KANSAS CITY POWER & LIGHT CO (Form: 10-Q, Received: 08/04/2006 13:04:56)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _______ to _______

	Exact name of registrant as specified in its charter,
Commission	state of incorporation, address of principal	I.R.S. Employer
File Number	executive offices and telephone number	Identification Number

001-32206	GREAT PLAINS ENERGY INCORPORATED	43-1916803
	(A Missouri Corporation)
	1201 Walnut Street
	Kansas City, Missouri 64106
	(816) 556-2200
	www.greatplainsenergy.com

000-51873	KANSAS CITY POWER & LIGHT COMPANY	44-0308720
	(A Missouri Corporation)
	1201 Walnut Street
	Kansas City, Missouri 64106
	(816) 556-2200
	www.kcpl.com

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to

file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Great Plains Energy Incorporated

Yes

Kansas City Power & Light Company

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See

definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Great Plains Energy Incorporated

Large accelerated filer

Accelerated filer

Non-accelerated filer

Kansas City Power & Light Company

Large accelerated filer

Accelerated filer

Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Great Plains Energy Incorporated

Yes

Kansas City Power & Light Company

Yes

On August 1, 2006, Great Plains Energy Incorporated had 80,238,266 shares of common stock outstanding.

On August 1, 2006, Kansas City Power & Light Company had one share of common stock outstanding, which was held by

Great Plains Energy Incorporated.

Great Plains Energy Incorporated and Kansas City Power & Light Company (KCP&L) separately file this combined Quarterly Report on Form 10-Q. Information contained herein relating to an individual registrant and its subsidiaries is filed by such registrant on its own behalf. Each registrant makes representations only as to information relating to itself and its subsidiaries.

In March 2006, KCP&L filed a registration statement to register its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (Exchange Act). This registration statement became effective in April 2006 and KCP&L is now required to file reports, including quarterly reports on Form 10-Q, under Section 13(a) of the Exchange Act.

This report should be read in its entirety. No one section of the report deals with all aspects of the subject matter. It should be read in conjunction with the consolidated financial statements and related notes and with the management’s discussion and analysis included in the companies’ 2005 Form 10-K.

CAUTIONARY STATEMENTS REGARDING CERTAIN FORWARD-LOOKING INFORMATION

Statements made in this report that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements regarding projected delivered volumes and margins, the outcome of regulatory proceedings, cost estimates of the comprehensive energy plan and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the registrants are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in the regional, national and international markets, including but not limited to regional and national wholesale electricity markets; market perception of the energy industry and Great Plains Energy; changes in business strategy, operations or development plans; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates KCP&L can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and in availability and cost of capital and the effects on pension plan assets and costs; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts; increased competition including, but not limited to, retail choice in the electric utility industry and the entry of new competitors; ability to carry out marketing and sales plans; weather conditions including weather-related damage; cost, availability, quality and deliverability of fuel; ability to achieve generation planning goals and the occurrence and duration of unplanned generation outages; delays in the anticipated in-service dates and cost increases of additional generating capacity; nuclear operations; ability to enter new markets successfully and capitalize on growth opportunities in non-regulated businesses and the effects of competition; application of critical accounting policies, including, but not limited to, those related to derivatives and pension liabilities; workforce risks including compensation and benefits costs; performance of projects undertaken by non-regulated businesses and the success of efforts to invest in and develop new opportunities and other risks and uncertainties.

This list of factors is not all-inclusive because it is not possible to predict all factors. Part II Item 1A. Risk Factors included in this report should be carefully read for further understanding of potential risks to the companies. Other sections of this report and other periodic reports filed by the companies with the Securities and Exchange Commission (SEC) should also be read for more information regarding risk factors.

GLOSSARY OF TERMS

The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report.

Abbreviation or Acronym		Definition

BART		Best available retrofit technology
CAIR		Clean Air Interstate Rule
CAMR		Clean Air Mercury Rule
CO ₂		Carbon Dioxide
Company		Great Plains Energy Incorporated and its subsidiaries
Consolidated KCP&L		KCP&L and its wholly owned subsidiaries
Digital Teleport		Digital Teleport, Inc.
DOE		Department of Energy
DTI		DTI Holdings, Inc. and its subsidiaries, Digital Teleport, Inc. and Digital Teleport of Virginia, Inc.
EBITDA		Earnings before interest, income taxes, depreciation and amortization
EEI		Edison Electric Institute
EIRR		Environmental Improvement Revenue Refunding
EPA		Environmental Protection Agency
EPS		Earnings per common share
FASB		Financial Accounting Standards Board
FELINE PRIDES ^SM		Flexible Equity Linked Preferred Increased Dividend Equity Securities,
		a service mark of Merrill Lynch & Co., Inc.
FERC		The Federal Energy Regulatory Commission
FIN		Financial Accounting Standards Board Interpretation
FSS		Forward Starting Swap
Great Plains Energy		Great Plains Energy Incorporated and its subsidiaries
HSS		Home Service Solutions Inc., a wholly owned subsidiary of KCP&L
IEC		Innovative Energy Consultants Inc., a wholly owned subsidiary of Great Plains Energy
ISO		Independent System Operator
KCC		The State Corporation Commission of the State of Kansas
KCP&L		Kansas City Power & Light Company, a wholly owned subsidiary of Great Plains Energy
KLT Gas		KLT Gas Inc., a wholly owned subsidiary of KLT Inc.
KLT Inc.		KLT Inc., a wholly owned subsidiary of Great Plains Energy
KLT Investments		KLT Investments Inc., a wholly owned subsidiary of KLT Inc.
KLT Telecom		KLT Telecom Inc., a wholly owned subsidiary of KLT Inc.
KW		Kilowatt
kWh		Kilowatt hour
MAC		Material Adverse Change
MD&A		Management’s Discussion and Analysis of Financial Condition and
		Results of Operations
MISO		Midwest Independent Transmission System Operator, Inc.
MPSC		Public Service Commission of the State of Missouri
MW		Megawatt

Abbreviation or Acronym		Definition

MWh		Megawatt hour
NEIL		Nuclear Electric Insurance Limited
NO _x		Nitrogen Oxide
NPNS		Normal Purchases and Normal Sales
NRC		Nuclear Regulatory Commission
OCI		Other Comprehensive Income
PJM		PJM Interconnection
PRB		Powder River Basin
Receivables Company		Kansas City Power & Light Receivables Company, a wholly owned subsidiary of KCP&L
RTO		Regional Transmission Organization
SEC		Securities and Exchange Commission
SECA		Seams Elimination Charge Adjustment
SE Holdings		SE Holdings, L.L.C.
Services		Great Plains Energy Services Incorporated
SFAS		Statement of Financial Accounting Standards
SIP		State Implementation Plan
SO ₂		Sulfur Dioxide
SPP		Southwest Power Pool, Inc.
STB		Surface Transportation Board
Strategic Energy		Strategic Energy, L.L.C., a subsidiary of KLT Energy Services
T - Locks		Treasury Locks
Union Pacific		Union Pacific Railroad Company
WCNOC		Wolf Creek Nuclear Operating Corporation
Wolf Creek		Wolf Creek Generating Station
Worry Free		Worry Free Service, Inc., a wholly owned subsidiary of HSS

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

GREAT PLAINS ENERGY
Consolidated Balance Sheets
(Unaudited)

	June 30		December 31
	2006		2005
ASSETS	(thousands)
Current Assets
Cash and cash equivalents	$	96,176	$	103,068
Restricted cash		-		1,900
Receivables, net		290,330		259,043
Fuel inventories, at average cost		29,912		17,073
Materials and supplies, at average cost		58,193		57,017
Deferred income taxes		31,469		-
Assets of discontinued operations		-		627
Derivative instruments		14,944		39,189
Other		18,184		13,001
Total		539,208		490,918
Nonutility Property and Investments
Affordable housing limited partnerships		25,440		28,214
Nuclear decommissioning trust fund		94,991		91,802
Other		16,284		17,291
Total		136,715		137,307
Utility Plant, at Original Cost
Electric		5,049,618		4,959,539
Less-accumulated depreciation		2,392,022		2,322,813
Net utility plant in service		2,657,596		2,636,726
Construction work in progress		219,646		100,952
Nuclear fuel, net of amortization of $123,062 and $115,240		41,355		27,966
Total		2,918,597		2,765,644
Deferred Charges and Other Assets
Regulatory assets		205,195		179,922
Prepaid pension costs		83,514		98,295
Goodwill		88,139		87,624
Derivative instruments		4,281		21,812
Other		45,526		52,204
Total		426,655		439,857
Total	$	4,021,175	$	3,833,726

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

GREAT PLAINS ENERGY
Consolidated Balance Sheets
(Unaudited)

	June 30			December 31
	2006			2005
LIABILITIES AND CAPITALIZATION	(thousands)
Current Liabilities
Notes payable	$	-		$	6,000
Commercial paper		82,400			31,900
Current maturities of long-term debt		389,902			1,675
Accounts payable		215,926			231,496
Accrued taxes		61,458			37,140
Accrued interest		13,680			13,329
Accrued payroll and vacations		29,385			36,024
Accrued refueling outage costs		14,996			8,974
Deferred income taxes		-			1,351
Supplier collateral		-			1,900
Liabilities of discontinued operations		-			64
Derivative instruments		50,067			7,411
Other		24,601			25,658
Total		882,415			402,922
Deferred Credits and Other Liabilities
Deferred income taxes		608,070			621,359
Deferred investment tax credits		28,175			29,698
Asset retirement obligations		153,697			145,907
Pension liability		89,667			87,355
Regulatory liabilities		73,899			69,641
Derivative instruments		27,127			7,750
Other		63,602			65,787
Total		1,044,237			1,027,497
Capitalization
Common shareholders' equity
Common stock-150,000,000 shares authorized without par value
80,267,216 and 74,783,824 shares issued, stated value		890,425			744,457
Retained earnings		458,291			488,001
Treasury stock-45,680 and 43,376 shares, at cost		(1,367	)		(1,304	)
Accumulated other comprehensive loss		(43,020	)		(7,727	)
Total		1,304,329			1,223,427
Cumulative preferred stock $100 par value
3.80% - 100,000 shares issued		10,000			10,000
4.50% - 100,000 shares issued		10,000			10,000
4.20% - 70,000 shares issued		7,000			7,000
4.35% - 120,000 shares issued		12,000			12,000
Total		39,000			39,000
Long-term debt (Note 8)		751,194			1,140,880
Total		2,094,523			2,403,307
Commitments and Contingencies (Note 13)
Total	$	4,021,175		$	3,833,726

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

GREAT PLAINS ENERGY
Consolidated Statements of Income
(Unaudited)

	Three Months Ended						Year to Date
	June 30						June 30
	2006			2005			2006			2005
Operating Revenues	(thousands, except per share amounts)
Electric revenues - KCP&L	$	290,891		$	272,083		$	531,281		$	505,298
Electric revenues - Strategic Energy		350,506			359,172			668,518			670,488
Other revenues		707			466			1,490			1,049
Total		642,104			631,721			1,201,289			1,176,835
Operating Expenses
Fuel		56,197			44,803			103,597			86,293
Purchased power - KCP&L		8,570			16,797			13,687			28,287
Purchased power - Strategic Energy		329,347			338,836			655,105			616,702
Skill set realignment costs (Note 9)		5,123			-			14,516			-
Other		79,650			84,375			155,885			164,270
Maintenance		24,899			20,552			47,489			49,910
Depreciation and amortization		39,250			38,241			78,196			76,103
General taxes		27,764			26,566			55,408			52,422
Gain on property		(696	)		(994	)		(597	)		(1,513	)
Total		570,104			569,176			1,123,286			1,072,474
Operating income		72,000			62,545			78,003			104,361
Non-operating income		3,904			9,847			6,889			11,771
Non-operating expenses		(1,311	)		(9,657	)		(3,452	)		(10,972	)
Interest charges		(17,816	)		(18,386	)		(35,139	)		(35,873	)
Income from continuing operations before income
taxes, minority interest in subsidiaries and loss
from equity investments		56,777			44,349			46,301			69,287
Income taxes		(18,831	)		(9,805	)		(10,201	)		(15,096	)
Minority interest in subsidiaries		-			(8,693	)		-			(7,805	)
Loss from equity investments, net of income taxes		(289	)		(344	)		(579	)		(689	)
Income from continuing operations		37,657			25,507			35,521			45,697
Discontinued operations, net of income taxes (Note 11)		-			(3,606	)		-			(3,606	)
Net income		37,657			21,901			35,521			42,091
Preferred stock dividend requirements		412			412			823			823
Earnings available for common shareholders	$	37,245		$	21,489		$	34,698		$	41,268

Average number of common shares outstanding		76,997			74,592			75,834			74,515

Basic and diluted earnings (loss) per common share
Continuing operations	$	0.48		$	0.34		$	0.46		$	0.60
Discontinued operations		-			(0.05	)		-			(0.05	)
Basic and diluted earnings per common share	$	0.48		$	0.29		$	0.46		$	0.55

Cash dividends per common share	$	0.415		$	0.415		$	0.83		$	0.83

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

GREAT PLAINS ENERGY
Consolidated Statements of Cash Flows
(Unaudited)
				Revised
Year to Date June 30	2006			2005
Cash Flows from Operating Activities	(thousands)
Net income	$	35,521		$	42,091
Adjustments to reconcile income to net cash from operating activities:
Depreciation and amortization		78,196			76,103
Amortization of:
Nuclear fuel		7,822			5,418
Other		4,666			5,374
Deferred income taxes, net		(16,804	)		4,682
Investment tax credit amortization		(1,523	)		(1,944	)
Loss from equity investments, net of income taxes		579			689
Gain on property		(597	)		(1,611	)
Minority interest in subsidiaries		-			7,805
Fair value impacts from energy contracts		37,925			(7,785	)
Other operating activities (Note 4)		(33,419	)		(68,013	)
Net cash from operating activities		112,366			62,809
Cash Flows from Investing Activities
Utility capital expenditures		(229,910	)		(224,496	)
Allowance for borrowed funds used during construction		(2,549	)		(767	)
Purchases of investments		(700	)		(14,976	)
Purchases of nonutility property		(2,805	)		(2,886	)
Proceeds from sale of assets and investments		206			15,739
Purchases of nuclear decommissioning trust investments		(26,387	)		(16,197	)
Proceeds from nuclear decommissioning trust investments		24,574			14,421
Hawthorn No. 5 partial insurance recovery		-			10,000
Other investing activities		(818	)		(2,269	)
Net cash from investing activities		(238,389	)		(221,431	)
Cash Flows from Financing Activities
Issuance of common stock		149,363			5,724
Issuance fees		(5,728	)		(8	)
Repayment of long-term debt		(872	)		(2,495	)
Net change in short-term borrowings		44,500			169,775
Dividends paid		(65,197	)		(62,677	)
Other financing activities		(2,935	)		(2,820	)
Net cash from financing activities		119,131			107,499
Net Change in Cash and Cash Equivalents		(6,892	)		(51,123	)
Less: Net Change in Cash and Cash Equivalents from
Discontinued Operations		-			(537	)
Cash and Cash Equivalents at Beginning of Year		103,068			127,129
Cash and Cash Equivalents at End of Period	$	96,176		$	76,543

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

GREAT PLAINS ENERGY
Consolidated Statements of Common Shareholders' Equity
(Unaudited)

Year to Date June 30	2006						2005
	Shares			Amount			Shares			Amount
Common Stock	(thousands, except share amounts)
Beginning balance		74,783,824		$	744,457			74,394,423		$	731,977
Issuance of common stock		5,436,566			149,363			200,848			6,007
Issuance of restricted common stock		46,826			1,320			76,375			2,334
Common stock issuance fees					(5,190	)					-
Equity compensation expense					1,103						879
Unearned Compensation
Issuance of restricted common stock					(1,355	)					(2,334	)
Forfeiture of restricted common stock					56						106
Compensation expense recognized					640						731
Other					31						(174	)
Ending balance		80,267,216			890,425			74,671,646			739,526
Retained Earnings
Beginning balance					488,001						451,491
Net income					35,521						42,091
Dividends:
Common stock					(64,326	)					(61,854	)
Preferred stock - at required rates					(823	)					(823	)
Performance shares					(82	)					-
Ending balance					458,291						430,905
Treasury Stock
Beginning balance		(43,376	)		(1,304	)		(28,488	)		(856	)
Treasury shares acquired		(3,519	)		(99	)		(3,596	)		(109	)
Treasury shares reissued		1,215			36			-			-
Ending balance		(45,680	)		(1,367	)		(32,084	)		(965	)
Accumulated Other Comprehensive Loss
Beginning balance					(7,727	)					(41,018	)
Derivative hedging activity, net of tax					(35,293	)					7,347
Minimum pension obligation, net of tax					-						(37	)
Ending balance					(43,020	)					(33,708	)
Total Common Shareholders' Equity				$	1,304,329					$	1,135,758

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

GREAT PLAINS ENERGY
Consolidated Statements of Comprehensive Income
(Unaudited)

	Three Months Ended						Year to Date
	June 30						June 30
	2006			2005			2006			2005
	(thousands)
Net income	$	37,657		$	21,901		$	35,521		$	42,091
Other comprehensive income
Gain (loss) on derivative hedging instruments		(36,461	)		367			(77,164	)		19,223
Income taxes		15,052			(324	)		32,335			(8,371	)
Net gain (loss) on derivative hedging instruments		(21,409	)		43			(44,829	)		10,852
Reclassification to expenses, net of tax		4,314			(1,420	)		9,536			(3,505	)
Derivative hedging activity, net of tax		(17,095	)		(1,377	)		(35,293	)		7,347
Change in minimum pension obligation		-			-			-			(60	)
Income taxes		-			-			-			23
Net change in minimum pension obligation		-			-			-			(37	)
Comprehensive income	$	20,562		$	20,524		$	228		$	49,401

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)

	June 30		December 31
	2006		2005
ASSETS	(thousands)
Current Assets
Cash and cash equivalents	$	3,854	$	2,961
Receivables, net		97,777		70,264
Fuel inventories, at average cost		29,912		17,073
Materials and supplies, at average cost		58,193		57,017
Deferred income taxes		12,635		8,944
Prepaid expenses		12,721		11,292
Derivative instruments		8,787		-
Total		223,879		167,551
Nonutility Property and Investments
Nuclear decommissioning trust fund		94,991		91,802
Other		6,825		7,694
Total		101,816		99,496
Utility Plant, at Original Cost
Electric		5,049,618		4,959,539
Less-accumulated depreciation		2,392,022		2,322,813
Net utility plant in service		2,657,596		2,636,726
Construction work in progress		219,646		100,952
Nuclear fuel, net of amortization of $123,062 and $115,240		41,355		27,966
Total		2,918,597		2,765,644
Deferred Charges and Other Assets
Regulatory assets		205,195		179,922
Prepaid pension costs		83,514		98,002
Other		29,023		27,905
Total		317,732		305,829
Total	$	3,562,024	$	3,338,520

The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)

	June 30			December 31
	2006			2005
LIABILITIES AND CAPITALIZATION	(thousands)
Current Liabilities
Notes payable to Great Plains Energy	$	500		$	500
Commercial paper		82,400			31,900
Current maturities of long-term debt		225,500			-
Accounts payable		93,052			106,040
Accrued taxes		57,817			27,448
Accrued interest		11,872			11,549
Accrued payroll and vacations		24,866			27,520
Accrued refueling outage costs		14,996			8,974
Derivative instruments		3,494			-
Other		8,313			8,600
Total		522,810			222,531
Deferred Credits and Other Liabilities
Deferred income taxes		628,929			627,048
Deferred investment tax credits		28,175			29,698
Asset retirement obligations		153,697			145,907
Pension liability		86,228			85,301
Regulatory liabilities		73,899			69,641
Derivative instruments		3,267			2,601
Other		42,109			38,387
Total		1,016,304			998,583
Capitalization
Common shareholder's equity
Common stock-1,000 shares authorized without par value
1 share issued, stated value		1,021,656			887,041
Retained earnings		277,646			283,850
Accumulated other comprehensive loss		(26,731	)		(29,909	)
Total		1,272,571			1,140,982
Long-term debt (Note 8)		750,339			976,424
Total		2,022,910			2,117,406
Commitments and Contingencies (Note 13)
Total	$	3,562,024		$	3,338,520

The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Income
(Unaudited)

	Three Months Ended						Year to Date
	June 30						June 30
	2006			2005			2006			2005
Operating Revenues	(thousands)
Electric revenues	$	290,891		$	272,083		$	531,281		$	505,298
Other revenues		-			-			-			113
Total		290,891			272,083			531,281			505,411
Operating Expenses
Fuel		56,197			44,803			103,597			86,293
Purchased power		8,570			16,797			13,687			28,287
Skill set realignment costs (Note 9)		4,937			-			14,230			-
Other		64,808			68,863			127,366			134,826
Maintenance		24,900			20,540			47,478			49,886
Depreciation and amortization		37,346			36,665			74,346			73,060
General taxes		26,875			25,454			53,164			50,009
(Gain) loss on property		(695	)		3			(598	)		(513	)
Total		222,938			213,125			433,270			421,848
Operating income		67,953			58,958			98,011			83,563
Non-operating income		2,822			9,346			4,535			10,843
Non-operating expenses		(1,235	)		(627	)		(2,292	)		(1,780	)
Interest charges		(15,046	)		(15,482	)		(29,904	)		(30,101	)
Income before income taxes and
minority interest in subsidiaries		54,494			52,195			70,350			62,525
Income taxes		(18,680	)		(14,466	)		(22,553	)		(15,431	)
Minority interest in subsidiaries		-			(8,693	)		-			(7,805	)
Net income	$	35,814		$	29,036		$	47,797		$	39,289

The disclosures regarding consolidated KCP&L included in the accompanying Notes to Consolidated
Financial Statements are an integral part of these statements.

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Cash Flows
(Unaudited)

Year to Date June 30	2006			2005
Cash Flows from Operating Activities	(thousands)
Net income	$	47,797		$	39,289
Adjustments to reconcile income to net cash from operating activities:
Depreciation and amortization		74,346			73,060
Amortization of:
Nuclear fuel		7,822			5,418
Other		3,302			3,900
Deferred income taxes, net		(2,159	)		(3,334	)
Investment tax credit amortization		(1,523	)		(1,944	)
Gain on property		(598	)		(513	)
Minority interest in subsidiaries		-			7,805
Other operating activities (Note 4)		(23,813	)		(65,568	)
Net cash from operating activities		105,174			58,113
Cash Flows from Investing Activities
Utility capital expenditures		(229,910	)		(226,247	)
Allowance for borrowed funds used during construction		(2,549	)		(767	)
Purchases of nonutility property		(42	)		(117	)
Proceeds from sale of assets		206			173
Purchases of nuclear decommissioning trust investments		(26,387	)		(16,197	)
Proceeds from nuclear decommissioning trust investments		24,574			14,421
Hawthorn No. 5 partial insurance recovery		-			10,000
Other investing activities		(818	)		(2,739	)
Net cash from investing activities		(234,926	)		(221,473	)
Cash Flows from Financing Activities
Net change in short-term borrowings		50,500			174,100
Dividends paid to Great Plains Energy		(54,001	)		(61,700	)
Equity contribution from Great Plains Energy		134,615			-
Issuance fees		(469	)		(8	)
Net cash from financing activities		130,645			112,392
Net Change in Cash and Cash Equivalents		893			(50,968	)
Cash and Cash Equivalents at Beginning of Year		2,961			51,619
Cash and Cash Equivalents at End of Period	$	3,854		$	651

The disclosures regarding consolidated KCP&L included in the accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Common Shareholder's Equity
(Unaudited)

Year to Date June 30	2006					2005
	Shares		Amount			Shares		Amount
Common Stock	(thousands, except share amounts)
Beginning balance		1	$	887,041			1	$	887,041
Equity contribution from Great Plains Energy		-		134,615			-		-
Ending balance		1		1,021,656			1		887,041
Retained Earnings
Beginning balance				283,850					252,893
Net income				47,797					39,289
Dividends:
Common stock held by Great Plains Energy				(54,001	)				(61,700	)
Ending balance				277,646					230,482
Accumulated Other Comprehensive Loss
Beginning balance				(29,909	)				(40,334	)
Derivative hedging activity, net of tax				3,178					(1,414	)
Minimum pension obligation, net of tax				-					(37	)
Ending balance				(26,731	)				(41,785	)
Total Common Shareholder's Equity			$	1,272,571				$	1,075,738

The disclosures regarding consolidated KCP&L included in the accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Comprehensive Income
(Unaudited)

	Three Months Ended						Year to Date
	June 30						June 30
	2006			2005			2006			2005
	(thousands)
Net income	$	35,814		$	29,036		$	47,797		$	39,289
Other comprehensive income
Gain (loss) on derivative hedging instruments		1,894			(3,589	)		5,293			(2,291	)
Income taxes		(712	)		1,378			(1,990	)		880
Net gain on derivative hedging instruments		1,182			(2,211	)		3,303			(1,411	)
Reclassification to expenses, net of tax		(63	)		(3	)		(125	)		(3	)
Derivative hedging activity, net of tax		1,119			(2,214	)		3,178			(1,414	)
Change in minimum pension obligation		-			-			-			(60	)
Income taxes		-			-			-			23
Net change in minimum pension obligation		-			-			-			(37	)
Comprehensive income	$	36,933		$	26,822		$	50,975		$	37,838

The disclosures regarding consolidated KCP&L included in the accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.

GREAT PLAINS ENERGY INCORPORATED

KANSAS CITY POWER & LIGHT COMPANY

Notes to Unaudited Consolidated Financial Statements

The notes to unaudited consolidated financial statements that follow are a combined presentation for Great Plains Energy Incorporated and Kansas City Power & Light Company, both registrants under this filing. The terms “Great Plains Energy,” “Company,” “KCP&L” and “consolidated KCP&L” are used throughout this report. “Great Plains Energy” and the “Company” refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated. “KCP&L” refers to Kansas City Power & Light Company, and “consolidated KCP&L” refers to KCP&L and its consolidated subsidiaries.

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Great Plains Energy, a Missouri corporation incorporated in 2001, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energy has four direct subsidiaries with operations or active subsidiaries:

KCP&L is an integrated, regulated electric utility that provides electricity to customers primarily in the states of Missouri and Kansas. KCP&L has two wholly owned subsidiaries, Kansas City Power & Light Receivables Company (Receivables Company) and Home Service Solutions Inc. (HSS). HSS has no active operations.

KLT Inc. is an intermediate holding company that primarily holds, directly or indirectly, interests in Strategic Energy, L.L.C. (Strategic Energy), which provides competitive retail electricity supply services in several electricity markets offering retail choice, and affordable housing limited partnerships. KLT Inc. also wholly owns KLT Gas Inc. (KLT Gas), which has no active operations in 2006.

Innovative Energy Consultants Inc. (IEC) is an intermediate holding company that holds an indirect interest in Strategic Energy. IEC does not own or operate any assets other than its indirect interest in Strategic Energy. When combined with KLT Inc.’s indirect interest in Strategic Energy, the Company indirectly owns 100% of Strategic Energy.

·	Great Plains Energy Services Incorporated (Services) provides services at cost to Great Plains Energy and its subsidiaries, including consolidated KCP&L.

The operations of Great Plains Energy and its subsidiaries are divided into two reportable segments, KCP&L and Strategic Energy. Great Plains Energy’s legal structure differs from the functional management and financial reporting of its reportable segments. Other activities not considered a reportable segment include the operations of HSS, Services, all KLT Inc. operations other than Strategic Energy, and holding company operations.

2.	BASIC AND DILUTED EARNINGS PER COMMON SHARE CALCULATION

There was no significant dilutive effect on Great Plains Energy’s EPS from other securities for the three months ended and year to date June 30, 2006 and 2005. To determine basic EPS, preferred stock dividend requirements are deducted from income from continuing operations and net income before dividing by the average number of common shares outstanding. The loss per share impact of discontinued operations, net of income taxes, is determined by dividing discontinued operations, net of income taxes, by the average number of common shares outstanding. The effect of dilutive securities, calculated using the treasury stock method, assumes the issuance of common shares applicable to stock options, performance shares, restricted stock, a forward sale agreement and FELINE PRIDES ^SM .

The following table reconciles Great Plains Energy’s basic and diluted EPS.


	Three Months Ended				Year to Date
	June 30				June 30
	2006		2005		2006		2005
Income	(millions, except per share amounts)
Income from continuing operations	$	37.6	$	25.5	$	35.5	$	45.7
Less: preferred stock dividend requirements		0.4		0.4		0.8		0.8
Income available to common shareholders	$	37.2	$	25.1	$	34.7	$	44.9
Common Shares Outstanding
Average number of common shares outstanding		77.0		74.6		75.8		74.5
Add: effect of dilutive securities		-		0.2		-		0.2
Diluted average number of common shares outstanding		77.0		74.8		75.8		74.7

Basic and diluted EPS from continuing operations	$	0.48	$	0.34	$	0.46	$	0.60

The computation of diluted EPS excludes anti-dilutive shares for the three months ended and year to date June 30, 2006, of 183,874 and 89,715 performance shares and 166,007 and 121,181 restricted stock shares, respectively. Additionally, for the three months ended and year to date June 30, 2006, 6.5 million of anti-dilutive FELINE PRIDES were excluded from the computation of diluted EPS and there were no anti-dilutive shares applicable to stock options or a forward sale agreement. For the three months ended and year to date June 30, 2005, there were no anti-dilutive shares applicable to stock options, performance shares, restricted stock or FELINE PRIDES.

In July 2006, the Board of Directors declared a quarterly dividend of $0.415 per share on Great Plains Energy’s common stock. The common dividend is payable September 20, 2006, to shareholders of record as of August 29, 2006. The Board of Directors also declared regular dividends on Great Plains Energy’s preferred stock, payable December 1, 2006, to shareholders of record as of November 8, 2006.

CASH

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with maturities of three months or less at acquisition. For Great Plains Energy, this includes Strategic Energy’s cash held in trust of $14.1 million and $21.9 million at June 30, 2006 and December 31, 2005, respectively.

Strategic Energy has entered into collateral arrangements with selected electricity power suppliers that require selected customers to remit payment to lockboxes that are held in trust and managed by a Trustee. As part of the trust administration, the Trustee remits payment to the supplier of electricity purchased by Strategic Energy. On a monthly basis, any remittances into the lockboxes in excess of disbursements to the supplier are remitted back to Strategic Energy.

Restricted Cash

Strategic Energy has entered into Master Power Purchase and Sale Agreements with its power suppliers. Certain of these agreements contain provisions whereby, to the extent Strategic Energy has a net exposure to the purchased power supplier, collateral requirements are to be maintained. Collateral posted in the form of cash to Strategic Energy is restricted by agreement, but would become unrestricted in the event of a default by the purchased power supplier. Strategic Energy held no restricted cash collateral at June 30, 2006, and $1.9 million at December 31, 2005.

