CHANGE
      IN CONTROL SEVERANCE AGREEMENT




THIS
      CHANGE IN CONTROL SEVERANCE AGREEMENT is entered into as of the ___ day of
      _________, 2006, among Great Plains Energy Incorporated, a Missouri corporation,
      ("Great Plains Energy"), Strategic Energy, L.L.C., a Delaware limited liability
      company, (the "Company") and Shahid Malik ("Executive").




WITNESSETH:




WHEREAS,
      Executive is a valued employee of the Company; and




WHEREAS,
      Great Plains Energy and the Company believes that it is in the best interests
      of
      the Company and its members (i) to provide assurance that the Company will
      have
      the continued service of Executive notwithstanding the possibility, threat
      or
      occurrence of a Change in Control (as defined in Section 1) of any Parent
      Company (as defined in Section 1) or the Company, (ii) to diminish the
      distraction to Executive that may arise by virtue of the personal uncertainties
      and risks created by such a threatened or pending Change in Control, and (iii)
      to encourage Executive's full attention and dedication to the Company currently
      and in the event of a threatened or pending Change in Control; and




WHEREAS,
      Great Plains Energy, the Company and Executive previously entered into a
      severance agreement dated November 10, 2004, the "Prior Severance Agreement"
      whereby the Company agreed to provide Executive with certain compensation and
      perquisites following Executive's termination or constructive termination of
      employment with the Company in connection with a change in control or potential
      change in control of Great Plains Energy or the Company; and




WHEREAS,
      Great Plains Energy, the Company and Executive agree that, in connection with
      both parties entering into this Agreement, the Prior Severance Agreement shall
      be terminated, rendered null and void, and all duties and rights conferred
      upon
      the parties thereto extinguished, and that such Prior Severance Agreement is
      replaced in its entirety with the benefits, duties, terms and conditions set
      forth in this Agreement;




NOW,
      THEREFORE, in consideration of the premises and the mutual agreements contained
      herein, the parties hereto agree as follows:




1.  Certain
      Definitions .
      As used
      in this Agreement, unless otherwise defined herein or unless the context
      otherwise requires, the following terms shall have the following
      meanings:




(a)  Agreement .
      "Agreement" means this Change in Control Severance Agreement as amended from
      time to time.




(b)  Beneficial
      Owner .
      "Beneficial Owner" shall have the same meaning as set forth in Rule 13d-3 of
      the
      Exchange Act.




(c)  Board .  "Board"
      means the Board of Directors of Great Plains Energy.







(d)  Cause .
      "Cause"
      means (i) the material misappropriation of any of the Company's or any Parent
      Company's funds, Confidential Information or property; (ii) the conviction
      of,
      or the entering of a guilty plea or plea of no contest with respect to, a
      felony, or the equivalent thereof; (iii) commission of act of willful damage,
      willful misrepresentation, willful dishonesty, or other willful conduct that
      can
      reasonably be expected to have a material adverse effect on the business,
      reputation, or financial situation of the Company or any Parent Company; or
      (iv)
      gross negligence or willful misconduct in performance of Executive's duties;
      provided, however, "cause" shall not exist under clause (iv), above, with
      respect to an act or failure to act unless (A) Executive has been provided
      written notice describing in sufficient detail the acts or failure to act giving
      rise to the Company's assertion of such gross negligence or misconduct, (B)
      been
      provided a reasonable period to remedy any such occurrence and (C) failed to
      sufficiently remedy the occurrence.




(e)  Change
      in Control .
      "Change
      in Control" means the occurrence of one of the following events, whether in
      a
      single transaction or a series of related transactions:




(1)  With
      respect to the Company:




(i)  any
      Person is or becomes the Beneficial Owner, directly or indirectly, of membership
      interests of the Company (not including in the membership interests beneficially
      owned by such Person any membership
      interests 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 50%
      or
      more of the combined voting power of the Company's then outstanding membership
      interests; or




(ii)  the
      consummation of a merger, consolidation, reorganization or similar corporate
      transaction of the Company, whether or not the Company is the surviving entity
      in such transaction, other than (A) a merger, consolidation, or reorganization
      that would result in the voting interests of the Company outstanding immediately
      prior thereto continuing to represent (either by remaining outstanding or by
      being converted into voting interests of the surviving entity or any parent
      thereof), at least 50% of the combined voting power of the voting interests
      of
      the Company or such surviving entity or any parent thereof outstanding
      immediately after such merger, consolidation or reorganization, or (B) a merger,
      consolidation or reorganization 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 interests of the Company (not including in
      the
      interests Beneficially Owned by such Person any interests 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 50% or more of the
      then combined voting power of the Company's then outstanding membership
      interests; or




(iii)  the
      members of the Company approve a plan of complete liquidation, a dissolution
      of
      the Company or an agreement for the sale or disposition by the Company of all
      or
      substantially all the Company's assets.







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




(2)  With
      respect to Great Plains Energy:




(i)  any
      Person is or becomes the Beneficial Owner, directly or indirectly, of securities
      of Great Plains Energy (not including in the securities beneficially owned
      by
      such Person any securities acquired directly from Great Plains Energy or its
      affiliates other than in connection with the acquisition by Great Plains Energy
      or its affiliates of a business) representing 35% or more of either the then
      outstanding shares of common stock of Great Plains Energy or the combined voting
      power of Great Plains Energy's then outstanding securities; or




(ii)  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 Great Plains Energy, as such terms are used in Rule
      14a-11 of Regulation 14A under the Exchange Act) whose appointment or election
      by the Board or nomination for election by Great Plains Energy'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




(iii)  the
      consummation of a merger, consolidation, reorganization or similar corporate
      transaction of Great Plains Energy, whether or not Great Plains Energy is the
      surviving corporation in such transaction, other than (A) a merger,
      consolidation, or reorganization that would result in the voting securities
      of
      Great Plains Energy outstanding immediately prior thereto 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 Great Plains Energy or such surviving entity or
      any
      parent thereof outstanding immediately after such merger, consolidation or
      reorganization, or (B) a merger, consolidation or reorganization effected to
      implement a recapitalization of Great Plains Energy (or similar transaction)
      in
      which no Person is or becomes the Beneficial Owner, directly or indirectly,
      of
      securities of Great Plains Energy (not including in the securities Beneficially
      Owned by such Person any securities acquired directly from Great Plains Energy
      or its affiliates other than in connection with the acquisition by Great Plains
      Energy or its affiliates of a business) representing 20% or more of either
      the
      then outstanding shares of common stock of Great Plains Energy or the combined
      voting power of Great Plains Energy's then outstanding securities; or







(iv)  the
      occurrence of, or the stockholders of Great Plains Energy approve a plan of,
      a
      complete liquidation or dissolution of Great Plains Energy or an agreement
      for
      the sale or disposition by Great Plains Energy of all or substantially all
      of
      Great Plains Energy's assets, other than a sale or disposition by Great Plains
      Energy of all or substantially all of Great Plains Energy '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 Great Plains Energy 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 Great Plains Energy
      immediately prior to such transaction or series of transactions continue to
      have
      substantially the same proportionate ownership in an entity which owns all
      or
      substantially all of the assets of Great Plains Energy immediately following
      such transaction or series of transactions.




(f)  Change
      in Control Period .
      "Change
      in Control Period" means the period commencing on the date hereof and ending
      on
      the second anniversary of such date; provided, however, that commencing on
      a
      date one year after the date hereof, and on each annual anniversary of such
      date
      (such date and each annual anniversary thereof being hereinafter referred to
      as
      the "Renewal Date"), the Change in Control Period shall be automatically
      extended so as to terminate two years from such Renewal Date, unless at least
      60
      days prior to the Renewal Date the Company or Great Plains Energy shall give
      notice to Executive that the Change in Control Period shall not be so extended;
      provided, further that during any period of time when the Board or the governing
      body of the Company has knowledge that any person has taken steps reasonably
      calculated to effect a Change in Control, the Change in Control Period shall
      automatically be extended (and may not terminate) until, in the opinion of
      the
      Board, such person has abandoned or terminated its efforts to effect a Change
      in
      Control.




(g)  Company .
      "Company" means Strategic Energy, L.L.C., a Delaware limited liability company,
      and its successors and assigns.




(h)  Confidential
      Information .
      "Confidential Information" means (1) any and all trade secrets concerning the
      business and affairs of the
      Company or any Parent Company ,
      product
      specifications, data, know-how, formulae, algorithms, compositions, processes,
      designs, sketches, photographs, graphs, drawings, samples, inventions and ideas,
      past, current, and planned research and development, current and planned
      manufacturing or distribution methods and processes, customer lists, current
      and
      anticipated customer requirements, price lists, market studies, business plans,
      computer software and programs (including object code and source code), computer
      software and database technologies, systems, structures, and architectures;
      (2)
      information concerning the business and affairs of the
      Company or any Parent Company (which
      includes historical financial statements, financial projections and budgets,
      historical and projected sales, capital spending budgets and plans, the names
      and backgrounds of key personnel, personnel training and techniques and
      materials); and (3) notes, analysis, compilations, studies, summaries, and
      other
      material prepared by or for the
      Company or any Parent Company containing or based, in whole or in part, or any information included in the
      foregoing, whether reduced to writing or not and which has not become publicly
      known or made generally available through no wrongful act of Executive or others
      who were under confidentiality obligations as to the item or items
      involved.







(i)  Date
      of Termination .
      "Date
      of Termination" means (i) if Executive's employment is terminated by the Company
      or any Parent Company for Cause, or by Executive for Good Reason, the date
      of
      receipt of the Notice of Termination or any later date permitted to be specified
      therein, as the case may be, (ii) if Executive's employment is terminated by
      the
      Company or any Parent Company other than for Cause or Disability, the Date
      of
      Termination shall be the date on which the Company notifies Executive of such
      termination, (iii) if Executive's employment is terminated by reason of death or
      Disability, the Date of Termination shall be the date of death of Executive
      or
      the Disability Effective Date (as defined in Section 2(a)), as the case may
      be
      and (iv) if Executive's employment is terminated by Executive for other than
      Good Reason, the Date of Termination shall be the date on which Executive
      notifies the Company in writing of such termination or any later date permitted
      to be specified therein, as the case may be.




(j)  Disability
      or Disabled .
      The
      term "Disability" or "Disabled" shall mean an individual (i) is unable to engage
      in any substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or can
      be
      expected to last for a continuous period of not less than twelve (12) months
      or
      (ii) is, by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve (12) months, receiving income
      replacement benefits for a period of not less than 3 months under an accident
      or
      health plan sponsored by the Company or any Parent Company.




(k)  Effective
      Date .
      "Effective Date" means the first date on which a Change in Control occurs during
      the Change in Control Period.




(l)  Exchange
      Act. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time
      to time.




(m)  Good
      Reason .
      "Good
      Reason" means, without Executive's written consent any of the
      following:




(i)  Any
      material and adverse reduction or material and adverse diminution in Executive's
      position (including status, offices, titles and reporting requirements),
      authority, duties or responsibilities held, exercised or assigned at any time
      during the 90-day period immediately preceding the commencement of the Pre-CIC
      Protected Period;




(ii)  Any
      reduction in Executive's annual base salary as in effect immediately preceding
      the commencement of the Pre-CIC Protected Period or as the same may be increased
      from time to time;




(iii)  Any
      reduction in benefits received by Executive under Company Plans (as defined
      below) to less than the most favorable benefits provided to Executive by the
      Company under Company Plans at any time during the 90-day period immediately
      preceding the commencement of the Pre-CIC Protected Period. "Company Plans"
      means, with respect to either the Company or any Parent Company, (1) all
      incentive, savings and retirement plans, practices, policies and programs
      sponsored or maintained by the Company, any Parent Company, or any affiliate
      thereof, (2) all welfare benefit plans, practices, policies and programs
      (including medical, prescription, dental, disability, salary continuance,
      employee life, group life, accidental death and travel accident insurance plans
      and programs) sponsored or maintained by the Company, any Parent Company, or
      any
      affiliate thereof, (3) expense reimbursement by the Company, any Parent Company,
      or any affiliate thereof for all reasonable out-of-pocket employment expenses
      incurred by Executive, (4) the provision of fringe benefits, and (5) the
      provision of paid vacation time by the Company, any Parent Company, or any
      affiliate thereof;







(iv)  Executive
      being required by the Company to be based at any office or location that is
      more
      than 35 miles from the location where Executive was employed immediately
      preceding the commencement of the Pre-CIC Protected Period; or




(v)  Any
      failure by the Company to require any successor (whether direct or indirect,
      by
      purchase, merger, consolidation or otherwise) to all or substantially all of
      the
      business and/or assets of the Company or Great Plains Energy to assume expressly
      and agree to perform this Agreement in the same manner and to the same extent
      that the Company would be required to perform it if no such succession had
      taken
      place, or any failure by any such successor after ten (10) days notice from
      Executive to so perform under this Agreement.




Provided,
      however, notwithstanding the occurrence of any of the events set forth above
      in
      this Section 1(m), Good Reason shall not include for the purpose of this
      definition (1) an isolated, insubstantial and inadvertent action not taken
      in
      bad faith and which is remedied by the Company promptly after receipt of notice
      thereof given by Executive, or (2) if occurring within the Pre-CIC Protected
      Period, any reduction in Executive's base annual salary or reduction in benefits
      received by Executive where such reduction is in connection with a company-wide
      reduction in salaries or benefits.




(n)  Notice
      of Termination .
      "Notice
      of Termination" means a written notice of termination which (i) indicates the
      specific termination provision in this Agreement relied upon, (ii) to the extent
      applicable, sets forth in reasonable detail the facts and circumstances claimed
      to provide a basis for termination of Executive's employment under the provision
      so indicated and (iii) if the Date of Termination is other than the date of
      receipt of such notice, specifies the termination date (which date shall be
      not
      more than fifteen (15) days after the giving of such notice), unless another
      date is mutually agreed upon between Executive and the Company.




(o)  Parent
      Company .
      "Parent
      Company" means Great Plains Energy or any other company which is a direct or
      indirect parent company of the Company.




(p)  Person .
      "Person" has 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 (1) Great
      Plains Energy or any Parent Company ,
      (2) a
      trustee or other fiduciary holding securities under an employee benefit plan
      of Great
      Plains Energy or
      any of
      its subsidiaries, (3) an underwriter temporarily holding securities pursuant
      to
      an offering of such securities, or (4) a corporation owned, directly, or
      indirectly, by the stockholders of Great
      Plains Energy or any Parent Company in
      substantially the same proportions as their ownership of stock of Great
      Plains Energy or any Parent Company .







(q)  Post-Effective
      Period .
      "Post-Effective Period" means the period commencing on the Effective Date and
      ending on the earlier of (i) the second anniversary of such date or (ii)
      Executive's 70 th birthday.




(r)  Pre-CIC
      Protected Period .
      "Pre-CIC Protected Period" means the period that is within the Change in Control
      Period and begins when (A) the Company or any Parent Company enters into an
      agreement, the consummation of which would result in the occurrence of a Change
      in Control; (B) the Company, any Parent Company or any Person publicly announces
      an intention to take or to consider taking actions which, if consummated, would
      constitute a Change in Control; (C) any Person becomes the Beneficial Owner,
      directly or indirectly, of voting securities of the Company or any Parent
      Company representing 10% or more of the combined voting power of the Company's
      or any Parent Company's then outstanding voting securities; or (D) the Board,
      the members or the stockholders of the Company or any Parent Company adopts
      a
      resolution approving any of the foregoing or approving any Change in Control,
      and ends upon the date the Change in Control transaction is either consummated,
      abandoned or terminated (for this purpose, the Board shall have the sole and
      absolute discretion to determine that a proposed transaction has been
      abandoned).




2.  Termination
      of Employment During the Post-Effective Period .




(a)  Death
      or Disability .
      Executive's employment shall terminate automatically upon Executive's death
      or,
      with written notice by the Company of its intention to terminate Executive's
      employment, upon Executive's Disability. In such event, Executive's employment
      with the Company shall terminate effective on the 90th day after receipt of
      such
      notice by Executive (the "Disability Effective Date"), provided that within
      the
      90 days after such receipt Executive shall not have returned to full-time
      performance of Executive's duties.




(b)  Cause .
      The
      Company may terminate Executive's employment at any time for Cause or without
      Cause. Notwithstanding the foregoing, Executive shall not be deemed to have
      been
      terminated for Cause without (i) reasonable notice to Executive setting forth
      the reasons for the Company's intention to terminate for Cause, (ii) an
      opportunity for Executive, together with his counsel, to be heard before the
      Board within fifteen (15) days of such notice, and (iii) delivery to Executive
      of a Notice of Termination from the Board finding that, in the good faith
      opinion of the Board, that Executive was guilty of conduct set forth in Section
      1(d), and specifying the particulars thereof in reasonable detail.




(c)  Executive
      Resignation .
      Executive's employment may be terminated at any time by Executive for Good
      Reason or without Good Reason.




(d)  Notice
      of Termination .
      Any
      termination by the Company for Cause, or by Executive for Good Reason, shall
      be
      communicated by Notice of Termination to the other party hereto. The failure
      by
      Executive or the Company to set forth in the Notice of Termination any fact
      or
      circumstance that contributes to a showing of Good Reason or Cause shall not
      waive any right of Executive or the Company hereunder or preclude Executive
      or
      the Company from asserting such fact or circumstance in enforcing Executive's
      or
      the Company's rights hereunder.







3.  Obligations
      of the Company Upon Termination of Employment




(a)  Post-Effective
      Period Terminations Other Than for Cause, Death or Disability; Post-Effective
      Period Executive Resignation .
      If,
      during the Post-Effective Period, the Company shall terminate Executive's
      employment other than (I) for Cause or (II) on account of Executive's death
      or
      Disability, or Executive shall terminate employment for Good Reason, then all
      shares of restricted stock granted under the Company's Long-Term Incentive
      Plan
      (the "LTIP") shall become fully vested and the Company shall pay to Executive,
      in a lump-sum cash payment made within 30 days following the Date of
      Termination, as compensation for services rendered to the Company, an amount
      equal to the aggregate of the following amounts set forth below in Sections
      3(a)(i) and (ii), and (iii), and provide to Executive the benefits provided
      in
      Section 3(a)(iv).




(i)  A
      cash
      amount equal to the sum of (A) Executive's full annual base salary from the
      Company and its affiliated companies through the Date of Termination, to the
      extent not theretofore paid, (B) a bonus in an amount at least equal to the
      average annualized incentive awards paid or payable pursuant to any
      Company-sponsored annual incentive compensation plan, including by reason of
      any
      deferral under a Company-sponsored deferred compensation program, to Executive
      by the Company and its affiliated companies during the five fiscal years of
      the
      Company (or if Executive shall have performed services for the Company and
      its
      affiliated companies for four fiscal years or less, the years during which
      Executive performed services) immediately preceding the fiscal year in which
      the
      Change in Control (or the Date of Termination if benefits are payable pursuant
      to Section 3(c)) occurs, multiplied by a fraction, the numerator of which is
      the
      number of days in the fiscal year in which the Date of Termination occurs
      through the Date of Termination and the denominator of which is 365 or 366,
      as
      applicable, to the extent not theretofore paid, (C) any amount credited to
      Executive under any deferred contribution nonqualified deferred compensation
      plan sponsored by any Parent Company or the Company and any other compensation
      previously deferred by Executive (together with any interest and earnings
      thereon), in each case to the extent not theretofore paid, and (D) any accrued
      unpaid vacation pay;




