ex10_35.htm



Exhibit 10.35







Compensation Arrangements with Directors







Following is a description of our current compensatory arrangements with our directors as of January 1, 2011.







Non-employee directors receive an annual retainer of $90,000 ($55,000 of which is paid through the Long-Term Incentive Plan in common stock or, at the election of the director, Director Deferred Share Units) for service as directors of Great Plains Energy and, as applicable, its public utility subsidiaries.  The 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 $1,500 for each Board meeting and $1,500 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.







The Company offers life and medical insurance coverage for our non-employee directors who were first elected prior to 2007.  The total premium paid by the Company for this coverage in 2010 was $46,588.  The Company pays or reimburses directors for travel, lodging and related expenses they incur in attending Board and committee meetings.  The Company paid in certain years prior to 2010, and may pay in future years, the expenses incurred by directors’ spouses in accompanying the directors to one Board meeting a year.  The Company 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 the Company’s strategic giving priorities and are located in its generation and service communities.







Compensation Arrangements with Named Executive Officers







On February 8, 2011, the independent members of the Great Plains Energy Board of Directors, upon recommendations of its Compensation and Development Committee, approved the following annual base salaries for the principal executive officer, principal financial officer and certain other executive officers of Great Plains Energy for services rendered in all capacities to Great Plains Energy and its subsidiaries, including Kansas City Power & Light Company, effective as of January 1, 2011:








	
Name

	
2011 Base Salary


	
Michael J. Chesser


Chairman of the Board and Chief Executive Officer - Great Plains Energy, Kansas City Power & Light Company (“KCP&L”) and KCP&L Greater Missouri Operations Company (“GMO”)

	
$800,000


	
Terry Bassham


Executive Vice President – Utility Operations – KCP&L and GMO

	
$430,000


	
James C. Shay


Senior Vice President, Finance and Strategic Planning and CFO, Great Plains Energy, KCP&L and GMO

	
$375,000


	
William H. Downey


President and Chief Operating Officer – Great Plains Energy, KCP&L and GMO

	
$510,000


	
Michael L. Deggendorf


Senior Vice President – Delivery, KCP&L and GMO

	
$260,000


	
Scott H. Heidtbrink


Senior Vice President – Supply of KCP&L and GMO

	
$315,000
















  





  











  








Mr. Marshall, who was a named executive officer in the 2010 proxy statement, retired effective as of July 31, 2010.







The Company also pays or reimburses the executive officers named above for certain other items, which could include: employer match of contributions to our 401(k) plans (which are contributed to the maximum extent permitted by law to the 401(k), with any excess contributed to the officers’ accounts in the non-qualified deferred compensation plan); flexible benefits and other health and welfare plan benefits; car allowances; club memberships; executive financial planning services; parking; spouse travel; personal use of company tickets; matched charitable donations; and executive health physicals.