EXHIBIT 4(s)


 


	
  SECURITIES RESOLUTION NO. 3

  OF

  THE EMPIRE DISTRICT ELECTRIC COMPANY

  



 


I, Janet S. Watson,
Secretary-Treasurer of The Empire District Electric Company (the “Company”), do
hereby certify that the attached is a true and correct copy of Securities
Resolution No. 3 duly adopted by the President and Vice President -
Finance of the Company pursuant to authorization delegated to them by the Board
of Directors of the Company at a meeting called and held on December 17,
2002; and I do further certify that said resolution has not been rescinded and
remains in full force and effect.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed the corporate seal of THE EMPIRE DISTRICT
ELECTRIC COMPANY this 18th day of December, 2002.


 


	
   

  	
  By:

  	
  /s/ Janet S. Watson

  
	
   

  	
  Name:

  	
  Janet S. Watson

  
	
   

  	
  Title:

  	
  Secretary-Treasurer

  
	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
   

  



 

















 


EXHIBIT 4(s)


 


7.05% Senior Notes Due 2022


 


SECURITIES RESOLUTION NO. 3

OF

THE EMPIRE DISTRICT ELECTRIC COMPANY


 


The actions described
below are taken by the President and Vice President - Finance of THE EMPIRE
DISTRICT ELECTRIC COMPANY (the “Company”), pursuant to Board (as such term is
defined in the Indenture referred to below) delegation, in accordance with
resolutions adopted by the Board of the Company on December 17, 2002, and
Section 2.01 of the Indenture dated September 10, 1999 (the “Indenture”)
between the Company and Wells Fargo Bank Minnesota, National Association, as
Trustee.  Terms used herein and not
defined have the same meaning given such terms in the Indenture.


 


RESOLVED, that a new
series of Securities is authorized as follows:


 


1.                                       The title of the series is 7.05% Senior Notes Due 2022 (the “Notes”).


 


2.                                       The form of the Notes shall be substantially in form of Exhibit 1 hereto.


 


3.                                       The Notes shall have the terms set forth in Exhibit 1.


 


4.                                       The Notes shall have such other terms as are set forth in Exhibit 2
hereto.


 


5.                                       The Notes shall be sold to the underwriters named in the prospectus
supplement dated December 18, 2002 on the following terms:


 




	
  Price to Public:

  	
   

  	
  100.00%

  
	
  Underwriting Discount:

  	
   

  	
  2.90%

  






 


This Securities Resolution shall be effective as of December 18,
2002.


 


	
   

  	
   

  	
  /s/ William L. Gipson

  
	
   

  	
  Name:

  	
  William L. Gipson

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Gregory A. Knapp

  
	
   

  	
  Name:

  	
  Gregory A. Knapp

  
	
   

  	
  Title:

  	
  Vice President - Finance and Chief

  
	
   

  	
   

  	
  Financial Officer

  



 

















 


EXHIBIT 1


 


CUSIP
291641AX6


 


Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Company or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.


 


	
  No.

  	
   

  	
  $50,000,000

  



 


THE EMPIRE DISTRICT ELECTRIC COMPANY


7.05% Senior Notes Due 2022


 


THE EMPIRE DISTRICT ELECTRIC COMPANY

promises to pay to Cede & Co.


 


or registered assigns

the principal sum of Fifty Million Dollars on December 15, 2022


 


Interest Payment Dates:  March 15, June 15, September 15, December 15

Record Dates:  March 1, June 1,
September 1, December 1


 


	
   

  	
  Dated:  December 23, 2002

  
	
   

  	
   

  
	
  WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

  	
   

  
	
  Transfer Agent and Paying Agent

  	
   

  
	
   

  	
   

  
	
   

  	
  THE EMPIRE
  DISTRICT ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Title of Authorized
  Officer]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Title of the
  Authorized Officer]

  
	
   

  	
   

  	
   

  
	
   

  	
  (SEAL)

  	
   

  
	
   

  	
   

  	
   

  
	
  Authenticated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WELLS FARGO BANK
  MINNESOTA, NATIONAL ASSOCIATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Registrar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  
					



 

















 


THE
EMPIRE DISTRICT ELECTRIC COMPANY

7.05% Senior Notes Due 2022


1.                                      Interest.


 


The Empire District Electric Company (the “Company”),
a Kansas corporation, promises to pay interest on the principal amount of this
Security at the rate per annum shown above. 
The Company will pay interest on March 15, June 15,
September 15 and December 15 of each year commencing March 15,
2003.  Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from December 23, 2002.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.


 


2.                                      Method of
Payment.


 


The Company will pay interest on the Securities to the
persons who are registered holders of Securities at the close of business on
the record date for the next interest payment date, except as otherwise
provided in the Indenture.  Holders must
surrender Securities to a Paying Agent to collect principal payments.  The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. 
The Company may pay principal and interest by check payable in such
money.  It may mail an interest check to
a holder’s registered address.


 


3.                                      Securities
Agents.


 


Initially, Wells Fargo Bank Minnesota, National
Association, Attention:  Corporate Trust
Department, will act as Paying Agent, Transfer Agent and Registrar.  The Company may change any Paying Agent or
Transfer Agent without notice or provide for more than one such agent.  The Company or any Affiliate may act in any
such capacity.  Subject to certain conditions,
the Company may change the Trustee.


 


4.                                      Indenture.


 


The Company issued $50,000,000 principal amount of the
securities of this series (the “Securities”) under an Indenture dated as of
September 10, 1999 (the “Indenture”) between the Company and Wells Fargo
Bank Minnesota, National Association (the “Trustee”).  The terms of the Securities include those stated in the Indenture
and in the Securities Resolution creating the Securities and those made part of
the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa–77bbbb).  Securityholders are referred to the
Indenture, the Securities esolution and the Trust Indenture Act of 1939 for a
statement of such terms.


 


5.                                      Optional
Redemption.


 


On or after December 15, 2006, the Company may at
its option redeem all or part of the Securities on at least 30 days’, but
not more than 60 days’, prior notice mailed to the registered address of
each holder of Securities whose Securities are to be redeemed.  The redemption price shall equal 100% of the
principal amount of the Securities to be redeemed, plus accrued and unpaid
interest thereon to the date of redemption.


 

















 


6.                                      Notice of
Optional Redemption.


 


Notice of optional redemption shall be mailed by
first-class mail at least 30 days but not more than 60 days before
the redemption date to each holder of Securities to be redeemed at such
holder’s registered address.


A notice of redemption may provide that it is subject
to the occurrence of any event before the date fixed for such redemption as
described in such notice (“Conditional Redemption”), and such notice of
Conditional Redemption shall be of no effect unless all such conditions to the
redemption have occurred on or before such date or have been waived by the
Company.


 


7.                                      Redemption
Upon Death of Beneficial Owner.


 


The Company will redeem Securities at the option of
the representative of any deceased beneficial owner of Securities at a
redemption price equal to 100% of the principal amount of Securities being
redeemed, plus accrued and unpaid interest to the redemption date.  The maximum principal amount of Securities
that the Company will redeem in this manner during the period from the original
issue date of the Securities through December 15, 2003, and during each
twelve-month period after December 15, 2003, will be $25,000 per deceased
beneficial owner and an aggregate of $1,000,000 for all deceased beneficial
owners.


 


8.                                      Denominations,
Transfer, Exchange.


 


The Securities are in registered form without coupons
in denominations of $1,000 and whole multiples of $1,000.  The transfer of Securities may be registered
and Securities may be exchanged as provided in the Indenture.  The Transfer Agent may require a holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or the Indenture.  The Transfer Agent need not exchange or
register the transfer of any Security or portion of a Security selected for
redemption.  Also, it need not exchange
or register the transfer of any Securities for a period of 15 days before a selection
of Securities is to be redeemed.


 


9.                                      Persons
Deemed Owners.


 


The registered holder of a Security may be treated as
its owner for all purposes.


 


10.                               Amendments
and Waivers.


 


Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the holders of a majority in
principal amount of the securities of all series affected by the amendment.  Subject to certain exceptions, a default on
a series may be waived with the consent of the holders of a majority in
principal amount of the series.


Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among other things, to cure any
ambiguity, omission, defect or inconsistency; to provide for assumption of
Company obligations to Securityholders; or to make any change that does not
materially adversely affect the rights of any Securityholder.


