Exhibit 10-m


                   Purchase and Sale Agreement

                  Dated as of October 29, 1999

                             between

               Kansas City Power & Light Company,
                         as Originator,

                              and

         Kansas City Power & Light Receivables Company,
                            as Buyer

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                        Table of Contents

Section                     Heading                         Page

Section 1.      Definitions and Related Matters                1

  Section 1.1.  Defined Terms                                  1
  Section 1.2.  Other Interpretive Matters                     1

Section 2.      Agreement to Contribute, Purchase and Sell     2

  Section 2.1.  Purchase and Sale                              2
  Section 2.2.  Timing of Contribution, Purchases              2
  Section 2.3.  Purchase Price                                 2
  Section 2.4.  No Recourse or Assumption of Obligations       3

Section 3.      Administration and Collection                  3

  Section 3.1.  Originator to Act as Collection Agent          3
  Section 3.2.  Deemed Collections                             3
  Section 3.3.  Application of Collections                     4
  Section 3.4.  Responsibilities of Originator                 4
  Section 3.5.  Maintenance of Sold Interest                   4

Section 4.      Representations and Warranties                 5

  Section 4.1.  Mutual Representations and Warranties          5
  Section 4.2.  Additional Representations by Originator       5

Section 5.      General Covenants                              7

  Section 5.1.  Covenants                                      7
  Section 5.2   Organizational Separateness                   10

Section 6.      Termination of Purchases                      10

  Section 6.1.  Voluntary Termination                         10
  Section 6.2.  Automatic Termination                         10

Section 7.      Indemnification                               10

  Section 7.1.  Originator's Indemnity                        10
  Section 7.2   Indemnification Due to Failure to Consummate
                Purchase                                      12
  Section 7.3   Other Costs                                   12

Section 8.      Miscellaneous                                 12

  Section 8.1.  Amendments, Waivers, etc                      12
  Section 8.2.  Assignment of Receivables Purchase Agreement  12
  Section 8.3.  Binding Effect; Assignment                    13

                                - i -

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  Section 8.4.  Survival                                      13
  Section 8.5.  Costs, Expenses and Taxes                     13
  Section 8.6.  Execution in Counterparts; Integration        13
  Section 8.7.  Governing Law; Submission to Jurisdiction     13
  Section 8.8.  No Proceedings                                14
  Section 8.9.  Loans by Buyer to Originator                  14
  Section 8.10. Notice                                        14
  Section 8.11. Entire Agreement                              14

Signature                                                     15



Exhibit A Purchase Price

                                -ii-

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     This  Purchase  and Sale Agreement dated as of  October  29,
1999  (this  "Agreement") is between Kansas City  Power  &  Light
Company,  a Missouri corporation ("Originator"), and Kansas  City
Power   &  Light  Receivables  Company,  a  Delaware  corporation
("Buyer").  The parties agree as follows:

Section 1. Definitions and Related Matters.

Section 1.1.  Defined Terms.  In this Agreement, unless otherwise
specified  or defined herein: (a) capitalized terms are  used  as
defined in Schedule I to the Receivables Sale Agreement dated  as
of the date hereof (as amended or modified from time to time, the
"Second  Tier  Agreement")  among  Buyer,  Originator,  Amsterdam
Funding  Corporation, the liquidity providers party thereto,  and
ABN  AMRO  Bank  N.V.  as the Enhancer and  the  Agent,  as  such
agreement  may  be  amended or modified from time  to  time;  and
(b)  terms  defined  in Article 9 of the UCC  and  not  otherwise
defined herein are used as defined in such Article 9.

     In  addition,  the  following terms will have  the  meanings
specified below:

          "Available Funds" is defined in Section 2.3(b) hereof.

          "Closing  Date" means the date on which this  Agreement
     and the Second Tier Agreement become effective in accordance
     with their terms.

          "Collection Agent Fee" is defined in Section 3.6 of the
     Second Tier Agreement.

          "Excluded Losses" is defined in Section 7.1 hereof.

          "Initial  Funding  Date" means the date  of  the  first
     purchase  by  Buyer from Originator under this Agreement  as
     approved by the Agent.

          "Settlement Date" means, with respect to any Settlement
     Period,  the  twentieth  day of the  immediately  succeeding
     calendar  month (or, if such day is not a Business Day,  the
     next preceding Business Day).

          "Settlement Period" means a calendar month (or, in  the
     case  of  the first Settlement Period, the period  from  the
     Initial  Funding  Date to the end of the calendar  month  in
     which the Initial Funding Date occurs).

          "Trigger   Event"   means  that  (x)  the   outstanding
     principal amount of the Subordinated Note exceeds the  value
     of  Buyer's  interest  in  the  Receivables  (determined  in
     accordance with GAAP), and (y) such condition has  continued
     for five Business Days.

Section  1.2.   Other Interpretive Matters.  In  this  Agreement,
unless  otherwise specified:  (a) references to  any  Section  or
Annex refer to such Section of, or Annex to, this Agreement,  and
references  in  any  Section or definition to any  subsection  or
clause  refer  to  such subsection or clause of such  Section  or
definition;  (b)  "herein", "hereof", "hereto",  "hereunder"  and
similar terms refer to this Agreement as a whole and not  to  any
particular  provision  of this Agreement;

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(c)  "including"  means including  without limitation, and other
forms of the verb "to include" have correlative meanings; (d) the
word "or" is not exclusive; and (e) captions are solely for
convenience  of reference and shall not affect the meaning of
this Agreement.

Section 2. Agreement to Contribute, Purchase and Sell.

Section 2.1.  Purchase and Sale.  On the terms and subject to the
conditions  set forth in this Agreement, Originator hereby  sells
to  Buyer,  and  Buyer hereby purchases from Originator,  all  of
Originator's  right,  title and interest in,  to  and  under  the
Receivables  and all proceeds thereof (including all  Collections
with  respect  thereto),  in each case whether  now  existing  or
hereafter arising or acquired.

Section  2.2.  Timing of Contribution, Purchases.  $3,000,000  of
the  Receivables existing at the opening of Originator's business
on  the Initial Funding Date are hereby contributed by Originator
as  capital to Buyer as of the Initial Funding Date.  All of  the
remaining  Receivables  existing at the opening  of  Originator's
business on the Initial Funding Date are hereby sold to Buyer  as
of  the  Initial Funding Date.  After the Initial  Funding  Date,
each  Receivable  shall  be deemed to have  been  sold  to  Buyer
immediately (and without further action by any Person)  upon  the
creation of such Receivable.  The proceeds with respect  to  each
Receivable (including all Collections with respect thereto) shall
be  sold  at  the  same  time  as such Receivable,  whether  such
proceeds  (or  Collections) exist at such time or  arise  or  are
acquired thereafter.

Section  2.3.  Purchase Price.  (a) The aggregate purchase  price
for  the  Receivables sold on the Initial Funding Date  shall  be
such  amount  as  agreed upon prior to the Initial  Funding  Date
between Originator and Buyer to be the fair market value of  such
Receivables  on such date, which shall equal the  excess  of  the
(i)  estimated aggregate outstanding balance of such  Receivables
over   (ii)  an  amount  agreed  upon  by  Buyer  and  Originator
representing the uncertainty of payment and cost of  purchase  of
such   Receivables.    The   purchase   price   for   Receivables
subsequently   sold  during  any  Settlement  Period   shall   be
calculated  in  accordance  with  the  provisions  set  forth  in
Exhibit A hereto.

    (b)   On the Initial Funding Date, Buyer shall pay Originator
the  purchase  price for the Receivables sold on that  date.   On
each  Business  Day  after  the Initial  Funding  Date  on  which
Originator sells any Receivables to Buyer pursuant to  the  terms
of Section 2.1, until the termination of the purchase and sale of
Receivables under Section 6 hereof, Buyer shall pay to Originator
the  purchase  price of such Receivables (i) by  depositing  into
such  account  as Originator shall specify immediately  available
funds  from monies then held by or on behalf of Buyer  solely  to
the  extent  that such monies do not constitute Collections  that
are  required to be identified or are deemed to be  held  by  the
Collection  Agent pursuant to the Second Tier Agreement  for  the
benefit  of, or required to be distributed to, the Agent  or  the
Purchasers  pursuant to the Second Tier Agreement or required  to
be  paid to the Collection Agent as the Collection Agent Fee,  or
otherwise  necessary to pay current expenses  of  Buyer  (in  its
reasonable  discretion)  (such available monies,  the  "Available
Funds")  and  provided that Originator has paid all amounts  then
due  by  Originator hereunder or (ii) by increasing the principal
amount  owed to Originator under the promissory note (as  amended
or  modified from time to time, the "Subordinated Note") executed
and  delivered  by  Buyer to the order of Originator  as  of  the
Initial  Funding Date.  The outstanding principal amount owed  to
Originator under the

                                -2-

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Subordinated Note may be reduced  from  time
to  time as provided in Section 3.2 hereof or by payments made by
Buyer from Available Funds, provided that Originator has paid all
amounts then due by Originator hereunder.  Originator shall  make
all  appropriate record keeping entries with respect  to  amounts
due to Originator under the Subordinated Note to reflect payments
by  Buyer  thereon and increases of the principal amount thereof,
and  Originator's  books and records shall constitute  rebuttable
presumptive  evidence  of the principal  amount  of  and  accrued
interest   owed  to  Originator  under  the  Subordinated   Note.
Notwithstanding the foregoing, the Buyer shall not be allowed  to
pay  for Receivables through an increase in the Subordinated Note
if, after giving effect thereto, the outstanding principal amount
thereof  would  be  greater  than (i)  the  Eligible  Receivables
Balance    minus    (ii)   the   Aggregate    Investment    minus
(iii) $2,500,000.

Section  2.4.  No Recourse or Assumption of Obligations.   Except
as  specifically  provided in this Agreement,  the  contribution,
purchase  and sale of Receivables under this Agreement  shall  be
without recourse to Originator.  Originator and Buyer intend  the
transactions hereunder to constitute true sales of Receivables by
Originator  to  Buyer, providing Buyer with the  full  risks  and
benefits   of  ownership  of  the  Receivables  (such  that   the
Receivables would not be property of Originator's estate  in  the
event  of  Originator's bankruptcy).  If,  however,  despite  the
intention  of the parties, the conveyances provided for  in  this
Agreement  are  determined not to be "true sales" of  Receivables
from  Originator  to  Buyer, then this Agreement  shall  also  be
deemed to be a "security agreement" within the meaning of Article
9  of  the  UCC and Originator hereby grants to Buyer a "security
interest"  within the meaning of Article 9 of the UCC in  all  of
Originator's right, title and interest in and to such Receivables
(including  the  proceeds thereof), now existing  and  thereafter
created, to secure a non-recourse loan in an amount equal to  the
aggregate purchase prices therefor and each of Originator's other
payment  obligations (including the obligation to remit to  Buyer
all Collection of all Receivables) under this Agreement.

     Buyer  shall  not  have  any obligation  or  liability  with
respect to any Receivable, nor shall Buyer have any obligation or
liability  to  any  Obligor  or  other  customer  or  client   of
Originator  (including  any obligation  to  perform  any  of  the
obligations of Originator under any Receivable).

Section 3. Administration and Collection.

Section   3.1.    Originator   to  Act   as   Collection   Agent.
Notwithstanding  the  sale  of  Receivables  pursuant   to   this
Agreement,  Originator shall continue to be responsible  for  the
servicing, administration and collection of the Receivables,  all
on  the  terms set out in (and subject to any rights to terminate
Originator  as  Collection Agent pursuant  to)  the  Second  Tier
Agreement.