(ii)  A
      cash
      amount equal to the performance bonus Executive would have received under the
      LTIP with respect to all outstanding grants and assuming performance at
      target;




(iii)  a
      cash
      amount equal to (A) three (3) times Executive's highest annual base salary
      from
      the Company and its affiliated companies in effect during the twelve (12)-month
      period prior to the Date of Termination, plus (B) three (3) times Executive's
      average annualized annual incentive compensation awards, paid, or, but for
      a
      deferral under a Company-sponsored deferred compensation program, would have
      been paid, to Executive by the Company and its affiliated companies during
      the
      five fiscal years of the Company (or if Executive shall have performed services
      for the Company and its affiliated companies for four fiscal years or less,
      the
      years during which Executive performed services) immediately preceding the
      fiscal year in which the Change in Control (or if benefits are payable pursuant
      to Section 3(c), the Date of Termination) occurs; provided, however, that in
      the
      event there are fewer than thirty-six (36) whole months remaining from the
      Date
      of Termination to the date of Executive's 70th birthday, the amount calculated
      in accordance with this Section 3(a)(iii) shall be reduced by multiplying such
      amount by a fraction the numerator of which is the number of months, including
      a
      partial month (with a partial month being expressed as a fraction the numerator
      of which is the number of days remaining in such month and the denominator
      of
      which is the number of days in such month), so remaining and the denominator
      of
      which is thirty-six (36) months; provided further, that any amount paid pursuant
      to this Section 3(a)(iii) shall be paid in lieu of any other amount of severance
      pay to be received by Executive upon termination of employment of Executive
      under any severance plan, policy or arrangement of the Company;







(iv)  for
      a
      period of three (3) years commencing on the Date of Termination, the Company
      or
      the Parent Company shall provide Executive and Executive's dependents with
      medical, accident, disability and life insurance coverage upon substantially
      the
      same terms and otherwise substantially to the same extent as such coverage
      was
      being provided to Executive and Executive's dependent(s) immediately prior
      to
      the Date of Termination. At the Company's or Parent Company's election, such
      continuation coverage may be provided by (A) continuing such coverage under
      the
      Company's or Parent Company's existing welfare benefit plans, (B) with respect
      to any group health care plan and for the applicable period permitted under
      Code
      Section 4980B(f)(2), Executive and/or Executive's dependent(s) being deemed
      to
      have elected to receive such coverage pursuant to a continuation election under
      Code Section 4980B with the Company being obligated to pay for the entire
      portion of the applicable COBRA premiums, (C) the Company purchasing an
      individual policy (to the extent such a policy is reasonably available in the
      marketplace) for Executive and/or Executive's dependent(s) providing
      substantially similar coverage as offered under the Company's or Parent
      Company's plan, or (D) any combination of the forgoing methods under (A), (B)
      and (C) of this paragraph. Notwithstanding the foregoing sentence, if any of
      the
      medical, accident, disability or life insurance plans then in effect generally
      with respect to other peer executives of the Company and its affiliated
      companies would be more favorable to Executive, such plan coverage shall be
      substituted for the analogous plan coverage provided to Executive immediately
      prior to the Date of Termination, and the Company and Executive shall share
      the
      costs of such plan coverage in the same proportion as such costs were shared
      immediately prior to the Date of Termination. The obligation of the Company
      to
      continue coverage of Executive and Executive's dependent(s) under such plans
      and
      in accordance with this paragraph shall cease at such time as Executive and
      Executive's dependent(s) obtain comparable coverage under another plan,
      including a plan maintained by a new employer. With respect to any Company
      or
      Parent Company group health care plan, any continuation coverage provided under
      this paragraph shall be considered as alternative continuation coverage to
      any
      rights Executive or Executive's dependent(s) may have with respect to any other
      group health plan continuation coverage required by Code Section 4980B or any
      applicable state statute mandating health insurance continuation coverage.
      Except to the extent required by law, upon termination of the coverage provided
      for under this Section 3(a)(iv), Executive and/or Executive's dependent(s)
      shall
      have no further right to continuation of coverage under any group health plan
      maintained by the Company or its affiliated companies.







(b)  Termination
      for Cause, Disability, Death or Other than for Good Reason .
      If at
      any time during the Change in Control Period, Executive's employment shall
      be
      terminated for Cause, Executive's employment is terminated due to Executive's
      death or Disability, or if Executive terminates employment other than for Good
      Reason, this Agreement shall terminate without further obligation of the Company
      to Executive other than (i) the obligation to pay to Executive his or her base
      salary through the Date of Termination, any incentive bonus and other
      compensation, payments and benefits for the most recently completed fiscal
      year
      and any accrued vacation pay, to the extent theretofore unpaid, which amounts
      shall be paid to Executive in a lump sum in cash within thirty (30) days of
      the
      Date of Termination, and (ii) the obligation to pay to Executive all amounts
      or
      benefits to which Executive is entitled for the period prior to the Date of
      Termination under any plan, program, policy, practice, contract or agreement
      of
      the Company (excluding amounts otherwise required to be paid under this Section
      3(b)), at the time such amounts or benefits are due.




(c)  Certain
      Terminations during Pre-CIC Protected Period. If,
      during the Pre-CIC Protected Period, Executive’s employment is terminated by the
      Company other than for Cause or Executive terminates his or her employment
      for
      Good Reason, then, Executive shall be entitled to receive the same benefits
      he
      or she would be entitled to receive under Section 3(a) if such termination
      of
      employment would have occurred during the Post-Effective Period. Any benefits
      or
      payments to be paid pursuant to this Section 3(c) shall be paid in a lump-sum
      payment and, subject to Section 3(d), within thirty (30) days following the
      termination of Executive's employment.




(d)  Payments
      to Executive Following Termination. If (i)
      Executive is a "specified employee," as defined in Code section
      409A(a)(1)(B)(i), and (ii) Executive's employment is terminated, either by
      Executive or by the Company, due to any reason other than Executive's death,
      then, notwithstanding Sections 3(a) or 3(c) of this Agreement, Executive shall
      not receive any payment pursuant to Sections 3(a) or 3(c) until the first
      business day after six full months after Executive's Date of
      Termination.




4.  Section
      280G Gross-Up .




(a)  Except
      as
      provided for in Section 4(e) below and notwithstanding any other provision
      in
      this Agreement to the contrary, in the event it shall be determined that any
      payment or distribution by the Company or its affiliated companies to or for
      the
      benefit of Executive (whether paid or payable or distributed or distributable
      pursuant to the terms of this Agreement or otherwise, but determined without
      regard to any additional payments required under this Section 4) (a "Payment")
      would be subject to the excise tax imposed by Section 4999 of the Code, or
      any
      interest or penalties are incurred by Executive with respect to such excise
      tax
      (such excise tax, together with any such interest and penalties, are hereinafter
      collectively referred to as the "Excise Tax"), then the Company shall pay to
      Executive an additional payment (a "Gross-Up Payment") in an amount such that
      after payment by Executive of all taxes (including any interest or penalties
      imposed with respect to such taxes), including, without limitation, any income
      taxes (except for any income tax under Section 409A of the Code), any interest
      and penalties imposed with respect thereto, and Excise Tax imposed upon the
      Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal
      to
      the Excise Tax imposed upon the Payments.







(b)  Subject
      to the provisions of Section 4(c), all determinations required to be made under
      this Section 4, including whether and when a Gross-Up Payment is required and
      the amount of such Gross-Up Payment and the assumptions to be utilized in
      arriving at such determination, shall be made by an independent registered
      public accounting firm selected by the Company that is not also the Company's
      then current accounting firm for annual audit purposes (the "Accounting Firm")
      which shall provide detailed supporting calculations both to the Company and
      Executive within fifteen (15) business days of the receipt of notice from
      Executive that there has been a Payment, or such earlier time as is requested
      by
      the Company. In the event that the Accounting Firm is serving as accountant
      or
      auditor for the individual, entity or group effecting the Change in Control,
      Executive shall appoint another nationally recognized public accounting firm
      to
      make the determinations required hereunder (which accounting firm shall then
      be
      referred to as the Accounting Firm hereunder). All fees and expenses of the
      Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
      as
      determined pursuant to this Section 4, shall be paid by the Company to Executive
      within five (5) days of the receipt of the Accounting Firm's determination,
      but
      in no event later than the time set forth in Section 4(f), below. If the
      Accounting Firm determines that no Excise Tax is payable by Executive, it shall
      furnish Executive with a written opinion that failure to report the Excise
      Tax
      on Executive's applicable federal income tax return would not result in the
      imposition of a negligence or similar penalty. Any determination by the
      Accounting Firm shall be binding upon the Company and Executive. As a result
      of
      the uncertainty in the application of Section 4999 of the Code at the time
      of
      the initial determination by the Accounting Firm hereunder, it is possible
      that
      Gross-Up Payments which will not have been made by the Company should have
      been
      made ("Underpayment"), consistent with the calculations required to be made
      hereunder. In the event that the Company exhausts its remedies pursuant to
      Section 4(c) and Executive thereafter is required to make a payment of any
      Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
      that has occurred and any such Underpayment shall be promptly paid by the
      Company to or for the benefit of Executive.




(c)  Executive
      shall notify the Company in writing of any claim by the Internal Revenue Service
      that, if successful, would require the payment by the Company of the Gross-Up
      Payment. Such notification shall be given as soon as practicable but no later
      than ten (10) business days after Executive is informed in writing of such
      claim
      and shall apprise the Company of the nature of such claim and the date on which
      such claim is requested to be paid. Executive shall not pay such claim prior
      to
      the expiration of the thirty (30) day period following the date on which
      Executive gives such notice to the Company (or such shorter period ending on
      the
      date that any payment of taxes with respect to such claim is due). If the
      Company notifies Executive in writing prior to the expiration of such period
      that it desires to contest such claim, Executive shall:




(i)  give
      the
      Company any information reasonably requested by the Company relating to such
      claim;




(ii)  take
      such
      action in connection with contesting such claim as the Company shall reasonably
      request in writing from time to time, including, without limitation, accepting
      legal representation with respect to such claim by an attorney reasonably
      selected by the Company;







(iii)  cooperate
      with the Company in good faith in order effectively to contest such claim;
      and




(iv)  permit
      the Company to participate in any proceedings relating to such claim; provided,
      however, that the Company shall bear and pay directly all costs and expenses
      (including additional interest and penalties) incurred in connection with such
      contest and shall indemnify and hold Executive harmless, on an after-tax basis,
      for any Excise Tax or income tax (including interest and penalties with respect
      thereto) imposed as a result of such representation and payment of costs and
      expenses. Without limitation on the foregoing provisions of this Section 4(c),
      the Company shall control all proceedings taken in connection with such contest
      and, at its sole option, may pursue or forgo any and all administrative appeals,
      proceedings, hearings and conferences with the taxing authority in respect
      of
      such claim and may, at its sole option, either direct Executive to pay the
      tax
      claimed and sue for a refund or contest the claim in any permissible manner,
      and
      Executive shall prosecute such contest to a determination before any
      administrative tribunal, in a court of initial jurisdiction and in one or more
      appellate courts, as the Company shall determine; provided further, that if
      the
      Company desires Executive to pay such claim and sue for a refund, the Company
      shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse
      Executive from any Excise Tax or income tax (including interest or penalties
      with respect thereto) imposed with respect to such payment and provided further,
      that any extension of the statute of limitations relating to payment of taxes
      for the taxable year of Executive with respect to which such contested amount
      is
      claimed to be due is limited solely to such contested amount. Furthermore,
      the
      Company's control of the contest shall be limited to issues with respect to
      which a Gross-Up Payment would be payable hereunder and Executive shall be
      entitled to settle or contest, as the case may be, any other issue raised by
      the
      Internal Revenue Service or any other taxing authority.




(d)  If,
      after
      payment by the Company pursuant to Section 4(c), Executive becomes entitled
      to
      receive, and receives, any refund with respect to such claim, Executive shall
      (subject to the Company's complying with the requirements of Section 4(c))
      promptly pay to the Company the amount of such refund (together with any
      interest paid or credited thereon after taxes applicable thereto). If, after
      payment of an amount by the Company pursuant to Section 4(c), a determination
      is
      made that Executive shall not be entitled to any refund with respect to such
      claim and the Company does not notify Executive in writing of its intent to
      contest such denial of refund prior to the expiration of thirty (30) days after
      such determination, then such payment shall offset, to the extent thereof,
      the
      amount of Gross-Up Payment required to be paid.




