ex10_1-35.htm


    Exhibit
10.1.35

    


    


    September
10, 2003

    


    


    


    Mr.
Michael J. Chesser

    4 East
95th
Street

    New York,
NY 10128

    


    Dear
Mike:

    


    It is
with great pleasure that the Board of Directors of Great Plains Energy offers
you the position of Chairman and Chief Executive Officer of Great Plains
Energy.

    


    The base
salary for the position is $550,000 with an annual opportunity, under our
current

    Executive
Incentive Plan, to earn up to 60% of annual salary at target
performance.  A copy of the annual Incentive Plan is
enclosed.  In addition, under the long term incentive plan you will be
eligible in 2004 for performance shares of Great Plains Energy
stock.  At the end of the three year period, if the company’s total
shareholder return is at the 50% percentile (Edison Electric Institute
statistics), you will be eligible for stock equal to one year’s
salary.  At the 100th
percentile you are eligible for a stock payment of two times
salary.

    


    We are
hopeful that you will be able to join us by October 1, 2003. On joining Great
Plains Energy, we are very pleased to grant you a one time award of restricted
stock in an amount equivalent to twice salary, $1,100,000.00.  This
will vest 1⁄2 in two years, 1/3 in three years and 1/3 in four
years.  You will also be eligible for a $600 per month car allowance,
and other allowances for tax planning and Kansas City Club dues.  In
addition you would be eligible for our management pension plan, 401(k) savings
plan, supplemental retirement (SERP), deferred compensation plan, “change in
control” severance plan, and our flexible benefits “cafeteria”
plan.

    Copies of
the Change in Control and SERP agreements are enclosed.

    


    Great
Plains will pay all reasonable costs of your relocation to Kansas City from New
York including moving expenses and temporary living expenses.  While
your wife is in New York, we will cover plane fare for weekly trips back to New
York during your relocation period.  We prefer that you handle the
sale of your existing residence but in the event you are unable to consummate
the sale by 12/31/03, Great Plains would be willing to buy your house at a price
based on the average of three independent appraisals.

    


    This
offer is contingent upon your successfully passing a physical exam as well as a
background check.

    


    
      
        

      



    


    Great
Plains Energy

    September
10, 2003

    Page
2

    


    


    We are
excited about the future and look forward to welcoming you as Chief Executive
Officer.

    


    I will
call you early afternoon on Friday.  Please contact me at the
following numbers if you will not be available: 816-932-3707 (office) /
913-362-6070 (home).

    


    Best
regards.

    


    Sincerely,

    


    


    /s/
Robert H. West

    Robert H.
West

    


    
      

    



    September
16, 2003

    


    


    


    Mr.
Michael Chesser

    4 East
95th
Street

    New York,
New York 10128

    


    Dear
Mike:

    


    This
letter is a supplemental to my September 10 letter concerning the terms of your
employment as Chairman and Chief Executive Officer of Great Plains
Energy.

    


    We have
agreed on the following items:

    


    
      	
              ·  

            	
              If
      you are terminated without cause prior to age 63, you will be entitled to
      three times annual salary and bonus, consistent with the terms of the
      company’s Change-of Control Employment
  Agreement.

            


    

    After age
63 your termination benefit will be salary and bonus until age 65.

    


    
      	
              ·  

            	
              Your
      annual incentive bonus for 2003 will be paid at target or at the actual
      level of plan payout for 2003, whichever is greater, prorated for your
      three months service for that plan
year.

            


    

    


    
      	
              ·  

            	
              The
      one-time award of restricted stock with a value of $1.1 million will
      include the accruals of dividends, with dividends paid as vested
      performance shares are received by
you.

            


    

    


    
      	
              ·  

            	
              The
      special restricted stock award will vest fully in the event of a change in
      control, and vesting will be accelerated, pro rata, to the date of your
      termination without cause, or your death, should either of those events
      occur.

            


    

    


    
      	
              ·  

            	
              You
      will be credited with two years of service for every one year of service
      earned under the company’s pension plan.  Your pension benefit
      will vest in accordance with the provisions of the
  plan.

            


    

    


    
      	
              ·  

            	
              You
      will be entitled to four weeks
vacation.

            


    

    


    
      	
              ·  

            	
              Your
      relocation cost reimbursement will include the real estate agent’s
      commission in connection with the sale of your New York
      residence.

            


    

    


    Mike, I
believe this covers all the points of our discussions, but if there are
questions or other open issues needing clarification, please let me or Bill
Nelson know.

    


    Sincerely,

    


    


    /s/
Robert H. West

    Robert H.
West