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SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM U5S ANNUAL REPORT For the year ended December 31, 2001 Filed pursuant to the Public Utility Holding Company Act of 1935 by Great Plains Energy Incorporated (Name of registered holding company) 1201 Walnut Kansas City, Missouri 64106 (Address of principle executive offices) Name, Title and Address of Officer to Whom Notices and Correspondence Concerning This Statement Should be Addressed: Andrea F. Bielsker Vice President - Finance, Chief Financial Officer and Treasurer Great Plains Energy Incorporated 1201 Walnut Kansas City, Missouri 64106 1

TABLE OF CONTENTS Page ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 3-6 ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 7 ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 8-9 ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES 10 ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 11-15 ITEM 6. OFFICERS AND DIRECTORS Part I. Name, principle business address and positions held as of December 31, 2001 16-23 Part II. Financial connections as of December 31, 2001 24 Part III. Compensation and other related information 25-33 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 34 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Service, sales and construction contracts between System companies 35 Part II. System companies with contracts to purchase services or goods from other affiliated companies 36 Part III. Management, supervisory, or financial advisory services 36 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 36 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS 37-48 SIGNATURES 49 2

Unless otherwise noted, the information contained in this Annual Report is for the reporting period October 1, 2001 (the registration date of Great Plains Energy Incorporated) to December 31, 2001. ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 % of Issuer Book Owner's Book Number of Common Voting Value Value Name of Company Shares Owned Power (000's) (000's) - ---------------------------------------------------------- ------------------ ------------ --------------- ----------------- - ---------------------------------------------------------- ------------------ ------------ --------------- ----------------- Great Plains Energy Incorporated Investment in unsecured debt n/a n/a $ 83,341 $ 83,341 Great Plains Power Incorporated 1 100% $ 677 $ 677 Kansas City Power & Light Company 1 100% $ 744,383 $ 744,383 Investment in unsecured debt n/a n/a $ 32,564 $ 32,564 Kansas City Power & Light Receivables Company 1,000 100% $ 856 $ 856 Wolf Creek Nuclear Operating Corporation (Note 1) 47 47% $ 0.1 $ 0.047 Home Service Solutions Inc. 46,902,140 100% $ 23,319 $ 23,319 Investment in unsecured debt n/a n/a $ 7,023 $ 7,023 Worry Free Service, Inc. 9,500,000 100% $ 8,292 $ 8,292 R.S. Andrews Enterprises, Inc. (Note 2) 12,037,383 76% $ 12,044 $ (2,761) Investment in unsecured debt n/a n/a $ 1,617 $ 1,617 RSA Services Termite & Pest Control, Inc. 100 100% $ (521) $ (521) R.S. Andrews Enterprises of Alabama, Inc. 100 100% $ (2,082) $ (2,082) R.S. Andrews Enterprises of Charleston, Inc. 100 100% $ 44 $ 44 Investment in unsecured debt n/a n/a $ 103 $ 103 R.S. Andrews Enterprises of Columbus, Inc. 100 100% $ (3,831) $ (3,831) R.S. Andrews Enterprises of Dallas, Inc. 100 100% $ (261) $ (261) Investment in unsecured debt n/a n/a $ 47 $ 47 R.S. Andrews Enterprises of Kansas, Inc. 100 100% $ (1,304) $ (1,304) Investment in unsecured debt n/a n/a $ 87 $ 87 R. S. Andrews Enterprises of South Carolina, Inc. 100 100% $ (517) $ (517) Investment in unsecured debt n/a n/a $ 53 $ 53 R.S. Andrews of Chattanooga, Inc. 100 100% $ (207) $ (207) Investment in unsecured debt n/a n/a $ 193 $ 193 R.S. Andrews of Fairfax, Inc. 100 100% $ (555) $ (555) R.S. Andrews of Maryland, Inc. 100 100% $ 832 $ 832 Investment in unsecured debt n/a n/a $ 1,023 $ 1,023 3

% of Issuer Book Owner's Book Number of Common Voting Value Value Name of Company Shares Owned Power (000's) (000's) - ---------------------------------------------------------- ------------------ ------------ --------------- ----------------- - ---------------------------------------------------------- ------------------ ------------ --------------- ----------------- Telemetry Solutions, L.L.C. * uncertificated 100% $ - $ - Globalutilityexchange.com, LLC * uncertificated 100% $ - $ - DTI Holdings, Inc. (Note 9) 20,093,936 84% $ - $ - Digital Teleport, Inc. 200 100% $ - $ - Digital Teleport Nationwide LLC uncertificated 100% $ - $ - Digital Teleport of Virginia, Inc. 100 100% $ - $ - Inactive companies at December 31, 2001 are denoted by an asterisk " * ". Note 1: Wolf Creek Nuclear Operating Corporation had three classes of shares (A, B and C) outstanding at December 31, 2001, of which, Kansas City Power & Light Company is a class B shareholder. Each shareholder class selects its Director. The A, B and C Directors jointly select the fourth Director by unanimous vote. The class B Director has 47 votes of 101 total director votes. Note 2: Home Service Solutions Inc. held 12,037,383 shares of common stock, 15,000,000 shares of Series A Preferred Stock, and 11,827,351 shares of Series B Preferred Stock in R.S. Andrews Enterprises, Inc. at December 31, 2001, resulting in an equity ownership of 72%. Home Service Solutions Inc. controls the voting rights of an additional 1,942,865 shares of common stock under Irrevocable Proxy Agreements dated March 12, 2001. Note 3: Statutory close corporation with no board of directors. Note 4: No shares issued. Note 5: Custom Energy Holdings, L.L.C. ("CE") has two wholly-owned subsidiaries; Custom Energy, L.L.C. ("CEL") and Strategic Energy, L.L.C. ("SEL"). The voting and economic interests in these three entities are represented by eight series of interests issued by CE. KLT Energy Services Inc. holds 47.16% of the voting and economic interests attributable to CE alone and is entitled to appoint one out of four CE management committee representatives. CE voting and economic interests have no book value. Each CE management committee representative has one vote. KLT Energy Services Inc. holds 82.75% of the economic and voting interests in SEL, and is entitled to appoint two out of four SEL management committee representatives. KLT Energy Services Inc.'s representatives to the SEL management committee have 82.75% of the management committee vote. Only the book value of KLT Energy Services' interests in SEL is shown in the "Owner's Book Value" column. KLT Energy Services Inc. also held during the reporting period approximately 11% of the preferred economic and voting interests in CEL, which do not carry voting power except (i) on certain fundamental organizational matters and (ii) in the event certain payments respecting the preferred economic interests are not made. In the event of the latter occurrence in the reporting period, KLT Energy Services would have had less than 10% of the voting rights on the CEL management committee. CEL is considered to not be a subsidiary for purposes of the Act. KLT Energy Service's interests in CEL are listed in ITEM 5. Note 6: Member-managed company. Note 7: Manager-managed company; manager cannot be replaced except under certain circumstances. 5

Note 8: KLT Telecom Inc. held 300,000 shares (57%) Series A convertible preferred and 167,667 (100%) Series B convertible preferred in eChannel, Inc. at December 31, 2001. No other information is available to KLT Telecom Inc. Note 9: Under a Shareholders Agreement dated as of February 6, 2001, KLT Telecom Inc. may appoint all but one of the directors; the other shareholder has the right to appoint one director. Non-corporate subsidiaries at December 31, 2001: Name of subsidiary Form of organization Equity investment - -------------------------------------------------------------------------------- Custom Energy Holdings, L.L.C. Limited Liability Company Reported above Strategic Energy, L.L.C. Limited Liability Company Reported above Apache Canyon Gas, L.L.C. Limited Liability Company Reported above Forest City, LLC Limited Liability Company Reported above Forest City Gathering, LLC Limited Liability Company Reported above Patrick KLT Gas, LLC Limited Liability Company Reported above Copier Solutions, LLC Limited Liability Company Reported above Municipal Solutions, L.L.C. Limited Liability Company Reported above Telemetry Solutions, L.L.C. Limited Liability Company Reported above Globalutilityexchange.com, LLC Limited Liability Company Reported above Digital Teleport Nationwide LLC Limited Liability Company Reported above Subsidiaries added during the reporting period from October 1, 2001 to December 31, 2001: Digital Teleport Nationwide, LLC was formed on October 31, 2001, as a Missouri limited liability company. It is an exempt telecommunications company under Section 34 of the Act. Changes in the status of existing subsidiaries during the reporting period from October 1, 2001 to December 31, 2001: R.S. Andrews Enterprises, Inc. R.S. Andrews of DeSoto, Inc., R.S. Andrews of Grand Prairie, Inc., R.S. Andrews of Grapevine, Inc., R.S. Andrews Home Warranty of Florida, Inc., R.S. Andrews Home Warranty of Texas, Inc., R.S. Andrews of Orlando, Inc., Premier Service Systems, Inc., RSA Services of Florida, Inc., R.S. Andrews of Sacramento, Inc., R.S. Andrews Showcase of Atlanta, Inc., R.S. Andrews of Stuart I, Inc., R.S. Andrews of Topeka, Inc. and R.S. Andrews of Vero Beach, Inc., were dissolved as of December 27, 2001. R.S. Andrews of Palm Beach, Inc. and R.S. Andrews of Florida were merged into R.S. Andrews of Stuart II, Inc. as of December 27, 2001. On December 31, 2001, DTI Holdings, Inc., Digital Teleport, Inc. and Digital Teleport of Virginia, Inc. filed voluntary petitions in Bankruptcy Court for the Eastern District of Missouri for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Subsidiaries of more than one System company at December 31, 2001: None. 6

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS Kansas City Power & Light Company ("KCPL") leased a combustion turbine under a lease agreement with Wells Fargo Bank Northwest, N.A., by way of assignment from First Security Bank, N.A., dated as of October 18,1995, as amended. The lease was authorized by the Commission (HCAR 27436). Pursuant to the lease agreement, KCPL exercised its option to purchase the combustion turbine by delivering a purchase notice dated as of October 2, 2001. The purchase option price was $41,249,113. Kansas City Power & Light Company entered into a certain Amended and Restated Lease dated as of October 12, 2001 with Wells Fargo Bank Northwest, N.A., relating to five combustion turbines, as authorized by the commission (HCAR 27436). There are no rental payments under the lease until 2003. Thereafter, annual rental payments will approximate $12.5 million. The lease expiration date is October 2006. 7

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES Excludes securities previously reported in a certificate filed pursuant to Rule 24. The following securities were issued during the reporting period of October 1, 2001 to December 31, 2001: R.S. Andrews Enterprises, Inc. - ------------------------------ Issuance of $300 thousand of indebtedness under an unsecured promissory note, variable interest rate, payable to Home Service Solutions Inc. on January 31, 2002. Issued December 17, 2001. (Exempt under Rule 52(b)). Issuance of $1.4 million of indebtedness during the reporting period of October 1, 2001 to December 31, 2001 under a credit agreement with LaSalle Bank National Association dated as of March 13, 2000, as amended. (Exempt under Rule 52(b)). Kansas City Power & Light Company - --------------------------------- On November 21, 2001, Kansas City Power & Light Company issued $150 million of Senior Unsecured Notes, 6.50% interest, maturing November 15, 2011. (Exempt under Rule 52(a)) Great Plains Energy Incorporated made capital contributions to Kansas City Power & Light Company of $22,830,000 and $16,170,000 on December 21 and December 27, 2001, respectively. (Exempt under Rule 45(b)(4)). Strategic Energy, L.L.C. - ------------------------ Strategic Energy, L.L.C., caused $12,250,000 in letters of credit to be issued by PNC Bank, NA, guaranteed by Strategic Energy, L.L.C. under a Reimbursement Agreement for Standby Letters of Credit dated November 14, 2000 as amended (a portion of which is guaranteed by KLT Inc. as reported in the Rule 24 Certificate for the quarter ended December 31, 2001). (Exempt under Rule 52(b)). Strategic Energy, L.L.C., caused $16,722,655 in surety bonds to be issued by Federal Insurance Company or its subsidiary or affiliated insurers, guaranteed by Strategic Energy, L.L.C. (and by KLT Inc. as reported in the Rule 24 Certificate for the quarter ended December 31, 2001) under a General Agreement of Indemnity dated as of February 21, 2001. (Exempt under Rule 52(a)). Digital Teleport, Inc. - ---------------------- Digital Teleport, Inc. caused $88,750 in surety bonds to be issued by Travelers Casualty and Surety Company of America, guaranteed by KLT Inc., KLT Telecom Inc., DTI Holdings, Inc. and Digital Teleport, Inc. under a General Contract of Indemnity dated as of May 15, 2001. (Exempt under Section 34 and / or Rule 52(b) as authorized by Order (HCAR 27436). Issuance of $1.0 million of indebtedness of Digital Teleport, Inc. to KLT Telecom Inc., under a credit agreement dated as of September 30, 2001, as amended, 2.5% interest. (Exempt under Section 34 and or Rule 52(b)). DTI Holdings, Inc. - ------------------ On December 28, 2001, KLT Telecom Inc. contributed to the equity of DTI Holdings, Inc. $84 million in principal under an existing $94 million loan, plus accrued interest of approximately $9 million on such loan, into a capital contribution to DTI Holdings, Inc. (exempt under Section 34 and/or Rule 45(b)(4)). 8

