KANSAS CITY POWER & LIGHT CO (Form: 10-Q, Received: 08/05/2011 17:04:15)


	Three Months Ended				Year to Date
	June 30				June 30
	2011		2010		2011			2010
Income	(millions, except per share amounts)
Net income	$	43.4	$	64.4	$	45.7		$	84.7
Less: net income (loss) attributable to noncontrolling interest		-		0.1		(0.1	)		0.1
Less: preferred stock dividend requirements		0.4		0.4		0.8			0.8
Earnings available for common shareholders	$	43.0	$	63.9	$	45.0		$	83.8
Common Shares Outstanding
Average number of common shares outstanding		135.6		135.1		135.5			135.0
Add: effect of dilutive securities		3.3		1.5		3.1			1.6
Diluted average number of common shares outstanding		138.9		136.6		138.6			136.6
Basic EPS	$	0.32	$	0.47	$	0.33		$	0.62
Diluted EPS	$	0.31	$	0.47	$	0.32		$	0.61

The computation of diluted EPS for the three months ended June 30, 2011, excludes anti-dilutive shares consisting of 201,571 performance shares, 12,115 restricted stock shares and 154,096 stock options.

The computation of diluted EPS year to date June 30, 2011, excludes anti-dilutive shares consisting of 201,571 performance shares, 43,641 restricted stock shares and 154,096 stock options.

The computation of diluted EPS for the three months ended June 30, 2010, excludes anti-dilutive shares consisting of 41,604 performance shares, 93,106 restricted stock shares and 207,290 stock options.

The computation of diluted EPS year to date June 30, 2010, excludes anti-dilutive shares consisting of 50,034 performance shares, 251,526 restricted stock shares and 213,248 stock options.

Dividends Declared

In August 2011, Great Plains Energy’s Board of Directors (Board) declared a quarterly dividend of $0.2075 per share on Great Plains Energy’s common stock. The common dividend is payable September 20, 2011, to shareholders of record as of August 29, 2011. The Board also declared regular dividends on Great Plains Energy’s preferred stock, payable December 1, 2011, to shareholders of record as of November 9, 2011.

In August 2011, KCP&L’s Board of Directors declared a cash dividend payable to Great Plains Energy of $25 million payable on September 16, 2011.

2.	SUPPLEMENTAL CASH FLOW INFORMATION

Great Plains Energy Other Operating Activities
Year to Date June 30	2011			2010
Cash flows affected by changes in:	(millions)
Receivables	$	(14.1	)	$	(33.0	)
Accounts receivable pledged as collateral		-			(95.0	)
Fuel inventories		3.2			(2.9	)
Materials and supplies		(3.1	)		(7.8	)
Accounts payable		(67.2	)		(49.0	)
Accrued taxes		33.6			29.4
Accrued interest		(4.5	)		(0.9	)
Deferred refueling outage costs		(31.0	)		5.6
Fuel adjustment clauses		(11.0	)		1.6
Pension and post-retirement benefit obligations		7.2			7.8
Allowance for equity funds used during construction		(0.3	)		(20.2	)
Interest rate hedge settlements		(26.1	)		-
Iatan Nos. 1 and 2 impact of disallowed construction costs		2.3			-
Uncertain tax positions		(19.6	)		6.3
Other		(26.8	)		(16.2	)
Total other operating activities	$	(157.4	)	$	(174.3	)
Cash paid during the period:
Interest	$	138.4		$	114.1
Income taxes	$	0.1		$	0.2
Non-cash investing activities:
Liabilities assumed for capital expenditures	$	31.5		$	34.3

KCP&L Other Operating Activities
Year to Date June 30	2011			2010
Cash flows affected by changes in:	(millions)
Receivables	$	(9.7	)	$	5.6
Accounts receivable pledged as collateral		-			(95.0	)
Fuel inventories		(4.1	)		(5.3	)
Materials and supplies		(3.3	)		(5.3	)
Accounts payable		(47.1	)		(50.9	)
Accrued taxes		30.6			20.4
Accrued interest		(3.0	)		(1.3	)
Deferred refueling outage costs		(31.0	)		5.6
Pension and post-retirement benefit obligations		14.1			19.1
Allowance for equity funds used during construction		-			(16.1	)
Kansas Energy Cost Adjustment		(10.8	)		(2.5	)
Iatan Nos. 1 and 2 impact of disallowed construction costs		1.5			-
Uncertain tax positions		(11.8	)		1.1
Other		(20.5	)		(2.2	)
Total other operating activities	$	(95.1	)	$	(126.8	)
Cash paid during the period:
Interest	$	62.2		$	47.3
Income taxes	$	0.1		$	39.9
Non-cash investing activities:
Liabilities assumed for capital expenditures	$	22.4		$	31.0

Significant Non-Cash Items

On January 1, 2010, Great Plains Energy and KCP&L adopted new accounting guidance for transfers of financial assets, which resulted in the recognition of $95.0 million of accounts receivable pledged as collateral and a corresponding short-term collateralized note payable on Great Plains Energy’s and KCP&L’s balance sheets. As a result, cash flows from operating activities were reduced by $95.0 million and cash flows from financing activities were raised by $95.0 million with no impact to the net change in cash year to date June 30, 2010.

3.	RECEIVABLES

Great Plains Energy’s and KCP&L’s receivables are detailed in the following table.


	June 30			December 31
	2011			2010
Great Plains Energy	(millions)
Customer accounts receivable - billed	$	72.5		$	62.0
Customer accounts receivable - unbilled		108.3			82.3
Allowance for doubtful accounts		(2.2	)		(2.7	)
Other receivables		72.5			100.1
Total	$	251.1		$	241.7
KCP&L
Customer accounts receivable - billed	$	13.6		$	6.5
Customer accounts receivable - unbilled		67.7			50.1
Allowance for doubtful accounts		(1.4	)		(1.5	)
Intercompany receivables		30.4			43.2
Other receivables		52.1			71.1
Total	$	162.4		$	169.4

Great Plains Energy’s and KCP&L’s other receivables at June 30, 2011, and December 31, 2010, consisted primarily of receivables from partners in jointly owned electric utility plants and wholesale sales receivables.

Sale of Accounts Receivable – KCP&L

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. Receivables Company’s sale of the undivided percentage ownership interest in accounts receivable to Victory Receivables Corporation is accounted for as a secured borrowing with $95.0 million of accounts receivables pledged as collateral and a corresponding short-term collateralized note payable recognized on Great Plains Energy’s and KCP&L’s balance sheets at June 30, 2011, and December 31, 2010.

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 1.5% of the outstanding principal amount of the receivables sold to Receivables Company. KCP&L does not recognize a servicing asset or liability because management determined the collection agent fee earned by KCP&L approximates market value. The agreement expires in October 2011 and is expected to be renewed.

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


				Receivables			Consolidated
Three Months Ended June 30, 2011	KCP&L			Company			KCP&L
	(millions)
Receivables (sold) purchased	$	(347.7	)	$	347.7		$	-
Gain (loss) on sale of accounts receivable (a)		(4.4	)		3.9			(0.5	)
Servicing fees		0.5			(0.5	)		-
Fees to outside investor		-			(0.3	)		(0.3	)

Cash flows during the period
Cash from customers transferred to Receivables Company		(309.9	)		309.9			-
Cash paid to KCP&L for receivables purchased		306.0			(306.0	)		-
Servicing fees		0.5			(0.5	)		-
Interest on intercompany note		0.1			(0.1	)		-


				Receivables			Consolidated
Year to Date June 30, 2011	KCP&L			Company			KCP&L
	(millions)
Receivables (sold) purchased	$	(639.6	)	$	639.6		$	-
Gain (loss) on sale of accounts receivable (a)		(8.1	)		7.8			(0.3	)
Servicing fees		1.1			(1.1	)		-
Fees to outside investor		-			(0.6	)		(0.6	)

Cash flows during the period
Cash from customers transferred to Receivables Company		(618.2	)		618.2			-
Cash paid to KCP&L for receivables purchased		610.4			(610.4	)		-
Servicing fees		1.1			(1.1	)		-
Interest on intercompany note		0.2			(0.2	)		-


				Receivables			Consolidated
Three Months Ended June 30, 2010	KCP&L			Company			KCP&L
	(millions)
Receivables (sold) purchased	$	(331.4	)	$	331.4		$	-
Gain (loss) on sale of accounts receivable (a)		(4.2	)		3.6			(0.6	)
Servicing fees		0.6			(0.6	)		-
Fees to outside investor		-			(0.3	)		(0.3	)

Cash flows during the period
Cash from customers transferred to Receivables Company		(290.8	)		290.8			-
Cash paid to KCP&L for receivables purchased		287.2			(287.2	)		-
Servicing fees		0.6			(0.6	)		-
Interest on intercompany note		0.1			(0.1	)		-


					Receivables			Consolidated
Year to Date June 30, 2010		KCP&L			Company			KCP&L
		(millions)
Receivables (sold) purchased		$	(625.7	)	$	625.7		$	-
Gain (loss) on sale of accounts receivable (a)			(7.9	)		7.5			(0.4	)
Servicing fees			1.1			(1.1	)		-
Fees to outside investor			-			(0.6	)		(0.6	)

Cash flows during the period
Cash from customers transferred to Receivables Company			(598.9	)		598.9			-
Cash paid to KCP&L for receivables purchased			591.4			(591.4	)		-
Servicing fees			1.1			(1.1	)		-
Interest on intercompany note			0.2			(0.2	)		-
(a)	Any net gain (loss) is the result of the timing difference inherent in collecting receivables and
	over the life of the agreement will net to zero.

4.	NUCLEAR PLANT

KCP&L owns 47% of Wolf Creek Generating Station (Wolf Creek), its only nuclear generating unit. Wolf Creek is located in Coffey County, Kansas, just northeast of Burlington, Kansas. Wolf Creek’s operating license expires in 2045. Wolf Creek is regulated by the Nuclear Regulatory Commission (NRC), with respect to licensing, operations and safety-related requirements. Wolf Creek had been on a status that called for heightened NRC oversight. In May 2011, the NRC moved Wolf Creek back to the lowest level of NRC oversight.

In March 2011, the NRC established a task force to conduct a 90-day review and a longer-term review of U.S. nuclear power plant safety in the aftermath of a March 11, 2011, earthquake and tsunami that eventually resulted in station blackout and a level 7 event on the International Nuclear and Radiological Event Scale (the highest level event on the scale) at Japan’s Fukushima Daiichi nuclear power plant. On July 12, 2011, the task force issued an extensive report on the ramifications of the Fukushima earthquake/tsunami for nuclear power plant regulation in the U.S. The report confirms the safety of nuclear plants in the U.S., but also contains several recommendations to enhance nuclear plant safety and preparedness to manage severe events. The NRC will begin systematically reviewing the report and recommendations through their regulatory process. The timing and effects of any NRC action cannot be determined at this time.

Spent Nuclear Fuel and High-Level Radioactive Waste

Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. KCP&L pays the DOE a quarterly fee of one-tenth of a cent for each kWh of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. These disposal costs are charged to fuel expense. In March 2010, the DOE filed a motion to withdraw its application to the NRC to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada, which would bring the licensing process to an end. An NRC board denied the DOE’s motion to withdraw its application in June 2010, and the DOE appealed that decision to the full NRC in July 2010. The NRC has not yet decided that appeal. Additional lawsuits had been filed questioning the DOE’s legal authority to withdraw its license application but on July 1, 2011, a federal appellate court dismissed the lawsuits. Wolf Creek has an on-site storage facility designed to hold all spent fuel generated at the plant through 2025, and believes it will be able to expand on-site storage as needed past 2025. Management cannot predict when, or if, an alternative disposal site will be available to receive Wolf Creek’s spent nuclear fuel and will continue to monitor this activity. See Note 11 for a related legal proceeding.

Low-Level Radioactive Waste

Wolf Creek disposes of most of its low-level radioactive waste (Class A waste) at an existing third-party repository in Utah. Management expects that the site located in Utah will remain available to Wolf Creek for disposal of its Class A waste. Wolf Creek has contracted with a waste processor that will process, take title and store in another state most of the remainder of Wolf Creek’s low-level radioactive waste (Classes B and C waste, which is higher in radioactivity but much lower in volume). Should on-site waste storage be needed in the future, Wolf Creek has current storage capacity on site for about four years’ generation of Classes B and C waste and believes it will be able to expand that storage capacity as needed if it becomes necessary to do so.

Nuclear Decommissioning Trust Fund

The following table summarizes the change in Great Plains Energy’s and KCP&L’s nuclear decommissioning trust fund.


	June 30		December 31
	2011		2010
Decommissioning Trust	(millions)
Beginning balance January 1	$	129.2	$	112.5
Contributions		1.7		3.7
Earned income, net of fees		3.4		2.0
Net realized gains		0.1		6.7
Net unrealized gains		3.8		4.3
Ending balance	$	138.2	$	129.2

The nuclear decommissioning trust is reported at fair value on the balance sheets and is invested in assets as detailed in the following table.


	June 30									December 31
	2011									2010
	Cost		Unrealized		Unrealized			Fair		Cost		Unrealized		Unrealized			Fair
	Basis		Gains		Losses			Value		Basis		Gains		Losses			Value
	(millions)
Equity securities	$	73.7	$	17.1	$	(1.4	)	$	89.4	$	73.4	$	13.1	$	(1.0	)	$	85.5
Debt securities		41.8		2.8		(0.1	)		44.5		38.1		2.6		(0.1	)		40.6
Other		4.3		-		-			4.3		3.1		-		-			3.1
Total	$	119.8	$	19.9	$	(1.5	)	$	138.2	$	114.6	$	15.7	$	(1.1	)	$	129.2

The weighted average maturity of debt securities held by the trust at June 30, 2011, was approximately 7.5 years. The costs of securities sold are determined on the basis of specific identification. The following table summarizes the realized gains and losses from the sale of securities by the nuclear decommissioning trust fund.


	Three Months Ended						Year to Date
	June 30						June 30
	2011			2010			2011			2010
	(millions)
Realized gains	$	0.7		$	0.2		$	0.8		$	7.0
Realized losses		(0.7	)		(0.1	)		(0.7	)		(0.5	)

5.	REGULATORY MATTERS

KCP&L Kansas Rate Case Proceedings

In November 2010, KCC issued an order, effective December 1, 2010, for KCP&L, authorizing an increase in annual revenues of $21.8 million, a return on equity of 10.0%, an equity ratio of approximately 49.7% and a Kansas jurisdictional rate base of $1.781 billion. The annual revenue increase was subsequently adjusted by KCC in a January 2011 reconsideration order to $22.0 million. In February 2011, KCC issued an order granting KCP&L and another party to the case their respective petitions for reconsideration regarding rate case expenses and therefore, approximately $1.4 million of the annual revenue increase is considered as interim subject to refund or true-up pending the outcome of the reconsideration proceedings regarding rate case expenses. A hearing is scheduled for September 2011 with a decision expected in the fourth quarter of 2011. The rates authorized by KCC are effective unless and until modified by KCC or stayed by a court.

KCP&L Missouri Rate Case Proceedings

On June 4, 2010, KCP&L filed a request with the MPSC to increase its Missouri retail electric annual revenues by $92.1 million. The request was ultimately adjusted during the rate case proceedings by KCP&L to $66.5 million as the net result of lower fuel and purchased power costs and other updates to the case. KCP&L’s initial and updated requests reflected, among other things, a proposed annual offset to its revenue requirement for the Missouri jurisdictional portion of KCP&L’s annual non-firm wholesale electric sales margin (wholesale margin offset); the final update included a proposed wholesale margin offset of approximately $29.4 million. On April 12, 2011, the MPSC issued its order and on April 14, 2011, the MPSC Staff filed a report which quantified the authorized revenue increase as approximately $34.8 million on an annual basis, which reflects a wholesale margin offset of approximately $45.9 million and authorizes a return on equity of 10.0%, an equity ratio of approximately 46.3% and a Missouri jurisdictional rate base of approximately $2.0 billion. If the actual Missouri jurisdiction wholesale margin amount exceeds the $45.9 million level reflected in the MPSC order, the difference will be recorded as a regulatory liability and will be returned, with interest, to KCP&L Missouri customers in a future rate case. The MPSC order provides the opportunity for KCP&L to retain a larger amount of non-firm wholesale electric sales margin than KCP&L proposed; however, there are no assurances that KCP&L will achieve the $45.9 million wholesale margin offset amount and there are no means for KCP&L to recover any shortfall through its retail rates. The rates established by the MPSC order took effect on May 4, 2011.

As a result of disallowances in the MPSC order, KCP&L recognized losses of $1.5 million for construction costs related to Iatan No. 2 and the Iatan No. 1 environmental project year to date June 30, 2011. KCP&L also recorded a $2.4 million loss for other disallowed costs in the MPSC order.

In a related order, the MPSC required KCP&L and GMO to apply to the Internal Revenue Service to reallocate approximately $26.5 million of Iatan No. 2 qualifying advance coal project tax credits from KCP&L to GMO, which they have done and are awaiting a decision. If KCP&L and GMO are unsuccessful, the MPSC has indicated that it intends for GMO’s customers to be compensated for the tax credits and that it will consider the ratemaking treatment of the tax credits in a future rate case. Certain ratemaking treatments that may be pursued by the MPSC could trigger the loss or repayment to the Internal Revenue Service of a portion of unamortized deferred investment tax credits. At June 30, 2011, KCP&L and GMO had $128.9 million and $3.7 million, respectively, of unamortized deferred investment tax credits .

GMO Missouri Rate Case Proceedings

jurisdictional rate base of $1.76 billion. In response to applications for clarification and rehearing of the MPSC order, the MPSC, on May 27, 2011, issued an order of clarification and modification. The modified MPSC order revised the authorized annual revenue increase to approximately $35.7 million for GMO’s Missouri Public Service division and approximately $29.8 million for GMO’s L&P division, resulting primarily from a clarification of the amount of fuel costs shifted from GMO’s fuel adjustment clause to base rates. However, because the MPSC authorized an annual revenue increase that was greater than the amount originally requested by GMO and communicated to GMO’s customers, the modified MPSC order deferred approximately $7.7 million of the L&P division increase, which is the amount over GMO’s requested $22.1 million increase for that division, and will phase in the deferred revenue amount in equal parts over a two-year period, plus carrying costs.

As a result of disallowances in the MPSC order, GMO recognized losses of $0.8 million for construction costs related to Iatan No. 2 and the Iatan No. 1 environmental project year to date June 30, 2011. GMO also recorded a $1.5 million loss for other disallowed costs in the MPSC order.

Additionally, with respect to GMO’s Missouri Public Service division, the MPSC concluded that GMO’s decision to add Crossroads Energy Center (Crossroads) to its generation asset resources was prudent and reasonable; however, the order disallowed from rate base approximately $50 million for Crossroads, disallowed $4.9 million in associated annual transmission expense and offset rate base by approximately $15 million to reflect accumulated deferred taxes associated with Crossroads. GMO’s request included a net plant amount of approximately $104 million for Crossroads. In assessing the impact of the Crossroads disallowances, management considered that KCP&L’s and GMO’s generation asset resources include a diverse fuel mix consisting primarily of coal and nuclear fuel providing base load generation with natural gas facilities such as Crossroads to provide critical peaking and capacity support. This combined collection of generating assets meets KCP&L’s and GMO’s service obligations and produces joint cash flows based on system-wide average costs. Great Plains Energy conducted an analysis to assess the recoverability of the combined collection of generation asset resources and determined that no potential impairment exists.

The rates established by the modified MPSC order took effect on June 25, 2011. On June 24, 2011, GMO filed its appeal of the MPSC order with the Cole County, Missouri, Circuit Court regarding the Crossroads issues discussed above. Other parties to the case have also filed appeals of the MPSC order. However, the rates authorized by the modified MPSC order will be effective unless and until modified by the MPSC or stayed by a court.

SPP and NERC Inquiries

The Southwest Power Pool, Inc. (SPP) conducted a compliance inquiry regarding a transmission system outage that occurred in the St. Joseph, Missouri area in the summer of 2009. The North American Electric Reliability Corporation (NERC) is also investigating the circumstances surrounding this transmission system outage. The outcome of the outage inquiry cannot be predicted at this time.

MPSC Regulatory Approval of the GMO Acquisition

Appeals of the MPSC order approving the GMO acquisition were filed with the Cole County, Missouri, Circuit Court, which affirmed the order in June 2009. That decision was appealed and the Missouri Court of Appeals, Western District, upheld the MPSC order in August 2010. The case was transferred to the Missouri Supreme Court in December 2010. On July 19, 2011, the Missouri Supreme Court affirmed the Circuit Court’s ruling that affirmed the MPSC order approving the GMO acquisition.

Regulatory Assets and Liabilities

Great Plains Energy’s and KCP&L’s regulatory assets and liabilities are detailed in the following tables.


							Great
June 30, 2011	KCP&L			GMO			Plains Energy
Regulatory Assets	(millions)
Taxes recoverable through future rates	$	119.1		$	25.0		$	144.1
Loss on reacquired debt		6.6	(a)		0.6	(a)		7.2
Cost of removal		9.3			-			9.3
Asset retirement obligations		29.4			13.3			42.7
Pension settlements		6.8	(b)		-			6.8
Pension and post-retirement costs		357.7	(c)		116.0	(c)		473.7
Deferred customer programs		46.1	(d)		18.1			64.2
Rate case expenses		10.7	(e)		4.6	(e)		15.3
Skill set realignment costs		4.1	(f)		-			4.1
Fuel adjustment clauses		18.9	(e)		37.5	(e)		56.4
Acquisition transition costs		27.7	(g)		22.4	(g)		50.1
St. Joseph Light & Power acquisition		-			2.3	(h)		2.3
Storm damage		-			2.4	(i)		2.4
Derivative instruments		-			1.5	(j)		1.5
Iatan No. 1 and Common facilities depreciation and carrying costs		16.7			6.2			22.9
Iatan No. 2 construction accounting costs		28.0			15.5			43.5
Other		2.5	(k)		0.7	(k)		3.2
Total	$	683.6		$	266.1		$	949.7
Regulatory Liabilities
Emission allowances	$	84.0		$	0.4		$	84.4
Asset retirement obligations		51.1			-			51.1
Pension		0.2			38.9			39.1
Cost of removal		-			62.8	(l)		62.8
Other		11.9			18.4			30.3
Total	$	147.2		$	120.5		$	267.7

(a)	Amortized over the life of the related new debt issuances or the remaining lives of the old debt issuances if no new debt was issued.

(b)	$3.7 million not included in rate base and amortized through 2012.

(c)	Represents the funded status of the pension plans more than offset by related liabilities. Also represents financial and regulatory accounting method differences not included in rate base that will be eliminated over the life of the pension plans.

(d)	$11.6 million not included in rate base and amortized over various periods.

(e)	Not included in rate base and amortized over various periods.

(f)	$2.6 million not included in rate base and amortized through 2017.

(g)	Not included in rate base and amortized through 2016.

(h)	Not included in rate base and amortized through 2015.

(i)	Not included in rate base and amortized through 2012.

(j)	Represents the fair value of derivative instruments for commodity contracts. Settlements of the contracts are recognized in fuel expense and included in GMO’s fuel adjustment clause (FAC).

(k)	Certain insignificant items are not included in rate base and amortized over various periods.

(l)	Estimated cumulative net provision for future removal costs.


					Great
December 31, 2010	KCP&L		GMO		Plains Energy
Regulatory Assets	(millions)
Taxes recoverable through future rates	$	117.2	$	25.3	$	142.5
Loss on reacquired debt		5.0		0.7		5.7
Cost of removal		8.5		-		8.5
Asset retirement obligations		27.5		12.8		40.3
Pension settlements		9.0		-		9.0
Pension and post-retirement costs		377.1		106.7		483.8
Deferred customer programs		44.7		15.6		60.3
Rate case expenses		12.3		3.3		15.6
Skill set realignment costs		4.8		-		4.8
Fuel adjustment clauses		8.4		37.1		45.5
Acquisition transition costs		29.3		22.5		51.8
St. Joseph Light & Power acquisition		-		2.6		2.6
Storm damage		-		3.2		3.2
Derivative instruments		-		3.1		3.1
Iatan No. 1 and Common facilities depreciation and carrying costs		15.1		4.3		19.4
Iatan No. 2 construction accounting costs		17.2		6.5		23.7
Other		3.5		0.7		4.2
Total	$	679.6	$	244.4	$	924.0
Regulatory Liabilities
Emission allowances	$	85.9	$	0.5	$	86.4
Asset retirement obligations		44.9		-		44.9
Pension		-		37.1		37.1
Cost of removal		-		62.8		62.8
Other		10.5		16.5		27.0
Total	$	141.3	$	116.9	$	258.2

6.	PENSION PLANS, OTHER EMPLOYEE BENEFITS AND VOLUNTARY SEPARATION PROGRAM

Great Plains Energy maintains defined benefit pension plans for substantially all active and inactive employees, including officers, and also provides certain post-retirement health care and life insurance benefits for substantially all retired employees of KCP&L, GMO, and Wolf Creek Nuclear Operating Corporation (WCNOC).

KCP&L and GMO record pension expense in accordance with rate orders from the MPSC and KCC that allow the difference between pension costs under Generally Accepted Accounting Principles (GAAP) and pension costs for ratemaking to be recognized as a regulatory asset or liability. The current rate orders allow similar regulatory treatment for post-retirement benefits. The differences between the financial and regulatory accounting methods are due to timing and will be eliminated over the life of the pension and post-retirement plans.

The following tables provide Great Plains Energy’s components of net periodic benefit costs prior to the effects of capitalization and sharing with joint-owners of power plants.


	Pension Benefits						Other Benefits
Three Months Ended June 30	2011			2010			2011			2010
Components of net periodic benefit costs	(millions)
Service cost	$	7.8		$	7.6		$	0.8		$	0.9
Interest cost		12.6			12.3			1.9			2.2
Expected return on plan assets		(9.7	)		(9.2	)		(0.5	)		(0.6	)
Prior service cost		1.2			1.2			1.8			1.8
Recognized net actuarial loss (gain)		9.5			9.4			(0.2	)		-
Transition obligation		-			-			0.4			0.4
Settlement charge		0.2			-			-			-
Net periodic benefit costs before
regulatory adjustment		21.6			21.3			4.2			4.7
Regulatory adjustment		(5.9	)		(8.1	)		0.1			-
Net periodic benefit costs	$	15.7		$	13.2		$	4.3		$	4.7


	Pension Benefits						Other Benefits
Year to Date June 30	2011			2010			2011			2010
Components of net periodic benefit costs	(millions)
Service cost	$	15.6		$	15.2		$	1.6		$	1.8
Interest cost		25.1			24.6			3.9			4.4
Expected return on plan assets		(19.3	)		(18.3	)		(0.9	)		(1.1	)
Prior service cost		2.3			2.4			3.6			3.6
Recognized net actuarial loss (gain)		19.2			18.7			(0.3	)		-
Transition obligation		-			-			0.7			0.7
Settlement charge		0.2			-			-			-
Net periodic benefit costs before
regulatory adjustment		43.1			42.6			8.6			9.4
Regulatory adjustment		(12.3	)		(16.5	)		0.3			-
Net periodic benefit costs	$	30.8		$	26.1		$	8.9		$	9.4

Year to date June 30, 2011, Great Plains Energy contributed $31.6 million to the pension plans and expects to contribute an additional $82.2 million in 2011 to satisfy the funding requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and the MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L. Also in 2011, the Company expects to contribute $17.1 million to the post-retirement benefit plans, of which the majority will be funded by KCP&L.

Voluntary Separation Program

In March 2011, Great Plains Energy and KCP&L announced an organizational realignment and voluntary separation program to assist in the management of overall costs within the level reflected in the Companies’ retail electric rates and to enhance organizational efficiency. Savings from the realignment process and voluntary separation program, including approximately $15 million in labor costs on an annual basis, are expected to partially offset projected cost increases. Under the voluntary separation program, any non-union employee could voluntarily elect to separate and receive a severance payment equal to two weeks of salary for every year of employment, with a minimum severance payment equal to fourteen weeks of salary. There were 140 employees that made such elections and the majority separated on April 30, 2011. Great Plains Energy recorded $3.0 million and $12.7 million, respectively, for the three months ended and year to date June 30, 2011, related to this voluntary separation program reflecting severance and related payroll taxes to employees who elected to

voluntarily separate. KCP&L recorded $2.4 million and $9.2 million, respectively, for the three months ended and year to date June 30, 2011, related to this voluntary separation program.

At June 30, 2011, there was no material pension settlement charge from the voluntary separation program as a result of accelerated pension distributions. The Companies will continue to assess if a material pension settlement charge may result from additional accelerated pension distributions subsequent to June 30, 2011. If a pension settlement charge is incurred, the Companies expect to defer the charge and recover it over future periods pursuant to existing and past regulatory agreements. The amount of accelerated pension distributions resulting from the voluntary separation program may also result in increased pension funding requirements in 2011 under ERISA.

7.	EQUITY COMPENSATION

Great Plains Energy’s Long-Term Incentive Plan is an equity compensation plan approved by Great Plains Energy’s shareholders. The Long-Term Incentive Plan permits the grant of restricted stock, stock options, limited stock appreciation rights, director shares, director deferred share units and performance shares to directors, officers and other employees of Great Plains Energy and KCP&L. Forfeiture rates are based on historical forfeitures and future expectations and are reevaluated annually.

The following table summarizes Great Plains Energy’s and KCP&L’s equity compensation expense and associated income tax benefits.


	Three Months Ended				Year to Date
	June 30				June 30
	2011		2010		2011		2010
Great Plains Energy	(millions)
Compensation expense	$	1.7	$	2.3	$	3.3	$	2.6
Income tax benefits		0.8		0.5		1.4		0.6
KCP&L
Compensation expense		1.2		1.6		2.3		1.8
Income tax benefits		0.6		0.2		1.0		0.2

Performance Shares

Performance share activity year to date June 30, 2011, is summarized in the following table.


	Performance			Grant Date
	Shares			Fair Value*
Beginning balance		431,784		$	18.01
Granted		139,897			22.48
Earned		(68,258	)		11.04
Forfeited		(30,705	)		19.86
Ending balance		472,718			20.22
* weighted-average

At June 30, 2011, the remaining weighted-average contractual term was 1.4 years. The weighted-average grant-date fair value of shares granted was $26.28 and $22.48 for the three months ended and year to date June 30, 2011, respectively. There were no shares granted for the three months ended June 30, 2010. The weighted-average grant-date fair value of shares granted year to date June 30, 2010, was $23.37. At June 30, 2011, there was $4.7 million of total unrecognized compensation expense, net of forfeiture rates, related to performance shares granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-

average contractual term. The total fair value of performance shares earned and paid year to date June 30, 2011 and 2010, was $0.8 million and insignificant, respectively.

The fair value of performance share awards is estimated using a Monte Carlo simulation technique that uses the closing stock price at the valuation date and incorporates assumptions for inputs of expected volatilities, dividend yield and risk-free rates. Expected volatility is based on daily stock price change during a historical period commensurate with the remaining term of the performance period of the grant. The risk-free rate is based upon the rate at the time of the evaluation for zero-coupon government bonds with a maturity consistent with the remaining performance period of the grant. The dividend yield is based on the most recent dividends paid and the actual closing stock price on the valuation date. For shares granted in 2011, inputs for expected volatility, dividend yield and risk-free rates were 30%, 4.35%, and 1.15%, respectively.

Restricted Stock

Restricted stock activity year to date June 30, 2011, is summarized in the following table.


	Nonvested			Grant Date
	Restricted Stock			Fair Value*
Beginning balance		406,657		$	16.23
Granted and issued		152,154			19.26
Vested		(149,688	)		17.29
Forfeited		(45,269	)		17.37
Ending balance		363,854			16.98
* weighted-average

At June 30, 2011, the remaining weighted-average contractual term was 1.7 years. The weighted-average grant-date fair value of shares granted for the three months ended and year to date June 30, 2011, was $20.26 and $19.26, respectively. The weighted-average grant-date fair value of shares granted for the three months ended and year to date June 30, 2010, was $16.88 and $17.67, respectively. At June 30, 2011, there was $3.5 million of total unrecognized compensation expense, net of forfeiture rates, related to nonvested restricted stock granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. The total fair value of shares vested for the three months ended and year to date June 30, 2011, was $0.6 million and $2.6 million, respectively. The total fair value of shares vested for the three months ended and year to date June 30, 2010, was $1.5 million and $6.4 million, respectively.

8.	SHORT-TERM BORROWINGS AND SHORT-TERM BANK LINES OF CREDIT

Great Plains Energy’s $200 Million Revolving Credit Facility

Great Plains Energy’s $200 million revolving credit facility with a group of banks expires in August 2013. The facility’s terms permit transfers of unused commitments between this facility and the KCP&L and GMO facilities discussed below, with the total amount of the facility not exceeding $400 million at any one time. A default by Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility. Under the terms of this facility, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At June 30, 2011, Great Plains Energy was in compliance with this covenant. At June 30, 2011, Great Plains Energy had $27.0 million of outstanding cash borrowings with a weighted-average interest rate of 2.94% and had issued letters of credit totaling $11.6 million under the credit facility. At December 31, 2010, Great Plains Energy had $9.5 million of outstanding cash borrowings with a weighted-average interest rate of 3.06% and had issued letters of credit totaling $15.8 million under the credit facility.

KCP&L’s $600 Million Revolving Credit Facility and Commercial Paper

KCP&L’s $600 million revolving credit facility with a group of banks to provide support for its issuance of commercial paper and other general corporate purposes expires in August 2013. Great Plains Energy and KCP&L may transfer up to $200 million of unused commitments between Great Plains Energy’s and KCP&L’s facilities. A default by KCP&L on other indebtedness totaling more than $50.0 million is a default under the facility. Under the terms of this facility, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At June 30, 2011, KCP&L was in compliance with this covenant. At June 30, 2011, KCP&L had $476.7 million of commercial paper outstanding, at a weighted-average interest rate of 0.38%, $31.4 million of letters of credit outstanding and no outstanding cash borrowings under the facility. At December 31, 2010, KCP&L had $263.5 million of commercial paper outstanding, at a weighted-average interest rate of 0.41%, $24.4 million of letters of credit outstanding and no outstanding cash borrowings under the facility.

GMO’s $450 Million Revolving Credit Facility

GMO’s $450 million revolving credit facility with a group of banks expires in August 2013. Great Plains Energy and GMO may transfer up to $200 million of unused commitments between Great Plains Energy’s and GMO’s facilities. A default by GMO, Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility. Under the terms of this facility, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At June 30, 2011, GMO was in compliance with this covenant. At June 30, 2011, GMO had $65.0 million of outstanding cash borrowings with a weighed-average interest rate of 2.94% and had issued letters of credit totaling $13.2 million under the credit facility. At December 31, 2010, GMO had no outstanding cash borrowings and had issued letters of credit totaling $13.2 million under the credit facility.

9.	LONG-TERM DEBT

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


		June 30			December 31
	Year Due	2011			2010
KCP&L		(millions)
General Mortgage Bonds
4.87% EIRR bonds (a)(b)	2012-2035	$	119.3		$	158.8
7.15% Series 2009A (8.59% rate) (c)	2019		400.0			400.0
4.65% EIRR Series 2005	2035		50.0			50.0
EIRR Series 2007A-1 (d)	2035		-			63.3
EIRR Series 2007A-2 (d)	2035		-			10.0
5.375% EIRR Series 2007B	2035		73.2			73.2

Senior Notes
6.50% Series	2011		150.0			150.0
5.85% Series (5.72% rate) (c)	2017		250.0			250.0
6.375% Series (7.49% rate) (c)	2018		350.0			350.0
6.05% Series (5.78% rate) (c)	2035		250.0			250.0
EIRR bonds
4.90% Series 2008	2038		23.4			23.4
Other	2011-2018		3.3			3.3
Current maturities			(162.7	)		(150.3	)
Unamortized discount			(1.8	)		(2.0	)
Total KCP&L			1,504.7			1,629.7

Other Great Plains Energy
GMO First Mortgage Bonds
9.44% Series	2012-2021		11.2			12.4
GMO Pollution Control Bonds
5.85% SJLP Pollution Control	2013		5.6			5.6
0.157% Wamego Series 1996 (e)	2026		7.3			7.3
0.373% State Environmental 1993 (e)	2028		5.0			5.0
GMO Senior Notes
7.95% Series			-			137.3
7.75% Series			-			197.0
11.875% Series	2012		500.0			500.0
8.27% Series	2021		80.9			80.9
Fair Value Adjustment			32.0			49.9
GMO Medium Term Notes
7.16% Series	2013		6.0			6.0
7.33% Series	2023		3.0			3.0
7.17% Series	2023		7.0			7.0
Great Plains Energy 2.75% Senior Notes (3.67% rate) (c)	2013		250.0			250.0
Great Plains Energy 6.875% Senior Notes (7.33% rate) (c)	2017		100.0			100.0
Great Plains Energy 10.00% Equity Units Subordinated Notes	2012		287.5			287.5
Great Plains Energy 4.85% Senior Notes (7.34% rate) (c)	2021		350.0			-
Current maturities			(288.6	)		(335.4	)
Unamortized discount			(0.8	)		(0.5	)
Total Great Plains Energy excluding current maturities		$	2,860.8		$	2,942.7
(a) Weighted-average interest rates at June 30, 2011
(b) June 30, 2011, does not include $39.5 million EIRR Series 1993B bonds because the bonds have been repurchased and are held by KCP&L
(c) Rate after amortizing gains/losses recognized in OCI on settlements of interest rate hedging instruments
(d) June 30, 2011, does not include $63.3 million EIRR Series 2007 A-1 and $10.0 million EIRR Series 2007 A-2 bonds because the bonds have
been repurchased and are held by KCP&L
(e) Variable rate

Fair Value of Long-Term Debt

Fair value of long-term debt is based on quoted market prices, with the incremental borrowing rate for similar debt used to determine fair value if quoted market prices were not available. At June 30, 2011, and December 31, 2010, the book value of Great Plains Energy’s long-term debt, including current maturities, was $3.3 billion and $3.4 billion, respectively. At June 30, 2011, and December 31, 2010, the fair value of Great Plains Energy’s long-term debt, including current maturities, was $3.6 billion and $3.7 billion, respectively. At June 30, 2011, and December 31, 2010, the book value of KCP&L’s long-term debt, including current maturities, was $1.7 billion and $1.8 billion, respectively. At June 30, 2011, and December 31, 2010, the fair value of KCP&L’s long-term debt, including current maturities, was $1.8 billion and $1.9 billion, respectively.

KCP&L General Mortgage Bonds and EIRR Bonds

In April 2011, KCP&L purchased in lieu of redemption its $63.3 million EIRR Series 2007A-1, $10.0 million EIRR Series 2007A-2 and $39.5 million EIRR Series 1993B bonds. KCP&L opted to purchase rather than remarket the bonds given the poor conditions in the tax-exempt market. KCP&L issued commercial paper to fund the purchase of the bonds. As of June 30, 2011, the bonds were still outstanding, but were not reported as a liability on the balance sheet since they are being held by KCP&L. KCP&L has the ability to remarket these bonds to third parties whenever it determines market conditions are sufficiently attractive to do so.

GMO Senior Notes

GMO repaid its $137.3 million 7.95% Senior Notes that matured in February 2011 and $197.0 million 7.75% Senior Notes that matured in June 2011.

Great Plains Energy Senior Notes

In May 2011, Great Plains Energy issued $350.0 million of 4.85% unsecured Senior Notes, maturing in 2021. As a result of amortizing the loss recognized in Other Comprehensive Income (OCI) on Great Plains Energy’s three-year forward Starting Swaps (FSS), the effective interest rate is 7.34% through May 2014.

Great Plains Energy 10.00% Equity Units Subordinated Notes Classified As Current Maturities

In May 2009, Great Plains Energy issued $287.5 million of Equity Units. Equity Units, each with a stated amount of $50, initially consist of a 5% undivided beneficial interest in $1,000 principal amount of 10.00% subordinated notes due June 15, 2042, and a purchase contract requiring the holder to purchase the Company’s common stock by June 15, 2012 (the settlement date).

Great Plains Energy must attempt to remarket the subordinated notes, in whole but not in part, between December 15, 2011, and June 12, 2012. The proceeds from a successful remarketing will be used to satisfy the holders’ obligation under the purchase contract. If the notes have not been successfully remarketed by June 12, 2012, the holders of all notes will have the right to put their notes to Great Plains Energy on June 15, 2012, in satisfaction of the holders’ obligation under the purchase contracts, and Great Plains Energy will issue to the holders newly issued shares of the Company’s common stock equal to the settlement rate. The settlement rate will vary according to the applicable market value of the Company’s common stock at the settlement date.

10.	COMMITMENTS AND CONTINGENCIES

Environmental Matters

Great Plains Energy and KCP&L are subject to extensive regulation by federal, state and local authorities with regard to environmental matters primarily through their utility operations. In addition to imposing extensive and continuing compliance obligations, laws, regulations and permits authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. The cost of complying with current and future environmental requirements is expected to be material to Great Plains Energy and KCP&L. Failure to comply with environmental requirements or to timely recover environmental costs through rates could have a material adverse effect on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.

The following discussion groups environmental and certain associated matters into the broad categories of air and climate change, water, solid waste and remediation.

Air and Climate Change Overview

The Clean Air Act and associated regulations enacted by the Environmental Protection Agency (EPA) form a comprehensive program to preserve air quality. States are required to establish regulations and programs to address all requirements of the Clean Air Act and have the flexibility to enact more stringent requirements. All of Great Plains Energy’s and KCP&L’s generating facilities, and certain of their other facilities, are subject to the Clean Air Act.

Great Plains Energy’s and KCP&L’s current estimate of capital expenditures (exclusive of AFUDC and property taxes) to comply with the currently-effective Clean Air Interstate Rule (CAIR), the replacement to CAIR or the Cross-State Air Pollution Rule (CSAPR), the best available retrofit technology (BART) rule, the SO 2 national ambient air quality standard (NAAQS), the industrial boiler rule and proposed maximum achievable control technology (MACT) standards for mercury and other hazardous air pollutant emissions (all of which are discussed below) is approximately $1 billion. The actual cost of compliance with any existing, proposed or future rules may be significantly different from the cost estimate provided.

The approximate $1 billion current estimate of capital expenditures reflects the following high-likelihood capital projects:

·	KCP&L’s LaCygne No. 1 scrubber and baghouse installed by June 2015;

·	KCP&L’s LaCygne No. 2 full air quality control system (AQCS) installed by June 2015;

·	KCP&L’s Montrose No. 3 full AQCS installed by approximately 2016; and

·	GMO’s Sibley No. 3 scrubber and baghouse installed by approximately 2016.

Other capital projects at KCP&L’s Montrose Nos. 1 and 2 and GMO’s Sibley Nos. 1 and 2 and Lake Road Nos. 4 and 6 are possible but are currently considered less likely. Any capacity and energy requirements resulting from a decision not to proceed with these less likely projects is currently expected to be met through renewable energy additions required under Missouri and Kansas renewable energy standards, demand side management programs, construction of combustion turbines and/or combined cycle units, and/or purchased power agreements.

The estimate does not reflect the non-capital costs the Companies incur on an ongoing basis to comply with environmental laws, which may increase in the future due to the Companies’ ongoing compliance with current or future environmental laws. The Companies expect to seek recovery of the costs associated with environmental requirements through rate increases; however, there can be no assurance that such rate increases would be granted. The Companies may be subject to materially adverse rate treatment in response to competitive, economic, political, legislative or regulatory pressures and/or public perception of the Companies’ environmental reputation.

Clean Air Interstate Rule (CAIR) and Cross-State Air Pollution Rule (CSAPR)

The CAIR requires reductions in SO 2 and NO x emissions in 28 states, including Missouri. The reductions in SO 2 and NO x emissions are accomplished through statewide caps for NO x and SO 2 . Great Plains Energy’s and KCP&L’s fossil fuel-fired plants located in Missouri are subject to CAIR, while their fossil fuel-fired plants in Kansas are not.

On July 11, 2008, the D.C. Circuit Court of Appeals vacated CAIR in its entirety and remanded the matter to the EPA to promulgate a new rule consistent with its opinion. On December 23, 2008, the Court issued an order remanding CAIR to the EPA to revise the rule consistent with its July 2008 order. The CAIR remains in effect through 2011.

CAIR currently establishes a market-based cap-and-trade program with an emission allowance allocation. Facilities demonstrate compliance with CAIR by holding sufficient allowances for each ton of SO 2 and NO x emitted in any given year. KCP&L and GMO are currently allowed to utilize unused SO 2 emission allowances that they have either accumulated during previous years of the Acid Rain Program or purchased to meet the more stringent CAIR requirements. At June 30, 2011, KCP&L had accumulated unused SO 2 emission allowances sufficient to support over 150,000 tons of SO 2 emissions (enough to support expected requirements under the CAIR and the Acid Rain Program for the foreseeable future) under the provisions of the Acid Rain program, which are recorded in inventory at zero cost. At June 30, 2011, GMO had accumulated unused SO 2 emission allowances sufficient to support just over 13,000 tons of SO 2 emissions (enough to support expected requirements under the CAIR and Acid Rain Program through 2011), which it has received under the Acid Rain Program or purchased, and are recorded in inventory at average cost. KCP&L and GMO purchase NO x allowances as needed.

In July 2011, the EPA finalized the CSAPR to replace the currently-effective CAIR. The CSAPR, like CAIR, will require the states within its scope to reduce power plant SO 2 and NO x emissions that contribute to ozone and fine particle nonattainment in other states. The geographical scope of the CSAPR is broader than CAIR, and includes Kansas in addition to Missouri and other states. Kansas and Missouri are only included for fine particulate matter control in the final CSAPR, but the EPA concurrently proposed a supplemental notice of proposed rulemaking to include both states for ozone season control which the EPA intends to finalize in October 2011. The CSAPR would also impose more stringent emissions limitations than CAIR and, unlike CAIR, would not utilize Acid Rain Program allowances for compliance. In the CSAPR, the EPA set an emissions budget for each of the affected states. The CSAPR allows limited interstate emissions allowance trading among power plants; however, it does not permit trading of SO 2 allowances between the Companies’ Kansas and Missouri power plants. Compliance with the CSAPR begins in 2012. There would be additional reductions in SO 2 allowances allocable to the Companies’ Missouri power plants taking effect in 2014. There is no such 2014 additional reduction in SO 2 allowances allocable to the Companies’ Kansas power plants.

The finalized CSAPR is complex and Great Plains Energy and KCP&L are evaluating its impacts. The Companies project that they may not be allocated sufficient SO 2 or NO X emissions allowances to cover their currently expected operations starting in 2012. Any shortfall in allocated allowances is anticipated to be addressed through a combination of permissible allowance trading, installing additional emission control equipment, changes in plant processes, or purchasing additional power in the wholesale market.

Best Available Retrofit Technology (BART) Rule

The EPA BART rule 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 KCP&L’s LaCygne Nos. 1 and 2 in Kansas, KCP&L’s Iatan No. 1, in which GMO has an 18% interest, KCP&L’s Montrose No. 3 in Missouri, GMO’s Sibley Unit No. 3 and Lake Road Unit No. 6 in Missouri and Westar Energy, Inc.’s (Westar) Jeffrey Unit Nos. 1 and 2 in Kansas, in which GMO has an 8% interest. Both Missouri and Kansas have submitted BART plans to the EPA but neither Missouri nor Kansas has received EPA approval for their BART plans.

Mercury and Other Hazardous Air Pollutant Emissions

In January 2009, the EPA issued a memorandum stating that new electric steam generating units (EGUs) that began construction while the Clean Air Mercury Rule (CAMR) was effective are subject to a new source MACT determination on a case-by-case basis.

In July 2009, the EPA sent letters notifying KCP&L that MACT determinations and schedules of compliance are required for coal and oil-fired EGUs that began actual construction or reconstruction after

December 15, 2000, and identified Iatan No. 2 and Hawthorn No. 5 as affected EGUs. This was an outcome of the D.C. Court of Appeals’ vacatur of both the CAMR and the contemporaneously promulgated rule removing EGUs from MACT requirements. In May 2011, KCP&L received a letter from the Missouri Department of Natural Resources (MDNR) stating the MACT determination was not required for Hawthorn No. 5. It is not currently known how MACT determinations and schedules of compliance will impact the permitting or operating requirements for Iatan No. 2, but it is possible a MACT determination may ultimately require additional emission control equipment and permit limits.

In April 2010, the EPA, in a court approved settlement, agreed to develop MACT standards for mercury and potentially other hazardous air pollutant emissions. In the settlement agreement, the EPA agreed to propose MACT standards in March 2011 with final standards by November 2011. In March 2011, the EPA issued a proposed rule that would reduce emissions of hazardous air pollutants from new and existing coal-fired EGUs with a capacity of 25MW or greater. The proposed rule would establish numerical emission limits for mercury, particulate matter (a surrogate for non-mercury metals), and hydrogen chloride (a surrogate for acid gases). The proposed rule would establish work practices, instead of numerical emission limits, for organic hazardous air pollutants, including dioxin/furan. Compliance with the rule would need to be addressed by installing additional emission control equipment, changes in plant operation, purchasing additional power in the wholesale market or a combination of these and other alternatives. Any final rule could have a significant adverse effect on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.

Industrial Boiler Rule

In February 2011, the EPA issued a final rule that would reduce emissions of hazardous air pollutants from new and existing industrial boilers. The final rule establishes numeric emission limits for mercury, dioxin, particulate matter (as a surrogate for non-mercury metals), hydrogen chloride (as a surrogate for acid gases), and carbon monoxide (as a surrogate for non-dioxin organic hazardous air pollutants). The final rule establishes emission limits for KCP&L’s and GMO’s new and existing units that produce steam other than for the generation of electricity. The final rule does not apply to KCP&L’s and GMO’s electricity generating boilers, but would apply to most of GMO’s Lake Road boilers, which also serve steam customers, and to auxiliary boilers at other generating facilities. In May 2011, the EPA announced it would stay the effective date of the final rule during reconsideration. The EPA indicated it will propose a revised rule by the end of October 2011 and issue another final rule by the end of April 2012.

New Source Review

The Clean Air Act requires companies to obtain permits and, if necessary, install control equipment to reduce emissions when making a major modification or a change in operation if either is expected to cause a significant net increase in regulated emissions.

In January 2004, Westar received notification from the EPA alleging that it had violated new source review requirements and Kansas environmental regulations by making modifications to the Jeffrey Energy Center without obtaining the proper permits. In February 2009, the Attorney General of the United States filed a complaint against Westar alleging that it violated the Clean Air Act and related federal and state regulations by making major modifications to the Jeffrey Energy Center beginning in 1994 without first obtaining appropriate permits authorizing this construction and without installing and operating best available control technology to control emissions. The Jeffrey Energy Center consists of three coal-fired units located in Kansas that is 92% owned by Westar and operated exclusively by Westar. GMO has an 8% interest in the Jeffrey Energy Center and is generally responsible for its 8% share of the facility’s operating costs and capital expenditures. In January 2010, Westar entered into a settlement agreement, which was approved by the court in March 2010. The settlement agreement requires, among other things, the installation of a selective catalytic reduction (SCR) system at one of the Jeffrey Energy Center units by the end of 2014 and the payment of a $3 million civil penalty. Westar has preliminarily

estimated the cost of this SCR at approximately $240 million. This amount could materially change depending on final engineering and design. Depending on the NO x emission reductions attained by that SCR and attainable through the installation of other controls at the other two units, the settlement agreement may require the installation of a second SCR system on one of the other two units by the end of 2016. There is no assurance that GMO’s share of these costs would be recovered in rates and failure to recover such costs could have a significant adverse effect on Great Plains Energy’s results of operations, financial position and cash flows.

KCP&L has received requests for information from the Kansas Department of Health and Environment (KDHE) pertaining to a past LaCygne No. 1 scrubber project. KCP&L is working with the KDHE to resolve this issue and management currently believes the outcome will not have a significant impact on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.

Collaboration Agreement

In March 2007, KCP&L, the Sierra Club and the Concerned Citizens of Platte County entered into a Collaboration Agreement under which KCP&L agreed to pursue a set of initiatives including energy efficiency, additional wind generation, lower emission permit levels at its Iatan and LaCygne generating stations and other initiatives designed to offset CO 2 emissions. Full implementation of the terms of the Collaboration Agreement will necessitate approval from the appropriate authorities, as some of the initiatives in the agreement require regulatory approval.

In 2006, KCP&L installed 100MW of wind generation at its Spearville wind site. KCP&L agreed in the Collaboration Agreement to pursue increasing its wind generation capacity to 500MW in total by the end of 2012 with 100MW to be added by the end of 2010 and the remainder added by the end of 2012, subject to regulatory approval. In 2010, KCP&L completed a 48MW wind project adjacent to its existing Spearville wind site with wind turbines it already owned and also secured 52MW of renewable energy credits. During 2011, KCP&L entered into a 20-year power purchase agreement for approximately 131MW of wind generation beginning in 2012. KCP&L is evaluating alternatives to meet the remaining Collaboration Agreement wind generation capacity, including the purchase of renewable energy credits, power purchase agreements, KCP&L-built installations or some combination thereof. KCP&L had previously issued requests for proposals before entering into the 2011 power purchase agreement. In August 2011, KCP&L requested a refresh of those requests for proposals for up to 221MW of wind generation under power purchase agreements and/or the combination of power purchase agreements and arrangements where KCP&L would own and operate the facilities after development and construction.

KCP&L has a consent agreement with the KDHE incorporating limits for stack particulate matter emissions, as well as limits for NO x and SO 2 emissions, at its LaCygne Station that, consistent with the Collaboration Agreement, will be below the presumptive limits under BART. KCP&L further agreed to use its best efforts to install emission control technologies to reduce those emissions from the LaCygne Station prior to the required compliance date under BART, but in no event later than June 1, 2015. In February 2011, KCP&L filed a request with KCC for predetermination of the ratemaking treatment that will apply to the recovery of costs for its 50% share of the environmental equipment required to comply with BART at the LaCygne Station. The request for predetermination includes an estimated total project cost of $1.23 billion. KCP&L’s 50% share of the estimated cost is $615 million. A KCC decision on the predetermination filing is expected in August 2011. In a related proceeding, in January 2011, KCC opened a general investigation docket regarding KCP&L and Westar environmental retrofits upon the recommendation of the KCC Staff and the Citizens Utility Ratepayers Board. The Companies cannot predict the outcome or timing of this matter but the outcome could have the potential to impact the Companies’ resource planning in the future.

In the Collaboration Agreement, KCP&L also agreed to offset an additional 711,000 tons of CO 2 by the end of 2012. KCP&L currently expects to achieve this offset through a number of alternatives, including improving the efficiency of its coal-fired units, equipping certain gas-fired units for winter operation and, if necessary, possibly reducing output of, or retiring, one or more coal-fired units.

Climate Change

The Companies are subject to existing greenhouse gas reporting regulations and, as discussed below, are subject to certain greenhouse gas permitting requirements starting in 2011. Management believes it is likely that additional federal or relevant state or local laws or regulations could be enacted to address global climate change. At the international level, while the United States is not a current party to the Kyoto Protocol, it has agreed to undertake certain voluntary actions under the non-binding Copenhagen Accord and pursuant to subsequent international discussions relating to climate change, including the establishment of a goal to reduce greenhouse gas emissions. International agreements legally binding on the United States may be reached in the future. Such new laws or regulations could mandate new or increased requirements to control or reduce the emission of greenhouse gases, such as CO 2 , which are created in the combustion of fossil fuels. The Companies’ current generation capacity is primarily coal-fired and is estimated to produce about one ton of CO 2 per MWh, or approximately 23 million tons and 17 million tons per year for Great Plains Energy and KCP&L, respectively.

Laws have recently been passed in Missouri and Kansas, the states in which the Companies’ retail electric businesses are operated, setting renewable energy standards, and management believes that national clean or renewable energy standards are also likely. While management believes additional requirements addressing these matters will probably be enacted, the timing, provisions and impact of such requirements, including the cost to obtain and install new equipment to achieve compliance, cannot be reasonably estimated at this time. In addition, certain federal courts have held that state and local governments and private parties have standing to bring climate change tort suits seeking company-specific emission reductions and monetary or other damages. While the Companies are not a party to any climate change tort suit, there is no assurance that such suits may not be filed in the future or the outcome if such suits are filed. Such requirements or litigation outcomes could have the potential for a significant financial and operational impact on Great Plains Energy and KCP&L. The Companies would seek recovery of capital costs and expenses for compliance through rate increases; however, there can be no assurance that such rate increases would be granted.

Legislation concerning the reduction of emissions of greenhouse gases, including CO 2 , is being considered at the federal and state levels. The timing and effects of any such legislation cannot be determined at this time. In the absence of new Congressional mandates, the EPA is proceeding with the regulation of greenhouse gases under the existing Clean Air Act.

In May 2010, the EPA issued a final rule addressing greenhouse gas emissions from stationary sources under the Clean Air Act permitting programs. This final rule sets thresholds for greenhouse gas emissions that define when permits under the Prevention of Significant Deterioration (PSD) and Title V Operating Permit programs are required for new and existing industrial facilities. The EPA phased in the Clean Air Act permitting requirements for greenhouse gas emissions in two initial steps. In step 1, which started January 2, 2011, only sources currently subject to the PSD permitting program (i.e., those that are newly-constructed or modified in a way that significantly increases emissions of a pollutant other than greenhouse gas) are subject to Title V or PSD permitting requirements, respectively, for their greenhouse gas emissions. For these projects, only projects with new or increases of greenhouse gas emissions of 75,000 tons per year or more of total greenhouse gases, on a CO 2 equivalent basis, need to determine the best available control technology for their greenhouse gas emissions. In addition, sources subject to the Title V Operating Permit Program need to address greenhouse gas emissions as those permits are applied for or renewed. In step 2, which started July 1, 2011, Title V and PSD permitting requirements now

cover, for the first time, new construction projects that emit greenhouse gas emissions of at least 100,000 tons per year even if they do not exceed the permitting thresholds for any other pollutant. In addition, modifications at such existing facilities that increase greenhouse gas emissions by at least 75,000 tons per year are subject to permitting requirements, even if they do not significantly increase emissions of any other pollutant. Great Plains Energy’s and KCP&L’s generating facilities that trigger these thresholds for new installations, modifications or Title V operating permits are subject to this rule.

In March 2011, the EPA announced it finalized a settlement agreement to issue a rule that will address greenhouse gas emissions from EGUs. The rule would establish new source performance standards for new and modified EGUs and emission guidelines for existing EGUs. Under the settlement agreement, the EPA committed to issuing proposed regulations by September 2011, and final regulations by May 2012.

At the state level, a Kansas law enacted in May 2009 requires Kansas public electric utilities, including KCP&L, to have renewable energy generation capacity equal to at least 10% of their three-year average Kansas peak retail demand by 2011. The percentage increases to 15% by 2016 and 20% by 2020. A Missouri law enacted in November 2008 requires at least 2% of the electricity provided by Missouri investor-owned utilities (including KCP&L and GMO) to their Missouri retail customers to come from renewable resources, including wind, solar, biomass and hydropower, by 2011, increasing to 5% in 2014, 10% in 2018, and 15% in 2021, with a small portion (estimated to be about 2MW in 2011 for each of KCP&L and GMO) required to come from solar resources.

KCP&L and GMO project that their existing renewable resources (including accumulated renewable energy credits) will be sufficient for compliance with the Missouri requirements, exclusive of the solar requirement, through 2021 and 2016, respectively. KCP&L and GMO project that the purchase of solar renewable energy credits will be sufficient for compliance with the Missouri solar requirements for the foreseeable future.

KCP&L also projects that its existing renewable resources (including both accumulated renewable energy credits and purchased renewable energy credits) will be sufficient for compliance with the 2011 Kansas requirements. During 2011, KCP&L entered into a 20-year power purchase agreement for approximately 131MW of wind generation beginning in 2012. With the addition of this power purchase agreement along with its existing renewable resources, KCP&L anticipates its renewable resources will be sufficient for compliance with the Kansas requirements through 2012. KCP&L had previously issued requests for proposals before entering into the 2011 power purchase agreement. In August 2011, KCP&L requested a refresh of those requests for proposals for up to 221MW of wind generation under power purchase agreements and/or the combination of power purchase agreements and arrangements where KCP&L would own and operate the facilities after development and construction.

Additionally, in November 2007, governors from six Midwestern states, including Kansas, signed the Midwestern Greenhouse Gas Reduction Accord, which has established the goal of reducing member states’ greenhouse gas emissions to 15% to 20% below 2005 levels by 2020, and 60% to 80% below 2005 levels by 2050.

Greenhouse gas legislation or regulation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L, including the potential costs and impacts of achieving compliance with limits that may be established. However, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until such legislation is passed and/or regulations are issued. Management will continue to monitor the progress of relevant legislation and regulations.

Ozone NAAQS

In June 2007, monitor data indicated that the Kansas City area violated the 1997 primary eight-hour ozone NAAQS. Missouri and Kansas have implemented the responses established in the maintenance plans for control of ozone. The responses in both states do not require additional controls at Great Plains Energy’s and KCP&L’s generation facilities beyond the currently proposed controls for CSAPR and BART. The EPA has various options over and above the implementation of the maintenance plans for control of ozone to address the violation but has not yet acted. At this time, management is unable to predict how the EPA will respond or how that response will impact Great Plains Energy’s and KCP&L’s operations. However, the EPA’s response could have a significant effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.

In March 2008, the EPA significantly strengthened its NAAQS for ground-level ozone. The EPA revised the primary eight-hour ozone standard, designed to protect public health, to a level of 0.075 parts per million (ppm). The EPA also strengthened the secondary eight-hour ozone standard to the level of 0.075 ppm making it identical to the revised primary standard. The previous primary and secondary standards, set in 1997, were effectively 0.084 ppm.

In March 2009, the MDNR and KDHE submitted to the EPA their determinations that the Kansas City area is a nonattainment area under the 2008 primary eight-hour ozone standard. The EPA will make final designations of attainment and nonattainment areas. By 2013, states must submit state implementation plans outlining how states will reduce ozone to meet the standards in nonattainment areas. Although the impact on Great Plains Energy’s and KCP&L’s operations will not be known until after the final nonattainment designations and the state implementation plans are submitted, it could have a significant effect on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.

In January 2010, the EPA proposed to reconsider and further strengthen the 2008 NAAQS for ground-level ozone. The EPA proposed to strengthen the primary eight-hour ozone standard to a level within the range of 0.060-0.070 ppm. The EPA also proposed to establish a distinct cumulative, seasonal secondary standard, designed to protect sensitive vegetation and ecosystems, to within the range of 7-15 ppm-hours. It is anticipated EPA will finalize the standard in the third quarter of 2011.

SO 2 NAAQS

In June 2010, the EPA strengthened the primary NAAQS for SO 2 . The EPA revised the primary SO 2 standard by establishing a new 1-hour standard at a level of 0.075 ppm. The EPA revoked the two existing primary standards of 0.140 ppm evaluated over 24 hours and 0.030 ppm evaluated over an entire year. In July 2011, the MDNR recommended to the EPA that part of Jackson County, Missouri, be designated a nonattainment area for the new 1-hour SO 2 standard. Although the impact on Great Plains Energy’s and KCP&L’s operations will not be known until after the nonattainment designations are approved and the state implementation plans are submitted, it could have a significant effect on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.

Montrose Station Notice of Violation

In June 2009, KCP&L received notification from the MDNR alleging that its Montrose Station had excess particulate matter emissions in 2008. KCP&L is working with the MDNR to resolve this issue and management believes the outcome will not have a significant impact on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.

Water

The Clean Water Act and associated regulations enacted by the EPA form a comprehensive program to preserve water quality. Like the Clean Air Act, states are required to establish regulations and programs to address all requirements of the Clean Water Act, and have the flexibility to enact more stringent requirements. All of Great

Plains Energy’s and KCP&L’s generating facilities, and certain of their other facilities, are subject to the Clean Water Act.

In March 2011, the EPA proposed regulations pursuant to Section 316(b) of the Clean Water Act regarding cooling water intake structures pursuant to a court approved settlement. KCP&L generation facilities with cooling water intake structures would be subject to a limit on how many fish can be killed by being pinned against intake screens (impingement) and would be required to conduct studies to determine whether and what site-specific controls, if any, would be required to reduce the number of aquatic organisms drawn into cooling water systems (entrainment). The EPA agreed to finalize the rule by July 2012. Although the impact on Great Plains Energy’s and KCP&L’s operations will not be known until after the rule is finalized, it could have a significant effect on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.

KCP&L holds a permit from the MDNR covering water discharge from its Hawthorn Station. The permit authorizes KCP&L to, among other things, 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, any of which could have a significant impact on KCP&L. The outcome could also affect the terms of water permit renewals at KCP&L’s Iatan Station and at GMO’s Sibley and Lake Road Stations.

Additionally, in September 2009, the EPA announced plans to revise the existing standards for water discharges from coal-fired power plants. In November 2010, the EPA filed a motion requesting court approval of a consent agreement in which the EPA agreed to propose a rule in July 2012 and to finalize it in January 2014. Until a rule is proposed and finalized, the financial and operational impacts to Great Plains Energy and KCP&L cannot be determined.

Solid Waste

Solid and hazardous waste generation, storage, transportation, treatment and disposal is regulated at the federal and state levels under various laws and regulations. In May 2010, the EPA proposed to regulate coal combustion residuals (CCRs) under the Resource Conservation and Recovery Act (RCRA) to address the risks from the disposal of CCRs generated from the combustion of coal at electric generating facilities. The EPA is considering two options in this proposal. Under the first option, the EPA would regulate CCRs as special wastes subject to regulation under subtitle C of RCRA (hazardous), when they are destined for disposal in landfills or surface impoundments. Under the second option, the EPA would regulate disposal of CCRs under subtitle D of RCRA (non-hazardous). The Companies principally use coal in generating electricity and dispose of the CCRs in both on-site facilities and facilities owned by third parties. The proposed CCR rule has the potential of having a significant financial and operational impact on Great Plains Energy and KCP&L in connection with achieving compliance with the proposed requirements. However, the financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until an option is selected by the EPA and the final regulation is enacted.

Remediation

Certain federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) hold current and previous owners or operators of real property, and any person who arranges for the disposal or treatment of hazardous substances at a property, liable on a joint and several basis for the costs of cleaning up contamination at or migrating from such real property, even if they did not know of and were not responsible for such contamination. CERCLA and other laws also authorize the EPA and other agencies to issue orders compelling potentially responsible parties to clean up sites that are determined to present an actual or potential threat to human health or the environment. GMO is named as a potentially responsible party at two

disposal sites for polychlorinated biphenyls (PCBs), and retains some environmental liability for several operations and investments it no longer owns. In addition, GMO also owns, or has acquired liabilities from companies that once owned or operated, former manufactured gas plant (MGP) sites, which are subject to the supervision of the EPA and various state environmental agencies.

At June 30, 2011, and December 31, 2010, KCP&L had $0.3 million accrued for environmental remediation expenses, which covers ground water monitoring at a former MGP site. At June 30, 2011, and December 31, 2010, Great Plains Energy had $0.4 million accrued for environmental remediation expenses, which includes the $0.3 million at KCP&L, and additional potential remediation and ground water monitoring costs relating to two GMO sites. The amounts accrued were established on an undiscounted basis and Great Plains Energy and KCP&L do not currently have an estimated time frame over which the accrued amounts may be paid.

In addition to the $0.4 million accrual above, at June 30, 2011, and December 31, 2010, Great Plains Energy had $2.1 million accrued for the future investigation and remediation of certain additional GMO identified MGP sites, PCB sites and retained liabilities. This estimate was based upon review of the potential costs associated with conducting investigative and remedial actions at identified sites, as well as the likelihood of whether such actions will be necessary. This estimate could change materially after further investigation, and could also be affected by the actions of environmental agencies and the financial viability of other potentially responsible parties.

GMO has pursued recovery of remediation costs from insurance carriers and other potentially responsible parties. As a result of a settlement with an insurance carrier, approximately $2.3 million in insurance proceeds less an annual deductible is available to GMO to recover qualified MGP remediation expenses. GMO would seek recovery of additional remediation costs and expenses through rate increases; however, there can be no assurance that such rate increases would be granted.

In January 2010, the EPA announced an advance notice of proposed rulemaking under CERCLA identifying classes of facilities for which the EPA will develop financial assurance requirements, including the electric power generation, transmission and distribution industry. The CERCLA financial assurance would be for risks associated with Great Plains Energy’s and KCP&L’s production, transportation, treatment, storage or disposal of CERCLA hazardous substances. The impact on Great Plains Energy and KCP&L cannot be determined until the regulations are finalized.

In April 2010, the EPA announced an advance notice of proposed rulemaking for the use and distribution in commerce of certain PCBs, PCB items and certain other areas of the PCB regulations. The EPA is reassessing the use, distribution in commerce, marking, and storage for reuse of liquid PCBs in electric and non-electric equipment and the use of the 50 ppm level for excluded PCB products among other things. The impact on Great Plains Energy and KCP&L cannot be determined until the regulations are finalized.

11.	LEGAL PROCEEDINGS

KCP&L Spent Nuclear Fuel and Radioactive Waste

In January 2004, KCP&L and the other two Wolf Creek owners filed a lawsuit against the United States in the U.S. Court of Federal Claims seeking $14.1 million of damages resulting from the government’s failure to begin accepting spent nuclear fuel for disposal in January 1998, as the government was required to do by the Nuclear Waste Policy Act of 1982. The Wolf Creek case was tried before a U.S. Court of Federal Claims judge in June 2010, and a decision was issued in November 2010, granting KCP&L and the other two Wolf Creek owners $10.6 million ($5.0 million KCP&L share) in damages. In January 2011, KCP&L and the other two Wolf Creek owners as well as the United States filed appeals of the decision to the U.S. Court of Appeals for the Federal Circuit. The court has set a briefing schedule. Briefing likely will conclude in the fourth quarter of 2011, and the parties will present their oral arguments to the court sometime thereafter.

Iatan Levee Litigation

On May 22, 2009, several farmers filed suit against Great Plains Energy and KCP&L in the Circuit Court of Platte County, Missouri, alleging negligence, private nuisance, trespass and violations of the Missouri Crop Protection Act and seeking unspecified compensatory and punitive damages. These allegations stem from flooding at or near the Iatan Station in 2007 and 2008. The farmers allege the flooding was a result of maintenance of a nearby levee. The petition seeks class certification from the courts. KCP&L has filed a motion seeking separate trials for each individual plaintiff. Written discovery and depositions are underway. This matter is set for trial in November 2011. Management cannot predict the outcome of this matter.

GMO Price Reporting Litigation

In response to complaints of manipulation of the California energy market, in July 2001, FERC issued an order requiring net sellers of power in the California markets from October 2, 2000, through June 20, 2001, at prices above a FERC determined competitive market clearing price to make refunds to net purchasers of power in the California market during that time period. Because MPS Merchant was a net purchaser of power during the refund period, it has received approximately $8 million in refunds through settlements with certain sellers of power. MPS Merchant estimates that it is entitled to approximately $12 million in additional refunds under the standards FERC has used in this case. FERC has stated that interest will be applied to the refunds but the amount of interest has not yet been determined. However, in December 2001, various parties appealed the FERC order to the United States Court of Appeals for the Ninth Circuit seeking review of a number of issues, including changing the refund period to include periods prior to October 2, 2000. MPS Merchant was a net seller of power during the period prior to October 2, 2000. On August 2, 2006, the U.S. Court of Appeals for the Ninth Circuit issued an order finding, among other things, that FERC did not provide a sufficient justification for refusing to exercise its remedial authority under the Federal Power Act to determine whether market participants violated FERC-approved tariffs during the period prior to October 2, 2000, and imposing a remedy for any such violations. The court remanded the matter to FERC for further consideration. In May 2011, FERC issued an order which clarified the scope of the hearing in the refund proceeding and ruled on requests for rehearing and motions to dismiss. A hearing is set for March 2012. If FERC ultimately includes the period prior to October 2, 2000, MPS Merchant could be found to owe refunds.

FERC initiated a separate docket, generally referred to as the Pacific Northwest refund proceeding, to determine if any refunds were warranted related to the potential impact of the California market issues on buyers in the Pacific Northwest between December 25, 2000, and June 20, 2001. FERC rejected the refund requests, but its decision was remanded by the Court of Appeals for FERC to consider whether any acts of market manipulation support the imposition of refunds. Claims against MPS Merchant total $5.1 million for the period addressed under the Pacific Northwest refund proceedings.

12.	RELATED PARTY TRANSACTIONS AND RELATIONSHIPS

KCP&L employees manage GMO’s business and operate its facilities at cost. These costs totaled $27.7 million and $57.2 million, respectively, for the three months ended and year to date June 30, 2011, respectively. These costs totaled $20.1 million and $47.2 million, respectively, for the same periods in 2010. Additionally, KCP&L and GMO engage in wholesale electricity transactions with each other. KCP&L and GMO are also authorized to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO. The following table summarizes KCP&L’s related party receivables and payables.


	June 30		December 31
	2011		2010
	(millions)
Net receivable from GMO	$	6.0	$	29.6
Net receivable from Great Plains Energy		14.7		13.3
Receivable from MPS Merchant		9.6		0.3

13.	DERIVATIVE INSTRUMENTS

Great Plains Energy and KCP&L 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 Great Plains Energy’s and KCP&L’s operating results. Commodity risk management activities, including the use of certain derivative instruments, are subject to the management, direction and control of an internal risk management committee. Management’s interest rate risk management strategy uses derivative instruments to adjust Great Plains Energy’s and KCP&L’s liability portfolio to optimize the mix of fixed and floating rate debt within an established range. In addition, Great Plains Energy and KCP&L use 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 expense caused by commodity price volatility. Counterparties to commodity derivatives and interest rate swap agreements expose Great Plains Energy and KCP&L to credit loss in the event of nonperformance. This credit loss is limited to the cost of replacing these contracts at current market rates. Derivative instruments, excluding those instruments that qualify for the normal purchase normal sale 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 of derivative instruments are recognized currently in net income unless specific hedge accounting criteria are met, except GMO utility operations hedges that are recorded to a regulatory asset or liability consistent with MPSC regulatory orders, as discussed below.

Great Plains Energy and KCP&L have posted collateral, in the ordinary course of business, for the aggregate fair value of all derivative instruments with credit risk-related contingent features that are in a liability position. At June 30, 2011, Great Plains Energy and KCP&L have posted collateral in excess of the aggregate fair value of its derivative instruments; therefore, if the credit risk-related contingent features underlying these agreements were triggered, Great Plains Energy and KCP&L would not be required to post additional collateral to its counterparties.

The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law in July 2010, includes provisions related to the swaps and over-the-counter derivative markets. The Companies currently expect that their commodity and interest rate hedges will be exempt from mandatory clearing and exchange trading requirements. Capital and margin requirements for these hedges are expected to be determined over the next year as regulatory agencies implement rules. While the Companies currently do not anticipate this law and the associated regulatory rules will have a material impact on their financial condition, the ultimate impact cannot be reasonably determined until the final rules are issued.

Interest Rate Risk Management

In May 2011, Great Plains Energy issued $350.0 million of long-term debt and settled six forward starting swaps (FSS) simultaneously with the issuance of this long-term fixed rate debt. Great Plains Energy had entered into the six FSS with notional amounts totaling $350.0 million to hedge against interest rate variability on the debt issuance. The six FSS were treated as cash flow hedges with no ineffectiveness recorded for the three months ended and year to date June 30, 2011 and 2010. A pre-tax loss of $26.1 million was recorded to OCI and is being reclassified to interest expense over the first three years of the ten-year debt. At June 30, 2011, a $1.1 million loss has been reclassified from OCI to interest expense.

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. At June 30, 2011, KCP&L had fully hedged 2011 and had hedged 68% of 2012 and 31% of 2013 projected natural gas usage for retail load and firm MWh sales, primarily by utilizing futures contracts and financial instruments. KCP&L has designated the natural gas hedges as cash flow hedges. The fair values of these instruments are recorded as derivative assets or liabilities with an offsetting entry to OCI for the effective portion of the hedge. To the extent the hedges are not effective, any ineffective portion of the change in fair market value would be recorded currently in fuel expense. KCP&L has not recorded any ineffectiveness on natural gas hedges for the three months ended and year to date June 30, 2011 and 2010.

