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     We present the following unaudited pro forma consolidated financial information before and after the corporate reorganization which included the formation of our holding company parent, Great Plains Energy. The pro forma income statement data give effect to the corporate reorganization as if it had occurred at the beginning of the period presented. This information does not purport to represent what our results of operations would actually have been had the reorganization occurred at January 1, 2001 or to project our results of operations for any future period or date. The unaudited pro forma consolidated financial information should be read in conjunction with the financial statements and notes contained in our 2001 Form 10-K, incorporated herein by reference.

     Upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any old notes properly tendered and not withdrawn prior to the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of old notes surrendered under the exchange offer. Old notes may be tendered only in integral multiples of $1,000.

     The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

     As of the date of this prospectus, $225 million principal amount of old notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of old notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offer.

     We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Commission. Old notes that are not tendered for exchange in the exchange offer:

     We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us.

     If you tender old notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read "--Fees and Expenses" for more details about fees and expenses incurred in the exchange offer.

     We will return any old notes that we do not accept for exchange for any reason without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

     The exchange offer will expire at 5:00 p.m., New York City time, on _________, 2002, unless in our sole discretion we extend it.

     We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. We may delay acceptance for exchange of any old notes by giving oral or written notice of the extension to their holders. During any such extensions, all old notes you have previously tendered will remain subject to the exchange offer for that series, and we may accept them for exchange.

     To extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We also will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

     If any of the conditions described below under "--Conditions to the Exchange Offer" have not been satisfied with respect to the exchange offer, we reserve the right, in our sole discretion:

     We will give oral or written notice of such delay, extension or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.

     Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of old notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement. We will distribute the supplement to the registered holders of the old notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we will extend the exchange offer if the exchange offer would otherwise expire during such period.

     Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

     Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for any old notes, and we may terminate the exchange offer as provided in this prospectus before accepting any old notes for exchange, if in our reasonable judgment:

     In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made to us:

     We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any old notes not previously accepted for exchange in the exchange offer, upon the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable.

     These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion. Our failure at any time to exercise any of these rights will not mean that we have waived our rights. Each right will be deemed an ongoing right that we may assert at any time or at various times.

     In addition, we will not accept for exchange any old notes tendered, and will not issue exchange notes in exchange for any such old notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture relating to the notes under the Trust Indenture Act of 1939.

     Only a holder of old notes may tender such old notes in the exchange offer. To tender in the exchange offer, a holder must either (1) comply with the procedures for physical tender or (2) comply with the automated tender offer program procedures of The Depository Trust Company, or "DTC," described below.

     To complete a physical tender, a holder must:

     To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at its address provided above under "Summary--The Exchange Agent" prior to the expiration date.

     To complete a tender through DTC's automated tender offer program, the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of such old notes into the exchange agent's account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent's message.

     The tender by a holder that is not withdrawn prior to the expiration date and our acceptance of that tender will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

     If you beneficially own old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those notes, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf. If you are a beneficial owner and wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either:

     You must have signatures on a letter of transmittal or a notice of withdrawal described below under "--Withdrawal of Tenders" guaranteed by an eligible institution unless the old notes are tendered:

     If a person other than the registered holder of any old notes signs the letter of transmittal, the old notes must be endorsed or accompanied by a properly completed bond power. The registered holder must sign the bond power as the registered holder's name appears on the old notes. An eligible institution must guarantee that signature.

     If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, they also must submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

     The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's automated tender offer program to tender. Accordingly, participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the old notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent's message to the exchange agent.

     An agent's message is a message transmitted by DTC to and received by the exchange agent and forming part of the book-entry confirmation, stating that:

     We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes our acceptance of which, in the opinion of our counsel, might be unlawful. We also reserve the right to waive any defects, irregularities or conditions of the exchange offer as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

     Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we determine. Neither we, the exchange agent nor any other person will be under any duty to give notification of defects or irregularities with respect to tenders of old notes, nor will we or those persons incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

     In all cases, we will issue exchange notes for old notes that we have accepted for exchange in the exchange offer only after the exchange agent timely receives:

     If we do not accept any tendered old notes for exchange for any reason described in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, we will return the unaccepted or non-exchanged old notes without expense to their tendering holder. In the case of old notes tendered by book-entry transfer into the exchange agent's account at DTC according to the procedures described below, such non-exchanged old notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

     By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

     The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC's system may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. If you are unable to deliver confirmation of the book-entry tender of your old notes into the exchange agent's account at DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date, you must tender your old notes according to the guaranteed delivery procedures described below.

     If you wish to tender your old notes but they are not immediately available or if you cannot deliver your old notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC's automated tender offer program prior to the expiration date, you may tender if:

     Any holder of old notes who wishes to tender old notes pursuant to the guaranteed delivery procedures described in the letter of transmittal must ensure that the exchange agent receives notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the expiration date. Upon request to the exchange agent, the exchange agent will send a notice of guaranteed delivery to you if you wish to tender your old notes according to the guaranteed delivery procedures described above.

     Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 5:00 p.m., New York City time, on the expiration date.

     For a withdrawal to be effective:

     Any notice of withdrawal must:

     If old notes have been tendered under the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of DTC.

     We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

     Any old notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at DTC according to the procedures described above, such old notes will be credited to an account maintained with DTC for the old notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may re-tender properly withdrawn old notes by following one of the procedures described under "--Procedures for Tendering" above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

     We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by facsimile, email, telephone or in person by our officers and regular employees and those of our affiliates.

     We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the old notes and in handling

     We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

     If you tender your old notes for exchange, you will not be required to pay any transfer taxes. We will pay all transfer taxes, if any, applicable to the exchange of old notes in the exchange offer. The tendering holder will, however, be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

     If satisfactory evidence of payment of any transfer taxes payable by a tendering holder is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to that tendering holder. The exchange agent will retain possession of exchange notes with a face amount equal to the amount of the transfer taxes due until it receives payment of the taxes.

     If you do not exchange your old notes for exchange notes in the exchange offer, you will remain subject to the existing restrictions on transfer of the old notes. In general, you may not offer or sell the old notes unless either they are registered under the Securities Act of 1933 or the offer or sale is exempt from or not subject to registration under the Securities Act of 1933 and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the old notes under the Securities Act of 1933. Therefore, the market for secondary resales of old notes that are not tendered for exchange is likely to be limited.

     The tender of old notes in the exchange offer will reduce the outstanding principal amount of the old notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any old notes that you continue to hold.

     We will amortize our expenses of the exchange offer over the term of the exchange notes.

     Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your decision on what action to take. In the future, we may seek to acquire untendered old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered

     If you wish to exchange your old notes for exchange notes in the exchange offer, you will be required to make representations to us as described in "The Exchange Offer--Procedures for Tendering--Your Representations to Us" of this prospectus and in the letter of transmittal.

     The old notes were not registered under the Securities Act of 1933. Accordingly, we offered and sold the old notes only in private sales exempt from or not subject to the registration requirements of the Securities Act of 1933 to qualified institutional buyers under Rule 144A under the Securities Act of 1933.

                                                      Exhibit 4.2

             COMPANY ORDER AND OFFICERS' CERTIFICATE
                   SERIES A AND SERIES B NOTES


                                   March 13, 2002

The Bank of New York
101 Barclay Street
New York, NY 10286

Ladies and Gentlemen:

     Pursuant to Article Two of the Indenture, dated as of March
1, 2002 (the "Indenture") between Kansas City Power & Light
Company (the "Company") and The Bank of New York, as trustee (the
"Trustee"), the resolutions adopted in the meetings of the Board
of Directors of the Company on February 5, 2002, and March 7,
2002, a copy of which certified by the Secretary is being
delivered herewith under Section 2.01 of the Indenture:

1.   The Company's $225,000,000 aggregate principal amount of
     6.00% Senior Notes due 2007, Series A (the "Series A
     Notes"), and $225,000,000 aggregate principal amount of
     6.00% Senior Notes due 2007, Series B (the "Series B Notes,
     and, together with the Series A Notes, the "Notes"), are
     hereby established.  The Notes shall be in substantially the
     form delivered herewith.

2.   The terms and characteristics of the Notes shall be as
     follows (the numbered clauses set forth below corresponding
     to the numbered subsections of Section 2.03 of the
     Indenture):

     a.   the titles of the Securities of the series are:
          $225,000,000 aggregate principal amount of 6.00% Senior
          Notes due 2007, Series A; and $225,000,000 aggregate
          principal amount of 6.00% Senior Notes due 2007, Series
          B;

     b.   the aggregate principal amount of Series A Notes and
          Series B Notes which may be authenticated and delivered
          under the Indenture shall be limited to $225,000,000
          for each such series, except as otherwise provided in
          Sections 2.01, 2.05, 2.06 and 2.07 of the Indenture;

     c.   the date on which the principal of and premium, if any,
          on the Series A Notes and Series B Notes shall be
          payable is March 15, 2007 (the "Maturity Date");

     d.   the rate at which the Series A Notes shall bear
          interest shall be 6.00%.  Interest will accrue from
          March 13, 2002 (the "Issue Date"), or from the most
          recent interest payment date to which interest has been
          paid.  Interest is payable on September 15, 2002, and
          thereafter semi-annually on March 15 and September 15
          of each year (each such date an "Interest Payment
          Date") to holders of record at



The Bank of New York
March 13, 2002
Page 2


          the close of business on the March 1 or September 1 as
          the case may be, immediately preceding that interest
          payment date (each such date a "Regular Record Date").

