PERFORMANCE SHARE AGREEMENT
THIS AMENDMENT TO PERFORMANCE SHARE AGREEMENT dated as of May 5, 2009, and
entered into in duplicate by and between GREAT PLAINS ENERGY INCORPORATED (the “Company”) and
_____________________________ (the “Grantee”), amends that Performance Share Agreement dated May
6, 2008 (the "Original Agreement") between the Company and the Grantee.
WHEREAS, all capitalized terms used herein shall have the meanings set forth in the Company’s
Amended Long-Term Incentive Plan, as amended as of May 1, 2007 (the “Plan”) and the Original Agreement;
WHEREAS, the Grantee is employed by the Company or one of its subsidiaries in a key capacity, and
the Company previously granted Grantee _______ Performance Shares under the Plan and pursuant to the terms
and conditions set forth in the Original Agreement; and
WHEREAS, the Company desires to amend the Original Agreement such that _______ of the
Performance Shares are converted into Shares of Restricted Stock and _______ of the Performance Shares are
amended with different performance criteria and a different Award Period.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties
hereto agree as follows:
Conversion of Certain Performance Shares. The Company hereby converts _______ of the
Performance Shares granted in the Original Agreement into _______ Shares of Restricted Stock. All
such Shares of Restricted Stock shall be subject to those restrictions on transferability and risk of
forfeiture as set forth in Section 7.C of the Plan and will be held in book entry until February 10, 2011.
On February 10, 2011, provided Grantee is, and at all times since the date of this Amendment has been,
employed by the Company, all such restrictions on the Shares of Restricted Stock will expire. During the
period of time such Shares of Restricted Stock are restricted, Grantee shall have all rights of a
shareholder with respect to such Shares w