GMO’s risk management policy is to use derivative instruments to mitigate price exposure to natural gas price volatility in the market. The fair value of the portfolio relates to financial contracts that will settle against actual purchases of natural gas and purchased power. At June 30, 2011, GMO had financial contracts in place to hedge approximately 74%, 61% and 38% of the expected on-peak natural gas and natural gas equivalent purchased power price exposure for 2011, 2012 and 2013, respectively. GMO has designated its natural gas hedges as economic hedges (non-hedging derivatives). In connection with GMO’s 2005 Missouri electric rate case, it was agreed that the settlement costs of these contracts would be recognized in fuel expense. The settlement cost is included in GMO’s FAC. A regulatory asset has been recorded to reflect the change in the timing of recognition authorized by the MPSC. To the extent recovery of actual costs incurred is allowed, amounts will not impact earnings, but will impact cash flows due to the timing of the recovery mechanism.

MPS Merchant manages the daily delivery of its remaining contractual commitments with economic hedges (non-hedging derivatives) to reduce its exposure to changes in market prices. Within the trading portfolio, MPS Merchant takes certain positions to hedge physical sale or purchase contracts. MPS Merchant records the fair value of physical trading energy contracts as derivative assets or liabilities with an offsetting entry to the consolidated statements of income.

The notional and recorded fair values of open positions for derivative instruments are summarized in the following table. The fair values of these derivatives are recorded on the consolidated balance sheets. The fair values below are gross values before netting agreements and netting of cash collateral.


	June 30					December 31
	2011					2010
	Notional					Notional
	Contract		Fair			Contract		Fair
	Amount		Value			Amount		Value
Great Plains Energy	(millions)
Futures contracts
Cash flow hedges	$	2.0	$	(0.1	)	$	4.0	$	-
Non-hedging derivatives		25.1		(0.6	)		59.5		(2.5	)
Forward contracts
Non-hedging derivatives		145.0		10.0			202.8		8.9
Option contracts
Non-hedging derivatives		0.9		0.1			0.2		-
Anticipated debt issuance
Forward starting swaps		-		-			350.0		(20.8	)
KCP&L
Futures contracts
Cash flow hedges		2.0		(0.1	)		4.0		-

The fair value of Great Plains Energy’s and KCP&L’s open derivative positions are summarized in the following tables. The tables contain both derivative instruments designated as hedging instruments as well as non-hedging derivatives under GAAP. The fair values below are gross values before netting agreements and netting of cash collateral.

Great Plains Energy
	Balance Sheet	Asset Derivatives		Liability Derivatives
June 30, 2011	Classification	Fair Value		Fair Value
Derivatives Designated as Hedging Instruments		(millions)
Commodity contracts	Derivative instruments	$	-	$	0.1
Derivatives Not Designated as Hedging Instruments
Commodity contracts	Derivative instruments		10.1		0.6
Total Derivatives		$	10.1	$	0.7

December 31, 2010
Derivatives Designated as Hedging Instruments
Commodity contracts	Derivative instruments	$	0.1	$	0.1
Interest rate contracts	Derivative instruments		-		20.8
Derivatives Not Designated as Hedging Instruments
Commodity contracts	Derivative instruments		9.4		3.0
Total Derivatives		$	9.5	$	23.9

KCP&L
	Balance Sheet	Asset Derivatives		Liability Derivatives
June 30, 2011	Classification	Fair Value		Fair Value
Derivatives Designated as Hedging Instruments		(millions)
Commodity contracts	Derivative instruments	$	-	$	0.1

December 31, 2010
Derivatives Designated as Hedging Instruments
Commodity contracts	Derivative instruments	$	0.1	$	0.1

The following tables summarize the amount of gain (loss) recognized in OCI or earnings for interest rate and commodity hedges.

Great Plains Energy
Derivatives in Cash Flow Hedging Relationship
				Gain (Loss) Reclassified from
				Accumulated OCI into Income
				(Effective Portion)
	Amount of Gain
	(Loss) Recognized
	in OCI on Derivatives			Income Statement
	(Effective Portion)			Classification	Amount
Three Months Ended June 30, 2011	(millions)				(millions)
Interest rate contracts	$	(5.8	)	Interest charges	$	(3.9	)
Commodity contracts		(0.1	)	Fuel		-
Income tax benefit (expense)		2.2		Income tax benefit (expense)		1.4
Total	$	(3.7	)	Total	$	(2.5	)

Year to Date June 30, 2011
Interest rate contracts	$	(5.3	)	Interest charges	$	(6.8	)
Commodity contracts		(0.1	)	Fuel		-
Income tax benefit (expense)		2.1		Income tax benefit (expense)		2.6
Total	$	(3.3	)	Total	$	(4.2	)

Three Months Ended June 30, 2010
Interest rate contracts	$	(14.1	)	Interest charges	$	(2.3	)
Commodity contracts		(0.2	)	Fuel		-
Income tax benefit (expense)		5.5		Income tax benefit (expense)		0.9
Total	$	(8.8	)	Total	$	(1.4	)

Year to Date June 30, 2010
Interest rate contracts	$	(21.5	)	Interest charges	$	(4.6	)
Commodity contracts		(0.6	)	Fuel		-
Income tax benefit (expense)		8.6		Income tax benefit (expense)		1.8
Total	$	(13.5	)	Total	$	(2.8	)

KCP&L
Derivatives in Cash Flow Hedging Relationship
				Gain (Loss) Reclassified from
				Accumulated OCI into Income
				(Effective Portion)
	Amount of Gain
	(Loss) Recognized
	in OCI on Derivatives			Income Statement
	(Effective Portion)			Classification	Amount
Three Months Ended June 30, 2011	(millions)				(millions)
Interest rate contracts	$	-		Interest charges	$	(2.2	)
Commodity contracts		(0.1	)	Fuel		-
Income tax benefit (expense)		-		Income tax benefit (expense)		0.8
Total	$	(0.1	)	Total	$	(1.4	)

Year to Date June 30, 2011
Interest rate contracts	$	-		Interest charges	$	(4.4	)
Commodity contracts		(0.1	)	Fuel		-
Income tax benefit (expense)		-		Income tax benefit (expense)		1.7
Total	$	(0.1	)	Total	$	(2.7	)

Three Months Ended June 30, 2010
Interest rate contracts	$	-		Interest charges	$	(2.2	)
Commodity contracts		(0.2	)	Fuel		-
Income tax benefit (expense)		-		Income tax benefit (expense)		0.8
Total	$	(0.2	)	Total	$	(1.4	)

Year to Date June 30, 2010
Interest rate contracts	$	-		Interest charges	$	(4.4	)
Commodity contracts		(0.6	)	Fuel		-
Income tax benefit (expense)		0.2		Income tax benefit (expense)		1.7
Total	$	(0.4	)	Total	$	(2.7	)

The following table summarizes the amount of gain (loss) recognized in a regulatory balance sheet account or earnings for GMO utility commodity hedges. GMO utility commodity derivatives fair value changes are recorded to either a regulatory asset or liability consistent with MPSC regulatory orders.

Great Plains Energy
Derivatives in Regulatory Account Relationship
				Gain (Loss) Reclassified from
				Regulatory Account
	Amount of Gain (Loss)
	Recognized on Regulatory
	Account on Derivatives			Income Statement
	(Effective Portion)			Classification	Amount
Three Months Ended June 30, 2011	(millions)				(millions)
Commodity contracts	$	(1.0	)	Fuel	$	(1.0	)
Total	$	(1.0	)	Total	$	(1.0	)

Year to Date June 30, 2011
Commodity contracts	$	(1.3	)	Fuel	$	(2.9	)
Total	$	(1.3	)	Total	$	(2.9	)

Three Months Ended June 30, 2010
Commodity contracts	$	0.4		Fuel	$	(2.1	)
Total	$	0.4		Total	$	(2.1	)

Year to Date June 30, 2010
Commodity contracts	$	(5.9	)	Fuel	$	(4.3	)
Total	$	(5.9	)	Total	$	(4.3	)

Great Plains Energy’s income statement reflects gains (losses) for the change in fair value of the MPS Merchant commodity contract derivatives not designated as hedging instruments of $(0.9) million and $1.0 million, respectively, for the three months ended and year to date June 30, 2011, and $(0.4) million and $1.6 million, respectively, for the same periods in 2010.

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


	Great Plains Energy						KCP&L
	June 30			December 31			June 30			December 31
	2011			2010			2011			2010
	(millions)
Current assets	$	11.7		$	12.0		$	11.7		$	12.0
Current liabilities		(99.7	)		(101.5	)		(67.0	)		(71.6	)
Deferred income taxes		34.2			34.8			21.5			23.2
Total	$	(53.8	)	$	(54.7	)	$	(33.8	)	$	(36.4	)

Great Plains Energy’s accumulated OCI in the table above at June 30, 2011, includes $20.3 million that is expected to be reclassified to expenses over the next twelve months. KCP&L’s accumulated OCI includes $8.8 million that is expected to be reclassified to expense over the next twelve months.

14.	FAIR VALUE MEASUREMENTS

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad categories, giving the highest priority to quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. A definition of the various levels, as well as discussion of the various measurements within the levels, is as follows:

Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets that Great Plains Energy and KCP&L have access to at the measurement date. Assets categorized within this level consist of Great Plains Energy’s and KCP&L’s various exchange traded derivative instruments and equity and U.S. Treasury securities that are actively traded within KCP&L’s decommissioning trust fund and GMO’s SERP rabbi trust fund.

Level 2 – Market-based inputs for assets or liabilities that are observable (either directly or indirectly) or inputs that are not observable but are corroborated by market data. Assets and liabilities categorized within this level consist of Great Plains Energy’s and KCP&L’s various non-exchange traded derivative instruments traded in over-the-counter markets and certain debt securities within KCP&L’s decommissioning trust fund and GMO’s SERP rabbi trust fund.

Level 3 – Unobservable inputs, reflecting Great Plains Energy’s and KCP&L’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Assets categorized within this level consist of Great Plains Energy’s various non-exchange traded derivative instruments traded in over-the-counter markets for which sufficiently observable market data is not available to corroborate the valuation inputs.

The following tables include Great Plains Energy’s and KCP&L’s balances of financial assets and liabilities measured at fair value on a recurring basis at June 30, 2011, and December 31, 2010.


						Fair Value Measurements Using

						Quoted
						Prices in
						Active		Significant
						Markets for		Other		Significant
						Identical		Observable		Unobservable
	June 30					Assets		Inputs		Inputs
Description	2011		Netting (d)			(Level 1)		(Level 2)		(Level 3)
KCP&L	(millions)
Assets
Derivative instruments (a)	$	-	$	-		$	-	$	-	$	-
Nuclear decommissioning trust (b)
Equity securities		89.4		-			89.4		-		-
Debt securities
U.S. Treasury		11.8		-			11.8		-		-
U.S. Agency		3.5		-			-		3.5		-
State and local obligations		2.5		-			-		2.5		-
Corporate bonds		26.0		-			-		26.0		-
Foreign governments		0.7		-			-		0.7		-
Other		0.6		-			-		0.6		-
Total nuclear decommissioning trust		134.5		-			101.2		33.3		-
Total		134.5		-			101.2		33.3		-
Liabilities
Derivative instruments (a)		-		(0.1	)		0.1		-		-
Total	$	-	$	(0.1	)	$	0.1	$	-	$	-
Other Great Plains Energy
Assets
Derivative instruments (a)	$	10.0	$	(0.1	)	$	0.1	$	5.1	$	4.9
SERP rabbi trust (c)
Equity securities		0.1		-			0.1		-		-
Debt securities		7.1		-			-		7.1		-
Total SERP rabbi trust		7.2		-			0.1		7.1		-
Total		17.2		(0.1	)		0.2		12.2		4.9
Liabilities
Derivative instruments (a)		-		(0.6	)		0.6		-		-
Total	$	-	$	(0.6	)	$	0.6	$	-	$	-
Great Plains Energy
Assets
Derivative instruments (a)	$	10.0	$	(0.1	)	$	0.1	$	5.1	$	4.9
Nuclear decommissioning trust (b)		134.5		-			101.2		33.3		-
SERP rabbi trust (c)		7.2		-			0.1		7.1		-
Total		151.7		(0.1	)		101.4		45.5		4.9
Liabilities
Derivative instruments (a)		-		(0.7	)		0.7		-		-
Total	$	-	$	(0.7	)	$	0.7	$	-	$	-


						Fair Value Measurements Using

						Quoted
						Prices in
						Active		Significant
						Markets for		Other		Significant
						Identical		Observable		Unobservable
	December 31					Assets		Inputs		Inputs
Description	2010		Netting (d)			(Level 1)		(Level 2)		(Level 3)
KCP&L	(millions)
Assets
Derivative instruments (a)	$	-	$	(0.1	)	$	0.1	$	-	$	-
Nuclear decommissioning trust (b)
Equity securities		85.5		-			85.5		-		-
Debt securities
U.S. Treasury		8.9		-			8.9		-		-
U.S. Agency		4.8		-			-		4.8		-
State and local obligations		2.5		-			-		2.5		-
Corporate bonds		23.7		-			-		23.7		-
Foreign governments		0.7		-			-		0.7		-
Other		0.4		-			-		0.4		-
Total nuclear decommissioning trust		126.5		-			94.4		32.1		-
Total		126.5		(0.1	)		94.5		32.1		-
Liabilities
Derivative instruments (a)		-		(0.1	)		0.1		-		-
Total	$	-	$	(0.1	)	$	0.1	$	-	$	-
Other Great Plains Energy
Assets
Derivative instruments (a)	$	8.9	$	(0.5	)	$	0.5	$	5.2	$	3.7
SERP rabbi trust (c)
Equity securities		0.2		-			0.2		-		-
Debt securities		7.0		-			-		7.0		-
Total SERP rabbi trust		7.2		-			0.2		7.0		-
Total		16.1		(0.5	)		0.7		12.2		3.7
Liabilities
Derivative instruments (a)		20.8		(3.0	)		3.0		20.8		-
Total	$	20.8	$	(3.0	)	$	3.0	$	20.8	$	-
Great Plains Energy
Assets
Derivative instruments (a)	$	8.9	$	(0.6	)	$	0.6	$	5.2	$	3.7
Nuclear decommissioning trust (b)		126.5		-			94.4		32.1		-
SERP rabbi trust (c)		7.2		-			0.2		7.0		-
Total		142.6		(0.6	)		95.2		44.3		3.7
Liabilities
Derivative instruments (a)		20.8		(3.1	)		3.1		20.8		-
Total	$	20.8	$	(3.1	)	$	3.1	$	20.8	$	-

(a)	The fair value of derivative instruments is estimated using market quotes, over-the-counter forward price and volatility curves and correlations among fuel prices, net of estimated credit risk.

(b)

Fair value is based on quoted market prices of the investments held by the fund and/or valuation models. The total does not include $3.7 million and $2.7 million at June 30, 2011, and December 31, 2010, respectively, of cash and cash equivalents, which are not subject to the fair value requirements.

(c)

Fair value is based on quoted market prices of the investments held by the fund and/or valuation models. The total does not include $13.9 million and $14.6 million at June 30, 2011, and December 31, 2010, respectively, of cash and cash equivalents, which are not subject to the fair value requirements.

(d)

Represents the difference between derivative contracts in an asset or liability position presented on a net basis by counterparty on the consolidated balance sheet where a master netting agreement exists between the Company and the counterparty. At June 30, 2011, and December 31, 2010, Great Plains Energy netted $0.6 million and $2.5 million, respectively, of cash collateral posted with counterparties.

The following tables reconcile the beginning and ending balances for all level 3 assets and liabilities, net measured at fair value on a recurring basis for the three months ended and year to date June 30, 2011 and 2010.


Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Other
	Great
	Plains
	Energy
	Derivative
	Instruments
	(millions)
Balance April 1, 2011	$	5.7
Total realized/unrealized gains or (losses)
Included in non-operating income		2.1
Settlements		(2.9	)
Balance June 30, 2011	$	4.9

Total unrealized gains and (losses) included in non-operating
income relating to assets and liabilities still on the
consolidated balance sheet at June 30, 2011	$	(0.6	)


Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Other
	Great
	Plains
	Energy
	Derivative
	Instruments
	(millions)
Balance January 1, 2011	$	3.7
Total realized/unrealized gains or (losses)
Included in non-operating income		7.1
Settlements		(5.9	)
Balance June 30, 2011	$	4.9

Total unrealized gains and (losses) included in non-operating
income relating to assets and liabilities still on the
consolidated balance sheet at June 30, 2011	$	1.5


Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Other
	Great
	Plains
	Energy
	Derivative
	Instruments
	(millions)
Balance April 1, 2010	$	5.4
Total realized/unrealized gains or (losses)
Included in non-operating income		(3.4	)
Settlements		3.2
Balance June 30, 2010	$	5.2

Total unrealized gains and (losses) included in non-operating
income relating to assets and liabilities still on the
consolidated balance sheet at June 30, 2010	$	(0.2	)


Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
				Other
				Great			Great
				Plains			Plains
	KCP&L			Energy			Energy
	State & Local			Derivative
	Obligations			Instruments			Total
	(millions)
Balance January 1, 2010	$	0.2		$	4.1		$	4.3
Total realized/unrealized gains or (losses)
Included in non-operating income		-			(5.9	)		(5.9	)
Sales		(0.2	)		-			(0.2	)
Settlements		-			7.0			7.0
Balance June 30, 2010	$	-		$	5.2		$	5.2

Total unrealized gains and (losses) included in non-operating
income relating to assets and liabilities still
on the consolidated balance sheet at June 30, 2010	$	-		$	1.3		$	1.3

15.

TAXES

Components of income tax expense are detailed in the following tables.


	Three Months Ended						Year to Date
	June 30						June 30
Great Plains Energy	2011			2010			2011			2010
Current income taxes	(millions)
Federal	$	2.7		$	(0.1	)	$	3.8		$	(0.9	)
State		(4.7	)		1.5			(4.0	)		2.3
Foreign		(0.1	)		0.4			(0.4	)		0.4
Total		(2.1	)		1.8			(0.6	)		1.8
Deferred income taxes
Federal		32.3			30.9			28.9			34.7
State		11.4			3.3			7.4			4.2
Total		43.7			34.2			36.3			38.9
Noncurrent income taxes
Federal		(19.0	)		4.7			(18.0	)		5.5
State		(2.0	)		0.5			(1.9	)		0.7
Foreign		(0.1	)		(0.3	)		0.2			-
Total		(21.1	)		4.9			(19.7	)		6.2
Investment tax credit
Deferral		-			(8.3	)		-			(4.1	)
Amortization		(0.7	)		(0.6	)		(0.8	)		(1.1	)
Total		(0.7	)		(8.9	)		(0.8	)		(5.2	)
Income tax expense	$	19.8		$	32.0		$	15.2		$	41.7


	Three Months Ended						Year to Date
	June 30						June 30
KCP&L	2011			2010			2011			2010
Current income taxes	(millions)
Federal	$	1.3		$	21.6		$	2.4		$	37.8
State		0.2			4.1			0.5			7.2
Total		1.5			25.7			2.9			45.0
Deferred income taxes
Federal		23.2			4.4			19.9			(10.0	)
State		4.7			(0.5	)		4.5			(2.2	)
Total		27.9			3.9			24.4			(12.2	)
Noncurrent income taxes
Federal		(11.5	)		0.4			(10.6	)		0.9
State		(1.2	)		0.1			(1.1	)		0.2
Total		(12.7	)		0.5			(11.7	)		1.1
Investment tax credit
Deferral		-			(8.3	)		-			(4.1	)
Amortization		(0.5	)		(0.3	)		(0.5	)		(0.7	)
Total		(0.5	)		(8.6	)		(0.5	)		(4.8	)
Income tax expense	$	16.2		$	21.5		$	15.1		$	29.1

Income Tax Expense (Benefit) and Effective Income Tax Rates

Income tax expense (benefit) and the effective income tax rates reflected in the financial statements and the reasons for their differences from the statutory federal rates are detailed in the following tables.


Great Plains Energy	Income Tax Expense						Income Tax Rate
Three Months Ended June 30	2011			2010			2011		2010
	(millions)
Federal statutory income tax	$	22.1		$	33.7		35.0	%	35.0	%
Differences between book and tax
depreciation not normalized		1.1			(2.5	)	1.6		(2.6	)
Amortization of investment tax credits		(0.7	)		(0.6	)	(1.1	)	(0.6	)
Federal income tax credits		(3.8	)		(2.2	)	(6.0	)	(2.3	)
State income taxes		2.6			3.6		4.1		3.7
Changes in uncertain tax positions, net		(1.6	)		(0.3	)	(2.5	)	(0.3	)
Valuation allowance		0.2			-		0.3		-
Other		(0.1	)		0.3		-		0.4
Total	$	19.8		$	32.0		31.4	%	33.3	%


Great Plains Energy	Income Tax Expense						Income Tax Rate
Year to Date June 30	2011			2010			2011		2010
	(millions)
Federal statutory income tax	$	21.4		$	44.2		35.0	%	35.0	%
Differences between book and tax
depreciation not normalized		1.9			(5.1	)	3.0		(4.0	)
Amortization of investment tax credits		(0.8	)		(1.1	)	(1.4	)	(0.9	)
Federal income tax credits		(6.8	)		(4.1	)	(11.1	)	(3.3	)
State income taxes		3.0			4.5		4.9		3.5
Medicare Part D subsidy legislation		-			2.8		-		2.2
Changes in uncertain tax positions, net		(1.3	)		-		(2.2	)	-
Valuation allowance		(2.2	)		-		(3.6	)	-
Other		-			0.5		0.4		0.5
Total	$	15.2		$	41.7		25.0	%	33.0	%


KCP&L	Income Tax Expense						Income Tax Rate
Three Months Ended June 30	2011			2010			2011		2010
	(millions)
Federal statutory income tax	$	17.4		$	24.4		35.0	%	35.0	%
Differences between book and tax
depreciation not normalized		0.8			(2.0	)	1.6		(2.9	)
Amortization of investment tax credits		(0.5	)		(0.3	)	(1.0	)	(0.5	)
Federal income tax credits		(3.7	)		(2.2	)	(7.6	)	(3.1	)
State income taxes		1.8			2.4		3.8		3.4
Changes in uncertain tax positions		0.4			-		0.9		-
Other		-			(0.8	)	(0.2	)	(1.1	)
Total	$	16.2		$	21.5		32.5	%	30.8	%


KCP&L	Income Tax Expense						Income Tax Rate
Year to Date June 30	2011			2010			2011		2010
	(millions)
Federal statutory income tax	$	18.4		$	33.8		35.0	%	35.0	%
Differences between book and tax
depreciation not normalized		1.6			(4.1	)	3.0		(4.3	)
Amortization of investment tax credits		(0.5	)		(0.7	)	(0.9	)	(0.7	)
Federal income tax credits		(6.7	)		(4.1	)	(12.9	)	(4.3	)
State income taxes		2.0			3.1		3.9		3.2
Medicare Part D subsidy legislation		-			2.8		-		2.9
Changes in uncertain tax positions		0.4			-		0.8		-
Other		(0.1	)		(1.7	)	(0.3	)	(1.7	)
Total	$	15.1		$	29.1		28.6	%	30.1	%

Uncertain Tax Positions

At June 30, 2011, and December 31, 2010, Great Plains Energy had $24.9 million and $42.0 million, respectively, of liabilities related to unrecognized tax benefits. Of these amounts, $15.1 million and $17.3 million, respectively, at June 30, 2011, and December 31, 2010, is expected to impact the effective tax rate if recognized. The $17.1 million decrease in unrecognized tax benefits is primarily due to a decrease of $18.4 million related to the settlement of the IRS audit for Great Plains Energy’s 2006-2008 tax years. The tax benefit recognized related to the 2006-2008 IRS audit was offset by an increase of $16.4 million in deferred income tax liabilities, which resulted in an increase to net income of $2.0 million.

At June 30, 2011, and December 31, 2010, KCP&L had $7.3 million and $19.1 million, respectively, of liabilities related to unrecognized tax benefits. Of these amounts, $0.3 million at June 30, 2011, and December 31, 2010, is expected to impact the effective tax rate if recognized. The $11.8 million decrease in unrecognized tax benefits is primarily due to a decrease of $12.1 million related to the settlement of the IRS audit for Great Plains Energy’s 2006-2008 tax years. The tax benefit recognized related to the 2006-2008 IRS audit was mostly offset by an increase in deferred income tax liabilities, which resulted in an insignificant impact to net income.

The following table reflects activity for Great Plains Energy and KCP&L related to the liability for unrecognized tax benefits.


	Great Plains Energy						KCP&L
	June 30			December 31			June 30			December 31
	2011			2010			2011			2010
	(millions)
Beginning balance	$	42.0		$	51.4		$	19.1		$	20.9
Additions for current year tax positions		0.7			2.7			-			1.3
Additions for prior year tax positions		0.6			2.1			0.6			1.5
Reductions for prior year tax positions		(18.7	)		(10.6	)		(12.4	)		(1.6	)
Settlements		-			(3.8	)		-			(2.9	)
Statute expirations		-			(0.3	)		-			(0.1	)
Foreign currency translation adjustments		0.3			0.5			-			-
Ending balance	$	24.9		$	42.0		$	7.3		$	19.1

Great Plains Energy and KCP&L recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in non-operating expenses. At June 30, 2011, and December 31, 2010, accrued interest related to unrecognized tax benefits for Great Plains Energy was $6.0 million and $6.7 million, respectively. Amounts accrued for penalties with respect to unrecognized tax benefits were $1.1 million at June 30, 2011, and December 31, 2010. KCP&L had accrued interest related to unrecognized tax benefits of $0.3 million and $1.4 million at June 30, 2011, and December 31, 2010, respectively. Amounts accrued for penalties with respect to unrecognized tax benefits for KCP&L are insignificant.

The Companies are unable to estimate the amount of unrecognized tax benefits that may be recognized in the next twelve months.

16.	SEGMENTS AND RELATED INFORMATION

Great Plains Energy has one reportable segment based on its method of internal reporting, which generally segregates reportable segments based on products and services, management responsibility and regulation. The one reportable business segment is electric utility, consisting of KCP&L and GMO’s regulated utility operations. Other includes GMO activity other than its regulated utility operations, 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 the reportable segment. Segment performance is evaluated based on net income attributable to Great Plains Energy.

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


Three Months Ended	Electric						Great Plains
June 30, 2011	Utility			Other			Energy
	(millions)
Operating revenues	$	565.1		$	-		$	565.1
Depreciation and amortization		(67.6	)		-			(67.6	)
Interest charges		(40.3	)		(10.0	)		(50.3	)
Income tax (expense) benefit		(26.0	)		6.2			(19.8	)
Net income (loss) attributable to Great Plains Energy		49.0			(5.6	)		43.4


Year to Date	Electric						Great Plains
June 30, 2011	Utility			Other			Energy
	(millions)
Operating revenues	$	1,058.0		$	-		$	1,058.0
Depreciation and amortization		(140.0	)		-			(140.0	)
Interest charges		(74.6	)		(20.6	)		(95.2	)
Income tax (expense) benefit		(26.9	)		11.7			(15.2	)
Net income (loss) attributable to Great Plains Energy		56.0			(10.2	)		45.8


Three Months Ended	Electric						Great Plains
June 30, 2010	Utility			Other			Energy
	(millions)
Operating revenues	$	552.0		$	-		$	552.0
Depreciation and amortization		(81.0	)		-			(81.0	)
Interest charges		(36.4	)		(10.3	)		(46.7	)
Income tax (expense) benefit		(36.8	)		4.8			(32.0	)
Net income (loss) attributable to Great Plains Energy		71.7			(7.4	)		64.3


Year to Date	Electric						Great Plains
June 30, 2010	Utility			Other			Energy
	(millions)
Operating revenues	$	1,058.9		$	-		$	1,058.9
Depreciation and amortization		(163.2	)		-			(163.2	)
Interest charges		(72.6	)		(20.6	)		(93.2	)
Income tax (expense) benefit		(48.4	)		6.7			(41.7	)
Net income (loss) attributable to Great Plains Energy		96.6			(12.0	)		84.6


	Electric							Great Plains
	Utility		Other		Eliminations			Energy
June 30, 2011	(millions)
Assets	$	9,278.5	$	65.2	$	(421.5	)	$	8,922.2
Capital expenditures (a)		193.2		-		-			193.2
December 31, 2010
Assets	$	9,152.7	$	66.3	$	(400.8	)	$	8,818.2
Capital expenditures (a)		618.1		-		-			618.1
(a) Capital expenditures reflect year to date amounts for the periods presented.

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

GREAT PLAINS ENERGY INCORPORATED

EXECUTIVE SUMMARY

Description of Business

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 and GMO. Great Plains Energy’s sole reportable business segment is electric utility for the periods presented.

Electric utility consists of KCP&L, a regulated utility, and GMO’s regulated utility operations, which include its Missouri Public Service and St. Joseph Light & Power divisions. Electric utility has over 6,600 MWs of generating capacity and engages in the generation, transmission, distribution and sale of electricity to approximately 825,000 customers in the states of Missouri and Kansas. Electric utility’s retail electricity rates are below the national average of investor-owned utilities.

Earnings Overview

Great Plains Energy’s earnings available for common shareholders for the three months ended June 30, 2011, decreased to $43.0 million or $0.31 per share from $63.9 million or $0.47 per share for the same period in 2010 driven by a $14.5 million decrease in gross margin due to unfavorable weather, a decline in retail demand, the impact of increased coal transportation costs not recovered in KCP&L Missouri rates where there is no fuel recovery mechanism and the impact of an extended refueling outage at Wolf Creek. Gross margin is a financial measure that is not calculated in accordance with GAAP. See the explanation of gross margin and the reconciliation to GAAP operating revenues under Great Plains Energy’s Results of Operations below for further information. Also driving the decrease in earnings available for common shareholders was $3.0 million of voluntary separation program expenses and a $2.9 million increase in electric utility’s general taxes.

Great Plains Energy’s earnings available for common shareholders year to date June 30, 2011, decreased to $45.0 million or $0.32 per share from $83.8 million or $0.61 per share for the same period in 2010 driven by a $22.9 million decrease in gross margin due to unfavorable weather, a decline in retail demand, the impact of increased coal transportation costs not recovered in KCP&L Missouri rates where there is no fuel recovery mechanism and the impact of an extended refueling outage at Wolf Creek. Also driving the decrease was $12.7 million of voluntary separation program expenses, $2.3 million of losses representing KCP&L’s and GMO’s combined share of the impact of disallowed construction costs for the Iatan No. 1 environmental equipment and the Iatan No. 2 construction project, $3.9 million of expenses related to other accounting effects of the KCP&L and GMO MPSC rate orders and a $6.9 million increase in electric utility’s general taxes.

KCP&L Kansas Rate Case Proceedings

KCP&L Missouri Rate Case Proceedings

GMO Missouri Rate Case Proceedings

On June 4, 2010, GMO filed requests with the MPSC to increase its Missouri retail electric annual revenues by $75.8 million for its Missouri Public Service division, and $22.1 million for its L&P division. GMO subsequently adjusted its requests during the rate case proceedings to $65.9 million and $23.2 million, respectively, as the net result of updates to the cases. On May 4, 2011, the MPSC issued its order and on May 10, 2011, the MPSC Staff filed a report which quantified the authorized revenue increases on an annual basis as $30.1 million for GMO’s Missouri Public Service division and $29.3 million for GMO’s L&P division. The MPSC order authorized a return on equity of 10.0%, an equity ratio of approximately 46.6% and a Missouri jurisdictional rate base of $1.76 billion. In response to applications for clarification and rehearing of the MPSC order, the MPSC on May 27, 2011, issued an order of clarification and modification. The modified MPSC order revised the authorized annual revenue increase to approximately $35.7 million for GMO’s Missouri Public Service division and approximately $29.8 million for GMO’s L&P division, resulting primarily from a clarification of the amount of fuel costs shifted from GMO’s fuel adjustment clause to base rates. However, because the MPSC authorized an annual revenue increase that was greater than the amount originally requested by GMO and communicated to GMO’s customers, the modified MPSC order deferred approximately $7.7 million of the L&P division increase, which is the amount over GMO’s requested $22.1 million increase for that division, and will phase in the deferred revenue amount in equal parts over a two-year period, plus carrying costs.

Coal Conservation

Several of KCP&L’s coal-fired power plants have been impacted by recent flooding in the Midwest. Hawthorn No. 5 and LaCygne Nos. 1 and 2 are experiencing increased rail delivery cycle times, which has resulted in delays in coal delivery. Beginning June 30, 2011, coal deliveries at Iatan Nos. 1 and 2 were suspended. While it is not possible to predict with certainty how long the suspension and increased cycle times will continue, management currently expects coal deliveries at Iatan to resume in September. Delays in coal deliveries at Hawthorn, LaCygne and Iatan are expected to continue into the fourth quarter.

In an effort to conserve coal and meet customer demand, KCP&L is currently operating the affected plants at reduced loads. Additionally, KCP&L has entered into an agreement that allows it to purchase power from mid-June to the end of August.

Great Plains Energy and KCP&L currently estimate the impact of coal conservation resulting from increased fuel and purchased power expense and reduced wholesale sales will be approximately $28 million to $32 million in the second half of 2011. KCP&L’s retail rates in Kansas and GMO’s retail rates contain fuel recovery mechanisms that include the cost of fuel and purchased power, offset by wholesale sales margin. KCP&L’s Missouri retail rates do not contain a fuel recovery mechanism. As a result, Great Plains Energy and KCP&L currently estimate the impact of coal conservation will reduce net income by approximately $12 million to $16 million in the second half of 2011.

ENVIRONMENTAL MATTERS

See Note 10 to the consolidated financial statements for information regarding environmental matters.

RELATED PARTY TRANSACTIONS

See Note 12 to the consolidated financial statements for information regarding related party transactions.

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
	2011			2010			2011			2010
	(millions)
Operating revenues	$	565.1		$	552.0		$	1,058.0		$	1,058.9
Fuel		(114.4	)		(104.1	)		(219.3	)		(205.9	)
Purchased power		(55.4	)		(37.9	)		(110.3	)		(103.4	)
Transmission of electricity by others		(7.0	)		(7.2	)		(14.5	)		(12.8	)
Gross margin (a)		388.3			402.8			713.9			736.8
Other operating expenses		(202.1	)		(186.9	)		(404.4	)		(376.7	)
Voluntary separation program		(3.0	)		-			(12.7	)		-
Depreciation and amortization		(67.6	)		(81.0	)		(140.0	)		(163.2	)
Operating income		115.6			134.9			156.8			196.9
Non-operating income and expenses		(2.0	)		9.1			(0.6	)		23.6
Interest charges		(50.3	)		(46.7	)		(95.2	)		(93.2	)
Income tax expense		(19.8	)		(32.0	)		(15.2	)		(41.7	)
Loss from equity investments		(0.1	)		(0.9	)		(0.1	)		(0.9	)
Net income		43.4			64.4			45.7			84.7
Less: Net (income) loss attributable to noncontrolling interest		-			(0.1	)		0.1			(0.1	)
Net income attributable to Great Plains Energy		43.4			64.3			45.8			84.6
Preferred dividends		(0.4	)		(0.4	)		(0.8	)		(0.8	)
Earnings available for common shareholders	$	43.0		$	63.9		$	45.0		$	83.8
(a) Gross margin is a non-GAAP financial measure. See explanation of gross margin below.

Three Months Ended June 30, 2011 Compared to June 30, 2010

Great Plains Energy’s earnings available for common shareholders for the three months ended June 30, 2011, decreased to $43.0 million, or $0.31 per share, from $63.9 million, or $0.47 per share, for the same period in 2010.

Electric utility’s net income decreased $22.7 million for the three months ended June 30, 2011, compared to the same period in 2010 driven by a $14.5 million decrease in gross margin due to unfavorable weather, a decline in retail demand, the impact of increased coal transportation costs not recovered in KCP&L Missouri rates where there is no fuel recovery mechanism and the impact of an extended refueling outage at Wolf Creek. Also driving the decrease was $3.0 million of voluntary separation program expenses and a $2.9 million increase in general taxes.

Great Plains Energy’s corporate and other activities loss decreased $1.8 million for the three months ended June 30, 2011, compared to the same period in 2010 primarily due to a $2.0 million tax benefit recognized on the settlement of the Company’s 2006-2008 federal tax audit.

Year to Date June 30, 2011 Compared to June 30, 2010

Great Plains Energy’s earnings available for common shareholders year to date June 30, 2011, decreased to $45.0 million, or $0.32 per share, from $83.8 million, or $0.61 per share, for the same period in 2010.

Electric utility’s net income decreased $40.6 million year to date June 30, 2011, compared to the same period in 2010 driven by a $22.9 million decrease in gross margin due to unfavorable weather, a decline in retail demand, the impact of increased coal transportation costs not recovered in KCP&L Missouri rates where there is no fuel

recovery mechanism and the impact of an extended refueling outage at Wolf Creek. Also driving the decrease was $12.7 million of voluntary separation program expenses, $2.3 million of losses representing KCP&L’s and GMO’s combined share of the impact of disallowed construction costs for the Iatan No. 1 environmental equipment and the Iatan No. 2 construction project, $3.9 million of expenses related to other accounting effects of the KCP&L and GMO MPSC rate orders and a $6.9 million increase in general taxes.

Great Plains Energy’s corporate and other activities loss decreased $1.8 million year to date June 30, 2011, compared to the same period in 2010 driven by a $2.0 million tax benefit recognized on the settlement of the Company’s 2006-2008 federal tax audit.

Gross Margin

Gross margin is a financial measure that is not calculated in accordance with GAAP. Gross margin, as used by Great Plains Energy and KCP&L, is defined as operating revenues less fuel, purchased power and transmission of electricity by others. Expenses for fuel, purchased power and transmission of electricity by others, offset by wholesale sales margin, are subject to recovery through cost adjustment mechanisms, except for KCP&L’s Missouri retail operations. As a result, operating revenues increase or decrease in relation to a significant portion of these expenses. Management believes that gross margin provides a more meaningful basis for evaluating electric utility’s operations across periods than operating revenues because gross margin excludes the revenue effect of fluctuations in these expenses. Gross margin is used internally to measure performance against budget and in reports for management and the Board. The Companies’ definition of gross margin may differ from similar terms used by other companies.

ELECTRIC UTILITY RESULTS OF OPERATIONS

The following table summarizes the electric utility segment results of operations.


