Exhibit 10.1.b.

               CHUBB GROUP OF INSURANCE COMPANIES

Surety Department, 15 Mountain View Road, P.O. Box 1615, Warren,
                          NJ 07061-1615
       Phone:  (908) 903-3485 * Facsimile:  (908) 903-3656

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                                        FEDERAL INSURANCE COMPANY

                     AGREEMENT OF INDEMNITY

WHEREAS,  application has been made to FEDERAL INSURANCE COMPANY,
or  any  of its subsidiary or affiliated insurers, of 15 Mountain
View Road, Warren, New Jersey (hereinafter called "Company"),  to
continue  as surety upon specific bonds described on the attached
Schedule A.

NOW,  THEREFORE, in consideration of the Company  having  written
said  bonds  on  behalf  of  Strategic  Energy  L.L.C.,  and  the
undersigned  (hereinafter individually  and  collectively  called
"Indemnitor") acknowledges the release of KLT Inc. as indemnitor,
for  all past, present and future liability, and in consideration
of  the sum of One Dollar paid to the Indemnitor by said Company,
the receipt whereof is hereby acknowledged, the Indemnitor, being
substantially benefited by the continued existence of said bonds,
(and  having  either a direct or indirect financial  interest  in
said applicant), hereby agrees:

  1. That  the  Indemnitor  will at all times indemnify  and  save
     harmless  said  Company from and against any and  all  loss,
     cost,   damage  or  expense,  including  court   costs   and
     attorneys'  fees, which it shall at any time incur,  sustain
     or incur

       i.   by  reason  of having executed or procured  the
            execution of said bonds,
       ii.  by  reason  of  failure of the  undersigned  to
            perform  or  comply with the covenants and conditions
            of this agreement, or
       iii. in   enforcing  any  of  the   covenants   and
            conditions of this agreement,

     and  will  place the said Company in funds to meet  all  its
     liability under said bonds promptly on request and before it
     may  be  required to make any payment thereunder.  That  the
     voucher or other evidence of payment by said Company of  any
     such  loss, cost, damage, expense, claim or liability  shall
     be  prima  facie  evidence of the fact  and  amount  of  the
     Indemnitor's liability to said Company under this Agreement;

  2. That  the  Company  may  make or consent  to  any  change  or
     alteration in said bonds and may execute renewals thereof or
     other  obligations in lieu thereof, or may consent or assent
     to  any change or alteration in any instrument, contract  or
     agreement  concerned  therewith,  without  notice   to   the
     Indemnitor  (notice  being expressly waived)  and,  in  such
     case,  the  Indemnitor shall be liable to the Company  fully
     and  to  the  same extent that the Company shall  be  liable
     under such changed or altered bonds or such renewals thereof
     or other obligations in lieu thereof;

  3. That  the  Company shall have the exclusive right for  itself
     and for the Indemnitor to take charge of all matters arising
     under  said  bonds and decide whether or not  it  is  liable
     thereunder  and shall determine the amount of its  liability
     in  case  it  decides that it is liable.  It may  settle  or
     compromise  any claims and defend, settle or compromise  any
     suits  and  take  such other action in connection  with  any
     claim  matter  arising  under said  bonds  as  it  may  deem
     advisable.   Any  such decision, determination,  settlement,
     defense,  compromise  or  other action  of  the  Company  in
     connection  with any claim matter arising under  said  bonds
     shall  be  final and conclusive and unconditionally  binding
     upon the Indemnitor;

  4. That  the  Indemnitor  and the heirs, legal  representatives,
     successors and assigns of the Indemnitor shall be and hereby
     are  jointly and severally bound by the foregoing provisions
     of  this Agreement, and that the liability of the Indemnitor
     hereunder   and   of   the  heirs,  legal   representatives,
     successors and assigns of the Indemnitor hereunder shall not
     be  dependent upon the proper execution of this Agreement or
     any instrument herein referred to by any other Indemnitor or
     by  said applicant, and that if the Company procures any co-
     surety on said bonds, and it is hereby authorized to do  so,
     this  Agreement  shall be deemed extended  to  and  for  the
     benefit of said co-surety.

<PAGE>

IT  IS  UNDERSTOOD  AND  AGREED that Indemnitor  will,  upon  the
written  request of the Company, promptly procure  the  full  and
complete  discharge  of  the Company  from  said  bonds  and  all
liability by reason thereof.  If such full and complete discharge
is  unattainable,  the  Indemnitor  will,  if  requested  by  the
Company,  promptly provide the Company an irrevocable  letter  of
credit  acceptable to the Company, as collateral,  in  an  amount
sufficient to cover all undischarged liability under said  bonds,
or  promptly make other provisions acceptable to the  Company  to
fully   collateralize   the  aforesaid  undischarged   liability.
Indemnitor further agrees that, in the event of its breach of its
obligation to collateralize the undischarged liability under said
bond,  the Company will have no adequate remedy at law and  shall
therefore be entitled to specific performance of the Indemnitor's
obligation  to  collateralize such undischarged  liability.   The
Company's  failure  to  act  to enforce  its  right  to  specific
performance hereunder shall not be construed as a waiver of  that
right,  which  may be enforced at any time at the Company's  sole
discretion.

IT  IS  FURTHER  UNDERSTOOD AND AGREED that  all  of  the  terms,
provisions, and conditions of this Agreement shall be extended to
and  for  the benefit not only of the company either as a  direct
writing  company or as a co-surety or reinsurer but also for  the
benefit  of  any  surety or insurance company or  companies  with
which the Company may participate as a co-surety or reinsurer and
also  for the benefit of any other company which may execute said
bond at the request of the Company.

IN  WITNESS WHEREOF the Indemnitor has signed this Agreement this
23rd day of May, 2002.

STRATEGIC ENERGY, L.L.C.           GREAT PLAINS ENERGY INC.
                    (seal)                             (seal)

By:  /s/ Richard M. Zomnir         By:  /s/ Andrea F. Bielsker

Name and Title:                    Name and Title:
Richard M. Zomnir                  Andrea F. Bielsker
President & CEO                    Senior Vice President,
                                   Finance Chief Financial
                                   Officer & Treasurer

<PAGE>

                 CERTIFICATE OF ACKNOWLEDGEMENT

State of Pennsylvania    )
County of Allegheny      )

     On May 23, 2002 before me Eileen L. Parson personally
appeared Richard M. Zomnir personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

Signature:  /s/ Eileen L. Parson        (Seal)

                 CERTIFICATE OF ACKNOWLEDGEMENT

State of Pennsylvania    )
County of Allegheny      )

     On May 23, 2002 before me Eileen L. Parson personally
appeared Andrea F. Bielsker, Senior Vice President Finance, Chief
Financial Officer and Treasurer personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

Signature:  /s/ Eileen L. Parson        (Seal)

                 CERTIFICATE OF ACKNOWLEDGEMENT

State of ___________     )
County of___________     )

     On             before me                personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

Signature:                              (Seal)

                 CERTIFICATE OF ACKNOWLEDGEMENT

State of ___________     )
County of __________     )

     On             before me                personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

Signature:                              (Seal)