Annual Incentives

     Annual cash incentives are provided to executive officers based upon the achievement of pre-established corporate and business unit objectives, and also provide the ability to recognize individual performance. In 2005, the Committee administered the Great Plains Energy Annual Incentive Plan (“the Plan”) that permitted the award of annual cash incentives to executive officers, including the Named Executive Officers set forth in the Summary Compensation Table, with the exception of Mr. Malik, who was covered under the Strategic Energy Annual Incentive Plan to ensure closer alignment with the performance of that business. Target incentives under the Plan are established as a percentage of base pay, using survey data for individuals in comparable positions and markets and internal comparisons. The Committee has established total target annual bonus levels intended to approximate the 50^th percentile bonus levels in comparable positions and markets when target performance is achieved. Target annual incentives under the Plan for 2005 ranged from 30% to 60% of base pay. The total amount available for payment was determined by corporate earnings per share and subject to established threshold, target, and maximum levels. The Plan will pay out at 100% at target. Fifty percent of the incentive is payable at the threshold level of performance and 150% of the incentive is payable at the maximum level of performance. If performance falls below target, but is above threshold, the amount of the award payable will be below the target award level. Similarly, performance above target will result in an award higher than target level. Individual awards will not be paid if the corporate EPS performance falls below the threshold level. The entire award is distributed proportionately among participants based on other corporate and business unit measures, such as return on invested capital, customer satisfaction, customer retention rate, reliability, and others. Individual performance is also taken into account. For 2005, discretion was used to exclude from Great Plains Energy reported earnings and Strategic Energy pre-tax income goals and results the applicable effects of mark-to-market gains and losses on energy contracts, a Seams Elimination Charge Adjustment (“SECA”), certain compensation expenses and discontinued operations. As a result, corporate earnings per share were at the maximum level and individual awards were earned in the amounts set forth in the Summary Compensation Table.

     The Strategic Energy, L.L.C. Annual Incentive Plan is based upon the achievement of pre-established business unit, departmental, and, in the case of Mr. Malik, corporate goals, and also provides the ability to recognize individual performance. Target incentives are established as a percentage of base pay in the same manner as in the Great Plains Energy Plan, and for 2005 ranged from 40% to 60%. The total amount payable for payment is determined by Strategic Energy’s pre-tax income and subject to established threshold, target, and maximum levels. The plan will pay 100% at target; 50% at threshold; and 150% at the maximum level of performance. If performance falls below target, but is above threshold, the amount of the award will be below target level. Similarly, performance above target will result in an award higher than target level. Individual awards will not be paid if corporate pre-tax earnings performance falls below the threshold for the year. Once the size of the aggregate available award is determined, individual awards are paid based on results of the pre-established goals mentioned above. For 2005, overall performance was above target levels.

     The Annual Incentive Plan of Great Plains Energy Incorporated was amended in February of 2006. The amended Plan will continue to be based on achievement of pre-established company and business unit financial and operational metrics. For 2006, the measures for annual incentives are based 50% on core earnings, and 30% on financial ratios, production availability, achievement of comprehensive energy plan milestones, customer satisfaction, profitability, employee engagement, and/or other specified business unit objectives. The Committee also takes into account individual performance to account for 20% of the target award. Individual Incentive amounts will range from 0% to 200% of target based on performance, and the Committee intends to target the 50^th percentile or above as the basis for target annual bonus levels. Strategic Energy also revised the Strategic Energy L.L.C. Annual Incentive Plan in February of 2006 and has the same structure and terms as the Great Plains Energy Annual Incentive Plan.

Long-Term Incentive Compensation

     The Committee has structured a long-term compensation element to more closely align the interests of management with the creation of long-term shareholder value. The Great Plains Energy Long-Term Incentive Plan was approved by shareholders in 2002, and provides for grants by the Committee of stock options, restricted stock, performance shares, and other stock-based awards. Each executive officer is assigned a long-term incentive target based on both internal comparisons and upon survey data for individuals in comparable positions in the markets in which Great Plains Energy competes for executive talent. Compliance with stock ownership guidelines is also taken

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into consideration in determining grants under the Long-Term Incentive Program. The Committee has established total target long-term incentive targets at the 50^th percentile in comparable positions and markets. Targets range from 40% to 150% of base salary. Based on performance over the period, awards can pay out from 0% to 200%. However, since no long-term grants were made under the program in 2004, in 2005 executives received a two-year performance share grant for 2005-2006 performance, and a three-year performance share grant for 2005-2007 performance. Payouts, if any, will be made after the end of the period based on performance during the period. Goals for both long-term grants were based on pre-approved corporate and business unit measures. Mr. Malik was covered under a Strategic Energy Long-Term Incentive Plan, as discussed below.

     The 2006 long-term grants are comprised of 25% restricted stock and 75% performance shares. The performance shares are based on the Company’s Total Shareholder Return over a three-year period, as compared to the Total Shareholder Return of the Edison Electric Institute (EEI) Index of electric utilities. The Committee believes this measure ensures strong alignment of executive financial interests with the long-term interests of its shareholders.

     The Strategic Energy L.L.C. Long-Term Incentive Plan is designed to reward sustained value creation by providing competitive incentives for the achievement of long-term financial and operational performance goals. With the exception of Mr. Malik, 100% of long-term performance is based on Strategic Energy goals. For Mr. Malik, 80% of performance is based on Strategic Energy goals and 20% is based on Great Plains Energy’s goals. Each executive officer is assigned a long-term incentive target based on survey data for individuals in comparable positions and markets and internal comparisons. Targets range from 50% to 150% of base pay. Based on performance over the period, awards can pay out from 0% to 300%. However, since no long-term grants were made under the program in 2004, in 2005 executives received a two-year grant for 2005-2006 performance and a three-year grant for 2005-2007 performance. Awards are paid 25% in Great Plains Energy restricted stock with the remaining 75% based upon pre-approved business unit measures and payable in cash.

CHIEF EXECUTIVE OFFICER COMPENSATION

     The Committee considers the assessment of the Chief Executive Officer’s performance and determination of the CEO’s compensation as among its principal responsibilities. Its objective with regards to setting an appropriate level of compensation is to motivate and retain a chief executive officer who is committed to delivering sustained superior performance for the Company’s shareholders.

     Mr. Chesser has served as Chairman and Chief Executive Officer of Great Plains Energy Incorporated since October 1, 2003. In 2005, Mr. Chesser received a base salary of $610,000, which is below the median for CEO’s of comparably-sized companies in similar markets. In determining Mr. Chesser’s base salary, the Committee considered the financial performance of the Company; the cost and quality of services provided; leadership in enhancing the long-term value of the Company; performance against other pre-established objectives; survey data; and consideration of length of service. Mr. Chesser’s annual incentive compensation award was targeted at 60% of base pay, also considered to be somewhat below market levels. In 2005, Mr. Chesser’s incentive award was based 80% on GPE performance which included a balanced scorecard of financial, customer-related and internal/operational metrics, and 20% on individual performance. Funding for annual awards was based on corporate earnings per share. The GPE scorecard resulted in overall performance between target and maximum levels for purposes of the annual incentive plan, and earnings performance allowed funding at the maximum level. Mr. Chesser received two long-term performance share grants in 2005 since no awards were made in 2004. Awards were determined in the same manner as for other executive officers. Mr. Chesser’s long-term incentive target was 150% of base pay, which is consistent with the 50^th percentile for comparable CEO positions and markets.

     It is the Committee’s intent that, when taken together, the components of Mr. Chesser’s pay, including base salary, annual incentives, and long-term incentives, would result in total compensation that would approximate the 50^th percentile of the market when incentive plan performance measures are met and in compensation levels at the 75^th percentile or higher when incentive plan performance is at superior levels.

STRATEGIC ENERGY EXECUTIVE COMPENSATION

     The base salary for Mr. Malik in 2005 was established pursuant to an Employment Agreement at his date of hire on November 10, 2004, and was reviewed by the Compensation Committee at that time. The Strategic Energy Annual Incentive Plan is based on a mix of Strategic Energy, business unit, and individual goals, with the size of the

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entire available award determined by Strategic Energy’s pre-tax income. If Strategic Energy meets its budgeted pre-tax income, 100% of the established bonus pool is available at target. If performance falls below target, but is above threshold, the amount of the award available will be below the target level and prorated between 50% and 100%. Performance above target will result in an available award higher than the target level. Awards will not be paid if pre-tax income performance falls below the threshold level for the year. The payable amount of the eligible incentive earned is determined by the percentage achievement of the applicable pre-established goals. The annual incentive award Mr. Malik received in 2005, as reflected in the Summary Compensation Table, was a prorated amount based on his length of service. Mr. Malik received two long-term incentive grants in 2005 under the Strategic Energy LLC Long-Term Incentive Plan. One grant was for a two-year performance period of 2005-2006 and one was for a three-year performance period of 2005-2007. Mr. Malik’s long-term incentive target was 150% of base pay. Awards are paid 25% in time-vested restricted stock under the Great Plains Energy Long-Term Incentive Plan and the remaining 75% is based upon performance and payable in cash. For the performance-based portion, awards can pay out from 0% to 300% based on performance over the period. Goals for both long-term grants are based on pre-approved corporate and/or Strategic Energy measures.

