Exhibit 10-e

[THE FOLLOWING IS A FORM OF RESTATED SEVERANCE AGREEMENT
ENTERED INTO WITH CERTAIN KCPL EXECUTIVES]

                RESTATED SEVERANCE AGREEMENT

     THIS RESTATED AGREEMENT is entered into as of the _____
day of January, 2000, by and between Kansas City Power &
Light Company, a Missouri corporation (the "Company"), and
_______________ ("Executive").

                     W I T N E S S E T H

     WHEREAS, Executive currently serves as a key employee of
the Company and the services and knowledge of Executive are
valuable to the Company in connection with the management of
the Company's business; and

     WHEREAS, the Board (as defined in Section 1) has
determined that it is in the best interests of the Company
and its shareholders to secure Executive's continued services
and to ensure Executive's continued dedication and
objectivity in the event of any threat or occurrence of, or
negotiation or other action that could lead to, or create the
possibility of, a Change in Control (as defined in Section 1)
of the Company, without concern as to whether Executive might
be hindered or distracted by personal uncertainties and risks
created by any such possible Change in Control, and to
encourage Executive's full attention and dedication to the
Company, the Board has authorized the Company to enter into
this Agreement.

     WHEREAS, Executive and Company entered into a Severance
Agreement dated _________________, 19___, which was
subsequently amended on ________________, and Executive and
Company wish to restate into one document such Severance
Agreement and subsequent amendments1.

     NOW, THEREFORE, for and in consideration of the premises
and the mutual covenants and agreements herein contained, the
Company and Executive hereby restate as 2follows:

     1.   DEFINITIONS.  As used in this Agreement, the
following terms shall have the respective meanings set forth
below:

          (a)  "BENEFICIAL OWNER" has the same meaning set
     forth in Rule 13d-3 under the Exchange Act.

          (b)  "BOARD" means the Board of Directors of the
     Company.

          (c)  "CAUSE" means (1) a material breach by
     Executive of those duties and responsibilities of
     Executive which do not differ in any material respect
     from the duties and responsibilities of Executive during
     the 90-day period immediately prior to a Change in
     Control (or, for purposes of Section

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     3(d), during the 90-day period immediately preceding a
     Potential Change in Control), other than as a result of
     incapacity due to physical or mental illness, which is
     demonstrably willful and deliberate on Executive's part,
     committed in bad faith or without reasonable belief that
     such breach is in the best interests of the Company, and
     is not remedied in a reasonable period of time after
     receipt of written notice from the Company specifying
     such breach or (2) the commission by Executive of a
     felony involving moral turpitude.

          (d)  "CHANGE IN CONTROL" means the occurrence of
     one of the following events:

               (1)  any Person is or becomes the Beneficial
          Owner, directly or indirectly, of securities of the
          Company (not including in the securities
          beneficially owned by such Person any securities
          acquired directly from the Company or its
          affiliates other than in connection with the
          acquisition by the Company or its affiliates of a
          business) representing 20% or more of either the
          then outstanding shares of common stock of the
          Company or the combined voting power of the
          Company's then outstanding securities; or

                (2)  the following individuals cease for any
          reason to constitute a majority of the number of
          directors then serving: individuals who, on the
          date hereof, constitute the Board and any new
          director (other than a director whose initial
          assumption of office is in connection with an
          actual or threatened election contest, including
          but not limited to a consent solicitation, relating
          to the election of directors of the Company, as
          such terms are used in Rule 14a-11 of Regulation
          14A under the Exchange Act) whose appointment or
          election by the Board or nomination for election by
          the Company's stockholders was approved by a vote
          of at least two-thirds (2/3) of the directors then
          still in office who either were directors on the
          date hereof or whose appointment, election or
          nomination for election was previously so approved;
          or

               (3)  the stockholders of the Company approve a
          merger or consolidation of the Company with any
          other corporation or approve the issuance of voting
          securities of the Company in connection with a
          merger or consolidation of the Company (or any
          direct or indirect subsidiary of the Company)
          pursuant to applicable stock exchange requirements,
          other than (i) a merger or consolidation which
          would result in the voting securities of the
          Company outstanding immediately prior to such
          merger or consolidation continuing to represent
          (either by remaining outstanding or by being
          converted into voting securities of the surviving
          entity or any parent thereof), in

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          combination with the ownership of any trustee or
          other fiduciary holding securities under an
          employee benefit plan of the Company, at least 60%
          of the combined voting power of the voting
          securities of the Company or such surviving entity
          or any parent thereof outstanding immediately after
          such merger or consolidation, or (ii) a merger or
          consolidation effected to implement a recapi
          talization of the Company (or similar transaction)
          in which no Person is or becomes the Beneficial
          Owner, directly or indirectly, of securities of the
          Company (not including in the securities
          Beneficially Owned by such Person any securities
          acquired directly from the Company or its
          affiliates other than in connection with the
          acquisition by the Company or its affiliates of a
          business) representing 20% or more of either the
          then outstanding shares of common stock of the
          Company or the combined voting power of the
          Company's then outstanding securities; or

               (4)  the stockholders of the Company approve a
          plan of complete liquidation or dissolution of the
          Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the
          Company's assets, other than a sale or disposition
          by the Company of all or substantially all of the
          Company's assets to an entity, at least 60% of the
          combined voting power of the voting securities of
          which are owned by Persons in substantially the
          same proportions as their ownership of the Company
          immediately prior to such sale.

          Notwithstanding the foregoing, no "Change in
     Control" shall be deemed to have occurred if there is
     consummated any transaction or series of integrated
     transactions immediately following which the record
     holders of the common stock of the Company immediately
     prior to such transaction or series of transactions
     continue to have substantially the same proportionate
     ownership in an entity which owns all or substantially
     all of the assets of the Company immediately following
     such transaction or series of transactions.

          (e)  "DATE OF TERMINATION" means (1) the effective
     date on which Executive's employment by the Company
     terminates as specified in a prior written notice by the
     Company or Executive, as the case may be, to the other,
     delivered pursuant to Section 11, or (2) if Executive's
     employment by the Company terminates by reason of death,
     the date of death of Executive.

          (f)  "EXCHANGE ACT" means the Securities Exchange
     Act of 1934, as amended from time to time.

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          (g)  "GOOD REASON" means, without Executive's
     express written consent, the occurrence of any of the
     following events after a Change in Control (or after any
     potential Change in Control under the circumstances
     described in Clause (2) of Section 3 (d) hereof
     (treating all references in this paragraph (g) to a
     "Change in Control" as references to a "Potential Change
     in Control")):

               (1)  any of (i) the assignment to Executive of
          any duties inconsistent in any material respect
          with Executive's position(s), duties,
          responsibilities or status with the Company
          immediately prior to such Change in Control, (ii) a
          change in Executive's reporting responsibilities,
          titles or offices with the Company as in effect
          immediately prior to such Change in Control, or
          (iii) any removal or involuntary termination of
          Executive from the Company otherwise than as
          expressly permitted by this Agreement or any
          failure to re-elect Executive to any position with
          the Company held by Executive immediately prior to
          such Change in Control;

               (2)  a reduction by the Company in Executive's
          rate of annual base salary as in effect immediately
          prior to such Change in Control or as the same may
          be increased from time to time thereafter;

               (3)  any requirement of the Company that
          Executive (i) be based anywhere other than at the
          offices where the Executive is located at the time
          of the Change in Control, or (ii) travel on Company
          business to an extent substantially more burdensome
          than the travel obligations of Executive
          immediately prior to such Change in Control;

               (4)  the failure of the Company to (i)
          continue in effect any employee benefit plan or
          compensation plan in which Executive is
          participating immediately prior to such Change in
          Control, unless Executive is permitted to
          participate in other plans providing Executive with
          substantially comparable benefits, or the taking of
          any action by the Company which would adversely
          affect Executive's participation in or materially
          reduce Executive's benefits under any such plan,
          (ii) provide Executive and Executive's dependents
          welfare benefits (including, without limitation,
          medical, prescription, dental, disability, salary
          continuance, employee life, group life, accidental
          death and travel accident insurance plans and
          programs) in accordance with the most favorable
          plans, practices, programs and policies of the
          Company and its affiliated companies in effect for
          Executive immediately prior to such Change in
          Control or, if more favorable to Executive, as in
          effect generally at any time thereafter

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          with respect to other peer executives of the
          Company and its affiliated companies, (iii) provide
          fringe benefits in accordance with the most
          favorable plans, practices, programs and policies
          of the Company and its affiliated companies in
          effect for Executive immediately prior to such
          Change in Control or, if more favorable to
          Executive, as in effect generally at any time
          thereafter with respect to other peer executives of
          the Company and its affiliated companies, (iv)
          provide an office or offices of a size and with
          furnishings and other appointments, together with
          exclusive personal secretarial and other
          assistance, at least equal to the most favorable of
          the foregoing provided to Executive by the Company
          and its affiliated companies immediately prior to
          such Change in Control or, if more favorable to
          Executive, as provided generally at any time
          thereafter with respect to other peer executives of
          the Company and its affiliated companies, (v)
          provide Executive with paid vacation in accordance
          with the most favorable plans, policies, programs
          and practices of the Company and its affiliated
          companies as in effect for Executive immediately
          prior to such Change in Control or, if more
          favorable to Executive, as in effect generally at
          any time thereafter with respect to other peer
          executives of the Company and its affiliated
          companies, or (vi) reimburse Executive promptly for
          all reasonable employment expenses incurred by
          Executive in accordance with the most favorable
          policies, practices and procedures of the Company
          and its affiliated companies in effect for
          Executive immediately prior to such Change in
          Control, or if more favorable to Executive, as in
          effect generally at any time thereafter with
          respect to other peer executives of the Company and
          its affiliated companies; or

               (5)  the failure of the Company to obtain the
          assumption agreement from any successor as
          contemplated in Section 10(b).

