The purposes of the Plan are to encourage officers and employees of the Company to acquire proprietary and vested interest in the growth and performance of the Company, to generate an increased incentive to enhance the value of the Company for the benefit of its customers and Shareholders, and to aid in the attraction and retention of exceptionally qualified individuals upon whom the Company's success largely depends.

     The following definitions are applicable herein:

     "Award" means the award to a Participant of Restricted stock, Stock Option, Limited Stock Appreciation Right, or Performance Shares.

     "Award Period" means that period established by the Committee during which any performance goals specified with respect to earning any Award are to be measured.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations promulgated thereunder.

     "Committee" means the Compensation Committee of the Board, composed of not less than two directors, each of whom is a Disinterested Person.

     "Common stock" means the common stock, without par value, of the Company, or such other class of shares or other securities as may be subject to the Plan as a result of an adjustment made pursuant to the provisions of Section Fifteen I.

     "Company" means Great Plains Energy Incorporated and its successors, including any Company as provided in Section Fifteen J.

     "Date of Disability" means the date on which a Participant is classified as disabled as defined in the Company's Long-Term Disability Plan.

     "Date of Grant" means the date on which an Award is granted by the Committee or such later date as may be specified in making such grant.

     "Date of Retirement" means the date of normal retirement or early retirement as defined in the Company's pension plan.

     "Disinterested Person" means a disinterested person as defined in Rule 16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor definition adopted by the Securities and Exchange Commission.

     "Eligible Employee" means any person employed by the Company or a Subsidiary on a regularly scheduled basis during any portion of an Award Period and who satisfies all of the requirements of Section Six.

     "Fair Market Value" means the average of the high and low prices for the common stock as reported on the New York Stock Exchange Composite Transactions for the date(s) specified from time to time by the Committee.

     "Incentive Stock Option" means an incentive stock option within the meaning of Section 422 of the Code.

     "Option" or "Stock Option" means either a non-qualified stock option or an Incentive Stock Option granted under Section Eight.

     "Option Period" or "Option Periods" means the period or periods during which an option is exercisable as described in Section Eight E.

     "Participant" means an Eligible Employee who has been granted an Award under the Plan.

     "Plan" means the Great Plains Energy Incorporated Long-Term Incentive Plan.

     "Performance Shares" means an Award granted under Section Ten.

     "Restricted stock" means an Award granted under Section Seven.

     "Subsidiary" means any corporation of which 50% or more of its outstanding voting stock or voting power is beneficially owned, directly or indirectly, by the Company.

     "Termination" means resignation or discharge from employment with the Company or any one of its Subsidiaries, except in the event of death, disability, or retirement.

1. Effective Date.

The Plan became effective on May 5, 1992.

2. Period for Grants of Awards.

Awards may be granted until May 5, 2012.

3. Termination of the Plan.

     The Plan shall be administered by the Committee for, and on behalf of, the Board. The Committee shall have all of the powers (other than amending or terminating this Plan as provided in Section Fourteen) respecting the Plan. All questions of interpretation and application of the Plan, or of the terms and conditions pursuant to which Awards are granted, exercised or forfeited under the provisions hereof, shall be subject to the determination of the Committee. Any such determination shall be final and binding upon all parties affected thereby.

     The Committee may, from time to time, grant awards to one or more Eligible Employees, provided that (i) subject to any adjustment pursuant to Section Fifteen I, the aggregate number of shares of common stock available for Awards under this Plan may not exceed 3,000,000 shares; (ii) to the extent that an award lapses or the rights of the Participant to whom it was granted terminate, any shares of common stock subject to such Award shall again be available for the grant of an Award under the Plan; and (iii) shares delivered by the Company under the Plan may be authorized but unissued common stock, common stock held in the treasury of the Company or common stock purchased on the open market (including private purchases) in accordance with applicable securities laws. In determining the size of the Awards, the Committee shall assess the performance of the Eligible Employees against criteria to be established by the Committee, from time to time, based on the Company's performance (such as stockholder and customer related factors) and shall take into account a Participant's responsibility level, potential, cash compensation level, and the Fair Market Value of the common stock at the time of Awards, as well as such other considerations as it deems appropriate.

     Officers and other employees of the Company and its subsidiaries (including officers or salaried full-time employees who are members of the Board, but excluding directors who are not officers or employees) who, in the opinion of the Committee, make significant contributions to the continued growth, development, and financial success of the Company or one or more of its Subsidiaries shall be eligible to receive Awards. Subject to the provisions of the Plan, the Committee shall from time to time select from such eligible persons those to whom Awards shall be granted and determine the amount of such Awards. No officer or employee of the Company or any of its Subsidiaries shall have any right to be granted an Award under this Plan.

1. Grant of Limited Stock Appreciation Right.

The Committee may, in its sole discretion, grant a Limited Stock Appreciation Right to the holder of any stock option granted under the Plan.

A Limited Stock Appreciation Right may be granted with respect to a stock option at the time of its grant or any time thereafter up to six months prior to its expiration.

2. Exercise of Limited Stock Appreciation Right.

1. Grant of Performance Shares.

A Performance Share is the right to receive a payment from the Company with respect to such Performance Share subject to satisfaction of such terms and conditions as the Committee may determine. Performance Shares shall be credited to a Performance Share account to be maintained for each Participant. Each Performance Share shall be deemed to be equivalent of one share of common stock. The Award of Performance Shares under the Plan shall not entitle the participant to any interest in or to any dividend, voting, or other rights of a stockholder of the Company.

A grant of Performance Shares may be made by the Committee during the term of the Plan.

The Participant shall be entitled to receive payment for each Performance Share of an amount based on the achievement of performance measures for such Award Period as determined by the Committee. The Committee shall have the right to establish requirements or other criteria for measuring performance prior to the beginning of the Award Period but subject to such later revisions as the Committee shall deem appropriate to reflect significant or unforeseen events or changes.

2. Form and Timing of Payment.

In the event of Change in Control (as defined below) of the Company, and except as the Committee may expressly provide otherwise, (i) all Stock Options then outstanding shall become fully exercisable unless Limited Stock Appreciation Rights were granted in connection with the Stock Options which in such event the Limited Stock Appreciation Rights will be automatically exercised as provided for in Section Nine herein; (ii) all restrictions (other than restrictions imposed by law) and conditions of all Restricted stock Grants then outstanding shall be deemed satisfied as of the date of the Change in Control; and (iii) all Performance Share Grants shall be deemed to have been fully earned as of the date of the Change in Control, subject to the limitation that any Award which has been outstanding less than six months on the date of the Change in Control shall not be afforded such treatment.

A "Change in Control" shall be deemed to have occurred if (i) any person other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, and other than the Company or a corporation owned, directly or indirectly, by the Shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 20% or more of the Common stock of the Company then outstanding; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in (i) above) whose election by the Board or nomination for election by the Company's Shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

In the event a Participant ceases employment, restricted stock for which the restriction period has not expired and Performance Shares are subject to forfeiture as follows:

In any instance where payout of an Award is to be prorated, the Committee may choose to provide the Participant (or the Participant's estate) with the entire Award rather than the prorated portion thereof.

Restricted stock which is forfeited will be transferred to the Company or canceled and made available again for the grant of an Award under the Plan.

Upon the request of a Participant, the Committee may, in its sole discretion, permit a Participant to elect to defer payout of all or any part of any Award under the Plan under such conditions as the Committee may establish.

The Board may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part, except (i) no such action may be taken without shareholder approval which increases the benefits accruing to Participants pursuant to the Plan, increases the number of shares of Common stock which may be issued pursuant to the Plan (except as provided in Section Fifteen I), extends the period for granting Options under the Plan, modifies the requirements as to eligibility for participation in the Plan, or requires shareholder approval under any law or regulation in effect at the time such amendment is proposed for adoption; (ii) no such action may be taken without the consent of the Participant to whom any Award shall theretofore have been granted, which adversely affects the rights of such Participant concerning such Award, except as such termination or amendment of the Plan is required by statute, or rules and regulations promulgated thereunder; and (iii) no such action may be taken if the proposed amendment must be in the discretion of the Committee to comply with the disinterested administration requirements of Rule 16b-3 under the Exchange Act.

The Great Plains Energy Incorporated (the Company) executive Annual Incentive Plan is designed to reward sustained value creation by providing competitive incentives for the achievement of annual financial performance goals. By providing market-competitive target awards, the plan supports the attraction and retention of senior executive talent critical to achieving the Company's strategic business objectives.

Eligible participants include Executives and other Key Employees of the Company, as approved by the Compensation Committee (the Committee) of the Board of Directors.

Target award levels will be approved by the Committee and set as a percentage of executive's base salary. The percentage will vary based on organizational responsibilities and market-compilation bonus levels based on industry data. The current annual target award percentage of base salary is set forth on Appendix I attached hereto.

Corporate performance under the plan will be measured by Earnings Per Shares (EPS). The awards paid under the plan will be based in part on the achievement of the annual GPE EPS goal approved by the Committee. In addition to the overall GPE goal, separate goals will be established for the business units. The proposed annual EPS goal for GPE and the relevant business units goals for the current annual incentive plan year are set forth in Appendix II attached hereto.

Individual incentive awards will reflect a mix of GPE and business unit performance (EPS and customer satisfaction) along with individual discretionary factors; the current actual mix for each executive will be determined based on his/her role and contribution to the organization in accordance with the chart set forth on Appendix III attached hereto.

The EPS goals will be subject to an established performance threshold and maximum. Fifty percent of the EPS incentive targets are payable at the threshold level of performance and 150% of the incentive at target is payable at the maximum level of performance. If performance falls below target but is above threshold, the amount of the award payable will be below the target award level. Similarly, performance above target will result in an award higher than target level. The amount of the award will be determined using the performance matrix provided in Appendix II. Discretionary awards will not be paid for corporate executives if the GPE EPS performance falls below the threshold level for the current year; discretionary awards will not be paid for KCPL executives if the KCPL EPS performance falls below the threshold level for the current year.

The EPS targets established for the plan period are fixed for the duration period and will only be changed upon the approval of the Committee and the Board. Changes will only be approved as a result of an acquisition, divestiture or other significant event that, in the judgment of the Committee, results in a change in the character of the Company. Each year, the Committee will approve the annual EPS targets.

Following are the proposed targets for the period January 1, 2003 through December 31, 2003

*Excluding DTI from earnings

          THIS AGREEMENT (the "Agreement"), made this 31 ^st day of December 2002, between Great Plains Energy Incorporated, a corporation organized and existing under the laws of the State of Missouri, (the "Company") and Gregory J. Orman, an individual (the "Consultant").

          WHEREAS, Consultant is currently employed by the Company, holding the positions of Executive Vice President of Great Plains Energy Incorporated, and President and Chief Executive Officer of KLT Inc., and providing the Company with general business advice, strategic planning expertise and management assistance to the Company's non-regulated businesses, including Strategic Energy L.L.C. ("SEL").

          WHEREAS, the Company wishes to retain the services of Consultant after his resignation from the Company on the terms and conditions herein provided.

          WHEREAS, Consultant is willing to act as a consultant for the Company and its subsidiaries on such terms and conditions.

          NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties agree as follows:

          1.      Engagement of Consultant . During the term commencing January 1, 2003 and ending June 30, 2003, unless extended or terminated pursuant to Section 4 hereof (the "Consulting Term"), Consultant shall make himself available at mutually agreeable times to provide business advice and services to the officers, directors and other representatives of the Company and its subsidiaries as reasonably requested by the Chairman and Chief Executive Officer of the Company (hereinafter the "Executive"). Such services shall include, but not be limited to Consultant serving as an advisor to SEL's management committee and providing consulting services to SEL. It is expressly understood that Consultant is expected to devote time to performing his duties hereunder, but is not expected to keep regular hours or be present on a full-time basis. It is understood that Consultant will provide consultation regarding strategic planning initiatives and other aspects of the Company's business that may require the Company and its subsidiaries to disclose to Consultant secret, proprietary and confidential information concerning the Company and its business affairs.

          2.      Compensation . For the consulting services provided pursuant to Section 1, the Company shall pay Consultant a monthly retainer of $8,460.00, payable on a monthly basis during the Consulting Term.

          3.      Reimbursement of Expenses . The Company shall reimburse Consultant for reasonable business expenses incurred in providing consulting services pursuant to this Agreement, upon presentation by the Consultant of documentation, expense statements and or such other supporting information as the Company may request; provided, however, that the amount available for such expenses may be fixed in advance by the Executive of the Company.

          4.      Use of Company Facilities. For the consulting services provided pursuant to paragraph 1, the Consultant shall have the use of an office, appropriate administrative support service and all necessary office supplies.

          5.      Extension of Agreement . This Agreement may be renewed for additional terms at the mutual election of Consultant and the Company. This agreement may also be terminated by either party with thirty (30) days notice for any reason whatsoever.

          6.      Independent Contractor . In rendering services as a consultant hereunder, Consultant shall be an independent contractor. As an independent contractor, the Company will issue an IRS Form 1099 for payments made pursuant to this Agreement, and Consultant will be responsible for paying all federal, state and local income and social security taxes arising out of any such payments. In addition, during the Consulting Term, Consultant will not accrue further service or compensation credit or benefits for any purpose under any of the Company's retirement, disability, medical, dental or other benefits or plans of the Company or any of its affiliated companies.

          7.      Confidential and Proprietary Information .

          (a)    The Consultant agrees to maintain the confidentiality of all Company trade secrets and proprietary information. Consultant also acknowledges that during the course of his employment with the Company, he has been entrusted with certain personnel, business, financial, technical and other information and material which are the property of the Company and its subsidiaries and which involve confidential information" of the Company and the Company's associates. Consultant agrees that he will not communicate or disclose to any third party (and acknowledge that he has not communicated or disclosed), or use (or have used) for his own account, without written consent of the Company, any of such confidential information or material, except in response to a lawfully issued subpoena, court order or other lawful request by any regulatory agency or government authority having supervisory authority over the business of the Company, unless and until such information or material becomes generally available to the public through no fault of Consultant's.

          (b)    The Consultant agrees that if any confidential information is requested by subpoena or court, governmental or regulatory order, he will notify the Company as soon as practicable and if requested by the Company, he will undertake his best efforts to assist the Company in obtaining a confidentiality order from the court or governmental or regulatory agency requesting such information.

          8.      Non-Competition and Non-Solicitation .

          (a)    This Consultant agrees to continue to be bound by the non-competition and non-solicitation terms and conditions of Article IX of the Agreement and Plan of Merger by and among Environmental Lighting Concepts, Inc., a Minnesota corporation ("ELC"), Mark R. Schroeder ("Schroeder") and Gregory J. Orman ("Orman")(Schroeder and Orman collectively, the "ELC Stockholders"), Innovative Energy Consultants Inc., a Missouri corporation ("IEC") and Great Plains Energy Incorporated, a Missouri corporation ("GPE") dated November 7, 2002.

          (b)    The Consultant agrees to consult with the Executive in the event a situation arises in which his opinion, if expressed, or his actions, if taken, could possibly affect the interests or reputation of the Company.

          9.      Indemnification . The Consultant shall be indemnified to the extent set forth in the Indemnification Agreement dated May 1, 2000 by and between KLT Inc., a Missouri corporation, and Gregory J. Orman, a copy of which is attached hereto and incorporated herein.

        10.      Assignment . This Agreement is not assignable other than to a successor of the Company, except the Agreement shall not be assigned without the prior consent of the Consultant.

        11.      Severability . In the event that any provision or portion of this Agreement will be determined to be invalid or unenforceable for any reason, the remaining provisions or portions of this Agreement will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by the law.

        12.      Waiver of Breach . A party's failure upon compliance or enforcement of any provision of this Agreement shall not affect the validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement by that party or any other party.

        13.      Notices . Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by Registered or Certified Mail to the last known residence in the case of Consultant, or to its principal office in the case of the Company or at such other address or addresses as either party may hereafter designate in writing to the other.

        14.      Amendment . This Agreement may be amended at any time by consent of the parties hereto by a written instrument.

        15.      Entire Agreement . This Agreement constitutes the entire agreement between the parties as it relates to the subject matter of this Agreement and supersedes all prior agreements and understandings wither written or oral relating to the subject matter of this Agreement.

        16.      Governing Law . This Agreement has been entered into in Kansas City, Missouri, and will be governed by and construed, interpreted and enforced in accordance with the laws of the State of Missouri.

        17.      Captions and Headings . The captions of the sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any provisions hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first mentioned above.

               This Asset Purchase Agreement (the "Agreement") is entered into as of December 26, 2002 ("Execution Date"), by and between Digital Teleport, Inc. ("Seller"), CenturyTel Fiber Company II, LLC, a Missouri limited liability company ("Subsidiary"), and CenturyTel, Inc. ("Parent") (Subsidiary and Parent are collectively referred to herein as "Buyer").

     WHEREAS, Seller desires to sell and Buyer desires to buy substantially all of the assets of Seller as hereinafter described; and

     WHEREAS , Seller is a debtor-in-possession in a case under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") pending in the United States Bankruptcy Court for the Eastern District of Missouri (the "Bankruptcy Court") as Case No. 01-54369-399 (the "Bankruptcy Case"); and

     WHEREAS, Seller has been soliciting bids for Seller's assets, including the Assets to be sold pursuant to this Agreement and has determined that the offer of Buyer for the Assets set forth below is the highest and best offer received for those Assets and constitutes a fair and adequate purchase price;

     WHEREAS, Parent desires to assure Seller of Buyer's ability to finance the transaction and to otherwise perform its obligations hereunder.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all parties, the parties have agreed as follows:

For purposes of this Agreement, the following terms shall have the following respective meanings:

     1.1     "Adjustment PP&E" shall mean the increase in the gross book value of all property plant and equipment on Seller's financial statements prepared in accordance with GAAP which increase occurred as a result of capital expenditures made by Seller between the Measurement Date and the Closing Date that were approved by Buyer to the extent required by the provisions of Section 5.3 hereof, and which capital expenditures fund either:

              (i)     the addition of bandwidth capacity to the Network for any purpose (other than capital expenditures for Cure Costs) (for example, "Overbuilds" described on Seller's capital expenditure budget), or

              (ii)     the construction of new fiber routes constructed to fulfill the obligations of Seller under any agreement for the sale of bandwidth transport and related services to a third party in the Seller's ordinary course of business (other than capital expenditures for Cure Costs) (for example, "Customer Connections" described in Seller's capital expenditure budget).

Adjustment PP&E shall not include any increase in the book value of all Property Plant and Equipment on Seller's financial statements prepared in accordance with GAAP which increase occurred as a result of capital expenditures made by Seller between the Measurement Date and the Closing Date, and which capital expenditures fund either:

              (i)     the ordinary course operations and maintenance of the Network or the Assets (for example, "Backbone", "Operations" and "Miscellaneous" items described in Seller's capital expenditure budget); or

              (ii)    Cure Costs to be paid by Seller (for example, "Customer Obligations" items described in Seller's Capital Expenditure budget).

     1.2     "AGL Transaction" shall mean the sale or grant of IRU by Seller to AGL Networks, LLC ("AGL") of twelve (12) dark fibers along approximately 65 route miles of Seller's fiber optic network in St. Louis and Kansas City in exchange for the payment to Seller of approximately $4.8 million of IRU fees and periodic fiber maintenance payments pursuant to that certain agreement between Seller and AGL.

     1.3     "Agreement" has the meaning set forth in the opening paragraph of this document.

     1.4     "Applicable Law" shall mean any statute, law, rule, regulation or ordinance or any judgment, order, writ, injunction or decree of any Governmental Entity to which a specified Person or property is subject.

     1.5     "Assets" shall mean, collectively, all of the assets of the Seller, including, without limitation: (i) the Network, (ii) the Intellectual Property, (iii) the Current Assets, (iv) the Personal Property, and (v) the Contracts & Leases but excluding the Excluded Assets.

     1.6     "Assumed Liabilities" shall mean all obligations of Seller (i) arising post-Closing under the Contracts & Leases, (ii) Payables, (iii) accrued vacation and sick days for employees of the Seller who the Buyer may retain pursuant to Section 5.6, (iv) any Taxes required to transfer legal title of the Assets to Buyer, and (v) total Cure Costs, whether incurred prior to Closing or after Closing, in excess of Four Million Dollars ($4,000,000), but less than Five Million Dollars ($5,000,000), but shall exclude the Excluded Liabilities.

