ST. JOSEPH LIGHT & POWER COMPANY
                      LONG-TERM STOCK INCENTIVE PLAN
                        FOR NON-EMPLOYEE DIRECTORS


I.  INTRODUCTION

1.1      Purposes.  The purposes of the Long-Term Stock
Incentive Plan for Non-Employee Directors (the "Plan") of
St. Joseph Light & Power Company (the "Company") are (i) to
align the interests of the Company's shareholders and the
non-employee directors of the Company ("Non-Employee
Directors") by increasing the proprietary interest of the
Non-Employee Directors in the Company's growth and success,
(ii) to advance the interests of the Company by attracting
and retaining well-qualified persons for service as Non-Employee
Directors and (iii) to motivate Non-Employee Directors to act in
the long-term best interests of the Company's shareholders.

1.2     Certain Definitions.

   "Agreement" shall mean the written agreement between
the Company and a Non-Employee Director evidencing a Stock
Option or Restricted Stock Award.

   "Annual Restricted Stock Awards" shall have the
meaning set forth in Section 3.1(a).

   "Board" shall mean the Board of Directors of the
Company.

   "Change in Control" shall have the meaning set forth
in Section 4.7(b).

   "Committee" shall mean the Compensation Committee of
the Board or any other committee designated by the Board to
administer the Plan.

   "Common Stock" shall mean the common stock, no par
value, of the Company.

   "Company" has the meaning specified in Section 1.1.

   "Corporate Transaction" shall have the meaning set
forth in Section 4.7(b)(3).

   "Disability" shall mean the inability of a Non-Employee
Director to perform substantially such Non-Employee Director's
duties and responsibilities for a continuous period of at least
six months, as determined solely by the Committee.

   "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.

   "Fair Market Value" shall mean the closing price of a
share of Common Stock as reported in the New York Stock
Exchange Composite Transactions on the date as of which
such value is being determined, or, if the Common Stock is
not listed on the New York Stock Exchange, the closing
price of a share of Common Stock on the principal national
stock exchange on which the Common Stock is traded on the
date as of which such value is being determined, or, if
there shall be no reported transaction for such date, on
the next preceding date for which a transaction was
reported; provided, however, that if Fair Market Value for
any date cannot be so determined, Fair Market Value shall
be determined by the Committee by whatever means or method
as the Committee, in the good faith exercise of its
discretion, shall at such time deem appropriate.

   "Incumbent Board" shall have the meaning set forth in
Section 4.7(b)(2).

   "Initial Restricted Stock Awards" shall have the
meaning set forth in Section 3.1(a).

   "Mature Shares" shall mean shares of Common Stock for
which the holder thereof has good title, free and clear of
all liens and encumbrances and which such holder either (i)
has held for at least six months or (ii) has purchased on
the open market.

   "Non-Employee Director" shall have the meaning set
forth in Section 1.1.

   "Outstanding Common Stock" shall have the meaning set
forth in Section 4.7(b)(1).

   "Person" shall have the meaning set forth in Section
4.7(b)(1).

   "Restricted Stock" shall mean shares of Common Stock
which are subject to a Restriction Period.

   "Restricted Stock Award" shall mean an award of
Restricted Stock under this Plan.

   "Restriction Period" shall mean, with respect to any
Restricted Stock Award, the period during which such
Restricted Stock Award may not be sold, transferred,
assigned, pledged, hypothecated or otherwise encumbered or
disposed of, except as provided in this Plan or the
Agreement relating to such Restricted Stock Award;
provided, however, that the holder of a Restricted Stock
Award may, with the written consent of the Board, tender
the shares of Common Stock subject to such Award for sale
or exchange in the event of any tender offer within the
meaning of Section 14(d) of the Exchange Act.

   "Stock Options" shall mean non-statutory options to
purchase shares of Common Stock granted in accordance with
Article II.

   "1996 Meeting" shall have the meaning set forth in
Section 2.1(a).

1.3     Administration.  This Plan shall be administered by
the Committee.  The Committee shall, subject to the terms
of this Plan, interpret this Plan and the application
thereof, establish rules and regulations it deems necessary
or desirable for the administration of this Plan.  All such
interpretations, rules and regulations shall be conclusive
and binding on all parties.  No member of the Committee
shall be liable for any action or determination made in
good faith with respect to this Plan or any Stock Option or
Restricted Stock Award.

   A majority of the Committee shall constitute a quorum.
The acts of the Committee shall be either (i) acts of a
majority of the members of the Committee present at any
meeting at which a quorum is present or (ii) acts approved
in writing by a majority of the members of the Committee
without a meeting.

1.4     Eligibility.  Only Non-Employee Directors shall be
eligible to participate in this Plan.

1.5     Shares Available.  Subject to adjustment as provided
in Section 4.6, 150,000 shares of Common Stock shall be
available under this Plan, reduced by the sum of the
aggregate number of shares of Common Stock (i) that are
issued upon the grant of a Restricted Stock Award and (ii)
which become subject to outstanding Stock Options.  To the
extent that shares of Common Stock subject to an outstanding
Restricted Stock Award or Stock Option are not issued or
delivered by reason of the expiration, termination, cancellation
or forfeiture of such Restricted Stock Award or Stock Option
or by reason of the delivery or withholding of shares of Common
Stock to pay all or a portion of the exercise price of such
Stock Option, then such shares of Common Stock shall again be
available under this Plan.

   Shares of Common Stock to be delivered under this Plan
shall be made available from authorized and unissued shares
of Common Stock, or issued shares of Common Stock
reacquired and held as treasury shares or otherwise or a
combination thereof.

1.6  Minimum Holdings.  The Board believes each director
should be a holder of Common Stock.  As a result, on the
date of the 1996 annual meeting of shareholders of the
Company (the "1996 Meeting"), the Board shall establish a
requirement of a minimum director stockholding.  The Board,
however, shall retain the authority to reduce or waive this
minimum requirement for any director due to an extraordinary
circumstance to be determined in the absolute discretion of
the Board.


II.  STOCK OPTIONS

2.1  Eligibility.  Each Non-Employee Director shall be
granted Stock Options as follows:

   (a)  Time of Grant.  On the date of the 1996 Meeting,
each person who is a Non-Employee Director immediately
after the 1996 Meeting shall be granted a Stock Option to
purchase 1,000 shares of Common Stock for each full year
such person has served as a Non-Employee Director through
the date of the 1996 Meeting at a purchase price per share
equal to the Fair Market Value of a share of Common Stock
on the date of grant of such Stock Option; provided,
however, that the maximum number of shares of Common Stock
subject to a Stock Option granted pursuant to this sentence
shall be 7,000.  In addition, on the date of the 1996
Meeting (or, if later, on the date on which a person is
first elected or begins to serve as a Non-Employee Director
other than by reason of termination of employment), and,
thereafter, on the date of each annual meeting of shareholders
of the Company, each person who is a Non-Employee Director
immediately after such meeting of shareholders shall be granted
a Stock Option to purchase 1,000 shares of Common Stock
(which amount shall be pro-rated if such Non-Employee Director
is first elected or begins to serve as a Non-Employee Director
on a date other than the date of an annual meeting of shareholders)
at a purchase price per share equal to the Fair Market Value of
a share of Common Stock on the date of grant of such Stock
Option.

   (b)  Option Period and Exercisability.  Each Stock
Option shall be fully exercisable on and after its date of
grant and shall expire ten years after its date of grant.
An exercisable Stock Option, or portion thereof, may be
exercised in whole or in part only with respect to whole
shares of Common Stock.

   (c)  Method of Exercise.  A Stock Option may be
exercised (i) by giving written notice to the Company
specifying the number of whole shares of Common Stock to be
purchased and accompanied by payment therefor in full (or
arrangement made for such payment to the Company's
satisfaction) either (A) in cash, (B) by delivery of Mature
Shares having a Fair Market Value, determined as of the
date of exercise, equal to the aggregate purchase price
payable by reason of such exercise, (C) by authorizing the
Company to withhold whole shares of Common Stock which
would otherwise be delivered upon exercise of the Stock
Option having a Fair Market Value, determined as of the
date of exercise, equal to the aggregate purchase price
payable by reason of such exercise, (D) in cash by a
broker-dealer acceptable to the Company to whom the
optionee has submitted an irrevocable notice of exercise or
(E) a combination of (A), (B) and (C), in each case to the
extent set forth in the Agreement relating to the Stock
Option and (ii) by executing such documents as the Company
may reasonably request.  The Committee shall have sole
discretion to disapprove of an election pursuant to any of
clauses (B)-(E) and the Company may require that the method
of making such payment be in compliance with Section 16
under the Exchange Act and the rules and regulations
thereunder.  Any fraction of a share of Common Stock which
would be required to pay such purchase price shall be
disregarded and the remaining amount due shall be paid in
cash by the optionee.  No certificate representing Common
Stock shall be delivered until the full purchase price
therefor has been paid.

2.2     Termination of Directorship.  (a)  Disability.  If the
holder of a Stock Option ceases to be a director of the
Company by reason of Disability, each Stock Option held by
such holder may thereafter be exercised by such holder (or
such holder's legal representative or similar person) until
and including the earliest to occur of the (i) date which
is three years after the effective date of such holder's
ceasing to be a director and (ii) the expiration date of
the term of such Stock Option.

   (b)  Death.  If the holder of a Stock Option ceases to
be a director of the Company by reason of death, each Stock
Option held by such holder may thereafter be exercised by
such holder's executor, administrator, legal
representative, beneficiary or similar person, as the case
may be, until and including the earliest to occur of the
(i) date which is one year after the date of death and (ii)
the expiration date of the term of such Stock Option.

   (c)  Other Termination.  If the holder of a Stock
Option ceases to be a director of the Company for any
reason other than Disability or death, each Stock Option
held by such holder may thereafter be exercised by such
holder (or such holder's legal representative or similar
person) until and including the earliest to occur of the
(i) date which is six months after the effective date of
such holder's ceasing to be a director and (ii) the
expiration date of the term of such Stock Option.

   (d)  Death Following Termination of Directorship.  If
the holder of a Stock Option dies during the period set
forth in Section 2.2(a) following such holder's ceasing to
be a director of the Company by reason of Disability, or if
such holder dies during the period set forth in Section
2.2(c) following such holder's ceasing to be a director of
the Company for any reason other than ceasing to be a
director of the Company by reason of Disability, each Stock
Option held by such holder may thereafter be exercised by
such holder's executor, administrator, legal representative,
beneficiary or similar person, as the case may be, until the
earliest to occur of the (i) date which is six months after
the date of death and (ii) the expiration date of the term of
such Stock Option.


III.  STOCK AWARDS

3.1  Eligibility.  Each Non-Employee Director shall be
granted Restricted Stock Awards as follows:

   (a)  Time of Grant.  On the date of the 1996 Meeting,
each person who is a Non-Employee Director immediately
after the 1996 Meeting shall be granted a Restricted Stock
Award for 500 shares of Common Stock (the "Initial
Restricted Stock Awards").  In addition, on the date of the
1996 Meeting (or, if later, on the date on which a person
is first elected or begins to serve as a Non-Employee
Director other than by reason of termination of
employment), and, thereafter, on the date of each annual
meeting of shareholders of the Company, each person who is
elected a director of the Company at such annual meeting
and who is also a Non-Employee Director shall be granted a
Restricted Stock Award for 500 shares of Common Stock
(which amount shall be pro-rated if such Non-Employee
Director is first elected or begins to serve as a Non-Employee
Director on a date other than the date of an
annual meeting of shareholders)("Annual Restricted Stock
Awards").

   (b)  Vesting.  Subject to Section 4.7, the Restriction
Period for each Initial Restricted Stock Award shall expire
on the first to occur of (i) the re-election to the Board
after the 1996 Meeting of the person who holds such Initial
Restricted Stock Award and (ii) 5:00 p.m. on the date that
the person who holds such Initial Restricted Stock Award
ceases to serve as a director of the Company for any
reason.  Subject to Section 4.7, the Restriction Period for
each Annual Restricted Stock Award shall expire on the
first to occur of (i) 5:00 p.m. on the third anniversary of
the date of grant of such Annual Restricted Stock Award and
(ii) 5:00 p.m. on the date that the person who holds such
Annual Restricted Stock Award ceases to serve as a director
of the Company for any reason.

3.2  Share Certificates.  During the Restriction Period, a
certificate or certificates representing a Restricted Stock
Award shall be registered in the holder's name and may bear
a legend, in addition to any legend which may be required
pursuant to Section 4.5, indicating that the ownership of
the shares of Common Stock represented by such certificate
is subject to the restrictions, terms and conditions of
this Plan and the Agreement relating to the Restricted
Stock Award.  All such certificates shall be deposited with
the Company.  Upon termination of any applicable
Restriction Period, a certificate or certificates
evidencing ownership of the requisite number of shares of
Common Stock shall be delivered to the holder of such
Restricted Stock Award.

3.3  Rights with Respect to Restricted Stock Awards.  The
holder of a Restricted Stock Award shall have all rights as
a shareholder of the Company, including, but not limited
to, voting rights, the right to receive dividends and the
right to participate in any capital adjustment applicable
to all holders of Common Stock; provided, however, that a
distribution with respect to shares of Common Stock, other
than a regular cash dividend, shall be deposited with the
Company and shall be subject to the same restrictions as
the shares of Common Stock with respect to which such
distribution was made.

