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 John Marshall
        ("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
        May
        25, 2005, 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) two (2) 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) two (2) 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 twenty-four (24) 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 twenty-four (24) 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 two Years of Credited Service for every one actual Year
        of
        Credited Service earned under the Pension Plan, plus four 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 computed as if Executive
        had
        two Years of Credited Service for every one actual Year of Credited Service
        earned under the Pension 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 two (2) 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 Pay ment,
        Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
        imposed upon the Payments.
  (b)  Subject
        to the provisions of Section 4(c), all determinations required to be made
        under
        this Section 4, including whether and when a Gross-Up Payment is required
        and
        the amount of such Gross-Up Payment and the assumptions to be utilized in
        arriving at such determination, shall be made by an independent registered
        public accounting firm selected by the Company that is not also the Company's
        then current accounting firm for annual audit purposes (the "Accounting Firm")
        which shall provide detailed supporting calculations both to the Company
        and
        Executive within fifteen (15) business days of the receipt of notice from
        Executive that there has been a Payment, or such earlier time as is requested
        by
        the Company. In the event that the Accounting Firm is serving as accountant
        or
        auditor for the individual, entity or group effecting the Change in Control,
        Executive shall appoint another nationally recognized public accounting firm
        to
        make the determinations required hereunder (which accounting firm shall then
        be
        referred to as the Accounting Firm hereunder). All fees and expenses of the
        Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
        as
        determined pursuant to this Section 4, shall be paid by the Company to Executive
        within five (5) days of the receipt of the Accounting Firm's determination,
        but
        in no event later than the time set forth in Section 4(f), below. If the
        Accounting Firm determines that no Excise Tax is payable by Executive, it
        shall
        furnish Executive with a written opinion that failure to report the Excise
        Tax
        on Executive's applicable federal income tax return would not result in the
        imposition of a negligence or similar penalty. Any determination by the
        Accounting Firm shall be binding upon the Company and Executive. As a result
        of
        the uncertainty in the application of Section 4999 of the Code at the time
        of
        the initial determination by the Accounting Firm hereunder, it is possible
        that
        Gross-Up Payments which will not have been made by the Company should have
        been
        made ("Underpayment"), consistent with the calculations required to be made
        hereunder. In the event that the Company exhausts its remedies pursuant to
        Section 4(c) and Executive thereafter is required to make a payment of any
        Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
        that has occurred and any such Underpayment shall be promptly paid by the
        Company to or for the benefit of Executive.
  
 (c)  Executive
        shall notify the Company in writing of any claim by the Internal Revenue
        Service
        that, if successful, would require the payment by the Company of the Gross-Up
        Payment. Such notification shall be given as soon as practicable but no later
        than ten (10) business days after Executive is informed in writing of such
        claim
        and shall apprise the Company of the nature of such claim and the date on
        which
        such claim is requested to be paid. Executive shall not pay such claim prior
        to
        the expiration of the thirty (30) day period following the date on which
        Executive gives such notice to the Company (or such shorter period ending
        on the
        date that any payment of taxes with respect to such claim is due). If the
        Company notifies Executive in writing prior to the expiration of such period
        that it desires to contest such claim, Executive shall:
  (i)  give
        the
        Company any information reasonably requested by the Company relating to such
        claim;
  (ii)  take
        such
        action in connection with contesting such claim as the Company shall reasonably
        request in writing from time to time, including, without limitation, accepting
        legal representation with respect to such claim by an attorney reasonably
        selected by the Company;
  (iii)  cooperate
        with the Company in good faith in order effectively to contest such claim;
        and
  (iv)  permit
        the Company to participate in any proceedings relating to such claim; provided,
        however, that the Company shall bear and pay directly all costs and expenses
        (including additional interest and penalties) incurred in connection with
        such
        contest and shall indemnify and hold Executive harmless, on an after-tax
        basis,
        for any Excise Tax or income tax (including interest and penalties with respect
        thereto) imposed as a result of such representation and payment of costs
        and
        expenses. Without limitation on the foregoing provisions of this Section
        4(c),
        the Company shall control all proceedings taken in connection with such contest
        and, at its sole option, may pursue or forgo any and all administrative appeals,
        proceedings, hearings and conferences with the taxing authority in respect
        of
        such claim and may, at its sole option, either direct Executive to pay the
        tax
        claimed and sue for a refund or contest the claim in any permissible manner,
        and
        Executive shall prosecute such contest to a determination before any
        administrative tribunal, in a court of initial jurisdiction and in one or
        more
        appellate courts, as the Company shall determine; provided further, that
        if the
        Company desires Executive to pay such claim and sue for a refund, the Company
        shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse
        Executive from any Excise Tax or income tax (including interest or penalties
        with respect thereto) imposed with respect to such payment and provided further,
        that any extension of the statute of limitations relating to payment of taxes
        for the taxable year of Executive with respect to which such contested amount
        is
        claimed to be due is limited solely to such contested amount. Furthermore,
        the
        Company's control of the contest shall be limited to issues with respect
        to
        which a Gross-Up Payment would be payable hereunder and Executive shall be
        entitled to settle or contest, as the case may be, any other issue raised
        by the
        Internal Revenue Service or any other taxing authority.
  
 (d)  If,
        after
        payment by the Company pursuant to Section 4(c), Executive becomes entitled
        to
        receive, and receives, any refund with respect to such claim, Executive shall
        (subject to the Company's complying with the requirements of Section 4(c))
        promptly pay to the Company the amount of such refund (together with any
        interest paid or credited thereon after taxes applicable thereto). If, after
        payment of an amount by the Company pursuant to Section 4(c), a determination
        is
        made that Executive shall not be entitled to any refund with respect to such
        claim and the Company does not notify Executive in writing of its intent
        to
        contest such denial of refund prior to the expiration of thirty (30) days
        after
        such determination, then such payment shall offset, to the extent thereof,
        the
        amount of Gross-Up Payment required to be paid.
  (e)  Notwithstanding
        Executive otherwise being eligible for a Gross-Up Payment under this Section
        4,
        if, excluding any Gross-Up Payment required to be made pursuant to this Section
        4, the "parachute payment" made to Executive does not exceed three times
        Executive's "base amount" by more than $1,000, then the payments and benefits
        to
        be paid or provided under this Agreement will be reduced to the minimum extent
        necessary so that no portion of any payment or benefit to Executive, as so
        reduced, constitutes an "excess parachute payment." For purposes of this
        Section
        4(e), the terms "excess parachute payment," "parachute payment," and "base
        amount" will have the meanings assigned to them by Section 280G of the Code.
        The
        determination of whether any reduction in such payments or benefits to be
        provided under this Agreement is required pursuant to the preceding sentence
        will be made at the expense of the Company by the Accounting Firm. The fact
        that
        Executive's right to payments or benefits may be reduced by reason of the
        limitations contained in this Section 4(e) will not of itself limit or otherwise
        affect any other rights of Executive other than pursuant to this Agreement.
        In
        the event that any payment or benefit intended to be provided under this
        Agreement or otherwise is required to be reduced pursuant to this Section
        4(e),
        Executive will be entitled to designate the payments and/or benefits to be
        so
        reduced in order to give effect to this Section. The Company will provide
        Executive with all information reasonably requested by Executive to permit
        Executive to make such designation. In the event that Executive fails to
        make
        such designation within 10 business days of the date of termination of
        Executive's employment, the Company may effect such reduction in any manner
        it
        deems appropriate.
  (f)  Any
        Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt
        from Code Section 409A pursuant to the short-term deferral exception to Code
        Section 409A. Absent further guidance from the United States Treasury
        Department, the Internal Revenue Service or any judicial authority relating
        to
        the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up
        Payments pursuant to this Section 4 shall be made as follows:
  
 (i)  With
        respect to any Gross-Up Payment that can be reasonably calculated as of the
        time
        of a Change in Control or shortly thereafter, such Gross-Up Payment shall
        be
        made to Executive no later than March 15th of the calendar year following
        the
        year in which the Change in Control occurs;
  (ii)  With
        respect to any Gross-Up Payment that results from Executive becoming eligible
        for benefits under this Agreement upon Executive's termination of employment,
        such Gross-Up Payment shall be made to Executive no later than March 15th
        of the
        calendar year following the year in which the earlier of (A) the event giving
        rise to Executive's Good Reason occurs or (B) Executive's termination of
        employment; and
  (iii)  With
        respect to any Gross-Up Payment that is required to be made to Executive
        pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive
        no
        later than March 15th of the calendar year following the year in which the
        alleged obligation of Executive, as reflected by Executive's receipt of a
        claim
        by the Internal Revenue Service, is received by Executive.
  5.  Non-exclusivity
        of Rights .
        Nothing
        in this Agreement shall prevent or limit Executive's continuing or future
        participation in any plan, program, policy or practice provided by the Company
        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 May 25, 2005, 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
              
              John
                  MarshallAttn:
                  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:
              
              John
                  MarshallTitle: