Exhibit
      10.1.b




CHANGE
      IN
      CONTROL SEVERANCE AGREEMENT




THIS
      CHANGE IN CONTROL SEVERANCE AGREEMENT is entered into as of the ___ day of
      _________, 2006, between Great Plains Energy Incorporated, a Missouri
      corporation ("Great Plains Energy"), and William H. Downey
      ("Executive").




WITNESSETH:




WHEREAS,
      Executive is a valued employee of Great Plains Energy or a subsidiary thereof
      (the "Company"); and




WHEREAS,
      the Board (as defined herein) believes that it is in the best interests of
      the
      Company and its shareholders (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), (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,
      the Board and Executive previously entered into a severance agreement dated
      September 25, 2000, the "Prior Severance Agreement" whereby Great Plains Energy
      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; and




WHEREAS,
      the Board 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 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 (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:
 (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 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
          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 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 Great
          Plains
          Energy 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, except as the context requires otherwise, references to
          Great
          Plains Energy Incorporated, a Missouri corporation, its successors and
          assigns,
          and/or any subsidiary thereof, as applicable.
 (h)  Confidential
            Information .
            "Confidential Information" means (1) any and all trade secrets concerning
            the
            business and affairs of the 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 (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 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
                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 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
                  a Company
                  sponsored accident or health plan.
  (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 (1) all incentive, savings and retirement plans, practices,
                  policies and
                  programs sponsored or maintained by the Company, (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, (3) expense reimbursement by the Company 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;
  
  (iv)  Executive
                  being required by the Company to be based at any office or location
                  that is more
                  than 70 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 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)  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 of its subsidiaries,
                  (2) a
                  trustee or other fiduciary holding securities under an employee
                  benefit plan of
                  the Company 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 in
                  substantially the same proportions as their ownership of stock
                  of Great Plains
                  Energy.
  (p)  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.
  (q)  Pre -CIC
                  Protected Period .
                  "Pre-CIC Protected Period" means the period that is within the
                  Change in Control
                  Period and begins when (A) Great Plains Energy enters into an agreement,
                  the
                  consummation of which would result in the occurrence of a Change
                  in Control; (B)
                  Great Plains Energy 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 Great Plains Energy representing 10% or more
                  of the
                  combined voting power of Great Plains Energy's then outstanding
                  voting
                  securities; or (D) the Board, the members or the stockholders of
                  Great Plains
                  Energy 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, 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), (ii), (iii), and (iv), and provide to Executive
                      the benefits
                      provided in Section 3(a)(v).
 (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 if benefits are payable pursuant to Section 3(c),
            the Date
            of Termination) 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's CAP Excess Benefits Account pursuant to the Great Plains
            Energy
            Incorporated Nonqualified Deferred Compensation Plan 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 (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)(ii) 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)(ii) 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;
  (iii)  a
            cash
            amount equal to the excess of (A) the actuarial equivalent value of the
            monthly
            accrued benefits payable to Executive at age 65 under the Great Plains
            Energy
            Incorporated Management Pension Plan (the "Pension Plan") as in effect
            on the
            date of this Agreement and the benefits provided under the Supplemental
            Executive Retirement Plan in respect of the Pension Plan as in effect
            on the
            date of this Agreement, assuming (1) that benefits have accrued thereunder
            and
            Executive is entitled to such benefits, (2) each such benefit shall be
            computed
            as if Executive had three (3) additional Years of Credited Service earned
            under
            the Pension Plan and (3) Executive were fully vested in such hypothetical
            benefits, over (B) the actuarial equivalent value of Executive's vested
            accrued
            benefits under the Pension Plan and benefits payable under the Supplemental
            Executive Retirement Plan. Such cash amount shall be computed using the
            same
            actuarial methods and assumptions then in use for purposes of computing
            benefits
            under the Pension Plan, except that the computation shall be made without
            actuarial reduction for early retirement and provided that the interest
            rate
            used in such computation shall be the interest rate used on the Date
            of
            Termination by the Pension Benefit Guaranty Corporation for purposes
            of
            determining the present value of a lump sum distribution pursuant to
            a plan
            termination;


(iv)  if
      on the
      Date of Termination Executive shall not be fully vested in the matching employer
      contributions made on Executive's behalf under the Great Plains Energy
      Incorporated Cash or Deferred Arrangement, a cash amount equal to the value
      of
      the unvested portion of such matching employer contributions;




(v)  for
      a
      period of three (3) years commencing on the Date of Termination, the 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 election, such continuation coverage may be
      provided by (A) continuing such coverage under the 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 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
      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)(v), 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.
 9


(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.
 10


(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:
 11


(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
          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. 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(b), 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 Kansas City, Missouri 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 Missouri 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) Great Plains
          Energy 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"), Great Plains Energy shall
          pay all
          amounts, and provide all benefits, to Executive and/or Executive's family
          or
          other beneficiaries, as the case may be, that Great Plains Energy 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 all
          Confidential Information. Executive agrees that Executive will not disclose
          any
          Confidential Information to any person or entity other than the Company
          and
          those designated by it, 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 (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, 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 in the defense of any claims or potential claims
          that
          may be made or threatened to be made against the Company in any action,
          suit, or
          proceeding, whether civil, criminal, administrative, or investigative
          ("Proceeding") and will provide reasonable assistance to the Company in
          the
          prosecution of any claims that may be made by the 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
          also
          shall, 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 its actions), regardless of whether a lawsuit has then been
          filed
          against the 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 .
          Executive agrees that so 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, 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 business that, during
          Executive's employment, is in direct competition with the business conducted
          by
          the Company or any of its 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, directly or indirectly solicit
          any current employee of the Company or any of its 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 or any of its affiliates
          within the Geographic Area.
  
 (e)  Mutual
          Non-disparagement .
          Executive shall refrain from making any statements about the Company or
          its
          officers or directors that would disparage, or reflect unfavorably upon
          the
          image or reputation of the Company or any such officer or director. The
          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 and its 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 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 its property, and to make the 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
          State of Missouri 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 September 25, 2000, between the Board 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:Great
                    Plains Energy Incorporated
                
                William
                    H. DowneyAttn:
                    General Counsel
                
                Great
                    Plains Energy Incorporated1201
                    Walnut
                
                1201
                    WalnutKansas
                    City, Missouri
                
                Kansas
                    City, Missouri64106-2124
                
                64106-2124
 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 Great Plains Energy 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.
  IN
          WITNESS WHEREOF, each of Great Plains Energy and Executives has executed
          this
          Agreement as of the day and year first above written.
  GREAT
                    PLAINS ENERGY INCORPORATEDEXECUTIVE:By:Name:
                
                William
                    H. DowneyTitle: