FORM OF AGREEMENT                                     Exhibit 10d


                      AMENDED AND RESTATED

                      EMPLOYMENT CONTRACT


     Employment Agreement dated as of January 17, 1986 as amended

and restated December 1, 1990, further amended effective December

1, 1993 and further amended and restated May 18, 1994, and hereby

further amended and restated in its entirety herein March 20,

1996, between <<name of executive>> of <<address of executive>> (the

"Executive"), and ST. JOSEPH LIGHT & POWER COMPANY, a Missouri corporation

(the "Company") with its principal office at 520 Francis Street, St. Joseph,

Missouri 64502.

     In consideration of the agreements and covenants contained

herein, the Executive and the Company hereby agree as follows:



                           ARTICLE I

                           EMPLOYMENT



     SECTION 1.01.  POSITION; TERM; RESPONSIBILITIES.  The

Company shall employ the Executive as its <<executive position>> for a term 

commencing on December 1, 1990 and ending on November 30, 1993, which term

shall continue for successive one-year periods thereafter unless (i)

the Company shall, at least two years and one hundred eighty days

prior to the end of any such period, deliver to the Executive a

written notice of its intention to terminate this Agreement at

the end of such period or (ii) the Executive shall, at least 60

days prior to the end of any such period, deliver to the Company

a written notice of his intention to terminate this Agreement at

the end of such period.  Notwithstanding the foregoing, the

Executive may terminate this Agreement upon not less than 60 days

prior written notice as of any date following the date on which

the Employee has both become eligible for early retirement under

the St. Joseph Light & Power Company Restated Pension Plan for

Non-Bargaining Employees (the "Salaried Plan") and has attained

age 62.  The period during which this Agreement shall be in

effect pursuant to the first sentence of this paragraph is

hereinafter referred to as the "Employment Period."  The

Executive shall be located at the Company's offices in St.

Joseph, Missouri, and shall not be required to render services to

the Company hereunder from any other location without his

consent.  The Executive shall report directly to the President

and Chief Executive Officer and shall have <<job responsibilities>>.

Notwithstanding the foregoing, the Chief Executive Officer may assign the 

Executive from time to time additional responsibilities of an executive

nature which may be of a type theretofore rendered by other

executive officers of the Company or which may be newly created

executive responsibilities determined by the Board of Directors,

which additional responsibilties shall be rendered on a direct

reporting basis to the Chief Executive Officer. Such additional

responsibilities may require a change in the Executive's

corporate title to better reflect the responsibilities to be

performed by him. The Executive agrees to be employed by the

Company in such capacities for the Employment Period, subject to

all the covenants and conditions hereinafter set forth.

                           ARTICLE II

                          COMPENSATION



     SECTION 2.01.  COMPENSATION.  As compensation for his

services hereunder, the Company shall pay to the Executive during

the Employment Period an annual salary (the "Annual Salary"),

payable in installments in accordance with the Company's normal

payment schedule for senior management of the Company.  The

Annual Salary as of February 1, 1996 shall be <<salary>>.  In no

event shall the Annual Salary be reduced during the Employment

Period.  The Board may, in its discretion, increase the Annual

Salary from time to time above the Annual Salary required by this

Section 2.01.  The increased salary then shall be the Annual

Salary and shall not be reduced during the Employment Period.

     SECTION 2.02.  INCAPACITY.  If at any time during the

Employment Period the Executive is unable to perform his duties

hereunder by reason of illness, accident or other disability (as

confirmed by competent medical evidence), during the first six

months of such incapacity he shall be entitled to receive the

compensation to which he would be entitled pursuant to Section

2.01 hereof, and during any remaining period of such incapacity,

he shall be entitled to receive 75% of such compensation.  If the

Executive shall recover and shall resume the performance of his

duties hereunder following any period of incapacity during the

term of this Agreement, the Executive shall be entitled to

receive the compensation to which he would be entitled pursuant

to Section 2.01 hereof.  Notwithstanding the foregoing provisions

of this Section 2.02, the amounts payable to the Executive under

this Section 2.02 shall be reduced by any amounts received by the

Executive for the same time periods with respect to any such

incapacity pursuant to any insurance policy, plan or other

employee benefit provided to the Executive by the Company at its

expense, and if any such policy, plan or benefit shall be

provided to the Executive at the expense of the Company and the

Executive, the amount of the reduction provided for in this

sentence shall be equitably determined by the Board on the basis

of the proportionate expense borne by the Company.  For purposes

of this Section 2.02, more than one occurrence of incapacity

during the Employment Period shall be treated as a single period

of incapacity regardless of any interruption in such incapacity,

except that a new and separate period of incapacity shall be

deemed to have commenced if (i) the illness, accident or other

disability giving rise to the latest occurrence of incapacity is

totally unrelated to any prior incapacity or (ii) notwithstanding

that the illness, accident or disability giving rise to the

latest occurrence of incapacity is related to any prior

incapacity, the Executive has performed his duties hereunder for

a continuous period of at least six months since the termination

of such prior incapacity.

     SECTION 2.03.  OTHER EMPLOYEE BENEFITS.  The Executive shall

be entitled to participate in all benefit plans maintained by the

Company on behalf of its senior executives, including, without

limiting the generality of the foregoing, the Company's Non-

Bargaining Plans for retirement, hospitalization and death

benefits, and similar or other plans in accordance with the terms

of such plans as from time to time in effect and applicable to

senior executives of the Company, and shall be entitled to

additional benefits, including vacations, holidays, sick leave

and leave of absence, in accordance with the Company's policies

with respect thereto for its senior executives as from time to

time in effect.  The Executive and the Company agree that, should

this Agreement be terminated by either party hereto for any

reason while the Executive is suffering from any incapacity as

contemplated by Section 2.02, the Executive shall be treated as

an employee of the Company during the duration of such incapacity

for purposes of receipt of benefits under the Company's long-term

disability plan.

                          ARTICLE III

                   TERMINATION OF EMPLOYMENT



     SECTION 3.01.  EVENT OF TERMINATION.  In the event that

during the Employment Period there should occur the "Serious

Misconduct" (as hereinafter defined) of the Executive, the

Company (acting by resolution adopted by a majority of the

directors then members of the Board) may elect to terminate the

rights and obligations of the parties hereunder by written notice

to the Executive.  "Serious Misconduct" shall mean embezzlement

or misappropriation of corporate funds, other acts of dishonesty,

significant activities harmful to the reputation of the Company,

willful refusal to perform the duties properly assigned to the

Executive pursuant to Article I hereof or significant violation

of any statutory or common law duty of loyalty to the Company.

Notwithstanding the foregoing, during the 3-year period beginning

on the date a "change of control of the Company" [as defined in

Section 3.04 D(1) below] occurs, the Company may not terminate

the rights and obligations of the parties hereunder without first

having obtained either a written admission of such Serious

Misconduct from the Executive or a final judicial determination

that the Executive committed such Serious Misconduct.

     SECTION 3.02.  DEATH.  In the event of the death of the

Executive during the Employment Period, his beneficiaries (who

shall be designated in a writing delivered by the Executive to

the Company) shall be entitled to receive any accrued and unpaid

compensation under Sections 2.01 and 2.02.

     SECTION 3.03.  WRONGFUL TERMINATION.  In the event that the

Company shall terminate this Agreement prior to the end of the

Employment Period for any reason other than as set forth in

Section 3.01, the Executive shall be entitled to receive,

immediately upon such termination in a single lump sum payment,

the aggregate amount of compensation to which he would be

entitled under Section 2.01 for the balance of the Employment

Period.  For all purposes of this Agreement, any substantial

diminution of the responsibilities of the Executive, the

assignment to the Executive of duties of the type not to be

performed by the Executive hereunder, any requirement that the

Executive perform any significant portion of his services at a

location outside St. Joseph, Missouri or any other breach of this

Agreement shall, at the Executive's option, be deemed to be a

termination of this Agreement by the Company for reasons other

than Serious Misconduct.

     SECTION 3.04.  CHANGE OF CONTROL.  Notwithstanding any other

provision of this Agreement to the contrary, should either (i)

the Company discharge, layoff or otherwise terminate the

Executive's employment with the Company whether with or without

the Executive's consent for any reason other than Serious

Misconduct pursuant to Section 3.01 hereof or (ii) the Employee

resign or otherwise terminate his employment with the Company

after the date which is 180 days after the date on which a change

of control of the Company occurs for any reason other than the

Executive's death, disability or retirement after becoming

eligible for early retirement benefits under the Salaried Plan

and attaining age 62, in either case of (i) or (ii) above within

three (3) years after a change of control of the Company, the

Company shall do the following:

          A.  LUMP SUM CASH PAYMENT:  On or before the
     Executive's last day of employment with the Company, or its
     subsidiaries, or as soon thereafter as possible, the Company
     shall pay to the Executive as compensation for services
     rendered, a lump sum cash amount (subject to the usual
     withholding taxes) equal to (1) three (3) times the sum of
     the Executive's Annual Salary at the rate in effect
     immediately prior to the change of control plus (2) an
     amount equal to the compensation (at the Executive's rate of
     Annual Salary in effect immediately prior to the change of
     control) payable for any period for which the Executive
     could have, immediately prior to the date of his termination
     of employment, been on vacation and received such
     compensation, determined under the Company's vacation pay
     plan or program covering the Executive immediately prior to
     the change of control.  If the time from the Executive's
     last day of employment with the Company to the Executive's
     65th birthday is less than 36 months, there shall be a
     proportionate reduction of the portion of said payment
     computed under clause (1) of the preceding sentence.

          B.  LIFE AND HEALTH INSURANCE; LONG-TERM DISABILITY
     COVERAGE.  The Executive's participation in, and entitlement
     to benefits under:  (1) the life insurance plan of the
     Company; (2) all the health insurance plan or plans of the
     Company or its subsidiaries, including but not limited to
     those providing major medical and hospitalization benefits,
     dental benefits and vision benefits; and (3) the Company's
     long-term disability plan or plans; as all such plans
     existed immediately prior to the change of control shall
     continue as though he remained employed by the Company or
     its subsidiaries for an additional period of three (3) years
     or until the date of his 65th birthday, whichever is
     earlier.  To the extent such participation or entitlement is
     not possible for any reason whatsoever, equivalent benefits
     shall be provided at the Company's cost.

          C.  EXCISE TAX-ADDITIONAL PAYMENT.  (1) Notwithstanding
     anything in this Agreement or any written or unwritten
     policy of the Company or its subsidiaries to the contrary,
     (a) if it shall be determined that any payment or
     distribution by the Company or its subsidiaries to or for
     the benefit of the Executive, whether paid or payable or
     distributed or distributable pursuant to the terms of this
     Agreement, any other agreement between the Company or its
     subsidiaries and the Executive or otherwise (a "Payment"),
     would be subject to the excise tax imposed by Section 4999
     of the Internal Revenue Code of 1986, as amended, (the
     "Code") or any interest or penalties with respect to such
     excise tax (such excise tax, together with any such interest
     and penalties, are hereinafter collectively referred to as
     the "Excise Tax"), or (b) if the Executive shall otherwise
     become obligated to pay the Excise Tax in respect of a
     Payment, then the Company shall pay to the Executive an
     additional payment (a "Gross-Up Payment") in an amount such
     that after payment by the Executive of all taxes (including
     any interest or penalties imposed with respect to such
     taxes), including any Excise Tax, imposed upon the Gross-Up
     Payment, the Executive retains an amount of the Gross-Up
     Payment equal to the Excise Tax imposed upon such Payment.

