ex10-1_11.htm


    Exhibit
      10.1.11

    


     

    


     

    


     

    


     

    


     

    GREAT
      PLAINS ENERGY INCORPORATED

     

    NONQUALIFIED
      DEFERRED COMPENSATION PLAN

     

    (As
      Amended and Restated for I.R.C. § 409A)

     

     

     

     

    
 

    
      

    


    GREAT
      PLAINS ENERGY INCORPORATED

     

    NONQUALIFIED
      DEFERRED COMPENSATION PLAN

     

    (As
      Amended
      and Restated for I.R.C. § 409A)

     

    Background
      and Purpose

     

    Kansas
      City Power & Light Company ("KCPL") adopted the Kansas City Power &
Light Supplemental Executive Retirement and Deferred Compensation Plan effective
      November 2, 1993 (the "Original Plan"), to provide opportunities for selected
      employees and members of KCPL's Board of Directors to defer the receipt of
      compensation.  As part of a corporate restructuring and effective as
      of October 1, 2001, the Original Plan was divided into two separate plans,
      the
      "Great Plains Energy Incorporated Nonqualified Deferred Compensation Plan"
      (the
      "Frozen NQDC Plan") and the Great Plains Energy Incorporated Supplemental
      Executive Retirement Plan (the "Frozen SERP").

     

    As
      a
      result of the enactment of the American Jobs Creation Act of 2004, which, in
      part, created a new Section of the Internal Revenue Code ("Code Section 409A")
      governing and requiring changes to nonqualified deferred compensation plans,
      Great Plains Energy Incorporated has taken two actions which affect the Frozen
      NQDC Plan.

     

    
      	
              ·

            	
              First,
                the Frozen NQDC Plan has been frozen as of December 31, 2004
                such that no new participants will enter the Plan and no new amounts
                (other than Earnings) will accrue under the Plan after December 31,
                2004.  Except to the extent to reflect that the Frozen NQDC Plan
                has been frozen, no material modifications have been made to the
                Frozen
                NQDC Plan.  The Frozen NQDC Plan will continue to operate as a
                "frozen" plan in accordance with its terms and with respect to all
                amounts
                which were both accrued and vested as of December 31,
                2004.  A copy of the Frozen NQDC Plan is attached as Appendix
                B.

            


    

     

    
      	
              ·

            	
              Second,
                this Plan, the "Great Plains Energy Incorporated Nonqualified Deferred
                Compensation Plan (As Amended and Restated for I.R.C. § 409A)" (the
                "Plan") is adopted and, except for those changes required by Code
                Section 409A generally mirrors the Frozen NQDC Plan.  The
                Plan governs the payment of, and all administrative aspects related
                to
                amounts that (1) were not accrued and vested as of December 31, 2004
                under the Frozen NQDC Plan and (2) have been or are contributed to
                the
                Frozen NQDC Plan and this Plan on or after January 1,
                2005.  Certain operations of the Plan between December 31, 2004
                and December 31, 2007, including those operations in 2005 memorialized
                in
                Appendix A, however, were completed in accordance with IRS Notice
                2005-1
                and in "good faith" compliance with the proposed Treasury Regulations
                issued under Code Section 409A.  Generally, this Plan was
                amended and restated effective January 1, 2005.  However,
                several features, terms and conditions are effective January 1,
                2008.  These include: (1) the definition of Specified Employees;
                (2) the removal of the vesting schedule applicable to Company matching
                contributions; and (3) the changes made to Article III, relating
                to the
                Capital Accumulation Excess Benefit
                Provision.

            


    

     

    No
      duplication of benefits are to result from the freeze of the Frozen NQDC Plan
      and the creation of this Plan.

     

     

     

    i


    
      

    


    TABLE
      OF CONTENTS

     

    
      	
               

            	
              Page

            


    

     

    
      	
              ARTICLE
                I

            	
              DEFINITIONS

            	
              1

            
	
              ARTICLE
                II

            	
              DEFERRED
                COMPENSATION

            	
              4

            
	
              ARTICLE
                III

            	
              CAPITAL
                ACCUMULATION PLAN EXCESS BENEFIT

            	
              11

            
	
              ARTICLE
                IV

            	
              MISCELLANEOUS

            	
              12

            


    

    


    
      	
              APPENDIX
                A

            	 	
              DISTRIBUTIONS
                FOR PARTICIPANTS TERMINATED DURING
                2005

            


    

    


    
      	
              APPENDIX
                B

            	
                  GREAT
                PLAINS ENERGY INCORPORATED FROZEN NONQUALIFIED DEFERRED COMPENSATION
                PLAN

            


    

     

     

     

     

    ii


    
      

    


    


     

    ARTICLE
      I

     

    DEFINITIONS

     

    1.1           Definitions.  For
      purposes of this Plan, the following terms have the following
      meanings:

    "Base
      Salary" means the annual salary, excluding Incentive Awards, paid by
      the Company to the Participant.  A Participant's Base Salary for any
      year will not be limited by the provisions of Code Sections 401(a)(17),
      401(k)(3)(A)(ii), 401(m)(2), 402(g)(1), 415, or similar provisions restricting
      the amount of compensation that may be considered, deferred, or matched under
      plans qualified pursuant to Code Section 401(a).

    "Board"
      means the Board of Directors of the Company.

    "Capital
      Accumulation Plan" means the Great Plains Energy Incorporated Capital
      Accumulation Plan, as in existence before January 1, 2008.

    "Code"
      means the Internal Revenue Code of 1986, as amended.

    "Committee"
      means the Compensation and Development Committee (or successor to such
      Committee) of the Board.

    "Company"
      means Great Plains Energy Incorporated, Great Plains Energy Services
      Incorporated, Great Plains Power Incorporated and Kansas City Power & Light
      Company or their successors.  However, with respect to the term
      "Board," "Committee," and in Section 4.4, "Company" refers solely to Great
      Plains Energy Incorporated or its successor.

    "Converted
      Participant" means a Participant who was hired by the
      Company  before September 1, 2007 and elected in 2007 to receive a
      reduced future rate of benefit accrual under the Company's Management Pension
      Plan in exchange for an increased matching contribution under the Employee
      Savings Plan.

     

     

    
      

    

    "Employee
      Savings Plan" means the Great Plains Energy Incorporated Cash or
      Deferred Arrangement, as it may be amended from time to time.

    "Flexible
      Benefits Program" means the flexible benefits arrangement agreed to and
      adopted by the Board on September 14, 1982, as it may be amended from time
      to
      time.

    "Incentive
      Award" means any award under any bonus or incentive plan sponsored or
      maintained by the Company.

    "Participant"
      means any employee selected for participation by the Chief Executive Officer
      of
      Great Plains Energy Incorporated.   A Participant can be a
      Converted Participant, a Post-2007 Participant or a Stationary Participant.
      Except with respect to benefits provided under Section 2.5, the term
      "Participant" also includes members of the Board.  Individuals will
      become Participants in the Plan as of the date they are so
      designated.  Individuals who were Participants for purposes of
      Sections VI, VII, and VIII of the Original Plan as of April 1, 2000 and that
      were employees of the Company on or after January 1, 2005, will continue to
      be
      Participants in this Plan.

