KANSAS CITY POWER & LIGHT CO
GEN AGMT OF INDEMNITY; GPE & SEL
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1a.txt
<DESCRIPTION>GEN AGMT OF INDEMNITY; GPE & SEL
<TEXT>
                                                  Exhibit 10.1.a.

               CHUBB GROUP OF INSURANCE COMPANIES

 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-
                              1615
 ______________________________________________________________

                 GENERAL AGREEMENT OF INDEMNITY

    WHEREAS,   the  undersigned  (hereinafter  individually   and
collectively  called  "Indemnitor")  desires  FEDERAL   INSURANCE
COMPANY   or  any  of  its  subsidiary  or  affiliated   insurers
(hereinafter   called  "Company")  to  execute  bonds   including
undertakings and other like obligations (hereinafter referred  to
as  bond  or  bonds) on its behalf or on behalf  of  any  of  its
subsidiaries  or on behalf of any subsidiary or a  subsidiary  or
successive  subsidiaries,  direct or indirect,  now  existing  or
hereafter  created  (hereinafter  called  "Subsidiaries")  or  on
behalf  of any one or more of them and also desires the execution
of  bonds on behalf of individuals, partnerships or corporations,
limited liability companies or any other similarly unincorporated
associations of members (hereinafter called "Affiliates").

  WHEREAS, from time to time either the Indemnitor or one of more
of  its  Subsidiaries may be participant in joint  ventures  with
others, and bonds will be required on behalf of the Indemnitor or
one or more of its Subsidiaries along with the other participants
in such joint ventures.

   NOW, THEREFORE, in consideration of the Company executing said
bond or bonds, and the undersigned Indemnitor hereby requests the
execution thereof, and in consideration of the sum of One  Dollar
paid  to  the Indemnitor by said Company, the receipt whereof  is
hereby  acknowledged,  the  Indemnitor  being  benefited  by  the
execution and delivery of said bond or bonds, hereby agrees  that
it  will  at all times jointly and severally indemnify  and  save
harmless  said Company from and against any and all loss,  damage
or  expense, including court costs and attorneys' fees, which  it
shall  at  any  time  incur  by reason of  its  execution  and/or
delivery  of  said bond or bonds or its payment of any  claim  or
liability thereunder and will place the said Company in funds  to
meet  all  its  liability under said bond or  bonds  promptly  on
request  and  before  it  may be required  to  make  any  payment
thereunder  and that the voucher or other evidence of payment  by
said  Company  of  any  such  loss, damage,  expense,  claim,  or
liability shall be prima facie evidence of the fact and amount of
said Indemnitor's liability to said Company under this Agreement.

   IT  IS  UNDERSTOOD AND AGREED that Indemnitor will,  upon  the
written  request of the Company, promptly procure  the  full  and
complete  discharge  of the Company from any bonds  specified  in
such  request and all liability by reason thereof.  If such  full
and  complete discharge is unattainable, the Indemnitor will,  if
requested  by  the  Company,  promptly  provide  the  Company  an
irrevocable  letter  of  credit acceptable  to  the  Company,  as
collateral,  in  an amount sufficient to cover  all  undischarged
liability  under such specified bond or bonds, or  promptly  make
other provisions acceptable to the Company to fully collateralize
the  aforesaid undischarged liability.  Indemnitor further agrees
that,   in  the  event  of  its  breach  of  its  obligation   to
collateralize  the  undischarged liability  under  all  specified
bonds, the Company will have no adequate remedy at law and  shall
therefore be entitled to specific performance of the Indemnitor's
obligation  to  collateralize such undischarged  liability.   The
Company's  failure  to  act  to enforce  its  right  to  specific
performance hereunder shall not be construed as a waiver of  that
right,  which  may be enforced at any time at the Company's  sole
discretion.

   IT IS UNDERSTOOD AND AGREED that with respect to any bonds  on
behalf of Indemnitor, or any Subsidiary participating in a  joint
venture  that if specific application is filed with  the  Company
for  such  bonds the liability of the Indemnitor to  the  Company
with respect to such joint venture bonds shall be limited to  the
amount expressly set forth in said application.

   IT IS UNDERSTOOD AND AGREED that all of the terms, provisions,
and conditions of this Agreement shall be extended to and for the
benefit  not  only  of  the Company either as  a  direct  writing
company  or as a co-surety or reinsurer but also for the  benefit
of  any  surety or insurance company or companies with which  the
Company may participate as a co-surety or reinsurer and also  for
the  benefit of any other company which may execute any  bond  or
bonds  at  the request of the Company on behalf of Indemnitor  or
any of its Subsidiaries or Affiliates.

   IT  IS FURTHER UNDERSTOOD AND AGREED that said Indemnitor, its
heirs, successors and assigns are jointly and severally bound  by
the foregoing conditions of this Agreement.

   IN  WITNESS WHEREOF said Indemnitor has signed this instrument
under seal this 23rd day of May, 2002.

STRATEGIC ENERGY, L.L.C. (Seal)    GREAT PLAINS ENERGY INC.(Seal)

By:  /s/ Richard M. Zomnir         By:  /s/ Andrea F. Bielsker

_______________________________

By: ___________________________    ____________________________
                                                  Individually
_______________________________

By: ___________________________    ____________________________
                                                  Individually
_______________________________

<PAGE>

                 CERTIFICATE OF ACKNOWLEDGEMENT

State of Pennsylvania    )
County of Allegheny      )

     On May 23, 2002 before me Eileen L. Parson personally
appeared Richard M. Zomnir personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

Signature  /s/ Eileen L. Parson    (Seal)

                 CERTIFICATE OF ACKNOWLEDGEMENT

State of Pennsylvania    )
County of Allegheny      )

     On May 23, 2002 before me Eileen L. Parson personally
appeared Andrea F. Bielsker, Senior Vice President Finance, Chief
Financial Officer & Treasurer personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

Signature  /s/ Eileen L. Parson    (Seal)

                 CERTIFICATE OF ACKNOWLEDGEMENT

State of Pennsylvania    )
County of Allegheny      )

     On              before me
personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

Signature                          (Seal)

                 CERTIFICATE OF ACKNOWLEDGEMENT

State of Pennsylvania    )
County of Allegheny      )

     On              before me
personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

Signature                          (Seal)



</TEXT>
</DOCUMENT>
