ex10-1_9.htm


    Exhibit
      10.1.9

    


    


    November
      2, 2007

    


    


    


    


    Dear___________:

     

    This
      letter regards your Nonqualified Stock Option Agreement dated August 5, 2003
      (the "Agreement") issued to you pursuant to the Great Plains Energy Incorporated
      Long-Term Incentive Plan (the "Plan").

     

    Generally,
      the Agreement provides you with certain dividend equivalents which accrue
      quarterly (in a notional account) and then are to be paid to you (in proportion
      to the portion of the Option you are exercising) at the time you exercise the
      Option.  (No payment would be made under the Agreement if you were
      exercising the Option at a time when the Option's exercise price exceeded the
      current market value of the underlying stock.)

     

    Unfortunately,
      due to certain recent changes in the tax laws, this dividend payment arrangement
      can no longer continue without causing you to incur significant tax
      penalties.  Additional information about these new tax laws is
      provided in the attached Q&A.

     

    Accordingly,
      we are writing to provide you an opportunity to avoid the imposition of tax
      penalties by electing to receive your dividend equivalents after the Options
      have expired.

     

    By
      signing and returning this letter agreement to us no later than December 28,
      2007, you will amend the current dividend equivalent payment arrangement such
      that dividend equivalents will continue to accrue and potentially be paid to
      you
      as follows:

     

    
      	
              ·  

            	
              Dividend
                equivalent payments will continue to be credited to your notional
                account
                based on the number of shares underlying each unexercised portion
                of the
                Option covered by the Agreement. Once an Option (or portion thereof)
                is
                exercised and you own the stock, no additional dividend equivalent
                will
                accrue with respect to those
                shares.

            


    

     

    
      	
              ·  

            	
              In
                the event of a Change in Control of Great Plains Energy (assuming
                such
                Change in Control constitutes a change in control payment event under
                Section 409A of the Internal Revenue Code) prior to July 1st
                of the first
                tax year following the year the Option would have originally expired,
                you
                will be paid, in a lump-sum, an amount equal to the balance in your
                notional dividend equivalent account, regardless of whether you have
                exercised your Options.

            


    

     

    
      	
              ·  

            	
              On
                the earlier of (1) the first anniversary of your separation from
                service
                with the company or (2) July 1st
                of the year
                containing the 11th
                anniversary
                of the Option's date of grant (i.e., the year after the Option's
                10-year
                term will have expired), you will be paid, in a lump-sum, an amount
                equal
                to the balance in your notional dividend equivalent
                account.

            


    

     
      
        

      

    

    
      	
              ·  

            	
              No
                interest will accrue on amounts credited to the notional
                account.

            


    

     

    Transition
      relief provided by the Internal Revenue Service allows you the opportunity
      to
      change the dividend equivalent payment feature.  We strongly encourage
      and recommend that you take advantage of the modification
      election.  If you do not elect to change when dividends equivalents
      may be paid, the current income deferral element associated with the Options
      subject to the Agreement will be immediately recognized as taxable income and
      an
      additional 20% income tax will be imposed by the federal government (in addition
      to the ordinary tax rates).

     

    If
      you
      wish to make this change to the payment of the dividends under your Agreement,
      to that which is described above, please sign and date below, and return this
      entire letter to the Corporate Secretary’s Office.  You must
      respond by December 28, 2007, if you intend to make this
      change.

     

    If
      you
      have any questions about this letter and its contents, please contact
      me.

     

    Sincerely,

    


    


    


    Barbara
      B. Curry

    Senior
      Vice President-Corporate

    Services
      and Corporate Secretary

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

     

    I
      hereby
      elect to postpone payment of any dividend equivalent payment provided in my
      Agreement until (1) a Change of Control of the company (assuming such Change
      in
      Control constitutes a change in control payment event under Section 409A of
      the
      Internal Revenue Code) or (2) the earlier of (a) the first anniversary of my
      separation from service with the company or (b) July 1st of the
      year
      containing the 11th anniversary
      of the
      Option's date of grant.

     

    


     

    


    __________________________________________________________________

    Signed                                                                                                Date

     


    
      

    


    Questions
      and Answers Relating to Dividend Equivalent Payments Paid on Stock
      Options.

     

    
      	
              ·  

            	
              What
                change in the law occurred which is necessitating this
                change?

            


    

     

    In
      2004,
      Congress added Section 409A to the Internal Revenue Code (the "Code"), which
      changes the treatment of nonqualified deferred compensation
      plans.  Code Section 409A defines nonqualified deferred compensation
      generally as any arrangement that establishes a legally binding right to
      compensation in a future tax year.   

     

    Section
      409A substantially restricts
      the right of employers and employees to change the terms of nonqualified
      deferred compensation arrangements, especially changes to (i) the
time or event at which benefits are paid; and (ii) the
form in which benefits
      are paid (such as lump sum or
      installment payments).

    


    Plans
      may be amended to avoid
      violations of Code Section 409A, subject to certain limitations.

    


    Stock
      options generally are considered nonqualified deferred
      compensation.  However, guidance issued by the Internal Revenue
      Service provides an exemption from Code Section 409A for stock options that
      meet
      certain requirements.  A stock option that does not meet these
      requirements must comply with Code Section 409A to avoid penalty
      taxes.

     

    Among
      other requirements, the exercise price of an exempt stock option must equal
      or
      exceed the fair market value of the underlying stock at the time of
      grant.  The dividend equivalent rights granted to you are considered
      by the Internal Revenue Service as an offset to the exercise price, (thus
      causing you to be deemed to have a "discounted" stock option) which would
      subject your stock option to Code Section 409A.  However, we can
      correct this by allowing you to receive the dividend amounts independent of
      exercising the stock option.

     

    
      	
              ·  

            	
              What
                happens if I elect not to change how dividends are
                paid?

            


    

     

    If
      you do
      not change how your dividends are paid, your stock option will be subject to
      Code Section 409A.  However, the Agreement would violate Code Section
      409A(a)(2)(A) because it allows you to exercise your stock option over a term
      that extends over multiple years.  As a result, the compensation you
      could receive from your stock option will be subject to a 20% penalty tax,
      in
      addition to normal tax rates upon compensation.  Depending upon the
      year you are deemed to have received this compensation, interest penalties
      can
      apply as well.