    "Plan"
      means this Great Plains Energy Incorporated Nonqualified Deferred Compensation
      Plan (as Amended and Restated for I.R.C. § 409A).

    "Post-2007
      Participant" means a Participant that is hired by the Company on or
      after September 1, 2007.

    "Separation
      from Service" or "Separates from Service" means a Participant's death,
      retirement or other termination of employment with the Company.  A
      Separation from Service will not occur if a Participant is on military leave,
      sick leave or other bona fide leave of absence (such as temporary employment
      by
      the government) if the period of such leave does not exceed six months, or
      if
      longer, as long as the Participant has a right (either by contract or by
      statute) to

     

     

    2


    
      

    


    reemployment
      with the Company.  "Separation from Service" will be interpreted in a
      manner consistent with Code Section 409A(a)(2)(A)(i).

    "Specified
      Employee" means a Participant that would be a "specified employee" as
      defined in Code Section 409A(a)(2)(B)(i) and Department of Treasury regulations
      and other interpretive guidance issued thereunder.  Effective
      January 1, 2008, for purposes of this definition, the "specified employee
      effective date" and the "specified employee identification date" are established
      and memorialized in the Company's "I.R.C. § 409A Specified Employee Policy" as
      the same may be modified from time to time in accordance with the rules and
      regulations of Code Section 409A.

    "Stationary
      Participant" means a Participant who was hired by the
      Company  before September 1, 2007 and elected in 2007 to maintain his
      or her current level of benefits under the Company's Management Pension
      Plan.

    1.2           General
      Interpretive Principles.  (a) Words in the singular include the
      plural and vice versa, and words of one gender include the other gender, in
      each
      case, as the context requires; (b) references to Sections are references to
      the
      Sections of this Plan unless otherwise specified; and (c) any reference to
      any
      U.S. federal, state, or local statute or law will be deemed to also refer to
      all
      amendments or successor provisions thereto, as well as all rules and regulations
      promulgated under such statute or law, unless the context otherwise
      requires.

     

     

    3


    
      

    


     

    ARTICLE
      II


     

    DEFERRED
      COMPENSATION

     

    2.1           Deferral
      Elections.  Before the beginning of any calendar year, a
      Participant may elect to defer the receipt of:

    
      	
               

            	
              (a)

            	
              a
                specified dollar amount or percentage of the Participant's anticipated
                Base Salary (or director's fees) as in effect on January 1 of the
                year in
                which such salary or fees are to be deferred;
                and/or

            


    

    
      	
               

            	
              (b)

            	
              a
                specified dollar amount or percentage of any anticipated Incentive
                Awards
                to be paid to the Participant for performance in the following calendar
                year.

            


    

    If
      the
      Participant desires to make such an election, the election must be in writing
      on
      a form provided by the Company, and may indicate an election to defer a fixed
      percentage of up to 50 percent of Base Salary, and/or 100 percent of director's
      fees or any Incentive Awards.  Alternatively, the Participant may
      elect to defer a fixed dollar amount of Base Salary and/or any Incentive Awards
      in increments of $1,000, with a minimum deferral of $2,000 and a maximum
      deferral of an amount equal to 50% of Base Salary and 100% of director's fees
      or
      any Incentive Awards.  An individual who first becomes a Participant
      in this Plan (and is not otherwise eligible nor has been eligible to participate
      in any other similar type of Plan that would be aggregated with this Plan under
      Code Section 409A) during a year may make a deferral election for the balance
      of
      the year in which the employee becomes a Participant, provided the election
      is
      made within 30 days after the day on which he or she becomes a
      Participant.

    An
      election to defer compensation under this Article II applies only to
      compensation earned subsequent to the date the election is made.  An
      election to defer compensation will be effective only for the year, or portion
      of the year, for which the election was made, and may not be terminated
      or

     

     

    4
      

    
      

    


    changed
      during such year or portion of such year.  If the Participant desires
      to continue the same election from year to year, he or she must nevertheless
      make an affirmative election each year to defer compensation.

    2.2           Contents
      of Deferral Election.  A Participant's deferral election must
      indicate, with respect to amounts deferred pursuant to the election, a
      distribution event in accordance with Section 2.6 and the form of payment
      alternative in accordance with Section 2.7.

    2.3           Separate
      Accounts.  A separate account will be established for each
      Participant who defers compensation under this Article II.  The
      Company will credit deferred Base Salary to the Participant's account each
      month
      at the time the nondeferred Base Salary is paid to the
      Participant.  The Company will credit the Participant's account with a
      deferred Incentive Award annually at the time the Incentive Award is
      payable.  Neither the Participant nor his or her designated
      beneficiary or beneficiaries has any property interest whatsoever in any
      specific Company assets as a result of this Plan.

    2.4           Earnings
      Credits.  The earnings rate each year upon which gains or losses
      on a Participant's account are credited  (hereinafter "Earnings") will
      be a reasonable rate of interest based on the Company's weighted average cost
      of
      capital.  The Earnings will be credited or debited to a Participant's
      account on a monthly basis, or at such other time or times as the Committee
      may
      determine.  Earnings will continue to be credited to the balance of a
      Participant's account during the payout period elected pursuant to this Article
      II.  The Earnings attributable to compensation deferred pursuant to a
      particular deferral election will be payable according to the same terms,
      conditions, limitations, and restrictions applicable to the compensation
      deferred pursuant to the deferral election.  Any remaining payments
      will be re-computed annually to reflect the additional Earnings.

     

     

    5


    
      

    


    2.5           Company
      Contributions.

    
      	
               

            	
              (a)

            	
              Matching
                Contributions.  A Participant will be eligible to receive a
                matching contribution under this Section 2.5(a) only if the Participant
                defers the maximum amount allowed under Code Section 402(g) (ignoring
                any
                opportunity the Participant may have had to make catch-up contributions
                described in Section 414(v) of the Code) for such
                year.

            


    

    
      	
               

            	
              (i)

            	
              For
                each Stationary Participant, the Company will credit to the Stationary
                Participant's account a matching contribution in an amount equal
                to 50% of
                the first 6% of the Base Salary deferred by the Participant under
                Section
                2.1(a), but such amount will be reduced by the matching contribution
                made
                for the year to the Stationary Participant's account in the Employee
                Savings Plan.  In no event will the total matching contributions
                in the Employee Savings Plan and this Plan exceed 3% of the Stationary
                Participant's Base Salary in any given
                year.

            


    

    
      	
               

            	
              (ii)

            	
              For
                each Converted Participant and Post-2007 Participant, the Company
                will
                credit to such Participant's account a matching contribution in an
                amount
                equal to 100% of the first 6% of the Participant's Base Salary, bonus
                and
                incentive pay deferred by the Participant under Section 2.1(a), but
                such
                amount will be reduced by the matching contribution made for the
                year to
                the Converted Participant's or Post-2007 Participant's  account
                in the Employee Savings Plan.  In no event will the total
                matching contributions in the

            


    

     

     

     

    6

    
      

    


    Employee
      Savings Plan and this Plan exceed 6% of the Converted Participant's or Post-2007
      Participant's Base Salary in any given year.

