GREAT PLAINS ENERGY INCORPORATED
LONG-TERM INCENTIVE PLAN
SECTION ONE. PURPOSE OF PLAN
The purposes of the Plan are to encourage officers and employees of the Company to acquire
proprietary and vested interest in the growth and performance of the Company, to generate an
increased incentive to enhance the value of the Company for the benefit of its customers and
Shareholders, and to aid in the attraction and retention of exceptionally qualified individuals upon
whom the Company's success largely depends.
SECTION TWO. DEFINITIONS
The following definitions are applicable herein:
"Award" means the award to a Participant of Restricted stock, Stock Option, Limited Stock
Appreciation Right, or Performance Shares.
"Award Period" means that period established by the Committee during which any performance
goals specified with respect to earning any Award are to be measured.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any
section of the Code shall be deemed to include any amendments or successor provisions to such
section and any regulations promulgated thereunder.
"Committee" means the Compensation Committee of the Board, composed of not less than two
directors, each of whom is a Disinterested Person.
"Common stock" means the common stock, without par value, of the Company, or such other
class of shares or other securities as may be subject to the Plan as a result of an adjustment made
pursuant to the provisions of Section Fifteen I.
"Company" means Great Plains Energy Incorporated and its successors, including any
Company as provided in Section Fifteen J.
"Date of Disability" means the date on which a Participant is classified as disabled as defined
in the Company's Long-Term Disability Plan.
"Date of Grant" means the date on which an Award is granted by the Committee or such later
date as may be specified