          (2)  All determinations and computations required to be
     made under this paragraph C, including whether a Gross-Up
     Payment is required under clause (a) of paragraph C(1)
     above, and the amount of any Gross-Up Payment, shall be made
     by the Company's regularly engaged independent certified
     public accountants (the "Accounting Firm").  The Company
     shall cause the Accounting Firm to provide detailed
     supporting calculations both to the Company and the
     Executive within 15 business days after such determination
     or computation is requested by the Executive.  Any initial
     Gross-Up Payment determined pursuant to this paragraph C(2)
     shall be paid by the Company or the subsidiary to the
     Executive within 5 days of the receipt of the Accounting
     Firm's determination.  A determination that no Excise Tax is
     payable by the Executive shall not be valid or binding
     unless accompanied by a written opinion of the Accounting
     Firm to the Executive that the Executive has substantial
     authority not to report any Excise Tax on his federal income
     tax return.  Any determination by the Accounting Firm shall
     be binding upon the Company, its subsidiaries and the
     Executive, except to the extent the Executive becomes
     obligated to pay an Excise Tax in respect of a Payment.  In
     the event that the Company or the subsidiary exhausts or
     waives its remedies pursuant to paragraph C(3) and the
     Executive thereafter shall become obligated to make a
     payment of any Excise Tax, and if the amount thereof shall
     exceed the amount, if any, of any Excise Tax computed by the
     Accounting Firm pursuant to this paragraph C(2) in respect
     to which an initial Gross-Up Payment was made to the
     Executive, the Accounting Firm shall within 15 days after
     Notice thereof determine the amount of such excess Excise
     Tax and the amount of the additional Gross-Up Payment to the
     Executive.  All expenses and fees of the Accounting Firm
     incurred by reason of this paragraph C(2) shall be paid by
     the Company.

          (3)  The Executive shall notify the Company in writing
     of any claim by the Internal Revenue Service that, if
     successful, would require the payment by the Company of a
     Gross-Up Payment.  Such notification shall be given as soon
     as practicable but no later than 10 business days after the
     Executive knows of such claim and shall apprise the Company
     of the nature of such claim and the date on which such claim
     is requested to be paid.  The Executive shall not pay such
     claim prior to the expiration of the 30-day period following
     the date on which it gives such notice to the Company (or
     such shorter period ending on the date that any payment of
     taxes with respect to such claim is due).  If the Company
     notifies the Executive in writing prior to the expiration of
     such period that it desires to contest such claim, the
     Executive shall:

               (a)  give the Company any information reasonably
          requested relating to such claim,

               (b)  take such action in connection with
          contesting such claim as the Company shall reasonably
          request in writing from time to time, including,
          without limitation, accepting legal representation with
          respect to such claim by an attorney reasonably
          selected by the Company,

               (c)  cooperate with the Company in good faith in
          order effectively to contest such claim,

               (d)  permit the Company to participate in any
          proceedings relating to such claim;

     PROVIDED, HOWEVER, that the Company shall bear and pay
     directly all costs and expenses (including additional
     interest and penalties) incurred in connection with such
     contest and shall indemnify and hold the Executive harmless,
     on an after-tax basis, for any Excise Tax or income tax,
     including interest and penalties with respect thereto,
     imposed as a result of such representation and payment of
     costs and expenses.  Without limitation on the foregoing
     provisions of this paragraph C, the Company shall control
     all proceedings taken in connection with such contest and,
     at its sole option, may pursue or forego any and all
     administrative appeals, proceedings, hearings and
     conferences with the taxing authority in respect of such
     claim and may, at its sole option, either direct the
     Executive to pay the tax claimed and sue for a refund or
     contest the claim in any permissible manner, and the
     Executive agrees to prosecute such contest to a
     determination before any administrative tribunal, in a court
     of initial jurisdiction and in one or more appellate courts,
     as the Company or the subsidiary shall determine; PROVIDED,
     HOWEVER, that if the Company or the subsidiary directs the
     Executive to pay such claim and sue for a refund, the
     Company or the subsidiary shall advance the amount of such
     payment to the Executive, on an interest-free basis and
     shall indemnify and hold the Executive harmless, on an after-
     tax basis, from any Excise Tax or income tax, including
     interest or penalties with respect thereto, imposed with
     respect to such advance or with respect to any imputed
     income with respect to such advance; and FURTHER PROVIDED,
     that any extension of the statute of limitations relating to
     payment of taxes for the taxable year of the Executive with
     respect to which such contested amount is claimed to be due
     is limited solely to such contested amount.  Furthermore,
     control of the contest by the Company or the subsidiary
     shall be limited to issues with respect to which a Gross-Up
     Payment would be payable hereunder and the Executive shall
     be entitled to settle or contest, as the case may be, any
     other issue raised by the Internal Revenue Service or any
     other taxing authority.

          (4)  If, after the receipt by the Executive of an
     amount advanced by the Company or the subsidiary pursuant to
     paragraph C(2), the Executive becomes entitled to receive
     any refund with respect to such claim, the Executive shall
     (subject to compliance with the requirements of this
     paragraph C by the Company) promptly pay to the Company or
     the subsidiary the amount of such refund (together with any
     interest paid or credited thereon after taxes applicable
     thereto).  If, after the receipt by the Executive of an
     amount advanced by the Company or the subsidiary pursuant to
     paragraph C(2), a determination is made that the Executive
     shall not be entitled to any refund with respect to such
     claim and the Company does not notify the Executive in
     writing of its intent to contest such denial or refund prior
     to the expiration of 30 days after such determination, then
     such advance shall be forgiven and shall not be required to
     be repaid and the amount of such advance shall off-set, to
     the extent thereof, the amount of Gross-Up Payment required
     to be paid.

          D.  DEFINITIONS.  (1)  CHANGE OF CONTROL.  For the
     purpose of this Agreement, a "change of control" of the
     Company shall be deemed to have taken place if:

          (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 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 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, 20 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 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.



          (2)  CERTAIN RESIGNATIONS TREATED AS TERMINATION BY THE
     COMPANY.  A resignation or other termination by the
     Executive of his employment with the Company (described in
     clause (ii) of the first sentence of this Section 3.04)
     during the 180 day period commencing on the date on which a
     change of control of the Company occurs shall be treated as
     termination of such employment by the Company for purposes
     of clause (i) of the first sentence of this Section 3.04 if
     such resignation or other termination of such employment is
     on account of:

               (i)  the assignment to the Executive of
          any duties inconsistent in any respect with
          the Executive's position (including status,
          offices, titles and reporting requirements),
          authority, duties or responsibilities as
          contemplated by Section 1.01 or any other
          action by the Company which results in a
          diminution in such position, authority,
          duties or responsibilities, excluding for
          this purpose an isolated, insubstantial and
          inadvertent action not taken in bad faith and
          which is remedied by the Company promptly
          after receipt of notice thereof given by the
          Executive;

               (ii)  any failure by the Company to
          comply with any of the provisions of Section
          2.01, other than an isolated, insubstantial
          and inadvertent failure not occurring in bad
          faith and which is remedied by the Company
          promptly after receipt of notice thereof
          given by the Executive;

               (iii)  the Company's requiring the
          Executive to be based at any office or
          location other than that described in Section
          1.01; or

               (iv)  any failure by the Company to
          comply with and satisfy Section 4.02.

     For purposes of this paragraph (D)(2), any good faith
     determination that any of the above described events have
     occurred made by the Executive shall be conclusive.

          E.   INDEMNIFICATION FOR ENFORCEMENT.  If litigation is
     brought to enforce or interpret any provision contained
     herein, the Company shall indemnify the Executive for his
     reasonable attorneys' fees and disbursements incurred in
     such litigation, and shall pay prejudgment interest on any
     money judgment obtained by the Executive calculated by using
     the prime interest rate as reported from time to time in the
     Wall Street Journal on the date or dates on which any
     payment or payments to the Executive should have been made
     hereunder.


                           ARTICLE IV

                         MISCELLANEOUS



     SECTION 4.01.  NOTICES.  Any notice or request required or

permitted to be given hereunder shall be sufficient if in writing

and delivered personally or sent by registered mail, return

receipt requested, to the addresses hereinabove set forth or to

any other address designated by either party by notice similarly

given.  Such notice shall be deemed to have been given upon the

personal delivery or such mailing thereof, as the case may be.

     SECTION 4.02.  ASSIGNMENT AND SUCCESSION.  This Contract

shall be binding upon and inure to the benefit of the parties

hereto and their respective successors, assigns, heirs and

legatees, provided, however, that (i) the Executive may not

assign his duties and obligations hereunder to any other person

and (ii) the Company may not assign its duties and obligations

hereunder except to another corporation in connection with a

merger or consolidation of the Company with, or a sale of

substantially all of the Company's assets to, such other

corporation, and the Company shall not enter into or be a party

to any such merger or consolidation with or sale of substantially

all of its assets to any other corporation unless such

corporation expressly assumes in writing the duties and

obligations of the Company under this Agreement.