    Any
      matching contributions under this Plan will be credited to the Participant's
      account on a monthly basis.  For Stationary Participants, the matching
      contributions and Earnings thereon shall be subject to the following vesting
      schedule:

    
      	
              Years
                of Service

            	
              Vested
                Percentage

            
	
              Less
                Than Two Years

            	
              0%

            
	
              Two
                Years

            	
              20%

            
	
              Three
                Years

            	
              40%

            
	
              Four
                Years

            	
              60%

            
	
              Five
                Years

            	
              80%

            
	
              Six
                Years

            	
              100%

            


    

     

    For
      Converted Participants and Post-2007 Participants, all matching contributions
      and Earnings thereon, including all matching and Earnings accrued before
      January 1, 2008, are 100% vested.

    
      	
               

            	
              (b)

            	
              Additional
                Discretionary Company Contributions.   From time to
                time, as determined appropriate by the Board, the Company may elect
                to
                make additional contributions (either discretionary, matching or
                both) to
                the Plan  and may direct that such contributions be allocated
                among the accounts of those Participants that it may
                select.  The Board may impose vesting conditions and/or
                allocation conditions with respect to such
                additional

            


    

     

     

     

    7


    
      

    


    contributions.  No
      Participant shall have a right to compel the Company to make a contribution
      under this Section 2.5(b) and no Participant shall have the right to share
      in
      the allocation of any such contribution for any year unless selected by the
      Board, in its sole discretion.  At the time any such additional
      contribution is made, the Board may provide that the additional amounts are
      to
      be paid at the same time as other amounts deferred under this Plan are paid
      to
      the Participant or a different time (in all cases compliant with Code Section
      409A) as established by the Board.

    2.6           Permissible
      Distribution Events.  A Participant may elect to defer receipt of
      amounts deferred pursuant to a deferral election until one of the
      following:

    
      	
               

            	
              (a)

            	
              Subject
                to Section 4.12, the Participant's Separation from Service other
                than on
                account of death;

            


    

    
      	
               

            	
              (b)

            	
              a
                specified age or date;

            


    

    
      	
               

            	
              (c)

            	
              the
                Participant's death;

            


    

    
      	
               

            	
              (d)

            	
              the
                earlier of (a) or (b) (e.g., the earlier of Separation from
                Service or attainment of age 65);
                or

            


    

    
      	
               

            	
              (e)

            	
              the
                later of (a) or (b) (e.g., the later of Separation from Service
                or attainment of age 65) .

            


    

    In
      all
      cases if no distribution event has occurred on the date of the Participant's
      death, the Participant's death will be the distribution event.  If a
      Participant fails to designate a distribution event and the Participant is
      not a
      Specified Employee at the time of the Participant's Separation from Service,
      payment of amounts deferred pursuant to the Participant's deferral election
      will
      be made (in the case of a lump sum) or commence (in the case of installments)
      on
      the 90th day
      after the

     

     

    8

    
      

    


    Participant's
      Separation from Service.  If a Participant fails to designate a
      distribution event, the Participant is a Specified Employee at the time of
      the
      Participant's Separation from Service and the Separation from Service is not
      on
      account of the Participant's death, payment of amounts deferred pursuant to
      the
      Participant's deferral election will commence on the first day of the 7th month after
      the
      month in which the Participant Separates from Service.

    2.7           Permissible
      Forms of Payment.  A Participant's deferral election must indicate
      the manner in which the amounts deferred pursuant to the election are to be
      paid
      upon a distribution event other than on account of a Participant's
      death.  Upon a Participant's death, the form of payment is governed by
      Section 2.8(b), (c) and (d).  Subject to this Section 2.7, the
      Participant may choose to have such amounts paid:

    
      	
               

            	
              (a)

            	
              in
                a single lump-sum payment; or

            


    

    
      	
               

            	
              (b)

            	
              in
                annual installments (of principal plus Earnings) over a period of
                5 years,
                10 years, or 15 years.  Each annual installment will be equal to
                a fraction of the total remaining balance in the Participant's account,
                the numerator of which is 1 and the denominator is the total number
                of
                remaining installments, including the annual installment for which
                the
                amount is being calculated.

            


    

    Notwithstanding
      a Participant's deferral election, single lump-sum payments will always be
      made
      to Participants (I) whose annual installments (regardless of whether such
      installments are being paid over 5, 10 or 15 years) will be less than $5,000
      per
      year or (II) who Separate from Service with the Company before attaining age
      50.  If a Participant fails to make an election concerning the form of
      payment within the appropriate period of time, the payment will be made in
      a
      single lump sum.

     

     9
      
        

      

    

    Subject
      to Section 4.12, payments under this Article on account of deferral will be
      paid
      in full if the lump-sum option is chosen, or will begin to be paid in annual
      installments if an installment payment option is chosen, on the 30th day following
      the
      day the event occurred giving rise to the distribution, as elected by the
      Participant.  If, on such 30th day, it
      is not
      administratively practicable to make or commence the payment(s), the payment(s)
      shall be made or commence as soon as administratively practicable.

    Following
      the close of each year, or as soon thereafter as practicable, the Participant
      or
      the Participant's designated beneficiary or beneficiaries shall receive a
      statement of the Participant's deferred compensation account as of the end
      of
      such year.

    2.8           Payment
      to Designated Beneficiaries.

    
      	
               

            	
              (a)

            	
              Designated
                Beneficiary.  At the time a Participant elects to defer
                compensation under this Plan, the Participant may designate a death
                beneficiary or beneficiaries, and may amend or revoke such designation
                at
                any time.

            


    

    
      	
               

            	
              (b)

            	
              Participant's
                Death Before Distribution Event.  If the Participant dies
                before any deferred amounts have been paid under this Plan, all amounts
                credited to the Participant's account will be paid to the Participant's
                designated beneficiary or beneficiaries, in a single lump-sum payment,
                on
                the 30th
                day following the date of the Participant's
                death.

            


    

    
      	
               

            	
              (c)

            	
              Participant's
                Death After Distribution Event.  If a Participant dies
                after payment of any deferred amounts has commenced, the balance
                of the
                amounts credited to the Participant's account will continue to be
                paid to
                the

            


    

     

     

    10


    
      

    


    Participant's
      beneficiary or beneficiaries at the same times and in the same form as the
      amounts were being paid to the Participant.

    
      	
               

            	
              (d)

            	
              Deceased
                Designated Beneficiary.  If a Participant is not survived
                by a designated beneficiary, the balance of the amounts due the
                Participant under the deferral election for which no surviving beneficiary
                exists will be paid in a single lump-sum payment to the Participant's
                estate on the 30th
                day
                following the date of the Participant's death.  If, with respect
                to a particular deferral election, a Participant's last surviving
                designated beneficiary dies after the Participant, but before the
                balance
                of the amounts due the beneficiary under the deferral election have
                been
                paid, the balance will be paid in a single lump-sum payment to the
                estate
                of the last surviving designated beneficiary as soon as practicable
                after
                the beneficiary's death.

            


    

    2.9           Subsequent
      Elections.  The Committee, in its sole discretion, may permit a
      Participant, with respect to a distribution event, to later change the
      Participant's election as to when payment of benefits under this Plan with
      respect to such event would be made or commence and change the selected form
      of
      payment; provided, however, that: (a) the subsequent election is not effective
      until, at the earliest twelve months before it is to take effect; (b) other
      than
      with respect to payment on account of a Participant's death, the change results
      in a deferral of payment of at least five years from the earliest date the
      benefits, absent such a subsequent election, otherwise would have been paid
      or
      commenced on account of such event; and (c) where the Participant has elected
      payment after a specific number of years, the subsequent deferral election
      is
      made at least twelve months before the initial payment was
      scheduled.

     11
      
        

      

    

    2.10           409A
      Transition Election.  All Participants in the Plan are permitted
      to amend their current elections relating to both timing and form of payment
      before December 31, 2008 provided that:

    
      	
               

            	
              (a)

            	
              No
                change in a timing or form election made during 2006 may either (1)
                apply
                to payments the Participant otherwise would have received in 2006
                or (2)
                cause a Plan benefit to be paid in 2006 which otherwise would not
                have
                been paid in 2006;

            


    

    
      	
               

            	
              (b)

            	
              No
                change in a timing or form election made during 2007 may either (1)
                apply
                to payments the Participant otherwise would have received in 2007
                or (2)
                cause a Plan benefit to be paid in 2007 which otherwise would not
                have
                been paid in 2007;  or

            


    

    
      	
               

            	
              (c)

            	
              No
                change in a timing or form election made during 2008 may either (1)
                apply
                to payments the Participant otherwise would have received in 2008
                or (2)
                cause a Plan benefit to be paid in 2008 which otherwise would not
                have
                been paid in 2008.

            


    

     

    ARTICLE
      III

     

    CAPITAL
      ACCUMULATION PLAN EXCESS BENEFIT

     

    3.1           Effective
      January 1, 2008, no additional amounts will be contributed to Participant's
      CAP
      Excess Benefits Account under the Plan.  From January 1, 2005
      through December 31, 2007, amounts were credited to a Participant's CAP
      Excess Benefit Account in accordance with the same manner as provided for in
      Section 3.1 of the Frozen NQDC Plan.

    3.2           Benefits
      under the Participant's CAP Excess Benefit Account will be paid to the
      Participant as follows:

     

     

    12


    
      

    


    
      	
               

            	
              (a)

            	
              When
                the Participant Separates from Service (whether due to death, disability,
                retirement or other termination), the Participant will be paid in
                a single
                lump-sum payment.  The payment will be equal to the amount
                credited to the CAP Excess Benefits Account, plus the additional
                amount
                credited to the CAP Excess Benefits Account under Section 3.2(b),
                below.  Subject to Section 4.12, payment will be made on the
                60th
                day
                after the close of the calendar year in which the Participant Separates
                from Service.  If the Participant dies before payment is made,
                payment will be made to the Participant's beneficiary on the 30th
                day after
                the Participant's death.  The Participant's beneficiary for the
                purposes of this Article III will be the Participant's beneficiary
                under
                the Capital Accumulation Plan.

            


    

    
      	
               

            	
              (b)

            	
              The
                Participant's CAP Excess Benefits Account will be credited and debited
                with the same Earnings and in the same manner as provided for in
                Section 2.4.

            


    

     

    ARTICLE
      IV

     

    MISCELLANEOUS

     

    4.1           Plan
      Amendment and Termination.  The Board may, in its sole discretion,
      terminate, suspend, or amend this Plan at any time or from time-to-time, in
      whole or in part.  However, no amendment or suspension of the Plan may
      affect a Participant's right or the right of a beneficiary to vested benefits
      accrued up to the date of any amendment or termination.  In the event
      the Plan is terminated, the Committee will continue to administer the Plan
      until
      all amounts accrued and vested have been paid.  In no event may the
      termination of the Plan result in distributions of benefits under

     

     

    13

    
      

    


    the
      Plan
      unless such distribution on account of Plan termination would otherwise be
      permissible under Code Section 409A.

    4.2           No
      Right to Employment.  Nothing in this Plan gives any Participant
      the right to be retained in the service of the Company, nor will it interfere
      with the right of the Company to discharge or otherwise deal with Participants
      without regard to the existence of this Plan.

    4.3           No
      Administrator Liability.  Neither the Committee nor any member of
      the Board nor any officer or employee of the Company may be liable to any person
      for any action taken or omitted in connection with the administration of the
      Plan unless attributable to his or her own fraud or willful misconduct; nor
      may
      the Company be liable to any person for any such action unless attributable
      to
      fraud or willful misconduct on the part of a director, officer or employee
      of
      the Company.

    4.4           Unfunded
      Plan.  This Plan is unfunded, and constitutes a mere promise by
      the Company to make benefit payments in the future.  The right of any
      Participant, spouse, or beneficiary to receive a distribution under this Plan
      will be an unsecured claim against the general assets of the
      Company.  The Company may choose to establish a separate trust (the
      "Trust"), and to contribute to the Trust from time to time assets to be held
      therein, subject to the claims of the Company's creditors in the event of the
      Company's insolvency, until paid to Plan Participants and beneficiaries in
      the
      manner and at the times as specified in the Plan.  It is the intention
      of the Company that the Trust, if established, constitutes an unfunded
      arrangement, and will not affect the status of the Plan as an unfunded Plan
      maintained for the purpose of providing deferred compensation for a select
      group
      of management or highly compensated employees for purposes of Title I of the
      Employee Retirement Income Security Act of 1974, as amended.  The
      Trustee of the Trust will invest the Trust assets, unless the Committee, in
      its
      sole discretion, chooses either to instruct the Trustee as to the investment
      of
      Trust assets or to appoint one or more investment

     

     

    14


    
      

    


    managers
      to do so.  The Committee may consult with Participants concerning the
      investment of Trust assets, but will reserve the right to invest and reinvest
      such assets in the manner it deems best.

    4.5           Nontransferability.  To
      the maximum extent permitted by law, no benefit under the Plan may be assignable
      or subject in any manner to alienation, sale, transfer, claims of creditors,
      pledge, attachment, or encumbrances of any kind.

    4.6           Participant's
      Incapacity.  Any amounts payable under the Plan to any person
      under legal disability or who, in the judgment of the Committee, is unable
      properly to manage his or her financial affairs, may be paid to the legal
      representative of that person or may be applied for the benefit of that person
      in any manner which the Committee may select.

    4.7           Withholding.  Any
      amounts paid to the Participant will be subject to income tax withholding or
      other deductions as may from time to time be required by federal, state, or
      local law.

    4.8           Plan
      Administrator.  The Plan shall be administered by the Committee or
      its designee, which may adopt rules and regulations to assist it in the
      administration of the Plan.

    4.9           Claims
      Procedures.  A request for a Plan benefit shall be filed with the
      Chairperson of the Committee or his or her designee, on a form prescribed by
      the
      Committee.  Such a request, hereinafter referred to as a "claim," will
      be deemed filed when the executed claim form is received by the Chairperson
      of
      the Committee or his or her designee.

    The
      Chairperson of the Committee or his or her designee shall decide such a claim
      within a reasonable time after it is received.  If a claim is wholly
      or partially denied, the claimant will be furnished a written notice setting
      forth, in a manner calculated to be understood by the claimant:

    
      	
               

            	
              (a)

            	
              The
                specific reason or reasons for the
                denial;

            


    

    
      	
               

            	
              (b)

            	
              A
                specific reference to pertinent Plan provisions on which the denial
                is
                based;

            


    

     

     

    15

    
      

    


    
      	
               

            	
              (c)

            	
              A
                description of any additional material or information necessary for
                the
                claimant to perfect the claim, along with an explanation of why such
                material or information is necessary;
                and

            


    

    
      	
               

            	
              (d)

            	
              Appropriate
                information as to the steps to be taken if the claimant wishes to
                appeal
                his or her claim, including the period in which the appeal must be
                filed
                and the period in which it will be
                decided.

            


    

    The
      notice will be furnished to the claimant within 90 days after receipt of the
      claim by the Chairperson of the Committee or his or her designee, unless special
      circumstances require an extension of time for processing the
      claim.  No extension will be for more than 90 days after the end of
      the initial 90-day period.  If an extension of time for processing is
      required, written notice of the extension will be furnished to the claimant
      before the end of the initial 90-day period.  The extension notice
      will indicate the special circumstances requiring an extension of time and
      the
      date by which a final decision will be rendered.

    If
      a
      claim is denied, in whole or in part, the claimant may appeal the denial to
      the
      full Committee, upon written notice to the Chairperson thereof.  The
      claimant may review documents pertinent to the appeal and may submit issues
      and
      comments in writing to the Committee.  No appeal will  be
      considered unless it is received by the Committee within 90 days after receipt
      by the claimant of written notification of denial of the claim.  The
      Committee shall decide the appeal within 60 days after it is
      received.  However, if special circumstances require an extension of
      time for processing, a decision will be rendered as soon as possible, but not
      later than 120 days after the appeal is received.  If such an
      extension of time for deciding the appeal is required, written notice of the
      extension shall be furnished to the claimant before the commencement of the
      extension.  The Committee's decision will be in writing and will
      include specific reasons for the decision, written in

     

     

    16


    
      

    


    a
      manner
      calculated to be understood by the claimant, and specific references to the
      pertinent Plan provisions upon which the decision is based.

    4.10           Deliverables.  Each
      Participant will receive a copy of the Plan and, if a Trust is established
      pursuant to Section 4.4, the Trust, and the Company will make available for
      inspection by any Participant a copy of any rules and regulations used in
      administering the Plan.

    4.11           Binding
      Effect.  This Plan is binding on the Company and will bind with
      equal force any successor of the Company, whether by way of purchase, merger,
      consolidation or otherwise.

    4.12           Delay
      for Specified Employees.  Notwithstanding any other provision of
      this Plan to the contrary:

    
      	
               

            	
              (a)

            	
              with
                respect to any payment to be made under Section 2.6 and 2.7 if (1)
                the
                Participant has elected his or her Separation from Service as the
                applicable Distribution Event, and (2) the Participant is a Specified
                Employee, then payment of any amounts will be made or commence no
                earlier
                than the first business day of the 7th
                month
                following the month in which the Participant Separates from Service;
                and

            


    

    
      	
               

            	
              (b)

            	
              with
                respect to any payment to be made under Section 3.2, no payment may
                be
                made to a Participant who is a Specified Employee any earlier than
                the
                first business day of the 7th
                month
                following the month in which the Participant Separates from
                Service.

            


    

    4.13           Severability.  If
      a court of competent jurisdiction holds any provision of this Plan to be invalid
      or unenforceable, the remaining provisions of the Plan shall continue to be
      fully effective.

    4.14           I.R.C.
      § 409A.  This Plan is intended to meet the requirements of Section
      409A of the Code and may be administered in a manner that is intended to meet
      those requirements and will be

     

     

    17


    
      

    


    construed
      and interpreted in accordance with such intent.  All payments
      hereunder are subject to Section 409A of the Code and will be paid in a manner
      that will meet the requirements of Section 409A of the Code, including
      regulations or other guidance issued with respect thereto, such that the payment
      will not be subject to the excise tax applicable under Section 409A of the
      Code.  Any provision of this Plan that would cause the payment to fail
      to satisfy Section 409A of the Code will be amended (in a manner that as closely
      as practicable achieves the original intent of this Plan) to comply with Section
      409A of the Code on a timely basis, which may be made on a retroactive basis,
      in
      accordance with regulations and other guidance issued under Section 409A of
      the
      Code.

    4.15           Governing
      Law.  To the extent not superseded by the laws of the United
      States, this Plan shall be construed according to the laws of the State of
      Missouri.

    This
      Plan
      is hereby adopted on this 30th day of
      October,
      2007, except to the extent as otherwise noted, effective as of January 1,
      2005, by a duly authorized officer of the Company.

    
      	 	
              GREAT
                PLAINS ENERGY INCORPORATED

               

               

              By:          /s/
                Michael J. Chesser

               

              Title:                   Chairman
                of the Board and Chief Executive
                Officer

            


    

    


     

     

     

    18


    
      

    


    Appendix
      A

     

    


     

     

    DISTRIBUTIONS
      FOR PARTICIPANTS

    TERMINATED
      DURING 2005

     

    Notwithstanding
      any other provision of this Plan or any election that may have been made by
      a
      Participant to the contrary, if a Participant who Separates from Service in
      2005
      elected to receive either a one-time, single-sum payment of the Participant's
      entire account or an annuity or series of payments, (i) all amounts credited
      to
      the Participant's account before 2005 are to be paid in accordance with such
      election, and (ii) all amounts credited to the Participant's account during
      2005
      will be paid in one-time, single-sum payment in 2005.

