FORM OF TRUST AGREEMENT
Exhibit 4.i.
GREAT PLAINS ENERGY CAPITAL TRUST
FORM OF TRUST AGREEMENT
THIS TRUST AGREEMENT, dated as of ____________, 200__, is
by and between (i) Great Plains Energy Incorporated, a Missouri
corporation (the "Depositor"), (ii) [name of Delaware trustee], a
Delaware banking corporation, as Delaware trustee (the "Delaware
Trustee"), and (iii) [name of administrative trustee], as
administrative trustee (the "Administrative Trustee," and
together with the Delaware Trustee, the "Trustees"). The
Depositor and the Trustees hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as
"Great Plains Energy Capital Trust __."
2. The Depositor hereby assigns, transfers, conveys and
sets over to the Trust the sum of $10. Such amount shall
constitute the initial trust estate. The Trustees hereby declare
that they will hold the trust estate for the Depositor subject to
the terms hereof.
3. It is the intention of the parties hereto that the Trust
created hereby constitutes a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. ss. 3801 (the "Business
Trust Act"), and that this document constitutes the governing
instrument of the Trust.
4. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware
Secretary of State in accordance with the provisions of the
Business Trust Act.
5. The Depositor, the Trustees and others will enter into
an amended and restated Trust Agreement, satisfactory to each
such party and substantially in the form to be included as an
exhibit to the Registration Statement on Form S-3 (the "1933 Act
Registration Statement") referred to below, or in such other form
as the Trustees and the Depositor may approve, to provide for the
contemplated operation of the Trust created hereby and the
issuance of Trust Preferred Securities referred to therein. Prior
to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to
obtain, prior to such execution and delivery, any licenses,
consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may
take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
6. The Depositor and the Trustees hereby authorize and
direct the Depositor, as the sponsor of the Trust, (i) to file
with the Securities and Exchange Commission (the "Commission")
and to execute, in the case of the 1933 Act Registration
Statement and 1934 Act Registration Statement (as herein
defined), on behalf of the Trust (a) the 1933 Act Registration
Statement, including pre-effective or post-effective amendments
to such Registration Statement relating to the registration
under the Securities Act of 1933, as amended (the "1933 Act"),
of the Trust Preferred Securities of the Trust, (b) any
preliminary prospectus or prospectus or supplement thereto
relating to the Trust Preferred Securities required to be
filed pursuant to Rule 424 under the 1933 Act, and (c) a
Registration Statement on Form 8-A or other
appropriate form (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendments
thereto) relating to the registration of the Trust
Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with
any national securities exchange and execute on behalf of the
Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Trust Preferred
Securities to be listed on such exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service
of process and other papers and documents as shall be necessary
or desirable to register the Trust Preferred Securities under the
securities or "Blue Sky" laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or
desirable; and (iv) to execute, deliver and perform on behalf of
the Trust, an underwriting agreement with the Depositor and the
underwriter or underwriters of the Trust Preferred Securities of
the Trust. In the event that any filing referred to in clauses
(i) through (iii) above is required by the rules and regulations
of the Commission, any national securities exchange or state
securities or Blue Sky laws to be executed on behalf of the Trust
by the Trustees, the Trustees, in their capacity as trustees of
the Trust, are hereby authorized and directed to join in any such
filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that [name of Delaware trustee],
in its capacity as trustee of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any
such document unless required by the rules and regulations of the
Commission, any national securities exchange or state securities
or Blue Sky laws. In connection with all of the foregoing, each
of the Trustees, solely in its capacity as trustee of the Trust,
and the Depositor hereby constitutes and appoints [ ], and each
of them severally, as its true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution for the
Depositor or in the Depositor's name, place and stead, in any and
all capacities, to sign any and all amendments (including all pre-
effective and post-effective amendments) to the 1933 Act
Registration Statement and the 1934 Act Registration Statement
and to file the same, with all exhibits thereto, and any other
documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor might or could do in
person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his respective substitute or substitutes, shall
do or cause to be done by virtue hereof.
7. This Trust Agreement may be executed in one or more
counterparts.
8. The number of trustees initially shall be two (2) and
thereafter the number of trustees shall be such number as shall
be fixed from time to time by a written instrument signed by
the Depositor, who may increase or decrease the number of
trustees; provided, however, that, to the extent required by the
Business Trust Act, one trustee shall either be a natural person
who is a resident of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Depositor is entitled
to appoint or remove without cause any trustee at any time.
Any trustee may resign upon thirty (30) days' prior written
notice to the Depositor.
9. [Name of Delaware trustee], in its capacity as trustee
of the Trust, shall not have any of the powers or duties of the
Trustees as set forth herein and shall be a trustee of the Trust
for the sole purpose of satisfying the requirements of Section
3807(a) of the Business Trust Act.
10. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware
(without regard to conflict of laws principles).
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound, have caused this Trust Agreement to be duly
executed as of the date first written above.
GREAT PLAINS ENERGY INCORPORATED,
as Depositor
By: ______________________________
[NAME OF DELAWARE TRUSTEE],
as Delaware trustee,
and not in its
individual capacity
By: ______________________________
______________________________