     1.7     "Bankruptcy Case" and "Bankruptcy Code" have the meaning set forth in the recitals of this Agreement.

     1.8     "Bankruptcy Court" has the meaning set forth in the recitals of this Agreement.

     1.9     "Business" shall mean (i) Seller's business of providing telecommunications and data transport services, and (ii) the maintenance of the Network.

     1.10    "Business Day" shall mean a date on which major banks are open for business in the City of St. Louis, Missouri.

     1.11    "Buyer" has the meaning set forth in the first paragraph of this Agreement.

     1.12    "Chapter 11 Expenses" shall mean costs incurred and expenses paid or payable by Seller in connection with the administration of the Bankruptcy Case, including, without limitation, (a) fees and expenses related to the Seller's DIP lending agreement, (b) obligations to pay professionals' fees and expenses in connection with the Bankruptcy Case (including, without limitation, fees of attorneys, accountants, investment bankers, financial advisors, and consultants retained by Seller or the Committee) and reimbursement of any expenses incurred by Seller prior to the Closing Date in connection therewith (including, without limitation, any obligations to pay any holdback of any such fees and expenses), (c) fees and expenses payable to the United States trustee under Section 1930 of title 28, United States Code and (d) expenses of members of the Committee.

     1.13    "Closing" shall mean the consummation of the purchase and sale of assets and assumption of liabilities contemplated herein on the Closing Date.

     1.14    "Closing Adjustment" shall mean the result of the following calculation:

     An example of the Closing Adjustment calculation is set forth on Schedule 1.14 .

     1.15    "Closing Date" shall mean the date on which the Closing occurs.

     1.16    "Code" shall mean the Internal Revenue Code of 1986, as amended and in effect on the Closing Date.

     1.17    "Committee" shall mean the Official Committee of Unsecured Creditors appointed in the Bankruptcy Case.

     1.18    "Continuing Employees" has the meaning set forth in Section 5.6(a).

     1.19    "Contracts & Leases" shall mean all orders, contracts, supply agreements and leases to which Seller is a party, including, but not limited to the contracts listed on Schedule 1.19 and all contracts between Seller and its customers pursuant to which Seller provides assets, products or services. Contracts & Leases shall not include: (i) agreements rejected by Seller during the Bankruptcy Case or (ii) agreements of Seller which are not assumable and assignable over the objection of the counter-party to such agreements under Section 365(c) of the Bankruptcy Code, but only to the extent that a counter-party actually objects to the assumption and assignment of its respective agreement with Seller.

     1.20    "Cure Costs" shall mean amounts payable either before or after the Closing Date on account of defaults which must be paid in order to effectuate the assumption by Seller and assignment to Buyer of the Contracts & Leases in accordance with Section 365 of the Bankruptcy Code and the Sale Order, including, without limitation, a $1,000,000 Closing Adjustment as agreed to by Seller and Buyer as the entire Cure Cost amount that Seller shall pay for the current value of the future leased bandwidth expense expected to be incurred by Buyer after the Closing Date to cure defaults relating to the delivery of telecommunications services by Seller to the MoDOT district offices in Willow Springs and Macon, Missouri under that certain Fiber Optic Cable on the Freeways Agreement between Seller and the Missouri Department of Transportation ("MoDOT Leased Bandwidth Cure Costs"). Buyer shall pay all MoDOT Leased Bandwidth Cure Amounts after the Closing Date and Buyer shall not be reimbursed through this Agreement for any MoDOT Leased Bandwidth Cure Costs exceeding the $1,000,000 included in the Closing Adjustment.

     1.21    "Current Assets" shall mean the book value of all Assets which are classified as current assets on Seller's financial statements prepared in accordance with GAAP. Current Assets shall exclude: (i) the Excluded Assets, and (ii) prepaid Chapter 11 Expenses.

     1.22    "Current Liabilities" shall mean the book value of all Assumed Liabilities that are classified as current liabilities on Seller's financial statements prepared in accordance with GAAP; provided, however , that Current Liabilities shall exclude amounts reflecting the Excluded Liabilities.

     1.23    "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

     1.24    Excluded Assets" shall mean:

     1.25    "Excluded Liabilities" shall mean (i) all liabilities of Seller arising at any time out of, or in connection with, the Excluded Assets, (ii) all pre-closing liabilities, except Assumed Liabilities, (iii) Cure Costs (other than MoDOT Leased Bandwidth Cure Costs exceeding $1,000,000), whether incurred prior to Closing or after Closing, to the extent all Cure Costs (including such $1,000,000) are less than Four Million Dollars ($4,000,000) or more than Five Million Dollars ($5,000,000), and (iv) all liabilities set forth on Schedule 1.25.

     1.26    "Execution Date" shall have the meaning set forth in the first paragraph of this Agreement.

     1.27    "GAAP" shall mean generally accepted accounting principles in effect as of the time when and for the period as to which such accounting principles are to be applied, consistently applied.

     1.28    "Governmental Entity" means any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental, legislative or regulatory body, agency, department, commission, board, bureau, or other authority or instrumentality (domestic or foreign), including but not limited to the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Environmental Protection Agency, Department of Justice, Federal Communications Commission, Federal Trade Commission, or a Public Service Commission.

     1.29    "Governmental Approvals" shall mean those approvals, authorization and exemptions from governmental entities and the making of all necessary registrations and filings (including filings with governmental entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding to prevent the Closing by, any governmental entity, which are required to be obtained or taken to consummate the transactions contemplated herein under applicable law.

     1.30    "Intellectual Property" shall mean all intellectual property owned by Seller, including, without limitation, trade names, trade secrets and trademarks, which are useful in operating the Business, including, without limitation, those set forth on Schedule 1.30 hereto.

     1.31    "IRS" means the U.S. Internal Revenue Service.

     1.32    "KLT" shall mean KLT Telecom Inc.

     1.33    "Material Adverse Change" shall mean any significant and substantial adverse change in the Business, prospects or financial condition of Seller as such shall exist on the Execution Date, excluding any change (i) resulting from general economic conditions in the U.S. or (ii) that affects the telecommunications industry as a whole, provided, however, that no Material Adverse Change shall be deemed to have occurred due to an amendment or termination of the IRU and Telecommunications Services Agreement with Hyperion Communications Long Haul, L.P. dated November 9, 1999 that reduces or eliminates revenues that Seller might have realized from that agreement, or the rejection of that agreement by either Seller or Hyperion in their respective Bankruptcy court.

     1.34    "Measurement Date" shall mean September 30, 2002.

     1.35    "Network" shall mean the conduit, fiber optic cable, equipment, buildings, electronic equipment and all bridge attachments, conduits, brackets, fixtures, anchors, splice boxes, fiber distribution centers and other hardware needed or used to fasten or support the fiber optic cable, conduit and equipment buildings of Seller's fiber optic network within the states of Missouri, Colorado, Arkansas, Kansas, Oklahoma, Tennessee, Nebraska, Iowa, Illinois, Indiana, Texas, Kentucky, Alabama and Georgia. As of October 31, 2002, the Network included, but was not limited to, those fiber and optronics listed on Schedule 1.35-1 attached hereto. Schedule 1.35-2 contains a map of the Network as of September 30, 2002. Schedule 1.35-3 contains tables depicting the total capacity (both used and unused) of the Network as of October 31, 2002. Network shall not include the fiber optic network assets that are the subject of the AGL Transaction.

     1.36    "Network Operations Center" shall mean the portion of the real property located at 11111 Dorsett Road, Maryland Heights, Missouri including all buildings, improvements and fixtures, that is currently being leased by Seller.

     1.37    "Payables" shall mean (i) liabilities associated with any amounts included in Current Liabilities for purposes of calculating Working Capital, and (ii) all other liabilities that arise or have arisen under the Contracts and Leases and for which payment is due after the Closing Date (other than total Cure Costs that are more than $4,000,000 but less than $5,000,000), and other than Chapter 11 Expenses.

     1.38    "Permitted Liens" shall mean the liens and encumbrances described on Schedule 1.38 .

     1.39    "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, enterprise, unincorporated organization, Governmental Entity, or other entity.

     1.40    "Personal Property" shall mean all tangible personal property used by Seller to conduct the Business including without limitation vehicles, tools, spare parts, fiber and other network equipment held for deployment, furniture, computers and other equipment.

     1.41    "Regulatory Approvals" shall mean any approval of the Transaction required by the rules and regulations of any federal, state or local government agency.

     1.42    "Sale Order" shall mean (i) an order of the Bankruptcy Court approving this Agreement and the transactions contemplated hereby, in accordance with section 363 of the Bankruptcy Code, which finds, among other things, that Buyer is a good-faith purchaser for value and otherwise entitles Buyer to the protections of section 363(m) of the Bankruptcy Code, for which the time for filing a notice of appeal has expired, and which order has not been reversed or modified on appeal or, if any such appeal is pending, such order shall not have been stayed, and (ii) an order or orders of the Bankruptcy Court approving the assumption and assignment of all Contracts & Leases by Seller pursuant to section 365 of the Bankruptcy Code. The Sale Order shall be in form and substance acceptable to Buyer in its reasonable discretion.

     1.43    "Seller" has the meaning set forth in the first paragraph of this Agreement.

     1.44    "Seller Bonus Plan" has the meaning set forth in Section 5.6(c).

     1.45    "Seller 401(k) Plan" has the meaning set forth in Section 5.6(e).

     1.46    "Seller Plans" has the meaning set forth in Section 3.11(a).

     1.47    "Seller Welfare Plans" has the meaning set forth in Section 5.6(f)

     1.48    "Subsidiary Welfare Plans" has the meaning set forth in Section 5.6(f).

     1.49    "Tax" or "Taxes" shall mean any federal, state, county, local, foreign, and other income, profits, gains, net worth, sales and use, ad valorem, gross receipts, business and occupation, license, estimated, stamp, custom duties, occupation, property (real or personal), franchise, capital stock, license, excise, value added, payroll, employees, income withholding, social security, unemployment or other tax, imposition, duty, or similar levy by any governmental entity, and any penalty, addition to, or interest on the foregoing.

     1.50    "Transaction" shall mean the sale of assets as contemplated by the terms of this Agreement.

     1.51    "Working Capital" shall mean, as of the applicable date, the difference, if any, between: (i) the amount of the Current Assets, and (ii) the amount of the Current Liabilities.

     2.1      Purchase; Purchase Price and Earnest Money.

     (a)      Purchase . Subject to the approval of this transaction by the Bankruptcy Court pursuant to the Sale Order, and upon the terms and subject to the conditions contained in this Agreement, Seller shall sell, assign, and deliver to Buyer, free and clear of all claims, interests, liens and encumbrances (except for the Permitted Liens) and Buyer shall purchase and accept, all right, title and interest of the Seller in and to the Assets.

     (b)      Purchase Price . Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to Seller Thirty-Eight million dollars ($38,000,000) in cash, plus the Closing Adjustment (whether a positive or negative number), if any ("Purchase Price").

     (c)      Assumption of Liabilities. At Closing, as additional consideration to Seller for the sale of the Assets, Buyer shall assume, and agree to pay, perform, fulfill and discharge, all Assumed Liabilities.

     (d)      Payment of Purchase Price . Buyer shall pay to Seller the Purchase Price (net of the Escrow Funds) by wire transfer of immediately available funds to the United States account or accounts designated by Seller no later than 3 p.m. Central Time on the Closing Date.

     (e)      Escrow . Concurrently with the execution of this Agreement Buyer is delivering to Regions Bank, N.A. (the "Escrow Agent"), a deposit in the amount of Three Million Eight Hundred Thousand Dollars ($3,800,000) (which, along with all accrued interest shall be the "Escrow Funds"). The Escrow Agent shall hold the Escrow Funds in an interest-bearing escrow account pursuant to the terms of the Escrow Agreement attached as Exhibit A . The Escrow Agent's fees and charges shall be paid one half by Buyer and one half by Seller. The Escrow Agreement shall provide that:

              (i)     The Escrow Funds will be returned to Buyer upon the earlier of:

              (ii)     One hundred eighty (180) days following the Closing Date, the Escrow Funds shall be paid to Seller subject to reductions in an amount equal to the amount of any claims of Buyer for breaches of representations and warranties of Seller under this Agreement as provided in Article III and subject to the limitations contained in Article 9.1 hereof.

     2.2      Estimate of Closing Adjustment at Closing . At least three (3) Business Days prior to the scheduled Closing Date, Seller shall provide to Buyer a projection of the Closing Adjustment that will exist at Closing. Seller will provide a copy of the same to the Committee and KLT. Seller and Buyer shall promptly confer in good faith to finalize the amount of the Closing Adjustment prior to the Closing Date and if they are unable to fully agree, then the Seller shall file a motion with the Bankruptcy Court outlining the items which are agreed to and the items which are not agreed to and the basis for the disagreement and the disputed items shall be determined by the Bankruptcy Court after notice and an opportunity for the Buyer and all parties in interest in the Bankruptcy Case to be heard.

     2.3      No Assumption of Any Liabilities . It is understood and agreed that Buyer shall not assume or become liable directly, indirectly, contingently or otherwise for the payment of any debts, liabilities, losses, accounts payable, Taxes, bank indebtedness, mortgages, or other obligations of Seller of any nature whatsoever, whether related to the Assets or otherwise or for any other liabilities, whether the same are known or unknown, now existing or hereafter arising, of whatever nature or character, whether absolute or contingent, liquidated or disputed, except as expressly set forth herein. Buyer shall not have any successor liability related to Seller or the Assets.

     2.4      Closing . Subject to the satisfaction or waiver of the conditions set forth herein, the Closing shall occur within five (5) Business Days following the satisfaction or waiver of all other conditions to Closing set forth in Article VII, in the offices of the Sonnenschein Nath and Rosenthal in St. Louis (or on such other date at such other time and place as the parties shall agree in writing).

     2.5     " As Is" Transaction . Buyer hereby acknowledges and agrees that, except as otherwise expressly provided in this Agreement (and without in any respect impairing any of Seller's Representations and Warranties under Article III or its covenants under Articles V or VI), the Seller makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Assets including, without limitation, income to be derived or expenses to be incurred in connection with the Assets, the physical condition of any personal Assets comprising a part of the Assets or which is the subject of any other lease or contract to be assumed by Buyer at the Closing, the environmental condition or other matter relating to the physical condition of any real Assets or improvements which are the subject of any real Assets lease to be assumed by Buyer at the Closing, the zoning of any such real Assets or improvements, the value of the Assets (or any portion thereof), the terms, amount, validity or enforceability of any assumed liabilities, the merchantability or fitness of the personal Assets or any other portion of the Assets for any particular purpose. Without in any way limiting the foregoing, subject to the representations, warranties and covenants expressly set forth in this Agreement Seller hereby disclaims any warranty, express or implied, of merchantability or fitness for any particular purpose as to any portion of the Assets. Buyer further acknowledges that Buyer has conducted an independent inspection and investigation of the physical condition of the Assets and all such other matters relating to or affecting the Assets as Buyer deemed necessary or appropriate and that in proceeding with its acquisition of the Assets, except for any representations and warranties and covenants expressly set forth in this Agreement, Buyer is doing so based solely upon such independent inspections and investigations. Accordingly, subject to the representations, warranties and covenants expressly set forth in this Agreement Buyer will accept the Assets at the Closing "as is", "where is" and "with all faults".

     2.6      Allocation of Purchase Price . At Closing, Buyer shall deliver an allocation (the "Allocation") of the Purchase Price in accordance with Section 1060 of the Code, which shall be reasonably acceptable to Seller. Buyer and Seller shall (i) be bound by the Allocation, (for tax purposes only, and not for any other purpose), (ii) act in a manner consistent with the Allocation in the preparation of financial statements and filing of all United States federal income tax returns (including, without limitation, filing Form 8594 with their United States federal income tax returns for the taxable year that includes the Closing Date) and in the course of any tax audit, tax review or tax litigation relating thereto, and (iii) take no position and cause their affiliates to take no position inconsistent with the Allocation for any tax purposes.

     Seller hereby represents and warrants to Buyer as of the Execution Date and Closing Date as follows. For purposes of this Agreement "Knowledge" of Seller shall mean the knowledge of any of the Continuing Executives (defined in Section 7.3(f)).

     3.1      Organization, Standing and Power . Seller is a corporation organized, validly existing and in good standing under the laws of the State of Missouri and has the requisite corporate power and authority to carry on its business as now being conducted, except where the failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, have a material adverse effect on Seller.

     3.2      Authority . Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby upon entry of the Sale Order. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller, subject to the conditions set forth in this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms upon entry of the Sale Order and obtaining all Governmental Approvals.

     3.3      Brokers . No broker, investment banker or other person engaged by Seller is entitled to any broker's, finder's or other similar fee or commission in connection with the transactions contemplated by this Agreement.

     3.4      No Conflict . Subject to obtaining the Governmental Approvals and entry of the Sale Order by the Bankruptcy Court the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not (i) conflict with or result in a breach of the terms, conditions or provisions of any order of any court or other agency of government, the charter or bylaws of Seller, or (ii) result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever on any of the Assets.

     3.5      Third Party Approvals . Except for (a) the Sale Order, and (b) the Governmental Approvals set forth on Schedule 3.5 , for which the failure to obtain such approvals, individually or in the aggregate, would have a materially adverse effect on the Assets or Assumed Liabilities or materially impair or delay the ability of Seller to consummate the transactions contemplated hereby, the execution, delivery and performance by such Seller of this Agreement and the transactions contemplated hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any third Persons which have not been obtained by Seller. Seller and Buyer will cooperate in all matters relating to obtaining the Governmental Approvals.

     3.6      Title to Assets, Validity of Contracts. Except for those items that are not material to the operations of the Business and the Permitted Liens on Schedule 1.38 , Seller holds free and clear title to or, has a valid leasehold interest in, all of the Assets and has not received any material claims of infringement against Seller related to the Intellectual Property. None of the material Contracts & Leases were terminated prior to the bankruptcy petition date of December 31, 2001. Except for those Contracts & Leases that are not material to the operations of the Business, each Contract and Lease is in full force and effect and no party is in breach thereunder (other than breaches that will be cured prior to the Closing Date). Except as would not have a material adverse effect on the operations of the Business, Schedule 3.6 hereto lists every Contract or Lease that either (i) requires the consent of a third party prior to assignment, or (ii) requires Seller or its assignee to pay to the counter-party or incur expenses in excess of $25,000 in cash annually.

     3.7      Due Notice . Seller will serve notice of the hearing in the Bankruptcy Court regarding approval of this sale transaction on all creditors who are listed in Seller's bankruptcy schedules or who have filed proofs of claim in the Bankruptcy Case.

     3.8      Financial Statements. Attached hereto as Schedule 3.8 are Seller's unaudited income statement, statement of cash flows and balance sheet for the nine (9) month period ended September 30, 2002 (collectively, the "Financial Statements"). The Financial Statements accurately reflect the results of operations and financial condition of Seller in all material respects as of and for the periods set forth therein. From the date of the Financial Statements there has not occurred a Material Adverse Change in Seller's Business.

     3.9      Adequacy and Condition of Assets. Schedule 1.35-1 contains a list of the Network fiber and optronics Assets of the Seller utilized in the Business as of October 31, 2002, which is materially accurate in all respects. Schedule 1.19(a) contains a list of the material Contracts and Leases of Seller utilized in the Business (other than customer contracts) as of November 30, 2002, which is materially accurate in all respects. Schedule 1.19(b) sets forth a list of each customer contract that either generated in excess of $25,000 in revenue during the twelve-month period immediately prior to the date hereof or that is expected to generate in excess of $25,000 in revenue during the twelve months first following the date hereof. Schedule 1.35-2 contains a map of the Network routes as of November 30, 2002, and Schedule 1.35-3 contains tables depicting the total bandwidth transport capacity (both used and unused) of the Network as of October 31, 2002, which are materially accurate in all respects. Except as set forth on Schedule 3.9 , the Network is in good operating condition and repair, ordinary wear and tear excepted and is useable in the ordinary course of business consistent with past practices. Except as would not result in a Material Adverse Change, Seller's operation of the Business and ownership of the Assets is and has been in material compliance with all Applicable Laws. Without limiting the generality of the foregoing, Seller has received no notice of and has no knowledge of any condition of any Asset or of any action of Seller that would constitute material violation of any Applicable Law related to the environment.