Information regarding the recurrent issuance of system securities during the reporting period of October 1, 2001 to December 31, 2001: Aggregate Highest Aggregate Date of Balance at Balance During Highest Effective December 31, 2001 Reporting Period Aggregate Average Name of Company (thousands) (thousands) Balance Interest Rate - ---------------------------------- -------------------- ----------------------- -------------- ----------------- - ---------------------------------- -------------------- ----------------------- -------------- ----------------- Great Plains Energy Incorporated $ 547 $ 547 12/31/01 - % Great Plains Power Incorporated $ 1,267 $ 1,267 12/31/01 - % Home Service Solutions Inc. $ 1,939 $ 1,939 12/31/01 3.79 % Worry Free Service, Inc. $ 2,001 $ 2,493 10/1/01 3.92 % R.S. Andrews Enterprises, Inc. $ 1,823 $ 2,357 12/31/01 (Note 1) R.S. Andrews Services, Inc. $ 849 $ 849 12/31/01 (Note 1) R.S. Andrews Enterprises of Columbus, Inc. $ 306 $ 306 12/31/01 (Note 1) R.S. Andrews Enterprises of Tennessee, Inc. $ 4 $ 4 12/31/01 (Note 1) R.S. Andrews of Fairfax, Inc. $ 335 $ 335 12/31/01 (Note 1) R.S. Andrews Termite and Pest Control, Inc. $ 59 $ 59 10/31/01 (Note 1) R.S. Andrews Enterprises of Kansas, Inc. $ 64 $ 64 12/31/01 (Note 1) KLT Inc. $ 82,985 $ 102,975 11/30/01 3.25 % KLT Investments, Inc. $ 2 $ 2 12/31/01 8.25 % KLT Energy Services, Inc. $ 10 $ 10 12/31/01 8.25 % KLT Gas, Inc. $ 3 $ 3 12/31/01 8.25 % Far Gas Acquisitions Corp. $ 3 $ 3 12/31/01 8.25 % Apache Canyon Gas, L.L.C. $ 7 $ 7 12/31/01 8.25 % Forest City, LLC $ 3 $ 3 12/31/01 8.25 % KLT Telecom, Inc. $ 146 $ 195 11/30/01 8.25 % Strategic Energy, L.L.C. $ - $ 4,000 11/26/01 5.75 % Note 1: In 2002, R.S. Andrews Enterprises, Inc. and its subsidiaries will begin charging interest on open account advances, retroactive to October 1, 2001, the registration date of Great Plains Energy Incorporated. 9

ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES The following securities were acquired, redeemed, or retired during the reporting period of October 1, 2001 to December 31, 2001: Kansas City Power & Light Company - --------------------------------- Kansas City Power & Light Company retired at maturity, with consideration of $30 million, pollution control revenue bonds, during the reporting period of October 1, 2001 to December 31, 2001 (exempt under Rule 42). DTI Holdings, Inc. - ------------------ On December 28, 2001, KLT Telecom Inc. contributed to the equity of DTI Holdings, Inc. $84 million in principal under an existing $94 million loan, plus accrued interest of approximately $9 million on such loan, into a capital contribution to DTI Holdings, Inc. (exempt under Section 34 and/or Rule 45(b)(4)). R.S. Andrews Enterprises, Inc. - ------------------------------ R.S. Andrews Enterprises, Inc. fully paid off a loan for $23 thousand in consideration from Powers Equipment during the reporting period of October 1, 2001 to December 31, 2001. KLT Inc. - -------- KLT Inc. fully paid off all amounts due under a credit agreement with Bank One, NA, and other lenders, dated as of June 30, 2000, as amended, during the reporting period of October 1, 2001 to December 31, 2001. 10

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 1. Aggregate investments in persons operating in the retail service area at December 31, 2001. None. 2. For securities not included in 1. above, provide the following information for investments in securities of nonsystem companies at December 31, 2001: Investments of the registrant and of each subsidiary thereof in holding companies and in public utility companies which are not subsidiary companies of the registrant as of December 31, 2001: Owner's Book Shares or Value Issuing Company Type of Security Units (thousands) - --------------------------------------------- ------------------------------------ -------------- ------------------ KLT Investments Inc. (owner) (Note 1) Pacific Gas & Electric 7.04% preferred stock 81,975 $ 1,517 Pacific Gas & Electric 4.80% preferred stock 24,900 $ 307 New York State Electric & Gas $4.50 preferred stock 1,575 $ 132 Central Hudson Gas & Electric $4.50 preferred stock 1,460 $ 107 $4.65 Series D preferred stock Consolidated Edison 18,704 $ 1,379 $3.75 Series B preferred stock Dayton Power & Light 14,192 $ 1,118 Indiana Michigan Power Co. $4.12 preferred stock 6,270 $ 412 Interstate Power Co. 4.36% preferred stock 4,475 $ 180 Interstate Power Co. 4.68% preferred stock 4,121 $ 172 Northern Indiana Public Service $4.22 preferred stock 2,419 $ 184 Northern Indiana Public Service $4.25 preferred stock 11,000 $ 787 Northern Indiana Public Service $4.50 preferred stock 4,664 $ 351 Xcel Energy Inc. $4.08 preferred stock 7,970 $ 570 Alabama Power Co. 5.20% preferred stock 24,000 $ 506 Delmarva Power & Light 7.75% preferred stock 3,625 $ 92 Montana Power Co. $6.875 preferred stock 3,552 $ 324 NICOR Inc. 4.48% preferred stock 8,350 $ 383 Virginia Electric & Power $6.98 preferred stock 6,062 $ 632 11

Note 1: Under the terms of the funded indebtedness of KLT Investments Inc., KLT Investments must maintain a reserve equal to the greater of 15% of the outstanding aggregate principal amount of such debt or the aggregate amount of the next principal and interest payments due in the succeeding year. Prior to October 1, 2001, KLT Investments invested a portion of the reserve in preferred stocks issued by public utilities to capture the preferred dividend payments. KLT Investments has not purchased any public utility securities subsequent to September 30, 2001, and intends to liquidate its public utility securities holdings as market conditions dictate. All other investments of the registrant and of each subsidiary thereof in the securities of any other nonsystem company as of December 31, 2001: Owner's Book Shares or Value Issuing Company Type of Security Units (thousands) - --------------------------------------------- ------------------------------------ -------------- ------------------ - --------------------------------------------- ------------------------------------ -------------- ------------------ Kansas City Power & Light Company KCPL Financing I (Trust) Sponsor of Trust Note 2 Note 2 Kansas City Power & Light Company Wolf Creek Decommissioning Trust Trustor of Trust Note 3 Note 3 KLT Investments Inc. (owner) (Note 4) Related Corporate Partners III, L.P. - Series 1 and 2 Limited Partnership Interest 9.90% $ 10,789 Lend Lease Institutional Tax Credits VII Limited Partnership Interest 9.90% $ 4,640 Lend Lease Institutional Tax Credits IV Limited Partnership Interest 9.8% $ 2,329 National Corporate Tax Credit Fund III Limited Partnership Interest 18.36% $ 7,158 Columbia Housing Partners Corporate Tax Credit III Limited Partnership Limited Partnership Interest 11.47% $ 7,954 Columbia Housing Partners Corporate Tax Credit IV Limited Partnership Limited Partnership Interest 6.60% $ 1,963 Corporations for Affordable Housing, L.P. Limited Partnership Interest 9.90% $ 4,909 Corporations for Affordable Housing II, L.P. Limited Partnership Interest 9.90% $ 2,785 USA Metropolitan Tax Credit Fund II, L.P. Limited Partnership Interest 13.20% $ 5,556 Missouri Affordable Housing Fund VII, L.P. Limited Partnership Interest 85.19% $ 4,017 National Equity Fund 1992, L.P. Limited Partnership Interest 0.98% $ 373 National Equity Fund 1993, L.P. Limited Partnership Interest 0.66% $ 449 12

Owner's Book Shares or Value Issuing Company Type of Security Units (thousands) - --------------------------------------------- ------------------------------------ -------------- ------------------ - --------------------------------------------- ------------------------------------ -------------- ------------------ National Equity Fund 1995, L.P. Limited Partnership Interest 2.42% $ 1,781 McDonald Corporate Tax Credit Fund Limited Partnership Interest 9.17% $ 4,767 1994 Missouri Affordable Housing Fund Limited Partnership Interest 99% $ 3,464 VI, L.P. Gateway Institutional Tax Credit Limited Partnership Interest 15.95% $ 3,940 Fund Provident Tax Credit Fund II, L.P. Limited Partnership Interest 12.6% $ 2,895 Missouri Affordable Housing Fund Limited Partnership Interest 33.14% $ 2,862 IX, L.P. WNC Institutional Tax Credit Fund Limited Partnership Interest 24.75% $ 2,323 II, L.P. NHT III Tax Credit Fund L.P. Limited Partnership Interest 24.98% $ 1,898 Lend Lease Missouri Tax Credit Limited Liability Company Interest 99.99% $ 1,098 Fund I, LLC Dominium Institutional Fund Limited Partnership Interest 6% $ 889 Missouri Affordable Housing Fund Limited Partnership Interest 83.55% $ 733 V, L.P. Aurora Family Apartments, L.P. Limited Partnership Interest 0.01% $ 281 Housing Missouri Equity Fund 1994, Limited Liability Company Interest 23.53% $ 250 L.L.C. Boston Capital Corporate Tax Limited Partnership Interest 0.99% $ 507 Credit Fund I, L.P. Treasury bond futures puts 150 $ 33 Far Gas Acquisitions Corporation (owner) (Note 5) GNR San Juan Limited Partnership Limited Partnership Interest 99% $ 480 GNR San Juan II Limited Limited Partnership Interest 99% $ 69 Partnership Frontier Production Limited Limited Partnership Interest 99% $ 11 Partnership Blue Spruce Investments Limited Limited Partnership Interest 99% $ 760 Partnership Hallwood San Juan I Limited Limited Partnership Interest 99% $ 1,611 Partnership Miller Shale Limited Partnership Limited Partnership Interest 99% $ 367 13

Owner's Book Shares or Value Issuing Company Type of Security Units (thousands) - --------------------------------------------- ------------------------------------ -------------- ------------------ - --------------------------------------------- ------------------------------------ -------------- ------------------ KLT Investments II Inc. (owner) (Note 6) CFB Venture Fund II, L.P. Limited Partnership Interest 3.3% $ 598 KCEP I, L.P. Limited Partnership Interest 1.3% $ 820 EnviroTech Investment Fund I Limited Partnership Limited Partnership Interest 6.36% $ 1,716 KLT Gas Inc. (owner) Promissory notes due March 15, 2002 and September 15, 2002 Lyco Energy Corporation (Note 7) $ 4,765 KLT Energy Services Inc. (owner) Bracknell Corporation (Note 8) Common stock 1,133,165 $ - Black & McDonald, Inc. (Note 9) promissory note $ 1,310 Series CEL Preferred Economic and Custom Energy Holdings, L.L.C. Preferred Voting Interests (owner) (Note 10) 851,408 $ 851 KLT Telecom Inc. (owner) Signal Sites Incorporated (Note 11) common stock 200 $ - Signal Sites Incorporated promissory note due February 15, (Note 11) 2001 $ - Note 2: A description of KCPL Financing I is contained in Note 14 of the combined notes to the consolidated financial statements of Great Plains Energy Incorporated and Kansas City Power & Light Company included in their combined Annual Report on Form 10-K for the year ended December 31, 2001, (File No's. 03-33207 and 1-707), which is incorporated herein by reference. Note 3: A description the Kansas City Power & Light Wolf Creek Decommissioning Trust is contained in Note 1 to the consolidated financial statements of Great Plains Energy Incorporated and Kansas City Power & Light Company included in their combined Annual Report on Form 10-K for the year ended December 31, 2001, (File No's. 03-33207 and 1-707), which is incorporated herein by reference. Note 4: Nature of business of investments held by KLT Investments Inc. - limited partnership investments in affordable housing partnerships throughout the United States and Puerto Rico. Note 5: Nature of business of investments held by Far Gas Acquisitions Corporation - limited partnership investments in six natural gas producing partnerships that are structured to generate alternative fuel tax credits. Note 6: Nature of business of investments held by KLT Investments II Inc. - passive investments in venture capital funds. Note 7: Nature of business of Lyco Energy Corporation - independent oil and gas exploration, development and production company. 14

Note 8: Nature of business of Bracknell Corporation - provided infrastructure services for networks, systems, production facilities and equipment of companies across North America. In November, 2001 Bracknell common stock ceased trading at a last sale price of $0.13 per share. As a result, during 2001, KLT Energy Services Inc. wrote off its investment in Bracknell. It is believed that Bracknell has ceased doing business. Note 9: Nature of business of Black & McDonald, Inc. - a wholly-owned subsidiary of Black & McDonald Limited, a privately held Canadian contracting company operating across Canada, the United States and in selected global markets. The parent company provides electrical, mechanical, utility, and maintenance services to commercial, industrial, institutional, and government markets. Note 10: As discussed in Note 6 to ITEM 1, Custom Energy, L.L.C. is a wholly-owned subsidiary of Custom Energy Holdings, L.L.C. Voting and economic interests in Custom Energy, L.L.C. are represented by four series of interests issued by Custom Energy Holdings, L.L.C. KLT Energy Services Inc. held at December 31, 2001, 851,408 units of Series CEL Preferred Economic Interest and 851,408 units of Series CEL Preferred Voting Interest. As the voting and economic interests in Custom Energy are held by the owners of Series CEL interests issued by Custom Energy Holdings, only KLT Energy Services' Series CEL interests are included in this ITEM. Note 11: Nature of business of Signal Sites Incorporated - Rooftop management agreements with building owners under which Signal Sites may lease or otherwise provide access to wireless service providers for their antennas and other equipment. Signal Sites is an Exempt Telecommunications Company. 15

ITEM 6. OFFICERS AND DIRECTORS Part I: Name, address and position of system company officers and directors at December 31, 2001. NAME ADDRESS POSITION GREAT PLAINS ENERGY INCORPORATED Bernard J. Beaudoin Kansas City, MO CM,P&CEO Dr. David L. Bodde Kansas City, MO D Mark A. Ernst Kansas City, MO D Dr. William K. Hall Chicago, IL D Luis A. Jimenez Stamford, CT D William C. Nelson Kansas City, MO D Dr. Linda H. Talbott Kansas City, MO D Robert H. West Kansas City, MO D William H. Downey Kansas City, MO EVP Andrea F. Bielsker Kansas City, MO VP,CFO&T Jeanie S. Latz Kansas City, MO SVP&S Douglas M. Morgan Kansas City, MO VP Brenda Nolte Kansas City, MO VP William G. Riggins Kansas City, MO GC Neil A. Roadman Kansas City, MO C Andrew B. Stroud, Jr. Kansas City, MO VP GREAT PLAINS POWER INCORPORATED Bernard J. Beaudoin Kansas City, MO CM Dr. David L. Bodde Kansas City, MO D Mark A. Ernst Kansas City, MO D Dr. William K. Hall Chicago, IL D Luis A. Jimenez Stamford, CT D William C. Nelson Kansas City, MO D Dr. Linda H. Talbott Kansas City, MO D Robert H. West Kansas City, MO D Stephen T. Easley Kansas City, MO P&CEO John J. DeStefano Kansas City, MO VP Jeanie S. Latz Kansas City, MO S 16

NAME ADDRESS POSITION KANSAS CITY POWER & LIGHT COMPANY Bernard J. Beaudoin Kansas City, MO CM,P&CEO Dr. David L. Bodde Kansas City, MO D Mark A. Ernst Kansas City, MO D Dr. William K. Hall Chicago, IL D Luis A. Jimenez Stamford, CT D William C. Nelson Kansas City, MO D Dr. Linda H. Talbott Kansas City, MO D Robert H. West Kansas City, MO D Andrea F. Bielsker Kansas City, MO VP,CFO&T Frank L. Branca Kansas City, MO DP&VP William H. Downey Kansas City, MO DP William P. Herdegen III Kansas City, MO VP Jeanie S. Latz Kansas City, MO S Nancy J. Moore Kansas City, MO VP Neil A. Roadman Kansas City, MO C Richard Spring Kansas City, MO VP Bailus M. Tate Kansas City, MO VP KANSAS CITY POWER & LIGHT RECEIVABLES COMPANY Andrea F. Bielsker Kansas City, MO D&P Jeanie S. Latz Kansas City, MO D Peter H. Sorensen New York, NY D Jacquetta L. Hartman Kansas City, MO S&T WOLF CREEK NUCLEAR OPERATING CORPORATION Otto Maynard Burlington, KS CM,P&CEO Rick Muench Burlington, KS VP Mark Larson Burlington, KS C&T Warren Wood Burlington, KS GC Britt McKinney Burlington, KS VP Bernard J. Beaudoin Kansas City, MO D Stephen E. Parr Topeka, KS D David C. Wittig Topeka, KS D HOME SERVICE SOLUTIONS INC. John J. DeStefano Kansas City, MO P&D Jeanie S. Latz Kansas City, MO D Patrice S. Tribble Kansas City, MO D Jacquetta L. Hartman Kansas City, MO S&T 17

NAME ADDRESS POSITION WORRY FREE SERVICE, INC. John J. DeStefano Kansas City, MO P&D Jeanie S. Latz Kansas City, MO D Patrice S. Tribble Kansas City, MO D Jacquetta L. Hartman Kansas City, MO S&T R.S. ANDREWS ENTERPRISES, INC. John J. DeStefano Kansas City, MO CM Frank M. Chamberlain Atlanta, GA CEO&P Jack Dowling Atlanta, GA COO,VP Charles L. Cansler Atlanta, GA CFO,S&T Glen Posladek Atlanta, GA VP Donald L. Allex Atlanta, GA VP Judy D. Potter Atlanta, GA VP Richard G. Roeder, Jr. Atlanta, GA VP Gary J. Anderson Marietta, GA D Patrice S. Tribble Kansas City, MO D Charles M. Berk Atlanta, GA D Gregory Orman Overland Park, KS D Note: Officers and Directors for all Subsidiaries of R.S. Andrews Enterprises, Inc. are the same as listed above for R.S. Andrews Enterprises, Inc. KLT INC. Gregory Orman Overland Park, KS P,CEO&D David Haydon Overland Park, KS VP,GC&S John Grossi Overland Park, KS CFO&T Mark Schroeder Overland Park, KS VP David Bodde Kansas City, MO D Andrew Johnson Minnetonka, MN D James Mitchell Longboat Key, FL D Charles Schellhorn Kansas City, MO D Ron Wasson Blue Springs, MO D KLT INVESTMENTS INC. James Gilligan Kansas City, MO P John Grossi Overland Park, KS CFO&T David Haydon Overland Park, KS S Note: Statutory close corporation with no board of directors. 18

NAME ADDRESS POSITION KLT INVESTMENTS II INC. Gregory Orman Overland Park, KS P John Grossi Overland Park, KS CFO&T David Haydon Overland Park, KS S Note: Statutory close corporation with no board of directors. ENERGETECHS, INC. Ron Wasson Blue Springs, MO D Douglas M. Morgan Kansas City, MO D&P Chuck Tickles Kansas City, MO D Carl Greenway Kansas City, MO D James Gilligan Kansas City, MO D&T Mark English Kansas City, MO S KLT ENERGY SERVICES INC. Gregory Orman Overland Park, KS P Mark Schroeder Overland Park, KS VP John Grossi Overland Park, KS CFO&T David Haydon Overland Park, KS S Note: Statutory close corporation with no board of directors. CUSTOM ENERGY HOLDINGS, L.L.C. Gregory Orman Overland Park, KS P,CEO&MC Jerry McKenna Overland Park, KS VP David Haydon Overland Park, KS S&MC Tim Clemons Overland Park, KS MC Richard Zomnir Pittsburg, PA MC Mark Schroeder Overland Park, KS MC STRATEGIC ENERGY, L.L.C. Richard Zomnir Pittsburg, PA P,CEO&MC Lee McCracken Pittsburg, PA CFO Pat Purdy Pittsburg, PA COO Trevor Lauer Pittsburg, PA VP Wanda Schiller Pittsburg, PA GC&S Ken Kelly Pittsburg, PA C Gregory Orman Overland Park, KS MC David Haydon Overland Park, KS MC Mark Schroeder Overland Park, KS MC 19

NAME ADDRESS POSITION KLT GAS INC. Bruce Selkirk The Woodlands, TX P Charles Dein The Woodlands, TX EVP Lynn Meibos The Woodlands, TX EVP Gary DeGrange The Woodlands, TX VP&C John Grossi Overland Park, KS CFO&T David Haydon Overland Park, KS S Note: Statutory close corporation with no board of directors. APACHE CANYON GAS, L.L.C. Bruce Selkirk The Woodlands, TX P John Grossi Overland Park, KS CFO&T David Haydon Overland Park, KS S Note: Member-managed. FAR GAS ACQUISITIONS CORPORATION Gregory Orman Overland Park, KS D Bruce Selkirk The Woodlands, TX D&P John Grossi Overland Park, KS CFO&T David Haydon Overland Park, KS S FOREST CITY, LLC Bruce Selkirk The Woodlands, TX M Charles Dein The Woodlands, TX M Lynn Meibos The Woodlands, TX M John Grossi Overland Park, KS CFO&T David Haydon Overland Park, KS S FOREST CITY GATHERING, LLC KLT Gas Inc. The Woodlands, TX M KLT GAS OPERATING COMPANY Bruce Selkirk The Woodlands, TX P John Grossi Overland Park, KS CFO&T David Haydon Overland Park, KS S Note: Statutory close corporation with no board of directors. 20

NAME ADDRESS POSITION PATRICK KLT GAS, LLC Patrick Energy Corp. Tulsa, OK M Note: Management committee is inactive. KLT TELECOM INC. Mark Schroeder Overland Park, KS P John Grossi Overland Park, KS CFO&T David Haydon Overland Park, KS S Note: Statutory close corporation with no board of directors. ADVANCED MEASUREMENT SOLUTIONS, INC Gregg Clizer Kansas City, MO D James Gilligan Kansas City, MO D&T Joseph Jacobs Kansas City, MO D&P Mark English Kansas City, MO S COPIER SOLUTIONS, LLC Joseph Jacobs Kansas City, MO M Mark English Kansas City, MO S James Gilligan Kansas City, MO T ECHANNEL Peter Yoakum Seattle, WA P Note: No other information available. MUNICIPAL SOLUTIONS, L.L.C. Gregg Clizer Kansas City, MO MC Joseph Jacobs Kansas City, MO MC James Gilligan Kansas City, MO T&MC Mark English Kansas City, MO S TELEMETRY SOLUTIONS, L.L.C. James Gilligan Kansas City, MO MC&T Mark English Kansas City, MO S Gregg Clizer Kansas City, MO MC Joseph Jacobs Kansas City, MO MC 21

NAME ADDRESS POSITION DTI HOLDINGS, INC. Paul Pierron St. Louis, MO P,CEO&D Dan Davis St. Louis, MO SVP&GC Matt Porterfield St. Louis, MO SVP Steven Hendrix St. Louis, MO SVP Andrew Whipple St. Louis, MO VP&C Eyrl Finley St. Louis, MO VP Phillip Adams St. Louis, MO VP Ken Hager Kansas City, MO D Gregory Orman Overland Park, KS D Mark Schroeder Overland Park, KS D Ronald Wasson Blue Springs, MO D Richard Weinstein Chesterfield, MO D DIGITAL TELEPORT, INC. Paul Pierron St. Louis, MO P&CEO Dan Davis St. Louis, MO SVP&GC Matt Porterfield St. Louis, MO SVP Steven Hendrix St. Louis, MO SVP Andrew Whipple St. Louis, MO VP&C Eyrl Finley St. Louis, MO VP Phillip Adams St. Louis, MO VP Ken Hager Kansas City, MO D Gregory Orman Overland Park, KS D Mark Schroeder Overland Park, KS D Ronald Wasson Blue Springs, MO D Richard Weinstein Chesterfield, MO D DIGITAL TELEPORT NATIONWIDE LLC Dan Davis St. Louis, MO M DIGITAL TELEPORT OF VIRGINIA, INC. Paul Pierron St. Louis, MO P,CEO&D Dan Davis St. Louis, MO SVP,GC&D Mark Schroeder Overland Park, KS D 22

NOTE: Positions are indicated above by the following symbols: AC -- Assistant Controller AGC -- Assistant General Counsel AS -- Assistant Secretary AT -- Assistant Treasurer C -- Controller CEO -- Chief Executive Officer CFO -- Chief Financial Officer CM -- Chairman CMPT -- Comptroller COO -- Chief Operating Officer D -- Director DCS -- Director, Customer Services DP -- Division President EVP -- Executive Vice President GC -- General Counsel GM -- General Manager M -- Manager MC -- Management Committee Member MD -- Managing Director P -- President S -- Secretary SA -- Service Agent SVP -- Senior Vice President T -- Treasurer VP -- Vice President VCM -- Vice Chairman 23

ITEM 6. OFFICERS AND DIRECTORS - Part II: Financial Connections - the following is a list, as of December 31, 2001, of all officers and directors of each System Company who have financial connections within the provisions of Section 17(c) of the Public Utility Holding Company Act of 1935. Position Held in Applicable Name of Officer Name and Location Financial Exemption or Director of Financial Institution Institution Rules - ------------------------------------------------------------------------------------------------------------------------------------ Great Plains Energy Incorporated Robert H. West Commerce Bancshares, Kansas City, MO Director Rule 70 (a) William C. Nelson George K. Baum Trust Company, Kansas City, MO Director Rule 70 (a) Kansas City Power & Light Company Robert H. West Commerce Bancshares, Kansas City, MO Director Rule 70 (c) William C. Nelson George K. Baum Trust Company, Kansas City, MO Director Rule 70 (c) Great Plains Power Incorporated Robert H. West Commerce Bancshares, Kansas City, MO Director Rule 70 (c) William C. Nelson George K. Baum Trust Company, Kansas City, MO Director Rule 70 (c) John J. DeStefano First Federal Bank F.S.B., Kansas City, MO Director Rule 70 (f) 24

ITEM 6. OFFICERS AND DIRECTORS - Part III. Information disclosed in the proxy statement of Great Plains Energy Incorporated, the combined 10-K of Great Plains Energy Incorporated and Kansas City Power & Light Company, and Kansas City Power & Light Company's 10-K/A: Director Compensation. Compensation is paid to non-employee members of the Board. An annual retainer of $24,000 was paid in 2001 ($9,000 of which was used to acquire shares of Great Plains Energy Common stock through Great Plains Energy's Dividend Reinvestment and Direct Stock Purchase Plan on behalf of each non-employee member of the Board). An additional retainer of $3,000 was paid to those non-employee directors serving as chair of a committee. Attendance fees of $1,000 for each Board meeting and $1,000 for each committee meeting attended were also paid in 2001. Directors may defer the receipt of all or part of the cash retainers and meeting fees. Great Plains Energy also provides life and medical insurance coverage for each non-employee member of the Board. The total premiums paid by Great Plains Energy for this coverage for all participating non-employee directors in 2001 was $19,702.00. SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS The following table shows beneficial ownership of Great Plains Energy's common stock by the named executive officers, directors and all directors and officers as of February 28, 2002 except as footnoted below. The total of all shares owned by directors and officers represents less than one percent of the outstanding shares of Great Plains Energy's common stock. With the exception of the Company's Employee Savings Plus Plan which held 5.11% on December 31, 2001, management of Great Plains Energy has no knowledge of any person (as defined by the Securities and Exchange Commission) who owns beneficially more than 5% of Great Plains Energy common stock. Shares of Common Stock Name of Beneficial Owner Beneficially Owned - --------------------------------------------------------------------- Named Executive Officers Bernard J. Beaudoin 5,105(1) William H. Downey 2,000(1) A. Drue Jennings 23,306 Frank L. Branca 16,490(1) Jeanie S. Latz 15,715(1) Douglas M. Morgan 5,089(1) Other Director Nominees David L. Bodde 5,357(2) Mark A. Ernst 1,089 Randall C. Ferguson, Jr. 100(3) William K. Hall 6,310 Luis A. Jimenez 607 James A. Mitchell 1,000 William C. Nelson 888 Linda H. Talbott 6,302 Robert H. West 4,415(4) All Officers and Directors As A Group (27 persons) 166,068(1) 25

