Dear Bill:

We are pleased to be able to offer to you an enhanced supplemental retirement benefit and certain severance benefits in order to encourage you to remain in your leadership role with Great Plains Energy.

You will receive a $700,000 lump sum payment upon your separation from service ¹ from Great Plains Energy provided (i) that you remain with us until your 65 ^th birthday and (ii) at all times have been in good standing with the restricted covenants set forth in your current Change in Control Severance Agreement with Great Plains Energy dated September 9, 2006 (the "CIC Agreement").  If before you reach age 65 you die or become disabled, we will still pay to you this enhanced supplement retirement benefit upon your separation from service, however, the amount of this payment will be reduced proportionately based upon the amount of time you were actively employed from the date of this letter to your 65 ^th birthday.

If (i) we terminate your employment before your 65 ^th birthday (other than for "Cause" as defined in the CIC Agreement) or (ii) you terminate your employment for “Good Reason” as defined in the CIC Agreement before your 65 ^th birthday, you will be entitled to receive the entire above-mentioned $700,000 payment within thirty days of your separation from service and, in addition, we will make those payments and provide those benefits that you would be entitled to