     3.10     Employee Matters . Schedule 3.10 attached hereto is a list of every employee of Seller as of November 30, 2002, along with each such Employee's respective job title, service date, accrued vacation and sick days, annual salary and current bonus (including retention bonuses), target bonus after the Closing Date, and severance pay accrued or payable (or to be payable on or prior to the Closing Date).

     3.11     Employee Benefits and Plans.

             (a)      Schedule 3.11 attached hereto lists each "employee benefit plan", as defined in Section 3(3) of ERISA, (i) which is subject to any provision of ERISA, (ii) which is maintained, administered, or contributed to by Seller, and (iii) which covers any employee or former employee of Seller or under which Seller has any liability. In addition, Schedule 3.11 lists all deferred compensation plans, all supplemental death, disability, medical reimbursement, severance, bonus and all other employee benefit plans of any kind or character, whether written or oral, that Seller either participates in or maintains (the plans referenced in this sentence and the preceding sentence hereinafter referred to collectively as the "Seller Plans"). Seller has made available to Buyer accurate and complete copies of the Seller Plans (and, if applicable, the related trust agreements) and all amendments thereto.

             (b)     The Seller's 401(k) Plan has received a favorable determination letter from the IRS, and is being maintained, in all material respects, in compliance with its terms and with the requirements prescribed by all Applicable Law.

             (c)     Seller has never maintained or contributed to a multi-employer plan as defined in Section 3(37) of ERISA, and has never maintained or contributed to a plan subject to Title IV of ERISA or the minimum funding standards of ERISA or the Code.

             (d)     Except as set forth on Schedule 3.11, Seller does not maintain or contribute to, and is not required to contribute to, any Employee Welfare Benefit Plan providing medical, health, or life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses, or their dependents (other than in accordance with Section 4980B of the Code or Sections 601-607 of ERISA).

             (e)     The requirements of Part 6 of Subtitle B of Title I of ERISA and of Section 4980B of the code have been met in all material respects with respect to each Seller Plan which is an Employee Welfare Benefit Plan. Seller agrees to provide upon reasonable request from Buyer a list of all "qualified beneficiaries", as such term is defined in Part 6 of Subtitle B of Title I of ERISA, under any Seller Plan who, because of a "qualifying event", as such term is defined in Part 6 of Subtitle B of Title I of ERISA, prior to the Closing, are currently entitled to elect continuing coverage under a Seller Plan which is a welfare benefit plan, and Seller agrees to provide, with respect to each such qualified beneficiary, such qualified beneficiary's name, address, date of qualifying event, continuation coverage premium payment history and copies of all notices provided by or on behalf of Seller related to such continuation coverage.

     3.12    Cure Costs. To the knowledge of Seller (i) Cure Costs (other than MoDOT Leased Bandwidth Cure Costs) are not reasonably expected to exceed $3,000,000 and (ii) promptly following the Bankruptcy Court approval of the Bid Procedures Order Seller shall provide a notice of Proposed Assignment and Cure Amount to all parties to the Contracts and Leases pursuant to the Bankruptcy Code.

     Each of Parent and Buyer represents and warrants to Seller as of the Execution Date and the Closing Date:

     4.1      Organization, Standing and Power . Subsidiary is a limited liability company organized, validly existing, and in good standing under the laws of the State of Missouri and has the requisite power and authority to carry on its business as now being conducted and to effect the transactions contemplated hereunder.

     4.2      Authority . Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Buyer, subject to the conditions set forth in this Agreement. This Agreement has been duly and validly executed and delivered by Buyer and this Agreement constitutes the legal, valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms upon obtaining all Governmental Approvals.

     4.3      Consents and Approvals; No Violation . The execution and delivery of this Agreement by Buyer does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Buyer or any of its subsidiaries under, any provision of (i) the charter or organizational document or bylaws of Buyer, (ii) any provision of the comparable charter or organizational documents of any of Buyer's subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Buyer or any of its subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) or (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not prevent the consummation of any of the transactions contemplated hereby in accordance with the terms of this Agreement. Except for the Governmental Approvals, no filing or registration with, or authorization, consent or approval of, any governmental entity is required by or with respect to Buyer or any of its subsidiaries in connection with the execution and delivery of this Agreement by Buyer or is necessary for the consummation of the transactions contemplated by this Agreement.

     4.4      Actions and Proceedings . There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of Buyer, threatened against or affecting Buyer or any of its subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or shareholders, as such, or any of its or their properties, assets or business relating to the transactions contemplated by this Agreement or which could have the effect of delaying or prohibiting the consummation of the transactions contemplated by this Agreement. For purposes of this Agreement, "Knowledge of Buyer," means the actual knowledge of the R. Stewart Ewing, Jr. and Stacey W. Goff of Buyer after due inquiry.

     4.5      Brokers . No broker, investment banker or other person engaged by Buyer is entitled to any broker's, finder's or other similar fee or commission payable by the Seller in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

     4.6      Financials . The unaudited financial statements of Parent provided to Seller dated as of September 30, 2002, fairly represent the financial position of Parent as of the date hereof and there has been no material adverse change in the Buyer since the date of such financials.

     4.7      Financing . As of the Closing, Buyer will have sufficient funds available to consummate the transactions contemplated hereby and Buyer does not have any financing contingency with respect to the transactions contemplated hereby.

     5.1      Pre-Closing Covenants of Seller . Seller covenants to Buyer that after the Execution Date and prior to the Closing Date, except as contemplated by this Agreement:

     (a)      Consistent with custom and practice of the Business following the filing date of the Bankruptcy Case, and to the extent permitted or required by the funds available to support the Business, and to the extent limited by the proceedings of the Bankruptcy Case, Seller will

     (b)      Section 5.1(a) shall not limit the ability of Seller to perform all acts contemplated by, or useful in consummating, the AGL Transaction and paying the Cure Costs;

     (c)      Seller will maintain itself as a duly licensed corporation in good standing under the laws of Missouri;

     (d)      Seller will seek to obtain entry of the Sale Order;

     (e)      Seller will seek to obtain entry of an order of the Bankruptcy Court putting in place auction and sale procedures pursuant to Section 363 of the Bankruptcy Code as described in Section 6.3(a) and in the form attached hereto ("Bid Procedure Order") as set forth on Schedule 5.1(e).

     5.2      No Sale or Encumbrance of Assets. Except as set forth on Schedule 5.2 , Seller will not sell or encumber any Assets; provided, however , that Seller, upon consent of Buyer, which consent shall not be unreasonably withheld, may enter into agreements in which Assets are sold or to which an indefeasible right of use is granted if that sale or grant of IRU is a term of a swap of assets with a third party performed by Seller to assist Seller to fulfill any existing, or reasonably anticipated, agreement for the sale of bandwidth transport and related services to a third party in the Seller's ordinary course of business. The cash proceeds received by Seller as a result of such sale shall, together with the proceeds from the sale of Assets since the Measurement Date, be defined as the "IRU Proceeds", provided, however, that IRU Proceeds shall not include proceeds from the AGL Transaction or the settlement agreement with Qwest Communications.

     5.3      No Material Contracts. Seller will not (i) enter into any agreement that requires Seller to unconditionally pay in excess of Twenty-Five Thousand Dollars ($25,000) in cash annually, unless such agreement is entered into to fulfill any existing, or reasonably anticipated, agreement for the sale of bandwidth transport and related services to a third party in the Seller's ordinary course of business or (ii) incur any cost Seller would propose to include in the calculation of Adjustment PP&E in excess of $50,000 without including a representative of Buyer in the Seller Capital Allocation Committee meeting such cost and obtaining consent of Buyer to such expenditure at that committee meeting, which consent shall not be unreasonably withheld provided, however, that Seller shall not be required to obtain the consent of Buyer for the capital expenditures set forth in Schedule 5.3. Buyer agrees that the capital expenditures (i) made by Seller during the period between the Measurement Date and the execution of this Agreement that are of a nature described in the definition of Adjustment PP&E, and (ii) amounts expended after the date hereof on the capital projects set forth in Schedule 5.3, net of any proceeds received by third parties with respect to such capital projects, shall each be included in the calculation of Adjustment PP&E. Following the date of this Agreement, Seller shall provide to Buyer a weekly report of all capital expenditures approved by Seller during the preceding week.

     5.4      No Employee Related Changes. Except as permitted by Seller's employee retention program as approved by the Bankruptcy Court, Seller will not establish any new or materially modify any existing employee benefits or compensation plans. Without limiting the foregoing, Seller will not materially increase compensation or benefits nor enter into or renew any employment or collective bargaining agreement.

     5.5      Interim Information. Between the date hereof and the Closing Date Seller shall provide Buyer such information as Buyer may reasonably request regarding the Seller's business.

     5.6      Employees and Employee Matters.

     (a)       Employment of Continuing Employees. All employees of Seller as of the Closing Date referred to as a "Continuing Employee" shall be employed by Buyer following the Closing Date at the same compensation as is disclosed on Schedule 3.10, at their same work location (exclusive of any retention bonus). During the period of one year following the Closing Date, Buyer shall immediately pay to any Continuing Employee whose employment in the Business is terminated by Buyer after the Closing Date without cause, the sum of fifteen percent (15%) of such terminated Continuing Employee's annual base salary, provided, however, that during the three (3) month period commencing on the Closing Date the Buyer shall not terminate the employment of, or decrease the compensation paid to, any Continuing Employee other than for cause.

     (b)       Recognition of Continuing Employee and Continuing Executives Service. On and after the Closing Date, Buyer shall recognize the service of each Continuing Employee and Continuing Executive for purposes of Buyer's employee service recognition program, for participation and vesting under the subsidiary 401(k) Plan, subsidiary vacation policy, the Subsidiary Welfare Plans for Continuing Employees and Continuing Executives, and any subsidiary severance pay policy applicable to Continuing Employees. Continuing Employees and Continuing Executives shall not be granted credit for service with Seller for purposes of any pension plan or post-retirement benefit plan provided by Buyer or any of its affiliates.

     (c)       Assumption of Obligation to Pay Bonuses. Except as otherwise expressly provided in this Agreement or the Employment Agreements (defined in Section 7.3(f)), Continuing Employees and Continuing Executives shall not accrue benefits under any employee benefit policies, plans, arrangements, programs, practices, or agreements of Seller after the Closing Date. For the year in which the Closing Date occurs, the Continuing Employees shall be paid any bonuses that would have been payable to such employees for that year had the Continuing Employees remained employees of Seller in accordance with the provisions of the policy, plan, arrangement, program, or agreement under which the bonus would have been paid (the "Seller Bonus Plan"). Seller shall pay to the Continuing Employees that portion of any such bonus that is attributable to service during such year on or before the Closing Date, and Buyer shall pay to the Continuing Employees that portion of any such bonus that is attributable to service during such year after the Closing Date in which such Continuing Employee is employed by Buyer. In determining the amount of the bonus to be paid by Buyer in accordance with the preceding sentence, Buyer shall establish criteria under which the bonus will be paid consistent with that provided to similarly situated employees in the industry.

     (d)       No Duplicate Benefits; Dependents and Beneficiaries. Nothing in this Agreement shall cause duplicate benefits to be paid or provided to or with respect to a Continuing Employee or Continuing Executive under any employee benefit policies, plans, arrangements, programs, practices, or agreements. References herein to a benefit with respect to a Continuing Employee or Continuing Executive shall include, where applicable, benefits with respect to any eligible dependents and beneficiaries of such Continuing Employee or Continuing Executive under the same benefit policy, plan, arrangement, program, practice or agreement.

     (e)       401(k) Plan.

     (f)       Welfare Plans.

     (g)       Severance Pay.

     (h)       Vacation, Holiday and Sick Leave.

     6.1      Approvals of Third Parties; Efforts .

     (a)      Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, without limitation:

     No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any governmental entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

     (b)      Seller will use its commercially reasonable best efforts to cause or obtain the satisfaction of the conditions applicable to Seller specified in Sections 7.1 and 7.3 below.

     (c)      Buyer will use its reasonable best efforts to cause or obtain the satisfaction of the conditions applicable to Buyer specified in Sections 7.1 and 7.2 below.

     6.2      Fees and Expenses . All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby including, without limitation, the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such costs and expenses.

     6.3      Bankruptcy Court Approvals

     (a)       Bankruptcy Court Approval of Bid Procedures. Promptly following the Execution Date (and in no event later than ten (10) Business Days thereafter), the Seller will file a motion with the Bankruptcy Court requesting the entry of the Bid Procedures Order (the "Bid Procedure Motion"):

     (b)       Bankruptcy Court Approval of Sale Order. As soon as practicable following the conclusion of the Auction, Seller shall file with the Bankruptcy Court the Sale Motion.

     (c)      Notifications. Seller will in accordance with Applicable Law provide notice to claimants who may have claims against Seller.

     7.1      Conditions to Each Party's Obligations . The respective obligations of each party to effect the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the following conditions:

     (a)      No Order Preventing Transactions . No court or other governmental entity having jurisdiction over Seller or Buyer, or any of their respective subsidiaries, shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated by this Agreement illegal.

     (b)      Entry of Orders . The form and the substance of the Bid Procedure Motion and the Sale Motion shall have been approved by Buyer, and the Bankruptcy Court shall have entered the Bid Procedure Order and the Sale Order without reducing the amount of the Break-Up Fee as specified in Section 6.3, or otherwise materially altering, amending or modifying the Bid Procedure Order or Sale Order in a manner materially adverse to Buyer.

     (c)      Regulatory Approvals. The parties shall have received all required Regulatory Approvals.

     7.2      Conditions to Obligation of Seller . The obligation of Seller to effect the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the condition that Buyer shall have performed in all material respects each of its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, including payment of the Purchase Price, and each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date.

     7.3      Conditions to Obligations of Buyer . The obligations of Buyer to effect the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the following additional conditions:

     (a)      Performance of Obligations; Representations and Warranties . Seller shall have performed in all material respects each of its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, and each of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date.

     (b)      Transfer and Assumption Documents . Seller shall convey title to Buyer to the Assets and Buyer shall assume the Assumed Liabilities by executing documents substantially in the form set forth on Exhibit B attached hereto.

     (c)      Other Closing Documents . Seller shall deliver lien releases from the liens filed by KLT on the Assets, and such other documents as Buyer may reasonably request at Closing.

     (d)      Cure Costs . Seller shall have delivered to Buyer evidence reasonably satisfactory to Buyer that all Cure Costs (not including the $1,000,000 Closing Adjustment for MoDOT Leased Bandwidth Cure Cost) less than Three Million Dollars ($3,000,000) (or to the extent Cure Costs exceed Four Million Dollars ($4,000,000) and Seller agrees to pay such Cure Costs then evidence for all Cure Costs assumed by Seller) have been paid or will be paid by Seller.

     (e)      Network Operations Center . Buyer and KLT shall have executed a lease with respect to the Network Operations Center in a form reasonably satisfactory to Buyer.

     (f)      Employment Agreements. Buyer and each of the persons listed on Schedule 7.3(f)(1) ("Continuing Executives") hereof shall enter into employment agreements substantially in the form attached hereto as Exhibit 7.3(f)(2) ("Employment Agreements").

     8.1      Termination . This Agreement may be terminated in writing at any time prior to the Closing Date:

     (a)     By Buyer, if:

     (b)     By Seller, if:

     (c)     By Buyer or Seller if, before the Closing Date,

     8.2      Overbid Termination .

     (a)     If either

             (i)     a transaction to sell the Assets to an Overbidder is consummated or

             (ii)     a Seller Plan is confirmed by the Bankruptcy Court, then

                    (A)     this Agreement shall without further action by either party terminate,

                    (B)     Escrow Agent shall immediately deliver to Buyer the Escrow Funds, and

                    (C)     Buyer shall be entitled to the Break-Up Fee to the extent payable under Section 6.3(a)(iii) hereof.

     (b)     In the event this Agreement is terminated pursuant to this Section 8.2, Buyer shall be entitled to the Break-Up Fee to the extent payable under Section 6.3(a)(iii) hereof as liquidated damages and as Buyer's sole remedy in respect of such termination. The Break-Up Fee shall become due and payable upon the earlier to occur of:

             (i)     the consummation of the sale of the Assets to the Overbidder,

             (ii)    confirmation of a Seller Plan, or

             (iii)    such other date as may be fixed by order of the Bankruptcy Court.

     8.3      Liability if Agreement Terminated . Termination of this Agreement shall not relieve any party of any liability for breaches of this Agreement prior to the date of termination.

     9.1      Survival of Representations and Warranties; Indemnification .

     (a)     Liability of Seller for the representations and warranties made as of the Closing Date as set forth in this Agreement or in any schedule, exhibit or instrument delivered pursuant to this Agreement by Seller shall survive for a period of one hundred eighty (180) days following the Closing Date. Seller agrees to indemnify Buyer against any loss incurred as a result of Seller's material breach of any of those representations and warranties; provided, however , that:

             (i)  Buyer shall be required to notify Seller of any such breaches within one hundred eighty (180) days following the Closing Date;

             (ii)  Seller's obligation to indemnify shall be limited to the lesser of Buyer's actual loss or the amount of the Escrow Funds not previously paid to Seller, and

            (iii)  Buyer shall not be entitled to claim indemnification for any actual loss less than $10,000 per occurrence provided, however, that Buyer shall make no such indemnification claim unless such claims in excess of $10,000 exceed $100,000 in the aggregate.

     (b)     Notwithstanding anything to the contrary contained in this Agreement, the Buyer, Parent and the Seller acknowledge and agree:

             (i)  that the Escrow Account is the sole source of funding for any claims for indemnification by Buyer or Parent pursuant to this Agreement, and

             (ii)  that once any funds have been released out of the Escrow Account to the Seller as expressly contemplated by this Agreement, such funds shall cease to be subject to any claims for indemnification by Buyer or Parent pursuant to this Agreement or the Escrow Agreement.

     (c)     Each of Buyer and Seller shall provide prompt written notice to the other Party upon learning of either Party's breach of a representation, warranty or covenant contained herein.

     9.2      Expenses . Each party shall pay its own expenses incident to this Agreement and the transactions hereby contemplated. In the event of any litigation between the parties arising out of this Agreement, the prevailing party shall be entitled to recover from the other party its court costs and reasonable attorneys' fees and expenses at the trial and all appellate levels.

     9.4      Section and Other Headings . Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     9.5      Schedules and Exhibits . Each schedule and exhibit attached hereto shall be deemed to be a part of this Agreement to the same extent as if set forth verbatim in the body of this Agreement.

     9.6      Enforcement . The laws of the State of Missouri shall govern the interpretation, validity, performance and enforcement of this Agreement, without reference to any conflict of law or choice of law provisions therein. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

     9.7      Parties; No Third Party Beneficiaries . This Agreement shall be binding upon and enforceable against, and shall inure solely to the benefit of, the parties hereto and their respective successors and assigns. Nothing herein shall confer any rights or remedies to any person or entity which is not a party hereto.

     9.8      Counterparts . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

     9.9      Facsimile Signature . This Agreement may be executed and accepted by facsimile signature and any such signature shall be of the same force and effect as an original signature.

     9.10     Further Assurances . Seller will execute such further documentation or take such further actions as Buyer may reasonably request to effectuate the transfer of the Assets and implement this Agreement.

     9.11     WAIVER OF JURY TRIAL . THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE RELATED IN ANY WAY TO BUYER'S BID OR THIS AGREEMENT.

     9.12     Exclusive Jurisdiction . Without limiting any party's right to appeal any order of the Bankruptcy Court, (a) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (b) any and all claims, actions, causes of action, suits and Proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 9.3 hereof.

[remainder of page blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

                                                                                               Exhibit 12.1


                                             GREAT PLAINS ENERGY

                              COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES





                                          2002           2001           2000          1999         1998
                                                                    (Thousands)
Income (loss) before extraordinary
   item and cumulative effect of
   changes in accounting principles     $ 129,188     $ (40,043)     $ 128,631     $  81,915     $ 120,722
Add:
Equity investment losses                    1,173           376         19,441        24,951        11,683
Minority interests in subsidiaries              -        (5,038)             -             1        (2,222)
   Income subtotal                        130,361       (44,705)       148,072       106,867       130,183

Add:
Taxes on income                            48,285       (35,914)        53,166         3,180        32,800
Kansas City earnings tax                      635           583            421           602           864
   Total taxes on income                   48,920       (35,331)        53,587         3,782        33,664

Interest on value of leased
   property                                 7,093        10,679         11,806         8,577         8,482
Interest on long-term debt                 67,551        84,995         60,956        51,327        57,012
Interest on short-term debt                 6,312         9,915         11,537         4,362           295
Mandatorily redeemable Preferred
   Securities                              12,450        12,450         12,450        12,450        12,450
Other interest expense
   and amortization                         3,760         5,188          2,927         3,573         4,457

   Total fixed charges                     97,166       123,227         99,676        80,289        82,696

Earnings before taxes on
   income and fixed charges               276,447        43,191        301,335       190,938       246,543

Ratio of earnings to fixed charges           2.85           (a)           3.02          2.38          2.98

(a) An $80.0 million deficiency in earnings caused the ratio of earnings to

Exhibit 23.1.b

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-97263 and 333-87190) and Form S-8 (File Nos. 33-45618 and 333-98781) of Great Plains Energy Incorporated of our report dated February 5, 2002, except with respect to Note 13, as to which the date is May 22, 2002, and except with respect to the to the 2001 and 2000 transitional disclosures relating to the adoption of Statement of Financial Accounting Standards No. 142 as described in Note 6, as to which the date is February 21, 2003, relating to the financial statements of Great Plain Energy Incorporated, which appears in this Form 10-K. We also hereby consent to the incorporation by reference in the above named registration statements of our report dated February 5, 2002 relating to the financial statement schedule of Great Plains Energy Incorporated, which also appears in this Form 10-K.

                                                  /s/PricewaterhouseCoopers LLP


                                                     PricewaterhouseCoopers LLP

Kansas City, Missouri
February 28, 2003

Exhibit 23.1.c

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 333-97263 on Form S-3, Amendment No. 1 to Registration Statement No. 333-87190 on Form S-3, Registration Statement No. 333-98781 on Form S-8 and Registration Statement No. 33-45618 on Form S-8 of Great Plains Energy Incorporated of our report dated February 27, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in accounting for goodwill and other intangible assets), appearing in this Annual Report on Form

/s/DELOITTE & TOUCHE LLP

Kansas City, Missouri
February 27, 2003

Exhibit 23.1.d

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos. 333-87190 and 333-97263 on Form S-3 of Great Plains Energy Incorporated and Registration Statement Nos. 333-98781 and 33-45618 of Great Plains Energy Incorporated on Form S-8 of our report dated January 30, 2002 (relating to the financial statements of DTI Holdings, Inc. and Subsidiaries (the "Company") not presented separately herein and which report expresses an unqualified opinion and includes explanatory paragraphs referring to the Company's filing for reorganization under Chapter 11 of the Federal Bankruptcy Code, substantial doubt about the Company's ability to continue as a going concern and an impairment charge recorded by the Company), appearing in the Annual Report on

/s/ DELOITTE & TOUCHE LLP

St. Louis, Missouri
February 27, 2003

In connection with the Annual Report on Form 10-K of Great Plains Energy Incorporated (the "Company") for the annual period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Bernard J. Beaudoin, as Chairman of the Board, President and Chief Executive Officer of the Company, and Andrea F. Bielsker, as Senior Vice President - Finance, Chief Financial Officer and Treasurer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge:

      (1)      The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

      (2)      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Bernard J. Beaudoin
Name: Bernard J. Beaudoin
Title: Chairman of the Board, President and Chief Executive Officer
Date: February 28, 2003

/s/Andrea F. Bielsker
Name: Andrea F. Bielsker
Title: Senior Vice President - Finance, Chief Financial Officer and Treasurer
Date: February 28, 2003

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.2.f

     THIS INSURANCE AGREEMENT , dated December 5, 2002, is entered into by and between XL CAPITAL ASSURANCE INC., a New York stock insurance company ( " XLCA "), KANSAS CITY POWER & LIGHT COMPANY, a corporation duly organized under the laws of the State of Missouri (the " Company "), and THE BANK OF NEW YORK, a New York banking corporation (the " Trustee ").

     WHEREAS , pursuant to an Equipment Sublease Agreement (the " Sublease "), dated as of December 1, 1993, between the Issuer and the Company, the Issuer leased the Project to the Company and the Company agreed to make subrental payments when due under the Indenture in accordance with the terms thereof (such terms heretofore undefined having the meanings given thereto in the Sublease); and

     WHEREAS , XLCA has issued financial guaranty insurance policies with respect to each series of the Bonds (collectively, the " Policy ") which insures the payment of principal of and interest on the Bonds from the date hereof on the terms specified therein; and

     WHEREAS, as a condition to the issuance of the Policy, XLCA requires that certain notices and other information be delivered from time to time by the Trustee and the Company and that certain rights be available to it in addition to those under the Indenture; and

     WHEREAS, the Company and the Trustee understand that XLCA expressly requires the delivery of this Agreement as part of the consideration for the delivery by XLCA of the Policy;

     NOW, THEREFORE , in consideration of the premises and of the agreements herein contained and of the execution and delivery of the Policy, the Company, the Trustee and XLCA agree as follows:

               SECTION 1.01.  Definitions . Except as otherwise expressly provided herein or unless the context otherwise requires, the terms which are capitalized herein shall have the meanings specified in Annex A hereto.

               SECTION 1.02   Premium . In consideration of XLCA agreeing to issue the Policy, the Company hereby agrees to pay to XLCA the Premium on the date of issuance of the Policy.

               SECTION 1.03.  Certain Other Expenses . The Company will pay all reasonable fees and disbursements of XLCA's and the Trustee's counsel related to any modification of this Agreement requested by the Company.

               SECTION 2.01.  Reimbursement Obligation .

     (a)  The Company agrees to reimburse XLCA, from any available funds, immediately and unconditionally upon demand for all amounts advanced by XLCA under the Policy. To the extent that any such payment due hereunder is not paid when due, interest shall accrue on such unpaid amounts at a rate equal to the Effective Interest Rate.

     (b)  The Company also agrees to reimburse XLCA immediately and unconditionally upon demand for all reasonable expenses incurred by XLCA in connection with the enforcement by XLCA of the Company's obligations under this Agreement, together with interest accruing at the Effective Interest Rate on any unpaid expenses from and including the date which is 30 days from the date a statement for such expenses is received by the Company to the date of payment. It is understood and agreed that the fees and expenses of any nationally recognized law firm shall be deemed reasonable for purposes of this paragraph.

      (a)      Indebtedness to Total Capitalization . The Company shall at all times cause the ratio of (i) Indebtedness of the Company and its Consolidated Subsidiaries to (ii) Total Capitalization to be less than or equal to 0.68 to 1.0.

     (b)      Issuance Test Covenant. The Company will not issue any additional First Mortgage Bonds without the consent of XLCA if at the time of the calculation after giving effect to such issuance:

Notwithstanding the foregoing, should the Company issue First Mortgage Bonds in excess of 50% of Total Indebtedness (such excess, "Excess First Mortgage Bonds" ) and should the long term rating assigned to First Mortgage Bonds subsequently be reduced by S&P or Moody's to or below A- (negative outlook) or (negative credit watch) or A3 (negative outlook) or (negative credit watch), respectively, the Company shall be under no obligation to replace its Excess First Mortgage Bonds with unsecured debt, but the consent of XLCA shall be required prior to the issuance of any additional First Mortgage Bonds.

               SECTION 2.03.  Unconditional Obligation . The obligations of the Company hereunder are absolute and unconditional and will be paid or performed strictly in accordance with this Agreement, irrespective of:

     (a)  any lack of validity or enforceability of, or any amendment or other modification of, or waiver with respect to the Bonds or any of the Bond Documents;

     (b)  any exchange, release or nonperfection of any security interest in property securing the Bonds or this Agreement or any obligations hereunder;

     (c)  any circumstances which might otherwise constitute a defense available to, or discharge of, the Company or the Issuer under the Bond Documents or otherwise with respect to the Bonds; and

     (d)  whether or not the Company's obligations under the Bond Documents, or the obligations represented by the Bonds, are contingent or matured, disputed or undisputed, liquidated or unliquidated.

               SECTION 3.01.  Events of Default . The following events shall constitute Events of Default hereunder:

     (a)  The Company shall fail to pay to XLCA any amount payable under Sections 1.02 and 2.01 hereof and such failure shall have continued for a period in excess of ten days (in the case of amounts payable under Sections 1.02 or 2.01(a) hereof) after receipt by the Company of written notice thereof or 60 days from the date a statement for such expenses is received by the Company (in the case of amounts payable under Section 2.01(b) hereof);

     (b)  The Company shall fail to observe the covenants identified in Section 2.02 hereof; provided, however, that no Event of Default shall be declared with respect to a failure to observe the covenant identified in Section 2.02(a) until the Company shall have had 30 days to correct said default or caused said default to be corrected within such period.

     (c)  Any material representation or warranty made by the Company hereunder or any material statement in the application for the Policy or any material report, certificate, financial statement or other instrument provided in connection with the Policy or herewith shall have been materially false at the time when made;

     (d)  Except as otherwise provided in this Section 3.01, the Company shall fail to perform any of its other obligations hereunder, provided that such failure continues for more than thirty (30) days after receipt by the Company of written notice of such failure to perform;

     (e)  The Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, paying agent, custodian, sequestrator or similar official for the Company or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take action for the purpose of effecting any of the foregoing; or

     (f)  An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company, or of a substantial part of its property, under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law or (ii) the appointment of a receiver, paying agent, custodian, sequestrator or similar official for the Company or for a substantial part of its property; and such proceeding or petition shall continue undismissed for ninety (90) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for ninety (90) days.

               SECTION 3.02.  Remedies . If an Event of Default shall occur and be continuing, then XLCA may take whatever action at law or in equity may appear necessary or desirable, including, without limitation, legal action for the specific performance of any covenant made by the Company to collect the amounts then due and thereafter to become due under this Agreement, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement. All rights and remedies of XLCA under this Section 3.02 are cumulative and the exercise of any one remedy does not preclude the exercise of one or more other remedies available under this Agreement or now or hereafter existing at law or in equity.

               SECTION 4.01.  Certain Rights of XLCA . While the Policy is in effect:

     (a)  the Company shall furnish to XLCA (to the attention of the Surveillance Department) as soon as practicable after the filing thereof, a copy of the 10-Ks and 10-Qs of the Company and a copy of any audited financial statements and annual reports of the Company; provided that the statements and reports (other than annual reports) required to be furnished by the Company pursuant to this clause shall be deemed furnished for such purpose upon becoming publicly available on the SEC's EDGAR web page;

     (b)  the Company will permit XLCA to discuss the affairs, finances and accounts of the Company with appropriate officers of the Company;

     (c)  the Trustee or the Company, as appropriate, shall furnish to XLCA (to the attention of the Surveillance Department) a copy of any notice to be given to the registered owners of the Bonds, including, without limitation, notice of any redemption of or defeasance of Bonds, and any certificate rendered pursuant to the Bond Documents relating to the security for the Bonds;

     (d)  the Trustee or the Company, as appropriate, shall notify XLCA (to the attention of the General Counsel Office) of any failure of the Company to provide relevant notices, certificates or other documents or information as required under the Bond Documents;

     (e)  at the written request of XLCA due to any material breach by the Trustee of the trust and responsibilities set forth in the Indenture, which breach is not cured by the Trustee within ten (10) Business Days of written notice of such breach from XLCA to the Trustee, the Trustee (subject to subsection (g) below) shall resign from its responsibilities under the Indenture; and

     (f)  XLCA shall receive prior written notice of any Trustee resignation and, notwithstanding any provision of the Indenture, no removal, resignation or termination of the Trustee, or any part of its responsibilities under the Indenture, shall take effect until a successor, acceptable to XLCA, shall be appointed and such successor shall have executed a document satisfactory to XLCA assenting to the obligations of the Trustee set forth herein. In the event that a successor Trustee cannot be identified within 60 days from the date the Trustee notifies the XLCA and the Company of its resignation, the Trustee will have the right to petition a court of competent jurisdiction for the appointment of a successor Trustee.

     (a)  The Company shall indemnify and hold XLCA harmless against any loss, fees, costs, liability or expense incurred without gross negligence or willful misconduct on the part of XLCA arising out of or in connection with the delivery of the Policy and its performance thereunder, including the costs and expenses of defense against any such claim of liability. The indemnification set forth herein shall survive the cancellation or expiration of the Policy and/or removal of XLCA.

     (b)  The Company shall indemnify and hold the Trustee harmless against any loss, fees, costs, liability or expense incurred without gross negligence or willful misconduct on the part of the Trustee arising out of or in connection with this Agreement, including the costs and expenses of defense against any such claim of liability. The indemnification set forth herein shall survive the cancellation or expiration of the Policy, the termination of this Agreement or the resignation or removal of the Trustee under the Indenture.

               SECTION 4.03.  Parties Interested Herein . Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Company, the Trustee and XLCA, any right, remedy or claim under or by reason of this Agreement or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Agreement contained by and on behalf of the Company and XLCA shall be for the sole and exclusive benefit of the Company, the Trustee and XLCA.

               SECTION 4.04.  Amendment and Waiver . Any provision of this Agreement may be amended, waived, supplemented, discharged or terminated only with the prior written consent of the Company, the Trustee and XLCA. The Company hereby agrees that upon the written request of the Company, XLCA may make or consent to issue any substitute for the Policy to cure any ambiguity or formal defect or omission in the Policy which does not materially change the terms of the Policy nor adversely affect the rights of the owners of the Bonds, and this Agreement shall apply to such substituted Policy. XLCA shall deliver the original of such substituted Policy to the Trustee and agrees to deliver to the Company and to the company or companies, if any, rating the Bonds, a copy of such substituted Policy.

               SECTION 4.05.  Successors and Assigns; Descriptive Headings .

     (a)  This Agreement shall bind, and the benefits thereof shall inure to, the Company, the Trustee and XLCA and their respective successors and assigns; provided, that neither party hereto may transfer or assign any or all of its rights and obligations hereunder without the prior written consent of the other party hereto, which shall not be refused unreasonably. Notwithstanding the foregoing provisions of this Section 5.05(a), XLCA shall have the right the reinsure any portion of its exposure under the Policy to third party reinsurers.

     (b)  The descriptive headings of the various provisions of this Agreement are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

               SECTION 4.06.  Counterparts . This Agreement may be executed in any number of copies and by the different parties hereto on the same or separate counterparts, each of which fully-executed counterparts shall be deemed to be an original instrument, and all of which shall constitute but one and the same instrument. Complete counterparts of this Agreement shall be lodged with the Company, the Trustee and XLCA.

               SECTION 4.07.  Term . This Agreement shall expire upon the earlier of (i) the expiration, or cancellation by the Company, of the Policy in accordance with the terms thereof, or (ii) the repayment in full to XLCA and the Trustee of any amounts due and owing to them by the Company under this Agreement or the Policy. The Company may cancel the Policy at any time provided that the Premium shall not be refundable for any reason.

               SECTION 4.08.  Exercise of Rights . No failure or delay on the part of XLCA to exercise any right, power or privilege under this Agreement and no course of dealing between XLCA and the Company or any other party shall operate as a waiver of any such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which XLCA would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of the other party to any other or further action in any circumstances without notice or demand.

               SECTION 4.09.  Waiver . The Company waives any defense that this Agreement was executed subsequent to the date of the Commitment, admitting and covenanting that such Commitment was delivered pursuant to the Company's request and in reliance on the Company's promise to execute this Agreement.

               SECTION 4.10.  Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings of the parties hereto with respect to the subject matter hereof, including but not limited to the Commitment.

               SECTION 4.11.  Notices . All written notices to or upon the respective parties hereto shall be deemed to have been given or made when actually received, or in the case of telecopier machine owned or operated by a party hereto, when sent and confirmed in writing by such machine as having been received, addressed as specified below or at such other address as any of the parties hereto may from time to time specify in writing to the other:

               SECTION 4.12.  Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.

     (a)     All of the rights, privileges, protections and immunities afforded the Trustee under the Bond Documents are hereby incorporated herein as if set forth herein in full.

     (b)     The recitals contained herein shall be taken as the statements of the Company and XLCA, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Agreement or the Policy.

     IN WITNESS WHEREOF , each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

KANSAS CITY POWER & LIGHT COMPANY

By: /s/ Andrea F. Bielsker
Name:  Andrea F. Bielsker
Title:  Senior Vice President - Finance,
         Chief Financial Officer and Treasurer

THE BANK OF NEW YORK, as Trustee

By: /s/ Tae-Ho Chang
Name:  (Alex) Tae-Ho Change
Title:  Assistant Vice President

XL CAPITAL ASSURANCE INC.

By: /s/ Philip P. Henson
Name:  Philip P. Henson
Title:  Managing Director

ANNEX A

DEFINITIONS

     For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, all capitalized terms shall have the meaning as set out below.

                                                                                                  Exhibit 12.2

                                      KANSAS CITY POWER & LIGHT COMPANY

                              COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                            2002        2001            2000          1999          1998
                                                                    (Thousands)
Income before extraordinary item
   and cumulative effect of changes
   in accounting principle               $  98,699     $ 103,819      $ 128,631     $  81,915     $ 120,722
Add:
Equity investment losses                         -           501         19,441        24,951        11,683
Minority interests in subsidiaries               -        (5,038)             -             1        (2,222)
   Income subtotal                          98,699        99,282        148,072       106,867       130,183

Add:
Taxes on income                             62,867        30,288         53,166         3,180        32,800
Kansas City earnings tax                       635           583            421           602           864
   Total taxes on income                    63,502        30,871         53,587         3,782        33,664

Interest on value of leased
   property                                  7,093        10,679         11,806         8,577         8,482
Interest on long-term debt                  65,559        80,329         60,956        51,327        57,012
Interest on short-term debt                  1,218         8,883         11,537         4,362           295
Mandatorily redeemable Preferred
   Securities                               12,450        12,450         12,450        12,450        12,450
Other interest expense
   and amortization                          3,772         5,188          2,927         3,573         4,457

   Total fixed charges                      90,092       117,529         99,676        80,289        82,696

Earnings before taxes on


   income and fixed charges                252,293       247,682        301,335       190,938       246,543



Ratio of earnings to fixed charges            2.80          2.11           3.02          2.38          2.98

Exhibit 23.2.b

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-18139) of Kansas City Power & Light Company (a wholly-owned subsidiary of Great Plains Energy Incorporated) of our report dated February 5, 2002, except with respect to Note 13, as to which the date is May 22, 2002, and except with respect to the to the 2001 transitional disclosures relating to the adoption of Statement of Financial Accounting Standards No. 142 as described in Note 6, as to which the date is February 21, 2003, relating to the financial statements of Kansas City Power & Light Company, which appears in this Form 10-K. We also hereby consent to the incorporation by reference in the above named registration statements of our report dated February 5, 2002 relating to the financial statement schedule of Kansas City Power & Light Company, which also appears in this Form 10-K.

                                                  /s/PricewaterhouseCoopers LLP


                                                     PricewaterhouseCoopers LLP

Kansas City, Missouri
February 28, 2003

Exhibit 23.2.c

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 333-18139 on Form S-3 of Kansas City Power and Light Company of our report dated February 27, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in accounting for goodwill and other

/s/DELOITTE & TOUCHE LLP

Kansas City, Missouri
February 27, 2003

Exhibit 23.2.d

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 333-18139 on Form S-3 of Kansas City Power & Light Company of our report dated January 30, 2002 (relating to the financial statements of DTI Holdings, Inc. and Subsidiaries (the "Company") not presented separately herein and which report expresses an unqualified opinion and includes explanatory paragraphs referring to the Company's filing for reorganization under Chapter 11 of the Federal Bankruptcy Code, substantial doubt about the Company's ability to continue as a going concern and an impairment charge recorded by the Company), appearing in

/s/ DELOITTE & TOUCHE LLP

St. Louis, Missouri
February 27, 2003