Exhibit 10h
                                
                ST. JOSEPH LIGHT & POWER COMPANY
                                
               OFFICERS' LONG-TERM INCENTIVE PLAN
                   (EFFECTIVE JANUARY 1, 1999)

1. MANAGEMENT INCENTIVE.

(a) DEFINITIONS.

(i) "Performance Cycle" shall mean three consecutive calendar
years. Performance Cycles shall overlap (for example, Performance
Cycle 1 shall be January 1, 1999 to December 31, 2001 while
Performance Cycle 2 shall be January 1, 2000 to December 31, 2002
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 Returnee 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%
     A11 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.

(c) PERFORMANCE MEASURE.

(i) Subject to Section 2, 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"
measure. A Total Shareholder Return for the universe of Peer
Group Utilities referenced above shall be valued on a quarterly
basis throughout the performance cycle and the percentile
performance for these quarters shall be averaged for the
performance cycle. This average shall determine the percentage
award for the performance cycle, in accordance with the table
below. 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 l(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. The Committee shall prorate the respective
Stock Awards applicable to each Performance Cycle rounded to the
nearest month.

(iii) A Stock Award shall be earned in accordance with Section
l(c)(i) and the provisions of 6.8 of the 1998 Long-Term Incentive
Plan (adopted by the shareholders on May 20, 1998) prior to the
end of such award's Performance Cycle, in the event of a Chance
of Control.

(iv) A Stock Award, or portion thereof, may also be earned in
accordance with Section l(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
l(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.

2. 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, including the terms described
in Section 3 below.
3. STOCK AWARDS.(a) TERMINATION OF RESTRICTIONS. The restrictions
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.