CODE SECTION 162(M)

     Section 162(m) of the Internal Revenue Code precludes the Company from taking a deduction for compensation in excess of $1 million for any individual who, on the last day of that year, is the chief executive officer or among the other four highest compensated officers unless that compensation qualifies as performance-based compensation under Section 162(m). With respect to incentive compensation, the Great Plains Energy Long-Term Incentive Plan was approved by shareholders in 2002 and offers vehicles which are performance-based. It is the Committee’s intent to take reasonable steps to include the provisions necessary to qualify for exemptions from the limitations on such deductibility under Section 162(m) at the time the Plan is next taken for shareholder vote in May 2007. With respect to awards under the Great Plains Energy Annual Incentive Plan, the Committee believes that the interests of the Company’s shareholders are best served by not restricting the Committee’s and Company’s discretion and flexibility in developing compensation programs.

	COMPENSATION AND DEVELOPMENT COMMITTEE
	WILLIAM C. NELSON (Chairman)
	MARK A. ERNST
	LUIS A. JIMENEZ
	JAMES A. MITCHELL
	LINDA H. TALBOTT
	ROBERT H. WEST

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STOCK PERFORMANCE GRAPH

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Item 2 on Proxy Card

     Deloitte & Touche LLP, who acted as our independent auditor in 2005, has been selected and appointed by the Audit Committee to audit and certify the financial statements for 2006, subject to ratification by the shareholders of the Company.

     Representatives from Deloitte & Touche LLP are expected to be present at the Annual Meeting, with the opportunity to make statements if they desire to do so, and are expected to be available to respond to appropriate questions.

     The affirmative vote of the holders of a majority of the shares of common stock of the Company present and entitled to vote at the meeting is required for the approval of this proposal to ratify the appointment. If the shareholders do not ratify the appointment of Deloitte & Touche LLP, the selection of independent public auditors will be reconsidered by the Audit Committee.

The Board of Directors recommends a vote FOR ratification.

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AUDIT COMMITTEE REPORT

     The Audit Committee is comprised of six independent directors. In connection with its function to oversee and monitor the financial reporting process of Great Plains Energy, the Audit Committee’s activities in 2005 included the following:

• reviewed and discussed the audited financial statements and the audit of internal control over financial reporting with management and the independent auditors;
  
  

• discussed with Deloitte & Touche LLP, the Company’s independent auditors for the year ended December 31, 2005, the matters required to be discussed by Securities and Exchange Commission regulations and by the Public Company Accounting Oversight Board Interim Standard AU 380 (formerly Statement on Auditing Standards 61), as may be modified or supplemented;
  
  

• received the written disclosures and the letter from Deloitte & Touche LLP required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), as may be modified or supplemented, and discussed with Deloitte & Touche LLP its independence from management and the Company and its subsidiaries; and
  
  

• considered whether the non-audit services in the categories below were compatible with maintaining Deloitte & Touche LLP’s independence.

     Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2005 for filing with the Securities and Exchange Commission.

FEES PAID TO DELOITTE & TOUCHE LLP

     The following table sets forth the aggregate fees billed by Deloitte & Touche LLP for audit services rendered in connection with the consolidated financial statements and reports for 2005 and 2004 and for other services rendered during 2005 and 2004 on behalf of the Company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services:

Fee Category		2005		2004
Audit Fees		$ 2,048,204		$ 1,875,829
Audit-Related Fees		66,031		307,496
Tax Fees		79,107		1,371,757
All Other Fees		25,600		96,943
Total Fees:		$ 2,218,942		$ 3,652,025

     Audit Fees: Consists of fees billed for professional services rendered for the audits of the annual consolidated financial statements of the Company and its subsidiaries and reviews of the interim condensed consolidated financial statements included in quarterly reports. Audit fees also include: services provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements; audit reports on audits of the effectiveness of internal control over financial reporting and on management’s assessment of the effectiveness of internal control over financial reporting and other attest services, except those not required by statute or regulation; services related to filings with the Securities and Exchange Commission, including comfort letter, consents and assistance with and review of documents filed with the Securities and Exchange Commission; and accounting research in support of the audit.

     Audit-Related Fees: Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of consolidated financial statements of the Company and its subsidiaries and are not reported under “Audit Fees”. These services include consultation concerning financial accounting and reporting standards and services in connection with the Company’s assessment of the effectiveness of its internal control over financial reporting (the fees for which in 2004 aggregated $216,360).

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     Tax Fees: Consists of fees billed for tax compliance and related support of tax returns and other tax services, including assistance with tax audits, and tax research and planning. Tax fees for 2004 included $1,195,000 of fees that became payable upon resolution of engagements entered into in prior years.

     All Other Fees: Consists of fees for all other services other than those reported above. Those services included in 2005 development and facilitation of a group training course and account research tool subscriptions and in 2004 risk consulting services.

AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

     The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditor to the Company and its subsidiaries. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted for the Company and its subsidiaries policies and procedures for the pre-approval of services provided by the independent auditor. Under these policies and procedures, the Audit Committee may pre-approve certain types of services, up to aggregate fee levels established by the Audit Committee. The Audit Committee as well may specifically approve audit and permissible non-audit services on a case-by-case basis. Any proposed service within a pre-approved type of service that would cause the applicable fee level to be exceeded cannot be provided unless the Audit Committee either amends the applicable fee level or specifically approves the proposed service. Pre-approval is generally provided for up to one year, unless the Audit Committee specifically provides for a different period. The Audit Committee receives quarterly reports regarding the pre-approved services performed by the independent auditor. The Chairman of the Audit Committee may between meetings pre-approve audit and non-audit services provided by the independent auditor, and report such pre-approval at the next Audit Committee meeting.

	AUDIT COMMITTEE
	MARK A. ERNST (Chairman)
	DAVID L. BODDE
	RANDALL C. FERGUSON, JR.
	WILLIAM K. HALL
	WILLIAM C. NELSON
	ROBERT H. WEST

SUBMISSION OF SHAREHOLDER PROPOSALS AND
DIRECTOR NOMINATING PROCESS

SHAREHOLDER PROPOSALS

     Shareholders wishing to have a proposal included in the proxy statement for the Annual Meeting in 2007 must submit a written proposal to the Corporate Secretary by November 19, 2006. Securities and Exchange Commission rules set standards for shareholder proposal requirements to be included in a proxy statement.

     If a shareholder intends to bring a matter before a shareholder meeting, other than by submitting a proposal for inclusion in our proxy statement for that meeting, our By-Laws require the shareholder to give us notice at least 60 days, but no more than 90 days, prior to the date of the shareholder meeting. If we give shareholders less than 70 days’ notice of a shareholder meeting date, the shareholder’s notice must be received by the Corporate Secretary no later than the close of business on the tenth (10) day following the earlier of the date of the mailing of the notice of the meeting or the date in which public disclosure of the meeting date was made.

     To be in proper written form, a shareholder’s notice must set forth as to each matter the shareholder proposes to bring before the shareholder meeting:

• a brief description of the business to be brought before the shareholder meeting and the reasons for conducting the business at the shareholder meeting;
  
  
• the shareholder's name and record address;

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• class or series and number of shares of Great Plains Energy stock the shareholder owns beneficially or of record;
  
  

• a description of all arrangements or understandings between the shareholder and any other person or persons (including their names) in connection with the proposal of the business by the shareholder, and any material interest of the shareholder in such business; and
  
  

• the shareholder's representation that they intend to appear in person or by proxy at the annual meeting to bring such business before the meeting.

DIRECTOR NOMINATING PROCESS

     The Governance Committee, composed of six independent directors, identifies and recommends to the independent directors of the Board the nominees for the election of directors at the shareholder meeting. At its discretion, the Governance Committee may pay a fee to third party consultants and experts to help identify and evaluate potential new nominees for director.

     In accordance with the Corporate Governance Guidelines, the Governance Committee takes into account a number of factors when considering director candidates. Director candidates are selected based on their practical wisdom, mature judgment and diversity of backgrounds and business experience. Candidates should possess the highest levels of personal and professional ethics, integrity, and values and be committed to representing the interests of shareholders. The Governance Committee may also consider in its assessment the Board’s diversity in its broadest sense, reflecting, but not limited to, geography, age, gender and ethnicity.

