Exhibit 10(f)  THE EMPIRE DISTRICT ELECTRIC COMPANY  CHANGE IN CONTROL SEVERANCE PAY PLAN      AS AMENDED AND RESTATED  EFFECTIVE JANUARY 1, 2008


THE
EMPIRE DISTRICT ELECTRIC COMPANY
CHANGE IN CONTROL SEVERANCE PAY PLAN  Table of Contents  Section
  
  
  
  Page1.
  
  PURPOSE
  
  12.
  
  DEFINITIONS
  
  13.
  
  BENEFITS
  
  44.
  
  PAYMENTS
  
  85.
  
  ADMINISTRATION
  OF THE PLAN
  
  96.
  
  LITIGATION
  EXPENSES
  
  107.
  
  AMENDMENT,
  SUSPENSION, OR TERMINATION OF THE PLAN
  
  108.
  
  MISCELLANEOUS
  
  11APPENDIX
  A
  
  12


SECTION 1.
PURPOSE  The purpose of The Empire District Electric Company
Change in Control Severance Pay Plan is to encourage Employees to make and
continue careers with The Empire District Electric Company by providing
eligible Employees with certain severance pay benefits upon such Employees
Involuntary Termination or Voluntary Termination of employment following a
Change in Control, as set forth herein and as evidenced by Agreements between
the Company and such Employees.  SECTION 2.
DEFINITIONS  When used herein the following
terms shall have the following meanings:  2.1           Agreement means an Agreement entered into between the
Company and an Employee to provide severance pay and other benefits hereunder.  2.2Board of Directors means the Board of Directors of The Empire District
Electric Company.  2.3Change in Control shall be deemed to have occurred if:  (a)  a merger or
consolidation of the Company with any other corporation is consummated, other
than a merger or consolidation which would result in the Voting Securities of
the Company held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting into
Voting Securities of the surviving entity) more than 75 percent of the Company
or such surviving entity outstanding immediately after such merger or consolidation;  (b)  a sale,
exchange or other disposition of all or substantially all the assets of the
Company for the securities of another entity, cash or other property is consummated;  (c)  the
shareholders of the Company approve a plan of liquidation or dissolution of the
Company;  (d)  any person
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or other than
a corporation owned directly or indirectly by the shareholders of the


Company in
substantially the same proportions as their ownership of Voting Securities of
the Company, is or becomes the beneficial owner (as defined in Rule 13d-3
under said Act), directly or indirectly, of Voting Securities of the Company
representing at least 25 percent of the total voting power represented by the
Voting Securities of the Company then outstanding; or  (e)  individuals
who on January 1, 2001 constitute the Board of Directors of the
Company and any new director whose election by the Board of Directors of the
Company or nomination for election by the Companys shareholders was approved
by a vote of at least two-thirds of the directors then still in office who
either were directors on January 1, 2001 or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof.  2.4           Committeemeans the Committee provided for
in Section 5.  2.5           Companymeans
The Empire District Electric Company and its successors and assigns.  2.6           Employeemeans any key employee of the
Company or a subsidiary who is designated by the Board of Directors of the
Company to participate in the Plan.  2.7           Involuntary Terminationshall mean any termination of an
Employees employment by the Company, or by one of its Subsidiaries, within two
years after a Change in Control; provided, however, such term shall not include
a termination by the Company or any of its Subsidiaries, for (i) serious,
willful misconduct in respect of the Employees obligations to the Company or
its Subsidiaries, which has caused demonstrable and serious injury to the Company
or any of its Subsidiaries, monetary or otherwise, as evidenced by a
determination in a binding and final judgment, order or decree of a court or
administrative agency of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal, in an action, suit or proceeding, whether civil,
criminal, administrative or investigative; (ii) conviction of a felony,
which has caused demonstrable and serious injury to the Company or any of its
Subsidiaries, monetary or otherwise, as evidenced by binding and final
judgment, order, or decree of a court of competent jurisdiction, in effect
after exhaustion or lapse of all rights of appeal; or (iii) willful and
continual failure of the Employee to substantially perform the Employees
duties for the Company or any of its Subsidiaries (other than resulting from
the Employees incapacity due to physical or mental illness) which failure
continued for a period of at least thirty (30) days after a written notice of
demand for substantial performance has been delivered to the Employee
specifying the manner in which the Employee has failed to substantially
perform.