Section  3.2.  Deemed Collections.  If on any day the outstanding
balance  of a Receivable is reduced or cancelled as a  result  of
any defective or rejected goods or services, any cash discount or
adjustment  (including  as a result of  the  application  of  any
special  refund  or  other discounts or any reconciliation),  any
setoff or credit (whether such claim or credit arises out of  the
same,  a  related, or an unrelated transaction) or other  similar
reason not arising from the financial inability of the Obligor to
pay  undisputed indebtedness, (i) Originator shall be  deemed  to
have received on such day a Collection on such Receivable in  the
amount of such reduction or cancellation and (ii) such Receivable
shall  thereupon be, or be deemed to be reconveyed to Originator.
If  on  any day any representation, warranty, covenant  or  other
agreement of

                                -3-

<PAGE>

Originator related to a Receivable is discovered  to
have  been untrue or not satisfied as of the date such Receivable
was sold, (i) Originator shall be deemed to have received on such
day a Collection in the amount of the outstanding balance of such
Receivable  and (ii) such Receivable shall thereupon  be,  or  be
deemed to be reconveyed to Originator.  Not later than the  first
Settlement  Date  after  Originator is deemed  pursuant  to  this
Section  3.2  to have received any Collections, Originator  shall
transfer to Buyer, in immediately available funds, the amount  of
such  deemed  Collections; provided, however,  that  if  no  such
application  is  required under the Second Tier Agreement,  Buyer
and  Originator  may  agree to reduce the  outstanding  principal
amount  of the Subordinated Note in lieu of all or part  of  such
transfer.   To  the extent that Buyer subsequently  collects  any
payment  with respect to any such "receivable", Buyer  shall  pay
Originator  an  amount  equal to the amount  so  collected,  such
amount  to  be  payable not later than the first Settlement  Date
after Buyer has so collected such amount.

Section  3.3.   Application of Collections.  Any  payment  by  an
Obligor  in  respect of any indebtedness owed by it to Originator
shall,  except as otherwise specified by such Obligor  (including
by reference to a particular invoice), or required by the related
contracts  or  law,  be applied, first, as a  Collection  of  any
Receivable or Receivables then outstanding of such Obligor in the
order of the age of such Receivables, starting with the oldest of
such  Receivables, and, second, to any other indebtedness of such
Obligor to Originator.

Section  3.4.  Responsibilities of Originator.  Originator  shall
pay when due all Taxes payable in connection with the Receivables
or  their creation or satisfaction.  Originator shall perform all
of its obligations under agreements related to the Receivables to
the  same extent as if interests in the Receivables had not  been
transferred  hereunder.  The Agent's or any Purchaser's  exercise
of  any rights hereunder or under the Second Tier Agreement shall
not  relieve Originator from such obligations.  Neither the Agent
nor  any  Purchaser  shall  have any obligation  to  perform  any
obligation of Originator or any other obligation (other than  the
obligation   to   act   in  good  faith   and   with   commercial
reasonableness) or liability in connection with the Receivables.

Section 3.5.  Maintenance of Sold Interest.  If at any time on or
before  the  Liquidity Termination Date the Aggregate  Investment
plus  the Reserve Amount exceeds the Eligible Receivable Balance,
then  the  Originator shall no later than the date on  which  the
Collection Agent is obligated to deliver its next Periodic Report
as  provided in Section 3.3 of the Second Tier Agreement  pay  to
the  Buyer  an amount equal to such excess; provided that  if  no
such  application  is required under the Second  Tier  Agreement,
Buyer   and  Originator  may  agree  to  reduce  the  outstanding
principal amount of the Subordinated Note in lieu of all or  part
of such transfer.

Section 4. Representations and Warranties.

Section  4.1.   Mutual Representations and Warranties.   Each  of
Originator  and  Buyer represents and warrants to  the  other  as
follows:

          (a)    Existence and Power.  It is a corporation,  duly
     organized, validly existing and in good standing  under  the
     laws  of  its  state of incorporation and has all  corporate
     power   and   authority   and  all  governmental   licenses,
     authorizations, consents and approvals required to carry  on
     its  business in each jurisdiction in which its business  is

                                -4-

<PAGE>

     now  conducted, except where failure to obtain such license,
     authorization, consent or approval could not  reasonably  be
     expected  to  have  a material adverse  effect  on  (i)  its
     ability   to   perform  its  obligations   under,   or   the
     enforceability of, any Transaction Document to which it is a
     party,  (ii) its business or financial condition, (iii)  the
     interests  of Buyer under any Transaction Document  or  (iv)
     the enforceability or collectibility of any Receivable.

           (b)     Authorization   and  No  Contravention.    Its
     execution,  delivery  and performance  of  each  Transaction
     Document to which it is a party (i) are within its corporate
     powers,  (ii)  have been duly authorized  by  all  necessary
     corporate  action, (iii) do not contravene or  constitute  a
     default  under:  (A) any applicable law, rule or regulation,
     (B)  its  charter or by-laws or (C) any agreement, order  or
     other  instrument to which it is a party or its property  is
     subject and (iv) will not result in any Adverse Claim on any
     Receivable  or Collection or give cause for the acceleration
     of any of its indebtedness.

          (c)    No  Consent Required.  Other than the filing  of
     financing  statements  no approval, authorization  or  other
     action  by,  or filings with, any Governmental Authority  or
     other  Person is required in connection with the  execution,
     delivery  and performance by it of any Transaction  Document
     to  which  it  is  a  party or any transaction  contemplated
     thereby.

          (d)    Binding  Effect.  Each Transaction  Document  to
     which it is a party constitutes the legal, valid and binding
     obligation of such Person enforceable against such Person in
     accordance  with its terms, except as limited by bankruptcy,
     insolvency,  or  other similar laws of  general  application
     relating  to  or  affecting  the enforcement  of  creditors'
     rights  generally  and  subject  to  general  principles  of
     equity.

Section   4.2.    Additional   Representations   by   Originator.
Originator further represents and warrants to Buyer as follows:

          (a)    Perfection  of Ownership Interest.   Immediately
     preceding  its sale of Receivables to Buyer, Originator  was
     the  owner  of,  and effectively sold, such  Receivables  to
     Buyer,  free and clear of any Adverse Claim, except for  the
     interests of the Purchasers (through the Agent) therein that
     are created by the Second Tier Agreement.

