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(Article from May 14, 1996 issue of KCPL employee newsletter LightLines)
         
         EMPLOYEE QUESTIONS FOCUS ON MERGER OUTCOME
                              
     The main reason employees met with KCPL President Drue
Jennings and UCU President Rick Green on Tuesday, May 7, was
to ask questions. The following recaps some of the more
frequently asked questions. The questions have been
rephrased to combine similar issues. The answers shown here
are compilations of those given by Jennings and Green.

Q:  How will existing pension plans and other benefits be
    affected by the merger?

A:  Current employee compensation and benefits programs will
    not be impacted by the merger activity before the deal
    closes. However, the KCPL-UCU Human Resources Integration
    Team has been working for a number of weeks to build an
    HR program, and they will be addressing numerous details,
    including pension and benefits. These issues can be
    worked out in a friendly merger situation; that option
    may not be as likely in a hostile takeover.

Q:  From the viewpoint of a KCPL employee, I don't think a
    merger with anybody would be a good deal for us at this
    time.

A:  Change is going to happen, and the status quo will not
    continue to work for us in the future. We want to
    continue being proactive in our industry.

Q:  Are KCPL employees supportive of the merger?

A:  The IBEW presidents and business agents sent a strong
    letter supporting the KCPL-UCU merger. The employees
    Jennings has encountered personally and in other employee
    meetings have been extremely supportive.

Q:  What can I, as an individual employee, do to help see
    that the merger is successful?

A:  If you believe in the merger, talk about it; be
    enthusiastic. Be a teacher and an ambassador. Stand up
    and speak up with your friends, your associates and your
    families.

Q:  What is the feeling on Wall Street about the KCPL-UCU
    merger versus a possible deal with Western?

A:  Between January 22 and April 14, the feeling was just
    magnificent. However, after Westerns' proposal on April
    14, there's a somewhat different attitude. We've been
    consistently giving them the message that the KCPL-UCU
    merger is the only deal on the table. We keep emphasizing
    that the core competencies needed for success just don't
    exist in any other combination.

Q:  We've heard that 200 jobs might be eliminated during the
    first 10 years following the merger. Could all of those
    disappear in the first year?

A:  No. It's true that we have identified 200 positions that
    could be eliminated. On average, that's 20 jobs a year,
    10 in each company. Our commitment to any displaced
    employees is the same as it has been -- to offer training,
    job placement and to take all reasonable steps to retain
    those individuals. The new company would do likewise. In
    fact, the new company would offer more varied
    opportunities in more varied locations with more varied
    skill sets than what exist today. It would offer
    opportunities beyond what either company could do
    independently.

Q:  I understand that if I vote on the blue proxy card it
    will cancel out my vote on the white card. Is that true?

A:  The latest card received is the only one that will be
    counted.

Q:  Have very many cards been returned yet?

A:  We're starting to see some results. But some
    shareholders, especially those who hold shares through
    brokerage firms, are just now receiving their first
    proxy. The ones that have been coming in are strongly in
    favor of the merger.

Q:  How can I check to be sure my proxy has been received?

A:  KCPL employees can call 556-2053 to check on their
    proxies. When you dial that extension, you'll receive a
    recorded message with options. Follow the instructions,
    and someone will answer to take your name and Social
    Security number. That information will then be forwarded
    to UMB Bank. To protect your confidentiality, a UMB Bank
    representative will return your call to confirm receipt
    of your proxy.

    One way to avoid jamming the phone lines with calls,
    however, would be to send in each and every white proxy
    card you receive.

Q:  Why will KCPL shareholders receive one share in the new
    company for each share held in KCPL but UCU shareholders
    will receive more?

A:  Each company has a value determined in large part by the
    marketplace. UCU and KCPL each hired an independent
    investment banking firm to evaluate the companies' worth.
    The share exchanges were negotiated from the values
    determined by those firms.

Q:  When the merger talks began, did you anticipate that a
    third party would come along and "muddy the waters"?

A:  We recognized Western Resources' interest but didn't let
    it distract us from putting together what we thought was
    right.

Q:  Is there anything being discussed about the three
    companies coming together?

A:  We don't see that happening. Western has several issues
    it must address, and we would have to see if Western
    would ever have a vision for the future that matches our
    own. The decision to bring in another company down the
    road would be based on strategic positioning.

Q:  UCU has a history of being aggressive in acquisitions.
    Would that still be the case?

A:  Acquisitions will continue to play a part in the plan for
    the future. There will be some acquisition opportunities,
    as well as joint venture and alliance opportunities.
    We'll also continue to focus on our core business.

Q:  When will the name of the new company be rolled out?

A:  The new name would have been decided long before now if
    not for Western. The outcome of the shareholder vote
    renders everything else virtually irrelevant. We won't
    need a new name if the merger isn't approved.

Q:  Where do we go from here if we don't get the necessary
    two-thirds vote on May 22?

A:  Jennings answered, "We'll go back to square one of our
    planning. Our plan is clear that we must continue to do
    what must be done in a competitive marketplace. We'll go
    on to alternative plans."

Videotapes of last Tuesday's meetings are available at each KCPL location.

(end of article)

                           ----------
                                
(Excerpt from KCPL employee Hotline for Tuesday, May 14, 1996)

          Remember to return your proxy before the
     shareholders' meeting scheduled for May 22.
     
(end of Hotline excerpt)

                           ----------
                                
(Advertisement which ran in various publications commencing
May 14, 1996)

                       THE PROPOSED MERGER
                   BETWEEN KCPL AND UTILICORP
                      IS GOOD FOR EVERYONE.

OUR COMMUNITY SUPPORTS US:

     "I want to add our support to your merger with
     UtiliCorp United.  This planned coming together of two
     local community-invested giants means only greater
     things to come for our entire metropolitan area...The
     KCPL investment goes far beyond dollars.  Dozens of
     your employees are active community volunteers and
     board members...The non-profit community knows you and
     KCPL and knows UtiliCorp United.  Your `friendly
     merger' will best serve all of us -- today and into the
     future.  It is for that reason, you must continue to
     resist any hostile takeover attempt."
     --Barb Friedmann, Executive Director, Coalition for
     Positive Family Relationships
                                                            
     "At this stage in the life cycle of Kansas City, and
     with the exciting developments that are occurring, the
     loss of a headquarters of this major utility would be
     devastating!  Undoubtedly, jobs will be lost (and) tax
     revenues to the city will be decreased."
     --Donald J. Breckon, President, Park College
                                                            
     "I am writing to give my personal whole-hearted support
     for the KCPL and UtiliCorp merger...While I held the
     office of Mayor of Independence, I had the opportunity
     to work with KCPL and with Richard Green of UtiliCorp.
     Those experiences were very positive and I realized
     what valuable corporate citizens these two companies
     have been and continue to be...I am frankly angered at
     Western Resources' efforts at a hostile takeover and am
     confident it would be very detrimental to our
     community."
     --Barbara J. Potts, Former Mayor of Independence
                                                           
LOCAL BUSINESS SUPPORTS US:

     "I'm writing to support the friendly merger proposed by
     Kansas City Power & Light Company and UtiliCorp United,
     Inc....The tens of thousands of jobs and the hundreds
     of millions of dollars of investment that have been
     created in Kansas City have, in part, been created
     because of the critical role that Kansas City Power &
     Light and UtiliCorp have played in the economic
     development effort of this community."
     --Robert J. Marcusse, President, Kansas City Area
     Development Council
     
     "The Northeast Industrial Association Board would
     therefore like to support the management of Kansas City
     Power & Light Company in their decision to merge with
     UtiliCorp United Inc.  It is our hope that you will be
     able to complete the proposed merger and continue the
     excellent service to the companies in the Northeast
     Industrial Association."
     --Olen F. Monsees, President, Northeast Industrial
     Association
     
     "I am totally in support of the friendly merger of KCPL
     and UtiliCorp United...I have always admired how deeply
     involved you are in the Kansas City
     community...UtiliCorp United has also demonstrated
     involvement in the Greater Kansas City community and
     has supported numerous community projects in this
     area."
     --E. Frank Ellis, Swope Parkway Health Center
     
OUR ELECTED OFFICIALS SUPPORT US:
     
     "I am very concerned that the efforts of Western
     Resources would result in the loss of jobs in Kansas
     City and that the loss of your corporate headquarters
     would adversely impact our community."
     --Thomas J. Hoppe, State Representative, District 46
     
     "I am writing to support the merger between Kansas City
     Power and Light Co. and UtiliCorp United.  Both
     companies have an excellent reputation in Kansas City.
     Please know I am confident that together you will be an
     even greater asset to our city and our state.  The
     opportunity to have a major international company
     poised to take advantage of future growth opportunities
     headquartered in Kansas City should not be lost."
     --Bonnie Sue Cooper, State Representative, District 32
     
     "I am very concerned that the hostile takeover bid by
     Western Resources would result in a loss of jobs in
     Kansas City. I also strongly oppose the plan by Western
     to keep most of any savings from a merger for the
     company rather than the customers.  I can assure you
     the legislature would look closely at what actions we
     can take to protect Missouri jobs and customers."
     --Bill Skaggs, State Representative, District 31
     
                       NOW IT'S YOUR TURN.
                                
 VOTE YES TO THE KCPL/UTILICORP MERGER ON THE WHITE PROXY CARD.
                                
                           [KCPL logo]

(end of ad)