(1) Includes shares held in the Great Plains Energy's Employee Savings Plus Plan and exercisable non-qualified stock option grants under the Long-Term Incentive Plan. (2) The nominee disclaims beneficial ownership of 1,000 shares reported and held by nominee's mother. (3) Acquired shares on March 6, 2002. (4) The nominee disclaims beneficial ownership of 1,000 shares reported and held by nominee's wife. EXECUTIVE COMPENSATION The following table contains executive compensation data. Summary Compensation Table Annual Compensation ----------------------------------- Name and Year Salary Bonus All Other Compensation Principal Position ($) ($) ($)(1) - ---------------------------- --------- -------------- -------------- ----------------------- A. Drue Jennings (2) 2001 175,000 0 56,463 Former Chairman of the 2000 500,000 263,968 75,568 Board 1999 475,000 0 67,867 Bernard J. Beaudoin 2001 400,000 0 36,971 Chairman of the Board, 2000 325,000 162,535 33,174 President and Chief 1999 290,000 0 20,894 Executive Officer Frank L. Branca 2001 200,000 0 26,135 Vice President - 2000 190,000 80,775 21,624 Generation Services-KCPL 1999 155,000 0 19,502 and President KCPL Power Division William H. Downey (3) 2001 250,000 0 5,645 Executive Vice President 2000 65,000 54,000 698 GPE and President KCPL Delivery Division Jeanie S. Latz 2001 200,000 0 27,145 Senior Vice President 2000 180,000 83,506 19,121 Corporate Services and 1999 152,000 0 17,819 Secretary Douglas M. Morgan 2001 190,000 0 20,990 Vice President - 2000 175,000 67,326 18,524 Information Technology and 1999 160,000 0 16,828 Support Services 26

(1) For 2001, amounts include: o Flex dollars under the Flexible Benefits Plan: Jennings - $16,914; Beaudoin - $15,618; Branca - $16,922; Downey - $3,362; Latz - $16,092; and Morgan - $15,677. o Deferred Flex Dollars: Jennings - $25,738; Beaudoin - $12,509; and Downey-- $910 o Above-market interest paid on deferred compensation: Jennings - $8,780; Beaudoin - $3,771; Branca - $3,196; Downey - $1,144; and Latz - $4,986. o Great Plains Energy contribution under the Great Plains Energy Employee Savings Plus Plan: Jennings - $5,031; Beaudoin - $5,073; Branca - $5,261; Downey - - $229; Latz - $5,254; and Morgan - $5,313 o Contribution to Deferred Compensation Plan: Branca - $756; and Latz - $813. (2) Mr. Jennings retired from the Company in May 2001. (3) Mr. Downey was employed as Executive Vice President-KCPL and President-KCPL Delivery effective September 25, 2000. Stock Options The Company has a long-term incentive plan that permits the grant of restricted stock, stock options, limited stock appreciation rights and performance shares to officers and other employees of the Company and its subsidiaries. The maximum number of shares of Great Plains Energy common stock that may be issued under the plan is 3.0 million. Stock Options Granted 1992-1996 The exercise price of stock options granted equaled the market price of the Company's common stock on the grant date. One-half of all options granted vested one year after the grant date, the other half vested two years after the grant date. An amount equal to the quarterly dividends paid on Great Plains Energy's common stock shares (dividend equivalents) accrues on the options for the benefit of option holders. The option holders are entitled to stock for their accumulated dividend equivalents only if the options are exercised when the market price is above the exercise price. At December 31, 2001, the market price of Great Plains Energy's common stock was $25.20, which exceeded the grant price for two of the three years that options granted were still outstanding. Unexercised options expire ten years after the grant date. KCP&L follows Accounting Principles Board (APB) Opinion 25, "Accounting for Stock Issued to Employees" and related interpretations in accounting for this plan. KCP&L recognizes annual expense equal to accumulated and reinvested dividends plus the impact of the change in stock price since the grant date. KCP&L expensed $(0.3) million in 2001, $1.1 million in 2000 and $(1.1) million in 1999. Even though KCP&L follows APB Opinion 25, SFAS No. 123, "Accounting for Stock-Based Compensation" requires certain disclosures regarding expense and value of options granted using the fair-value method. KCP&L has expensed approximately the same amount as required by FASB 123. For options outstanding at December 31, 2001, grant prices range from $20.6250 to $26.1875 and the weighted-average remaining contractual life is 3.6 years. 27

Stock option activity over the last three years is summarized below: 2001 2000 1999 Shares Price Shares Price Shares Price ------ ----- ------ ----- ------ ----- Outstanding at January 1 88,500 $23.57 89,875 $23.57 97,875 $23.41 Exercised 31,125 23.27 (1,375) 23.88 - - Cancelled - - - - (8,000) 21.63 - --------------------------- --------- -------- ---------- ---------------------- Outstanding at December 31 57,375 $23.73 88,500 $23.57 89,875 $23.57 - --------------------------- --------- -------- ---------- ---------------------- Exercisable as of December 31 57,375 $23.73 88,500 $23.57 89,875 $23.57 - --------------------------- --------- -------- ---------- ---------------------- Stock Options Granted 2001 In 2001, 193,000 stock options were granted under the plan at the fair market value of the shares on the grant date. The options vest three years after the grant date and expire in ten years if not exercised. Exercise prices range from $25.32 to $25.98. Great Plains Energy follows APB Opinion 25 to account for these options. No compensation cost is recognized because the option exercise price is equal to the market price of the underlying stock on the date of grant. Had compensation cost for the plan been recorded based on the fair value at the grant dates for awards as prescribed by SFAS No.123, pro forma net income and earnings per share would not have been materially different than reported for 2001. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used to estimate the fair value of options granted in 2001: dividend yield of 6.37%; expected stock price volatility of 25.879%; risk-free interest rate of 5.53% and expected life of option of 9.2 years. In 2001, 144,500 performance shares were awarded. The issuance of performance shares is contingent upon achievement, over a four-year period, of company and individual performance goals. Performance shares have an intrinsic value equal to the market price of a share on the date of grant. Pursuant to APB 25, expense is accrued for performance shares over the period services are performed, if attainment of the performance goals appears probable. As a result of the Company's 2001 results of operations, no compensation expense was recognized in 2001 related to the performance shares. OPTION/SAR GRANTS IN THE LAST FISCAL YEAR Individual Grants ------------------------------------------------------------------------ Name Number of Percent of Total Exercise Expiration Grant Securities Options/SARs Underlying Granted To or Base Date Options/SAR Employees in Price Present Granted (#) Fiscal Year ($/sh) Date Value $(1) - ------------------------- ------------------ -------------------- --------------- -------------- ----------------- Bernard J. Beaudoin 55,000 28 % $ 25.55 2/6/2011 $ 208,441 Frank L. Branca 6,000 3 % $ 25.55 2/6/2011 $ 22,739 William H. Downey 20,000 10 % $ 25.55 2/6/2011 $ 75,797 Jeanie S. Latz 13,000 7 % $ 25.55 2/6/2011 $ 49,268 Douglas M. Morgan 6,000 3 % $ 25.55 2/6/2011 $ 22,739 28

(1) The grant date valuation was calculated by using the binomial option pricing formula, a derivative of the Black-Scholes model. The underlying assumptions used to determine the present value of the option were as follows: Annualized stock volatility: .25879 Time of exercise (option term): 10 years Risk free interest rate: 5.53% Stock price at grant: $ 25.55 Exercise price: $ 25.55 Average dividend yield: 6.37% AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES Shares Acquired on Value Number of Unexercised Value of Unexercised Exercise Realized Options/SARs at Fiscal In-the-Money Options/SARs Name (#)(1) ($)(1) Year End (#) at Fiscal Year End ($) - --------------------------------- ----------------------------------------------- ---------------------------------- Exercisable Unexercisable Exercisable Unexercisable - --------------------------------- ---------------------------- ------------------ --------------- ------------------ Frank L. Branca 31,165 $ 365,439 11,000 6,000 $ 19,731 $ -2,100 (1) Includes dividends that accrued on options and were reinvested. LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR Number of Performance or Shares, Units Other Period or Other Rights Until Maturation or Name (#) Payout - -------------------------------------------------- --------------------------- Bernard J. Beaudoin 40,000 shares 4 years ending 2004 Frank L. Branca 10,000 shares 4 years ending 2004 William H. Downey 15,000 shares 4 years ending 2004 Jeanie S. Latz 10,000 shares 4 years ending 2004 Douglas M. Morgan 5,000 shares 4 years ending 2004 The awards of performance shares are subject to the achievements of a four-year EVA(R)(1) target and certain individual performance goals for each officer during the four-year period. Performance share awards are credited to a performance share account maintained for each participant. If at the end of the four year period the goals have been achieved and the EVA(R) target has been met, a participant will receive one share of common stock for each performance share received. (1) EVA(R)is a registered trademark of Stern Stewart & Co. in the United States of America, France, the United Kingdom, Canada, Australia and Mexico. 29

GREAT PLAINS ENERGY PENSION PLANS Great Plains Energy has a non-contributory pension plan (the "Great Plains Energy Pension Plan") for its management employees, including executive officers of Great Plains Energy, providing for benefits upon retirement, normally at age 65. In addition, an unfunded deferred compensation plan provides a supplemental retirement benefit for executive officers. The following table shows examples of single life option pension benefits (including unfunded supplemental retirement benefits) payable upon retirement at age 65 to the named executive officers: Annual Pension for Years of Service Indicated ----------------------------------------------------------------------------- Average Annual Base Salary for Highest 36 Months - ---------------------------------- ----------------------------------------------------------------------------- 15 20 25 30 or more - ---------------------------------- -------------- -------------- -------------- -------------- 150,000 45,000 60,000 75,000 90,000 200,000 60,000 80,000 100,000 120,000 250,000 75,000 100,000 125,000 150,000 300,000 90,000 120,000 150,000 180,000 350,000 105,000 140,000 175,000 210,000 400,000 120,000 160,000 200,000 240,000 450,000 135,000 180,000 225,000 270,000 500,000 150,000 200,000 250,000 300,000 Each eligible employee with 30 or more years of credited service, or whose age and years of service add up to 85, is entitled to a total monthly annuity equal to 50% of their average base monthly salary for the period of 36 consecutive months in which their earnings were highest. The monthly annuity will be proportionately reduced if their years of credited service are less than 30. The compensation covered by the Great Plains Energy Pension Plan - base monthly salary - excludes any bonuses and other compensation. The Great Plains Energy Pension Plan provides that pension amounts are not reduced by Social Security benefits. The estimated credited years of service for the named executive officers in the Summary Compensation table are as follows: Credited Officer Years of Service - ------------------------------ ------------------------------ Bernard J. Beaudoin 21 years Frank L. Branca 30 years William H. Downey 8 months Jeanie S. Latz 20 years Douglas M. Morgan 23 years Eligibility for supplemental retirement benefits is limited to officers selected by the Compensation Committee of the Board; all the named executive officers are participants. The annual target retirement benefit payable at the normal retirement date is equal to 2% of highest average earnings, as defined, for each year of credited service up to 30 (maximum of 60% of highest average earnings). The actual retirement benefit paid equals the target retirement benefit less retirement benefits payable under the management pension plan. A liability accrues each year to cover the estimated cost of future supplemental benefits. The Internal Revenue Code imposes certain limitations on pensions that may be paid under tax qualified pension plans. In addition to the supplemental retirement benefits, the amount by which pension benefits exceed the limitations will be paid outside the qualified plan and accounted for by Great Plains Energy as an operating expense. 30

GREAT PLAINS ENERGY SEVERANCE AGREEMENTS Great Plains Energy has severance agreements ("Great Plains Energy Severance Agreements") with certain of its senior executive officers, including the named executives, to ensure their continued service and dedication to Great Plains Energy and their objectivity in considering on behalf of Great Plains Energy any transaction which would change the control of Great Plains Energy. Under the Great Plains Energy Severance Agreements, a senior executive officer would be entitled to receive a lump-sum cash payment and certain insurance benefits during the three-year period after a Change in Control, (or, if later, the three-year period following the consummation of a transaction approved by Great Plains Energy's Shareholders constituting a Change in Control) if the officer's employment was terminated by: o Great Plains Energy other than for cause or upon death or disability; o the senior executive officer for "Good Reason" (as defined in the Great Plains Energy Severance Agreements); and o the senior executive officer for any reason during a 30-day period commencing one year after the Change in Control or, if later, commencing one year following consummation of a transaction approved by Great Plains Energy's shareholders constituting a change in control (a "Qualifying Termination"). A Change in Control is defined as: o an acquisition by a person or group of 20% or more of the Great Plains Energy common stock (other than an acquisition from or by Great Plains Energy or by a Great Plains Energy benefit plan); o a change in a majority of the Board; and o approval by the shareholders of a reorganization, merger or consolidation (unless shareholders receive 60% or more of the stock of the surviving Company) or a liquidation, dissolution or sale of substantially all of Great Plains Energy's assets. Upon a Qualifying Termination, Great Plains Energy must make a lump-sum cash payment to the senior executive officer of: o the officer's base salary through the date of termination; o a pro-rated bonus based upon the average of the bonuses paid to the officer for the last five fiscal years; o any accrued vacation pay; o two or three times the officer's highest base salary during the prior 12 months; o two or three times the average of the bonuses paid to the officer for the last five fiscal years; o the actuarial equivalent of the excess of the officer's accrued pension benefits including supplemental retirement benefits computed without reduction for early retirement and including two or three additional years of benefit accrual service, over the officer's vested accrued pension benefits; and o the value of any unvested Great Plains Energy contributions for the benefit of the officer under the Great Plains Energy Employee Savings Plus Plan. In addition, Great Plains Energy must offer health, disability and life insurance plan coverage to the officer and his dependents on the same terms and conditions that existed immediately prior to the Qualifying Termination for two or three years, or, if earlier, until the senior executive officer is covered by equivalent plan benefits. Great Plains Energy must make certain "gross-up" payments regarding tax obligations relating to payments under the Great Plains Energy Severance Agreements as well as provide reimbursement of certain expenses relating to possible disputes that might arise. Payments and other benefits under the Great Plains Energy Severance Agreements are in addition to balances due under the Great Plains Energy Long- and Short-Term Incentive Plan. Upon a Change in Control (as defined in the Great Plains Energy Long-Term Incentive Plan), all stock options granted in tandem with limited stock appreciation rights will be automatically exercised. 31

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On September 30, 2000, KLT Energy Services exercised an option to purchase 1,411,765 shares of Bracknell Corporation (Bracknell) common stock owned by Reardon Capital, L.L.C. (Reardon). KLT Energy Services received 1,136,789 common shares of Bracknell at $4.25 per share and a warrant to purchase the remaining 274,976 shares at an exercise price of $4.25 per share. On that date, the closing price of Bracknell stock was $6.80 per share. Reardon had granted the option to KLT Energy Services in connection with the acquisition by Bracknell of an investment owned by KLT Energy Services and Reardon. In May 2001, KLT Energy Services exercised its warrant for 274,976 shares at $4.25 per share and sold 278,600 shares of Bracknell common stock in June 2001 at $4.48 per share. KLT Energy Services classified its investment in Bracknell as a trading security and reflected such investment at its market price. At December 31, 2000, the market value of KLT Energy Services' investment in Bracknell was $6.2 million or $5.56 per Bracknell share. In November 2001, Bracknell common stock ceased trading at a last sale price of $0.13 per share. As a result, during 2001, KLT Energy Services wrote off its investment in Bracknell. Gregory Orman, President and Chief Executive Officer of KLT Energy Services owns 55% of the membership interests of Reardon in addition to 740,000 common shares (approximately 1%) of Bracknell. At December 31, 2001, Bracknell common stock is no longer traded. In January of 1997, KLT Energy Services acquired approximately 71% of Custom Energy from Environmental Lighting Concepts. In February of 1999, Custom Energy acquired 100% of the outstanding ownership interest in Strategic Energy in exchange for 25% of the ownership interest in Custom Energy. Through a series of transactions, KLT Energy Services has increased its indirect ownership position in Strategic Energy to approximately 83% as of December 31, 2001. Environmental Lighting Concepts continues to own a 5.8% indirect ownership interest in Strategic Energy. Gregory Orman holds a 67% interest in Environmental Lighting Concepts. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board is composed of three independent directors. The Compensation Committee establishes and administers the policies and plans that govern compensation for the executive officers of Great Plains Energy. The Compensation Committee's recommendations are subject to approval by non-employee members of the Board. The Compensation Committee has not adopted a policy concerning the Internal Revenue Service's rules on the deductibility of compensation in excess of $1,000,000. The executive compensation for Great Plains Energy's executive officers in 2001 was designed to attract and keep talented, key executives critical to Great Plains Energy's long-term success in a deregulated market and to support a performance-oriented environment. Base salaries in 2001 were established on the basis of: o job responsibilities and complexity; o individual performance under established guidelines; and o competitiveness for comparable positions in companies of similar size within the industry. The Compensation Committee also compared total executive compensation packages with national compensation surveys including data prepared for the Edison Electric Institute ("EEI") by Towers Perrin. The Great Plains Energy Long- and Short-Term Incentive Compensation Plan (the "Incentive Plan") for executive officers based on Economic Value Added (EVA(R)) was designed to align the interests of management with shareholders. If shareholder value is increased by the amount of the annual EVA(R) goal, bonuses are paid at a target level that varies to reflect a participant's level of responsibility. A minimum level of EVA(R) improvement has to be achieved before any bonus is awarded. EVA(R) improvement above the annual goal results in payouts above the target level. In 2001, the EVA(R) goal was below the minimum level, and as a result no bonuses were paid. 32

Chief Executive Officer In determining the base salary for Bernard J. Beaudoin, the Chief Executive Officer of Great Plains Energy in 2001, the Compensation Committee considered: o financial performance of Great Plains Energy; o cost and quality of services provided; o leadership in enhancing the long-term value of Great Plains Energy; and o relevant salary data including information supplied Directors' and Executive Officers' rights to Indemnity The state laws under which each of the System companies is incorporated provide broadly for indemnification of directors and officers against claims and liabilities against them in their capacities as such. Each of the System companies' charters or by-laws also provides for indemnification of directors and officers. Each of such company's articles of incorporation, charters, by-laws, or regulations identifying these rights to indemnify are incorporated by reference or contained herein as exhibits. In addition, the directors and officers of Great Plains Energy and subsidiaries are insured under one or more directors' and officers' liability policies. Great Plains Energy and one or more of its subsidiaries have entered into standard forms of indemnity agreements with their respective officers and directors. 33

ITEM 7. CONTRIBUTION AND PUBLIC RELATIONS (1) Kansas City Power & Light Company has established a political action committee and has incurred, in accordance with the provisions of the Federal Election Campaign Act, certain costs for the administration of such committees. (2) Expenditures, disbursements, or payments, in money, goods or services, directly or indirectly to or for the account of any citizens group, or public relations counsel were as follows during the reporting period of October 1, 2001 to December 31, 2001: Name of Company Name of Recipient Purpose Account Charged Amount Beneficiary - ------------------------------------- ---------------------------- ------------------- ------------------ ------------- Kansas City Power & Light Company Country Club Plaza Merchants Assoc. Community activity A&G Expense $ 90,000 Kansas City Power & Light Company Folly Theatre Community activity A&G Expense $ 10,000 Less than $10,000 -19 Community Kansas City Power & Light Company beneficiaries activities A&G Expense $ 56,638 Kansas State Wolf Creek Nuclear Operating Less than $10,000 -1 government Income Corporation beneficiary relations deductions $ 6,031 34

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Contracts for services, including engineering or construction services, or goods supplied or sold between System companies during the reporting period of October 1, 2001 to December 31, 2001 are as follows: Serving Receiving Compensation Transaction Company Company (thousands) - ------------------------------- ---------------------------------- ----------------------------------- --------------- - ------------------------------- ---------------------------------- ----------------------------------- --------------- Misc. services and materials Kansas City Power & Light Company Great Plains Energy Incorporated $ 49 (Note 1) Misc. services and materials Kansas City Power & Light Company Great Plains Power Incorporated $ 877 (Note 1) Misc. services and materials Kansas City Power & Light Company KLT Inc. (Note 2) $ 74 Executive management Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 14 General management Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 18 Legal Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 18 Customer relations Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 11 Marketing Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 16 Quality assurance Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 31 Provider relations Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 14 Accounting Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 29 Information technology Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 17 Admin. and other Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 3 Third party invoices Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 577 Corporate overhead Kansas City Power & Light Company Worry Free Service, Inc. (Note 3) $ 125 Executive management Kansas City Power & Light Company Home Service Solutions Inc. $ 24 (Note 3) Corporate overhead Kansas City Power & Light Company Home Service Solutions Inc. $ 26 (Note 3) (Note 4) R.S. Andrews Enterprises, Inc. (Note 4) (Note 4) Investment management KLT Inc. KLT Energy Services Inc. (Note 1) $ 7 Investment management KLT Inc. KLT Telecom Inc. (Note 1) $ 199 Investment management KLT Inc. KLT Investments Inc. (Note 1) $ 3 Investment management KLT Inc. KLT Investments II Inc. (Note 1) $ 1 Investment management KLT Inc. KLT Gas Inc. (Note 1) $ 40 Note 1: Provided under informal arrangements. Provision of goods and services are authorized by Commission order (HCAR 27436). Note 2: Provided under contracts dated February 18, 1993 and August 6, 2001, in effect as of December 31, 2001. Note 3: Provided under contracts dated September 4, 1998, in effect as of December 31, 2001. Note 4: R.S. Andrews Enterprises, Inc. provides for its subsidiaries, services including finance, accounting, human resource, fleet management, information technology, new business development, legal and insurance. During the period of October 1, 2001 through December 31, 2001, no direct or indirect charges or costs of capital were billed by R.S. Andrews Enterprises, Inc. to any of its subsidiaries. 35

Part II. Contracts to purchase services or goods during the reporting period of October 31, 2001 to December 31, 2001 from any affiliate (other than a System company) or from a company in which any officer or director of the receiving company is a partner or owns 5 percent of more of any class of equity securities. Patrick Energy Corp. is a 50% member and the manager of Patrick KLT Gas, LLC. Pursuant to the operating agreement of Patrick KLT Gas, LLC, dated as of January 14, 2000, the manager provides management and operational services, and goods, to Patrick KLT Gas, LLC. In the reporting period nothing was paid on account of such services or goods. Part III. The System companies do not employ any other person for the performance on a continuing basis of management, supervisory or financial advisory services. ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Neither Great Plains Energy Incorporated or any its subsidiaries held any interest in an exempt wholesale generator or a foreign utility company during the reporting period of October 1, 2001 to December 31, 2001. 36

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Consolidated Financial Statements and Notes 1 through 19 to the Consolidated Financial Statements are incorporated herein by reference, in Exhibit A-1, in the combined Annual Report of Great Plains Energy Incorporated and Kansas City Power & Light Company on Form 10-K for the year 2001, as amended by Form 10-K/A. (Item 8. Consolidated Financial Statements). The financial statements of inactive subsidiaries, and of subsidiaries which cannot be obtained are omitted. By permission of the Staff of the Commission, consolidating cash flows are not presented for the following companies. These companies are included in the consolidated cash flows of Home Service Solutions, Inc. Worry Free Service, Inc. R.S. Andrews Enterprises, Inc. RSA Services Termite & Pest Control, Inc. R.S. Andrews Enterprises of Alabama, Inc. R.S. Andrews Enterprises of Charleston, Inc. R.S. Andrews Enterprises of Columbus, Inc. R.S. Andrews Enterprises of Dallas, Inc. R.S. Andrews Enterprises of Kansas, Inc. R.S. Andrews Enterprises of South Carolina, Inc. R.S. Andrews of Chattanooga, Inc. R.S. Andrews of Fairfax, Inc. R.S. Andrews of Maryland, Inc. R.S. Andrews Services, Inc. R.S. Andrews of Stuart II, Inc. R.S. Andrews of Tidewater, Inc. R.S. Andrews of Wilmington, Inc. R.S. Andrews of Jonesboro, Inc. R.S. Andrews Enterprises of Virginia, Inc. R.S. Andrews Enterprises of Tennessee, Inc. By permission of the Staff of the Commission, consolidating cash flows are not presented for the following companies. These companies are included in the consolidated cash flows of KLT Inc. KLT Investments Inc. KLT Investments II Inc. KLT Energy Services Inc. Custom Energy Holdings, L.L.C. Strategic Energy, L.L.C. KLT Gas Inc. Apache Canyon Gas, L.L.C. FAR Gas Acquisitions Corporation Forest City, LLC Forest City Gathering, LLC KLT Gas Operating Company Patrick KLT Gas, LLC KLT Telecom Inc. Advanced Measurement Solutions, Inc. Copier Solutions, LLC eChannel, Inc. 37

Municipal Solutions, L.L.C. Telemetry Solutions, L.L.C. Globalutilityexchange.com, LLC DTI Holdings, Inc. Digital Teleport, Inc. Digital Teleport Nationwide LLC Digital Teleport of Virginia, Inc. Exhibits F-1 The consent of the independent accountants as to their opinion on the consolidated financial statements and the footnotes of Great Plains Energy Incorporated and Subsidiaries for the year ended December 31, 2001 is included in Exhibit F-1. F-2 The consent of the independent accountants as to their opinion on the financial statements of DTI Holdings, Inc. and Subsidiaries for the year ended December 31, 2001 is included in Exhibit F-2. F-3 Consolidating Financial Statements of Great Plains Energy Incorporated for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-4 Consolidating Financial Statements of KLT Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-5 Consolidating Financial Statements of KLT Energy Services Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-6 Consolidating Financial Statements of KLT Telecom Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-7 Consolidating Financial Statements of KLT Gas Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-8 Consolidating Financial Statements of Home Service Solutions Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-9 Classified plant accounts and related depreciation or amortization reserve schedules included in the FERC Form No.1 of KCP&L. (Filed on Form SE) F-10 Financial Statements of Kansas City Power & Light Receivables Company for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-11 Annual Report of Wolf Creek Nuclear Operating Corporation for the year ended December 31, 2001. (Filed on Form SE) F-12 The chart of accounts of KLT Inc. and its subsidiaries as of December 31, 2001 (pursuant to Rule 26 (b)). (Filed on Form SE) F-13 The chart of accounts of R.S. Andrews Enterprises Inc. and its subsidiaries as of December 31, 2001 (pursuant to Rule 26 (b)). (Filed on Form SE) 38