(e)  Notwithstanding
      Executive otherwise being eligible for a Gross-Up Payment under this Section
      4,
      if, excluding any Gross-Up Payment required to be made pursuant to this Section
      4, the "parachute payment" made to Executive does not exceed three times
      Executive's "base amount" by more than $1,000, then the payments and benefits
      to
      be paid or provided under this Agreement will be reduced to the minimum extent
      necessary so that no portion of any payment or benefit to Executive, as so
      reduced, constitutes an "excess parachute payment." For purposes of this Section
      4(e), the terms "excess parachute payment," "parachute payment," and "base
      amount" will have the meanings assigned to them by Section 280G of the Code.
      The
      determination of whether any reduction in such payments or benefits to be
      provided under this Agreement is required pursuant to the preceding sentence
      will be made at the expense of the Company by the Accounting Firm. The fact
      that
      Executive's right to payments or benefits may be reduced by reason of the
      limitations contained in this Section 4(e) will not of itself limit or otherwise
      affect any other rights of Executive other than pursuant to this Agreement.
      In
      the event that any payment or benefit intended to be provided under this
      Agreement or otherwise is required to be reduced pursuant to this Section 4(e),
      Executive will be entitled to designate the payments and/or benefits to be
      so
      reduced in order to give effect to this Section. The Company will provide
      Executive with all information reasonably requested by Executive to permit
      Executive to make such designation. In the event that Executive fails to make
      such designation within 10 business days of the date of termination of
      Executive's employment, the Company may effect such reduction in any manner
      it
      deems appropriate.







(f)  Any
      Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt
      from Code Section 409A pursuant to the short-term deferral exception to Code
      Section 409A. Absent further guidance from the United States Treasury
      Department, the Internal Revenue Service or any judicial authority relating
      to
      the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up
      Payments pursuant to this Section 4 shall be made as follows:




(i)  With
      respect to any Gross-Up Payment that can be reasonably calculated as of the
      time
      of a Change in Control or shortly thereafter, such Gross-Up Payment shall be
      made to Executive no later than March 15th of the calendar year following the
      year in which the Change in Control occurs;




(ii)  With
      respect to any Gross-Up Payment that results from Executive becoming eligible
      for benefits under this Agreement upon Executive's termination of employment,
      such Gross-Up Payment shall be made to Executive no later than March 15th of
      the
      calendar year following the year in which the earlier of (A) the event giving
      rise to Executive's Good Reason occurs or (B) Executive's termination of
      employment; and




(iii)  With
      respect to any Gross-Up Payment that is required to be made to Executive
      pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive
      no
      later than March 15th of the calendar year following the year in which the
      alleged obligation of Executive, as reflected by Executive's receipt of a claim
      by the Internal Revenue Service, is received by Executive.




5.  Non-exclusivity
      of Rights .
      Nothing
      in this Agreement shall prevent or limit Executive's continuing or future
      participation in any plan, program, policy or practice provided by the Company
      or any Parent Company and for which Executive may qualify, nor shall anything
      herein limit or otherwise affect such rights as Executive may have under any
      contract or agreement with the Company or any Parent Company. Amounts that
      are
      vested benefits or that Executive is otherwise entitled to receive at or
      subsequent to the Date of Termination under any plan, policy, practice or
      program of or any contract or agreement with the Company shall be payable in
      accordance with such plan, policy, practice or program or contract or agreement,
      except as explicitly modified by this Agreement.







6.  Full
      Settlement; Resolution of Disputes .




(a)  Except
      where Executive's employment is terminated for Cause, the Company's obligation
      to make any payments provided for in this Agreement and otherwise to perform
      its
      obligations hereunder shall not be affected by any set-off, counterclaim,
      recoupment, defense or other claim, right or action which the Company may have
      against Executive or others. In no event shall Executive be obligated to seek
      other employment or take any other action by way of mitigation of the amounts
      payable to Executive under any of the provisions of this Agreement and such
      amounts shall not be reduced whether or not Executive obtains other employment.
      Subject to Executive's agreement to repay certain fees and expenses as provided
      below in Section 6(c), the Company shall pay promptly as incurred, to the full
      extent permitted by law, all legal fees and expenses that Executive may
      reasonably incur as a result of any dispute or contest (regardless of the
      outcome thereof) by the Company, Executive or others of the validity or
      enforceability of, or the existence of liability under, any provision of this
      Agreement or any guarantee of performance thereof (including as a result of
      any
      contest by Executive about the amount of any payment pursuant to this
      Agreement), plus in each case interest on any delayed payment at one hundred
      twenty percent (120%) of the Federal Mid-Term Rate under Section 1274(d) of
      the
      Code.




(b)  If
      there
      shall be any dispute or contest between the Company and Executive (i) in the
      event of any termination of Executive's employment by the Company, whether
      such
      termination was for Cause, or (ii) in the event of any termination of employment
      by Executive whether Good Reason existed, then the resolution of such dispute
      or
      contest shall be finally determined by arbitration, which may be initiated
      by
      either the Company or Executive, pursuant to the Federal Arbitration Act in
      accordance with the rules then in force of the American Arbitration Association.
      The arbitration proceedings shall take place in Pittsburgh, Pennsylvania or
      such
      other location as the parties in dispute hereafter may agree upon; and such
      proceedings will be conducted in the English language and shall be governed
      by
      the laws of the State of Pennsylvania as such laws are applied to agreements
      between residents of the State entered into and to be performed entirely within
      the State. There shall be one arbitrator, as shall be agreed upon by the parties
      in dispute, who shall be an individual skilled in the legal and business aspects
      of the subject matter of this Agreement and of the dispute. In the absence
      of
      such agreement, each party in dispute shall select one arbitrator and the
      arbitrators so selected shall select a third arbitrator. In the event the
      arbitrators cannot agree upon the selection of a third arbitrator, such third
      arbitrator shall be appointed by the American Arbitration Association at the
      request of any of the parties in dispute. The arbitrators shall be individuals
      skilled in the legal and business aspects of the subject matter of this
      Agreement and of the dispute. The decision rendered by the arbitrator or
      arbitrators shall be accompanied by a written opinion in support thereof. Such
      decision shall be final and binding upon the parties in dispute without right
      of
      appeal, it being the intent of the parties that such decision, and, irrespective
      of any contrary provision of the laws of the State respecting rights of appeal,
      such decision may not be appealed. The burden of proving that Executive is
      not
      entitled to receive the amounts and the benefits contemplated by this Agreement
      shall be on the Company.