          (b)   Accuracy of Information.  All written information
     furnished  by Originator in connection with any  Transaction
     Document, or any transaction contemplated thereby,  is  true
     and  accurate in all material respects as of the date it was
     dated  (and  was  not  incomplete by  omitting  to  state  a
     material  fact  necessary  to  make  such  information   not
     materially  misleading  in light of the  circumstances  when
     made).

          (c)    No Actions, Suits.  Except as disclosed  by  the
     Originator in its most recent filings with the SEC under the
     Securities Exchange Act of 1934, there are no actions, suits
     or   other   proceedings  (including  matters  relating   to
     environmental  liability) pending or threatened  against  or
     affecting Originator or any of its properties, that  (i)  is
     reasonably likely to have a material adverse effect  on  the
     financial   condition   of  the   Originator   or   on

                                -5-

<PAGE>

     the collectibility of the Receivables or (ii) seeks to challenge
     the   validity   of  Originator's  obligations   under   any
     Transaction  Document  to  which  it  is  a  party  or   any
     transaction  contemplated thereby.   Originator  is  not  in
     default of any contractual obligation or in violation of any
     order,  rule  or  regulation of any Governmental  Authority,
     which  default or violation could reasonably be expected  to
     have  a  material  adverse effect  upon  (i)  the  financial
     condition  or  the Originator or (ii) the collectibility  of
     the Receivables.

          (d)    No Material Adverse Change.  Except as disclosed
     by  the  Originator in its most recent filings with the  SEC
     under the Securities Exchange Act of 1934, there has been no
     material  adverse  change in (i) the collectibility  of  the
     Receivables  or  (ii) the Originator's financial  condition,
     business  or  operations  or  its  ability  to  perform  its
     obligations under any Transaction Document.

         (e)   Accuracy of Exhibits.  All information on Exhibits
     D  and  E  of  the  Second  Tier Agreement  (to  the  extent
     describing Originator) is true and complete, subject to  any
     changes   permitted  by,  and  notified  to  the  Agent   in
     accordance with the Second Tier Agreement.

          (f)   Sales by Originator.  Each sale by Originator  to
     Buyer  of  an  interest in Receivables  has  been  made  for
     "reasonably  equivalent value" (as  such  term  is  used  in
     Section  548  of  the Bankruptcy Code) and  not  for  or  on
     account  of  "antecedent debt" (as  such  term  is  used  in
     Section  547  of the Bankruptcy Code) owed by Originator  to
     Buyer.

          (g)    Year 2000 Problem.  Originator has reviewed  the
     areas  within  its business and operations  which  could  be
     adversely affected by, and has developed or is developing  a
     program  to  address  on  a timely  basis,  the  "Year  2000
     Problem" (that is, the risk that computer applications  used
     by   Originator  and  its  Subsidiaries  may  be  unable  to
     recognize  and  perform  properly  date-sensitive  functions
     involving  certain dates prior to and any date on  or  after
     December  31,  1999).   Based on such  review  and  program,
     Originator  believes  as of the date hereof  the  Year  2000
     Problem  will  not  have a material adverse  effect  on  the
     ability  of the Originator to perform its obligations  under
     the Transaction Documents.

Section 5. General Covenants.

Section 5.1.  Covenants.  Originator hereby covenants and  agrees
to  comply  with  the following covenants and agreements,  unless
Buyer (with the consent of the Agent) shall otherwise consent:

          (a)   Financial Reporting.  Originator will maintain  a
     system   of  accounting  established  and  administered   in
     accordance with GAAP and will furnish to Buyer:

               (i)   Within 90 days after each fiscal year of the
          Originator,  copies of the Originator's annual  audited
          financial statements (including a consolidated  balance
          sheet,  consolidated statement of income  and  retained
          earnings  and  statement of cash  flows,  with  related
          footnotes)  certified by independent  certified

                                -6-

<PAGE>

          public accountants satisfactory to the Agent and prepared
          on a consolidated basis in conformity with GAAP;

              (ii)    Within 45 days after each (except the last)
          fiscal  quarter of each fiscal year of the  Originator,
          copies   of   the   Originator's  unaudited   financial
          statements  (including at least a consolidated  balance
          sheet as of the close of such quarter and statements of
          earnings and sources and applications of funds for  the
          period  from  the beginning of the fiscal year  to  the
          close  of  such  quarter)  certified  by  a  Designated
          Financial  Officer and prepared in a manner  consistent
          with the financial statements described in part (A)  of
          clause (i) of this Section 5.1(a);

             (iii)   Promptly upon becoming available, a copy  of
          each  report or proxy statement filed by the Originator
          with  the  Securities and Exchange  Commission  or  any
          securities exchange; and

               (iv)     with  reasonable  promptness  such  other
          information  (including non-financial  information)  as
          Buyer may reasonably request.

          (b)    Notices.  Promptly and in any event within  five
     Business  Days  after  a  Designated  Financial  Officer  of
     Originator  obtains  knowledge  of  any  of  the  following,
     Originator will notify Buyer and provide a description of:

              (i)   Potential Termination Events.  The occurrence
          of any Potential Termination Event;

              (ii)   Representations and Warranties.  The failure
          of  any  representations or warranty herein to be  true
          when made in any material respect;

             (iii)   Downgrading.  The downgrading, withdrawal or
          suspension  of any rating by any rating agency  of  any
          indebtedness of the Originator;

               (iv)     Litigation.   The  institution   of   any
          litigation,   arbitration  proceeding  or  governmental
          proceeding  reasonably likely to  be  material  to  the
          Originator  or  the collectibility or  quality  of  the
          Receivables which is not referenced in the Originator's
          filings with the SEC; or

               (v)    Judgments.  The entry of  any  judgment  or
          decree  against the Originator if the aggregate  amount
          of   all   judgments  then  outstanding   against   the
          Originator exceeds $10,000,000.

          (c)   Conduct of Business.  The Originator will perform
     all  actions necessary to remain duly incorporated,  validly
     existing  and  in  good  standing  in  its  jurisdiction  of
     incorporation  and  to maintain all requisite  authority  to
     conduct  its  business  in  each jurisdiction  in  which  it
     conducts  business except where the failure to do  so  could
     not reasonably be expected to have a material adverse effect
     on  the collectibility of the Receivables.  The Agent hereby
     agrees   that  nothing  in  this  Agreement  or  any   other
     Transaction   Document  would  restrict  or   prohibit   the
     Originator's plan of merger with

                                -7-

<PAGE>

     Western Resources  pursuant to that certain Amended and Restated
     Agreement and Plan  of Merger  (Amended  Agreement) dated  as
     of  March  18,  1998 between the Originator and Western Resources;
     provided, that (i)  the  surviving corporation agrees to assume
     all  duties and  obligations of the Originator under this Agreement
     and all other Transaction Documents to which the Originator is a
     party  and  (ii)  the  surviving  corporation  executes  all
     documents and agreements reasonably necessary (including any
     UCC-1  and  UCC-3  financing  statements)  to  maintain  the
     Agent's  first priority perfected security interest  in  the
     Receivables, Related Security and Collections.

          (d)   Compliance with Laws.  The Originator will comply
     with  all  laws, regulations, judgments and other directions
     or orders imposed by any Governmental Authority to which the
     Originator  or  any  Receivable,  any  Related  Security  or
     Collection may be subject, except where the failure to do so
     could  not reasonably be expected to have a material adverse
     effect on the collectibility of the Receivables.

          (e)   Furnishing Information and Inspection of Records.
     Originator will furnish to Buyer such information concerning
     the  Receivables  as  Buyer  may reasonably  request.   With
     reasonable  notice,  Originator will  permit,  at  any  time
     during regular business hours, Buyer (or any representatives
     thereof)  (i)  to  examine and make copies of  all  Records,
     (ii)  to visit the offices and properties of Originator  for
     the  purpose of examining the Records and (iii)  to  discuss
     matters  relating hereto with any of Originator's  officers,
     directors,   employees  or  independent  public  accountants
     having  knowledge of such matters.  Once a year,  Buyer  may
     (at  the  expense of Originator) have an independent  public
     accounting firm conduct an audit of the Records or make test
     verification   of   the  Receivables  and   Collections   in
     connection  with the audit and test verifications  conducted
     on behalf of the Agent under the Second Tier Agreement.

          (f)    Keeping Records.  (i) Originator will  have  and
     maintain   (A)   administrative  and  operating   procedures
     (including  an ability to recreate Records if originals  are
     destroyed), (B) adequate facilities, personnel and equipment
     and  (C)  all  Records  and other information  necessary  or
     advisable for collecting the Receivables (including  Records
     adequate to permit the immediate identification of each  new
     Receivable and all Collections of, and adjustments to,  each
     existing  Receivable).   Originator will  give  Buyer  prior
     notice   of  any  material  change  in  such  administrative
     operating procedures.

         (ii)    Originator will, (A) at all times from and after
     the date hereof, clearly and conspicuously mark its computer
     and  master data processing books and records with a  legend
     describing  Buyer's  interest in  the  Receivables  and  the
     Collections.

          (g)    Perfection.   (i)  The Originator  will  at  its
     expense,  promptly execute and deliver all  instruments  and
     documents and take all action necessary or requested by  the
     Buyer  (including the execution and filing of  financing  or
     continuation  statements, amendments thereto or  assignments
     thereof)  to vest and maintain vested in the Buyer a  valid,
     first   priority   perfected  security   interest   in   the
     Receivables, the Collections, and proceeds thereof free  and
     clear  of  any  Adverse  Claim (and  a  perfected  ownership
     interest in the Receivables and Collections to the extent of
     the  Sold  Interest).  To the extent

                                -8-

<PAGE>

     permitted by applicable law, the Buyer will be permitted to
     sign  and  file  any continuation statements, amendments
     thereto and  assignments thereof without the Buyer's signature.

         (ii)   The Originator will not change its name, identity
     or  corporate  structure  or relocate  its  chief  executive
     office or the Records except after fifteen (15) days advance
     notice  to  the Buyer and the delivery to the Buyer  of  all
     financing   statements,  instruments  and  other   documents
     (including direction letters) requested by the Buyer.

        (iii)    The  Originator will at all times  maintain  its
     chief  executive offices within a jurisdiction  in  the  USA
     (other   than  in  the  states  of  Florida,  Maryland   and
     Tennessee)  in which Article 9 of the UCC is in effect.   If
     the  Originator  moves  its  chief  executive  office  to  a
     location  that  imposes  Taxes, fees  or  other  charges  to
     perfect the Buyer's interests hereunder the Originator  will
     pay  all  such  amounts  and any other  costs  and  expenses
     incurred  in  order  to maintain the enforceability  of  the
     Transaction  Documents, the Sold Interest and the  interests
     of  the  Buyer in the Receivables, the Related Security  and
     Collections.

