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                                                   EXHIBIT 10 (h)


                ST. JOSEPH LIGHT & POWER COMPANY
                                
                    LONG-TERM INCENTIVE PLAN
                                
                      ADOPTED MAY 18, 1994
               (AMENDED & RESTATED MARCH 20, 1996)


1. PURPOSE. The purpose of the St. Joseph Light & Power Company
   (the "Company") Long-Term Incentive Plan (the "Plan") is to
   aid the Company in retaining qualified and competent
   management personnel and to encourage significant
   contributions by such personnel to the success of the Company
   by providing additional incentive to those employees who
   contribute to the successful and profitable operations of the
   Company. Aggressively pursuing cost savings and expense
   reductions where appropriate are integral parts of a
   successful operation and translate into significant benefits
   for customers and shareholders alike. It is believed that
   these purposes will be furthered through granting to officers
   and key employees common stock of the Company ("Stock
   Awards"), as provided Herein, so that such officers and
   employees will be encouraged and enabled to acquire a larger
   personal interest in the continued success of the Company.

2. ELIGIBILITY. Officers of the Company shall be granted Stock
   Awards in accordance with Section 5 of this Plan. In
   addition, grants of Stock Awards may be made by the
   Compensation Committee (the "Committee") of the Board of
   Directors of the Company (the "Board") to key employees in
   accordance with Section 5 of this Plan. A Stock Award may
   only be granted to an employee of the Company.

3. GENERAL ADMINISTRATION. The Committee shall have full power
   and authority to administer and interpret the Plan, subject
   to the provisions of the Plan and as to such matters as are
   reserved under the Plan to the Board. Any interpretation of
   the Plan or other act of the Committee in administering the
   Plan shall be final and binding on all employees. The
   Committee may adopt such procedures as it deems necessary or
   appropriate in administering the Plan. No member of the
   Committee shall be liable for any action or determination
   made in good faith with respect to the Plan or any Stock
   Award granted under the Plan.

4. SHARES SUBJECT TO THE PLAN. The total number of shares of
   common stock of the Company ("common Stock") available for
   Stock Awards on and after May 18, 1994, shall not exceed one
   hundred sixty thousand (160,000). Shares reserved under the
   Plan shall be appropriately adjusted as provided in Section
   11. Shares subject to Stock Awards under the Plan may be
   either authorized and unissued shares or issued shares which
   are reacquired by the Company and held in its treasury.

                                
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5. MANAGEMENT INCENTIVE.

   (a) DEFINITIONS.

      (i)  "Performance Cycles" shall mean three consecutive
           calendar years. Performance Cycles shall overlap (for
           example, Performance Cycle 1 shall be January 1, 1994
           to December 31, 1996 while Performance Cycle 2 shall
           be January 1, 1995 to December 31, 1997 and so on).

      (ii) "Peer Group Utilities"  shall mean all the companies
           contained in the "EEI 100 Index of Investor-Owned
           Electrics."

      (iii)"Total Shareholder Return" shall mean Common Stock
           market price appreciation/depreciation and dividends.

   (b) THRESHOLD GOAL FORMULA.

      (i)  Stock Awards shall be granted as of the first day of
           a Performance Cycle. The Threshold level of a Stock
           Award shall be determined as a percent of the annual
           compensation base rate as follows:
      
                                  Percent of Annual
                                    Compensation
           Participants               Base Rate
           ------------           -----------------
           President                   30%
           Other Officers              20%
           All Others             To be determined by
                                   the Committee but
                                   not to exceed 20%

           The respective Threshold percentage of the annual
           compensation base rate shall be applied to the
           participant's annual compensation base rate as of the
           first-day of a Performance Cycle; provided, however,
           the Committee may, in its discretion, affix a day
           different from the first day of a Performance Cycle
           for this purpose for a newly hired or promoted
           employee. This product shall be translated into a
           number of shares of Common Stock by dividing this
           product by the closing price of the Common Stock as
           of the first business day of the Performance Cycle.
           This amount expressed in shares for each respective
           participant shall be that participant's Threshold
           Goal.

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   (c) PERFORMANCE CRITERION.

       (i) Subject to Section 6, a participant shall earn a
           Stock Award as of the end of the Performance Cycle
           applicable to such award based upon performance
           against a "Total Shareholder Return" criterion. A
           Total Shareholder Return for the universe of Peer
           Group Utilities referenced above shall be examined at
           the end of a Performance Cycle in comparison to the
           Total Shareholder Return of the Company for that same
           period. The amount of Stock Award which is earned
           shall be determined based on the Company's percentile
           ranking as measured against the Peer Group Utilities
           as follows:
       
                Percentile               Award as a %
                Performance            of Threshold Goal
           ---------------------       -----------------
                       Up to But
           From        Excluding
            0%           50%                     0%
           50%           55%                    75%
           55%           60%                    85%
           60%           65%                   100%
           65%           70%                   120%
           70%           75%                   150%
           75%           80%                   175%
           80%         or higher               200%

       (ii) A prorated Stock Award shall be earned in Accordance
           with Section 5(c)(i) prior to the end of such award's
           Performance Cycle in the event of a participant's
           death, total disability or retirement under the early
           or normal provisions of any defined benefit pension
           plan sponsored by the Company in which the
           participant participates ("Retirement"). Such
           terminations of employment are referred to
           individually or collectively as a Triggering Event.
           In order to make an award determination, the
           Committee shall calculate the Peer Group Utilities'
           performance for the applicable Performance Cycles to
           date (using the beginning of each respective
           Performance Cycle through the date of the Triggering
           Event) and compare the Company's performance to that
           of the Peer Group Utilities'. The Committee shall
           prorate the respective Stock Awards applicable to
           each Performance Cycle rounded to the nearest month.
           Acknowledging that the performance of the Peer Group
           Utilities may be difficult to ascertain at a
           particular point in time, the Committee shall use the
           most recent data available with respect to the
           Triggering Event.

       (iii) A Stock Award shall be earned in accordance with
           Section 5(c)(i) prior to the end of such award's
           Performance Cycle in the event of a Change of
       
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           Control, as defined in Section 8. The Committee shall
           use the same methodology as outlined in 5(c)(ii)
           above with the event of Change of Control treated in
           the same manner as a Triggering Event. No proration,
           however, shall be applied.

       (iv) A Stock Award, or portion thereof, may also be
           earned in accordance with Section 5(c)(i) prior to
           the end of such award's Performance Cycle in the
           event of a participant's voluntary termination of
           employment (other than by reason of total disability
           or Retirement). If the Committee chooses to make such
           an award, it shall use the same methodology as
           outlined in 5(c)(ii) above with the event of
           voluntary termination treated. in the same manner as
           a Triggering Event. Any Stock Award made under this
           provision shall be in the absolute discretion of the
           Committee.

       (v) Notwithstanding anything herein to the contrary, no
           Stock Award, or portion thereof, shall be earned for
           a Performance Cycle in which the Total Shareholder
           Return for the Performance Cycle is not positive.

6. EARNING OF STOCK AWARDS. No Stock Award shall be earned until
   the Committee by resolution, written consent or other
   appropriate action makes such determination with respect to a
   particular employee (the "Grantee") and a Restricted Stock
   Agreement is executed by the Company and the Grantee setting
   forth the terms and conditions of the Stock Award.

7. STOCK AWARDS.

   (a) RESTRICTIONS ON TRANSFER. A certificate or certificates
       representing the shares earned with respect to a Stock
       Award shall be issued in accordance with Section 10. Such
       shares of Common Stock shall be subject to such terms and
       conditions as the Committee determines to be appropriate
       including, without limitation, restrictions on the sale
       or other disposition of such shares. Except as herein
       provided, such shares shall be subject to restrictions
       Against transfer and shall not be sold, transferred,
       assigned or otherwise disposed of by the Grantee.
       However, the Grantee may, with the written consent of the
       Board, tender such shares for sale or exchange in the
       event of any tender offer within the meaning of Section
       14(d) of the Securities Exchange Act of 1934. Except as
       described in Section 7(b)(ii) and (iii) or as may be
       expressly provided otherwise in a written agreement
       approved by the Committee between the Company and the
       Grantee, in the event of the termination of full-time
       employment with the Company prior to the termination date
       of restrictions pertaining to the Stock Award, the shares
       then subject to restrictions shall be

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       forfeited by the Grantee and shall become the property of
       the Company.

       All restrictions applicable to a Stock Award shall also
       apply to any shares resulting from a stock dividend,
       stock split or other distribution of shares of the
       Company with respect to the Stock Award and shall also
       apply to any securities issuable upon any change or any
       exchange of stock referred to in Section 11, effective as
       of the grant date of such Stock Award.

   (b) TERMINATION OF RESTRICTIONS. The restrictions imposed
       under Section 7(a) shall lapse, expire or terminate upon
       the earliest to occur of:
   
       (i) The third anniversary of the date as of which the
           Stock Award is earned; or

       (ii) Upon termination of the Grantee's employment with
           the Company because of death, total disability or
           Retirement; or

       (iii)In the event of a Change of Control.

8. CHANGE OF CONTROL.  A "Change of Control" of the Company shall
   mean:

        (1) the acquisition by any individual, entity or group
   (a "Person"), including any "person" within the meaning of
   Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
   of 1934 (the "Exchange Act"), of beneficial ownership within
   the meaning of Rule 13d-3 promulgated under the Exchange Act,
   of 20 percent or more of the then outstanding shares of
   Common Stock (the "Outstanding Common Stock"); provided that
   the following acquisitions shall not constitute a Change of
   Control: (A) any acquisition directly from the Company
   (excluding any acquisition resulting from the exercise of a
   conversion or exchange privilege in respect of outstanding
   convertible or exchangeable securities), (B) any acquisition
   by the Company, (C) any acquisition by an employee benefit
   plan (or related trust) sponsored or maintained by the
   Company or any corporation controlled by the Company, (D) any
   acquisition by any corporation pursuant to a reorganization,
   merger or consolidation involving the Company, if,
   immediately after such reorganization, merger or
   consolidation, each of the conditions described in clauses
   (i), (ii) and (iii) of subsection (3) of this Section 8 shall
   be satisfied; and provided further, that for purposes of
   clause (B), if any Person (other than the Company or any
   employee benefit plan (or related trust) sponsored or
   maintained by the Company or any corporation controlled by
   the Company) shall become the beneficial owner of 20 percent
   or more of the outstanding Common Stock by reason of
   acquisition by the Company, and such Person shall, after such
   acquisition by the Company, become the beneficial owner of
   any additional shares of the

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   Outstanding Common Stock and such beneficial ownership is
   publicly announced, such additional beneficial ownership
   shall constitute a Change of Control;
   
        (2) individuals who, immediately after the Company's
   1994 Annual Meeting of Shareholders, constitute the Board of
   Directors (the "Incumbent Board"), cease for any reason to
   constitute at least a majority of the Board; provided that
   any individual who becomes a director subsequent to the date
   of the Company's 1994 Annual Meeting of Shareholders whose
   election, or nomination for election by the Company's
   shareholders, was approved by the vote of at least 66-2/3
   percent of the directors then comprising the Incumbent Board
   shall be deemed to have been a member of the Incumbent Board;
   and provided further, that no individual who was initially
   elected as a director as a result of an actual or threatened
   election contest, as such terms are used in Rule 14a-11 of
   Regulation 14A promulgated under the Exchange Act, or any
   other actual or threatened solicitation of proxies or
   consents by or on behalf of any Person other than the Board
   shall be deemed to have been a member of the Incumbent Board;

        (3) approval by the shareholders of the Company of a
   reorganization, merger or consolidation unless, in any such
   case, immediately after such reorganization, merger or
   consolidation, (i) more than 60 percent of the then
   outstanding shares of common stock of the corporation
   resulting from such reorganization, merger or consolidation
   and more than 60 percent of the combined voting power of the
   then outstanding securities of such corporation entitled to
   vote generally in the election of directors is then
   beneficially owned, directly or indirectly, by all or
   substantially all of the individuals or entities who were the
   beneficial owners, respectively, of the Outstanding Common
   Stock immediately prior to such reorganization, merger or
   consolidation and in substantially the same proportions
   relative to each other as their ownership, immediately prior
   to such reorganization, merger or consolidation, of the
   Outstanding Common Stock, (ii) no Person other than the
   Company, any employee benefit plan (or related trust)
   sponsored or maintained by the Company or the corporation
   resulting from such reorganization, merger or consolidation
   (or any corporation controlled by the Company) and any Person
   which beneficially owned, immediately prior to such
   reorganization, merger or consolidation, directly or
   indirectly, 20 percent or more of the outstanding Common
   Stock) beneficially owns, directly or indirectly, 15 percent
   or more of the then outstanding shares of common stock of
   such corporation or 20 percent or more of the combined voting
   power of the then outstanding securities of such corporation
   entitled to vote generally in the election of directors and
   (iii) at least a majority of the members of the board of
   directors of the corporation resulting from such
   reorganization, merger or consolidation were members of the
   Incumbent Board at the time of the execution of the initial

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   agreement or action of the Board of Directors providing for
   such reorganization, merger or consolidation; or

        (4) approval by the shareholders of the Company of (i) a
   plan of complete liquidation or dissolution of the Company or
   (ii) the sale or other disposition of all or substantially
   all of the assets of the Company other than to a corporation
   with respect to which, immediately after such sale or other
   disposition, (A) more than 60 percent of the then outstanding
   shares of common stock thereof and more than 60 percent of
   the combined voting power of the then outstanding securities
   thereof entitled to vote generally in the election of
   directors is then beneficially owned, directly or indirectly,
   by all or substantially all of the individuals and entities
   who were the beneficial owners, respectively, of the
   Outstanding Common Stock immediately prior to such sale or
   other disposition and in substantially the same proportions
   relative to each other as their ownership, immediately prior
   to such sale or other disposition, of the Outstanding Common
   Stock, (B) no Person other than the Company, any employee
   benefit plan (or related trust) sponsored or maintained by
   the Company or such corporation (or any corporation
   controlled by the Company) and any Person which beneficially
   owned, immediately prior to such sale or other disposition,
   directly or indirectly, 20 percent or more of the Outstanding
   Common Stock beneficially owns, directly or indirectly, 20
   percent or more of the then outstanding shares of common
   stock thereof or 20 percent or more of the combined voting
   power of the then outstanding securities thereof entitled to
   vote generally in the election of director and (C) at least a
   majority of the members of the board of directors thereof
   were members of the Incumbent Board at the time of the
   execution of the initial agreement or action of the Board
   providing for such sale or other disposition.

9. TAXES. The Company shall have the right to require, prior to
   the delivery of any shares of Common Stock, payment by a
   Grantee of federal, state, local or other taxes which may be
   required to be withheld or paid in connection with a Stock
   Award.


10. STOCKHOLDER AND EMPLOYMENT RIGHTS. Effective as of the date
   on which all or a portion of a Stock Award is earned in
   accordance with Section 5(c), a certificate or certificates
   representing the earned shares shall be registered on the
   Company's books in the name of the Grantee; however, the
   certificates shall be held by the Company for the account of
   the Grantee and the Grantee shall deliver to the Company a
   stock power or powers executed in blank, covering such
   shares. Except as otherwise provided, the Grantee shall have
   all the rights of a stockholder including the right to
   receive dividends and to vote the shares. As and when
   restrictions terminate, the certificates representing such
   shares shall be released to the Grantee. While in its
   possession, the Company reserves the right to place a legend
   on the certificates

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   restricting their transferability and referring to the terms
   and conditions (including forfeitures) applicable to the
   shares represented by the certificate.

   Each Stock Award shall be subject to the requirement that if
   at any time the Company determines that the listing,
   registration or qualification of the shares of Common Stock
   subject to such award upon any securities exchange or under
   any law, the consent or approval of any governmental body, or
   the taking of any other action is necessary or desirable as a
   condition of, or in connection with, the issuance of shares
   or the release of certificates representing such shares, such
   shares shall not be issued or such certificates released
   unless such listing, registration, qualification, consent,
   approval or other action shall have been effected or
   obtained, free of any conditions not acceptable to the
   Company.

   Nothing in the Plan or in any Stock Award granted pursuant to
   the Plan shall confer on any individual any right to be or to
   continue in the employ of the Company or any of its
   subsidiaries or shall interfere in any way with the right of
   the Company or any of its subsidiaries to terminate the
   employment of any individual at any time.

11. CHANGE IN STOCK, ADJUSTMENTS, ETC. If the outstanding shares
   of Common Stock shall be changed into or exchanged for a
   different number or kind of shares of stock or other
   securities of the Company or of another corporation (whether
   by reason of merger, consolidation, recapitalization,
   reclassification, split-up, combination of shares, or
   otherwise), or in the event of a stock dividend, stock split
   or other distribution to shareholders (other than a regular
   cash dividend) in which the participant does not participate,
   the Committee shall make payment adjustments, in its sole
   discretion, to the number and kind of securities reserved for
   the purposes of the Plan and the number and kind of
   securities subject to each outstanding Stock Award. If any
   adjustment would result in a fractional security being
   subject to a Stock Award, the Company shall pay the Grantee
   thereof an amount in cash determined by multiplying the
   fraction of such security (rounded to the nearest hundredth)
   by the fair market value of a share of Common Stock, as
   determined in the Committee's sole discretion.

12. AMENDMENT AND TERMINATION. The Board shall have complete
   power and authority to amend or terminate the Plan at any
   time; provided, however, that (a) an amendment or termination
   of Section 5 of this Plan shall be adopted only at the
   regularly scheduled March Board meeting and shall be
   effective as of the beginning of the new Performance Cycle in
   which such amendment or termination was adopted and no other
   action throughout the Performance Cycle shall change the
   benefits or performance criteria or goals with respect to an
   outstanding Performance Cycle and (b) the category of
   officers to be granted Stock Awards, the date of grant of a
   Stock Award to

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   such officers, the formula for determining the amount of a
   Stock Award earned by such officers during a Performance
   Cycle (including applicable performance levels), and other
   provisions of this Plan which affect eligibility for, and the
   amount, price and timing of, Stock Awards granted to such
   officers, shall not be amended more than once every six
   months other than to comport with changes in the Internal
   Revenue Code and the Employee Retirement Income Security Act
   of 1974 and the rules thereunder; provided, further, that no
   amendment shall be made without shareholder approval if such
   amendment would (a) increase the maximum number of shares of
   Common Stock available under this Plan (subject to Section
   11), or (b) require the approval of shareholders under
   applicable law or regulation.
   
   No termination or amendment of the Plan may, without the
   consent of the Grantee of any Stock Award, adversely affect
   the rights of such Grantee with respect to any outstanding
   Stock Award. This Plan shall continue after its effective
   date unless terminated earlier by the Board. The termination
   of the Plan shall not affect restrictions on Stock Awards
   outstanding or existing at the time of such termination.

13. GOVERNMENTAL REGULATIONS AND CONSTRUCTION. The obligation of
   the Company to deliver shares of Common Stock under Stock
   Awards granted pursuant to the Plan shall be subject to all
   applicable laws, rules and regulations and to such approvals
   by any governmental agencies as may be required. The Plan
   shall be interpreted and construed in accordance with the
   laws of the State of Missouri.

14. EFFECT ON OTHER BENEFITS. The value of any Stock Awards
   (either on the date granted or at the time restrictions on
   shares are terminated) shall not be included as compensation
   or earnings for purposes of the calculation of benefits under
   any other benefit plan offered by the Company.

15. EFFECTIVE DATE. This Plan shall be submitted to the
   shareholders of the Company at the 1994 Annual Meeting of
   Shareholders for approval, and, if approved, shall be
   effective for Performance Cycle 1 beginning January 1, 1994.

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