     SECTION 4.03.  HEADINGS.  The Article, Section, paragraph

and subparagraph headings are for convenience of reference only

and shall not define or limit the provisions hereof.

     SECTION 4.04.  APPLICABLE LAW.  This Agreement shall at all

times be governed by and construed, interpreted and enforced in

accordance with the laws of the State of Missouri.

     SECTION 4.05.  ENTIRE AGREEMENT; AMENDMENT.  Except as

otherwise provided in Section 2.03 hereof, this Agreement shall

be deemed to supersede any previous agreement between the Company

and the Executive relating to the Employment of the Executive and

to contain the entire understanding and agreement of the parties

with respect to the subject matter hereof.  The Company's

obligation to make the payments provided and to otherwise perform

its obligations hereunder shall not be affected by any set-off,

counterclaim, recoupment, defense or other claim, right or action

which the Company may have against the Executive or others.  This

Agreement may not be amended, modified or supplemented except in

a writing signed by each of the parties hereto.

     

     SECTION 4.06.  SEVERABILITY.  In case one or more of the

provisions contained herein shall, for any reason, be held to be

invalid, illegal or unenforceable in any respect, such

invalidity, illegality or unenforceability shall not affect any

other provision of this Agreement or the remainder of such

provision or provisions, but such provision or provisions shall

be ineffective only to the extent of such invalidity, illegality

or unenforceability, without invalidating the remainder of such

provision or provisions or the remaining provisions of this

Agreement, and this Agreement shall be construed as if such

invalid, illegal or unenforceable provision or provisions had

never been contained herein, unless the deletion of such

provision or provisions would be unreasonable.



                           ARTICLE V

                   ADDITIONAL INDEMNIFICATION

     SECTION 5.01.  The Company and Executive hereby adopt the

Indemnification Agreement attached hereto and incorporated herein

as Exhibit I.

     IN WITNESS WHEREOF, the Company has caused this Agreement to

be signed in duplicate by its duly authorized officer and the

Executive has signed this Amended and Restated Employment

Contract in duplicate as of the 20th day of March, 1996.

                              ST. JOSEPH LIGHT & POWER COMPANY

                              By /s/ Terry F. Steinbecker
                                     Terry F. Steinbecker
                                     President
(SEAL)

ATTEST:

/s/ L.J. Stoll
    Larry J. Stoll
    Assistant Secretary



FORM OF AGREEMENT                                            Exhibit I


                   INDEMNIFICATION AGREEMENT


     THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as

of this 18th day of May, 1994 between ST. JOSEPH LIGHT & POWER

COMPANY, a Missouri corporation (the "Company"), and <<executive name>>

(the "Executive").

                            RECITALS

     A.   The Executive is an officer of the Company and in such

capacity is performing valuable services for the Company.

     B.   Article TENTH of the Restated Articles of Incorporation

of the Company (the "Articles") and the Bylaws of the Company

("Bylaws") provides for the indemnification of the officers,

Executives, agents and employees of the Company pursuant to the

provisions of Section 351.355 of the General and Business

Corporation Laws of Missouri (the "Indemnification Statute").

     C.   The Indemnification Statute provides, among other

provisions, that a corporation shall have the power, subject to

certain exceptions, to give any further indemnity to its

Executives and officers, including indemnification agreements,

provided such indemnity is authorized, directed and provided for

in such corporation's articles of incorporation.

     D.   ARTICLE VI, Section 6. of the Bylaws authorizes the

Company to enter into agreements with any Executive, officer,

employee or agent providing such rights of indemnification as the

Company deems appropriate up to the maximum extent permitted by

law.

     E.   The Company presently maintains one or more policies of

Executives and Officers Liability Insurance ("D&O Insurance"),

insuring against certain liabilities which the Company's

Executives and officers may incur as they perform services for

the Company.

     F.   The Company deems it appropriate to enter into

agreements with its Executives to provide them with greater

indemnification against the liabilities they incur in the

performance of services for the Company.



                             TERMS

     NOW, THEREFORE, in consideration of the Executive's

agreement to serve as a Executive of the Company, the parties

hereto agree as follows:

     1.   INDEMNITY OF EXECUTIVE.  The Company confirms its

commitment of indemnification and agrees to indemnify the

Executive and hold him harmless to the full extent authorized or

permitted by the provisions of the Indemnification Statute, or by

any amendment thereof, or by any other statutory provisions

authorizing or permitting such indemnification which may be

adopted after the date hereof.

     2.   MAINTENANCE OF INSURANCE.  The Company may, but shall

not be required to, continue or increase or otherwise revise the

terms to the benefit of the persons covered thereby all or any

part of the D&O Insurance it has in force and effect as of the

date hereof.  If the Company continues to maintain the D&O

Insurance, such insurance shall be primary, to the extent of the

coverage provided thereby, and the Company's agreement to provide

the indemnification set forth herein shall be effective only to

the extent that the Executive is not reimbursed pursuant to the

coverage maintained under the D&O Insurance or any comparable

insurance.  If the Company does not maintain such insurance, the

Company shall fully indemnify the Executive in accordance with

the provisions of Section 1 and Section 3 of this Agreement.

     3.   ADDITIONAL INDEMNITY.  Subject only to the exclusion

set forth in Section 4 hereof, the Company hereby agrees to

indemnify the Executive and hold him harmless from and against

any and all expenses (including attorneys' fees), judgments,

fines and amounts paid in settlement actually and reasonably

incurred by the Executive in connection with any threatened,

pending or completed action, suit or proceeding, whether civil,

criminal, administrative or investigative (including any action

by or in the right of the Company) to which the Executive is, was

or at any time becomes a party (other than a party plaintiff

suing on his own behalf or  derivatively on behalf of the

Company), or is threatened to be made a party (other than a party

plaintiff suing on his own behalf or derivatively on behalf of

the Company) by reason of the fact that the Executive is or was

at any time a Executive, officer, employee or agent of the

Company, or is or was serving or at any time serves at the

request of the Company as a Executive, officer, employee or agent

of another corporation, partnership, joint venture, trust or

other enterprise.

     4.   LIMITATION ON INDEMNITY.  Notwithstanding any other

provision of this Agreement to the contrary, the Company shall

not indemnify any Executive from or on account of such person's

conduct which is finally adjudged to have been knowingly

fraudulent or deliberately dishonest or to have constituted

willful misconduct.

     5.   CONTINUATION OF INDEMNITY.  All of the Company's

agreements and obligations contained herein shall continue (a)

during the period that the Executive is a Executive, officer,

employee or agent of the Company or is or was serving at the

request of the Company as a Executive, officer, employee or agent

of another corporation, partnership, joint venture, trust or

other enterprise, and (b) thereafter so long as the Executive

shall be subject to any possible claim or threatened, pending or

completed action, suit or proceeding, whether civil, criminal or

investigative, by reason of the fact that the Executive is or was

a Executive of the Company or serving in any other capacity

referred to herein.

     6.   NOTIFICATION AND DEFENSE OF CLAIM.  Promptly after the

Executive receives notice of the commencement of any action, suit

or proceeding, the Executive will, if a claim in respect thereof

is to be made against the Company under this Agreement, notify

the Company of the commencement thereof.  The failure to notify

the Company will relieve the Company from any liability hereunder

to the extent the Company can show prejudice as a result of such

failure, and will not relieve the Company from any liability

which it may have to the Executive otherwise than under this

Agreement.  With respect to any such action, suit or proceeding

as to which the Executive notifies the Company of the

commencement thereof:

          (a)  The Company will be entitled to participate

therein at its own expense; and,

          (b)  Except as otherwise provided below, to the extent

that it may wish, the Company (jointly with any other

indemnifying party similarly notified) will be entitled to assume

the defense thereof with counsel satisfactory to the Executive.