(c)  In
      the
      event of such an arbitration and provided that Executive shall repay the
      following amounts, fees and expenses if the final and binding decision of the
      arbitrator(s) is that Executive's termination was for Cause or that Good Reason
      did not exist for termination of employment by Executive, (i) the Company shall
      advance to Executive all legal fees and expenses that Executive may reasonably
      incur as a result of any such action, and (ii) if a final and binding decision
      of the arbitrator(s) is not obtained by the six-month anniversary of the date
      the Company or Executive first provided notice to the other party of the dispute
      or contest (the "Dispute Notice"), the Company shall pay all amounts, and
      provide all benefits, to Executive and/or Executive's family or other
      beneficiaries, as the case may be, that the Company would be required to pay
      or
      provide pursuant to Sections 3(a) or 3(c) if such termination were by the
      Company without Cause or by Executive with Good Reason. If
      the
      final and binding decision of the arbitrator(s) is that Executive's termination
      was not for Cause or that Good Reason did exist for such termination by
      Executive then, (I) if such decision is before the six-month anniversary of
      the
      receipt of the Dispute Notice, Executive shall receive all payments and benefits
      contemplated by this Agreement, plus interest on any delayed payment or benefit
      at one hundred twenty percent (120%) of the Federal Mid-Term Rate under Section
      1274(d) of the Code or (II)
      if such decision is after the six-month anniversary of the receipt of the
      Dispute Notice such that all payments and benefits contemplated by this
      Agreement have already been paid, Executive shall receive interest (calculated
      in the same manner as set forth above) for the six-month period the payments
      and
      provision of benefits were delayed. In no event may the arbitrator or
      arbitrators award any other damages or award of any kind. Notwithstanding the
      foregoing, nothing in this Agreement is intended to, or shall be construed
      as,
      affecting the rights and obligations of Executive and the Company to submit
      any
      dispute (other than such disputes contemplated by, and resolved in accordance
      with Sections 6(b) and 6(c)) to the appropriate dispute resolution process
      in
      accordance with any applicable dispute resolution plan intended to provide
      a
      procedural mechanism, whether exclusive or non-exclusive, for the resolution
      of
      any and all disputes between the Company and its present or former
      employees.




7.  Restrictive
      Covenants .




(a)  Nondisclosure
      of Confidential Information .
      Executive shall hold in confidence for the benefit of the Company and any Parent
      Company all Confidential Information. Executive will not disclose any
      Confidential Information to any person or entity other than the Company or
      any
      Parent Company and those designated by them, either during or subsequent to
      Executive's employment by the Company, nor will Executive use any Confidential
      Information, except (i) in the regular course of Executive's employment by
      the
      Company, without the prior written consent of the Company or any Parent Company
      or (ii) as may otherwise be required by law or legal process.




(b)  Actions
      Upon Termination; Assistance with Claims .
      Upon
      Executive's employment termination for whatever reason, Executive shall neither
      take or copy nor allow a third party to take or copy, and shall deliver to
      the
      Company all property of the Company and any Parent Company, including, but
      not
      limited to, all Confidential Information regardless of the medium (i.e., hard
      copy, computer disk, CD ROM) on which the information is contained. During
      and after Executive's employment by the Company, Executive will provide
      reasonable assistance to the Company and any Parent Company in the defense
      of
      any claims or potential claims that may be made or threatened to be made against
      the Company or any Parent Company in any action, suit, or proceeding, whether
      civil, criminal, administrative, or investigative ("Proceeding") and will
      provide reasonable assistance to the Company and any Parent Company in the
      prosecution of any claims that may be made by the Company or any Parent Company
      in any Proceeding, to the extent that such claims may relate to Executive's
      employment by the Company. For the avoidance of doubt, reasonable assistance
      would not include Executive being required to provide information that could
      reasonably result in criminal or civil charges or penalties being assessed
      or
      imposed against Executive in his individual capacity.  Executive
      shall, unless precluded by law, promptly inform the Company if Executive is
      asked to participate (or otherwise become involved) in any Proceeding involving
      such claims or potential claims. Executive shall also, unless precluded by
      law,
      promptly inform the Company if Executive is asked to assist in any investigation
      (whether governmental or private) of the Company or any Parent Company (or
      their
      actions), regardless of whether a lawsuit has then been filed against the
      Company or Parent Company with respect to such investigation. The Company shall
      reimburse Executive for all of Executive's reasonable out-of-pocket expenses
      associated with such assistance, including travel expenses and any attorneys'
      fees and shall pay a reasonable per diem fee (equal to 1/250th of Executive's
      annual salary rate at Executive's Date of Termination) for Executive's
      services.







(c)  Noncompetition .
      As long
      as Executive is employed by the Company and for a period of six (6) months
      thereafter, Executive shall not, without the prior written consent of the
      Company or any Parent Company, which in the case of termination will not be
      unreasonably withheld, participate or engage in, directly or indirectly (as
      an
      owner, partner, employee, officer, director, independent contractor, consultant,
      advisor or in any other capacity calling for the rendition of services, advice,
      or acts of management, operation or control), any segment or division of a
      business that, during Executive's employment, is in direct competition with
      the
      business conducted by the Company, any Parent Company or any of their affiliates
      within the United States (hereinafter, the "Geographic Area"); provided,
      however, that the foregoing shall not be construed to preclude Executive from
      making any investments in any securities to the extent such securities are
      traded on a national securities exchange or over-the-counter market and such
      investment does not exceed five percent (5%) of the issued and outstanding
      voting securities of such issuer.




(d)  Nonsolicitation
      of Employees .
      During
      Executive's employment and for a period of six (6) months thereafter, Executive
      shall not, without the consent of the Company or any Parent Company, directly
      or
      indirectly solicit any current employee of the Company, any Parent Company
      or
      any of their affiliates to leave such employment and join or become affiliated
      with any business that is in direct competition with the business conducted
      by
      the Company, the Parent Company, or any of their affiliates within the
      Geographic Area.




(e)  Mutual
      Non-disparagement .
      Executive shall refrain from making any statements about the Company, the Parent
      Company, or their officers or directors that would disparage, or reflect
      unfavorably upon the image or reputation of the Company, the Parent Company
      or
      any such officer or director. The Company and the Parent Company shall refrain
      from making any statements about Executive that would disparage, or reflect
      unfavorably upon the image or reputation of, Executive.




(f)  Irreparable
      Harm .
      Executive acknowledges that: (i) Executive's compliance with this Section 7
      is
      necessary to preserve and protect the Confidential Information, and the goodwill
      of the Company, the Parent Company and their affiliates as going concerns;
      (ii)
      any failure by Executive to comply with the provisions of this Section may
      result in irreparable and continuing injury for which there may be no adequate
      remedy at law; and (iii) in the event that Executive should fail to comply
      with
      the terms and conditions of this Section, the Company or any Parent Company
      shall be entitled, in addition to such other relief as may be proper, to seek
      all types of equitable relief (including, but not limited to, the issuance
      of an
      injunction and/or temporary restraining order) as may be necessary to cause
      Executive to comply with this Section, to restore to the Company or the Parent
      Company its property, and to make the Company and the Parent Company
      whole.







(g)  Unenforceability .
      If any
      provision(s) of this Section 7 shall be found invalid or unenforceable, in
      whole
      or in part, then such provision(s) shall be deemed to be modified or restricted
      to the extent and in the manner necessary to render the same valid and
      enforceable, or shall be deemed excised from this Agreement, as the case may
      require, and this Agreement shall be construed and enforced to the maximum
      extent permitted by law, as if such provision(s) had been originally
      incorporated herein as so modified or restricted, or as if such provision(s)
      had
      not been originally incorporated herein, as the case may be.




8.  Successors .




(a)  This
      Agreement is personal to Executive and shall not be assignable by Executive
      without the prior written consent of the Company otherwise than by will or
      the
      laws of descent and distribution. If Executive should die while any amounts
      would still be payable to Executive hereunder if she or he had continued to
      live, all such amounts, unless otherwise provided herein, shall be paid in
      accordance with the terms of this Agreement to Executive's heirs or
      representatives or, if there be no such designee, to Executive's
      estate.




(b)  This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns.




(c)  The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company to assume expressly and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be
      required to perform it if no such succession had taken place. As used in this
      Agreement, "Company" shall mean the Company as hereinbefore defined and any
      successor to its business and/or assets as aforesaid which assumes and agrees
      to
      perform this Agreement by operation of law, or otherwise.




9.  Prohibition
      of Payments by Regulatory Agencies .
      Notwithstanding anything to the contrary contained in this Agreement, the
      Company shall not be obligated to make any payment to Executive under this
      Agreement if the payment would violate any rule, regulation or order of any
      regulatory agency having jurisdiction over the Company or any of its
      subsidiaries; provided, however, that the Company covenants to Executive that
      it
      will take all reasonable steps to obtain any regulatory agency approvals that
      may be required in order to make payments to Executive as provided herein.







10.  Miscellaneous .




(a)  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Pennsylvania without reference to principles of conflict of
      laws. The captions of this Agreement are not part of the provisions hereof
      and
      shall have no force or effect. This Agreement may not be amended or modified
      otherwise than by a written agreement executed by the parties hereto. This
      Agreement supersedes all previous agreements relating to the subject matter
      of
      this Agreement, written or oral, between the parties hereto and contains the
      entire understanding of the parties hereto including, but not limited to that
      Prior Severance Agreement dated November 10, 2004, between Great Plains Energy,
      the Company and Executive.




(b)  All
      notices and other communications hereunder shall be in writing and shall be
      given by hand delivery to the other party or by registered or certified mail,
      return receipt requested, postage prepaid, addressed as follows:




If
                to the Company:
            
            If
                to Executive:Strategic
                Energy L.L.C.
            
            Shahid
                MalikAttn:
                General Counsel
            
            Strategic
                Energy L.L.C.Two
                Gateway Center
            
            Two
                Gateway CenterPittsburgh,
                Pennsylvania
            
            Pittsburgh,
                Pennsylvania15222
            
            15222


or
      to
      such other address as either party shall have furnished to the other in writing
      in accordance herewith. Notice and communications shall be effective when
      actually received by the addressee.




(c)  The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which other provisions shall remain in full force and effect.




(d)  This
      Agreement is intended to meet the requirements of Section 409A of the Code
      and
      may be administered in a manner that is intended to meet those requirements
      and
      shall be construed and interpreted in accordance with such intent. To the extent
      that any payment or benefit provided hereunder is subject to Section 409A of
      the
      Code, such payment or benefit shall be provided in a manner that will meet
      the
      requirements of Section 409A of the Code, including regulations or other
      guidance issued with respect thereto, such that the payment or benefit shall
      not
      be subject to the excise tax applicable under Section 409A of the Code. Any
      provision of this Agreement that would cause any payment or benefit to fail
      to
      satisfy Section 409A of the Code shall be amended (in a manner that as closely
      as practicable achieves the original intent of this Agreement) to comply with
      Section 409A of the Code on a timely basis, which may be made on a retroactive
      basis, in accordance with regulations and other guidance issued under Section
      409A of the Code. In the event additional regulations or other guidance is
      issued under Section 409A of the Code or a court of competent jurisdiction
      provides additional authority concerning the application of Section 409A with
      respect to the payments described in Section 4 of the Agreement, then the
      provisions of such Section shall be amended to permit such payments to be made
      at the earliest time permitted under such additional regulations, guidance
      or
      authority that is practicable and achieves the original intent of this
      Agreement.







(e)  The
      Company may withhold from any amounts payable under this Agreement such federal,
      state or local taxes as shall be required to be withheld pursuant to any
      applicable law or regulation.




(f)  Executive's
      or the Company's failure to insist upon strict compliance with any provision
      of
      this Agreement or the failure to assert any right Executive or the Company
      may
      have hereunder, including, without limitation, the right of Executive to
      terminate employment for Good Reason, shall not be deemed to be a waiver of
      such
      provision or right or any other provision or right of this
      Agreement.




(g)  Executive
      and the Company acknowledge that, except as may otherwise be provided under
      any
      other written agreement between Executive and the Company, the employment of
      Executive by the Company is "at will" and, may be terminated by either Executive
      or the Company at any time. Except as provided in Section 3(c), if prior to
      the
      Effective Date, Executive's employment with the Company terminates, then
      Executive shall have no further rights under this Agreement.




(h)  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original and all of which shall constitute one agreement that
      is
      binding upon each of the parties hereto, notwithstanding that all parties are
      not signatories to the same counterpart.




11.  Guarantee
      of Payment .
      Great
      Plains Energy hereby guarantees to Executive, the payment of any and all amounts
      that may be due Executive under this Agreement, and the performance and
      discharge of all other obligations of the Company under this Agreement after
      written demand has been delivered to the Company and the Company has refused
      to
      so pay or perform; provided, however, that Great Plains Energy's obligation
      to
      perform hereunder is subject to all the conditions to the obligations of the
      Company to pay or perform under this Agreement and any rights of non-payment
      or
      non-performance that the Company may have (other than bankruptcy or
      insolvency).




IN
      WITNESS WHEREOF, each of Great Plains Energy, the Company and Executive has
      executed this Agreement as of the day and year first above written.




GREAT
                PLAINS ENERGY INCORPORATEDEXECUTIVE:By:Name:
            
            Shahid
                MalikTitle:STRATEGIC
                ENERGY, L.L.C.By:Name:Title: