EXHIBIT 10(e)


SEVERANCE PAY
AGREEMENT


THIS AGREEMENT dated as
of __________, 2001, between THE EMPIRE DISTRICT ELECTRIC COMPANY (the
"Company"), a Kansas corporation, having its principal offices at 602
Joplin Street, Joplin, Missouri, and (the "Executive"), residing at
____________.


WITNESSETH:


WHEREAS, the Company, by
action of its Board of Directors (the "Board"), has adopted The
Empire District Electric Company Change in Control Severance Pay Plan (the
"Plan"), under which the Company intends to
enter into Severance Pay Agreements with certain key executive officers of the
Company or its Subsidiaries; and


WHEREAS, the Executive is
currently a duly elected and acting ____________________ of The Empire District
Electric Company (herein referred to as the "Employing Company"), and
has been designated by the Board as a key executive selected to participate in
the Plan, and with whom the Company has been authorized by the Board to enter
into this Agreement; and


WHEREAS, the Board has
deemed it imperative that the Company be assured of continuity of management in
the event of any actual or threatened Change in Control of the Company; and


WHEREAS, the Company
desires to reward the Executive for his valuable, dedicated service to the
Company and its Subsidiaries should his service be terminated under
circumstances hereinafter described,


NOW, THEREFORE, to assure
the Company of the Executive’s continued dedication and the availability of his
advice and counsel in the event of any such actual or threatened change in
control, to induce the Executive to remain in his current position, and to
reward the Executive for his valuable, dedicated service to the Company and its
Subsidiaries should his service be terminated under circumstances hereinafter
described, and for other good and valuable consideration, the receipt and
adequacy of which each party acknowledges, the Company and the Executive agree
as follows:


 













 


1.              Term of Agreement.  This Agreement shall commence on the date
hereof and shall continue in effect through December 31, ____; provided,
however, that commencing on January 1, ____ and each January 1 thereafter, the
term of this Agreement shall automatically be extended for one additional year
unless, not later than September 30 of the preceding year, the Company shall
have given notice that it does not wish to extend this Agreement; and provided
further that, if a Change in Control of the Company shall have occurred during
the original or extended term of this Agreement, this Agreement shall continue
in effect for a period of thirty-six (36) months beyond the month in which such
Change in Control occurred.  All
capitalized terms used herein shall have the same meaning, unless otherwise
specified, as found in the Plan.


2.              Termination Following a Change in Control of the
Company.


(a)  If a Change in Control of the Company occurs
during the term of this Agreement, the Executive shall be entitled to (i) the
benefits provided in Subsections 3(a) (i), (b) and (c) hereof upon the
Executive’s subsequent Involuntary Termination during the term of this
Agreement, or (ii) the benefits provided in Subsections 3(a) (ii), (b) and (c)
upon the Executive's subsequent Voluntary Termination during the term of this
Agreement.


(b)  If the Executive's employment shall be
terminated following a Change in Control other than pursuant to Section 2(a),
the Employing Company shall pay the Executive his full base salary through the
Date of Termination at the rate in effect at the time Notice of Termination is
given and shall provide any benefits to which the Executive may be entitled
under any other plan, programs and arrangements of the Company or Employing
Company and neither the Company nor the Employing Company shall have any
further obligations to him under this Agreement.


(c)  Any Involuntary Termination of the Executive
by the Company or the Employing Company, other than an Involuntary Termination
at the election of the Executive pursuant to the last paragraph of Section 2.7
of the Plan, shall be communicated by written Notice of Termination by the
Company or by the Employing Company to the Executive.  Any Voluntary Termination by the Executive,
or Involuntary Termination at the election of the Executive pursuant to the
last paragraph of Section 2.7 of the Plan, shall be communicated by written
Notice of Termination by the Executive to the Employing Company.  For purposes of this Agreement, a
"Notice of Termination" shall mean a notice indicating the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances.


 



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(d)  "Date of Termination" means the
date specified in the Notice of Termination, which shall be not more than
ninety (90) days after such Notice of Termination is given; provided, that if
within thirty (30) days after any Notice of Termination is given the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the Termination, the Date of Termination shall be the Date on
which the dispute is finally resolved.


3.     Compensation Upon Involuntary
Termination or Voluntary Termination.


(a)   If the
Executive shall incur an Involuntary Termination or Voluntary Termination,
then:


(i)         In the event of the Executive's
Involuntary Termination, within thirty (30) days following the Executive's Date
of Termination, the Company will pay, or cause the Employing Company to pay, to
the Executive as compensation for services rendered to the Company and its
Subsidiaries, a lump sum cash amount (subject to any applicable payroll or
other taxes required by law to be withheld). 
Such cash amount shall be equal to the Executive's Compensation as
defined in Section 3.1 of the Plan, multiplied by 36; provided, however, that
such payment shall be reduced by the amount paid to the Executive pursuant to
any other severance pay policy of the Company and its Subsidiaries.  The number of months represented by such
multiple shall be considered the "Incremental Period" for purposes of
this Agreement.


(ii)         In
the event the Executive elects a Voluntary Termination, the Company will pay,
or will cause the Employing Company to pay, to the Executive as compensation
for services rendered to the Company and its Subsidiaries, in equal monthly
installments, an amount equal to the quotient determined by dividing the lump
sum amount calculated pursuant to Subsection (a)(i) above by the number of
months in the Incremental Period as defined in (i) above, commencing on the
first day of the month following the Date of Termination. Payments under this
Subsection (a)(ii) shall cease upon the Executive's subsequent employment, including
self-employment in a trade or business in which personal services of the
Executive are a material income-producing factor.


 



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(iii)       If
any payment or benefit received by or in respect of the Executive under the
Plan or any other plan, arrangement or agreement with the Company or any of its
Subsidiaries (determined without regard to any additional payments required
under this Subsection (a)(iii) and Appendix A of the Plan) (a "Payment")
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code") (or any similar tax
that may hereafter be imposed) or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, being hereinafter collectively referred to as the
"Excise Tax"), the Company shall pay to the Executive with respect to
such Payment at the time specified in Appendix A of the Plan an additional amount
(the "Gross-up Payment") such that the net amount retained by the
Executive from the Payment and the Gross-up Payment, after reduction for any
Excise Tax upon the Payment and any Federal, state and local income and
employment tax and Excise Tax upon the Gross-up Payment, shall be equal to the
Payment.  The calculation and payment of
the Gross-up Payment shall be subject to the provisions of Appendix A of the
Plan.


 


(b)       Special Retirement Benefits.  In addition to any other benefits the
Executive may be legally entitled by contract or pursuant to any plan, program
or arrangement, the Executive will be eligible to receive "Special Retirement
Benefits" as provided herein, on a monthly basis, so that the total
retirement benefit he receives from the Company and its Subsidiaries will equal
the total retirement benefit he would have received under The Empire District
Electric Company Employees' Retirement Plan (or any successor plan) (the
"Retirement Plan") and The Empire District Electric Company
Supplemental Executive Retirement Plan (or any successor plan) (the
"Supplemental Plan") if he had continued in the employ of the Company
and its Subsidiaries for the period from his Termination through the end of the
Incremental Period and his age were the age he would have attained as of the
last day of the Incremental Period.  The
benefits specified in this Subsection (b) will include all ancillary benefits
under the Retirement Plan and Supplemental Plan, such as early retirement and
surviving spouse death benefit rights and benefits available at
retirement.  The amount payable to the
Executive or his spouse hereunder shall equal the excess of:


 



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(i)       the
benefits that would be paid to the Executive or his spouse, if the Incremental
Period is added to his credited service and age under the Retirement Plan and
Supplemental Plan, and his earnings during the Incremental Period are based
upon his earnings during the year in which his Termination occurs (excluding
the cash payment provided in Subsection (a)(i) or (ii)) or, if greater, his
earnings at the rate in effect immediately prior to the date of the Change in
Control (on an annualized basis) over


 


(ii)      the benefit that is payable to the
Executive or his spouse under the Retirement Plan and Supplemental Plan.


The Special Retirement Benefits are to be provided on
an unfunded basis, are not intended to meet the qualification requirements of
Section 401 of the Internal Revenue Code of 1986, as amended (the
"Code") and shall be payable solely from the general assets of the
Company.  Such benefits shall be payable
in the same form as benefits payable under the Retirement Plan.


(c)           Insurance and Other Special
Benefits.  The Executive's
participation in the life, accident, medical and dental insurance plans,
programs and arrangements of the Company and its Subsidiaries provided the
Executive immediately prior to the date of the Change in Control, shall be
continued by the Company for the Incremental Period or until coverage is
available under a new employer's plan providing coverage of the same type, if
earlier, and the Executive shall be considered a regular full-time employee of
the Employing Company during such period for the purposes of such life,
accident, medical and dental insurance plans, programs and arrangements, and the
Executive shall continue to be entitled to all benefits and service credit for
such plans, programs and arrangements (including meeting any age and service
requirements for post-retirement benefits if the Executive would have met such
requirements if he had remained in employment with the Employing Company for
such period).  Such coverage shall be no
less in scope than that provided to the Executive (and covered family members)
at the time of the Change in Control. 
The Executive shall be required to share the cost of any such coverage
with the Employing Company during such period of coverage by continuing to pay
the same percentage of the cost of such coverage that the Executive was
required to pay at the time of the Change in Control.  If, by reason of the requirements for tax
qualification or any other reason, any benefits or service credits under the
foregoing plans, programs and arrangements shall not be payable or provided to
the Executive or his dependents under such plans, programs and arrangements,
the Company shall pay or provide for payment of such benefits and service
credit for such benefits to the Executive or his dependents, beneficiaries or
estate.


 



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(d)           The obligations of the Company to pay
benefits pursuant to this Section 3 upon an Executive's Involuntary or
Voluntary Termination during the term of this Agreement shall survive the
expiration of the term of this Agreement.


4               Litigation Expenses.  In the event of any litigation or other
proceeding between the Company and the Executive with respect to the subject
matter of the Plan and this Agreement and the enforcement of the Executive's
rights there-under, the Company shall reimburse the Executive for all reasonable
costs and expenses relating to such litigation or other proceeding, including
his reasonable attorney's fees and expenses. The obligation of the Company
under this Section 4 shall survive the Termination for any reason of this
Agreement.


5.              Payment Obligations.  The Company's (or Employing Company's)
obligation to pay (or cause to be paid to) the Executive the compensation and
to make the arrangements provided herein shall be absolute and unconditional
and shall not be affected by any circumstances, including, without limitation,
any setoff, counterclaim, recoupment, defense or other right which the Company
or any of its Subsidiaries may have against him or anyone else. All amounts
payable by the Company or other Employing Company hereunder shall be paid
without notice or demand.  Each and every
payment made hereunder by the Company or other Employing Company shall be final
and neither the Company nor any of its Subsidiaries will seek to recover all or
any part of such payment from the Executive or from whomsoever may be entitled
thereto, for any reason whatsoever.  The
Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise.


6.              Agreement Binding on Successors.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company, by express
written agreement in form and substance satisfactory to the Executive, to
assume and agree to perform and cause to be performed this Agreement in the
same manner and to the same extent that the Company would be required to
perform and cause it to be performed if no such succession had taken
place.  Failure of the Company to obtain
such agreement prior to the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle the Executive to compensation from
the Company in the same amount and on the same terms as he would be entitled
hereunder if he incurred an Involuntary Termination, except that for the
purposes of implementing the foregoing, effective as of the date on which any
such succession becomes effective shall be deemed the Date of Termination. As
used in this Agreement, "the Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this Subsection or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.


 



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7.              Effect of Death or Incapacity
of Executive on Agreement.  This
Agreement shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. 
If he should die while any amounts would still be payable to him
hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to his devisee, legatee or other designee or, if there be no such designee, to
his estate.


8.              Notices. 
For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed as follows:


 


If to the Executive:


 


 


 


If to the Company (or the Employing Company), addressed
to:


The Empire District
Electric Company

602 Joplin Street

Joplin, Missouri 64801

Attention: Secretary


or to such other address as any party may have
furnished to the other in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.


9.             Miscellaneous.  Nothing in this Agreement shall give the
Executive the right to be retained in the employment of the Employing Company
or affect the right of the Employing Company to dismiss the Executive.  No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing, signed by the Executive and such officer or officers as
may be specifically designated by the Board of the Company.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.  No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. 
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Missouri.


 



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10.           Amendment.  This Agreement may not be amended without the
prior written consent of the Company and the Executive.


11.           Validity.  The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.  Any provision in this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective only to the extent of such prohibition or
unenforceability without invalidating or affecting the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.


12.           Prior
Agreements Superseded.  This
Agreement supersedes any Severance Pay Agreement previously entered into
between the Company and the Executive pursuant to the Plan.


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above set forth.


	
  

  	
  THE EMPIRE DISTRICT ELECTRIC COMPANY

  
	
   

  	
  on behalf of itself and the

  
	
   

  	
  Employing Company, if

  
	
   

  	
  any, specified above

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 



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