          The interest rate borne by the Transfer Restricted
          Securities will be increased by 0.25% per annum from
          and including the date on which a Registration Default
          shall occur to but excluding the date on which all
          Registration Defaults have been cured, which rate will
          increase by an additional 0.25% per annum if such
          Registration Default has not been cured within 90 days
          after the occurrence thereof and similar such increases
          shall occur for each succeeding 90 day period until all
          Registration Defaults have been cured ("Additional
          Interest"); provided that the aggregate amount of any
          such increase in the interest rate on the Transfer
          Restricted Securities shall in no event exceed 1.0% per
          annum;  provided, further that a Registration Default
          referred to in Section 6(a)(iv) of the Registration
          Rights Agreement shall be deemed not to have occurred
          and be continuing in relation to a Shelf Registration
          Statement or the related prospectus if (i) such
          Registration Default has occurred solely as a result of
          (x) the filing of a post-effective amendment to such
          Shelf Registration Statement to incorporate annual
          audited financial information with respect to the
          Company where such post-effective amendment is not yet
          effective and needs to be declared effective to permit
          holders to use the related prospectus or (y) other
          material events, with respect to the Company that would
          need to be described in such Shelf Registration
          Statement or the related prospectus and (ii) in the
          case of clause (y), the Company is proceeding promptly
          and in good faith to amend or supplement such Shelf
          Registration Statement and related prospectus to
          describe such events; provided, however, that in any
          case if such Registration Default occurs for a
          continuous period in excess of 30 days, Additional
          Interest shall be payable in accordance with the above
          paragraph from the day such Registration Default occurs
          until such Registration Default is cured.  All accrued
          Additional Interest shall be payable in respect of
          Transfer Restricted Securities in the same manner and
          at the same time as regular payments of interest on the
          Transfer Restricted Securities.  Following the cure of
          all Registration Defaults, the accrual of Additional
          Interest shall cease and the interest rate on the
          Transfer Restricted Securities will revert to 6.00% per
          annum.

     e.   not applicable;

     f.   principal and interest payment on the Notes will be
          made by the Company to The Depository Trust Company
          (the "DTC"), or if DTC shall cease to be the depositary
          for the Notes, to the Trustee, at its offices, as
          paying agent;

     g.   the Notes shall be redeemable at the option of the
          Company, in whole at any time or in part from time to
          time, upon not less than thirty but not more than sixty
          days' previous notice given by mail to the registered
          owners of the Notes at a redemption price equal to the
          greater of (i) 100% of the principal amount of the



The Bank of New York
March 13, 2002
Page 3

          Notes being redeemed and (ii) the sum of the present
          values of the remaining scheduled payments of principal
          and interest on the Notes being redeemed (excluding the
          portion of any such interest accrued to the date of
          redemption) discounted (for purposes of determining
          present value) to the redemption date on a semi-annual
          basis (assuming a 360-day year consisting of twelve 30-
          day months) at the Treasury Rate (as defined below)
          plus 25 basis points, plus, in each case, accrued
          interest thereon to the date of redemption points (the
          "Redemption Price").

          "Treasury Rate" means, with respect to any redemption
          date, the rate per annum equal to the semi-annual
          equivalent yield to maturity of the Comparable Treasury
          Issue, assuming a price for the Comparable Treasury
          Issue (expressed as a percentage of its principal
          amount) equal to the Comparable Treasury Price for such
          redemption date.

          "Comparable Treasury Issue" means the United States
          Treasury security selected by an Independent Investment
          Banker as having a maturity comparable to the remaining
          term of the Notes that would be utilized, at the time
          of selection and in accordance with customary financial
          practice, in pricing new issues of corporate debt
          securities of comparable maturity to the remaining term
          of the Notes.

          "Comparable Treasury Price" means, with respect to any
          redemption date, (i) the average of the bid and asked
          prices for the Comparable Treasury Issue (expressed in
          each case as a percentage of its principal amount) on
          the third Business Day preceding such redemption date,
          as set forth in the daily statistical release (or any
          successor release) published by the Federal Reserve
          Bank of New York and designated "Composite 3:30 p.m.
          Quotations for U.S. Government Securities" or (ii) if
          such release (or any successor release) is not
          published or does not contain such prices on such third
          Business Day, the Reference Treasury Dealer Quotation
          for such redemption date.

          "Independent Investment Banker" means one of the
          Reference Treasury Dealers appointed by the Company and
          reasonably acceptable to the Trustee.

          "Reference Treasury Dealer" means a primary U.S.
          government securities dealer in New York City selected
          by the Company and reasonably acceptable to the
          Trustee.

          "Reference Treasury Dealer Quotation" means, with
          respect to the Reference Treasury Dealer and any
          redemption date, the average, as determined by the
          Trustee, of the bid and asked prices for the Comparable
          Treasury Issue (expressed in each case as a percentage
          of its principal amount) quoted in writing to the
          Trustee by such Reference Treasury Dealer at or before
          5:00 p.m., New York City time, on the third Business
          Day preceding such redemption date.



The Bank of New York
March 13, 2002
Page 4

     h.   not applicable;

     i.   In accordance with the provisions of the Indenture and
          this clause 2.i., one or more fully-registered Note
          certificates will be issued as global securities for
          the Notes in the aggregate principal amount of the
          Notes and will be deposited with DTC.

          Notes offered and sold to Qualified Institutional
          Buyers pursuant to Rule 144A shall be issuable in whole
          or in part in the form of one or more permanent Global
          Securities in definitive, fully registered, book-entry
          form, without interest coupons (collectively, the
          "Global Note").  The Global Note shall be deposited on
          the Issue Date with, or on behalf of, the Depositary.
          Interest in the Global Note shall be available for
          purchase only by Qualified Institutional Buyers.

          The Global Note shall represent such of the Notes as
          shall be specified therein and shall provide that it
          shall represent the aggregate principal amount of Notes
          from time to time endorsed thereon and that the
          aggregate principal amount of Notes represented thereby
          may from time to time be reduced or increased, as
          appropriate, to reflect redemptions or the exchange
          pursuant to the Registered Exchange Offer.  Any
          endorsement of a Global Note to reflect the amount, or
          any increase or decrease in the aggregate principal
          amount of Notes represented thereby shall be reflected
          by the Trustee on Schedule A attached to the Global
          Note and made by the Trustee in accordance with written
          instructions or such other written form of instructions
          as is customary for the Depositary, from the Depositary
          or its nominee on behalf of any Person having a
          beneficial interest in the Global Note.

          The Depositary Trust Company shall initially serve as
          Depositary with respect to the Global Note.  Such
          Global Note shall bear the legends set forth in the
          form attached hereto as Exhibit A.

          The Global Note shall be substantially in the form
          attached hereto as Exhibit A.

     j.   not applicable;

     k.   not applicable;

     l.   the Indenture may be discharged upon payment of the
          principal of, premium, if any, and interest on all the
          Notes and other sums due under the Indenture pursuant
          to Section 12.02;

     m.   not applicable;

     n.   not applicable;




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March 13, 2002
Page 5

     o.   not applicable;

     p.   the Trustee shall authenticate and deliver Series B
          Notes from time to time for issue only in exchange for
          a like principal amount of Series A Notes, upon a
          Company Order, pursuant to Section 2.03 of the
          Indenture, for the authentication and delivery thereof;

     q.   Notes in definitive form that are Transfer Restricted
          Securities presented or surrendered for registration of
          transfer or exchange shall be accompanied by the
          following additional information and documents, as
          applicable, upon which the Security Registrar may
          conclusively rely: if such Transfer Restricted
          Securities are being transferred (1) to a Qualified
          Institutional Buyer in accordance with Rule 144A under
          the Securities Act or (2) pursuant to an exemption from
          registration in accordance with Rule 144 under the
          Securities Act (and based upon an opinion of counsel if
          the Company or the Trustee so requests) or (3) pursuant
          to an effective registration statement under the
          Securities Act, a certification to that effect from
          such holder in substantially the form of Exhibit B
          hereto.

          The transfer of beneficial interests in the Global Note
          shall be effected through the Depositary, in accordance
          with the Indenture and this Company Order (including
          the restrictions on transfer set forth therein and
          herein) and the rules and procedures of the Depositary
          therefore, which shall include restrictions on transfer
          comparable to those set forth therein and herein to the
          extent required by the Securities Act.

          Except as permitted hereunder, each certificate
          evidencing the Global Note or Notes in definitive form
          (and all Notes issued in exchange therefor or
          substitution thereof) shall bear a legend in
          substantially the following form:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
          UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
          JURISDICTION, AND THIS NOTE MAY NOT BE OFFERED, SOLD,
          PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH
          AN APPLICABLE EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE
          DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE
          INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN
          ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
          STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.
          EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
          SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
          PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
          BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE




The Bank of New York
March 13, 2002
Page 6

          SECURITIES ACT.  THE HOLDER OF THIS NOTE AGREES FOR THE
          BENEFIT OF KANSAS CITY POWER & LIGHT COMPANY THAT (A)
          PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
          THE DATE OF ORIGINAL ISSUANCE OF THIS NOTE AND THE LAST
          DATE ON WHICH KANSAS CITY POWER & LIGHT COMPANY OR ANY
          OF ITS AFFILIATES WAS THE OWNER OF THIS NOTE (OR ANY
          PREDECESSOR OF THIS NOTE) OR SUCH SHORTER PERIOD AS MAY
          BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR
          PROVISION THEREOF, UNDER THE SECURITIES ACT (THE
          "RESALE RESTRICTION TERMINATION DATE"), THIS NOTE MAY
          BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A)
          FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
          PURSUANT TO RULE 144A, TO A PERSON WHO THE SELLER
          REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
          (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
          TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B)
          IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
          UNDER THE SECURITIES ACT,  OR (C) IN ACCORDANCE WITH
          ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
          THE SECURITIES ACT (AND BASED UPON AN OPINION OF
          COUNSEL IF KANSAS CITY POWER & LIGHT COMPANY SO
          REQUESTS), SO LONG AS, PRIOR TO ANY OFFER, SALE OR
          TRANSFER OF THIS NOTE PURSUANT TO CLAUSE (C) ABOVE, THE
          REGISTRAR RECEIVES A CERTIFICATION OF THE TRANSFEROR
          AND AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN
          COMPLIANCE WITH THE SECURITIES ACT, (2) TO KANSAS CITY
          POWER & LIGHT COMPANY, OR (3) PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
          WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
          UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
          (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS
          REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THIS NOTE
          OF THE RESALE RESTRICTION SET FORTH IN (A) ABOVE.  THIS
          LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
          AFTER THE RESALE RESTRICTION TERMINATION DATE OR SUCH
          EARLIER TIME AS DETERMINED BY KANSAS CITY POWER & LIGHT
          COMPANY IN ACCORDANCE WITH APPLICABLE LAW.

          Each certificate evidencing the Global Note also shall
          bear the legend specified for Global Note in the form
          of Note attached hereto as Exhibit A.

          Upon any sale or transfer of a Note represented by a
          Global Note pursuant to Rule 144 under the Securities
          Act or an effective registration statement under the
          Securities Act, which shall be certified to the Trustee
          and Security Registrar upon which each may conclusively




The Bank of New York
March 13, 2002
Page 7

          rely, such Note shall not be required to bear the
          legend set forth herein if all other interests in such
          Global Note have been or are concurrently being sold or
          transferred pursuant to Rule 144 under the Securities
          Act or pursuant to an effective registration statement
          under the Securities Act.

