Exhibit 10.41

                    TAX ALLOCATION AGREEMENT
                              AMONG
                GREAT PLAINS ENERGY INCORPORATED
                        AND SUBSIDIARIES


This Tax Allocation Agreement ("Agreement") is entered into as of
October 1, 2001, by and among Great Plains Energy Incorporated
("GPE"), Kansas City Power & Light Company, Great Plains Power
Incorporated, Home Service Solutions Inc., Worry Free Services,
Inc., KLT Inc., KLT Investments Inc., KLT Investments II Inc.,
KLT Energy Services Inc., KLT Gas Inc., KLT Telecom Inc.,
Energetechs, Inc., Advanced Measurement Solutions, Inc., FAR Gas
Acquisitions Corporation, KLT Gas Operating Company, WYMO Fuels,
Inc., DTI Holdings, Inc., Digital Teleport, Inc., Digital
Teleport of Virginia, Inc.  and Kansas City Power & Light
Receivables Company (collectively, the "members of Group" or
"Group" and individually "member of the Group" or "member").

WITNESSETH:

Whereas, the members of the Group are affiliated corporations
within the meaning of section 1504 of the Internal Revenue Code
of 1986, as amended (the "Code"), and will join in the annual
filing of a consolidated federal income tax return, and

Whereas, the members of the Group intend to allocate the
consolidated income tax liabilities and benefits to each member
of the Group in a fair and equitable manner, and

Whereas, the members of the Group intend to allocate the
liabilities and benefits arising from the Group's annual
consolidated income tax returns in compliance with 17 CFR
250.45(c) ("Rule 45(c)"), 26 CFR 1.1502-33(d)(2) and Section
1552(a)(1) of the Code.

NOW, THEREFORE; the parties agree as follows:

     1.   DEFINITIONS

"Consolidated tax" is the aggregate current Federal income tax
liability for a tax year, being the tax shown on the consolidated
Federal income tax return and any adjustments thereto.

"Corporate taxable income" is the taxable income of a member of
the Group for a tax year, computed as though such member had
filed a separate return on the same basis as used in the
consolidated return, except that dividend income from associate
companies shall be disregarded, and other intercompany
transactions eliminated in the consolidated return shall be given
appropriate effect.

"Corporate taxable loss" is the taxable loss of a member of the
Group for a tax year, computed as though such member had filed a
separate return on the same basis as used in the consolidated
return, except that dividend income from associate companies
shall be disregarded, and other intercompany transactions
eliminated in the consolidated return shall be given appropriate
effect.

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"Separate return tax" is the tax on the corporate taxable income
of a member of the Group computed as though such company were not
a member of a consolidated group.  If the separate return tax of
a member of the Group is a liability, it shall be referred to as
a "positive separate return tax"; if it is a refund or net tax
benefit, it shall be referred to as a "negative separate return
tax".

     2.   ALLOCATION OF TAX LIABILITY

The consolidated tax shall be allocated among the members of the
Group consistent with Rule 45(c) of the Public Utility Holding
Company Act of 1935, in the following manner:

     a.   The consolidated tax before tax credits of the Group will be
          allocated to each member of the Group with corporate taxable
          income before tax credits on the basis of the ratio of their
          corporate taxable income before tax credits to the total of all
          members of the Group with corporate taxable income before tax
          credits.

     b.   An additional amount of consolidated tax before tax credits
          will be allocated to each member of the Group equal to the
          excess, if any, of the positive separate return tax before tax
          credits of each member of the Group for the year over the tax
          liability allocated to such member under the previous paragraph.

     c.   The total additional amounts of consolidated tax before tax
          credits allocated under this procedure will be credited to those
          members of the Group, excluding GPE, which had corporate taxable
          losses, deductions or tax credits which serve to reduce the
          consolidated tax.  Thus, these members will be given the benefits
          of the resulting reduction in the consolidated tax of the Group.

     d.   If GPE would have a negative separate return tax, then each
          member having a positive separate return tax shall receive a
          negative allocation in an amount equal to such negative separate
          return tax multiplied by that member's share of the sum of the
          positive separate return tax.

     e.   An allocation of the Alternative Minimum Tax ("AMT") will
          only be performed when the consolidated return reflects an AMT
          liability.  In computing the allocation of the AMT, the same
          computation methodology utilized in allocating the regular income
          tax will be utilized.  The consolidated AMT liability will be
          allocated to each member of the Group with positive Alternative
          Minimum Taxable Income ("AMTI") on the basis of the ratio of its
          AMTI to the total of all members of the Group with positive AMTI.
          An additional amount of AMT will be allocated to each member of
          the Group based on the excess, if any, of the AMT liability that
          would have been paid had the member of the Group filed a separate
          tax return for the year over the AMT liability allocated to it
          under the previous provision.  The total additional amounts of
          AMT charged under this provision will be allocated to each member
          of the Group based on the ratio of its separate return AMTI to
          the total AMTI of the members of the Group.  In no event shall a
          member of the Group be required to pay a greater

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          amount of AMT for any period than it would have been
          required to pay had it filed a separate income tax
          return for the period.  Any excess of the consolidated
          AMT allocated to a member of the Group under this
          method over its separate return AMT will be allocated
          among the other members of the Group using the
          methodology described above.  Any minimum tax credits
          available for use in future periods will be allocated
          to the members of the Group in the same ratio as the
          taxes which gave rise to the credits.  Minimum Tax
          Credits used in the consolidated return will be deemed
          to have been utilized on a first-in, first-out basis.

     f.   Any investment tax credits, other tax benefits and material
          items taxed at rates other than the rate applicable to corporate
          taxable income shall be allocated directly to the members of the
          Group giving rise to them.

          If the credit or benefit cannot be entirely utilized to
          offset current consolidated tax, the consolidated
          credit carry back or carry forward shall be apportioned
          to those members of the Group giving rise to them in
          proportion to the relative amounts of credits or
          benefits generated by each such member of the Group.

     g.   If the amount of consolidated tax allocated to any member of
          the Group, excluding GPE, exceeds the separate return tax of such
          member of the Group, such excess shall be reallocated among those
          members of the Group whose allocated tax liability is less than
          the amount of their respective separate return tax liabilities.
          Any remaining unallocated tax liability shall be assigned to GPE.

     h.   Pursuant to that certain Shareholders Agreement dated as of
          February 6, 2001, among KLT Telecom Inc., DTI Holdings, Inc. and
          Richard D. Weinstein, the net operating losses incurred after
          February 8, 2001 by DTI Holdings, Inc., Digital Teleport, Inc.
          and Digital Teleport of Virginia, Inc. (each an "Excluded
          Company") shall be allocated to and used by KLT Telecom Inc.,
          except to the extent the Excluded Companies would otherwise have
          corporate taxable income in the same tax year in which the
          members of the Group use such net operating losses.  KLT Telecom
          Inc. and the Excluded Companies acknowledge that the Shareholders
          Agreement does not provide for, and does not contemplate,
          reimbursement of any loss or credit availed of by KLT Telecom
          Inc. or other members of the Group, and that such was part of the
          bargained-for consideration to be received by KLT Telecom Inc. in
          the transactions associated with the execution of the
          Shareholders Agreement.  Accordingly, the income, gain, loss,
          deductions and credits of each of the Excluded Companies shall be
          taken into account in the determination of KLT Telecom Inc.'s
          apportioned obligation for the consolidated income tax under this
          Agreement, and payments on account thereof shall solely be made
          between GPE and KLT Telecom Inc.  The obligations between KLT
          Telecom Inc. and the Excluded Companies shall be controlled by
          the Shareholders Agreement, and payments shall be made among such
          parties in accordance with such agreement and consistent with
          this Agreement.

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          Subsequent to the execution of the Shareholders
          Agreement, KLT Telecom Inc. and the Excluded Companies
          became subsidiaries of GPE, a registered holding
          company.  The terms and conditions of Shareholders
          Agreement respecting tax allocations may be deemed
          inconsistent with the requirements of Rule 45(c)(4),
          and KLT Telecom Inc., the Excluded Companies and the
          other members of the Group agree to seek any necessary
          Securities and Exchange Commission authorization to
          allocate tax losses and credits as set forth in the
          first paragraph of this Section h.  Notwithstanding
          anything in the first paragraph of this Section h. to
          the contrary, if required by Rule 45(c)(4) and only to
          the extent required under Rule 45(c)(4) the following
          paragraph shall be effective until such authorization
          is received:

             If an Excluded Company will not have a positive
             separate return tax for a tax year, such Excluded
             Company shall be excluded from the allocation of the
             consolidated tax liability and, thus, such Excluded
             Company shall not receive any payment from KLT
             Telecom Inc. as a result of any such loss or credit
             attributable to an Excluded Company.  If and when an
             Excluded Company would have been able to utilize any
             previous losses or credits if, under the applicable
             tax law, it had filed a tax return on a separate
             basis, KLT Telecom Inc. shall pay to the appropriate
             Excluded Company an amount equal to the refund which
             such Excluded Company would have realized as a
             result of the carry over of such loss or credit,
             with such amount payable by KLT Telecom Inc. in the
             year in which such Excluded Company would have
             received the refund for such loss or credit on a
             separate return basis.

          If any amounts are deemed payable by KLT Telecom Inc.
          to an Excluded Company pursuant to the preceding
          paragraph, the Excluded Companies shall be deemed to
          have distributed any such amounts to KLT Telecom Inc.,
          to the extent any such amounts may properly be
          distributed to KLT Telecom Inc. under state and Federal
          law.

     i.   In the event a corporation leaves the Group, it shall
          immediately cease being a party to this Agreement and shall not
          be entitled to any further payments or other benefits pursuant to
          this Agreement.

     3.        PAYMENT OF TAXES

     a.   Payment of the taxes for the period by each member of the
          Group will represent the total taxes allocated to such member
          under the principles described above.  These payments will be
          made no less frequently than annually and no more frequently than
          quarterly in connection with the estimated tax installments.

     b.   A member of the Group with a net positive allocation
          shall pay GPE the net amount allocated.  A member of
          the Group with a net negative allocation shall receive
          payment from GPE in the amount of the net negative
          allocation.  GPE shall pay or cause to be paid to the
          Internal Revenue Service the Group's net current
          federal

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          income tax liability from the net of the receipts and
          payments to and from members of the Group.

     c.   GPE will make any calculations on behalf of the members
          of the Group necessary to comply with the estimated tax
          provisions of Section 6655 of the Code.  Based on such
          calculations, GPE shall charge the members of the Group
          appropriate amounts at intervals consistent with the
          dates in that section.

     4.   TAX ADJUSTMENTS

If the consolidated tax liability is adjusted for any taxable
period, whether by means of an amended return, claim for refund,
after a tax examination by the Internal Revenue Service or
otherwise, the liability of each member of the Group shall be
recomputed to give effect to such adjustments.  In the case of a
refund, GPE shall reimburse each member of the Group with its
allocable share of such refund within forty-five (45) business
days of receipt of such refund.  In the case of an increase in
tax liability, each member of the Group shall pay to GPE it
allocable share of such increased tax liability with within forty-
five (45) business days after receiving notice of such liability
from GPE.

     5.   INTER-PERIOD ADJUSTMENTS

If for any taxable year the Group has a net operating loss, a net
capital loss, or is entitled to any credits against tax that may
be carried back or forward to other year(s), the tax allocation
for the other year(s) will be recomputed to include these items.
This recomputation shall treat the item as if it existed in the
year to which it was carried.  Under this recomputation, the
regular income tax, tax credits, and alternative minimum tax will
be recomputed.  Any prior allocation and payment of taxes between
the members of the Group shall be adjusted according to this
revised computation.

     6.   TERM OF AGREEMENT

This Agreement shall apply to the taxable year ending December
2001, and all subsequent taxable periods unless the members of
the Group agree to terminate this Agreement.  Notwithstanding
such termination, this Agreement shall continue in effect with
respect to any payments or refunds due for all taxable periods
prior to termination.  This Agreement may be amended from time to
time by the written consent of all members of the Group.

     7.   INCLUSION OF ACQUIRED OR CREATED SUBSIDIARY

The members of the Group will cause any corporation which becomes
an affiliated corporation within the meaning of Section 1504 of
the Code to join in this Agreement.

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     8.   BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of
any successor to a member of the Group, whether by statutory
merger, acquisition of assets or otherwise, to the same extent
that the successor would have been required or eligible to be an
original party to the agreement.

     9.   CHOICE OF LAWS

This Agreement shall be construed and enforced in accordance with
the laws of the State of Missouri, without giving effect to that
State's conflict of laws provisions.

     10.  PRIOR AGREEMENTS SUPERSEDED

This Agreement replaces and supersedes all prior agreements among
the members of the Group related to the subject matter hereof,
including but not limited to that certain Tax Sharing Agreement
between Kansas City Power & Light Company and Subsidiaries, dated
as of March 31, 1994, as amended.

IN WITNESS WHEREOF, the parties have signed this Agreement as of
the first above written.


Great Plains Energy              Great Plains Power Incorporated
Incorporated

By: /s/Bernard J. Beaudoin       By: /s/Stephen T. Easley



Kansas City Power & Light        Home Service Solutions, Inc.
Company

By: /s/Bernard J. Beaudoin       By: /s/John J. DeStefano



KLT Inc.                         KLT Energy Services Inc.


By: /s/Gregory J. Orman          By: /s/Gregory J. Orman


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KLT Investments Inc.             KLT Gas Inc.

By: /s/James P. Gilligan         By: /s/Bruce B. Selkirk
                                        President



KLT Investments II Inc.          KLT Telecom Inc.

By: /s/Gregory J. Orman          By: Mark R. Schroeder



Worry Free Services, Inc.        KLT Gas Operating Company

By: /s/John J. DeStefano         By: /s/Bruce B. Selkirk
                                       President



FAR Gas Acquisitions             DTI Holdings, Inc.
Corporation

By: /s/Bruce B. Selkirk          By:  /s/Gary W. Douglass
       President



Digital Teleport, Inc.           Digital Teleport of Virginia,
                                 Inc.

By:  /s/Gary W. Douglass         By:  /s/Gary W. Douglass



Energetechs, Inc.                WYMO Fuels, Inc.

By:  /s/Douglas M. Morgan        By:  /s/Bernard J. Beaudoin



Kansas City Power & Light
Receivables Company

By: /s/Andrea F. Bielsker


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