ex10_1-23.htm


    Exhibit
10.1.23

    


    


    


    


    


    


    August 5,
2008

    


    


    


    Mr.
William Downey

    President
and Chief Operating Officer

    Great
Plains Energy

    1201
Walnut – 21st
Floor

    Kansas
City, Missouri 64106

    


    Dear
Bill:

    


    We are
pleased to be able to offer to you an enhanced supplemental retirement benefit
and certain severance benefits in order to encourage you to remain in your
leadership role with Great Plains Energy.

     

    You will
receive a $700,000 lump sum payment upon your separation from service1 from Great Plains Energy provided
(i) that you remain with us until your 65th
birthday and (ii) at all times have been in good standing with the restricted
covenants set forth in your current Change in Control Severance Agreement with
Great Plains Energy dated September 9, 2006 (the "CIC Agreement").  If
before you reach age 65 you die or become disabled, we will still pay to you
this enhanced supplement retirement benefit upon your separation from service,
however, the amount of this payment will be reduced proportionately based upon
the amount of time you were actively employed from the date of this letter to
your 65th
birthday.

     

    If (i) we
terminate your employment before your 65th
birthday (other than for "Cause" as defined in the CIC Agreement) or (ii) you
terminate your employment for “Good Reason” as defined in the CIC Agreement
before your 65th
birthday, you will be entitled to receive the entire above-mentioned $700,000
payment within thirty days of your separation from service and, in addition, we
will make those payments and provide those benefits that you would be entitled
to receive under the CIC Agreement if we had terminated your employment other
than for Cause during the "Pre-CIC Protected Period" or the "Post-Effective
Period," as such terms are defined in your CIC
Agreement.  Notwithstanding the above, in no event shall (i) the
change in your position from Chief Executive Officer and President of KCP&L
to Chief Operating Officer and President of KCP&L, such change occurring
contemporaneously with our Board's approval of this letter or (ii) any related
change in duties or reporting requirements associated with such new position,
constitute "Good Reason" for purposes of this letter and agreement.

     

    Please
note, however, that if Great Plains Energy experiences a “Change in Control,” as
defined in the CIC Agreement, and during either the Pre-CIC Protected Period or
the Post-Effective Period we terminate your employment other than for Cause or
you terminate your employment for Good Reason, you will receive the $700,000
lump sum payment within thirty days of your separation from service, and those
payments and benefits you are entitled to under the CIC
Agreement.  You will not be entitled to receive duplicative severance
benefits pursuant to this letter and the CIC Agreement.  Moreover, the
$700,000 supplement retirement payment will not be taken into account for
purposes of calculating payment and benefit amounts under your CIC Agreement (or
the equivalent severance benefits under this agreement if we terminate your
employment without Cause before your 65th
birthday), nor will such $700,000 payment be taken into account for purposes of
calculating benefits under our Supplemental Executive Retirement Plan in respect
of our defined benefit pension plan.

     

    We are
glad to be in a position to be able to offer you the foregoing
benefits.  If there are questions or other issues needing
clarification, please let me know.

     

    Sincerely,

    


    


    /s/ Mike
Chesser

    Mike
Chesser

     

    


    

      

    

     

      1  If
you are a "specified employee" under Internal Revenue Code Section 409A at the
time of your separation from service, any lump sum payment you are entitled to
receive under this letter upon and on account of your separation from service
will be paid on the first day after six full months after your
separation.