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<TITLE>Form S8 Reg Stmt</TITLE>
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<META NAME="doccomm" CONTENT="Registration Statement to Issue New Shares for Plan">
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<B><FONT FACE="Arial" SIZE=2><P ALIGN="RIGHT">Registration No.&nbsp;333-________</P>
</B>
</FONT><B><FONT FACE="Arial" SIZE=1><P>As filed with the Securities and Exchange Commission on August&nbsp;__, 2002</P>
</B></FONT><FONT FACE="Arial" SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><FONT FACE="Arial"><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">Washington, D.C. 20549<BR>
</FONT><B><FONT FACE="Arial" SIZE=2>____________________<BR>
</FONT><FONT FACE="Arial" SIZE=6>Form S-8<BR>
</B></FONT><FONT FACE="Arial">REGISTRATION STATEMENT<BR>
Under<BR>
THE SECURITIES ACT OF 1933<BR>
</FONT><B><FONT FACE="Arial" SIZE=2>____________________<BR>
</FONT><FONT FACE="Arial" SIZE=6>Great Plains Energy Incorporated<BR>
</B></FONT><FONT FACE="Arial" SIZE=1>(Exact name of registrant as specified in its charter)<BR>
</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=624>
<TR><TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT FACE="Arial"><P ALIGN="CENTER">Missouri<BR>
</FONT><FONT FACE="Arial" SIZE=1>(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="29%" VALIGN="TOP">
<FONT FACE="Arial"><P ALIGN="CENTER">43-1916803<BR>
</FONT><FONT FACE="Arial" SIZE=1>(I.R.S. Employer<BR>
Identification No.)</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<FONT FACE="Arial"><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">1201 Walnut<BR>
Kansas City, Missouri 64106<BR>
</FONT><FONT FACE="Arial" SIZE=1>(Address and Zip Code principal executive offices)<BR>
</FONT><B><FONT FACE="Arial" SIZE=2>____________________<BR>
</B></FONT><FONT FACE="Arial" SIZE=6>EMPLOYEE SAVINGS PLUS PLAN<BR>
</FONT><B><FONT FACE="Arial" SIZE=2>____________________<BR>
</B>Jeanie Sell Latz, Corporate Secretary<BR>
1201 Walnut<BR>
Kansas City, Missouri 64106<BR>
</FONT><FONT FACE="Arial" SIZE=1>(Name and address of agent for service)<BR>
</P>
</FONT><FONT FACE="Arial" SIZE=2><P ALIGN="CENTER">(816) 556-2936<BR>
</FONT><FONT FACE="Arial" SIZE=1>(Telephone number, including area code, of agent of service)<BR>
</FONT><B><FONT FACE="Arial" SIZE=2>____________________<BR>
</P>
</B><P ALIGN="JUSTIFY"></P><DIR>

</FONT><B><FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></DIR>
</B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=673>
<TR><TD WIDTH="35%" VALIGN="BOTTOM" HEIGHT=33>
<FONT FACE="Univers,Arial"><P ALIGN="CENTER"></FONT><FONT FACE="Univers,Arial" SIZE=1>Title of Securities to Be Registered</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=33>
<FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER">Amount to be<BR>
Registered</FONT></TD>
<TD WIDTH="22%" VALIGN="BOTTOM" HEIGHT=33>
<FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER">Proposed Maximum Offering<BR>
Price Per Share*</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM" HEIGHT=33>
<FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate<BR>
Offering Price*</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=33>
<FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER">Amount of<BR>
Registration Fee</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=1><P ALIGN="JUSTIFY">Common Stock (without par value)</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER">1,300,000 shares</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER">$21.82*</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER">$28,366,000*</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER">$2,610</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT FACE="Arial" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT FACE="Arial"><P ALIGN="JUSTIFY">&#9;In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;*Estimated solely for purpose of determining the registration fee.  The average of the high and low prices in Common Stock on August&nbsp;21, 2002, as reported on the NYSE Composite Transaction, was $21.82.</P>
<P ALIGN="JUSTIFY"></P>
</FONT><FONT FACE="Arial" SIZE=3><P ALIGN="CENTER"><HR ALIGN="LEFT"></P>
<P ALIGN="CENTER">PART II<BR>
</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT<BR>
</P>
<B><P>Item 3.&#9;Incorporation of Documents by Reference</P>
</B>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by Great Plains Energy Incorporated (the "Registrant") or the Employee Savings Plus Plan (the "Plan") with the Securities and Exchange Commission (the "Commission") are hereby incorporated in this Registration Statement by reference:</P>
<DIR>
<DIR>
<DIR>