4.	SUPPLEMENTAL CASH FLOW INFORMATION

*Great Plains Energy Other Operating Activities*
				Revised
Year to Date June 30	2006			2005
Cash flows affected by changes in:	(millions)
Receivables	$	(31.0	)	$	(96.1	)
Fuel inventories		(12.8	)		(2.2	)
Materials and supplies		(1.2	)		(1.1	)
Accounts payable		(16.2	)		30.4
Accrued taxes		24.7			(3.6	)
Accrued interest		0.3			(0.4	)
Deposits with suppliers		(3.4	)		(10.6	)
Accrued refueling outage costs		6.0			(10.9	)
Pension and postretirement benefit assets and obligations		4.3			18.4
Allowance for equity funds used during construction		(2.1	)		(0.9	)
Proceeds from the sale of SO ₂ emission allowances		0.8			0.7
Other		(2.8	)		8.3
Total other operating activities	$	(33.4	)	$	(68.0	)
Cash paid during the period:
Interest	$	33.4		$	37.4
Income taxes	$	14.9		$	16.1

*Consolidated KCP&L Other Operating Activities*
Year to Date June 30	2006			2005
Cash flows affected by changes in:	(millions)
Receivables	$	(27.5	)	$	(79.8	)
Fuel inventories		(12.8	)		(2.2	)
Materials and supplies		(1.2	)		(1.1	)
Accounts payable		(14.5	)		4.1
Accrued taxes		30.4			13.8
Accrued interest		0.3			(0.3	)
Accrued refueling outage costs		6.0			(10.9	)
Pension and postretirement benefit assets and obligations		2.5			15.3
Allowance for equity funds used during construction		(2.1	)		(0.9	)
Proceeds from the sale of SO ₂ emission allowances		0.8			0.7
Other		(5.7	)		(4.3	)
Total other operating activities	$	(23.8	)	$	(65.6	)
Cash paid during the period:
Interest	$	28.5		$	29.2
Income taxes	$	11.4		$	20.6

Discontinued Operations and Proceeds From Sale of SO ₂ Emission Allowances Presentation

In the fourth quarter of 2005, the Company changed the presentation of its consolidated statements of cash flows to include the cash flows from operating, investing and financing activities of discontinued operations within the respective categories of operating, investing and financing activities as well as to reflect proceeds from the sale of SO ₂ emission allowances by consolidated KCP&L as operating activities rather than investing activities and retroactively revised the consolidated statement of cash flows year to date June 30, 2005, to be consistent with this presentation. Great Plains Energy’s net cash flows from operating activities year to date June 30, 2005, increased $0.7 million for KCP&L’s proceeds from the sale of SO ₂ emission allowances and decreased $0.7 million for discontinued operations operating activities from amounts previously reported. Net cash flows from investing

activities increased $0.2 million for discontinued operations investing activities and decreased $0.7 million for KCP&L’s proceeds from the sale of SO ₂ emission allowances from amounts previously reported.

5.	RECEIVABLES

The Company’s receivables are detailed in the following table .


	June 30			December 31
	2006			2005
Consolidated KCP&L		(millions)
Customer accounts receivable ^(a)	$	54.0		$	34.0
Allowance for doubtful accounts		(1.4	)		(1.0	)
Other receivables		45.2			37.3
Consolidated KCP&L receivables		97.8			70.3
Other Great Plains Energy
Other receivables		197.3			193.0
Allowance for doubtful accounts		(4.8	)		(4.3	)
Great Plains Energy receivables	$	290.3		$	259.0
^(a) Customer accounts receivable included unbilled receivables of $51.7 million
and $31.4 million at June 30, 2006 and December 31, 2005, respectively.

Consolidated KCP&L’s other receivables at June 30, 2006 and December 31, 2005, consisted primarily of receivables from partners in jointly owned electric utility plants and wholesale sales receivables. Great Plains Energy’s other receivables at June 30, 2006 and December 31, 2005, consisted primarily of accounts receivable held by Strategic Energy, including unbilled receivables of $108.7 million and $99.9 million , respectively.

Under an agreement, KCP&L sells all of its retail electric accounts receivable to its wholly owned subsidiary, Receivables Company, which in turn sells an undivided percentage ownership interest in the accounts receivable to Victory Receivables Corporation, an independent outside investor. KCP&L sells its receivables at a fixed price based upon the expected cost of funds and charge-offs. These costs comprise KCP&L’s loss on the sale of accounts receivable. KCP&L services the receivables and receives an annual servicing fee of 2.5% of the outstanding principal amount of the receivables sold to Receivables Company. KCP&L does not recognize a servicing asset or liability since management determined the collection agent fee earned by KCP&L approximates market value.

Information regarding KCP&L’s sale of accounts receivable to Receivables Company under this agreement is reflected in the following tables .


				Receivables			Consolidated
Three Months Ended June 30, 2006	KCP&L			Company			KCP&L
	(millions)
Receivables (sold) purchased	$	(252.1	)	$	252.1		$	-
Gain (loss) on sale of accounts receivable ^(a)		(2.5	)		2.2			(0.3	)
Servicing fees		0.6			(0.6	)		-
Fees to outside investor		-			(1.0	)		(1.0	)

Cash flows during the period
Cash from customers transferred to
Receivables Company		(218.5	)		218.5			-
Cash paid to KCP&L for receivables purchased		216.3			(216.3	)		-
Servicing fees		0.6			(0.6	)		-
Interest on intercompany note		0.5			(0.5	)		-


				Receivables			Consolidated
Year to Date June 30, 2006	KCP&L			Company			KCP&L
	(millions)
Receivables (sold) purchased	$	(449.3	)	$	449.3		$	-
Gain (loss) on sale of accounts receivable ^(a)		(4.5	)		4.3			(0.2	)
Servicing fees		1.2			(1.2	)		-
Fees to outside investor		-			(1.8	)		(1.8	)

Cash flows during the period
Cash from customers transferred to
Receivables Company		(431.0	)		431.0			-
Cash paid to KCP&L for receivables purchased		426.7			(426.7	)		-
Servicing fees		1.2			(1.2	)		-
Interest on intercompany note		0.8			(0.8	)		-
^(a) The net loss is the result of the timing difference inherent in collecting receivables and over
the life of the agreement will net to zero.

6.	NUCLEAR PLANT

KCP&L owns 47% of Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for Wolf Creek Generating Station (Wolf Creek), its only nuclear generating unit. Wolf Creek is regulated by the Nuclear Regulatory Commission (NRC), with respect to licensing, operations and safety-related requirements.

Nuclear Liability and Insurance

The owners of Wolf Creek (Owners) maintain nuclear insurance for Wolf Creek in four areas: liability, worker radiation, property and accidental outage. These policies contain certain industry standard exclusions, including, but not limited to, ordinary wear and tear, and war. Both the nuclear liability and property insurance programs subscribed to by members of the nuclear power generating industry include industry aggregate limits for non-certified acts of terrorism and related losses, as defined by the Terrorism Risk Insurance Act, including replacement power costs. An industry aggregate limit of $0.3 billion exists for liability claims, regardless of the number of non-certified acts affecting Wolf Creek or any other nuclear energy liability policy or the number of policies in place. An industry aggregate limit of $3.2 billion plus any reinsurance recoverable by Nuclear Electric Insurance Limited (NEIL), the

Owners’ insurance provider, exists for property claims, including accidental outage power costs for acts of terrorism affecting Wolf Creek or any other nuclear energy facility property policy within twelve months from the date of the first act. These limits are the maximum amount to be paid to members who sustain losses or damages from these types of terrorist acts. For certified acts of terrorism, the individual policy limits apply. In addition, industry-wide retrospective assessment programs (discussed below) can apply once these insurance programs have been exhausted.

Liability Insurance

Pursuant to the Price-Anderson Act, which was reauthorized through December 31, 2025, by the Energy Policy Act of 2005, the Owners are required to insure against public liability claims resulting from nuclear incidents to the full limit of public liability, which is currently $10.8 billion. This limit of liability consists of the maximum available commercial insurance of $0.3 billion, and the remaining $10.5 billion is provided through an industry-wide retrospective assessment program mandated by law, known as the Secondary Financial Protection (SFP) program. Under the SFP program, the Owners can be assessed up to $100.6 million ($47.3 million, KCP&L’s 47% share) per incident at any commercial reactor in the country, payable at no more than $15 million ($7.1 million, KCP&L’s 47% share) per incident per year. This assessment is subject to an inflation adjustment based on the Consumer Price Index and applicable premium taxes. This assessment also applies to worker radiation claims insurance. In addition, the U.S. Congress could impose additional revenue-raising measures to pay claims.

Property, Decontamination, Premature Decommissioning and Extra Expense Insurance

The Owners carry decontamination liability, premature decommissioning liability and property damage insurance for Wolf Creek totaling approximately $2.8 billion ($1.3 billion, KCP&L's 47% share). NEIL provides this insurance.

In the event of an accident, insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC. KCP&L’s share of any remaining proceeds can be used for further decontamination, property damage restoration and premature decommissioning costs. Premature decommissioning coverage applies only if an accident at Wolf Creek exceeds $500 million in property damage and decontamination expenses, and only after trust funds have been exhausted.

Accidental Nuclear Outage Insurance

The Owners also carry additional insurance from NEIL to cover costs of replacement power and other extra expenses incurred in the event of a prolonged outage resulting from accidental property damage at Wolf Creek.

Under all NEIL policies, the Owners are subject to retrospective assessments if NEIL losses, for each policy year, exceed the accumulated funds available to the insurer under that policy. The estimated maximum amount of retrospective assessments under the current policies could total approximately $26.1 million ($12.3 million, KCP&L’s 47% share) per policy year.

In the event of a catastrophic loss at Wolf Creek, the insurance coverage may not be adequate to cover property damage and extra expenses incurred. Uninsured losses, to the extent not recovered through rates, would be assumed by KCP&L and the other owners and could have a material adverse effect on KCP&L’s results of operations, financial position and cash flows.

Low-Level Waste

The Low-Level Radioactive Waste Policy Amendments Act of 1985 mandated that the various states, individually or through interstate compacts, develop alternative low-level radioactive waste disposal facilities. The states of Kansas, Nebraska, Arkansas, Louisiana and Oklahoma formed the Central

Interstate Low-Level Radioactive Waste Compact (Compact) and selected a site in northern Nebraska to locate a disposal facility. WCNOC and the owners of the other five nuclear units in the Compact provided most of the pre-construction financing for this project.

After many years of effort, Nebraska regulators denied the facility developer’s license application in December 1998, a prolonged lawsuit ensued, and Nebraska eventually settled the case by paying the Compact Commission $145.8 million in damages. The Compact Commission then paid out pro rata portions of the settlement money to the various parties who originally funded the project. To date, WCNOC has received refunds totaling $21.3 million (KCP&L’s 47% share being $10 million), including $1.7 million ($0.8 million, KCP&L’s 47% share) received in 2006. The Commission continues to explore alternative long-term waste disposal capability and has retained an insignificant portion of the settlement money. In April 2006, WCNOC and other affected generators filed a lawsuit in Federal District Court in Nebraska seeking to preserve their ability to continue to pursue their claim for their share of the retained amount plus interest.

7.	REGULATORY MATTERS

KCP&L’s Comprehensive Energy Plan

KCP&L continues to make progress in implementing its comprehensive energy plan and orders received from the Public Service Commission of the State of Missouri (MPSC) and The State Corporation Commission of the State of Kansas (KCC) in 2005. The Sierra Club and Concerned Citizens of Platte County have appealed the MPSC order, and the Sierra Club has appealed the KCC order. In March 2006, the Circuit Court of Cole County, Missouri, affirmed the MPSC Order and the Sierra Club has appealed the decision to the Missouri Court of Appeals. The Kansas District Court denied the Sierra Club’s appeal in May 2006 and the Sierra Club has appealed to the Kansas Court of Appeals. Although subject to the appeals, the MPSC and KCC orders remain in effect pending the applicable court’s decision.

In February 2006 , KCP&L filed requests with the MPSC and KCC for annual rate increases of $55.8 million or 11.5% and $42.3 million or 10.5%, respectively. The requested rate increases reflect recovery of increasing operating costs including fuel, transportation and pensions as well as investments in wind generation and customer programs and compensation for wholesale sales volatility and construction risks. The request is based on a return on equity of 11.5% and an adjusted equity ratio of 53.8%. Discovery is underway and management anticipates that any approved rate adjustments for both jurisdictions will go into effect January 1, 2007. The MPSC and KCC staffs and other parties are scheduled to file their cases in August 2006. Formal evidentiary hearings before the MPSC and KCC are scheduled for October 2006.

Construction continues on KCP&L’s Spearville Wind Energy Facility, a 100.5 MW wind project in western Kansas. Completed and commissioned turbines are expected to begin being put into service during the third quarter and management expects the entire project to be completed and on-line in time for inclusion in the current rate cases. The environmental upgrades at LaCygne No. 1 began with the spring 2006 outage and are anticipated to be completed during the spring 2007 outage. KCP&L has implemented nine affordability, energy efficiency and demand response programs in Missouri and three in Kansas. Year to date June 30, 2006, initial results from the implemented programs are beginning to demonstrate an ability to manage KCP&L’s customers’ retail load requirements.

are in progress and plant construction site preparation work has started. In the first quarter of 2006, KCP&L received the air permit and a water quality certification from the Missouri Department of Natural Resources relating to Iatan Station. The Sierra Club is appealing the air permit. During the second quarter of 2006, KCP&L received the permits necessary to begin construction at Iatan Station, which included the wetlands permit and a permit for the construction of a temporary barge slip and collector wells from the U.S. Army Corps of Engineers (Corps). The Corps also executed an Environmental Assessment with a Finding of No Significant Impact.

Although contracting is not complete, developing market conditions indicate a potential increase in the overall cost estimates of the comprehensive energy plan in the range of 10% to 20%. The primary drivers are increases in materials and labor costs and some scope additions. Management anticipates completion of its definitive estimates later in 2006 upon finalizing the largest of the Iatan No. 2 contracts covering the boiler and air quality control systems and after review of these estimates with the Company’s Board of Directors. The definitive estimates could be materially different than the current estimates; however, management believes project costs will be competitive with other similar projects built in the same timeframe.

Regulatory Assets and Liabilities

KCP&L is subject to the provisions of Statement of Financial Accounting Standards (SFAS) No. 71, “Accounting for the Effects of Certain Types of Regulation” and has recorded assets and liabilities on its balance sheet resulting from the effects of the ratemaking process, which would not be recorded under GAAP for non-regulated entities.


	Amortization		June 30		December 31
	ending period		2006		2005
Regulatory Assets			(millions)
Taxes recoverable through future rates			$	84.1	$	85.7
Decommission and decontaminate federal uranium
enrichment facilities		2007		1.0		1.3
Loss on reacquired debt		2037		6.8		7.1
January 2002 incremental ice storm costs (Missouri)		2007		2.7		4.9
Change in depreciable life of Wolf Creek		2045		36.4		27.4
Cost of removal				10.5		9.3
Asset retirement obligations				25.9		23.6
Future recovery of pension costs		^(a)		27.3		15.6
Pension accounting method difference		^(a)		2.6		-
Other		Various		7.9		5.0
Total Regulatory Assets			$	205.2	$	179.9
Regulatory Liabilities
Emission allowances		^(a)	$	64.5	$	64.3
Pension accounting method difference		^(a)		-		1.0
Additional Wolf Creek amortization (Missouri)		^(a)		9.4		4.3
Total Regulatory Liabilities			$	73.9	$	69.6
^(a) Will be amortized in accordance with future rate cases.

Except as noted below, regulatory assets for which costs have been incurred have been included (or are expected to be included, for costs incurred subsequent to the most recently approved rate case) in KCP&L’s rate base, thereby providing a return on invested costs when included in rate base. Certain regulatory assets do not result from cash expenditures and therefore do not represent investments included in rate base or have offsetting liabilities that reduce rate base. The pension accounting

method difference (which may be either a regulatory asset or liability) and certain insignificant items in other regulatory assets are not included in rate base.

Southwest Power Pool Regional Transmission Organization

KCP&L is a member of the Southwest Power Pool (SPP), which is a Federal Energy Regulatory Commission (FERC) approved Regional Transmission Organization (RTO). In February 2006, KCP&L reached an agreement with the MPSC staff and intervenors regarding approval to turn over functional control of KCP&L’s transmission facilities to SPP and participate in the energy imbalance service market. The MPSC held an on-the-record presentation concerning this agreement in May 2006. In June 2006, the MPSC issued an order approving KCP&L’s participation in the RTO. KCC has held workshops seeking additional information on KCP&L’s request to turn over functional control of its transmission facilities to SPP. KCC held a hearing concerning KCP&L’s application in July 2006 and an order is expected to be issued in late summer 2006. In July 2006, KCC granted interim approval for KCP&L to take SPP network integration transmission service for its retail customers. It is anticipated that the interim approval will become final once KCC rules on KCP&L’s request to participate in the RTO. In May 2006, SPP made a compliance filing in response to a previously issued FERC order on the SPP energy imbalance service market. In July 2006, FERC issued an order on the compliance filing accepting in part, as modified, and rejecting in part the filing, permitting the start of the SPP energy imbalance service market no earlier than October 1, 2006, and required SPP to make additional filings. The SPP is planning to file its market metrics and status with FERC in the third quarter of 2006. Subsequent to this FERC order, the SPP Board of Directors decided to set November 1, 2006, as the new target date for the start of the energy imbalance service market, with market readiness certification to FERC on October 1, 2006. KCP&L is continuing preparation for this new start-up date.

Revenue Sufficiency Guarantee

Since the April 2005 implementation of Midwest Independent Transmission System Operator Inc. (MISO) market operations, MISO’s business practice manuals and other instructions to market participants have stated that Revenue Sufficiency Guarantee (RSG) charges will not be imposed on day-ahead virtual offers to supply power not supported by actual generation. RSG charges are collected by MISO in order to compensate generators that are standing by to supply electricity when called upon by MISO. In April 2006, FERC issued an order regarding MISO RSG charges. In its order, FERC interpreted MISO's tariff to require that virtual supply offers be included in the calculation of RSG charges and that to the extent that MISO did not charge market participants RSG charges on virtual supply offers, MISO violated its tariff. The FERC order requires MISO to recalculate RSG rates back to April 1, 2005, and make refunds to customers who paid RSG charges on imbalances, with interest, reflecting the recalculated charges. In order to make such refunds, RSG charges may be retroactively imposed on market participants who submitted virtual supply offers during the recalculation period.

Strategic Energy is among the MISO participants that paid RSG charges on imbalances and could receive a refund as a result of the order. Strategic Energy may also be subject to a retroactive assessment from MISO for RSG charges on virtual supply offers it submitted during the recalculation period. Consistent with MISO’s business practice manuals, management does not believe Strategic Energy should be assessed RSG charges retroactively or prospectively.

Numerous requests for rehearing have been filed and the matter remains pending before FERC. Management is currently unable to predict the outcome of these pending requests. In the event FERC affirms its order and MISO imposes retroactive RSG charges on virtual supply offers, Strategic Energy results of operations could be negatively impacted. Management has estimated the potential exposure could range from $0 to $6 million. The range of potential exposure is based on management’s judgments and assumptions and does not contemplate all possible outcomes. The actual exposure, if any, could ultimately be greater than the estimated range depending on the outcome of the requests pending before FERC.

Seams Elimination Charge Adjustment

Seams Elimination Charge Adjustment (SECA) is a transitional pricing mechanism authorized by FERC and intended to compensate transmission owners for the revenue lost as a result of FERC’s elimination of regional through and out rates between PJM Interconnection (PJM) and MISO during a 16-month transition period from December 1, 2004 through March 31, 2006. Each relevant PJM and MISO zone and the load-serving entities within that zone are allocated a portion of SECA based on transmission services provided to that zone during 2002 and 2003. For the three months ended June 30, 2006, Strategic Energy recorded a reduction of purchased power expense of $2.4 million for SECA recoveries from suppliers, which offset $2.7 million of expense recorded in the first quarter. Strategic Energy recorded purchased power expenses totaling $7.2 million in the second quarter of 2005 for these charges covering billings for the transition period through June 30, 2005. Strategic Energy recovered $0.9 million for the three months ended and $1.3 million year to date June 30, 2006, of its SECA costs through billings to its retail customers. No further billings are anticipated pending the outcome of proceedings discussed below.

There are several unresolved matters and legal challenges related to SECA that are pending before FERC on rehearing. FERC established a schedule for resolution of certain SECA issues, including the issue of shifting SECA allocations to the shipper. The shipper in Strategic Energy’s situation is the wholesale supplier, which, through a contract with Strategic Energy, delivered power to various zones in which Strategic Energy was supplying retail customers. In most instances, the shipper was the purchaser of through and out transmission service and therefore included the cost of the through and out rate in its energy price. Management is unable to predict the outcome of legal and regulatory challenges to the SECA mechanism.

8.	CAPITALIZATION

Great Plains Energy and consolidated KCP&L’s long-term debt is detailed in the following table .


			June 30			December 31
	Year Due		2006			2005
Consolidated KCP&L			(millions)
General Mortgage Bonds
7.95% Medium-Term Notes		2007	$	0.5		$	0.5
3.89%* EIRR bonds		2012-2035		158.8			158.8
Senior Notes
6.00%		2007		225.0			225.0
6.50%		2011		150.0			150.0
6.05%		2035		250.0			250.0
Unamortized discount				(1.7	)		(1.8	)
EIRR bonds
4.75% Series A & B		2015		104.1			104.6
4.75% Series D		2017		39.1			39.3
4.65% Series 2005		2035		50.0			50.0
Current maturities				(225.5	)		-
Total consolidated KCP&L excluding current maturities				750.3			976.4

Other Great Plains Energy
7.74% Affordable Housing Notes		2006-2008		1.7			2.6
4.25% FELINE PRIDES Senior Notes		2009		163.6			163.6
Current maturities **				(164.4	)		(1.7	)
Total consolidated Great Plains Energy excluding current maturities			$	751.2		$	1,140.9
* Weighted-average interest rates at June 30, 2006.
** Includes $163.6 million of FELINE PRIDES Senior Notes scheduled to mature in 2009 that must be
remarketed between August 16, 2006 and February 16, 2007.

Effective Interest Rates on KCP&L’s Unsecured Notes at June 30, 2006

Interest rate swaps on KCP&L’s Series A, B and D EIRR bonds resulted in an effective interest rate of 6.27%. As a result of amortizing the gain recognized in other comprehensive income (OCI) on KCP&L’s 2005 Treasury Locks (T-Locks), the effective interest rate on KCP&L’s $250.0 million of 6.05% Senior Notes that were issued via a private placement during 2005 is 5.78 %. In the second quarter of 2006, KCP&L completed an exchange of these privately placed notes for $250.0 million of registered 6.05% unsecured senior notes maturing in 2035 to fulfill its obligations under a 2005 registration rights agreement.

Amortization of Debt Expense

Great Plains Energy’s and consolidated KCP&L’s amortization of debt expense is detailed in the following table.


	Three Months Ended				Year to Date
	June 30				June 30
	2006		2005		2006		2005
	(millions)
Consolidated KCP&L	$	0.5	$	0.5	$	1.0	$	1.1
Other Great Plains Energy		0.1		0.3		0.3		0.4
Total Great Plains Energy	$	0.6	$	0.8	$	1.3	$	1.5

Forward Starting Swaps

During 2006, KCP&L entered into two Forward Starting Swaps with a combined notional principal amount of $225.0 million to hedge interest rate volatility on the anticipated refinancing of KCP&L’s $225.0 million senior notes that mature in March 2007. See Note 17 for additional information.

Short-Term Borrowings and Short-Term Bank Lines of Credit

During May 2006, Great Plains Energy entered into a five-year $600 million revolving credit facility with a group of banks. The facility replaced a $550 million revolving credit facility with a group of banks. A default by Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $25.0 million is a default under the facility. Under the terms of this agreement, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. At June 30, 2006, the Company was in compliance with this covenant. At June 30, 2006, Great Plains Energy had no cash borrowings and had issued letters of credit totaling $77.9 million under the credit facility as credit support for Strategic Energy. At December 31, 2005 , Great Plains Energy had $6.0 million of outstanding borrowings with an interest rate of 4.98% and had issued letters of credit totaling $38.5 million under the credit facility as credit support for Strategic Energy.

During May 2006, KCP&L entered into a five-year $400 million revolving credit facility with a group of banks to provide support for its issuance of commercial paper and other general corporate purposes. Great Plains Energy and KCP&L may transfer and re-transfer up to $200 million of unused lender commitments between Great Plains Energy’s and KCP&L’s facilities, so long as the aggregate lender commitments under either facility does not exceed $600 million and the aggregate lender commitments under both facilities does not exceed $1 billion. The facility replaced a $250 million revolving credit facility with a group of banks. A default by KCP&L on other indebtedness totaling more than $25.0 million is a default under the facility. Under the terms of the agreement, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. At June 30, 2006, KCP&L was in compliance with this covenant. At June 30, 2006, KCP&L had $82.4 million of commercial paper outstanding, at a weighted-average interest rate of 5.48% and no cash borrowings under the facility. At December 31, 2005, KCP&L had $31.9 million of commercial paper outstanding, at a weighted-average interest rate of 4.35% and no cash borrowings under the facility.

$75.0 million, a minimum fixed charge coverage ratio of at least 1.05 to 1.00 and a minimum debt service coverage ratio of at least 4.00 to 1.00, as those terms are defined in the agreement. In addition, under the terms of this agreement, Strategic Energy is required to maintain a maximum funded indebtedness to EBITDA ratio, as defined in the agreement, of 3.00 to 1.00, on a quarterly basis through June 30, 2007, and 2.75 to 1.00 thereafter. In the event of a breach of one or more of these four covenants, so long as no other default has occurred, Great Plains Energy may cure the breach through a cash infusion, a guarantee increase or a combination of the two. At June 30, 2006, Strategic Energy was in compliance with these covenants. At June 30, 2006, $58.6 million in letters of credit had been issued and there were no cash borrowings under the agreement. At December 31, 2005 , $75.2 million in letters of credit had been issued and there were no cash borrowings under the agreement.

Common Shareholders’ Equity

Great Plains Energy filed a shelf registration statement with the Securities and Exchange Commission (SEC) in May 2006 relating to relatere Senior Debt Securities, Subordinated Debt Securities, shares of Common Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units. In May 2006, Great Plains Energy issued 5.2 million shares of common stock at $27.50 per share under this registration statement with $144.3 million in gross proceeds and issuance costs of $5.2 million.

In May 2006, Great Plains Energy also entered into a forward sale agreement with Merrill Lynch Financial Markets, Inc. (forward purchaser) for 1.8 million shares of Great Plains Energy common stock. The forward purchaser borrowed and sold the same number of shares of Great Plains Energy’s common stock to hedge its obligations under the forward sale agreement. Great Plains Energy did not initially receive any proceeds from the sale of common stock shares by the forward purchaser. The forward sale agreement provides for a settlement date or dates to be specified at Great Plains Energy’s discretion, subject to certain exceptions, no later than May 23, 2007. Subject to the provisions of the forward sale agreement, Great Plains Energy will receive an amount equal to $26.6062 per share, plus interest based on the federal funds rate less a spread and less certain scheduled decreases if Great Plains Energy elects to physically settle the forward sale agreement by delivering solely shares of common stock. In most circumstances, Great Plains Energy also has the right, in lieu of physical settlement, to elect cash or net physical settlement.

In May 2006, Great Plains Energy registered an additional 1.0 million shares of common stock with the SEC for its Dividend Reinvestment and Direct Stock Purchase Plan, bringing the total number of shares registered under this plan to 4.0 million. The plan allows for the purchase of common shares by reinvesting dividends or making optional cash payments.

In March 2006, Great Plains Energy registered an additional 1.0 million shares of common stock with the SEC for a defined contribution savings plan, bringing the total number of shares registered under this plan to 10.3 million. Shares issued under the plans may be either newly issued shares or shares purchased in the open market.

9.	PENSION PLANS AND OTHER EMPLOYEE BENEFITS

The Company maintains defined benefit pension plans for substantially all employees, including officers, of KCP&L, Services and WCNOC. Pension benefits under these plans reflect the employees’ compensation, years of service and age at retirement.

The MPSC and KCC issued orders in 2005 establishing KCP&L’s annual pension costs at $22 million for the years 2005 and 2006 through the creation of regulatory assets and liabilities for future recovery from or refund to customers, as appropriate. During the third quarter of 2005, KCP&L implemented these orders retroactive to January 1, 2005. KCP&L’s 2006 pension costs were reduced and the corresponding regulatory assets were increased by $15.3 million.

In addition to providing pension benefits, the Company provides certain postretirement health care and life insurance benefits for substantially all retired employees of KCP&L, Services and WCNOC. The cost of postretirement benefits charged to KCP&L are accrued during an employee's years of service and recovered through rates.

The following table provides the components of net periodic benefit costs prior to the effects of capitalization and sharing with joint-owners of power plants. Included in net periodic benefit costs are settlement charges related to the workforce realignment, discussed below. The total amount of 2006 pension settlement charges related to the workforce realignments and other retirements will be determined in the fourth quarter after the year-end of the pension plans.


	Pension Benefits						Other Benefits
Three Months Ended June 30	2006			2005			2006			2005
Components of net periodic benefit cost	(millions)
Service cost	$	4.7		$	4.3		$	0.2		$	0.2
Interest cost		7.7			7.5			0.8			0.7
Expected return on plan assets		(8.2	)		(8.0	)		(0.2	)		(0.1	)
Amortization of prior service cost		1.1			1.0			-			-
Recognized net actuarial loss (gain)		8.0			4.6			0.2			0.1
Transition obligation		-			-			0.3			0.3
Settlement charge		7.5			-			-			-
Net periodic benefit cost before
regulatory adjustment		20.8			9.4			1.3			1.2
Regulatory adjustment		(7.7	)		-			-			-
Net periodic benefit cost	$	13.1		$	9.4		$	1.3		$	1.2


	Pension Benefits						Other Benefits
Year to Date June 30	2006			2005			2006			2005
Components of net periodic benefit cost	(millions)
Service cost	$	9.4		$	8.6		$	0.4		$	0.5
Interest cost		15.4			14.9			1.5			1.4
Expected return on plan assets		(16.4	)		(16.1	)		(0.3	)		(0.3	)
Amortization of prior service cost		2.2			2.1			0.1			0.1
Recognized net actuarial loss (gain)		16.0			9.3			0.4			0.2
Transition obligation		-			-			0.6			0.6
Settlement charge		7.5			-			-			-
Net periodic benefit cost before
regulatory adjustment		34.1			18.8			2.7			2.5
Regulatory adjustment		(15.3	)		-			-			-
Net periodic benefit cost	$	18.8		$	18.8		$	2.7		$	2.5

Skill Set Realignment and Pension Settlement Charges

In 2005 and early 2006, management undertook a process to assess, improve and reposition the skill sets of employees for implementation of the comprehensive energy plan. KCP&L recorded $9.4 million year to date June 30, 2006, related to this workforce realignment process reflecting severance, benefits and related payroll taxes provided by KCP&L to employees. Management is actively filling positions with the specific skill sets and talent needed to achieve KCP&L’s goals. Management believes that the realignment allows for optimization of employee levels and avoids future additional expense. In the second quarter of 2006, KCP&L incurred $7.3 million of pension settlement charges associated with the realignment resulting in $4.8 million of expense recorded after amounts capitalized and billed to joint

owners of power plants. The pension settlement charges were a result of the number of employees retiring and selecting the lump-sum payment option.

KCP&L anticipates recording additional expense related to pension settlement charges of approximately $7 million during the second half of 2006 associated with its management and union pension plans as a result of additional employees retiring and selecting the lump-sum payment option. The total amount of 2006 pension settlement charges related to the workforce realignments and other retirements will be determined in the fourth quarter after the year-end of the pension plans. In the second quarter of 2006, KCP&L requested regulatory accounting treatment from MPSC and KCC to defer pension settlement charges, retroactive to January 1, 2006, and amortize the deferred amount over a five-year period to be established in the rate proceeding following the current 2006 proceedings. At June 30, 2006, no amounts were deferred pending the outcome of this request.

10.

EQUITY COMPENSATION

As of January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” using the modified prospective application method. The adoption of SFAS No. 123R had an insignificant effect on the companies’ consolidated statements of income and cash flows for the three months ended and year to date June 30, 2006.

The Company’s Long-Term Incentive Plan is an equity compensation plan approved by its shareholders. KCP&L does not have an equity compensation plan; however, KCP&L officers participate in Great Plains Energy’s Long-Term Incentive Plan. The Long-Term Incentive Plan permits the grant of restricted stock, stock options, limited stock appreciation rights and performance shares to officers and other employees of the Company and its subsidiaries. The maximum number of shares of Great Plains Energy common stock that can be issued under the plan is 3.0 million. Common stock shares delivered by the Company under the Long-Term Incentive Plan may be authorized but unissued, held in the treasury or purchased on the open market (including private purchases) in accordance with applicable security laws. The Company has a policy of delivering newly issued shares, or shares surrendered by Plan participants on account of withholding taxes and held in treasury, or both, to satisfy share option exercises and does not expect to repurchase common shares during 2006 to satisfy stock option exercises for the period.