	Three Months Ended						Year to Date
	June 30						June 30
	2011			2010			2011			2010
	(millions)
Operating revenues	$	565.1		$	552.0		$	1,058.0		$	1,058.9
Fuel		(114.4	)		(104.1	)		(219.3	)		(205.9	)
Purchased power		(55.4	)		(37.9	)		(110.3	)		(103.4	)
Transmission of electricity by others		(7.0	)		(7.2	)		(14.5	)		(12.8	)
Gross margin (a)		388.3			402.8			713.9			736.8
Other operating expenses		(201.2	)		(185.7	)		(402.6	)		(374.7	)
Voluntary separation program		(3.0	)		-			(12.7	)		-
Depreciation and amortization		(67.6	)		(81.0	)		(140.0	)		(163.2	)
Operating income		116.5			136.1			158.6			198.9
Non-operating income and expenses		(1.2	)		8.8			(1.1	)		18.7
Interest charges		(40.3	)		(36.4	)		(74.6	)		(72.6	)
Income tax expense		(26.0	)		(36.8	)		(26.9	)		(48.4	)
Net income	$	49.0		$	71.7		$	56.0		$	96.6
(a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's
Results of Operations.

Electric Utility Gross Margin and MWh Sales

The following tables summarize electric utility’s gross margin and MWhs sold.


	Revenues and Costs						%			MWhs Sold				%
Three Months Ended June 30	2011			2010			Change			2011		2010		Change
Retail revenues	(millions)									(thousands)
Residential	$	217.2		$	211.9			3			1,976		1,983		-
Commercial		222.9			218.1			2			2,630		2,724		(3	)
Industrial		53.2			53.4			-			848		881		(4	)
Other retail revenues		4.8			4.8			-			28		33		(6	)
Provision for rate refund (excess Missouri
wholesale margin)		0.1			(1.5	)	NM			NA		NA		NA
Fuel recovery mechanism under recovery		18.8			7.2		NM			NA		NA		NA
Total retail		517.0			493.9			5			5,482		5,621		(2	)
Wholesale revenues		37.8			47.0			(20	)		1,132		1,579		(28	)
Other revenues		10.3			11.1			(7	)	NA		NA		NA
Operating revenues		565.1			552.0			2			6,614		7,200		(8	)
Fuel		(114.4	)		(104.1	)		10
Purchased power		(55.4	)		(37.9	)		46
Transmission of electricity by others		(7.0	)		(7.2	)		(4	)
Gross margin (a)	$	388.3		$	402.8			(4	)
(a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results
of Operations.


	Revenues and Costs						%			MWhs Sold				%
Year to Date June 30	2011			2010			Change			2011		2010		Change
Retail revenues	(millions)									(thousands)
Residential	$	418.7		$	416.6			-			4,413		4,522		(2	)
Commercial		405.2			400.4			1			5,219		5,348		(2	)
Industrial		91.7			93.8			(2	)		1,594		1,626		(2	)
Other retail revenues		9.3			9.0			5			59		58		3
Provision for rate refund (excess Missouri
wholesale margin)		-			(1.5	)	NM			NA		NA		NA
Fuel recovery mechanism under recovery		31.6			20.8			52		NA		NA		NA
Total retail		956.5			939.1			2			11,285		11,554		(2	)
Wholesale revenues		79.1			96.7			(18	)		2,389		2,902		(18	)
Other revenues		22.4			23.1			(3	)	NA		NA		NA
Operating revenues		1,058.0			1,058.9			-			13,674		14,456		(5	)
Fuel		(219.3	)		(205.9	)		6
Purchased power		(110.3	)		(103.4	)		7
Transmission of electricity by others		(14.5	)		(12.8	)		13
Gross margin (a)	$	713.9		$	736.8			(3	)
(a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results
of Operations.

Electric utility’s gross margin decreased $14.5 million and $22.9 million, respectively, for the three months ended and year to date June 30, 2011, compared to the same periods in 2010 primarily due to:

·	unfavorable weather driven by a 12% decrease in cooling degree days;

·	a decrease in weather-normalized retail demand;

·	a $2.9 million and $7.5 million increase for the three months ended and year to date June 30, 2011, respectively, in coal transportation costs not recovered in KCP&L’s Missouri retail rates where there is no fuel recovery mechanism, prior to new rates effective May 4, 2011; and

an estimated $11 million impact from an extended refueling outage at Wolf Creek, which resulted in less generation available for wholesale sales, increased fuel expense due to the use of more coal in the fuel mix, which has a higher cost compared to nuclear fuel, and increased purchased power expense due to an increase in MWhs purchased. Wolf Creek’s latest refueling outage began on March 19, 2011, and included several increases in work scope that extended the outage. Primary components of the increased work scope were related to inspection and repair of essential service water system piping, testing and replacement of underground high voltage cables, and a repair of a ground on the main generator rotor. During the last week of June 2011 before the unit returned to full capacity, Wolf Creek had an unplanned outage related to one of two main feed pumps. Wolf Creek returned to 100% capacity in early July 2011.

These decreases were partially offset by new retail rates effective December 1, 2010, and May 4, 2011, for KCP&L in Kansas and Missouri, respectively.

Electric Utility Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other)

Electric utility’s other operating expenses increased $15.5 million for the three months ended June 30, 2011, compared to the same period in 2010 primarily due to:

·	a $4.4 million increase in plant operating and maintenance expenses primarily due to Iatan No. 2 expenses being recognized with rates effective December 1, 2010, and May 4, 2011, for KCP&L in Kansas and Missouri, respectively;

·	a $3.0 million increase in pension expense recognized pursuant to higher rates authorized in the MPSC and KCC rate orders; and

·	a $2.9 million increase in general taxes driven by increased property taxes.

Electric utility’s other operating expenses increased $27.9 million year to date June 30, 2011, compared to the same period in 2010 primarily due to:

·	a $5.2 million increase in plant operating and maintenance expenses primarily due to Iatan No. 2 expenses being recognized with rates effective December 1, 2010, and May 4, 2011, for KCP&L in Kansas and Missouri, respectively;

·	a $5.5 million increase in pension expense recognized pursuant to higher rates authorized in the MPSC and KCC rate orders;

·	a $6.9 million increase in general taxes driven by increased property taxes; and

as a result of disallowances in the MPSC rate orders, KCP&L and GMO recognized combined losses of $2.3 million for construction costs related to Iatan No. 2 and to the Iatan No. 1 environmental project. KCP&L and GMO also recognized a combined $3.9 million loss for other disallowed costs in the MPSC rate orders.

Electric Utility Voluntary Separation Program

In March 2011, Great Plains Energy announced an organizational realignment and voluntary separation program to assist in the management of overall costs within the level reflected in the Company’s retail electric rates and to enhance organizational efficiency. Savings from the realignment process and voluntary separation program, including approximately $15 million in labor costs on an annual basis, are expected to partially offset projected cost increases. Under the voluntary separation program, any non-union employee of the Company could voluntarily elect to separate from the Company and receive a severance payment equal to two weeks of salary for

every year of employment, with a minimum severance payment equal to fourteen weeks of salary. Approximately 140 employees made such elections and the majority separated from the Company on April 30, 2011. Electric utility recorded expense of $3.0 million and $12.7 million for the three months ended and year to date June 30, 2011, respectively, related to this voluntary separation program reflecting severance and related payroll taxes provided by the Company to employees who elected to voluntarily separate from the Company.

Electric Utility Depreciation and Amortization

Electric utility’s depreciation and amortization costs decreased $13.4 million for the three months ended June 30, 2011, compared to the same period in 2010 due to a $6.2 million decrease attributable to lower depreciation rates for KCP&L effective December 1, 2010, for Kansas and May 4, 2011, for Missouri and a $15.3 million decrease in regulatory amortization. The regulatory amortization was in effect during KCP&L’s Comprehensive Energy Plan but concluded following the December 2010 and May 2011 effective dates of new retail rates for KCP&L in Kansas and Missouri, respectively. These decreases were partially offset by depreciation for Iatan No. 2, as well as increased depreciation expense for other capital additions.

Electric utility’s depreciation and amortization costs decreased $23.2 million year to date June 30, 2011, compared to the same period in 2010 due to a $15.7 million decrease attributable to lower depreciation rates for KCP&L and a $23.6 million decrease in regulatory amortization. These decreases were partially offset by $6.2 million of depreciation for Iatan No. 2, as well as increased depreciation expense for other capital additions.

Electric Utility Non-Operating Income and Expenses

Electric utility’s non-operating income and expenses decreased $10.0 million and $19.8 million for the three months ended and year to date June 30, 2011, respectively, compared to the same periods in 2010 primarily due to a decrease in the equity component of AFUDC resulting from a lower average construction work in progress balance due to Iatan No. 2 being placed in service in the third quarter of 2010.

Electric Utility Interest Charges

Electric utility’s interest charges increased $3.9 million for the three months ended June 30, 2011, compared to the same period in 2010 primarily due to an $8.9 million decrease in the debt component of AFUDC resulting from a lower average construction work in progress balance due to Iatan No. 2 being placed in service in the third quarter of 2010 and $5.6 million of interest on intercompany notes from Great Plains Energy to GMO issued in August 2010 and May 2011. These items were mostly offset by the deferral to a regulatory asset of construction accounting carrying costs for Iatan No. 1, Iatan No. 2 and common facilities and the maturity of GMO’s 7.95% Senior Notes in February 2011.

Electric utility’s interest charges increased $2.0 million year to date June 30, 2011, compared to the same period in 2010 primarily due to a $17.3 million decrease in the debt component of AFUDC resulting from a lower average construction work in progress balance due to Iatan No. 2 being placed in service in the third quarter of 2010 and $8.0 million of interest on intercompany notes from Great Plains Energy to GMO issued in August 2010 and May 2011. These items were mostly offset by the deferral to a regulatory asset of construction accounting carrying costs for Iatan No. 1, Iatan No. 2 and common facilities and the maturity of GMO’s 7.95% Senior Notes in February 2011.

Electric Utility Income Tax Expense

Electric utility’s income tax expense decreased $10.8 million and $21.5 million for the three months ended and year to date June 30, 2011, respectively, compared to the same periods in 2010 due to decreased pre-tax income.

GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGES (June 30, 2011 compared to December 31, 2010)

Great Plains Energy’s deferred refueling outage costs increased $31.0 million due to the deferral of costs for the Wolf Creek refueling outage that began on March 19, 2011, and included several increases in work scope that extended the outage. These deferred costs will be amortized over the months prior to the next refueling outage currently scheduled for the fall of 2012.

·	Great Plains Energy’s deferred income taxes – current assets decreased $11.1 million primarily due to increased temporary differences resulting from the increased deferred refueling outage costs.

·	Great Plains Energy’s notes payable increased $82.5 million due to increased borrowings due to the timing of cash payments.

Great Plains Energy’s commercial paper increased $213.2 million due to borrowings for the purchase in lieu of redemption of KCP&L’s EIRR Series 1993B bonds totaling $39.5 million and EIRR Series 2007A-1 and 2007 A-2 totaling $73.3 million and other increased borrowings due to the timing of cash payments.

Great Plains Energy’s current maturities of long-term debt decreased $34.4 million due to the repayment of $137.3 million and $197.0 million at maturity of GMO’s 7.95% and 7.75% Senior Notes, respectively, offset by the reclassification of $287.5 million of Great Plains Energy’s 10.00% Equity Units Subordinated Notes from long-term debt.

·	Great Plains Energy’s accounts payable decreased $80.7 million primarily due to the timing of cash payments.

·	Great Plains Energy’s accrued taxes increased $33.6 million primarily due to the timing of property tax payments.

·	Great Plains Energy’s derivative instruments – current liabilities decreased $20.8 million due to the settlement of FSS upon the issuance of Great Plains Energy’s $350.0 million of 4.85% Senior Notes.

·	Great Plains Energy’s other deferred credits and other liabilities decreased $27.1 million primarily due to a decrease in unrecognized tax benefits related to the settlement of the IRS audit for Great Plains Energy’s 2006-2008 tax years.

Great Plains Energy’s long-term debt decreased $81.9 million primarily due to the $287.5 million of Great Plains Energy’s 10.00% Equity Units Subordinated Notes reclassified to current maturities and the purchase in lieu of redemption of $112.8 million of KCP&L’s EIRR bonds, offset by Great Plains Energy’s issuance of $350.0 million of 4.85% Senior Notes in May 2011.

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, proceeds from the issuance of its securities and borrowing under its revolving credit facility.

Great Plains Energy’s capital requirements are principally comprised of debt maturities and electric utility’s construction and other capital expenditures. These items as well as additional cash and capital requirements are discussed below.

Great Plains Energy's liquid resources at June 30, 2011, consisted of $7.8 million of cash and cash equivalents on hand and $625.1 million of unused bank lines of credit. The unused lines consisted of $161.4 million from Great Plains Energy's revolving credit facility, $91.9 million from KCP&L's credit facilities and $371.8 million from GMO’s revolving credit facility. See Note 8 to the consolidated financial statements for more information on these credit facilities. Generally, Great Plains Energy uses these liquid resources to meet its day-to-day cash flow requirements, and from time to time issues equity and/or long-term debt to repay short-term debt or increase cash balances.

Great Plains Energy intends to meet day-to-day cash flow requirements including interest payments, retirement of maturing debt, construction requirements, dividends and pension benefit plan funding requirements with a combination of internally generated funds and proceeds from the issuance of equity securities, equity-linked securities and/or short-term and long-term debt. Great Plains Energy’s intention to meet a portion of these requirements with internally generated funds may be impacted by the effect of inflation on operating expenses, the level of retail MWh sales, regulatory actions, compliance with environmental regulations and the availability of generating units. In addition, Great Plains Energy may issue equity, equity-linked securities and/or debt to finance growth.

At July 31, 2011, Great Plains Energy’s long-term debt maturities for the remainder of 2011 and for 2012 were $150.3 million and $513.9 million, respectively. Great Plains Energy is evaluating alternatives to refinance this long-term debt, including issuing new long-term debt. Based on current market conditions and Great Plains Energy’s unused bank lines of credit, Great Plains Energy expects to have the ability to access the markets to complete the necessary refinancing.

Cash Flows from Operating Activities

The decrease in cash flows from operating activities for Great Plains Energy year to date June 30, 2011, compared to the same period in 2010 is primarily due to a reduction in net income, the payment of $26.1 million for the settlement of FSS upon the issuance of $350.0 million of 4.85% Senior Notes in May 2011 and an increase in deferred refueling outage costs, partially offset by the adoption of new accounting rules in 2010. On January 1, 2010, Great Plains Energy adopted new accounting rules for transfers of financial assets, which resulted in the recognition of $95.0 million of accounts receivables pledged as collateral and a corresponding short-term collateralized note payable on Great Plains Energy’s balance sheet at December 31, 2010. See Note 3 for additional information. As a result, cash flows from operating activities were reduced by $95.0 million and cash flows from financing activities were raised by $95.0 million with no impact to the net change in cash in 2010. Other changes in working capital are detailed in Note 2 to the consolidated financial statements. The individual components of working capital vary with normal business cycles and operations.

Cash Flows from Investing Activities

Great Plains Energy’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.

Great Plains Energy’s utility capital expenditures decreased $141.8 million year to date June 30, 2011, compared to the same period in 2010 due to a decrease in cash utility capital expenditures primarily related to Iatan No. 2.

Cash Flows from Financing Activities

Great Plains Energy’s cash flows from financing activities in 2011 reflect the issuance, at a discount, of $350.0 million of 4.85% Senior Notes that mature in 2021. Great Plains Energy used the proceeds to make a ten-year intercompany loan to GMO with GMO using the proceeds to repay $137.3 million of 7.95% Senior Notes and $197.0 million of 7.75% Senior Notes at maturity. Short-term borrowings increased with the proceeds used for KCP&L’s purchase in lieu of redemption of its EIRR Series 1993B bonds totaling $39.5 million and EIRR Series

2007A-1 and 2007A-2 totaling $73.3 million. Additional short-term borrowings were used to support interest and dividend payments.

Great Plains Energy’s cash flows from financing activities year to date June 30, 2010, reflect additional short-term borrowings to support interest and dividend payments, in addition to the $95.0 million impact of the short-term collateralized note payable described above under cash flows from operating activities.

Financing Authorization

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 (including only the amount of short-term debt in excess of the amount of construction work in progress). KCP&L’s long-term financing activities are subject to the authorization of the MPSC. In March 2010, the MPSC authorized KCP&L to issue up to $450.0 million of long-term debt and to enter into interest rate hedging instruments in connection with such debt through December 31, 2011. KCP&L had not utilized any of this authorized amount as of June 30, 2011.

In December 2010, FERC authorized KCP&L to have outstanding at any time up to a total of $1.0 billion in short-term debt instruments through December 2012 conditioned on KCP&L’s borrowing costs not exceeding the greater of: (i) 4.25% over LIBOR; (ii) the greater of 2.25% over the prime rate, 2.75% over the federal funds rate, and 3.25% over LIBOR; or (iii) 4.25% over the A2/P-2 nonfinancial commercial paper rate most recently published by the Federal Reserve at the time of the borrowing. The authorization is 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. At June 30, 2011, there was $523.3 million available under this authorization.

In March 2010, and modified in April 2010, FERC authorized GMO to have outstanding at any time up to a total of $500.0 million of short-term debt through March 2012, conditioned on GMO’s borrowing costs not exceeding 4.3% over LIBOR, the prime rate or federal funds rate, as applicable, and subject to the same four restrictions as the KCP&L FERC short-term authorization discussed in the preceding paragraph. At June 30, 2011, there was $435.0 million available under this authorization. In July 2010, FERC authorized GMO to issue up to a total of $850.0 million of long-term debt, including intercompany debt, through July 2012 and subject to the same four restrictions as the KCP&L FERC short-term authorization discussed in the preceding paragraph. At June 30, 2011, there was $253.9 million available under this authorization.

KCP&L and GMO are also authorized by FERC to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO. At June 30, 2011, KCP&L had an outstanding payable under the money pool of $4.4 million to GMO and GMO had an outstanding payable of $0.4 million to Great Plains Energy.

Debt Agreements

See Note 8 to the consolidated financial statements for discussion of revolving credit facilities.

Pensions

The Company maintains defined benefit plans for substantially all active and inactive employees of KCP&L, GMO and WCNOC and incurs significant costs in providing the plans. Funding of the plans follows legal and regulatory requirements with funding equaling or exceeding the minimum requirements of ERISA. Year to date June 30, 2011, the Company contributed $31.6 million to the pension plans and expects to contribute an

additional $82.2 million in 2011 to satisfy the ERISA funding requirements and the MPSC and KCC rate orders, with the majority expected to be paid by KCP&L.

Additionally, the Company provides post-retirement health and life insurance benefits for certain retired employees and expects to make benefit contributions of $17.1 million under the provisions of these plans in 2011, with the majority 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 these funding requirements.

KANSAS CITY POWER & LIGHT COMPANY

MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

The following table summarizes KCP&L's consolidated comparative results of operations.


	Three Months Ended						Year to Date
	June 30						June 30
	2011			2010			2011			2010
	(millions)
Operating revenues	$	383.4		$	372.6		$	714.2		$	708.2
Fuel		(81.5	)		(67.9	)		(149.7	)		(129.4	)
Purchased power		(20.4	)		(10.9	)		(41.8	)		(38.2	)
Transmission of electricity by others		(4.2	)		(4.0	)		(8.5	)		(6.9	)
Gross margin (a)		277.3			289.8			514.2			533.7
Other operating expenses		(148.9	)		(142.8	)		(299.1	)		(282.7	)
Voluntary separation program		(2.4	)		-			(9.2	)		-
Depreciation and amortization		(48.2	)		(62.3	)		(101.6	)		(125.8	)
Operating income		77.8			84.7			104.3			125.2
Non-operating income and expenses		(0.9	)		7.0			(1.4	)		15.0
Interest charges		(27.3	)		(22.0	)		(50.4	)		(43.7	)
Income tax expense		(16.2	)		(21.5	)		(15.1	)		(29.1	)
Net income	$	33.4		$	48.2		$	37.4		$	67.4
(a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's
Results of Operations.

KCP&L Gross Margin and MWh Sales

The following tables summarize KCP&L’s gross margin and MWhs sold.


	Revenues and Costs						%			MWhs Sold				%
Three Months Ended June 30	2011			2010			Change			2011		2010		Change
Retail revenues	(millions)									(thousands)
Residential	$	138.1		$	132.3			4			1,231		1,240		(1	)
Commercial		161.9			154.9			5			1,855		1,909		(3	)
Industrial		33.6			33.2			1			499		525		(5	)
Other retail revenues		3.0			2.9			5			20		20		1
Provision for rate refund (excess
Missouri wholesale margin)		0.1			(1.5	)	NM			NA		NA		NA
Kansas ECA (over) under recovery		7.6			1.9		NM			NA		NA		NA
Total retail		344.3			323.7			6			3,605		3,694		(2	)
Wholesale revenues		35.1			44.0			(20	)		1,046		1,495		(30	)
Other revenues		4.0			4.9			(17	)	NA		NA		NA
Operating revenues		383.4			372.6			3			4,651		5,189		(10	)
Fuel		(81.5	)		(67.9	)		20
Purchased power		(20.4	)		(10.9	)		86
Transmission of electricity by others		(4.2	)		(4.0	)		5
Gross margin (a)	$	277.3		$	289.8			(4	)
(a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's
Results of Operations.

Exhibit 4.1

FIFTEENTH SUPPLEMENTAL INDENTURE

KANSAS CITY POWER & LIGHT COMPANY

UMB BANK, N.A.

(FORMERLY UNITED MISSOURI BANK OF KANSAS CITY, N.A.)

DATED AS OF JUNE 30, 2011

SUPPLEMENTAL TO GENERAL MORTGAGE INDENTURE AND

DEED OF TRUST DATED AS OF DECEMBER 1, 1986

Adding Provisions

Relating to Joint Facilities

THIS FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of the 30th day of June, 2011 (the “ Fifteenth Supplemental Indenture ”), between Kansas City Power & Light Company, a corporation duly organized and existing under and by virtue of the laws of the State of Missouri (hereinafter called the “ Company ”), party of the first part, and UMB Bank, N.A. (formerly United Missouri Bank of Kansas City, N.A.), a corporation duly organized and existing under and by virtue of the laws of the State of Missouri, having its principal place of business in the City of Kansas City, Missouri, as Trustee under the Indenture hereinafter mentioned, party of the second part (hereinafter called the “ Trustee ”):

WHEREAS, all capitalized terms used in this Fifteenth Supplemental Indenture have the respective meanings set forth in the Indenture unless otherwise provided for herein;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a General Mortgage Indenture and Deed of Trust (“ Indenture ”), dated as of December 1, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, unlimited in aggregate principal amount except as therein otherwise provided;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supplemental Indenture, dated as of December 1, 1986, creating a First series of Mortgage Bonds;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Second Supplemental Indenture, dated as of April 1, 1988, creating a Second series of Mortgage Bonds;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Third Supplemental Indenture; dated as of April 1, 1991, creating a Third series of Mortgage Bonds;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a Fourth series of Mortgage Bonds;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Fifth Supplemental Indenture, dated as of September 1, 1992, creating a Fifth series of Mortgage Bonds;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Sixth Supplemental Indenture, dated as of November 1, 1992, creating a Sixth series of Mortgage Bonds;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Seventh Supplemental Indenture, dated as of October 1, 1993, creating a Seventh series of Mortgage Bonds;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, an Eighth Supplemental Indenture, dated as of December 1, 1993, creating an Eighth series of Mortgage Bonds;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Ninth Supplemental Indenture, dated as of February 1, 1994, creating a Ninth series of Mortgage Bonds, later satisfied;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Tenth Supplemental Indenture, dated as of November 1, 1994, creating a Tenth series of Mortgage Bonds, later satisfied;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, an Eleventh Supplemental Indenture, dated as of August 15, 2005, creating an Eleventh series of Mortgage Bonds;

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Twelfth Supplemental Indenture, dated as of March 1, 2009, creating a Twelfth series of Mortgage Bonds: and

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Thirteenth Supplemental Indenture, dated as of March 1, 2009, creating a Thirteenth series of Mortgage Bonds; and

WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Fourteenth Supplemental Indenture, dated as of March 1, 2009, creating a Fourteenth series of Mortgage Bonds; and

WHEREAS, the fourteen supplemental indentures dated respectively as set forward above identified in each case as to series by the reference to the year in which such series was created are hereinafter collectively referred to as the “Prior Supplemental Indentures”; and

WHEREAS, the Company desires in and by this Fifteenth Supplemental Indenture, entered into pursuant to Subdivision (h) of Section 15.01 of Article XV of the Indenture and to the resolution of its Board of Directors duly adopted at a meeting held December 14, 2010, to clarify and supplement the procedures applicable in the case of certain generation, transmission and other facilities it has or shall enter into as tenants in common, and to eliminate procedural uncertainties under the Indenture as supplemented and amended by the Prior Supplemental Indentures in the case of such projects without affecting the substantive rights of the bondholders; and

WHEREAS, all the conditions and requirements necessary to make this Fifteenth Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Fifteenth Supplemental Indenture in the form and with the terms hereof have been in all respects duly authorized.

NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Fifteenth Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows:

ARTICLE I

PROVISIONS RELATING TO JOINT FACILITIES

1. Joint Facility Defined . The Company may from time to time have entered or may in the future enter into agreements for the joint construction, ownership and/or operation of a physical plant and/or facilities for the generation, transmission and/or distribution of energy as a tenant in common or such other ownership structure as the Company, under the circumstances, may deem fit or appropriate (each such jointly owned plant or facility herein referred to as a “ Joint Facility ”).

2. Extent of Lien, Procedures Clarified . The parties, by this Fifteenth Supplemental Indenture hereby declare the extent to which the lien of the Indenture shall attach to such Joint Facility or property associated therewith, and also confirm the appropriate procedures to be followed in bonding property additions constituting a portion of a Joint Facility owned by the Company and another party.

3. Indenture and Supplemental Indentures . The provisions regarding Joint Facilities are hereby made a part of the Indenture, as supplemented by each of the Prior Supplemental Indentures, with the same effect and as fully as though included therein at the date of its initial execution.

4. Joint Facility, Ownership . In the case of any Joint Facility, the Company may enter into one or more principal agreements with regard to ownership, maintenance and operation of the Joint Facility, and which agreements may specify the percentage or fraction of the Joint Facility which the Company will own and the percentage or fraction of the cost of the Joint Facility which the Company shall pay or acquire. Such ownership by the Company in a Joint Facility may consist of an equitable or legal title to an undivided interest in the Joint Facility, the right to take a percentage of the power from the Joint Facility, or rights to specified contractual interests in various portions of the Joint Facility and the real estate associated therewith.

5. Mortgaged Property May Include Joint Facility Interest . The portion of any Joint Facility in which the Company shall have an equitable, legal or contractual interest shall be eligible to be Mortgaged Property or after acquired additions thereto in accordance with the definition of Mortgaged Property in Section 1.03(bb) of Article I of the Indenture. The Company may exercise such discretion with regard to any one or more such Joint Facilities, and the election as to a Joint Facility shall not obligate the Company to make a similar election as to any other Joint Facility.

Additionally, if the agreement(s) with regard to a Joint Facility separately provide for the Company’s interest in a non-productive portion of the Joint Facility or a portion to be used in common with facilities which are productive, then the Company may, at it’s option, elect to treat the benefits the Company is to receive from such non-productive or in common portion as included in the percentage or fraction of benefits the Company is to receive from the Joint Facility.

6. Bonded or Bondable Property . Bondable Property, in Section 1.03(h) of Article I of the Indenture, may include that portion of any Joint Facility in which the Company shall have an equitable, legal or contractual interest. An Engineer’s Certificate, if required under Section 3.04(c) of Article III of the Indenture, shall identify the interest in the Joint Facility acquired by Company.

The Company’s interest in a Joint Facility shall be applicable to any calculations required in the event of release of property under Article X, Section 10.03 of the Indenture, and in preparing the Engineer’s Certificate for released property under Section 10.03(b) of Article X of the Indenture and any certificate for acquired property under Section 10.03(c) thereof, the Engineer shall include the Company’s interest in a Joint Facility in the calculation of Fair Value of Mortgaged Property, but only to the extent which corresponds to the Company’s ownership interest as established in this Fifteenth Supplemental Indenture, and shall exclude the value of other Joint Facility owners’ ownership interests therein.

Such determination may also be applicable to establishing the value of Mortgaged Property for an Accountant’s Certificate under Section 10.03(d) of Article X of the Indenture and any opinion of counsel under Section 10.03(f) thereof. Similarly, the Company’s portion of the aggregate ownership interests in a Joint Facility may be applicable to any calculations required in the event of release of a limited amount of such property under Section 10.04 of Article X of the Indenture, and in preparing the Engineer’s Certificate for released property under Section 10.04(b) thereof, the Engineer shall include only that portion of the interest in a Joint Facility that represents the Company’s ownership interest in such Joint Facility in the calculation of Fair Value of Mortgaged Property as established in this Fifteenth Supplemental Indenture and shall exclude the value of other Joint Facility owners’ ownership interests therein. Such calculations may also be applicable to establishing the value of Mortgaged Property for an Accountant’s Certificate under Section 10.04(c) of Article X of the Indenture and any opinion of counsel under Section 10.04(e) thereof.

7. Change in Joint Facility Interest, Effect . A change in the Company’s interest in a Joint Facility under the agreement(s) to which the Company is a party with respect to such Joint Facility, shall not be considered an acquisition or disposition of property for the purposes of the Indenture where such change is effective concurrently with a change in the Company’s obligations associated with such change in Company’s interest in the Joint Facility, provided that the Company’s obligations under the agreements to

Company is a party for ownership, operation, and maintenance of the Joint Facility remains substantially proportional to the Company’s percentage or fractional ownership interest in the Joint Facility.

8. Lien In Joint Facility, Interest . The Lien of the Indenture in and to the Mortgaged Property under the Indenture and each of the Prior Supplemental Indentures identified in the Recitals (save and except the First, Second, Third, Fourth, Sixth, Ninth and Tenth Supplemental Indentures which have been satisfied) as so clarified by this Fifteenth Supplemental Indenture, is intended to be and by these presents is hereby ratified and affirmed . The Lien of the Indenture shall be effective and attach to the extent of such undivided interest(s) in a Joint Facility as the Company shall be entitled to under its various agreements with respect to the Joint Facility.

9. Impact of Certain Rights . The lien of the Indenture shall be subordinate to any waiver of the right of partition or to any buy-sell agreement or similar agreement affecting the Company’s right to take physical possession of its interest in the Joint Facility entered into prior to or simultaneously with the time legal title to the Company’s interest in the Joint Facility is acquired by or transferred to the Company and which does not materially adversely affect the usefulness of the Joint Facility to the Company.

10. Impact of Changes in Joint Facility Interests . If and as the ownership fraction or percentage of the Company in the Joint Facility may be changed by agreement with the other parties or as a result of additional construction, casualty or destruction, no releases shall be required of the Trustee to limit the lien of the Indenture to the fraction or percentage of the Joint Facility from time to time owned by the Company as established in the agreement(s) applicable to such Joint Facility, and the lien of the Indenture shall not extend to or otherwise affect any portion of the Joint Facility other than the fraction or percentage of the Joint Facility that is proportional to the Company’s ownership interest in the Joint Facility (as defined in Sections 4, 6 and 7 above), it being understood that in such circumstances the portion of the Joint Facility subject to the lien of the Indenture will vary from time to time depending on the state of accounts between the parties to each such Joint Facility agreement.

11. Disproportionate Conversion . If, pursuant to or through a change in the Company’s agreement(s) with respect to a Joint Facility, the Company’s percentage or fractional interest in such Joint Facility is changed in a manner that is disproportionate to the interest it possessed prior to said change, then the Company may elect to treat such change as an acquisition or disposition of property. In the absence of such election, the provisions of Article I, Section 10 above shall apply.

12. Opinion of Counsel, Joint Facility . In the case of a Joint Facility, the opinion of counsel required by Section 3.04(f) of Article III of the Indenture shall additionally provide that the Company is a party to an agreement giving the Company an undivided ownership interest or interests in the Joint Facility, including, if applicable any rights to receive output from the operations of the Joint Facility. In giving such opinion, counsel may rely on the opinion of counsel for any of the joint owners with respect to matters handled by such counsel, or the recitals and covenants of each such joint ownership, operations or maintenance agreement(s) for the relevant Joint Facility to which Company is a party by execution, succession by merger or assignment. In the case of a Joint Facility, the fact that operation of the Joint Facility may be pursuant to an operating agreement under which the Company is not the operating agent for the joint owners shall not be deemed inconsistent with the Company’s corporate power to own and operate such Joint Facility.

13. Condition Precedent . The application of Article I, Sections 7 and 10, as may be applicable in the circumstances, to a change in the Company’s ownership fraction or percentage in a Joint Facility is expressly conditioned on the requirement that, immediately after such change, the Fair Value of the Mortgaged Property (including any Bondable Property to be acquired by the Company with the proceeds of, or otherwise in connection with, such change) equals or exceeds an amount equal to 133 1/3% of the aggregate principal amount of Outstanding Bonds and Prior Lien Bonds then outstanding.

ARTICLE II

THE TRUSTEE

Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Fifteenth Supplemental Indenture other than as set forth in the Indenture and the Prior Supplemental Indentures; this Fifteenth Supplemental Indenture is executed and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length.

ARTICLE III

MISCELLANEOUS PROVISIONS

For purposes of clarification and certainty regarding certain property and interests of the Company therein and thereto comprising Mortgaged Property, the Company does by these presents grant, bargain, sell and convey unto Trustee, in trust, all of its right, title and interest in and to the property more particularly described on Schedule A attached hereto and made a part hereof, with all rights with respect thereto as Trustee has been granted in connection with all Mortgaged Property under the Indenture and all other Supplemental Indentures.

Except insofar as herein otherwise provided, all the provisions, terms and conditions of the Indenture shall be deemed to be incorporated in, and made a part of, this Fifteenth Supplemental Indenture; and the Indenture as supplemented by the Prior Supplemental Indentures and this Fifteenth Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, the Prior Supplemental Indentures and this Fifteenth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Nothing in this Fifteenth Supplemental Indenture is intended, or shall be construed, to give to any person or corporation, other than the parties hereto and the holders of bonds issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Fifteenth Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Fifteenth Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of bonds issued and to be issued under the Indenture and secured thereby.

All covenants, promises and agreements in this Fifteenth Supplemental Indenture contained by or on behalf of the Company shall bind its successors and assigns whether so expressed or not.

This Fifteenth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts when so executed shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Fifteenth Supplemental Indenture to be executed by its Chairman of the Board, President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by its Secretary or one of its Assistant Secretaries, and UMB BANK, N.A. , as Trustee as aforesaid, has caused the same to be executed by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written.

KANSAS CITY POWER & LIGHT COMPANY

By /s/ James C. Shay

James C. Shay

Senior Vice President – Finance and Strategic Development and Chief Financial Officer

Attest:

/s/ Mark G. English

Mark G. English

Assistant Secretary

STATE OF MISSOURI )

) ss

COUNTY OF JACKSON )

On this 24 day of June, 2011, before me, a Notary Public in and for said County in the State aforesaid, personally appeared James C. Shay, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President – Finance and Strategic Development and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said James C. Shay acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written.

/s/ Annette G. Carter

My commission expires: Oct. 6, 2013

UMB BANK, N.A.

By /s/ Anthony P. Hawkins

Anthony P. Hawkins

Vice President

Attest:

/s/ Jason E. McConnell

Secretary or Assistant Secretary

STATE OF MISSOURI )

) ss

COUNTY OF JACKSON )

On this 24 day of June, 2011, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Anthony P. Hawkins, to me personally known, who, being by me duly sworn, did say that he is Vice President of UMB Bank, N.A., one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Jason E. McConnell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written.

/s/ Della Spencer

My commission expires: 2/21/2015

SCHEDULE A

Clarifications to Mortgaged Property

Subject to Lien of the Indenture

KANSAS CITY POWER AND LIGHT’S UNDIVIDED TENANT IN COMMON PERCENTAGE INTEREST, AS FROM TIME TO TIME CONSTITUTED, IN THE JOINT FACILITIES AS GOVERNED BY THE AGREEMENT(S) APPLICABLE TO SUCH JOINT FACILITIES COMPRISING IATAN STATION, UNIT 1, UNIT 2, AND THE COMMON FACILITIES, AND WHICH UNDIVIDED TENANT IN COMMON PERCENTAGE INTEREST IS IN CERTAIN REAL PROPERTY CURRENTLY MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A. LEGAL DESCRIPTION OF IATAN STATION:

A TRACT OF LAND COMPRISED OF ALL OR PART OF FRACTIONAL SECTIONS 18, 19, 29, 30 AND 32, TOWNSHIP 54 NORTH, RANGE 36 WEST OF THE FIFTH PRINCIPAL MERIDIAN, AND ALL OR PART OF FRACTIONAL SECTIONS 13, 24, 25, AND 26, TOWNSHIP 54 NORTH, RANGE 37 WEST OF THE FIFTH PRINCIPAL MERIDIAN AND A PART OF FRACTIONAL SECTION 5, TOWNSHIP 53 NORTH, RANGE 36 WEST AS SAID SECTIONS WERE SURVEYED AND SHOWN ON THE ORIGINAL U. S. GOVERNMENT SURVEYS OF THE STATE OF MISSOURI, ALSO ALL OR PART OF FRACTIONAL SECTIONS 5, 6, 7, 8, 9, 16 AND 17, TOWNSHIP 7 SOUTH, RANGE 22 EAST OF THE SIXTH PRINCIPAL MERIDIAN AS SAID SECTIONS WERE SURVEYED AND SHOWN ON THE ORIGINAL U. S. GOVERNMENT SURVEYS OF THE TERRITORY OF KANSAS, ALSO CERTAIN ACCRETED AND RELICTED LANDS AND FORMER RIVER BED; ALL NOW BEING IN PLATTE COUNTY IN THE STATE OF MISSOURI AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: (NOTE: THE BEARINGS IN THIS DESCRIPTION ARE BASED ON, OR HAVE BEEN CONVERTED TO CONFORM TO, THE MISSOURI COORDINATE SYSTEM, WEST ZONE) BEGINNING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SECTION 32, TOWNSHIP 54 NORTH, RANGE 36 WEST; THENCE NORTH 89° 49' 28" EAST ALONG SAID SOUTH LINE A DISTANCE OF 928.4 FEET; THENCE NORTH 00° 34' 33'' EAST PARALLEL WITH THE WEST LINE OF SAID QUARTER SECTION, 2672.30 FEET, MORE OR LESS TO A POINT ON THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 32; THENCE CONTINUING NORTH 00° 34' 33" EAST 432.26 FEET; THENCE SOUTH 89° 19' 03" EAST, PARALLEL WITH THE SOUTH LINE OF SAID NORTHEAST QUARTER SECTION 1716.0 FEET TO A POINT ON THE EAST LINE OF SAID SECTION 32; THENCE NORTH 00° 34' 33" EAST ALONG SAID EAST LINE 883.99 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE RIGHT OF WAY OF MISSOURI STATE HIGHWAY NO. 45; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE THROUGH PARTS OF SAID SECTIONS 32, 29, 30 AND 19, IN TOWNSHIP 54, RANGE 36, OVER THE NEXT TWENTY-NINE COURSES:

NORTH 45° 03' 24" WEST 2772.21 FEET; THENCE SOUTH 44° 56' 36" WEST 5.0 FEET; THENCE NORTH 45° 03' 24" WEST 700.0 FEET; THENCE NORTH 44° 56' 36" EAST 5.0 FEET; THENCE NORTH 45° 03' 24" WEST 466.0 FEET; THENCE NORTHWESTERLY ALONG A CURVE TO THE RIGHT, TANGENT TO THE LAST DESCRIBED COURSE AND HAVING A RADIUS OF 5,769.58 FEET, AN ARC DISTANCE OF 506.81 FEET; THENCE NORTH 40° 01' 24" WEST 2729.8 FEET; THENCE SOUTH 49° 58' 36" WEST 5.0 FEET; THENCE NORTH 40° 01' 24" WEST 1625.9 FEET; THENCE NORTHWESTERLY ALONG A CURVE TO THE RIGHT, TANGENT TO THE LAST DESCRIBED COURSE AND HAVING A RADIUS OF 11,504.2 FEET, AN ARC DISTANCE OF 579.01 FEET; THENCE NORTH 37° 08' 24" WEST 340.1 FEET; THENCE SOUTH 52° 51' 36" WEST 25.0 FEET; THENCE NORTH 37° 08' 24" WEST 100.0 FEET; THENCE NORTH 52° 51' 36" EAST 25.0 FEET; THENCE NORTH 37° 08' 24" WEST 1587.51 FEET; THENCE SOUTH 49° 41' 36" WEST 10.01 FEET; THENCE NORTH 37° 08' 24" WEST 610.64 FEET; THENCE NORTHWESTERLY ON A CURVE TO THE RIGHT, TANGENT TO THE LAST DESCRIBED COURSE AND HAVING A RADIUS OF 11,514.2 FEET, AN ARC LENGTH OF 855.13 FEET; THENCE NORTH 89° 08' 24" WEST

6.02 FEET; THENCE NORTHWESTERLY ON A CURVE TO THE RIGHT, TANGENT TO THE LAST DESCRIBED COURSE AND HAVING A RADIUS OF 11,519.2 FEET, AN ARC DISTANCE OF 45.67 FEET; THENCE NORTH 32° 38' 24" WEST 1699.4 FEET; THENCE NORTH 57° 21' 36" EAST 5.0 FEET; THENCE NORTH 32° 38' 24" WEST 350.0 FEET; THENCE NORTH 57° 21' 36" EAST 5.0 FEET; THENCE NORTH 32° 38' 24" WEST 748.09 FEET; THENCE NORTH 89° 38' 24" WEST 119.24 FEET; THENCE NORTH 32° 38' 24" WEST 95.38 FEET; THENCE SOUTH 89° 38' 24" EAST 119.24 FEET; THENCE NORTH 32° 38' 24" WEST 56.55 FEET TO THE SOUTH LINE OF SAID SECTION 18, TOWNSHIP 54 NORTH, RANGE 36 WEST, AT A POINT 750.65 FEET EASTERLY ALONG SAID SECTION LINE FROM THE SOUTHWEST CORNER OF SAID SECTION; THENCE SOUTH 89° 38' 24" EAST ALONG SAID SOUTH LINE 331.43 FEET TO THE SOUTHWESTERLY LINE OF AN OLD COUNTY ROAD; THENCE ALONG SAID SOUTHWESTERLY LINE OVER THE NEXT SIX COURSES; NORTH 27° 32' 56" WEST, 122.55 FEET; THENCE NORTH 28° 54' 56" WEST, 349.13 FEET; THENCE NORTH 30° 34' 56" WEST, 983.34 FEET; THENCE NORTH 23° 18' 56" WEST, 238.91 FEET; THENCE NORTH 30° 18' 56" WEST, 452.35 FEET; THENCE NORTH 25° 30' 56" WEST 48.53 FEET TO A POINT ON THE EAST LINE OF SAID SECTION 13, TOWNSHIP 54 NORTH, RANGE 37 WEST; THENCE SOUTH 00° 22' 26" WEST ALONG SAID EAST LINE, 574.06 FEET TO THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF THE BURLINGTON NORTHERN, INC. (FORMERLY THE CHICAGO BURLINGTON & QUINCY RAILROAD COMPANY), THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE 759.31 FEET, THENCE CONTINUING ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE NORTH 25° 28' 04" WEST 634.46 FEET, THENCE DEPARTING FROM SAID RIGHT-OF-WAY LINE SOUTH 70° 22' 26" WEST 2245.96 FEET; THENCE SOUTH 11° 37' 34" EAST 435.6 FEET; THENCE NORTH 71° 22' 26" EAST 253.44 FEET; THENCE SOUTH 85° 37' 34" EAST 876.48 FEET; THENCE SOUTH 00° 52' 26" WEST 1547.04 FEET; THENCE NORTH 72° 52' 26" EAST 238.28 FEET, TO A POINT ON THE WEST LINE OF LOT 5 OF THE NORTHEAST FRACTIONAL ¼ OF SAID SECTION 24, TOWNSHIP 54 NORTH, RANGE 37 WEST; THENCE SOUTH 00° 22' 26" WEST ALONG THE WEST LINE OF SAID LOT 5 (ALSO REFERRED TO AS THE WEST LINE OF THE EAST ½ OF THE NORTHEAST ¼ OF SAID SECTION) AND THE SOUTHERLY PROLONGATION THEREOF, 2488.10 FEET TO THE EASTERLY PROLONGATION OF THE NORTH LINE OF THE SOUTHWEST FRACTIONAL ¼ OF SAID SECTION 24; THENCE SOUTH 89° 23' 37" WEST ALONG SAID PROLONGATION 928.79 FEET TO A POINT WHICH IS 3055 FEET EASTERLY ALONG SAID NORTH LINE AND PROLONGATION, FROM THE NORTHWEST CORNER OF SAID SOUTHWEST FRACTIONAL QUARTER SECTION; THENCE SOUTH 34° 17' 44" WEST 3252.40 FEET TO A POINT ON THE EASTERLY PROLONGATION OF THE SOUTH LINE OF SAID SECTION 24 AT A POINT 1265 FEET EASTERLY ALONG SAID LINE FROM THE SOUTHWEST CORNER OF SAID SECTION; THENCE SOUTH 89° 15' 20" EAST ALONG SAID EASTERLY PROLONGATION 2169.14 FEET TO THE NORTH-SOUTH CENTER LINE OF SAID SECTION 6, TOWNSHIP 7 SOUTH, RANGE 22 EAST, AS SAID CENTER LINE IS LOCATED BY DECREE OF THE SUPREME COURT OF THE UNITED STATES ENTERED JUNE 5, 1944 AND REPORTED IN 64 SUPREME COURT REPORTER AT PAGE 1202-1208; THENCE SOUTH 00° 22' 09" EAST ALONG THE SOUTHERLY PROLONGATION OF SAID LINE 2474.31 FEET TO THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF FRACTIONAL SECTION 7, TOWNSHIP 7 SOUTH, RANGE 22 EAST, THE SAME BEING THE SOUTHEAST CORNER OF A TRACT OF LAND CONVEYED TO GARY ASHPAUGH AND MARY ASHPAUGH, HUSBAND AND WIFE, BY GENERAL WARRANTY DEED, FILED FOR RECORD ON THE 8TH DAY OF JUNE 1973 AND RECORDED AS DOCUMENT NO. 43211 IN BOOK 416 AT PAGE 430; THENCE NORTH 89° 58' 25" WEST ALONG THE SOUTH LINE OF SAID TRACT, 3118.5 FEET TO THE SOUTHWEST CORNER OF SAID ASHPAUGH TRACT, SAID CORNER ALSO BEING ON A LINE DESCRIBED IN A BOUNDARY LINE AGREEMENT RECORDED ON JULY 3, 1968 AS DOCUMENT NO. 20330 IN BOOK 311 AT PAGE 83 IN THE OFFICE OF THE RECORDER OF DEEDS FOR PLATTE COUNTY; THENCE SOUTH 0° 55' 37" WEST (RECORD SOUTH 0° 28' WEST) 339.04 FEET; THENCE NORTH 89° 04' 23" WEST (RECORD NORTH 89° 49' WEST) ALONG SAID BOUNDARY LINE 877.2 FEET; THENCE SOUTH 00° 55' 37" WEST (RECORD SOUTH 00° 28' WEST) ALONG SAID BOUNDARY LINE 2383.41 FEET TO A MONUMENTED MEANDER POINT ON THE NORTHERLY HIGHBANK OF THE MISSOURI RIVER (WHICH SAID MONUMENTED MEANDER POINT IS THE BEGINNING POINT OF THE

NEXT SIX MEANDER LINE COURSES WHICH RUN APPROXIMATELY PARALLEL TO A PORTION OF THE ACTUAL BOUNDARY AS FOLLOWS: (1) SOUTH 68° 53' 41" EAST, 2169.12 FEET (2) SOUTH 76° 18' 33" EAST, 1644.66 FEET (3) SOUTH 72° 24' 55" EAST, 2300.96 FEET (4) SOUTH 63° 59' 58" EAST, 1078.11 FEET (5) SOUTH 54° 07' 46" EAST, 2940.56 FEET (6) SOUTH 35° 45' 15" EAST, 2149.20 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE SOUTH LINE OF SAID SECTION 32, TOWNSHIP 54, RANGE 36; THE LAST SAID MEANDER POINT BEARING SOUTH 89° 49' 28" WEST ALONG SAID SOUTH LINE AND WESTERLY PROLONGATION THEREOF A DISTANCE OF 3669.29 FEET FROM THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 32); THENCE FROM SAID MONUMENTED MEANDER POINT SOUTH 00° 55' 37" WEST, TO THE LOW WATER LINE ON THE LEFT OR NORTHERLY SHORE OF THE MISSOURI RIVER; THENCE SOUTHEASTERLY ALONG THE LOW WATER LINE TO A POINT ON THE WESTERLY PROLONGATION OF A LINE THAT IS 7371 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 53, RANGE 36; THENCE LEAVING SAID LOW WATER LINE NORTH 89° 49' 28" EAST ALONG SAID PARALLEL LINE TO A POINT THAT IS 2400 FEET WEST OF THE EAST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 5; THENCE SOUTH 24° 05' 32" EAST 228.63 FEET; THENCE NORTH 89° 49' 28'' EAST, 1052.17 FEET TO A POINT 1255 FEET WEST OF THE EAST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 5, TOWNSHIP 53 NORTH, RANGE 36 WEST AND 7162 FEET NORTH OF THE SOUTH LINE OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 53 NORTH, RANGE 36 WEST, SAID POINT BEING A POINT ON A CURVE; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 4677.31 FEET (DEED) AND 4583.66 FEET (AS SURVEYED) TO A POINT ON THE SOUTH LINE OF SECTION 32 AT A DISTANCE OF 1461.66 FEET WESTERLY ALONG SAID SOUTH LINE FROM THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 32; THENCE NORTH 89° 49' 28" EAST ALONG SAID SOUTH SECTION LINE 1461.66 FEET TO THE POINT OF BEGINNING .

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED TRACT OF LAND:

A TRACT OF LAND BEING PART OF THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 54 NORTH, RANGE 36 WEST OF THE FIFTH PRINCIPAL MERIDIAN, PLATE COUNTY, MISSOURI, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER; THENCE S 00°43'09" W ALONG THE EAST LINE OF SAID NORTHEAST QUARTER A DISTANCE OF 1738.87 FEET TO THE POINT OF BEGINNING OF THE TRACT OF LAND TO BE DESCRIBED; THENCE CONTINUING S 00°43'09" W ALONG SAID EAST LINE A DISTANCE OF 228.84 FEET; THENCE N 88°32'30" W A DISTANCE OF 23.25 FEET; THENCE N 01°18'46" E A DISTANCE OF 78.38 FEET; THENCE ON CURVE TO THE RIGHT, TANGENT TO THE LAST DESCRIBED COURSE, HAVING A RADIUS OF 530.00 FEET AND AN ARC LENGTH OF 152.42 FEET TO THE POINT OF BEGINNING.

Less and except from the above described tracts, all that part of the following described land contained within the above said tracts, if any, as described in and conveyed by quit claim deeds filed in Book 1131, Page 995; Book 1150, Page 823; Book 1160, Page 627; and Book 1160; Page 628.

B. LEGAL DESCRIPTION OF THE NOWER PROPERTY

THE EAST 105 ACRES OF THE SOUTHEAST QUARTER OF SECTION 32, TOWNSHIP 54 N, RANGE 36 W, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SECTION 32, THENCE NORTH 40.10 CHAINS, MORE OR LESS, TO THE QUARTER SECTION LINE, THENCE WEST 26 CHAINS, THENCE SOUTH 40.625 CHAINS, MORE OR LESS, TO THE QUARTER SECTION LINE, THENCE EAST 26 CHAINS TO THE PLACE OF BEGINNING. ALSO, PART OF THE NORTHEAST QUARTER OF SAID SECTION 32, TOWNSHIP 54 N, RANGE 36 W, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF

SECTION 32 AND RUNNING NORTH 4.25 CHAINS, THENCE WEST 40.07 CHAINS, MORE OR LESS, TO THE QUARTER SECTION LINE, THENCE SOUTH 4.25 CHAINS, THENCE EAST 40.07 CHAINS TO THE PLACE OF BEGINNING, AND ALSO, ALL THAT PART OF THE NORTHEAST ¼ OF SECTION 32, TOWNSHIP 54 NORTH, RANGE 36 WEST, IN PLATTE COUNTY, MISSOURI, DESCRIBED AS FOLLOWS:

(NOTE: THE BEARINGS IN THIS DESCRIPTION ARE BASED ON THE MISSOURI COORDINATE SYSTEM WEST ZONE): FROM THE SOUTHWEST CORNER OF THE NORTHEAST ¼ OF SAID SECTION 32, MEASURE SOUTH 89°19'03" EAST ALONG THE SOUTH LINE OF SAID ¼ SECTION 928.4 FEET; THENCE NORTH 00°34'33" EAST, 280.5 FEET TO THE POINT OF BEGINNING OF THE TRACT DESCRIBED HEREIN; THENCE CONTINUE NORTH 00°34'33" EAST 151.76 FEET; THENCE SOUTH 89° 19' 03" EAST, 1716.0 FEET TO THE EAST LINE OF SAID ¼ SECTION; THENCE SOUTH 00° 34' 33" WEST ALONG SAID EAST LINE 151.76 FEET; THENCE NORTH 89°19'03" WEST, PARALLEL WITH THE SOUTH LINE OF SAID ¼ SECTION 1716.0 FEET TO THE POINT OF BEGINNING

ALSO, A STRIP OF LAND ONE ROD WIDE OFF THE NORTH SIDE OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 53, RANGE 36, ALL IN PLATTE COUNTY, MISSOURI.

ALSO , A TRACT OF LAND BEING PART OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 54 NORTH, RANGE 36 WEST OF THE FIFTH PRINCIPAL MERIDIAN, PLATTE COUNTY, MISSOURI, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID NORTHWEST QUARTER; THENCE S 00°43'09" W ALONG THE WEST LINE OF SAID NORTHWEST QUARTER A DISTANCE OF 1341.43 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF MISSOURI ROUTE 45 AND THE POINT OF BEGINNING OF THE TRACT OF LAND TO BE DESCRIBED; THENCE S 44°52'51" E ALONG SAID SOUTH RIGHT-OF-WAY LINE A DISTANCE OF 196.89 FEET; THENCE S 16°33'05" W A DISTANCE OF 43.05 FEET; THENCE ON CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF S 45°07'33" W, A RADIUS OF 530.00 FEET AND AN ARC LENGTH OF 255.99 FEET TO A POINT ON THE WEST LINE OF SAID NORTHWEST QUARTER; THENCE N 00°43'09" E ALONG SAID WEST LINE A DISTANCE OF 397.44 FEET TO THE POINT OF BEGINNING.

C. AN UNDIVIDED TENANT IN COMMON PERCENTAGE LEASEHOLD INTEREST IN THE UNIT 2 SITE AND IMPROVEMENTS AS FROM TIME TO TIME CONSTITUTED UNDER THE OPERATIVE JOINT FACILITY AGREEMENTS, CURRENTLY MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT 3 -- UNIT-II WATER TREATMENT BUILDING

A tract of land being a portion of the Southeast Quarter of Fractional Section 8 in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

273.00 feet; thence North 44 degrees 59 minutes 59 seconds East, perpendicular to the last described course, a distance of 44.00 feet; thence South 45 degrees 00 minutes 01 second East, perpendicular to the last described course, a distance of 23.00 feet; thence North 44 degrees 59 minutes 59 seconds East, perpendicular to the last described course, a distance of 20.10 feet; thence South 45 degrees 00 minutes 01 second East, perpendicular to the last described course, a distance of 250.00 feet to the Point of Beginning. Containing 17,036 square feet, more or less.

TRACT 4 -- COMPRESSED GAS STORAGE SKID

A tract of land being a portion of the Southeast Quarter of Fractional Section 8 and a portion of the Northeast Quarter of Fractional Section 17, all in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

TRACT 5 -- CONDENSATE TANK

TRACT 6 -- STANDBY XFMR 2A

TRACT 7 -- PCM North

TRACT 8 -- PCM South

TRACT 22 -- UNIT-II NORTH CLARIFIER

A circular tract of land being a portion of the Southeast Quarter of Fractional Section 8 and a portion of the Northeast Quarter of Fractional Section 17, all in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

TRACT 23 -- UNIT-II SOUTH CLARIFIER

TRACT 24 -- STARTUP/STANDBY XFMR 1C

a distance of 45.78 feet; thence South 45 degrees 07 minutes 32 seconds East, perpendicular to the last described course, a distance of 30.51 feet to the Point of Beginning. Containing 1,397 square feet more or less.

TRACT 26 -- UNIT-II FLY ASH SILO

TRACT 27 -- COOLING TOWER NORTH PCM

TRACT 29 -- COOLING TOWER CHEMICAL FEED BUILDING

TRACT 31 -- UNIT-II COOLING TOWER

TRACT 34 -- UNIT-II DEMINERALIZED WATER STORAGE TANK

01 minute 38 seconds West, 21.93 feet; thence North 44 degrees 51 minutes 35 seconds East, 21.90 feet; thence North 89 degrees 48 minutes 39 seconds East, 21.97 feet; thence South 45 degrees 19 minutes 03 seconds East, 21.97 feet to the Point of Beginning. Containing 2,330 square feet, more or less.

TRACT 41 -- NEUTRALIZATION TANK

A tract of land being a portion of the Northeast Quarter of Fractional Section 17, Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

TRACT 49 -- COOLING TOWER SOUTH PCM

TRACT 48 -- UNIT-II IATAN GENERATING STATION

Commencing at the Northeast corner of Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri; thence South 00 degrees 16 minutes 52 seconds West along the East line of the Northeast Quarter of said Section 32, a distance of 2,125.57 feet; thence North 89 degrees 43 minutes 08 seconds West, perpendicular to the last described course, a distance of 5,832.94 feet to the Point of Beginning of the tract of land to be herein described; thence South 45 degrees 00 minutes 12 seconds West, 183.86 feet; thence North 45 degrees 09 minutes 31 seconds West, 59.71 feet; thence South 45 degrees 39 minutes 53 seconds West, 40.58 feet; thence North 44 degrees 46 minutes 28 seconds West, 37.97 feet; thence South 45 degrees 00 minutes 17 seconds West, 31.20 feet; thence North 44 degrees 34 minutes 10 seconds West, 10.81 feet; thence South 44 degrees 54 minutes 49 seconds West, 102.54 feet; thence South 45 degrees 20 minutes 42 seconds East, 7.32 feet; thence South 45 degrees 00 minutes 37 seconds West, 18.08 feet; thence North 46 degrees 09 minutes 12 seconds West, 7.50 feet; thence South 45 degrees 05 minutes 20 seconds West, 39.87 feet; thence South 44 degrees 54 minutes 40 seconds East, perpendicular to the last described course, a distance of 0.81 feet; thence South 44 degrees 16 minutes 02 seconds West, 5.46 feet; thence North 44 degrees 54 minutes 40 seconds West, 0.89 feet; thence South 45 degrees 05 minutes 20 seconds West, perpendicular to the last described course, a distance of 57.88 feet; thence South 44 degrees 54 minutes 40 seconds East, perpendicular to the last described course, a distance of 52.00 feet; thence South 45 degrees 00 minutes 01 second West, 49.47 feet; thence South 45 degrees 00 minutes 09 seconds East, 21.96 feet; thence South 45 degrees 00 minutes 08 seconds West, 152.29 feet; thence North 45 degrees 05 minutes 53 seconds West, 22.04 feet; thence South 44 degrees 54 minutes 07 seconds West, perpendicular to the last described course, a distance of 22.26 feet; thence South 44 degrees 42 minutes 23 seconds East, 2.43 feet; thence South 44 degrees 22 minutes 29 seconds West, 3.73 feet; thence South 45 degrees 37 minutes 31 seconds East, perpendicular to the last described course, a distance of 10.83 feet; thence South 45 degrees 07 minutes 48 seconds West, 12.55 feet; thence South 44 degrees 52 minutes 12 seconds East, perpendicular to the last described course, a distance of 4.09 feet; thence South 44 degrees 55 minutes 18 seconds West, 47.78 feet; thence North 45 degrees 06 minutes 01 second West, 18.29 feet; thence South 45 degrees 05 minutes 01 second West, 25.81 feet; thence North 89 degrees 47 minutes 53 seconds West, 22.09 feet; thence North 44 degrees 47 minutes 53 seconds West, 7.49 feet; thence South 45 degrees 12 minutes 07 seconds West, perpendicular to the last described course, a distance of 3.16 feet; thence South 44 degrees 47 minutes 53 seconds East, perpendicular to the last described course, a distance of 24.50 feet; thence South 45 degrees 07 minutes 26 seconds West, 13.39 feet; thence North 45 degrees 06 minutes 38 seconds West, 24.45 feet; thence South 45 degrees 40 minutes 56 seconds West, 21.17 feet; thence Southerly, Southwesterly, Westerly, Northwesterly, Northerly, Northeasterly and Easterly along a curve to the right having an initial tangent bearing of South 04 degrees 17 minutes 47 seconds West, a radius of 34.08 feet, and a central angle of 275 degrees 19 minutes 32 seconds, an arc length of 163.76 feet; thence North 45 degrees 40 minutes 56 seconds East, not tangent to the last described curve, a distance of 32.08 feet; thence North 44 degrees 19 minutes 04 seconds West, perpendicular to the last described course, a distance of 14.25 feet; thence North 00 degrees 29 minutes 44 seconds West, 21.93 feet; thence North 44 degrees 59 minutes 03 seconds East, 26.06 feet; thence North 45 degrees 05 minutes 38 seconds West, 18.34 feet; thence North 44 degrees 58 minutes 10 seconds East, 47.75 feet; thence South 45 degrees 54 minutes 53 seconds East, 4.27 feet; thence North 44 degrees 25 minutes 31 seconds East, 31.70 feet; thence North 45 degrees 23 minutes 05 seconds West, 4.18 feet; thence North 44 degrees 36 minutes 55 seconds East, perpendicular to the last described course, a distance of 6.73 feet; thence North 45 degrees 01 minute 58 seconds West, 4.28 feet; thence North 44 degrees 59 minutes 32 seconds East, 152.34 feet; thence North 45 degrees 15 minutes 10 seconds West, 33.89 feet; thence North 45 degrees 03 minutes 35 seconds East, 5.05 feet; thence North 44 degrees 56 minutes 25 seconds West, perpendicular to the last described course, a distance of 21.80 feet; thence North 45 degrees 03 minutes 35 seconds East, perpendicular to the last described course, a distance of 59.89 feet; thence North 45 degrees 00 minutes 55 seconds West, 10.21 feet; thence South 43 degrees 18 minutes 11 seconds West, 0.88 feet; thence North 44 degrees 27 minutes 57 seconds West, 3.68 feet; thence North 45 degrees 07 minutes 41 seconds East, 0.79 feet; thence North 44 degrees 39 minutes 37 seconds West, 11.46 feet; thence South 44 degrees 42 minutes 36 seconds West, 13.78 feet; thence North 44 degrees 44 minutes 02 seconds West, 9.21 feet; thence North 44 degrees 40 minutes 29 seconds East, 13.03 feet; thence North 45 degrees 21 minutes 19 seconds West, 0.93 feet; thence North 44 degrees 25 minutes 03 seconds East, 3.14 feet; thence South 46 degrees 04

minutes 39 seconds East, 0.55 feet; thence North 45 degrees 07 minutes 20 seconds East, 39.96 feet; thence North 44 degrees 52 minutes 40 seconds West, perpendicular to the last described course, a distance of 1.54 feet; thence North 44 degrees 57 minutes 31 seconds East, 5.63 feet; thence South 43 degrees 03 minutes 20 seconds East, 0.69 feet; thence North 44 degrees 57 minutes 23 seconds East, 3.88 feet; thence South 44 degrees 25 minutes 34 seconds East, 0.84 feet; thence North 45 degrees 00 minutes 29 seconds East, 23.50 feet; thence North 44 degrees 59 minutes 31 seconds West, perpendicular to the last described course, a distance of 0.85 feet; thence North 44 degrees 12 minutes 05 seconds East, 3.67 feet; thence South 45 degrees 34 minutes 33 seconds East, 0.86 feet; thence North 44 degrees 14 minutes 56 seconds East, 1.77 feet; thence North 45 degrees 22 minutes 16 seconds West, 2.20 feet; thence North 44 degrees 54 minutes 37 seconds East, 7.34 feet; thence North 44 degrees 15 minutes 06 seconds West, 1.50 feet; thence North 44 degrees 50 minutes 09 seconds East, 17.98 feet; thence South 45 degrees 15 minutes 05 seconds East, 3.78 feet; thence North 44 degrees 42 minutes 47 seconds East, 4.15 feet; thence North 45 degrees 56 minutes 11 seconds West, 0.80 feet; thence North 44 degrees 43 minutes 25 seconds East, 3.73 feet; thence South 44 degrees 25 minutes 43 seconds East, 0.79 feet; thence North 44 degrees 59 minutes 43 seconds East, 27.39 feet; thence North 48 degrees 32 minutes 14 seconds West, 0.67 feet; thence North 44 degrees 56 minutes 47 seconds East, 67.08 feet; thence North 44 degrees 45 minutes 06 seconds West, 10.83 feet; thence North 45 degrees 01 minute 31 seconds East, 71.91 feet; thence North 45 degrees 04 minutes 08 seconds West, 20.83 feet; thence South 45 degrees 00 minutes 01 second West, 40.93 feet; thence North 45 degrees 10 minutes 51 seconds West, 59.89 feet; thence North 44 degrees 59 minutes 41 seconds East, 41.05 feet; thence North 45 degrees 04 minutes 08 seconds West, 8.55 feet; thence North 45 degrees 03 minutes 29 seconds East, 169.64 feet; thence South 44 degrees 59 minutes 30 seconds East, 8.52 feet; thence North 44 degrees 57 minutes 40 seconds East, 14.28 feet; thence South 45 degrees 00 minutes 55 seconds East, 107.34 feet; thence North 45 degrees 21 minutes 34 seconds East, 21.50 feet; thence North 44 degrees 19 minutes 02 seconds West, 5.09 feet; thence North 45 degrees 02 minutes 04 seconds East, 4.04 feet; thence South 44 degrees 56 minutes 21 seconds East, 1.05 feet; thence North 45 degrees 03 minutes 39 seconds East, perpendicular to the last described course, a distance of 52.68 feet; thence North 44 degrees 58 minutes 45 seconds West, 11.00 feet; thence North 44 degrees 39 minutes 13 seconds East, 2.70 feet; thence North 45 degrees 39 minutes 59 seconds West, 8.21 feet; thence North 44 degrees 30 minutes 54 seconds East, 12.02 feet; thence North 45 degrees 07 minutes 48 seconds West, 16.96 feet; thence North 44 degrees 22 minutes 16 seconds East, 6.61 feet; thence North 44 degrees 54 minutes 20 seconds West, 8.10 feet; thence North 45 degrees 02 minutes 01 second East, 36.98 feet; thence South 45 degrees 00 minutes 55 seconds East, 128.95 feet; thence South 44 degrees 56 minutes 51 seconds West, 37.00 feet; thence North 44 degrees 59 minutes 42 seconds West, 26.59 feet; thence South 45 degrees 19 minutes 27 seconds West, 18.62 feet; thence North 44 degrees 40 minutes 33 seconds West, perpendicular to the last described course, a distance of 14.07 feet; thence South 44 degrees 42 minutes 31 seconds West, 2.63 feet; thence North 45 degrees 17 minutes 29 seconds West, perpendicular to the last described course, a distance of 10.94 feet; thence South 45 degrees 04 minutes 47 seconds West, 52.59 feet; thence South 44 degrees 24 minutes 50 seconds East, 1.08 feet; thence South 45 degrees 35 minutes 10 seconds West, perpendicular to the last described course, a distance of 25.69 feet; thence South 45 degrees 00 minutes 04 seconds East, 225.13 feet, to the Point of Beginning. Containing 181,030 square feet or 4.156 acres more or less.

TRACT 52 -- UNIT-II PAC SILO

A tract of land being a portion of the Northeast Quarter of Fractional Section 17, all in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

West, 10.45 feet; thence North 45 degrees 13 minutes 28 seconds West, 10.46 feet; thence North 00 degrees 09 minutes 29 seconds West, 10.50 feet; thence North 45 degrees 29 minutes 37 seconds East, 10.45 feet; thence South 89 degrees 46 minutes 40 seconds East, 8.03 feet; thence North 44 degrees 51 minutes 39 seconds East, 2.87 feet; thence South 45 degrees 45 minutes 52 seconds East, 3.45 feet; thence South 38 degrees 49 minutes 48 seconds West, 1.12 feet; thence South 45 degrees 02 minutes 47 seconds East, 8.59 feet to the Point of Beginning. Containing 534 square feet more or less.

TRACT 69 -- PCM-2 BUILDING UNIT-2 ONLY

TRACT 74 -- UNIT-II CHIMNEY LINER

A circular tract of land being a portion of the Northeast Quarter of Fractional Section 17, all in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, lying above a horizontal plane, passing through an elevation of 912.34 feet above the NGVD-29, Directrix and below a horizontal plane, passing through as elevation of 1,404.00 feet above the NGVE-29, Directrix, all now being in Platte County in the State of Missouri, being more particularly described as follows:

TRACT 76 -- COLLECTOR WELL BUILDING NEW COMMON UNIT 2 ONLY

Point of Beginning. Containing 1,797 square feet more or less.

TRACT 77 -- COLLECTOR WELL DRIVE AND PARKING

Commencing at the Northeast corner of the Southeast Quarter of Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri; thence South 00 degrees 39 minutes 17 seconds West along the East line of the Southeast Quarter of said Section 32, a distance of 430.00 feet; thence North 89 degrees 20 minutes 43 seconds West, perpendicular to the last described course, a distance of 6,625.16 feet to the Point of Beginning of a tract to be herein described; thence South 44 degrees 37 minutes 00 seconds West, 8.83 feet; thence Northwesterly, Westerly and Southwesterly along a curve to the left, having an initial tangent bearing of North 45 degrees 23 minutes 00 seconds West, a radius of 40.00 feet and central angle of 89 degrees 25 minutes 37 seconds, an arc length of 62.43 feet; thence South 45 degrees 11 minutes 23 seconds West, tangent to the last described curve, a distance of 316.80 feet; thence Southwesterly along a curve to the left, tangent to the last described course, having a radius of 313.13 feet, and a central angle of 12 degrees 13 minutes 08 seconds, an arc length of 66.78 feet; thence continuing Southwesterly and Southerly along a compound curve to the left, tangent to the last described curve, having a radius of 257.82 feet and a central angle 23 degrees 59 minutes 20 seconds, an arc length of 107.94 feet; thence South 08 degrees 58 minutes 55 seconds West, tangent to the last described curve, a distance of 80.90 feet; thence Southwesterly along a curve to the right, tangent to the last described course, having a radius of 595.74 feet, and a central angel of 09 degrees 32 minutes 21 seconds, an arc length of 99.18 feet; thence continuing Southwesterly along a compound curve to the right, tangent to the last described curve, having a radius of 187.20 feet and a central angle of 45 degrees 58 minutes 53 seconds, an arc length of 150.24 feet; thence South 64 degrees 30 minutes 08 seconds West, tangent to the last described curve, a distance 26.27 feet; thence Southwesterly along a curve to the right tangent to the last described course, having a radius of 125.00 feet and a central angle of 13 degrees 35 minutes 01 second, an arc length of 29.63 feet; thence South 78 degrees 05 minutes 10 seconds West, tangent to the last described curve, a distance of 50.27 feet; thence Westerly, Southwesterly and Southerly along a curve to the left, tangent to the last described course, having a radius of 25.00 feet and a central angle of 96 degrees 03 minutes 44 seconds, an arc length of 41.92 feet; thence South 42 degrees 45 minutes 24 seconds East, 41.60 feet; thence South 47 degrees 23 minutes 38 seconds West, 128.20 feet; thence North 41 degrees 39 minutes 18 seconds West, 118.39 feet; thence North 46 degrees 00 minutes 50 seconds East, 123.17 feet; thence South 57 degrees 27 minutes 47 seconds East, 20.56 feet; thence North 78 degrees 05 minutes 10 seconds East, 103.73 feet; thence Northeasterly along a curve to the left, tangent to the last described course, having a radius of 100.00 feet and a central angle of 13 degrees 35 minutes 01 second, an arc length of 23.71 feet; thence North 64 degrees 30 minutes 08 seconds East, tangent to the last described curve, a distance of 26.27 feet; thence Northeasterly and Northerly along a curve to the left, tangent to the last described course, having a radius of 162.20 feet and a central angle of 45 degrees 58 minutes 53 seconds, an a arc length of 130.17 feet; thence continuing Northerly along a compound curve to the left, tangent to the last described curve, having a radius of 570.74 feet and a central angle of 09 degrees 32 minutes 21 seconds, an arc length of 95.02 feet; thence North 08 degrees 58 minutes 55 seconds East,

tangent to the last described curve, a distance of 80.90 feet; thence Northeasterly along a curve to the right, tangent to the last described course, having a radius of 282.82 feet and a central angle of 23 degrees 59 minutes 20 seconds, an arc length of 118.41 feet; thence continuing Northeasterly along a compound curve to the right, tangent to the last described curve, having a radius of 338.13 feet and a central angle of 12 degrees 13 minutes 08 seconds, an arc length of 72.10 feet; thence North 45 degrees 11 minutes 23 seconds East, tangent to the last described curve, a distance of 316.51 feet; thence Northeasterly, Northerly and Northwesterly along a curve to the left, tangent to the last described course, having a radius of 40.00 feet and a central angle of 88 degrees 43 minutes 20 seconds, an arc length of 61.94 feet; thence North 46 degrees 27 minutes 50 seconds East, 8.05 feet; thence South 45 degrees 24 minutes 51 seconds East, 103.45 feet to the Point of Beginning. Containing an area of 42,391 square feet more or less.

IN ADDITION THERETO, AN UNDIVIDED TENANT IN COMMON PERCENTAGE LEASEHOLD INTEREST IN MULTIPLE TRACTS OF LAND UPON WHICH THE COMMON FACILITIES SHARED BY UNITS 1 AND 2 ARE CONSTRUCTED, AS FROM TIME TO TIME CONSTITUTED UNDER THE OPERATIVE JOINT FACILITY AGREEMENTS, CURRENTLY MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT 2 -- WETLANDS AREA TRACT-2, Doc. #017522 IN Bk. 1091, Pg. 652

A tract of land in part of the Fractional Northwest Quarter of Section 32, Township 54 North, Range 36 West and in part of the Fractional Southwest Quarter of Section 29. Township 54 North, Range 36 West and in part of accreted lands, in Platte County, Missouri, described as follows: Commencing at the Northeast corner of Section 32, Township 54 North, Range 36 West; thence S00°28'04"W along the East line of said Section 32 a distance of 452.16 feet; thence N89°31'56"W a distance of 3331.17 feet; thence S74°02'42"W a distance of 495.30 feet; thence S63°08'29"W a distance of 1465.53 feet; thence N43°23'02"W a distance of 66.00 feet; thence N37°48'45"W a distance of 146.71 feet; thence N12°31'44"W a distance of 29.97 feet; thence N44°11'02"E a distance of 162.29 feet; thence N46°43'17"W a distance of 373.60 feet; thence N00°00'00"E a distance of 125.90 feet; thence N06°00'32"W a distance of 75.23 feet; thence N44°36'34"E a distance of 178.57 feet; thence N45°23'26"W a distance of 133.22 feet to the Point of Beginning; thence N53°39'09"W a distance of 125.94 feet; thence N35°32'16"W a distance of 67.75 feet; thence N04°05'08"E a distance of 110.54 feet; thence N39°24'02"E a distance of 142.68 feet; thence N39°26'24"E a distance of 316.12 feet; thence N31°40'32"E a distance of 217.47 feet; thence N26°07'52"E a distance of 232.46 feet; thence N16°33'25"E a distance of 303.99 feet; thence N10°09'15"E a distance of 268.02 feet; thence N00°52'05"E a distance of 259.92 feet; thence N04°58'11"W a distance of 272.73 feet; thence N13°23'33"W a distance of 425.02 feet; thence N24°49'46"W a distance of 34.65 feet; thence S38°50'39"E a distance of 645.05 feet; thence S38°12'25"E a distance of 96.87 feet; thence S37°11'51"E a distance of 308.58 feet; thence S38°18'06"E a distance of 297.48 feet; thence S44°22'46"E a distance of 279.34 feet; thence S16°23'22"E a distance of 40.11 feet; thence S45°01'42"W a distance of 467.83 feet; thence S45°01'42"W a distance of 1123.83 feet; thence S45°01'42"W a distance of 418.76 feet to the Point of Beginning. Containing 31.90 acres more or less.

TRACT 9 -- SPARE GSU XFMR NEW COMMON FACILITY

South 45 degrees 01 minute 25 seconds East, perpendicular to the last described course, a distance of 3.87 feet; thence South 44 degrees 58 minutes 35 seconds West, perpendicular to the last described course, a distance of 38.97 feet; thence North 45 degrees 01 minute 25 seconds West, perpendicular to the last described course, a distance of 51.97 feet; thence North 44 degrees 58 minutes 35 seconds East, perpendicular to the last described course, a distance of 39.01 feet; thence South 45 degrees 01 minute 25 seconds East, perpendicular to the last described course, a distance of 2.92 feet; thence North 44 degrees 58 minutes 35 seconds East, perpendicular to the last described course, a distance of 37.97 feet; thence South 45 degrees 01 minute 25 seconds East, perpendicular to the last described course, a distance of 45.18 feet, to the Point of Beginning. Containing 3,743 Square feet more or less.

TRACT 10 -- LANDFILL LEACHEATE POND AREA

A tract of land being a portion of the East Half of Fractional Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri, now in Platte County in said State, being more particularly described as follows:

Commencing at the Northeast corner of said Section 32; thence South 00 degrees 16 minutes 52 seconds West along the East line of the Northeast Quarter of said Section 32, a distance of 2,673.58 feet to the Southeast corner of the Northeast Quarter of said Section 32; thence South 00 degrees 39 minutes 17 seconds West along the East line of the Southeast Quarter of said Section 32, a distance of 1,312.21 feet; thence North 89 degrees 20 minutes 43 seconds West, perpendicular to the last described course, a distance of 642.14 feet to the Point of Beginning of the tract of land to be herein described; thence South 62 degrees 50 minutes 17 seconds East, 27.60 feet; thence South 50 degrees 52 minutes 49 seconds East, 28.58 feet; thence Southeasterly along a curve to the right, tangent to the last described course, having a radius of 210 feet and a central angle of 31 degrees 33 minutes 56 seconds, an arc length of 115.69 feet; thence South 19 degrees 18 minutes 53 seconds East, tangent to the last described curve, a distance of 32.70 feet; thence South 02 degrees 13 minutes 12 seconds East, 50.86 feet; thence South 01 degree 42 minutes 37 seconds West, 71.30 feet; thence South 05 degrees 10 minutes 40 seconds West, 103.03 feet; thence South 33 degrees 44 minutes 40 seconds West, 11.05 feet; thence Southwesterly, Westerly and Northwesterly along a curve to the right, tangent to the last described course, having a radius of 40 feet and a central angle of 86 degrees 16 minutes 44 seconds, an arc length of 60.23 feet; thence North 59 degrees 58 minutes 36 seconds West, tangent to the last described curve, a distance of 22.45 feet; thence North 46 degrees 10 minutes 26 seconds West, 57.16 feet; thence North 45 degrees 55 minutes 54 seconds West, 57.74 feet; thence Northwesterly and Northerly along a curve to the right, tangent to the last described course, having a radius of 60 feet and a central angle of 44 degrees 16 minutes 45 seconds, an arc length of 46.37 feet; thence North 01 degree 39 minutes 09 seconds West, 33.27 feet; thence North 04 degrees 05 minutes 31 seconds East, 41.55 feet; thence North 03 degrees 34 minutes 27 seconds East, 79.64 feet; thence North 06 degrees 23 minutes 55 seconds East, 81.80 feet; thence North 28 degrees 49 minutes 48 seconds East, 20.73 feet; thence North 54 degrees 24 minutes 57 seconds East, 23.60 feet; thence Northeasterly, Easterly and Southeasterly along a curve to the right, tangent to the last described course, having a radius of 20 feet and a central angle of 62 degrees 44 minutes 46 seconds, an arc length of 21.90 feet to the Point of Beginning. Containing 60,270 square feet or 1.384 acres, more or less.

TRACT 11 -- LANDFILL STORM WATER RUNOFF POND AREA

A tract of land being a portion of the Southeast Quarter of Fractional Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri, now in Platte County in said State, being more particularly described as follows:

of 477.67 feet to the Point of Beginning of the tract of land to be herein described; thence South 02 degrees 08 minutes 50 seconds West, 230.48 feet; thence South 02 degrees 54 minutes 52 seconds West, 413.65 feet; thence South 01 degree 49 minutes 34 seconds West, 109.77 feet; thence South 19 degrees 27 minutes 02 seconds West, 28.44 feet; thence Southwesterly, Westerly and Northwesterly along a curve to the right, tangent to the last described course, having a radius of 18 feet and a central angle of 101 degrees 06 minutes 04 seconds, an arc length of 31.76 feet; thence North 59 degrees 26 minutes 54 seconds West, tangent to the last described curve, a distance of 27.09 feet; thence North 48 degrees 29 minutes 04 seconds West, 32.87 feet; thence North 42 degrees 57 minutes 16 seconds West, 76.81 feet; thence North 45 degrees 59 minutes 23 seconds West, 54.44 feet; thence North 44 degrees 26 minutes 59 seconds West, 54.91 feet; thence North 45 degrees 03 minutes 21 seconds West, 26.08 feet; thence North 40 degrees 22 minutes 01 second West, 12.78 feet; thence North 26 degrees 34 minutes 00 seconds West, 17.40 feet; thence Northwesterly along a curve to the left, tangent to the last described course, having a radius of 75 feet and a central angle of 40 degrees 31 minutes 09 seconds, an arc length of 53.04 feet; thence North 67 degrees 05 minutes 09 seconds West, tangent to the last described curve, a distance of 5.77 feet; thence North 54 degrees 41 minutes 05 seconds West, 22.75 feet; thence North 43 degrees 50 minutes 03 seconds West, 47.65 feet; thence North 44 degrees 42 minutes 27 seconds West, 75.75 feet; thence Northwesterly, Northerly and Northeasterly along a curve to the right, tangent to the last described course, having a radius of 20 feet and a central angle of 82 degrees 26 minutes 33 seconds, an arc length of 28.78 feet; thence North 37 degrees 44 minutes 06 seconds East, tangent to the last described curve, a distance of 24.40 feet; thence North 44 degrees 40 minutes 27 seconds East, 231.43 feet; thence North 45 degrees 06 minutes 06 seconds East, 148.78 feet; thence North 45 degrees 38 minutes 58 seconds East, 178.86 feet; thence North 57 degrees 22 minutes 13 seconds East, 14.31 feet; thence Southeasterly and Southerly along a curve to the right, having an initial tangent bearing of South 77 degrees 29 minutes 46 seconds East, a radius of 10 feet and a central angle of 79 degrees 38 minutes 36 seconds, an arc length of 13.90 feet to the Point of Beginning. Containing 181,234 square feet or 4.161 acres, more or less.

TRACT 20 -- LANDFILL AREA

A tract of land being a portion of the North Half of Fractional Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri, being now in Platte County, in said State and being more particularly described as follows:

feet; thence North 01 degree 50 minutes 40 seconds East, 50.58 feet; thence North 06 degrees 13 minutes 37 seconds East, 54.26 feet; thence North 08 degrees 21 minutes 53 seconds East, 52.94 feet; thence North 12 degrees 20 minutes 25 seconds East, 55.93 feet; thence North 15 degrees 42 minutes 46 seconds East, 51.60 feet; thence North 18 degrees 15 minutes 05 seconds East, 56.79 feet; thence North 22 degrees 19 minutes 06 seconds East, 58.42 feet; thence North 23 degrees 43 minutes 08 seconds East, 55.75 feet; thence North 26 degrees 30 minutes 13 seconds East, 56.79 feet; thence North 30 degrees 59 minutes 02 seconds East, 52.90 feet; thence North 36 degrees 14 minutes 26 seconds East, 58.14 feet; thence North 37 degrees 13 minutes 05 seconds East, 59.39 feet; thence North 42 degrees 12 minutes 49 seconds East, 58.68 feet; thence North 46 degrees 25 minutes 00 seconds East, 57.47 feet; thence North 49 degrees 25 minutes 51 seconds East, 126.93 feet; thence North 55 degrees 43 minutes 55 seconds East, 59.67 feet; thence North 58 degrees 35 minutes 43 seconds East, 60.17 feet; thence North 64 degrees 14 minutes 18 seconds East, 55.60 feet; thence North 66 degrees 55 minutes 20 seconds East, 54.90 feet; thence North 69 degrees 24 minutes 23 seconds East, 53.81 feet; thence North 70 degrees 08 minutes 43 seconds East, 60.69 feet; thence North 74 degrees 55 minutes 57 seconds East, 60.76 feet; thence North 79 degrees 22 minutes 22 seconds East, 63.71 feet; thence North 84 degrees 00 minutes 06 seconds East, 56.50 feet; thence North 87 degrees 13 minutes 31 seconds East, 55.78 feet; thence North 87 degrees 20 minutes 10 seconds East, 57.04 feet; thence South 88 degrees 02 minutes 33 seconds East, 63.94 feet; thence South 84 degrees 09 minutes 35 seconds East, 58.69 feet; thence South 78 degrees 41 minutes 41 seconds East, 51.99 feet; thence South 75 degrees 26 minutes 30 seconds East, 61.73 feet; thence South 73 degrees 49 minutes 28 seconds East, 52.69 feet; thence South 70 degrees 08 minutes 49 seconds East, 50.18 feet; thence South 67 degrees 09 minutes 22 seconds East, 56.91 feet; thence South 63 degrees 57 minutes 03 seconds East, 58.47 feet; thence South 61 degrees 19 minutes 01 second East, 52.93 feet; thence South 54 degrees 13 minutes 12 seconds East, 56.26 feet; thence South 51 degrees 26 minutes 23 seconds East, 51.10 feet; thence South 53 degrees 29 minutes 30 seconds East, 33.09 feet to the Point of Beginning. Containing 1,077,248 square feet or 24.730 acres.

TRACT 32 -- NORTH CLARIFIER WATER STORAGE TANK COMMON

TRACT 33 -- LANDFILL HAUL ROAD

A tract of land being a portion of Fractional Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri and a portion of the Northeast Quarter of Fractional Section 17, Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

Commencing at the Northeast corner of said Section 32; thence South 00 degrees 16 minutes 52 seconds West along the East line of the Northeast Quarter of said Section 32, a distance of 1,854.30 feet; thence North 89 degrees 43 minutes 08 seconds West, perpendicular to the last described course, a distance of 2,974.99 feet to the most Southerly, Southwest corner of a tract of land commonly known as the Landfill Area of the Iatan power generation complex and the Point of Beginning of the tract of land to be herein described; thence South 72 degrees 59 minutes 43 seconds West, 64.96 feet; thence Southeasterly along a curve to the left, having an initial tangent bearing of South 25 degrees 28 minutes 08 seconds West, a radius of 560 feet and a central angle of 20 degrees 49 minutes 34 seconds, an arc length of 203.55 feet; thence South 46 degrees 17 minutes 42 seconds East, tangent to the last described curve, a distance of 101.86 feet; thence South 46 degrees 00 minutes 53 seconds East, 163.58 feet; thence South 44 degrees 28 minutes 26 seconds East, 151.73 feet; thence South 45 degrees 26 minutes 34

seconds East, 61.47 feet to a point on the North line of a tract of land known as the Nowers Track; thence North 89 degrees 13 minutes 18 seconds West along the North line of said Nowers Tract, a distance of 50.59 feet to a point 25.27 feet East of the West line of the Northeast Quarter of said Section 32, as measured along the North line of said Nowers Tract; thence North 45 degrees 26 minutes 34 seconds West, 25.24 feet; thence North 44 degrees 28 minutes 26 seconds West, 151.56 feet; thence North 46 degrees 00 minutes 53 seconds West, 163.03 feet; thence North 46 degrees 17 minutes 42 seconds West, 101.78 feet; thence Northwesterly along a curve to the right, tangent to the last described course, having a radius of 595 feet and a central angle of 21 degrees 05 minutes 27 seconds, an arc length of 219.02 to a point of compound curve; thence Northwesterly and Northerly along a curve to the right, tangent to the last described course, having a radius of 35 feet and a central angle of 28 degrees 37 minutes 23 seconds, an arc length of 17.48 feet; thence North 03 degrees 25 minutes 06 seconds East, tangent to the last described curve, a distance of 24.32 feet; thence North 72 degrees 59 minutes 43 seconds East, 52.68 feet to the most Northerly, Southwest corner of said tract of land commonly known as the Landfill Area of the Iatan power generation complex; thence Southeasterly along the Southwesterly line of said tract of land, the following courses and distances; thence South 57 degrees 03 minutes 44 seconds East, 20.64 feet; thence South 64 degrees 25 minutes 28 seconds East, 32.16 feet to the Point of Beginning. Containing an area of 26,418 square feet more or less.

ALSO a tract of land to be herein described:

A strip of land being a portion of the Northeast Quarter of Fractional Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri, being in Platte County in the State of Missouri and being more particularly described as follows:

Commencing Southwest corner of the Northeast Quarter of said Section 32, thence South 89 degrees 13 minutes 18 seconds East along the South line of the Northeast Quarter of said Section 32, a distance of 245.98 feet to the Point of Beginning of that portion of said Land Fill Haul Road to be herein described; thence continuing South 89 degrees 13 minutes 18 seconds East along the South line of said Northeast Quarter, a distance of 65.17 feet; thence Southwesterly, Southerly and Southeasterly along a curve to the left, having a initial tangent bearing of South 18 degrees 09 minutes 53 seconds West, a radius of 160 feet and a central angle of 35 degrees 27 minutes 05 seconds, an arc length of 99.00 feet; thence South 23 degrees 43 minutes 28 seconds West, not tangent to the last described curve, a distance of 56.01 feet; thence Northwesterly, Westerly and Southwesterly along a curve to the left, having an initial tangent bearing of North 66 degrees 16 minutes 32 seconds West and being perpendicular to the last described course, along a radius of 42 feet and a central angle of 89 degrees 02 minutes 24 seconds, an arc length of 65.27 feet; thence South 24 degrees 41 minutes 04 seconds West, tangent to the last described curve, a distance of 25.88 feet; thence South 20 degrees 44 minutes 30 seconds West, 105.15 feet; thence South 18 degrees 45 minutes 35 seconds West, 216.71 feet; thence South 18 degrees 04 minutes 59 seconds West, 210.04 feet; thence South 18 degrees 42 minutes 19 seconds West, 208.92 feet; thence South 19 degrees 08 minutes 48 seconds West, 216.95 feet; thence South 17 degrees 40 minutes 47 seconds West, 118.96 feet; thence South 18 degrees 10 minutes 39 seconds West, 102.99 feet; thence South 18 degrees 48 minutes 44 seconds West, 327.08 feet; thence South 18 degrees 43 minutes 02 seconds West, 107.75 feet; thence South 19 degrees 17 minutes 49 seconds West, 109.62 feet; thence South 17 degrees 32 minutes 40 seconds West,

248.74 feet; thence Southwesterly and Southerly along a curve to the left, tangent to the last described course, having a radius of 180 feet and a central angle of 13 degrees 02 minutes 52 seconds, an arc length of 40.99 feet to a point of compound curve; thence Southerly and Southeasterly along a curve to the left, tangent to the last described curve, having a radius of 24 feet and a central angle of 57 degrees 02 minutes 39 seconds, an arc length of 23.89 feet; thence South 30 degrees 57 minutes 47 seconds West, 41.57 feet; thence North 66 degrees 51 minutes 01 second West, 56.52 feet; thence North 63 degrees 15 minutes 21 seconds West, 81.59 feet; thence North 65 degrees 24 minutes 08 seconds West, 2.38 feet; thence Northwesterly along a curve to the right, tangent to the last described course, having a radius of 225 feet and a central angle of 18 degrees 02 minutes 26 seconds, an arc length of 70.85 feet; thence North 47 degrees 21 minutes 42 seconds West, tangent to the last described curve, a distance of 10.46 feet; thence North 62 degrees 05 minutes 38 seconds West, 328.82 feet; thence North 61 degrees 50 minutes 56 seconds West, 405.03 feet; thence Northwesterly along a curve to the left, tangent to the last described course, having a radius of 1,500 feet and a central angle of 11 degrees 12 minutes 20 seconds, an arc length of 293.36 feet; thence North 73 degrees 03 minutes 16 seconds West, tangent to the last described curve, 498.49 feet; thence North 72 degrees 59 minutes 12 seconds West, 760.82 feet; thence Northwesterly along a curve to the right, tangent to the last described course, having a radius of 1,193 feet and a central angle of 03 degrees 34 minutes 06 seconds, an arc length of 74.30 feet; thence South 80 degrees 10 minutes 53 seconds West, not tangent to the last described curve, a distance of 23.98 feet; thence North 72 degrees 59 minutes 31 seconds West, 56.66 feet; thence North 63 degrees 17 minutes 05 seconds West, 52.36 feet; thence Northwesterly along a curve to the right, tangent to the last described course, having a radius of 1,210 feet and a central angle of 15 degrees 59 minutes 11 seconds, an arc length of 337.61 feet; thence North 42 degrees 42 minutes 06 seconds East, radial to the last described curve, a distance of 40.00 feet; thence Southeasterly along a curve to the left, having an initial tangent bearing of South 47 degrees 17 minutes 54 seconds East, a radius of 1,170 feet and a central angle of 15 degrees 59 minutes 11 seconds, an arc length of 326.45 feet; thence South 63 degrees 17 minutes 05 seconds East, tangent to the last described curve, a distance of 33.10 feet; thence South 80 degrees 39 minutes 26 seconds East, 72.03 feet; thence Southeasterly along a curve to the left, having an initial tangent bearing of South 68 degrees 21 minutes 08 seconds East, a radius of 1,153 feet and a central angle of 04 degrees 38 minutes 04 seconds, an arc length of 93.26 feet; thence South 72 degrees 59 minutes 12 seconds East, tangent to the last described curve, a distance of 760.79 feet; thence South 73 degrees 03 minutes 16 seconds East, 498.47 feet; thence Southeasterly along a curve to the right, tangent to the last described course, having a radius of 1,540 feet and a central angle of 11 degrees 12 minutes 20 seconds, an arc length of 301.18 feet; thence South 61 degrees 50 minutes 56 seconds East, tangent to the last described curve, a distance of 404.94 feet; thence South 62 degrees 05 minutes 38 seconds East, 328.73 feet; thence South 63 degrees 51 minutes 46 seconds East, 82.18 feet; thence Southeasterly, Easterly and Northeasterly along a curve to the left, tangent to the last described course, having a radius of 72 feet and a central angle of 98 degrees 35 minutes 34 seconds, an arc length of 123.90 feet; thence North 17 degrees 32 minutes 40 seconds East, tangent to the last described curve, a distance of 206.41 feet; thence North 19 degrees 17 minutes 49 seconds East, 109.98 feet; thence North 18 degrees 43 minutes 02 seconds East, 107.60 feet; thence North 18 degrees 48 minutes 44 seconds East, 326.91 feet; thence North 18 degrees 10 minutes 39 seconds East, 102.64 feet; thence North 17 degrees 40 minutes 47 seconds East, 119.26 feet; thence North 19 degrees 08 minutes 48 seconds East, 217.27 feet; thence North 18 degrees 42 minutes 19 seconds East, 208.59 feet; thence North 18 degrees 04 minutes 59 seconds East, 210.05 feet; thence North 18 degrees 45 minutes 35 seconds East, 216.92 feet; thence North 18 degrees 33 minutes 30 seconds East, 296.54 feet to the Point of Beginning. Containing an area of 211,211 square feet of 4.849 acres more or less.

TRACT 35 -- SOUTH CLARIFIER WATER STORAGE TANK COMMON

TRACT 36 -- SERVICE WATER STORAGE TANK COMMON

TRACT 38 -- WETLANDS AREA TRACT-1, Doc. #017522, Bk. 1091, Pg. 652

A tract of land in part of the Fractional Northwest Quarter of Section 32, Township 54 North, Range 36 West and in part of the Fractional Southwest Quarter of Section 29, Township 54 North, Range 36 West and in part of accreted lands, in Platte County, Missouri, described as follows: Commencing at the Northeast corner of Section 32, Township 54 North, Range 36 West; thence S00°28'04"W along the east line of said section 32 a distance of 452.16 feet; thence N89°31'56"W a distance of 3331.17 feet to the Point of Beginning; thence S74°02'42"W a distance of 495.30 feet; thence S63°08'29"W a distance of 1465.53 feet; thence N43°23'02"W a distance of 66.00 feet; thence N37°48'45"W a distance of 146.71 feet; thence N12°31'44"W a distance of 29,97 feet; thence N44°11'02"E a distance of 162.29 feet; thence N46°43'17"W a distance of 373.60 feet; thence N00°00'00"E a distance of 125.90 feet; thence N06°00'32"W a distance of 75.23 feet; thence N44°36'34"E a distance of 504.63 feet; thence N44°52'39"E a distance of 1758.86 feet; thence S49°59'37"E a distance of 119.44 feet; thence S41°25'25"E a distance of 307.13 feet; thence S28°16'19"E a distance of 261.49 feet; thence S16°09'52"E a distance of 278.06 feet; thence S07°41'46"E a distance of 144.51 feet; thence S00°22'28"E a distance of 296.10 feet; thence S03°33'05"W a distance of 330.57 feet to the Point of Beginning. Containing 61.02 acres more or less.

TRACT 53 -- ANHYDROUS AMMONIA STORAGE

TRACT 54 -- NEW WAREHOUSE

TRACT 55 -- CONVEYOR SYSTEM

A tract of land being a portion of the Southeast Quarter of Fractional Section 8, Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

degrees 25 minutes 07 seconds East, 3.47 feet; thence South 23 degrees 46 minutes 22 seconds West, 0.36 feet; thence South 59 degrees 02 minutes 09 seconds East, 4.66 feet; thence South 31 degrees 00 minutes 19 seconds West, 14.90 feet; thence South 38 degrees 29 minutes 05 seconds West, 63.64 feet; thence South 30 degrees 38 minutes 07 seconds West, 43.51 feet; thence South 57 degrees 16 minutes 17 seconds East, 9.24 feet; thence South 31 degrees 04 minutes 49 seconds West, 32.80 feet; thence South 34 degrees 22 minutes 10 seconds West, 104.68 feet; thence South 29 degrees 55 minutes 32 seconds West, 3.29 feet; thence South 29 degrees 32 minutes 00 seconds West, 85.97 feet; thence South 30 degrees 55 minutes 55 seconds West, 3.26 feet; South 32 degrees 50 minutes 03 seconds West, 116.54 feet; thence South 30 degrees 16 minutes 27 seconds West, 3.46 feet; thence South 30 degrees 54 minutes 00 seconds West, 19.03 feet; thence South 21 degrees 26 minutes 16 seconds West, 109.76 feet; thence South 30 degrees 31 minutes 56 seconds West, 1.81 feet; thence South 41 degrees 04 seconds 43 seconds West, 119.36 feet; thence South 30 degrees 27 minutes 57 seconds West, 1.19 feet; thence South 22 degrees 35 minutes 26 seconds West, 177.13 feet; thence South 31 degrees 08 minutes 48 seconds West, 1.47 feet; thence South 40 degrees 34 minutes 45 seconds West, 72.98 feet; thence South 30 degrees 42 minutes 41 seconds West, 1.59 feet; thence South 30 degrees 51 minutes 53 seconds West, 38.33 feet; thence South 31 degrees 29 minutes 38 seconds West, 1.58 feet; thence South 18 degrees 03 minutes 02 seconds West, 98.56 feet; thence South 31 degrees 24 minutes 24 seconds West, 4.25 feet; thence South 49 degrees 46 minutes 52 seconds West, 49.32 feet; thence North 45 degrees 00 minutes 13 seconds West, 62.73 feet; thence North 39 degrees 22 minutes 28 seconds East, 31.91 feet; thence North 31 degrees 04 minutes 36 seconds East, 3.96 feet; thence North 34 degrees 55 minutes 02 seconds East, 96.36 feet; thence North 30 degrees 56 minutes 43 seconds East, 1.63 feet; thence North 30 degrees 52 minutes 50 seconds East, 38.33 feet; thence North 30 degrees 37 minutes 16 seconds East, 1.75 feet; thence North 41 degrees 14 minutes 06 seconds East, 73.13 feet; thence North 31 degrees 28 minutes 56 seconds East, 1.18 feet; thence North 22 degrees 35 minutes 04 seconds East, 177.14 feet; thence North 30 degrees 50 minutes 09 seconds East, 1.49 feet; thence North 43 degrees 02 minutes 14 seconds East, 120.16 feet; thence North 30 degrees 51 minutes 54 seconds East, 1.57 feet; thence North 29 degrees 16 minutes 40 seconds East, 108.30 feet; thence North 31 degrees 10 minutes 24 seconds East, 1.70 feet; thence North 31 degrees 14 minutes 21 seconds East, 17.40 feet; thence North 29 degrees 38 minutes 17 second East, 3.49 feet; thence North 28 degrees 45 minutes 05 seconds East, 83.94 feet; thence North 29 degrees 33 minutes 46 seconds East, 32.52 feet; thence North 29 degrees 34 minutes 25 seconds East, 3.30 feet; thence North 32 degrees 10 minutes 11 seconds East, 86.08 feet; thence North 31 degrees 07 minutes 22 seconds East, 3.18 feet; thence North 27 degrees 25 minutes 45 seconds East, 104.69 feet; thence North 30 degrees 47 minutes 47 seconds East, 61.11 feet; thence North 56 degrees 30 minutes 49 seconds West, 3.89 feet; thence North 30 degrees 55 minutes 22 seconds East, 15.47 feet; thence North 36 degrees 02 minutes 36 seconds East, 63.01 feet; thence North 30 degrees 45 minutes 31 seconds East, 13.41 feet; thence South 59 degrees 12 minutes 11 seconds East, 8.13 feet; thence North 30 degrees 53 minutes 19 seconds East, 40.32 feet; thence North 58 degrees 14 minutes 53 seconds West, 6.76 feet; thence North 30 degrees 57 minutes 52 seconds East, 14.95 feet; thence South 60 degrees 54 minutes 07 seconds East, 0.95 feet; thence North 31 degrees 11 minutes 50 seconds East, 7.72 feet; thence South 59 degrees 00 minutes 07 seconds East, 2.20 feet; thence North 30 degrees 57 minutes 41 seconds East, 20.51 feet; thence North 28 degrees 00 minutes 51 seconds East, 125.32 feet; thence North 59 degrees 09 minutes 08 seconds West, 31.47 feet; thence North 30 degrees 53 minutes 08 seconds East, 31.39 feet; thence North 30 degrees 47 minutes 37 seconds East, 37.64 feet; thence North 59 degrees 12 minutes 23 seconds West, 2.94 feet; thence North 30 degrees 47 minutes 37 seconds East, 12.70 feet; thence North 10 degrees 02 minutes 36 seconds West, 81.32 feet; thence North 78 degrees 08 minutes 31 seconds East, 3.61 feet; thence North 10 degrees 29 minutes 47 seconds West, 4.49 feet; thence North 09 degrees 28 minutes 17 seconds West, 27.43 feet; thence North 10 degrees 48 minutes 20 seconds West, 4.51 feet; thence North 79 degrees 43 minutes 33 seconds East, 4.53 feet; North 10 degrees 32 minutes 36 second West, 112.71 feet; thence North 09 degrees 31 minutes 19 seconds West, 33.84 feet; thence North 44 degrees 53 minutes 55 seconds West, 1.72 feet; thence North 45 degrees 06 minutes 05 seconds East, perpendicular to the last described course, a distance of 42.22 feet, to the Point of Beginning. Containing 72,214 square feet of 1.658 acres more or less.

TRACT 56 -- FABRICATION SHOP

Commencing at the Northeast corner of said Section 32; thence South 00 degrees 16 minutes 52 seconds West along the East line of the Northeast Quarter of said Section 32, a distance of 2,673.58 feet, to the Southeast corner of the Northeast Quarter of said Section 32; thence South 00 degrees 39 minutes 17 seconds West along the East line of the Southeast Quarter of said Section 32, a distance of 493.22 feet; thence North 89 degrees 20 minutes 43 seconds West, perpendicular to the last described course, a distance of 477.67 feet to the Point of Beginning of the tract of land to be herein described; thence South 02 degrees 08 minutes 50 seconds West, 230.48 feet; thence South 02 degrees 54 minutes 52 seconds West, 413.65 feet; thence South 01 degree 49 minutes 34 seconds West, 109.77 feet; thence South 19 degrees 27 minutes 02 seconds West, 28.44 feet; thence Southwesterly, Westerly and Northwesterly along a curve to the right, tangent to the last described course, having a radius of 18 feet and a central angle of 101 degrees 06 minutes 04 seconds, an arc length of 31.76 feet; thence North 59 degrees 26 minutes 54 seconds West, tangent to the last described curve, a distance of 27.09 feet; thence North 48 degrees 29 minutes 04 seconds West, 32.87 feet; thence North 42 degrees 57 minutes 16 seconds West, 76.81 feet; thence North 45 degrees 59 minutes 23 seconds West, 54.44 feet; thence North 44 degrees 26 minutes 59 seconds West, 54.91 feet; thence North 45 degrees 03 minutes 21 seconds West, 26.08 feet; thence North 40 degrees 22 minutes 01 second West, 12.78 feet; thence North 26 degrees 34 minutes 00 seconds West, 17.40 feet; thence Northwesterly along a curve to the left, tangent to the last described course, having a radius of 75 feet and a central angle of 40 degrees 31 minutes 09 seconds, an arc length of 53.04 feet; thence North 67 degrees 05 minutes 09 seconds West, tangent to the last described curve, a distance of 5.77 feet; thence North 54 degrees 41 minutes 05 seconds West, 22.75 feet; thence North 43 degrees 50 minutes 03 seconds West, 47.65 feet; thence North 44 degrees 42 minutes 27 seconds West, 75.75 feet; thence Northwesterly, Northerly and Northeasterly along a curve to the right, tangent to the last described course, having a radius of 20 feet and a central angle of 82 degrees 26 minutes 33 seconds, an arc length of 28.78 feet; thence North 37 degrees 44 minutes 06 seconds East, tangent to the last described curve, a distance of 24.40 feet; thence North 44 degrees 40 minutes 27 seconds East, 231.43 feet; thence North 45 degrees 06 minutes 06 seconds East, 148.78 feet; thence North 45 degrees 38 minutes 58 seconds East, 178.86 feet; thence North 57 degrees 22 minutes 13 seconds East, 14.31 feet; thence Southeasterly and Southerly along a curve to the right, having an initial tangent bearing of South 77 degrees 29 minutes 46 seconds East, a radius of 10 feet and a central angle of 79 degrees 38 minutes 36 seconds, an arc length of 13.90 feet to the Point of Beginning. Containing 181,234 square feet or 4.161 acres, more or less.

TRACT 57 -- FABRICATION SHOP PARKING LOT

course, a distance of 120.80 feet; thence North 45 degrees 00 minutes 13 seconds West, perpendicular to the last described course, a distance of 42.30 feet; thence North 44 degrees 41 minutes 01 second East, 52.89 feet; thence South 69 degrees 25 minutes 00 seconds East, 9.33 feet; thence South 50 degrees 51 minutes 45 seconds East, 6.11 feet; thence South 44 degrees 42 minutes 36 seconds East, 98.52 feet; thence South 45 degrees 00 minutes 25 seconds West, 117.26 feet; thence South 44 degrees 59 minutes 35 seconds East, perpendicular to the last described course, a distance of 128.06 feet, to the Point of Beginning, Containing an area of 45,904 square feet or 1.054 acres, more or less.

TRACT 58 -- FLY ASH PIPE RACK

Commencing at the Southeast corner of the Northeast Quarter of Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri; thence North 00 degrees 16 minutes 52 seconds East along the East line of the Northeast Quarter of said Section 32, a distance of 298.63 feet; thence North 89 degrees 43 minutes 08 seconds West, perpendicular to the last described course, a distance of 6,542.24 feet to the Point of Beginning of a tract to be herein described; thence South 45 degrees 09 minutes 51 seconds West, 11.78 feet; thence North 44 degrees 52 minutes 47 seconds West, 47.24 feet; thence South 44 degrees 52 minutes 44 seconds West, 4.72 feet; thence North 48 degrees 09 minutes 43 seconds West, 1.09 feet; thence North 89 degrees 36 minutes 55 seconds West, 69.02 feet; thence South 44 degrees 52 minutes 29 seconds West, 242.10 feet; thence North 89 degrees 49 minutes 53 seconds West, 63.57 feet; thence South 41 degrees 27 minutes 25 seconds West, 19.75 feet; thence Northerly and Northwesterly along a curve the left having a initial tangent bearing of North 37 degrees 48 minutes 21 seconds West, a radius of 25.84 feet and a central angle of 16 degrees 55 minutes 22 seconds, a arc length of 7.63 feet; thence North 45 degrees 25 minutes 30 seconds East, 14.49 feet; thence South 89 degrees 32 minutes 39 seconds West, 5.68 feet; thence North 03 degrees 12 minutes 55 seconds West, 0.82 feet; thence North 45 degrees 10 minutes 03 seconds West, 11.27 feet; thence North 45 degrees 47 minutes 42 seconds East, 11.17 feet; thence North 04 degrees 14 minutes 52 seconds East, 0.95 feet; thence South 89 degrees 48 minutes 48 seconds East, 11.08 feet; thence North 44 degrees 58 minutes 08 seconds West, 22.25 feet; thence South 84 degrees 18 minutes 35 seconds West, 2.81 feet; thence North 06 degrees 28 minutes 25 seconds West, 19.73 feet; thence South 43 degrees 27 minutes 46 seconds East, 49.10 feet; thence North 89 degrees 58 minutes 44 seconds East, 47.56 feet; thence North 44 degrees 59 minutes 17 seconds East, 247.07 feet; thence South 42 degrees 25 minutes 53 seconds East, 2.43 feet; thence South 42 degrees 00 minutes 36 seconds West. 1.07 feet; thence North 89 degrees 46 minutes 37 seconds East, 52.82 feet; thence North 44 degrees 52 minutes 39 seconds East, 14.47 feet; thence South 45 degrees 53 minutes 26 seconds East, 50.68 feet; thence South 44 degrees 59 minutes 59 seconds East, 23.27 feet to the Point of Beginning. Containing an area of 7,952 square feet more or less.

TRACT 59 -- GYPSUM STOCKOUT

40.45 feet; thence South 73 degrees 27 minutes 05 seconds West, 53.15 feet; thence North 15 degrees 13 minutes 36 seconds West, 75.24 feet; thence North 44 degrees 59 minutes 59 seconds West, 108.14 feet; thence North 45 degrees 00 minutes 01 second East, perpendicular to the last described course, a distance of 246.37 feet; thence South 45 degrees 16 minutes 17 seconds West, 276.35 feet to the Point of Beginning. Containing an area of 65,898 square feet or 1.513 acres more or less.

TRACT 61 -- LAY DOWN STORAGE

TRACT 62 -- LIMESTONE CONVEYOR-NORTH

43.45 feet; thence North 48 degrees 27 minutes 41 seconds West, 2.50 feet; thence North 50 degrees 23 minutes 36 seconds West, 73.52 feet; thence North 48 degrees 26 minutes 13 seconds West, 2.52 feet; thence North 50 degrees 21 minutes 22 seconds West, 72.82 feet; thence North 49 degrees 24 minutes 11 seconds West, 3.88 feet; thence North 51 degrees 24 minutes 50 seconds West, 115.28 feet; thence North 47 degrees 19 minutes 40 seconds West, 3.96 feet; thence North 49 degrees 17 minutes 50 seconds West, 129.37 feet; thence North 46 degrees 54 minutes 51 seconds West, 3.89 feet; thence North 48 degrees 31 minutes 22 seconds West, 95.70 feet; thence North 46 degrees 48 minutes 43 seconds West, 3.60 feet; thence North 41 degrees 47 minutes 43 seconds East, 34.41 feet; thence South 47 degrees 45 minutes 32 seconds East, 3.66 feet; thence South 48 degrees 10 minutes 19 seconds East, 95.57 feet; thence South 49 degrees 04 minutes 08 seconds East, 3.95 feet; thence South 55 degrees 54 minutes 41 seconds East, 130.30 feet; thence South 48 degrees 09 minutes 54 seconds East, 3.95 feet; thence South 46 degrees 23 minutes 59 seconds East, 115.58 feet; thence South 48 degrees 01 minute 34 seconds East, 3.96 feet; thence South 45 degrees 39 minutes 36 seconds East, 72.71 feet; thence South 48 degrees 19 minutes 36 seconds East, 2.55 feet; thence South 45 degrees 40 minutes 39 seconds East, 73.75 feet; thence South 48 degrees 05 minutes 20 seconds East, 2.60 feet; thence South 55 degrees 31 minutes 36 seconds East, 43.37 feet; thence South 48 degrees 10 minutes 38 seconds East, 6.64 feet; thence South 42 degrees 12 minutes 16 seconds West, 7.72 feet; thence South 47 degrees 47 minutes 44 seconds East, 26.12 feet; thence North 42 degrees 27 minutes 16 seconds East, 10.49 feet; thence South 47 degrees 36 minutes 21 seconds East, 22.41 feet; thence South 42 degrees 49 minutes 46 seconds West, 7.50 feet; thence South 47 degrees 10 minutes 14 seconds East, 10.97 feet; thence South 47 degrees 53 minutes 08 seconds East, 3.91 feet; thence South 47 degrees 16 minutes 18 seconds East, 12.23 feet; thence South 47 degrees 32 minutes 17 seconds East, 4.15 feet; thence North 38 degrees 07 minutes 57 seconds East, 2.11 feet; thence South 47 degrees 28 minutes 54 seconds East, 55.59 feet; thence North 45 degrees 06 minutes 42 seconds East, 0.51 feet; thence South 46 degrees 49 minutes 02 seconds East, 3.91 feet to the Point of Beginning. Containing an area of 24,841 square feet more or less.

TRACT 63 -- LIMESTONE CONVEYOR-SOUTH

degrees 07 minutes 18 seconds East, 2.67 feet; thence North 31 degrees 52 minutes 42 seconds East, 2.39 feet; thence South 58 degrees 03 minutes 27 seconds East, 53.85 feet to the Point of Beginning. Containing an area of 3,288 square feet more or less.

TRACT 64 -- LIMESTONE STORAGE

TRACT 65 -- LIMESTONE UNLOADING

TRACT 66 -- LUBE OIL/PAINT STORAGE

thence South 00 degrees 16 minutes 52 seconds West along the East line of the Northeast Quarter of said Section 32, a distance of 450.72 feet; thence North 89 degrees 43 minutes 08 seconds West, perpendicular to the last described course, a distance of 5,793.76 feet to the Point of Beginning of a tract of land to be herein described; thence South 45 degrees 00 minutes 25 seconds West, 80.69 feet; thence North 44 degrees 59 minutes 35 seconds West, perpendicular to the last described course, a distance of 30.82 feet; thence North 45 degrees 00 minutes 25 seconds East, perpendicular to the last described course, a distance of 80.69 feet; thence South 44 degrees 59 minutes 35 seconds East, perpendicular to the last described course, a distance of 30.82 feet, to the Point of Beginning, Containing an area of 2,487 square feet more or less.

TRACT 67 -- FUEL YARD NORTH-A

TRACT 68 -- PCM-1 BUILDING(Power Control Module)

State of Missouri; thence North 00 degrees 16 minutes 52 seconds East along the East line of the Northeast Quarter of said Section 32, a distance of 86.71 feet; thence North 89 degrees 43 minutes 08 seconds West, perpendicular to the last described course, a distance of 6,754.67 feet to the Point of Beginning of a tract to be herein described; thence South 45 degrees 02 minutes 09 seconds West, 101.40 feet; thence North 44 degrees 57 minutes 51 seconds West, perpendicular to the last described course, a distance of 26.90 feet; thence North 45 degrees 02 minutes 09 seconds East, perpendicular to the last described course, a distance of 101.40 feet; thence South 44 degrees 57 minutes 51 seconds East, perpendicular to the last described course, a distance of 26.90 feet to the Point of Beginning. Containing an area of 2,717 square feet more or less.

TRACT 70 -- ABSORBER BUILDING

TRACT 71 -- ABSORBER STORAGE TANK FARM

perpendicular to the last described course, a distance of 6,562.44 feet to the Point of Beginning of a tract to be herein described; thence South 44 degrees 55 minutes 50 seconds West, 11.49 feet; thence North 89 degrees 52 minutes 00 seconds West, 11.58 feet; thence North 44 degrees 54 minutes 35 seconds West, 11.46 feet; thence North 00 degrees 10 minutes 00 seconds East, 11.45 feet; thence North 45 degrees 18 minutes 05 seconds West, 3.61 feet; thence South 89 degrees 35 minutes 18 seconds West, 11.41 feet; thence North 44 degrees 49 minutes 50 seconds West, 11.51 feet; thence North 00 degrees 24 minutes 00 seconds East, 11.55 feet; thence North 48 degrees 38 minutes 14 seconds West, 23.23 feet; thence South 89 degrees 52 minutes 36 seconds West, 14.41 feet; thence North 45 degrees 01 minute 10 seconds West, 14.51 feet; thence North 00 degrees 05 minutes 04 seconds East, 14.42 feet; thence North 43 degrees 49 minutes 05 seconds West, 3.44 feet; thence North 89 degrees 43 minutes 35 seconds West, 14.52 feet; thence North 45 degrees 11 minutes 18 seconds West, 14.28 feet; thence North 00 degrees 07 minutes 24 seconds West, 14.42 feet; thence North 79 degrees 31 minutes 23 seconds West, 13.27 feet; thence North 89 degrees 59 minutes 03 seconds West, 10.42 feet; thence North 44 degrees 35 minutes 32 seconds West, 10.41 feet; thence North 00 degrees 00 minutes 27 seconds West, 10.35 feet; thence North 45 degrees 25 minutes 15 seconds, West, 2.59 feet; thence South 87 degrees 21 minutes 26 seconds West, 10.41 feet; thence North 45 degrees 36 minutes 44 seconds West, 10.38 feet; thence North 01 degree 04 minutes 58 seconds West, 10.48 feet; thence North 44 degrees 43 minutes 35 seconds East, 10.46 feet; thence North 87 degrees 26 minutes 40 seconds East, 10.64 feet; thence South 45 degrees 21 minutes 02 seconds East, 10.45 feet; thence South 00 degrees 02 minutes 35 seconds West, 10.41 feet; thence South 45 degrees 21 minutes 41 seconds East, 2.54 feet; thence South 89 degrees 51 minutes 59 seconds East, 10.34 feet; thence South 45 degrees 03 minutes 55 seconds East, 10.51 feet; thence South 00 degrees 05 minutes 10 seconds East, 10.32 feet; thence North 89 degrees 03 minutes 55 seconds East, 15.77 feet; thence South 89 degrees 42 minutes 07 seconds East, 14.40 feet; thence South 44 degrees 53 minutes 15 seconds East, 14.31 feet; thence South 00 degrees 26 minutes 46 seconds East, 14.43 feet; thence South 43 degrees 59 minutes 17 seconds East, 3.51 feet; thence North 89 degrees 54 minutes 18 seconds East, 14.47 feet; thence South 44 degrees 45 minutes 52 seconds East, 14.36 feet; thence South 00 degrees 13 minutes 49 seconds East, 14.41 feet; thence South 41 degrees 19 minutes 28 seconds East 23.23 feet; thence North 89 degrees 55 minutes 47 seconds. East, 11.50 feet; thence South 44 degrees 45 minutes 36 seconds East, 11.47 feet; thence South 00 degrees 34 minutes 41 seconds East, 11.63 feet; thence South 45 degrees 47 minutes 33 seconds East, 3.40 feet; thence North 89 degrees 50 minutes 30 seconds East, 11.49 feet; thence South 44 degrees 48 minutes 20 seconds East, 11.52 feet; thence South 00 degrees 01 minute 41 seconds East, 11.46 feet to the Point of Beginning. Containing an area of 4,880 square feet more or less.

TRACT 73 -- UNIT 1 & II LIMESTONE PREP & SLUDGE DEWATERING

feet; thence South 44 degrees 04 minutes 39 seconds West, 24.65 feet; thence North 43 degrees 39 minutes 37 seconds West, 10.05 feet; thence South 45 degrees 14 minutes 36 seconds West, 12.72 feet; thence North 44 degrees 22 minutes 09 seconds West, 27.98 feet; thence North 46 degrees 08 minutes 27 seconds East, 12.71 feet; thence North 44 degrees 45 minutes 51 seconds West, 44.52 feet; thence North 45 degrees 02 minutes 23 seconds East, 88.40 feet; thence South 44 degrees 48 minutes 27 seconds East, 149.13 feet to the Point of Beginning. Containing an area of 14,087 square feet more or less.

TRACT 75 -- 30 INCH INTAKE PIPE UNIT 1 AND UNIT 2

A Ten (10) feet wide strip of land being a portion of the Southeast Quarter of Fractional Section 8 and a portion of the Northeast Quarter of Fractional Section 17, all in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, the centerline of said 10 feet wide strip of land is more particularly described as follows:

TRACT 78 -- VACUUM PUMP-AIR COMPRESSOR BUILDING

degrees 15 minutes 43 seconds West, 59.88 feet; thence North 46 degrees 05 minutes 10 seconds East, 117.73 feet; thence South 46 degrees 50 minutes 52 seconds East, 57.06 feet to the Point of Beginning. Containing an area of 6,925 square feet more or less.

TRACT 79 -- ZLD BUILDING-CONVEYOR AND STORAGE TANK

A tract of land being a portion of the Southeast Quarter of Fractional Section 8, all in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

Commencing at the Southeast corner of the Northeast Quarter of Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri; thence North 00 degrees 16 minutes 52 seconds East along the East line of the Northeast Quarter of said Section 32, a distance of 788.53 feet; thence North 89 degrees 43 minutes 08 seconds West, perpendicular to the last described course, a distance of 6,814.59 feet to the Point of Beginning of a tract to be herein described; thence South 44 degrees 57 minutes 00 seconds West, 60.56 feet; thence North 44 degrees 12 minutes 59 seconds West, 112.43 feet; thence South 44 degrees 52 minutes 10 seconds West, 27.75 feet; thence North 44 degrees 12 minutes 51 seconds West, 53.32 feet; thence South 87 degrees 47 minutes 18 seconds West, 4.29 feet; thence North 45 degrees 08 minutes 50 seconds West, 10.11 feet; thence North 00 degrees 12 minutes 24 seconds East, 10.01 feet; thence North 45 degrees 00 minutes 07 seconds West, 1.87 feet; thence Southwesterly, Westerly, Northwesterly and Northerly along a curve to the left having an initial tangent bearing of South 57 degrees 27 minutes 53 seconds West, a radius of 23.00 feet and a central angle of 130 degrees 45 minutes 45 seconds, a arc length of 52.52 feet; thence North 82 degrees 04 minutes 30 seconds West, 2.34 feet; thence North 06 degrees 38 minutes 28 seconds East, 4.46 feet; thence South 80 degrees 29 minutes 51 seconds East, 2.91 feet; thence Northeasterly, Easterly, Southeasterly, Southerly and Southwesterly along a curve to the right having an initial tangent bearing of North 19 degrees 15 minutes 03 seconds East, a radius of 23.00 feet and a central angle of 192 degrees 39 minutes 49 seconds, a arc length of 77.34 feet; thence South 45 degrees 10 minutes 50 seconds East, 1.89 feet; thence North 89 degrees 24 minutes 39 seconds East, 10.01 feet; thence South 45 degrees 08 minutes 50 seconds East, 10.11 feet; thence South 00 degrees 15 minutes 51 seconds East, 7.01 feet; thence North 45 degrees 00 minutes 24 seconds East, 7.96 feet; thence South 44 degrees 12 minutes 51 seconds East, 26.93 feet; thence North 45 degrees 21 minutes 21 seconds East, 3.23 feet; thence North 44 degrees 38 minutes 26 seconds West, 34.90 feet; thence North 44 degrees 56 minutes 38 seconds East, 27.77 feet; thence North 44 degrees 00 minutes 52 seconds West, 4.85 feet; thence North 45 degrees 59 minutes 08 seconds East, perpendicular to the last described course, a distance of 2.75 feet; thence North 44 degrees 51 minutes 58 seconds West, 92.67 feet; thence North 44 degrees 58 minutes 50 seconds East, 5.84 feet; thence South 45 degrees 01 minutes 07 seconds East, 97.46 feet; thence North 44 degrees 56 minutes 38 seconds East, 21.83 feet; thence South 45 degrees 02 minutes 52 seconds East, 171.64 feet to the Point of Beginning. Containing an area of 14,273 square feet more or less.

TRACT 80 -- UNIT-I & UNIT-II SWITCHYARD

East, 625.80 feet; thence South 45 degrees 13 minutes 37 seconds East, 397.05 feet; thence South 45 degrees 22 minutes 30 seconds West, 55.33 feet; thence South 45 degrees 21 minutes 51 seconds East, 356.57 feet to the Point of Beginning. Containing an area of 453,191 square feet or 10.404 acres more or less.

TRACT 81 -- SMALL SWITCHYARD FENCED AREA NEW COMMON

TRACT 84 -- FUEL YARD NORTH ROAD

Commencing at the Northeast corner of Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri; thence; thence North 89 degrees 39 minutes 37 seconds West, 5,849.66 feet to the Point of Beginning of the tract of land to be herein described; thence North 44 degrees 59 minutes 59 seconds West, 693.17 feet; South 89 degrees 54 minutes 16 seconds West, 2,294.47 feet; thence North 04 degrees 23 minutes 26 seconds East, 30.09 feet; thence North 89 degrees 54 minutes 16 seconds East, 2,304.39 feet; thence South 44 degrees 59 minutes 59 seconds East, 705.72 feet; thence South 45 degrees 00 minutes 01 second West, perpendicular to the last described course, a distance of 30.00 feet to the Point of Beginning. Containing an area of 89,968 square feet of 2.065 acres more or less.

TRACT 85 -- CLARIFIER POND COMMON

Commencing at the Northeast corner of Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri; thence; thence North 89 degrees 39 minutes 37 seconds West, 5,849.66 feet; thence South 45 degrees 00 minutes 01 second West, 1,597.98 feet; thence Southwesterly along a curve to the left, tangent to the last described course, having a radius of 928.00 feet and a central angle of 13 degrees 53 minutes 42 seconds, an arc length of 225.05 feet to the Point of Beginning of the tract of land to be herein described; thence continuing Southwesterly along a curve to the left, tangent to the last described curve, having a radius of 928.00 feet and a central angle of 21 degrees 24 minutes 15 seconds, an arc length of 346.68 feet; thence South 09 degrees 42 minutes 04 seconds West, tangent to the last described curve, a distance of 42.64 feet;

thence Southwesterly, Southerly and Southeasterly along a curve to the left, tangent to the last described course, having a radius of 1,278.00 feet and a central angle of 26 degrees 27 minutes 19 seconds, an arc length of 590.10 feet; thence South 16 degrees 45 minutes 15 seconds East, tangent to the last described curve, a distance of 6.14 feet; thence Southeasterly along a curve to the left, tangent to the last described course, having a radius of 1,018.00 feet and a central angle of 11 degrees 10 minutes 04 seconds, an arc length of 198.43 feet; thence North 45 degrees 00 minutes 16 seconds West, 1,328.52 feet; thence Northwesterly along a curve to the left, tangent to the last described course, having a radius of 1,232.72 feet and a central angle of 05 degrees 48 minutes 52 seconds, an arc length of 125.10 feet; thence North 50 degrees 49 minutes 08 seconds West, tangent to the last described curve, a distance of 239.67 feet; thence Northwesterly and Northerly along a curve to the right, having a radius of 973.00 feet and a central angle of 55 degrees 13 minutes 47 seconds, an arc length of 937.91 feet; thence North 04 degrees 24 minutes 39 seconds East, tangent to the last described curve, a distance of 667.28 feet; thence South 45 degrees 06 minutes 08 seconds East, 2,168.99 feet to the Point of Beginning. Containing an area of 1,694,415 square feet of 38.898 acres more or less.

TRACT 86 -- MAINTENANCE ACCESS ROAD SOUTH

Commencing at the Southeast corner of said Section 32; thence South 89 degrees 48 minutes 36 seconds West along the South line of the Southeast Quarter of said Section 32, a distance of 1,913.08 feet to the Point of Beginning of the tract of land to be herein described; thence South 89 degrees 48 minutes 36 seconds West, along the South line of said Section 32, a distance of 105.87 feet; thence North 59 degrees 53 minutes 56 seconds West, departing from the South line of said Section 32, a distance of 371.16 feet; thence North 62 degrees 58 minutes 17 seconds West, 92.07 feet; thence North 61 degrees 52 minutes 50 seconds West, 214.80 feet; thence North 64 degrees 03 minutes 36 seconds West, 103.24 feet; thence Northwesterly along a curve to the left, tangent to the last described course, having a radius of 1,395 feet and a central angle of 04 degrees 39 minutes 33 seconds, an arc length of 113.44 feet; thence North 68 degrees 43 minutes 09 seconds West, tangent to the last described curve, a distance of 210.20 feet; thence North 65 degrees 32 minutes 32 seconds West, 20.93 feet; thence North 61 degrees 14 minutes 01 second West, 29.57 feet; thence North 30 degrees 57 minutes 47 seconds East, 41.57 feet; thence South 52 degrees 32 minutes 50 seconds East, 10.22 feet; thence South 61 degrees 14 minutes 01 second East, 16.37 feet; thence South 65 degrees 32 minutes 32 seconds East, 18.32 feet; thence South 68 degrees 43 minutes 09 seconds East, 209.09 feet; thence Southeasterly and Easterly along a curve to the right, tangent to the last described course, having a radius of 1,435 feet and a central angle of 04 degrees 39 minutes 33 seconds, an arc length of 116.69 feet; thence South 64 degrees 03 minutes 36 seconds East, tangent to the last described curve, a distance of 104.00 feet; thence South 61 degrees 52 minutes 50 seconds East, 215.18 feet; thence South 62 degrees 58 minutes 17 seconds East, 91.69 feet; thence South 61 degrees 14 minutes 20 seconds East, 221.61 feet; thence South 64 degrees 58 minutes 40 seconds East, 73.84 feet; thence Southeasterly and Easterly along a curve to the left, tangent to the last described course, having a radius of 475 feet and a central angle of 18 degrees 33 minutes 50 seconds, an arc length of 153.90 feet to a point 42.00 feet North of the South line of said Section 32 as measured perpendicular to the South line thereof; thence South 00 degrees 11 minutes 24 seconds East along a line perpendicular to the South line of said Section 32, not tangent to the last described curve, a distance of 42.00 feet to the Point of Beginning. Containing an area of 53,191 square feet or 1.221 acres, more or less.

TRACT 87 -- UNIT 1 & 2 CHIMNEY

ALSO, AN UNDIVIDED TENANT IN COMMON PERCENTAGE LEASEHOLD INTEREST IN THE TRACTS UPON WHICH CERTAIN IMPROVEMENTS THAT FORMERLY SERVED ONLY UNIT 1, BUT HAVE BEEN UPGRADED TO SERVE UNITS 1 & 2 AS COMMON ASSETS ARE LOCATED, AS FROM TIME TO TIME CONSTITUTED UNDER THE OPERATIVE JOINT FACILITY AGREEMENTS, CURRENTLY MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT 1 -- PARKING LOT

TRACT 12 -- ADMINISTRATION BUILDING

a distance of 69.46 feet; thence South 44 degrees 58 minutes 37 seconds East, perpendicular to the last described course, a distance of 34.70 feet; thence North 45 degrees 01 minutes 23 seconds East, perpendicular to the last described course, a distance of 18.05 feet; thence South 44 degrees 58 minutes 37 seconds East, perpendicular to the last described course, a distance of 76.76 feet to the Point of Beginning. Containing 9,128 square feet more or less.

TRACT 13 -- STORAGE FUEL YARD SOUTH-A

Commencing at the Southeast corner of Section 29, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri; thence North 00 degrees 50 minutes 07 seconds East along the East line of the Southeast Quarter of said Section 29, a distance of 241.81 feet; thence North 89 degrees 09 minutes 53 seconds West, perpendicular to the last described course, a distance of 6,267.01 feet to the Point of Beginning of the tract of land to be herein described; thence South 09 degrees 31 minutes 19 seconds East, 33.84 feet; thence South 10 degrees 32 minutes 36 seconds East, 112.71 feet; thence South 79 degrees 43 minutes 33 seconds West, 4.53 feet; thence South 10 degrees 48 minutes 20 seconds East, 4.51 feet; thence South 09 degrees 28 minutes 17 seconds East, 27.43 feet; thence South 10 degrees 29 minutes 47 seconds East, 4.49 feet; thence South 78 degrees 08 minutes 31 seconds West, 3.61 feet; thence South 10 degrees 02 minutes 36 seconds East, 81.32 feet; thence South 30 degrees 47 minutes 37 seconds West, 12.70 feet; thence South 59 degrees 12 minutes 23 seconds East, 2.94 feet; thence South 30 degrees 47 minutes 37 seconds West, 37.64 feet; thence South 30 degrees 53 minutes 08 seconds West, 31.39 feet; thence South 59 degrees 09 minutes 08 seconds East, 31.47 feet; thence South 28 degrees 00 minutes 51 seconds West, 125.32 feet; thence South 30 degrees 57 minutes 41 seconds West, 20.51 feet; thence North 59 degrees 00 minutes 07 seconds West, 2.20 feet; thence South 31 degrees 11 minutes 50 seconds West, 7.27 feet; thence North 60 degrees 54 minutes 07 seconds West, 0.95 feet; thence South 30 degrees 57 minutes 52 seconds West, 14.95 feet; thence South 58 degrees 14 minutes 53 seconds East, 6.76 feet; thence South 30 degrees 53 minutes 19 seconds West, 40.32 feet; thence North 59 degrees 12 minutes 11 seconds West, 8.13 feet; thence South 30 degrees 45 minutes 31 seconds West, 13.41 feet; thence South 36 degrees 02 minutes 36 seconds West, 63.01 feet; thence South 30 degrees 55 minutes 22 seconds West, 15.47 feet; thence South 56 degrees 30 minutes 49 seconds East, 3.89 feet; thence South 30 degrees 47 minutes 47 seconds West, 61.11 feet; thence South 27 degrees 25 minutes 45 seconds West, 104.69 feet; thence South 31 degrees 07 minutes 22 seconds West, 3.18 feet; thence South 32 degrees 10 minutes 11 seconds West, 86.08 feet; thence South 29 degrees 34 minutes 25 seconds West, 3.30 feet; thence South 29 degrees 33 minutes 46 seconds West, 32.52 feet; thence North 70 degrees 09 minutes 53 seconds West, 10.10 feet; thence South 56 degrees 55 minutes 39 seconds West, 27.45 feet; thence South 84 degrees 14 minutes 15 seconds West, 10.37 feet; thence South 68 degrees 36 minutes 48 seconds West, 29.80 feet; thence South 51 degrees 48 minutes 16 seconds West, 19.63 feet; thence South 35 degrees 52 minutes 29 seconds West, 17.83 feet; thence South 29 degrees 44 minutes 43 seconds West, 58.62 feet; thence South 44 degrees 59 minutes 54 seconds West, 162.43 feet; thence South 41 degrees 20 minutes 12 seconds West, 16.65 feet; thence South 30 degrees 55 minutes 43 seconds West, 14.90 feet; thence South 22 degrees 41 minutes 02 seconds West, 8.02 feet; thence South 24 degrees 47 minutes 08 seconds West, 3.83 feet; thence South 32 degrees 26 minutes 32 seconds West, 7.36 feet; thence South 51 degrees 04 minutes 33 seconds West, 22.24 feet; thence South 09 degrees 51 minutes 07 seconds West, 9.84 feet; thence South 22 degrees 11 minutes 41 seconds East, 25.12 feet; thence South 09 degrees 44 minutes 23 seconds West, 8.27 feet; thence South 37 degrees 13 minutes 40 seconds West, 11.10 feet; thence South 44 degrees 54 minutes 00 seconds West, 167.96 feet; thence North 45 degrees 46 minutes 53 seconds West, 185.80 feet; thence North 45 degrees 45 minutes 12 seconds West, 137.72 feet; thence North 80 degrees 07 minutes 32 seconds West, 29.28 feet; thence South 62 degrees 48 minutes 20 seconds West, 39.73 feet; thence South 64 degrees 05 minutes 35 seconds West, 19.93 feet; thence North 07 degrees 22 minutes 27 seconds East, 10.04 feet; thence North 11 degrees 42 minutes 51 seconds East, 123.15 feet; thence North 45 degrees 06 minutes 30 seconds East, 8.94 feet; thence North 44 degrees 23 minutes 09

seconds East, 136.29 feet; thence North 44 degrees 59 minutes 59 seconds East, 290.03 feet; thence North 44 degrees 58 minutes 54 seconds East, 519.11 feet; thence North 45 degrees 00 minutes 19 seconds East, 116.31 feet; thence North 45 degrees 00 minutes 13 seconds East, 126.17 feet; thence North 42 degrees 33 minutes 26 seconds East, 150.63 feet; thence South 47 degrees 21 minutes 11 seconds East, 4.92 feet; thence North 45 degrees 06 minutes 05 seconds East, 17.18 feet; thence South 44 degrees 53 minutes 55 seconds East, 1.72 feet to the Point of Beginning. Containing 476,963 square feet of 10.950 acres more or less.

TRACT 14 -- UNIT-1 MAKEUP WATER STORAGE TANK

TRACT 15 -- UNIT 1 CONDENSATE STORAGE TANK

TRACT 16 -- UNIT 1 SERVICE WATER STORAGE TANK

TRACT 18 -- UNIT 1 WAREHOUSE

TRACT 21 -- MAIN ENTRANCE ROAD

A tract of land being a portion of the Southwest Quarter of Fractional Section 29, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri and also being a portion of the East Half of Fractional Section 8, Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

TRACT 25 -- FUEL OIL STORAGE TANK

TRACT 28 -- UNIT 1 FUEL OIL UNLOADING

feet; thence North 89 degrees 43 minutes 08 seconds West, perpendicular to the last described course, a distance of 6,780.20 feet to the Point of Beginning of the tract of land to be herein described; thence South 44 degrees 35 minutes 44 seconds West, 27.94 feet; thence South 45 degrees 24 minutes 16 seconds East, perpendicular to the last described course, a distance of 36.40 feet; thence South 44 degrees 35 minutes 44 seconds West, perpendicular to the last described course, a distance of 12.41 feet; thence North 45 degrees 24 minutes 16 seconds West, perpendicular to the last described course, a distance of 36.40 feet; thence South 44 degrees 35 minutes 44 seconds West, perpendicular to the last described course, a distance of 19.68 feet; thence North 45 degrees 24 minutes 16 seconds West, perpendicular to the last described course, a distance of 13.60 feet; thence North 44 degrees 35 minutes 44 seconds East, perpendicular to the last described course, a distance of 60.03 feet; thence South 45 degrees 24 minutes 16 seconds East, perpendicular to the last described course, a distance of 13.60 feet to the Point of Beginning. Containing 1,268 square feet more or less.

TRACT 30 -- RAILROAD RIGHT OF WAY

A 100 feet wide strip of land being a portion of the South Half of Fractional Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri, together with a portion of the Northeast Quarter of Fractional Section 17, Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, the centerline of said 100 feet wide strip of land is more particularly described as follows:

Northwesterly along the centerline of said 100 feet wide strip of land, the following courses and distances; thence North 61 degrees 59 minutes 27 seconds West, 297.71 feet; thence North 62 degrees 04 minutes 02 seconds West, 770.61 feet; thence North 62 degrees 05 minutes 38 seconds West, 476.80 feet; thence North 61 degrees 50 minutes 56 seconds West, 366.38 feet; thence Northwesterly along a curve to the left, tangent to the last described course, having a radius of 1,098 feet and a central angle of 11 degrees 12 minutes 20 seconds, an arc length of 214.74 feet; thence North 73 degrees 03 minutes 16 seconds West, tangent to the last described curve, a distance of 602.46 feet; thence North 72 degrees 59 minutes 12 seconds West, 760.86 feet; thence Northwesterly along a curve to the right, tangent to the last described course, having a radius of 1,270 feet and a central angle of 27 degrees 58 minutes 56 seconds, an arc length of 620.25 feet; thence North 45 degrees 00 minutes 16 seconds West, tangent to the last described curve, a distance of 1,392.40 feet to a point hereby designated as "Point A" and the Point of Termination of said 100 feet wide strip of land.

ALSO the following described 60 feet wide strip of land:

A 60 feet wide strip of land being a portion of the West Half of Fractional Section 29, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri, together with a portion of Fractional Section 8 and a portion of the North Half of Fractional Section 17, each of said Sections 8 and 17 being in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, the centerline of said 60 feet wide strip of land is more particularly described as follows:

Beginning at the aforesaid "Point A" thence North 45 degrees 00 minutes 16 seconds West, 1,627.55 feet; thence Northwesterly along a curve to the left, tangent to the last described course, having a radius of 1,202.72 feet and a central angle of 05 degrees 48 minutes 52 seconds, an arc length of 122.05 feet; thence North 50 degrees 49 minutes 08 seconds West, tangent to the last described curve, a distance of 239.67 feet; thence Northwesterly, Northerly and Northeasterly along a curve to the right, tangent to the last described course, having a radius of 1,003 feet and a central angle of 55 degrees 13 minutes 47 seconds, an arc length of 966.83 feet; thence North 04 degrees 24 minutes 39 seconds East, tangent to the last described curve, a distance of 761.30 feet; thence North 04 degrees 23 minutes 26 seconds East, 2,371.05 feet; thence Northeasterly, Easterly and Southeasterly along a curve to the right, tangent to the last described course, having a radius of 1,500 feet and a central angle of 137 degrees 39 minutes 38 seconds, an arc length of 3,603.95 feet; thence South 37 degrees 56 minutes 56 seconds East, tangent to the last described curve, a distance of 728.13 feet; thence Southeasterly, Southerly and Southwesterly along a curve to the right, tangent to the last described course, having a radius of 1,999 feet and a central angle of 82 degrees 56 minutes 57 seconds, an arc length of 2,894.03 feet; thence South 45 degrees 00 minutes 01 second West, tangent to the last described curve, a distance of 2,016.91 feet; thence Southwesterly along a curve to the left, tangent to the last described course, having a radius of 898 feet and a central angle of 35 degrees 17 minutes 57 seconds, an arc length of 553.25 feet; thence South 09 degrees 42 minutes 04 seconds West, tangent to the last described curve, a distance of 42.64 feet; thence Southwesterly, Southerly and Southeasterly along a curve to the left, tangent to the last described course, having a radius of 1,248 feet and a central angle of 26 degrees 27 minutes 19 seconds, an arc length of 576.24 feet; thence South 16 degrees 45 minutes 15 seconds East, tangent to the last described curve, a distance of 6.14 feet; thence Southeasterly along a curve to the left, tangent to the last described course, having a radius of 988 feet and a central angle of 28 degrees 15 minutes 01 second, an arc length of 487.14 feet to a point that is 15.09 feet Northeasterly of the aforesaid “Point A”, as measured radial from the last described curve and the Point of Termination of said 60 feet wide strip of land.

Containing in all 1,561,039 square feet or 35.837 acres, more or less.

TRACT 37 -- UNIT 1 CONVEYOR

Commencing at the Northeast corner of Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri; thence South 00 degrees 16 minutes 52 seconds West along the East line of the Northeast Quarter of said Section 32, a distance of 1,835.38 feet; thence North 89 degrees 43 minutes 08 seconds West, perpendicular to the last described course, a distance of 6,325.00 feet to the Point of Beginning of the tract of land to be herein described; thence South 45 degrees 00 minutes 01 second West, 34.51 feet; thence North 45 degrees 52 minutes 54 seconds West, 214.10 feet; thence North 44 degrees 57 minutes 30 seconds West, 3.98 feet; thence North 44 degrees 14 minutes 31 seconds West, 147.48 feet; thence North 44 degrees 39 minutes 29 seconds West, 3.99 feet; thence North 44 degrees 13 minutes 09 seconds West, 147.60 feet; thence North 44 degrees 39 minutes 37 seconds West, 3.97 feet; thence North 43 degrees 49 minutes 26 seconds West, 147.50 feet; thence North 46 degrees 21 minutes 51 seconds West, 3.91 feet; thence North 45 degrees 26 minutes 36 seconds West, 145.12 feet; thence South 45 degrees 03 minutes 56 seconds West, 14.26 feet; thence North 45 degrees 02 minutes 18 seconds West, 60.95 feet; thence North 44 degrees 59 minutes 21 seconds East, 13.83 feet; thence North 45 degrees 26 minutes 36 seconds West, 138. 34 feet; thence North 47 degrees 36 minutes 42 seconds West; 4.00 feet; thence North 44 degrees 35 seconds 24 seconds West, 140.63 feet; thence North 44 degrees 14 minutes 02 seconds West, 4.00 feet; thence North 43 degrees 59 minutes 20 seconds West, 140.87 feet; thence North 44 degrees 41 minutes 49 seconds West, 3.96 feet; thence North 43 degrees 08 minutes 50 seconds West, 141.03 feet; thence South 44 degrees 58 minutes 05 seconds West, 9.82 feet; thence North 44 degrees 54 minutes 56 seconds West, 45.03 feet; thence North 45 degrees 36 minutes 11 seconds East; 11.21 feet; thence North 45 degrees 00 minutes 33 seconds West, 140.33 feet; thence South 44 degrees 57 minutes 46 seconds West, 4.92 feet; thence North 45 degrees 06 minutes 25 seconds West, 46.33 feet; thence North 44 degrees 56 minutes 34 seconds East, 18.77 feet; thence South 45 degrees 10 minutes 26 seconds East, 45.87 feet; thence South 45 degrees 04 minutes 37 seconds East, 140. 48 feet; thence North 46 degrees 44 minutes 30 seconds East, 8.16 feet; thence South 45 degrees 00 minutes 55 seconds East, 11.22 feet; thence North 44 degrees 43 minutes 33 seconds East, 29.78 feet; thence North 57 degrees 54 minutes 03 seconds East, 27.13 feet; thence North 44 degrees 40 minutes 42 seconds East, 4.05 feet; thence North 45 degrees 02 minutes 31 seconds East, 138.62 feet; thence North 40 degrees 06 minutes 20 seconds West, 1.26 feet; thence North 45 degrees 11 minutes 45 seconds East, 8. 90 feet; thence North 44 degrees 26 minutes 11 seconds East, 136.36 feet; thence North 44 degrees 58 minutes 59 seconds East, 289.90 feet; thence North 44 degrees 59 minutes 11 seconds East, 519.13 feet; thence North 44 degrees 59 minutes 50 seconds East, 116.00 feet; North 44 degrees 56 minutes 22 seconds East, 125.73 feet; thence North 47 degrees 26 minutes 33 seconds East, 151.55 feet; thence North 44 degrees 40 minutes 09 seconds West, 26.95 feet; thence North 45 degrees 16 minutes 50 seconds East, 59.26 feet; thence South 44 degrees 57 minutes 24 seconds East, 39.36 feet; thence South 45 degrees 06 minutes 05 seconds West, 59.40 feet; thence North 47 degrees 21 minutes 11 seconds West, 4.92 feet; thence South 42 degrees 33 minutes 26 seconds West, 150.63 feet; thence South 45 degrees 00 minutes 13 seconds West, 126.17 feet; thence South 45 degrees 00 minutes 19 seconds West, 116.31 feet; thence South 44 degrees 58 minutes 54 seconds West, 519.11 feet; thence South 44 degrees 59 minutes 59 seconds West, 290.03 feet; thence South 44 degrees 23 minutes 09 seconds West, 136.29 feet; thence South 45 degrees 06 minutes 30 seconds West, 8.94 feet; thence North 46 degrees 24 minutes 26 seconds West, 1.28 feet; thence South 44 degrees 58 minutes 27 seconds West, 138.65 feet; thence South 45 degrees 15 minutes 38 seconds West, 3.91 feet; thence South 32 degrees 07 minutes 51 seconds West, 26.76 feet; thence South 45 degrees 07 minutes 57 seconds West, 30.22 feet; thence South 45 degrees 00 minutes 55 seconds West, 3.88 feet; thence South 44 degrees 58 minutes 05 seconds West, 6.03 feet; thence South 47 degrees 42 minutes 55 seconds East, 141.08 feet; thence South 44 degrees 56 minutes 51 seconds East 3.98 feet; thence South 46 degrees 02 minutes 02 seconds East, 140.91 feet; thence South 44 degrees 35 minutes 14 seconds East, 3.98 feet; thence South 45 degrees 26 minutes 52

seconds East, 140.74 feet; thence South 44 degrees 58 minutes 51 seconds East, 3.87 feet; thence south 44 degrees 27 minutes 43 seconds East, 138.42 feet; thence North 44 degrees 59 minutes 21 seconds East, 21.72 feet; thence South 45 degrees 00 minutes 13 seconds East, 61.04 feet; thence South 45 degrees 03 minutes 56 seconds West, 22.30 feet; thence South 44 degrees 27 minutes 43 seconds East, 144.94 feet; thence South 45 degrees 18 minutes 59 seconds East, 4.06 feet; thence South 46 degrees 11 minutes 20 seconds East, 147.58 feet thence South 45 degrees 08 minutes 07 seconds East, 4.05 feet; thence South 45 degrees 44 minutes 49 seconds East, 147.43 feet; thence South 44 degrees 54 minutes 03 seconds East, 3.97 feet; thence South 45 degrees 47 minutes 02 seconds East, 147.54 feet; thence South 44 degrees 38 minutes 33 seconds East, 3.98 feet; thence South 43 degrees 21 minutes 30 seconds East, 214.13 feet to the Point of Beginning. Containing 89,568 square feet or 2.056 acres more or less.

TRACT 39 -- PARKING LOT

TRACT 43 -- STORAGE FUEL YARD SOUTH-B

East, 32.80 feet; thence North 57 degrees 16 minutes 17 seconds West, 9.24 feet; thence North 30 degrees 38 minutes 07 seconds East, 43.51 feet; thence North 38 degrees 29 minutes 05 seconds East, 63.64 feet; thence North 31 degrees 00 minutes 19 seconds East, 14.90 feet; thence North 59 degrees 02 minutes 09 seconds West, 4.66 feet; thence North 23 degrees 46 minutes 22 seconds East, 0.36 feet; thence North 58 degrees 25 minutes 07 seconds West, 3.47 feet; thence North 31 degrees 13 minutes 47 seconds East, 38.25 feet; thence South 59 degrees 38 minutes 45 seconds East, 6.41 feet; thence North 30 degrees 42 minutes 39 seconds East, 14.96 feet; thence North 55 degrees 29 minutes 53 seconds West, 0.96 feet; thence North 30 degrees 55 minutes 48 seconds East, 7.30 feet; thence North 49 degrees 21 minutes 15 seconds West, 2.07 feet; thence North 30 degrees 26 minutes 35 seconds East, 20.14 feet; thence North 33 degrees 42 minutes 26 seconds East, 125.37 feet; thence South 59 degrees 05 minutes 17 seconds East, 31.62 feet; thence North 30 degrees 28 minutes 33 seconds East, 31.43 feet; thence North 30 degrees 50 minutes 20 seconds East, 37.65 feet; thence South 59 degrees 11 minutes 09 seconds East, 3.02 feet; thence North 30 degrees 48 minutes 51 seconds East, 37.30 feet; thence North 59 degrees 16 minutes 11 seconds West, 37.28 feet; thence North 58 degrees 55 minutes 11 seconds West 34.70 feet; thence North 59 degrees 09 minutes 18 seconds West, 2.47 feet; thence North 09 degrees 07 minutes 10 seconds West, 85.28 feet; thence South 82 degrees 03 minutes 43 seconds West, 3.85 feet; thence North 09 degrees 17 minutes 20 seconds West, 4.42 feet; thence North 09 degrees 48 minutes 52 seconds West, 27.53 feet; thence North 09 degrees 52 minutes 56 seconds West, 4.49 feet; thence North 09 degrees 34 minutes 51 seconds West, 91.68 feet; thence South 46 degrees 11 minutes 04 seconds East, 223.99 feet; thence South 32 degrees 22 minutes 16 seconds East, 1.37 feet; thence South 45 degrees 02 minutes 34 seconds East, 40.08 feet; thence South 30 degrees 49 minutes 25 seconds East, 4.33 feet; thence South 46 degrees 02 minutes 30 seconds East, 97.66 feet to the Point of Beginning. Containing 90,340 square feet of 2.074 acres more or less.

