0001143068-04-000194 Sample Contracts

GREAT PLAINS ENERGY INCORPORATED 5,000,000 shares of common stock (no par value) UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 2004 • Great Plains Energy Inc • Electric services • New York

Great Plains Energy Incorporated, a Missouri corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the "Representative"), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, no par value, of the Company ("Common Stock") set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of additional shares of Common Stock to cover over-allotments, if any. The aforesaid sh

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GREAT PLAINS ENERGY INCORPORATED 6,000,000 FELINE PRIDESSM (Initially consisting of 6,000,000 Income PRIDESSM) UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 2004 • Great Plains Energy Inc • Electric services • New York

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center North Tower New York, New York 10080 As Representative of the several Underwriters

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