          Notwithstanding the foregoing, upon consummation of the
          Registered Exchange Offer, the Company shall issue and,
          upon receipt of a Company Order in accordance with
          Section 2.01 of the Indenture, the Trustee shall
          authenticate Series B Notes in exchange for Series A
          Notes accepted for exchange in the Registered Exchange
          Offer, which Series B Notes (except in limited
          circumstances set forth in the Registration Rights
          Agreement) shall not bear the legend set forth herein
          and shall not provide for Additional Interest, and the
          Security Registrar shall rescind any restriction on the
          transfer of such Notes, in each case unless the holder
          of such Series A Notes (A) will not be acquiring the
          Series B Notes in the ordinary course of such holder's
          business, (B) at the time of consummation of the
          Registered Exchange Offer is a Person who has an
          arrangement or understanding with any Person to
          participate in the "distribution" (within the meaning
          of the Securities Act) of the Series B Notes, (C) is a
          Person who is an "affiliate" (as defined in Rule 144
          under the Securities Act) of the Company or (D) is a
          broker-dealer tendering Series A Notes acquired
          directly from the Company or an "affiliate" (as defined
          in Rule 144 under the Securities Act) of the Company
          for its own account.  The Company shall identify to the
          Trustee such holders of the Notes in a written
          certification signed by an Officer of the Company and,
          absent certification from the Company to such effect,
          the Trustee shall assume that there are no such
          holders.

     r.   not applicable;

     s.   The Company shall perform its obligations under the
          Registration Rights Agreement and shall comply in all
          material respects with the terms and conditions
          contained therein including without limitation, the
          payment of Additional Interest.

          The Trustee shall have no obligation or duty to
          monitor, determine or inquire as to compliance with any
          restrictions on transfer imposed under this Indenture
          or under applicable law with respect to any transfer of
          any interest in any Securities (including any transfers
          between or among Depositary participants or beneficial
          owners of interests in any Global Security) other than
          to require delivery of such certificates and other
          documentation or evidence as are expressly required by,
          and to do so if and when expressly required by the
          terms of, this Indenture, and to examine the same to
          determine substantial compliance as to form with the
          express requirements hereof.

3.   For all purposes under this Company Order, capitalized terms
     used herein shall have the meaning specified herein or in
     the Indenture, in the Registration Rights Agreement as the
     case may be:




The Bank of New York
March 13, 2002
Page 8

     "Additional Interest" has the meaning set forth in clause
     2.d. herein;

     "Comparable Treasury Issue" has the meaning set forth in
     clause 2.g. herein;

     "Comparable Treasury Price" has the meaning set forth in
     clause 2.g. herein;


     "Exchange Offer Registration Statement" has the meaning
     assigned to such term in the Registration Rights Agreement;

     "Global Note" has the meaning set forth in clause 2.i
     herein;

     "Indenture" has the meaning set forth in the first paragraph
     of this Company Order;

     "Independent Investment Banker" has the meaning set forth in
     clause 2.g. herein;

     "Initial Purchasers" means the initial purchasers listed on
     Schedule A to the Purchase Agreement, dated March 8, 2002,
     among the Company, Banc of America Securities LLC and BNP
     Paribas Securities Corp. as representatives for the initial
     purchasers relating to the issuance and sale of the Series A
     Notes;

     "Interest Payment Date" has the meaning set forth in clause
     2.d. herein;

     "Issue Date" has the meaning set forth in clause 2.d.
     herein;

     "Maturity Date" has the meaning set forth in clause 2.c.
     herein;

     "Notes" has the meaning set forth in Paragraph 1 herein;

     "Qualified Institutional Buyer" has the meaning assigned to
     such term in Rule 144A under the Securities Act;

     "Redemption Price" has the meaning set forth in clause 2.g.
     herein;

     "Registered Exchange Offer" means the offer by the Company
     pursuant to the Registration Rights Agreement to the holders
     of all outstanding Transfer Restricted Securities to
     exchange all such outstanding Transfer Restricted Securities
     held by such holders for Series B Notes, in an aggregate
     amount equal to the aggregate principal amount of the
     Transfer Restricted Securities tendered in such exchange
     offer by such holders;

     "Registrar" or "Security Registrar" means the Person keeping
     and maintaining the Security Register pertaining to the
     Notes;




The Bank of New York
March 13, 2002
Page 9

     "Reference Treasury Dealer" has the meaning set forth in
     clause 2.g. herein;

     "Reference Treasury Dealer Quotation" has the meaning set
     forth in clause 2.g. herein;

     "Transfer Restricted Securities" has the meaning assigned to
     such term in the Registration Rights Agreement;

     "Registration Default" has the meaning assigned to such term
     in the Registration Rights Agreement;

     "Registration Rights Agreement" means that certain
     Registration Rights Agreement, dated March 13, 2002, by and
     among the Company and the Initial Purchasers;

     "Regular Record Date" has the meaning set forth in clause
     2.d. herein;

     "Series A Notes" has the meaning set forth in Paragraph 1
     herein;

     "Series B Notes" has the meaning set forth in Paragraph 1
     herein;

     "Shelf Registration Statement" has the meaning assigned to
     such term in the Registration Rights Agreement;

     "Transfer Restricted Securities" has the meaning assigned to
     such term in the Registration Rights Agreement;

     "Treasury Rate" has the meaning set forth in clause 2.g.
     herein;

     The terms "herein", "hereof", "hereunder" and other words of
     similar import refer to this Company Order.

4.   You are hereby requested to authenticate $225,000,000
     aggregate principal amount of Series A Notes, executed by
     the Company and delivered to you concurrently with this
     Company Order and Officers' Certificate, in the matter
     provided by the Indenture.

5.   You are hereby requested to hold the Notes as custodian for
     DTC in accordance with the Letter of Representations dated
     March 12, 2002, from the Company and the Trustee to DTC.

6.   Concurrently with this Company Order and Officers'
     Certificate, an Opinion of Counsel under Sections 2.01 and
     15.06 of the Indenture is being delivered to you.

7.   The undersigned, Bernard J. Beaudoin, and Andrea F.
     Bielsker, the Chairman of the Board, President and Chief
     Executive Officer and the Vice President - Finance, Chief
     Financial Officer and Treasurer, respectively, of the
     Company do hereby certify that:




The Bank of New York
March 13, 2002
Page 10

     a.   we have read the relevant portions of the Indenture,
          including without limitation the conditions precedent
          provided for therein relating to the action proposed to
          be taken by the Trustee as requested in this Company
          Order and Officers' Certificate, and the definitions in
          the Indenture relating thereto;

     b.   we have read the Board Resolutions of the Company and
          the Opinion of Counsel referred to above;

     c.   we have conferred with other officers of the Company
          who have examined such records of the Company and have
          made such other investigation as we deemed relevant for
          purposes of this certificate;

     d.   in our opinion, we have made such examination or
          investigation as is necessary to enable us to express
          an informed opinion as to whether or not such
          conditions have been complied with; and

     e.   on the basis of the foregoing, we are of the opinion
          that all conditions precedent provided for in the
          Indenture relating to the action proposed to be taken
          by the Trustee as requested herein have been complied
          with.




The Bank of New York
March 13, 2002
Page 11

Kindly acknowledge receipt of this Company Order and Officers'
Certificate, including the documents listed herein, and confirm
the arrangements set forth herein by signing and returning the
copy of this document attached hereto.


                         Sincerely,

                         KANSAS CITY POWER & LIGHT COMPANY



                         /s/Bernard J. Beaudoin
                         Bernard J. Beaudoin
                         Chairman of the Board, President
			 and Chief Executive Officer



                         /s/Andrea F. Bielsker
                         Andrea F. Bielsker
                         Vice President - Finance, Chief
                         Financial Officer and Treasurer


Acknowledged by Trustee:


By:  /s/Robert A. Massimillo
     Authorized Signatory




                            Exhibit A

                         [FORM OF NOTE]


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.  THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND THE COMPANY ORDER OF
MARCH 13, 2002, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY.

[For as long as this Global Security is deposited with or on
behalf of                                it shall bear the
following legend.]  Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New
York corporation ("DTC"), to the Company or its agent for
registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


     REGISTERED                              REGISTERED

                KANSAS CITY POWER & LIGHT COMPANY
            6.00% Senior Notes due 2007, Series [A/B]


No.                                Principal Sum:  $225,000,000*

Registered Holder: Cede & Co.           CUSIP No. 485134 BD 1

KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to the registered
holder named above or registered assigns, on the maturity date
stated above, the principal sum stated above and to pay interest
thereon from March 13, 2002, or from the most recent interest
payment date to which interest has been duly paid or provided
for, initially on September 15, 2002, and thereafter semi-
annually on March 15 and September 15 of each year, at the
interest rate stated above, until the date on which payment of
such principal sum has been made or duly provided for.  The
interest


_______________________________
* Reference is made to Schedule A attached hereto with respect to
decreases and increases in the aggregate principal amount
evidenced by this Certificate.




so payable on any interest payment date will be paid to
the person in whose name this Security is registered at the close
of business on the March 1 or September 1, as the case may be,
immediately preceding that interest payment date, except as
otherwise provided in the Indenture.

     The principal and interest payments on the Security will be
made by the Company to DTC for disbursement to the registered
holder named above.  All such payments shall be made in such coin
or currency of the United States of America as at the time of
payment is legally tender for payment of public and private
debts.

     This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of March 1, 2002 (herein called the "Indenture", which
term shall have the meaning assigned to it in such instrument),
between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture).  Reference is made to the Indenture and any
supplemental indenture thereto for the provisions relating, among
other things, to the respective rights of the Company, the
Trustee and the holders of the Securities, and the terms on which
the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $225,000,000;
provided, however, that the authorized aggregate principal amount
of the Securities may be increased above such amount by a Board
Resolution to such effect.

     If an Event of Default (as defined in the Indenture) shall
have occurred and be continuing with respect to the Securities,
the principal hereof may be declared, and upon such declaration
shall become due and payable, in the manner, with such effect and
subject to the conditions provided in the Indenture.  Any such
declaration may be rescinded by holders of a majority in
principal amount of the outstanding Securities if all Events of
Default with respect to the Securities (other than the non-
payment of principal of the Securities which shall have become
due by such declaration) shall have been remedied.

     The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities at the
time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to the
Indenture or to any supplemental indenture with respect to the
Securities, or modifying in any manner the rights of the holders
of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities
or reduce the principal amount thereof, or reduce the rate
thereon, or make the principal thereof, or interest thereon,
payable in any coin or currency other than that in the Securities
provided, without the consent of each holder of the Securities so
affected, or (ii) reduce the aforesaid principal amount of the
Securities, the holders of which are required to consent to any
such supplemental indenture without the consent of the holders of
all Securities then outstanding.

     This Security is issuable as registered Security only, in
the denomination of $1,000 and any integral multiples of $1,000
approved by the Company, such approval to be evidenced by the
execution thereof.




     As provided in the Indenture and Company Order of March 13,
2002, and subject to certain limitations therein set forth, this
Security is transferable by the registered holder hereof in
person or by his attorney duly authorized in writing on the books
of the Company at the office or agency to be maintained by the
Company for that purpose, but only in the matter, subject to the
limitations and upon payment of any tax or governmental charge
for which the Company may require reimbursement as provided in
the Indenture, and upon surrender and cancellation of this
Security.  Upon any registration of transfer, a new registered
Security or Securities, of authorized denomination or
denominations, and in the same aggregate principal amount, will
be issued to the transferee in exchange therefore.

     The Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the registered holder hereof as the
absolute owner of this Security (whether or not this Security
shall be overdue and notwithstanding any notations of ownership
or other writing hereof made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account
of the principal hereof and interest due hereon as herein
provided and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Security Registrar shall
be affected by any notice to the contrary.

     No recourse shall be had for the payment of the principal of
or interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator or against any past, present or future stockholder,
officer or member of the Board of Directors, as such, of the
Company, whether by virtue of any constitution, state or rule of
law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and
as party of the consideration for the issue hereof, expressly
waived and released.

     By its acceptance of this Security bearing a legend
restricting transfer, each holder of this Security acknowledges
the restrictions on transfer of this Security set forth in the
Indenture, Company Order of March 13, 2002 and such legend and
agrees that it will transfer this Security only as provided in
the Indenture and Company Order of March 13, 2002.  In addition
to the rights provided to holders of this Security under the
Indenture, holders shall have all the rights set forth in that
certain Registration Rights Agreement, dated March 13, 2002,
among the Company and the Initial Purchasers, including without
limitation the right to receive Additional Interest as described
in Section 6 thereof.

     This Security shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of the State of New York.

     All terms used in this Security which are defined in the
Indenture and not defined herein shall have the meaning assigned
to them in the Indenture.

     This Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose until the
certificate of authentication on the face hereof is manually
signed by the Trustee.




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS NOTE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY,
REQUIRIED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS
ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.  EACH
PURCHASER OF THE NOTE IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER
EXEMPTION UNDER THE SECURITIES ACT.  THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF KANSAS CITY POWER & LIGHT COMPANY THAT
(A) PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
DATE OF ORIGINAL ISSUANCE OF THIS NOTE AND THE LAST DATE ON WHICH
KANSAS CITY POWER & LIGHT COMPANY OR ANY OF ITS AFFILIATES WAS
THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR SUCH
SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY
SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE
"RESALE RESTRICTION TERMINATION DATE"), THIS NOTE MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) FOR SO LONG AS THIS
NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, OR (C) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF KANSAS CITY POWER & LIGHT COMPANY
SO REQUESTS), SO LONG AS, PRIOR TO ANY OFFER, SALE OR TRANSFER OF
THIS NOTE PURSUANT TO CLAUSE (C) ABOVE, THE REGISTRAR RECEIVES A
CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO
KANSAS CITY POWER & LIGHT COMPANY OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM
IT OF THIS NOTE OF THE RESALE RESTRICTION SET FORTH IN (A) ABOVE.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE OR



SUCH EARLIER TIME AS DETERMINED BY KANSAS CITY POWER & LIGHT COMPANY
IN ACCORDANCE WITH APPLICABLE LAW.


     IN WITNESS WHEREOF, the Company has caused this instrument
to be signed by the manual or facsimile signatures of a Vice
President - Finance, Chief Financial Officer and the Treasurer of
the Company, and a facsimile of its corporate seal to be affixed
or reproduced hereon.


                         KANSAS CITY POWER & LIGHT COMPANY

                         By:
                              Andrea F. Bielsker
(SEAL)                        Vice President - Finance, Chief
		              Financial Officer and Treasurer


Attest:




Name:
Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein issued under the Indenture described herein.


                         THE BANK OF NEW YORK,
                         as Trustee


                         __________________________________
                         Authorized Signatory

Dated as of _____________________.





                                                       SCHEDULE A


                     SCHEDULE OF ADJUSTMENTS


     The initial aggregate principal amount evidenced by the
Certificate to which this Schedule is attached is $225,000,000.
The notations on the following table evidence decreases and
increases in the aggregate principal amount evidenced by such
Certificate.

                                    Aggregate
                                    Principal
                  Decrease in       Amount of
                   Aggregate       Securities      Notation by
    Date of        Principal     Remaining After    Security
  Adjustment        Amount        Such Decrease     Registrar
  ----------      ------------   ---------------   -----------





                            Exhibit B


        FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE
            OR REGISTRATION OF TRANSFER OR SECURITIES

Re:  6.00% Senior Notes due 2007, Series A (the "Notes") of
     Kansas City Power & Light Company (the "Company")

     This Certificate relates to $__________ principal amount of
Notes held by _______ (the "Transferor").

     The Transferor has requested the Trustee by written order to
exchange or register the transfer of a Note or Notes.

     In connection with such request and in respect of each such
Note, the Transferor does hereby certify that the Transferor is
familiar with the Indenture, dated as of March 1, 2002 (as
amended or supplemented above to date, the "Indenture"), between
the Company and The Bank of New York (the "Trustee") relating to
the above-captioned Notes and that the transfer of this Note does
not require registration under the Securities Act (as defined
below) because:*

()  Such Note is being acquired for the Transferor's own account
    without transfer.

()  Such Note is being transferred to a "qualified institutional
    buyer" (as defined in Rule 144A under the Securities Act of 1933,
    as amended (the "Securities Act")), in accordance with Rule 144A
    under the Securities Act.

()  Such Note is being transferred (i) pursuant to an exemption
    from registration in accordance with Rule 144 under the
    Securities Act (and based upon an opinion of counsel if the
    Company or the Trustee so requests) or (ii) pursuant to an
    effective registration statement under the Securities Act.

()  Such Note is being transferred in reliance on and in
    compliance with another exemption from the registration
    requirements of the Securities Act (and based upon an opinion
    of counsel if the Company or the Trustee so requests).

     You are entitled to rely upon this certificate and you are
irrevocably authorized to produce this certificate or a copy
hereof to an interested party in any administrative or legal
proceeding or official inquiry with respect to the matters
covered hereby.

___________________
* Check applicable box




                               [INSERT NAME OF TRANSFEROR]

                               By:
                               Name:
                               Title:
                               Address:


Date:  ___________________

                                                      Exhibit 4.3

             COMPANY ORDER AND OFFICERS' CERTIFICATE
                         SERIES B NOTES


                                   ______, 2002

The Bank of New York
101 Barclay Street
New York, NY 10286

Ladies and Gentlemen:

     Pursuant to Article Two of the Indenture, dated as of
March 1, 2002 (the "Indenture") between Kansas City Power & Light
Company (the "Company") and The Bank of New York, as trustee (the
"Trustee"), the Board Resolutions dated February 5, 2002, the
resolutions adopted in the meetings of the Board of Directors of
the Company on March 7, 2002, and the Company Order dated March
13, 2002 (the "Prior Company Order"), a copy of which certified
by the Secretary is being delivered herewith under Section 2.01
of the Indenture:

1.   The Company's $225,000,000 aggregate principal amount of
     6.00% Senior Notes due 2007, Series A (the "Series A
     Notes"), and $225,000,000 aggregate principal amount of
     6.00% Senior Notes due 2007, Series B (the "Series B Notes,
     and, together with the Series A Notes, the "Notes"), were
     established pursuant to the Indenture and Prior Company
     Order.

2.   Paragraph 2.q. of the Prior Company Order provides, among
     other things, that upon consummation of the Registered
     Exchange Offer (as defined in the Prior Company Order), the
     Company shall issue and, upon receipt of a Company Order in
     accordance with Section 2.01 of the Indenture, the Trustee
     shall authenticate Series B Notes in exchange for Series A
     Notes accepted for exchange in the Registered Exchange
     Offer.  The Prior Company Order provided that the Global
     Note representing the Series B Notes be substantially in the
     form appended to the Prior Company Order, which form for the
     Series B Notes is appended hereto as Exhibit A.

3.   You are hereby requested to authenticate $________ aggregate
     principal amount of Series B Notes, executed by the Company
     and delivered to you concurrently with this Company Order
     and Officers' Certificate, in the matter provided by the
     Indenture.

4.   You are hereby requested to hold the Notes as custodian for
     DTC in accordance with the Letter of Representations dated
     ______ __, 2002, from the Company and the Trustee to DTC.

5.   Concurrently with this Company Order and Officers'
     Certificate, an Opinion of Counsel under Sections 2.01 and
     15.06 of the Indenture is being delivered to you.



6.   The undersigned, Bernard J. Beaudoin, and Andrea F.
     Bielsker, the Chairman of the Board, President and Chief
     Executive Officer and the Vice President - Finance, Chief
     Financial Officer and Treasurer, respectively, of the
     Company do hereby certify that:

     a.   we have read the relevant portions of the Indenture,
          including without limitation the conditions precedent
          provided for therein relating to the action proposed to
          be taken by the Trustee as requested in this Company
          Order and Officers' Certificate, and the definitions in
          the Indenture relating thereto;

     b.   we have read the Board Resolutions of the Company and
          the Opinion of Counsel referred to above;

     c.   we have conferred with other officers of the Company
          who have examined such records of the Company and have
          made such other investigation as we deemed relevant for
          purposes of this certificate;

     d.   in our opinion, we have made such examination or
          investigation as is necessary to enable us to express
          an informed opinion as to whether or not such
          conditions have been complied with; and

     e.   on the basis of the foregoing, we are of the opinion
          that all conditions precedent provided for in the
          Indenture relating to the action proposed to be taken
          by the Trustee as requested herein have been complied
          with.



Kindly acknowledge receipt of this Company Order and Officers'
Certificate, including the documents listed herein, and confirm
the arrangements set forth herein by signing and returning the
copy of this document attached hereto.


                         Sincerely,

                              KANSAS CITY POWER & LIGHT COMPANY

                              __________________________________
                              Bernard J. Beaudoin
                              Chairman of the Board, President
                              and Chief Executive Officer


                              __________________________________
                              Andrea F. Bielsker
                              Vice President - Finance, Chief
                              Financial Officer and Treasurer


Acknowledged by Trustee:


By:  _____________________
     Authorized Signatory





                            Exhibit A

                         [FORM OF NOTE]


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.  THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND THE COMPANY ORDER OF
MARCH 13, 2002, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY.

Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.


     REGISTERED                              REGISTERED

                KANSAS CITY POWER & LIGHT COMPANY
              6.00% Senior Notes due 2007, Series B


No. _______________              Principal Sum:  $_______________*

Registered Holder: Cede & Co.           CUSIP No. 485134 BE 9

KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to the registered
holder named above or registered assigns, on the maturity date
stated above, the principal sum stated above and to pay interest
thereon from March 13, 2002, or from the most recent interest
payment date to which interest has been duly paid or provided
for, initially on September 15, 2002, and thereafter semi-
annually on March 15 and September 15 of each year, at the
interest rate stated above, until the date on which payment of
such principal sum has been made or duly provided for.  The
interest so payable on any interest payment date will be paid to
the person in whose name this Security is

_______________________________

* Reference is made to Schedule A attached hereto with respect to
decreases and increases in the aggregate principal amount
evidenced by this Certificate.




registered at the close of business on the March 1 or September 1,
as the case may be, immediately preceding that interest payment date,
except as otherwise provided in the Indenture.

