<PAGE>                                                        
                                                        Exhibit 10-e
                                                       
                           
           KANSAS CITY POWER & LIGHT COMPANY
   LONG- AND SHORT-TERM INCENTIVE COMPENSATION PLAN
                    JANUARY 1, 1997
                           
                     I.  Purposes

     The Kansas City Power & Light Company Incentive
Compensation Plan (the "Plan") is designated to provide
a means of paying incentive compensation, in addition
to annual salaries, to Officers and Key Employees of
the Company who, by virtue of their responsibilities,
may contribute materially to the success of the
Company.  The opportunity to receive incentive
compensation is intended as a strong motivational
program and one that will result in improved corporate
performance.

     The key objectives of the Plan are to align both
the long-term and short-term interests of the
shareholders, Officers, and key employees of Kansas
City Power & Light (KCPL), create strong incentives for
KCPL Officers and key employees to maximize the
Company's shareholder value, retain the management team
by providing attractive compensation opportunities and
limit shareholder cost to a reasonable level.

                   II.  Definitions

     The following terms shall have the meanings set
forth below:

     1.   "Company" shall mean Kansas City Power & Light
       Company and its successors and assigns, by merger,
       purchase or otherwise.
     
     2.   "Board of Directors" or "Board" shall mean the
       Board of Directors of the Company.
     
     3.   "Committee" shall mean the Nominating &
       Compensation Committee of the Board of Directors, all
       of whose members shall consist of Directors who are not
       employees and who are not eligible for participation in
       this Plan.
     
     4.   "Officer" shall mean any full-time Officer of the
       Company.
     
     5.   "Key Employee" shall mean those employees deemed
       critical to the execution of the Company's business
       plans.
     
     6.   "Participant" shall mean each Officer or Key
       Employee who has been selected by the Committee in the
       manner hereinafter provided for participation in the
       Plan with respect to a Plan Year.
     
     7.   "Plan Year" shall mean the applicable fiscal year
       of the Company.
     
     8.   "Salary" shall mean the direct compensation earned
       by a Participant as base salary during the Plan Year,
       excluding any and all commissions, bonuses,
       contributions by the Company to its Pension Plan on
       behalf of the Participant, incentive payments for the
       current Plan Year or prior Plan Years, and other
       similar payments.
     
     9.   "EVA" shall mean an estimate of the Company's true
       economic profit after subtracting the cost of all
       capital employed.
     
     10.  "Target Bonus" shall mean the bonus earned for
       achieving the expected level of EVA improvement.
     
     11.  "Expected EVA Improvement" shall mean EVA
       improvement required for the Company's shareholders to
       earn a cost of capital return on the market value of
       their investment, as well as the EVA improvement
       required to earn the Target Bonus.
     
     12.  "Bonus Bank" shall mean the personal account to
       which the bonus earned is credited and from which the
       bonus paid is deducted; the Bonus Bank balance is the
       amount held in reserve to be recouped if prior EVA
       improvement is not sustained or (when negative) to be
       recovered before additional bonus is paid.
     
      III.  Approval, Amendment, Termination and
              Administration of the Plan

A.   Approval of Awards Under the Plan

  Payment of awards under the Plan are become
  effective upon approval by the Board of Directors of
  the Company.

B.   Committee Oversight

  The Committee shall administer the Plan.  The
  Committee may establish such rules and regulations
  as it deems necessary for the Plan, its
  interpretation and administration.  In addition, the
  Committee may make such determinations and take such
  actions in connection with the Plan as it deems
  necessary.

C.   Finality of Determination

  Each determination made by the Committee, in
  accordance with the provisions of this Plan, shall
  be final, binding, and conclusive for all purposes
  and on all persons.

D.   Amendment and Termination of the Plan

  The Board of Directors in its sole discretion may
  modify, suspend, terminate, or reinstate the Plan,
  provided, however, that no such modification,
  suspension, termination or reinstatement shall
  diminish, reduce, alter or impair the value of or
  the rights to any award made prior to the date of
  such modification, suspension, termination or
  reinstatement of the Plan without the consent of the
  Participant.  Following termination of the Plan for
  reasons other than change of control, each
  Participant's Bonus Bank balance will be paid in two
  equal installments over two years, beginning at the
  end of the final Plan Year.

          IV.  Eligibility and Participation

A.   Selection of Participants

  Participants for each Plan Year shall be selected by
  the Committee from among the Officers and management
  employees upon recommendation by the chief executive
  officer.

B.   Future Participation

  Participation in the Plan during one Plan Year will
  not guarantee participation in any subsequent Plan
  Year.

              V.  Determination of Awards

A.   Target Bonus

  Target Bonus levels shall be determined by the
  Committee and expressed as a percentage of each
  Participant's base salary for the Plan Year.  Target
  Bonus levels may vary by Participant and reflect the
  level of responsibility of the Participant in the
  corporate structure. Target  and maximum Bbonus
  levels for the Participants are set forth below:

                                     Target               Maximum
       Officer                       Bonus Percent     Bonus Percent
     
       Chief Executive Officer            50%              100%
       Executive Vice President           45%               90%
       Senior Vice President              40%               80%
       Other Officers                     35%               70%
       Key Employees                      25%               50%
     

B.   Corporate Performance

  EVA Improvement shall be the Committee's measure of
  corporate performance. Not more than 90 days after
  the beginning of the Plan Year, and, in any event,
  before 25 percent or more of the Plan Year has
  elapsed, the Committee will establish the EVA
  Improvement goal for the Target Bonus awards of the
  Participants.   Expected EVA Improvement represents
  an estimate of the EVA Improvement required for the
  Company's investors to earn a cost of capital return
  on the market value of their investment.  The
  Committee may establish a multi-year schedule of
  Expected EVA Improvement to link bonus compensation
  to cumulative investor return.

  If EVA Improvement for the Plan Year is greater than
  $0, an award shall be paid to Participants.
  Expected EVA Improvement shall be the dollar amount
  of EVA Improvement required to earn the tTarget
  bBonus. Two times the Expected EVA Improvement level
  shall be required for Participants to receive
  maximum incentive awards.  If EVA Improvement for
  the Plan Year is greater than $0 but less than
  Maximum EVA Improvement, awards for Participant's
  for such Plan Year shall be based on a table of
  percentage awards, such percentages to begin at zero
  percent for EVA Improvement of $0 or less and
  increase to maximum awards at Maximum EVA
  Improvement.    The Committee shall establish a
  table of bonus awards, with Target Bonus set at
  Expected EVA Improvement.  The table will establish
  a minimum level of EVA Improvement performance that
  must be achieved before any bonus is awarded.  The
  table will also establish an EVA Improvement level
  for which a maximum bonus will be awarded.  Such
  table shall be based on straight-line interpolation.

  For example, a Participant has a Target Bonus level
  of 40% of Salary, and the award table is constructed
  with Minimum EVA Improvement at $-5 million,
  Expected EVA Improvement at $5,000,000, and Maximum
  EVA Improvement at $15,000,000.  Actual EVA
  Improvement achieved for the Plan Year is
  $6,000,000.  Using the award table for that Plan
  Year the Participant would be credited with
  achieving a bonus award of 44% of Salary.  The 44%
  of Salary is considered the bonus earned for that
  year.

C.   Bonus Bank

  A Bonus Bank shall be established for each
  Participant.  The initial balance of each
  Participant's bonus bank shall be zero.  Each year
  in which the bonus earned is positive, the
  Participant shall receive 1/2 of the bonus earned by
  the Participant for that Plan Year.  In each year a
  negative bonus is earned, the negative amount is
  deducted from any Bonus Bank balance.  The balance
  of the bonus (which may be a negative amount) shall
  be credited to the Participant's Bonus Bank balance.
  At the end of each year in which the Bonus Bank
  balance is positive, a bonus shall be paid to the
  Participant equal to 1/2 of the amount of the Bonus
  Bank balance.  (Attachment A)

  No interest shall be credited or charged on the
  Bonus Bank balance.

      VI. Payment of Awards:  Changes in Year and Capitalization

A.   Form of Payment

  Bonus Awards shall be paid shall be paid in cash
  within thirty days following determination of the
  amount of such awards by the Committee.

B.   Change of Fiscal Year

  In the event of a change in the Company's fiscal
  year resulting in a fiscal year of less that twelve
  months, the Committee shall make adjustments in the
  EVA Improvement target as it shall, in its sole
  discretion, deem appropriate.

              VII.  Employment Provisions

A.   Promotions and New Employees


  Employees who are newly hired or promoted into
  positions eligible for participation in the Plan
  during a Plan Year shall participate in the Plan to
  the degree deemed appropriate, if at all, by the
  Committee on the recommendation of the chief
  executive officer.  In the absence of special
  circumstances, any reward for a Participant whose
  eligibility commences after the beginning of a Plan
  Year shall be based on the Participant's salary
  earned during that portion of the Plan Year
  commencing with the determination of such
  Participant's eligibility.

B.   Termination of Employment

  Following termination of employment during a Plan
  Year by reason of death, disability, or normal
  retirement, the Participant's Bonus Bank balance
  will be at the end of the Plan Year in which the
  Participant's termination occurs.  A Participant
  will be eligible to receive an award determined in
  accordance with Section VI of the Plan, but based on
  the Participant's salary actually earned for the
  Plan Year in which such termination of employment
  occurs.  Such awards will be paid in accordance with
  Section VII above.  The Committee in its discretion
  shall determine whether a Participant shall be
  eligible to receive an award for a Plan Year in
  which he takes early retirement and, if so, the
  amount of such award.  Following termination during
  a Plan Year for any reason other than death,
  disability, or early or normal retirement, a
  Participant will not be eligible to receive an award
  for that Plan Year.  Similarly, any amounts in the
  Participant's Bonus Bank shall be forfeited if the
  employment of such Participant is terminated for any
  reason other than death, disability or retirement.

C.   Future Eligibility of a Participant

  Participation in this Plan during one Plan Year
  shall not guarantee any Officer or Key Employee the
  right to participate in the Plan in subsequent Plan
  Years.  Payment of an award with respect to one Plan
  Year, moreover, shall not guarantee an Officer or
  Key Employee the right to receive an award with
  respect to subsequent Plan Years.

D.   Key Employee Participation is RESULTS Workforce
  Incentive

  Key Employees designated by the Committee as
  Participants in the Plan will forfeit their
  participation in the RESULTS Workforce Incentive
  Plan.

E.   Change in Control

  In the event of a Change in Control (as defined
  below) of the Company, and except as the Committee
  may expressly provide otherwise, (i) mid-Plan Year
  Change in Control will result in bonus calculations
  based year-to-date performance as measured against
  the pre-established EVA Improvement goal for
  determination of award levels; and (ii) Participants
  with positive Bonus Bank balances will be paid the
  balance in their account within 30 days of the
  consummation of a merger agreement.

  A "Change in Control" shall be deemed to have
  occurred if (i) any person other than a trustee or
  other fiduciary holding securities under an employee
  benefit plan of the Company, and other than the
  Company or corporation owned, directly or
  indirectly, by the stockholders of the Company in
  substantially the same proportions as their
  ownership of stock of the Company, is or becomes the
  "beneficial owner" (as defined in Rule 13d-3 under
  the Securities Exchange Act of 1934), directly or
  indirectly, of securities of the Company
  representing 20 percent or more of the Common Stock
  of the Company then outstanding; or (ii) during any
  period of two consecutive years, individuals who at
  the beginning of such period constitute the Board
  and any new director (other than a director
  designated by a person who has into an agreement
  with the Company to effect a transaction described
  in (i) above) whose 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 director at the beginning of the
  period or whose election or nomination for election
  was previously so approved, cease for any reason to
  constitute the majority thereof.

F.   No Employment Contract

  Neither the action of the Company in establishing
  this Plan, nor any action taken by the Company, the
  Board, the Committee, or the chief executive Officer
  with respect to the Plan, nor any provision herein
  shall be construed as granting to any Officer or Key
  Employee the right to continue in the employ of the
  Company.

            VIII.  Miscellaneous Provisions

A.   Nonassignability of Benefits

  No Participant, nor his or her legal
  representatives, shall have any right to assign,
  transfer, appropriate, encumber, or anticipate any
  interest in the Plan or any payments hereunder.
  Participants have only the right to receive payments
  under this Plan if, as, and when such payments are
  due and payable under the terms and provisions of
  the Plan.

B.   Expenses of the Plan

      The Company shall bear all of the expenses of
administering the Plan and shall not charge such
expenses against amounts payable hereunder.

C.  Applicable Law
                           
      This Plan, all derminations made hereunder, and
all actions taken pursuant hereto will be governed by
the the laws of the State of Missouri.

D.  First Plan Year

       The first Plan Year of this Plan shall commence
on January 1, 1997.