          For purposes of this Agreement, any good faith
     determination of Good Reason made by Executive shall be
     conclusive; PROVIDED, HOWEVER, that an isolated,
     insubstantial and inadvertent action taken in good faith
     and which is remedied by the Company promptly after
     receipt of notice thereof given by Executive shall not
     constitute Good Reason.

          (h)  "NONQUALIFYING TERMINATION" means a
     termination of Executive's employment (1) by the Company
     for Cause, (2) by Executive for any reason other than a
     Good Reason, (3) as a result of Executive's death, or
     (4) by the Company due to Executive's absence from
     Executive's duties with the Company on a full-time basis
     for at least 180 consecutive days as a result of
     Executive's incapacity due to physical or mental
     illness; PROVIDED, HOWEVER, that a termination of
     Executive's employment for any

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     reason whatsoever during the "Window Period"
     (hereinafter defined) shall not constitute a
     Nonqualifying Termination.

          (i)  "PERSON" has the meaning given in Section
     3(a)(9) of the Exchange Act, as modified and used in
     Sections 13(d) and 14(d) thereof, except that such term
     shall not include (1) the Company or any of its subsid
     iaries, (2) a trustee or other fiduciary holding securi
     ties under an employee benefit plan of the Company or
     any of its subsidiaries, (3) an underwriter temporarily
     holding securities pursuant to an offering of such secu
     rities, or (4) a corporation owned, directly or indirect
     ly, by the stockholders of the Company in substantially
     the same proportions as their ownership of stock of the
     Company.

          (j)  "POTENTIAL CHANGE IN CONTROL" means the
     occurrence of one of the following events:

                    (1)  the Company enters into an
          agreement, the consummation of which would result
          in the occurrence of a Change in Control;

                    (2)  the Company or any Person publicly
          announces an intention to take or to consider
          taking actions which, if consummated, would
          constitute a Change in Control;

                    (3)  any Person becomes the Beneficial
          Owner, directly or indirectly, of securities of the
          Company representing 10% or more of either the then
          outstanding shares of common stock of the Company
          or the combined voting power of the Company's then
          outstanding securities; or

                    (4)  the Board adopts a resolution to the
          effect that, for purposes of this Agreement, a
          Potential Change in Control has occurred.

          (k)  "TERMINATION PERIOD" means the period of time
     beginning with a Change in Control (or, if later,
     beginning with the consummation of the transaction the
     approval of which by the Company's stockholders
     constitutes a Change in Control under Section 1(d)(3) or
     (4) hereof) and ending on the earliest to occur of (1)
     Executive's 70th birthday, (2) Executive's death, and
     (3) three years following such Change in Control (or, if
     later, three years following the consummation of the
     transaction the approval of which by the Company's stock
     holders constitutes a Change in Control under Section
     1(d)(3) or (4) hereof).

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          (l)  "WINDOW PERIOD" means the 30-day period com
     mencing one year after the date of a Change in Control,
     or, if later, the 30-day period commencing one year
     after the consummation of the transaction the approval
     of which by the Company's stockholders constitutes a
     Change in Control under Section 1(d)(3) or (4) hereof).

     2.   OBLIGATIONS OF EXECUTIVE.

          (a)  Executive agrees that in the event any person
     or group attempts a Change in Control, he shall not
     voluntarily leave the employ of the Company without Good
     Reason (1) until such attempted Change in Control
     terminates, or (2) if a Change in Control shall occur,
     until 90 days following such Change in Control (or, if
     later, until the consummation of the transaction the
     approval of which by the Company's stockholders
     constitutes a Change in Control under Section 1(d)(3) or
     (4) hereof).  For purposes of the foregoing subsection
     (1), Good Reason shall be determined as if a Change in
     Control had occurred when such attempted Change in
     Control became known to the Board.

          (b)  Executive acknowledges and agrees that (1) all
     records and other material not released to the general
     public, and (2) all trade secrets, confidential and
     proprietary information, unpublished data and
     information, in each case relating to the operations,
     services and business of the Company, whether reduced to
     writing or not ("Confidential Material"), are
     confidential and are the sole property of the Company.
     Executive agrees that Executive will not disclose any
     Confidential Material to any person or entity, either
     during or subsequent to Executive's employment by the
     Company, nor will Executive use any Confidential
     Material, except in the regular course of Executive's
     employment by the Company, without the Company's written
     consent.  Executive agrees not to make use of the
     Confidential Material, except on behalf of the Company.
     Upon termination of Executive's employment, Executive
     agrees to surrender all Confidential Material and any
     copies thereof as may be in possession or under control
     of Executive.

     3.   PAYMENTS UPON TERMINATION OF EMPLOYMENT.

          (a)  If during the Termination Period the
     employment of Executive shall terminate, other than by
     reason of a Nonqualifying Termination, then the Company
     shall pay to Executive (or Executive's beneficiary or
     estate) within 30 days following the Date of
     Termination, as compensation for services rendered to
     the Company:

               (1)  a cash amount equal to the sum of (i)
          Executive's full annual base salary from the
          Company and its affiliated companies

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          through the Date of Termination, to the extent not
          theretofore paid, (ii) a bonus in an amount at
          least equal to the average annualized incentive
          compensation awards paid or payable pursuant to the
          Kansas City Power & Light Company incentive
          compensation plan, including by reason of any
          deferral, to Executive by the Company and its
          affiliated companies during the five fiscal years
          of the Company (or if Executive shall have
          performed services for the Company and its
          affiliated companies for four fiscal years or less,
          the years during which Executive performed
          services) immediately preceding the fiscal year in
          which the Change in Control occurs, multiplied by a
          fraction, the numerator of which is the number of
          days in the fiscal year in which the Date of
          Termination occurs through the Date of Termination
          and the denominator of which is 365 or 366, as
          applicable, to the extent not theretofore paid,
          (iii) any amount credited to Executive's CAP Excess
          Benefits Account pursuant to the Capital
          Accumulation Plan Excess Benefit Agreement, dated
          effective as of January 1, 1989, between Executive
          and the Company, and any other compensation
          previously deferred by Executive (together with any
          interest and earnings thereon), in each case to the
          extent not theretofore paid, and (iv) any accrued
          unpaid vacation pay;

               (2)  a lump-sum cash amount in an amount equal
          to (i) ___ (__) times Executive's highest annual
          base salary from the Company and its affiliated
          companies in effect during the 12-month period
          prior to the Date of Termination, plus (ii) ___
          (__) times Executive's average annualized incentive
          compensation awards, paid or payable, including by
          reason of any deferral, to Executive by the Company
          and its affiliated companies during the five fiscal
          years of the Company (or if Executive shall have
          performed services for the Company and its
          affiliated companies for four fiscal years or less,
          the years during which Executive performed
          services) immediately preceding the fiscal year in
          which the Change in Control occurs; PROVIDED,
          HOWEVER, that in the event there are fewer than ___
          whole months remaining from the Date of Termination
          to the date of Executive's 70th birthday, the
          amount calculated in accordance with this Section
          3(a)(II) shall be reduced by multiplying such
          amount by a fraction the numerator of which is the
          number of months, including a partial month (with a
          partial month being expressed as a fraction the
          numerator of which is the number of days remaining
          in such month and the denominator of which is the
          number of days in such month), so remaining and the
          denominator of which is ___ months; PROVIDED
          FURTHER, that any amount paid pursuant to this
          Section 3(a)(2) shall be paid in lieu of any other
          amount of severance pay to be received by Executive
          upon termination of employment of

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          Executive under any severance plan, policy or
          arrangement of the Company.

          (b)  (1)  In addition to the payments to be made
     pursuant to paragraph (a) of this Section 3, the Company
     shall pay to Executive within 30 days following the Date
     of Termination a lump-sum cash amount equal to the
     excess of (a) the actuarial equivalent value of the
     monthly accrued benefits payable to Executive at age 65
     under the Kansas City Power & Light Company Management
     Pension Plan (the "Pension Plan") as in effect on the
     date of this Agreement and the benefits provided under
     the Supplemental Executive Retirement and Deferred
     Compensation Plan in respect of the Pension Plan as in
     effect on the date of this Agreement, assuming that
     benefits have accrued thereunder and Executive is
     entitled to such benefits, each such benefit shall be
     computed as if Executive had ___ (__) additional Years
     of Credited Service under the Pension Plan and were
     fully vested in such hypothetical benefits, over (b) the
     actuarial equivalent value of Executive's vested accrued
     benefits under the Pension Plan and benefits payable
     under the Supplemental Retirement Agreement. Such lump-
     sum cash amount shall be computed using the same
     actuarial methods and assumptions then in use for
     purposes of computing benefits under the Pension Plan,
     except that the computation shall be made without
     actuarial reduction for early retirement and provided
     that the interest rate used in such computation shall be
     the interest rate used on the Date of Termination by the
     Pension Benefit Guaranty Corporation for purposes of
     determining the present value of a lump sum distribution
     pursuant to a plan termination.