<P>1.&nbsp;&nbsp;The Annual Report on Form 10-K of the Registrant for the year ended December&nbsp;31,&nbsp;2001.</P>

<P>2.&nbsp;&nbsp;The Quarterly Reports on Form 10-Q of the Registrant for the quarters ended March&nbsp;31,&nbsp;2002 and June&nbsp;30,&nbsp;2002.</P>

<P>3.&nbsp;&nbsp;The Current Reports on Form 8-K/A of the Registrant dated February&nbsp;8,&nbsp;2002 and Form 8-K dated April&nbsp;24,&nbsp;2002, August&nbsp;12,&nbsp;2002 and August&nbsp;26,&nbsp;2002.</P>

<P>4.&nbsp;&nbsp;The Annual Report on Form 11-K of the Plan for the fiscal year ended December&nbsp;31,&nbsp;2001.</P>

<P>5.&nbsp;&nbsp;The description of the Common Stock of the Registrant included under the caption "Description of Common Stock" in the Registration Statement on Form S-3 of the Registrant (Registration No. 333-97263) filed July&nbsp;29,&nbsp;2002.</P>
</DIR>
</DIR>
</DIR>

<P>All documents filed with the Commission by the Registrant or the Plan pursuant to Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement to be a part here of from the date of filing such documents.</P>

<B><P>Item 5.&#9;Interests of Named Experts and Counsel.</P>
</B>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jeanie Sell Latz, Executive Vice President, Corporate and Shared Services and Corporate Secretary, will opine as to the legality of the shares of Common Stock of the Registrant and Plan interests to be issued under the Plan.  Ms. Latz is eligible to participate in the Plan.</P>

<B><P>Item 6.&#9;Indemnification of Directors and Officers.</P>
</B></FONT><FONT FACE="Univers,Arial" SIZE=3>
<P>Missouri Law, RSMo Section 351.355 (2001) provides as follows: </P>

</FONT><FONT FACE="Arial" SIZE=3><P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;A corporation created under the laws of this state may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgements, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in an manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the act that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;Except as otherwise provided in the Articles of incorporation or the bylaws, to the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections 1 and 2 of this section, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the action, suit or proceeding. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;Any indemnification under subsections 1 and 2 of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this section.  The determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this section.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;The indemnification provided by this section shall be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or bylaws or any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;A corporation created under the laws of this state shall have the power to give any further indemnity, in addition to the indemnity authorized or contemplated under other subsections of this section, including subsection 6, to any person who is or was a director, officer, employee or agent, or to any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, provided such further indemnity is either (i) authorized, directed, or provided for in the Articles of Incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed, or provided for in any bylaw or agreement of the corporation which has been adopted by a vote of the shareholders of the corporation, and provided further that no such indemnity shall indemnify any person from or on account of such person's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  Nothing in this subsection shall be deemed to limit the power of the corporation under subsection 6 of this section to enact bylaws or to enter into agreements without shareholder adoption of the same. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;Any provision of this chapter to the contrary notwithstanding, the provisions of this section shall apply to all existing and new domestic corporations, including but not limited to banks, trust companies, insurance companies, building and loan associations, savings bank and safe deposit companies, mortgage loan companies, corporations formed for benevolent, religious, scientific or educational purposes and nonprofit corporations. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;For the purpose of this section, references to "the corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he or she had served the resulting or surviving corporation in the same capacity. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;For purposes of this section, the term "other enterprise" shall include employee benefit plans; the term "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and the term "serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. </P>

<P>The officers and directors of the Company have entered into indemnification agreements with the Company indemnifying such officers and directors to the extent allowed under the above RSMo Section 351.355 (2001). </P>

<P>Article XIII of the Articles of Incorporation of the Registrant provides as follows: </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ARTICLE THIRTEENTH. (a) Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company or is or was an employee of the Company acting within the scope and course of his or her employment or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Company to the fullest extent authorized by The Missouri General and Business Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid to or to be paid in settlement) actually and reasonably incurred by such person in connection therewith.  The Company may in its discretion by action of its Board of Directors provide indemnification to agents of the Company as provided for in this ARTICLE THIRTEENTH.  Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Rights Not Exclusive.  The indemnification and other rights provided by this ARTICLE THIRTEENTH shall not be deemed exclusive of any other rights to which a person may be entitled under any applicable law, By-laws of the Company, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in any other capacity while holding the office of director or officer, and the Company is hereby expressly authorized by the shareholders of the Company to enter into agreements with its directors and officers which provide greater indemnification rights than that generally provided by The Missouri General and Business Corporation Law; provided, however, that no such further indemnity shall indemnify any person from or on account of such director's or officer's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  Any such agreement providing for further indemnity entered into pursuant to this ARTICLE THIRTEENTH after the date of approval of this ARTICLE THIRTEENTH by the Company's shareholders need not be further approved by the shareholders of the Company in order to be fully effective and enforceable. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Insurance.  The Company may purchase and maintain insurance on behalf of any person who was or is a director, officer, employee or agent of the Company, or was or is serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this ARTICLE THIRTEENTH. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;Amendment.  This ARTICLE THIRTEENTH may be hereafter amended or repealed; however, no amendment or repeal shall reduce, terminate or otherwise adversely affect the right of a person entitled to obtain indemnification or an advance of expenses with respect to an action, suit or proceeding that pertains to or arises out of actions or omissions that occur prior to the later of (a) the effective date of such amendment or repeal; (b) the expiration date of such person's then current term of office with, or service for, the Company (provided such person has a stated term of office or service and completes such term); or (c) the effective date such person resigns his or her office or terminates his or her service (provided such person has a stated term of office or service but resigns prior to the expiration of such term). </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted against Registrant by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.</P>

<B><P>Item 8.&#9;List of Exhibits</P>
</B></FONT>
<TABLE BORDER CELLSPACING=1 WIDTH=686>
<TR><TD WIDTH="12%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P ALIGN="CENTER">Exhibit Number</FONT></TD>
<TD WIDTH="4%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P ALIGN="CENTER">Description of Exhibit</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>4</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P ALIGN="RIGHT">*</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Articles of Incorporation of the Registrant.</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>5</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Opinion of Jeanie Sell Latz, Esq., Executive Vice President  - Corporate and Shared Services and Secretary of the Company, regarding the legality of the securities.</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>23-1</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Consent of PricewaterhouseCoopers LLP.</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>23-2</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Consent of Deloitte &amp; Touche LLP.</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>23-3</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Consent of Deloitte &amp; Touche LLP.</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>23-4</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Consent of Jeanie Sell Latz, Esq., Executive Vice President - Corporate and Shared Services and Secretary of the Company (included as part of Exhibit 5).</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>24</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Powers of Attorney.</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<FONT FACE="Univers,Arial" SIZE=3><P>______________________________________________</P>

</FONT><FONT FACE="Arial" SIZE=3><P>*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporated by reference herein as indicated.</P>
</FONT><FONT FACE="Univers,Arial" SIZE=3>
</FONT><FONT FACE="Arial" SIZE=3><P>&nbsp;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby undertakes that it has submitted the Plan and will submit any amendments to the Plan to the Internal Revenue Service in a timely manner and has made or will make all changes required by the Internal Revenue Service in order to qualify the Plan.</P>

<B><P>Item 9.&#9;Undertakings.</P>
</B>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;The undersigned Registrant hereby undertakes:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:</P>
<DIR>
<DIR>

<P>(i)&nbsp;&nbsp;To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</P>

<P>(ii)&nbsp;&nbsp;To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and</P>

<P>(iii)&nbsp;&nbsp;To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;</P>
</DIR>
</DIR>

<P>Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and each filing of the Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><HR ALIGN="RIGHT"></P>
<P ALIGN="JUSTIFY"></P>
</FONT><B><U><FONT FACE="Univers,Arial" SIZE=2><P>&nbsp;</P><DIR>
<DIR>

<P ALIGN="CENTER">SIGNATURES</P>
</U></FONT><FONT FACE="Univers,Arial" SIZE=1><P ALIGN="CENTER"></P></DIR>
</DIR>

</B></FONT><FONT FACE="Univers,Arial" SIZE=2><P>Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 27<SUP>th</SUP> day of August, 2002.</P>
</FONT><FONT FACE="Univers,Arial" SIZE=1></FONT>
<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 WIDTH=408>
<TR><TD VALIGN="TOP" COLSPAN=2>
<B><FONT FACE="Univers,Arial" SIZE=2><P>GREAT PLAINS ENERGY INCORPORATED</B></FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=2><P>By:</FONT></TD>
<TD WIDTH="88%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=2><P>/s/Bernard J. Beaudoin </FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=2><P>(Bernard J. Beaudoin)</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=2><P>Chairman of the Board, President and Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
</P>

<FONT FACE="Univers,Arial" SIZE=1>
</FONT><FONT FACE="Univers,Arial" SIZE=2><P>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed below by the following persons in the capacities and on the dates indicated</FONT><FONT FACE="Univers,Arial" SIZE=3>.</P>
</FONT><FONT FACE="Univers,Arial" SIZE=1></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=667>
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><FONT FACE="Univers,Arial" SIZE=3><P ALIGN="CENTER">Signature</U></FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<U><FONT FACE="Univers,Arial" SIZE=3><P ALIGN="CENTER">Title</U></FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<U><FONT FACE="Univers,Arial" SIZE=3><P ALIGN="CENTER">Date</U></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>/s/Bernard J. Beaudoin<BR>
(Bernard J. Beaudoin)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Chairman of the Board, President and Chief Executive Officer<BR>
(Principal Executive Officer)</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)<BR>
)<BR>
)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>/s/Andrea F. Bielsker<BR>
(Andrea F. Bielsker)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Vice President-Finance, Chief Financial Officer and Treasurer<BR>
(Principal Financial Officer)</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)<BR>
)<BR>
)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>/s/Neil Roadman<BR>
(Neil Roadman)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Controller<BR>
(Principal Accounting Officer)</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)<BR>
)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>&nbsp;David L. Bodde*</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Director</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>(David L. Bodde)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>&nbsp;Mark A. Ernst*</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Director</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)   August 27, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM" HEIGHT=10>
<FONT FACE="Univers,Arial" SIZE=3><P>(Mark A. Ernst)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP" HEIGHT=10><P></P></TD>
<TD WIDTH="27%" VALIGN="TOP" HEIGHT=10>
<FONT FACE="Univers,Arial" SIZE=3><P>) </FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>&nbsp;Randall C. Ferguson, Jr.*</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Director</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>(Randall C. Ferguson, Jr.)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>&nbsp;William K. Hall*</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Director</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>(William K. Hall)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>&nbsp;Luis A. Jimenez*</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Director</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>(Luis A. Jimenez)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>&nbsp;James A. Mitchell*</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Director</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>(James A. Mitchell)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>&nbsp;William C. Nelson*</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Director</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>(William C. Nelson)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>&nbsp;Linda Hood Talbott*</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Director </FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>(Linda Hood Talbott)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>&nbsp;Robert H. West*</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>Director </FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">
<FONT FACE="Univers,Arial" SIZE=3><P>(Robert H. West)</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=3><P>)</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Univers,Arial" SIZE=1></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=325>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=2><P>*By:</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT FACE="Univers,Arial" SIZE=2><P>/s/Bernard J. Beaudoin<BR>
 (Bernard J. Beaudoin)<BR>
Attorney-in-fact</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=2></FONT></BODY>
</HTML>
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{"company-data": {"conformed-name": "GREAT PLAINS ENERGY INC", "cik": "0001143068", "assigned-sic": "4911", "irs-number": "431916803", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98781", "film-number": "02749498"}, "business-address": {"street1": "1201 WALNUT", "city": "KANSAS CITY", "state": "MO", "zip": "64106", "phone": "8165562200"}}
Form S8 Reg Stmt
Registration No. 333-________
As filed with the Securities and Exchange Commission on August __, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
Great Plains Energy Incorporated
(Exact name of registrant as specified in its charter)
Missouri
(State or other jurisdiction of incorporation or organization)
43-1916803
(I.R.S. Employer
Identification No.)
1201 Walnut
Kansas City, Missouri 64106
(Address and Zip Code principal executive offices)
____________________
EMPLOYEE SAVINGS PLUS PLAN
____________________
Jeanie Sell Latz, Corporate Secretary
1201 Walnut
Kansas City, Missouri 64106
(Name and address of agent for service)
(816) 556-2936
(Telephone number, including area code, of agent of service)
____________________
CALCULATION OF REGISTRATION FEE
Title of Securities to Be Registered
Amount to be
Registered
Proposed Maximum Offering
Price Per Share*
Proposed Maximum Aggregate
Offering Price*
Amount of
Registration Fee
Common Stock (without par value)
1,300,000 shares
$21.82*
$28,366,000*
$2,610
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
*Estimated solely for purpose of determining the registration fee.  The average of the high and low prices in Common Stock on August 21, 2002, as reported on the NYSE Composite Transaction, was $21.82.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference
The following documents filed by Great Plains Energy Incorporated (the "Registrant") or the Employee Savings Plus Plan (the "Plan") with the Securities and Exchange Commission (the "Commission") are hereby incorporated in this Registration Statement by reference:
1.  The Annual Report on Form 10-K of the Registrant for the year ended December 31, 2001.
2.  The Quarterly Reports on Form 10-Q of the Registrant for the quarters ended March 31, 2002 and June 30, 2002.
3.  The Current Reports on Form 8-K/A of the Registrant dated February 8, 2002 and Form 8-K dated April 24, 2002, August 12, 2002 and August 26, 2002.
4.  The Annual Report on Form 11-K of the Plan for the fiscal year ended December 31, 2001.
5.  The description of the Common Stock of the Registrant included under the caption "Description of Common Stock" in the Registration Statement on Form S-3 of the Registrant (Registration No. 333-97263) filed July 29, 2002.
All documents filed with the Commission by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement to be a part here of from the date of filing such documents.
Item 5.	Interests of Named Experts and Counsel.
Jeanie Sell Latz, Executive Vice President, Corporate and Shared Services and Corporate Secretary, will opine as to the legality of the shares of Common Stock of the Registrant and Plan interests to be issued under the Plan.  Ms. Latz is eligible to participate in the Plan.
Item 6.	Indemnification of Directors and Officers.
Missouri Law, RSMo Section 351.355 (2001) provides as follows:
1.  A corporation created under the laws of this state may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgements, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in an manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
2.  The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the act that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
3.  Except as otherwise provided in the Articles of incorporation or the bylaws, to the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections 1 and 2 of this section, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the action, suit or proceeding.
4.  Any indemnification under subsections 1 and 2 of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this section.  The determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.
5.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this section.
6.  The indemnification provided by this section shall be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or bylaws or any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
7.  A corporation created under the laws of this state shall have the power to give any further indemnity, in addition to the indemnity authorized or contemplated under other subsections of this section, including subsection 6, to any person who is or was a director, officer, employee or agent, or to any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, provided such further indemnity is either (i) authorized, directed, or provided for in the Articles of Incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed, or provided for in any bylaw or agreement of the corporation which has been adopted by a vote of the shareholders of the corporation, and provided further that no such indemnity shall indemnify any person from or on account of such person's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  Nothing in this subsection shall be deemed to limit the power of the corporation under subsection 6 of this section to enact bylaws or to enter into agreements without shareholder adoption of the same.
8.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.
9.  Any provision of this chapter to the contrary notwithstanding, the provisions of this section shall apply to all existing and new domestic corporations, including but not limited to banks, trust companies, insurance companies, building and loan associations, savings bank and safe deposit companies, mortgage loan companies, corporations formed for benevolent, religious, scientific or educational purposes and nonprofit corporations.
10. For the purpose of this section, references to "the corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he or she had served the resulting or surviving corporation in the same capacity.
11. For purposes of this section, the term "other enterprise" shall include employee benefit plans; the term "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and the term "serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.
The officers and directors of the Company have entered into indemnification agreements with the Company indemnifying such officers and directors to the extent allowed under the above RSMo Section 351.355 (2001).
Article XIII of the Articles of Incorporation of the Registrant provides as follows:
ARTICLE THIRTEENTH. (a) Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company or is or was an employee of the Company acting within the scope and course of his or her employment or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Company to the fullest extent authorized by The Missouri General and Business Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid to or to be paid in settlement) actually and reasonably incurred by such person in connection therewith.  The Company may in its discretion by action of its Board of Directors provide indemnification to agents of the Company as provided for in this ARTICLE THIRTEENTH.  Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.
(b)  Rights Not Exclusive.  The indemnification and other rights provided by this ARTICLE THIRTEENTH shall not be deemed exclusive of any other rights to which a person may be entitled under any applicable law, By-laws of the Company, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in any other capacity while holding the office of director or officer, and the Company is hereby expressly authorized by the shareholders of the Company to enter into agreements with its directors and officers which provide greater indemnification rights than that generally provided by The Missouri General and Business Corporation Law; provided, however, that no such further indemnity shall indemnify any person from or on account of such director's or officer's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  Any such agreement providing for further indemnity entered into pursuant to this ARTICLE THIRTEENTH after the date of approval of this ARTICLE THIRTEENTH by the Company's shareholders need not be further approved by the shareholders of the Company in order to be fully effective and enforceable.
(c)  Insurance.  The Company may purchase and maintain insurance on behalf of any person who was or is a director, officer, employee or agent of the Company, or was or is serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this ARTICLE THIRTEENTH.
(d)  Amendment.  This ARTICLE THIRTEENTH may be hereafter amended or repealed; however, no amendment or repeal shall reduce, terminate or otherwise adversely affect the right of a person entitled to obtain indemnification or an advance of expenses with respect to an action, suit or proceeding that pertains to or arises out of actions or omissions that occur prior to the later of (a) the effective date of such amendment or repeal; (b) the expiration date of such person's then current term of office with, or service for, the Company (provided such person has a stated term of office or service and completes such term); or (c) the effective date such person resigns his or her office or terminates his or her service (provided such person has a stated term of office or service but resigns prior to the expiration of such term).
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted against Registrant by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 8.	List of Exhibits
Exhibit Number
Description of Exhibit
4
*
Articles of Incorporation of the Registrant.
5
Opinion of Jeanie Sell Latz, Esq., Executive Vice President  - Corporate and Shared Services and Secretary of the Company, regarding the legality of the securities.
23-1
Consent of PricewaterhouseCoopers LLP.
23-2
Consent of Deloitte & Touche LLP.
23-3
Consent of Deloitte & Touche LLP.
23-4
Consent of Jeanie Sell Latz, Esq., Executive Vice President - Corporate and Shared Services and Secretary of the Company (included as part of Exhibit 5).
24
Powers of Attorney.
______________________________________________
*     Incorporated by reference herein as indicated.
The Registrant hereby undertakes that it has submitted the Plan and will submit any amendments to the Plan to the Internal Revenue Service in a timely manner and has made or will make all changes required by the Internal Revenue Service in order to qualify the Plan.
Item 9.	Undertakings.
(a)  The undersigned Registrant hereby undertakes:
(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)  To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and each filing of the Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 27
th
day of August, 2002.
GREAT PLAINS ENERGY INCORPORATED
By:
/s/Bernard J. Beaudoin
(Bernard J. Beaudoin)
Chairman of the Board, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed below by the following persons in the capacities and on the dates indicated
.
Signature
Title
Date
/s/Bernard J. Beaudoin
(Bernard J. Beaudoin)
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
)
)
)
)
/s/Andrea F. Bielsker
(Andrea F. Bielsker)
Vice President-Finance, Chief Financial Officer and Treasurer
(Principal Financial Officer)
)
)
)
)
/s/Neil Roadman
(Neil Roadman)
Controller
(Principal Accounting Officer)
)
)
)
David L. Bodde*
Director
)
(David L. Bodde)
)
)
Mark A. Ernst*
Director
)   August 27, 2002
(Mark A. Ernst)
)
)
Randall C. Ferguson, Jr.*
Director
)
(Randall C. Ferguson, Jr.)
)
)
William K. Hall*
Director
)
(William K. Hall)
)
)
Luis A. Jimenez*
Director
)
(Luis A. Jimenez)
)
)
James A. Mitchell*
Director
)
(James A. Mitchell)
)
)
William C. Nelson*
Director
)
(William C. Nelson)
)
)
Linda Hood Talbott*
Director
)
(Linda Hood Talbott)
)
)
Robert H. West*
Director
)
(Robert H. West)
)
*By:
/s/Bernard J. Beaudoin
(Bernard J. Beaudoin)
Attorney-in-fact