GREAT PLAINS ENERGY INCORPORATED NONQUALIFIED DEFERRED COMPENSATION PLAN (As Amended and Restated for I.R.C. 409A) Amended effective as of January 1, 2010 GREAT PLAINS ENERGY INCORPORATED NONQUALIFIED DEFERRED COMPENSATION PLAN (As Amended and Restated for I.R.C. 409A) Background and Purpose

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First, the Frozen NQDC Plan has been frozen as of December 31, 2004 such that no new participants will enter the Plan and no new amounts (other than Earnings) will accrue under the Plan after December 31, 2004.  Except to the extent to reflect that the Frozen NQDC Plan has been frozen, no material modifications have been made to the Frozen NQDC Plan.  The Frozen NQDC Plan will continue to operate as a "frozen" plan in accordance with its terms and with respect to all amounts which were both accrued and vested as of December 31, 2004.  A copy of the Frozen NQDC Plan is attached as Appendix B.

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Second, this Plan, the "Great Plains Energy Incorporated Nonqualified Deferred Compensation Plan (As Amended and Restated for I.R.C. § 409A)" (the "Plan") is adopted and, except for those changes required by Code Section 409A generally mirrors the Frozen NQDC Plan.  The Plan governs the payment of, and all administrative aspects related to amounts that (1) were not accrued and vested as of December 31, 2004 under the Frozen NQDC Plan and (2) have been or are contributed to the Frozen NQDC Plan and this Plan on or after January 1, 2005.  Certain operations of the Plan between December 31, 2004 and December 31, 2007, including those operations in 2005 memorialized in Appendix A, however, were completed in accordance with IRS Notice 2005-1 and in "good faith" compliance with the proposed Treasury Regulations issued under Code Section 409A.  Generally, this Plan was amended and restated effective January 1, 2005.  However, several features, terms and conditions are effective January 1, 2008.  These include: (1) the definition of Specified Employees; (2) the removal of the vesting schedule applicable to Company matching contributions; and (3) the changes made to Article III, relating to the Capital Accumulation Excess Benefit Provision.

 

(a)

a specified dollar amount or percentage of the Participant's anticipated Base Salary (or director's fees) as in effect on January 1 of the year in which such salary or fees are to be deferred; and/or

 

 

(b)

a specified dollar amount or percentage of any anticipated Incentive Awards to be paid to the Participant for performance in the following calendar year.

 

 

(a)

Matching Contributions.  A Participant will be eligible to receive a matching contribution under this Section 2.5(a) only if the Participant defers the maximum amount allowed under Code Section 402(g) (ignoring any opportunity the Participant may have had to make catch-up contributions described in Section 414(v) of the Code) for such year.

 

 

(i)

For each Stationary Participant, the Company will credit to the Stationary Participant's account a matching contribution in an amount equal to 50% of the first 6% of the Base Salary deferred by the Participant under Section 2.1(a), but such amount will be reduced by the matching contribution made for the year to the Stationary Participant's account in the Employee Savings Plan.  In no event will the total matching contributions in the Employee Savings Plan and this Plan exceed 3% of the Stationary Participant's Base Salary in any given year.

 

 

(ii)

For each Converted Participant and Post-2007 Participant, the Company will credit to such Participant's account a matching contribution in an amount equal to 100% of the first 6% of the aggregate amount of the Participant's Base Salary and Incentive Awards deferred by the Participant under Section 2.1, but such amount will be reduced by the matching contribution made for the year to the Converted Participant's or Post-2007 Participant's  account in the Employee Savings Plan.  For avoidance of doubt, the matching

Less Than Two Years

0%

Two Years

20%

Three Years

40%

Four Years

60%

Five Years

80%

Six Years

100%

 

(b)

Additional Discretionary Company Contributions.   From time to time, as determined appropriate by the Board, the Company may elect to make additional contributions (either discretionary, matching or both) to the Plan  and may direct that such contributions be allocated among the accounts of those Participants that it may select.  The Board may impose vesting conditions and/or allocation conditions with respect to such additional contributions.  No Participant shall have a right to compel the Company to make a contribution under this Section 2.5(b) and no Participant shall have the right to share in the allocation of any such contribution for any year unless selected by the Board, in its sole discretion.  At the time any such additional contribution is made, the Board may provide that the additi onal amounts are to be paid at the same time as other amounts deferred under this Plan are paid to the Participant or a different time (in all cases compliant with Code Section 409A) as established by the Board.

 

 

(a)

Subject to Section 4.12, the Participant's Separation from Service other than on account of death;

 

 

(b)

a specified age or date;

 

 

(c)

the Participant's death;

 

 

(d)

the earlier of (a) or (b) (e.g., the earlier of Separation from Service or attainment of age 65); or

 

(e)

the later of (a) or (b) (e.g., the later of Separation from Service or attainment of age 65) .

 

 

(a)

in a single lump-sum payment; or

 

 

(b)

in annual installments (of principal plus Earnings) over a period of 5 years, 10 years, or 15 years.  Each annual installment will be equal to a fraction of the total remaining balance in the Participant's account, the numerator of which is 1 and the denominator is the total number of remaining installments, including the annual installment for which the amount is being calculated.

 

(a)

Designated Beneficiary.  At the time a Participant elects to defer compensation under this Plan, the Participant may designate a death beneficiary or beneficiaries, and may amend or revoke such designation at any time.

 

 

(b)

Participant's Death Before Distribution Event.  If the Participant dies before any deferred amounts have been paid under this Plan, all amounts credited to the Participant's account will be paid to the Participant's designated

 

 

(c)

Participant's Death After Distribution Event.  If a Participant dies after payment of any deferred amounts has commenced,  the balance of the amounts credited to the Participant's account will continue to be paid to the Participant's beneficiary or beneficiaries at the same times and in the same form as the amounts were being paid to the Participant.

 

 

(d)

Deceased Designated Beneficiary.  If a Participant is not survived by a designated beneficiary, the balance of the amounts due the Participant under the deferral election for which no surviving beneficiary exists will be paid in a single lump-sum payment to the Participant's estate on the 30th day following the date of the Participant's death.  If, with respect to a particular deferral election, a Participant's last surviving designated beneficiary dies after the Participant, but before the balance of the amounts due the beneficiary under the deferral election have been paid, the balance will be paid in a single lump-sum payment to the estate of the last surviving designated beneficiary as soon as practicable after the beneficiary's death.

 

 

(a)

No change in a timing or form election made during 2006 may either (1) apply to payments the Participant otherwise would have received in 2006 or (2) cause a Plan benefit to be paid in 2006 which otherwise would not have been paid in 2006;

 

 

(b)

No change in a timing or form election made during 2007 may either (1) apply to payments the Participant otherwise would have received in 2007 or (2) cause a Plan benefit to be paid in 2007 which otherwise would not have been paid in 2007;  or

 

 

(c)

No change in a timing or form election made during 2008 may either (1) apply to payments the Participant otherwise would have received in 2008 or (2) cause a Plan benefit to be paid in 2008 which otherwise would not have been paid in 2008.

 

 

 

 

 

 

(a)

When the Participant Separates from Service (whether due to death, disability, retirement or other termination), the Participant will be paid in a single lump-sum payment.  The payment will be equal to the amount credited to the CAP Excess Benefits Account, plus the additional amount credited to the CAP Excess Benefits Account under Section 3.2(b), below.  Subject to Section 4.12, payment will be made on the 60th day after the close of the calendar year in which the Participant Separates from Service.  If the Participant dies before payment is made, payment will be made to the Participant's beneficiary on the 30th day after the Participant's death.  The Participant's beneficiary for the purposes of this Article III wi ll be the Participant's beneficiary under the Capital Accumulation Plan.

 

 

(b)

The Participant's CAP Excess Benefits Account will be credited and debited with the same Earnings and in the same manner as provided for in Section 2.4.

 

 

 

 

 

 

(a)

The specific reason or reasons for the denial;

 

 

(b)

A specific reference to pertinent Plan provisions on which the denial is based;

 

 

(c)

A description of any additional material or information necessary for the claimant to perfect the claim, along with an explanation of why such material or information is necessary; and

 

 

(d)

Appropriate information as to the steps to be taken if the claimant wishes to appeal his or her claim, including the period in which the appeal must be filed and the period in which it will be decided.

 

 

(a)

with respect to any payment to be made under Section 2.6 and 2.7 if (1) the Participant has elected his or her Separation from Service as the applicable Distribution Event, and (2) the Participant is a Specified Employee, then payment of any amounts will be made or commence no earlier than the first business day of the 7th month following the month in which the Participant Separates from Service; and

 

 

(b)

with respect to any payment to be made under Section 3.2, no payment may be made to a Participant who is a Specified Employee any earlier than the first business day of the 7th month following the month in which the Participant Separates from Service.

 

GREAT PLAINS ENERGY INCORPORATED

 

 

By:          

 

Title:  Chairman of the Board and Chief Executive  Officer

Less Than Two Years

0%

Two Years

20%

Three Years

40%

Four Years

60%

Five Years

80%

Six Years

100%