ex10_1.htm


    



    Exhibit
10.1

    


    INDEMNIFICATION
AGREEMENT

    


    This Agreement is made as of the _____
day of _____________, 200___, by and between Great Plains Energy Incorporated, a
Missouri corporation (the "Company"), and ____________________
("Indemnitee"), a Director or Officer of the Company.

    


    WHEREAS, it is essential to the Company
to retain and attract as Directors and Officers the most capable persons
available;

    


    WHEREAS, it is now and always has been
the express policy of the Company to indemnify its Directors and Officers so as
to provide them with the maximum possible protection permitted by
law;

    


    WHEREAS, Indemnitee does not regard the
protec­tion available under the Company's Articles of Incorporation and
by-laws as adequate in the present circumstances, and may not be willing to
serve as a Director or Officer without adequate protection, and the Company
desires Indemnitee to serve in such capacity;

    


    NOW, THEREFORE, in consideration of the
premis­es and of Indemnitee serving the Company directly or, at its request,
another enterprise, and intending to be legally bound hereby, the parties hereto
agree as fol­lows:

    


    1.           Certain
Definitions:

    


    
      	
               
      

            	
              (a)

            	
              Beneficial
      Owner: shall have the meaning set forth in Rule 13d-3 under the
      Exchange Act.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Change in
      Control:  shall be deemed to have occurred
      if:

            


    

    


    
      	
               
      

            	
                (1)  any
      Person is or be­comes the Benefi­cial Owner, directly or
      indi­rectly, of securi­ties of the Company (not
      in­clud­ing in the secu­rities bene­fi­cially owned by
      such Person any securities acquired directly from the Com­pany or its
      affili­ates other than in connection with the acqui­sition by the
      Company or its affili­ates of a busi­ness)
      rep­re­sent­ing 20% or more of either the then outstanding
      shares of common stock of the Company or the com­bined vot­ing
      power of the Company's then out­standing securi­ties;
      or

            


    

    


    
      	
               
      

            	
               (2)  the
      following individuals cease for any reason to constitute a ma­jority
      of the number of directors then serving: indi­viduals who, on the date
      hereof, constitute the Board and any new director (other than a
      direc­tor whose initial assumption of office is in con­nection
      with an actual or threatened elec­tion contest, including but not
      limited to a consent solicitation, relating to the election of
      di­rectors of the Company, as such terms are used in Rule 14a-11 of
      Regulation 14A

            


    

    
1

    
      
        

      



    under the
Exchange Act) whose ap­point­ment or 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 di­rectors on the date hereof or whose
appoint­ment, elec­tion or nomi­nation for elec­tion was
previously so approved; or

    


    
      	
               
      

            	
                (3)  the
      occurrence of, or the stock­holders of the Company approve, a merger,
      consolidation, reorganization or similar corporate transaction of the
      Company, whether or not the Company is the surviving corporation in such
      transaction, or the stockholders of the Company approve the issuance of
      voting securities of the Company in connection with a merger,
      consoli­dation, reorganization or similar corporate transaction of the
      Company (or any direct or indi­rect subsidiary of the Company)
      pursuant to applicable stock exchange require­ments, other than (i) a
      merger, consolida­tion, reorganization or similar corporate
      transaction which would result in the voting securi­ties of the
      Company outstanding immedi­ately prior to such merger, consolidation,
      reorganization or similar corporate transaction continuing to represent
      (either by remaining outstand­ing or by being converted into voting
      securi­ties of the surviving entity or any par­ent thereof), in
      combination with the owner­ship of any trustee or other fiduciary
      holding secu­ri­ties under an employee benefit plan of the
      Company, at least 60% of the com­bined vot­ing power of the voting
      securities of the Com­pany or such surviving entity or any parent
      thereof outstanding immediately after such merger, consolidation,
      reorganization or similar corporate transaction, or (ii) a merger,
      consolida­tion, reorganization or similar corporate transaction
      effected to implement a re­cap­i­talization of the Company (or
      similar trans­ac­tion) in which no Person is or becomes the
      Beneficial Owner, directly or indirectly, of securities of the Company
      (not including in the securities Beneficially Owned by such Per­son
      any securi­ties acquired directly from the Com­pa­ny or its
      affiliates other than in con­nec­tion with the acquisition by the
      Com­pany or its affiliates of a business) repre­senting 20% or
      more of ei­ther the then out­standing shares of common stock of
      the Company or the combined voting power of the Company's then outstanding
      securi­ties; or

