legal

fees and disbursements, not in excess of $5,000) incurred in connection

with the qualification of the Purchased Bonds under the Blue Sky or

securities laws of the various states, and the preparation of Blue Sky

memoranda and legal investment survey for the offering; (v) the fees and

expenses of the accountants and the counsel for the Company; (vi) the fees

of the Trustees and any agent of the Trustees (including legal fees and

disbursements, if any, of counsel to the Trustees); (vii) any fees payable

to investment rating agencies with respect to the Purchased Bonds; and

(viii) all other costs and expenses incident to the performance of its

obligations hereunder which are not otherwise specifically provided for in

this Section.

(b) The Purchasers will pay (i) the fees and disbursements of their

respective counsel, except as set forth in Section 5(a) and in Section 9(c)

and (ii) their own out-of-pocket expenditures.

6. Conditions of the Purchasers' Obligations. The obligations of the

Purchasers to purchase and pay for the Purchasers' Bonds shall be subject in

their discretion to the accuracy of and compliance in all material respects with

the representations and the warranties of the Company

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herein contained as of the date hereof and the Closing Date, to the performance

by the Company of its obligations hereunder and to the following additional

conditions:

(a) No stop order suspending the effectiveness of the Registration

Statement shall have been issued under the Act or proceedings therefor

initiated or threatened by the Commission prior to the Closing Date.

(b) You shall have received an opinion, dated the Closing Date, of

Anderson & Byrd, counsel for the Company, to the effect that:

(i) The Company has been duly incorporated and is validly

existing as a corporation in good standing under the laws of the State

of Kansas, with power and authority (corporate and other) to own its

properties and conduct its business as described in the Prospectus;

(ii) All approvals of the State Corporation Commission of the

State of Kansas which are required for the issuance, sale and delivery

of the Purchased Bonds have been obtained; any conditions in such

approvals required to be satisfied prior to the issuance of the

Purchased Bonds have been duly satisfied; such approvals are in full

force and effect; and no further approval, authorization, consent or

other order of any public board or body in the State of Kansas is

legally required for the issuance, sale and delivery of the Purchased

Bonds or the execution, delivery and performance by the Company of the

Supplemental Indenture, the Purchased Bonds, any Delayed Delivery

Contracts or this Agreement (it being understood that such counsel

need express no opinion as to any approvals which may be required

under the securities acts or Blue Sky laws of said state);

(iii) Neither the issuance, sale and delivery of the Purchased

Bonds nor the execution, delivery and performance by the Company of

this Agreement, any Delayed Delivery Contract or the Purchased Bonds

will conflict with, violate or result in a breach of any Kansas law or

administrative regulation, or any court decree known to such counsel,

applicable to the Company (it being understood that such counsel need

express no opinion as to any approvals which may be required under the

securities acts or Blue Sky laws of said state); and

(iv) This Agreement and any Delayed Delivery Contracts have been

duly authorized, executed and delivered by the Company.

Spencer, Scott & Dwyer, P.C., Missouri counsel for the Company, to the

effect that:

(i) The Company has been duly incorporated and is validly

existing as a corporation in good standing under the laws of the State

of Kansas, with power and authority (corporate and other) to own its

properties and conduct its business as described in the Prospectus;

and the Company is duly qualified to do business as a for-

<PAGE>

-10-

eign corporation in good standing in the States of Arkansas, Missouri

and Oklahoma, which are the only jurisdictions (other than Kansas) in

which it owns or leases substantial properties or in which the conduct

of its business requires such qualification;

(ii) The Company holds all the valid and subsisting franchises

which are necessary to authorize it to carry on the utility businesses

in which it is engaged as described in the Prospectus;

(iii) The Purchasers' Bonds have been duly authorized, executed,

issued and delivered by the Company and constitute, and the Contract

Bonds have been duly authorized and when executed and authenticated in

accordance with the Indenture and delivered to and paid for by the

purchasers pursuant to Delayed Delivery Contracts will constitute,

valid and legally binding obligations of the Company entitled to the

benefits and security provided by the Indenture except as the same may

be limited by bankruptcy, insolvency, reorganization or other laws

relating to or affecting the enforcement of creditors' rights or the

enforcement of the security provided by the Indenture or by general

principles of equity and, (A) as to the Company's interest in the

Iatan Generating Station, except as the same may be limited by the

terms of the Iatan Station Ownership Agreement, dated July 31, 1978,

among Kansas City Power & Light Company, St. Joseph Light & Power

Company and the Company and of any other agreements by the Company

relating to its interest in such station and (B) as to the Company's

interest in the State Line Combined Cycle Generating Facility, except

as the same may be limited by the terms of the Agreement for the

Construction, Ownership and Operation of State Line Combined Cycle

Generating Facility, dated July 26, 1999, as amended, among the

Company, as an owner, Westar Generating, Inc., as an owner and the

Company, as agent and of any other agreements by the Company relating

to its interest in such facility;

(iv) The Indenture has

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