exv4w2






Exhibit 4.2




GREAT PLAINS ENERGY INCORPORATED




and




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,




as Trustee




SUPPLEMENTAL INDENTURE NO. 1




Dated as of May 18, 2009




     THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of May 18, 2009 (the “Supplemental Indenture No.
1”), between GREAT PLAINS ENERGY INCORPORATED, a Missouri corporation (the “Company”), and THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”),
amending and supplementing the Subordinated Indenture, dated as of May 18, 2009 between the Company
and the Trustee, governing the issuance of debt securities (the “Base Indenture”). The Base
Indenture, as amended and supplemented by this Supplemental Indenture No. 1, shall be referred to
herein as the “Indenture.”



RECITALS




     WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for
the future issuance of the Company’s unsecured subordinated debentures, notes or other evidences of
indebtedness (the “Securities”), to be issued from time to time in one or more series as might be
determined by the Company under the Base Indenture;



     WHEREAS, Section 13.01(a)(3) of the Base Indenture provides for the Company and the Trustee to
enter into an indenture supplemental to the Base Indenture to establish the form or terms of
Securities of any series as permitted by Section 2.01 and Section 2.05 of the Base Indenture;



     WHEREAS, pursuant to Section 2.05 of the Base Indenture, the Company wishes to provide for the
issuance of a new series of Securities to be known as its 10.00% Subordinated Notes due 2042 (the
“Notes”), the form and terms of such Notes and the terms, provisions and conditions thereof to be
set forth as provided in this Supplemental Indenture No. 1; and



     WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental
Indenture No. 1, and all requirements necessary to make this Supplemental Indenture No. 1 a valid,
binding and enforceable instrument in accordance with its terms, and to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee, the valid, binding and
enforceable obligations of the Company, have been done and performed, and the execution and
delivery of this Supplemental Indenture No. 1 has been duly authorized in all respects.



 









 





     NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



ARTICLE 1

Definitions




     Section 1.01 . Relation to Base Indenture. This Supplemental Indenture No. 1 constitutes an
integral part of the Base Indenture, and supplements and amends the Base Indenture solely with
respect to the Notes.



     Section 1.02 . Definition of Terms. For all purposes of this Supplemental Indenture No. 1:



     (a) a term not defined herein that is defined in the Base Indenture has the same meaning when
used in this Supplemental Indenture No. 1;



     (b) the definition of any term in this Supplemental Indenture No. 1 that is also defined in
the Base Indenture shall supersede the definition of such term in the Base Indenture;



     (c) a term not defined herein or in the Base Indenture shall have the meaning set forth in the
Purchase Contract and Pledge Agreement;



     (d) a term defined anywhere in this Supplemental Indenture No. 1 has the same meaning
throughout;



     (e) the singular includes the plural and vice versa;



     (f) headings are for convenience of reference only and do not affect interpretation;



     (g) the following terms have the meanings given to them in this Section 1.02(g):



     “Accounting Event” means the receipt by the audit committee of the Company’s board of
directors of a written report in accordance with Statement on Auditing Standards (“SAS”) No. 97,
“Amendment to SAS No. 50—Reports on the Application of Accounting Principles,” from the Company’s
independent registered public accounting firm, provided at the request of management of the
Company, to the effect that, as a result of a change in accounting rules after the date of original
issuance of the Notes, the Company must either (a) account for the Purchase Contracts as
derivatives under SFAS 133 (or otherwise mark-to-market or measure the fair value of all or any
portion of the Purchase Contracts with changes appearing in the Company’s income statement) or (b)
account for the Units using the if-converted method under SFAS 128, and that such accounting
treatment shall cease to apply upon redemption of the Notes.



     “Additional Notes” means the notes of the Company, with the terms set forth in Section 2.06(g)
and issued pursuant to Section 2.06(e) or Section 2.06(f).



     “Annual Interest Payment Date” has the meaning set forth in Section 2.05(b)(ii).



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     “Applicable Ownership Interest in Notes” has the meaning set forth in the Purchase Contract
and Pledge Agreement.



     “Applicable Principal Amount” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Applicable Remarketing Period” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Beneficial Owner” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Business Day” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
shares issued by that Person.



     “Cash Settlement” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Collateral Account” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Collateral Agent” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Collateral Substitution” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Corporate Unit” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Coupon Rate” has the meaning set forth in Section 2.05.



     “Custodial Agent” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Deferral Period” means the period beginning on the Interest Payment Date for which the
Company has elected to defer the Interest Payment in accordance with Section 2.06(a) and ending on
the earlier of (a) the next Interest Payment Date on which the Company has paid all accrued and
unpaid interest on the Notes, (b) the third anniversary of the Interest Payment Date on which the
Interest Payment was originally scheduled to be paid and (c) June 15, 2014.



     “Deferred Period End Date” means the earlier of the Purchase Contract Settlement Date and the
Reset Effective Date that is applicable to a period in which there is Deferred Interest not paid in
full.



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     “Deferred Interest” has the meaning set forth in Section 2.06(a).



     “Depositary” means a clearing agency registered under Section 17A of the Exchange Act that is
designated to act as depositary for the Global Notes as contemplated by Section 2.04.



     “Depositary Participant” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Early Remarketing” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Early Remarketing Period” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Early Settlement” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Employment Benefit Plan” means any written purchase, savings, option, bonus, appreciation,
profit sharing, thrift, incentive, pension or similar plan or arrangement or any written
compensatory contract or arrangement.



     “Failed Early Remarketing” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Failed Final Remarketing” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Failed Remarketing” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Final Remarketing” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Final Remarketing Period” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Fundamental Change Early Settlement” has the meaning set forth in the Purchase Contract and
Pledge Agreement.



     “Global Note” has the meaning set forth in Section 2.04.



     “Holder” means (a) with respect to the Corporate Units or the Treasury Units, such term as
defined in the Purchase Contract and Pledge Agreement and (b) with respect to the Notes, the Person
in whose name at the time a particular Note is registered on the books of the Trustee kept for that
purpose.



     “Increased Principal Amount” has the meaning set forth in Section 2.09.



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     “Interest Payment” means, with respect to any Interest Payment Date, the interest payment on
the Notes due on such Interest Payment Date.



     “Interest Payment Date” means a Quarterly Interest Payment Date or a Annual Interest Payment
Date, as applicable.



     “Interest Period” means, with respect to any Interest Payment Date, the period from and
including the immediately preceding Interest Payment Date (or if none, the date hereof) to, but
excluding, such Interest Payment Date.



     “Optional Redemption” means the redemption of the Notes pursuant to the terms of Section 3.02.



     “Optional Redemption Date” has the meaning set forth in Section 3.02.



     “Person” means a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof or any other entity of
whatever nature.



     “Pledged Applicable Ownership Interests in Notes” has the meaning set forth in the Purchase
Contract and Pledge Agreement.



     “Pledged Note” has the meaning set forth in Section 2.09.



     “Purchase Contract” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Purchase Contract Agent” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Purchase Contract and Pledge Agreement” means the Purchase Contract and Pledge Agreement,
dated as of May 18, 2009, among the Company, The Bank of New York Mellon Trust Company, N.A., as
Purchase Contract Agent and attorney-in-fact for Holders of the Purchase Contracts, and The Bank of
New York Mellon Trust Company, N.A., as Collateral Agent, Custodial Agent and Securities
Intermediary, as amended from time to time.



     “Purchase Contract Settlement Date” has the meaning set forth in the Purchase Contract and
Pledge Agreement.



     “Put Price” has the meaning set forth in Section 8.05(a).



     “Put Right” has the meaning set forth in Section 8.05(a).



     “Quarterly Interest Payment Date” has the meaning set forth in Section 2.05(b)(i).



     “Quotation Agent” means any primary U.S. government securities dealer in New York City
selected by the Company.



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     “Redemption” means either a Special Event Redemption or an Optional Redemption.



     “Redemption Amount” means, for each Note, the product of the principal amount of such Note and
a fraction, the numerator of which is the Special Event Treasury Portfolio Purchase Price, and the
denominator of which is the Applicable Principal Amount; provided that in no event shall the
Redemption Amount for any Note be less than the principal amount of such Note.



