Exhibit 10.3

**AMENDED AND RESTATED LIMITED GUARANTY**

****

          This AMENDED AND RESTATED LIMITED GUARANTY (as the same may be amended from time to time, the “Guaranty”) is made as of the 2nd day of July, 2004, by Great PlainsEnergy Incorporated, a Missouri corporation (the “Guarantor”), in favor of the “Lenders” under that certain Amended and Restated Credit Agreement, dated as of July 2, 2004, by and among Strategic Energy, L.L.C., a Delaware limitedliability company (the “Borrower”), the financial institutions from time to time parties thereto as Lenders (collectively, the “Lenders”) and LaSalle Bank National Association, a national banking association, in its capacity ascontractual representative for the Holders of Obligations (the “Administrative Agent”), as it may be amended, modified or supplemented from time to time (the “Credit Agreement”).

          1.     Definitions.  Capitalized terms used in this Agreement and not otherwise defined herein or in the Credit Agreement shall have the followingmeanings, applicable to both the singular and plural forms of the terms defined.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.

          As used in this Guaranty:

          “Base Guaranty Amount” means an amount equal to $25,000,000; provided, however that at the end of each fiscal quarter of Borrower on or after July 1, 2005, the Base GuarantyAmount shall be recalculated (and correspondingly increased or decreased) to be (i) $25,000,000 if the Net Worth of the Borrower is less than $100,000,000, (ii) $12,500,000 if the Net Worth of the Borrower is between $100,000,000 and $125,000,000, or (iii) $0.00 ifthe Net Worth of Borrower exceeds $125,000,000, provided, further, that no decrease of the Base Guaranty Amount shall be effective if at the time of determination a Default or Unmatured Default under the Credit Agreement or Event of Default or GPE Cross Default underthis Guaranty has occurred and is continuing.  A reduction of the Base Guaranty Amount to $0.00 shall not constitute a termination of this Guaranty.

          “Event of Default” means each of the following occurrences:

          (A)     Breach of Covenants or Obligations.  The Guarantor shall fail duly and punctually to perform or observe any agreement,covenant or obligation binding on the Guarantor under this Guaranty.

          (B)     Breach of Representation or Warranty.  Any representation or warranty made or deemed made by the Guarantor herein or inany statement or certificate at any time given by the Guarantor pursuant to this Guaranty shall be false or misleading in any material respect on the date as of which made (or deemed made).

          (C)     Involuntary Bankruptcy; Appointment of Receiver, Etc.

                    (i)     An involuntary case shall be commenced against the Guarantor and the petition shall not bedismissed, stayed, bonded or discharged within sixty (60) days after commencement of the case; or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Guarantor in an involuntary case, under any applicable bankruptcy,insolvency or other similar law now or hereinafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law.

                    (ii)     A decree or order of a court having jurisdiction in the premises for the appointment of areceiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Guarantor or over all or a substantial part of the property of the Guarantor shall be entered; or an interim receiver, trustee or other custodian of the Guarantoror of all or a substantial part of the property of the Guarantor shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the property of the Guarantor shall be issued and any such event shall not be stayed,dismissed, bonded or discharged within sixty (60) days after entry, appointment or issuance.

          (D)     Voluntary Bankruptcy; Appointment of Receiver, Etc.  The Guarantor shall (i) commence a voluntary case under anyapplicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, (iii) consent tothe appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property, (iv) make any assignment for the benefit of creditors or (v) take any corporate action to authorize any of the foregoing.

          (E)     Dissolution.  Any order, judgment or decree shall be entered against the Guarantor decreeing its involuntarydissolution or split up and such order shall remain undischarged and unstayed for a period in excess of sixty (60) days; or the Guarantor shall otherwise dissolve or cease to exist.

          (F)     Failure of GPE Guarantee Increase to Become Effective.   A GPE Guarantee Increase fails to become effective because a GPE Cross Default hasoccurred and is continuing.

          “Expenses” is defined in Section 2(ii) of this Guaranty.

          “EBITDA” shall have the meaning given to it in the Credit Agreement.

          “Financial Covenants” means those financial covenants contained in Section 7.4 of the Credit Agreement.

          “Financial Covenant Default” shall have the meaning given to it in the Credit Agreement.

          “GPE Credit Agreement” means that certain Three Year Credit Agreement dated as of March 5, 2004 among the Guarantor, the lenders party thereto and Bank One, NA, asAdministrative Agent, as the same may be amended from time to time, and any renewal or extension thereof.

          “GPE Cross Default” means (i) a Default, which solely for purposes of this definition, shall have the same meaning as in the GPE Credit Agreement, and (ii) a default or eventof default under any replacement or refinancing of the GPE Credit Agreement.

          “GPE Guarantee Increase” shall have the meaning given to it in the Credit Agreement.

          “Guaranty Adjustment Amount” means, initially, an amount equal to Zero Dollars ($0.00), provided, however, that so long as no Default or Unmatured Default under the CreditAgreement or Event of Default or GPE Cross Default under this Guaranty has occurred and is continuing, the Guarantor may at its option amend this Guaranty pursuant to the Guaranty Amount Amendment Agreement within fifteen (15) days after the end of a fiscal quarterto (i) increase the amount of the Guaranty Adjustment Amount by the amount of a GPE Guarantee Increase, or (ii) to decrease the amount of the Guaranty Adjustment Amount, so long as no Default or Unmatured Default under the Credit Agreement exists or willresult therefrom, all subject to the limitation that the Guaranty Adjustment Amount can not be reduced to less than Zero Dollars ($0.00).  Changes in the Guaranty Adjustment Amount shall become effective as of the immediately preceding fiscal quarter end,provided that all conditions to effectiveness of the related Guaranty Amount Amendment Agreement have been satisfied.

          “Guaranty Amount Amendment Agreement” means that certain amendment form attached hereto as Exhibit A and incorporated herein.

          “Maximum Guaranty Amount” means an amount equal to the Base Guaranty Amount plus the Guaranty Adjustment Amount. 

          “Net Worth” shall have the meaning given to it in the Credit Agreement.

          “Unmatured Default” shall have the meaning given to it in the Credit Agreement, except that a Financial Covenant Breach shall not be deemed to be an Unmatured Default.

          2.     Guaranty.

                    (i)     For value received and in consideration of any loan, advance or financial accommodation of anykind whatsoever heretofore, now or hereafter made, given or granted to the Borrower by the Lenders, the Guarantor unconditionally guarantees for the benefit of each of the Holders of Obligations the full and prompt payment when due and payable (by acceleration orotherwise) following the occurrence of a Default, and at all times thereafter, of all of the Obligations (including, without limitation, interest accruing following the filing of a bankruptcy petition by or against the Borrower, at the applicable rate specified inthe Credit Agreement, whether or not such interest is allowed as a claim in bankruptcy); provided, however, that the liability of the Guarantor under this Guaranty shall be limited to the Expenses plus an amount equal to the Maximum Guaranty Amount in effect at suchtime.

                    (ii)     After the occurrence and during the continuance of a Default, the Guarantor shall (a) pay to theAdministrative Agent, for the benefit of the Holders of Obligations, within three (3) Business Days of the occurrence of the Default and in immediately available funds, the full amount of the Obligations (including any portion thereof which is not yet due andpayable), and (b) pay to the Administrative Agent and reimburse the Administrative Agent for, on demand (but no sooner than three (3) days after the occurrence of the Default) and in immediately available funds, all reasonable and documented fees, costs and expenses(including, without limitation, all reasonable and documented court costs and attorneys’ and paralegals’ fees, costs and expenses) paid or incurred by the Administrative Agent or any of the Holders of Obligations in: (1) endeavoring to collect all or anypart of the Obligations from, or in prosecuting any action against, the Guarantor relating to this Guaranty or the transactions contemplated thereby; and (2) preserving, protecting or defending the enforceability of, or enforcing, this Guaranty or their respectiverights hereunder (all such costs and expenses are hereinafter referred to as the “Expenses”); provided, however, that the liability of the Guarantor under this Guaranty shall be limited to the Expenses plus an amount equal to the Maximum GuarantyAmount in effect at such time.  The Guarantor hereby agrees that this Guaranty is an absolute guaranty of payment and is not a guaranty of collection.

          3.     Obligations Unconditional.

          The Guarantor hereby agrees that its obligations under this Guaranty shall be unconditional, irrespective of:

                    (i)     the validity, enforceability, avoidance, novation or subordination of any of the Obligations orany of the Loan Documents;

                    (ii)    the absence of any attempt by, or on behalf of, any Holder of Obligations or the Administrative Agentto collect, or to take any other action to enforce, all or any part of the Obligations whether from or against the Borrower, any other guarantor of the Obligations or any other Person;

                    (iii)   the election of any remedy by, or on behalf of, any Holder of Obligations or the Administrative Agent withrespect to all or any part of the Obligations;

                    (iv)    the waiver, consent, extension, forbearance or granting of any indulgence by, or on behalf of, anyHolder of Obligations or the Administrative Agent with respect to any provision of any of the Loan Documents;

                    (v)     the failure of the Administrative Agent to take any steps to perfect and maintain its securityinterest in, or to preserve its rights to, any security or collateral for the Obligations;

                    (vi)    the election by, or on behalf of, any one or more of the Holders of Obligations, in any proceedinginstituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;

                    (vii)   any borrowing or grant of a security interest by the Borrower, as debtor‐in‐possession, underSection 364 of the Bankruptcy Code;

                    (viii)  the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of any of theHolders of Obligations or the Administrative Agent for repayment of all or any part of the Obligations or any Expenses; or

                    (ix)    any other circumstance which might otherwise constitute a legal or equitable discharge or defense ofthe Borrower or the Guarantor.

          4.    Enforcement; Application of Payments.  If payment under this Guaranty is not made by the Guarantor as required under Section 2(ii) of this Guaranty, theAdministrative Agent may proceed directly and at once, without notice, against the Guarantor to obtain performance of and to collect and recover the full amount, or any portion, of the Obligations (subject to the limitations set forth in Section 2 of this Guaranty),without first proceeding against the Borrower or any other Person, or against any security or collateral for the Obligations.  Subject only to the terms and provisions of the Credit Agreement, the Administrative Agent shall have the exclusive right to determinethe application of payments and credits, if any, from the Guarantor, the Borrower or from any other Person on account of the Obligations or any other liability of the Guarantor to any Holder of Obligations.

          5.     Representations and Warranties.  The Guarantor represents and warrants as follows to each Lender and the Administrative Agent as of the datehereof:

                    (i)     The Guarantor (a) is a corporation duly organized, validly existing and in existence under thelaws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing could reasonably be expected to have amaterial adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Guarantor, and (c) has all requisite corporate power and authority to own, operate and encumber its property;

                    (ii)    The Guarantor has the requisite corporate power and authority to execute, deliver and perform thisGuaranty and any other document required to be delivered by it under the Credit Agreement, and this Guaranty has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordancewith its terms; and

                    (iii)   The execution, delivery and performance of this Guaranty do not and will not (a) conflict with the Articlesof Incorporation or By-Laws of the Guarantor, (b) require any approval of the Guarantor’s shareholders except such as has been obtained, (c) require any approval or consent of any Person or Governmental Authority, or under the terms of any material agreementexcept as such has been obtained, and (d) will not result in or require the creation of any lien or security interest upon or with respect to any of the properties or assets of the Guarantor.

          6.     Covenants.  The Guarantor covenants and agrees that during the term of this Guaranty the Guarantor shall (i) promptly upon either of the chiefexecutive officer or chief financial officer, of the Guarantor obtaining knowledge of any condition or event which constitutes an Event of Default or a GPE Cross Default, deliver to the Administrative Agent an officer’s certificate specifying (a) the nature andperiod of existence of any such Event of Default or GPE Cross Default, (b) the notice given or action taken by any other Person in connection therewith, and (c) what action the Guarantor has taken, is taking or proposes to take with respect thereto, and (ii) promptlynotify the Administrative Agent of any event or action which results in the GPE Credit Agreement becoming a secured obligation of the Guarantor.

          7.     Waivers. 

                    (i)     The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with acourt in the event of receivership or bankruptcy of the Borrower, protest or notice with respect to the Obligations, all setoffs and counterclaims and all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices ofdishonor and notices of acceptance of this Guaranty, and all other demands whatsoever (and shall not require that the same be made on the Borrower as a condition precedent to the Guarantor’s obligations hereunder), and covenants that this Guaranty will not bedischarged, except by complete payment (in cash) and performance of the Obligations (subject to the limitations set forth in Section 2 of this Guaranty) and any other obligations contained herein.  The Guarantor further waives all notices of the existence,creation or incurring of new or additional indebtedness, arising either from additional loans extended to the Borrower or otherwise, and also waives all notices that the principal amount, or any portion thereof, and/or any interest on any instrument or documentevidencing all or any part of the Obligations is due, notices of any and all proceedings to collect from the maker, any endorser or any other guarantor of all or any part of the Obligations, or from any other Person, and, to the extent permitted by law, notices ofexchange, sale, surrender or other handling of any security or collateral, given to the Administrative Agent to secure payment of all or any part of the Obligations.

                    (ii)    The Holders of Obligations, either themselves or acting through the Administrative Agent, may from timeto time in their sole discretion, without notice or demand and without affecting the liability of the Guarantor hereunder: (a) renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, all or any part of the Obligations, orotherwise modify, amend or change the terms of any of the Loan Documents; (b) accept partial payments on all or any part of the Obligations; (c) take and hold security or collateral for the payment of all or any part of the Obligations, this Guaranty, or any otherguaranties of all or any part of the Obligations or other liabilities of the Borrower, (d) exchange, enforce, waive and release any such security or collateral; (e) apply such security or collateral and direct the order or manner of sale thereof as in theirdiscretion they may determine; (f) settle, release, exchange, enforce, waive, compromise or collect or otherwise liquidate all or any part of the Obligations, this Guaranty, any other guaranty of all or any part of the Obligations, and any security or collateral forthe Obligations or for any such guaranty; and/or (g) otherwise deal with the Borrower or any other Person that may become liable for all or any part of the Obligations.  Any of the foregoing may be done in any manner, without affecting or impairing theobligations of the Guarantor hereunder.

          8.     Setoff.  At any time after all or any part of the Obligations have become due and payable (by acceleration or otherwise) following the occurrenceof a Default, each Holder of Obligations and the Administrative Agent may, without notice to the Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of all or any part of theObligations (subject to the limitations set forth in Section 2 of this Guaranty) (i) any indebtedness due or to become due from such Holder of Obligations or the Administrative Agent to the Guarantor, and (ii) any moneys, credits or other property belonging to theGuarantor, at any time held by or coming into the possession of such Holder of Obligations or the Administrative Agent or any of their respective affiliates.

          9.     Financial Information.  The Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower and anyand all endorsers and/or other guarantors of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof, that diligent inquiry would reveal, and the Guarantor hereby agrees that noneof the Holders of Obligations nor the Administrative Agent shall have any duty to advise the Guarantor of information known to any of them regarding such condition or any such circumstances.  In the event any Holder of Obligations, in its sole discretion,undertakes at any time or from time to time to provide any such information to the Guarantor, such Holder of Obligations shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose any information whichsuch Holder of Obligations, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such information or any other information to the Guarantor.

          10.     No Marshaling; Reinstatement.  The Guarantor consents and agrees that none of the Holders of Obligations nor the Administrative Agent nor anyPerson acting for or on behalf of the Holders of Obligations or the Administrative Agent shall be under any obligation to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to theextent that the Borrower, the Guarantor or any other guarantor of all or any part of the Obligations makes a payment or payments to any Holder of Obligations or the Administrative Agent, or any Holder of Obligations or the Administrative Agent receives any proceedsof Collateral, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Borrower, the Guarantor, such other guarantor or any other Person, or their respectiveestates, trustees, receivers or any other party, including, without limitation, the Guarantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the part of the Obligations which has beenpaid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the time immediately preceding such initial payment, reduction or satisfaction.

          11.     Subrogation; Assignment of Claims.  The Guarantor hereby agrees not to (i) exercise any rights of subrogation (whether contractual, under Section509 of the Bankruptcy Code, under common law, or otherwise) to the claims of the Lenders and the Administrative Agent against Borrower or any contractual, statutory or common law rights of contribution, reimbursement, indemnification and similar rights and“claims” (as such term is defined in the Bankruptcy Code) against Borrower which arise in connection with, or as a result of, this Guaranty or, (ii) assign or transfer to any Person any claim the Guarantor has or may have against the Borrower, until, ineach case, such time as the Obligations have been indefeasibly paid in full (in cash) and all  financing commitments contained in the Credit Agreement have been terminated.

          12.     Enforcement; Amendments; Waivers.  No delay on the part of any of the Holders of Obligations or the Administrative Agent in the exercise of anyright or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shalloperate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof.  No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Holders ofObligations or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver and approved by the Administrative Agent.  Failure by any of the Holders of Obligations or theAdministrative Agent at any time or times hereafter to require strict performance by the Borrower, the Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in anyof the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Holder of Obligations shall not waive, affect or diminish any right of the Administrative Agent or such Holder of Obligations at anytime or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Holder of Obligations, or their respective agents, officers or employees, unless such waiveris contained in an instrument in writing, directed and delivered to the Borrower or the Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement.  No waiver of any Default bythe Administrative Agent or any Holder of Obligations shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Holder of Obligations permitted hereunder shall in any way affect or impairthe Administrative Agent’s or any Holder of Obligations’ rights and remedies or the obligations of the Guarantor under this Guaranty.   Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by theBorrower to any of the Holders of Obligations shall be conclusive and binding on the Guarantor irrespective of whether the Guarantor was a party to the suit or action in which such determination was made.

          13.     Effectiveness; Termination.  This Guaranty shall become effective upon its execution by the Guarantor and shall continue in full force and effectuntil the Obligations shall have been indefeasibly paid (in cash) and discharged and the financing commitments contained in the Credit Agreement shall have been terminated.  The Guarantor may terminate or revoke this Guaranty; provided, however that suchtermination or revocation shall not be effective until ten (10) Business Days after written notice of such revocation or termination, specifically referring hereto, signed by the Guarantor, is actually received by the Administrative Agent.  Such notice shall notaffect (i) the liability of the Guarantor for any Obligations, and (ii) the right and power of any of the Holders of Obligations or the Administrative Agent to enforce their rights under this Guaranty, which in either case arose prior to the effective time of suchrevocation or termination.  If any Holder of Obligations grants loans or takes other action after the Guarantor terminates or revokes this Guaranty but before the Administrative Agent receives such written notice, the rights of such Holder of Obligations withrespect thereto shall be the same as if such termination or revocation had not occurred.

          14.     Successors and Assigns.  This Guaranty shall be binding upon the Guarantor and upon its successors and assigns and shall inure to the benefit ofthe Holders of Obligations and the Administrative Agent and their respective successors and assigns permitted pursuant to the Credit Agreement; all references herein to the Borrower and to the Guarantor shall be deemed to include their respective successors andassigns.  The successors and assigns of the Guarantor and the Borrower shall include, without limitation, their respective receivers, trustees or debtors‐in‐possession.  All references to the singular shall be deemed to include the plural wherethe context so requires.

          15.     Officer Authority.  The undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of theGuarantor.

          16.     Governing Law.  This Guaranty shall be governed by and interpreted and enforced in accordance with the internal laws (without regard to conflictsof law provisions) of the State of Illinois.  Without limiting the foregoing, any dispute between the Administrative Agent and the Guarantor arising out of or related to the relationship established between them in connection with this Guaranty, and whetherarising in contract, tort, equity, or otherwise, shall be resolved in accordance with the internal laws, and not the conflicts of law provisions, of the State of Illinois.

          17.     Consent to Jurisdiction; Counterclaims; Forum Non Conveniens. 

                    (a)     Exclusive Jurisdiction.  Except as provided in subsection (b) of this Section 17, theAdministrative Agent, on behalf of itself and the Holders of Obligations, and the Guarantor agree that all disputes between them arising out of or related to the relationship established between them in connection with this Guaranty, whether arising in contract,tort, equity, or otherwise, shall be resolved only by state or federal courts located in Chicago, Illinois, but the parties acknowledge that any appeals from those courts may have to be heard by a court located outside of Chicago, Illinois.

                    (b)     Other Jurisdictions.  The Administrative Agent shall have the right to proceed againstthe Guarantor or its real or personal property in a court in any location to enable the Administrative Agent to obtain personal jurisdiction over the Guarantor or to enforce a judgment or other court order entered in favor of the Administrative Agent.  TheGuarantor shall not assert any permissive counterclaims in any proceeding brought by the Administrative Agent under this clause (b) arising out of or relating to this Guaranty.

                    (c)     Venue; Forum Non Conveniens.  Each of the Guarantor and the Administrative Agentwaives any objection that it may now or hereafter have (including, without limitation, any objection to the laying of venue or based on forum non conveniens) to the location of the court in which any proceeding with respect to this Guaranty or any other documentexecuted or delivered in connection herewith is commenced in accordance with this Section 16.

          18.     Waiver of Jury Trial.  Each of the Guarantor and the Administrative Agent waives any right to trial by jury in any dispute, whether sounding incontract, tort, or otherwise, between the Administrative Agent and the Guarantor arising out of or related to the transactions contemplated by this Guaranty or any other instrument, document or agreement executed or delivered in connection herewith.  Either theGuarantor or the Administrative Agent may file an original counterpart or a copy of this Guaranty with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.

          19.     Waiver of Bond.  The Guarantor waives the posting of any bond otherwise required of the Administrative Agent in connection with any judicialprocess or proceeding to enforce any judgment or other court order entered in favor of the Administrative Agent, or to enforce by specific performance, temporary restraining order, or preliminary or permanent injunction, this Guaranty or any other agreement ordocument between the Administrative Agent and the Guarantor.

          20.     Advice of Counsel.  The Guarantor represents and warrants that it has consulted with its legal counsel regarding all waivers under this Guaranty,including without limitation those under Section 7 and Sections 17 through 19 hereof, that it believes that it fully understands all rights that it is waiving and the effect of such waivers, that it assumes the risk of any misunderstanding that it may have regardingany of the foregoing, and that it intends that such waivers shall be a material inducement to the Administrative Agent and the Holders of Obligations to extend the indebtedness guaranteed hereby.

          21.     Notices.  All notices and other communications required or desired to be served, given or delivered hereunder shall be in writing or by atelecommunications device capable of creating a printed record and shall be addressed to the party to be notified as follows:

if to the Guarantor, at:

                    Great Plains Energy, Incorporated                    1201 Walnut                    Kansas City, Missouri 64106                    Attention:  Andrea F. Bielsker                    Telecopy:   816-556-2924                    Confirmation:  816-556-2059

if to the Administrative Agent, at:

                    LaSalle Bank National Association                    30 South Meridian Street, Suite 800                    Indianapolis, Indiana 46204                    Attention:     Mark H. Veach                    Telecopy:     317-756-7021                    Confirmation:     317-756-7011

if to the Lenders, at:     

                    LaSalle Bank National Association                    30 South Meridian Street, Suite 800                    Indianapolis, Indiana 46204                    Attention:     Mark H. Veach                    Telecopy:     317-756-7021                    Confirmation:     317-756-7011

                    PNC Bank, National Association                    One PNC Plaza, 2nd Floor                    249 Fifth Avenue                    Pittsburgh, PA  15222-2707                    Attention:     Thomas A. Majeski                    Telecopy:     412-762-6484                    Confirmation:     412-762-2431

                    Citizens Bank of Pennsylvania                    525 William Penn Place, 29th Floor                    Pittsburgh, PA  15219-1729                    Attention:     Dwayne R. Finney                    Telecopy:     412-552-6307                    Confirmation:     412-867-2425

                    Provident Bank                    309 Vine Street -- 235D                    Cincinnati, OH  45202                    Attention:  Brian Ciaverella                    Telecopy:      412-263-4890                    Confirmation:     412-263-4732

                    Fifth Third Bank                    1404 E. Ninth Street                    Cleveland, OH  44114                    Attention:     Jim Janovsky                    Telecopy:     412-937-9896                    Confirmation:     412-937-1855 x 27

                    Sky Bank                    The Times Building                    336 Fourth Avenue                    Pittsburgh, PA  15222                    Attention:     W. Christopher Kohler                    Telecopy:     412-227-6496                    Confirmation:     412-227-4866

or, as to each party, at such other address as designated by such party in a written notice to the other party.  All such notices and communications shall be deemed to be validly served, given or delivered (i) three (3) days following deposit inthe United States mails, with proper postage prepaid; (ii) upon delivery thereof if delivered by hand to the party to be notified; (iii) upon delivery thereof to a reputable overnight courier service, with delivery charges prepaid; or (iv) upon confirmation ofreceipt thereof if transmitted by a telecommunications device.

          22.     Severability.  Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remainingprovisions of this Guaranty.

          23.     Merger.   This Guaranty represents the final agreement of the Guarantor with respect to the matters contained herein and may not be contradictedby evidence of prior or contemporaneous agreements, or subsequent oral agreements, between the Guarantor and the Administrative Agent or any Holder of Obligations.

          24.     Execution in Counterparts.  This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts,each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

          25.     No Strict Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event anambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisionsof this Agreement.

[Signature Page Follows]

          IN WITNESS WHEREOF, this Amended and Restated Guaranty has been duly executed by the Guarantor as of the day and year first set forth above.

| GREAT PLAINS ENERGY INCORPORATED   as the Guarantor                                |
|----------------------------------------------------------------------------------------------|
|                                                                                              |
|                                                                                              |
| By:       /s/Andrea F. Bielsker                                |
| Name:  Andrea F. Bielsker                                                               |
| Title:   Senior Vice President-Finance, Chief Financial Officer and Treasurer |
|                                                                                              |

Acknowledged andAccepted as at July 2, 2004LASALLE BANK NATIONAL ASSOCIATION,as Administrative AgentBy:/s/Mark H. VeachName:  March H. VeachTitle:  First Vice President