 


11.                               Covenants.


 


The Securities are unsecured general obligations of
the Company limited to $50,000,000 principal amount.  The Indenture does not limit other unsecured debt.


 

















 


12.                               Successors.


 


When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the Company will be released
from those obligations.


 


13.                               Defeasance
Prior to Redemption or Maturity.


 


Subject to certain conditions, the Company at any time
may terminate some or all of its obligations under the Securities and the
Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity.  U.S. Government
Obligations are securities backed by the full faith and credit of the United
States of America or certificates representing an ownership interest in such
Obligations.


 


14.                               Defaults and
Remedies.


 


An Event of Default includes:  default for 60 days in payment of interest
on the Securities; default in payment of principal on the Securities; default
for 60 days in payment or satisfaction of any sinking fund obligation; default
by the Company for a specified period after notice to it in the performance of
any of its other agreements applicable to the Securities; certain events of bankruptcy
or insolvency; and any other Event of Default provided for in the series.  If an Event of Default occurs and is
continuing, the Trustee or the holders of at least 25% in principal amount of
the Securities may declare the principal of all the Securities to be due and
payable immediately.


Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture.  The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. 
Subject to certain limitations, holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Securityholders notice of  any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests.  The Company must furnish an annual
compliance certificate to the Trustee.


 


15.                               Trustee
Dealings with Company.


 


Wells Fargo Bank Minnesota, National Association, the
Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not Trustee.


 


16.                               No Recourse
Against Others.


 


A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation.  Each Securityholder by accepting a Security waives and releases
all such liability.  The waiver and
release are part of the consideration for the issue of the Securities.


 


17.                               Authentication.


 


This Security shall not be valid until authenticated
by a manual signature of the Registrar.


 

















 


18.                               Abbreviations.


 


Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: 
TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN
(=joint tenants with right of survivorship and not as tenants in common), CUST
(=custodian), U/G/M/A (=Uniform Gifts to Minors Act) and U/T/M/A (=Uniform
Transfers to Minors Act).


 


The
Company will furnish to any Securityholder upon written request and without
charge a copy of the Indenture and the Securities Resolution, which contains
the text of this Security in larger type. 
Requests may be made to: 
Secretary, The Empire District Electric Company, 602 Joplin Street,
Joplin, Missouri 64801.


 

















 


EXHIBIT 2


7.05%
Senior Notes due 2022


 


Supplemental
Terms


 


In addition to the terms
set forth in Exhibit 1 to Securities Resolution No. 3, the 7.05%
Senior Notes due 2022 (the “Notes”) shall have the following terms:


 


Section 1.               Definitions.  Capitalized terms used and not defined
herein shall have the meaning given such terms in the Indenture.  The following is an additional definition
applicable to the Notes:


 


“Depositary”
means, with respect to the Notes issued as a global Security, The Depository
Trust Company, New York, New York, or any successor thereto registered under
the Securities Exchange Act of 1934 or other applicable statute or regulation.


 


Section 2.               Securities
Issuable as Global Securities.


 


(a)           The Notes shall be issued in the form
of one or more permanent global Securities and shall, except as otherwise
provided in this Section 2, be registered only in the name of the
Depositary or its nominee.  Each global
Security shall bear a legend substantially to the following effect:


 


“Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a
New York corporation (“DTC”), to the Company or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.”


 


(b)           If at any time (i) the
Depositary with respect to the Notes notifies the Company that it is unwilling
or unable to continue as Depositary for such global Security or (ii) the
Depositary for the Notes shall no longer be eligible or in good standing under
the Securities Exchange Act of 1934 or other applicable statute or regulation,
the Company shall appoint a successor Depositary with respect to such global
Security.  If a successor Depositary for
such global Security is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Transfer Agent shall register the exchange of such global Security for an equal
principal amount of Registered Securities in the manner provided in Section 2.07
of the Indenture.


 


(c)           The Transfer Agent shall register the
transfer or exchange of a global Security for Registered Securities pursuant to
Section 2.07 of the Indenture if (i) a Default or Event of Default
shall have occurred and be continuing with respect to the Notes or
(ii) the Company determines that the Notes shall no longer be represented
by global Securities.