TRACT 45 -- ROTARY DUMPER

TRACT 46 -- PARKING LOT

A tract of land being a portion of the Southeast Quarter of Fractional Section 8 in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government

surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

TRACT 47 -- PARKING LOT

TRACT 60 -- FUEL YARD NORTH-B

minutes 50 seconds West, 116.00 feet; thence South 44 degrees 59 minutes 11 seconds West, 519.13 feet; thence South 44 degrees 58 minutes 59 seconds West, 289.90 feet; thence South 44 degrees 26 minutes 11 seconds West, 136.36 feet; thence South 45 degrees 11 minutes 45 seconds West, 8.90 feet; thence South 40 degrees 06 minutes 20 seconds East, 1.26 feet; thence South 45 degrees 02 minutes 31 seconds West, 138.62 feet; thence South 44 degrees 40 minutes 42 seconds West, 4.05 feet; thence South 57 degrees 54 minutes 03 seconds West, 27.13 feet; thence South 44 degrees 43 minutes 33 seconds West, 29.78 feet; thence North 45 degrees 00 minutes 55 seconds West, 11.22 feet; thence South 46 degrees 44 minutes 30 seconds West, 8.16 feet; thence North 45 degrees 04 minutes 37 seconds West, 140.48 feet; thence North 45 degrees 10 minutes 26 seconds West, 45.87 feet; thence North 56 degrees 36 minutes 23 seconds West, 205.41 feet; thence North 04 degrees 31 minutes 44 seconds East, 131.19 feet; thence North 15 degrees 54 minutes 51 seconds East, 113.82 feet; thence North 39 degrees 14 minutes 45 seconds East, 89.60 feet; thence North 44 degrees 43 minutes 34 seconds East, 386.18 feet; thence North 48 degrees 18 minutes 17 seconds East, 338.24 feet; thence North 56 degrees 19 minutes 26 seconds East, 361.99 feet; thence North 87 degrees 51 minutes 28 seconds East, 361.24 feet; thence South 78 degrees 03 minutes 59 seconds East, 29.41 feet; thence South 59 degrees 33 minutes 55 seconds East, 33.19 feet; thence South 64 degrees 59 minutes 31 seconds East, 8.60 feet; thence North 45 degrees 22 minutes 39 seconds East, 10.02 feet; thence South 45 degrees 08 minutes 28 seconds East, 19.84 feet; thence South 38 degrees 00 minutes 40 seconds East, 113.01 feet, to the Point of Beginning. Containing 801,286 square feet of 18.395 acres more or less.

D. IN ADDITION THERETO, AN UNDIVIDED TENANT IN COMMON PERCENTAGE EASEMENT INTEREST IN MULTIPLE TRACTS OF LAND UPON WHICH CERTAIN OF UNITS 1 AND UNIT 2 AND THE COMMON FACILITIES ARE CONSTRUCTED, AS FROM TIME TO TIME CONSTITUTED UNDER THE OPERATIVE JOINT FACILITY AGREEMENTS, CURRENTLY MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT 82 -- FUEL YARD NORTH-SOUTH & CLARIFIER POND INGRESS-EGRESS EASEMENT

Commencing at the Northeast corner of Section 32, Township 54 North, Range 36 West of the 5th Principal Meridian as described in the original United States Government surveys of the State of Missouri; thence; thence North 89 degrees 39 minutes 37 seconds West, 5,849.66 feet to the Point of Beginning of the tract of land to be herein described; thence South 45 degrees 00 minutes 01 second West, 1,597.98 feet; thence Southwesterly along a curve to the left, tangent to the last described course, having a radius of 928.00 feet and a central angle of 13 degrees 53 minutes 42 seconds, an arc length of 225.05 feet; thence North 45 degrees 06 minutes 08 seconds West, 1,639.66 feet; thence North 44 degrees 53 minutes 52 seconds East, perpendicular to the last described course, a distance of 899.74 feet; thence North 89 degrees 54 minutes 16 seconds East, 1,304.59 feet; thence South 44 degrees 59 minutes 59 seconds East, 603.17 feet to the Point of Beginning. Containing an area of 2,517,231 square feet of 57.788 acres more or less.

TRACT 83 -- FACILITIES INGRESS-EGRESS EASEMENT

A tract of land being a portion of the Northeast Quarter of Fractional Section 17, Southeast Quarter of Fractional Section 8, all in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

perpendicular to the last described course, a distance of 6,625.16 feet to the Point of Beginning of a tract to be herein described; thence South 44 degrees 37 minutes 00 seconds West, 8.83 feet; thence Northwesterly, Westerly and Southwesterly along a curve to the left, having an initial tangent bearing of North 45 degrees 23 minutes 00 seconds West, a radius of 40.00 feet and central angle of 89 degrees 25 minutes 37 seconds, an arc length of 62.43 feet; thence South 45 degrees 11 minutes 23 seconds West, tangent to the last described curve, a distance of 316.80 feet; thence Southwesterly along a curve to the left, tangent to the last described course, having a radius of 313.13 feet, and a central angle of 12 degrees 13 minutes 08 seconds, an arc length of 66.78 feet; thence continuing Southwesterly and Southerly along a compound curve to the left, tangent to the last described curve, having a radius of 257.82 feet and a central angle 23 degrees 59 minutes 20 seconds, an arc length of 107.94 feet; thence South 08 degrees 58 minutes 55 seconds West, tangent to the last described curve, a distance of 80.90 feet; thence Southwesterly along a curve to the right, tangent to the last described course, having a radius of 595.74 feet, and a central angel of 09 degrees 32 minutes 21 seconds, an arc length of 99.18 feet; thence continuing Southwesterly along a compound curve to the right, tangent to the last described curve, having a radius of 187.20 feet and a central angle of 45 degrees 58 minutes 53 seconds, an arc length of 150.24 feet; thence South 64 degrees 30 minutes 08 seconds West, tangent to the last described curve, a distance 26.27 feet; thence Southwesterly along a curve to the right tangent to the last described course, having a radius of 125.00 feet and a central angle of 13 degrees 35 minutes 01 second, an arc length of 29.63 feet; thence South 78 degrees 05 minutes 10 seconds West, tangent to the last described curve, a distance of 50.27 feet; thence Westerly, Southwesterly and Southerly along a curve to the left, tangent to the last described course, having a radius of 25.00 feet and a central angle of 96 degrees 03 minutes 44 seconds, an arc length of 41.92 feet; thence South 42 degrees 45 minutes 24 seconds East, 41.60 feet; thence South 47 degrees 23 minutes 38 seconds West, 128.20 feet; thence North 41 degrees 39 minutes 18 seconds West, 118.39 feet; thence North 46 degrees 00 minutes 50 seconds East, 123.17 feet; thence South 57 degrees 27 minutes 47 seconds East, 20.56 feet; thence North 78 degrees 05 minutes 10 seconds East, 103.73 feet; thence Northeasterly along a curve to the left, tangent to the last described course, having a radius of 100.00 feet and a central angle of 13 degrees 35 minutes 01 second, an arc length of 23.71 feet; thence North 64 degrees 30 minutes 08 seconds East, tangent to the last described curve, a distance of 26.27 feet; thence Northeasterly and Northerly along a curve to the left, tangent to the last described course, having a radius of 162.20 feet and a central angle of 45 degrees 58 minutes 53 seconds, an a arc length of 130.17 feet; thence continuing Northerly along a compound curve to the left, tangent to the last described curve, having a radius of 570.74 feet and a central angle of 09 degrees 32 minutes 21 seconds, an arc length of 95.02 feet; thence North 08 degrees 58 minutes 55 seconds East, tangent to the last described curve, a distance of 80.90 feet; thence Northeasterly along a curve to the right, tangent to the last described course, having a radius of 282.82 feet and a central angle of 23 degrees 59 minutes 20 seconds, an arc length of 118.41 feet; thence continuing Northeasterly along a compound curve to the right, tangent to the last described curve, having a radius of 338.13 feet and a central angle of 12 degrees 13 minutes 08 seconds, an arc length of 72.10 feet; thence North 45 degrees 11 minutes 23 seconds East, tangent to the last described curve, a distance of 316.51 feet; thence Northeasterly, Northerly and Northwesterly along a curve to the left, tangent to the last described course, having a radius of 40.00 feet and a central angle of 88 degrees 43 minutes 20 seconds, an arc length of 61.94 feet; thence North 46 degrees 27 minutes 50 seconds East, 8.05 feet; thence North 44 degrees 59 minutes 44 seconds East, 11.60 feet; thence North 45 degrees 00 minutes 16 seconds West, perpendicular to the last described course, a distance of 380.47 feet; thence North 44 degrees 59 minutes 44 seconds East, perpendicular to the last described course, a distance of 95.09 feet; thence Northwesterly and Northerly along a curve to the right having a initial tangent bearing of North 45 degrees 00 minutes 16 seconds West, a radius of 958.00 feet and a central angle of 28 degrees 15 minutes 01 second, an arc length of 472.35 feet; thence North 16 degrees 45 minutes 15 seconds West, tangent to the last described curve, a distance of 6.14 feet; thence Northwesterly, Northerly and Northeasterly along a curve to the right tangent to the last describer course, having a radius of 1,218.00 feet and a central angle of 26 degrees 27 minutes 19 seconds, an arc length of 562.39 feet; thence North 09 degrees 42 minutes 04 seconds East, tangent to the last described curve, a distance of 42.64 feet; thence Northeasterly along a curve to the right tangent to the last described course, having a radius of 868.00 feet and a central angle of 35 degrees 17 minutes 57 seconds, an arc length of 534.76 feet; thence North 45 degrees 00 minutes 01 second East, tangent to the last described curve, a distance of 1,658.90 feet; thence South 44 degrees 50 minutes 59 seconds East, 590.77 feet; thence South 44 degrees 52 minutes 22 seconds West, 102.15 feet; thence South 02 degrees 55 minutes 03 seconds East, 223.68 feet; thence South 49 degrees 01 minute 29 seconds East, 242.72 feet; thence South 34 degrees 00 minutes 02 seconds East, 73.32 feet; thence South 18 degrees 23 minutes 09 seconds East, 24.32 feet; thence South 24 degrees 06

minutes 14 seconds West, 19.18 feet; thence South 54 degrees 10 minutes 05 seconds West, 141.50 feet; thence South 45 degrees 07 minutes 01 second East, 739.39 feet; thence South 12 degrees 02 minutes 10 seconds East, 1,065.33 feet; thence South 72 degrees 30 minutes 55 seconds East, 26.12 feet; thence South 47 degrees 44 minutes 51 seconds East, 36.78 feet; thence South 36 degrees 21 minutes 49 seconds East, 248.61 feet; thence South 62 degrees 46 minutes 39 seconds West, 1,843. 71 feet; thence North 45 degrees 00 minutes 16 seconds West, 908.48 feet; thence South 44 degrees 59 minutes 44 seconds West, perpendicular to the last described course, a distance of 10.86 feet to the Point of Beginning. Containing an area of 6,216,435 square feet or 142.710 acres more or less.

LESS AND EXCEPT FROM THE ABOVE DESCRIBED EASEMENT TRACT 83, ALL THAT PART OF THE TRACTS MORE PARTICULARLY DESCRIBED AS FOLLOWS UNIQUE TO UNIT 1:

TRACT 17 -- UNIT 1 NEUTRALIZATION BASIN UNIT 1 ONLY

TRACT 19 -- UNIT 1 NEUTRALIZATION BASIN UNIT 1 ONLY

TRACT 40 -- POWER SUBSTATION (Snow Creek Sub)

of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, all now being in Platte County in the State of Missouri, being more particularly described as follows:

TRACT 44 -- UNIT 1 PAC SILO

TRACT 50 -- UNIT-1 ONLY, PRECIPITATOR

TRACT 72 -- UNIT 1 CHIMNEY LINER

A circular tract of land being a portion of the Northeast Quarter of Fractional Section 17, all in Township 7 South, Range 22 East of the 6th Principal Meridian as described in the original United States Government surveys of the Territory of Kansas and certain accreted and relicted lands of the former bed of the Missouri River, lying above a horizontal plane, passing through an elevation of 909.76 feet above the NGVD-29, Directrix and below a horizontal plane, passing through as elevation of 1,404.00 feet above the NGVE-29, Directrix, all now being in Platte County in the State of Missouri, being more particularly described as follows:

TRACT 88 -- UNIT-I ONLY, IATAN GENERATING STATION

Portions of this Unit 1 Description are based on as built anchor bolt locations and engineering plans. The actual footprint of the structure may vary from the line work and description herewith provided. A ground survey will be required to provide the information necessary to prepare an accurate description of the Unit 1 footprint.

10.54 feet; thence South 45 degrees 00 minutes 00 seconds West, perpendicular to the last described course, a distance of 88.18 feet; thence North 45 degrees 00 minutes 00 seconds West, perpendicular to the last described course, a distance of 28.17 feet; thence South 45 degrees 00 minutes 00 seconds West, perpendicular to the last described course, a distance of 15.79 feet; thence Southerly along a curve to the right, not tangent to the last described course, having an initial tangent bearing of South 05 degrees 09 minutes 29 seconds East, a radius of 34.08 feet and a central angle of 10 degrees 56 minutes 33 seconds, an arc length of 6.51 feet; thence South 43 degrees 02 minutes 11 seconds East, 10.21 feet; thence South 60 degrees 01 minute 16 seconds East, 12.81 feet; thence Southwesterly along a curve to the left, not tangent to the last described course, having an initial tangent bearing of South 52 degrees 15 minutes 57 seconds West, a radius of 39.00 feet and a central angle of 32 degrees 56 minutes 25 seconds, an arc length of 22.42 feet; thence North 60 degrees 01 minute 16 seconds West, 10.58 feet; thence North 76 degrees 57 minutes 49 seconds West, 10.20 feet; thence Southwesterly, Westerly, Northwesterly, Northerly, Northeasterly and Easterly along a curve to the right, not tangent to the last described course, having an initial tangent bearing of South 54 degrees 12 minutes 58 seconds West, a radius of 34.08 feet and a central angle of 216 degrees 24 minutes 31 seconds, an arc length of 128.72 feet; thence North 45 degrees 00 minutes 00 seconds East, 17.60 feet; thence North 45 degrees 00 minutes 00 seconds West, perpendicular to the last described course, a distance of 27.17 feet; thence North 45 degrees 00 minutes 00 seconds East, perpendicular to the last described course, a distance of 88.18 feet; thence North 45 degrees 00 minutes 00 seconds West, perpendicular to the last described course, a distance of 9.43 feet; thence North 44 degrees 29 minutes 10 seconds East, 56.64 feet; thence North 45 degrees 00 minutes 00 seconds West, 8.94 feet; thence North 45 degrees 00 minutes 00 seconds East, perpendicular to the last described course, a distance of 156.27 feet; thence North 45 degrees 00 minutes 00 seconds West, perpendicular to the last described course, a distance of 70.65 feet; thence South 45 degrees 00 minutes 34 seconds West, 118.14 feet; thence North 44 degrees 59 minutes 26 seconds West, perpendicular to the last described course, a distance of 38.70 feet; thence South 45 degrees 00 minutes 34 seconds West, perpendicular to the last described course, a distance of 74.98 feet; thence North 44 degrees 59 minutes 26 seconds West, perpendicular to the last described course, a distance of 49.76 feet; thence South 45 degrees 00 minutes 34 seconds West, perpendicular to the last described course, a distance of 29.49 feet; thence North 44 degrees 59 minutes 26 seconds West, perpendicular to the last described course, a distance of 34.49 feet; thence North 45 degrees 00 minutes 34 seconds East, perpendicular to the last described course, a distance of 29.45 feet; thence North 44 degrees 59 minutes 26 seconds West, perpendicular to the last described course, a distance of 49.77 feet; thence North 45 degrees 00 minutes 34 seconds East, perpendicular to the last described course, a distance of 75.26 feet; thence North 44 degrees 59 minutes 26 seconds West, perpendicular to the last described course, a distance of 38.82 feet; thence North 45 degrees 01 minutes 38 seconds East, 212.18 feet; thence North 44 degrees 58 minutes 22 seconds West, perpendicular to the last described course, a distance of 11.68 feet; thence North 45 degrees 01 minute 38 seconds East, perpendicular to the last described course, a distance of 28.97 feet; thence South 44 degrees 58 minutes 22 seconds East, perpendicular to the last described course, a distance of 11.67 feet; thence North 45 degrees 01 minute 38 seconds East, perpendicular to the last described course, a distance of 86.85 feet; thence North 44 degrees 58 minutes 22 seconds West, perpendicular to the last described course, a distance of 11.73 feet; thence North 45 degrees 01 minute 38 seconds East, perpendicular to the last described course, a distance of 38.18 feet; thence South 44 degrees 58 minutes 22 seconds East, perpendicular to the last described course, a distance of 11.61 feet; thence North 45 degrees 01 minute 38 seconds East, perpendicular to the last described course, a distance of 104.97 feet; thence North 44 degrees 58 minutes 22 seconds West, perpendicular to the last described course, a distance of 167.15 feet; thence North 45 degrees 03 minutes 58 seconds East, 146.49 feet; thence South 44 degrees 56 minutes 24 seconds East, 64.64 feet; thence North 45 degrees 03 minutes 36 seconds East, perpendicular to the last described course, a distance of 22.43 feet; thence South 44 degrees 56 minutes 24 seconds East, perpendicular to the last described course, a distance of 11.45 feet; thence South 00 degrees 30 minutes 08 seconds East, 14.26 feet; thence South 44 degrees 59 minutes 59 seconds East, 342.47 feet to the Point of Beginning.

Less and EXCEPT that part described as Unit-1 Precipitator which is more particularly described as follows:

Containing a net area of 196,992 square feet or 4.522 acres, more or less.

	Exact name of registrant as specified in 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)
	1200 Main Street
	Kansas City, Missouri 64105
	(816) 556-2200

000-51873	KANSAS CITY POWER & LIGHT COMPANY	44-0308720
	(A Missouri Corporation)
	1200 Main Street
	Kansas City, Missouri 64105
	(816) 556-2200



Abbreviation or Acronym		Definition

NO x		Nitrogen oxide
NPNS		Normal purchases and normal sales
NRC		Nuclear Regulatory Commission
OCI		Other Comprehensive Income
PCB		Polychlorinated biphenyls
PRB		Powder River Basin
QCA		Quarterly Cost Adjustment
Receivables Company		Kansas City Power & Light Receivables Company, a wholly owned subsidiary of KCP&L
RTO		Regional Transmission Organization
SCR		Selective catalytic reduction
SEC		Securities and Exchange Commission
SERP		Supplemental Executive Retirement Plan
Services		Great Plains Energy Services Incorporated, a wholly owned subsidiary of Great Plains Energy
SO 2		Sulfur dioxide
SPP		Southwest Power Pool, Inc.
Syncora		Syncora Guarantee Inc.
WCNOC		Wolf Creek Nuclear Operating Corporation
Westar		Westar Energy, Inc., a Kansas utility company
Wolf Creek		Wolf Creek Generating Station

PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

Great Plains Energy Incorporated
Unaudited Consolidated Balance Sheets
Unaudited Consolidated Statements of Income
Unaudited Consolidated Statements of Cash Flows
Unaudited Consolidated Statements of Common Shareholders’ Equity and Noncontrolling Interest
Unaudited Consolidated Statements of Comprehensive Income

Kansas City Power & Light Company
Unaudited Consolidated Balance Sheets
Unaudited Consolidated Statements of Income
Unaudited Consolidated Statements of Cash Flows
Unaudited Consolidated Statements of Common Shareholder’s Equity
Unaudited Consolidated Statements of Comprehensive Income

Combined Notes to Unaudited Consolidated Financial Statements for Great Plains Energy Incorporated and
Kansas City Power & Light Company
	Note 1:	Summary of Significant Accounting Policies
	Note 2:	Supplemental Cash Flow Information
	Note 3:	Receivables
	Note 4:	Nuclear Plant
	Note 5:	Regulatory Matters
	Note 6:	Pension Plans, Other Employee Benefits and Voluntary Separation Program
	Note 7:	Equity Compensation
	Note 8:	Short-Term Borrowings and Short-Term Bank Lines of Credit
	Note 9:	Long-Term Debt
	Note 10:	Commitments and Contingencies
	Note 11:	Legal Proceedings
	Note 12:	Related Party Transactions and Relationships
	Note 13:	Derivative Instruments
	Note 14:	Fair Value Measurements
	Note 15:	Taxes
	Note 16:	Segments and Related Information

GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)

	June 30			December 31
	2011			2010
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Current Liabilities
Notes payable	$	92.0		$	9.5
Collateralized note payable		95.0			95.0
Commercial paper		476.7			263.5
Current maturities of long-term debt		451.3			485.7
Accounts payable		195.6			276.3
Accrued taxes		60.2			26.6
Accrued interest		70.9			75.4
Accrued compensation and benefits		38.4			46.8
Pension and post-retirement liability		4.1			4.1
Derivative instruments		-			20.8
Other		40.8			35.6
Total		1,525.0			1,339.3
Deferred Credits and Other Liabilities
Deferred income taxes		545.8			518.3
Deferred tax credits		132.6			133.4
Asset retirement obligations		148.7			143.3
Pension and post-retirement liability		419.5			427.5
Regulatory liabilities		267.7			258.2
Other		102.3			129.4
Total		1,616.6			1,610.1
Capitalization
Great Plains Energy common shareholders' equity
Common stock-250,000,000 shares authorized without par value
136,269,299 and 136,113,954 shares issued, stated value		2,326.8			2,324.4
Retained earnings		614.3			626.5
Treasury stock-267,993 and 400,889 shares, at cost		(6.3	)		(8.9	)
Accumulated other comprehensive loss		(55.1	)		(56.1	)
Total		2,879.7			2,885.9
Noncontrolling interest		1.1			1.2
Cumulative preferred stock $100 par value
3.80% - 100,000 shares issued		10.0			10.0
4.50% - 100,000 shares issued		10.0			10.0
4.20% - 70,000 shares issued		7.0			7.0
4.35% - 120,000 shares issued		12.0			12.0
Total		39.0			39.0
Long-term debt (Note 9)		2,860.8			2,942.7
Total		5,780.6			5,868.8
Commitments and Contingencies (Note 10)
Total	$	8,922.2		$	8,818.2

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

GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Common Shareholders' Equity and Noncontrolling Interest
(Unaudited)

Year to Date June 30	2011						2010
	Shares			Amount			Shares			Amount
Common Stock	(millions, except share amounts)
Beginning balance		136,113,954		$	2,324.4			135,636,538		$	2,313.7
Issuance of common stock		155,345			3.1			189,275			3.5
Issuance of restricted common stock		-			-			103,211			1.8
Equity compensation expense, net of forfeitures					0.1						0.6
Unearned Compensation
Issuance of restricted common stock					(2.9	)					(1.8	)
Forfeiture of restricted common stock					0.8						0.6
Compensation expense recognized					1.2						1.7
Other					0.1						-
Ending balance		136,269,299			2,326.8			135,929,024			2,320.1
Retained Earnings
Beginning balance					626.5						529.2
Net income attributable to Great Plains Energy					45.8						84.6
Loss on reissuance of treasury stock					(0.5	)					-
Dividends:
Common stock					(56.4	)					(56.2	)
Preferred stock - at required rates					(0.8	)					(0.8	)
Performance shares					(0.3	)					(0.2	)
Ending balance					614.3						556.6
Treasury Stock
Beginning balance		(400,889	)		(8.9	)		(213,423	)		(5.5	)
Treasury shares acquired		(88,400	)		(2.2	)		(157,308	)		(2.8	)
Treasury shares reissued		221,296			4.8			917			-
Ending balance		(267,993	)		(6.3	)		(369,814	)		(8.3	)
Accumulated Other Comprehensive Income (Loss)
Beginning balance					(56.1	)					(44.9	)
Derivative hedging activity, net of tax					0.9						(10.7	)
Change in unrecognized pension expense, net of tax					0.1						0.1
Ending balance					(55.1	)					(55.5	)
Total Great Plains Energy Common Shareholders' Equity				$	2,879.7					$	2,812.9

Noncontrolling Interest
Beginning balance				$	1.2					$	1.2
Net income (loss) attributable to noncontrolling interest					(0.1	)					0.1
Distribution					-						(0.1	)
Ending balance				$	1.1					$	1.2
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Abbreviation or Acronym		Definition

AFUDC		Allowance for Funds Used During Construction
ARO		Asset Retirement Obligation
BART		Best available retrofit technology
Board		Great Plains Energy Board of Directors
CAIR		Clean Air Interstate Rule
CAMR		Clean Air Mercury Rule
Clean Air Act		Clean Air Act Amendments of 1990
CO 2		Carbon dioxide
Collaboration Agreement		Agreement among KCP&L, the Sierra Club and the Concerned Citizens of Platte County
Company		Great Plains Energy Incorporated and its subsidiaries
Companies		Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries
CSAPR		Cross-State Air Pollution Rule
DOE		Department of Energy
ECA		Energy Cost Adjustment
EIRR		Environmental Improvement Revenue Refunding
EPA		Environmental Protection Agency
EPS		Earnings per common share
ERISA		Employee Retirement Income Security Act of 1974, as amended
FAC		Fuel Adjustment Clause
FASB		Financial Accounting Standards Board
FERC		The Federal Energy Regulatory Commission
FGIC		Financial Guaranty Insurance Company
FSS		Forward Starting Swaps
GAAP		Generally Accepted Accounting Principles
GMO		KCP&L Greater Missouri Operations Company, a wholly owned subsidiary of Great Plains Energy as of July 14, 2008
Great Plains Energy		Great Plains Energy Incorporated and its subsidiaries
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
KDHE		Kansas Department of Health and Environment
KLT Inc.		KLT Inc., a wholly owned subsidiary of Great Plains Energy
KW		Kilowatt
kWh		Kilowatt hour
L&P		St. Joseph Light & Power, a division of GMO
MACT		Maximum achievable control technology
MD&A		Management’s Discussion and Analysis of Financial Condition and
		Results of Operations
MDNR		Missouri Department of Natural Resources
MGP		Manufactured gas plant
MPS Merchant		MPS Merchant Services, Inc., a wholly owned subsidiary of GMO
MPSC		Public Service Commission of the State of Missouri
MW		Megawatt
MWh		Megawatt hour
NERC		North American Electric Reliability Corporation
NEIL		Nuclear Electric Insurance Limited

GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Income
(Unaudited)

	Three Months Ended						Year to Date
	June 30						June 30
	2011			2010			2011			2010
Operating Revenues	(millions, except per share amounts)
Electric revenues	$	565.1		$	552.0		$	1,058.0		$	1,058.9
Operating Expenses
Fuel		114.4			104.1			219.3			205.9
Purchased power		55.4			37.9			110.3			103.4
Transmission of electricity by others		7.0			7.2			14.5			12.8
Utility operating and maintenance expenses		161.1			148.4			318.6			299.6
Voluntary separation program		3.0			-			12.7			-
Depreciation and amortization		67.6			81.0			140.0			163.2
General taxes		40.3			37.5			82.3			75.6
Other		0.7			1.0			3.5			1.5
Total		449.5			417.1			901.2			862.0
Operating income		115.6			134.9			156.8			196.9
Non-operating income		0.8			11.2			4.4			27.3
Non-operating expenses		(2.8	)		(2.1	)		(5.0	)		(3.7	)
Interest charges		(50.3	)		(46.7	)		(95.2	)		(93.2	)
Income before income tax (expense) benefit and loss
from equity investments		63.3			97.3			61.0			127.3
Income tax (expense) benefit		(19.8	)		(32.0	)		(15.2	)		(41.7	)
Loss from equity invetsments, net of income taxes		(0.1	)		(0.9	)		(0.1	)		(0.9	)
Net income		43.4			64.4			45.7			84.7
Less: Net (income) loss attributable to noncontrolling interest		-			(0.1	)		0.1			(0.1	)
Net income attributable to Great Plains Energy		43.4			64.3			45.8			84.6
Preferred stock dividend requirements		0.4			0.4			0.8			0.8
Earnings available for common shareholders	$	43.0		$	63.9		$	45.0		$	83.8

Average number of basic common shares outstanding		135.6			135.1			135.5			135.0
Average number of diluted common shares outstanding		138.9			136.6			138.6			136.6

Basic earnings per common share	$	0.32		$	0.47		$	0.33		$	0.62
Diluted earnings per common share	$	0.31		$	0.47		$	0.32		$	0.61

Cash dividends per common share	$	0.2075		$	0.2075		$	0.415		$	0.415

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

GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)

Year to Date June 30	2011			2010
Cash Flows from Operating Activities	(millions)
Net income	$	45.7		$	84.7
Adjustments to reconcile income to net cash from operating activities:
Depreciation and amortization		140.0			163.2
Amortization of:
Nuclear fuel		5.9			12.8
Other		1.3			(4.1	)
Deferred income taxes, net		36.3			38.9
Investment tax credit amortization		(0.8	)		(1.1	)
Loss from equity investments, net of income taxes		0.1			0.9
Other operating activities (Note 2)		(157.4	)		(174.3	)
Net cash from operating activities		71.1			121.0
Cash Flows from Investing Activities
Utility capital expenditures		(193.2	)		(335.0	)
Allowance for borrowed funds used during construction		(2.1	)		(19.4	)
Purchases of nuclear decommissioning trust investments		(11.2	)		(75.3	)
Proceeds from nuclear decommissioning trust investments		9.4			73.5
Other investing activities		(13.6	)		(5.9	)
Net cash from investing activities		(210.7	)		(362.1	)
Cash Flows from Financing Activities
Issuance of common stock		3.0			3.2
Issuance of long-term debt		349.7			-
Issuance fees		(2.5	)		(0.1	)
Repayment of long-term debt		(448.3	)		(1.1	)
Net change in short-term borrowings		295.7			149.4
Net change in collateralized short-term borrowings		-			95.0
Dividends paid		(57.2	)		(57.0	)
Other financing activities		(3.8	)		(4.7	)
Net cash from financing activities		136.6			184.7
Net Change in Cash and Cash Equivalents		(3.0	)		(56.4	)
Cash and Cash Equivalents at Beginning of Year		10.8			65.9
Cash and Cash Equivalents at End of Period	$	7.8		$	9.5

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

GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Comprehensive Income
(Unaudited)

	Three Months Ended						Year to Date
	June 30						June 30
	2011			2010			2011			2010
	(millions)
Net income	$	43.4		$	64.4		$	45.7		$	84.7
Other comprehensive income (loss)
Loss on derivative hedging instruments		(5.9	)		(14.3	)		(5.4	)		(22.1	)
Income tax benefit		2.2			5.5			2.1			8.6
Net loss on derivative hedging instruments		(3.7	)		(8.8	)		(3.3	)		(13.5	)
Reclassification to expenses, net of tax		2.5			1.4			4.2			2.8
Derivative hedging activity, net of tax		(1.2	)		(7.4	)		0.9			(10.7	)
Defined benefit pension plans
Amortization of net gains included in net periodic benefit costs		0.2			0.2			0.2			0.2
Income tax expense		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Net change in unrecognized pension expense		0.1			0.1			0.1			0.1
Comprehensive income		42.3			57.1			46.7			74.1
Less: comprehensive (income) loss attributable to noncontrolling interest		-			(0.1	)		0.1			(0.1	)
Comprehensive income attributable to Great Plains Energy	$	42.3		$	57.0		$	46.8		$	74.0

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

Exhibit Number		Description of Document	Registrant
4.1		Fifteenth Supplemental Indenture, dated as of June 30, 2011, to the General Mortgage and Deed of Trust dated as of December 1, 1986, between Kansas City Power & Light Company and UMB Bank, N.A. (formerly United Missouri Bank of Kansas City, N.A.), Trustee.	Great Plains Energy KCP&L
4.2	*	Fourth Supplemental Indenture dated as of May 19, 2011 between Great Plains Energy Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee. (Exhibit 4.1 to Form 8-K filed on May 19, 2011).	Great Plains Energy
10.1	+	Retirement and Consulting Agreement dated May 20, 2011 among Great Plains Energy Incorporated, Kansas City Power & Light Company, KCP&L Greater Missouri Operations Company and William H. Downey.	Great Plains Energy KCP&L
10.2	* +	Amended Long-Term Incentive Plan adopted as of May 3, 2011. (Exhibit 10.1 to Form 8-K filed on May 6, 2011).	Great Plains Energy KCP&L
12.1		Computation of Ratio of Earnings to Fixed Charges.	Great Plains Energy
12.2		Computation of Ratio of Earnings to Fixed Charges.	KCP&L
31.1		Rule 13a-14(a)/15d-14(a) Certification of Michael J. Chesser.	Great Plains Energy
31.2		Rule 13a-14(a)/15d-14(a) Certification of James C. Shay.	Great Plains Energy
31.3		Rule 13a-14(a)/15d-14(a) Certification of Michael J. Chesser.	KCP&L
31.4		Rule 13a-14(a)/15d-14(a) Certification of James C. Shay.	KCP&L
32.1	**	Section 1350 Certifications.	Great Plains Energy
32.2	**	Section 1350 Certifications.	KCP&L
101.INS	**	XBRL Instance Document.	Great Plains Energy KCP&L
101.SCH	**	XBRL Taxonomy Extension Schema Document.	Great Plains Energy KCP&L
101.CAL	**	XBRL Taxonomy Extension Calculation Linkbase Document.	Great Plains Energy KCP&L
101.DEF	**	XBRL Taxonomy Extension Definition Linkbase Document.	Great Plains Energy KCP&L
101.LAB	**	XBRL Taxonomy Extension Labels Linkbase Document.	Great Plains Energy KCP&L

	GREAT PLAINS ENERGY INCORPORATED

Dated: August 5, 2011	By: /s/ Michael J. Chesser
	(Michael J. Chesser)
	(Chief Executive Officer)

Dated: August 5, 2011	By: /s/ Lori A. Wright
	(Lori A. Wright)
	(Principal Accounting Officer)

Great Plains Energy Incorporated	Executive
Kansas City Power & Light Company
KCP&L Greater Missouri Operations Company


By: /s/ Michael J. Chesser	/s/ William H. Downey
Michael J. Chesser	William H. Downey
Chairman of the Board and Chief Executive Officer

Exhibit 12.1

GREAT PLAINS ENERGY INCORPORATED

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

		Year to Date
		June 30
		2011		2010		2009		2008			2007		2006
		(millions)
Income from continuing operations		$	45.7	$	211.9	$	151.9	$	119.7		$	120.9	$	136.7
Add
Equity investment loss			0.1		1.0		0.4		1.3			2.0		1.9
	Income subtotal		45.8		212.9		152.3		121.0			122.9		138.6

Add
Taxes on income			15.2		99.0		29.5		63.8			44.9		60.3
Kansas City earnings tax			-		0.1		0.4		0.3			0.5		0.5
	Total taxes on income		15.2		99.1		29.9		64.1			45.4		60.8

Interest on value of leased property			3.1		6.2		6.5		3.6			3.9		4.1
Interest on long-term debt			107.9		218.9		203.6		126.2			74.1		62.6
Interest on short-term debt			6.6		9.7		10.3		18.2			26.4		9.2
Other interest expense and amortization (a)			5.0		9.7		4.7		(1.4	)		5.8		3.9

	Total fixed charges		122.6		244.5		225.1		146.6			110.2		79.8

Earnings before taxes on
	income and fixed charges	$	183.6	$	556.5	$	407.3	$	331.7		$	278.5	$	279.2

Ratio of earnings to fixed charges			1.50		2.28		1.81		2.26			2.53		3.50

(a)	On January 1, 2007, Great Plains Energy elected to make an accounting policy change to recognize interest
	related to uncertain tax positions in interest expense.

Exhibit 12.2

KANSAS CITY POWER & LIGHT COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

		Year to Date
		June 30
		2011		2010		2009		2008		2007		2006
		(millions)
Income from continuing operations		$	37.4	$	163.2	$	128.9	$	125.2	$	156.7	$	149.3

Add
Taxes on income			15.1		81.6		46.9		59.8		59.3		70.3
Kansas City earnings tax			-		0.1		0.2		0.5		0.5		0.5
	Total taxes on income		15.1		81.7		47.1		60.3		59.8		70.8

Interest on value of leased property			2.8		5.7		6.0		3.3		3.9		4.1
Interest on long-term debt			57.6		117.9		110.4		79.3		54.5		55.4
Interest on short-term debt			2.7		3.9		5.3		15.2		20.3		8.0
Other interest expense and amortization (a)			2.1		4.2		0.3		1.4		6.8		3.2

	Total fixed charges		65.2		131.7		122.0		99.2		85.5		70.7

Earnings before taxes on
	income and fixed charges	$	117.7	$	376.6	$	298.0	$	284.7	$	302.0	$	290.8

Ratio of earnings to fixed charges			1.81		2.86		2.44		2.87		3.53		4.11

(a)	On January 1, 2007, Kansas City Power & Light Company elected to make an accounting policy change to
	recognize interest related to uncertain tax positions in interest expense.

1.	I have reviewed this quarterly report on Form 10-Q of Great Plains Energy Incorporated;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 5, 2011		/s/ Michael J. Chesser
			Michael J. Chesser Chairman of the Board and Chief Executive Officer

Date:	August 5, 2011		/s/ James C. Shay
			James C. Shay Senior Vice President – Finance and Strategic Development and Chief Financial Officer

Date:	August 5, 2011		/ s/ Michael J. Chesser
			Michael J. Chesser Chairman of the Board and Chief Executive Officer

	/s/ Michael J. Chesser
Name: Title:	Michael J. Chesser Chairman of the Board and Chief Executive Officer
Date:	August 5, 2011

	/s/ James C. Shay
Name: Title:	James C. Shay Senior Vice President – Finance and Strategic Development and Chief Financial Officer
Date:	August 5, 2011