     “Redemption Date” means any Optional Redemption Date or and Special Event Redemption Date.



     “Redemption Price” means, for any Note (a) in the case of a Special Event Redemption, the
Redemption Amount for such Note, plus accrued and unpaid interest to, but excluding, the Special
Event Redemption Date and (b) in the case of an Optional Redemption, the principal amount of such
Note, plus accrued and unpaid interest to, but excluding, the Optional Redemption Date.



     “Reduced Principal Amount” has the meaning set forth in Section 2.09.



     “Regular Record Date” means, with respect to any Interest Payment Date for the Notes, the
first day of the calendar month in which such Interest Payment Date falls regardless of whether
such day is a Business Day.



     “Released Note” has the meaning set forth in Section 2.09.



     “Remarketed Notes” means, with respect to all Remarketings during any Applicable Remarketing
Period, the aggregate principal amount of Notes underlying the Pledged Applicable Ownership
Interests in Notes and the Separate Notes, if any, subject to Remarketing as identified to the
Remarketing Agent by the Purchase Contract Agent and the Custodial Agent, respectively, in each
case by 11:00 a.m., New York City time, in the case of an Early Remarketing, or promptly after 4:00
p.m., New York City time, in the case of a Final Remarketing, on the Business Day prior to the
first day of the Applicable Remarketing Period in accordance with the Purchase Contract and Pledge
Agreement and shall include: (a) the Notes underlying the Pledged Applicable Ownership Interests in
Notes of the Holders of Corporate Units who have not effected a Collateral Substitution, Early
Settlement or a Fundamental Change Early Settlement prior to the second Business Day preceding such
Applicable Remarketing Period, and, in the case of a Final Remarketing, Holders of Corporate Units
who have not notified the Purchase Contract Agent prior to 4:00 p.m., New York City time, on the
seventh Business Day immediately preceding the Purchase Contract Settlement Date of their intention
to effect a Cash Settlement of the related Purchase Contracts pursuant to the terms of the Purchase
Contract and Pledge Agreement or who have so notified the Purchase Contract Agent but failed to
make the required cash payment prior to 11:00 a.m., New York City time, on the sixth Business Day
immediately preceding the Purchase Contract Settlement Date, and (b) the Separate Notes of the
Holders of Separate Notes, if any, who have elected to have their Separate Notes remarketed in such
Remarketing pursuant to the terms of the Purchase Contract and Pledge Agreement.



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     “Remarketing” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Remarketing Agent(s)” means any Remarketing Agent(s) appointed by the Company, pursuant to
the Remarketing Agreement.



     “Remarketing Agreement” means the Remarketing Agreement to be entered into among the Company
and the Remarketing Agent(s) and The Bank of New York Mellon Trust Company, N.A., as Purchase
Contract Agent, substantially in the form attached to the Purchase Contract and Pledge Agreement as
Exhibit P, as amended from time to time in accordance with its terms.



     “Remarketing Date” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Remarketing Price” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Remarketing Settlement Date” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Reset Effective Date” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Reset Rate” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Semiannual Interest Payment Date” has the meaning set forth in Section 2.05(b)(ii)



     “Separate Notes” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Special Event” means either an Accounting Event or a Tax Event.



     “Special Event Redemption” means the redemption of the Notes following the occurrence of a
Special Event pursuant to Section 3.01.



     “Special Event Redemption Date” shall have the meaning set forth in Section 3.01.



     “Special Event Treasury Portfolio” has the meaning set forth in the Purchase Contract and
Pledge Agreement.



     “Special Event Treasury Portfolio Purchase Price” has the meaning set forth in the Purchase
Contract and Pledge Agreement.



     “Stated Maturity” has the meaning set forth in Section 2.02.



     “Subjected Note” has the meaning set forth in Section 2.09.



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     “Successful Early Remarketing” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Successful Remarketing” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Tax Event” means the receipt by the Company of an opinion of counsel, rendered by a law firm
having a recognized national tax practice, to the effect that, as a result of any amendment to,
change in or announced proposed change in the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or as a result of any
official administrative decision, pronouncement, judicial decision or action interpreting or
applying such laws or regulations, which amendment or change is effective or which proposed change,
pronouncement, action or decision is announced on or after the date of the original issuance of the
Notes, there is more than an insubstantial increase in the risk that interest payable by the
Company on the Notes is not, or within 90 days of the date of such opinion, will not be, deductible
by the Company, in whole or in part, for United States federal income tax purposes.



     “Termination Event” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Treasury Unit” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     The terms “Company,” “Trustee,” “Indenture,” “Base Indenture,” “Securities” and “Notes” shall
have the respective meanings set forth in the recitals and the paragraph preceding the recitals to
this Supplemental Indenture No. 1.



ARTICLE 2

General Terms and Conditions of the Notes




     Section 2.01. Designation and Principal Amount. There is hereby authorized a series of
Securities designated as 10.00% Subordinated Notes due 2042 limited in aggregate principal amount
to $287,500,000; provided, however, that the Company, without notice to or consent of the Holders,
may issue additional Securities of this series and thereby increase such principal amount in the
future, on the same terms and conditions (except for the issue date and, if applicable, the date
from which interest accrues and the first Interest Payment Date) as the Securities of this series.
The Notes may be issued from time to time upon written order of the Company for the authentication
and delivery of Notes pursuant to Section 2.05 of the Base Indenture.



     Section 2.02. Maturity. Unless a Redemption occurs prior to the Stated Maturity (defined
below), the date upon which the Notes shall become due and payable at final maturity, together with
any accrued and unpaid interest (other than Deferred Interest and compounded interest thereon,
which will be due and payable at the end of the Deferral Period described in



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Section 2.06), is, initially, June 15, 2042; provided, however, such date may be changed as
set forth in Section 8.06(a) hereto (such applicable date, the “Stated Maturity”).




     Section 2.03. Form, Payment and Appointment. Except as provided in Section 2.04, the Notes
shall be issued in fully registered, certificated form, bearing identical terms. Notes
corresponding to Applicable Ownership Interests in Notes that are components of Corporate Units
shall be registered in the name of the Purchase Contract Agent. Principal of and interest on the
Notes will be payable, the transfer of such Notes will be registrable, and such Notes will be
exchangeable for Notes of a like aggregate principal amount bearing identical terms and provisions,
at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The
City of New York, which shall initially be the Corporate Trust Office of the Trustee in The City of
New York, which is located at 101 Barclay Street, New York, New York, 10286; provided, however,
that payment of interest may be made at the option of the Company by check mailed to the Person
entitled thereto at such address as shall appear in the Notes register or by wire transfer to an
account appropriately designated by the Person entitled to payment at least 10 Business Days prior
to the applicable Interest Payment Date. Payments with respect to any Global Note will be made by
wire transfer to the Depositary.



     No service charge shall be made for any registration of transfer or exchange of the Notes, but
the Company may require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.



     The paying agent and the registrar for the Notes shall initially be the Trustee.



     The Notes shall be issuable in minimum denominations of $1,000 and integral multiples of
$1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Notes
underlying the Pledged Applicable Ownership Interests in Notes in accordance with Section 3.15 of
the Purchase Contract and Pledge Agreement (other than any release of Notes underlying Pledged
Applicable Ownership Interests in Notes in connection with (i) the creation of Treasury Units by
Collateral Substitution, (ii) a Successful Remarketing, (iii) Fundamental Change Early Settlement,
(iv) Early Settlement with separate cash or (v) Cash Settlement, in accordance with Section 3.13,
Section 5.02, Section 5.03(b), Section 5.05(b), Section 5.08 or Section 5.03(a) of the Purchase
Contract and Pledge Agreement, as the case may be), the Notes shall be issuable in denominations of
$50 and integral multiples of $50 in excess thereof.



     Section 2.04. Global Notes. Notes corresponding to Applicable Ownership Interests in Notes
that are no longer a component of the Corporate Units and are released from the Collateral Account
will be issued in permanent global form (a “Global Note”), and if issued as one or more Global
Notes, the Depositary shall be The Depository Trust Company or such other depositary as any officer
of the Company may from time to time designate. On the date on which the Notes registered in the
name of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also
issue one or more Global Notes, registered in the name of the Depositary or its nominee, each
having a zero principal balance. Upon the creation of Treasury Units, or the recreation of
Corporate Units or in any other case where the Collateral Agent releases Notes underlying the
Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the
Schedule of Increases or Decreases in Note on the Global Notes held by the Depositary and on the
Pledged Note held by the Collateral Agent. Notes represented by the



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Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes
or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act,
and the Company has not appointed a successor Depositary within 90 days of that notice or of its
becoming aware of such cessation; or at the request of any Holder of Notes if an Event of Default
has occurred and is continuing with respect to the Notes or (y) upon recreation of Corporate Units;
provided, subject to Section 2.03, that the Notes in certificated form so issued in exchange for
the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that
amount and be of like aggregate principal amount and tenor as the portion of the Global Note to be
exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be
entitled to receive physical delivery of Notes in certificated form and will not be considered the
Holders thereof for any purpose under the Indenture. Unless and until such Global Note is
exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in
part, and any payments on the Notes shall be made, only to the Depositary or a nominee of the
Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of
such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the
fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form
registered in such names as the Depositary shall direct.




     Section 2.05. Interest. (a) The Notes will bear interest initially at the rate of 10.00%
per year (the “Coupon Rate”) from and including May 18, 2009 to, but excluding, the Stated
Maturity, or in the event of a Successful Remarketing, the Reset Effective Date. In the event of a
Successful Remarketing of the Notes, the Coupon Rate for all Notes (regardless of whether such
Notes are Remarketed Notes) will be reset by the Remarketing Agents to the Reset Rate with effect
from the Reset Effective Date, as set forth in Section 8.03; provided, however, that the interest
rate on Additional Notes shall not be reset. If the Coupon Rate is so reset, the Notes will bear
interest at the Reset Rate from, and including, the Reset Effective Date to, but excluding, the
Stated Maturity. The Notes shall bear interest, to the extent permitted by law, on any overdue
principal and interest at the Coupon Rate, unless a Successful Remarketing shall have occurred, in
which case interest on such amounts shall accrue at the Reset Rate from and including the Reset
Effective Date compounded annually thereafter (unless the Company elects to pay interest on a
semi-annual basis, in which case interest will compound semi-annually thereafter), in each case, in
accordance with this Section 2.05.



     (b) (i) Prior to and, if such date falls on a Quarterly Interest Payment Date (defined below),
on the Remarketing Settlement Date (or, in the event no Successful Remarketing occurs, prior to and
on the Stated Maturity), interest on the Notes shall be payable quarterly in arrears on March 15,
June 15, September 15 and December 15 of each year (each, a “Quarterly Interest Payment Date”),
commencing September 15, 2009, to the Person in whose name the relevant Notes are registered at the
close of business on the Regular Record Date for such Interest Payment Date except that interest
payable at the Stated Maturity of the Notes shall be paid to the Person to whom principal is
payable.




     (ii) From, and including, the Reset Effective Date, if any, interest on the Notes shall
be payable annually on December 31 of each year (the “Annual Interest Payment Date”), unless
the Company elects to pay interest semi-annually on June 15 and



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December 15 of each year (the “Semiannual Interest Payment Date”). Such election shall
be evidenced by an Officers’ Certificate delivered to the Trustee no later than the Reset
Effective Date. In either case, such Interest Payments shall be made to the Person in whose
name the relevant Notes are registered at the close of business on the Regular Record Date
for such Interest Payment Date except that interest payable at the Stated Maturity of the
Notes shall be paid to the Person to whom principal is payable.



     (c) The amount of interest payable on the Notes for any period will be computed (i) for any
full quarterly, semi-annual or annual period on the basis of a 360-day year of twelve 30-day
months, (ii) for any period shorter than a full quarterly, semi-annual or annual period, on the
basis of a 30-day month and (iii) for any period less than a month, on the basis of the actual
number of days elapsed per 30-day month. In the event that any scheduled Interest Payment Date
falls on a day that is not a Business Day, then payment of interest payable on such Interest
Payment Date will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) with the same force and effect as if made
on such originally scheduled Interest Payment Date; provided, however, if such payment on the next
Business Day would cause the Interest Payment Date to occur in the next calendar year, then such
payment will be made on the immediately preceding Business Day, in each case with the same force
and effect as if made on the applicable Interest Payment Date.



     Section 2.06. Deferral of Interest.



     (a) Prior to June 15, 2012, in accordance with Section 2.06(c) below and subject to the
restrictions set forth in Section 9.02, the Company may elect at one or more times to defer payment
of interest on the Notes (such unpaid interest, the “Deferred Interest”) for one or more
consecutive Interest Periods; provided that each deferred Interest Payment may only be deferred
until the earlier of (i) the third anniversary of the Interest Payment Date on which the original
Interest Payment was scheduled to be paid and (ii) June 15, 2014. For the avoidance of doubt, the
Company shall have paid all Deferred Interest in full, the Company may again defer Interest
Payments subject to and in accordance with the terms of this Section 2.06.



     (b) Deferred Interest on the Notes will bear interest at the Coupon Rate or the Reset Rate, as
applicable, and such interest will be compounded on each Interest Payment Date unless paid on the
applicable Interest Payment Date, in each case in accordance with the fourth sentence of Section
2.05(a).



     (c) In the event that the Company elects to defer any Interest Payment, the Company shall
notify the Trustee and the Holders in writing of such election at least one Business Day prior to
the Regular Record Date for the Interest Payment Date on which the Company intends to begin a
Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a
particular Interest Payment Date shall also constitute the commencement of a Deferral Period,
unless such interest is paid within five (5) Business Days after such Interest Payment Date,
whether or not the Company provides a notice of deferral.



     (d) The Company may pay Deferred Interest (including compounded interest thereon) in cash on
any scheduled Interest Payment Date occurring on or prior to June 15, 2014. Deferred Interest paid
on any Interest Payment Date shall be payable to the Person in whose name the



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Notes are registered at the closing of business on the Regular Record Date next preceding such
Interest Payment Date.




     (e) In connection with any Successful Remarketing of the Notes, all then-outstanding Deferred
Interest (including compounded interest thereon) shall be paid to the Holders of Notes that
participated in the Remarketing on the immediately following scheduled Interest Payment Date from
the proceeds of the Successful Remarketing. As of the Reset Effective Date for any Successful
Remarketing, solely with respect to Separate Notes that were not remarketed in such remarketing,
all then-outstanding Deferred Interest (including compounded interest thereon) will be paid to the
Holders of such Separate Notes on the immediately following scheduled Interest Payment Date, at the
Company’s election (as evidenced to the Trustee by an Officers’ Certificate delivered to the
Trustee promptly after such determination), in cash or by issuing Additional Notes to the Holders
of such Separate Notes in principal amount and denominations equal to the amount of such Deferred
Interest (including compounded interest thereon).



     (f) On a Special Event Redemption Date, if any, all then-outstanding accrued and unpaid
Deferred Interest (including compounded interest thereon) will be paid to the Holders of Corporate
Units or Separate Notes, at the Company’s election (as evidenced to the Trustee by an Officers’
Certificate delivered to the Trustee promptly after such determination), in cash or by issuing
Additional Notes to the Holders of such Corporate Units or Separate Notes in principal amount and
denominations equal to the amount of such Deferred Interest (including compounded interest
thereon).