SFAS No. 123R requires forfeitures to be estimated. Forfeiture rates are based on historical forfeitures and future expectations and will be reevaluated annually. The following table summarizes Great Plains Energy’s and KCP&L’s equity compensation expense and income tax benefits.


	Three Months Ended				Year to Date
	June 30				June 30
	2006		2005		2006		2005
Compensation expense	(millions)
Great Plains Energy	$	0.9	$	1.0	$	1.7	$	1.6
KCP&L		0.7		0.5		1.1		0.8
Income tax benefits
Great Plains Energy		0.3		0.4		0.4		0.6
KCP&L		0.3		0.2		0.3		0.3

Stock Options Granted 2001 - 2003

Stock options were granted under the plan at market value of the shares on the grant date. The options vest three years after the grant date and expire in ten years if not exercised. The fair value for the stock options granted in 2001 - 2003 was estimated at the date of grant using the Black-Scholes option-pricing model. Compensation expense and accrued dividends related to stock options are

recognized over the stated vesting period. Exercise prices range from $24.90 to $27.73. The stock options are expected to be fully vested by the end of the third quarter of 2006 and management does not anticipate additional forfeitures for 2006. All stock option activity year to date June 30, 2006, is summarized in the following table.


						Remaining
				Exercise		Contractual
Stock Options	Shares			Price*		Term*
Beginning balance		111,455		$	25.56
Forfeited or expired		(1,983	)		27.73
Ending balance		109,472			25.52		5.4
Exercisable at June 30		95,000			25.19		5.2
* weighted-average

A summary of the status of the Company’s nonvested stock options as of June 30, 2006, and changes during the period, is presented in the following table .


Nonvested				Fair
Stock Options	Shares			Value *
Beginning balance		16,455		$	3.15
Forfeited		(1,983	)		3.15
Ending balance		14,472			3.15
* 2003 grant-date fair value

At June 30, 2006, there was an insignificant amount of total unrecognized compensation expense related to nonvested stock options granted under the Plan, which will be recognized by the end of the third quarter of 2006. The total fair value of shares vested was insignificant for the three months ended and year to date June 30, 2006 and 2005.

Performance Shares

The payment of performance shares is contingent upon achievement of specific performance goals over a stated period of time as approved by the Compensation and Development Committee of the Company’s Board of Directors. The number of performance shares ultimately paid can vary from the number of shares initially granted depending on Company performance, based on internal and external measures, over stated performance periods. Performance shares have a value equal to the market value of the shares on the grant date with accruing dividends. Compensation expense, calculated by multiplying shares by the related grant-date fair value less the present value of dividends, and accrued dividends related to performance shares are recognized over the stated period. Performance share activity year to date June 30, 2006, is summarized in the following table.


				Grant Date
Performance	Shares			Fair Value *
Beginning balance		172,761		$	30.17
Performance adjustment		(2,650	)
Granted		94,159			28.20
Issued		(9,499	)		27.73
Ending balance		254,771			29.56
* weighted-average

At June 30, 2006, the remaining weighted-average contractual term was 1.6 years . There was no activity for performance shares during the three months ended and the weighted-average grant-date fair value for shares granted was $28.20 year to date June 30, 2006. The weighted-average grant-date

fair value of shares granted during the three months ended and year to date June 30, 2005, was $30.85 and $30.34, respectively. At June 30, 2006, there was $3.3 million of total unrecognized compensation expense, net of forfeiture rates, related to performance shares granted under the Plan, which will be recognized over the remaining weighted-average contractual term. The total fair value of shares vested was insignificant during the three months ended and year to date June 30, 2006 and 2005.

Restricted Stock

Restricted stock cannot be sold or otherwise transferred by the recipient prior to vesting and has a value equal to the fair market value of the shares on the issue date. Restricted stock shares vest over a stated period of time with accruing reinvested dividends. Compensation expense, calculated by multiplying shares by the related grant-date fair value less the present value of dividends, and accrued dividends related to restricted stock are recognized over the stated vesting period. Restricted stock activity year to date June 30, 2006, is summarized in the following table.


Nonvested				Grant Date
Restricted stock	Shares			Fair Value *
Beginning balance		119,966		$	30.50
Issued		48,041			28.22
Forfeited		(2,000	)		28.20
Ending balance		166,007			29.86
* weighted-average

At June 30, 2006, the remaining weighted-average contractual term was 1.6 years. The weighted-average grant-date fair value of shares granted during the three months ended and year to date June 30, 2006, was $28.81 and $28.22, respectively. The weighted-average grant-date fair value of shares granted during the three months ended and year to date June 30, 2005, was $31.05 and $30.56, respectively. At June 30, 2006, there was $2.1 million of total unrecognized compensation expense, net of forfeiture rates, related to nonvested restricted stock granted under the Plan, which will be recognized over the remaining weighted-average contractual term. No shares vested during the three months ended and year to date June 30, 2006 and 2005.

11.

KLT GAS DISCONTINUED OPERATIONS

The KLT Gas natural gas properties (KLT Gas portfolio) was reported as discontinued operations in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” after the 2004 Board of Directors approval to sell the KLT Gas Portfolio and discontinue the gas business. During 2004 and 2005, KLT Gas completed sales of the KLT Gas portfolio and in 2006 KLT Gas has no active operations.

12.

RELATED PARTY TRANSACTIONS AND RELATIONSHIPS

Consolidated KCP&L receives various support and administrative services from Services. These services are billed to consolidated KCP&L at cost, based on payroll and other expenses, incurred by Services for the benefit of consolidated KCP&L. These costs totaled $5.1 million and $9.5 million for the three months ended and year to date June 30, 2006, respectively, and $15.5 million and $30.9 million for the same periods in 2005. These costs consisted primarily of employee compensation, benefits and fees associated with various professional services. At June 30, 2006, and December 31, 2005, consolidated KCP&L had a net intercompany payable to Services of $2.7 million and $3.5 million , respectively. In the third quarter of 2005, approximately 80% of Services’ employees were transferred to KCP&L to better align resources with the operating business. At June 30, 2006, and December 31, 2005, consolidated KCP&L’s balance sheets reflect a note payable from HSS to Great Plains Energy of $0.5 million.

13.

COMMITMENTS AND CONTINGENCIES

Environmental Matters

The Company is subject to regulation by federal, state and local authorities with regard to air and other environmental matters primarily through KCP&L’s operations. The generation, transmission and distribution of electricity produces and requires disposal of certain hazardous products that are subject to these laws and regulations. In addition to imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. Failure to comply with these laws and regulations could have a material adverse effect on consolidated KCP&L and Great Plains Energy.

KCP&L operates in an environmentally responsible manner and seeks to use current technology to avoid and treat contamination. KCP&L regularly conducts environmental audits designed to ensure compliance with governmental regulations and to detect contamination. At June 30, 2006, and December 31, 2005, KCP&L had $0.3 million accrued for environmental remediation expenses. The accrual covers water monitoring at one site. The amounts accrued were established on an undiscounted basis and KCP&L does not currently have an estimated time frame over which the accrued amounts may be paid out.

Environmental-related legislation is regularly introduced. Such legislation typically includes various compliance dates and compliance limits. Such legislation could have the potential for a significant financial impact on KCP&L, including the installation of new pollution control equipment to achieve compliance. However, KCP&L would seek recovery of capital costs and expenses for such compliance through rates. KCP&L will continue to monitor proposed legislation.

The following table contains estimates of expenditures to comply with environmental laws and regulations described below. The allocation between states is based on location of the facilities and has no bearing as to recovery in jurisdictional rates.


Clean Air Estimated Required										Estimated
Environmental Expenditures	Missouri			Kansas			Total			Timetable
	(millions)
CAIR	$555	-	802	$	-		$555	-	802	2006 - 2015
Incremental BART	53	-	77	240	-	347	293	-	424	2006 - 2017
Incremental CAMR	41	-	59	4	-	6	45	-	65	2010 - 2018
Comprehensive energy plan retrofits	(171)			(101)			(272)			2006 - 2010
Estimated required environmental expenditures in
excess of the comprehensive energy plan retrofits	$478	-	767	$143	-	252	$621	-	1,019

Expenditure estimates provided in the table above include, but are not limited to, the accelerated environmental upgrade expenditures included in KCP&L’s comprehensive energy plan. KCP&L expects to provide definitive estimates of comprehensive energy plan expenditures later in 2006, which could significantly differ from the retrofit estimates above. These expenditures are expected to reduce SO ₂ , NO _x , mercury and air particulate matter emissions. KCP&L’s expectation is that any required environmental expenditures will be recovered through rates.

Clean Air Interstate Rule

The Environmental Protection Agency (EPA) Clean Air Interstate Rule (CAIR) requires reductions in SO ₂ and NO _x emissions in 28 states, including Missouri. The reduction in both SO ₂ and NO _x emissions will be accomplished through establishment of permanent statewide caps for NO _x effective January 1, 2009, and SO ₂ effective January 1, 2010. More restrictive caps will be effective on January 1, 2015.

KCP&L’s fossil fuel-fired plants located in Missouri are subject to CAIR, while its fossil fuel-fired plants in Kansas are not.

KCP&L expects to meet the emissions reductions required by CAIR at its Missouri plants through a combination of pollution control capital projects and the purchase of emission allowances in the open market as needed. The final rule establishes a market-based cap-and-trade program. Missouri has developed State Implementation Plan (SIP) rules, which include an emission allowance allocation mechanism, and is currently accepting comments on these preliminary rules. Facilities will demonstrate compliance with CAIR by holding sufficient allowances for each ton of SO ₂ and NO _x emitted in any given year with SO ₂ emission allowances transferable among all regulated facilities nationwide and NO _x emission allowances transferable among all regulated facilities within the 28 CAIR states. KCP&L will also be allowed to utilize unused SO ₂ emission allowances that it has accumulated during previous years of the Acid Rain Program to meet the more stringent CAIR requirements. At June 30, 2006, KCP&L had accumulated unused SO ₂ emission allowances sufficient to support just under 120,000 tons of SO ₂ emission under the provisions of the Acid Rain program, which are recorded in inventory at zero cost. KCP&L is permitted to sell excess SO ₂ emission allowances in accordance with KCP&L’s comprehensive energy plan as approved by the MPSC and KCC.

Analysis of the final rule indicates that selective catalytic reduction technology for NO _x control and scrubbers for SO ₂ control will likely be required for KCP&L’s Montrose Station, in addition to the environmental upgrades at Iatan No. 1 included in the comprehensive energy plan. The timing of the installation of such control equipment is currently being developed. KCP&L continues to refine the preliminary cost estimates detailed in the table above and explore alternatives. The ultimate cost of these regulations could be significantly different from the amounts estimated. As discussed below, certain of the control technology for SO ₂ and NO _x will also aid in the control of mercury.

Best Available Retrofit Technology Rule

The EPA best available retrofit technology rule (BART) directs state air quality agencies to identify whether visibility-reducing emissions from sources subject to BART are below limits set by the state or whether retrofit measures are needed to reduce emissions. BART applies to specific eligible facilities including LaCygne Nos. 1 and 2 in Kansas and Iatan No. 1 and Montrose No. 3 in Missouri. The CAIR suggests that states that meet the CAIR requirements may also meet BART requirements for individual sources. Missouri is considering this proposal as part of the CAIR SIP, but no final decision has been reached. Kansas is not a CAIR state and therefore BART will likely impact LaCygne Nos. 1 and 2. Kansas is in the process of completing modeling associated with the rule. States must submit a BART implementation plan in 2007 with required emission controls. If emission controls to comply with BART are required at LaCygne Nos. 1 and 2, additional capital expenditures will be required above comprehensive energy plan upgrades. KCP&L continues to refine its preliminary cost estimates detailed in the table above and explore alternatives. The ultimate cost of these regulations could be significantly different from the amounts estimated.

Mercury Emissions

The EPA Clean Air Mercury Rule (CAMR) regulates mercury emissions from coal-fired power plants located in 48 states, including Kansas and Missouri, under the New Source Performance Standards of the Clean Air Act. The rule established a market-based cap-and-trade program that will reduce nationwide utility emissions of mercury in two phases. The first phase cap is effective January 1, 2010, and will establish a permanent nationwide cap of 38 tons of mercury for coal-fired power plants. Management anticipates meeting the first phase cap by taking advantage of KCP&L’s mercury reductions achieved through capital expenditures to comply with CAIR and BART. The second phase is effective January 1, 2018, and will establish a permanent nationwide cap of 15 tons of mercury for coal-fired power plants. When fully implemented, the rule will reduce utility emissions of mercury by nearly 70% from current emissions of 48 tons per year.

Facilities will demonstrate compliance with the standard by holding allowances for each ounce of mercury emitted in any given year and allowances will be readily transferable among all regulated facilities nationwide. Under the cap-and-trade program, KCP&L will be able to purchase mercury allowances or elect to install pollution control equipment to achieve compliance. While it is expected that mercury allowances will be available in sufficient quantities for purchase in the 2010-2018 timeframe, the significant reduction in the nationwide cap in 2018 may hamper KCP&L’s ability to obtain reasonably priced allowances beyond 2018. Management expects capital expenditures will be required to install additional pollution control equipment to meet the second phase cap. During the ensuing years, management will closely monitor advances in technology for removal of mercury from Powder River Basin (PRB) coal and expects to make decisions regarding second phase removal based on then available technology to meet the 2018 compliance date. KCP&L participated in the Department of Energy (DOE) National Energy Technology Laboratory project to investigate control technology options for mercury removal from coal-fired plants burning sub-bituminous coal. The ultimate cost of this rule could be significantly different from the amounts estimated in the table above.

In May 2006, the EPA took final action on petitions to reconsider CAMR . In response to these requests for reconsideration, the EPA made several changes to the CAMR correcting a number of technical aspects to clarify CAMR. These changes do not significantly impact KCP&L. In response to the remaining issues under reconsideration, the EPA determined that its decisions were reasonable and should not be changed.

Carbon Dioxide

The Clear Skies Initiative includes a climate change policy, which is a voluntary program that relies heavily on incentives to encourage industry to voluntarily limit emissions. The strategy includes tax credits, energy conservation programs, funding for research into new technologies, and a plan to encourage companies to track and report their emissions so that companies could gain credits for use in any future emissions trading program. The greenhouse strategy links growth in emissions of greenhouse gases to economic output and is intended to reduce the greenhouse gas intensity of the U.S. economy 18% by 2012. Greenhouse gas intensity measures the ratio of greenhouse gas emissions to economic output as measured by Gross Domestic Product (GDP). Under this plan, as the economy grows, greenhouse gases also would continue to grow, although at a slower rate than they would have without these policies in place. When viewed per unit of economic output, the rate of emissions would drop. The plan projects that the U.S. would lower its rate of greenhouse gas emissions from an estimated 183 metric tons per $1 million of GDP in 2002 to 151 metric tons per $1 million of GDP by 2012.

KCP&L is a member of the Power Partners through Edison Electric Institute (EEI). Power Partners is a voluntary program with the DOE under which utilities commit to undertake measures to reduce, avoid or sequester CO ₂ emissions. Power Partners entered into a cooperative umbrella memorandum of understanding (MOU) with the DOE. This MOU contains supply and demand-side actions as well as offset projects that will be undertaken to reduce the power sector’s CO ₂ emissions per kWh generated (carbon intensity), consistent with the EEI’s 2003 commitment of a 3% to 5% reduction over the next decade.

Air Particulate Matter and Ozone

The EPA standards for ozone and particulate matter air quality include an eight-hour ozone standard and a standard for particulate matter less than 2.5 microns (PM-2.5) in diameter. The EPA has designated the Kansas City area as attainment with respect to the PM-2.5 National Ambient Air Quality Standards (NAAQS). Additionally, the EPA designated Jackson, Platte, Clay and Cass counties in Missouri and Johnson, Linn, Miami and Wyandotte counties in Kansas as attainment with respect to the eight-hour ozone NAAQS.

In January 2006, the EPA published proposed revisions to the NAAQS for particulate matter. With regard to PM-2.5, the EPA proposed to reduce the level of the 24-hour PM-2.5 standard from 65 to 35 micrograms per cubic meter and to retain the level of the annual PM-2.5 standard at 15 micrograms per cubic meter. With regard to particles generally less than or equal to 10 micrograms per cubic meter, PM-10, the EPA proposes to revise the 24-hour PM-10 standard by establishing a new indicator for coarse particles (particles generally between 2.5 and 10 micrograms per cubic meter), PM-10-2.5, at a level of 70 micrograms per cubic meter. The EPA outlined certain alternatives and issues related to implementation of the proposed revisions and sought public comment. The EPA plans to take action on the proposal by September 2006. At this time it is difficult to predict the final rule that might result from these proposed revisions and the subsequent impact of that final rule on attainment status of the revised NAAQS standards for particulate matter. If the EPA adopts a rule that results in the Kansas City area being designated as non-attainment, more restrictive regulation of new and existing units could result.

Water Use Regulations

The EPA Clean Water Act established standards for cooling water intake structures. This regulation applies to certain existing power producing facilities that employ cooling water intake structures that withdraw 50 million gallons or more per day and use 25% or more of that water for cooling purposes. KCP&L is required to complete a comprehensive demonstration study on each of its generating facilities’ intake structures by the end of 2007. The studies are expected to cost a total of $1.2 million to $2.0 million. Depending on the outcome of the comprehensive demonstration studies, facilities may be required to implement technological, operational or restoration measures to achieve compliance. Compliance with this regulation is expected to be achieved between 2011 and 2014. Until the comprehensive demonstration studies are completed, the impact of this regulation cannot be quantified.

KCP&L holds a permit from the Missouri Department of Natural Resources covering water discharge from its Hawthorn Station. The permit authorizes KCP&L, among other things, to withdraw water from the Missouri river for cooling purposes and return the heated water to the Missouri river. KCP&L has applied for a renewal of this permit and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water. Until this matter is resolved, KCP&L continues to operate under its current permit. KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require KCP&L to reduce its generation at Hawthorn Station, install cooling towers or both. The outcome could also affect the terms of water permit renewals at KCP&L’s Iatan and Montrose Stations.

Contractual Commitments

Great Plains Energy’s and consolidated KCP&L’s contractual obligations have not significantly changed at June 30, 2006, compared to December 31, 2005, except for KCP&L’s fuel and Strategic Energy’s purchased power. KCP&L’s contractual commitments for fuel at June 30, 2006, totaled $464.1 million. Commitments for the remainder of 2006 total $91.9 million and for the years 2007 through 2010 total $97.2 million, $105.9 million, $45.9 million, and $43.6 million, respectively. Commitments after 2010 total $79.6 million. Great Plains Energy’s contractual commitments at June 30, 2006, include KCP&L’s commitments for fuel and Strategic Energy’s commitments for purchased power. Strategic Energy’s commitments for purchased power at June 30, 2006, totaled $795.7 million. Commitments for the remainder of 2006 total $320.6 million and for the years 2007 through 2011 total $237.7 million, $114.0 million, $63.3 million, $52.4 million and $7.7 million, respectively. Additionally, KCP&L has incurred contractual commitments related to its comprehensive energy plan totaling $242.5 million. These commitments are $126.2 million for the remainder of 2006, and $71.7 million, $33.5 million, $6.4 million and $4.7 million for the years 2007 through 2010, respectively.

Uncertain Tax Positions

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of SFAS No. 109 “Accounting for Income Taxes”. FIN No. 48 clarifies how companies calculate and disclose uncertain tax positions. Great Plains Energy and consolidated KCP&L are required to adopt the provisions of FIN No. 48 for periods beginning in 2007, although earlier adoption is permitted. Management is currently evaluating the impact of FIN No. 48 and has not yet determined the impact on Great Plains Energy and consolidated KCP&L’s consolidated financial statements. Management evaluates and records tax liabilities for uncertain tax positions based on the probability of ultimately sustaining the tax deductions or income positions. Management assesses the probabilities of successfully defending the tax deductions or income positions based upon statutory, judicial or administrative authority.

At June 30, 2006 and December 31, 2005, the Company had $4.7 million and $4.6 million , respectively, of liabilities for uncertain tax positions related to tax deductions or income positions taken on the Company’s tax returns. Consolidated KCP&L had liabilities for uncertain tax positions of $1.7 million and $1.2 million at June 30, 2006 and December 31, 2005, respectively. Management believes the tax deductions or income positions are properly treated on such tax returns but has recorded reserves based upon its assessment of the probabilities that certain deductions or income positions may not be sustained when the returns are audited. The tax returns containing these tax deductions or income positions are currently under audit or will likely be audited. The timing of the resolution of these audits is uncertain. If the positions are ultimately sustained, the companies will reverse these tax provisions to net income. If the positions are not ultimately sustained, the companies may be required to make cash payments plus interest and/or utilize the companies’ federal and state credit carryforwards.

14.

LEGAL PROCEEDINGS

Union Pacific

In 2005, KCP&L filed a rate complaint case with the Surface Transportation Board (STB) charging that Union Pacific Railroad Company’s (Union Pacific) rates for transporting coal from the PRB in Wyoming to KCP&L’s Montrose Station are unreasonably high. Prior to the end of 2005, the rates were established under a contract with Union Pacific. Efforts to extend the term of the contract were unsuccessful and Union Pacific is the only service for coal transportation from the PRB to Montrose Station. KCP&L charged that Union Pacific possesses market dominance over the traffic and requested the STB prescribe maximum reasonable rates. In February 2006, the STB announced a rulemaking proceeding to address certain issues associated with the calculation of stand-alone costs in rate complaint cases. Proceedings in KCP&L’s rate complaint case have been suspended pending the outcome of this rulemaking, and management currently expects a decision in the case in 2008. Until the STB case is decided, KCP&L is paying tariff rates subject to refund.

Framatome

In 2005, WCNOC filed a lawsuit on behalf of itself, KCP&L and the other two Wolf Creek owners against Framatome ANP, Inc., and Framatome ANP Richland, Inc. (Framatome) in the District Court of Coffey County, Kansas. The suit alleged various claims against Framatome related to the proposed design, licensing and installation of a digital control system. The suit sought recovery of approximately $16 million in damages from Framatome. Framatome filed a counterclaim against the three Wolf Creek owners seeking recovery of damages alleged to be in excess of $20 million. In May 2006, the parties settled this case. The settlement had no significant impact on KCP&L’s results of operations or financial position.

Hawthorn No. 5 Subrogation Litigation

KCP&L filed suit in 2001, in Jackson County, Missouri Circuit Court against multiple defendants who are alleged to have responsibility for the 1999 Hawthorn No. 5 boiler explosion. KCP&L and National

Union Fire Insurance Company of Pittsburgh, Pennsylvania (National Union) have entered into a subrogation allocation agreement under which recoveries in this suit are generally allocated 55% to National Union and 45% to KCP&L. Certain defendants were dismissed from the suit and various defendants settled, with KCP&L receiving a total of $38.2 million, of which $18.5 million was recorded as a recovery of capital expenditures. Trial of this case with the one remaining defendant resulted in a March 2004 jury verdict finding KCP&L’s damages as a result of the explosion were $452 million. After deduction of amounts received from pre-trial settlements with other defendants and an amount for KCP&L’s comparative fault (as determined by the jury), the verdict would have resulted in an award against the defendant of approximately $97.6 million (of which KCP&L would have received $33 million pursuant to the subrogation allocation agreement after payment of attorney’s fees). In response to post-trial pleadings filed by the defendant, in 2004, the trial judge reduced the award against the defendant to $0.2 million. Both KCP&L and the defendant appealed this case to the Court of Appeals for the Western District of Missouri, and in May 2006, the Court of Appeals ordered the Circuit Court to enter judgment in KCP&L’s favor in accordance with the jury verdict. The defendant has filed a motion for transfer of this case to the Missouri Supreme Court.

KCP&L also received reimbursement for Hawthorn No. 5 damages under a property damage insurance policy with Travelers Property Casualty Company of America (Travelers). Travelers filed suit in the Federal District Court for the Eastern District of Missouri on November 18, 2005, against National Union, and KCP&L was added as a defendant on June 19, 2006. Travelers seeks recovery of $10 million that KCP&L has or will recover in the April 2001 lawsuit described in the preceding paragraph. Management is unable to predict the outcome of this litigation.

Emergis Technologies, Inc.

In March 2006, Emergis Technologies, Inc. f/k/a BCE Emergis Technologies, Inc. (Emergis) filed suit against KCP&L in Federal District Court for the Western District of Missouri, alleging infringement of a patent, entitled “Electronic Invoicing and Payment System.” This patent relates to automated electronic bill presentment and payment systems, particularly those involving Internet billing and collection. In March 2006, KCP&L filed a response and denied infringing the patent. KCP&L counterclaimed for a declaration that the patent is invalid and not infringed. Emergis responded to KCP&L’s counterclaims in April 2006. Court ordered mediation occurred in July 2006, but the case was not resolved. Management does not expect the outcome of this litigation to have a material impact on Great Plains Energy's or KCP&L's results of operations and financial position.

Spent Nuclear Fuel and Radioactive Waste

In 2004, KCP&L and the other two Wolf Creek owners filed suit against the United States in the U.S. Court of Federal Claims seeking an unspecified amount of monetary damages resulting from the government’s failure to begin accepting spent fuel for disposal in January 1998, as the government was required to do by the Nuclear Waste Policy Act of 1982. Approximately sixty other similar cases are pending before that court. The court has stayed the Wolf Creek case until at least October 2006 to allow for some of the earlier cases to be decided first. Another federal court already has determined that the government breached its obligation to begin accepting spent fuel for disposal. The questions now before the court in the pending cases are whether and to what extent the utilities are entitled to monetary damages for that breach. KCP&L management cannot predict the outcome of the Wolf Creek case.

Class Action Complaint

In 2005, a class action complaint for breach of contract was filed against Strategic Energy. The plaintiffs purportedly represent the interests of certain customers in Pennsylvania who entered into Power Supply Coordination Service Agreements (Agreement) for a certain product in Pennsylvania. The complaint seeks monetary damages, attorney fees and costs and a declaration that the customers may terminate their Agreement with Strategic Energy. In response to Strategic Energy’s preliminary

objections, plaintiffs have filed an amended complaint that management is evaluating. Management is unable to predict the outcome of this litigation.

Texas Customer Dispute

In February 2006, a customer in Texas that procures electricity for schools notified Strategic Energy that it had selected another provider for its school members during the time it was under contract with Strategic Energy. Strategic Energy exercised it rights under the agreement for breach. In June 2006, Strategic Energy received a notice of demand for arbitration from the customer pursuant to the agreement. Management is evaluating the merits of the customer’s alleged damages and the parties are in the process of selecting an arbitrator. Management believes the ultimate outcome of this matter will not have a material impact on the Company’s financial position or results of operations.

Haberstroh

In 2004, Robert C. Haberstroh filed suit for breach of employment contract and violation of the Pennsylvania Wage Payment Collection Act against Strategic Energy Partners, Ltd. (Partners), SE Holdings, L.L.C. (SE Holdings) and Strategic Energy in the Court of Common Pleas of Allegheny County, Pennsylvania. In the first quarter of 2006, the suit was settled and as part of the settlement, Great Plains Energy acquired the remaining indirect interest in Strategic Energy for an insignificant amount.

Weinstein v. KLT Telecom

Richard D. Weinstein (Weinstein) filed suit against KLT Telecom Inc. (KLT Telecom) in September 2003 in the St. Louis County, Missouri Circuit Court. KLT Telecom acquired a controlling interest in DTI Holdings, Inc. (Holdings) in February 2001 through the purchase of approximately two-thirds of the Holdings stock held by Weinstein. In connection with that purchase, KLT Telecom entered into a put option in favor of Weinstein, which granted Weinstein an option to sell to KLT Telecom his remaining shares of Holdings stock. The put option provided for an aggregate exercise price for the remaining shares equal to their fair market value with an aggregate floor amount of $15 million and was exercisable between September 1, 2003, and August 31, 2005. In June 2003, the stock of Holdings was cancelled and extinguished pursuant to the joint Chapter 11 plan confirmed by the Bankruptcy Court. In September 2003, Weinstein delivered a notice of exercise of his claimed rights under the put option. KLT Telecom rejected the notice of exercise, and Weinstein filed suit, alleging breach of contract. Weinstein sought damages of at least $15 million, plus statutory interest. In April 2005, summary judgment was granted in favor of KLT Telecom, and Weinstein appealed this judgment to the Missouri Court of Appeals for the Eastern District. In May 2006, the Court of Appeals affirmed the judgment. During July 2006, Weinstein filed an application for transfer of this case to the Missouri Supreme Court. The $15 million reserve has not been reversed pending the outcome of the appeal process.

15.

SEGMENT AND RELATED INFORMATION

Great Plains Energy

Great Plains Energy has two reportable segments based on its method of internal reporting, which generally segregates the reportable segments based on products and services, management responsibility and regulation. The two reportable business segments are KCP&L, an integrated, regulated electric utility, and Strategic Energy, a competitive electricity supplier. Other includes the operations of HSS, Services, all KLT Inc. operations other than Strategic Energy, unallocated corporate charges, consolidating entries and intercompany eliminations. Intercompany eliminations include insignificant amounts of intercompany financing related activities. The summary of significant accounting policies applies to all of the reportable segments. For segment reporting, each segment’s income taxes include the effects of allocating holding company tax benefits. Segment performance is evaluated based on net income.

The following tables reflect summarized financial information concerning Great Plains Energy’s reportable segments.


Three Months Ended				Strategic						Great Plains
June 30, 2006	KCP&L			Energy			Other			Energy
	(millions)
Operating revenues	$	290.9		$	351.2		$	-		$	642.1
Depreciation and amortization		(37.3	)		(2.0	)		-			(39.3	)
Interest charges		(15.0	)		(0.6	)		(2.2	)		(17.8	)
Income taxes		(18.7	)		(2.7	)		2.5			(18.9	)
Loss from equity investments		-			-			(0.3	)		(0.3	)
Net income (loss)		35.8			4.2			(2.4	)		37.6


Three Months Ended				Strategic						Great Plains
June 30, 2005	KCP&L			Energy			Other			Energy
	(millions)
Operating revenues	$	272.1		$	359.6		$	-		$	631.7
Depreciation and amortization		(36.7	)		(1.5	)		-			(38.2	)
Interest charges		(15.5	)		(0.7	)		(2.2	)		(18.4	)
Income taxes		(14.5	)		(3.0	)		7.7			(9.8	)
Loss from equity investments		-			-			(0.4	)		(0.4	)
Discontinued operations		-			-			(3.6	)		(3.6	)
Net income (loss)		29.1			3.7			(10.9	)		21.9


Year to Date				Strategic						Great Plains
June 30, 2006	KCP&L			Energy			Other			Energy
	(millions)
Operating revenues	$	531.3		$	670.0		$	-		$	1,201.3
Depreciation and amortization		(74.3	)		(3.9	)		-			(78.2	)
Interest charges		(29.9	)		(0.9	)		(4.3	)		(35.1	)
Income taxes		(22.6	)		7.2			5.2			(10.2	)
Loss from equity investments		-			-			(0.6	)		(0.6	)
Net income (loss)		47.8			(6.7	)		(5.6	)		35.5


Year to Date				Strategic						Great Plains
June 30, 2005	KCP&L			Energy			Other			Energy
	(millions)
Operating revenues	$	505.3		$	671.4		$	0.1		$	1,176.8
Depreciation and amortization		(73.0	)		(3.0	)		(0.1	)		(76.1	)
Interest charges		(30.1	)		(1.5	)		(4.3	)		(35.9	)
Income taxes		(16.0	)		(11.5	)		12.4			(15.1	)
Loss from equity investments		-			-			(0.7	)		(0.7	)
Discontinued operations		-			-			(3.6	)		(3.6	)
Net income (loss)		39.9			16.5			(14.3	)		42.1


			Strategic					Great Plains
	KCP&L		Energy		Other			Energy
June 30, 2006	(millions)
Assets	$	3,558.5	$	421.0	$	41.7		$	4,021.2
Capital expenditures ^(a)		230.0		2.5		0.2			232.7
December 31, 2005
Assets	$	3,334.6	$	441.8	$	57.3		$	3,833.7
Capital expenditures ^(a)		332.2		6.6		(4.7	)		334.1
^(a) Capital expenditures reflect year to date amounts for the periods presented.