            


    

    


    
      	
               
      

            	
              (4)
      the occurrence of, or the stockholders of the Company ap­prove a plan
      of, a complete liquidation or dis­so­lution of the Company or an
      agreement for the sale or dispo­sition by the Company of all or
      substantially all of the Company's assets, other than a sale or
      dispo­sition by the Company of all or substan­tially all of the
      Company's assets to an enti­ty, at least 60% of the com­bined
      voting power of the voting securities of which are owned by Persons in
      substantially the same proportions as their ownership of the Company
      immediately prior to such sale.

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the forego­ing, no "Change in Con­trol" shall be deemed to have
      occurred if there is consum­mat­ed any trans­ac­tion or
      series of integrated transactions immedi­ately follow­ing which
      the record holders of the com­mon stock of the Company
      immedi­ately prior to such trans­ac­tion or series of
      trans­ac­tions

            


    

    


     

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    contin­ue
to have substan­tially the
same propor­tion­ate owner­ship in an entity which owns all or
sub­stan­tial­ly all of the assets of the Company immedi­ately
following such transaction or se­ries of transac­tions.

    


    
      	
               
      

            	
              (c)

            	
              Claim:  any
      threatened, pending or com­pleted action, suit or proceeding, or any
      in­quiry or inves­tiga­tion, whether instituted by the
      Compa­ny or any other party, that Indemnitee in good faith believes
      might lead to the insti­tution of any such action, suit or
      proceed­ing, whether civil, criminal, admin­istrative,
      inves­tiga­tive or other.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Exchange
      Act:  shall mean the Securities Ex­change Act of
      l934, as amended from time to time.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Expenses:  include
      attorneys' fees and all other costs, expenses and obliga­tions paid or
      incurred in connection with in­vestigat­ing, defending, being a
      witness in or partici­pating in (including on appeal), or
      prepar­ing to de­fend, be a witness in or partic­ipate in any
      Claim relating to any Indemnifiable
Event.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Indemnifiable
      Event:  any event or occur­rence related to the fact
      that Indem­nitee is or was a director, officer, em­ployee, agent
      or fiduciary of the Company, or is or was serv­ing at the request of
      the Company as a direc­tor, officer, employee, trustee, agent or
      fidu­ciary of anoth­er corporation, partnership, joint venture,
      employee benefit plan, trust or other enter­prise, or by reason of
      anything done or not done by Indemnitee in any such
      capaci­ty.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Independent Legal
      Counsel:  an attor­ney or firm of attorneys, selected
      in accordance with the provi­sions of Section 3, who shall not have
      other­wise per­formed servic­es for the Company or
      Indemni­tee within the last three years (oth­er than with
      re­spect to matters concern­ing the rights of Indemni­tee
      under this Agreement, or of other indemnitees under similar indemnity
      agree­ments).

            


    

    


    
      	
               
      

            	
              (h)

            	
              Person: shall
      have the meaning given in Sec­tion 3(a)(9) of the Exchange Act, as
      modi­fied and used in Sections 13(d) and 14(d) thereof, ex­cept
      that such term shall not in­clude (i) the Company or any of its
      affili­ates (as defined in Rule 12b-2 promulgated under the Exchange
      Act), (ii) a trust­ee or other fidu­cia­ry hold­ing
      secu­ri­ties under an employ­ee benefit plan of the Company or
      any of its affiliates, (iii) an under­writer tempo­rarily
      hold­ing secu­rities pursuant to an offering of such
      secu­ri­ties, or (iv) a corporation owned, directly or
      indi­rect­ly, by the stock­holders of the Compa­ny in
      sub­stan­tially the same propor­tions as their owner­ship
      of stock of the Company.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Potential Change in
      Control:  shall be deemed to have occurred
      if:

            


    

    


    
      	
               
      

            	
              (1)  the
      Company enters into an agreement, the consumma­tion of which would
      result in the oc­currence of a Change in
  Con­trol;

            


    

    


     

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              (2)  the
      Company or any Person pub­licly an­nounces an intention to take or
      to consider taking ac­tions which, if consummated, would constitute a
      Change in Control;

            


    

    


    
      	
               
      

            	
              (3)  any
      Person becomes the Bene­fi­cial Owner, di­rectly or
      indirectly, of secu­ri­ties of the Company repre­senting 10%
      or more of ei­ther the then outstanding shares of common stock of the
      Company or the com­bined vot­ing power of the Company's then
      out­standing securi­ties;
or

            


    

    


    
      	
               
      

            	
              (4)  the
      Board adopts a resolution to the effect that, for purposes of this
      Agree­ment, a Potential Change in Control has
      oc­curred.