     The Governance Committee will consider candidates for director suggested by shareholders, applying the criteria described above and the additional information referred to below. Shareholders wishing to make a director nomination may do so in the manner set forth in the By-Laws described below.

     Great Plains Energy’s By-Laws require shareholders wishing to make a director nomination give notice at least 60 days, but no more than 90 days, prior to the date of the shareholder meeting. If Great Plains Energy gives shareholders less than 70 days’ notice of a shareholder meeting date, the shareholder’s notice must be received by the Corporate Secretary no later than the close of business on the tenth (10) day following the earlier of the date of mailing of the notice of the meeting or the date on which public disclosure of the meeting was made.

     For a director nominee election to be in proper written form, a shareholder’s notice to the Corporate Secretary must include:

     the shareholder’s

• name and shareholder record; and
  
  
• class or series of Great Plains Energy stock and number of shares beneficially held;

     and

     the nominee's

• name, age, business address and residence address;
  
  
• principal occupation or employment;
  
  
• class or series of Great Plains Energy stock and number of shares owned beneficially; and
  
  
• written consent of the nominee to serve as a director, if elected.

     The notice must also provide:

• a description of all arrangements or understandings between the shareholder and the nominee;
  
  
• a representation that the shareholder intends to appear in person or by proxy at the shareholders' meeting to nominate the nominee; and
  
  
• any other information relating to the shareholder and the nominee that is required to be reported in a proxy statement or other filings as required by Securities and Exchange Commission rules.

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     No person shall be eligible for election as a director unless nominated according to procedures in Great Plains Energy’s By-Laws as described above. Shareholders may request a copy of the By-Laws by contacting the Corporate Secretary, Great Plains Energy Incorporated, 1201 Walnut, Kansas City, Missouri 64106-2124.

OTHER BUSINESS

     Great Plains Energy is not aware of any other matters that will be presented for shareholder action at the Annual Meeting. If other matters are properly introduced, the persons named in the accompanying proxy will vote the shares they represent according to their judgment.

	By Order of the Board of Directors
	BARBARA CURRY
	Senior Vice President-Corporate Services and
	Corporate Secretary

Kansas City, Missouri
March 20, 2006

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GREAT PLAINS ENERGY INCORPORATED
1201 WALNUT STREET
KANSAS CITY, MO 64106

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER
COMMUNICATIONS 

If you would like to reduce the costs incurred by Great Plains Energy Incorporated in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Great Plains Energy Incorporated, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	GRTPL1	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

___________________________________________
GREAT PLAINS ENERGY INCORPORATED    

The Board of Directors recommends a vote FOR items 1 and 2.

Vote on Directors

Item 1.

Election of Directors – Nominees 01) D.L. Bodde              (07) L.A. Jimenez 02) M.J. Chesser            (08) J.A. Mitchell 03) W.H. Downey          (09) W.C. Nelson 04) M.A. Ernst               (10) L.H. Talbott 05) R.C. Ferguson, Jr.    (11) R.H. West 06) W.K. Hall

For All ¨

Withhold All ¨

For All Except ¨

To withhold authority to vote for any individual nominee, mark “For All Except” and write the nominee’s name on the line below.

Vote on Proposal

For

Against

Abstain

Item 2.

Ratification of appointment of Deloitte & Touche LLP as independent auditors for 2006.

¨

¨

¨

Please sign exactly as your name(s) appear(s) to the right. If these shares are held jointly, any one of the joint owners may sign. Attorneys-in-fact, executors, administrators, trustees, guardians or corporation officers should indicate the capacity in which they are signing.

For address changes and/or comments, please check this box and write them on the back where indicated

¨

Signature [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)	Date

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GREAT PLAINS ENERGY INCORPORATED
1201 Walnut Street, Kansas City, Missouri 64106

This Proxy is solicited on behalf of the Board of Directors for the Annual Meeting of Shareholders
to be held on Tuesday, May 2, 2006.

The Board of Directors recommends a vote FOR Items 1 and 2. 

The undersigned hereby appoints M.J. Chesser and W.H. Downey, and each or either of them, proxies for the undersigned with power of substitution, to vote all the shares of common stock of Great Plains Energy Incorporated that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Tuesday, May 2, 2006, and any adjournment or postponement of such meeting, upon the matters set forth on the reverse side of this card, and in their discretion upon such other matters as may properly come before the meeting.

This Proxy, if signed and returned, will be voted as directed on the reverse side. If this card is signed and returned  without direction, such shares will be voted FOR the items.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE