Company Name: Great Plains Energy Inc.
Public Availability Date: December 12, 2007

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

November 7, 2007

VIA FEDERAL EXPRESS

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Great Plains Energy Incorporated: Omission of Shareholder Proposal Submitted by Conrad Gebhart

Ladies and Gentlemen:

On behalf of Great Plains Energy Incorporated (the "Company" or "Great Plains"), I enclose, 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 by Conrad Gebhart (the "Proponent"), for inclusion in the Company's proxy materials for the 2008 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 2008 proxy materials. I am sending a copy of this letter to Mr. Conrad as formal notice of the Company's intention to exclude the Proposal from its 2008 proxy materials.

The Proposal and Proponent Communications

The Proposal reads:

WHEREAS in an environment of energy independence and alternative energy power development nuclear power generation necessitates a continuing review of needs within transmission line grids.

WHEREAS nuclear power generation applications are under current reports increasingly being submitted to the Nuclear Regulatory Commission and Public Service commissions.

WHEREAS the area of the old Oregon, Missouri, InterUrban (ELECTRIC) is along the current MO., Hwy. Route "T" (minor collector), and excavations onto firm limestone foundations have been accomplished by MoDOT leaving by their foresight a gradient to 18,000-20,000 acre watershed for gravity flow water resources, in the UTM location of N. 39 Degrees 57.939 W. 95 Degrees 10.575 we hereby as major shareholders in Great Plains Power ask this shareholder resolution be added to the next general stockholder's meeting.

See Exhibit A.

On September 20, 2007, shortly before receipt of the Proposal, the Company received the following e-mail from the Proponent:

Hell-o;

Can shareholder's resolutions be sent to KCPL asking to apply to the NRC in resurgence of applications to the NRC for nuclear power plant development? Having been a GXP shareholder in MissouriGXP's expansion into the networkwe have a mile of frontage road on Missouri State Hwy T, network transmission lines and most all of the area has been leveled on limestone bedrock, with water reserves close to the Missouri River, and a change in elevation for gravity flow water resources. All these resources are located at elevation 836 ft, N 39deg 57.939, W 95deg 10,575. We think mile long frontages, gravity flow water points, stable lime foundations, existing transmission lines would do well in a regular nuclear engineering and resurgence of American energy independence with NRC applications for nuclear energy can be feasible. Are shareholder resolution submissions accepted on a regular basis for KCPL expansion into nuclear power energy independence generation?

Warmest cordialities;
Conrad Gebhart

See Exhibit B (emphasis added).

The Company responded by e-mail on September 24, 2007, as follows:

Mr. Gebhart -

Shareholders wishing to have a proposal included in the proxy statement for the Great Plains Energy Annual Meeting in 2008 must submit a written proposal to the Corporate Secretary by November 21, 2007. Securities and Exchange Commission ("SEC") rules set standards for shareholder proposal requirements to be included in a proxy statement, including that each shareholder may submit no more than one proposal for a shareholder meeting.

To be eligible to bring a proposal for inclusion in the Proxy Statement, you:

must have continuously held at least $2,000 in market value or 1% of our common stock for at least one (1) year as of the date the proposal is submitted to us; and

intend to continue ownership of the shares through the date of the Annual Meeting.

To be in proper written form, your proposal must set forth as to the matter you propose to bring before the Annual Meeting:

a brief description (no more than 500 words in length) of the business to be brought before the shareholder meeting and the reasons for conducting the business at the shareholder meeting;

your name and record address;

the class or series and number of shares of our stock that you own beneficially or of record, including proof of ownership and length of ownership by written statement from the "record" holder of the securities or a copy of the proof of ownership filed with the SEC and a written statement of your intent to continue ownership of the shares through the date of the Annual Shareholders Meeting;

a description of all arrangements or understandings between you and any other person or persons (including their names) in connection with your proposal, and any material interest of you in such proposal; and

your representation that you intend to appear in person or by a qualified representative at the Annual Meeting to bring such business before the meeting.

KCP&L Legal Dept.

See Exhibit C.

Description of the Company

The Company is a holding company and does not own or operate any significant assets other than the stock of its subsidiaries. Its two operating subsidiaries are Kansas City Power & Light Company ("KCP&L"), on integrated regulated electric utility, and Strategic Energy, L.L.C. ("Strategic Energy"), which provides competitive electricity supply services in certain electricity markets that offer retail choice. KCP&L owns and operates electric generation, transmission or distribution facilities; Strategic Energy does not.

Reasons for Excluding the Proposal

Great Plains believes that the Proposal may properly be excluded from its 2008 proxy materials because, among other grounds for exclusion: (i) the Proponent has not demonstrated his eligibility to submit the Proposal, (ii) the Proposal is materially misleading and does not clearly request a course of action, (iii) the Proposal is tailored to further a personal interest and (iv) the Proposal relates to the ordinary business operations of the Company.

I. The Proponent Has Not Demonstrated 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).

Proponent submitted the Proposal to the Company via e-mail on September 30, 2007. The Proposal stated the Proponent is a "major shareholder[s] in Great Plains Power." However, the Proposal did not address whether Proponent meets the eligibility requirements in Rule 14a-8(b)(1) for Great Plains Energy. See Exhibit A.

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 by e-mail to him on October 11, 2007, requesting verification of the Proponent's eligibility.1 See Exhibit D. The Company received no electronic indication that the email was not delivered to Proponent's email address.

In the notice, 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 Energy common stock for at least one year as of September 30, 2007, the date the Proposal was submitted to the Company. The Company attached a copy of Rule 14a-8 to the notice and notified the Proponent of the requirement to respond within 14 days from the date he received the October 11, 2007 e-mail. See Exhibit D.

To date, the Company has not received a response. Accordingly, the Proposal is excludable under Rule 14a-8(f).

II. The Proposal is Materially Misleading and Does Not Clearly Request a Course of Action.

Rule 14a-8(i)(3) permits the Company to exclude a proposal that is contrary to any of the proxy rules, including rule 14a-9, which prohibits materially false or misleading statements. Further, rule 14a-8(a)(1) provides that the "proposal should state as clearly as possible the course of action that ... the company should follow." The Proposal fails to meet both of these requirements.

While the Proposal contains three "Whereas" paragraphs, it lacks any statement of what course of action the Proponent proposes. The Commission previously has determined that a proposal could be omitted if it was "so inherently vague and indefinite that neither the shareholders voting on the proposal, nor the Company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires." Philadelphia Electric Company (July 30, 1992) 1992 WL 186643. See also, Staff Bulletin 14C (June 28, 2005).

Without a requested course of action, there can be no proposal and therefore nothing for shareholders to approve or disapprove. The Proposal is therefore so vague and indefinite that neither the stockholders voting on the proposal (if included in the proxy materials), nor the Company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the Proposal requires.

The Company's October 11, 2007 letter to the Proponent informed him that it was unable to determine what notion, if any, he is seeking and asked him to "clarify what specific action [he is] asking the Company to take." The letter reminded the Proponent that the Proposal and any accompanying supporting statement may not exceed 500 words. See Exhibit D. No response or additional clarification has been received to date.

While the Company believes the Proponent's Proposal should be excluded because it lacks a clearly stated course of action, the Company assumes, for the purposes of this process, that the Proposal requests the construction of a nuclear generating plant at the location referenced therein. The Company's remaining arguments are based upon that assumption.

III. The Proposal is Tailored to Further a Personal Interest.

Rule 14a-8(i)(4) provides that a company may omit a proposal if it is designed to result in a benefit to the proponent, or to further a personal interest, which is not shared by the other shareholders at large. The Company believes the Proposal should be excluded because it is believed to call for the development of a nuclear generating plant to land owned by the Proponent, in violation of Rule 14a-8(i)(4).

The Commission has stated that Rule 14a-8(i)(4) is designed to "insure that the security holder proposal process [is] not abused by proponents attempting to achieve personal ends that are not necessarily in the common interest of the issuer's shareholders generally." Exchange Act Release 34-20091 (August 16, 1983). As set forth above, the Proposal and accompanying e-mail communications lead the Company to reasonably believe Proponent's request is for the development of nuclear power generation on or near the land which land he owns. The Proposal is therefore designed to further a personal interest of the Proponent, which other stockholders of the Company at large do not share. Accordingly, the Proposal may be excluded under Rule 14a-8(i)(4).

VI. 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." The Commission has defined "ordinary business" as referring to matters that are not necessarily "ordinary" in the common meaning of the word, and is rooted in the corporate law concept providing management with flexibility in directing certain core matters involving the company's business and operations. Exchange Act Release No. 34-40018.

Further, the Commission has provided additional insight into the principal considerations in the Division's application, under the Commission's oversight, of the "ordinary business" exclusion, as follows:

The general underlying policy of this exclusion is consistent with the policy of most state corporate laws: to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual shareholders meeting.

The policy underlying the ordinary business exclusion rests on two central considerations. The first relates to the subject matter of the proposal. Certain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight. Examples include ... decisions on production quality and quantity.

The second consideration relates to the degree to which the proposal seeks to "micromanage" the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment. This consideration may come into play in a number of circumstances, such as where the proposal involves intricate detail, or seeks to impose specific time-frames or methods for implementing complex policies.

Id.

In our judgment, the Proposal fits squarely within the category of proposals that the Commission intended to permit registrants to exclude under Rule 14a-8(i)(7) because the Proposal clearly falls within the purview of ordinary business operations. The Proposal requests the development of nuclear generating plant in the "area of the old Oregon, Missouri ... along the current MO., Hwy. Route "T"." It is well established that proposals such as this, which seek to specify the location of utility facilities, fundamentally relate to ordinary business operations and, therefore, are excludable under Rule 14a-8(i)(7). See, e.g., Northern States Power, (February 11, 1998) 1998 WL 68940, (the decision as to the specific location of a company's power lines is a matter relating to the conduct of the company's ordinary business operations.); Long Island Lighting Co. (February 19, 1980) 1980 WL 17890, (the positioning of power lines was a matter relating to the conduct of the ordinary business operations of the issuer.).

The Company recognizes that in certain situations the Staff has taken the position that nuclear power proposals may invoke broad social policies and are, therefore, outside the scope of the ordinary business exclusion. However, not all proposals relating to nuclear power involve broad policy issues and at least one such proposal relating to mere operation of a nuclear facility has been excluded as relating to ordinary business operations. See, e.g., Carolina Power & Light Co. (March 8, 1990) 1990 WL 286179 (specific and detailed data about nuclear plant operations related to ordinary business operations).

While the Proposal is apparently in favor of nuclear power, its purpose is not to present any social question; rather, the Proposal apparently proposes that a nuclear power plant be constructed at a specific location. We believe that the Proposal falls squarely within the Northern States Power and Long Island Lighting Co. line of no-action letters regarding location of facilities, and thus is properly excludable pursuant to Rule 14a-8(i)(7).

Conclusion

For the reasons given above, we respectfully request that the Staff not recommend any enforcement action from the Commission if the Company omits the Proposal from its 2008 proxy materials. If the Staff disagrees with the Company's conclusion to omit the Proposal, we request the opportunity to confer with the Staff prior to the final determination of the Staff's position. We very much appreciate a response from the Staff on this no-action request as soon as practicable. 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. Conrad Gebhart (via e-mail w/encl.)

-----FOOTNOTES-----

1 The Proponent did not provide his address and the only means of communication known to the Company is his e-mail address. Further, the Company is unaware of any authority or guidance holding that notices to proponents cannot be sent by email. Rule 14a-8 requires only that the notice must be "received" by the proponent. The Company also notes that in Sky Financial Group, Inc. (December 20, 2004) 2004 WL 2977545, the company's Rule 14a-8 notices to the proponent were sent by email.

[APPENDIX]

From: CG Gebhart [mailto;damark@msn.com]

Sent: Sunday, September 30, 2007 5:18 PM

To: Comments; shannon.kusilek@modot.mo.gov; darby.logan@modot.mo.gov; dnamark@msn.com

Subject: GXP (kcpl) SHAREHOLDER RESOLUTION

To: P.I.O.

WHEREAS in an environment of energy independence and alternative energy power development nuclear power generation necessitates a continuing review of needs within transmission line grids.

WHEREAS nuclear power generation applications are under current reports increasingly being submitted to the Nuclear Regulatory Commission and Public Service commissions.

WHEREAS the area of the old Oregon, Missouri, InterUrban (ELECTRIC) is along the current MO., Hwy. Route "T" (minor collector), and excavations onto firm limestone foundations have been accomplished by MoDOT leaving by their foresight a gradient to 18,000-20,000 acre watershed for gravity flow water resources, in the UTM location of N. 39 Degrees 57.939 W. 95 Degrees 10.575 we hereby as major shareholders in Great Plains Power ask this shareholder resolution be added to the next general stockholder's meeting. Warm cordialities, C G GEBHART

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EXHIBIT A

[STAFF REPLY LETTER]

December 12, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Great Plains Energy Incorporated Incoming letter dated November 7, 2007

The submission relates to "nuclear power generation."

To the extent the submission involves a rule 14a-8 issue, there appears to be some basis for your view that Great Plains may exclude the proposal under rule 14a-8(f). We note that the proponent appears not to have responded to Great Plains' request for documentary support indicating that the proponent has satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if Great Plains 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 relies.

Sincerely,

/s/

Ted Yu
Special Counsel