Exhibit 10k
                                
               SJLP INC. OFFICERS' INCENTIVE PLAN

     The Board of Directors (the "Board') of SJLP Inc. (the
"Company") establishes this Officers' Incentive Plan (the
"Plan"), to encourage and reward the performance of its officers.
The plan is effective January 1, 1998 (the "Effective Date").

1. PARTICIPANTS. Each officer of the Company will be a
Participant in the Plan.

2. BONUS POOL. Each year the Company will establish a Bonus Pool
to be shared among the Participants for that spear as determined
by the Board of Directors as recommended by the Chief Executive
Officer. The Company will make contributions to the Bonus Pool
based upon the performance of the Company and its investments, as
follows:

a. For each entity or other venture (an 'Investment") in which
the Company acquires an interest during the prior year, the
Company will contribute three (3) percent of the amount, if any,
by which the actual earnings of the Investment for the twelve
(12) month period following the month of the Investment was
acquired exceeds the projected earnings of the Investment for
that period.

b. Each year, the Company will contribute ten (10) percent of the
amount by which the Company's net income for the prior year
exceeds the product of the Company's average common equity for
that year multiplied by St. Joseph Light & Power Company's latest
authorized return on equity for electric operations.

c. For each active investment of the Company (an "Active
Investment") sold during the year, the Company will contribute
five (5) percent of any gain from the sale.

   Contributions will be made with respect to Investments
acquired and Active Investments sold after the Effective Date.
The Board will approve, in its sole discretion, the method by
which (i) the actual and projected earnings of the Investment are
determined for purposes of subsection a., (ii) the Company's net
income and average common equity are determined for purposes of
subsection b., and (iii) any gain will be computed for purposes
of subsection c., and will determine whether or not an investment
is an Active Investment. Contributions to the Plan will be made
by bookkeeping entry only. No amounts will be held in trust or
otherwise set aside under the Plan for the benefit of
Participants. Amounts due under the Plan will be paid in cash
from the Company's general assets.

3. DISTRIBUTIONS. The total contributions to the Bonus Pool for
each year's performance will be distributed among the
Participants for that year as determined by the Board of
Directors after consideration of the President's recommendation.
The distribution will be made by March 31 of the following year.
The Board, by written resolution, may establish rules concerning
pro rata distributions to Participants who are not officers
during an entire year, and may require a Participant to be an
officer for a minimum period during the year to be eligible for
any distribution for that year.

4. CHANGE OF CONTROL. In the event of a Change of Control
(defined below) of the parent, St. Joseph Light & Power Company,
or the sale of 20% or more of the common stock of SJLP Inc.
("Sale of SJLP Inc."), the Bonus Pool shall be fully vested and
distributions made as soon as practicable but in no event later
than 90 days after the Change of Control or Sale of SJLP Inc. No
prorations shall apply. The Bonus Pool shall be distributed to
the Participants as follows: 40% for the President, 30% for the
Vice President-Finance and Assistant Secretary; 30% for the
General Counsel & Secretary. In regard to 2.c. above, a valuation
of each Investment shall be made using generally accepted
valuation methodologies which are chosen and calculated in the
light most favorable to the Participants. A sale of each
Investment shall then be assumed as of the date of the Change of
Control or Sale of SJLP Inc. and a contribution made in
accordance with the provisions of 2.c. above. Change of Control
shall be defined as in 6.8 (b) of the St. Joseph Light & Power
Company 1998 Long-Term Incentive Plan adopted by the shareholders
at the May 20, 1998 Annual Meeting of Shareholders.

5. PLAN ADMINISTRATION, INTERPRETATION AND AMENDMENT. The Board
has complete authority to administer and interpret the Plan. Its
interpretations shall be binding on the Company and on
Participants. The Board has authority to amend the Plan from time
to time or to terminate the Plan at any time. No amendment or
termination will eliminate or reduce contributions that
previously have been made to the Bonus Pool.