Exhibit 10(k)



February 16, 2005


Name  



Address  



Dear   

:

The Empire District Electric Company
 1996 Stock Incentive Plan (the
“Plan”)


Notice of Award of Dividend Equivalents



This is to advise you that effective as of February
2, 2005 (the “Grant Date”), The Empire District Electric Company (“the Company”) has granted to you dividend equivalents as set
forth in this Award (the “Dividend Equivalents”) subject to the conditions and terms herein stated and the applicable terms and conditions of
the Plan (copy attached). The Dividend Equivalents covered by this Award relate to the Non-Qualified Stock Option Award dated February 16, 2005 made to
you under the Plan (the “Related Option”) granting you the right to purchase __________ shares of Common Stock of the Company
(“Stock”) subject to the terms and conditions of that award and the applicable terms and conditions of the Plan.



1.  Dividend Equivalents. During
the period from the Grant Date to the earlier of: (i) February 2, 2008 or (ii) the date on which your employment terminates for any reason, there shall
be credited to an account (“Account”) established on the books of the Company Dividend Equivalents in an amount equal to the dividends that
would have been payable to you if you owned the number of shares of Stock covered by the Related Option. No interest or earnings will be credited on
such Dividend Equivalents. If your employment terminates other than by reason of a Designated Termination (as defined in Section 14 below) before the
earlier of (i) February 2, 2008 or (ii) the date of a Change in Control of the Company, you will forfeit the entire amount credited to your Account and
will have no right to any benefits under this Award. If you either (i) continue in employment with the Company and its Subsidiaries through the earlier
of (A) February 2, 2008 or (B) the date of a Change in Control of the Company or (ii) terminate employment before the earlier of (A) or (B) above by
reason of a Designated Termination (as defined in Section 14 below) , then as of February 2, 2008, your Account will be converted into a right to
receive a number of shares of Stock (the “Restricted Stock”) determined by dividing the amount credited to your Account by the Fair Market
Value (as defined in the Plan) of a share of Stock on February 2, 2008 (disregarding fractions of a share), provided, however, that such shares
of Restricted Stock shall be subject to the forfeiture and other conditions and terms herein stated and the applicable terms and conditions of the
Plan. Such shares of Restricted Stock will be granted under the Plan.



2.  Restricted Stock. Each share of
Restricted Stock granted pursuant to the provisions of Section 1 above shall represent the right to receive one share of Stock upon the vesting of such
Restricted Stock pursuant to Section 3 below. Upon such vesting, a certificate for the shares of Stock corresponding to the number of shares of
Restricted Stock that vest will be delivered to you, or, in the event of your death, to the person or persons determined pursuant to Section 5 below,
as soon as possible after such vesting occurs.



3.  Vesting of Restricted Stock.
You will vest in all of the shares of Restricted Stock granted pursuant to this Award on the earliest of (i) February 2, 2013, (ii) the date of a
Change in Control of the Company, or (iii) the date on which the Related Option is exercised in full, provided, however, that such vesting shall not
occur if, prior to the vesting, the Restricted Stock is forfeited pursuant to Section 4.



4.  Forfeiture of Restricted Stock.
You will forfeit all of the shares of Restricted Stock covered by this Award if the Related Option terminates without having been fully exercised prior
to the earlier of (i) February 2, 2013 or (ii) the date of a Change in Control of the Company.



5.  Heirs and Successors. This
Award shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, purchase of assets




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or otherwise,
all or substantially all of the Company’s  assets and business. If any of the
benefits distributable to you under this Award have not been distributed at the time of
your 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 the beneficiary or beneficiaries designated by you in a
writing filed with the Committee in such form and at such time as  the Committee shall
require. If you are deceased and failed to designate a beneficiary, or if the Designated
Beneficiary does not survive you, any  benefits distributable to you shall be distributed
to the legal representative of your estate. If you are deceased and have designated a
beneficiary  and the Designated Beneficiary survives you but dies before the complete
distribution of benefits to the Designated Beneficiary under this Award, then  any
benefits distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated  Beneficiary.




6.  Administration. The authority
to manage and control the operation and administration of this Award shall be vested in the Committee identified in the Plan, and the Committee shall
have all of the powers with respect to this Award that it has with respect to the Plan. Any interpretation of the Award by the Committee and any
decision made by it with respect to the Award are final and binding on all persons.



7.  Amendment. This Award may be
amended by written agreement between you and the Company, without the consent of any other person.



8.  Nontransferability. This Award
shall not be transferable except by will or the laws of descent and distribution or by beneficiary designation in accordance with Section 5
above.



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



10.  Employee and Shareholder
Status. This Award does not constitute a contract of continued service and does not give you the right 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 a shareholder of the Company prior to the
issuance of shares of Stock pursuant to this Award.



11.  Plan Governs. Notwithstanding
anything in this Award to the contrary, the terms of this Award shall be subject to the terms of the Plan.



12.  Unsecured Creditor. Your
rights with respect to the Award and the shares of Stock subject thereto prior to the delivery of a certificate following vesting of the Restricted
Stock are those of an unsecured general creditor of the Company. No shares of Stock or other specific property is or will be set apart in trust or
otherwise with respect to the Award but all of your rights in the Award will be evidenced only by entries on the books of the Company unless and until
shares of Stock are actually issued to you, your beneficiary or your estate pursuant to the Award.



13.  Rules Relating to Termination of
Employment. For purposes of this Award, the date of termination of your employment shall be the first day occurring on or after the Grant Date on
which you are not employed by the Company or any Subsidiary, regardless of the reason for the termination of employment; provided that a termination of
employment shall not be deemed to occur by reason of a transfer of you between the Company and a Subsidiary or between two Subsidiaries; and further
provided that your employment shall not be considered terminated while you are on a leave of absence from the Company or a Subsidiary approved by your
employer. If, as a result of a sale or other transaction, your employer ceases to be a Subsidiary (and your employer is or becomes an entity that is
separate from the Company), and you are not, at the end of the 30-day period following the transaction, employed by the Company or an entity that is
then a Subsidiary, then, the occurrence of such transaction shall be treated as the date of termination of your employment caused by you being
discharged by the employer.



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



(i)  Cause. A
termination of employment for “Cause” means any termination of your employment by the Company or any of its Subsidiaries for (i) serious,
willful misconduct in respect of your obligations to the Company or its Subsidiaries, which has caused demonstrable and serious injury to the Company
or any of its Subsidiaries, monetary or otherwise, as evidenced by a determination in a binding and final judgment, order




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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, suit or proceeding, whether
civil, criminal, administrative or investigative; (ii) conviction of a felony, which has caused demonstrable and serious injury to the Company or any
of its Subsidiaries, monetary or otherwise, as evidenced by a binding and final judgment, order, or decree of a court of competent jurisdiction, in
effect after exhaustion or lapse of all rights of appeal; or (iii) your willful and continual failure to substantially perform your duties for the
Company or any of its Subsidiaries (other than resulting from your incapacity due to physical or mental illness) which failure continued for a period
of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to you specifying the manner in which you
have failed to substantially perform.



(ii)  Change in
Control. A “Change in Control” of the Company shall be deemed to have occurred if any of the following occur:



(a)  a merger or
consolidation of the Company with any other corporation is consummated, other than a merger or consolidation which would result in the Voting
Securities of the Company held by such shareholders outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by converting into Voting Securities of the surviving entity) more than 75 percent of the Company or such surviving entity outstanding immediately
after such merger or consolidation;



(b)  a sale, exchange
or other disposition of all or substantially all the assets of the Company for the securities of another entity, cash or other property is
consummated;



(c)  the shareholders
of the Company approve a plan of liquidation or dissolution of the Company;



(d)  any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or other than a corporation owned directly or indirectly by the shareholders
of the Company in substantially the same proportions as their ownership of Voting Securities of the Company, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of Voting Securities of the Company representing at least 25 percent of
the total voting power represented by the Voting Securities of the Company then outstanding; or



(e)  individuals who on
January 1, 2001 constitute the Board of Directors of the Company and any new director whose election by the Board of Directors of the Company or
nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who
either were directors on January 1, 2001 or whose election or nomination for election was previously so approved, cease for any reason to constitute a
majority thereof.



(iii)  Designated
Termination. “Designated Termination” means the termination of your employment with the Company and its Subsidiaries by reason of your
death, Retirement, Disability, involuntary termination by the Company and its Subsidiaries without



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



(v)  Retirement.
“Retirement” means your retirement on an “Early Retirement Date” or on or after your “Normal Retirement Date,” as those
terms are defined in The Empire District Electric Company Employees’ Retirement Plan.



(vi)  Voting
Securities. “Voting Securities” means any securities which carry the right to vote generally in the election of
directors.



(vii)  Plan
Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this
Award.





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Please acknowledge receipt of this Notice of Award
by signing and returning to the Secretary of the Company the enclosed copy thereof, together with a completed and signed beneficiary designation
form.


	 	 	Very
      truly yours,

      

      

      
      

       Chairman of
      the Plan Committee

      
	Receipt
      of the foregoing Award

      of Dividend Equivalents is hereby

      acknowledged. My signed beneficiary

      designation form is attached.

      

      

      	 	 
	 
	    	 

	Name
	    	Date








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