    



    
      

    


    Appendix
      B

    


    


    


    


    


    


    


    GREAT
      PLAINS ENERGY INCORPORATED

    


    NONQUALIFIED
      DEFERRED COMPENSATION PLAN

    


    Amended
      and Restated effective October 1, 2001

    


    and
      Frozen effective December 31, 2004

    


     

     

     

     

    
 

    
      

    


    Appendix
      B

    


    


    GREAT
      PLAINS ENERGY INCORPORATED

    


    FROZEN
      NONQUALIFIED DEFERRED
      COMPENSATION PLAN

    


    


                                                            PREAMBLE

    


    The
      principal objective of this Frozen Nonqualified Deferred Compensation Plan
      is to
      provide opportunities for selected employees and members of the Board of
      Directors to defer the receipt of compensation.  The Company may, but
      is not required to, set aside funds from time to time to provide such benefits,
      and such funds may be held in a separate trust established for such
      purpose.  This Plan is a successor to the deferred compensation
      component of the Company's former Supplemental Executive Retirement and Deferred
      Compensation Plan (the "Prior Plan"), which was effective on November 2,
      1993.  It is effective as to each Participant on the date he or she
      becomes as a Participant hereunder.  This Plan superseded the deferred
      compensation component of the Prior Plan and all similar nonqualified deferred
      compensation plans that may be in existence.

    


    Effective
      December 31, 2004, this Plan was "frozen" such that (1) no person may become
      a
      Participant under this Plan after December 31, 2004, and (2) no additional
      deferrals (other than Earnings on existing deferrals) may be made under this
      Plan after December 31, 2004.  All participants eligible to
      participate in the Great Plains Energy NonQualified Deferred Compensation Plan
      as of January 1, 2005 will participate in the "Great Plains Energy Incorporated
      NonQualified Deferred Compensation Plan (as Amended and Restated for I.R.C.
§
409A) ("Amended 409A Plan"), and all amounts contributed to the Plan or that
      were initially contributed to this Frozen Plan but became vested after December
      31, 2004 and all Earnings on such deferrals will be governed by the Amended
      409A
      Plan.

    


     

     

    
 

    
      

    


    Appendix
      B

    


    


    TABLE
      OF CONTENTS

    


     

    
      
        	
                ARTICLE

              	 	
                PAGE

              


      

      


      
        	
                I

              	
                DEFINITIONS

              	
                1

              
	
                II

              	
                DEFERRED
                  COMPENSATION

              	
                2

              
	
                III

              	
                CAPITAL
                  ACCUMULATION PLAN EXCESS BENEFIT

              	
                7

              
	
                IV

              	
                MISCELLANEOUS

              	
                8

              


      



-i-

    
      

    


    ARTICLE
      I

    DEFINITIONS

    1.1           "Basic
      Plan" means the Great Plains Energy Incorporated Management Pension
      Plan, as it may be amended from time to time.

    1.2           "Base
      Salary" means the annual salary, excluding Incentive Awards, paid by
      the Company to the Participant.  A Participant's
      Base Salary for any year shall not be limited by the provisions of Internal
      Revenue Code Sections 401(a)(17), 401(k)(3)(A)(ii), 401(m)(2), 402(g)(1), 415,
      or similar provisions restricting the amount of compensation that may be
      considered, deferred, or matched under plans qualified pursuant to Internal
      Revenue Code Section 401(a).

    1.3           "Board
      of Directors" means the Board of Directors of the Company.

    1.4           "Capital
      Accumulation Plan" means the Great Plains Energy Incorporated Capital
      Accumulation Plan, as it may be amended from time to time.

    1.5           "Committee"
      means the Compensation and Development Committee (or successor to such
      Committee) of the Company's
      Board of Directors.

    1.6           "Company"
      means Great Plains Energy Incorporated, Great Plains Energy Services
      Incorporated, Great Plains Power Incorporated and Kansas City Power & Light
      Company or their successors; provided, however, that for purposes of Sections
      1.3, 1.5, 1.10, and 4.4, "Company" shall mean Great Plains Energy Incorporated
      or its successor.

    1.7           "Employee
      Savings Plus Plan" means the Great Plains Energy Incorporated Cash or
      Deferred Arrangement ("Employee
      Savings Plus"),
      as it may be amended from time to time.

    1.8           "Flexible
      Benefits Program" means the flexible benefits arrangement agreed to and
      promulgated by the Board of Directors by resolutions adopted September 14,
      1982,
      as it may be amended from time to time.

    1.9           "Incentive
      Award" means any award under any bonus or incentive plan sponsored or
      maintained by the Company.

     

    
      

    

    1.10           "Participant"
      means any employee selected for participation by the Chief Executive Officer
      of
      the Company.  For purposes of Sections 2.1 to 2.7, the term "Participant"
      shall also include members of the Board of Directors.  Individuals
      shall become Participants in the Plan as of the date they are so designated;
      provided, however, that individuals who were Participants for purposes of
      Sections VI, VII, and VIII of the Prior Plan as of April 1, 2000, shall continue
      to be Participants in this Plan.

    1.11           "Plan"
      means this Great Plains Energy Incorporated Nonqualified Deferred Compensation
      Plan (As Amended and Restated for I.R.C. § 409A).

    


    ARTICLE
      II

    DEFERRED
      COMPENSATION

    2.1           Prior
      to the beginning of any calendar year, a Participant may elect to defer the
      receipt of:

    (a)           a
      specified dollar amount or percentage of his or her anticipated Base Salary
      (or
      director's fees) as in effect on January 1 of the year in which such salary
      or
      fees are to be deferred; and/or

    (b)           a
      specified dollar amount or percentage of any anticipated Incentive Awards to
      be
      paid to the Participant for performance in the following calendar
      year.

    If
      the
      Participant desires to make such an election, the election shall be in writing
      on a form provided by the Company, and shall indicate an election to defer
      a
      fixed percentage of up to 50 percent of Base Salary, and/or 100 percent of
      director's fees or any Incentive Awards.  Alternatively, the
      Participant may elect to defer a fixed dollar amount of Base Salary and/or
      any
      Incentive Awards in increments of one thousand dollars, with a minimum deferral
      of $2,000 and a maximum deferral of an amount equal to 50 percent of Base Salary
      and 100 percent of director's fees or any Incentive Awards.  Base
      Salary may be deferred in a given year only if the Participant participates
      in
      the Company's
      Employee Savings Plus Plan to the maximum extent allowed for that
      year.  An individual who first becomes a Participant during a year may
      make a deferral election for the balance of the

     

    2


    
      

    


    year
      in
      which he or she becomes a Participant, provided the election is made on or
      before the 30th
      day after the day on which he or she becomes a Participant.

    An
      election to defer compensation under this Article II shall apply only to
      compensation earned subsequent to the date the election is made.  An
      election to defer compensation shall be effective only for the year, or portion
      of the year, for which the election was made, and may not be terminated or
      changed during such year or portion of such year.  If the Participant
      desires to continue the same election from year to year, he or she must
      nevertheless make an affirmative election each year to defer
      compensation.  No compensation may be withheld from a Participant's
      Base Salary or Incentive Awards under the Plan after December 31,
      2004.

    2.2           A
      separate account shall be established for each Participant who defers
      compensation under this Article II.  Such account shall be credited
      with that portion of the Participant's
      compensation being deferred.

    Deferred
      Base Salary shall be credited to the Participant's
      account each month at the time nondeferred Base Salary is paid to the
      Participant.  A deferred Incentive Award shall be credited to the
      Participant's
      account annually at the time the award is payable.  Neither the
      Participant nor his or her designated beneficiary or beneficiaries shall have
      any property interest whatsoever in any specific assets as a result of this
      Plan.

    2.3           The
      Committee shall establish a means by which gains or losses on a Participant's
      account (hereinafter, "Earnings") are credited to each Participant's
      account.  The method and manner of establishing such Earnings may be
      set forth in a separate trust which the Company may establish with respect
      to
      this Plan, and shall be reviewed from time to time by the
      Committee.  Such Earnings shall be credited or debited to a
      Participant's
      account on a monthly basis, or at such other time or times as the Committee
      may
      determine.

    Notwithstanding
      this Plan having been Frozen effective December 31, 2004, earnings continue
      to
      accrue under this Plan until amounts are distributed to a
      Participant.

     

     

    3


    
      

    


    2.4           A
      Participant's deferral election shall indicate, with respect to amounts deferred
      pursuant to the election, a deferral period in accordance with Section 2.5
      and a
      distribution alternative in accordance with Section 2.6.

    2.5           A
      Participant may elect to defer receipt of amounts deferred pursuant to a
      deferral election until one of the following:

    (a)           A
      stated date;

    (b)           A
      stated attained age; or

    (c)           A
      stated event (e.g., death) or events, or the earlier of two or more stated
      events (e.g., the earlier of death or attainment of age 65).

    In
      the
      event a Participant fails to designate a deferral period hereunder, payment
      of
      amounts deferred pursuant to the Participant's deferral election shall commence
      within 90 days after the Participant's termination of employment.

    Earnings
      shall continue to be credited to the balance of a Participant's
      account during the payout period elected pursuant to this Article
      II.  The Earnings attributable to compensation deferred pursuant to a
      particular deferral election shall be payable according to the same terms,
      conditions, limitations, and restrictions applicable to the compensation
      deferred pursuant to the deferral election.  Any remaining payments
      shall be re-computed annually to reflect the additional Earnings.

    2.6           A
      Participant's
      deferral election shall indicate the manner in which the amounts deferred
      pursuant to the election are to be paid.  The Participant may choose
      to have such amounts paid:

    (a)           in
      a single lump-sum payment; or

    (b)           in
      substantially equal monthly installments (of principal plus Earnings) over
      a
      period of 60 months certain, 120 months certain, or 180 months
      certain.

    If
      a
      Participant fails to make an election concerning the form of payment, payment
      shall be made in a single lump sum.

    Any
      amounts paid to the Participant shall be subject to income tax withholding
      or
      other deductions as may from time to time be required by federal, state, or
      local law.

     

     

    4


    
      

    


    Payments
      under this Article on account of deferral shall be paid in full if the lump-sum
      option is chosen, or shall begin to be paid in monthly installments if a monthly
      payment option is chosen, within 30 days of the date elected by the Participant,
      or as soon thereafter as practicable.

    Following
      the close of each year, or as soon thereafter as practicable, the Participant
      or
      the Participant's
      designated beneficiary or beneficiaries shall receive a statement of the
      Participant's
      deferred compensation account as of the end of such year.

    2.7           At
      the time a Participant elects to defer compensation under this Plan, the
      Participant shall have the right to designate a death beneficiary or
      beneficiaries, and to amend or revoke such designation at any
      time.  If the Participant dies before beginning to receive payment of
      amounts deferred pursuant to a given deferral election, the full amount due
      the
      Participant under said election shall be paid to the Participant's designated
      beneficiary or beneficiaries, in a single lump-sum payment, as soon as
      practicable after the Participant's
      death.

    If
      a
      Participant dies after beginning to receive payment of amounts deferred pursuant
      to a given deferral election, the balance of the amounts which would have been
      paid under the deferral election to the Participant, but for his or her death,
      shall continue to be paid to the Participant's beneficiary or beneficiaries
      at
      the same times and in the same form as the amounts would have been paid to
      the
      Participant, but for his or her death.  If a Participant is not
      survived by a designated beneficiary, the balance of the amounts due the
      Participant under the deferral election for which no surviving beneficiary
      exists shall be paid in a single lump-sum payment to the Participant's estate
      as
      soon as practicable following his or her death.  If, with respect to a
      particular deferral election, a Participant's last surviving designated
      beneficiary dies after the Participant, but before the balance of the amounts
      due the beneficiary under the deferral election have been paid, the balance
      shall be paid in a single lump-sum payment to the estate of the last surviving
      designated beneficiary as soon as practicable after the beneficiary's
      death.

     

     

    5


    
      

    


    2.8           The
      Company shall credit to a Participant's account a matching contribution in
      an
      amount equal to 50% of the first 6% of the Base Salary deferred by the
      Participant under Section 2.1(a), but such amount shall be reduced by the
      matching contribution made for the year to the Participant's
      account in the Employee Savings Plus Plan.  In no event shall the
      total matching contributions in the Employee Savings Plus Plan and this Plan
      exceed 3% of the Participant's
      Base Salary in any given year.  Any matching contributions under this
      Plan shall be credited to the Participant's
      account on a monthly basis.  The matching contributions and earnings
      thereon shall be subject to the following vesting schedule:

    
      	
              Years
                of Service

            	
              Vested
                Percentage

            
	
              Less
                Than Two Years

            	
              0%

            
	
              Two
                Years

            	
              20%

            
	
              Three
                Years

            	
              40%

            
	
              Four
                Years

            	
              60%

            
	
              Five
                Years

            	
              80%

            
	
              Six
                Years

            	
              100%

            


    

    


    As
      of
      December 31, 2004, any matching contribution that is less than fully vested
      will
      be subject to the Amended 409A Plan.

    ARTICLE
      III

    CAPITAL
      ACCUMULATION PLAN EXCESS BENEFIT

    3.1           At
      the beginning of each calendar year or as soon thereafter as practicable, an
      amount will be credited to each Participant's CAP Excess Benefits Account under
      this Plan.  Such amount shall be equal to the Participant's total
      number of flex dollars for the year under the Flexible Benefits Program,
      minus:

    (a)           the
      maximum permissible contribution to the Capital Accumulation Plan for the year
      on behalf of the Participant; and

     

     

    6


    
      

    


    (b)           the
      number of flex dollars used by the Participant during such year to purchase
      the
      benefits available to the Participant under the Flexible Benefits
      Program.

    3.2           Benefits
      will be paid to the Participant as follows:

    (a)           When
      the Participant's employment is terminated (whether due to death, disability,
      retirement or other termination), a single lump-sum payment will be
      made.  The payment shall be equal to the amount credited to the CAP
      Excess Benefits Account, plus the additional amount credited to the CAP Excess
      Benefits Account under Section 3.2(b), below.  Payment will be made no
      later than the 60th day after
      the
      close of the calendar year in which the Participant's
      employment terminates.  If the Participant dies before payment is
      made, payment shall be made to the Participant's beneficiary as promptly as
      possible after the Participant's death.  The Participant's beneficiary
      for the purposes of this Article III shall be the Participant's beneficiary
      under the Capital Accumulation Plan.