         (h)   Payments on Receivables, Accounts.  The Originator
     will  at all times instruct all Obligors to deliver payments
     on  the  Receivables to a Lock-Box or to a Designated  Payee
     (as set forth in the Second Tier Agreement).  The Originator
     will  also  instruct  each  Designated  Payee  to  pay   all
     Collections  it  receives to a Collection Account.   If  any
     such  payments  or  other Collections are  received  by  the
     Originator,  it shall hold such payments in  trust  for  the
     benefit  of the Buyer and promptly (but in any event  within
     two  Business  Days after receipt) remit such funds  at  the
     direction  of  the Buyer.  The Originator  will  cause  each
     Collection  Bank to comply with the terms of each applicable
     Collection  Letter.  After the occurrence of  a  Termination
     Event,  the  Originator will not, and will  not  permit  any
     Collection  Agent or other Person to, commingle  Collections
     or other funds to which the Buyer is entitled with any other
     funds.   The Originator shall only add a Collection Bank  or
     Lock-Box  to  those listed on Exhibit F of the  Second  Tier
     Agreement if the Buyer has received notice of such addition,
     a  copy of any new Lock-Box, as applicable, Agreement and an
     executed  and  acknowledged  copy  of  a  Collection  Letter
     substantially  in the form of Exhibit G of the  Second  Tier
     Agreement (with such changes as are acceptable to the Buyer)
     from  any  new Collection Bank.  The Originator  shall  only
     terminate a Collection Bank or Lock-Box upon 30 days advance
     notice   to   the   Buyer.   If  the  long  term   unsecured
     indebtedness of the Originator is rated less than BBB by S&P
     or  Baa2  by Moody's (or either S&P or Moody's has withdrawn
     or  suspended  such rating), the Originator agrees  that  it
     will  not  access any Lock-Box without the  consent  of  the
     Buyer.

          (i)   Sales and Adverse Claims Relating to Receivables.
     Except as otherwise provided herein, the Originator will not
     (by  operation of law or otherwise) dispose of or  otherwise
     transfer,  or  create or suffer to exist any  Adverse  Claim
     upon, any Receivable or any proceeds thereof.

          (j)   Extension or Amendment of Receivables.  Except as
     otherwise  permitted in the Second Tier Agreement  and  then
     subject  to  Section 1.5 of the Second Tier  Agreement,  the
     Originator  will not extend, amend, rescind  or  cancel  any
     Receivable.

                                -9-

<PAGE>

          (k)    Performance of Duties.  Originator will  perform
     its  duties or obligations in accordance with the provisions
     of each of the Transaction Documents to which it is a party.
     Originator  (at  its  expense) will  (i)  fully  and  timely
     perform  in  all material respects all agreements,  if  any,
     required  to  be  observed  by it in  connection  with  each
     Receivable,  (ii) comply in all material respects  with  the
     Credit  and  Collection Policy, and (iii) refrain  from  any
     action  that  could  reasonably be expected  to  impair  the
     rights of Buyer in the Receivables or Collections.

Section 5.2.  Organizational Separateness.  Originator agrees not
to  take any action that would cause Buyer to violate its limited
liability company agreement or operating agreement.  Buyer agrees
to  conduct its business in a manner consistent with its  limited
liability company agreement and operating agreement.

Section 6. Termination of Purchases.

Section  6.1.  Voluntary Termination.  The purchase and  sale  of
Receivables  pursuant  to this Agreement  may  be  terminated  by
either  party,  upon at least five Business Days'  prior  written
notice to the other party.

Section  6.2.  Automatic Termination.  The purchase and  sale  of
Receivables   pursuant  to  this  Agreement  shall  automatically
terminate  upon  the  occurrence of (i) a Bankruptcy  Event  with
respect  to  Originator,  (ii)  a Trigger  Event,  or  (iii)  the
Liquidity Termination Date.

Section 7. Indemnification.

Section 7.1.  Originator's Indemnity.  Without limiting any other
rights  any  Person may have hereunder or under  applicable  law,
Originator  hereby indemnifies and holds harmless Buyer  and  its
officers,  managers, agents and employees (each  an  "Indemnified
Party")  from  and against any and all damages,  losses,  claims,
liabilities,  penalties,  Taxes, costs  and  expenses  (including
reasonable  attorneys'  fees and court costs  actually  incurred)
(all of the foregoing collectively, the "Indemnified Losses")  at
any  time imposed on or incurred by any Indemnified Party arising
out  of  or  otherwise relating to any Transaction Document,  the
transactions contemplated thereby, or any action taken or omitted
by  any of the Indemnified Parties, whether arising by reason  of
the  acts  to be performed by Originator hereunder or  otherwise,
excluding  only  Indemnified Losses ("Excluded  Losses")  to  the
extent  (a) a final judgment of a court of competent jurisdiction
holds   such  Indemnified  Losses  resulted  solely  from   gross
negligence or willful misconduct of the Indemnified Party seeking
indemnification, (b) solely due to the credit risk  or  financial
inability to pay of the Obligor and for which reimbursement would
constitute  recourse  to Originator or the Collection  Agent  for
uncollectible Receivables or (c) such Indemnified Losses  include
Taxes  on,  or measured by, the overall net income of the  Buyer.
Without  limiting the foregoing indemnification, but  subject  to
the  limitations set forth in clauses (a), (b)  and  (c)  of  the
previous  sentence, Originator shall indemnify  each  Indemnified
Party for Indemnified Losses relating to or resulting from:

          (i)    any  representation or warranty made  by  or  on
     behalf  of  Originator  under or  in  connection  with  this
     Agreement,  any Periodic Report or any other information  or

                                -10-

<PAGE>

     report  delivered by Originator pursuant to the  Transaction
     Documents, which shall have been false or incorrect  in  any
     material respect when made or deemed made;

         (ii)    the  failure by Originator to  comply  with  any
     applicable   law,  rule  or  regulation   related   to   any
     Receivable, or the nonconformity of any Receivable with  any
     such applicable law, rule or regulation;

        (iii)    the  failure of Originator to vest and  maintain
     vested  in Buyer, a perfected ownership or security interest
     in  the Receivables and the other property conveyed pursuant
     hereto, free and clear of any Adverse Claim;

         (iv)    any  commingling  of funds  to  which  Buyer  is
     entitled hereunder with any other funds;

          (v)   any failure of a Lock-Box Bank to comply with the
     terms of the applicable Lock-Box Letter;

         (vi)   any dispute, claim, offset or defense (other than
     discharge   in  bankruptcy  of  the  Obligor  or   financial
     inability  of  the  Obligor to pay) of the  Obligor  to  the
     payment of any Receivable, or any other claim resulting from
     the  rendering of services related to such Receivable or the
     furnishing or failure to furnish any such services or  other
     similar  claim  or  defense not arising from  the  financial
     inability of any Obligor to pay undisputed indebtedness;

       (vii)   any failure of Originator to perform its duties or
     obligations  in  accordance  with  the  provisions  of  this
     Agreement  or  any  other  Transaction  Document  to   which
     Originator is a party; or

        (viii)    any  environmental  liability  claim,  products
     liability  claim or personal injury or property damage  suit
     or  other  similar  or related claim or action  of  whatever
     sort, arising out of or in connection with any Receivable or
     any other suit, claim or action of whatever sort relating to
     any   of  Originator's  obligations  under  the  Transaction
     Documents.