Consolidated KCP&L

The following tables reflect summarized financial information concerning consolidated KCP&L’s reportable segment. Other includes the operations of HSS and intercompany eliminations. Intercompany eliminations include insignificant amounts of intercompany financing related activities.


Three Months Ended						Consolidated
June 30, 2006	KCP&L			Other		KCP&L
	(millions)
Operating revenues	$	290.9		$	-	$	290.9
Depreciation and amortization		(37.3	)		-		(37.3	)
Interest charges		(15.0	)		-		(15.0	)
Income taxes		(18.7	)		-		(18.7	)
Net income		35.8			-		35.8


Three Months Ended							Consolidated
June 30, 2005	KCP&L			Other			KCP&L
	(millions)
Operating revenues	$	272.1		$	-		$	272.1
Depreciation and amortization		(36.7	)		-			(36.7	)
Interest charges		(15.5	)		-			(15.5	)
Income taxes		(14.5	)		-			(14.5	)
Net income (loss)		29.1			(0.1	)		29.0


Year to Date						Consolidated
June 30, 2006	KCP&L			Other		KCP&L
	(millions)
Operating revenues	$	531.3		$	-	$	531.3
Depreciation and amortization		(74.3	)		-		(74.3	)
Interest charges		(29.9	)		-		(29.9	)
Income taxes		(22.6	)		-		(22.6	)
Net income (loss)		47.8			-		47.8


Year to Date							Consolidated
June 30, 2005	KCP&L			Other			KCP&L
	(millions)
Operating revenues	$	505.3		$	0.1		$	505.4
Depreciation and amortization		(73.0	)		(0.1	)		(73.1	)
Interest charges		(30.1	)		-			(30.1	)
Income taxes		(16.0	)		0.6			(15.4	)
Net income (loss)		39.9			(0.6	)		39.3


					Consolidated
	KCP&L		Other		KCP&L
June 30, 2006	(millions)
Assets	$	3,558.5	$	3.5	$	3,562.0
Capital expenditures ^(a)		230.0		-		230.0
December 31, 2005
Assets	$	3,334.6	$	3.9	$	3,338.5
Capital expenditures ^(a)		332.2		-		332.2
^(a) Capital expenditures reflect year to date amounts for the periods presented.

16.

ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations (ARO) associated with tangible long-lived assets are those for which a legal obligation exists under enacted laws, statutes and written or oral contracts, including obligations arising under the doctrine of promissory estoppel. These liabilities are recognized at estimated fair value as incurred and capitalized as part of the cost of the related long-lived assets and depreciated over their useful lives. Accretion of the liabilities due to the passage of time is recorded as an operating expense. Changes in the estimated fair values of the liabilities are recognized when known.

In the second quarter of 2006, KCP&L incurred an ARO related to decommissioning and site remediation associated with its Spearville Wind Energy Facility, a 100.5 MW wind project in western Kansas. KCP&L is obligated to remove the wind turbine towers and perform site remediation within 12 months after the end of the associated 30-year land lease agreements. The ARO was derived from a third party estimate of decommissioning and remediation costs. To estimate the ARO, KCP&L used a credit-adjusted risk free discount rate of 6.68%. This rate was based on the rate at which KCP&L could issue 30-year bonds.

At June 30, 2006, KCP&L recorded a $3.1 million ARO for the decommissioning and site remediation and increased property and equipment by $3.1 million. KCP&L is a regulated utility subject to the provisions of SFAS No. 71 and management believes it is probable that any differences between expenses under FIN No. 47, “Accounting for Conditional Asset Retirement Obligations” or SFAS No. 143, “Accounting for Asset Retirement Obligation,” and expense recovered currently in rates will be recoverable in future rates. The following table summarizes the change in Great Plains Energy’s and consolidated KCP&L’s AROs.


	June 30		December 31
	2006		2005
	(millions)
Beginning balance	$	145.9	$	113.7
Additions		3.1		26.7
Settlements		-		(2.0	)
Accretion		4.7		7.5
Ending balance	$	153.7	$	145.9

17.

DERIVATIVE INSTRUMENTS

The companies are exposed to a variety of market risks including interest rates and commodity prices. Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on the companies’ operating results. The risk management activities, including the use of derivative instruments, are subject to the management, direction and control of internal risk management committees. Management’s interest rate risk management strategy uses derivative instruments to adjust the companies’ liability portfolio to optimize

the mix of fixed and floating rate debt within an established range. In addition, management uses derivative instruments to hedge against future interest rate fluctuations on anticipated debt issuances. Management maintains commodity-price risk management strategies that use derivative instruments to reduce the effects of fluctuations in fuel and purchased power expense caused by commodity price volatility. Counterparties to commodity derivatives and interest rate swap agreements expose the companies to credit loss in the event of nonperformance. This credit loss is limited to the cost of replacing these contracts at current market rates less the application of counterparty collateral held and contract-based netting of credit exposures against payable balances. Derivative instruments, excluding those instruments that qualify for the Normal Purchases and Normal Sales (NPNS) election, which are accounted for by accrual accounting, are recorded on the balance sheet at fair value as an asset or liability. Changes in the fair value are recognized currently in net income unless specific hedge accounting criteria are met.

Fair Value Hedges - Interest Rate Risk Management

In 2002, KCP&L remarketed its 1998 Series A, B and D EIRR bonds totaling $146.5 million to a five-year fixed interest rate of 4.75% ending October 1, 2007. Simultaneously with the remarketing, KCP&L entered into an interest rate swap for the $146.5 million based on the London Interbank Offered Rate (LIBOR) to effectively create a floating interest rate obligation. The transaction is a fair value hedge with no ineffectiveness. Changes in the fair market value of the swap are recorded on the balance sheet as an asset or liability with an offsetting entry to the respective debt balances with no net impact on net income.

Cash Flow Hedges - Forward Starting Swaps

In the first quarter of 2006, KCP&L entered into two Forward Starting Swaps (FSS) to hedge against interest rate fluctuations on the long-term debt that KCP&L plans to issue before the end of the first quarter of 2007. The FSS will be settled simultaneously with the issuance of the long-term fixed rate debt. The FSS effectively removes most of the interest rate and credit spread uncertainty with respect to the debt to be issued, thereby enabling KCP&L to predict with greater assurance what its future interest costs on that debt will be. The FSS is accounted for as a cash flow hedge and the fair value is recorded as a current asset or liability with an offsetting entry to OCI, to the extent the hedge is effective, until the forecasted transaction occurs. No ineffectiveness has been recorded on the FSS. The pre-tax gain or loss on the FSS recorded to OCI will be reclassified to interest expense over the life of the future debt issuance.

Cash Flow Hedges - Commodity Risk Management

KCP&L’s risk management policy is to use derivative instruments to mitigate its exposure to market price fluctuations on a portion of its projected natural gas purchases to meet generation requirements for retail and firm wholesale sales. As of June 30, 2006, KCP&L had hedged nearly all of its 2006 projected natural gas usage for retail load and firm MWh sales, primarily by utilizing fixed forward physical contracts. The fair values of these instruments are recorded as current assets or current liabilities with an offsetting entry to OCI for the effective portion of the hedge. To the extent the hedges are not effective, the ineffective portion of the change in fair market value is recorded currently in fuel expense. KCP&L did not record any gains or losses due to ineffectiveness during the three months ended and year to date June 30, 2006 and 2005, respectively.

Strategic Energy maintains a commodity-price risk management strategy that uses forward physical energy purchases and other derivative instruments to reduce the effects of fluctuations in purchased power expense caused by commodity-price volatility. Derivative instruments are used to limit the unfavorable effect that price increases will have on electricity purchases, effectively fixing the future purchase price of electricity for the applicable forecasted usage and protecting Strategic Energy from significant price volatility. The maximum term over which Strategic Energy hedged its exposure and variability of future cash flows was approximately five years at June 30, 2006 and December 31, 2005.

Certain forward fixed price purchases and swap agreements are designated as cash flow hedges. The fair values of these instruments are recorded as assets or liabilities with an offsetting entry to OCI for the effective portion of the hedge. To the extent the hedges are not effective, the ineffective portion of the change in fair market value is recorded currently in purchased power. When the forecasted purchase is completed, the amounts in OCI are reclassified to purchased power. Purchased power expense for the three months ended and year to date June 30, 2006, includes a $3.4 million and $14.0 million loss, respectively, due to ineffectiveness of the cash flow hedges. Strategic Energy did not record any gains or losses for the three months ended June 30, 2005, and recorded a $2.1 million gain year to date June 30, 2005, due to ineffectiveness of the cash flow hedges.

As part of its commodity-price risk management strategy, Strategic Energy also enters into economic hedges (non-hedging derivatives) that do not qualify for cash flow hedge accounting. The changes in the fair value of these derivative instruments recorded to purchased power expense were a $1.4 million loss and $2.8 million gain for the three months ended June 30, 2006 and 2005, respectively, and a $23.9 million loss and $5.7 million gain year to date June 30, 2006 and 2005, respectively.

The fair value of non-hedging derivatives at June 30, 2006, also includes certain forward contracts at Strategic Energy that were amended during 2005. Prior to being amended, the contracts were accounted for under the NPNS election in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” As a result of being amended, the contracts no longer qualify for NPNS exceptions or cash flow hedge accounting and are now accounted for as non-hedging derivatives with the fair value at amendment being recorded as a deferred liability that will be reclassified to net income as the contracts settle. For the three months ended and year to date June 30, 2006, Strategic Energy amortized $0.9 and $4.6 million of the deferred liability to purchased power expense related to the delivery of power under the contracts. Strategic Energy will amortize the remaining deferred liability over the remaining original contract lengths, which end in the first quarter of 2008. After the amendment, Strategic Energy is recording the change in fair value of these contracts to purchased power expense.

The notional and recorded fair values of the companies’ derivative instruments are summarized in the following table. The fair values of these derivatives are recorded on the consolidated balance sheets.


	June 30					December 31
	2006					2005
	Notional					Notional
	Contract		Fair			Contract		Fair
	Amount		Value			Amount		Value
Great Plains Energy	(millions)
Swap contracts
Cash flow hedges	$	341.8	$	(21.0	)	$	164.7	$	23.8
Non-hedging derivatives		57.4		(6.5	)		35.5		-
Forward contracts
Cash flow hedges		402.6		(17.5	)		121.9		21.0
Non-hedging derivatives		241.4		(18.4	)		178.3		3.6
Forward starting swap
Cash flow hedges		225.0		8.8			-		-
Interest rate swaps
Fair value hedges		146.5		(3.3	)		146.5		(2.6	)
Consolidated KCP&L
Forward contracts
Cash flow hedges		13.6		(3.5	)		-		-
Forward starting swap
Cash flow hedges		225.0		8.8			-		-
Interest rate swaps
Fair value hedges		146.5		(3.3	)		146.5		(2.6	)

The amounts recorded in accumulated OCI related to the cash flow hedges are summarized in the following table.


	Great Plains Energy						Consolidated KCP&L
	June 30			December 31			June 30			December 31
	2006			2005			2006			2005
	(millions)
Current assets	$	21.2		$	35.8		$	20.5		$	11.9
Other deferred charges		1.4			11.8			-			-
Other current liabilities		(22.6	)		1.6			(3.5	)		-
Deferred income taxes		4.9			(20.5	)		(6.4	)		(4.5	)
Other deferred credits		(10.5	)		1.0			-			-
Total	$	(5.6	)	$	29.7		$	10.6		$	7.4

Great Plains Energy’s accumulated OCI includes $21.9 million that is expected to be reclassified to expense over the next twelve months. Consolidated KCP&L’s accumulated OCI includes an insignificant amount that is expected to be reclassified to expense over the next twelve months.

The amounts reclassified to expenses are summarized in the following table.


	Three Months Ended						Year to Date
	June 30						June 30
	2006			2005			2006			2005
Great Plains Energy	(millions)
Purchased power expense	$	7.5		$	(2.5	)	$	16.6		$	(6.1	)
Interest expense		(0.2	)		-			(0.2	)		-
Income taxes		(3.0	)		1.2			(6.9	)		2.7
OCI	$	4.3		$	(1.3	)	$	9.5		$	(3.4	)
Consolidated KCP&L
Interest expense	$	(0.2	)	$	-		$	(0.2	)	$	-
Income taxes		0.1			-			0.1			-
OCI	$	(0.1	)	$	-		$	(0.1	)	$	-

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The MD&A that follows is a combined presentation for Great Plains Energy and consolidated KCP&L, both registrants under this filing. The discussion and analysis by management focuses on those factors that had a material effect on the financial condition and results of operations of the registrants during the periods presented.

Great Plains Energy is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energy’s direct subsidiaries with operations or active subsidiaries are KCP&L, KLT Inc., IEC and Services. As a diversified energy company, Great Plains Energy’s reportable business segments include KCP&L and Strategic Energy.

EXECUTING ON STRATEGIC INTENT

KCP&L’s Comprehensive Energy Plan

KCP&L continues to make progress in implementing its comprehensive energy plan and orders received from the MPSC and KCC in 2005. The Sierra Club and Concerned Citizens of Platte County have appealed the MPSC order, and the Sierra Club has appealed the KCC order. In March 2006, the Circuit Court of Cole County, Missouri, affirmed the MPSC Order and the Sierra Club has appealed the decision to the Missouri Court of Appeals. The Kansas District Court denied the Sierra Club’s appeal in May 2006 and the Sierra Club has appealed to the Kansas Court of Appeals. Although subject to the appeals, the MPSC and KCC orders remain in effect pending the applicable court’s decision.

KCP&L finalized Iatan No. 2 co-ownership agreements with Aquila Inc., The Empire District Electric Company, Kansas Electric Power Cooperative and Missouri Joint Municipal Electric Utility Commission during the second quarter. KCP&L will own 54.71% or approximately 465 MW of the new station. An owner’s engineer has been hired and the engineering design for Iatan Station is in progress. The Iatan No. 2 boiler and steam turbine and the Iatan Nos. 1 and 2 air emission control equipment procurements are in progress and plant construction site preparation work has started. In the first quarter of 2006, KCP&L received the air permit and a water quality certification from the Missouri Department of Natural Resources relating to Iatan Station. The Sierra Club is appealing the air permit. During the second quarter of 2006, KCP&L received the permits necessary to begin construction at Iatan Station, which included the wetlands permit and a permit for the construction of a temporary barge slip and collector

wells from the U.S. Army Corps of Engineers (Corps). The Corps also executed an Environmental Assessment with a Finding of No Significant Impact.

KCP&L BUSINESS OVERVIEW

KCP&L is an integrated, regulated electric utility that engages in the generation, transmission, distribution and sale of electricity. KCP&L has over 4,000 MWs of generating capacity and has transmission and distribution facilities that provide electricity to slightly over 500,000 customers in the states of Missouri and Kansas. KCP&L has continued to experience modest load growth. Load growth consists of higher usage per customer and the addition of new customers. Retail electricity rates are below the national average.

KCP&L’s residential customers’ usage patterns are significantly affected by weather. Bulk power sales, the major component of wholesale sales, vary with system requirements, generating unit and purchased power availability, fuel costs and requirements of other electric systems. Less than 1% of revenues include an automatic fuel adjustment provision. KCP&L’s coal base load equivalent availability factor was 80% for the three months ended and year to date June 30, 2006, consistent with the same periods in 2005.

KCP&L’s nuclear unit, Wolf Creek, accounts for approximately 20% of its base load capacity. Replacement power costs for scheduled Wolf Creek outages are accrued evenly over the unit’s 18-month operating cycle. The next refueling outage is scheduled to begin in October 2006. The owners of Wolf Creek have on hand or under contract all of the uranium and conversion services needed to operate Wolf Creek through March 2011 and approximately 75% after that date through September 2018. The owners also have under contract 100% of the uranium enrichment required to operate Wolf Creek through March 2008. A letter of intent has been issued with a supplier for a substantial portion of Wolf Creek’s uranium enrichment requirements extending through at least 2024. Fabrication requirements are under contract through 2024. Management expects its cost of nuclear fuel to remain relatively stable through 2009 because of contracts in place. Between 2010 and 2018, management anticipates the cost of nuclear fuel to increase approximately 30% to 50% due to higher contracted prices and market conditions . Even with this anticipated increase, management expects nuclear fuel cost per MWh generated to remain less than the cost of other fuel sources.

The fuel cost per MWh generated and the purchased power cost per MWh has a significant impact on the results of operations for KCP&L. Generation fuel mix can substantially change the fuel cost per MWh generated. Nuclear fuel cost per MWh generated is substantially less than the cost of coal per MWh generated, which is significantly lower than the cost of natural gas and oil per MWh generated. The cost per MWh for purchased power is significantly higher than the cost per MWh of coal and nuclear generation. KCP&L continually evaluates its system requirements, the availability of generating units, availability and cost of fuel supply and purchased power, and the requirements of other electric systems to provide reliable power economically.

Rail companies have experienced longer cycle times for coal deliveries to utilities across the country since 2004. Approximately 98% of KCP&L’s coal requirements come from the PRB and originate on the Burlington Northern Santa Fe and the Union Pacific railroads, both of which have been affected by the current rail situation. Maintenance to repair significant sections of track on this rail line began in 2005 and is expected to be completed by the end of 2006. These repairs must be completed before normal train operations from the PRB can resume, which affects all users of PRB coal. Year to date coal shipments have significantly improved compared to the 10% to 15% reduction in deliveries experienced in 2005 and as a result, inventory levels have improved. During the second quarter of 2006, KCP&L suspended its coal conservation measures of reducing coal generation and does not anticipate additional coal conservation measures in the second half of 2006. However, an inability to obtain timely delivery of coal to meet generation requirements could materially impact KCP&L’s results of operations by increasing its cost to serve its retail customers and/or reducing wholesale MWh sales. Management is monitoring the situation closely and steps will be taken, as necessary, to maintain an adequate energy supply for KCP&L’s retail load and firm MWh sales.

STRATEGIC ENERGY BUSINESS OVERVIEW

Great Plains Energy indirectly owns 100% of Strategic Energy. Strategic Energy does not own any generation, transmission or distribution facilities. Strategic Energy provides competitive retail electricity supply services by entering into power supply contracts to supply electricity to its end-use customers. Of the states that offer retail choice, Strategic Energy operates in California, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania and Texas. Strategic Energy has begun expansion into Illinois, as well as into additional utility territories in New York. Deliveries in Illinois are expected to begin in 2007.

In addition to competitive retail electricity supply services, Strategic Energy also provides strategic planning, consulting and billing and scheduling services in the natural gas and electricity markets. The cost of supplying electric service to retail customers can vary widely by geographic market. This variability can be affected by many factors, including, but not limited to, geographic differences in the cost per MWh of purchased power, renewable energy requirements and capacity charges due to regional purchased power availability and requirements of other electricity providers and differences in transmission charges.

Strategic Energy provides services to approximately 55,600 commercial, institutional and small manufacturing accounts for approximately 16,300 customers including numerous Fortune 500 companies, smaller companies and governmental entities. Strategic Energy offers an array of products, including fixed price, index-based and month-to-month renewal products, designed to meet the various requirements of a diverse customer base. Strategic Energy’s volume-based customer retention rate, excluding month-to-month customers on market-based rates, was 54% for the three months ended and 52% year to date June 30, 2006. The corresponding volume-based customer retention rates including month-to-month customers on market-based rates were 65% and 63% , respectively. Retention rates for the three months ended and year to date June 30, 2006, are lower than Strategic Energy has experienced. The decline is attributable to customer contract expirations in midwestern states where the savings competitive suppliers can offer to customers are reduced or in some cases unavailable due to host utility default rates that are not aligned with market prices for power. In these states, customers can receive better rates from the host utility and are choosing to return to host utility service as their contracts with Strategic Energy expire. Management expects to have continued difficulty competing in these states until more competitive market-driven pricing mechanisms are in place or market prices for power decrease below host utility rates.

Management has repositioned sales and marketing efforts to focus on states that currently provide a more competitive pricing environment in relation to host utility default rates. In these states, Strategic

Energy continues to experience improvement in certain key metrics, including strong forecasted future MWh commitments (backlog) growth and longer contract durations. As a result, total backlog grew to 25.7 million at June 30, 2006, compared to 18.4 million at June 30, 2005, and average contract durations grew to 17 months from 14 months , respectively. Based solely on expected usage under current signed contracts, Strategic Energy has backlog of 8.5 million for the remainder of 2006, 8.9 million and 4.7 million for the years 2007 and 2008, respectively, and 3.6 million for 2009 through 2011. The combination of MWhs delivered in the first half of 2006 and backlog for the remainder of the year is 16.1 million. Total MWhs delivered in 2006 are projected to range from 16 to 18 million. Strategic Energy expects to deliver additional MWhs in 2007 through 2011 through new and renewed term contracts and MWh deliveries to month-to-month customers.

The average retail gross margin per MWh (retail revenues less retail purchased power divided by retail MWhs delivered) reflected in the 8.9 million MWhs of 2007 backlog is projected to be in the range of $4.50 to $5.50. This range excludes unrealized changes in fair value of non-hedging energy contracts and from hedge ineffectiveness because management does not predict the future impact of these unrealized changes. This range is higher than the retail gross margin per MWh for new customer contracts discussed below primarily due to more favorable customer and product mix. While this level of retail gross margin per MWh is currently in backlog, overall retail gross margin per MWh for 2007 is expected to end up slightly lower than the $4.50 to $5.50 range as sales to larger customers enter backlog later this year and early next year. Larger customers typically have shorter duration contracts and lower retail gross margins per MWh than smaller customers.

Management continues to expect Strategic Energy’s retail gross margin per MWh on new customer contracts entered into in 2006 to average from $3.00 to $4.00 , excluding unrealized changes in fair value of non-hedging energy contracts and from hedge ineffectiveness. Management expects to realize additional retail gross margin on fixed price contracts of up to $0.50 per MWh over the life of the contract. The additional expected margin is derived from management of the retail portfolio load requirements. These activities include benefits from financial transmission rights and auction revenue rights, short-term load balancing activities, short-term arbitrage activities and identifying and executing on favorable transmission paths. Actual retail gross margin per MWh may differ from these estimates.

GREAT PLAINS ENERGY RESULTS OF OPERATIONS

The following table summarizes Great Plains Energy’s comparative results of operations.


	Three Months Ended						Year to Date
	June 30						June 30
	2006			2005			2006			2005
	(millions)
Operating revenues	$	642.1		$	631.7		$	1,201.3		$	1,176.8
Fuel		(56.2	)		(44.8	)		(103.6	)		(86.3	)
Purchased power		(337.9	)		(355.6	)		(668.8	)		(645.0	)
Skill set realignment costs		(5.1	)		-			(14.5	)		-
Other operating expenses		(132.3	)		(131.5	)		(258.8	)		(266.5	)
Depreciation and amortization		(39.3	)		(38.2	)		(78.2	)		(76.1	)
Gain on property		0.7			1.0			0.6			1.5
Operating income		72.0			62.6			78.0			104.4
Non-operating income (expenses)		2.6			0.2			3.4			0.8
Interest charges		(17.8	)		(18.4	)		(35.1	)		(35.9	)
Income taxes		(18.9	)		(9.8	)		(10.2	)		(15.1	)
Minority interest in subsidiaries		-			(8.7	)		-			(7.8	)
Loss from equity investments		(0.3	)		(0.4	)		(0.6	)		(0.7	)
Income from continuing operations		37.6			25.5			35.5			45.7
Discontinued operations		-			(3.6	)		-			(3.6	)
Net income		37.6			21.9			35.5			42.1
Preferred dividends		(0.4	)		(0.4	)		(0.8	)		(0.8	)
Earnings available for common shareholders	$	37.2		$	21.5		$	34.7		$	41.3

Great Plains Energy’s earnings for the three months ended June 30, 2006, increased to $37.2 million, or $0.48 per share , from $21.5 million, or $0.29 per share , in the same period of 2005. Earnings year to date June 30, 2006, decreased to $34.7 million, or $0.46 per share , from $41.3 million, or $0.55 per share , compared to the same period of 2005.

Consolidated KCP&L’s net income increased $6.8 million for the three months ended and $8.5 million year to date June 30, 2006, compared to the same periods in 2005 due to higher retail and wholesale revenues and lower purchased power expenses. These increases to net income were partially offset by costs related to skill set realignments and increased fuel expense.

Strategic Energy’s net income increased $0.5 million for the three months ended and decreased $23.2 million year to date June 30, 2006, compared to the same periods in 2005. The year to date decrease was primarily the result of the impact of $37.9 million in changes in fair value related to non-hedging energy contracts and from cash flow hedge ineffectiveness.

Lower reductions in affordable housing investments partially offset by lower related tax credits increased other non-regulated operations net income for the three months ended and year to date June 30, 2006, compared to the same periods in 2005 by $3.9 million and $1.6 million , respectively.

CONSOLIDATED KCP&L RESULTS OF OPERATIONS

The following discussion of consolidated KCP&L results of operations includes KCP&L, an integrated, regulated electric utility and HSS, an unregulated subsidiary of KCP&L. References to KCP&L, in the discussion that follows, reflect only the operations of the utility. The following table summarizes consolidated KCP&L's comparative results of operations.


	Three Months Ended						Year to Date
	June 30						June 30
	2006			2005			2006			2005
	(millions)
Operating revenues	$	290.9		$	272.1		$	531.3		$	505.4
Fuel		(56.2	)		(44.8	)		(103.6	)		(86.3	)
Purchased power		(8.6	)		(16.8	)		(13.7	)		(28.3	)
Skill set realignment costs		(4.9	)		-			(14.2	)		-
Other operating expenses		(116.7	)		(114.8	)		(228.1	)		(234.6	)
Depreciation and amortization		(37.3	)		(36.7	)		(74.3	)		(73.1	)
Gain on property		0.7			-			0.6			0.5
Operating income		67.9			59.0			98.0			83.6
Non-operating income (expenses)		1.6			8.7			2.3			9.0
Interest charges		(15.0	)		(15.5	)		(29.9	)		(30.1	)
Income taxes		(18.7	)		(14.5	)		(22.6	)		(15.4	)
Minority interest in subsidiaries		-			(8.7	)		-			(7.8	)
Net income	$	35.8		$	29.0		$	47.8		$	39.3

Consolidated KCP&L Sales Revenues and MWh Sales


	Three Months Ended						Year to Date
	June 30				%		June 30				%
	2006		2005		Change		2006		2005		Change
Retail revenues	(millions)						(millions)
Residential	$	97.9	$	91.8		7	$	170.2	$	165.0		3
Commercial		115.0		111.7		3		207.5		203.0		2
Industrial		26.7		26.3		1		48.9		49.1		-
Other retail revenues		2.2		2.1		4		4.4		4.3		4
Total retail		241.8		231.9		4		431.0		421.4		2
Wholesale revenues		46.2		37.3		24		93.7		76.4		23
Other revenues		2.9		2.9		3		6.6		7.5		(13	)
KCP&L electric revenues		290.9		272.1		7		531.3		505.3		5
Subsidiary revenues		-		-		-		-		0.1		NM
Consolidated KCP&L revenues	$	290.9	$	272.1		7	$	531.3	$	505.4		5


	Three Months Ended			Year to Date
	June 30		%	June 30		%
	2006	2005	Change	2006	2005	Change
Retail MWh sales	(thousands)			(thousands)
Residential	1,305	1,223	7	2,463	2,403	2
Commercial	1,835	1,783	3	3,537	3,461	2
Industrial	555	548	1	1,064	1,058	1
Other retail MWh sales	20	19	7	42	40	6
Total retail	3,715	3,573	4	7,106	6,962	2
Wholesale MWh sales	1,078	1,038	4	2,182	2,248	(3	)
KCP&L electric MWh sales	4,793	4,611	4	9,288	9,210	1

Retail revenues increased $9.9 million for the three months ended and $9.6 million year to date June 30, 2006, compared to the same periods in 2005 primarily due to warmer weather in the second quarter of 2006. Residential usage per customer increased 6% for the three months ended June 30, 2006, driven by a 27% increase in cooling degree-days, which were 53% above normal.

Wholesale revenues increased $8.9 million for the three months ended and $17.3 million year to date June 30, 2006, compared to the same periods in 2005 primarily due to an increase in the average market price per MWh. Average market price per MWh increased 23% to $47.02 for the three months and 33% to $48.68 year to date primarily due to coal conservation in the region and higher natural gas prices during the first quarter. Wholesale MWh sales in 2006 remained relatively consistent with comparable periods in 2005 despite the greater availability of Wolf Creek, resulting from the spring 2005 outage, due to KCP&L’s lower coal base load capacity factor of 71% for the three months ended and year to date June 30, 2006, compared to 78% and 76% for the same periods in 2005. The lower capacity factor was due to KCP&L’s coal conservation efforts during the first half of 2006.

Consolidated KCP&L Fuel and Purchased Power


	Three Months Ended							Year to Date
	June 30				%			June 30				%
	2006		2005		Change			2006		2005		Change
Net MWhs Generated by Fuel Type	(thousands)							(thousands)
Coal		3,471		3,813		(9	)		6,878		7,416		(7	)
Nuclear		1,215		651		87			2,425		1,694		43
Natural gas and oil		175		103		70			176		101		75
Total Generation		4,861		4,567		6			9,479		9,211		3

Fuel expense increased $11.4 million for the three months ended and $17.3 million year to date June 30, 2006, compared to the same periods in 2005 due to the 6% and 3% increases, respectively, in MWhs generated and increased coal and coal transportation costs. KCP&L’s current coal and coal transportation contracts, including higher tariff rates being charged by Union Pacific, were entered into at higher average prices than related contracts in the same periods of 2005. KCP&L has filed a rate case complaint against Union Pacific with the STB and until the case is finalized, KCP&L is paying the tariff rates subject to refund. See Note 14 to the consolidated financial statements for more information.

Purchased power expense decreased $8.2 million for the three months ended and $14.6 million year to date June 30, 2006, compared to the same periods in 2005 primarily due to just under a 50% reduction in MWhs purchased for both periods and a $2.3 million and $5.9 million , respectively, decrease in capacity payments due to the expiration of two large contracts in the second quarter of 2005. KCP&L entered into new capacity contracts in June 2006. The reduction in MWhs purchased was due to

uneconomical purchased power prices and the increase in net MWhs generated as a result of the spring 2005 Wolf Creek refueling outage.

In August 2005, Hawthorn No. 5’s generator step-up transformer (GSU) failed. A spare GSU was installed in September 2005; however, the size of the spare GSU limited the net capacity of the unit to 500 MW. During June 2006, a new GSU was installed at Hawthorn No. 5 returning its net capacity to 563 MW. The outage for the installation lasted 14 days.

Consolidated KCP&L Other Operating Expenses (including other operating, maintenance and general taxes)

Consolidated KCP&L's other operating expenses for the three months ended June 30, 2006, were relatively unchanged when compared to the same period of 2005. Reflected in other operating expenses were increased production maintenance expenses of $3.0 million primarily due to more significant scheduled plant maintenance in 2006 offset by decreased pension expense of $2.7 million due to the regulatory accounting treatment of pension expense in accordance with MPSC and KCC orders, which was first recorded in the third quarter of 2005.

Consolidated KCP&L's other operating expenses decreased $6.5 million year to date June 30, 2006, compared to the same period of 2005 primarily due to decreased pension expense of $5.5 million due to the regulatory accounting treatment of pension expense and decreased expenses of $5.0 million due to restoration costs for a January 2005 ice storm and June 2005 wind storms. Partially offsetting these decreases were increased property tax expenses of $2.0 million due to higher assessed values and tax levies.

Consolidated KCP&L Skill Set Realignment and Pension Settlement Charges

Potential Future Pension Settlement Charges

Through 2010, approximately 24% of KCP&L’s current employees are eligible to retire with full pension benefits. The timing and number of employees retiring and selecting the lump-sum payment option could result in additional settlement charges that could materially affect KCP&L’s results of operations for 2006 and thereafter.

Strategic Energy Results of Operations

The following table summarizes Strategic Energy's comparative results of operations.


	Three Months Ended						Year to Date
	June 30						June 30
	2006			2005			2006			2005
	(millions)
Operating revenues	$	351.2		$	359.6		$	670.0		$	671.4
Purchased power		(329.3	)		(338.8	)		(655.1	)		(616.7	)
Other operating expenses		(13.4	)		(12.6	)		(25.9	)		(23.3	)
Depreciation and amortization		(2.0	)		(1.5	)		(3.9	)		(3.0	)
Operating income (loss)		6.5			6.7			(14.9	)		28.4
Non-operating income (expenses)		1.0			0.7			1.9			1.1
Interest charges		(0.6	)		(0.7	)		(0.9	)		(1.5	)
Income taxes		(2.7	)		(3.0	)		7.2			(11.5	)
Net income (loss)	$	4.2		$	3.7		$	(6.7	)	$	16.5

Retail MWhs delivered decreased 23% to 3.9 million for the three months ended and 22% to 7.6 million year to date June 30, 2006, compared to the same periods in 2005 due to the effect of market conditions in midwestern states and competition in other markets where Strategic Energy serves customers. The average retail gross margin per MWh improved to $5.32 for the three months ended and declined to $1.76 year to date June 30, 2006, compared to $3.87 and $5.43 for the same periods in 2005. The decline in the average retail gross margin per MWh year to date was primarily due to the impact of $37.9 million in changes in fair value related to non-hedging energy contracts and from cash flow hedge ineffectiveness.


	Three Months Ended					Year to Date
	June 30					June 30
	2006		2005			2006		2005
Average retail gross margin per MWh	$	5.32	$	3.87		$	1.76	$	5.43
Change in fair value related to non-hedging energy
contracts and from cash flow hedge ineffectiveness		0.52		(0.54	)		4.97		(0.80	)
Average retail gross margin per MWh without
fair value impacts	$	5.84	$	3.33		$	6.73	$	4.63

Average retail gross margin per MWh without fair value impacts is a non-GAAP financial measure that differs from GAAP because it excludes the impact of unrealized fair value gains or losses. Management and the Board of Directors use this as a measurement of Strategic Energy’s realized retail gross margin per delivered MWh, which are settled upon delivery at contracted prices. Fair value impacts result from changes in fair value of non-hedging energy contracts and from hedge ineffectiveness associated with MWhs under contract but not yet delivered. Due to their non-cash nature and volatility during periods prior to delivery, management believes excluding these fair value impacts results in a measure of retail gross margin per MWh that is more representative of contracted prices.

As detailed in the table above, average retail gross margin per MWh without the impact of unrealized fair value gains and losses increased to $5.84 for the three months ended and $6.73 year to date June 30, 2006, compared to $3.33 and $4.63 for the same periods in 2005. The increases for the three months ended and year to date June 30, 2006, were primarily due to the net impact of SECA

recoveries and charges as compared to the same periods of 2005. The net SECA impact increased average retail gross margin per MWh for the three months ended and year to date June 30, 2006, by $0.82 and $0.13, respectively, and decreased average retail gross margin per MWh in the same periods of 2005 by $1.40 and $0.74, respectively. The three months ended and year to date June 30, 2006, reflect recoveries from certain suppliers and retail customers of a portion of SECA charges incurred by Strategic Energy, partially offset in the three months ended by SECA charges incurred through the end of the March 2006 transition period. Strategic Energy was invoiced and recorded SECA charges in the three months ended June 30, 2005, totaling $7.2 million , which covered billings to Strategic Energy for the transition period beginning December 1, 2004, through June 30, 2005. Additional impacts to the average retail gross margin per MWh included increases primarily due to the management of retail portfolio load requirements, favorable product mix and settlements of supplier contracts. The increases were partially offset by higher customer acquisition fees in 2006. Additionally, the year to date increase was partially offset by a $1.2 million reduction of a gross receipts tax contingency in the first quarter of 2005.

Strategic Energy Purchased Power

Purchased power is the cost component of Strategic Energy’s average retail gross margin. Strategic Energy purchases electricity from power suppliers based on forecasted peak demand for its retail customers. Actual customer demand does not always equate to the volume purchased based on forecasted peak demand. Consequently, Strategic Energy makes short-term power purchases in the wholesale market when necessary to meet actual customer requirements. Strategic Energy also sells any excess retail electricity supply over actual customer requirements back into the wholesale market. These sales occur on many contracts, are usually short-term power sales (day ahead) and typically settle within the reporting period. Excess retail electricity supply sales also include long-term and short-term forward physical sales to wholesale counterparties, which are accounted for on a mark-to-market basis. Strategic Energy typically executes these transactions to manage basis and credit risks. The proceeds from excess retail supply sales are recorded as a reduction of purchased power, as they do not represent the quantity of electricity consumed by Strategic Energy’s customers. The amount of excess retail supply sales that reduced purchased power was $62.7 million for the three months ended and $114.1 million year to date June 30, 2006, compared to $30.8 million and $55.3 million for the same periods of 2005. Additionally, in certain markets, load-serving entities are required to sell to and purchase power from a RTO/ISO rather than directly transact with suppliers and end use customers. The sale and purchase activity related to these certain RTO/ISO markets is reflected on a net basis in Strategic Energy’s purchased power.

Strategic Energy utilizes derivative instruments, including forward physical delivery contracts, in the procurement of electricity. Purchased power is also impacted by the net change in fair value related to non-hedging energy contracts and from cash flow hedge ineffectiveness. Net changes in fair value increased purchased power expenses by $2.0 million for the three months ended and $37.9 million year to date June 30, 2006, compared to reductions of $2.8 million and $7.8 million for the same periods in 2005. See Note 17 to the consolidated financial statements for more information.

OTHER NON-REGULATED ACTIVITIES

Investment in Affordable Housing Limited Partnerships - KLT Investments

KLT Investments Inc.’s (KLT Investments) net income for the three months ended June 30, 2006, totaled $1.4 million (including an insignificant after-tax reduction in its affordable housing investment) compared to a $2.5 million net loss for the three months ended June 30, 2005 (including an after tax reduction of $5.3 million in its affordable housing investment). KLT Investments accrued tax credits related to its investments in affordable housing limited partnerships of $2.3 million and $3.9 million for the three months ended June 30, 2006 and 2005, respectively. Net income year to date June 30, 2006, totaled $2.1 million (including an after tax reduction of $0.7 million in its affordable housing investment)

compared to net income of $0.5 million year to date June 30, 2005 (including an after tax reduction of $5.3 million in its affordable housing investment). KLT Investments’ net income included accrued tax credits of $4.6 million and $7.8 million year to date June 30, 2006 and 2005, respectively.

At June 30, 2006, KLT Investments had $25.4 million in affordable housing limited partnerships. Approximately 61% of these investments were recorded at cost; the equity method was used for the remainder. Tax expense is reduced in the year tax credits are generated. The investments generate future cash flows from tax credits and tax losses of the partnerships. The investments also generate cash flows from sales of the properties. For most investments, tax credits are received over ten years. A change in accounting principle relating to investments made after May 19, 1995, requires the use of the equity method when a company owns more than 5% in a limited partnership investment. Of the investments recorded at cost, $15.1 million exceed this 5% level but were made before May 19, 1995. Management does not anticipate making additional investments in affordable housing limited partnerships at this time.

On a quarterly basis, KLT Investments compares the cost of properties accounted for by the cost method to the total of projected residual value of the properties and remaining tax credits to be received. Based on the latest comparison, KLT Investments reduced its investments in affordable housing limited partnerships by $0.1 million and $1.2 million for the three months ended and year to date June 30, 2006, respectively, compared to $8.6 million for the three months ended and year to date June 30, 2005. Pre-tax reductions in affordable housing investments are estimated to be insignificant for the remainder of 2006 and $2 million for 2007. These projections are based on the latest information available but the ultimate amount and timing of actual reductions could be significantly different from the above estimates. Even after these estimated reductions, net income from the investments in affordable housing is expected to be positive for 2006 through 2008 . The properties underlying the partnership investment are subject to certain risks inherent in real estate ownership and management.

GREAT PLAINS ENERGY AND CONSOLIDATED KCP&L Significant Balance Sheet Changes (June 30, 2006 compared to December 31, 2005)

Great Plains Energy’s and consolidated KCP&L’s receivables increased $31.3 million and $27.5 million, respectively. KCP&L’s receivables increased $19.6 million due to seasonal increases from higher summer tariff rates and usage and $13.8 million due to additional receivables from joint owners related to Iatan No. 2. Partially offsetting these increases was a $6.3 million decrease in KCP&L’s wholesale receivables primarily due to lower market prices resulting from lower natural gas prices.

·	Great Plains Energy’s and consolidated KCP&L’s fuel inventories increased $12.8 million primarily due to coal conservation, scheduled plant outages and improved railroad performance in delivering coal during the first half of 2006.

Great Plains Energy’s combined deferred income taxes - current assets and deferred income taxes - current liabilities changed from a liability of $1.3 million at December 31, 2005, to an asset of $31.5 million. The change in the fair value of Strategic Energy’s energy-related derivative instruments increased the asset $28.2 million. Consolidated KCP&L’s deferred income taxes - current assets increased $3.7 million primarily due to the timing of the Wolf Creek refueling outage.

Great Plains Energy’s derivative instruments, including current and deferred assets and liabilities, decreased $103.8 million primarily due to a $108.4 million decrease in the fair value of Strategic Energy’s energy-related derivative instruments as a result of decreases in the forward market prices for power compounded by increased contract volume. Consolidated KCP&L’s

derivative instruments, including current and deferred assets and liabilities, increased $4.6 million to reflect the $8.8 million change in the fair value of Forward Starting Swaps offset by a $3.5 million decrease in the fair value of commodity derivatives resulting from decreasing gas prices and a $0.7 million decrease in the fair value of EIRR swaps.

Great Plains Energy’s and consolidated KCP&L’s construction work in progress increased $118.7 million primarily due to $78.1 million related to KCP&L’s comprehensive energy plan, including $45.5 million for wind generation, $14.2 million for environmental upgrades and $18.4 million related to Iatan No. 2.

·	Great Plains Energy’s and consolidated KCP&L’s regulatory assets increased $25.3 million primarily due to the regulatory accounting treatment for pension expense and the change in Wolf Creek depreciable life for regulatory purposes in accordance with MPSC and KCC orders.

·	Great Plains Energy’s and consolidated KCP&L’s prepaid pension costs decreased $14.8 million and $14.5 million, respectively, due to 2006 pension expense accruals, including pension settlement charges of $6.8 million, in excess of contributions.

·	Great Plains Energy’s and consolidated KCP&L’s commercial paper increased $50.5 million primarily to support expenditures related to the comprehensive energy plan.

·	Great Plains Energy’s and consolidated KCP&L’s accounts payable decreased $15.6 million and $13.0 million primarily due to the timing of cash payments partially offset by higher coal and coal transportation costs and increased natural gas purchases during June 2006.

·	Great Plains Energy’s and consolidated KCP&L’s accrued taxes increased $24.3 million and $30.4 million, respectively, primarily due to the timing of property tax payments and income taxes currently payable due to year to date June 30, 2006, taxable income.

·	Great Plains Energy’s and consolidated KCP&L’s accrued payroll and vacations decreased $6.6 million and $2.7 million primarily due to the payout of employee incentive compensation accrued at December 31, 2005, partially offset by incentive compensation accruals for 2006.

·	Great Plains Energy’s accumulated other comprehensive loss increased $35.3 million primarily due to changes in the fair value of Strategic Energy’s energy related derivative instruments mostly due to decreases in the forward market prices for power compounded by increased contract volume.

Great Plains Energy’s long-term debt decreased $389.7 million primarily to reflect FELINE PRIDES Senior Notes and consolidated KCP&L’s $225.0 million 6.00% Senior Notes as current maturities. Current maturities of long-term debt for the respective companies increased as a result of these classifications.

CAPITAL REQUIREMENTS AND LIQUIDITY

Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries. Great Plains Energy’s ability to make payments on its debt securities and its ability to pay dividends is dependent on its receipt of dividends or other distributions from its subsidiaries and proceeds from the issuance of its securities.

Great Plains Energy’s capital requirements are principally comprised of KCP&L’s utility construction and other capital expenditures, debt maturities and credit support provided to Strategic Energy. These items as well as additional cash and capital requirements for the companies are discussed below.

Great Plains Energy's liquid resources at June 30, 2006, consisted of $96.2 million of cash and cash equivalents on hand, including $3.9 million at consolidated KCP&L, and $916.1 million of unused bank lines of credit. The unused lines consisted of $317.6 million from KCP&L's revolving credit facility, $76.4 million from Strategic Energy’s revolving credit facility and $522.1 million from Great Plains Energy's revolving credit facility. See the Debt Agreements section below for more information on these agreements. At July 31, 2006, Great Plains Energy's unused bank lines of credit decreased $45.4 million from the amount at June 30, 2006, due to a $25.5 million decrease at consolidated KCP&L and a $19.9 million decrease due to more letters of credit outstanding due to a combination of higher collateral requirements at Strategic Energy and more emphasis on using Great Plains Energy’s facilities for credit support due to its lower cost. The $25.5 million decrease at consolidated KCP&L is due to an increase in commercial paper outstanding used to fund comprehensive energy plan expenditures.

KCP&L currently expects to fund its comprehensive energy plan from a combination of internal and external sources including, but not limited to, contributions from rate increases, capital contributions to KCP&L from Great Plains Energy's proceeds of new equity financing and 2004 FELINE PRIDES equity in 2007, new short and long-term debt financing and internally generated funds.

KCP&L expects to meet day-to-day cash flow requirements including interest payments, construction requirements (excluding its comprehensive energy plan), dividends to Great Plains Energy and pension benefit plan funding requirements, discussed below, with internally generated funds. KCP&L might not be able to meet these requirements with internally generated funds because of the effect of inflation on operating expenses, the level of MWh sales, regulatory actions, compliance with future environmental regulations and the availability of generating units. The funds Great Plains Energy and consolidated KCP&L need to retire maturing debt will be provided from operations, the issuance of long and short-term debt and/or the issuance of equity or equity-linked instruments. In addition, the Company may issue debt, equity and/or equity-linked instruments to finance growth or take advantage of new opportunities.

Strategic Energy expects to meet day-to-day cash flow requirements including interest payments, credit support fees, capital expenditures and dividends to Great Plains Energy with internally generated funds. Strategic Energy might not be able to meet these requirements with internally generated funds because of the effect of inflation on operating expenses, the level of MWh sales, seasonal working capital requirements, commodity-price volatility and the effects of counterparty non-performance.

Cash Flows from Operating Activities

Great Plains Energy and consolidated KCP&L generated positive cash flows from operating activities for the periods presented. The increase in cash flows from operating activities for Great Plains Energy and consolidated KCP&L year to date June 30, 2006, compared to the same period in 2005 was primarily due to KCP&L’s $65.0 million change in cash flows from accounts receivable as a result of the January 2005 termination of KCP&L’s previous customer accounts receivables sales agreement. The timing of the Wolf Creek outage affects the refueling outage accrual, deferred income taxes and amortization of nuclear fuel. Other changes in working capital detailed in Note 4 to the consolidated financial statements also impacted operating cash flows. The individual components of working capital vary with normal business cycles and operations.

Cash Flows from Investing Activities

Great Plains Energy’s and consolidated KCP&L’s cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property. Investing activities are offset by the proceeds from the sale of properties and insurance recoveries. During 2006, KCP&L’s cash utility capital expenditures included $75.2 million related to KCP&L’s comprehensive energy plan, $11.0 million to upgrade a transmission line and $13.8 million to purchase automated

meter reading equipment. During 2005, KCP&L’s capital expenditures included the exercise of its early termination option in the combustion turbine synthetic lease to purchase the leased property for $154.0 million. Additionally in 2005, KCP&L received $10.0 million of insurance recoveries related to Hawthorn No. 5.

Cash Flows from Financing Activities

The change in Great Plains Energy’s cash flows from financing activities year to date June 30, 2006, compared to the same period in 2005 reflects Great Plains Energy’s May 2006 proceeds of $144.3 million from the issuance of 5.2 million shares of common stock at $27.50 per share. Fees related to this issuance were $5.2 million. Great Plains Energy used the proceeds to make a $134.6 million equity contribution to KCP&L. KCP&L’s equity contribution proceeds were offset by lower short-term borrowings year to date June 30, 2006, compared to the same period in 2005, due to the 2005 purchase of the combustion turbine synthetic lease property.

Significant Financing Activities

KCP&L’s long-term financing activities are subject to the authorization of the MPSC. In November 2005, the MPSC authorized KCP&L to issue up to $635.0 million of long-term debt and to enter into interest rate hedging instruments in connection with such debt through December 31, 2009. KCP&L utilized $250.0 million of this amount with the issuance of its 6.05% unsecured senior notes maturing in 2035 leaving $385.0 million of authorization remaining. Under stipulations with the MPSC and KCC, Great Plains Energy and KCP&L maintain common equity at not less than 30% and 35%, respectively, of total capitalization.

During 2006, FERC authorized KCP&L to issue up to a total of $600.0 million in outstanding short-term debt instruments through February 2008. The authorizations are subject to four restrictions: (i) proceeds of debt backed by utility assets must be used for utility purposes; (ii) if any utility assets that secure authorized debt are divested or spun off, the debt must follow the assets and also be divested or spun off; (iii) if any proceeds of the authorized debt are used for non-utility purposes, the debt must follow the non-utility assets (specifically, if the non-utility assets are divested or spun off, then a proportionate share of the debt must follow the divested or spun off non-utility assets); and (iv) if utility assets financed by the authorized short-term debt are divested or spun off to another entity, a proportionate share of the debt must also be divested or spun off.

During 2006, KCP&L entered into two Forward Starting Swaps with a combined notional principal amount of $225.0 million to effectively remove most of the interest rate and credit spread uncertainty with respect to the anticipated refinancing of KCP&L’s $225.0 million senior notes that mature in March 2007. See Note 17 to the consolidated financial statements. KCP&L is planning to file a shelf registration statement in the second half of 2006 for authority to issue long-term debt securities to refinance these senior notes, as well as to finance capital expenditures and to meet other general corporate requirements.

In the second quarter of 2006, KCP&L completed an exchange of $250.0 million privately placed notes for $250.0 million registered 6.05% unsecured senior notes maturing in 2035 to fulfill its obligations under a 2005 registration rights agreement.

Debt Agreements

Strategic Energy has a $135 million revolving credit facility with a group of banks that expires in June 2009. So long as Strategic Energy is in compliance with the agreement, it may increase this amount by up to $15 million by increasing the commitment of one or more lenders that have agreed to such increase, or by adding one or more lenders with the consent of the administrative agent. Great Plains Energy has guaranteed $25.0 million of this facility. A default by Strategic Energy on other indebtedness, as defined in the facility, totaling more than $7.5 million is a default under the facility. Under the terms of this agreement, Strategic Energy is required to maintain a minimum net worth of $75.0 million, a minimum fixed charge coverage ratio of at least 1.05 to 1.00 and a minimum debt service coverage ratio of at least 4.00 to 1.00, as those terms are defined in the agreement. In addition, under the terms of this agreement, Strategic Energy is required to maintain a maximum funded indebtedness to EBITDA ratio, as defined in the agreement, of 3.00 to 1.00, on a quarterly basis through June 30, 2007, and 2.75 to 1.00 thereafter. In the event of a breach of one or more of these four covenants, so long as no other default has occurred, Great Plains Energy may cure the breach through a cash infusion, a guarantee increase or a combination of the two. At June 30, 2006, Strategic Energy was in compliance with these covenants. At June 30, 2006, $58.6 million in letters of credit had been issued and there were no cash borrowings under the agreement.

Great Plains Energy has agreements with KLT Investments associated with notes KLT Investments issued to acquire its affordable housing investments. Great Plains Energy has agreed not to take certain actions including, but not limited to, merging, dissolving or causing the dissolution of KLT Investments, or withdrawing amounts from KLT Investments if the withdrawals would result in KLT Investments not being in compliance with minimum net worth and cash balance requirements. The agreements also give KLT Investments’ lenders the right to have KLT Investments repurchase the notes if Great Plains Energy’s senior debt rating falls below investment grade or if Great Plains Energy ceases to own at least 80% of KCP&L’s stock. At June 30, 2006, KLT Investments had $1.7 million in outstanding notes, including current maturities.

KCP&L Projected Utility Capital Expenditures

KCP&L's utility capital expenditure plan is subject to continual review and change and includes utility capital expenditures related to KCP&L's comprehensive energy plan for environmental investments and new capacity. Based on the latest information available, management believes approximately $85 million originally estimated to be expended in 2009 related to Iatan No. 2 will be expended in 2007, raising projected 2007 expenditures reported in the companies’ 2005 Form 10-K for Iatan No. 2 from $120.4 million to approximately $205 million. Although contracting is not complete, developing market conditions indicate a potential increase in the overall cost estimates of the comprehensive energy plan in the range of 10% to 20%. The primary drivers are increases in materials and labor costs and some scope additions. Management anticipates completion of its definitive estimates later in 2006 upon finalizing the largest of the Iatan No. 2 contracts covering the boiler and air quality control systems and after review of these estimates with the Company’s Board of Directors. The definitive estimates could be materially different than the current estimates; however, management is confident that project costs will be competitive with other similar projects built in the same timeframe.

Pensions

The Company maintains defined benefit plans for substantially all employees of KCP&L, Services and WCNOC and incurs significant costs in providing the plans, with the majority incurred by KCP&L. At a minimum, plans are funded on an actuarial basis to provide assets sufficient to meet benefits to be paid to plan participants consistent with the funding requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and further contributions may be made when deemed financially advantageous.

Year to date June 30, 2006, the Company has contributed $16.5 million to the plans and expects to contribute an additional $3.3 million during the remainder of 2006, all of which will be paid by KCP&L. Management believes the Company has adequate access to capital resources through cash flows from operations or through existing lines of credit to support the funding requirements.

Participants in the plans may request a lump-sum cash payment upon termination of their employment. A change in payment assumptions, including the amount and timing of lump-sum distributions, could result in increased cash requirements from pension plan assets with the Company being required to accelerate future funding. Under the terms of the pension plans, the Company reserves the right to amend or terminate the plans, and from time to time benefits have changed.

Legislative changes have been proposed that would alter the manner in which pension plan assets and liabilities are valued for purposes of calculating required pension contributions and change the timing and manner in which required contributions to underfunded plans are made. If these proposals are adopted, the funding requirements could be significantly affected.

Strategic Energy Supplier Concentration and Credit

Strategic Energy enters into forward physical contracts with multiple suppliers. At June 30, 2006, Strategic Energy’s five largest suppliers under forward supply contracts represented 76 % of the total

future dollar committed purchases. Strategic Energy’s five largest suppliers, or their guarantors, are rated investment grade. In the event of supplier non-delivery or default, Strategic Energy’s results of operations could be affected to the extent the cost of replacement power exceeded the combination of the contracted price with the supplier and the amount of collateral held by Strategic Energy to mitigate its credit risk with the supplier. In addition to the collateral, if any, that the supplier provides, Strategic Energy’s risk may be further mitigated by the obligation of the supplier to make a default payment equal to the shortfall and to pay liquidated damages in the event of a failure to deliver power. There is no assurance that the supplier in such an instance would make the default payment and/or pay liquidated damages. Strategic Energy’s results of operations and financial position could also be affected, in a given period, if it were required to make a payment upon termination of a supplier contract to the extent the contracted price with the supplier exceeded the market value of the contract at the time of termination.

The following tables provide information on Strategic Energy’s credit exposure to suppliers, net of collateral, at June 30, 2006.


							Number Of		Net Exposure Of
							Counterparties		Counterparties
	Exposure						Greater Than		Greater Than
	Before Credit		Credit		Net		10% Of Net		10% of Net
Rating	Collateral		Collateral		Exposure		Exposure		Exposure
External rating	(millions)								(millions)
Investment Grade	$	46.4	$	-	$	46.4		1	$	30.7
Non-Investment Grade		10.8		10.8		-		-		-
Internal rating
Investment Grade		0.3		-		0.3		-		-
Non-Investment Grade		1.2		1.0		0.2		-		-
Total	$	58.7	$	11.8	$	46.9		1	$	30.7


Maturity Of Credit Risk Exposure Before Credit Collateral
	Less Than					Total
Rating	2 Years			2 - 5 Years		Exposure
External rating	(millions)
Investment Grade	$	46.1		$	0.3	$	46.4
Non-Investment Grade		6.1			4.7		10.8
Internal rating
Investment Grade		0.3			-		0.3
Non-Investment Grade		(0.3	)		1.5		1.2
Total	$	52.2		$	6.5	$	58.7

External ratings are determined by using publicly available credit ratings of the counterparty. If a counterparty has provided a guarantee by a higher rated entity, the determination has been based on the rating of its guarantor. Internal ratings are determined by, among other things, an analysis of the counterparty’s financial statements and consideration of publicly available credit ratings of the counterparty’s parent. Investment grade counterparties are those with a minimum senior unsecured debt rating of BBB- from Standard & Poor’s or Baa3 from Moody’s Investors Service. Exposure before credit collateral has been calculated considering all netting agreements in place, netting accounts payable and receivable exposure with net mark-to-market exposure. Exposure before credit collateral, after consideration of all netting agreements, is impacted significantly by the power supply volume under contract with a given counterparty and the relationship between current market prices and contracted power supply prices. Credit collateral includes the amount of cash deposits and letters of

credit received from counterparties. Net exposure has only been calculated for those counterparties to which Strategic Energy is exposed and excludes counterparties exposed to Strategic Energy.

In December 2005, Calpine Energy Services filed a motion in bankruptcy court seeking to reject a power sales agreement with Strategic Energy. In the second quarter of 2006, Strategic Energy terminated its agreement with Calpine Energy Services, which did not materially affect results of operations.

Strategic Energy’s total exposure before credit collateral at June 30, 2006, decreased $166.6 million from December 31, 2005, primarily due to lower wholesale electricity prices. At June 30, 2006, Strategic Energy had exposure before collateral to non-investment grade counterparties totaling $12.0 million, of which 48 % is scheduled to mature in less than two years. In addition, Strategic Energy held collateral totaling $11.8 million limiting its exposure to these non-investment grade counterparties to $0.2 million.

Strategic Energy contracts with national and regional counterparties that have direct supplies and assets in the region of demand. Strategic Energy also manages its counterparty portfolio through disciplined margining, collateral requirements and contract-based netting of credit exposures against payable balances.

Supplemental Capital Requirements and Liquidity Information

Off-Balance Sheet Arrangements

In the normal course of business, Great Plains Energy and certain of its subsidiaries enter into various agreements providing financial or performance assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees, stand-by letters of credit and surety bonds. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiaries’ intended business purposes. Great Plains Energy’s guarantees provided on behalf of Strategic Energy for its power purchases and regulatory requirements increased $55.0 million to $177.0 million at June 30, 2006, compared to $122.0 million at December 31, 2005. This increase is comprised of $15.5 million in direct guarantees and $39.4 million of letters of credit and is due to a combination of higher collateral requirements at Strategic Energy and more emphasis on using Great Plains Energy’s facilities for credit support due to its lower cost. Consolidated KCP&L’s guarantees of $3.9 million at June 30, 2006, were unchanged from December 31, 2005.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Great Plains Energy and consolidated KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices. Market risks are handled in accordance with established policies, which may include entering into various derivative transactions. In the normal course of business, Great Plains Energy and consolidated KCP&L also face risks that are either non- financial or non-quantifiable. Such risks principally include business, legal, regulatory, operational and credit risks and are discussed elsewhere in this document as well as in the 2005 Form 10-K and therefore are not represented here.

Great Plains Energy and consolidated KCP&L interim period disclosures about market risk included in quarterly reports on Form 10-Q address material changes, if any, from the most recently filed annual report on Form 10-K. Therefore, these interim period disclosures should be read in connection with Item 7A. Quantitative and Qualitative Disclosures About Market Risk, included in the companies’ 2005 Form 10-K, incorporated herein by reference. There have been no material changes in Great Plains Energy’s or consolidated KCP&L’s market risk since December 31, 2005.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Great Plains Energy and KCP&L carried out evaluations of their disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the fiscal quarter ended June 30, 2006. These evaluations were conducted under the supervision, and with the participation, of each company’s management, including the chief executive officer and chief financial officer of each company and the companies’ disclosure committee.

Based upon these evaluations, the chief executive officer and chief financial officer of Great Plains Energy, and the chief executive officer and chief financial officer of KCP&L, respectively, have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Great Plains Energy and KCP&L are functioning effectively to provide reasonable assurance that: (i) the information required to be disclosed by the respective companies in the reports that they file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) the information required to be disclosed by the respective companies in the reports that they file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to their respective management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in Great Plains Energy’s or KCP&L’s internal control over financial reporting that occurred during the quarterly period ended June 30, 2006, that has materially affected, or is reasonably likely to materially affect, those companies’ internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

KCP&L Stipulations and Agreements

On March 28, 2005, and April 27, 2005, KCP&L filed Stipulations and Agreements with the MPSC and KCC, respectively, containing a regulatory plan and other provisions. The MPSC issued its Report and Order, approving the Stipulation and Agreement, on July 28, 2005, and KCC issued its Order Approving Stipulation and Agreement on August 5, 2005. On September 22, 2005, the Sierra Club and Concerned Citizens of Platte County, two nonprofit corporations, filed a petition for review in the Circuit Court of Cole County, Missouri, seeking to review and set aside the MPSC Report and Order. On

March 13, 2006, the Circuit Court affirmed the MPSC Order. On April 21, 2006, the Sierra Club filed a Notice of Appeal from the Circuit Court decision to the Missouri Court of Appeals, Western District. On October 21, 2005, the Sierra Club filed a petition for review in the District Court of Shawnee County, Kansas, seeking to set aside or remand the KCC order. The Kansas District Court denied the Sierra Club’s appeal on May 1, 2006, and the Sierra Club has appealed to the Kansas Court of Appeals. Although subject to the appeals, the MPSC and KCC orders remain in effect pending the court’s decision.

Hawthorn No. 5 Litigation

KCP&L filed suit on April 3, 2001, in Jackson County, Missouri Circuit Court against multiple defendants who are alleged to have responsibility for the 1999 boiler explosion at KCP&L’s Hawthorn No. 5 generating unit, which was subsequently reconstructed and returned to service. KCP&L and National Union Fire Insurance Company of Pittsburgh, Pennsylvania (National Union) entered into a subrogation allocation agreement under which recoveries in this suit are generally allocated 55% to National Union and 45% to KCP&L. Certain defendants were dismissed from the suit and various defendants settled, with KCP&L receiving a total of $38.2 million under the terms of the subrogation allocation agreement. Trial of this case with the one remaining defendant resulted in a March 2004 jury verdict finding KCP&L’s damages as a result of the explosion were $452 million. After deduction of amounts received from pre-trial settlements with other defendants and an amount for KCP&L’s comparative fault (as determined by the jury), the verdict would have resulted in an award against the defendant of approximately $97.6 million (of which KCP&L would have received $33 million pursuant to the subrogation allocation agreement after payment of attorney’s fees). In response to post-trial pleadings filed by the defendant, in May 2004, the trial judge reduced the award against the defendant to $0.2 million. Both KCP&L and the defendant appealed this case to the Court of Appeals for the Western District of Missouri, and on May 9, 2006, the Court of Appeals ordered the Circuit Court to enter judgment in KCP&L’s favor in accordance with the jury verdict. The defendant has filed a motion for transfer of this case to the Missouri Supreme Court.

Framatome

In 2005, WCNOC filed a lawsuit on behalf of itself, KCP&L and the other two Wolf Creek owners against Framatome ANP, Inc., and Framatome ANP Richland, Inc. (Framatome) in the District Court of Coffey County, Kansas. The suit alleged various claims against Framatome related to the proposed design, licensing and installation of a digital control system. The suit sought recovery of approximately $16 million in damages from Framatome. Framatome removed the case to U.S. District Court for the District of Kansas. Thereafter, the plaintiffs filed a motion to remand the case back to Coffey County District Court, which was granted. Framatome filed a counterclaim against the three Wolf Creek owners seeking recovery of damages alleged to be in excess of $20 million. In May 2006, the parties settled this case. The settlement had no significant impact on KCP&L’s results of operations or financial position.

Weinstein v. KLT Telecom

shares of Holdings stock. The put option provided for an aggregate exercise price for the remaining shares equal to their fair market value with an aggregate floor amount of $15 million and was exercisable between September 1, 2003, and August 31, 2005. In June 2003, the stock of Holdings was cancelled and extinguished pursuant to the joint Chapter 11 plan confirmed by the Bankruptcy Court. In September 2003, Weinstein delivered a notice of exercise of his claimed rights under the put option. KLT Telecom rejected the notice of exercise, and Weinstein filed suit alleging breach of contract. Weinstein sought damages of at least $15 million, plus statutory interest. In April 2005, summary judgment was granted in favor of KLT Telecom, and Weinstein appealed this judgment to the Missouri Court of Appeals for the Eastern District. On May 16, 2006, the Court of Appeals affirmed the judgment. Weinstein has filed a motion for transfer of this case to the Missouri Supreme Court. The $15 million reserve has not been reversed pending the outcome of the appeal process.

ITEM 1A. RISK FACTORS

Actual results in future periods for Great Plains Energy and consolidated KCP&L could differ materially from historical results and the forward-looking statements contained in this report. Factors that might cause or contribute to such differences include, but are not limited to, those discussed below and in Item 1A. Risk Factors included in the companies’ 2005 Form 10-K. The companies’ business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results, and are often beyond the companies’ control. Additional risks and uncertainties not presently known or that the companies’ management currently believes to be immaterial may also adversely affect the companies. The information presented below updates the risk factors described in the companies’ 2005 Form 10-K. This information, as well as the other information included in this report and in the other documents filed with the SEC, should be carefully considered before making an investment in the securities of Great Plains Energy and KCP&L. Risk factors of consolidated KCP&L are also risk factors for Great Plains Energy.

The outcome of KCP&L’s pending retail rate proceedings, which could have a material impact on its business, are largely outside its control.

The rates that KCP&L is allowed to charge its customers are the single most important item influencing its results of operations, financial position and liquidity. These rates are subject to the determination, in large part, of governmental entities outside of KCP&L’s control, including the MPSC, KCC and FERC. Decisions made by these entities could have a material impact on KCP&L’s business including its results of operations, financial position, or liquidity.

In February 2006, for the first time in 20 years, KCP&L filed with the MPSC and KCC requests to increase the rates it is permitted to charge its retail customers in Missouri and Kansas, respectively. In these initial filings KCP&L is seeking an increase in annual rates of 11.5% in Missouri and 10.5% in Kansas. The requested rate increases are subject to the approval of the MPSC and KCC, which are expected to rule by December 2006. It is possible that the MPSC and/or KCC will authorize a lower rate increase than what KCP&L has requested, or no increase or a rate reduction. Management cannot predict or provide any assurances regarding the outcome of these proceedings. Any rate changes approved by the MPSC and KCC are expected to take effect on January 1, 2007.

As a part of the Missouri and Kansas stipulations approved by the MPSC and KCC in 2005, KCP&L undertook to implement a Comprehensive Energy Plan (Plan). Under the Plan, KCP&L will undertake certain projects, including building and owning a portion of Iatan No. 2, installing a new wind-powered generating facility, and installing environmental upgrades to certain existing plants. A reduction or rejection by the MPSC or KCC of rate increase requests may result in increased financing requirements for KCP&L. This could have a material impact on its results of operations, financial position or liquidity.

In response to competitive, economic, political, legislative and regulatory pressures, KCP&L may be subject to rate moratoriums, rate refunds, limits on rate increases or rate reductions, including phase-in plans. Any or all of these could have a significant adverse effect on KCP&L’s results of operations, financial position or liquidity.

KCP&L has Retirement-Related Risks

Through 2010, approximately 24% of KCP&L’s current employees will be eligible to retire with full pension benefits. Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to the new employees, may adversely affect KCP&L’s ability to manage and operate its business.

Substantially all of KCP&L’s employees participate in defined benefit and postretirement plans. If KCP&L employees retire when they become eligible for retirement through 2010, or if KCP&L’s plans experience adverse market returns on their investments, or if interest rates materially fall, KCP&L’s pension expense and contributions to the plans could rise substantially over historical levels. KCP&L expects to recognize additional pension settlement charges in 2006 resulting from employees retiring and electing to receive the pension benefit lump-sum payment option. The current estimate of additional expense related to pension settlement charges, based on retirement-eligible employees who left the company through July 2006, is approximately $7 million. The actual pension settlement charges in 2006 will depend on actual pension plan results during the pension plan year and the number of employees retiring throughout the year who select the lump-sum payment option. The amount of expense related to pension settlement charges to be recognized in 2006 may be materially greater than the current estimate. The timing and number of employees retiring after 2006 and selecting the lump-sum payment option could result in further pension settlement charges that could materially affect KCP&L’s results of operations. KCP&L has requested regulatory accounting treatment from MPSC and KCC to defer pension settlement charges, retroactive to January 1, 2006, and amortize the deferred amount over a five-year period to be established in the rate proceeding following the current 2006 proceedings. At June 30, 2006, no amounts were deferred pending the outcome of this request. In addition, assumptions related to future costs, returns on investments, interest rates and other actuarial assumptions, including projected retirements, have a significant impact on KCP&L’s results of operations and financial position. Proposed legislation pending in Congress on pension reform could result in increased pension funding requirements. The FASB has a project to reconsider the accounting for pensions and other post-retirement benefits. This project may result in accelerated expense, liability recognition and contributions.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Great Plains Energy

Great Plains Energy’s annual meeting of shareholders was held on May 2, 2006. The shareholders elected eleven directors and ratified the appointment of Deloitte & Touch LLP as independent auditors.

The eleven persons named below were elected, as proposed in the proxy statement, to serve as directors until Great Plains Energy’s annual meeting in 2007 and until their successors are elected and qualified.

Nominee	Votes For	Votes Withheld	Total Votes *
David L. Bodde	65,941,374	1,103,235	67,044,609
Michael J. Chesser	65,880,647	1,163,963	67,044,610
William H. Downey	65,877,877	1,166,732	67,044,609
Mark A. Ernst	57,646,323	9,398,287	67,044,610
Randall C. Ferguson, Jr.	66,048,234	996,375	67,044,609
William K. Hall	65,982,503	1,062,106	67,044,609
Luis A. Jimenez	66,040,620	1,003,989	67,044,609
James A. Mitchell	66,014,343	1,028,267	67,042,610
William C. Nelson	65,986,984	1,057,626	67,044,610
Linda H. Talbot	65,860,476	1,184,133	67,044,609
Robert H. West	65,870,782	1,173,827	67,044,609

*No votes were cast against the nominees due to cumulative voting.

Great Plains Energy shareholders ratified the appointment of Deloitte & Touche LLP as independent auditors for 2006. The voting regarding the appointment was as follows:

		Votes For		Votes Against		Abstentions		Total Votes
Deloitte & Touche LLP		66,256,666		461,879		326,061		67,044,606

KCP&L

Great Plains Energy is KCP&L’s sole shareholder. By a unanimous written consent dated as of May 2, 2006, Great Plains Energy, as the sole shareholder, elected the following directors of Great Plains Energy as the directors of KCP&L for the ensuing year and until their successors are duly elected and qualified, or until their resignations: David L. Bodde; Michael J. Chesser; William H. Downey; Mark A. Ernst; Randall C. Ferguson, Jr.; Juis A. Jimenez; James A. Mitchell; William C. Nelson and Linda H. Talbot.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Great Plains Energy Documents

Exhibit Number		Description of Document
10.1.a	*	Confirmation of Forward Stock Sale Transaction between Great Plains Energy Incorporated and Merrill Lynch Financial Markets, Inc., dated May 17, 2006 (Exhibit 1.2 to Form 8-K filed May 23, 2006).
10.1.b		Credit Agreement dated as of May 11, 2006, among Great Plains Energy Incorporated, Bank of America, N.A., JPMorgan Chase Bank, N.A., BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch, Wachovia Bank N.A., The Bank of New York, Keybank National Association, The Bank of Nova Scotia, UMB Bank, N.A., and Commerce Bank, N.A.

10.1.c		Consent dated as of May 31, 2006, to Amended and Restated Credit Agreement, dated as of July 2, 2004, by and among Strategic Energy, L.L.C., LaSalle Bank National Association, PNC Bank, National Association, Citizens Bank of Pennsylvania, National City Bank of Pennsylvania, Fifth Third Bank, Sky Bank and First National Bank of Pennsylvania.
12.1		Ratio of Earnings to Fixed Charges.
31.1.a		Rule 13a-14(a)/15d-14(a) Certifications of Michael J. Chesser.
31.1.b		Rule 13a-14(a)/15d-14(a) Certifications of Terry Bassham.
32.1		Section 1350 Certifications.

* Filed with the SEC as exhibits to prior reports and are incorporated herein by reference and made a part hereof. The exhibit number and the number of the documents so filed and incorporated herein by reference are stated in parentheses in the description of such exhibit.

Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from Great Plains Energy upon written request.

KCP&L Documents

Exhibit Number		Description of Document
10.2.a		Iatan Unit 2 and Common Facilities Ownership Agreement, dated as of May 19, 2006, among Kansas City Power & Light Company, Aquila, Inc., The Empire District Electric Company, Kansas Electric Power Cooperative, Inc., and Missouri Joint Municipal Electric Utility Commission.
10.2.b		Credit Agreement dated as of May 11, 2006, among Kansas City Power & Light Company, Bank of America, N.A., JPMorgan Chase Bank, N.A., BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch, Wachovia Bank N.A., The Bank of New York, Keybank National Association, The Bank of Nova Scotia, UMB Bank, N.A., and Commerce Bank, N.A.
12.2		Ratio of Earnings to Fixed Charges.
31.2.a		Rule 13a-14(a)/15d-14(a) Certifications of William H. Downey.
31.2.b		Rule 13a-14(a)/15d-14(a) Certifications of Terry Bassham.
32.2		Section 1350 Certifications.

Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from KCP&L upon written request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Great Plains Energy Incorporated and Kansas City Power & Light Company have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GREAT PLAINS ENERGY INCORPORATED

Dated: August 4, 2006	By: /s/Michael J. Chesser
	(Michael J. Chesser)
	(Chief Executive Officer)

Dated: August 4, 2006	By: /s/Lori A. Wright
	(Lori A. Wright)
	(Principal Accounting Officer)

	KANSAS CITY POWER & LIGHT COMPANY

Dated: August 4, 2006	By: /s/William H. Downey
	(William H. Downey)
	(Chief Executive Officer)

Dated: August 4, 2006	By: /s/Lori A. Wright
	(Lori A. Wright)
	(Principal Accounting Officer)

[Published CUSIP Number: ____]

Dated as of May 11, 2006

GREAT PLAINS ENERGY INCORPORATED,

BANK OF AMERICA, N.A.,

as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,

BNP PARIBAS, THE BANK OF TOKYO-MITSUBISHI UFJ,

LIMITED, CHICAGO BRANCH and WACHOVIA BANK N.A.,

as Co-Documentation Agents

BANC OF AMERICA SECURITIES LLC

J.P. MORGAN SECURITIES INC.

Joint Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS			1
	1.1	Definitions.	1
	1.2	Accounting Principles.	14
	1.3	Letter of Credit Amounts.	15
ARTICLE II THE CREDITS			15
	2.1	Commitment	15
	2.2	Required Payments; Termination.	15
	2.3	Ratable Loans.	15
	2.4	Types of Advances; Minimum Amount.	16
	2.5	Facility Fee; Utilization Fee.	16
	2.6	Changes in Aggregate Commitment.	16
	2.7	Optional Prepayments.	17
	2.8	Method of Selecting Types and Interest Periods for New Advances.	17
	2.9	Conversion and Continuation of Outstanding Advances.	18
	2.10	Changes in Interest Rate, etc.	18
	2.11	Rates Applicable After Default.	19
	2.12	Method of Payment.	19
	2.13	Noteless Agreement; Evidence of Indebtedness.	20
	2.14	Telephonic Notices.	20
	2.15	Interest Payment Dates; Interest and Fee Basis.	20
	2.16	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.	21
	2.17	Lending Installations.	21
	2.18	Non-Receipt of Funds by the Administrative Agent.	21
	2.19	Letters of Credit.	22
ARTICLE III YIELD PROTECTION; TAXES			28
	3.1	Yield Protection.	28
	3.2	Changes in Capital Adequacy Regulations.	29
	3.3	Availability of Types of Advances.	29
	3.4	Funding Indemnification.	30
	3.5	Taxes.	30
	3.6	Lender Statements; Survival of Indemnity.	31
ARTICLE IV CONDITIONS PRECEDENT			32
	4.1	Initial Credit Extension.	32
	4.2	Each Credit Extension.	33
ARTICLE V REPRESENTATIONS AND WARRANTIES			34
	5.1	Existence and Standing.	34
	5.2	Authorization and Validity	34
	5.3	No Conflict; Government Consent	34
	5.4	Financial Statements	35
	5.5	Material Adverse Change	35
	5.6	Taxes	35
	5.7	Litigation; etc.	35
	5.8	ERISA.	36

	5.9	Accuracy of Information.	36
	5.10	Regulation U.	36
	5.11	Material Agreements.	36
	5.12	Compliance With Laws.	36
	5.13	Ownership of Properties.	37
	5.14	Plan Assets; Prohibited Transactions.	37
	5.15	Environmental Matters.	37
	5.16	Investment Company Act.	37
	5.17	Pari Passu Indebtedness.	37
	5.18	Solvency.	37
ARTICLE VI COVENANTS			38
	6.1	Financial Reporting.	38
	6.2	Permits, Etc.	40
	6.3	Use of Proceeds.	40
	6.4	Notice of Default.	40
	6.5	Conduct of Business.	40
	6.6	Taxes.	40
	6.7	Insurance.	41
	6.8	Compliance with Laws.	41
	6.9	Maintenance of Properties; Books of Record.	41
	6.10	Inspection.	41
	6.11	Consolidations, Mergers and Sale of Assets.	42
	6.12	Liens.	43
	6.13	Affiliates.	46
	6.14	ERISA.	46
	6.15	Total Indebtedness to Total Capitalization	47
	6.16	Restriction on Subsidiary Dividends.	47
ARTICLE VII DEFAULTS			47
ARTICLES VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES			49
	8.1	Acceleration, Letter of Credit Account.	49
	8.2	Amendments.	50
	8.3	Preservation of Rights.	51
ARTICLE IX GENERAL PROVISIONS			51
	9.1	Survival of Representations.	51
	9.2	Governmental Regulation.	51
	9.3	Headings.	51
	9.4	Entire Agreement.	51
	9.5	Several Obligations; Benefits of this Agreement.	52
	9.6	Expenses; Indemnification.	52
	9.7	Numbers of Documents.	53
	9.8	Accounting.	53
	9.9	Severability of Provisions.	53
	9.10	Nonliability of Lenders.	53
	9.11	Limited Disclosure.	54
	9.12	USA PATRIOT ACT NOTIFICATION.	54
	9.13	Nonreliance.	55

	9.14	No Advisory or Fiduciary Responsibility.	55
ARTICLE X THE ADMINISTRATIVE AGENT			56
	10.1	Appointment and Authority.	56
	10.2	Rights as a Lender.	56
	10.3	Exculpatory Provisions.	56
	10.4	Reliance by Administrative Agent.	57
	10.5	Delegation of Duties.	57
	10.6	Resignation of Administrative Agent.	58
	10.7	Non-Reliance on Administrative Agent and Other Lenders.	59
	10.8	No Other Duties, Etc.	59
	10.9	Administrative Agent May File Proofs of Claim	59
ARTICLE XI SETOFF; RATABLE PAYMENTS			60
	11.1	Setoff.	60
	11.2	Ratable Payments.	60
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS			61
	12.1	Successors and Assigns.	61
	12.2	Replacement of Lenders.	64
ARTICLE XIII NOTICES			65
	13.1	Notices.	65
	13.2	Change of Address.	65
ARTICLE XIV COUNTERPARTS			65
ARTICLES XV OTHER AGENTS			65
ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL			66
	16.1	CHOICE OF LAW.	66
	16.2	CONSENT TO JURISDICTION.	66
	16.3	WAIVER OF JURY TRIAL.	66
ARTICLE XVII TERMINATION OF EXISTING CREDIT FACILITY			67

SCHEDULES

I II III IV V	Commitments Existing Letters of Credit Pricing Schedule Processing & Recordation Fees Certain Addresses for Notices

EXHIBITS

A B C D	Form of Compliance Certificate Form of Assignment and Assumption Form of Wire Transfer Instructions Form of Note

CREDIT AGREEMENT

This Credit Agreement dated as of May 11, 2006 is among Great Plains Energy Incorporated, a Missouri corporation, the Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent and Bank of America, N.A., as Administrative Agent. The parties hereto agree as follows:

1. 1 Definitions .

As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of such terms):

“Additional Commitment Lender” is defined in Section 2.20(d) .

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advance” means a borrowing hereunder (or conversion or continuation thereof) consisting of the aggregate amount of the several Loans made on the same Borrowing Date (or date of conversion or continuation) by the Lenders to the Borrower of the same Type and, in the case of Eurodollar Advances, for the same Interest Period.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or by contract or otherwise.

“Agents” means, collectively, the Administrative Agent and the Syndication Agent, and “Agent” means either of them.

“Aggregate Commitment” means the aggregate of the Commitments of all Lenders, as changed from time to time pursuant to the terms hereof. The amount of the Aggregate Commitment in effect as of the Closing Date is SIX HUNDRED MILLION DOLLARS ($600,000,000).

“Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposure of all Lenders.

“Agreement” means this credit agreement, as it may be amended or modified and in effect from time to time.

“Alternate Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Applicable Margin” means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approving Lenders” is defined in Section 2.20(e) .

“Arrangers” means Banc of America Securities LLC and J.P. Morgan Securities, Inc., and “Arranger” means either of them.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assignment Agreement” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.1(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (i) in respect of any Capitalized Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (ii) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.

“Authorized Officer” means any of the President, any Vice President, the Chief Financial Officer or the Treasurer of the Borrower, in each case acting singly.

“Bank of America” means Bank of America, N.A. in its individual capacity and its successors.

“BAS” means Banc of America Securities LLC.

“Borrower” means Great Plains Energy Incorporated, a Missouri corporation, and its permitted successors and assigns.

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Notice” is defined in Section 2.8 .

“Business Day” means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities.

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

“Change of Control” means an event or series of events by which:

( i ) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of the Borrower or its Subsidiaries, or any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 33 1/3% or more of the equity interests of the Borrower; or

( ii ) during any period of 12 consecutive months (or such lesser period of time as shall have elapsed since the formation of the Borrower), a majority of the members of the board of directors or other equivalent governing body of the Borrower ceases to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Closing Date” means May 11, 2006.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Commitment” means, for each Lender, the obligation of such Lender to make Loans and to participate in Letters of Credit in an aggregate amount not exceeding the amount set forth on Schedule I hereto or as set forth in any Assignment Agreement relating to any assignment that has become effective pursuant to Section 12.1(b) , as such amount may be modified from time to time pursuant to the terms hereof.

“Consolidated Net Income” means, for any period, for the Borrower and its Consolidated Subsidiaries, the net income of the Borrower and its Consolidated Subsidiaries from continuing operations, excluding extraordinary items for that period.

“Consolidated Subsidiaries” means all Subsidiaries of the Borrower that are (or should be) included when preparing the consolidated financial statements of the Borrower.

“Consolidated Tangible Net Worth” means, as of any date of determination, for the Borrower and its Consolidated Subsidiaries, Shareholders’ Equity of the Borrower and its Consolidated Subsidiaries on that date minus the Intangible Assets of the Borrower and its Consolidated Subsidiaries on that date.

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss.

“Controlled Group” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Conversion/Continuation Notice” is defined in Section 2.9 .

“Credit Extension” means the making of an Advance or the issuance of a Letter of Credit.

“Default” means an event described in Article VII .

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent and the Issuers, and (ii) unless a Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding

the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

“Equity-Linked Securities” means (i) all securities issued by the Borrower or any Subsidiary that contain two distinct components: (a) medium-term debt and (b) a forward contract for the issuance of common stock of the Borrower or such Subsidiary prior to the maturity of, and in an amount not less than, such debt, including the securities commonly referred to by the tradenames “FELINE PRIDES”, “PEPS”, “HITS” and “DECS” and generally referred to as “equity units”; provided that such securities shall not contain any provision permitting them to be put to the Borrower or any Subsidiary prior to the settlement of the related purchase contract and (ii) all other securities issued by the Borrower or any Subsidiary that are similar to those described in clause (i) .

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“Eurodollar Advance” means an Advance which bears interest at the applicable Eurodollar Rate.

“Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Loan, a rate per annum (rounded to the nearest multiple of 1/16 of 1%) determined by the Administrative Agent pursuant to the following formula:

Eurodollar Rate =

Eurodollar Base Rate

1.00 - Eurodollar Reserve Percentage

Where,

“Eurodollar Base Rate” means, for such Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day

funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Eurodollar Loan” means a Loan which bears interest at the applicable Eurodollar Rate.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized or (ii) the jurisdiction in which the Administrative Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located.

“Exhibit” refers to an exhibit to this Agreement, unless another document is specifically referenced.

“Existing Credit Facility” means the credit agreement among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent and the other lenders party thereto dated as of December 15, 2004, as amended or modified from time to time.

“Existing Letters of Credit” means those letters of credit identified on Schedule II .

“Facility Fee Rate” means, at any time, the percentage rate per annum at which facility fees are accruing at such time as set forth in the Pricing Schedule.

“Facility Termination Date” means (a) the later of (i) May 11, 2011 and (ii) with respect to some or all of the Lenders if the facility termination date is extended pursuant to Section 2.20, such extended facility termination date or (b) any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be

such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means that certain fee letter dated April 6, 2006 among the Agents, the Arrangers, the Borrower and KCPL.

“Floating Rate Advance” means an Advance which bears interest at the Alternate Base Rate.

“Floating Rate Loan” means a Loan which bears interest at the Alternate Base Rate.

“FRB” means the Board of Governors of the Federal Reserve System.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements of the Financial Accounting Standards Board.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“including” means “including without limiting the generality of the following”.

“Indebtedness” means, as to any Person at a particular time, all of the following, without duplication, to the extent recourse may be had to the assets or properties of such Person in respect thereof: (i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (ii) any direct or contingent obligations of such Person in the aggregate in excess of $2,000,000 arising under letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds and similar instruments; (iii) net obligations of such Person under Swap Contracts; (iv) all obligations of such Person to pay the deferred purchase price of property or services (except trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business), and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (v) Capitalized Lease Obligations and

Synthetic Lease Obligations of such Person; and (vi) all Contingent Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is non-recourse to such Person. It is understood and agreed that Indebtedness (including Contingent Obligations) shall not include any obligations of the Borrower with respect to (i) subordinated, deferrable interest debt securities, and any related securities issued by a trust or other special purpose entity in connection therewith, as long as the maturity date of such debt is subsequent to the Facility Termination Date; provided that the amount of mandatory principal amortization or defeasance of such debt prior to the Facility Termination Date shall be included in this definition of Indebtedness; or (ii) Equity-Linked Securities until the mandatory redemption date therefor, provided that the principal amount of all outstanding Equity-Linked Securities in excess of 20% of Total Capitalization shall constitute Indebtedness. The amount of any Capitalized Lease Obligation or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Intangible Assets” means, assets that are considered to be intangible assets under GAAP, including, but not limited to, customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises and licenses.

“Interest Period” means, with respect to a Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter; provided that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day; provided that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

“Issuer” means each of Bank of America, JPMorgan and any other Lender approved by the Borrower and the Administrative Agent, in each case in its capacity as an issuer of Letters of Credit hereunder. Notwithstanding the foregoing, The Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch shall be the Issuer with respect to those Existing Letters of Credit identified on Part B of Schedule II .

“Issuer Documents” means with respect to any Letter of Credit, the Letter Credit Application and any other document, agreement and instrument entered into by the applicable Issuer and the Borrower or in favor of the applicable Issuer and relating to such Letter of Credit.

“JPMorgan” means JPMorgan Chase Bank, N.A. in its individual capacity, and its successors.

“KCPL” means Kansas City Power & Light Company, a Missouri corporation.

“KCPL Credit Agreement” means that certain Credit Agreement dated of the Closing Date among KCPL, the financial institutions party thereto, JPMorgan, as syndication agent and Bank of America, N.A., as administrative agent, as amended or modified from time to time.

“LC Collateral Account” is defined in Section 2.19(k) .

“Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.

“Lending Installation” means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary or affiliate of such Lender or the Administrative Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.17 .

“Letter of Credit” means any standby letter of credit issued pursuant to Section 2.19 and any Existing Letter of Credit.

“Letter of Credit Application” is defined in Section 2.19(c) .

“Letter of Credit Fee” is defined in Section 2.19(d) .

“Letter of Credit Fee Rate” means, at any time, the percentage rate per annum applicable to Letter of Credit Fees at such time as set forth in the Pricing Schedule.

“Letter of Credit Obligations” means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount of all Letters of Credit at such time plus (ii) the aggregate unpaid amount of all Reimbursement Obligations at such time.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan” means, with respect to a Lender, such Lender’s loans made pursuant to Article II (or any conversion or continuation thereof).

“Loan Documents” means this Agreement, each Note issued pursuant to Section 2.13 , each Letter of Credit, each Letter of Credit Application and the Fee Letter.

“Material Adverse Effect” means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agents, the Lenders or the Issuers thereunder.

“Material Indebtedness” is defined in Section 7.5 .

“Modification” and “Modify” are defined in Section 2.19(a) .

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

“Non-Extending Lender” is defined in Section 2.20(b) .

“Non-U.S. Lender” is defined in Section 3.5(iv) .

“Note” is defined in Section 2.13 .

“Notice Date” is defined in Section 2.20(b) .

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations and accrued and unpaid interest thereon, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to any Lender, any Issuer, either Agent or any indemnified party arising under any Loan Document.

“Other Taxes” is defined in Section 3.5(ii) .

“Outstanding Credit Exposure” means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Loans outstanding at such time, plus (ii) its Pro Rata Share of the Letter of Credit Obligations at such time.

“Participant” is defined in Section 12.1(d) .

“Payment Date” means the last Business Day of each March, June, September and December.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.

“Pricing Schedule” means Schedule III attached hereto identified as such.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced by Bank of America from time to time (which is not necessarily the lowest rate charged to any customer). The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Project Finance Subsidiary” means any Subsidiary that meets the following requirements: (i) it is primarily engaged, directly or indirectly, in the ownership, operation and/or financing of independent power production and related facilities and assets; and (ii) neither the Borrower nor any other Subsidiary (other than another Project Finance Subsidiary) has any liability, contingent or otherwise, for the Indebtedness or other obligations of such Subsidiary (other than non-recourse liability resulting from the pledge of stock of such Subsidiary).

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned or leased by such Person.

“Pro Rata Share” means, with respect to any Lender on any date of determination, the percentage which the amount of such Lender’s Commitment is of the Aggregate Commitment (or, if the Commitments have terminated, which such Lender’s Outstanding Credit Exposure is of the Aggregate Outstanding Credit Exposure) as of such date. For purposes of determining liability for any indemnity obligation under Section 2.19(j) or 9.6(iii) , each Lender’s Pro Rata Share shall be determined as of the date the applicable Issuer or the Administrative Agent notifies the Lenders of such indemnity obligation (or, if such notice is given after termination of this Agreement, as of the date of such termination).

“Register” is defined in Section 12.1(c) .

“Regulation D” means Regulation D of the FRB as from time to time in effect and any successor thereto or other regulation or official interpretation of the FRB relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the FRB as from time to time in effect and any successor or other regulation or official interpretation of the FRB relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Reimbursement Obligations” means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.19 to reimburse the Issuers for amounts paid by the Issuers in respect of any one or more drawings under Letters of Credit.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“Required Lenders” means Lenders in the aggregate having more than 50% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding more than 50% of the Aggregate Outstanding Credit Exposure.

“Re-Transfer” is defined in Section 2.6(b) .

“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

“SEC” means the Securities and Exchange Commission.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Shareholders’ Equity” means, as of any date of determination for the Borrower and its Consolidated Subsidiaries on a consolidated basis, shareholders’ equity as of that date determined in accordance with GAAP.

“Significant Subsidiary” means, at any time, KCPL and each other Subsidiary which (i) as of the date of determination, owns consolidated assets equal to or greater than 15% of the consolidated assets of the Borrower and its Subsidiaries or (ii) which had consolidated net income from continuing operations (excluding extraordinary items) during the four most recently ended fiscal quarters equal to or greater than 15% of Consolidated Net Income during such period.

“Single Employer Plan” means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and

one or more of its Subsidiaries, (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled; or (iii) any other Person the operations and/or financial results of which are required to be consolidated with those of such first Person in accordance with GAAP. Unless otherwise expressly stated, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.

“Substantial Portion” means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the Borrower and its Consolidated Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Consolidated Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Borrower and its Consolidated Subsidiaries as reflected in the financial statements referred to in clause (i) above.

“Swap Contract” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transaction, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Syndication Agent” means JPMorgan, in its capacity as syndication agent hereunder, and not in its individual capacity as a Lender, and any successor thereto.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (i) a so-called synthetic or off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes.

“’34 Act Reports” means the periodic reports of the Borrower filed with the SEC on Forms 10-K, 10-Q and 8-K (or any successor forms thereto).

“Total Capitalization” means Total Indebtedness of the Borrower and its Consolidated Subsidiaries plus the sum of (i) Shareholder’s Equity (without giving effect to the application of FASB Statement No. 133 or 149) and (ii) to the extent not otherwise included in Indebtedness or Shareholder’s Equity, preferred and preference stock and securities of the Borrower and its Subsidiaries included in a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries in accordance with GAAP.

“Total Indebtedness” means all Indebtedness of the Borrower and its Consolidated Subsidiaries on a consolidated basis (and without duplication), excluding (i) Indebtedness arising under Swap Contracts entered into in the ordinary course of business to hedge bona fide transactions and business risks and not for speculation, (ii) Indebtedness of Project Finance Subsidiaries, (iii) Contingent Obligations incurred after May 15, 1996 with respect to obligations of Strategic Energy, L.L.C. in an aggregate amount not exceeding $400,000,000 and (iv) Indebtedness of KLT Investments Inc. incurred in connection with the acquisition and maintenance of its interests (whether direct or indirect) in low income housing projects.

“Transfer” is defined in Section 2.6(b) .

“Type” means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“Utilization Fee Rate” means, at any time, the percentage rate per annum at which utilization fees are accruing at such time as set forth in the Pricing Schedule.

“Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

1. 2 Accounting Principles .

Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP, consistently applied; provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Section 6 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any covenant in Section 6 for such purpose), then the Borrower’s compliance with such covenant shall be determined on

the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

1. 3 Letter of Credit Amounts .

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II

THE CREDITS

2. 1 Commitment .

From and including the date of this Agreement and prior to the Facility Termination Date, subject to the terms and conditions set forth in this Agreement, (a) each Lender severally agrees to make Loans to the Borrower from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of its Commitment and (b) each Issuer agrees to issue Letters of Credit for the account of the Borrower from time to time (and each Lender severally agrees to participate in each such Letter of Credit as more fully set forth in Section 2.19 ); provided (i) that the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment; and (ii) the Outstanding Credit Exposure of any Lender shall not at any time exceed the amount of such Lender’s Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments shall expire on the Facility Termination Date.

2. 2 Required Payments; Termination .

The Borrower shall (a) repay the principal amount of all Advances made to it on the Facility Termination Date and (b) deposit into the LC Collateral Account on the Facility Termination Date an amount in immediately available funds equal to the aggregate stated amount of all Letters of Credit that will remain outstanding after the Facility Termination Date.

2. 3 Ratable Loans .

Each Advance hereunder shall consist of Loans made from the several Lenders ratably in proportion to their respective Pro Rata Shares.

2. 4 Types of Advances; Minimum Amount .

The Advances may be Floating Rate Advances or Eurodollar Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9 . Each Eurodollar Advance shall be in the amount of $5,000,000 or a higher integral multiple of $1,000,000, and each Floating Rate Advance shall be in the amount of $1,000,000 or an integral multiple thereof.

2. 5 Facility Fee; Utilization Fee .

The Borrower agrees to pay to the Administrative Agent for the account of each Lender (a) a facility fee at a per annum rate equal to the Facility Fee Rate on such Lender’s Commitment (regardless of usage) from the date hereof to but excluding the Facility Termination Date, payable on each Payment Date and on the Facility Termination Date and, if applicable, thereafter on demand and (b) a utilization fee at a rate per annum equal to the Utilization Fee Rate on such Lender’s Outstanding Credit Exposure for any date on which the Aggregate Outstanding Credit Exposure exceeds 50% of the Aggregate Commitment such utilization fee to be payable on each Payment Date, on the Facility Termination Date and, if applicable, thereafter on demand.

2. 6 Changes in Aggregate Commitment .

( a ) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) in integral multiples of $5,000,000, upon at least three Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.

( b ) (i) Subject to Section 4.2 of the KCPL Credit Agreement, the Borrower and KCPL may, by joint election in a written notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders) and the “Administrative Agent” under the KCPL Credit Agreement, transfer up to $200,000,000 of the unused Commitments to the Commitments (as such term is defined in the KCPL Credit Agreement) under the KCPL Credit Agreement (any such reduction, a “Transfer”) and (ii) subject to Section 4.2, the Borrower and KCPL may, by joint election in a written notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders) and the “Administrative Agent” under the KCPL Credit Agreement, re-transfer up to $200,000,000 of the unused Commitments (as such term is defined in the KCPL Credit Agreement) previously transferred from this Agreement to the KCPL Credit Agreement pursuant to subclause (b)(i) above back to the Commitments hereunder (any such addition, a “Re-Transfer”). For the avoidance of doubt, the parties acknowledge and agree that after giving effect to any Transfer or Re-Transfer contemplated in subclauses (i) and (ii) above, (x) the aggregate Commitments hereunder shall not exceed $600,000,000, (y) the aggregate Commitments under and as defined in the KCPL Credit Agreement shall not exceed $600,000,000 and (z) the aggregate commitments under both this Agreement and the KCPL Credit Agreement shall not exceed $1,000,000,000.

( c ) On the effective date of a Transfer, which shall be specified in the notice delivered pursuant to Section 2.6(b)(i) and which shall not be less than five (5) Business Days subsequent to the date of giving of such notice, then subject to the satisfaction of the conditions precedent specified in Section 4.2 of the KCPL Credit Agreement, (i) the Commitments hereunder shall be ratably decreased by the aggregate amount specified in such notice and (ii) the aggregate amount of the “Commitments” under and as defined in the KCPL Credit Agreement shall be ratably increased by such amount. Such Transfer and the consequent decreases and increases shall be irrevocable subject, however, to subsequent permissible Re-Transfers in accordance with the terms hereof.

( d ) On the effective date of a Re-Transfer, which shall be specified in the notice delivered pursuant to Section 2.6(b)(ii) and which shall not be less than five (5) Business Days subsequent to the date of giving of such notice, then subject to the satisfaction of the conditions precedent specified in Section 4.2, (i) the Commitments hereunder shall be ratably increased by the aggregate amount specified in such notice and (ii) the aggregate amount of the “Commitments” under and as defined in the KCPL Credit Agreement shall be ratably decreased by such amount. Such Re-Transfer and the consequent decreases and increases shall be irrevocable.

2. 7 Optional Prepayments .

( a ) The Borrower may from time to time prepay Floating Rate Advances upon one Business Day’s prior notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Floating Rate Advances shall be in an aggregate amount of $1,000,000 or an integral multiple thereof.

( b ) The Borrower may from time to time prepay Eurodollar Advances (subject to the payment of any funding indemnification amounts required by Section 3.4 ) upon three Business Days’ prior notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Eurodollar Advances shall be in an aggregate amount of $5,000,000 or a higher integral multiple of $1,000,000.

( c ) All prepayments of Advances shall be applied ratably to the Loans of the Lenders in accordance with their respective Pro Rata Shares.

2. 8 Method of Selecting Types and Interest Periods for New Advances .

The Borrower shall select the Type of Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto from time to time. The Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) not later than noon (Charlotte, North Carolina time) on the Borrowing Date of each Floating Rate Advance and not later than noon (Charlotte, North Carolina time) three Business Days before the Borrowing Date for each Eurodollar Advance, specifying:

( i ) the Borrowing Date, which shall be a Business Day, of such Advance,

( ii ) the aggregate amount of such Advance,

( iii ) the Type of Advance selected, and

( iv ) in the case of each Eurodollar Advance, the Interest Period applicable thereto.

Not later than 1:00 p.m. (Charlotte, North Carolina time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII . The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address.

2. 9 Conversion and Continuation of Outstanding Advances .

Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.7 . Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.4 , the Borrower may elect from time to time to convert all or any part of a Floating Rate Advance into a Eurodollar Advance. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 11:00 a.m. (Charlotte, North Carolina time) at least three Business Days prior to the date of the requested conversion or continuation, specifying:

( i ) the requested date, which shall be a Business Day, of such conversion or continuation,

( ii ) the aggregate amount and Type of the Advance which is to be converted or continued, and

( iii ) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.

2. 10 Changes in Interest Rate, etc .

Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9 , to but excluding the date it is paid or is converted into a Eurodollar Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the Alternate Base Rate for such day. Changes

in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined by the Administrative Agent as applicable to such Eurodollar Advance based upon the Borrower’s selections under Sections 2.8 and 2.9 and otherwise in accordance with the terms hereof. No Interest Period may end after the Facility Termination Date.

2. 11 Rates Applicable After Default .

Notwithstanding anything to the contrary contained in Section 2.8 or 2.9 , during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued as a Eurodollar Advance. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Eurodollar Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum, (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Alternate Base Rate in effect from time to time plus 2% per annum and (iii) the Letter of Credit Fee Rate shall be increased by 2% per annum; provided that, during the continuance of a Default under Section 7.6 or 7.7 , the interest rates set forth in clauses (i) and (ii) above and the increase in the Letter of Credit Fee Rate set forth in clause (iii) above shall be applicable to all applicable Credit Extensions without any election or action on the part of the Administrative Agent or any Lender.

2. 12 Method of Payment .

All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII , or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by 1:00 p.m. (Charlotte, North Carolina time) on the date when due and shall be applied ratably by the Administrative Agent among the Lenders in accordance with their respective Pro Rata Shares. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender.

2. 13 Noteless Agreement; Evidence of Indebtedness .

( i ) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

( ii ) The Administrative Agent shall also maintain accounts in which it will record (a) the amount of each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Letter of Credit and the amount of Letter of Credit Obligations outstanding at any time and (d) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

( iii ) The entries maintained in the accounts maintained pursuant to clauses (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

( iv ) Any Lender may request that its Loans be evidenced by a promissory note substantially in the form of Exhibit D (a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.1(b) ) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.1(b) , except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (i) and (ii) above.

2. 14 Telephonic Notices .

The Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Borrower. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation, if such confirmation is requested by the Administrative Agent or any Lender, of each telephonic notice signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

2. 15 Interest Payment Dates; Interest and Fee Basis .

Interest accrued on each Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, and at maturity. Interest

accrued on each Eurodollar Advance shall be payable on the last day of its applicable Interest Period, on any date on which such Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. All computations of interest for Floating Rate Loans when the Alternate Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 p.m. (Charlotte, North Carolina time) at the place of payment (it being understood that the Administrative Agent shall be deemed to have received a payment prior to 1:00 p.m. (Charlotte, North Carolina time) if (x) the Borrower has provided the Administrative Agent with evidence satisfactory to the Administrative Agent that the Borrower has initiated a wire transfer of such payment prior to such time and (y) the Administrative Agent actually receives such payment on the same Business Day on which such wire transfer was initiated). If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2. 16 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions .

Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Administrative Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate. The Administrative Agent will also promptly notify each Lender of any increase or reduction of the Aggregate Commitments pursuant to the terms hereof.

2. 17 Lending Installations .

Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of such Lending Installation. Each Lender may, by written notice to the Administrative Agent and the Borrower in accordance with Article XIII , designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

2. 18 Non-Receipt of Funds by the Administrative Agent .

Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (i) in

the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

2. 19 Letters of Credit .

( a ) Issuance . Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters of Credit and to extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”) from time to time from and including the date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Letter of Credit is issued or Modified, the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Letter of Credit shall have an expiry date later than the date that is five days prior to the scheduled Facility Termination Date. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

( b ) Participations . Upon the issuance or Modification by any Issuer of a Letter of Credit in accordance with this Section 2.19 , such Issuer shall be deemed, without further action by any Person, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any Person, to have unconditionally and irrevocably purchased from such Issuer, a participation in such Letter of Credit (and each Modification thereof) and the related Letter of Credit Obligations in proportion to its Pro Rata Share.

( c ) Notice . Subject to Section 2.19(a) , the Borrower shall give the applicable Issuer and the Administrative Agent notice prior to 11:00 a.m. (Charlotte, North Carolina time) at least three Business Days (or such lesser period of time as such Issuer may agree in its sole discretion) prior to the proposed date of issuance or Modification of each Letter of Credit, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Letter of Credit, and describing the proposed terms of such Letter of Credit and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the applicable Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lender’s participation in such proposed Letter of Credit. The issuance or Modification by an Issuer of any Letter of Credit shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of which such Issuer shall have no duty to ascertain, it being understood, however, that such Issuer

shall not issue any Letter of Credit if it has received written notice from the Borrower, the Administrative Agent or any Lender one day prior to the proposed date of issuance, that any such condition precedent has not been satisfied), be subject to the conditions precedent that such Letter of Credit shall be satisfactory to such Issuer and that the Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Letter of Credit as such Issuer shall have reasonably requested (each a “Letter of Credit Application”). In the event of any conflict between the terms of this Agreement and the terms of any Letter of Credit Application, the terms of this Agreement shall control.

( d ) Letter of Credit Fees . The Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, a letter of credit fee (the “Letter of Credit Fee”) at a per annum rate equal to the Letter of Credit Fee Rate in effect from time to time on the daily maximum amount available under such Letter of Credit, such fee to be payable in arrears on each Payment Date, on the Facility Termination Date and, if applicable, thereafter on demand. The Borrower shall also pay to each Issuer for its own account (x) a fronting fee in the amount agreed to by such Issuer and the Borrower from time to time, with such fee to be payable in arrears on each Payment Date, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under Letters of Credit in accordance with such Issuer’s standard schedule for such charges as in effect from time to time.

( e ) Administration; Reimbursement by Lenders . Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the applicable Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each Lender of the amount to be paid by such Issuer as a result of such demand and the proposed payment date (the “Letter of Credit Payment Date”). The responsibility of any Issuer to the Borrower and each Lender shall be only to determine that the documents delivered under each Letter of Credit issued by such Issuer in connection with a demand for payment are in conformity in all material respects with such Letter of Credit. Each Issuer shall endeavor to exercise the same care in its issuance and administration of Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such Issuer, each Lender shall be unconditionally and irrevocably obligated, without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse such Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such Issuer under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below, plus (ii) interest on the foregoing amount, for each day from the date of the applicable payment by such Issuer to the date on which such Issuer is reimbursed by such Lender for its Pro Rata Share thereof, at a rate per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for such amount by such Issuer, the rate applicable to Floating Rate Advances.

( f ) Reimbursement by Borrower . The Borrower shall be irrevocably and unconditionally obligated to reimburse each Issuer through the Administrative Agent on or before the applicable Letter of Credit Payment Date for any amount to be paid by such Issuer upon any drawing under any Letter of Credit, without presentment, demand, protest or other

formalities of any kind; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower which the Borrower proves were caused by (i) the willful misconduct or gross negligence of such Issuer in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (ii) such Issuer’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. All such amounts paid by an Issuer and remaining unpaid by the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Floating Rate Advances. The Administrative Agent will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Letter of Credit, but only to the extent such Lender made payment to the applicable Issuer in respect of such Letter of Credit pursuant to Section 2.19(e) .

( g ) Obligations Absolute . The Borrower’s obligations under this Section 2.19 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Issuer, any Lender or any beneficiary of a Letter of Credit. The Borrower further agrees with the Issuers and the Lenders that neither any Issuer nor any Lender shall be responsible for, and the Borrower’s Reimbursement Obligation in respect of any Letter of Credit shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Letter of Credit or any such transferee. No Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Borrower agrees that any action taken or omitted by any Issuer or any Lender under or in connection with any Letter of Credit and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put any Issuer or any Lender under any liability to the Borrower. Nothing in this Section 2.19(g) is intended to limit the right of the Borrower to make a claim against any Issuer for damages as contemplated by the proviso to the first sentence of Section 2.19(f) .

( h ) Actions of Issuers . Each Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Issuer. Each Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.19 , each Issuer shall in all

cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holder of a participation in any Letter of Credit issued by such Issuer.

( i ) Indemnification . The Borrower agrees to indemnify and hold harmless each Lender, each Issuer and the Administrative Agent, and their respective directors, officers, agents and employees, from and against any and all claims and damages, losses, liabilities, costs or expenses which such Person may incur (or which may be claimed against such Person by any other Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including any claims, damages, losses, liabilities, costs or expenses which any Issuer may incur by reason of or in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to such Issuer hereunder (but nothing herein contained shall affect any right the Borrower may have against any defaulting Lender) or (ii) by reason of or on account of such Issuer issuing any Letter of Credit which specifies that the term “Beneficiary” therein includes any successor by operation of law of the named Beneficiary, but which Letter of Credit does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such Issuer, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Person for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of any Issuer in determining whether a request presented under any Letter of Credit issued by such Issuer complied with the terms of such Letter of Credit or (y) any Issuer’s failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.19(i) is intended to limit the obligations of the Borrower under any other provision of this Agreement.

( j ) Lenders’ Indemnification . Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each Issuer and its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and charges), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or such Issuer’s failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.

( k ) LC Collateral Account . The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1 ), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII , in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no

interest other than as set forth in Section 8.1 . The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of Bank of America having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.2(b) and the provisions of Section 8.1 are not applicable , then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.

( l ) Issuers’ Obligation to Issue Letters of Credit . No Issuer shall be under any obligation to issue any Letter of Credit if:

( i ) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuer in good faith deems material to it;

( ii ) the issuance of such Letter of Credit would violate one or more policies of such Issuer applicable to letters of credit generally; or

( iii ) except as otherwise agreed by the Administrative Agent and the applicable Issuer, such Letter of Credit is in an initial stated amount less than $250,000.

( m ) Rights as a Lender . In its capacity as a Lender, each Issuer shall have the same rights and obligations as any other Lender.

2 . 20 Extension of Facility Termination Date .

( a ) Request for Extension . The Borrower may by notice to the Administrative Agent (who shall promptly notify the Lenders) given not more than 60 days and not less than 45 days prior to any anniversary of the Closing Date, request that each Lender extend the Facility Termination Date for an additional one year from the then existing Facility Termination Date; provided , that the Borrower shall only be permitted to exercise this extension option two times during the term of the Agreement.

( b ) Lenders Election to Extend . Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than 15 days following the

receipt of notice of such request from the Administrative Agent (the “Notice Date”), advise the Administrative Agent in writing whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Facility Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.

( c ) Notification by Administrative Agent . The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section no later than the date 15 days after the Notice Date (or, if such date is not a Business Day, on the next preceding Business Day).

( d ) Additional Commitment Lenders . The Borrower shall have the right on or before the applicable anniversary of the Closing Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 12.2 , each of which Additional Commitment Lenders shall have entered into an Assignment Agreement pursuant to which such Additional Commitment Lender shall, undertake, a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) and shall be a “Lender” for all purposes of this Agreement .

( e ) Minimum Extension Requirement . If all of the Lenders agree to any such request for extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”), then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders; it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.

( f ) Conditions to Effectiveness of Extensions . Notwithstanding the foregoing, any extension of the Facility Termination Date pursuant to this Section shall not be effective with respect to any Lender unless:

( i ) no Default or Unmatured Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;

( ii ) the representations and warranties contained in Article V are true and correct on and as of the date of such extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date; and

( iii ) on any Facility Termination Date, the Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.4 ) to the extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date.

ARTICLE III

YIELD PROTECTION; TAXES

3. 1 Yield Protection .

If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, any applicable Lending Installation or any Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

( i ) subjects any Lender, any applicable Lending Installation or any Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans or Letters of Credit or participations therein, or

( ii ) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or

( iii ) imposes any other condition the result of which is to increase the cost to any Lender, any applicable Lending Installation or any Issuer of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Letters of Credit or reduces any amount receivable by any Lender, any applicable Lending Installation or any Issuer in connection with its Eurodollar Loans or Letters of Credit, or requires any Lender, any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of Eurodollar Loans or Letters of Credit held or interest received by it, by an amount deemed material by such Lender or such Issuer, as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or such Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or such Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days of demand by such Lender or such Issuer, the Borrower shall pay such Lender or such Issuer such additional amount or amounts as will compensate such Lender or such Issuer for such increased cost or reduction in amount received.

3. 2 Changes in Capital Adequacy Regulations .

If a Lender or an Issuer determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender, such Issuer or any corporation controlling such Lender or such Issuer is increased as a result of a Change, then, within 15 days of demand by such Lender or such Issuer, the Borrower shall pay such Lender or such Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or such Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans or to issue or participate in Letters of Credit hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in (or in the interpretation of) the Risk-Based Capital Guidelines or (ii) any adoption of or change in (or any change in the interpretation of) any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender, any Lending Installation, any Issuer or any corporation controlling any Lender or any Issuer. “Risk-Based Capital Guidelines” means (x) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (y) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

3. 3 Availability of Types of Advances .

If (i) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, (ii) the Required Lenders determine that (a) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (b) the interest rate applicable to a Type of Advance does not accurately reflect the cost of making or maintaining such Advance or (iii) the Administrative Agent determines that adequate and reasonable means do not exist for determining the Eurodollar Base Rate, then the Administrative Agent shall suspend the availability of the affected Type of Advance and, in the case of clause (i) , require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4 .

3. 4 Funding Indemnification .

If any conversion, prepayment or payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made, paid, continued or converted on the date or in the amount specified by the Borrower for any reason other than default by the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance.

3. 5 Taxes .

( i ) All payments by the Borrower to or for the account of any Lender, any Issuer or the Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, any Issuer or the Administrative Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5 ) such Lender, such Issuer or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made.

( ii ) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or Letter of Credit Application or from the execution or delivery of, or otherwise with respect to, this Agreement, any Note or any Letter of Credit Application (“Other Taxes”).

( iii ) The Borrower hereby agrees to indemnify the Administrative Agent, each Lender and each Issuer for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed on amounts payable under this Section 3.5 ) paid by the Administrative Agent, such Lender or such Issuer and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent, such Lender or such Issuer makes demand therefor pursuant to Section 3.6 .

( iv ) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not less than ten Business Days after the date of this Agreement (or, if later, the date it becomes a party hereto), (i) deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower

and the Administrative Agent a United States Internal Revenue Form W-8BEN or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

( v ) For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv) above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv) above, the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.

( vi ) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

3. 6 Lender Statements; Survival of Indemnity .

To the extent reasonably possible and upon the request of the Borrower, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1 , 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3 , so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender or each Issuer, as applicable, shall deliver a written statement of such Lender or such Issuer to the Borrower (with a copy to the Administrative Agent) as to any amount due under Section 3.1 , 3.2 , 3.4 or 3.5 . Such written statement shall set forth in reasonable detail the calculations upon which such Lender or such Issuer determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such

Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender or any Issuer shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1 , 3.2 , 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

ARTICLE IV

CONDITIONS PRECEDENT

4. 1 Initial Credit Extension .

The Lenders and the Issuers shall not be required to make the initial Credit Extension hereunder until the Borrower has furnished the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that, prior to or concurrently with the initial Credit Extension hereunder, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for each Lender:

( i ) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT.

( ii ) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.

( iii ) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.

( iv ) A certificate, signed by the Chief Accounting Officer or the Chief Financial Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.

( v ) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent and the Lenders in a form reasonably satisfactory to the Administrative Agent and its counsel.

( vi ) Executed counterparts of this Agreement executed by the Borrower and each Lender.

( vii ) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.

( viii ) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.

( ix ) Evidence of the effectiveness of the KCPL Credit Agreement, having terms substantially similar to the terms hereof.

( x ) Written money transfer instructions, in substantially the form of Exhibit C , addressed to the Administrative Agent and signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.

( xi ) Such other documents as any Lender or its counsel may have reasonably requested.

4. 2 Each Credit Extension .

The Lenders shall not be required to make any Credit Extension (other than a Credit Extension that, after giving effect thereto and to the application of the proceeds thereof, does not increase the aggregate amount of outstanding Credit Extensions) or increase its Commitment pursuant to any Re-Transfer, unless on the date of such Credit Extension or Re-Transfer:

( i ) No Default or Unmatured Default exists or would result from such Credit Extension.

( ii ) The representations and warranties contained in Article V are true and correct as of the date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date; provided that this clause (ii) shall not apply to the representations and warranties set forth in Section 5.5 (as it relates to clause (i) or (ii) of the definition of “Material Adverse Effect”), clause (a) of the first sentence of Section 5.7 and the second sentence of Section 5.7 with respect to any borrowing hereunder which is not part of the Initial Credit Extension.

Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit A as a condition to making a Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

5. 1 Existence and Standing .

Each of the Borrower and its Significant Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

5. 2 Authorization and Validity .

The Borrower has the power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by the Borrower of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

5. 3 No Conflict; Government Consent .

Neither the execution and delivery by the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or (ii) the Borrower’s articles or certificate of incorporation or by-laws or (iii) the provisions of any indenture, instrument or agreement to which the Borrower is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower, is required to be obtained by the Borrower in connection with the execution and

delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

5. 4 Financial Statements .

The June 30, 2005, September 30, 2005, December 31, 2005 and March 31, 2006 consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with GAAP and fairly present the consolidated financial condition and operations of the Borrower and its Subsidiaries at such dates and the consolidated results of their operations for the periods then ended subject, in the case of the June 30, 2005, September 30, 2005 and March 31, 2006 financial statements, to normal year-end adjustments.

5. 5 Material Adverse Change .

Since December 31, 2005, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect, it being understood that the divestiture of KLT Gas Inc. and its Subsidiaries will be deemed not to have a Material Adverse Effect.

5. 6 Taxes .

The Borrower and its Significant Subsidiaries have filed all United States federal tax returns and all other material tax returns which are required to be filed and have paid all taxes due and payable pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Significant Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP and as to which no Lien exists. No tax liens have been filed and no material claims are being asserted against the Borrower or any Significant Subsidiary with respect to any such taxes. The charges, accruals and reserves on the books of the Borrower and its Significant Subsidiaries in respect of any taxes or other governmental charges are adequate.

5. 7 Litigation; etc .

Except as set forth in the Borrower’s ‘34 Act Reports, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which (a) could reasonably be expected to have a Material Adverse Effect or (b) seeks to prevent, enjoin or delay the making of any Credit Extension. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4 .

5. 8 ERISA .

The Borrower and each other member of the Controlled Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance with the presently applicable provisions of ERISA and the Code with respect to each Plan, except to the extent that noncompliance, individually or in the aggregate, has not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any other member of the Controlled Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any Plan, (ii) failed to make any required contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

5. 9 Accuracy of Information .

No information, exhibit or report furnished by the Borrower or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading.

5. 10 Regulation U .

The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (as defined in Regulation U), or extending credit for the purpose of purchasing or carrying margin stock. Margin stock constitutes less than 25% of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge or other restriction hereunder.

5. 11 Material Agreements .

Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which is reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

5. 12 Compliance With Laws .

The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect.

5. 13 Ownership of Properties .

On the date of this Agreement, the Borrower and its Significant Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.12 , to all of the Property and assets reflected in the Borrower’s most recent consolidated financial statements provided to the Administrative Agent as owned by the Borrower and its Subsidiaries.

5. 14 Plan Assets; Prohibited Transactions .

To the Borrower’s knowledge, the Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of another entity’s employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Loans hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

5. 15 Environmental Matters .

Except as set forth in the Borrower’s ‘34 Act Reports, there are no known risks and liabilities accruing to the Borrower or any of its Subsidiaries due to Environmental Laws that could reasonably be expected to have a Material Adverse Effect.

5. 16 Investment Company Act .

Neither the Borrower nor any Subsidiary is or is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

5. 17 Pari Passu Indebtedness .

The Indebtedness under the Loan Documents ranks at least pari passu with all other unsecured Indebtedness of the Borrower.

5. 18 Solvency .

As of the date hereof and after giving effect to the consummation of the transactions contemplated by the Loan Documents, the Borrower and each Significant Subsidiary is solvent. For purposes of the preceding sentence, solvent means (a) the fair saleable value (on a going concern basis) of the Borrower’s assets or a Significant Subsidiary’s assets, as applicable, exceed its liabilities, contingent or otherwise, fairly valued, (b) such Person will be able to pay its debts as they become due and (c) such Person will not be left with unreasonably small capital as is necessary to satisfy all of its current and reasonably anticipated obligations giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such

time, represents the amount that can reasonably be expected to become an actual or matured liability. The Borrower is not entering into the Loan Documents with the actual intent to hinder, delay or defraud its current or future creditors, nor does the Borrower intend to or believe that it will incur, as a result of entering into this Agreement and the other Loan Documents, debts beyond its ability to repay.

ARTICLE VI

COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

6. 1 Financial Reporting .

The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders:

( i ) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by an independent registered public accounting firm which is a member of the “Big Four,” prepared in accordance with GAAP on a consolidated basis for itself and its Consolidated Subsidiaries, including balance sheets as of the end of such period and related statements of income, common shareholders’ equity and cash flows, accompanied by any management letter prepared by said accountants.

( ii ) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Consolidated Subsidiaries, either (a) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Accounting Officer or Chief Financial Officer or (b) if the Borrower is then a “registrant” within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-Q with the SEC, a copy of the Borrower’s report on Form 10-Q for such quarterly period.

( iii ) Together with the financial statements required under Sections 6.1(i) and (ii) , a compliance certificate in substantially the form of Exhibit A signed by its Chief Accounting Officer or Chief

Financial Officer setting forth calculations of the financial covenants contained in Section 6 and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.

( iv ) As soon as possible and in any event within 10 days after the Borrower or any member of the Controlled Group knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Accounting Officer or Chief

Financial Officer of the Borrower, describing said Reportable Event and the action which the Borrower or member of the Controlled Group proposes to take with respect thereto.

( v ) As soon as possible and in any event within two days after receipt of notice by the Borrower or any member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, a copy of such notice.

( vi ) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished.

( vii ) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower files with the SEC.

( viii ) As soon as possible, and in any event within three days after an Authorized Officer of the Borrower shall have knowledge thereof, notice of any change by Moody’s or S&P in the senior unsecured debt rating of the Borrower.

( ix ) Such other information (including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

The statements and reports required to be furnished by the Borrower pursuant to clauses (ii) , (vi) and (vii) above shall be deemed furnished for such purpose upon becoming publicly available on the SEC’s EDGAR web page.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or BAS will make available to the Lenders and Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “ Public Lender ”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agents, the Arrangers, the Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Specified Information, they shall be treated as set forth in Section 9.11(a) ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and BAS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

6. 2 Permits, Etc .

The Borrower will, and will cause each Significant Subsidiary to, take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent failure to do so could not reasonably be expected to have a Material Adverse Effect; and preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6. 3 Use of Proceeds .

The Borrower will use the proceeds of the Credit Extensions (i) to repay the Existing Credit Facility and (ii) for the general corporate and working capital purposes of the Borrower and its Subsidiaries, including support for the Borrower’s commercial paper. The Borrower will not use any of the proceeds of the Credit Extensions to purchase or carry any margin stock (as defined in Regulation U) or to extend credit for the purpose of purchasing or carrying margin stock; provided that the Borrower may repurchase its own stock or Equity-Linked Securities (or components thereof) so long as such stock or Equity-Linked Securities are immediately retired. The Borrower will not permit margin stock to constitute 25% or more of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge or other restriction hereunder.

6. 4 Notice of Default .

The Borrower will, and will cause each Subsidiary to, give prompt notice in writing to the Administrative Agent and the Lenders of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect.

6. 5 Conduct of Business .

The Borrower will, and will cause each Significant Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

6. 6 Taxes .

The Borrower will, and will cause each Significant Subsidiary to, timely file United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or

Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP.

6. 7 Insurance .

The Borrower will, and will cause each Significant Subsidiary to, maintain with financially sound and reputable insurance companies that are not Affiliates of the Borrower or its Subsidiaries (other than any captive insurance company) insurance on all their Properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, and the Borrower will furnish to any Lender upon request full information as to the insurance carried. Such insurance may be subject to co-insurance, deductibility or similar clauses which, in effect, result in self-insurance of certain losses; provided that such self-insurance is in accord with the customary industry practices for Persons in the same or similar businesses and adequate insurance reserves are maintained in connection with such self-insurance to the extent required by GAAP.

6. 8 Compliance with Laws .

The Borrower will, and will cause each Significant Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including all Environmental Laws, the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

6. 9 Maintenance of Properties; Books of Record .

The Borrower will, and will cause each Significant Subsidiary to, (i) do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times and (ii) keep proper books of record and account, in which full and correct entries shall be made of all material financial transactions and the assets and business of the Borrower and each Significant Subsidiary in accordance with GAAP; provided that nothing in this Section shall prevent the Borrower or any Significant Subsidiary from discontinuing the operation or maintenance of any of its Property or equipment if such discontinuance is, in the judgment of such Person, desirable in the conduct of its business.

6. 10 Inspection .

The Borrower will, and if a Default or Unmatured Default exists, will cause each Subsidiary to, permit the Administrative Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, books and financial records of such Person, to examine and make copies of the books of accounts and other financial records of such Person, and to discuss the affairs, finances and accounts of such Person with, and to be advised as to the same by, such Person’s officers at such reasonable times and intervals as the Administrative Agent or any Lender may designate. After the occurrence and during the

continuance of a Default, any such inspection shall be at the Borrower’s expense; at all other times, the Borrower shall not be liable to pay the expenses of the Administrative Agent or any Lender in connection with such inspections.

6. 11 Consolidations, Mergers and Sale of Assets .

The Borrower will not, nor will it permit any Significant Subsidiary (other than any Project Finance Subsidiary) to, sell, lease, transfer, or otherwise dispose of all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to merge into it, except

( i ) A Wholly-Owned Subsidiary may be merged into the Borrower.

( ii ) Any Significant Subsidiary may sell all or substantially all of its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after such merger, consolidation or sale, no Default or Unmatured Default shall exist.

( iii ) Strategic Energy, L.L.C. may sell or transfer accounts receivable and contracts that generate accounts receivable, and KCPL may sell or transfer accounts receivable, in each case pursuant to one or more securitization transactions.

( iv ) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or permit another corporation to merge into it; provided that (a) the surviving corporation, if such surviving corporation is not the Borrower, or the transferee corporation in the case of a sale of all or substantially all of the Borrower’s assets (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (2) shall expressly assume in a writing satisfactory to the Administrative Agent the due and punctual payment of the Obligations and the due and punctual performance of and compliance with all of the terms of this Agreement and the other Loan Documents to be performed or complied with by the Borrower and (3) shall deliver all documents required to be delivered pursuant to Sections 4.1(i) , (ii) , (iii) , (v) and (ix) , (b) immediately before and after such merger, consolidation or sale, there shall not exist any Default or Unmatured Default and (c) the surviving corporation of such merger or consolidation, or the transferee corporation of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, a Moody’s Rating of Baa3 or better or an S&P Rating of BBB - or better.

Notwithstanding the foregoing, the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) will not convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions, but excluding (a) sales of inventory in the ordinary course of business, (b) transactions permitted by clauses (i) through (iv) above, (c) transfers by KCPL of assets related to, or ownership interests in, Iatan 2 to co-owners of Iatan 2 pursuant to the co-ownership, co-operating or other similar agreements of the co-owners of Iatan

2 and (d) sales of the capital stock or assets of KLT Gas Inc. and Subsidiaries thereof) in the aggregate within any 12-month period, more than 20% of the aggregate book value of the assets of the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) as calculated as of the end of the most recent fiscal quarter.

6. 12 Liens .

The Borrower will not, nor will it permit any Significant Subsidiary (other than any Project Finance Subsidiary) to, create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Significant Subsidiaries (other than any Project Finance Subsidiary), except:

( i ) Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

( ii ) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’ and landlords’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books.

( iii ) Liens arising out of pledges or deposits in the ordinary course of business under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, other than any Lien imposed under ERISA.

( iv ) Liens incidental to the normal conduct of the Borrower or any Significant Subsidiary or the ownership or leasing of its Property or the conduct of the ordinary course of its business, including (a) zoning restrictions, easements, building restrictions, rights of way, reservations, restrictions on the use of real property and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which are not substantial in amount and do not in any material way affect the marketability of the same, (b) rights of lessees and lessors under leases, (c) rights of collecting banks having rights of setoff, revocation, refund or chargeback with respect to money or instruments of the Borrower or any Significant Subsidiary on deposit with or in the possession of such banks, (d) Liens or deposits to secure the performance of statutory obligations, tenders, bids, contracts, leases, progress payments, performance or return-of-money bonds, surety and appeal bonds, performance or other similar bonds, letters of credit, or other obligations of a similar nature incurred in the ordinary course of business, and (e) Liens required by any contract or statute in order to permit the Borrower or Significant Subsidiary to perform any contract or subcontract made by it with or pursuant to the requirements of a governmental entity, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances of credit or the payment of the deferred

purchase price of Property and which do not in the aggregate impair the use of Property in the operation of the business of the Borrower and its Significant Subsidiaries taken as a whole.

( v ) Liens arising under the General Mortgage Indenture and Deed of Trust Dated December 1, 1986 from KCPL to UMB, N.A.

( vi ) Liens on Property of the Borrower or KCPL existing on the date hereof and any renewal or extension thereof; provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by this Agreement.

( vii ) Judgment Liens which secure payment of legal obligations that would not constitute a Default under Section 7.9 .

( viii ) Liens on Property acquired by the Borrower or a Significant Subsidiary after the date hereof, existing on such Property at the time of acquisition thereof (and not created in anticipation thereof); provided that in any such case no such Lien shall extend to or cover any other Property of the Borrower or such Significant Subsidiary, as the case may be.

( ix ) Liens on the Property, revenues and/or assets of any Person that exist at the time such Person becomes a Significant Subsidiary and the continuation of such Liens in connection with any refinancing or restructuring of the obligations secured by such Liens.

( x ) Liens on Property securing Indebtedness incurred or assumed at the time of, or within 12 months after, the acquisition of such Property for the purpose of financing all or any part of the cost of acquiring such Property; provided that (a) such Lien attaches to such Property concurrently with or within 12 months after the acquisition thereof, (b) such Lien attaches solely to the Property so acquired in such transaction and (c) the principal amount of the Indebtedness secured thereby does not exceed the cost or fair market value determined at the date of incurrence, whichever is lower, of the Property being acquired on the date of acquisition.

( xi ) Liens on any improvements to Property securing Indebtedness incurred to provide funds for all or part of the cost of such improvements in a principal amount not exceeding the cost of construction of such improvements and incurred within 12 months after completion of such improvements or construction, provided that such Liens do not extend to or cover any property of the Borrower or any Significant Subsidiary other than such improvements.

( xii ) Liens to government entities granted to secure pollution control or industrial revenue bond financings, which Liens in each financing transaction cover only Property the acquisition or construction of which was financed by such financings and Property related thereto.

( xiii ) Liens on or over gas, oil, coal, fissionable material, or other fuel or fuel products as security for any obligations incurred by such Person (or any special purpose entity formed by such Person) for the sole purpose of financing the acquisition or storage of such fuel or fuel products or, with respect to nuclear fuel, the processing, reprocessing, sorting, storage and disposal thereof.

( xiv ) Liens on (including Liens arising out of the sale of) accounts receivable and/or contracts which will give rise to accounts receivable of KCPL and Strategic Energy, L.L.C.; and other Liens on (including Liens arising out of the sale of) accounts receivable and/or contracts which will give rise to accounts receivable of the Borrower or any Subsidiary in an aggregate amount not at any time exceeding $10,000,000.

( xv ) Liens on Property of KLT Gas Inc. and its Subsidiaries in favor of operators and non-operators under joint operating agreements, pooling orders or agreements, unitization agreements or similar contractual arrangements arising in the ordinary course of the business of such Person relating to the development or operation of oil and gas Properties to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings if adequate reserves are maintained on the books of such Person in accordance with GAAP.

( xvi ) Liens on Property of KLT Gas Inc. and its Subsidiaries under production sales agreements, division orders, operating agreements and other agreements customary in the oil and gas business for processing, production and selling hydrocarbons; provided that such Liens do not secure obligations to deliver hydrocarbons at some future date without receiving full payment therefor within 90 days of delivery.

( xvii ) Liens on Property or assets of a Significant Subsidiary securing obligations owing to the Borrower or any Significant Subsidiary (other than a Project Finance Subsidiary).

( xviii ) Liens on the stock or other equity interests of any Project Finance Subsidiary to secure obligations of such Project Finance Subsidiary (provided that the agreement under which any such Lien is created shall expressly state that it is non-recourse to the pledgor).

( xix ) Liens on Property of Strategic Energy, L.L.C. and its Subsidiaries securing Indebtedness of Strategic Energy, L.L.C. under a credit facility providing for revolving credit advances to Strategic Energy, L.L.C. in an aggregate amount not exceeding $175,000,000.

( xx ) Liens on Property of KCPL arising in connection with utility co-ownership, co-operating and similar agreements that are consistent with the utilities business and ancillary operations.

( xxi ) Liens on assets held by entities which are required to be included in the Borrower’s consolidated financial statements solely as a result of the

application of Financial Accounting Standards Board Interpretation No. 46R, as it may be amended or supplemented.

( xxii ) Liens securing Swap Contracts permitted to be incurred under this Agreement.

( xxiii ) Liens securing any extension, renewal, replacement or refinancing of Indebtedness secured by any Lien referred to in the foregoing clauses (viii), (ix), (x), (xi), (xii), (xiii) and (xx); provided that (A) such new Lien shall be limited to all or part of the same Property that secured the original Lien (plus improvements on such Property) and (B) the amount secured by such Lien at such time is not increased to any amount greater than the amount outstanding at the time of such renewal, replacement or refinancing.

( xxiv ) Liens which would otherwise not be permitted by clauses (i) through (xxiii) securing additional Indebtedness of the Borrower or a Significant Subsidiary (other than a Project Finance Subsidiary); provided that after giving effect thereto the aggregate unpaid principal amount of Indebtedness (including Capitalized Lease Obligations) of the Borrower and its Significant Subsidiaries (other than any Project Finance Subsidiary) (including prepayment premiums and penalties) secured by Liens permitted by this clause (xix) shall not exceed the greater of (a) $50,000,000 and (b) 10% of Consolidated Tangible Net Worth.

6. 13 Affiliates .

Except to the extent required by applicable law with respect to transactions among the Borrower and its Subsidiaries (excluding any Project Finance Subsidiary), the Borrower will not, and will not permit any Subsidiary (other than any Project Finance Subsidiary) to, enter into any transaction (including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

6. 14 ERISA .

The Borrower will not, nor will it permit any Significant Subsidiary to, (i) voluntarily terminate any Plan, so as to result in any material liability of the Borrower or any Significant Subsidiary to the PBGC or (ii) enter into any Prohibited Transaction (as defined in Section 4975 of the Code and in Section 406 of ERISA) involving any Plan which results in any liability of the Borrower or any Significant Subsidiary that could reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect or (iii) cause any occurrence of any Reportable Event which results in any liability of the Borrower or any Significant Subsidiary to the PBGC that could reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect or (iv) allow or suffer to exist any other event or condition known to the Borrower which results in any material liability of the Borrower or any Significant Subsidiary to the PBGC.

6. 15 Total Indebtedness to Total Capitalization .

The Borrower shall at all times cause the ratio of (i) Total Indebtedness to (ii) Total Capitalization to be less than or equal to 0.65 to 1.0.

6. 16 Restrictions on Subsidiary Dividends .

The Borrower will not, nor will it permit any Significant Subsidiary (other than any Project Finance Subsidiary) to, be a party to any agreement prohibiting or restricting the ability of such Significant Subsidiary to declare or pay dividends to the Borrower; provided , that (a) the foregoing provisions of this Section 6.16 shall not prohibit the Borrower or any Significant Subsidiary from entering into any debt instrument containing a total debt to capitalization covenant and (b) Strategic Energy, L.L.C. may be a party to a credit agreement restricting its ability to pay dividends to the Borrower if a breach of any financial covenant in such agreement exists or would result from such payment so long as any such financial covenant is customary for similarly-situated companies.

ARTICLE VII

DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

7 . 1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Loan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made.

7 . 2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligations within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within three Business Days after the same becomes due.

7 . 3 The breach by the Borrower of any of the terms or provisions of Section 6.3 , 6.10 (with respect to the Borrower and its Significant Subsidiaries only), 6.11 , 6.12 , 6.13 , 6.15 or 6.16 .

7 . 4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII ) of any of the terms or provisions of this Agreement which is not remedied within 30 days after the earlier of (a) the Borrower becoming aware of such breach and (b) receipt by the Borrower of written notice from the Administrative Agent or any Lender; provided that if such breach is capable of cure but (i) cannot be cured by payment of money and (ii) cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently

pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date.

7 . 5 Failure of the Borrower or any of its Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (“Material Indebtedness”); or the default by the Borrower or any of its Significant Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Borrower or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.

7 . 6 The Borrower or any of its Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7 .

7 . 7 Without the application, approval or consent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 30 consecutive days.

7 . 8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.

7 . 9 The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge (i) any judgment or order for the payment of money in excess of $25,000,000 (either singly or in the aggregate with other such judgments) or (ii) any

non-monetary final judgment that has, or could reasonably be expected to have, a Material Adverse Effect, in either case which is not stayed on appeal or otherwise being appropriately contested in good faith.

7 . 10 A Change of Control shall occur.

7 . 11 A Reportable Event shall have occurred with respect to a Plan which could reasonably be expected to have a Material Adverse Effect and, 30 days after notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender, such Reportable Event shall still exist.

7 . 12 Any authorization or approval or other action by any governmental authority or regulatory body required for the execution, delivery or performance of this Agreement or any other Loan Document by the Borrower shall fail to have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force and effect, and such occurrence shall (i) adversely affect the enforceability of the Loan Documents against the Borrower and (ii) to the extent that such occurrence can be cured, shall continue for five days.

7 . 13 The Borrower shall fail to own, directly or indirectly, all of the outstanding stock of KCPL which, in the absence of any contingency, has the right to vote in an election of directors of KCPL.

ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8. 1 Acceleration; Letter of Credit Account .

( a ) If any Default described in Section 7.6 or 7.7 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the LC Collateral Account, equal to the excess of (i) the amount of Letter of Credit Obligations at such time over (ii) the amount on deposit in the LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives, and (y) upon notice to the Borrower and in addition to the continuing right to demand

payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount, which funds shall be deposited in the LC Collateral Account.

If (a) within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to the Borrower) and (b) before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

8. 2 Amendments .

Subject to the provisions of this Article VIII , the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or waiving any Default hereunder; provided that no such supplemental agreement shall:

( i ) Extend the final maturity of any Loan or the expiry date of any Letter of Credit to a date after the Facility Termination Date or forgive all or any portion of the principal amount thereof, or reduce the rate or extend the time of payment of interest or fees thereon, without the consent of each Lender directly affected thereby.

( ii ) Reduce the percentage specified in the definition of Required Lenders, without the consent of each Lender directly affected thereby.

( iii ) Increase the amount of the Commitment of any Lender without the consent of such Lender (except as provided for in Section 2.6 ), or extend the Facility Termination Date (except as provided for in Section 2.20 ), reduce the amount or extend the payment date for, the mandatory payments required under Section 2.2 or permit the Borrower to assign its rights under this Agreement, without the consent of each Lender directly affected thereby.

( iv ) Amend this Section 8.2 without the consent of each Lender directly affected thereby.

( v ) Release any funds from the LC Collateral Account, except to the extent such release is expressly permitted hereunder without the consent of each Lender directly affected thereby.

No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent, and no amendment of any provision of this Agreement relating to any Issuer shall be effective without the written

consent of such Issuer. The Administrative Agent may waive payment of the fee required under Section 12.1(b) without obtaining the consent of any other party to this Agreement.

8. 3 Preservation of Rights .

No delay or omission of the Lenders, the Issuers or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2 , and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent, the Lenders and the Issuers until the Obligations have been paid in full.

ARTICLE IX

GENERAL PROVISIONS

9. 1 Survival of Representations .

All representations and warranties of the Borrower contained in this Agreement shall survive the making of the Credit Extensions herein contemplated.

9. 2 Governmental Regulation .

Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9. 3 Headings .

Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9. 4 Entire Agreement .

The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent, the Lenders and the Issuers and supersede all prior agreements and understandings among the Borrower, the Administrative Agent, the Lenders and the Issuers relating to the subject matter thereof.

9. 5 Several Obligations; Benefits of this Agreement .

The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns; provided that the parties hereto expressly agree that each Arranger shall enjoy the benefits of the provisions of Sections 9.6 , 9.10 and 10.7 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

9. 6 Expenses; Indemnification .

( i ) The Borrower shall reimburse the Agents and the Arrangers for any reasonable costs and expenses (including fees and charges of outside counsel for the Agents) paid or incurred by the Agents or the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each Agent, each Arranger, each Lender and each Issuer for any reasonable costs, internal charges and expenses (including fees and charges of attorneys for such Agent, such Arranger, such Lender and such Issuer, which attorneys may be employees of such Agent, such Arranger, such Lender or such Issuer) paid or incurred by either Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement, attempted enforcement, and preservation of rights and remedies under, any of the Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding).

( ii ) The Borrower hereby further agrees to indemnify each Agent, each Arranger, each Lender, each Issuer, their respective affiliates and the directors, officers and employees of the foregoing against all losses, claims, damages, penalties, judgments, liabilities and expenses (including all expenses of litigation or preparation therefor whether or not either Agent, either Arranger, any Lender or any Issuer or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. In the case of any investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a third party, by the Borrower or by any affiliate of the Borrower. The obligations of the Borrower under this Section 9.6 shall survive the payment of the Obligations and termination of this Agreement.

( iii ) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (i) or (ii) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuer or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or any Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any Issuer in connection with such capacity.

9. 7 Numbers of Documents .

All statements, notices, closing documents, and requests hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.

9. 8 Accounting .

Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

9. 9 Severability of Provisions .

Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

9. 10 Nonliability of Lenders .

The relationship between the Borrower on the one hand and the Lenders, the Issuers and the Agents on the other hand shall be solely that of borrower and lender. None of either Agent, either Arranger, any Lender or any Issuer shall have any fiduciary responsibilities to the Borrower. None of either Agent, either Arranger, any Lender or any Issuer undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that none of either Agent, either Arranger, any Lender or any Issuer shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party

from which recovery is sought. None of either Agent, either Arranger, any Lender, any Issuer or any Related Party of any of the foregoing Persons shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. None of either Agent, either Arranger, any Lender, any Issuer or any Related Party of any of the foregoing Persons shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such recipient receives such information due to the gross negligence of the party from which recovery is sought.

9. 11 Limited Disclosure .

( a ) Neither the Administrative Agent nor any Lender may disclose to any Person any Specified Information (as defined below) except (i) to its, and its Affiliates’, officers, employees, agents, accountants, legal counsel, advisors and other representatives who have a need to know such Specified Information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Specified Information and instructed to keep such Specified Information confidential) or (ii) with the Borrower’s prior consent. “Specified Information” means information that the Borrower furnishes to the Administrative Agent or any Lender that is designated in writing as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent or such Lender from a source other than the Borrower.

( b ) The provisions of clause (a) above shall not apply to Specified Information (i) that is a matter of general public knowledge or has heretofore been or is hereafter published in any source generally available to the public, (ii) that is required to be disclosed by law, regulation or judicial order, (iii) that is requested by any regulatory body with jurisdiction over the Administrative Agent or any Lender, or (iv) that is disclosed (A) to legal counsel, accountants and other professional advisors to such Lender, (B) in connection with the exercise of any right or remedy hereunder or under any Note or any suit or other litigation or proceeding relating to this Agreement or any Note, (C) to a rating agency if required by such agency in connection with a rating relating to Credit Extensions hereunder or (D) to assignees or participants or potential assignees or participants who agree to be bound by the provisions of this Section 9.11.

9. 12 USA PATRIOT ACT NOTIFICATION .

The following notification is provided to the Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318: IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit or other financial services product. What this means for the Borrower: When the Borrower opens an account, the Lenders will ask for the Borrower’s name, tax identification

number, business address and other information that will allow the Administrative Agent and the Lenders to identify the Borrower. The Administrative Agent and the Lenders may also ask to see the Borrower’s legal organizational documents or other identifying documents.

9 . 13 Nonreliance .

Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the FRB) for the repayment of the Loans provided for herein.

9 . 14 No Advisory or Fiduciary Responsibility .

In connection with all aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Agents and the Arrangers, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each Agent and Arranger is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (iii) no Agent or Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Arranger has advised or is currently advising the Borrower or any of its Affiliates on other matters) and no Agent or Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Agents and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Agent or Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agents and the Arrangers have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against any Agent and any Arranger with respect to any breach or alleged breach of agency or fiduciary duty.

ARTICLE X

THE ADMINISTRATIVE AGENT

10. 1 Appointment and Authority .

Each of the Lenders and the Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuers, and the Borrower shall have no rights as a third party beneficiary of any of such provisions.

10. 2 Rights as a Lender .

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10. 3 Exculpatory Provisions .

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

( a ) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Unmatured Default has occurred and is continuing;

( b ) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

( c ) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to

or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.1 and 8.2 ) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Unmatured Default unless and until notice describing such Default or Unmatured Default is given to the Administrative Agent by the Borrower, a Lender or an Issuer.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Unmatured Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10. 4 Reliance by Administrative Agent .

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10. 5 Delegation of Duties .

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through

their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

10. 6 Resignation of Administrative Agent .

The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.6 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer, (b) the retiring Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuer to effectively assume the obligations of the retiring Issuer with respect to such Letters of Credit.

10. 7 Non-Reliance on Administrative Agent and Other Lenders .

Each Lender and each Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10. 8 No Other Duties, Etc .

Anything herein to the contrary notwithstanding, none of the Bookrunners or Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuer hereunder.

10. 9 Administrative Agent May File Proofs of Claim .

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

( a ) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuers and the Administrative Agent under Sections 2.5 , 2.19(d) , and 9.6 ) allowed in such judicial proceeding; and

( b ) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements

and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.5 and 9.6 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

ARTICLE XI

SETOFF; RATABLE PAYMENTS

11. 1 Setoff .

In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due.

11. 2 Ratable Payments .

If any Lender, whether by setoff or otherwise, has payment made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1 , 3.2 , 3.4 or 3.5 and payments made to any Issuer in respect of Reimbursement Obligations so long as the Lenders have not funded their participations therein) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in accordance with their respective Pro Rata Shares. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12. 1 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (d) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b) participations in Letter of Credit Obligations) at the time owing to it); provided that

( i ) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment Agreement, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

( ii ) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

( iii ) any assignment of a Commitment must be approved by the Administrative Agent and the Issuers unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);

(iv) such Lender shall at the same time enter into an Assignment Agreement (as defined in the KCPL Credit Agreement) with the same Eligible Assignee(s) in an amount representing an equal proportion of such Lender’s Commitment (as defined in the KCPL Credit Agreement) under the KCPL Credit Agreement; and

(v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule IV , and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.4, 3.5, and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

( c ) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and Letter of Credit Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Borrower and the Issuers at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register.

( d ) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Letter of Credit Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the proviso to Section 8.2 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.1 as though it were a Lender, provided such Participant agrees to be subject to Section 11.2 as though it were a Lender.

( e ) A Participant shall not be entitled to receive any greater payment under Section 3.1 or 3.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.5 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.5(iv) as though it were a Lender.

( f ) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

( g ) The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(h) Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower and the Lenders, resign as an Issuer. In the event of any such resignation as an Issuer, the Borrower shall be entitled to appoint from among the Lenders another Issuer hereunder; provided , however , that no failure by the Borrower to appoint any such Issuer shall affect the resignation of Bank of America as an Issuer. If Bank of America resigns as an Issuer, it shall retain all the rights, powers, privileges and duties of an Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuer and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to fund risk participations pursuant to Section 2.19(e)).

12. 2 Replacement of Lenders .

If (i) any Lender requests compensation under Section 3.1, (ii) the Borrower is required to pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to Section 3.4 or (iii) any Lender is a Non-Extending Lender pursuant to Section 2.20(b), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.1(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that:

( a ) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.1(b);

( b ) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from such Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

( c ) in the case of any such assignment resulting from a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.4 , such assignment will result in a reduction in such compensation or payments thereafter; and

( d ) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE XIII

NOTICES

13. 1 Notices .

Except as otherwise permitted by Section 2.14 with respect to borrowing notices, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (i) in the case of the Borrower or the Administrative Agent, at its address or facsimile number set forth on Schedule V , (ii) in the case of any Lender, at its address or facsimile number specified in its Administrative Questionnaire or (iii) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower in accordance with the provisions of this Section 13.1 . Each such notice, request or other communication shall be effective (a) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified in this Section; provided that notices to the Administrative Agent under Article II shall not be effective until received.

13. 2 Change of Address .

The Borrower, the Administrative Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE XIV

COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by facsimile transmission or telephone that it has taken such action.

ARTICLE XV

OTHER AGENTS

No Lender identified on the cover page, the signature pages or otherwise in this Agreement, or in any document related hereto, as being the “Syndication Agent” or a

“Co-Documentation Agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity other than those applicable to all Lenders. Each Lender acknowledges that it has not relied, and will not rely, on the Syndication Agent or any Co-Documentation Agent in deciding to enter into this Agreement or in taking or refraining from taking any action hereunder or pursuant hereto.

ARTICLE XVI

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

16. 1 CHOICE OF LAW .

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

16. 2 CONSENT TO JURISDICTION .

THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK CITY, NEW YORK.

16. 3 WAIVER OF JURY TRIAL .

THE BORROWER, THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,

OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

ARTICLE XVII

TERMINATION OF EXISTING CREDIT FACILIT Y

Lenders which are parties to the Existing Credit Facility (and which constitute “Required Lenders” under and as defined in the Existing Credit Facility) hereby waive any advance notice requirement for terminating the commitments under the Existing Credit Facility, and the Borrower and the applicable Lenders agree that the Existing Credit Facility and the commitments thereunder shall be terminated on the date hereof (except for any provisions thereof which by their terms survive termination thereof).

IN WITNESS WHEREOF, the Borrower, the Lenders, the Issuers and the Agents have executed this Agreement as of the date first above written.

GREAT PLAINS ENERGY INCORPORATED

By: /s/Michael W. Cline

Name: Michael W. Cline

Title: Treasurer and Chief Risk Officer

BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/Kevin Wagley

Name: Kevin Wagley

Title: Senior Vice President

BANK OF AMERICA, N.A.,

as an Issuer and as a Lender

By: /s/Kevin Wagley

Name: Kevin Wagley

Title: Senior Vice President

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent, as an Issuer and as a Lender

By: /s/Nancy R. Barwig

Name: Nancy R. Barwig

Title: Vice President

BNP PARIBAS,

as a Lender

By: /s/Francis J. Delaney

Name: Francis J. Delaney

Title: Managing Director

By: /s/Andrew Platt

Name: Andrew Platt

Title: Director

THE BANK OF TOKYO-MITSUBISHI UFJ,

LIMITED, CHICAGO BRANCH,

as a Lender

By: /s/Tsuguyuki Umene

Name: Tsuguyuki Umene

Title: Deputy General Manager

WACHOVIA BANK N.A.,

as a Lender

By: /s/Allison Newman

Name: Allison Newman

Title: Vice President

BANK OF NEW YORK,

as a Lender

By: /s/John-Paul Marotta

Name: John-Paul Marotta

Title: Managing Director

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By: /s/Keven D. Smith

Name: Keven D. Smith

Title: Senior Vice President

THE BANK OF NOVA SCOTIA,

as a Lender

By: /s/Thane Rattew

Name: Thane Rattew

Title: Managing Director

UMB BANK, N.A.,

as a Lender

By: /s/Robert P. Elbert

Name: Robert P. Elbert

Title: Senior Vice President

COMMERCE BANK, N.A.,

as a Lender

By: /s/R. David Emley, Jr.

Name: David Emley, Jr.

Title: Vice President

Strategic Energy, L.L.C.

Pittsburgh, PA 15222-1458

Reference is made to that certain Amended and Restated Credit Agreement, dated as of July 2, 2004, among Strategic Energy, L.L.C. (“ Borrower ”), LaSalle Bank National Association, in its capacity as Administrative Agent (“ Administrative Agent ”), various other financial institutions (“ Lenders ”), and PNC Bank, National Association, in its capacity as Syndication Agent, as amended by that certain Amendment No. 1, dated as of December 20, 2005, among the same parties (as so amended and as the same may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Section 7.3(B) of the Credit Agreement prohibits the Borrower and its Subsidiaries from selling, assigning, transferring, leasing, conveying or otherwise disposing of any property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except certain expressly enumerated dispositions. Section 7.3(C) of the Credit Agreement prohibits the Borrower and its Subsidiaries from directly or indirectly creating, incurring, assuming or permitting to exist any Lien on or with respect to any of their respective property or assets except certain expressly enumerated Liens.

Borrower desires to enter into an agreement with Consolidated Edison Company of New York (“ ConEd ”), pursuant to which Borrower will, in consideration for a payment by ConEd to Borrower (collectively, the “ ConEd Purchase Payments ”), either (i) assign to ConEd all monthly retail customer accounts receivable billed by ConEd on behalf of Borrower pursuant to a consolidated utility bill (collectively, the “ ESCO Customer Accounts ”) or (ii) in the alternative, grant to ConEd a security interest in the ESCO Customer Accounts (collectively, the “ ConEd A/R Assignment ”). Borrower has provided to Administrative Agent and Lenders a copy of the proposed Consolidated Utility Billing Service and Assignment Agreement to be entered into with ConEd to evidence the ConEd A/R Assignment. Borrower has requested Lenders to consent to the ConEd A/R Assignment, pursuant to Sections 7.3(B) and 7.3(C) and any other applicable Section of the Credit Agreement, and in connection therewith (a) to the extent the ConEd A/R Assignment constitutes a true sale of Borrower’s ESCO Customer Accounts, release any Lien Administrative Agent and Lenders may have in the sold ESCO Customer Accounts or (b) in the alternative, to the extent that the ConEd A/R Assignment

Strategic Energy/Consent

constitutes a secured financing, subordinate any Lien Administrative Agent and Lenders may have in the pledged ESCO Customer Accounts to the Lien granted to ConEd.

In reliance on the representations and warranties provided by Borrower and GPE in this letter consent and in connection with the request for such consent, and subject to the conditions precedent to effectiveness of this letter agreement set forth below, Administrative Agent and Lenders hereby consent to the proposed ConEd A/R Assignment, and in connection therewith (a) to the extent the ConEd A/R Assignment constitutes a true sale of Borrower’s ESCO Customer Accounts, release any Lien Administrative Agent and Lenders may have in the sold ESCO Customer Accounts or (b) in the alternative, to the extent that the ConEd A/R Assignment constitutes a secured financing, subordinate any Lien Administrative Agent and Lenders may have in the pledged ESCO Customer Accounts to the Lien granted to ConEd.

Specific Conditions Precedent to Effectiveness

1. Borrower shall have entered into with ConEd a Consolidated Utility Billing Service and Assignment Agreement substantially in the form provided to Administrative Agent and Lenders prior to the date hereof, and with only such amendments or modifications thereto from time to time as shall not reasonably be expected to have an adverse effect on Administrative Agent or Lenders.

2. The outstanding amount of ESCO Customer Accounts assigned or pledged by Borrower at any one time (prior to the payment thereof by ConEd as provided in the Consolidated Utility Billing Service and Assignment Agreement ) shall not exceed $5,000,000, and shall only apply to ESCO Customer Accounts with respect to retail customers acquired by Borrower after the date of its execution of the Consolidated Utility Billing Service and Assignment Agreement.

3. Borrower shall pay all reasonable costs, fees, and expenses paid or incurred by Administrative Agent incident to this letter consent, including, without limitation, the reasonable fees and expenses of Administrative Agent’s counsel in connection with the negotiation, preparation, delivery, and execution of this letter consent and any related documents.

Acknowledgement of Pledge

Borrower by its execution below hereby expressly acknowledges that the grant and pledge by Borrower to Administrative Agent, for the benefit of itself and Lenders, of a security interest in its property pursuant to the Security Agreement includes (and Borrower hereby expressly remakes such grant and pledge) all accounts associated with the ConEd Purchase Payments, including any and all proceeds thereof, subject to the subordination provisions set forth herein.

Strategic Energy/Consent

Representations

As a material inducement to Administrative Agent and Lenders to execute and deliver this letter consent, Borrower hereby represents and warrants to Lenders and Administrative Agent (with the knowledge and intent that such parties are relying upon the same in entering into this letter consent) the following:

(a) This letter consent and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their respective terms.

(b) Subject to any exceptions that would be necessitated by the ConEd transaction described herein, Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and other Loan Documents and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this letter consent.

(c) No Event of Default or Default has occurred and is continuing or would exist after giving effect to this letter consent.

(d) Borrower has no defense, counterclaim or offset with respect to the Credit Agreement with respect to actions or omissions of the Administrative Agent or the Lenders prior to the date of this letter consent.

(e) This letter consent has been duly executed and delivered by a duly authorized officer of Borrower.

General

Except as expressly provided by this letter consent, the terms and provisions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and effect. Without limiting any condition to effectiveness set forth above, the consent provided and agreed to herein are to be effective only upon receipt by Administrative Agent of an execution counterpart of this letter agreement signed by Borrower, GPE (solely for the purpose of ratifying and confirming its Amended and Restated Limited Guaranty dated as of July 2, 2004) and Lenders. The consent contained herein shall not constitute a course of dealing between Borrower, GPE, Administrative Agent and Lenders, and shall not constitute a waiver or amendment of any Default or Event of Default, now or hereafter, arising, or any other provision of the Credit Agreement or the other Loan Documents. This consent letter shall be governed by, construed and enforced in accordance with all provisions of the Credit Agreement, including as to choice of law, and may be executed in multiple counterparts. Administrative Agent and Lenders hereby agree, upon reasonable request from Borrower or GPE, but only as required from Borrower or GPE by ConEd, to execute such other documents and take such other actions as are

Strategic Energy/Consent

May 31, 2006

Page 4

reasonably required in order to evidence the consent and subordination that is the subject of this consent letter.

Please evidence your acknowledgment of and agreement to the foregoing by executing this letter agreement in the place indicated below.

	Sincerely, LASALLE BANK NATIONAL ASSOCIATION as Administrative Agent, as a Lender and as an Issuing Bank

	By: Name: Title:	/s/Mark H. Veach Mark H. Veach Senior Vice President & Division Head

Strategic Energy/Consent

May 31, 2006

Page 5