**Exhibit10 (a)**

Name

Address1

Address 2

Dear                         :

TheEmpire District Electric Company2006 Stock Incentive Plan (the “Plan”)

Formof Notice of Award of Dividend Equivalents

This is to advise you that effective as of January31, 2007 (the “Grant Date”), The Empire District Electric Company (“the Company”)has granted to you dividend equivalents as set forth in this Award (the “DividendEquivalents”) subject to the conditions and terms herein stated and theapplicable terms and conditions of the Plan (copy attached). The DividendEquivalents covered by this Award relate to the Non-Qualified Stock OptionAward dated [            ]made to you under the Plan (the “Related Option”) granting you the right topurchase                             shares of Common Stock of the Company (“Stock”) subject to the terms andconditions of that award and the applicable terms and conditions of thePlan.  This Award is intended to be aRestricted Stock Award within the meaning of the Plan and constitutes aseparate arrangement from the Related Option.

**1.             Dividend Equivalents. **You arehereby granted the right to receive a number of shares of Stock on the termsand conditions hereinafter set forth. During the period from the Grant Date to the earlier of:  (i) the Conversion Date (as hereinafterdefined) or (ii) the date on which your employment terminates for any reason,there shall be credited to an account (“Account”) established on the books ofthe Company Dividend Equivalents in an amount equal to the dividends that wouldhave been payable to you if you owned the number of shares of Stock covered bythe Related Option.  No interest orearnings will be credited on such Dividend Equivalents.  the “Conversion Date” shall be the earlier of(i) [           ], 2010, or (ii) the dateof a Change in Control of the Company. if your employment terminates other than by reason of a DesignatedTermination (as defined in Section 12 below) before the Conversion Date, youwill forfeit the entire amount credited to your Account and will have no rightto any benefits under this Award.  If youeither (i) continue in employment with the Company and its Subsidiaries throughthe Conversion Date or (ii) terminate employment before the Conversion Date byreason of a Designated Termination (as defined in Section 12 below), then as ofthe Conversion Date, your Account will be converted into a number of shares ofStock determined by dividing the amount credited to your Account by the FairMarket Value (as defined in the Plan) of a share of Stock on the ConversionDate (disregarding fractions of a share).

**2.             Payment of Stock. **In the event of the conversion of your Account into shares ofStock pursuant to the provisions of Section 1 above, a certificate for theshares of Stock to which you

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become entitled will bedelivered to you or, in the event of your death, to the person or personsdetermined pursuant to Section 3 below, as of the Conversion Date.

**3.             Heirs and Successors. **This Award shall be bindingupon, and inure to the benefit of, the Company and its successors and assigns,and upon any person acquiring, whether by merger, consolidation, purchase ofassets or otherwise, all or substantially all of the Company’s assets andbusiness.  If any of the benefitsdistributable to you under this Award have not been distributed at the time ofyour death, such benefits shall be distributed to your Designated Beneficiary,in accordance with the provisions of this Award and the Plan.  The “Designated Beneficiary” shall be thebeneficiary or beneficiaries designated by you in a writing filed with theCommittee in such form and at such time as the Committee shall require.  If you are deceased and failed to designate abeneficiary, or if the Designated Beneficiary does not survive you, any benefitsdistributable to you shall be distributed to the legal representative of yourestate.  If you are deceased and havedesignated a beneficiary and the Designated Beneficiary survives you but diesbefore the complete distribution of benefits to the Designated Beneficiaryunder this award, then any benefits distributable to the Designated Beneficiaryshall be distributed to the legal representative of the estate of theDesignated Beneficiary.

**4.             Administration. **The authority to manage andcontrol the operation and administration of this Award shall be vested in theCommittee identified in the Plan, and the Committee shall have all of thepowers with respect to this Award that it has with respect to the Plan.  Any interpretation of the Award by theCommittee and any decision made by it with respect to the Award are final andbinding on all persons.

**5.             Amendment. **This Award may be amendedby written agreement between you and the Company, without the consent of anyother person.

**6.             Nontransferability. **This Award shall not betransferable except by will or the laws of descent and distribution or bybeneficiary designation in accordance with Section 3 above.

**7.             Taxes. **The Company shall beentitled to withhold the amount of any withholding tax payable with respect tothe Award and to sell such number of shares of Stock as may be necessary toproduce the amount so required to be withheld, unless the recipient supplies tothe Company cash in the amount requested by the Company for the purpose.

**8.             Employee and ShareholderStatus. **This Awarddoes not constitute a contract of continued service and does not give you theright to be retained as an employee of the Company or any of its Subsidiaries.This Award does not confer upon you or any other holder thereof any right as ashareholder of the Company prior to the issuance of shares of Stock pursuant tothis Award.

**9.             Plan Governs. **Notwithstanding anything inthis Award to the contrary, the terms of this Award shall be subject to theterms of the Plan.

**10.          Unsecured Creditor. **Your rights with respect tothe Award and the shares of Stock subject thereto prior to the delivery of acertificate for shares of Stock pursuant to Section 2 above are those of anunsecured general creditor of the Company. No shares of Stock or other specific property is or will be set apart intrust or otherwise with respect to the Award but all of your rights in theaward will be evidenced only by entries on the books of the Company unless anduntil shares of Stock are actually issued to you, your beneficiary or yourestate pursuant to the Award.

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**11.          Rules Relating to Termination ofEmployment. **Forpurposes of this Award, the date of termination of your employment shall be thefirst day occurring on or after the Grant Date on which you are not employed bythe Company or any Subsidiary, regardless of the reason for the termination ofemployment; provided that a termination of employment shall not bedeemed to occur by reason of a transfer of you between the Company and aSubsidiary or between two Subsidiaries; and furtherprovided thatyour employment shall not be considered terminated while you are on a leave ofabsence from the Company or a Subsidiary approved by your employer.  If, as a result of a sale or othertransaction, your employer ceases to be a Subsidiary (and your employer is orbecomes an entity that is separate from the Company), and you are not, at theend of the 30-day period following the transaction, employed by the Company oran entity that is then a Subsidiary, then, the occurrence of such transactionshall be treated as the date of termination of your employment caused by youbeing discharged by the employer.

**12.          Definitions. **For purposes of this Award,the terms used in this Award shall have the following meanings:

**(i)            Cause. **A termination of employmentfor “Cause” means any termination of your employment by the Company or any ofits Subsidiaries for (i) serious, willful misconduct in respect of yourobligations to the Company or its Subsidiaries, which has caused demonstrableand serious injury to the Company or any of its Subsidiaries, monetary orotherwise, as evidenced by a determination in a binding and final judgment,order or decree of a court or administrative agency of competent jurisdiction,in effect after exhaustion or lapse of all rights of appeal, in an action, suitor proceeding, whether civil, criminal, administrative or investigative; (ii)conviction of a felony, which has caused demonstrable and serious injury to theCompany or any of its Subsidiaries, monetary or otherwise, as evidenced by abinding and final judgment, order, or decree of a court of competentjurisdiction, in effect after exhaustion or lapse of all rights of appeal; or(iii) your willful and continual failure to substantially perform your dutiesfor the Company or any of its Subsidiaries (other than resulting from yourincapacity due to physical or mental illness) which failure continued for aperiod of at least thirty (30) days after a written notice of demand forsubstantial performance has been delivered to you specifying the manner inwhich you have failed to substantially perform.

**(ii)           Changein Control. **A “Changein Control” of the Company shall mean “a change in the ownership or effectivecontrol” of the Company, or “in the ownership of a substantial portion of theassets” of the Company, within the meaning of Section 409A of the InternalRevenue Code of 1986, as amended, and Treasury regulations and Internal RevenueService guidance thereunder.

**(iii)         DesignatedTermination. **“DesignatedTermination” means the termination of your employment with the Company and itsSubsidiaries by reason of your death, Retirement, Disability, involuntarytermination by the Company and its Subsidiaries without Cause or voluntarytermination by you with the consent of the Committee.

**(iv)          Disability. **Except as otherwiseprovided by the Committee, “Disability” means the determination by theCommittee, in its sole discretion, that a permanent and total disability existsin accordance with uniform and non-discriminatory standards adopted by theCommittee from time to time.

**(v)            Retirement. **“Retirement” means yourretirement on an “Early Retirement Date”

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or on or after your “Normal Retirement Date,” as those terms aredefined in The Empire District Electric Company Employees’ Retirement Plan.

**(vi)          PlanDefinitions.**Except where the context clearly implies orindicates the contrary, a word, term, or phrase used in the Plan is similarlyused in this Award.

Please acknowledge receipt of this Notice of Awardby signing and returning to the Secretary of the Company the enclosed copythereof, together with a completed and signed beneficiary designation form.
|                                              | Very truly yours,               |
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|                                              | Chairman of the  Plan Committee |
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| Receipt of the  foregoing Award of Dividend       |                            |
| Equivalents is  hereby acknowledged. My           |                            |
| signed  beneficiary designation form is attached. |                            |
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