            


    

    


    
      	
               
      

            	
              (j)

            	
              Reviewing
      Party:  any appropriate person or body consisting of a
      member or mem­bers of the Company's Board of Directors or any other
      per­son or body appointed by the Board who is not a party to the
      particu­lar Claim for which ­Indem­nitee is seeking
      indemnifica­tion, or Inde­pen­dent Legal
      Coun­sel.

            


    

    


    2.                      Basic Indemnification
Arrange­ment.  (a) In the event Indemnitee was, is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, a Claim by reason of (or
arising in part out of) an Indemnifiable Event, the Company shall indem­nify
Indemni­tee to the fullest extent permitted by law as soon as practicable
but in any event no later than thirty days after written demand is presented to
the Company, against any and all Expens­es, judgments, fines, penalties and
amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connec­tion with or in respect of such Expenses,
judg­ments, fines, penalties or amounts paid in settlement) of such
Claim.  If so requested by Indemnitee, the Company shall advance
(within two busi­ness days of such request) any and all Expenses to
Indem­nitee (an "Expense Ad­vance").

    


    (b)  Notwithstanding the
foregoing, (i) the obliga­tions of the Company under Section 2(a) shall be
subject to the condition that the Reviewing Party shall not have deter­mined
(in a written opinion, in any case in which the Independent Legal Counsel
referred to in Sec­tion 3 hereof is involved) that Indemnitee would not be
permit­ted to be indemnified under applicable law, and (ii) the obligation
of the Company to make an Expense Advance pursuant to Section 2(a) shall be
subject to the condi­tion that, if, when and to the extent that the
Reviewing Party deter­mines that Indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed
by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid; provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to
secure a determi­nation that Indemnitee should be indemni­fied under
appli­cable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law shall
not be binding and Indemnitee shall not be required to reimburse the Company for
any Expense Advance until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed).  If there has not been a Change in Control, the Reviewing
Party shall be selected by the Board of Direc­tors, and if there has been
such a Change in Control (other than a Change in Control which

    


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    has been
approved by a majority of the Company's Board of Directors who were directors
immediately prior to such Change in Con­trol), the Review­ing Party
shall be the Independent Legal Counsel referred to in Section 3
hereof.  If there has been no determina­tion by the Reviewing
Party or if the Reviewing Party determines that Indemnitee substantively would
not be permitted to be indemnified in whole or in part under applicable law,
Indemnitee shall have the right to com­mence litigation in any court in the
State of Missouri having subject matter juris­dic­tion there­of and
in which venue is proper seeking an initial deter­mi­nation by the court
or challenging any such deter­mina­tion by the Reviewing Party or any
aspect thereof, in­cluding the legal or factual bases therefor, and the
Company hereby consents to service of process and to appear in any such
proceeding. Any determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and Indemnitee.

    


    (c)           The
Company and Indemnitee agree that this indemnification arrangement is based upon
the statutory authorization in the Missouri General and Business Corporation
Law, §351.355, and in particular subparts 6 and 7 thereof, by virtue of the
provisions in Article Thirteenth of the Company’s Articles of Incorporation
dated February 26, 2001. No provision of this Agreement shall permit the
Company to indemnify Indemnitee from or on account of Indemnitee’s conduct which
is finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct.

    


    3.                      Change in
Control.  The Company agrees that if there is a Change in
Control of the Compa­ny (other than a Change in Control which has been
ap­proved by a majority of the Company's Board of Directors who were
directors immediately prior to such Change in Con­trol) then with respect to
all matters thereafter arising concerning the rights of Indemnitee to indemnity
payments and Expense Advances under this Agreement or any other agreement or
Company By-law now or hereafter in effect relating to Claims for Indemnifiable
Events, the Company shall seek legal advice only from Independent Legal Counsel
selected by Indemnitee and approved by the Compa­ny (which approval shall
not be unreasonably with­held).  Such counsel, among other things,
shall render its writ­ten opinion to the Company and Indemnitee as to
whether and to what extent the Indemnitee would be per­mitted to be
indemnified under applicable law.  The Company agrees to pay the
reasonable fees of the Indepen­dent Legal Counsel referred to above and to
fully indem­nify such counsel against any and all expenses (including
attorneys' fees), claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.

    


    4.                      Establishment of
Trust.  In the event of a Poten­tial Change in Control, the
Company shall, upon written request by Indemnitee, create a trust for the
benefit of Indemnitee and from time to time upon written request of Indemnitee
shall fund such trust in an amount sufficient to satisfy any and all Expenses
reasonably anticipated at the time of each such request to be in­curred in
connec­tion with investigating, preparing for and defending any Claim
relating to an Indemnifiable Event, and any and all judgments, fines, penalties
and settlement amounts of any and all Claims relating to an Indemnifiable Event
from time to time actually paid or claimed, reasonably antici­pated or
proposed to be paid, provided that in no event shall more than $1 million be
re­quired to be deposited in any trust created hereunder in excess of
amounts deposited in respect of reasonably anticipated Expenses.  The
amount or amounts to be depos­ited in the

    


     

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    trust
pursuant to the foregoing funding obligation shall be determined by the
Reviewing Party, in any case in which the Independent Legal Counsel referred to
above is involved.  The terms of the trust shall provide that upon a
Change in Control (i) the trust shall not be revoked or the principal thereof
invaded, without the written con­sent of the Indemnitee, (ii) the trustee
shall advance, within two business days of a request by the Indemnitee, any and
all Expenses to the Indemnitee (and the Indemni­tee hereby agrees to
reimburse the trust under the cir­cumstances under which the Indemnitee
would be required to reimburse the Company under Section 2(b) of this
Agreement), (iii) the trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above, (iv) the trustee shall
promptly pay to Indemnitee all amounts for which Indemni­tee shall be
entitled to indem­nification pursuant to this Agreement or otherwise, and
(v) all unexpended funds in such trust shall revert to the Company upon a final
determination by the Reviewing Party or a court of compe­tent jurisdiction,
as the case may be, that Indemnitee has been fully indemnified under the terms
of this Agree­ment.  The trustee shall be chosen by
Indemnitee.  Noth­ing in this Section 4 shall relieve the Company
of any of its obligations under this Agree­ment.

    


    5.                      Indemnification for
Additional Ex­penses.  The Compa­ny shall indemnify
Indemnitee against any and all expens­es (including attorneys' fees) and, if
request­ed by Indemnitee, shall (within two business days of such request)
advance such expenses to Indemnitee, which are incurred by Indemnitee in
connection with any action brought by Indemnitee for (i) indemnification or
advance payment of Expenses by the Company under this Agreement or any other
agreement or Company By-law now or hereaf­ter in effect relating to Claims
for Indemnifiable Events and/or (ii) recovery under any directors' and officers'
liability insurance policies maintained by the Company, regardless of whether
Indemni­tee ultimately is determined to be entitled to such indemnification,
­ad­vance expense payment or insurance recovery, as the case may
be.

    


    6.                      Partial Indemnity,
Etc.  If Indemnitee is entitled under any provision of this
Agreement to indem­nification by the Company for some or a portion of the
Expenses, judgments, fines, penalties and amounts paid in settle­ment of a
Claim but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.  Moreover, notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits or
otherwise in defense of any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein, including
dismissal without prejudice, Indemni­tee shall be indemnified against all
Expenses incurred in connection therewith.

    


    7.                      Presumption;
Burden of
Proof.  Upon making any demand for indemnification under this
Agreement, Indemnitee shall be presumed to be entitled to such
indemnification.  In connection with any deter­mina­tion by
the Reviewing Party or other­wise as to wheth­er Indemnitee is entitled
to be indemni­fied hereun­der the burden of proof shall be on the
Compa­ny to estab­lish by clear and convincing evidence that Indemnitee
is not so entitled.

    


    8.                      Effect of Certain
Proceedings, Etc.  For purposes of this Agree­ment, the
termination of any claim, action, suit or proceeding, by judgment, order,
settlement (whether with

    


     

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    or
without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a pre­sumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not per­mitted by applicable
law.  In addition, neither the failure of the Reviewing Party to have
made a determina­tion as to whether Indemnitee has met any particular
standard of conduct or had any particular belief, nor an actual determination by
the Reviewing Party that Indemni­tee has not met such standard of conduct or
did not have such belief, prior to the commencement of legal proceed­ings by
Indemnitee to secure a judicial determination that Indemnitee should be
indemnified under applicable law shall be a defense to Indemnitee's claim or
create a presumption that Indemnitee has not met any particular standard of
conduct or did not have any particular be­lief.

    


    9.                      Nonexclusivity,
Etc.  The rights of the Indem­nitee hereunder shall be in
addition to any other rights Indem­nitee may have under the Company's
By-laws or the Missouri General and Business Corporation Law or
other­wise.  To the extent that a change in the Missouri
Gener­al and Business Corporation Law (whether by statute or judicial
deci­sion) per­mits greater indemni­fi­cation by agreement than
would be af­forded currently under the Company's By-laws and this
Agree­ment, it is the intent of the parties hereto that Indem­nitee
shall enjoy by this Agreement the greater benefits so afforded by such
change.

    


    10.                      Liability
Insurance.  To the extent the Compa­ny maintains an
insurance policy or policies provid­ing directors' and officers' liability
insurance, Indem­nitee shall be covered by such policy or policies, in
accor­dance with its or their terms, to the maximum extent of the coverage
available for any Company director or offi­cer.

    


    11.                      Period of
Limitations.  No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against
Indem­nitee, Indemnitee's spouse, heirs, executors or personal or legal
representa­tives after the expiration of two years from the date of accrual
of such cause of action, and any claim or cause of action of the Company shall
be extin­guished and deemed released unless asserted by the timely filing of
a legal action within such two-year period; provided, however, that if any
shorter period of limita­tions is otherwise applicable to any such cause of
action such shorter period shall govern.

    


    12.                      Amendments,
Etc.  No supplement, modifica­tion or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto.  No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

    


    13.                      Subrogation.  In
the event of payment under this Agreement, the Company shall be subro­gated
to the extent of such payment to all of the rights of recov­ery of
Indemnitee, who shall execute all papers required and shall do everything that
may be necessary to secure such rights, including the execution of such
documents ­neces­sary to enable the Company effectively to bring suit to
enforce such rights.

    


     

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    14.                      No Duplication of
Payments.  The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against Indem­nitee to
the extent Indemnitee has otherwise actual­ly received payment (under any
insurance policy, By-law or otherwise) of the amounts otherwise indemnifiable
hereun­der.  This Indemni­fication Agreement shall supersede
the Prior Agreement.

    


    15.                      Binding Effect,
Etc.  This Agreement shall be bind­ing upon and inure to
the benefit of and be en­force­able by the parties hereto and their
respective succes­sors, assigns, including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company, spouses, heirs, executors and
personal and legal representatives.  This Agreement shall continue in
effect regardless of whether Indemnitee continues to serve as an officer or
director of the Company or of any other enter­prise at the Company's
request.

    


    16.                      Severability.  The
provisions of this Agree­ment shall be severable in the event that any of
the provi­sions hereof (including any provision within a single section,
paragraph or sentence) is held by a court of competent jurisdiction to be
invalid, void or other­wise unenforceable in any respect, and the validity
and en­forceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired and shall remain
enforceable to the fullest extent permitted by law.

    


    17.                      Governing
Law.  This Agreement shall be gov­erned by and construed
and enforced in accordance with the laws of the State of Missouri applicable to
contracts made and to be performed in such state without giving effect to the
principles of conflicts of laws.

    


    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement this _____ day of _____________,
200___.

    


    


    GREAT PLAINS ENERGY
INCORPORATED

    


    


    By
_______________________________

       Name:                  [typed
name]

       Title:                    Chairman
of Board and

    Chief Executive Officer

    


    


    


    INDEMNITEE:

    


    


        ______________________________

     [typed name]

    


     

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