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                                                   EXHIBIT 10 (k)



                ST. JOSEPH LIGHT & POWER COMPANY
                                
                   OFFICERS ANNUAL BONUS PLAN
                                
                     ADOPTED MARCH 20, 1996
                                

1. PURPOSE. The purpose of the St. Joseph Light & Power Company
   (the "Company") Annual Bonus Plan (the "Plan") is to aid the
   Company in retaining qualified and competent management 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 while simultaneously
   managing expenses for the benefit of the customer and
   shareholder alike. It is believed that these purposes will be
   furthered through the granting of Cash Awards to officers as
   provided herein.

2. GENERAL ADMINISTRATION. The Compensation Committee (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 Cash Award granted under the
   Plan.

3. ELIGIBILITY. Subject to Section 6, the officers of the Company
   shall be granted Cash Awards as set forth in Section 4.

4. MANAGEMENT BONUS.

   (a) DEFINITIONS.

      (i)  "Plan Year" shall mean the Company's fiscal year.
      
      (ii) "Return on Equity" (ROE) shall mean the total
            after-tax earnings available for common stock
            divided by the period ending shareholder equity.

       (iii)"Peer Group Utilities" shall mean the investor-owned
            companies, or their successors by any merger or
            consolidation, participating in the Missouri Valley
            Electrical Association for which annual financial
            data is readily and publicly available.


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   (b) CASH AWARD FORMULA.

       (i)  A participant shall earn a Cash Award during a Plan
            Year based upon the attainment of different
            performance levels for the two performance criteria
            set forth in Sections 4(c)(i) and (ii), as modified
            pursuant to Section 4(d). The value of a Cash Award
            for a performance level applicable to each
            performance criterion shall be determined as a
            percent of base salary as of the last day of a Plan
            Year as follows:

                             PERFORMANCE      PERCENT
            PARTICIPANTS        LEVEL        OF SALARY
            ------------     -----------     ---------
            President        Threshold          7.5
                             Target            10.0
                             Outstanding       12.5
            
            Other Officers   Threshold          5.0
                             Target             7.5
                             Outstanding       10.0

            The total Cash Award shall be the sum of the awards
            earned for each performance criterion as set forth
            in Sections 4(c)(i) and 4(c)(ii) and as modified by
            the "ratepayer protection" factor set forth in
            Section 4(d). The failure to attain at least the
            threshold performance level for a Plan Year
            applicable to one performance criterion shall not
            affect the earned portion of a Cash Award
            attributable to the other performance criterion.

       (ii) Notwithstanding anything herein to the contrary, no
            Cash Award, or portion thereof, shall be earned for
            a Plan Year in which the total dividends per share
            payable on Common Stock are not equal to or greater
            than such dividends per share for the prior Plan
            Year.

       (iii)Further, notwithstanding anything herein to the
            contrary, for the purposes of calculating the
            incentive award, the Compensation Committee of the
            Board, may recommend to the Board, adjustments in
            calculating the incentive award(s). The purpose of
            such adjustments, if any, is to more accurately
            reflect the true operating performance of the
            Company. Adjustments may include, but are not
            limited to, excluding or including extraordinary
            items of income or expense. Decisions of the Board
            in regard to this matter shall be final and
            conclusive.
       
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       (iv) Regardless of performance based on the incentive
            plan performance measures no participant shall be
            eligible to receive an award unless his performance
            is at least "fully competent" or greater. Where
            possible, prior to taking such action, the
            participant should be advised of the performance
            shortfall at the time the issue arose and the
            discussion confirmed in writing. The goal of this
            communication process is to ensure that the
            appropriate constructive discussions have taken
            place and that the participant has the opportunity
            to take corrective action.

            The purpose and intent of this paragraph is to
            ensure that each individual officer through his
            personal performance has earned the award as
            calculated under the annual plan formula.
            
            Except for his own performance evaluation, the
            determination of other officers' performance shall
            be based on the recommendation of the President with
            the review and modification/approval of the
            Compensation Committee. The final determination of
            all participants' performance evaluation and award
            under the annual plan, in relationship to this plan
            paragraph, shall be at the sole discretion of the
            Compensation Committee of the Board.

   (c) PERFORMANCE CRITERIA. A participant shall earn a Cash
       Award based upon performance against two performance
       criteria, ROE and controllable expenses.

       (i)  Return on Equity. The objective of this goal is to
            motivate an improved ROE. Return on equity shall be
            measured for each Plan Year. Performance levels
            shall be determined as the relative percentile
            ranking of the Company ROE to all other Peer Group
            Utilities.
       
                                  Relative Percentile Ranking
            Performance Level            (100% = Best)
            -----------------     ---------------------------
               Threshold                    50th
               Target                       60th
               Outstanding                70th or better

       (ii) Other Operations and Maintenance Expense Control.
            The objective of this goal shall be to reduce
            controllable expenses as measured against the
            preceding five year average growth in expenses.
            Expenses shall be measured in constant dollars to
            adjust for inflation. Controllable expenses shall
            include, but not be limited to, payroll, pension
       
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            and medical costs, materials, supplies, and outside
            services. Controllable expenses shall not include
            taxes, depreciation, interest expense, other
            deductions, fuel or purchased power costs.
            
                                  Five-Year Average Growth
            Performance Level     In Controllable Expenses
            -----------------     ------------------------
               Threshold                    1.0%
               Target                       0.5%
               Outstanding                  0.0%
            
   (d) RATEPAYER PROTECTION. To motivate achievement of goals
      while protecting customers from increases in rates per
      Kilowatt hour ("Kwh"), the value of a participant's Cash
      Award which would otherwise be earned pursuant to the two
      performance criteria set forth in Sections 4(c)(i) and
      (ii) shall be modified based upon the Company's ranking
      among the residential rates per Kwh for the Peer Group
      Utilities.
   
                               Effect on
                             Value of Cash
      Company's Relative     Awards Otherwise     Modifier
           Ranking               Payable           Factor
      ------------------     ----------------     --------
      1 (lowest Kwh rate)    Increased 10%          1.10
      2                      Increased 5%           1.05
      3-4                    None                   1.00
      5                      Decreased 10%           .90
      6                      Decreased 30%           .70
      7-8                    Decreased 50%           .50
      9 or below             (Eliminated)            .00

   (e) DISCRETIONARY INCENTIVE FUND. A Discretionary Incentive
      Fund equal to 20% of the Basic Award (i.e., the total of
      all awards under the plan prior to any individual
      reductions as a result of performance) will be available
      to the President and the Compensation Committee. The
      purpose of the discretionary fund is to recognize
      extraordinary performance on the part of an officer or
      group of officers. There is no requirement that any or all
      of the discretionary fund dollars be spent. Discretionary
      fund dollars not spent would not be carried over to the
      next plan year. Awards from the discretionary fund based
      on the recommendation of the President and any other
      awards from the Discretionary Incentive Fund shall be
      determined at the sole and final discretion of the
      Committee.
   
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   (f) Payment of the Award. The amount of the Cash Award earned
      during a Plan Year shall be paid as soon as possible
      following the March Board meeting subsequent to the Plan
      Year.

5. TAXES. The Company shall have the right to deduct from a
   participant's Cash Award federal, state, local or other taxes
   which may be required to be withheld or paid in connection
   with such an Award.

6. GRANTS TO EMPLOYEES. The granting of Cash Awards pursuant to
   the Plan shall occur when the Committee by resolution,
   written consent or other appropriate action determines to
   grant such Cash Award to a particular employee.

7. EMPLOYMENT RIGHTS. Nothing in the Plan or in any Cash 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 shall interfere in any way with the right of the Company
   to terminate the employment of any individual at any time.

8. AMENDMENT AND TERMINATION. The Board shall have complete power
   and authority to amend or terminate the Plan at any time;
   provided, however, that an amendment or termination of
   Section 4 of this Plan shall be adopted only at the regularly
   scheduled March Board meeting and shall be effective as of
   the beginning of the Plan Year in which such amendment or
   termination was adopted and no other action throughout the
   Plan Year shall change the benefits or performance criteria
   or goals with respect to a current Plan Year.

9. LEGAL CONSTRUCTION. The Plan shall be interpreted and
   construed in accordance with the laws of the State of
   Missouri.

10.EFFECTIVE DATE. The Effective Date of the Plan shall be
   January 1, 1996.

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