After the Company notifies the Executive of its election to

assume such defense, the Company will not be liable to the

Executive under this Agreement for any legal or other expenses

the Executive subsequently incurs in connection with the defense

thereof other than reasonable costs of investigation or as

otherwise provided below.  The Executive shall have the right to

employ his counsel in such action, suit or proceeding, provided

that the fees and expenses of such counsel incurred after the

Company has provided the Executive with notice that it is

assuming the defense shall be at the Executive's expense, unless

(i) the Company has authorized the Executive's employment of

counsel, (ii) the Executive shall have reasonably concluded that

there may be a conflict of interest between the Company and the

Executive in the conduct of the defense of such action, or (iii)

the Company shall not in fact have employed counsel to assume the

defense of such action, in each of which cases the fees and

expenses of such counsel shall be at the Company's expense.  The

Company shall not be entitled to assume the defense of any

action, suit or proceeding brought by or on behalf of the Company

or as to which the Executive shall have made the conclusion

provided for in (ii) above.

          (c)  The Company shall not be liable to indemnify the

Executive for any amounts paid in settlement of any action or

claim effected without the Company's written consent.  The

Executive agrees that he will not enter into any settlement

discussions or agreements with respect to any such action or

claim unless the Company, whether or not it is then a party to or

threatened with respect to such action or claim, shall be

discharged from any liability to which it may be subject in

connection with such action or claim as a part of such

settlement.  The Company shall not settle any action or claim in

any manner which would impose any penalty or limitation on the

Executive without the Executive's written consent.  Neither the

Company nor the Executive will unreasonably withhold his or its

consent to any proposed settlement.

     7.   REPAYMENT OF EXPENSES.  The Executive shall reimburse

the Company for all reasonable expenses the Company pays in

defending any civil or criminal action, suit or proceeding

against the Executive in the event and to the extent that it

shall be ultimately determined that the Executive is not entitled

to be indemnified by the Company for such expenses under the

provisions of the Indemnification Statute, the Articles and

Bylaws, this Agreement or otherwise.  Prior to such

determination, the Company shall make such advances as shall be

reasonably necessary to pay such expenses of the Executive,

provided the Company receives an undertaking from the Executive

to repay such advances in the event it is ultimately determined

that the Executive is not entitled to be indemnified therefor.

     8.   ENFORCEMENT.

          (a)  The Company expressly confirms and agrees that it

has entered into this Agreement and assumed the obligations

imposed hereby in order to induce the Executive to continue as a

Executive of the Company, and acknowledges that the Executive is

relying upon this Agreement in continuing in such capacity.

          (b)  In the event that the Executive is required to

bring any action to enforce any rights or to collect any money

due under this Agreement and is successful in such action, the

Company shall reimburse the Executive for all of the Executive's

reasonable fees and expenses in bringing and pursuing such

action.

     9.   SEPARABILITY.  Each provision of this Agreement is a

separate and distinct agreement, independent of the others.  If

any provision shall be held to be invalid or unenforceable for

any reason, such invalidity or unenforceability shall not affect

the validity or enforceability of any of the other provisions.

     10.  GOVERNING LAW; BINDING EFFECT; AMENDMENT AND

TERMINATION.

          (a)  This Agreement shall be interpreted and enforced

in accordance with the law of the State of Missouri, without

reference to its rules governing conflicts of laws.

          (b)  This Agreement shall be binding upon the Executive

and the Company and shall inure to the benefit of the Executive,

his heirs, personal representatives and assigns and to the

benefit of the Company, its successors and assigns; provided,

however, the Company may not assign its duties and obligations

hereunder except to another corporation in connection with a

merger or consolidation of the Company with, or a sale of

substantially all of the Company's assets to, such other

corporation, and the Company shall not enter into or be a party

to any such merger or consolidation with or sale of substantially

all of its assets to any other corporation unless such

corporation expressly assumes in writing the duties and

obligations of the Company under this Agreement.

          (c)  In the event that the Company shall make any

payment to or on behalf of the Executive under the terms of this

Agreement, whether in satisfaction of any judgment, payment in

settlement, reimbursement of expenses, or otherwise, the Company

shall succeed to, and have by way of subrogation, all of the

rights theretofore possessed by the Executive against any other

person, firm or corporation for or on account of the lawsuit,

claim or matter in respect of which the payment was made,

including, without limitation, full subrogation to any claim or

right the Executive had or may have had against any insurance

company providing D&O Insurance to the Company, its officers and

Executives.

          (d)  No amendment, modification, termination or

cancellation of this Agreement shall be effective unless in

writing signed by both parties hereto.