     (g) Any Additional Notes shall be issued by the Company upon Company Order and in compliance
with Section 2.05(c) of the Base Indenture, and shall include the following terms:




     (i) such Additional Notes will have a maturity date of June 15, 2014;




     (ii) such Additional Notes shall bear interest at an annual rate that is equal to the
then market rate of interest for similar instruments (not to exceed 15.00%), as determined
by a nationally-recognized investment banking firm selected by the Company and evidenced to
the Trustee by an Officers’ Certificate delivered to the Trustee promptly after such
determination;




     (iii) such Additional Notes shall be subordinate and junior in right of payment to all
of the Company’s then existing and future Senior Indebtedness and such Additional Notes
shall be pari passu with the Notes (prior to any modification to the terms of the Notes in
connection with any Successful Remarketing);




     (iv) such Additional Notes shall be redeemable at the Company’s option at any time for
a price equal to their principal amount, plus accrued and unpaid interest due thereon to,
but excluding, the date of redemption; and




     (v) such Additional Notes shall be a separate series of Securities from the Notes, but
shall have the same Interest Payment Date and Regular Record Date and shall be issued in the
same form (either Global Notes or certificated Notes) as the Notes.



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     Section 2.07. Defeasance and Discharge. For the avoidance of doubt, after the Purchase
Contract Settlement Date, if the Company deposits, in trust, with the Trustee, money or U.S.
Government Obligations that will provide money, in an amount sufficient, without reinvestment, to
pay all the principal of, and interest on, the Notes on the dates payments are due, the Company may
elect to (a) defease and be discharged, or (b) be released, from its obligations, in each case as,
and subject to the conditions, described in Article V of the Base Indenture.



     Section 2.08. No Sinking Fund or Repayment at Option of the Holder. The Notes are not
entitled to the benefit of any sinking fund and Article IV of the Base Indenture shall not apply to
the Notes.



     Section 2.09. Increase and Decrease. In the event that any Notes underlying Pledged
Applicable Ownership Interests in Notes are to be released from the Pledge following a Termination
Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or
Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a
“Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral
Agent on the Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the
principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the
principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced
Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the
Pledged Note evidencing such Reduced Principal Amount to the Trustee at the telecopier number or
address of the Trustee provided for notices to the Trustee in the Purchase Contract and Pledge
Agreement (or at such other telecopier or address as the Trustee shall provide to the Collateral
Agent). Upon receipt of such confirmation, the Trustee shall instruct the Custodial Agent to
increase the principal amount of a Global Note held by the Custodial Agent in an amount equal to
the Reduced Principal Amount by an endorsement made by the Custodial Agent on such Global Note to
reflect such increase. In the event that a Note is transferred to the Collateral Agent pursuant to
Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with
the recreation of Corporate Units, such transfer shall be evidenced by an endorsement by the
Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the
principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the
principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased
Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the
Pledged Note evidencing such Increased Principal Amount to the Trustee at the telecopier number or
address of the Trustee provided for notices to the Trustee in the Purchase Contract and Pledge
Agreement (or at such other telecopier or address as the Trustee shall provide to the Collateral
Agent). Upon receipt of such confirmation, the Trustee shall instruct the Custodial Agent to
decrease the principal amount of the Global Note held by the Custodial Agent in an amount equal to
the Increased Principal Amount by an endorsement made by the Custodial Agent on such Global Note to
reflect such decrease.



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ARTICLE 3

Redemption of the Notes




     Section 3.01. Special Event Redemption. If a Special Event shall occur and be continuing,
prior to the earlier of the date of a Successful Remarketing or the Purchase Contract Settlement
Date, the Company may, at its option, redeem the Notes on any Interest Payment Date in whole, but
not in part, at a price per Note payable in cash equal to the Redemption Price, payable on the date
of redemption (the “Special Event Redemption Date”), in accordance with the redemption procedures
set forth in Section 3.05 below. The Redemption Price payable in respect of all Notes included in
Corporate Units will be distributed to the Collateral Agent, which in turn will apply such
Redemption Price to purchase the Special Event Treasury Portfolio on behalf of the Holders of the
Corporate Units and remit the remaining portion (net of fees and expenses, if any), if any, of such
Redemption Price to the Purchase Contract Agent for payment to the Holders of the Corporate Units.
Thereafter, the Applicable Ownership Interests in the Special Event Treasury Portfolio will be
substituted for the Applicable Ownership Interests in Notes and will be pledged to the Company
through the Collateral Agent to secure the Holders’ obligations to purchase Common Stock under the
related Purchase Contract. Any then-outstanding accrued and unpaid Deferred Interest (including
compounded interest thereon) on the Notes will not be included in such Redemption Price and will be
paid to the Holders of the Corporate Units or Separate Notes, as applicable, on the Special Event
Redemption Date, at the Company’s election (as evidenced to the Trustee by an Officers’ Certificate
delivered to the Trustee promptly after such determination), in cash or by issuing Additional Notes
to the Holders of such Corporate Units or Separate Notes in principal amount and denominations
equal to the amount of such Deferred Interest (including compounded interest thereon). Holders of
Separate Notes will directly receive the Redemption Price with respect to their Separate Note and
any cash or Additional Notes that may be issued in payment of any outstanding Deferred Interest.



     Following the notice of a Special Event Redemption in accordance with Section 3.02(b) of the
Base Indenture, neither the Company nor the Trustee shall be required to register the transfer of
or exchange the Notes to be redeemed.



     Section 3.02 Optional Redemption. The Company may, at its option, redeem the Notes, in whole
or in part, on a date not earlier than June 15, 2014, at a price per Note equal to the Redemption
Price, payable on the date of redemption (such date, the “Optional Redemption Date”). If the
Company decides to redeem fewer than all of the Notes Outstanding, the Trustee will select the
Notes to be redeemed by lot, pro rata or by another method the Trustee considers fair and
appropriate.



     Section 3.03 Notice of Redemption. Notice of redemption shall be given in accordance with
Section 3.02(b) of the Base Indenture. In addition, in the case of Special Event Redemption, the
Company shall notify the Collateral Agent in writing that the Company intends to redeem the Notes
on the Redemption Date and that a Special Event has occurred. If the Company elects to redeem the
Notes in connection with a Special Event pursuant to Section 3.01, the Company shall appoint the
Quotation Agent to assist the Company in determining the Special Event Treasury Portfolio Purchase
Price.



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     Section 3.04. Effect of Redemption. Notice of Redemption having been given as provided for
in Section 3.02(b) of the Base Indenture, the Notes shall become due and payable on the Redemption
Date at the Redemption Price. Unless the Company defaults in the payment of the Redemption Price,
on and after the Redemption Date, once notice of Redemption is so given and funds are irrevocably
deposited, in each case, in accordance with Section 3.05, (a) interest shall cease to accrue on the
Notes immediately prior to the close of business on the Redemption Date, (b) the Notes shall no
longer be Outstanding and (c) all rights of the Holders in respect of the Notes shall terminate and
lapse (other than the right to receive any amount owed in connection with a Redemption but without
interest on such amount).



     Section 3.05. Redemption Procedures. On or prior to the Redemption Date, the Company shall
deposit with the Trustee immediately available funds in an amount sufficient to pay, on the
Redemption Date, the aggregate Redemption Price for (i) in the case of a Special Event Redemption,
all Outstanding Notes or (ii) in the case of an Optional Redemption, all Outstanding Notes or where
the Company elects to redeem the Notes in part, such redeemed Notes. If the Company gives an
irrevocable Notice of Redemption with respect to the Notes pursuant to Section 3.03, and the
Company has paid or delivered to the Trustee a sufficient amount of cash or Additional Notes, as
applicable, then, on the Redemption Date, the Trustee will irrevocably deposit with the Depositary
funds and Additional Notes sufficient to satisfy any amount owed for the Notes being redeemed. The
Company shall also give the Depositary irrevocable instructions and authority to pay or deliver any
amount owed in connection with a redemption in immediately available funds or Additional Notes, as
applicable, to the Holders of beneficial interests in the Global Notes.



     If any Special Event Redemption Date or Optional Redemption Date is not a Business Day, then
the Redemption Price will be payable on the next Business Day (and without any interest or other
payment in respect of any such delay). However, if payment on the next Business Day causes payment
of the Redemption Price to be in the next calendar year, then payment will be on the immediately
preceding Business Day, in each case with the same force and effect as if made on that payment
date.



     Interest to be paid on or before a Special Event Redemption Date or Optional Redemption Date,
as applicable, for any Notes called for Redemption shall be payable to the Persons in whose names
the Notes are registered at the close of business on the Regular Record Dates for the related
Interest Payment Dates. If payment of the Redemption Price is not made, then interest on the Notes
to be redeemed will continue to accrue at the Coupon Rate or Reset Rate, as the case may be, from
the originally scheduled Special Event Redemption Date or Optional Redemption Date, as applicable,
to the actual date of payment. In this case, the actual payment date will be considered the Special
Event Redemption Date or Optional Redemption Date, as applicable, for purposes of calculating any
amount owed in connection with a Redemption. In exchange for the unredeemed portion of such
surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion will
be issued.



     Section 3.06. No Other Redemption. Except as set forth in this Article 3 and Section 8.06,
the Notes shall not be redeemable by the Company prior to the Stated Maturity.



15









 





ARTICLE 4

Form of Note




     Section 4.01. Form of Note. The Notes and the Trustee’s Certificate of Authentication to be
endorsed thereon are to be substantially in the forms attached as Exhibit A hereto, with such
changes therein as the officers of the Company executing the Notes (by manual or facsimile
signature) may approve, such approval to be conclusively evidenced by their execution thereof.



ARTICLE 5

Original Issue of Notes




     Section 5.01. Original Issue of Notes. Notes in the aggregate principal amount of
$287,500,000 may from time to time, upon execution of this Supplemental Indenture No. 1, be
executed by the Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Notes to or upon the order of the Company as set forth in a
Company Order pursuant to Section 2.05 of the Base Indenture without any further action by the
Company (other than as required by the Base Indenture).



ARTICLE 6

Supplemental Indentures




     Section 6.01. Supplemental Indentures with Consent of Holders of Notes. As set forth (and
except as otherwise provided) in Section 13.02 of the Base Indenture, with the consent of the
Holders of a majority in the aggregate principal amount of Securities of all series affected by
such supplemental indenture at the time Outstanding, the Company and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto or to the Base
Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Base Indenture or this Supplemental Indenture No. 1 or of modifying in any
manner the rights of the Holders of the Securities; provided, however, that, solely with respect to
the Notes, in addition to clauses (1) and (2) of Section 13.02(a) of the Base Indenture, no such
indenture or supplemental indenture shall (x) impair the right to institute suit for the
enforcement of any payment on or with respect to any Note, (y) modify the terms of the Put Right or
(z) modify the Reset Rate or Remarketing provisions of the Notes, without, in the case of each of
the foregoing clauses (x), (y) and (z), the consent of the Holder of each Note affected.



     Section 6.02. Supplemental Indentures without Consent of Holders of Notes. As set forth in
Section 13.01 of the Base Indenture, the Company and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto or to the Base Indenture for the
purpose of adding certain provisions or changing certain provisions of the Base Indenture or this
Supplemental Indenture No. 1 without the consent of the Holders of the Notes. Solely with respect
to the Notes, in addition to clauses (1) through (9) of Section 13.01(a) of the Base Indenture, the
Company and the Trustee may enter into a supplemental indenture to modify the terms of the Notes
(x) to amend the Indenture solely to conform the provisions thereof to the



16









 




“Description of the Notes” contained in the prospectus supplement related to the offering of
the Corporate Units of which the Notes form a part and (y) in connection with the Remarketing, in
each case to be effective on and after the Remarketing Settlement Date, to provide for any of the
modifications contemplated by Section 8.06 and Section 9.01; provided that the Notes may not mature
earlier than June 15, 2014; provided further that in the case of clause (y) above, notice of such
modification of the terms must be provided by the Company to the Holders and prospective purchasers
of the Notes prior to the Remarketing Settlement Date (which notice, if applicable, may be
satisfied by the filing with the U.S. Securities and Exchange Commission of the prospectus used for
the Remarketing of the Notes delivered to such prospective purchasers).




ARTICLE 7

Miscellaneous




     Section 7.01. Ratification of Indenture. The Base Indenture, as supplemented by this
Supplemental Indenture No. 1, is in all respects ratified and confirmed, and this Supplemental
Indenture No. 1 shall be deemed part of the Base Indenture in the manner and to the extent herein
and therein provided.



     Section 7.02. Trustee Not Responsible for Recitals. The recitals herein contained are made
by the Company and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture No. 1.



     Section 7.03. New York Law to Govern. THIS SUPPLEMENTAL INDENTURE NO. 1 AND THE NOTES SHALL
BE GOVERNED BY AND DEEMED TO BE A CONTRACT UNDER, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID
STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.



     Section 7.04. Waiver of Trial by Jury. Each of the Company and the Trustee irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in
any legal proceeding arising out of or relating to this Supplemental Indenture No. 1 or the
transactions contemplated hereby.



     Section 7.05. Separability. In case any one or more of the provisions contained in this
Supplemental Indenture No. 1 or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental Indenture No. 1 or of
the Notes, but this Supplemental Indenture No. 1 and the Notes shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or therein.



     Section 7.06. Counterparts. This Supplemental Indenture No. 1 may be executed in any number
of counterparts each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.



17









 





ARTICLE 8

Remarketing




     Section 8.01. Remarketing Procedures. (a) Unless a Successful Early Remarketing, Special
Event Redemption or Termination Event has occurred prior to the Applicable Remarketing Period, the
Company shall engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the
Remarketing of the Notes. The Company shall, not later than 10 Business Days prior to each
Remarketing Announcement Date, request that the Depositary or its nominee notify the Beneficial
Owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and
shall provide a copy of such request to the Collateral Agent and the Purchase Contract Agent, in
the case of an Early Remarketing, of the Company’s intent to attempt an Early Remarketing in the
Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the
procedures to be followed in each Remarketing, including the procedures to be followed by Holders
of Separate Notes to participate in a Remarketing, the applicable procedures for Holders of
Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units,
the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the
case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the applicable
procedures that must be followed by a Holder of Separate Notes if such Holder wishes to exercise
its Put Right or by a Holder if such Holder elects not to exercise its Put Right.



     (b) Each Holder of Separate Notes may elect to have Separate Notes held by such Holder
remarketed in any Remarketing. A Holder making such an election must, pursuant to the Purchase
Contract and Pledge Agreement, notify the Custodial Agent and deliver such Separate Notes to the
Custodial Agent prior to 4:00 p.m., New York City time, by the second Business Day immediately
preceding the first day of the Applicable Remarketing Period (but no earlier than the fifth
Business Day immediately preceding such first day) in accordance with the provisions set forth in
the Purchase Contract and Pledge Agreement. Any such notice and delivery may not be conditioned
upon the level at which the Reset Rate is established in the Remarketing. Any such notice and
delivery may be withdrawn by notifying the Custodial Agent on or prior to 4:00 p.m., New York City
time, on the second Business Day immediately preceding the first day of the Applicable Remarketing
Period in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement.
Any such notice and delivery not withdrawn by such time will be irrevocable with respect to each
Remarketing to occur during the Applicable Remarketing Period. Pursuant to Sections 5.02 and 5.03
of the Purchase Contract and Pledge Agreement, by 11:00 a.m., New York City time, in the case of an
Early Remarketing, or promptly after 4:00 p.m., New York City time, in the case of a Final
Remarketing, on the Business Day immediately preceding the first day of the Applicable Remarketing
Period, the Custodial Agent, based on the notices and deliveries received by it prior to such time,
shall notify the Remarketing Agent of the aggregate principal amount of Separate Notes tendered for
Remarketing. Pursuant and subject to Section 5.02 and 5.03 of the Purchase Contract and Pledge
Agreement, Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units
will be deemed tendered for Remarketing and will be remarketed in accordance with the terms of the
Remarketing Agreement and the Purchase Contract and Pledge Agreement.



     (c) The right of each Holder of Remarketed Notes to have such Notes remarketed and sold on any
Remarketing Date shall be subject to the conditions that (i)(A) the Remarketing



18









 




Agent conducts any Early Remarketing or (B) in the case of a Final Remarketing, that no
Successful Early Remarketing has occurred pursuant to the terms of the Remarketing Agreement, (ii)
a Termination Event has not occurred prior to such Remarketing Date, (iii) a Special Event
Redemption has not occurred, (iv) the Remarketing Agent(s) are able to find a purchaser or
purchasers for Remarketed Notes at the Remarketing Price based on the Reset Rate and (v) the
purchaser or purchasers of the Remarketed Notes deliver the purchase price therefor to the
Remarketing Agent as and when required.




     (d) Neither the Trustee, the Company nor the Remarketing Agent(s) shall be obligated in any
case to provide funds to make payment upon tender of Notes for remarketing.



     Section 8.02. Remarketing. (a) Unless a Special Event Redemption or a Termination Event
has occurred prior to such date, if the Company elects to conduct an Early Remarketing during an
Early Remarketing Period selected by the Company pursuant to the Purchase Contract and Pledge
Agreement, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes
at the applicable Remarketing Price. If the Remarketing Agent is unsuccessful on the first Early
Remarketing Date during such Early Remarketing Period, a subsequent Remarketing shall be attempted
(unless impracticable) by the Remarketing Agent on each of the two following Early Remarketing
Dates in that Early Remarketing Period until a Successful Early Remarketing occurs. For the
avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt an
Early Remarketing. During any Early Remarketing Period, the Company may postpone any Remarketing
in its absolute discretion.



     (b) In the case there is no Successful Early Remarketing during any Early Remarketing Period,
or no Early Remarketing occurs on any Early Remarketing Date, if any (either because the
Remarketing Agent is unable to remarket the Notes at the applicable Remarketing Price or because a
condition precedent to the Remarketing has not been satisfied), and unless a Special Event
Redemption or a Termination Event has occurred prior to such date, on the Final Remarketing Dates
in the Final Remarketing Period, the Remarketing Agent shall use its reasonable efforts to remarket
the Remarketed Notes at the applicable Remarketing Price. The Remarketing on any Remarketing Date
will be considered successful and no further attempts will be made if the resulting proceeds are at
least equal to the applicable Remarketing Price. The Company may not postpone a Remarketing during
the Final Remarketing Period.



     Section 8.03. Reset Rate. (a) In connection with each Remarketing, the Remarketing Agent
shall determine the Reset Rate in consultation with the Company (rounded to the nearest
one-thousandth of one percent (0.00001) per annum).



     (b) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed
the maximum rate permitted by applicable law and shall not be a floating rate or a contingent rate.



     (c) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in
Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have
their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be
reset and will continue to be the Coupon Rate.



19









 





     (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset
Effective Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing
Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to
the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in
each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified
terms established for the Notes during the Remarketing on the Business Day following the date of
the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all
Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred
Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketing.



     (e) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful
Remarketing to be published on the Business Day following the Applicable Remarketing Period (which
notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m.,
New York City time, and shall include the procedures that must be followed if a Holder wishes to
exercise its Put Right), in each case, by making a timely release to any appropriate news agency,
including Bloomberg Business News and the Dow Jones News Service.



     Section 8.04. Failed Remarketing. If, by 4:00 p.m., New York City time, on the last
Remarketing Date of the Applicable Remarketing Period, the Remarketing Agent is unable to remarket
all of the Remarketed Notes at the Remarketing Price pursuant to the terms and conditions hereof
and of the Remarketing Agreement, or the Remarketing has not occurred because a condition precedent
to the Remarketing has not been fulfilled, a Failed Remarketing shall be deemed to have occurred.



     Section 8.05. Put Right. (a) Subject to Section 8.05(b) below, if there has not been a
Successful Remarketing prior to the end of the Final Remarketing Period, Holders of Notes (other
than Additional Notes) will, subject to this Section 8.05, have the right (the “Put Right”) to
require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date, at a
price per Note to be purchased equal to the principal amount of the applicable Note, plus accrued
and unpaid interest thereon (including all accrued and unpaid Deferred Interest, if any, and
compounded interest thereon) to, but excluding, the Purchase Contract Settlement Date (the “Put
Price”). For the avoidance of doubt, Holders of the Additional Notes will not have the Put Right
with respect to the Additional Notes.



     (b) The Put Right of Holders of Applicable Ownership Interests in Notes that are part of
Corporate Units will be deemed to be automatically exercised, in whole but not in part, in
accordance with Section 5.03 of the Purchase Contract and Pledge Agreement (unless any such Holder
has settled the related Purchase Contracts with separate cash on or prior to the Purchase Contract
Settlement Date pursuant to the Purchase Contract and Pledge Agreement), in which case the Company
is not required to provide notice of Redemption or follow any of the other Redemption procedures
outlined under Article 3.



     (c) The Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a
notice substantially in the form attached as Exhibit B hereto, together with such Holder’s Separate
Notes, to the Trustee by such Holder at or prior to 11:00 a.m., New York City



20









 




time, on the second Business Day immediately preceding the Purchase Contract Settlement Date.
Such Put Right for a Holder of a Separate Note may be exercised with respect to all or a portion of
such Holder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal
amount). On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the
Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract
Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has
exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right,
the Trustee shall then distribute such amount to the Holders of such Separate Notes.




     (d) Notes purchased pursuant to the Put Right shall be cancelled by the Trustee.



     Section 8.06. Modification of Terms in Connection with a Successful Remarketing.



     (a) In connection with a Successful Remarketing of the Notes, without the consent of any of
the Holders of the Notes, in consultation with the Remarketing Agent, the Company may (but will not
be required to) make any of the following elections:




     (i) change the Stated Maturity of the Notes to any date on or after June 15, 2014 and
earlier than June 15, 2042; and




     (ii) add to, modify or remove altogether the Company’s Optional Redemption right set
forth in Section 3.02 of this Supplemental Indenture No. 1; provided that there will be at
least two (2) years between the Purchase Contract Settlement Date and any Optional
Redemption Date; provided further that the Redemption Price thereafter will always be equal
to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest
(including any accrued and unpaid Deferred Interest and compounded interest thereon), if
any, to, but excluding, the Redemption Date.



     (b) In addition, in connection with a Successful Remarketing of the Notes, without the consent
of any of the Holders of the Notes, the Company shall change the ranking of the Notes such that
they rank equally with all of the Company’s existing and future unsecured and unsubordinated
obligations (in which case the subordination provisions of Section 15.01 of the Base Indenture
shall no longer apply to the Notes and the Notes shall not be subordinated to the Company’s Senior
Indebtedness), and the Company will remove the interest deferral provisions of the Notes set forth
in Section 2.06;



     (c) Any such elections described above and in Section 9.01 below shall be made by irrevocable
notice to the Trustee set forth in an Officers’ Certificate delivered to the Trustee at least 21
Business Days prior to the first day of the Applicable Remarketing Period (or by such later date as
shall be acceptable to the Trustee), who in turn, will notify the Holders of the Corporate Units
and Separate Notes at least 16 Business Days prior to the first day of any Applicable Remarketing
Period, and will be effective on the Reset Effective Date and will apply to all of the Notes,
regardless of whether the Notes were included in the Successful Remarketing.



21









 





ARTICLE 9

Additional Events of Default and Certain Restrictions




     Section 9.01. Additional Events of Default in Connection with the Put Right. Solely with
respect to the Notes (other than Additional Notes), in addition to the events listed as Events of
Default in Section 8.01 of the Base Indenture, each of the following events shall also constitute
an Event of Default:



     (a) if the Company has not paid all the Deferred Interest (including compounded interest
thereon) in cash or by issuing Additional Notes, as described in Section 2.06 above, on or prior to
the 30th day following the end of the Deferral Period or the Special Event Redemption
Date, as applicable; or



     (b) if the Company has not paid, on the Purchase Contract Settlement Date, the Put Price of
any Note following the exercise or deemed exercise of the Put Right by any Holder of Notes.



     In connection with a Successful Remarketing, so that the Notes will rank equally with the Company’s
existing and future unsecured and unsubordinated obligations, the Events of Default with respect to
the Notes may be modified as the Company deems appropriate.



     Section 9.02. Dividend and Other Payment Stoppage During Interest Deferral and Certain Other
Circumstances.



     (a) The Company hereby agrees that until the earlier of (i) the Purchase Contract Settlement
Date for the Notes and (ii) the Reset Effective Date, if: (w) an Event of Default has occurred and
is continuing; (x) the Company has given notice of its election to defer Interest Payments but the
related Deferral Period has not yet commenced; (y) a Deferral Period is continuing with respect to
the Notes; or (z) any Additional Notes are Outstanding, the Company shall not:




     (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any shares of the Company’s Capital Stock;




     (ii) make any payment of principal of, or interest or premium, if any, on, or repay,
purchase or redeem any of the Company’s debt securities that upon the Company’s liquidation
rank pari passu with, or junior to, the Notes (as of their date of issuance and not taking
into account any modifications to the terms of the Notes in connection with a Successful
Remarketing); or




     (iii) make any guarantee payments regarding any guarantee by the Company of securities
of any of its Subsidiaries if the guarantee ranks pari passu with, or junior in interest to,
the Notes (as of their date of issuance and not taking into account any modifications to the
terms of the Notes in connection with a Successful Remarketing).



22









 





     (b) Notwithstanding the provisions of Section 9.02(a), the restrictions contemplated by
Sections 9.02(a)(i) though 9.02(a)(iii) shall not apply to:




     (i) purchases, redemptions or other acquisitions of shares of the Company’s Capital
Stock in connection with:




     (A) any Employment Benefit Plan or other compensatory contract or arrangement
offered by the Company or any of its Subsidiaries; or




     (B) a dividend reinvestment, stock purchase plan or other similar plan;




     (ii) purchases or repurchases of shares of the Company’s Capital Stock pursuant to a
contractually binding requirement to buy such Capital Stock existing prior to the
commencement of the Deferral Period, including under a contractually binding stock
repurchase plan;




     (iii) the payment of any dividend during a Deferral Period within 60 days after the
date of declaration thereof, if at the date of declaration of such dividend no Deferral
Period was in effect;




     (iv) any exchange or conversion of any class or series of the Company’s Capital Stock
(or any Capital Stock of any of its Subsidiaries) for or to any class or series of the
Company’s Capital Stock or of any class or series of the Company’s indebtedness for or to
any class or series of the Company’s Capital Stock;




     (v) the purchase of fractional interests in shares of the Company’s Capital Stock in
accordance with the conversion or exchange provisions of such Capital Stock or the security
being converted or exchanged;




     (vi) any declaration of a dividend in connection with any shareholders’ rights plan, or
the issuance of rights, equity securities or other property under any shareholders’ rights
plan, or the redemption or repurchase of rights in accordance with any shareholders’ rights
plan;




     (vii) any dividend in the form of equity securities, warrants, options or other rights
where the dividend stock or the stock issuable upon exercise of the warrants, options or
other rights is the same stock as that on which the dividend is being paid or ranks pari
passu with or junior to such equity securities;




     (viii) any payment of current interest or deferred interest on pari passu securities
during a Deferral Period that is made pro rata to the amounts due on pari passu securities
and the Notes;




     (ix) any payment of deferred interest or principal on pari passu securities that, if
not made, would cause the Company to breach the terms of the instrument governing such pari
passu securities; or



23









 






     (x) the repayment, repurchase or redemption of any security necessary to avoid a breach
of the instrument governing the same.



ARTICLE 10

Tax Treatment




     Section 10.01. Tax Treatment. The Company agrees, and by acceptance of a Corporate Unit or
a Separate Note, each Holder (or beneficial owner) will be deemed to have agreed for U.S. Federal,
state and local income tax purposes (1) to treat each Beneficial Owner of a Corporate Unit as the
owner of the Applicable Ownership Interest in Notes constituting a part of such Corporate Unit, (2)
to treat the Notes as indebtedness, which is subject to the contingent payment debt regulations and
(3) to be bound by the comparable yield and the projected payment schedule provided by the Company,
unless such Holder (i) is otherwise permitted by applicable law and (ii) complies with the
disclosure requirements under the contingent payment debt regulations.




24











 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1 to be
duly executed, as of the day and year first written above.



	 	 	 	 	 
	 	GREAT PLAINS ENERGY INCORPORATED

 	 
	 	By:  	/s/ Terry Bassham
 	 
	 	 	Name:  	Terry Bassham 	 
	 	 	Title:  	Executive Vice
President — Finance and
Strategic Development and
Chief 

Financial Officer 	 
	 



	 	 	 
	ATTEST:
	 	 
	 
	 	 
	/s/ Mark G. English
 

Name: Mark G. English

	 	 
	Title: Assistant Secretary
	 	 






	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST

     COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/ M. Callahan
 	 
	 	 	Name:	M. Callahan	 
	 	 	Title:	

Vice President 	 
	 



[Supplemental Indenture No. 1]





 









 





EXHIBIT A



[For inclusion in Global Note only — THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR
A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST
COMPANY.]



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]




GREAT PLAINS ENERGY INCORPORATED




10.00% Subordinated Note due 2042




CUSIP No.: 391164 AC4




ISIN NUMBER: US391164AC43




	 	 	 
	No.

	 	$[      ]






     Great Plains Energy Incorporated., a Missouri corporation (hereinafter called the “Company,”
which term includes any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to [      ], or registered assigns, the principal
sum [of $       ]* [as set forth in the Schedule of Increases or Decreases in Note attached
hereto, which amount shall not exceed $287,500,000]**, on June 15, 2042 (such date is
hereinafter referred to as the “Stated Maturity”), and to pay interest thereon from the original





 




			
	*	 	Insert for certificated Notes.
	 
	**	 	Insert in Global Notes and Pledged Note.




A-1









 









issuance date hereof or the most recent Interest Payment Date to which interest has been paid
or duly provided for, quarterly in arrears on March 15, June 15, September 15, and December 15 of
each year, commencing September 15, 2009, at the rate of 10.00% per annum (the “Coupon Rate”) to,
but excluding, the Stated Maturity, or in the event of a Successful Remarketing, the Reset
Effective Date, until the principal hereof is paid or duly provided for or made available for
payment; provided that in the event of a Successful Remarketing of the Securities of this series
(the “Notes”), the Coupon Rate for all Notes (regardless of whether such Notes are Remarketed
Notes) shall be the Reset Rate from and including the Reset Effective Date to, but excluding, the
Stated Maturity or, if the Company elects to make the Notes mature at any time earlier than the
Stated Maturity, such earlier maturity date; provided, further, that the Reset Rate shall be a
fixed rate and interest on the Notes shall be payable annually on December 31 unless the Company
elects to pay interest semi-annually on June 15 and December 15 of each year. The Notes shall bear
interest, to the extent permitted by law, on any overdue principal and interest at the Coupon Rate,
unless a Successful Remarketing shall have occurred, in which case interest on such amounts shall
accrue at the Reset Rate from and after the Reset Effective Date compounded annually thereafter
(unless the Company elects to pay interest on a semi-annual basis, in which case interest will
compound semi-annually thereafter). The Reset Rate, if any, shall be established pursuant to the
terms of the Indenture (as such term is defined on the reverse of this Note) and the Remarketing
Agreement. Payments of interest on each Interest Payment Date shall be paid to Holders as of the
close of business on the applicable Regular Record Date.




     The amount of interest payable on the Notes for any period will be computed (i) for any full
quarterly, semi-annual or annual period on the basis of a 360-day year of twelve 30-day months and
(ii) for any period shorter than a full quarterly, semi-annual or annual period, on the basis of a
30-day month and, for any period less than a month, on the basis of the actual number of days
elapsed per 30-day month. In the event that any scheduled Interest Payment Date falls on a day that
is not a Business Day, then payment of interest payable on such Interest Payment Date will be made
on the next succeeding day that is a Business Day (and without any interest or other payment in
respect of any such delay) with the same force and effect as if made on such originally scheduled
Interest Payment Date; provided, however, if such payment on the next Business Day would cause the
Interest Payment Date to occur in the next calendar year, then such payment will be made on the
immediately preceding Business Day, in each case with the same force and effect as if made on the
applicable Interest Payment Date.



     Except as set forth above, payment of the principal of and interest on this Note will be made
at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The
City of New York, which shall initially be the Corporate Trust Office in The City of New York,
which is located at 101 Barclay Street, New York, New York, 10286 of the Trustee, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be made at the option of
the Company by check mailed to the Person entitled thereto at such address as shall appear in the
Note register or by wire transfer to an account appropriately designated by the Person entitled to
payment at least 10 Business Days prior to the applicable Interest Payment Date. Payments with
respect to any Global Note will be made by wire transfer to the Depositary.



A-2









 





     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



A-3









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


Dated:




	 	 	 	 	 
	 	GREAT PLAINS ENERGY INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes of the

series herein designated, described or

provided for in the within mentioned Indenture.




	 	 	 	 	 
	THE BANK OF NEW YORK MELLON TRUST      COMPANY, N.A., as Trustee	 	 
	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






A-4









 






REVERSE OF NOTE




     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture (the “Base
Indenture”), dated as of May 18, 2009, between The Bank of New York Mellon Trust Company, N.A., as
Trustee (herein called the “Trustee,” which term includes any successor trustee), as amended and
supplemented by the Supplemental Indenture No. 1, dated as of May 18, 2009, between the Company and
the Trustee (the “Supplemental Indenture No. 1” and, together with the Base Indenture, the
“Indenture”), to which Indenture reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, limited in aggregate
principal amount to $287,500,000; provided, however, that the Company, without notice to or consent
of the Holders, may issue additional Securities of this series and thereby increase such principal
amount in the future, on the same terms and conditions (except for issue date, public offering
price and, if applicable, the date from which interest accrues and the first Interest Payment Date)
and with the same CUSIP number as the Securities of this series.



     All terms used in this Note that are defined in the Indenture shall have the meaning assigned
to them in the Indenture.



     The Company may redeem the Notes pursuant to Article 3 of the Supplemental Indenture No. 1.



     Pursuant to Section 8.05 of the Supplemental Indenture No. 1, if there has not been a
Successful Remarketing prior to the end of the Final Remarketing Period, Holders of Notes will have
the right to require the Company to purchase such Notes on the Purchase Contract Settlement Date.



     The Notes are not entitled to the benefit of any sinking fund.



     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner and with the effect provided in the
Indenture.



     The Indenture permits, with certain exceptions as therein provided, the entry into one or more
supplemental indentures for purposes of amending or modifying the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture or the Supplemental
Indenture No. 1 at any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time outstanding of all series affected. The
Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and the consequences thereof. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in



A-5









 




exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Note.




     Notes are issuable only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof, except as provided in Section 2.03 of the Supplemental Indenture No. 1.



     Except as provided in Section 2.04 of the Supplemental Indenture No. 1, the Notes shall be
issued in fully registered, certificated form, bearing identical terms. Principal of and interest
on the Notes will be payable, the transfer of such Notes will be registrable, and such Notes will
be exchangeable for Notes of a like aggregate principal amount bearing identical terms and
provisions, at the office or agency of the Company maintained for such purpose in the Borough of
Manhattan, The City of New York.



     No service charge shall be made for any registration of transfer or exchange of the Notes, but
the Company may require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.



     Pursuant to Section 2.04 of the Supplemental Indenture No. 1, Notes corresponding to
Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and
are released from the Collateral Account will be issued as Global Notes. Except as otherwise
provided in the Indenture, or except upon recreation of Corporate Units, Notes represented by
Global Notes will not be exchangeable for, and will not otherwise be issuable as, Notes in
certificated form. Unless and until such Global Notes are exchanged for Notes in certificated
form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes
shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary
selected or approved by the Company or to a nominee of such successor Depositary.



     Subject to Sections 2.01(f) and 10.01 of the Base Indenture, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.



     The Company agrees, and by acceptance of a Corporate Unit or a Separate Note, each Holder (or
beneficial owner) will be deemed to have agreed for U.S. Federal, state and local income tax
purposes (1) to treat each Beneficial Owner of a Corporate Unit as the owner of the Applicable
Ownership Interest in Notes constituting a part of such Corporate Unit, (2) to treat the Notes as
indebtedness, which is subject to the contingent payment debt regulations and (3) to be bound by
the comparable yield and the projected payment schedule provided by the Company, unless such Holder
(i) is otherwise permitted by applicable law and (ii) complies with the disclosure requirements
under the contingent payment debt regulations.



     THIS NOTE SHALL BE GOVERNED BY AND DEEMED TO BE A CONTRACT UNDER, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SAID STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.



A-6









 





ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned assigns and transfers this




	 	 	 	 	 	 	 	 	 
	Note to:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(Insert assignee’s social security or tax identification number)	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 
	(Insert address and zip code of assignee)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	and irrevocably appoints	 	 	 	 	 	 
	 	 	 	 	 	 	 




agent to transfer this Note on the books of the Company. The agent may substitute another to act
for him or her.




Date:




	 	 	 	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 	 	 
	 	 	 	   	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Signature Guarantee:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 





(Sign exactly as your name appears on the other side of this Note)





 









 








SIGNATURE GUARANTEE




     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.



 









 





SCHEDULE OF INCREASES OR DECREASES IN NOTE1




     The initial principal amount of this Note is $[       ]. The
following increases or decreases in a part of this Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Principal amount of	 	Signature of
	 	 	decrease in	 	increase in	 	this Note	 	authorized
	 	 	principal	 	principal	 	following	 	signatory
	 	 	amount of this	 	amount of this	 	such decrease	 	of Trustee or
	Date	 	Note	 	Note	 	(or increase)	 	Custodial Agent
	 
	 	 	 	 	 	 	 	 







 




			
	1	 	Insert in Global Notes and Notes that are part of
Corporate Units




 









 










EXHIBIT B




PUT NOTICE





			
	TO:	 	GREAT PLAINS ENERGY INCORPORATED

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.




Please refer to the Indenture, dated as of May 18, 2009, between Great Plains Energy Incorporated
(the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee, as amended and
supplemented by the Supplemental Indenture No. 1, dated as of May 18, 2009, between the Company and
the Trustee (such Indenture as amended and supplemented, the “Indenture”). Capitalized terms used
herein but not defined shall have the meanings ascribed to such terms in the Indenture.



The undersigned registered Holder of the Note designated below, which is being delivered to the
Trustee herewith, hereby requests and instructs the Company to purchase such Note or the portion
thereof specified below (so long as such portion is in a principal amount of $1,000 or an integral
multiple thereof), in accordance with the terms of the Indenture, at the price of 100% of the
principal amount of such Note (or portion thereof), plus accrued and unpaid interest thereon
(including all accrued and unpaid Deferred Interest, if any, and compounded interest thereon), but
excluding, the Purchase Contract Settlement Date. The Note (or portion thereof) shall be purchased
by the Company as of the Purchase Contract Settlement Date pursuant to the terms and conditions
specified in the Indenture.




Dated:




Signature:



NOTICE: The above signature of the Holder hereof must correspond with the name as written upon the
face of the Note in every particular without alteration or enlargement or any change whatever.



Signature Guarantee:



Note Certificate Number (if applicable):



Principal Amount:



Portion to be purchased if other than the Principal Amount set forth above:



Social Security or Other Taxpayer Identification Number:



DTC Account Number (if applicable):



Name of Account Party (if applicable):




B-1









 







PAYMENT INSTRUCTIONS: The purchase price of the Note should be paid by check in the name of the
person(s) set forth below and mailed to the address set forth below.




	 	 	 	 	 
	Name(s)

	 	  

(Please
Print)
	 	  
	 
	 	 	 	 
	Address

	 	 

(Please Print)
	 	  
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(Zip Code)
	 	 
	 
	 	 	 	 
	 	 	 
	(Tax Identification or Social Security Number)	 	 







B-2