ex10-1_10.htm


    Exhibit
      10.1.10

    


    


    


     

    


     

    


     

    


     

    GREAT
      PLAINS ENERGY INCORPORATED

     

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

     

     

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

     


    
      

    


    GREAT
      PLAINS ENERGY INCORPORATED

     

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT 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 their compensation.  The Original Plan was divided into two
      separate plans effective as of April 1, 2000, the "Great Plains Energy
      Incorporated Nonqualified Deferred Compensation Plan" (the "Frozen NQDC Plan")
      and the Great Plains Energy Incorporated Supplemental Executive Retirement
      Plan
      (as amended and restated effective as of November 1, 2000, October 1, 2001
      and
      October 1, 2003 (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 non-qualified deferred compensation plans,
      Great Plains Energy Incorporated has taken two actions which affect the Frozen
      SERP.

     

    
      	
               

            	
              ·

            	
              First,
                the Frozen SERP has been frozen as of December 31, 2004 such that no
                new participants will enter such Plan and no new amounts will accrue
                under
                the Frozen SERP after December 31, 2004.  Except to the
                extent to reflect that the Frozen SERP has been frozen, no material
                modifications have been made to the Frozen SERP.  The Frozen
                SERP will continue to operate as a "frozen" plan in accordance with
                its
                terms and with respect to all accrued amounts as of December 31,
                2004.  A copy of the Frozen SERP is attached as Appendix C to
                this Plan.

            


    

     

    
      	
               

            	
              ·

            	
              Second,
                this plan, the "Great Plains Energy Incorporated Supplemental Executive
                Retirement Plan (as Amended and Restated for I.R.C. § 409A)" (the
                "Plan") is adopted effective generally as of January 1,
                2005.  This Plan governs the payment of benefits accrued after
                December 31, 2004 and, except as specifically provided otherwise, is
                effective generally January 1, 2005.  Certain operations of
                the Plan between December 31, 2004 and December 31, 2007,
                including those operations in 2005 memorialized in Appendix B, were
                completed in accordance with IRS Notice 2005-1 and in "good faith"
                compliance with the proposed Treasury Regulations issued under Code
                Section 409A.  In addition, this Plan provides for different
                benefit formulas for employees (1) hired by Great Plains Energy
                Incorporated (or one of its affiliates) before September 1, 2007, to
                reflect the choice employees were allowed to make between maintaining
                their existing benefit structure or receiving a slightly lower pension
                benefit but eligible to receive a larger employer contribution under
                the
                Great Plains Energy 401(k) Plan and (2) employees hired by Great
                Plains
                Energy Incorporated (or one of its affiliates) on or after September
                1,
                2007.

            


    

     

    There
      is
      to be no duplication of benefits under the Frozen SERP and this
      Plan.

     


    
      

    


    TABLE
      OF CONTENTS

     

    
      	
              ARTICLE
                I

            	
              DEFINITIONS

            	
              1

            
	
              ARTICLE
                II

            	
              ELIGIBILITY
                FOR BENEFITS

            	
              5

            
	
              ARTICLE
                III

            	
              AMOUNT
                AND FORM OF RETIREMENT BENEFITS

            	
              5

            
	
              ARTICLE
                IV

            	
              PAYMENT
                OF RETIREMENT BENEFITS

            	
              16

            
	
              ARTICLE
                V

            	
              DEATH
                BENEFITS

            	
              18

            
	
              ARTICLE
                VI

            	
              MISCELLANEOUS

            	
              19

            


    

    


     

    
      	
              APPENDIX
                A

            	
              ADDENDUM
                TO SECTION 3.6(c)

            


    

     

    
      	
              APPENDIX
                B

            	
              DISTRIBUTIONS
                FOR PARTICIPANTS TERMINATED DURING
                2005

            


    

     

    
      	
              APPENDIX
                C

            	
              GREAT
                PLAINS ENERGY INCORPORATED FROZEN SUPPLEMENTAL EXECUTIVE RETIREMENT
                PLAN

            


    

     

    


     


    
      

    


    


     

    ARTICLE
      I

     

    DEFINITIONS

     

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

    "Active
      Participant"
      means, with respect to a Plan Year, any employee of the Company (i) who is
      an
      officer of the Company, or (ii) who is an assistant officer of the Company
      and
      designated by the Board to be an Active Participant.

    "Basic
      Plan" means the
      Great Plains Energy Incorporated Management Pension Plan, as
      amended.  Except as otherwise provided in this Plan, the following
      terms will have the same meaning as in the Basic Plan:

    
      	
               

            	
              ·

            	
              Actuarial
                Equivalent

            


    

    
      	
               

            	
              ·

            	
              Base
                Compensation

            


    

    
      	
               

            	
              ·

            	
              Early
                Retirement Date

            


    

    
      	
               

            	
              ·

            	
              Normal
                Retirement Date

            


    

    
      	
               

            	
              ·

            	
              Plan
                Year

            


    

    
      	
               

            	
              ·

            	
              Single
                Life Pension

            


    

    
      	
               

            	
              ·

            	
              Years
                of Credited Service

            


    

    "Board"
      means the
      Board of Directors of Great Plains Energy Incorporated.

    "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 or its successor and any wholly-owned subsidiary
      that
      has adopted, and whose employees participate in, the Basic Plan; provided,
      however, that for purposes of Section 6.4, "Company" shall mean 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 Basic Plan.

    “Frozen
      SERP” means
      the Great Plains Energy Incorporated Frozen Supplemental Executive Retirement
      Plan attached hereto as Appendix C.

    "Original
      Plan" means the Kansas City Power & Light Supplemental Executive
      Retirement and Deferred Compensation Plan effective November 2,
      1993.

    "Participant"
      means an
      individual who is or has been an Active Participant and who has not received
      his
      entire benefit under this Plan.  A Participant can be a Converted
      Participant, a Post-2007 Participant or a Stationary
      Participant.  Individuals who were continuing to accrue a benefit
      under the Frozen SERP as of December 31, 2004 are also Participants in this
      Plan.

    "Plan"
      means this
      Great Plains Energy Incorporated Supplemental Executive Retirement 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

     

     

    2

    
      

    


    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 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" for purposes
      of
      identifying each Specified Employee 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 current level of
      benefits under the Basic Plan.

    "Surviving
      Spouse" means a Participant's surviving spouse who is eligible to
      receive a surviving spouse's benefit under the Basic Plan.

    "Years
      of Benefit Service" means, except as otherwise provided in Sections 3.3
      and 3.6, the sum of:

    (i)           the
      Years of Credited Service (including fractions thereof) an Active Participant
      is
      credited with under the Basic Plan except that any Years of Credited Service
      incurred after a Participant ceases to be an Active Participant due to the
      Participant having ceased to remain an Officer or Assistant Officer of
      the

     

     

    3

    
      

    


    Company
      will not be counted under this Plan unless such Participant again becomes an
      Active Participant; and

    (ii)           where
      a Participant receives benefits under the Company's Long-Term Disability Plan
      for a period of time but returns as an Active Participant before his Normal
      Retirement Date, the Years of Credited Service the Participant would have
      incurred under the Basic Plan had he been an Active Participant and been working
      on a full-time basis during such period of disability.

    For
      example and for illustration purposes only, assume (1) an individual has been
      employed by the Company for fifteen years and, in the sixteenth year of the
      individual's employment, the individual becomes an officer of the Company,
      (2)
      the individual works for an additional five years as an officer of the Company,
      and (3) the individual ceases to be an officer (or an assistant officer) of
      the
      Company and works for an additional five years.  For purposes of this
      Plan, the individual will have 20 Years of Benefit Service.

    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; (c) the word "including"
      and
      words of similar import when used in this Plan mean "including, without
      limitation," unless otherwise specified; and (d) 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.

     

     

    4

    
      

    


    


     

    ARTICLE
      II

     

    ELIGIBILITY
      FOR BENEFITS

     

    2.1          Except
      as provided in Section 2.2, each Participant will receive a supplemental
      retirement benefit in accordance with the terms of this Plan.

    2.2          Notwithstanding
      any provision of this Plan to the contrary,

    (a)           this
      Plan will not affect the rights and benefits of any person who was not an
      employee of the Company on or after April 1, 2000, as such person's rights
      and benefits, if any, or the rights and benefits of such
      person's  spouse or beneficiaries will be governed by the Original
      Plan; and

    (b)           this
      Plan will not affect the rights and benefits of any person who was an employee
      on or after April 1, 2000 but not an employee after December 31, 2004, as
      such person's rights and benefits, if any, or the rights and benefits of such
      person's spouse or beneficiaries will be governed by the Frozen
      SERP.

     

    ARTICLE
      III

     

    AMOUNT
      AND FORM OF RETIREMENT BENEFITS

     

    3.1          Normal
      Retirement.  A Participant's monthly supplemental retirement
      benefit payable under the Plan as a Single Life Pension at the Participant's
      Normal Retirement Date will depend on whether the Participant is a "Stationary
      Participant," a "Converted Participant" or a "Post-2007
      Participant."

    3.1.1                      Normal
      Retirement – Stationary Participant.  A Stationary Participant's
      monthly supplemental retirement benefit payable under the Plan as a Single
      Life
      Pension at the Stationary Participant's Normal Retirement Date will be equal
      to
      (1) the sum of two

     

     

    5

    
      

    


    portions,
      the first of which is described in Paragraph (a) and the second of which is
      described in Paragraph (b) of this Section 3.1.1 reduced by (2) the amount
      determined in Paragraph (c) of this Section 3.1.1.

    (a)           The
      first of those portions will make up for the difference between an accrual
      rate
      of 2% and an accrual rate of 1 2/3% under the Basic Plan for each of the
      Stationary Participant's Years of Benefit Service.

    (b)           The
      second portion will make up for the benefit otherwise lost to the Stationary
      Participant under the Basic Plan due to:

    (i)           compensation
      deferred under the Great Plains Energy Incorporated Nonqualified Deferred
      Compensation Plan (as Amended and Restated for I.R.C. § 409A), the Frozen
      NQDC Plan, or under Section VI of the Original Plan,

    (ii)           any
      amounts disregarded under the Basic Plan pursuant to the provisions of Code
      Sections 401(a)(17), 415, or similar provisions restricting the amount of
      compensation or benefits that may be considered under plans qualified pursuant
      to Code Section 401(a), and

    (iii)           any
      forfeiture of benefits under the Basic Plan due to lack of vesting, but only
      in
      the event that the forfeiture of benefit under the Basic Plan due to the lack
      of
      vesting is not otherwise paid to the Stationary Participant under Subparagraph
      (a)(iii) of Section 3 of the Change in Control Severance Agreement (or any
      equivalent provision in a successor document) entered into by the Company and
      the Stationary Participant.

    (c)           The
      sum of the amount determined in (a) and (b) will be reduced by the amount of
      the
      Stationary Participant's monthly supplemental retirement benefit he or
      she

     

     

    6

    
      

    


    is
      entitled to receive under the Frozen SERP, payable under the Frozen SERP as
      a
      Single Life Pension at the Participant's Normal Retirement Date.  If a
      Stationary Participant was a former employee of the Company (and an Active
      Participant in the Plan) and then rehired by the Company, the sum of the amount
      determined in (a) and (b) will be further reduced by any amounts the Stationary
      Participant received under this Plan in connection with such Participant's
      earlier Separation from Service.

    3.1.2                      Normal
      Retirement – Converted Participant.  A Converted Participant's
      monthly supplemental retirement benefit payable under the Plan as a Single
      Life
      Pension at the Converted Participant's Normal Retirement Date will be equal
      to
      (1) the sum of two portions, the first of which is described in Paragraph (a)
      and which further consists of a "Pre-2008 Benefit" and a "Post-2008 Benefit"
      and
      the second of which is described in Paragraph (b) of this Section 3.1.2, reduced
      by (2) the amount determined in Paragraph (c) of this Section
      3.1.2.

    (a)           The
      first of those portions will make up for the difference between the accrual
      rates under this Plan (both before and after the Converted Participant elected
      to change future benefit accruals under the Basic Plan) and the accrual rate
      under the Basic Plan for each of the Converted Participant's Years of Benefit
      Service.  For all of a Converted Participant's Years of Benefit
      Service accrued as of December 31, 2007, this Section 3.1.2(a) will make up
      for the difference between an accrual rate of 2% and an accrual rate of 1-2/3%
      under the Basic Plan (the "Pre-2008 Benefit").  For all of a Converted
      Participant's Years of Benefit Service after December 31, 2007, this
      Section 3.1.2(a) will make up for the difference between an accrual rate of
      1.58% and an accrual rate of 1.25% under the Basic Plan (the "Post-2008
      Benefit").

     

     

    7

    
      

    


    


    (b)           The
      second portion will make up for the benefit otherwise lost to the Converted
      Participant under the Basic Plan due to:

    (i)           compensation
      deferred under the Great Plains Energy Incorporated Nonqualified Deferred
      Compensation Plan (as Amended and Restated for I.R.C. § 409A), the Frozen
      NQDC Plan, or under Section VI of the Original Plan,

    (ii)           any
      amounts disregarded under the Basic Plan pursuant to the provisions of Code
      Sections 401(a)(17), 415, or similar provisions restricting the amount of
      compensation or benefits that may be considered under plans qualified pursuant
      to Code Section 401(a), and

    (iii)           any
      forfeiture of benefits under the Basic Plan due to lack of vesting, but only
      in
      the event that the forfeiture of benefit under the Basic Plan due to the lack
      of
      vesting is not otherwise paid to the Converted Participant under Subparagraph
      (a)(iii) of Section 3 of the Change in Control Severance Agreement (or any
      equivalent provision in a successor document) entered into by the Company and
      the Converted Participant.

    (c)           The
      sum of the amount determined in (a) and (b) will be reduced by the amount of
      the
      Converted Participant's monthly supplemental retirement benefit he or she is
      entitled to receive under the Frozen SERP, as if it were paid under the Frozen
      SERP as a Single Life Pension at the Converted Participant's Normal Retirement
      Date.  If a Converted Participant was a former employee of the Company
      (and an Active Participant in the Plan) and then rehired by the Company, the
      sum
      of the amount determined in (a) and (b) will be further reduced by any amounts
      the Converted Participant received under this Plan in connection with such
      Participant's earlier Separation from Service.

     

     

    8

    
      

    


    


    3.1.3                      Normal
      Retirement – Post-2007 Participant.  A Post-2007 Participant's
      monthly supplemental retirement benefit payable under the Plan as a Single
      Life
      Pension at the Post-2007 Participant's Normal Retirement Date will be equal
      to
      (1) the sum of two portions, the first of which is described in Paragraph (a)
      of
      this Section 3.1.3 and the second of which is described in Paragraph (b) of
      this
      Section 3.1.3, reduced by (2) any amount described in Paragraph (c) of this
      Section 3.1.3.

    (a)           The
      first of those portions will make up for the difference between an accrual
      rate
      of 1.58% and an accrual rate of 1.25% under the Basic Plan for each of the
      Participant's Years of Benefit Service.

    (b)           The
      second portion will make up for the benefit otherwise lost to the Post-2007
      Participant under the Basic Plan due to:

    (i)           compensation
      deferred under the Great Plains Energy Incorporated Nonqualified Deferred
      Compensation Plan (as Amended and Restated for I.R.C. § 409A),

    (ii)           any
      amounts disregarded under the Basic Plan pursuant to the provisions of Code
      Sections 401(a)(17), 415, or similar provisions restricting the amount of
      compensation or benefits that may be considered under plans qualified pursuant
      to Code Section 401(a), and

    (iii)           any
      forfeiture of benefits under the Basic Plan due to lack of vesting, but only
      in
      the event that the forfeiture of benefit under the Basic Plan due to the lack
      of
      vesting is not otherwise paid to the Post-2007 Participant under Subparagraph
      (a)(iii) of Section 3 of the Change in Control Severance Agreement

     

     

    9

    
      

    


    (or
      any
      equivalent provision in a successor document) entered into by the Company and
      the Post-2007 Participant.

    (c)           If
      a Post-2007 Participant was a former employee of the Company (and an Active
      Participant in the Plan) and then rehired by the Company, the sum of the amount
      determined in (a) and (b) will be further reduced by any amounts the Post-2007
      Participant received under this Plan in connection with such Participant's
      earlier Separation from Service.

    3.2          Benefits
      Payable Prior to Normal Retirement Date.

    3.2.1                      Stationary
      Participant.  In the event a Stationary Participant terminates
      employment with the Company before reaching his Normal Retirement Date, the
      monthly supplemental retirement benefit payable under the Plan will be
      determined by computing the monthly retirement benefit necessary to make up
      for
      the difference in accrual rates described in Paragraph 3.1.1(a), for the benefit
      otherwise lost to the Stationary Participant due to the factors described in
      Paragraph 3.1.1(b), and, for the difference between computations of monthly
      salary using computation periods of more than 36 consecutive months rather
      than
      of 36 consecutive months, reduced to reflect the Frozen SERP benefit described
      in Paragraph 3.1.1(c), and then, if the Stationary Participant is receiving
      his
      supplemental retirement benefit prior to age 62, further reduced to reflect
      the
      early payment of the benefit and the Participant's younger age in the same
      circumstances and to the same extent as the Single Life Pension under the Basic
      Plan is reduced to reflect these factors.  The result of the above
      calculation is that subparagraph (a) or (b), below, whichever is applicable,
      will apply:

     

     

    10

    
      

    


    (a)           There
      will be no early retirement reduction factor applied to the retirement benefit
      of a Stationary Participant who has satisfied all of the requirements set forth
      in the Basic Plan for the Rule of 85 early retirement benefit.

    (b)           The
      Basic Plan's early retirement reduction factor of .25% per month will apply
      to
      the retirement benefit of a Stationary Participant who does not satisfy all
      of
      the requirements set forth in the Basic Plan for the Rule of 85 early
      retirement benefit, and whose employment with the Company terminates before
      his
      62nd
      birthday.

    3.2.2                      Converted
      Participant.  In the event a Converted Participant terminates
      employment with the Company before reaching his Normal Retirement Date, the
      monthly supplemental retirement benefit payable under the Plan will be
      determined by computing the monthly retirement benefit necessary to make up
      for
      the difference in accrual rates described in Paragraph 3.1.2(a), for the benefit
      otherwise lost to the Participant due to the factors described in Paragraph
      3.1.2(b), and for the difference between computations of monthly salary using
      computation periods of more than 36 consecutive months rather than of 36
      consecutive months, reduced to reflect the Frozen SERP benefit described in
      Paragraph 3.1.2(c), and then, if the Converted Participant is receiving his
      supplemental retirement benefit prior to age 62, further reduced to reflect
      the
      early payment of the benefit and the Converted Participant's younger age in
      the
      same circumstances and to the same extent as the Single Life Pension under
      the
      Basic Plan is reduced to reflect these factors.  The result of the
      above calculation is that subparagraph (a)(i) or (ii) below, whichever is
      applicable, will apply to the Converted Participant's Pre-2008 Benefit and
      that
      subparagraph (b)(i) or (ii) below, whichever is applicable, will apply to the
      Converted Participant's Post-2008 Benefit:

     

     

    11

    
      

    


    (a)           The
      Converted Participant's Pre-2008 Benefit will be subject to (i) or (ii)
      below:

    (i)           There
      will be no early retirement reduction factor applied to a Converted
      Participant's Pre-2008 Benefit who has satisfied all of the requirements set
      forth in the Basic Plan for the Rule of 85 early retirement
      benefit.

    (ii)           The
      Basic Plan's early retirement reduction factor of .25% per month will apply
      to a
      Converted Participant's Pre-2008 Benefit who does not satisfy all of the
      requirements set forth in the Basic Plan for the Rule of 85 early retirement
      benefit, and whose employment with the Company terminates before his 62nd
      birthday.

    (b)           The
      Converted Participant's Post-2008 Benefit will be subject to (i) or (ii)
      below:

    (i)           For
      a Converted Participant whose benefit commences before age 62, the Post-2008
      Benefit will be reduced by .41666% per month for each month before the
      Participant's 62nd birthday
      the
      benefit commences.

    (ii)           For
      a Participant whose benefit commences on or after age 62, there will be no
      early
      retirement reduction factor.

    3.2.3                      Post-2007
      Participant.  In the event a Post-2007 Participant terminates
      employment with the Company before reaching his Normal Retirement Date, the
      monthly supplemental retirement benefit payable under the Plan will be
      determined by computing the monthly retirement benefit necessary to make up
      for
      the difference in accrual rates described in Paragraph 3.1.3(a), for the benefit
      otherwise lost to the Post-2007 Participant due to the factors described in
      Paragraph 3.1.3(b), and for the difference between

     

     

    12

    
      

    


    computations
      of monthly salary using computation periods of more than 36 consecutive months
      rather than of 36 consecutive months, and, if the Post-2007 Participant's
      benefit commences before the Participant's 62nd birthday,
      reduced
      by .41666% per month for each month before the Participant's 62nd birthday
      the
      benefit commences.

    3.3          Disability
      Retirement.  A Participant who Separates from Service due to a
      total disability for which the Participant is eligible to receive benefits
      under
      the Company's Long-Term Disability Plan and who is not otherwise eligible for
      benefits under this Plan on account of returning to status as an Active
      Participant will be eligible for a supplemental retirement
      benefit.  The supplemental retirement benefit will commence on the
      Participant's Normal Retirement Date and the amount of benefit will be
      determined either in accordance with Section 3.1.1, 3.1.2 or 3.1.3 (as the
      case
      may be depending on whether the Participant was a Stationary Participant, a
      Converted Participant or Post-2007 Participant, respectively, at the time of
      the
      Participant's Separation from Service on account of Disability) except that
      his
      or her Years of Benefit Service will include the period from the date of
      Disability to the Participant's Normal Retirement Date.  With respect
      to a Stationary Participant, in no event will Years of Credited Service or
      Years
      of Benefit Service in excess of 30 be considered.

    3.4          Form
      of Payment.  The Participant may elect the form in which benefits
      under the Plan are to be paid from the forms set forth in this Section, the
      value of each of which will be the Actuarial Equivalent of the value of each
      of
      the others.  Except as provided in Section 4.1, payment will be made,
      in the case of a lump sum payment, or will begin, in the case of a pension,
      in
      accordance with the Participant's election made as provided in Section
      3.5.

    (a)           Lump
      Sum Payment.  This  form provides the Participant with a
      one-time, single sum payment of the Participant's entire benefit under the
      Plan.

     

     

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    (b)           Installment
      Annuity Payments.  This form provides the Participant with a
      series of installment payments over the life of the Participant or, if elected
      by a Participant, the joint lives of the Participant and his
      spouse.  To the full extent that each of the below forms of annuity
      payments constitutes a "life annuity" as defined in Treasury Regulations §
1.409A-2(b)(2)(ii), a participant's change in designated beneficiary or a change
      in the form of payment from one type of life annuity to another will not be
      considered a change in the time and form of payment provided that any such
      change is made before any annuity payment has commenced and provided further
      that the annuities are actuarially equivalent applying reasonable actuarial
      methods and assumptions.  The forms of annuity payments are as
      follows:

    (i)           Single
      Life Pension.  A Single Life Pension pays the Participant a
      monthly pension only for as long as the Participant lives.

    (ii)           Single
      Life Pension with 60 Months Guaranteed.  A Single Life Pension
      with 60 Months Guaranteed pays a monthly benefit for as long as the
      Participant lives.  If the Participant dies before receiving
      60 monthly payments, the Participant's beneficiary receives them for the
      remainder of the 60 months that were guaranteed.

    (iii)           Single
      Life Pension with 120 Months Guaranteed.  A Single Life Pension
      with 120 Months Guaranteed pays the Participant a monthly benefit for as long
      as
      the Participant lives.  If the Participant dies before receiving 120
      monthly payments, the Participant's beneficiary receives them for the remainder
      of the 120 months that were guaranteed.

     

     

    14

    
      

    


    (c)           100%,
      75%, 50% and 25% Joint Pensions.  A 100%, 75%, 50% or 25% Joint
      Pension pays the Participant a monthly benefit for as long as the Participant
      lives.  If the Participant's spouse is living when the Participant
      dies, he or she receives a monthly pension equal to 100%, 75%, 50% or 25%,
      respectively, of the monthly pension the Participant received, for as long
      as he
      or she lives.  If the Participant is not married as of the date the
      Participant's pension commences, it will be paid to the Participant as a Single
      Life Pension.  The term "spouse," as used in this form, means the
      person to whom the Participant is married on the date the Participant's pension
      commences.

    3.5          Election
      of Form and Timing.

    (a)           Existing
      Election.  Unless otherwise amended under Section 3.5(c) below, an
      Active Participant's existing election on January 1, 2005 relating to both
      timing and form of payment will continue to apply under this Plan.

    (b)           Initial
      Election.  A new Active Participant in the Plan must, within 30
      days of the date he or she becomes a Participant, elect the form his benefit
      under the Plan will be paid, and whether, subject to Sections 4.2, payment
      is to
      be made on the Participant's Normal Retirement Date, upon the Participant's
      Separation from Service, on a specified anniversary of the Participant's
      Separation from Service or a specific age.

    (c)           Section
      409A Transition Election.  During 2008, all Active Participants
      will be provided the opportunity to amend their existing election as to both
      when benefits under the Plan will be made or commence and the form that payments
      under the Plan will be made.  In no event may an election in 2008 be
      effective to the extent such election (i) postpones the payment(s) of benefits
      that otherwise could have commenced in 2008, (ii)

     

     

    15

    
      

    


    accelerates
      into 2008 the payment(s) of benefits that otherwise would have been paid in
      2009
      or beyond.

    (d)           Elections
      for Converted Participants.  A Converted Participant's election
      applies for both the Pre-2008  Benefit and any Post 2008
      Benefit.

    3.6          Chief
      Executive Officer Benefits.  Notwithstanding any provision of this
      Plan to the contrary, those individuals listed on Appendix A to this Plan will
      be credited with 2 Years of Benefit Service for each Year of Credited Service
      (including fractions thereof) during which that person is an Active
      Participant.  However, to the extent an individual listed on Appendix
      A is a Stationary Participant, in no event will the number of Years of Benefit
      Service taken into account under this Plan exceed 30.

     

    ARTICLE
      IV

     

    PAYMENT
      OF RETIREMENT BENEFITS

     

    4.1          Form
      of Payment.

    (a)           Notwithstanding
      anything else in the Plan to the contrary, including a Participant's benefit
      election, if a Participant Separates from Service before the Participant attains
      age 50, the Participant's supplemental retirement benefit payable in accordance
      with Article III will be made in a lump sum payment.

    (b)           For
      Participants who Separate from Service after age 50, the supplemental retirement
      benefits payable in accordance with Article III will commence in the form
      elected by the Participant in his election form as provided in Section
      3.5.  In the event no valid election has been made, a Participant's
      supplemental retirement benefits will be paid in the form of a Single Life
      Pension commencing  as soon as reasonably practicable following the
      Participant's Separation from Service.

     

     16
      
        

      

    

    4.2          Timing
      of Payment of Retirement Benefits.

    (a)           Retirement
      Benefits.  Notwithstanding anything else in the Plan to the
      contrary except if the Participant is a Specified Employee (in which case the
      payment will be delayed as provided below in Section 4.2(c)), including a
      Participant's benefit election, if a Participant Separates from Service before
      the Participant attains age 50, the Participant's lump sum supplemental
      retirement benefit payable in accordance with Article III will be made as soon
      as administratively practicable following the Participant's Separation from
      Service but in no event later than 2 1⁄2 months following the end of the year the
      Participant Separates from Service.  All other Participant's benefits
      under this Plan will commence at the time specified on the Participant's
      election.  In the event no election has been timely made, a
      Participant's retirement benefits will commence as soon as reasonably
      practicable following his Separation from Service.

    (b)           Disability
      Benefits.  All benefits that a Participant is entitled to receive
      under this Plan due to the Participant having Separated from Service on account
      of a total disability will commence on the Participant's Normal Retirement
      Date
      and will be paid in the form elected by the Participant.

    (c)           Delay
      for Specified Employees.  Notwithstanding any other provision of
      the Plan to the contrary, with respect to any payment to be made to a
      Participant who is a Specified Employee on account of the Specified Employee's
      Separation from Service (other than on account of the Participant's death),
      that
      payment must not be made (in the case of a lump sum payment) or must not
      commence (in the case of a series of installment payments) until the first
      business day of the 7th month following
      the month in which the Specified Employee Separates from Service.

     

     

    17

    
      

    


    (d)           Surviving
      Spouse Benefit.  If a Participant dies before supplemental
      retirement benefit payments commence under the Plan, the surviving spouse's
      benefit provided under Section 5.1 shall be paid as soon as administratively
      practicable following the Participant's death.

     

    ARTICLE
      V

     

    DEATH
      BENEFITS

     

    5.1          Payment
      to Surviving Spouse.  If a Participant dies before supplemental
      retirement benefit payments commence under this Plan, the Participant's
      Surviving Spouse will receive a lump-sum payment equal to the Actuarial
      Equivalent of the pre-retirement survivor annuity payable under the
      Plan.  For purposes of calculating the lump-sum value, the amount of
      the pre-retirement survivor annuity payable under this Plan will be equal to
      the
      amount of the qualified pre-retirement survivor annuity determined under the
      Basic Plan, but calculated by substituting the amount of the Participant's
      supplemental retirement benefit determined under Article III (based on whether
      the Participant was a Stationary Participant, Converted Participant or a
      Post-2007 Participant) for the amount of the Participant's benefit under the
      Basic Plan.

    5.2          Form
      and Timing of Payment to Surviving Spouse.  A Surviving Spouse's
      benefit under Section 5.1 will be payable in a lump sum.

    5.3          Frozen
      Plan Offset.  For the avoidance of doubt, any death benefit the
      Participant's Surviving Spouse is eligible to receive under this Article V
      will be reduced by the death benefit, if any, the Participant's Surviving Spouse
      is eligible to receive under the Frozen SERP.

     

     

    18

    
      

    


    ARTICLE
      VI

    MISCELLANEOUS

    6.1          Plan
      Amendment and Termination  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 may affect a Participant's right or the right of a
      Surviving Spouse to benefits accrued up to the date of any amendment or
      termination, payable at least as quickly as is consistent with the Participant's
      election made as provided in Section 3.5, nor will any amendment that
      inadvertently results in any Participant becoming liable for any excise tax
      imposed under Code Section 409A be effective.  In the event the Plan
      is terminated, the Committee will continue to administer the Plan until all
      amounts accrued have been paid.  In no event may the termination of
      the Plan result in the distributions of benefits under the Plan unless the
      distribution on account of Plan termination would otherwise be permissible
      under
      Code Section 409A.

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

    6.3          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 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.

     

     

    19

    
      

    


    6.4          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 or Surviving Spouse 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 that will 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 Surviving Spouses in such manner
      and at such times as specified in the Plan.  It is the intention of
      the Company that such Trust, if established, will constitute an unfunded
      arrangement, and will not affect the status of the Plan as an unfunded Plan
      for
      purposes of Title I of the Employee Retirement Income Security Act of 1974,
      as
      amended.  The Trustee of the Trust may 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.

    6.5          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.

    6.6          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 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

     

     

    20

    
      

    


    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.

    6.7          Participant's
      Incapacity.  Any amounts payable hereunder to any person under
      legal disability or who, in the judgment of the Committee, is unable properly
      to
      manage his 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.

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

    6.9          Claims
      Procedures.  A request for a Plan benefit may be filed with the
      Chairperson of the Committee or his 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 designee.

    The
      Chairperson of the Committee or his designee will 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;

    (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

     

     

    21

    
      

    


    (d)           Appropriate
      information as to the steps to be taken if the claimant wishes to appeal his
      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 designee, unless special
      circumstances require an extension of time for processing the
      claim.  No extension may 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 will 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 will be furnished to the claimant prior to the commencement of the
      extension.  The Committee's decision will be in writing and will
      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.

     

     

    22

    
      

    


    6.10           Deliverables.  Each
      Participant will receive a copy of the Plan and, if a Trust is established
      pursuant to Section 6.4, 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.

    6.11           Disputes.  If
      any contest or dispute arises as to amounts due to a Participant under this
      Plan, the Company will 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
      will be required immediately to reimburse the Company for all sums advanced
      to
      the Participant hereunder.

    6.12           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.

    6.13           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.

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

    


    


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      remainder of this page has intentionally been left blank.]

     

     

     

     

    23

    
      

    


    


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

    
      	 	
              GREAT
                PLAINS ENERGY INCORPORATED

               

               

              By:          /s/
                Michael J. Chesser

               

              Title:
                Chairman of the Board and Chief
                Executive Officer

            


    

    


    



    
      

    


    APPENDIX
      A

    ADDENDUM
      TO SECTION 3.6(c)

    As
      referenced and subject to the terms of Section 3.6(c) of the Plan, the following
      individuals will be credited with 2 Years of Benefit Service for each Year
      of
      Credited Service (including fractions thereof) during which the person is an
      Active Participant:

    


    
      	
               

            	
              (1)

            	
              Michael
                J. Chesser

            


    

    
      	
               

            	
              (2)

            	
              John
                Marshall

            


    

     

     

     

    
      

    


    APPENDIX
      B


    DISTRIBUTIONS
      FOR PARTICIPANTS TERMINATING IN 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
      C


    


    


    GREAT
      PLAINS ENERGY INCORPORATED

    


    FROZEN
      SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    


    


    


    


    Amended
      and Restated November 1, 2000 and Frozen effective December 31,
      2004.

    


    


     

     

     

     

     

    2

    
      

    

    Appendix
      C

     

    
 

    TABLE
      OF CONTENTS

    


    
      	
               

            	
              ARTICLEPAGE

            


    

    


    
      	
              I

            	
              DEFINTIONS

            	
              1

            
	
              II

            	
              ELIGIBILITY
                FOR BENEFITS

            	
              2

            
	
              III

            	
              AMOUNT
                AND FORM OF RETIREMENT BENEFITS

            	
              3

            
	
              IV

            	
              PAYMENT
                OF RETIREMENT BENEFITS

            	
              7

            
	
              V

            	
              DEATH
                BENEFITS

            	
              8

            
	
              VI

            	
              MISCELLANEOUS

            	
              8

            


    

    


    
 

     

     

    -i-

    
      

    

    Appendix
      C

     

     

    


    GREAT
      PLAINS ENERGY INCORPORATED

    


    FROZEN
      SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    


    


    PREAMBLE

    


    The
      principal objective of this Frozen Supplemental Executive Retirement Plan is
      to
      ensure the payment of a competitive level of retirement income in order to
      attract, retain, and motivate selected executives, and to restore benefits
      accrued before December 31, 2004 which cannot be paid under the
      Company's
      Qualified Pension Plan due to restrictions on benefits, contributions,
      compensation, or the like imposed under that plan.  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 supplemental executive
      retirement component of the Company's
      former Supplemental Executive Retirement and Deferred Compensation Plan (the
      "Prior Plan"), which was effective on November 2, 1993.  It shall
      be effective as to each Participant on the date he or she becomes a Participant
      hereunder; provided, however, that the benefits of those individuals whose
      employment with the Company or any of its affiliates terminated prior to April
      1, 2000, shall continue to be governed by the terms of the Prior Plan, and
      not
      the terms of this Plan.  This Plan superseded the supplemental
      executive retirement component of the Prior Plan and all similar non-qualified
      supplemental executive retirement plans that were in existence as of
      November 1, 2000.

    


    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 benefits shall accrue under this Plan after December 31,
      2004.  All new participants eligible to participate in the Great
      Plains Energy Supplemental Executive Retirement Plan as of January 1, 2005
      will participate in the "Great Plains Energy Incorporated Supplemental Executive
      Retirement Plan (as Amended and Restated for I.R.C. § 409A), and all accruals
      after December 31, 2004 will accrue under such amended and restated
      Plan.


    
      

    

    Appendix
      C

     

    
 

    


    ARTICLE
      I

    DEFINITIONS

    


    1.1           "Active
      Participant" means, with respect to a Plan Year, any employee of the
      Company (i) who is an officer appointed by the Board of Directors, or (ii)
      whose
      annualized Base Compensation exceeds the limitation imposed by Internal Revenue
      Code Section 401(a)(17) and regulations promulgated thereunder, as adjusted
      from
      time to time. For purposes of determining Years of Benefit Service pursuant
      to
      Section 1.10 of this Plan, an employee shall be deemed to have been an Active
      Participant with respect to any Plan Year in which he or she was a Participant
      for purposes of Sections II, III, IV, and V of the Prior Plan.  After
      December 31, 2004, no employee may become an Active Participant in this
      Plan.

    1.3           "Basic
      Plan" means the Great Plains Energy Incorporated Management Pension
      Plan.  Except as amended below, the following terms shall have the
      same meaning as set forth in the Basic Plan, as amended from
      time-to-time:

    
      	
               

            	
              ·

            	
              Actuarial
                Equivalent

            


    

    
      	
               

            	
              ·

            	
              Base
                Compensation

            


    

    
      	
               

            	
              ·

            	
              Early
                Retirement Date

            


    

    
      	
               

            	
              ·

            	
              Normal
                Retirement Date

            


    

    
      	
               

            	
              ·

            	
              Plan
                Year

            


    

    
      	
               

            	
              ·

            	
              Single
                Life Pension

            


    

    
      	
               

            	
              ·

            	
              Years
                of Credited Service

            


    

    Notwithstanding
      the above, the term "Base Compensation" only includes compensation recognized
      through December 31, 2004.

     

    
 

    
      

    

    Appendix
      C

     

    
 

    1.4           "Board
      of Directors" means the Board of Directors of Great Plains Energy
      Incorporated.

    1.5           "Committee"
      means the Nominating & Compensation Committee (or successor to such
      Committee) of the Board of Directors.

    1.6           "Company"
      means Great Plains Energy Incorporated or its successor and any wholly-owned
      subsidiary that has adopted, and whose employees participate in, the Basic
      Plan.

    1.7           "Participant"
      means an individual who has become an Active Participant and who has not
      received his or her entire benefit under this Plan; provided, however, that
      individuals who were Participants for purposes of Sections II, III, IV, and
      V of
      the Prior Plan as of April 1, 2000, and whose employment with the Company had
      not terminated as of that date, shall be Participants in this Plan on that
      date.

    1.8           "Plan"
      means this Great Plains Energy Company Frozen Supplemental Executive Retirement
      Plan.

    1.9           "Surviving
      Spouse" means a Participant's surviving spouse who is eligible to
      receive a surviving spouse's benefit under the Basic Plan.

    1.10           "Years
      of Benefit Service" means Years of Credited Service (including
      fractions thereof) during which an employee is an Active
      Participant.  "Years of Benefit Service" shall include only a
      Participant's Years of Credited Service recognized through December 31,
      2004.

     

     

    -4-

    
      

    


    


    ARTICLE
      II

    ELIGIBILITY
      FOR BENEFITS

    


    2.1           Except
      as provided in Sections 2.2 and 3.4, below, each Participant shall be eligible
      to receive a supplemental retirement benefit under this Plan beginning as soon
      as is practicable after the Participant terminates employment with the
      Company.

    2.2           Notwithstanding
      any provision of this Plan to the contrary, the terms of this Plan and all
      subsequent amendments hereto shall not affect the rights and benefits of any
      person who is not an employee of the Company on or after April 1,
      2000.  The rights and benefits, if any, of such former employees (or
      spouses or beneficiaries of said former employees) shall continue to be governed
      by the terms of the Prior Plan as in effect on their date of termination, death,
      total disability, or retirement, whichever first shall have
      occurred.

    ARTICLE
      III

    AMOUNT
      AND FORM OF RETIREMENT BENEFITS

    


    3.1           Normal
      Retirement.  A Participant's monthly supplemental retirement
      benefit payable under the Plan as a Single Life Pension at the Participant's
      Normal Retirement Date shall be made up of the sum of two portions, the first
      of
      which is described in Paragraph (a) and the second of which is described in
      Paragraph (b) of this Section.

    (a)           The
      first of those portions shall make up for the difference between an accrual
      rate
      of two percent (2%) and an accrual rate of one and two-thirds percent
      (1 2/3%) for each of an Active Participant's
      Years of Benefit Service.

    (b)           The
      second portion shall make up for the benefit otherwise lost to an Active
      Participant under the Basic Plan due to:

     

     

     

    -5-

    
      

    

    Appendix
      C

    
 

    


    (i)           compensation
      deferred under the Great Plains Energy Incorporated Nonqualified Deferred
      Compensation Plan, or under Section VI of the Prior Plan,

    (ii)           any
      amounts disregarded under the Basic Plan pursuant to the provisions of Internal
      Revenue Code Sections 401(a)(17), 415, or similar provisions restricting the
      amount of compensation or benefits that may be considered under plans qualified
      pursuant to Internal Revenue Code Section 401(a), and

    (iii)           any
      forfeiture of benefits under the Basic Plan due to lack of vesting, but only
      to
      the extent the forfeiture reduces the amount to be paid under Subparagraph
      (b)(1) of Section 3 of the Restated Severance Agreement entered into by the
      Company and the Active Participant.

    3.2           Benefits
      Payable Prior to Normal Retirement Date.  In the event a
      Participant terminates employment with the Company before he or she reaches
      Normal Retirement Date, the monthly supplemental retirement benefit payable
      under the Plan shall be determined by computing the monthly retirement benefit
      necessary to make up for the difference in accrual rates described in Section
      3.1(a), for the benefit otherwise lost to the Participant due to the factors
      described in Paragraph 3.1(b) and (c), and for the difference between
      computations of monthly salary using computation periods of more than thirty-six
      (36) consecutive months rather than of thirty-six (36) consecutive months,
      reduced to reflect the early payment of the benefit and the Participant's
      younger age in the same circumstances and to the same extent as the Single
      Life
      Pension under the Basic Plan is reduced to reflect these factors.  The
      result is that:

    (a)           There
      shall be no early retirement reduction factor applied to the retirement benefit
      of a Participant who has satisfied all of the requirements set forth in the
      Basic Plan for the Rule of 85 early retirement benefit,

     

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      C

     

    (b)           The
      Basic Plan's early retirement reduction factor of one quarter of one-percent
      (.25%) per month shall apply to the retirement benefit of a Participant who
      does
      not satisfy all of the requirements set forth in the Basic Plan for the Rule
      of 85 early retirement benefit, and whose employment with the Company
      terminates on or after his or her Early Retirement Date, and

    (c)           For
      the retirement benefit of a Participant who terminates employment with the
      Company before his or her Early Retirement Date, and without satisfying all
      of
      the requirements set forth in the Basic Plan for the Rule of 85 early retirement
      benefit, no early retirement subsidy of any kind shall apply.

    3.3           Disability
      Retirement.  A Participant whose employment with the Company
      terminates due to a total disability for which the Participant is eligible
      to
      receive benefits under the Company's Long-Term Disability Plan shall then be
      eligible for a supplemental retirement benefit.  The supplemental
      retirement benefit shall be determined in accordance with Sections 3.1 and
      3.2, except that his or her Years of Benefit Service shall include the period
      from the date of disability to the Participant's Normal Retirement
      Date.  In no event shall Years of Credited Service or Benefit Service
      in excess of 30 be considered.

    3.4           Form
      of Payment.  The Participant may elect the form in which benefits
      under the Plan are to be paid from the forms set forth in this Section, the
      value of each of which shall be the Actuarial Equivalent of the value of each
      of
      the others.  Payment shall be made, in the case of a lump sum payment,
      or shall begin, in the case of a pension, in accordance with the Participant's
      election made as provided in Section 3.5.

    (a)           Lump
      Sum Payment.  This  form  provides the
      Participant with a one-time, single sum payment of the Participant's entire
      benefit under the Plan.

    (b)           Single
      Life Pension.  A Single Life Pension pays the Participant a
      monthly pension only for as long as the Participant lives.

     

     

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    (c)           Single   Life  Pension
        with   60   Months
      Guaranteed.  A Single Life Pension with 60 Months Guaranteed
      pays a monthly benefit for as long as the Participant lives.  If the
      Participant dies before receiving 60 monthly payments, the Participant's
      beneficiary receives them for the remainder of the 60 months that were
      guaranteed.

    (d)           Single   Life   Pension  with  120  Months
      Guaranteed.  A Single Life Pension with 120 Months Guaranteed pays
      the Participant a monthly benefit for as long as the Participant
      lives.  If the Participant dies before receiving 120 monthly payments,
      the Participant's beneficiary receives them for the remainder of the 120 months
      that were guaranteed.

    (e)           100%,
      75%, 66 2/3%, 50%, 33 1/3% and 25% Joint Pensions.  A
      100%, 75%, 66 2/3%, 50%, 33 1/3% or 25% Joint Pension pays the
      Participant a monthly benefit for as long as the Participant
      lives.  If the Participant's spouse is living when the Participant
      dies, he or she receives a monthly pension equal to 100%, 75%, 66 2/3%,
      50%, 33 1/3% or 25%, respectively, of the monthly pension the Participant
      received, for as long as he or she lives.  If the Participant is not
      married as of the date the Participant's pension commences, it will be paid
      to
      the Participant as a Single Life Pension.  The term "spouse," as used
      in this form, means the person to whom the Participant is married on the date
      the Participant's pension commences.

    3.5           Election
      of Form and Timing.  A new Active Participant in the Plan shall,
      within sixty (60) days of the date he or she becomes a Participant, elect the
      form in which he or she wishes the benefit under the Plan to be paid, and
      whether payment is to be made as soon as is practicable after termination of
      employment with the Company and, if not, the anniversary of termination when
      payment is to be made.  A Participant in the Plan as of April 1, 2000,
      shall make these elections no later than April 15, 2000.  If such a
      Participant terminates employment with the Company within one (1) year of
      the date the election form is filed with the Company, the election shall have
      no
      effect, and the

     

     

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    Participant's
      benefit under the Plan will be paid in the form of a Single Life Pension, if
      the
      Participant is then single, or in the form of a 50% Joint Pension, with the
      Participant's spouse as the survivor, if the Participant is then
      married.

    3.6           Chief
      Executive Officer.  In the case of a person who has served at
      least ten (10) years in the position of Chief Executive Officer of the Company,
      the two percent (2%) accrual rate referred to in Paragraph 3.1(a) shall be
      three
      percent (3%), and no early retirement reduction factor shall be
      applied.  In no event shall the sum of the accrual rates used to
      determine a Participant's retirement benefits under the Basic Plan and this
      Plan
      exceed sixty percent (60%), so for a participant who is eligible for the special
      benefit for Chief Executive Officers described in the first sentence of this
      paragraph, the maximum number of Years of Benefit Service taken into account
      shall be twenty (20).

    ARTICLE
      IV

    PAYMENT
      OF RETIREMENT BENEFITS

    


    4.1           Supplemental
      retirement benefits payable in accordance with Article III shall commence as
      provided in Section 2.1, and shall continue to be paid as required by the form
      in which the Participant's benefit is paid.

    ARTICLE
      V

    DEATH
      BENEFITS

    


    5.1           If
      a Participant dies before supplemental retirement benefit payments commence
      under this Plan, the Participant's Surviving Spouse shall receive a
      pre-retirement survivor annuity under the Plan.  The amount of the
      pre-retirement survivor annuity payable under this Plan shall be equal to the
      amount of the qualified pre-retirement survivor annuity determined under the
      Basic Plan, but calculated by substituting the amount of the Participant's
      supplemental retirement benefit determined under Article III for the amount
      of
      the Participant's benefit under the Basic Plan.

     

     

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    5.2           A
      Surviving Spouse's benefit under Section 5.1 shall be payable monthly; its
      duration shall be the same as that of the qualified pre-retirement survivor
      annuity payable under the Basic Plan.

    ARTICLE
      VI

    MISCELLANEOUS

    


    6.1           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 Surviving Spouse to benefits accrued
      up to
      the date of any amendment or termination, payable at least as quickly as is
      consistent with the Participant's election made as provided in Section
      3.5.  In the event the Plan is terminated, the Committee will continue
      to administer the Plan until all amounts accrued have been paid.

    6.2           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.

    6.3           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.

    6.4           This
      Plan is unfunded, and constitutes a mere promise by the Company to make benefit
      payments in the future.  The right of any Participant or Surviving
      Spouse 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"),

     

     

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    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 Surviving Spouses 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
      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.

    6.5           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.

    6.6           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.

    6.7           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.

    6.8           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;

    
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    (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 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.

     

     

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    6.9           Each
      Participant shall receive a copy of the Plan and, if a Trust is established
      pursuant to Section 6.4, 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.

    6.10           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.

    6.11           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.

    6.12           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.

    6.13           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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