               (2)  In addition to the payments to be made
     pursuant to paragraph (a) of this Section 3, if on the
     Date of Termination Executive shall not be fully vested
     in the matching employer contributions made on
     Executive's behalf under the Kansas City Power & Light
     Company Cash or Deferred Arrangement, the Company shall
     pay to Executive within 30 days following the Date of
     Termination a lump sum cash amount equal to the value of
     the unvested portion of such matching employer
     contributions; PROVIDED, HOWEVER, that if any payment
     pursuant to this Section 3(b)(2) may or would result in
     such payment being deemed a transaction which is subject
     to Section 16(b) of the Exchange Act, the Company shall
     make such payment so as to meet the conditions for an
     exemption from such Section 16(b) as set forth in the
     rules (and interpretive and no-action letters relating
     thereto) under Section 16.  The value of any such
     unvested matching employer contributions shall be
     determined as of the Date of Termination; provided that
     if the common stock of the Company is traded on the New
     York Stock Exchange on the Date of Termination, the
     value of a share of common stock of the Company shall be
     the closing price on the

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     New York Stock Exchange on the Date of Termination or,
     if such date is not a trading day, on the immediately
     preceding trading day.

               (3)  For a period of ___ (__) years commencing
     on the Date of Termination, the Company shall continue
     to keep in full force and effect all medical, accident,
     disability and life insurance plans with respect to
     Executive and Executive's dependents with the same level
     of coverage, upon the same terms and otherwise to the
     same extent as such plans shall have been in effect
     immediately prior to the Date of Termination.
     Notwithstanding the foregoing sentence, if any of the
     medical, accident, disability or life insurance plans
     then in effect generally with respect to other peer
     executives of the Company and its affiliated companies
     would be more favorable to Executive, such plan coverage
     shall be substituted for the analogous plan coverage
     provided to Executive immediately prior to the Date of
     Termination, and the Company and Executive shall share
     the costs of such plan coverage in the same proportion
     as such costs were shared immediately prior to the Date
     of Termination.  The obligation of the Company to
     continue coverage of Executive and Executive's
     dependents under such plans shall cease at such time as
     Executive and Executive's dependents obtain comparable
     coverage under another plan, including a plan maintained
     by a new employer.  Execution of this Agreement by
     Executive shall not be considered a waiver of any rights
     or entitlements Executive and Executive's dependents may
     have under applicable law to continuation of coverage
     under the group health plan maintained by the Company or
     its affiliated companies.

          (c)  If during the Termination Period the
     employment of Executive shall terminate by reason of a
     Nonqualifying Termination, then the Company shall pay to
     Executive within 30 days following the Date of
     Termination, a cash amount equal to the sum of (1)
     Executive's full annual base salary from the Company
     through the Date of Termination, to the extent not
     theretofore paid, and (2) any compensation previously
     deferred by Executive (together with any interest and
     earnings thereon) and any accrued vacation pay, in each
     case to the extent not theretofore paid.

          (d)  For the purposes of this Agreement, the
     Executive's employment shall be deemed to have been
     terminated within the Termination Period other than by
     reason of a Nonqualifying Termination if:

               (1)  the Executive's employment is terminated
          without Cause prior to a Change in Control (or, if
          later, prior to the consummation of the transaction
          the approval of which by the Company's stockholders
          constitutes a Change in Control under
          Section 1(d)(3) or (4) and such termination was at
          the request or direction of a Person who has
          entered into an agreement with the

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          Company the consummation of which or the approval
          of which by the Company's stockholders would
          constitute a Change in Control;

               (2)  the Executive terminates his employment
          with Good Reason prior to a Change of Control (or,
          if later, prior to the consummation of the
          transaction the approval of which by the Company's
          stockholders constitutes a Change in Control under
          Section 1(d)(3) or (4)) and the circumstance or
          event which constitutes Good Reason occurs at the
          request or direction of such  Person; or

               (3)  the Executive's employment is terminated
          without Cause prior to a Change in Control (or, if
          later, prior to the consummation of the transaction
          the approval of which by the Company's stockholders
          constitutes a Change in Control under
          Section 1(d)(3) or (4)) and such termination is
          otherwise in connection with or in anticipation of
          a Change in Control which actually occurs.

     4.   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

     (a)  Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any
payment or distribution by the Company or its affiliated
companies to or for the benefit of Executive (whether paid or
payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard
to any additional payments required under this Section 4) (a
"Payment") would be subject to the excise tax imposed by
Section 4999 of the Code, or any interest or penalties are
incurred by Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise
Tax"), then the Company shall pay to Executive an additional
payment (a "Gross-Up Payment") in an amount such that after
payment by Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including,
without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax
imposed upon the Gross-Up Payment, Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.

     (b)  Subject to the provisions of Section 4(c), all
determinations required to be made under this Section 4,
including whether and when a Gross-Up Payment is required and
the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by
the Company's public accounting firm (the "Accounting Firm")
which shall provide detailed supporting calculations both to
the Company and Executive within 15 business days of the
receipt of notice from Executive that there has been a

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Payment, or such earlier time as is requested by the Company.
In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group
effecting the Change in Control, Executive shall appoint
another nationally recognized public accounting firm to make
the determinations required hereunder (which accounting firm
shall then be referred to as the Accounting Firm hereunder).
All fees and expenses of the Accounting Firm shall be borne
solely by the Company.  Any Gross-Up Payment, as determined
pursuant to this Section 4, shall be paid by the Company to
Executive within five days of the receipt of the Accounting
Firm's determination.  If the Accounting Firm determines that
no Excise Tax is payable by Executive, it shall furnish
Executive with a written opinion that failure to report the
Excise Tax on Executive's applicable federal income tax
return would not result in the imposition of a negligence or
similar penalty.  Any determination by the Accounting Firm
shall be binding upon the Company and Executive.  As a result
of the uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should
have been made ("Underpayment"), consistent with the
calculations required to be made hereunder.  In the event
that the Company exhausts its remedies pursuant to Section
4(c) and Executive thereafter is required to make a payment
of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for
the benefit of Executive.

     (c)  Executive shall notify the Company in writing of
any claim by the Internal Revenue Service that, if
successful, would require the payment by the Company of the
Gross-Up Payment.  Such notification shall be given as soon
as practicable but no later than 10 business days after
Executive is informed in writing of such claim and shall
apprise the Company of the nature of such claim and the date
on which such claim is requested to be paid.  Executive shall
not pay such claim prior to the expiration of the 30-day
period following the date on which Executive gives such
notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is
due).  If the Company notifies Executive in writing prior to
the expiration of such period that it desires to contest such
claim, Executive shall:

          (1)  give the Company any information reasonably
     requested by the Company relating to such claim;

          (2)  take such action in connection with contesting
     such claim as the Company shall reasonably request in
     writing from time to time, including, without
     limitation, accepting legal representation with respect
     to such claim by an attorney reasonably selected by the
     Company;

                           Page 12

<PAGE>

          (3)  cooperate with the Company in good faith in
     order effectively to contest such claim; and

          (4)  permit the Company to participate in any
     proceedings relating to such claim; PROVIDED, HOWEVER,
     that the Company shall bear and pay directly all costs
     and expenses (including additional interest and
     penalties) incurred in connection with such contest and
     shall indemnify and hold Executive harmless, on an after-
     tax basis, for any Excise Tax or income tax (including
     interest and penalties with respect thereto) imposed as
     a result of such representation and payment of costs and
     expenses.  Without limitation on the foregoing
     provisions of this Section 4(c), the Company shall
     control all proceedings taken in connection with such
     contest and, at its sole option, may pursue or forgo any
     and all administrative appeals, proceedings, hearings
     and conferences with the taxing authority in respect of
     such claim and may, at its sole option, either direct
     Executive to pay the tax claimed and sue for a refund or
     contest the claim in any permissible manner, and
     Executive agrees to prosecute such contest to a
     determination before any administrative tribunal, in a
     court of initial jurisdiction and in one or more
     appellate courts, as the Company shall determine;
     PROVIDED FURTHER, that if the Company directs Executive
     to pay such claim and sue for a refund, the Company
     shall advance the amount of such payment to Executive on
     an interest-free basis and shall indemnify and hold
     Executive harmless, on an after-tax basis, from any
     Excise Tax or income tax (including interest or
     penalties with respect thereto) imposed with respect to
     such advance or with respect to any imputed income with
     respect to such advance; and PROVIDED FURTHER, that any
     extension of the statute of limitations relating to
     payment of taxes for the taxable year of Executive with
     respect to which such contested amount is claimed to be
     due is limited solely to such contested amount.
     Furthermore, the Company's control of the contest shall
     be limited to issues with respect to which a Gross-Up
     Payment would be payable hereunder and Executive shall
     be entitled to settle or contest, as the case may be,
     any other issue raised by the Internal Revenue Service
     or any other taxing authority.

     (d)  If, after the receipt by Executive of an amount
advanced by the Company pursuant to Section 4(c), Executive
becomes entitled to receive, and receives, any refund with
respect to such claim, Executive shall (subject to the
Company's complying with the requirements of Section 4(c))
promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after
taxes applicable thereto).  If, after the receipt by
Executive of an amount advanced by the Company pursuant to
Section 4(c), a determination is made that Executive shall
not be entitled to any refund with respect to such claim and
the Company does not notify Executive in writing of its
intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such
advance shall be forgiven and shall not be required to be
repaid and the

                           Page 13

<PAGE>

amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

     5.   WITHHOLDING TAXES.  The Company may withhold from
all payments due to Executive (or Executive's beneficiary or
estate) hereunder all taxes which, by applicable federal,
state, local or other law, the Company is required to
withhold therefrom.