    (b)           The
      Participant's CAP Excess Benefits Account shall be credited and debited with
      the
      same Earnings and in the same manner as provided for in Section 2.3
      herein.

    3.3           The
      CAP Excess Benefits provided in Section VIII of the Prior Plan superseded those
      provided in the Capital Accumulation Plan Excess Benefit Agreement, and any
      amounts accrued under such Agreement are now subject to the provisions
      herein.

    ARTICLE
      IV

    MISCELLANEOUS

    4.1           The
      Board of Directors may, in its sole discretion, terminate, suspend, or amend
      this Plan at any time or from time-to-time, in whole or in
      part.  However, no amendment or suspension of the Plan shall affect a
      Participant's right or the right of a beneficiary to vested benefits accrued
      up
      to the date of any amendment or termination.  In the event the Plan is
      terminated, the Committee will continue to administer the Plan until all amounts
      accrued and vested have been paid.

     

     

    7


    
      

    


    4.2           Nothing
      contained herein shall confer upon any Participant the right to be retained
      in
      the service of the Company, nor shall it interfere with the right of the Company
      to discharge or otherwise deal with Participants without regard to the existence
      of this Plan.

    4.3           Neither
      the Committee nor any member of the Board of Directors nor any officer or
      employee of the Company shall be liable to any person for any action taken
      or
      omitted in connection with the administration of the Plan unless attributable
      to
      his or her own fraud or willful misconduct; nor shall the Company be liable
      to
      any person for any such action unless attributable to fraud or willful
      misconduct on the part of a director, officer or employee of the
      Company.

    4.4           This
      Plan is unfunded, and constitutes a mere promise by the Company to make benefit
      payments in the future.  The right of any Participant, spouse, or
      beneficiary to receive a distribution under this Plan shall be an unsecured
      claim against the general assets of the Company.  The Company may
      choose to establish a separate trust (the "Trust"), and to contribute to the
      Trust from time to time assets that shall be held therein, subject to the claims
      of the Company's creditors in the event of the Company's insolvency, until
      paid
      to Plan Participants and beneficiaries in such manner and at such times as
      specified in the Plan.  It is the intention of the Company that such
      Trust, if established, shall constitute an unfunded arrangement, and shall
      not
      affect the status of the Plan as an unfunded Plan maintained for the purpose
      of
      providing deferred compensation for a select group of management or highly
      compensated employees for purposes of Title I of the Employee Retirement Income
      Security Act of 1974, as amended.  The Trustee of the Trust shall
      invest the Trust assets, unless the Committee, in its sole discretion, chooses
      either to instruct the Trustee as to the investment of Trust assets or to
      appoint one or more investment managers to do so.  The Committee may
      consult with Participants concerning the investment of Trust assets, but shall
      reserve the right to invest and reinvest such assets in the manner it deems
      best.

     

     

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    4.5           To
      the maximum extent permitted by law, no benefit under the Plan shall be
      assignable or subject in any manner to alienation, sale, transfer, claims of
      creditors, pledge, attachment, or encumbrances of any kind.

    4.6           Any
      amounts payable hereunder to any person under legal disability or who, in the
      judgment of the Committee, is unable properly to manage his or her financial
      affairs, may be paid to the legal representative of such person or may be
      applied for the benefit of such person in any manner which the Committee may
      select.

    4.7           The
      Plan shall be administered by the Committee or its designee, which may adopt
      rules and regulations to assist it in the administration of the
      Plan.

    4.8           A
      request for a Plan benefit shall be filed with the Chairperson of the Committee
      or his or her designee, on a form prescribed by the Committee.  Such a
      request, hereinafter referred to as a "claim," shall be deemed filed when the
      executed claim form is received by the Chairperson of the Committee or his
      or
      her designee.

    The
      Chairperson of the Committee or his or her designee shall decide such a claim
      within a reasonable time after it is received.  If a claim is wholly
      or partially denied, the claimant shall be furnished a written notice setting
      forth, in a manner calculated to be understood by the claimant:

    (a)           The
      specific reason or reasons for the denial;

    (b)           A
      specific reference to pertinent Plan provisions on which the denial is
      based;

    (c)           A
      description of any additional material or information necessary for the claimant
      to perfect the claim, along with an explanation of why such material or
      information is necessary; and

    (d)           Appropriate
      information as to the steps to be taken if the claimant wishes to appeal his
      or
      her claim, including the period in which the appeal must be filed and the period
      in which it will be decided.

    The
      notice shall be furnished to the claimant within 90 days after receipt of the
      claim by the Chairperson of the Committee or his or her designee, unless special
      circumstances require an extension of time for processing the
      claim.  No extension shall be for more than

     

     

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    90
      days
      after the end of the initial 90-day period.  If an extension of time
      for processing is required, written notice of the extension shall be furnished
      to the claimant before the end of the initial 90-day period.  The
      extension notice shall indicate the special circumstances requiring an extension
      of time and the date by which a final decision will be rendered.

    If
      a
      claim is denied, in whole or in part, the claimant may appeal the denial to
      the
      full Committee, upon written notice to the Chairperson thereof.  The
      claimant may review documents pertinent to the appeal and may submit issues
      and
      comments in writing to the Committee.  No appeal shall be considered
      unless it is received by the Committee within 90 days after receipt by the
      claimant of written notification of denial of the claim.  The
      Committee shall decide the appeal within 60 days after it is
      received.  However, if special circumstances require an extension of
      time for processing, a decision shall be rendered as soon as possible, but
      not
      later than 120 days after the appeal is received.  If such an
      extension of time for deciding the appeal is required, written notice of the
      extension shall be furnished to the claimant prior to the commencement of the
      extension.  The Committee's decision shall be in writing and shall
      include specific reasons for the decision, written in a manner calculated to
      be
      understood by the claimant, and specific references to the pertinent Plan
      provisions upon which the decision is based.

    4.9           Each
      Participant shall receive a copy of the Plan and, if a Trust is established
      pursuant to Section 4.4, the Trust, and the Company shall make available for
      inspection by any Participant a copy of any rules and regulations used in
      administering the Plan.

    4.10           If
      any contest or dispute shall arise as to amounts due to a Participant under
      this
      Plan, the Company shall reimburse the Participant, on a current basis, all
      legal
      fees and expenses incurred by the Participant in connection with such contest
      or
      dispute; provided, however, that in the event the resolution of any such contest
      or dispute includes a finding denying the Participant's
      claims, the Participant shall be required immediately to reimburse the Company
      for all sums advanced to the Participant hereunder.

     

     

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    4.11           This
      Plan is binding on the Company and will bind with equal force any successor
      of
      the Company, whether by way of purchase, merger, consolidation or
      otherwise.

    4.12           If
      a court of competent jurisdiction holds any provision of this Plan to be invalid
      or unenforceable, the remaining provisions of the Plan shall continue to be
      fully effective.

    4.13           To
      the extent not superseded by the laws of the United States, this Plan shall
      be
      construed according to the laws of the State of Missouri.

    


    


    
 

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