EXHIBITS Copies of the documents listed below which are identified with an asterisk (*) have heretofore been filed with the SEC and are incorporated herein by reference and made a part hereof. Exhibits not so identified are filed herewith unless otherwise stated. Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- A-1* Combined Annual Reports of Great Plains Energy Incorporated and of Kansas City Power & Light Company on Form 10-K for the year ended December 31, 2001, as amended by Form 10-K/A. (File Nos. 001-00707 and 000-33207) B-1* Articles of Incorporation of Great Plains Energy Incorporated dated March 13, 2001 (Exhibit 3.i to Form 8-K filed October 1, 2001, File No. 000-33207) B-2* Bylaws of Great Plains Energy Incorporated dated March 13, 2001 (Exhibit 3.ii to Form 8-K filed October 1, 2001, File No. 000-33207) B-3* Restated Articles of Consolidation of Kansas City Power & Light Company, as amended October 1, 2001 (Exhibit 3-(i) to Form 10-Q for quarter ended September 30, 2001, File No. 001-00707) B-4* Bylaws of Kansas City Power & Light Company, as amended and in effect on November 7, 2000 (Exhibit 3-b to Form 10-K for the year ended December 31, 2000, File No. 001-00707) B-5 Articles of Incorporation of Great Plains Power Incorporated (filed on Form SE) B-6 Bylaws dated February 6, 2001 of Great Plains Power Incorporated (filed on Form SE) B-7 Articles of Incorporation as amended February 4, 2000 of Kansas City Power & Light Receivables Company (filed on Form SE) B-8 Bylaws of Kansas City Power & Light Receivables Company (filed on Form SE) B-9 Amended and Restated Certificate of Incorporation dated December 30, 1993 of Wolf Creek Nuclear Operating Corporation (filed on Form SE) B-10 Bylaws as amended December 1, 1993 of Wolf Creek Nuclear Operating Corporation (filed on Form SE) B-11 Certificate of Amendment to Articles of Incorporation of Home Service Solutions Inc. (filed on Form SE) B-12 Bylaws dated May 7, 1998 of Home Service Solutions, Inc. (filed on Form SE) B-13 Certificate of Amendment to Articles of Incorporation of Worry Free Service, Inc. (filed on Form SE) B-14 Bylaws dated January 29, 1997 of Worry Free Service, Inc. 39

Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- B-15 Certificate of Incorporation dated May 22, 1998 of R.S. Andrews Enterprises, Inc. (filed on Form SE) B-16 Bylaws of R.S. Andrews Enterprises, Inc. (filed on Form SE) B-17 Articles of Incorporation as amended July 31, 1998 of R.S. Andrews Termite & Pest Control, Inc. (filed on Form SE) B-18 Bylaws of R.S. Andrews Termite & Pest Control, Inc. (filed on Form SE) B-19 Articles of Incorporation of R.S. Andrews Enterprises of Alabama, Inc. (filed on Form SE) B-20 Bylaws of R.S. Andrews Enterprises of Alabama, Inc. (filed on Form SE) B-21 Articles of Incorporation of R.S. Andrews Enterprises of Charleston, Inc. (filed on Form SE) B-22 Bylaws of R.S. Andrews Enterprises of Charleston, Inc. (filed on Form SE) B-23 Articles of Incorporation of R.S. Andrews Enterprises of Columbus, Inc. (filed on Form SE) B-24 Bylaws of R.S. Andrews Enterprises of Columbus, Inc. (filed on Form SE) B-25 Articles of Incorporation of R.S. Andrews Enterprises of Dallas, Inc. (filed on Form SE) B-26 Bylaws of R.S. Andrews Enterprises of Dallas, Inc. (filed on Form SE) B-27 Articles of Incorporation of R.S. Andrews Enterprises of Kansas, Inc. (filed on Form SE) B-28 Bylaws of R.S. Andrews Enterprises of Kansas, Inc. (filed on Form SE) B-29 Articles of Incorporation of R.S. Andrews Enterprises of South Carolina, Inc. (filed on Form SE) B-30 Bylaws of R.S. Andrews Enterprises of South Carolina, Inc. (filed on Form SE) B-31 Articles of Incorporation of R.S. Andrews of Chattanooga, Inc. (filed on Form SE) B-32 Bylaws of R.S. Andrews of Chattanooga, Inc. (filed on Form SE) B-33 Articles of Incorporation of R.S. Andrews of Fairfax, Inc. (filed on Form SE) B-34 Bylaws of R.S. Andrews of Fairfax, Inc. (filed on Form SE) B-35 Articles of Incorporation of R.S. Andrews of Maryland, Inc. (filed on Form SE) B-36 Bylaws of R.S. Andrews of Maryland, Inc. (filed on Form SE) B-37 Articles of Incorporation of R.S. Andrews Services, Inc. (filed on Form SE) B-38 Bylaws of R.S. Andrews Services, Inc. (filed on Form SE) 40

Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- B-39 Articles of Incorporation of R.S. Andrews of Stuart II, Inc. (filed on Form SE) B-40 Bylaws of R.S. Andrews of Stuart II, Inc. (filed on Form SE) B-41 Articles of Incorporation of R.S. Andrews of Tidewater, Inc. (filed on Form SE) B-42 Bylaws of R.S. Andrews of Tidewater, Inc. (filed on Form SE) B-43 Articles of Incorporation of R.S. Andrews of Wilmington, Inc. (filed on Form SE) B-44 Bylaws of R.S. Andrews of Wilmington, Inc. (filed on Form SE) B-45 Articles of Incorporation of R.S. Andrews of Jonesboro, Inc. (filed on Form SE) B-46 Bylaws of R.S. Andrews of Jonesboro, Inc. (filed on Form SE) B-47 Articles of Incorporation of R.S. Andrews Enterprises of Virginia, Inc. (filed on Form SE) B-48 Bylaws of R.S. Andrews Enterprises of Virginia, Inc. (filed on Form SE) B-49 Articles of Incorporation of R.S. Andrews Enterprises of Tennessee, Inc. (filed on Form SE) B-50 Bylaws of R.S. Andrews Enterprises of Tennessee, Inc. (filed on Form SE) B-51 Amended and Restated Articles of Incorporation of Premier Service Systems, Inc. (filed on Form SE) B-52 Articles of Dissolution of Premier Service Systems, Inc. dated December 31, 2001 (filed on Form SE) B-53 Bylaws of Premier Service Systems, Inc. (filed on Form SE) B-54 Articles of Incorporation of RSA Services of Florida, Inc. (filed on Form SE) B-55 Articles of Dissolution of RSA Services of Florida, Inc. dated December 31, 2001 (filed on Form SE) B-56 Articles of Incorporation of R.S. Andrews of DeSoto, Inc. (filed on Form SE) B-57 Articles of Dissolution of R.S. Andrews of DeSoto, Inc. dated December 31, 2001 (filed on Form SE) B-58 Articles of Incorporation of R.S. Andrews Enterprises of Florida, Inc. (filed on Form SE) B-59 Articles of Incorporation of R.S. Andrews of Grapevine, Inc. B-60 Articles of Dissolution of R.S. Andrews of Grapevine, Inc. dated December 31, 2001 (filed on Form SE) B-61 Articles of Incorporation of R.S. Andrews Home Warranty of Florida, Inc. (filed on Form SE) 41

Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- B-62 Articles of Dissolution of R.S. Andrews Home Warranty of Florida, Inc. dated December 31, 2001 (filed on Form SE) B-63 Articles of Incorporation of R.S. Andrews Home Warranty of Texas, Inc. (filed on Form SE) B-64 Articles of Dissolution of R.S. Andrews Home Warranty of Texas, Inc. dated December 31, 2001 (filed on Form SE) B-65 Articles of Incorporation of R.S. Andrews of Orlando, Inc. (filed on Form SE) B-66 Articles of Dissolution of R.S. Andrews of Orlando, Inc. dated December 31, 2001 (filed on Form SE) B-67 Articles of Incorporation of R.S. Andrews of Palm Beach, Inc. (filed on Form SE) B-68 Bylaws of R.S. Andrews of Palm Beach, Inc. (filed on Form SE) B-69 Articles of Incorporation of R.S. Andrews of Sacramento, Inc. (filed on Form SE) B-70 Articles of Dissolution of R.S. Andrews of Sacramento, Inc. dated December 31, 2001 (filed on Form SE) B-71 Articles of Incorporation of R.S. Andrews Showcase of Atlanta, Inc. (filed on Form SE) B-72 Articles of Dissolution of R.S. Andrews Showcase of Atlanta, Inc. dated December 31, 2001 (filed on Form SE) B-73 Articles of Incorporation of R.S. Andrews of Florida, Inc. (filed on Form SE) B-74 Bylaws of R.S. Andrews of Florida, Inc. (filed on Form SE) B-75 Articles of Incorporation of R.S. Andrews of Grand Prairie, Inc. (filed on Form SE) B-76 Articles of Incorporation of R.S. Andrews of Stuart I, Inc. (filed on Form SE) B-77 Articles of Dissolution of R.S. Andrews of Stuart I, Inc. dated December 31, 2001 (filed on Form SE) B-78 Bylaws of R.S. Andrews of Stuart I, Inc. (filed on Form SE) B-79 Articles of Incorporation of R.S. Andrews Enterprises of Topeka, Inc. (filed on Form SE) B-80 Articles of Dissolution of R.S. Andrews Enterprises of Topeka, Inc. dated December 31, 2001 (filed on Form SE) B-81 Articles of Incorporation of R.S. Andrews of Vero Beach, Inc. (filed on Form SE) B-82 Articles of Dissolution of R.S. Andrews of Vero Beach, Inc. dated December 31, 2001 (filed on Form SE) B-83 Articles of Incorporation, with amendments, of KLT Inc. (filed on Form SE) 42

Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- B-84 Bylaws of KLT Inc., as amended through February 12, 2001 (filed on Form SE) B-85 Amended Articles Accepting Close Corporation Law dated May 22, 2000 of KLT Investments Inc. (filed on Form SE) B-86 Amended and Restated Bylaws of KLT Investments Inc. (filed on Form SE) B-87 Amended Articles Accepting Close Corporation Law dated May 31, 2000 of KLT Investments II Inc. (filed on Form SE) B-88 Amended and Restated Bylaws of KLT Investments II Inc. B-89 Certificate of Incorporation dated April 25, 1997 of Energetechs, Inc. (filed on Form SE) B-90 Bylaws of Energetechs, Inc. (filed on Form SE) B-91 Amended Articles Accepting Close Corporation Law dated May 19, 2000 of KLT Energy Services Inc. (filed on Form SE) B-92 Bylaws of KLT Energy Services Inc., as amended through July 3, 2000 (filed on Form SE) B-93 Certification of Formation, with amendments, of Custom Energy Holdings, LLC (filed on Form SE) B-94 Amended and Restated Limited Liability Company Agreement dated December 31, 1999 of Custom Energy Holdings, LLC (filed on Form SE) B-95 Certificate of Formation dated September 24, 1998 of Strategic Energy, LLC (filed on Form SE) B-96 Amended and Restated Limited Liability Company Agreement of Strategic Energy, LLC (filed on Form SE) B-97 Amended Articles Accepting Close Corporation Law dated May 31, 2000 of KLT Gas Inc. (filed on Form SE) B-98 Amended and Restated Bylaws of KLT Gas Inc. (filed on Form SE) B-99 Certificate of Formation dated December 19, 1995 of Apache Canyon Gas, LLC (filed on Form SE) B-100 Amended and Restated Operating Agreement dated March 17, 1999 of Apache Canyon Gas, LLC (filed on Form SE) B-101 Articles of Incorporation, with amendments, of Far Gas Acquisition Corporation (filed on Form SE) B-102 Amended and Restated Bylaws of Far Gas Acquisition Corporation (filed on Form SE) B-103 Certificate of Formation dated May 31, 2001 of Forest City, LLC (filed on Form SE) 43

Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- B-104 Limited Liability Company Agreement dated May 31, 2001 of Forest City, LLC (filed on Form SE) B-105 Certificate of Formation of Forest City Gathering, LLC (filed on Form SE) B-106 Limited Liability Company Agreement dated August 3, 2001 of Forest City Gathering, LLC (filed on Form SE) B-107 Articles of Incorporation for a Close Corporation dated May 20, 1999 of KLT Gas Operating Company (filed on Form SE) B-108 Bylaws of KLT Gas Operating Company (filed on Form SE) B-109 Certificate of Limited Liability Company of Patrick KLT Gas, LLC (filed on Form SE) B-110 Members Agreement/Operating Agreement of Patrick KLT Gas, LLC (filed on Form SE) B-111 Amended Articles Accepting Close Corporation Law dated May 19, 2000 of KLT Telecom Inc. (filed on Form SE) B-112 Amended and Restated Bylaws of KLT Telecom Inc. (filed on Form SE) B-113 Certificate of Incorporation, with amendments, of Advanced Measurement Solutions, Inc. (filed on Form SE) B-114 Bylaws dated June 5, 1997 of Digital Systems Engineering, Inc. (now known as Advanced Measurement Solutions, Inc.) (filed on Form SE) B-115 Certificate of Organization Limited Liability Company dated May 12, 1998 of Copier Solutions, LLC (filed on Form SE) B-116 Operating Agreement dated June 2, 1998 of Copier Solutions, LLC (filed on Form SE) B-117 Restated Certificate of Incorporation dated February 12, 1999 of eChannel, Inc. (filed on Form SE) B-118 Certificate of Formation, with amendments, of Municipal Solutions, Inc. (filed on Form SE) B-119 Limited Liability Company Agreement dated January 9, 1997 of Municipal Solutions, LLC (filed on Form SE) B-120 Certificate of Formation, with amendments, of Telemetry Solutions, LLC (filed on Form SE) B-121 Limited Liability Company Agreement dated January 9, 1997 of Telemetry Solutions, LLC (filed on Form SE) B-122 Certificate of Organization Limited Liability Company dated August 17, 2000 of Globalutilityexchange.com, LLC (filed on Form SE) B-123 Restated Articles of Incorporation dated April 16, 1998 of DTI Holdings, Inc. (filed on Form SE) 44

Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- B-124 Bylaws of DTI Holdings, Inc., as amended through April 19, 2001 (filed on Form SE) B-125 Second Restated Articles of Incorporation dated April 16, 1998 of Digital Teleport, Inc. (filed on Form SE) B-126 Bylaws of Digital Teleport, Inc., as amended through April 19, 2001 (filed on Form SE) B-127 Articles of Organization dated October 31, 2001 of Digital Teleport Nationwide, LLC (filed on Form SE) B-128 Articles of Incorporation dated September 18, 1998 of Digital Teleport of Virginia, Inc. (filed on Form SE) B-129 Bylaws of Digital Teleport of Virginia, Inc. (filed on Form SE) B-130* Shareholders Agreement among DTI Holdings, Inc., Richard D. Weinstein and KLT Telecom Inc. dated February 6, 2001 (Exhibit 10.31 to DTI Holdings, Inc. Form 10-Q for the quarter ended March 31, 2001, File No. 333-50049) B-131* Purchase Agreement by and between DTI Holdings, Inc. and the Initial Purchasers named therein, dated as of February 13, 1998 (Exhibit 10.30 to the DTI Holdings, Inc. S-4, File No. 333-50049) B-132* Warrant Agreement by and between DTI Holdings, Inc. and The Bank of New York, as Warrant Agent, dated February 23, 1998 (Exhibit 4.3 to the DTI Holdings, Inc. S-4, File No. 333-50049) B-133* Warrant Registration Rights Agreement by and among DTI Holdings, Inc. and the Initial Purchasers named therein, dated February 23, 1998 (Exhibit 4.4 to the DTI Holdings, Inc. S-4, File No. 333-50049) B-134* Warrant agreement, by and among Digital Teleport, Inc. and Banque Indosuez expiring October 21, 2007 (Exhibit 4.13 to DTI Holdings, Inc. Annual Report on Form 10K for the period ended June 30, 2000, File No. 333-50049) B-135* Long-Term Incentive Award Plan of DTI Holdings, Inc. (Exhibit 2.2 to the DTI Holdings, Inc. S-4, File No. 333-50049) B-136* DTI Holdings, Inc. 2001 Stock Option Plan (Exhibit 10.32 to the DTI Holdings, Inc. Form 10-Q for the quarter ended March 31, 2001, File No. 333-50049) B-137* Amended DTI Holdings, Inc. 2001 Stock Option Plan (Exhibit 10.35 to the DTI Holdings, Inc. Form 10-Q for the quarter ended June 30, 2001, File No. 333-50049) B-138* Great Plains Energy Incorporated Long-Term Incentive Plan (Exhibit 28 to Registration Statement, Registration 33-42187) B-139* Great Plains Energy Annual Incentive Compensation Plan, dated February 2001 (Exhibit 10-c to Form 10-K for the year ended December 31, 2000, File No. 1-707) 45

Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- C-1* General Mortgage and Deed of Trust dated as of December 1, 1986, between KCP&L and UMB Bank, n.a. (formerly United Missouri Bank) of Kansas City, N.A., Trustee (Exhibit 4-bb to Form 10-K for the year ended December 31, 1986, File No. 001-00707) C-2* Fourth Supplemental Indenture dated as of February 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4- y to Form 10-K for year ended December 31, 1991, File No. 001-00707) C-3* Fifth Supplemental Indenture dated as of September 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4- a to Form 10-Q for the quarter ended September 30, 1992, File No. 001-00707) C-4* Sixth Supplemental Indenture dated as of November 1, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4-z to Registration Statement, Registration No. 33-54196) C-5* Seventh Supplemental Indenture dated as of October 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4- a to Form 10-Q for the quarter ended September 30, 1993, File No. 001-00707) C-6* Eighth Supplemental Indenture dated as of December 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4 to Registration Statement, Registration No. 33-51799) C-7* Ninth Supplemental Indenture dated as of February 1, 1994, to Indenture dated as of December 1, 1986 (Exhibit 4-h to Form 10-K for year ended December 31, 1993, File No. 001-00707) C-8* Tenth Supplemental Indenture dated as of November 1, 1994, to Indenture dated as of December 1, 1986 (Exhibit 4-I to Form 10-K for year ended December 31, 1994, File No. 001-00707) C-9* Indenture for Medium-Term Note Program dated as of February 15, 1992, between KCP&L and The Bank of New York (Exhibit 4-bb to Registration Statement, Registration No. 33-45736) C-10* Indenture for Medium-Term Note Program dated as of November 15, 1992, between KCP&L and The Bank of New York (Exhibit 4-aa to Registration Statement, Registration No. 33-54196) C-11* Indenture for Medium-Term Note Program dated as of November 17, 1994, between KCP&L and The Bank of New York (Exhibit 4-s to Form 10-K for year ended December 31, 1994, File No. 001-00707) C-12* Indenture for Medium-Term Note Program dated as of December 1, 1996, between KCP&L and The Bank of New York (Exhibit 4 to Registration Statement, Registration No. 333-17285) C-13* Amended and Restated Declaration of Trust of KCP&L Financing I dated April 15, 1997 (Exhibit 4-a to Form 10-Q for quarter ended March 31, 1997, File No. 001-00707) C-14* Indenture dated as of April 1, 1997 between the Company and The First National Bank of Chicago, Trustee (Exhibit 4-b to Form 10-Q for quarter ended March 31, 1997, File No. 001-00707) 46

Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- C-15* First Supplemental Indenture dated as of April 1, 1997 to the Indenture dated as of April 1, 1997 between the Company and The First National Bank of Chicago, Trustee (Exhibit 4-c to Form 10-Q for quarter ended March 31, 1997, File No. 001-00707) C-16* Indenture dated as of December 1, 2000, between Kansas City Power & Light Company and The Bank of New York (Exhibit 4-a to Report on Form 8-K dated December 18, 2000, File No. 001-00707) C-17* Purchase and Sale Agreement dated October 29, 1999 between KCP&L and Kansas City Power & Light Receivables Company (Exhibit 10-m to Form 10-K for year ended December 31, 1999, File No. 001-00707) C-18* Mandatorily Redeemable Preferred Securities (8.3%) dated November 1, 1997 by Kansas City Power & Light Company (Form 10-Q dated May 9, 1997, File No. 001-00707) C-19* Amended and Restated Lease dated as of October 12, 2001 between Kansas City Power & Light Company and Wells Fargo Bank Northwest, National Association (Exhibit C-26 to Form 10-K for year ended December 31, 1999, File No. 001-00707) C-20* Indenture by and between DTI Holdings, Inc. and The Bank of New York, as Trustee, for 12 1/2% Senior Discount Notes due 2008, dated February 23, 1998 (Exhibit 4.1 to DTI Holdings, Inc. S-4, File No. 333-50049) D-1 Tax Allocation Agreement among Great Plains Energy Incorporated and subsidiaries, dated as of October 1, 2001 D-2 Amendment to Tax Allocation Agreement among Great Plains Energy Incorporated and subsidiaries, effective as of October 1, 2001 E-1 KCP&L Employee Electrical Appliance and Computer Sales Program (filed on Form SE) E-2 KCP&L Residential Heating and Cooling Systems Program (filed on Form SE) F-1 The consent of the independent accountants as to their opinion on the consolidated financial statements and the footnotes of Great Plains Energy Incorporated and Subsidiaries for the year ended December 31, 2001 is included in Exhibit F-1. F-2 The consent of the independent accountants as to their opinion on the financial statements of DTI Holdings, Inc. and Subsidiaries for the year ended December 31, 2001 is included in Exhibit F-2. F-3 Consolidating Financial Statements of Great Plains Energy Incorporated for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-4 Consolidating Financial Statements of KLT Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-5 Consolidating Financial Statements of KLT Energy Services Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-6 Consolidating Financial Statements of KLT Telecom Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). 47

Exhibit Designation Description of Exhibit - -------------------------------------------------------------------------------- F-7 Consolidating Financial Statements of KLT Gas Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-8 Consolidating Financial Statements of Home Service Solutions Inc. for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-9 Classified plant accounts and related depreciation or amortization reserve schedules included in the FERC Form No.1 of KCP&L. (Filed on Form SE) F-10 Financial Statements of Kansas City Power & Light Receivables Company for the year ended December 31, 2001. (Filed pursuant to Rule 104(b)). F-11 Annual Report of Wolf Creek Nuclear Operating Corporation for the year ended December 31, 2001. (Filed on Form SE) F-12 The chart of accounts of KLT Inc. and its subsidiaries as of December 31, 2001 (pursuant to Rule 26 (b)). (Filed on Form SE) F-13 The chart of accounts of R.S. Andrews Enterprises Inc. and its subsidiaries as of December 31, 2001 (pursuant to Rule 26 (b)). (Filed on Form SE) 48

SIGNATURE Great Plains Energy Incorporated, a registered holding company, has duly caused this annual report for the year ended December 31, 2001, to be signed on its behalf by the undersigned thereunto duly authorized, pursuant to the requirements of the Public Utility Holding Company Act of 1935. Great Plains Energy Incorporated /s/ Andrea F. Bielsker Andrea F. Bielsker Vice President - Finance, Chief Financial Officer and Treasurer April 30, 2002 49

                                                             Exhibit D-1

                    TAX ALLOCATION AGREEMENT
                             AMONG
               GREAT PLAINS ENERGY INCORPORATED
                      AND SUBSIDIARIES


This Tax Allocation Agreement ("Agreement") is entered into as of October 1,
2001, by and among Great Plains Energy Incorporated ("GPE"), Kansas City
Power & Light Company, Great Plains Power Incorporated, Home Service
Solutions Inc., Worry Free Services, Inc., KLT Inc., KLT Investments Inc.,
KLT Investments II Inc., KLT Energy Services Inc., KLT Gas Inc., KLT Telecom
Inc., Energetechs, Inc., Advanced Measurement Solutions, Inc., FAR Gas
Acquisitions Corporation, KLT Gas Operating Company, WYMO Fuels, Inc., DTI
Holdings, Inc., Digital Teleport, Inc., Digital Teleport of Virginia, Inc.
and Kansas City Power & Light Receivables Company (collectively, the "members
of Group" or "Group" and individually "member of the Group" or "member").

WITNESSETH:

Whereas, the members of the Group are affiliated corporations within the
meaning of section 1504 of the Internal Revenue Code of 1986, as amended (the
"Code"), and will join in the annual filing of a consolidated federal income
tax return, and

Whereas, the members of the Group intend to allocate the consolidated income
tax liabilities and benefits to each member of the Group in a fair and
equitable manner, and

Whereas, the members of the Group intend to allocate the liabilities and
benefits arising from the Group's annual consolidated income tax returns in
compliance with 17 CFR 250.45(c) ("Rule 45(c)"), 26 CFR 1.1502-33(d)(2) and
Section 1552(a)(1) of the Code.

NOW, THEREFORE; the parties agree as follows:

	1.  DEFINITIONS

"Consolidated tax" is the aggregate current Federal income tax liability for
a tax year, being the tax shown on the consolidated Federal income tax return
and any adjustments thereto.

"Corporate taxable income" is the taxable income of a member of the Group for
a tax year, computed as though such member had filed a separate return on the
same basis as used in the consolidated return, except that dividend income
from associate companies shall be disregarded, and other intercompany
transactions eliminated in the consolidated return shall be given appropriate
effect.

"Corporate taxable loss" is the taxable loss of a member of the Group for a
tax year, computed as though such member had filed a separate return on the
same basis as used in the consolidated return, except that dividend income
from associate companies shall be disregarded, and other intercompany
transactions eliminated in the consolidated return shall be given appropriate
effect.

                                      1



"Separate return tax" is the tax on the corporate taxable income of a member
of the Group computed as though such company were not a member of a
consolidated group.  If the separate return tax of a member of the Group is a
liability, it shall be referred to as a "positive separate return tax"; if it
is a refund or net tax benefit, it shall be referred to as a "negative
separate return tax".

	2.  ALLOCATION OF TAX LIABILITY

The consolidated tax shall be allocated among the members of the Group
consistent with Rule 45(c) of the Public Utility Holding Company Act of 1935,
in the following manner:


	a.  The consolidated tax before tax credits of the Group will be
            allocated to each member of the Group with corporate taxable
            income before tax credits on the basis of the ratio of their
            corporate taxable income before tax credits to the total of
            all members of the Group with corporate taxable income before
            tax credits.

	b.  An additional amount of consolidated tax before tax credits will
            be allocated to each member of the Group equal to the excess, if
            any, of the positive separate return tax before tax credits of
            each member of the Group for the year over the tax liability
            allocated to such member under the previous paragraph.

	c.  The total additional amounts of consolidated tax before tax
            credits allocated under this procedure will be credited to those.
            members of the Group, excluding GPE, which had corporate taxable
            losses, deductions or tax credits which serve to reduce the
            consolidated tax.  Thus, these members will be given the benefits
            of the resulting reduction in the consolidated tax of the Group.

	d.  If GPE would have a negative separate return tax, then each member
            having a positive separate return tax shall receive a negative
            allocation in an amount equal to such negative separate return tax
            multiplied by that member's share of the sum of the positive
            separate return tax.

	e.  An allocation of the Alternative Minimum Tax ("AMT") will only be
            performed when the consolidated return reflects an AMT liability.
            In computing the allocation of the AMT, the same computation
            methodology utilized in allocating the regular income tax will be
            utilized.  The consolidated AMT liability will be allocated to each
            member of the Group with positive Alternative Minimum Taxable
	    Income ("AMTI") on the basis of the ratio of its AMTI to the total
	    of all members of the Group with positive AMTI.  An additional
            amount of AMT will be allocated to each member of the Group based
            on the excess, if any, of the AMT liability that would have been
            paid had the member of the Group filed a separate tax return for
            the year over the AMT liability allocated to it under the previous
	    provision.  The total additional amounts of AMT charged under
	    this provision will be allocated to each member of the Group
	    based on the ratio of its separate return AMTI to the total
	    AMTI of the members of the Group.  In no event shall a member
	    of the Group be required to pay a


                                             2



            greater amount of AMT for any period than it would have been
            required to pay had it filed a separate income tax return for the
            period.  Any excess of the consolidated AMT allocated to a member
	    of the Group under this method over its separate return AMT will
	    be allocated among the other members of the Group using the
	    methodology described above.  Any minimum tax credits available
	    for use in future periods will be allocated to the members of
	    the Group in the same ratio as the taxes which gave rise to the
	    credits.  Minimum Tax Credits used in the consolidated return
	    will be deemed to have been utilized on a first-in, first-out
            basis.

	f.  Any investment tax credits, other tax benefits and material items
            taxed at rates other than the rate applicable to corporate taxable
            income shall be allocated directly to the members of the Group
            giving rise to them.

            If the credit or benefit cannot be entirely utilized to offset
            current consolidated tax, the consolidated credit carry back or
            carry forward shall be apportioned to those members of the Group
            giving rise to them in proportion to the relative amounts of
	    credits or benefits generated by each such member of the Group.

	g.  If the amount of consolidated tax allocated to any member of the
            Group, excluding GPE, exceeds the separate return tax of such
	    member of the Group, such excess shall be reallocated among
	    those members of the Group whose allocated tax liability is less
	    than the amount of their respective separate return tax
            liabilities.  Any remaining unallocated tax liability shall be
            assigned to GPE.

	h.  Pursuant to that certain Shareholders Agreement dated as of February
            6, 2001, among KLT Telecom Inc., DTI Holdings, Inc. and Richard D.
            Weinstein, the net operating losses incurred after February 8, 2001
            by DTI Holdings, Inc., Digital Teleport, Inc. and Digital Teleport
            of Virginia, Inc. (each an "Excluded Company") shall be allocated
	    to and used by KLT Telecom Inc., except to the extent the Excluded
            Companies would otherwise have corporate taxable income in the same
            tax year in which the members of the Group use such net operating
            losses.  KLT Telecom Inc. and the Excluded Companies acknowledge
            that the Shareholders Agreement does not provide for, and does not
            contemplate, reimbursement of any loss or credit availed of by KLT
            Telecom Inc. or other members of the Group, and that such was part
            of the bargained-for consideration to be received by KLT Telecom
            Inc. in the transactions associated with the execution of the
            Shareholders Agreement.  Accordingly, the income, gain, loss,
            deductions and credits of each of the Excluded Companies shall be
            taken into account in the determination of KLT Telecom Inc.'s
            apportioned obligation for the consolidated income tax under this
            Agreement, and payments on account thereof shall solely be made
            between GPE and KLT Telecom Inc.  The obligations between KLT
            Telecom Inc. and the Excluded Companies shall be controlled by the
            Shareholders Agreement, and payments shall be made among such
            parties in accordance with such agreement and consistent with this
            Agreement.


                                               3



            Subsequent to the execution of the Shareholders Agreement, KLT
	    Telecom Inc. and the Excluded Companies became subsidiaries of GPE,
	    a registered holding company.  The terms and conditions of
	    Shareholders Agreement respecting tax allocations may be deemed
	    inconsistent with the requirements of Rule 45(c)(4), and KLT Telecom
	    Inc., the Excluded Companies and the other members of the Group
	    agree to seek any necessary Securities and Exchange Commission
	    authorization to allocate tax losses and credits as set forth in the
	    first paragraph of this Section h.  Notwithstanding anything in the
	    first paragraph of this Section h. to the contrary, if required by
	    Rule 45(c)(4) and only to the extent required under Rule 45(c)(4)
	    the following paragraph shall be effective until such authorization
	    is received:

		If an Excluded Company will not have a positive separate return
		tax for a tax year, such Excluded Company shall be excluded from
		the allocation of the consolidated tax liability and, thus, such
		Excluded Company shall not receive any payment from KLT Telecom
		Inc. as a result of any such loss or credit attributable to an
		Excluded Company.  If and when an Excluded Company would have
		been able to utilize any previous losses or credits if, under the
		applicable tax law, it had filed a tax return on a separate
		basis, KLT Telecom Inc. shall pay to the appropriate Excluded
		Company an amount equal to the refund which such Excluded Company
		would have realized as a result of the carry over of such loss or
		credit, with such amount payable by KLT Telecom Inc. in the year
		in which such Excluded Company would have received the refund for
		such loss or credit on a separate return basis.

	    If any amounts are deemed payable by KLT Telecom Inc. to an Excluded
	    Company pursuant to the preceding paragraph, the Excluded Companies
	    shall be deemed to have distributed any such amounts to KLT Telecom
	    Inc., to the extent any such amounts may properly be distributed to
	    KLT Telecom Inc. under state and Federal law.

	i.  In the event a corporation leaves the Group, it shall immediately
	    cease being a party to this Agreement and shall not be entitled to
	    any further payments or other benefits pursuant to this Agreement.

	3.	PAYMENT OF TAXES

	a.  Payment of the taxes for the period by each member of the Group will
	    represent the total taxes allocated to such member under the
	    principles described above.  These payments will be made no less
	    frequently than annually and no more frequently than quarterly in
	    connection with the estimated tax installments.

	b.  A member of the Group with a net positive allocation shall pay GPE
	    the net amount allocated.  A member of the Group with a net negative
	    allocation shall receive payment from GPE in the amount of the net
	    negative allocation.  GPE shall pay or cause to be paid to the
	    Internal Revenue Service the Group's net current federal income tax


                                              4



	    liability from the net of the receipts and payments to and from
	    members of the Group.

	c.  GPE will make any calculations on behalf of the members of the Group
	    necessary to comply with the estimated tax provisions of Section
	    6655 of the Code.  Based on such calculations, GPE shall charge the
	    members of the Group appropriate amounts at intervals consistent
	    with the dates in that section.

	4. 	TAX ADJUSTMENTS

If the consolidated tax liability is adjusted for any taxable period, whether
by means of an amended return, claim for refund, after a tax examination by
the Internal Revenue Service or otherwise, the liability of each member of
the Group shall be recomputed to give effect to such adjustments.  In the
case of a refund, GPE shall reimburse each member of the Group with its
allocable share of such refund within forty-five (45) business days of
receipt of such refund.  In the case of an increase in tax liability, each
member of the Group shall pay to GPE it allocable share of such increased tax
liability with within forty-five (45) business days after receiving notice of
such liability from GPE.

	5. 	INTER-PERIOD ADJUSTMENTS

If for any taxable year the Group has a net operating loss, a net capital
loss, or is entitled to any credits against tax that may be carried back or
forward to other year(s), the tax allocation for the other year(s) will be
recomputed to include these items.  This recomputation shall treat the item
as if it existed in the year to which it was carried.  Under this
recomputation, the regular income tax, tax credits, and alternative minimum
tax will be recomputed.  Any prior allocation and payment of taxes between
the members of the Group shall be adjusted according to this revised
computation.

	6. 	TERM OF AGREEMENT

This Agreement shall apply to the taxable year ending December 2001, and all
subsequent taxable periods unless the members of the Group agree to terminate
this Agreement.  Notwithstanding such termination, this Agreement shall
continue in effect with respect to any payments or refunds due for all
taxable periods prior to termination.  This Agreement may be amended from
time to time by the written consent of all members of the Group.

	7. 	INCLUSION OF ACQUIRED OR CREATED SUBSIDIARY

The members of the Group will cause any corporation which becomes an
affiliated corporation within the meaning of Section 1504 of the Code to join
in this Agreement.


                                     5




	8. 	BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of any
successor to a member of the Group, whether by statutory merger, acquisition
of assets or otherwise, to the same extent that the successor would have been
required or eligible to be an original party to the agreement.

	9.   	CHOICE OF LAWS

This Agreement shall be construed and enforced in accordance with the laws of
the State of Missouri, without giving effect to that State's conflict of laws
provisions.

	10.	PRIOR AGREEMENTS SUPERSEDED

This Agreement replaces and supersedes all prior agreements among the members
of the Group related to the subject matter hereof, including but not limited
to that certain Tax Sharing Agreement between Kansas City Power & Light
Company and Subsidiaries, dated as of March 31, 1994, as amended.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the first
above written.

Great Plains Energy Incorporated	Great Plains Power Incorporated



By /s/ B. J. Beaudoin			By /s/ Stephen T. Easley


Kansas City Power & Light Company	Home Service Solutions, Inc.



By /s/ B. J. Beaudoin			By /s/ John DeStefano


KLT Inc.				KLT Energy Services Inc.



By /s/ Gregory J. Orman			By /s/ Gregory J. Orman


				6



KLT Investments Inc.			KLT Gas Inc.



By /s/ James P. Gilligan		By /s/ B. B. Selkirk
					Bruce B. Selkirk
					President


KLT Investments II Inc.			KLT Telecom Inc.



By /s/ Gregory J. Orman			By /s/ Mark R. Schroeder


Worry Free Services, Inc.		KLT Gas Operating Company



By /s/ John DeStefano			By /s/ B. B. Selkirk
					Bruce B. Selkirk
					President


FAR Gas Acquisitions Corporation	DTI Holdings, Inc.



By /s/ B. B. Selkirk			By /s/ Gary W. Douglass
Bruce B. Selkirk
President


Digital Teleport, Inc.			Digital Teleport of Virginia, Inc.



By /s/ Gary W. Douglass			By /s/ Gary W. Douglass


Energetechs, Inc.			WYMO Fuels, Inc.



By /s/ D. M. Morgan			By /s/ B. J. Beaudoin


Kansas City Power & Light Receivables
Company



By /s/ Andrea F. Bielsker


				7

Exhibit D-2 AMENDMENT TO TAX SHARING AGREEMENT This Amendment to Tax Sharing Agreement (the "Amendment") is made effective as of October 1, 2001, by and among Great Plains Energy Incorporated ("GPE"), Kansas City Power & Light Company, Great Plains Power Incorporated, Home Service Solutions Inc., Worry Free Services, Inc., KLT Inc., KLT Investments Inc., KLT Investments II Inc., KLT Energy Services Inc., KLT Gas Inc., KLT Telecom Inc., Energetechs, Inc., Advanced Measurement Solutions, Inc., FAR Gas Acquisitions Corporation, KLT Gas Operating Company, WYMO Fuels, Inc., DTI Holdings, Inc., Digital Teleport, Inc., Digital Teleport of Virginia, Inc. and Kansas City Power & Light Receivables Company (collectively, the "members of Group" or "Group" and individually "member of the Group" or "member"). Whereas, the members of the Group have executed a certain Tax Sharing Agreement effective as of October 1, 2001 (the "Agreement"), and Whereas, the members of the Group wish to amend the Agreement to explicitly incorporate a provision from certain unanimous stipulations and agreements entered into by Kansas City Power & Light Company with the Kansas and Missouri regulatory commissions. Therefore, in consideration of the mutual promises and undertakings contained herein, the receipt and sufficiency of which is acknowledged, the members of the Group agree as follows: 1. The Agreement is amended by inserting a new Section 11, as follows: 11. REGULATION Neither KCPL nor any of its affiliates, will seek to overturn, reverse, set aside, change or enjoin, whether through appeal or the initiation or maintenance of any action in any forum, a decision or order of the Commission which pertains to recovery, disallowance, deferral or ratemaking treatment of any expense, charge cost (including cost of capital) or allocation incurred or accrued by KCPL in, or as a result of, a contract, agreement, arrangement, or transaction with any affiliate, associate, holding, mutual service or subsidiary company on the basis that such expense, charge, cost (including cost of capital) or allocation has itself been filed with or approved by the SEC or was incurred pursuant to a contract, arrangement, agreement or allocation method that was filed with or approved by the SEC. 2. Except as amended above, the Agreement shall continue in full force and effect. [signature pages follow]

IN WITNESS WHEREOF, the parties have signed this Amendment as of the first above written. Great Plains Energy Incorporated Great Plains Power Incorporated By /s/ B. J. Beaudoin By /s/ Stephen T. Easley Kansas City Power & Light Company Home Service Solutions, Inc. By /s/ B. J. Beaudoin By /s/ John J. DeStefano KLT Inc. KLT Energy Services Inc. By /s/ John J. Grossi By /s/ John J. Grossi KLT Investments Inc. KLT Gas Inc. By /s James P. Gilligan By /s/ B. B. Selkirk Bruce B. Selkirk, III KLT Investments II Inc. KLT Telecom Inc. By /s/ John J. Grossi By /s/ John J. Grossi Worry Free Services, Inc. KLT Gas Operating Company By /s/ John J. DeStefano By /s/ B. B. Selkirk Bruce B. Selkirk, III

FAR Gas Acquisitions Corporation DTI Holdings, Inc. By /s/ B. B. Selkirk By:_____________________ Bruce B. Selkirk, III Digital Teleport, Inc. Digital Teleport of Virginia, Inc. By:_________________________ By:_____________________ Energetechs, Inc. WYMO Fuels, Inc. By /s/ Douglas M. Morgan By /s/ B. J. Beaudoin Kansas City Power & Light Receivables Company By /s/ Andrea F. Bielsker

							     Exhibit F-1

                 CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Annual Report to
the Securities and Exchange Commission on Form U5S of Great Plains Energy
Incorporated for the year ended December 31, 2001 filed pursuant to the
Public Utility Holding Company Act of 1935 of our report dated February 5,
2002 included in its Annual Report on Form 10-K for the year ended December
31, 2001 relating to its financial statements as of December 31, 2001 and
2000 and for each of the three years in the period ended December 31 2001
and of our report dated February 5, 2002 included in the Annual Report on
Form 10-K (as amended) of Kansas City Power & Light Company for the year
ended December 31, 2001 relating to its financial statements as of
December 31, 2001 and 2000 and for each of the three years in the period
ended December 31, 2001.




					/s/PricewaterhouseCoopers LLP
				 	   PricewaterhouseCoopers LLP


Kansas City, Missouri
April 29, 2002

							Exhibit F-2

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Form U5S of Great
Plains Energy Incorporated of our report dated January 30, 2002
(relating to the financial statements of DTI Holdings, Inc (the
"Company") and Subsidiaries not presented separately herein and which
report expresses an unqualified opinion and includes explanatory
paragraphs referring to the Company's filing for reorganization under
Chapter 11 of the Federal Bankruptcy Code, substantial doubt about the
Company's ability to continue as a going concern and an impairment
charge recorded by the Company), appearing in the Annual Report on Form
10-K of Great Plains Energy Incorporated for the year ended
December 31, 2001.




/s/ DELOITTE & TOUCHE LLP




St. Louis Missouri
April 29, 2002