     The principal and interest payments on the Security will be
made by the Company to DTC for disbursement to the registered
holder named above.  All such payments shall be made in such coin
or currency of the United States of America as at the time of
payment is legally tender for payment of public and private
debts.

     This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of March 1, 2002 (herein called the "Indenture", which
term shall have the meaning assigned to it in such instrument),
between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture).  Reference is made to the Indenture and any
supplemental indenture thereto for the provisions relating, among
other things, to the respective rights of the Company, the
Trustee and the holders of the Securities, and the terms on which
the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $225,000,000;
provided, however, that the authorized aggregate principal amount
of the Securities may be increased above such amount by a Board
Resolution to such effect.

     If an Event of Default (as defined in the Indenture) shall
have occurred and be continuing with respect to the Securities,
the principal hereof may be declared, and upon such declaration
shall become due and payable, in the manner, with such effect and
subject to the conditions provided in the Indenture.  Any such
declaration may be rescinded by holders of a majority in
principal amount of the outstanding Securities if all Events of
Default with respect to the Securities (other than the non-
payment of principal of the Securities which shall have become
due by such declaration) shall have been remedied.

     The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities at the
time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to the
Indenture or to any supplemental indenture with respect to the
Securities, or modifying in any manner the rights of the holders
of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities
or reduce the principal amount thereof, or reduce the rate
thereon, or make the principal thereof, or interest thereon,
payable in any coin or currency other than that in the Securities
provided, without the consent of each holder of the Securities so
affected, or (ii) reduce the aforesaid principal amount of the
Securities, the holders of which are required to consent to any
such supplemental indenture without the consent of the holders of
all Securities then outstanding.

     This Security is issuable as registered Security only, in
the denomination of $1,000 and any integral multiples of $1,000
approved by the Company, such approval to be evidenced by the
execution thereof.



     As provided in the Indenture and Company Orders of March 13,
2002, and _____, 2002, and subject to certain limitations therein
set forth, this Security is transferable by the registered holder
hereof in person or by his attorney duly authorized in writing on
the books of the Company at the office or agency to be maintained
by the Company for that purpose, but only in the matter, subject
to the limitations and upon payment of any tax or governmental
charge for which the Company may require reimbursement as
provided in the Indenture, and upon surrender and cancellation of
this Security.  Upon any registration of transfer, a new
registered Security or Securities, of authorized denomination or
denominations, and in the same aggregate principal amount, will
be issued to the transferee in exchange therefore.

     The Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the registered holder hereof as the
absolute owner of this Security (whether or not this Security
shall be overdue and notwithstanding any notations of ownership
or other writing hereof made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account
of the principal hereof and interest due hereon as herein
provided and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Security Registrar shall
be affected by any notice to the contrary.

     No recourse shall be had for the payment of the principal of
or interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator or against any past, present or future stockholder,
officer or member of the Board of Directors, as such, of the
Company, whether by virtue of any constitution, state or rule of
law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and
as party of the consideration for the issue hereof, expressly
waived and released.

     In addition to the rights provided to holders of this
Security under the Indenture, holders shall have all the rights
set forth in that certain Registration Rights Agreement, dated
March 13, 2002, among the Company and the Initial Purchasers,
including without limitation and among other rights therein
specified, that this Security and all 6.00% Senior Notes due
2007, Series A, from time to time issued and outstanding under
the Indenture (collectively, the "Securities") will vote and
consent together on all matters as one class and none of the
Securities will have the right to vote or consent as a class
separate from one another on any matter.

     This Security shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of the State of New York.

     All terms used in this Security which are defined in the
Indenture and not defined herein shall have the meaning assigned
to them in the Indenture.

     This Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose until the
certificate of authentication on the face hereof is manually
signed by the Trustee.



     IN WITNESS WHEREOF, the Company has caused this instrument
to be signed by the manual or facsimile signatures of a Vice
President - Finance, Chief Financial Officer and the Treasurer of
the Company, and a facsimile of its corporate seal to be affixed
or reproduced hereon.


                             KANSAS CITY POWER & LIGHT COMPANY

                             By:  _____________________________
                             Andrea F. Bielsker
(SEAL)                       Vice President - Finance, Chief
                             Financial Officer and Treasurer


Attest:

________________________
Name:
Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein issued under the Indenture described herein.


                           THE BANK OF NEW YORK,
                           as Trustee


                           _____________________________
                           Authorized Signatory


Dated as of _____________________.





                                                       SCHEDULE A


                     SCHEDULE OF ADJUSTMENTS


     The initial aggregate principal amount evidenced by the
Certificate to which this Schedule is attached is
$________________.  The notations on the following table evidence
decreases and increases in the aggregate principal amount
evidenced by such Certificate.

                                    Aggregate
                                    Principal
                  Decrease in       Amount of
                   Aggregate       Securities      Notation by
    Date of        Principal     Remaining After     Security
  Adjustment        Amount        Such Decrease     Registrar
  -----------     -----------     -------------    -----------

                                                        Exhibit 5


                                                     May 10, 2002



Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106-2124

Ladies and Gentlemen:

        I have acted as counsel in connection with the
Registration Statement on Form S-4 (the "Registration Statement")
filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended
(the "Act"), relating to the registration under the Act of $225
million aggregate principal amount of the Company's 6,00% Senior
Notes due 2007, Series B (the "Exchange Notes") to be offered by
the Company in exchange (the "Exchange Offer") for a like
principal amount of its issued and outstanding 6.00% Senior Notes
due 2007, Series A (the "Old Notes").  The Exchange Notes are to
be issued under an Indenture dated as of March 1, 2002 (the
"Indenture"), between the Company and The Bank of New York.

      I am familiar with the proceedings to date with respect to
such records, documents and matters of law and satisfied myself
as to such matters of fact as I consider are relevant for
purposes of this opinion.

      I am of the opinion that:

      When (i) the Registration Statement has become effective
under the Act and the Indenture has been qualified under the
Trust Indenture Act of 1939, as amended, and (ii) the Exchange
Notes have been duly authorized, executed, authenticated and
delivered in accordance with the provisions of the Indenture and
issued in exchange for Old Notes pursuant to, and in accordance
with the terms of, the Exchange Offer as contemplated in the
Registration Statement, the Exchange Notes will constitute legal,
valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as such
enforceability is subject to the effect of (x) bankruptcy,




insolvency, reorganization, moratorium, fraudulent conveyance or
other laws relating to or affecting creditors' rights generally
and (y) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).

      I am a member of the Bar of the State of Missouri and, for
purposes of this opinion, do not hold myself out as an expert of
the laws of any jurisdiction other than the State of Missouri.

      I hereby consent to the use of this opinion as an exhibit
to the above-mentioned Registration Statement.

                               Sincerely,

                               /s/Jeanie Sell Latz

                               Jeanie Sell Latz
                               Executive Vice President-
                               Corporate and Shared Services
                               and Secretary

                                                                                                                      Exhibit 12


                                                  KANSAS CITY POWER & LIGHT COMPANY

                                          COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                     Three months
                                         ended
                                       March 31
                                         2002         2001        2000      1999        1998         1997
                                      (Thousands)
                                                                                   
Income before extraordinary item
   and cumulative effect of changes
   in accounting principle                $ (7,981)  $ 103,819  $ 128,631  $ 81,915    $ 120,722     $ 76,560
Add:
Equity investment losses                         -         501     19,441    24,951       11,683        2,748
Minority interests in subsidiaries               -      (5,038)         -         1       (2,222)        (575)
    Income subtotal                         (7,981)     99,282    148,072   106,867      130,183       78,733

Add:
Taxes on income                             (6,526)     30,288     53,166     3,180       32,800        8,079
Kansas City earnings tax                         -         583        421       602          864          392
    Total taxes on income                   (6,526)     30,871     53,587     3,782       33,664        8,471

Interest on value of leased
    property                                 1,990      10,679     11,806     8,577        8,482        8,309
Interest on long-term debt                  15,115      80,329     60,956    51,327       57,012       60,298
Interest on short-term debt                    516       8,883     11,537     4,362          295        1,382
Mandatorily redeemable Preferred
    Securities                               3,113      12,450     12,450    12,450       12,450        8,853
Other interest expense
    and amortization                           938       5,188      2,927     3,573        4,457        3,990

    Total fixed charges                     21,672     117,529     99,676    80,289       82,696       82,832

Earnings before taxes on
     income and fixed charges                7,165     247,682    301,335   190,938      246,543      170,036

Ratio of earnings to fixed charges              (a)       2.11       3.02      2.38         2.98         2.05

     (a)  A $14.5 million deficiency in earnings caused the ratio of earnings to
          fixed charges to be less than a one-to-one coverage.

                                                   Exhibit 23.1




              CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent to the incorporation by reference  in  this
Registration  Statement on      Form S-4 of  our  report  dated
February 5, 2002 relating to the financial statements of Kansas
City  Power & Light Company (a wholly-owned subsidiary of Great
Plains Energy Incorporated), which appears in Kansas City Power
& Light Company's Annual Report on Form 10-K for the year ended
December  31,  2001  (as  amended).  We  also  consent  to  the
reference   to   us  under  the  heading  "Experts"   in   such
Registration Statement.




                                  /s/PricewaterhouseCoopers LLP
                                     PricewaterhouseCoopers LLP


Kansas City, Missouri
May 8, 2002

                                                     Exhibit 23.2




INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration
Statement on Form S-4 of Kansas City Power & Light Company 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 Kansas City Power & Light Company
for the year ended December 31, 2001.

We also consent to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.



/s/ DELOITTE & TOUCHE LLP



St. Louis, Missouri
May 8, 2002

                                                   Exhibit 24

                      POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute
and appoint Bernard J. Beaudoin or Jeanie S. Latz, his true
and lawful attorney and agent, with full power and authority
to execute in the name and on behalf of the undersigned as
such director a Registration Statement on Form S-4 and all
amendments thereto; hereby granting unto such attorney and
agent full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such
attorney and agent may do or cause to be done by virtue of
these presents.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 22nd day of April, 2002.


                                   /s/Bernard J. Beaudoin



STATE OF MISSOURI   )
                    ) ss
COUNTY OF JACKSON   )


     On this 22nd day of April, 2002, before me the
undersigned, a Notary Public, personally appeared Bernard J.
Beaudoin, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that he executed the same as his
free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.


                                   /s/Jacquetta L. Hartman
                                      Notary Public
                                      Ray County, Missouri

My Commission Expires:

April 8, 2004




                      POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute
and appoint Bernard J. Beaudoin or Jeanie S. Latz, his true
and lawful attorney and agent, with full power and authority
to execute in the name and on behalf of the undersigned as
such director a Registration Statement on Form S-4 and all
amendments thereto; hereby granting unto such attorney and
agent full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such
attorney and agent may do or cause to be done by virtue of
these presents.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 18th day of April, 2002.