Section  7.2.   Indemnification  Due  to  Failure  to  Consummate
Purchase.  Originator will indemnify Buyer on demand and hold  it
harmless   against  all  costs  (including,  without  limitation,
breakage costs) and expenses incurred by Buyer resulting from any
failure  by Originator to consummate a purchase after  Buyer  has
requested  a  transfer  of  the  applicable  Receivables  to  the
Purchasers under the terms of the Second Tier Agreement.

Section  7.3.   Other  Costs.   If  Buyer  becomes  obligated  to
compensate the Purchasers under the Second Tier Agreement or  any
other  Transaction Document for any costs or indemnities pursuant
to  any  provision  of  the Second Tier Agreement  or  any  other
Transaction  Document, which obligation is triggered directly  or
indirectly  by  Originator's failure to perform  any  obligations
hereunder, then Originator shall, on demand, reimburse Buyer  for
the amount of any compensation.

                                -11-

<PAGE>

Section 8. Miscellaneous.

Section  8.1.   Amendments, Waivers, etc.  No amendment  of  this
Agreement  or  waiver of any provision hereof or consent  to  any
departure  by  either party therefrom shall be effective  without
the  written consent of the party that is sought to be bound. Any
such  waiver  or consent shall be effective only in the  specific
instance  given. No failure or delay on the part of either  party
to  exercise,  and  no delay in exercising, any  right  hereunder
shall  operate  as  a  waiver thereof; nor shall  any  single  or
partial  exercise of any right hereunder preclude  any  other  or
further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of  any
remedies  provided by law. Originator agrees that the  Purchasers
may rely upon the terms of this Agreement, and that the terms  of
this  Agreement  may not be amended, nor any material  waiver  of
those  terms  be  granted,  without the  consent  of  the  Agent;
provided that Originator and Buyer may agree to an adjustment  of
the  purchase price for any Receivable without the consent of the
Agent provided that any such adjustment shall be prospective only
and the purchase price paid for any Receivable shall be an amount
not  less than adequate consideration that represents fair  value
for such Receivable.

Section  8.2.   Assignment  of  Receivables  Purchase  Agreement.
Originator hereby acknowledges that on the date hereof Buyer  has
assigned  all of its right, title and interest in, to  and  under
this  Agreement  to the Agent for the benefit of  the  Purchasers
pursuant to the Second Tier Agreement and that the Agent and  the
Purchasers  are  third  party  beneficiaries  hereof.  Originator
hereby  further acknowledges that after the occurrence and during
the  continuation of a Termination Event all provisions  of  this
Agreement  shall  inure  to the benefit  of  the  Agent  and  the
Purchasers, including the enforcement of any provision hereof  to
the  extent  set  forth in the Second Tier  Agreement,  but  that
neither the Agent nor any Purchaser shall have any obligations or
duties  under  this  Agreement. No  purchases  shall  take  place
hereunder at any time that the Buyer has ceased to sell  Purchase
Interests  under  the Second Tier Agreement.   Originator  hereby
further  acknowledges that the execution and performance of  this
Agreement  are  conditions  precedent  for  the  Agent  and   the
Purchasers to enter into the Second Tier Agreement and  that  the
agreement  of the Agent and Purchasers to enter into  the  Second
Tier  Agreements  will directly or indirectly benefit  Originator
and  constitutes good and valuable consideration for  the  rights
and remedies of the Agent and each Purchaser with respect hereto.

Section 8.3.   Binding Effect; Assignment.  This Agreement  shall
be  binding  upon and inure to the benefit of the parties  hereto
and  their respective successors and assigns and shall  also,  to
the  extent provided herein, inure to the benefit of the  parties
to  the  Second  Tier  Agreement.  Originator  acknowledges  that
Buyer's  rights  under this Agreement are being assigned  to  the
Agent  under  the  Second Tier Agreement  and  consents  to  such
assignment  and to the exercise of those rights directly  by  the
Agent, to the extent permitted by the Second Tier Agreement.

Section 8.4.  Survival.  The rights and remedies with respect  to
any  breach of any representation and warranty made by Originator
or Buyer pursuant to Section 4 and the indemnification provisions
of Section 7 shall survive any termination of this Agreement.

Section  8.5.   Costs, Expenses and Taxes.  In  addition  to  the
obligations  of  Originator under Section 7,  each  party  hereto
agrees  to  pay within 30 days of demand all costs  and  expenses

                                -12-

<PAGE>

incurred  by the other party and its assigns (other than Excluded
Losses)  in connection with the enforcement of, or any actual  or
claimed breach of, this Agreement, including the reasonable  fees
and  expenses  of  counsel  to any of such  Persons  incurred  in
connection with any of the foregoing or in advising such  Persons
as  to  their respective rights and remedies under this Agreement
in  connection with any of the foregoing. Originator also  agrees
to  pay  on demand all stamp and other taxes and fees payable  or
determined  to  be  payable  in connection  with  the  execution,
delivery, filing, and recording of this Agreement.

Section  8.6.   Execution  in  Counterparts;  Integration.   This
Agreement  may be executed in any number of counterparts  and  by
the  different  parties in separate counterparts, each  of  which
when  so  executed shall be deemed to be an original and  all  of
which  when  taken  together shall constitute one  and  the  same
Agreement.

Section  8.7.   Governing Law; Submission to Jurisdiction.   This
Agreement shall be governed by, and construed in accordance with,
the internal laws (and not the law of conflicts) of the State  of
Illinois.    Originator  hereby  submits  to   the   nonexclusive
jurisdiction of the United States District Court for the Northern
District  of Illinois and of any Illinois state court sitting  in
Chicago for purposes of all legal proceedings arising out of,  or
relating  to,  the  Transaction  Documents  or  the  transactions
contemplated thereby.  Originator hereby irrevocably  waives,  to
the fullest extent permitted by law, any objection it may now  or
hereafter have to the venue of any such proceeding and any  claim
that  any  such  proceeding has been brought in  an  inconvenient
forum.   Nothing in this Section 8.7 shall affect  the  right  of
Buyer to bring any action or proceeding against Originator or its
property in the courts of other jurisdictions.

Section 8.8.  No Proceedings.  Originator agrees, for the benefit
of  the  parties to the Second Tier Agreement, that it  will  not
institute  against Buyer, or join any other Person in instituting
against  Buyer,  any  proceeding of a type  referred  to  in  the
definition of Bankruptcy Event until one year and one  day  after
no investment, loan or commitment is outstanding under the Second
Tier  Agreement.  In addition, all amounts payable  by  Buyer  to
Originator  pursuant to this Agreement shall  be  payable  solely
from  funds available for that purpose (after Buyer has satisfied
all  obligations  then  due  and  owing  under  the  Second  Tier
Agreement).

Section  8.9.    Loans by Buyer to Originator.   Buyer  may  make
loans  to Originator from time to time if so agreed between  such
parties and to the extent that Buyer has funds available for that
purpose after satisfying its obligations under this Agreement and
the  Second  Tier Agreement. Any such loan shall be payable  upon
demand  (and  may be prepaid with penalty or premium)  and  shall
bear  interest  at such rate as Buyer and Originator  shall  from
time to time agree.

Section  8.10. Notices.  Unless otherwise specified, all  notices
and other communications hereunder shall be in writing (including
by  telecopier or other facsimile communication),  given  to  the
appropriate Person at its address or telecopy number set forth in
the  Second  Tier Agreement or at such other address or  telecopy
number as such Person may specify, and effective when received at
the address specified by such Person.

                                -13-

<PAGE>

Section 8.11.  Entire Agreement.  This Agreement constitutes  the
entire  understanding  of  the  parties  thereto  concerning  the
subject   matter   thereof.   Any  previous  or   contemporaneous
agreements, whether written or oral, concerning such matters  are
superseded thereby.

                                -14-

<PAGE>

     In  Witness Whereof, the parties have caused this  Agreement
to  be  executed  by  their  respective officers  thereunto  duly
authorized, as of the date first above written.

                                Kansas City Power & Light
                                  Company, as Originator

                                By  /s/Marcus Jackson
                                  Name: Marcus Jackson
                                  Title:  Executive Vice President &
                                          Chief Financial Officer


                                Kansas City Power & Light
                                  Receivables Company, as Buyer

                                By  /s/Andrea F. Bielsker
                                  Name: Andrea F. Bielsker
                                  Title:  President

                                -15-

<PAGE>

                            Exhibit A

                         Purchase Price

     All  capitalized  terms  used, and  not  otherwise  defined,
herein  have  the  meanings  set forth  for  such  terms  in  the
Receivables  Sale Agreement dated as of October  29,  1999  among
Kansas City Power & Light Receivables Company ("Seller"), as  the
Seller,  Kansas City Power & Light Receivables Company  ("KCPL"),
as  the  Initial  Collection Agent, ABN AMRO Bank  N.V.,  as  the
Agent, the Liquidity Providers party thereto, ABN AMRO Bank N.V.,
as  the  Enhancer, and Amsterdam Funding Corporation or,  if  not
defined therein, in the Purchase and Sale Agreement dated  as  of
October  29, 1999 between KCPL, as the Originator ("Originator"),
and Seller, as the Buyer ("Buyer").

     The  purchase price applicable to the Receivables  purchased
on  any  day  after  the  Initial  Funding  Date  by  Buyer  from
Originator   shall  be  equal  to  99.25%  times  the   aggregate
outstanding balance of such Receivables.  The foregoing  purchase
price  was  calculated to yield to the Buyer a reasonable  profit
return  on  its equity and was calculated assuming,  among  other
things,  that charge-offs of Receivables in any year will average
approximately  one-half  of one percent  (0.5%)  of  the  average
outstanding  balance  of the Receivables and  that  LIBOR  (which
represents the index for the Buyer's cost of funds) would average
approximately  6%.   If the Originator or Buyer  determines  that
charge-offs in any twelve-month period have exceeded one  percent
(1.0%)  of the average outstanding balance of Receivables  during
such  period, or if LIBOR subsequently rises above 7.5% or  falls
below  4.5%, then the Originator and the Buyer agree to negotiate
in  good faith to re-set the purchase price percentage so  as  to
reflect in an equitable manner the impact of such revised charge-
off  ratio  or  revised cost of funds on the Buyer's  anticipated
equity  return.  Any such change in the purchase price percentage
shall not take effect unless and until both parties agree to such
adjustment.  In the event that (i) the purchase price is adjusted
due  to  increased charge-offs and average charge-off  experience
over  a  twelve-month period subsequently reduces to one-half  of
one  percent,  (ii)  the purchase price is  adjusted  due  to  an
increase in LIBOR and LIBOR subsequently reduces below 6.5% for a
three-month  consecutive period or (iii) the  purchase  price  is
adjusted  due  to  a  decrease in LIBOR  and  LIBOR  subsequently
increases above 5.5% for the three-month consecutive period  then
the  Originator and Buyer may subsequently agree to readjust  the
purchase  price  percentage as set forth  above  to  reflect  the
equitable impact of such changes.  All purchase price adjustments
pursuant  to  the foregoing provisions shall be prospective  only
and  shall not operate to adjust retroactively the purchase price
previously paid for any Receivables.