3.4     Termination of Directorship.  (a)  Initial Restricted
Stock Awards.  In accordance with Section 3.1(b) and
subject to Section 4.7, if the holder of an Initial
Restricted Stock Award ceases to be a director of the
Company for any reason prior to such holder's re-election
to the Board after the 1996 Meeting, the Restriction Period
for such Award shall expire at 5:00 p.m. on the date that
such holder ceases to serve as a director of the Company.

   (b)  Annual Restricted Stock Awards.  In accordance
with Section 3.1(b) and subject to Section 4.7, if the
holder of an Annual Restricted Stock Award ceases to be a
director of the Company for any reason prior to 5:00 p.m.
on the third anniversary of the date of grant of such
Award, the Restriction Period for such Award shall expire
at 5:00 p.m. on the date that such holder ceases to serve
as a director of the Company.


IV.  GENERAL

4.1     Effective Date and Term of Plan.  This Plan shall be
submitted to the shareholders of the Company for approval
and, if approved by the affirmative vote of a majority of
the shares of Common Stock entitled to vote and represented
in person or by proxy at the 1996 Meeting, shall become
effective as of the date of approval by the Board.  This
Plan shall terminate when shares of Common Stock are no
longer available under this Plan, unless this Plan is
terminated earlier by the Board.  Termination of this Plan
shall not affect the terms or conditions of any Award
granted prior to termination.  In the event that this Plan
is not approved by the shareholders of the Company, this
Plan and any Awards hereunder shall be void and of no force
or effect.

4.2     Amendments.  The Board may amend this Plan as it shall
deem advisable, subject to any requirement of shareholder
approval required by applicable law, rule or regulation
including Rule 16b-3 under the Exchange Act; provided,
however, 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 4.6) or (b) reduce the
minimum purchase price in the case of a Stock Option;
provided further that, subject to Section 4.6, the number
of shares of Common Stock subject to an Award, the purchase
price of shares of Common Stock subject to a Stock Option,
the date of grant of any Award, the termination provisions
relating to an Award, and the category of persons eligible
to be granted an Award shall not be amended more than once
every six months, other than to comply with changes in the
Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or the
rules and regulations thereunder.  No amendment may impair
the rights of a holder of an outstanding Award without the
consent of such holder.

4.3     Agreement.  Each Award shall be evidenced by an
Agreement setting forth the terms and conditions applicable
to such Award.  No Award shall be valid until an Agreement
is executed by the Company and the recipient of such Award
and, upon execution by each party and delivery of the
Agreement to the Company, such Award shall be effective as
of the effective date set forth in the Agreement.

4.4     Non-Transferability of Stock Options.  No Stock Option
shall be transferable other than (i) by will, the laws of
descent and distribution or pursuant to beneficiary
designation procedures approved by the Company or (ii) as
otherwise permitted under Rule 16b-3 under the Exchange
Act.  Except to the extent permitted by the foregoing
sentence, each Stock Option may be exercised during the
holder's lifetime only by the holder or the holder's legal
representative or similar person.  Except to the extent
permitted by the second preceding sentence, no Stock Option
may be sold, transferred, assigned, pledged, hypothecated,
encumbered or otherwise disposed of (whether by operation
of law or otherwise) or be subject to execution, attachment
or similar process.  Upon any attempt to so sell, transfer,
assign, pledge, hypothecate, encumber or otherwise dispose
of any Stock Option, such Stock Option and all rights
thereunder shall immediately become null and void.

4.5     Restrictions on Shares.  Each 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, or 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 delivery of shares thereunder,
such shares shall not be delivered 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.  The Company may
require that certificates evidencing shares of Common Stock
delivered pursuant to any Award bear a legend indicating
that the sale, transfer or other disposition thereof by the
holder is prohibited except in compliance with the
Securities Act of 1933, as amended, and the rules and
regulations thereunder.

4.6  Adjustment.  In the event of any stock split, stock
dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares,
liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of
Common Stock other than a regular cash dividend, the number
and class of securities available under this Plan, the
number and class of securities subject to each outstanding
Award, the purchase price (if any) per security and the
number of securities subject to each Award to be granted
under this Plan, shall be appropriately adjusted by the
Committee, such adjustments to be made in the case of
outstanding Stock Options without an increase in the
aggregate purchase price.  The decision of the Committee
regarding any such adjustment shall be final, binding and
conclusive.  If any such adjustment would result in a
fractional security being (a) available under this Plan,
such fractional security shall be disregarded, or (b)
subject to an Award under this Plan, the Company shall pay
the holder of such Award, in connection with the first to
occur after such adjustment of (1) the exercise or vesting
of such Award in whole or in part and (2) the expiration,
cancellation, termination or forfeiture of such Award in
whole or in part, an amount in cash determined by
multiplying (i) the fraction of such security (rounded to
the nearest hundredth) by (ii) the excess, if any, of (A)
the Fair Market Value on the date of exercise, vesting,
expiration, cancellation, termination or forfeiture, as the
case may be, over (B) the exercise price, if any, of such
Award.

4.7     Change in Control.

   (a) Notwithstanding any provision in this Plan or any
Agreement, in the event of a Change in Control the
Restriction Period applicable to any outstanding Restricted
Stock Award shall lapse.

   (b)  "Change in Control" 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 Exchange
Act, of beneficial ownership within the meaning of Rule
13d-3 promulgated under the Exchange Act, of beneficial
ownership within the meaning of Rule 13d-3 promulgated
under the Exchange Act, of 20% or more of the then
outstanding shares of Common Stock (the "Outstanding Common
Stock"); provided that the following acquisitions shall not
constitute a Change in Control: (A) any acquisition
directly from the Company (excluding any acquisition
resulting from the exercise of an exercise, conversion or
exchange privilege unless the security being so exercised,
converted or exchanged was acquired directly from the
Company),  (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 or (D) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (3) of this
Section 4.7(b); 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% or
more of the Outstanding Common Stock by reason of an
acquisition by the Company, and such Person shall, after
such acquisition by the Company, become the beneficial
owner of any additional shares of the Outstanding Common
Stock and such beneficial ownership is publicly announced,
such additional beneficial ownership shall constitute a
Change in Control;

        (2)   individuals who, immediately after the 1996
Meeting 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 of the Company subsequent to the date of
the 1996 Meeting whose election, or nomination for election
by the Company's shareholders, was approved by the vote of
at least 66 2/3% of the directors then comprising the
Incumbent Board shall be deemed a member of the Incumbent
Board; and provided further, that no individual who was
initially elected as a director of the Company 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 not be deemed a member of
the Incumbent Board;

        (3)  approval by the shareholders of the Company
of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets
of the Company (a "Corporate Transaction"); excluding,
however, a Corporate Transaction pursuant to which (i) all
or substantially all of the individuals or entities who are
the beneficial owners, respectively, of the Outstanding
Common Stock immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly,
more than 60% of, respectively, the outstanding shares of
common stock, and the combined voting power of the
outstanding securities of such corporation entitled to vote
generally in the election of directors, as the case may be,
of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation
which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either
directly or indirectly) in substantially the same
proportions relative to each other as their ownership,
immediately prior to such Corporate Transaction, of the
Outstanding Company Common Stock, (ii) no Person (other
than:  the Company; any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company; the corporation
resulting from such Corporate Transaction; and any Person
which beneficially owned, immediately prior to such
Corporate Transaction, directly or indirectly, 20% or more
of the Outstanding Company Common Stock) will beneficially
own, directly or indirectly, 20% or more of, respectively,
the outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the combined
voting power of the outstanding securities of such
corporation entitled to vote generally in the election of
directors and (iii) individuals who were members of the
Incumbent Board will constitute at least a majority of the
members of the board of directors of the corporation
resulting from such Corporate Transaction; or

        (4)  approval by the shareholders of the Company
of a plan of complete liquidation or dissolution of the
Company.

4.8     No Right of Participation or Employment.  No person
shall have any right to participate in this Plan.  Neither
this Plan nor any Award shall confer upon any person any
right to continue to serve as a director of the Company.

4.9  Rights as Shareholder.  No person shall have any right
as a shareholder of the Company with respect to any shares
of Common Stock or other equity security of the Company
which is subject to an Award unless and until such person
becomes a shareholder of record with respect to such shares
of Common Stock or equity security.

4.10  Governing Law.  This Plan, each Award and the related
Agreement, and all determinations made and actions taken
pursuant thereto, to the extent not otherwise governed by
the laws of the United States, shall be governed by the
laws of the State of Missouri and construed in accordance
therewith without giving effect to principles of conflicts
of laws.

4.11  Effect on Other Benefits.  The value of any Awards
(either on the date granted or at the time any 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 of the Company.