                                   /s/David L. Bodde



STATE OF MISSOURI   )
                    ) ss
COUNTY OF JACKSON   )


     On this 18th day of April, 2002, before me the
undersigned, a Notary Public, personally appeared David L.
Bodde, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that he executed the same as his
free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.


                                   /s/Jacquetta L. Hartman
                                      Notary Public
                                      Ray County, Missouri

My Commission Expires:

April 8, 2004




                      POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute
and appoint Bernard J. Beaudoin or Jeanie S. Latz, his true
and lawful attorney and agent, with full power and authority
to execute in the name and on behalf of the undersigned as
such director a Registration Statement on Form S-4 and all
amendments thereto; hereby granting unto such attorney and
agent full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such
attorney and agent may do or cause to be done by virtue of
these presents.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 22nd day of April, 2002.


                                   /s/Mark A. Ernst



STATE OF MISSOURI   )
                    ) ss
COUNTY OF JACKSON   )


     On this 22nd day of April, 2002, before me the
undersigned, a Notary Public, personally appeared Mark A.
Ernst, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that he executed the same as his
free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.


                                   /s/Jacquetta L. Hartman
                                      Notary Public
                                      Ray County, Missouri

My Commission Expires:

April 8, 2004



                      POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute
and appoint Bernard J. Beaudoin or Jeanie S. Latz, his true
and lawful attorney and agent, with full power and authority
to execute in the name and on behalf of the undersigned as
such director a Registration Statement on Form S-4 and all
amendments thereto; hereby granting unto such attorney and
agent full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such
attorney and agent may do or cause to be done by virtue of
these presents.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 22nd day of April, 2002.


                                   /s/William K. Hall



STATE OF MISSOURI   )
                    ) ss
COUNTY OF JACKSON   )


     On this 22nd day of April, 2002, before me the
undersigned, a Notary Public, personally appeared William K.
Hall, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that he executed the same as his
free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.


                                   /s/Jacquetta L. Hartman
                                      Notary Public
                                      Ray County, Missouri

My Commission Expires:

April 8, 2004




                      POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute
and appoint Bernard J. Beaudoin or Jeanie S. Latz, his true
and lawful attorney and agent, with full power and authority
to execute in the name and on behalf of the undersigned as
such director a Registration Statement on Form S-4 and all
amendments thereto; hereby granting unto such attorney and
agent full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such
attorney and agent may do or cause to be done by virtue of
these presents.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 11th day of April, 2002.


                                   /s/Luis A. Jimenez



STATE OF MISSOURI   )
                    ) ss
COUNTY OF JACKSON   )


     On this 11th day of April, 2002, before me the
undersigned, a Notary Public, personally appeared Luis A.
Jimenez, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that he executed the same as his
free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.


                                   /s/Jacquetta L. Hartman
                                      Notary Public
                                      Ray County, Missouri

My Commission Expires:

April 8, 2004




                      POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute
and appoint Bernard J. Beaudoin or Jeanie S. Latz, his true
and lawful attorney and agent, with full power and authority
to execute in the name and on behalf of the undersigned as
such director a Registration Statement on Form S-4 and all
amendments thereto; hereby granting unto such attorney and
agent full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such
attorney and agent may do or cause to be done by virtue of
these presents.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 22nd day of April, 2002.


                                   /s/William C. Nelson



STATE OF MISSOURI   )
                    ) ss
COUNTY OF JACKSON   )


     On this 22nd day of April, 2002, before me the
undersigned, a Notary Public, personally appeared William C.
Nelson, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that he executed the same as his
free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.


                                   /s/Jacquetta L. Hartman
                                      Notary Public
                                      Ray County, Missouri

My Commission Expires:

April 8, 2004




                      POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute
and appoint Bernard J. Beaudoin or Jeanie S. Latz, her true
and lawful attorney and agent, with full power and authority
to execute in the name and on behalf of the undersigned as
such director a Registration Statement on Form S-4 and all
amendments thereto; hereby granting unto such attorney and
agent full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such
attorney and agent may do or cause to be done by virtue of
these presents.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 8th day of April, 2002.


                                   /s/Linda H. Talbott



STATE OF MISSOURI   )
                    ) ss
COUNTY OF JACKSON   )


     On this 8th day of April, 2002, before me the
undersigned, a Notary Public, personally appeared Linda H.
Talbott, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that she executed the same as her
free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.


                                   /s/Jacquetta L. Hartman
                                      Notary Public
                                      Ray County, Missouri

My Commission Expires:

April 8, 2004





                      POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute
and appoint Bernard J. Beaudoin or Jeanie S. Latz, his true
and lawful attorney and agent, with full power and authority
to execute in the name and on behalf of the undersigned as
such director a Registration Statement on Form S-4 and all
amendments thereto; hereby granting unto such attorney and
agent full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such
attorney and agent may do or cause to be done by virtue of
these presents.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 22nd day of April, 2002.


                                   /s/Robert H. West



STATE OF MISSOURI   )
                    ) ss
COUNTY OF JACKSON   )


     On this 22nd day of April, 2002, before me the
undersigned, a Notary Public, personally appeared Robert H.
West, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first
duly sworn, acknowledged that he executed the same as his
free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.


                                   /s/Jacquetta L. Hartman
                                      Notary Public
                                      Ray County, Missouri

My Commission Expires:

April 8, 2004

                                                         Exhibit 25

==================================================================

                     FORM T-1

        SECURITIES AND EXCHANGE COMMISSION
             Washington, D.C.  20549

             STATEMENT OF ELIGIBILITY
    UNDER THE TRUST INDENTURE ACT OF 1939 OF A
     CORPORATION DESIGNATED TO ACT AS TRUSTEE

       CHECK IF AN APPLICATION TO DETERMINE
       ELIGIBILITY OF A TRUSTEE PURSUANT TO
       SECTION 305(b)(2)           (     )

                    ----------

               THE BANK OF NEW YORK
    (Exact name of trustee as specified in its
                     charter)


   New York                           13-5160382
   (State of incorporation            (I.R.S. employer
   if not a U.S. national bank)       identification
                                           no.)

   One Wall Street, New York, N.Y.    10286
   (Address of principal executive    (Zip code)
   offices)



            KANSAS CITY POWER & LIGHT COMPANY
   (Exact name of obligor as specified in its charter)


   Missouri                           44-0308720
   (State or other jurisdiction of    (I.R.S. employer
   incorporation or organization)     identification no.)

   1201 Walnut
   Kansas City, Missouri              64106-2124
   (Address of principal executive    (Zip code)
   offices)

                           _____________

               6.00% Senior Notes due 2007, Series B
                (Title of the indenture securities)

==================================================================




1.   General information.  Furnish the following information as to
the Trustee:

     (a)   Name and address of each examining or supervising
     authority to which it is subject.

- ------------------------------------------------------------------
    Name                      Address

- ------------------------------------------------------------------
    Superintendent of Banks    2 Rector Street, New York,
    of the State of New York   N.Y.  10006, and Albany, N.Y. 12203

    Federal Reserve Bank of    33 Liberty Plaza, New York,
    New York                   N.Y.  10045

    Federal Deposit Insurance  Washington, D.C.  20429
    Corporation

    New York Clearing House    New York, New York   10005
    Association


    (b) Whether it is authorized to exercise corporate trust
powers.

    Yes.

2.  Affiliations with Obligor.

    If the obligor is an affiliate of the trustee, describe each
    such affiliation.

    None.

16. List of Exhibits.

    Exhibits identified in parentheses below, on file with the
    Commission, are incorporated herein by reference as an exhibit
    hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of
    1939 (the "Act") and 17 C.F.R. 229.10(d).

    1.  A copy of the Organization Certificate of The Bank
        of New York (formerly Irving Trust Company) as now in
        effect, which contains the authority to commence business
        and a grant of powers to exercise corporate trust powers.
        (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
        Registration Statement No. 33-6215, Exhibits 1a and 1b to
        Form T-1 filed with Registration Statement No. 33-21672 and
        Exhibit 1 to Form T-1 filed with Registration Statement No.
        33-29637.)

    4.  A copy of the existing By-laws of the Trustee.
        (Exhibit 4 to Form T-1 filed with Registration Statement
        No. 33-31019.)

    6.  The consent of the Trustee required by Section
        321(b) of the Act.  (Exhibit 6 to Form T-1 filed with
        Registration Statement No. 33-44051.)

    7.  A copy of the latest report of condition of the
        Trustee published pursuant to law or to the requirements of
        its supervising or examining authority.

				2



                             SIGNATURE

    Pursuant to the requirements of the Act, the Trustee, The Bank
of New York, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State
of New York, on the 7th day of May, 2002.


                   THE BANK OF NEW YORK

                   By:       /s/Stacey Poindexter
                   Name:     Stacey Poindexter
                   Title:    Assistant Treasurer




                                                          Exhibit 7


                Consolidated Report of Condition of
                       THE BANK OF NEW YORK
             of One Wall Street, New York, N.Y. 10286
              And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business
December 31, 2001, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions of
the Federal Reserve Act.

ASSETS                                         Dollar Amounts
                                                 In Thousands
Cash and balances due from
depository institutions:

 Noninterest-bearing balances and                  $3,163,218
 currency and coin

 Interest-bearing balances                          5,923,554

Securities:

 Held-to-maturity securities                        1,210,537

 Available-for-sale securities                      9,596,941

Federal funds sold and Securities                   4,723,579
purchased under agreements to
resell

Loans and lease financing
receivables:

 Loans and leases held for                          1,104,560
 sale

 Loans and leases, net of unearned
 income..........36,204,516

 LESS: Allowance for loan and
 lease losses.......608,227

 Loans and leases, net of unearned                 35,596,289
 income and allowance

Trading Assets                                      8,039,857

Premises and fixed assets                             836,786
(including capitalized leases)

Other real estate owned                                 1,292

Investments in unconsolidated                         207,616
subsidiaries and associated
companies

Customers' liability to this bank                     292,295
on acceptances outstanding

Intangible assets

   Goodwill                                         1,579,965

   Other intangible assets                             18,971

Other assets                                        5,723,285
		     	    	      	            ---------



Total assets                                      $78,018,745
                                                  ===========
LIABILITIES

Deposits:

 In domestic offices                              $28,786,182

 Noninterest-bearing     12,264,352

 Interest-bearing        16,521,830

 In foreign offices, Edge and                      27,024,257
 Agreement subsidiaries, and IBFs

 Noninterest-bearing        407,933

 Interest-bearing        26,616,325

Federal funds purchased and                         1,872,762
securities sold under agreements
to repurchase

Trading liabilities                                 2,181,529

Other borrowed money:                               1,692,630
(includes mortgage indebtedness
and obligations under capitalized
leases)

Bank's liability on acceptances                       336,900
executed and outstanding

Subordinated notes and debentures                   1,940,000

Other liabilities                                   7,217,748
                                                  -----------
Total liabilities                                 $71,052,008
                                                  ===========

EQUITY CAPITAL

Common stock                                        1,135,284

Surplus                                             1,050,729

Retained earnings                                   4,266,676

Accumulated other comprehensive                        13,733
income

Other equity capital                                        0
components
- -------------------------------------------------------------
Total equity capital                                6,466,422
                                                  -----------
Total liabilities and equity                      $78,015,745


     I,  Thomas J. Mastro, Senior Vice President and Comptroller of
the  above-named  bank  do  hereby  declare  that  this  Report  of
Condition  has  been prepared in conformance with the  instructions
issued by the Board of Governors of the Federal Reserve System  and
is true to the best of my knowledge and belief.

                                             Thomas J. Mastro,
                         Senior Vice President and Comptroller

     We,  the  undersigned directors, attest to the correctness  of
this  Report of Condition and declare that it has been examined  by
us and to the best of our knowledge and belief has been



prepared  in conformance with the instructions issued by the  Board
of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi                   Directors
Gerald L. Hassell
Alan R. Griffith

EXHIBIT 99.1

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.

     The undersigned hereby acknowledges receipt and review of the prospectus dated _________ __, 2002 of Kansas City Power & Light Company (the "Company") and this letter of transmittal. These two documents together constitute the Company's offer to exchange its 6.00% Senior Notes due 2007, Series B (the "Exchange Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 6.00% Senior Notes due 2007, Series A (the "Old Notes") (the "Exchange Offer").

     The Company reserves the right, at any time or from time to time, to extend the period of time during which the Exchange Offer for the Old Notes is open, at its discretion, in which event the term "Expiration Date" shall mean the latest date to which such Exchange Offer is extended. The Company shall notify The Bank of New York (the "Exchange Agent") of any extension by oral or written notice and shall make a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

     This letter of transmittal is to be used by a holder of Old Notes (i) if certificates of Old Notes are to be forwarded herewith or (ii) if delivery of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the "DTC") pursuant to the procedures set forth in the prospectus under the caption "The Exchange Offer -- Book-Entry Transfer" and an "agent's message" is not delivered as described in the prospectus under the caption "The Exchange Offer -- Procedures for Tendering --Tendering through DTC's automated tender offer program." Tenders by book-entry transfer may also be made by delivering an agent's message in lieu of this letter of transmittal. Holders of Old Notes whose Old Notes are not immediately available, or who are unable to deliver their Old Notes, this letter of transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date for the Exchange Offer, or who are unable to complete the procedure for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2. DELIVERY OF DOCUMENTS TO THE DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

     The term "holder" with respect to the Exchange Offer for Old Notes means any person in whose name such Old Notes are registered on the books of the Company, any person who holds such Old Notes and has obtained a properly completed bond power from the registered holder or any participant in the DTC system whose name appears on a security position listing as the holder of such Old Notes and who desires to deliver such Old Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to such Exchange Offer. Holders who wish to tender their Old Notes must complete this letter of transmittal in its entirety (unless such Old Notes are to be tendered by book-entry transfer and an agent's message is delivered in lieu hereof).

     PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

     THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

     List below the Old Notes to which this letter of transmittal relates. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this letter of transmittal.

Name of Tendering
Institution:__________________________________________________________________

DTC Account
Number(s):__________________________________________________________________

Transaction Code
Number(s):__________________________________________________________________

Name(s) of Registered holder(s)
of Old Notes:_________________________________________________________________

Date of Execution of Notice of
Guaranteed Delivery:___________________________________________________________

Window Ticket Number
(if available):_________________________________________________________________

Name of Eligible Institution that
Guaranteed Delivery:__________________________________________________________

DTC Account Number(s) (if delivered by
book-entry transfer):___________________________________________________________

Transaction Code Number(s) (if delivered by
book-entry transfer):___________________________________________________________

Name of Tendering Institution (if delivered by
book-entry transfer):___________________________________________________________

Name:______________________________________________________________________

Address:____________________________________________________________________

     If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this letter of transmittal, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact for the undersigned (with full knowledge that said Exchange Agent also acts as the agent for the Company in connection with the Exchange Offer) with respect to the tendered Old Notes with full power of substitution to (i) deliver such Old Notes, or transfer ownership of such Old Notes on the account books maintained by the DTC, to the Company and deliver all accompanying evidences of transfer and authenticity, and (ii) present such Old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

     The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Old Notes tendered hereby and to acquire the Exchange Notes issuable upon the exchange of such tendered Old Notes, and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are accepted for exchange by the Company.

     The undersigned acknowledges that the Exchange Offer is being made in reliance upon interpretations set forth in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the "SEC"), including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc. (available June 5, 1991), Shearman & Sterling (available July 2, 1993) and similar no-action letters (the "Prior No-Action Letters"), that the Exchange Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, PROVIDED that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders are not engaging in, do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution of such Exchange Notes. The SEC has not, however, considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances.

     The undersigned hereby further represents to the Company that (i) any Exchange Notes received are being acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not the undersigned, (ii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of the Old Notes or the Exchange Notes within the meaning of the Securities Act and (iii) neither the holder nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

     If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned acknowledges that if the undersigned is tendering Old Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes (i) the undersigned cannot rely on the position of the staff of the SEC set forth in the Prior No-Action Letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, and (ii) failure to comply with such requirements in such instance could result in the undersigned incurring liability under the Securities Act for which the undersigned is not indemnified by the Company.

     The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered hereby, including the transfer of such Old Notes on the account books maintained by the DTC.

     For purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Old Notes when, as and if the Company gives oral or written notice thereof to the Exchange Agent. Any tendered Old Notes that are not accepted for exchange pursuant to such Exchange Offer for any reason will be returned, without expense, to the undersigned as promptly as practicable after the Expiration Date for such Exchange Offer.

     All authority conferred or agreed to be conferred by this letter of transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this letter of transmittal shall be binding upon the undersigned's successors, assigns, heirs,

executors, administrators, trustees in bankruptcy and legal representatives.

     The undersigned acknowledges that the Company's acceptance of properly tendered Old Notes pursuant to the procedures described under the caption "The Exchange Offer--Procedures for Tendering" in the prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

     The Exchange Offer is subject to certain conditions set forth in the prospectus under the caption "The Exchange Offer--Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), the Company may not be required to exchange any of the Old Notes tendered hereby.

     Unless otherwise indicated under "Special Issuance Instructions," please issue the Exchange Notes issued in exchange for the Old Notes accepted for exchange, and return any Old Notes not tendered or not exchanged, in the name(s) of the undersigned (or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail or deliver the Exchange Notes issued in exchange for the Old Notes accepted for exchange and any Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the Exchange Notes issued in exchange for the Old Notes accepted for exchange in the name(s) of, and return any Old Notes not tendered or not exchanged to, the person(s) (or account(s)) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered for exchange.

To be completed ONLY (i) if Old Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Old Notes accepted for exchange, are to be issued in the name of someone other than the undersigned, or (ii) if Old Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at the DTC other than the DTC Account Number set forth above. Issue Exchange Notes and/or Old Notes to:

To be completed ONLY if Old Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Old Notes accepted for exchange, are to be mailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown below the undersigned's signature. Mail or deliver Exchange Notes and/or Old Notes to:

(The above lines must be signed by the registered holder(s) of Old Notes as your name(s) appear(s) on the Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this letter of transmittal. If Old Notes to which this letter of transmittal relate are held of record by two or more joint holders, then all such holders must sign this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person's authority so to act. See Instruction 5 regarding the completion of this letter of transmittal, printed below.)

     1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES OR AGENT'S MESSAGE AND BOOK-ENTRY CONFIRMATIONS. All physically delivered Old Notes or any confirmation of a book-entry transfer to the Exchange Agent's account at the DTC of Old Notes tendered by book-entry transfer (a "Book-Entry Confirmation"), as well as a properly completed and duly executed copy of this letter of transmittal or facsimile hereof (or an agent's message in lieu hereof), and any other documents required by this letter of transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date for the Exchange Offer, or the tendering holder must comply with the guaranteed delivery procedures set forth below. THE METHOD OF DELIVERY OF THE TENDERED OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY.

     2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old Notes and (a) whose Old Notes are not immediately available, (b) who cannot deliver their Old Notes, this letter of transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date or (c) who are unable to comply with the applicable procedures under the DTC's Automated Tender Offer Program on a timely basis, may tender their Old Notes according to the guaranteed delivery procedures set forth in the prospectus. Pursuant to such procedures: (i) such tender must be made by or through a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or a trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution"); (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) or a properly transmitted agent's message and notice of guaranteed delivery setting forth the name and address of the holder of the Old Notes, the registration number(s) of such Old Notes and the total principal amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after such Expiration Date, this letter of transmittal (or facsimile hereof or an agent's message in lieu hereof) together with the Old Notes in proper form for transfer (or a Book-Entry Confirmation) and any other documents required hereby, will be deposited by the Eligible Institution with the Exchange Agent; and (iii) this letter of transmittal (or facsimile hereof or an agent's message in lieu hereof) together with the certificates for all physically tendered Old Notes in proper form for transfer (or Book-Entry Confirmation, as the case may be) and all other documents required hereby are received by the Exchange Agent within three New York Stock Exchange trading days after such Expiration Date.

     Any holder of Old Notes who wishes to tender Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the applicable Expiration Date. Upon request of the Exchange Agent, a notice of guaranteed delivery will be sent to holders who wish to tender their Old Notes according to the guaranteed delivery procedures set forth above.

     See "The Exchange Offer--Guaranteed Delivery Procedures" section of the prospectus.

     3. TENDER BY HOLDER. Only a holder of Old Notes may tender such Old Notes in the Exchange Offer. Any beneficial holder of Old Notes who is not the registered holder and who wishes to tender should arrange with the registered holder to execute and deliver this letter of transmittal on his behalf or must, prior to completing and executing this letter of transmittal and delivering his Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such holder's name or obtain a properly completed bond power from the registered holder.

     4. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Old Notes is tendered, the tendering holder should fill in the principal amount tendered in the fourth column of the box entitled "Description of Old Notes Tendered" above. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes is not tendered, then Old Notes for the principal amount of Old Notes not tendered and Exchange Notes issued in exchange for any Old Notes accepted will be returned to the holder as promptly as practicable after the Old Notes are accepted for exchange.

     5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; MEDALLION GUARANTEE OF SIGNATURES. If this letter of transmittal (or facsimile hereof) is signed by the record holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this letter of transmittal (or facsimile hereof) is signed by a participant in the DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the Old Notes.

     If this letter of transmittal (or facsimile hereof) is signed by the registered holder(s) of Old Notes listed and tendered hereby and the Exchange Notes issued in exchange therefor are to be issued (or any untendered principal amount of Old Notes is to be reissued) to the registered holder(s), the said holder(s) need not and should not endorse any tendered Old Notes, nor provide a separate bond power. In any other case, such holder(s) must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this letter of transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

     If this letter of transmittal (or facsimile hereof) or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority to act must be submitted with this letter of transmittal.

     NO SIGNATURE GUARANTEE IS REQUIRED IF (i) THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(S) OF THE OLD NOTES TENDERED HEREIN (OR BY A PARTICIPANT IN THE DTC WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE TENDERED OLD NOTES) AND THE EXCHANGE NOTES ARE TO BE ISSUED DIRECTLY TO SUCH REGISTERED HOLDER(S) (OR, IF SIGNED BY A PARTICIPANT IN THE DTC, DEPOSITED TO SUCH PARTICIPANT'S ACCOUNT AT THE DTC) AND NEITHER THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" NOR THE BOX ENTITLED "SPECIAL REGISTRATION INSTRUCTIONS" HAS BEEN COMPLETED, OR (ii) SUCH OLD NOTES ARE TENDERED FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. IN ALL OTHER CASES, ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.

     6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should indicate, in the applicable box or boxes, the name and address to which Exchange Notes or substitute Old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this letter of transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the DTC as such noteholder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address (or account number) of the person signing this letter of transmittal.

     7. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, Exchange Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder and the Exchange Agent will retain possession of an amount of Exchange Notes with a face amount at least equal to the amount of such transfer taxes due by such tendering holder pending receipt by the Exchange Agent of the amount of such taxes.

     8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a holder of any Old Notes or Exchange Notes must provide the Company (as payor) with its correct taxpayer identification number ("TIN"), which, in the case of a holder who is an individual is his or her social security number. If the Company is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding of 31% on interest payments on the Exchange Notes.

     To prevent backup withholding, each tendering holder must provide such holder's correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Exchange Notes will be registered in more than one name or will not be in the name of the actual owner, consult the instructions on Internal Revenue Service Form W-9, which may be obtained from the Exchange Agent, for information on which TIN to report.

     Certain foreign individuals and entities will not be subject to backup withholding or information reporting if they submit a Form W-8, signed under penalties of perjury, attesting to their foreign status. A Form W-8 can be obtained from the Exchange Agent.

     If such holder does not have a TIN, such holder should consult the instructions on Form W-9 concerning applying for a TIN, check the box in Part 3 of the Substitute Form W-9, write "applied for" in lieu of its TIN and sign and date the form and the Certificate of Awaiting Taxpayer Identification Number. Checking this box, writing "applied for" on the form and signing such certificate means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If such holder does not provide its TIN to the Company within 60 days, backup withholding will begin and continue until such holder furnishes its TIN to the Company.

     The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with the Company's obligations regarding backup withholding.

     9. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company's acceptance of which might, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any conditions of the Exchange Offer or defects or irregularities of tenders as to particular Old Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including this letter of transmittal and the instructions hereto) shall be final and binding on all parties. Unless waived, any defects or

irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes nor shall any of them incur any liability for failure to give such notification.

     10. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive, in whole or part, any of the conditions to the Exchange Offer set forth in the prospectus.

     11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or contingent tender of Old Notes will be accepted.

     12. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This letter of transmittal and related documents cannot be processed until the procedures for replacing lost, stolen or destroyed Old Notes have been followed.

     13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or for additional copies of the prospectus or this letter of transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this letter of transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

     14. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the prospectus under the caption "The Exchange Offer - Withdrawal of Tenders."

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE OLD NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE.

Exhibit 99.2

     This form, or one substantially equivalent hereto, must be used by a holder to accept the Exchange Offer of Kansas City Power & Light Company (the "Company") and to tender 6.00% Senior Notes due 2007, Series A (the "Old Notes") to the Exchange Agent pursuant to the guaranteed delivery procedures described in "The Exchange Offer -- Guaranteed Delivery Procedures" of the Company's prospectus dated ______ __, 2002 and in Instruction 2 to the related letter of transmittal. Any holder who wishes to tender Old Notes pursuant to such guaranteed delivery procedures must ensure that The Bank of New York, as exchange agent

(the "Exchange Agent"), receives this notice of guaranteed delivery, properly completed and duly executed, prior to the Expiration Date (as defined below) of the Exchange Offer for such series. Capitalized terms used but not defined herein have the meanings ascribed to them in the letter of transmittal.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______ __, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF GUARANTEED DELIVERY IS COMPLETED.

     This notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space in the box provided on the letter of transmittal for guarantee of signatures.

Ladies and Gentlemen:

     The undersigned hereby tenders to the Company, in accordance with the Company's offer, upon the terms and subject to the conditions set forth in the prospectus and the related letter of transmittal, receipt of which is hereby acknowledged, the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer -- Guaranteed Delivery Procedures" and in Instruction 2 of

the letter of transmittal.

     The undersigned hereby tenders the Old Notes listed below:

*   Unless otherwise indicated, any tendering holder of Old Notes will be deemed to have tendered the entire aggregate principal amount represented by such Old Notes. All tenders must be in integral multiples of $1,000.

____________________

     THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OLD NOTES EXACTLY AS THE NAME(S) OF SUCH PERSON(S) APPEAR(S) ON CERTIFICATES FOR OLD NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF OLD NOTES, OR BY PERSON(S) AUTHORIZED TO BECOME HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY. IF SIGNATURE IS

BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST PROVIDE THE FOLLOWING INFORMATION:

     The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or a trust company having an office or correspondent in the United States, or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, hereby guarantees deposit with the Exchange Agent of the letter of transmittal (or facsimile thereof or agent's message in lieu thereof), together with the Old Notes of the series tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent's account at the DTC described in the prospectus under the caption "The Exchange Offer -- Book-Entry Transfer" and in the letter of transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange

trading days following the Expiration Date for such series.

     DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

     1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and duly executed copy of this notice of guaranteed delivery (or facsimile hereof or an agent's message and notice of guaranteed delivery in lieu hereof) and any other documents required by this notice of guaranteed delivery with respect to the Old Notes must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date of the Exchange Offer. Delivery of such notice of guaranteed delivery may be made by facsimile transmission, mail or hand delivery. THE METHOD OF DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY AND ANY OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the letter of transmittal.

     2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this notice of guaranteed delivery (or facsimile hereof) is signed by the registered holder(s) of the Old Notes referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this notice of guaranteed delivery (or facsimile hereof) is signed by a participant in the DTC whose name appears on a security position listing as the owner of the Old Notes, the signature must

correspond with the name as it appears on the security position listing as the owner of the Old Notes.

     If this notice of guaranteed delivery (or facsimile hereof) is signed by a person other than the registered holder(s) of any Old Notes listed or a participant of the DTC, this notice of guaranteed delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the Old Notes or signed as the name(s) of the participant appears on the DTC's security position listing.

     If this notice of guaranteed delivery (or facsimile hereof) is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit herewith evidence satisfactory to the Exchange Agent of such person's authority to so act.

     3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance and requests for additional copies of the prospectus and this notice of guaranteed delivery may be directed to the Exchange Agent at the address set forth on the cover page hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

EXHIBIT 99.3

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________ __, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Depository Trust Company Participants:

     We are enclosing a prospectus dated ________ __, 2002 of Kansas City Power & Light Company (the "Company") and the related letter of transmittal. These two documents constitute the Company's offer to exchange its 6.00% Senior Notes due 2007, Series B (the "Exchange Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 6.00% Senior Notes due 2007, Series A (the "Old Notes") (the "Exchange Offer"). Additionally, we have included a notice of guaranteed delivery and a letter that may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, with space provided for obtaining such client's instruction with regard to the Exchange Offer.

     We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date unless extended.

     The Exchange Offer for Old Notes is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered for exchange.

     Pursuant to the letter of transmittal, each holder of Old Notes will represent to the Company that (i) any Exchange Notes received are being acquired in the ordinary course of business of the person receiving such Exchange Notes, (ii) such person does not have an arrangement or understanding with any person to participate in the distribution of the Old Notes or the Exchange Notes within the meaning of the Securities Act and (iii) such person is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. In addition, each holder of Old Notes will represent to the Company that (i) if such person is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (ii) if such person is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, it will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

     The enclosed Letter to Clients contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

     The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 7 of the enclosed letter of transmittal.

     Additional copies of the enclosed material may be obtained from the undersigned.

Exhibit 99.4

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________ __, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Our Clients:

     We are enclosing with this letter a prospectus dated ________ __, 2002 of Kansas City Power & Light Company (the "Company") and the related letter of transmittal. These two documents together constitute the Company's offer to exchange its 6.00% Senior Notes due 2007, Series B (the "Exchange Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 6.00% Senior Notes due 2007, Series A (the "Old Notes") (the "Exchange Offer").

     The Exchange Offer for Old Notes is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered for exchange.

     We are the holder of record of Old Notes held by us for your own account. A tender of such Old Notes can be made only by us as the record holder and pursuant to your instructions. The accompanying letter of transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

     We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the letter of transmittal.

     Pursuant to the letter of transmittal, each holder of Old Notes will represent to the Company that (i) any Exchange Notes received are being acquired in the ordinary course of business of the person receiving such Exchange Notes, (ii) such person does not have an arrangement or understanding with any person to participate in the distribution of the Old Notes or the Exchange Notes within the meaning of the Securities Act and (iii) such person is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. In addition, each holder of Old Notes will represent to the Company that (i) if such person is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (ii) if such person is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, it will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE APPLICABLE EXPIRATION DATE.

INSTRUCTION TO
BOOK-ENTRY TRANSFER PARTICIPANT

To Participant of the DTC:

     The undersigned hereby acknowledges receipt and review of the prospectus dated ________ __, 2002 of Kansas City Power & Light Company (the "Company") and the related letter of transmittal. These two documents together constitute the Company's offer to exchange its 6.00% Senior Notes due 2007, Series B (the "Exchange Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like

principal amount of its issued and outstanding 6.00% Senior Notes due 2007, Series A ( the "Old Notes") (the "Exchange Offer").

     This will instruct you, the registered holder and DTC participant, as to the action to be taken by you relating to the Exchange Offer for the Old Notes held by you for the account of the undersigned.

     The aggregate principal amount of the Old Notes held by you for the account of the undersigned is (FILL IN AMOUNT):

     WITH RESPECT TO THE EXCHANGE OFFER, THE UNDERSIGNED HEREBY INSTRUCTS YOU (CHECK APPROPRIATE BOX):

     IF NO BOX IS CHECKED, A SIGNED AND RETURNED INSTRUCTION TO BOOK-ENTRY TRANSFER PARTICIPANT WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL OLD NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.

     If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations that (i) any Exchange Notes received are being acquired in the ordinary course of business of the undersigned; (ii) the undersigned does not have an arrangement or understanding with any person to participate in the distribution of the Old Notes or the Exchange Notes within the meaning of the Securities Act; (iii) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; (iv) if the undersigned is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.