ex10_1-31.htm


    Exhibit
10.1.31

    


    Compensation
Arrangements with Directors and Named Executive Officers

    


    Following
is a description of compensatory arrangements with directors and 2009 base
salaries for named executive officers.

    


    Directors 

    Directors
receive an annual retainer of $85,000 ($50,000 of which is paid through the
Long-Term Incentive Plan in common stock or, at the election of the director,
Director Deferred Share Units).  Our lead director receives an
additional annual retainer of $20,000, and the chairs of the Board’s Audit,
Compensation and Development, and Governance Committees receive an additional
annual retainer of $10,000, $5,000 and $5,000,
respectively.  Attendance fees of $1,000 for each Board meeting and
$1,000 for each committee and other meeting attended are also
paid.  Directors may defer the receipt of all or part of the cash
retainers and meeting fees.

    


    We offer
life and medical insurance coverage for our non-employee directors (except Mr.
Forsee).  The total premium paid by us for this coverage in 2007 was
$45,621.  We pay or reimburse directors for travel, lodging and
related expenses they incur in attending Board and committee
meetings.  We paid in certain years prior to 2008, and we may pay in
future years, the expenses incurred by directors’ spouses in accompanying the
directors to one Board meeting a year.  We also match on a two-for-one
basis up to $5,000 per year (which would result in a $10,000 Company match) of
charitable donations made by a director to 501(c)(3) organizations that meet our
strategic giving priorities and are located in our generation and service
communities.

    


    Named
Executive Officers

    On
February 10, 2009, the independent members of the Great Plains Energy Board of
Directors, upon recommendations of its Compensation and Development Committee,
approved the following annual base compensation for 2009 of the principal
executive officer, principal financial officer and the other executive officers
of Great Plains Energy named in its 2008 proxy statement:

    


    
      	
              Name

            	
              2009
      Base Compensation

            
	
              Michael
      J. Chesser

              Chairman of the Board and Chief
      Executive Officer - Great Plains Energy, KansasCity Power & Light
      Company (“KCP&L”) and KCP&L Greater MissouriOperations Company
      (“GMO”)

            	
              $800,000

            
	
              Terry
      Bassham

              Executive Vice President –
      Finance and Strategic Development and Chief FinancialOfficer - Great
      Plains Energy, KCP&L and GMO

            	
              $420,000

            
	
              William
      H. Downey

              President and Chief Operating
      Officer - Great Plains Energy, KCP&L and GMO

            	
              $510,000

            
	
              John
      R. Marshall

              Executive Vice President,
      Utility Operations - KCP&L and GMO

            	
              $400,000

            


    

    


    Mr.
Malik, who was a named executive officer in the 2008 proxy statement, ceased
being an officer or employee in 2008 in connection with the sale of Strategic
Energy, L.L.C.  The Company also pays or reimburses the executive
officers named above for certain other items, which could include: employer
match of contributions to our 401(k) plans (which are contributed to the maximum
extent permitted by law to the 401(k), with any excess contributed to the
officers’ accounts in our non-qualified deferred compensation plan); flexible
benefits and other health and welfare plan benefits; car allowances; club
memberships; executive financial planning services; parking; spouse travel;
personal use of company tickets; matched charitable donations; executive health
physicals; and vacation days sold back to the
Company.