Exhibit
      10.1.33





**Compensation
      Arrangements with Directors and Named Executive Officers**





Following
      is a description of compensatory arrangements with directors and named executive
      officers that are not set forth in formal documents, as well as certain other
      arrangements that are the subject of formal documents. Not all compensatory
      arrangements set forth in formal documents filed as exhibits to periodic reports
      are described in this document.





**Directors**


We
      compensate our non-employee directors as summarized below. An annual retainer
      of
      $85,000 will be paid in 2007 ($50,000 of which will be used to acquire shares
      of
      common stock through our Dividend Reinvestment and Direct Stock Purchase Plan).
      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 each current non-employee director.
      We
      do not expect to offer this coverage to new non-employee directors. The total
      premium paid by us for this coverage in 2006 was $12,521. We pay or reimburse
      directors for travel, lodging and related expenses they incur in attending
      Board
      and committee meetings, including 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 KCP&L’s
      generation and service communities.





**Named
      Executive Officers**


None
      of
      the named executive officers of Great Plains Energy or KCP&L have written
      Employment Agreements with the exception of Mr. Malik, Executive Vice President
      of Great Plains Energy and President and Chief Executive Officer of Strategic
      Energy, L.L.C. (which was filed as Exhibit 10.1.p to Form 10-K for the year
      ended December 31, 2004).





On
      February 6, 2007, 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 2007 of the principal
      executive officer, principal financial officer and the other named executive
      officers:





**Name**
            **2007
                Base Compensation**Michael
                J. Chesser
            $725,000Terry
                Bassham
            $325,000William
                H. Downey
            $470,000Shahid
                Malik
            $440,000John
                R. Marshall
            $335,000Stephen
                T. Easley
            $276,750





**2007
      Annual Incentive Plans**





The
      independent members of the Board established objectives to be used for
      calculating 2007 annual incentive compensation for Great Plains Energy’s
      principal executive officer, principal financial officer and the other named
      executive officers. The Annual Incentive Plans may be modified, changed or
      altered at the discretion of the Compensation and Development Committee. The
      basic structure of the Annual Incentive Plans provides for payout at 100% for
      target performance for each goal. Fifty percent of the incentive is payable
      at
      the threshold level of performance for each goal and 200% of the incentive
      is
      payable at the maximum level of performance. If goal performance is below target
      but above threshold, the amount of the award payable is interpolated between
      the
      threshold and target levels. Similarly, goal performance above the target will
      result in an award for that goal that is higher than target. Performance for
      any
      goal which is less than threshold will result in a zero payment for that goal.
      If core earnings is less than the threshold amount, there will be no payment
      made under the applicable Annual Incentive Plan.





The
      target bonuses of the principal executive officer, the principal financial
      officer, and the other named executive officers are: Mr. Chesser, 100%; Mr.
      Downey, 70%; Mr. Bassham, 50%; Mr. Malik, 60%; Mr. Easley, 50%; and Mr.
      Marshall, 50%. The bonus payout is based on the following weightings: 40%
      financial objective (core earnings for the applicable company); 40% business
      objectives; and 20% individual performance objectives. The business objectives
      for Great Plains Energy include funds from operations/average total debt; J.D.
      Powers Customer Satisfaction Index, generating plant equivalent availability,
      MWh under management, and Comprehensive Energy Plan progress. The business
      objectives for KCP&L include system reliability, generating plant
      availability, OSHA incident rate, J.D. Powers Customer Satisfaction Index,
      and
      Comprehensive Energy Plan progress. The business objectives for Strategic Energy
      include margin, process improvements and MWh under management. No bonus will
      be
      paid under a company’s plan if the applicable financial performance threshold is
      not met, and no bonus will be paid respecting other objectives if the applicable
      thresholds are not met. Messrs. Chesser and Bassham participate in the Great
      Plains Energy annual incentive plan; Messrs. Easley and Marshall participate
      in
      the KCP&L annual incentive plan. Mr. Downey’s bonus is weighted equally
      between the Great Plains Energy and KCP&L plans, and Mr. Malik’s bonus is
      weighted 30% and 70% between the Great Plains Energy and Strategic Energy
      plans.





**2007-2009
      Long-Term Incentive Plan Awards**





The
      independent members of the Board also approved the following time-based
      restricted stock and performance share awards under the LTIP for Great Plains
      Energy’s principal executive officer, principal financial officer and the other
      named executive officers (with the exception of Mr. Malik). The restricted
      stock
      awards will vest three years from the date of grant. Dividends accrued on the
      restricted stock will be reinvested during the period under the Dividend
      Reinvestment and Direct Stock Purchase Plan, and will also be paid in stock
      at
      the end of the period. Performance shares, as determined by Great Plains
      Energy’s stock performance rank in the Edison Electric Institute (EEI) index of
      electric companies for the period 2007-2009, will be paid in common stock unless
      otherwise determined by the Compensation and Development Committee. Dividends
      during the performance period on the common stock awarded will be paid in cash
      after the end of the period. The actual number of shares awarded will range
      from
      0% to 200% of target amount, based on performance against the EEI index.







**Name**
            **Restricted
                Stock**
            **Performance
                Shares at Target**Michael
                J. Chesser
            8,507
            25,520Terry
                Bassham
            2,161
            6,483William
                H. Downey
            4,228
            12,684Stephen
                T. Easley
            1,840
            5,520John
                R. Marshall
            2,227
            6,682





Mr.
      Malik’s target long-term incentive award for the period 2007-2009 is set at 150%
      of his 2007 salary, and may range from 0% to 275% of target, based on
      performance. One-half of the award will be paid in cash. The other half of
      the
      award is represented by a grant at target of 10,325 performance shares under
      the
      LTIP. The performance objectives are equally weighted, and include cumulative
      pre-tax net income, return on invested capital, performance of Great Plains
      Energy stock against the EEI index, and MWh under management.





**Grants
      of Restricted Stock**





The
      independent members of the Board elected to make a special, one-time, grant
      of
      time-based restricted stock under the LTIP to certain officers, including Great
      Plains Energy’s principal executive officer, principal financial officer and the
      other named executive officers (with the exception of Mr. Malik). One-half
      of
      the amount of these restricted stock grants vest in two years, and the second
      half vests in three years. Dividends accrued on the restricted stock will be
      reinvested during the period under the Dividend Reinvestment and Direct Stock
      Purchase Plan, and will also be paid in stock at the end of the vesting periods.





**Name**
            **Number
                of Restricted Shares**Michael
                J. Chesser
            80,000Terry
                Bassham
            25,000William
                H. Downey
            45,000John
                R. Marshall
            25,000Stephen
                T. Easley
            25,000





The
      Company also pays or reimburses the executive officers named above for certain
      other items, which could include relocation costs, transportation allowances,
      dues for one club, financial counseling services and in limited situations
      the
      expenses of spouses accompanying the executive officers.





Pursuant
      to their employment arrangements, Messrs. Chesser and Marshall will be credited
      with two years of service for every one year of service earned under the Great
      Plains Energy Pension Plan. The additional year of service will be paid as
      a
      supplemental retirement benefit. Mr. Chesser is also entitled to receive three
      times annual salary and bonus if he is terminated without cause prior to
      reaching age 63. After age 63, any benefit for termination without cause would
      be one times annual salary and bonus until age 65. Mr. Marshall is also entitled
      to receive two times annual salary and bonus if he is terminated without
      cause.