 


(d)           In any exchange provided for in the
preceding paragraph (b) or (c), the Company will execute and the Registrar
will authenticate and deliver Registered Securities.  Registered Securities issued in exchange for a global Security
shall be in such names and denominations as the Depositary for such global
Security shall instruct the Registrar. 
The Registrar shall deliver such Registered Securities to the persons in
whose names such Securities are so registered.


 

















 


Section 3.               Optional Redemption.  On or after December 15, 2006, the
Company may at its option redeem all or part of the Notes on at least 30 days’,
but not more than 60 days’, prior notice mailed to the registered address of
each holder of Notes whose Notes are to be redeemed.  The redemption price shall equal 100% of the principal amount of
the Securities to be redeemed, plus accrued and unpaid interest thereon to the
date of redemption.


 


On and after
the redemption date, interest shall cease to accrue on the Notes or any portion
thereof called for redemption.  On or
before the redemption date, the Company shall deposit with the Paying Agent
money sufficient to pay the redemption price of and accrued interest on the
Notes to be redeemed on such date.  If
less than all of the Notes are to be redeemed, the Trustee shall select the
Notes, or portions thereof, to be redeemed by a method considered by the
Trustee to be fair and appropriate.


 


Section 4.               Redemption by the Company in
the Event of Death of a Beneficial Owner.


 


Unless the
Notes have been declared due and payable prior to their maturity by reason of
an Event of Default, the Representative (as hereinafter defined) of a deceased
Beneficial Owner (as hereinafter defined) has the right to request redemption
prior to stated maturity of all or part of his or her interest in the Notes,
and the Company will redeem the same subject to the limitations that the
Company will not be obligated to redeem, during the period from the original
issue date through and including December 15, 2003 (the “Initial Period”),
and during any twelve-month period which ends on and includes each
December 15 thereafter (each such twelve-month period being hereinafter
referred to as a “Subsequent Period”), (i) on behalf of a deceased
Beneficial Owner any interest in the Notes which exceeds $25,000 principal
amount or (ii) interests in the Notes exceeding $1,000,000 in aggregate
principal amount.  A request for
redemption may be initiated by the Representative of a deceased Beneficial
Owner at any time and in any principal amount.


 


The Company
may, at its option, redeem interests of any deceased Beneficial Owner in the
Notes in the Initial Period or any Subsequent Period in excess of the $25,000
limitation.  Any such redemption, to the
extent that it exceeds the $25,000 limitation for any deceased Beneficial
Owner, shall not be included in the computation of the $1,000,000 aggregate
limitation for such Initial Period or such Subsequent Period, as the case may
be, or for any succeeding Subsequent Period. 
The Company may, at its option, redeem interests of deceased Beneficial
Owners in the Notes, in the Initial Period or any Subsequent Period in an
aggregate principal amount exceeding $1,000,000.  Any such redemption, to the extent it exceeds the $1,000,000
aggregate limitation shall not reduce the $1,000,000 aggregate limitation for
any Subsequent Period.  On any determination
by the Company to redeem Notes in excess of the $25,000 limitation or the
$1,000,000 aggregate limitation, Notes so redeemed shall be redeemed in the
order of the receipt of Redemption Requests (as hereinafter defined) by the
Trustee.


 


A request for
redemption of an interest in the Notes may be initiated by the personal representative
or other person authorized to represent the estate of the deceased Beneficial
Owner or from a surviving joint tenant(s) or tenant(s) by the entirety or the
trustee of a trust (each, a “Representative”), provided that the principal
amount is in integral multiples of $1,000. 
The Representative shall deliver a request to the Participant (hereinafter
defined) through whom the deceased Beneficial Owner owned such interest, in
form satisfactory to the Participant, together with evidence of the death of a
Beneficial Owner, evidence of the authority of the Representative satisfactory
to the Participant, such waivers, notices or certificates as may be required
under applicable state or federal law and such other evidence of the right to
such redemption as the Participant shall require.  The request shall specify the principal amount of the interest in
the Notes to be redeemed, which amounts must be in integral multiples of
$1,000.  The Participant shall thereupon
deliver to the Depositary a request for redemption substantially in the form
attached as Exhibit A hereto (a “Redemption Request”).  The Depositary will, on receipt thereof,
forward the same to the Trustee.  The
Trustee shall maintain records with respect to Redemption Requests received by
it including date of receipt, the name of the Participant filing the Redemption
Request and the status of each such Redemption Request with respect to the
$25,000 limitation and the $1,000,000 aggregate limitation.  The Trustee will immediately file each
Redemption Request it receives, together with the information regarding the
eligibility thereof with respect to the $25,000 limitation and the $1,000,000
aggregate limitation with the Company. 
The Depositary, the Company and the Trustee may


 

















 


conclusively assume, without
independent investigation, that the statements contained in each Redemption
Request are true and correct and shall have no responsibility for reviewing any
documents submitted to the Participant by the Representative or for determining
whether the applicable decedent is in fact the Beneficial Owner of the interest
in the Notes to be redeemed or is in fact deceased and whether the
Representative is duly authorized to request redemption on behalf of the
applicable Beneficial Owner.


 


Subject to the
$25,000 limitation and the $1,000,000 aggregate limitation, the Company will,
after the death of any Beneficial Owner, redeem the interest of such Beneficial
Owner in the Notes within 60 days following receipt by the Company of a
Redemption Request from the Trustee.  If
Redemption Requests exceed the aggregate principal amount of interests in Notes
required to be redeemed during the Initial Period or during any Subsequent
Period, then such excess Redemption Requests will be applied in the order
received by the Trustee to successive Subsequent Periods, regardless of the
number of Subsequent Periods required to redeem such interests.  The Company may, at any time notify the
Trustee that it will redeem, on a date not less than 30 nor more than 60 days
thereafter, all or any such lesser amount of Notes for which Redemption Requests
have been received but which are not then eligible for redemption by reason of
the $25,000 limitation or the $1,000,000 aggregate limitation.  Any Notes so redeemed shall be redeemed in
the order of receipt of Redemption Requests by the Trustee.


 


The price to
be paid by the Company for the Notes to be redeemed pursuant to a Redemption
Request is 100% of the principal amount thereof plus accrued but unpaid
interest to the date of payment.  Subject
to arrangements with the Depositary, payment for interests in the Notes which
are to be redeemed shall be made to the Depositary upon presentation of Notes
to the Trustee for redemption in the aggregate principal amount specified in
the Redemption Requests submitted to the Trustee by the Depositary which are to
be fulfilled in connection with such payment. 
The principal amount of any Notes acquired or redeemed by the Company
other than by redemption at the option of any Representative of a deceased
Beneficial Owner pursuant to this section shall not be included in the
computation of either the $25,000 limitation or the $1,000,000 aggregate
limitation for the Initial Period or for any Subsequent Period.


 


For purposes
of this section, a “Beneficial Owner” means the Person who has the right to
sell, transfer or otherwise dispose of an interest in a Note and the right to
receive the proceeds therefrom, as well as the interest and principal payable
to the holder thereof.  In general, a
determination of beneficial ownership in the Notes will be subject to the rules,
regulations and procedures governing the Depositary and institutions that have
accounts with the Depositary or a nominee thereof (“Participants”).


 


For purposes
of this section, an interest in a Note held in tenancy by the entirety, joint
tenancy or by tenants in common will be deemed to be held by a single
Beneficial Owner and the death of a tenant by the entirety, joint tenant or
tenant in common will be deemed the death of a Beneficial Owner.  The death of a person who, during his
lifetime, was entitled to substantially all of the rights of a Beneficial Owner
of an interest in the Notes will be deemed the death of the Beneficial Owner,
regardless of the recordation of such interest on the records of the
Participant, if such rights can be established to the satisfaction of the
Participant.  Such interests shall be
deemed to exist in typical cases of nominee ownership, ownership under the
Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, community
property or other similar joint ownership arrangements, including individual
retirement accounts or Keogh H.R. 10 plans maintained solely by or for the
decedent or by or for the decedent and any spouse, and trust and certain other
arrangements where one person has substantially all of the rights of a
Beneficial Owner during such person’s lifetime.


 


In the case of
a redemption request which is presented on behalf of a deceased Beneficial
Owner and which has not been fulfilled at the time the Company gives notice of
its election to redeem the Notes, the Notes which are the subject of such
pending redemption request shall be redeemed prior to any other Notes.


 


Any Redemption
Request may be withdrawn by the person(s) presenting the same upon delivery of
a written request for such withdrawal given by the Participant on behalf of
such person to the Depository and by the Depositary to the Trustee not less
than 30 days prior to payment thereof by the Company.


 

















 


The Company
may, at its option, purchase any Notes for which Redemption Requests have been
received in lieu of redeeming such Notes.  Any Notes so purchased by the Company shall either be reoffered
for sale and sold within 180 days after the date of purchase or presented to
the Trustee for redemption and cancellation.


 


During such
time or times as the Notes are not represented by a global Security and are
issued in definitive form, all references in this Section to Participants and
the Depositary, including the Depositary’s governing rules, regulations and
procedures shall be deemed deleted, all determinations which under this section
the Participants are required to make shall be made by the Company (including,
without limitation, determining whether the applicable decedent is in fact the
Beneficial Owner of the interest in the Notes to be redeemed or is in fact
deceased and whether the Representative is duly authorized to request
redemption on behalf of the applicable Beneficial Owner), all redemption
requests, to be effective, shall be delivered by the Representative to the
Trustee, with a copy to the Company, and shall be in the form of a Redemption
Request (with appropriate changes mutually agreed upon by the Trustee and the
Company to reflect the fact that the Redemption Request is being executed by a
Representative) (including provision for signature guarantees)) and, in addition
to all documents that are otherwise required to accompany a Redemption Request,
shall be accompanied by the Note that is the subject of such request, or if
applicable, a properly executed assignment or endorsement, in addition to all
documents that are otherwise required to accompany a redemption request.  If the record interest in the Note is held
by a nominee of the deceased Beneficial Owner, a certificate or letter from the
nominee attesting to the deceased’s ownership of a beneficial interest in the
Note must also be delivered.


 

















 


EXHIBIT A


 


FORM OF REDEMPTION REQUEST

THE EMPIRE DISTRICT ELECTRIC COMPANY

7.05% SENIOR NOTES


 


due December 15, 2022

(the “Notes”)


 


CUSIP NO. 291641AX6


 


The
undersigned,                                                    (the
“Participant”), does hereby certify, pursuant to the provisions of that certain
Indenture dated as of September 10, 1999 (the “Indenture”) made by The
Empire District Electric Company (the “Company”) and Wells Fargo Bank
Minnesota, National Association, as Trustee (the “Trustee”), to the Depositary
Trust Company (the “Depositary”), the Company and the Trustee that:


 


1.             [Name of deceased
Beneficial Owner] is deceased.


 


2.             [Name of deceased
Beneficial Owner] had a
$                        interest
in the above referenced Notes.


 


3.             [Name of
Representative] is [Beneficial Owner’s personal representative/other person
authorized to represent the estate of the Beneficial Owner/surviving joint
tenant/surviving tenant by the entirety/trustee of a trust] of [Name of deceased
Beneficial Owner] and has delivered to the undersigned a request for redemption
in form satisfactory to the undersigned, requesting that
$                        
principal amount of said Notes be redeemed pursuant to said Indenture.  The documents accompanying such request, all
of which are in proper form, are in all respects satisfactory to the
undersigned and the [Name of Representative] is entitled to have the Notes to
which this Request relates redeemed.


 


4.             The Participant
holds the interest in the Notes with respect to which this Request for
Redemption is being made on behalf of [Name of deceased Beneficial Owner].


 


5.             The Participant
hereby certifies that it will indemnify and hold harmless the Depositary, the
Trustee and the Company (including their respective officers, directors,
agents, attorneys and employees), against all damages, loss, cost, expense
(including reasonable attorneys’ and accountants’ fees), obligations, claims or
liability (collectively, the “Damages”) incurred by the indemnified party or
parties as a result of or in connection with the redemption of Notes to which
this Request relates.  The Participant
will, at the request of the Company, forward to the Company, a copy of the
documents submitted by [Name of Representative] in support of the request for
redemption.


 

















 


IN WITNESS WHEREOF, the undersigned has executed this Redemption Request
as of
                           ,                   .


 


	
   

  	
  [PARTICIPANT NAME]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: