Company Name: Great Plains Energy Inc.
Public Availability Date: February 10, 2006

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 29, 2005

VIA FEDERAL EXPRESS

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Great Plains Energy Incorporated: Omission of Shareholder Proposal Submitted by Bernard Janner

Ladies and Gentlemen:

On behalf of Great Plains Energy Incorporated (the "Company" or "Great Plains"), I have enclosed, pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), five additional copies of this letter, along with six copies of a shareholder proposal and statement of support submitted by Bernard Janner (the "Proponent") for inclusion in the Company's proxy materials for the 2006 Annual Meeting of Shareholders. The proposal and supporting statement are collectively referred to as the "Proposal."

I respectfully request that the staff of the Division of Corporation Finance (the "Staff") confirm that it will not recommend any enforcement action to the Securities and Exchange Commission (the "SEC") if the Company omits the Proposal from its 2006 proxy materials. I am sending a copy of this letter to the Proponent as formal notice of the Company's intention to exclude the Proposal from its 2006 proxy materials.

The Proposal reads:

NOW THEREFORE, the shareholders of Great Plains Energy Incorporated request that the Board of Directors appoint a committee of outside directors, and that said committee be charged with the following:

a) develop a Company Policy directed at eliminating the age discrimination inherent in a retirement program that does not provide a means by which the benefits of the oldest retirees match those of the youngest retirees;

b) develop a Program by which to implement said Policy; and

c) present said Program to the Board for its consideration, at least 180 days before the annual meeting of shareholders to be held in 2007.

Reasons for Excluding the Proposal

Great Plains believes that the Proposal may properly be excluded from its 2006 proxy materials because (i) the Proponent has not demonstrated his eligibility to submit the Proposal, (ii) the Proposal relates to the ordinary business operations of the Company, and (iii) the Proposal relates to a matter of personal interest to the Proponent that is not shared by the other shareholders at large.

I. The Proponent Has Not Demonstrated His Eligibility to Submit the Proposal.

Rule 14a-8(b) requires proponents to satisfy certain eligibility requirements in order to submit a proposal for inclusion in a company's proxy materials for a shareholder meeting. Rule 14a-8(b)(1) requires a proponent to be a security holder and to have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year on the date the proponent submits the proposal. Rule 14a-8(b)(2) provides that the proponent bears the burden of demonstrating compliance with the eligibility requirements in Rule 14a-8(b)(1).

The Company received the Proponent's submission, which is dated November 21,2005, on November 22, 2005, along with a letter in which he made statements about his ownership of Great Plains common stock and to which he attached certain of his account statements. See Exhibit A.

Because neither the letter nor the account statements provided sufficient evidence of the Proponent's eligibility, and because the name of the Proponent did not appear in the Company's records as a shareholder of record, the Company sent a timely notice to the Proponent on December 2, 2005, requesting verification of the Proponent's eligibility. See Exhibit B. In particular, the Company requested information from the record holder of the Proponent's shares of Great Plains common stock in order to verify that the Proponent continuously held the required amount of Great Plains common stock for at least one year as of November 21, 2005, the date the Proposal was submitted to the Company. The Company attached a copy of Rule 14a-8 to the notice.

On December 16, 2005, the Company received a letter from the Proponent, dated December 15, 2005, that included a letter from Merrill Lynch, dated December 13, 2005 (the "Merrill Lynch Letter"), which itself attached certain account and tax statements of the Proponent. See, respectively, Exhibits C and D. The Merrill Lynch Letter reads as follows:

The attached November 2005 statement and 2002 tax reporting statement is to provide verification that the above referenced shareholder has held the security Great Plains Energy Inc. (GXP) in his account continuously for over one year time period.

The Merrill Lynch Letter and the statements attached thereto do not provide sufficient proof of the Proponent's eligibility to submit the Proposal.

The Staff has made it abundantly clear in no-action letters and in the Staff Legal Bulletins addressing Rule 14a-8 that a shareholder must provide sufficient proof of its eligibility pursuant to Rule 14a-8(b)(2). See, e.g., Wal-Mart Stores, Inc. (Feb. 2, 2005) (granting relief where the proponent submitted proposal on December 6, 2004, but verifying letter from record holder was dated November 22, 2004); International Business Machines Corporation (Jan. 7, 2004) (granting relief where the proponent did not provide "support sufficiently evidencing that she satisfied the minimum ownership requirement continuously for the one-year period"); Pall Corporation (Sept. 20, 2005) (granting relief where the proponent "failed to supply support sufficiently evidencing that it satisfied the minimum ownership requirement continuously for the one-year period as of the date it submitted the proposal").

In addition, in Staff Legal Bulletin No. 14 (July 13, 2001), the Staff made two statements that bear directly on the issue presented here. First, in making the point that a proponent's periodic account statements could not serve as adequate proof of ownership for one year as of the date the proponent submitted its proposal, the Staff stated as follows: "A shareholder must submit an affirmative written statement from the record holder of his or her securities that specifically verifies that the shareholder owned the securities continuously for the period of one year as of the time of submitting the proposal." Second, in the same Staff Legal Bulletin, the Staff stated that a proposal would be excludable where a proponent submitted a proposal on June 1 and provided a statement from the record holder of its securities verifying that the proponent owned the required amount of securities continuously for one year as of only May 30 of the same year. Both of these statements highlight the requirement in Rule 14a-8(b) that the required evidence of ownership from the record holder of the proponent's securities must relate precisely to the date the proponent submits a proposal.

The Merrill Lynch Letter, dated December 13, 2005, fails to address the Proponent's continuous ownership for the one year period ended November 21, 2005, the date the Proposal was submitted to the Company. In point of fact, it evidences the gap in ownership information between November 21, 2004 and December 12, 2004. In addition, the Merrill Lynch Letter does not address the amount of the Proponent's ownership of Great Plains common stock. Thus, the Proponent failed to demonstrate his eligibility because none of his letters, the Merrill Lynch Letter, or the account and tax statements attached to those letters verify, as the Company explicitly requested and as Rule 14a-8(b) requires, that the Proponent continuously held the minimum amount of the Company's securities for the one-year period ended November 21, 2005.

Under Rule 14a-8(b)(2), the burden of demonstrating eligibility to submit this Proposal is on the Proponent. Despite a clear notification from the Company regarding the need for the Proponent to provide sufficient information to demonstrate his eligibility, the Proponent failed to meet his burden. Accordingly, the Proposal is excludable under Rule 14a-8(f).

II. The Proposal Relates to the Ordinary Business Operations of the Company.

Rule 14a-8(i)(7) provides that a company may omit a proposal if it "deals with a matter relating to the company's ordinary business operations." Day-to-day business matters that do not involve significant social policy issues pertain to a company's ordinary business operations.

The Proposal requests that Great Plains implement a policy that would allow the benefits of the oldest retirees to match those of the youngest retirees. In essence, the Proposal seeks an increase in retirement benefits for some Company retirees.

The Staff has consistently concurred in the exclusion of proposals that seek an increase in retirement benefits, noting that such proposals relate to ordinary business operations, i.e., employee benefits. See, e.g., Aetna Inc. (Feb. 14, 2005) (concurring in exclusion under Rule 14a-8(i)(7) where the proposal requested that the company's subsidy for dental benefits for retirees be restored); BellSouth Corporation (Jan. 3, 2005) (concurring in exclusion under Rule 14a-8(i)(7) where the proposal requested a 5% increase in pension benefits for employees who retired prior to January 1, 2000 and a 2% increase for employees who retired after that date); International Business Machines Corporation (Dec. 20, 2004) (concurring in exclusion under Rule 14a-8(i)(7) where the proposal indicated that "long term retirement people" needed raises); Lucent Technologies Inc. (Nov. 26, 2003) (concurring in exclusion under Rule 14a-8(i)(7) where the proposal related to limiting management's compensation until all retirement benefits were restored and retirement payments were increased to a certain percentage). Similar to the proposals in these letters, the Proposal relates to increasing benefits for certain Company retirees - an ordinary business matter. Therefore, the Proposal is excludable under Rule 14a-8(i)(7).

III. The Proposal Relates to a Personal Interest Matter.

Rule 14a-8(i)(4) allows a company to omit a proposal that it is designed to result in a benefit to a shareholder, or to further a personal interest, that is not shared by company shareholders at large. In 1983, the Commission revised the predecessor to this Rule (Rule 14a-8(c)(4)) "to insure that the security holder proposal process would not be abused by proponents attempting to achieve personal ends that are not necessarily in the common interest of the issuers shareholders generally." Exchange Act Release No. 20091 (Aug. 23, 1983).

The Proponent is a former Company employee who retired in 1994. The Proposal seeks increased benefits for older Company retirees, such as the Proponent - an issue that is not of common interest for shareholders generally.

The Staff has consistently concurred in the exclusion of proposals that relate to a personal grievance or interest. For example, in Union Pacific Corporation (Jan. 31, 2000), the Staff concurred in the exclusion of a proposal requesting a policy prohibiting discrimination against certain former employees with respect to current or deferred compensation, including pension plan provisions which prevented certain employees from earning "regular pension benefits," as "relating to the redress of a personal claim or grievance or as being designed to result in a benefit to the proponents or to further a personal interest, which benefit or interest is not shared with other security holders at large." Similar to Union Pacific, the Proposal relates to a benefit to certain retirees, including the Proponent, that would not be shared by the Company's shareholders at large. For the foregoing reason, the Proposal is excludable under Rule 14a-8(i)(4).

* * *

I would very much appreciate a response from the Staff on this no-action request as soon as practicable, so that the Company can meet its printing and mailing schedule for the 2006 Annual Meeting of Shareholders. If you have any questions or require additional information concerning this matter, please call me at (816) 556-2608.

Very truly yours,

/s/

Mark G. English
General Counsel and Assistant Secretary

Enclosures

cc: Mr. Bernard Janner (w/enclo.)

SHAREHOLDER PROPOSAL

WHEREAS, a great many of the Company's retirees are also shareholders; and

WHEREAS, many of those shareholder/retirees receive a retirement pension payment from the Company; and

WHEREAS, the retirement payments issued by the Company are generally not subject to periodic adjustment to reflect changes in the cost of living; and

WHEREAS, as a result, the pension benefits of the Company's oldest retirees are less than those of its youngest retirees; and

WHEREAS, the result of the failure to adjust pension benefits is not only economically detrimental to the Company's shareholders who are also retirees, but it also has the effect of discriminating against and among those shareholder/retirees on the basis of their age; and

WHEREAS, it would be detrimental to the Company and all of its shareholders if such age discrimination were allowed to continue, and it should be the policy of the Company to avoid and to eliminate such discrimination;

NOW THEREFORE, the shareholders of Great Plains Energy Incorporated request that the Board of Directors appoint a committee of outside directors, and that said committee be charged with the following:

a) develop a Company Policy directed at eliminating the age discrimination inherent in a retirement program that does not provide a means by which the benefits of the oldest retirees match those of the youngest retirees;

b) develop a Program by which to implement said Policy; and

c) present said Program to the Board for its consideration, at least 180 days before the annual meeting of shareholders to be held in 2007.

[STAFF REPLY LETTER]

February 10, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Great Plains Energy Incorporated Incoming letter dated December 29, 2005

The proposal relates to employee retirement benefits.

There appears to be some basis for your view that Great Plains Energy may exclude the proposal under rule 14a-8(f). We note that the proponent appears to have failed to supply, within 14 days of receipt of Great Plains Energy's request, documentary support sufficiently evidencing that he satisfied the minimum ownership requirement for the one-year period as of the date that he submitted the proposal as required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if Great Plains Energy omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which Great Plains Energy relies.

Sincerely,

/s/

Geoffrey M. Ossias
Attorney-Adviser