     6.   REIMBURSEMENT OF EXPENSES.  If any contest or
dispute shall arise under this Agreement involving
termination of Executive's employment with the Company or
involving the failure or refusal of the Company to perform
fully in accordance with the terms hereof, the Company shall
reimburse Executive, on a current basis, for all legal fees
and expenses, if any, incurred by Executive in connection
with such contest or dispute, together with interest at a
rate equal to the rate of interest published in the Wall
Street Journal under the caption "Money Rates" as the prime
rate, but in no event higher than the maximum legal rate
permissible under applicable law, such interest to accrue
from the date the Company receives Executive's statement for
such fees and expenses through the date of payment thereof;
PROVIDED, HOWEVER, that in the event the resolution of any
such contest or dispute includes a finding denying, in total,
Executive's claims in such contest or dispute, Executive
shall be required to reimburse the Company, over a period of
12 months from the date of such resolution, for all sums
advanced to Executive pursuant to this Section 6.

     7.   OPERATIVE EVENT.  Except as provided in Section
3(d), but notwithstanding any other provision herein to the
contrary, no amounts shall be payable hereunder unless and
until there is a Change in Control at a time when Executive
is employed by the Company.

     8.   TERMINATION OF AGREEMENT.

          (a)  This Agreement shall be effective on the date
     hereof and shall continue until terminated by the
     Company as provided in paragraph (b) of this Section 8;
     PROVIDED, HOWEVER, that this Agreement shall terminate
     in any event upon the first to occur of (1) Executive's
     70th birthday, (2) Executive's death, or (3) except as
     provided in Section 3(d) hereof, termination of
     Executive's employment with the Company prior to a
     Change in Control.

          (b)  The Company shall have the right, prior to a
     Change in Control, in its sole discretion, pursuant to
     action by the Board, to terminate this Agreement, which
     termination shall not become effective until the date
     fixed by the Board for such termination, which date
     shall be at least 120 days after notice thereof is given
     by the Company to Executive in accordance with Section
     11; PROVIDED, HOWEVER, that no such action shall

                           Page 14

<PAGE>

     be taken by the Board during any period of time when the
     Board has knowledge that any person has taken steps
     reasonably calculated to effect a Change in Control
     until, in the opinion of the Board, such person has
     abandoned or terminated its efforts to effect a Change
     in Control; and PROVIDED FURTHER, that in no event shall
     this Agreement be terminated in the event of a Change in
     Control.

     9.   SCOPE OF AGREEMENT.  Nothing in this Agreement
shall be deemed to entitle Executive to continued employment
with the Company and its subsidiaries, and except as provided
in Section 3(d) hereof, if Executive's employment with the
Company shall terminate prior to a Change in Control, then
Executive shall have no further rights under this Agreement;
PROVIDED, HOWEVER, that any termination of Executive's
employment following a Change in Control (or as described in
Section 3(d)) shall be subject to all of the provisions of
this Agreement.

     10.  SUCCESSORS; BINDING AGREEMENT.

          (a)  This Agreement shall not be terminated by any
     merger or consolidation of the Company whereby the
     Company is or is not the surviving or resulting
     corporation or as a result of any transfer of all or
     substantially all of the assets of the Company.  In the
     event of any such merger, consolidation or transfer of
     assets, the provisions of this Agreement shall be
     binding upon the surviving or resulting corporation or
     the person or entity to which such assets are
     transferred.

          (b)  The Company agrees that concurrently with any
     merger, consolidation or transfer of assets referred to
     in paragraph (a) of this Section 10, it will cause any
     successor or transferee unconditionally to assume, by
     written instrument delivered to Executive (or
     Executive's beneficiary or estate), all of the
     obligations of the Company hereunder.  Failure of the
     Company to obtain such assumption prior to the
     effectiveness of any such merger, consolidation or
     transfer of assets shall be a breach of this Agreement
     and shall entitle Executive to compensation and other
     benefits from the Company in the same amount and on the
     same terms as Executive would be entitled hereunder if
     Executive's employment were terminated following a
     Change in Control other than by reason of a
     Nonqualifying Termination.  For purposes of implementing
     the foregoing, the date on which any such merger,
     consolidation or transfer becomes effective shall be
     deemed the Date of Termination.

          (c)  This Agreement shall inure to the benefit of
     and be enforceable by Executive's personal or legal
     representatives, executors, administrators, successors,
     heirs, distributees, devisees and legatees.  If
     Executive shall die while any amounts would be payable
     to Executive

                           Page 15

<PAGE>

     hereunder had Executive continued to live, all such
     amounts, unless otherwise provided herein, shall be paid
     in accordance with the terms of this Agreement to such
     person or persons appointed in writing by Executive to
     receive such amounts or, if no person is so appointed,
     to Executive's estate.

     11.  NOTICE.

          (a)  For purposes of this Agreement, all notices
     and other communications required or permitted hereunder
     shall be in writing and shall be deemed to have been
     duly given when delivered or five days after deposit in
     the United States mail, certified and return receipt
     requested, postage prepaid, addressed (1) if to the
     Executive, to [OFFICER'S HOME ADDRESS]  and if to the
     Company, to Kansas City Power & Light Company, 1201
     Walnut, Kansas City, Missouri 64106-2124, attention
     Corporate Secretary, or (2) to such other address as
     either party may have furnished to the other in writing
     in accordance herewith, except that notices of change of
     address shall be effective only upon receipt.

          (b)  A written notice of Executive's Date of
     Termination by the Company or Executive, as the case may
     be, to the other, shall (1) indicate the specific
     termination provision in this Agreement relied upon, (2)
     to the extent applicable, set forth in reasonable detail
     the facts and circumstances claimed to provide a basis
     for termination of Executive's employment under the
     provision so indicated, and (3) specify the termination
     date (which date shall be not less than 15 days after
     the giving of such notice).  The failure by Executive or
     the Company to set forth in such notice any fact or
     circumstance which contributes to a showing of Good
     Reason or Cause shall not waive any right of Executive
     or the Company hereunder or preclude Executive or the
     Company from asserting such fact or circumstance in
     enforcing Executive's or the Company's rights hereunder.

     12.  FULL SETTLEMENT; RESOLUTION OF DISPUTES.

          (a)  The Company's obligation to make any payments
     provided for in this Agreement and otherwise to perform
     its obligations hereunder shall not be affected by any
     set-off, counterclaim, recoupment, defense or other
     claim, right or action which the Company may have
     against Executive or others.  In no event shall
     Executive be obligated to seek other employment or take
     any other action by way of mitigation of the amounts
     payable to Executive under any of the provisions of this
     Agreement and, such amounts shall not be reduced whether
     or not Executive obtains other employment.

                           Page 16

<PAGE>

          (b)  If there shall be any dispute between the
     Company and Executive in the event of any termination of
     Executive's employment, then, unless and until there is
     a final, nonappealable judgment by a court of competent
     jurisdiction declaring that such termination was for
     Cause, that the determination by Executive of the
     existence of Good Reason was not made in good faith, or
     that the Company is not otherwise obligated to pay any
     amount or provide any benefit to Executive and
     Executive's dependents or other beneficiaries, as the
     case may be, under paragraphs (a) and (b) of Section 3,
     the Company shall pay all amounts, and provide all
     benefits, to Executive and Executive's dependents or
     other beneficiaries, as the case may be, that the
     Company would be required to pay or provide pursuant to
     paragraphs (a) and (b) of Section 3 as though such
     termination were by the Company without Cause or by
     Executive with Good Reason; PROVIDED, HOWEVER, that the
     Company shall not be required to pay any disputed
     amounts pursuant to this paragraph except upon receipt
     of an undertaking by or on behalf of Executive to repay
     all such amounts to which Executive is ultimately
     adjudged by such court not to be entitled.

     13.  EMPLOYMENT WITH SUBSIDIARIES.  Employment with the
Company for purposes of this Agreement shall include
employment with any corporation or other entity in which the
Company has a direct or indirect ownership interest of 50% or
more of the total combined voting power of the then
outstanding securities of such corporation or other entity
entitled to vote generally in the election of directors.

     14.  GOVERNING LAW; VALIDITY.  The interpretation,
construction and performance of this Agreement shall be
governed by and construed and enforced in accordance with the
internal laws of the State of Missouri without regard to the
principle of conflicts of laws.  The invalidity or
unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision
of this Agreement, which other provisions shall remain in
full force and effect.

     15.  COUNTERPARTS.  This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be
an original and all of which together shall constitute one
and the same instrument.

     16.  MISCELLANEOUS.  No provision of this Agreement may
be modified or waived unless such modification or waiver is
agreed to in writing and signed by Executive and by a duly
authorized officer of the Company.  No waiver by either party
hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.  Failure by
Executive or the Company to insist upon strict compliance
with any provision of this Agreement or to assert any right
Executive or the Company may have hereunder, including,

                           Page 17

<PAGE>

without limitation, the right of Executive to terminate
employment for Good Reason, shall not be deemed to be a
waiver of such provision or right or any other provision or
right of this Agreement.  The rights and benefits payable
hereunder are in addition to any rights of, or benefits
payable to, Executive, Executive's estate or Executive's
beneficiaries under any other employee benefit plan or
compensation program of the Company, excluding any other
severance plan, policy or arrangement of the Company.

     IN WITNESS WHEREOF, the Company has caused this Restated
Severance Agreement to be executed by a duly authorized
officer of the Company and Executive has executed this
Agreement as of the day and year first above written.

                         KANSAS CITY POWER & LIGHT COMPANY

                         By: _________________________________


                         _____________________________________
                              [officer name]
                              [title]


Subscribed and Sworn to before me
this _____ day of January, 2000.


__________________________________
          Notary Public

                           Page 18