In addition to a termination of employment as
described above, an Involuntary Termination of an Employee shall be deemed to
have occurred if the Employee terminates employment within two years after a
Change in Control and within 180 days after the occurrence of any of the
following:  (i) a material reduction
or material adverse change in, or a material change which is inconsistent with,
an Employees responsibilities, duties, authority, power, functions, title,
working conditions or status from those in effect immediately prior to the
Change in Control; or (ii) a reassignment to another geographic location
more than 50 miles from the Employees place of employment immediately prior to
the Change in Control; or (iii) a reduction in base salary or incentive
compensation, if any, from those in effect immediately prior to the Change in
Control; or (iv) a material reduction in any other benefits (including,
without limitation, pension and welfare benefits and benefits under any
employee stock purchase plan) from those in effect prior to the Change in
Control other than a reduction which applies generally to all other similarly
situated employees; or (v) a breach by the Company of its obligation under
Section 8.4.  For purposes of the
preceding sentence, a reduction in incentive compensation will be deemed to
have occurred if and only if either (i) the percentage of salary awarded
to the Employee as incentive compensation in the form of cash or restricted
stock (whether or not vested) under the Companys Management Incentive Plan (or
any successor plan) or as cash merit awards under any other incentive
compensation plan, program or arrangement of the Company or any of its
Subsidiaries for any calendar year is less than the average percentage of
salary so awarded for the three calendar years immediately preceding the
calendar year in which the Change in Control occurs, or (ii) the rate of
vesting of any such restricted stock awards is less rapid than the average rate
of vesting for such awards made for the three calendar years immediately
preceding the calendar year in which the Change in Control occurs.  In making the calculations required by the
preceding sentence, (i) cash awards shall be valued at the actual dollar
amount of the cash payment made to the Employee and shall be allocated to the
calendar year in which the payment is actually made (rather than the calendar
year for which the payment is made), and (ii) restricted stock shall be
valued at the value of the stock on the date the restricted stock is granted
(as it were fully vested on that date) and shall be allocated to the calendar
year in which the restricted stock is granted (rather than the calendar year in
which the restricted stock would vest).


2.8Plan means The Empire District Electric Company
Change in Control Severance Pay Plan as set forth herein and amended from time
to time.  2.9Subsidiary means a subsidiary corporation as
defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended (the Code).  2.10Voluntary Termination means any termination of an
Employees employment, at the election of such Employee (other than a
termination constituting an Involuntary Termination), provided such termination
occurs during the period commencing on the first anniversary of the date of the
Change in Control and ending on the last day of the calendar month in which
falls the date which is eighteen months after the date of such Change in
Control.  2.11Voting Securities means any securities of the
Company which vote generally in the election of directors.  SECTION 3.
BENEFITS  3.1In the
event of the Involuntary Termination of any Employee who is a senior officer on
the date on which the applicable Agreement is entered into (or amended), the
Company shall pay such officer an amount equal to 36 months of
Compensation.  For purposes of this Section 3.1,
an Employees Compensation shall be one-twelfth of the sum of (i) the
Employees annual base salary as in effect immediately prior to the date of
Involuntary Termination (or, if greater, immediately prior to the date of the
Change in Control) plus (ii) the average of the annual awards of incentive
compensation made to the Employee in the form of cash or restricted stock
(whether or not vested) under the Companys Management Incentive Plan (or any
successor plan) or as cash merit awards under any other incentive compensations
plan, program or arrangement of the Company or any of its Subsidiaries in the
three calendar years (or, if less, the Employees entire period of service)
immediately preceding the calendar year in which occurs the Employees
Involuntary Termination.  In determining
the average referred to in (ii) of the preceding sentence, (i) cash
awards shall be valued at the actual dollar amount of the cash payment made to
the Employee and shall be allocated to the calendar year in which the payment
is actually made (rather than the calendar year for which the payment is made),
and (ii) restricted stock shall be valued at the value of the stock on the
date the restricted stock is granted (as if it were fully vested on that date)
and shall be allocated to the calendar year in which the restricted stock is
granted (rather than the calendar year in which the restricted stock would
vest).  In the case of an Employee
entitled to the benefit described in this Section 3.1, the Incremental
Period for purposes of this Plan shall be 36 months.


3.2In the
event of the Involuntary Termination of any Employee who is not a senior
officer on the date on which the applicable Agreement is entered into (or
amended), the Company shall pay such Employee an amount equal to the product of
such Employees weekly base salary as in effect immediately prior to the date
of Involuntary Termination (or if greater, immediately prior to the date of the
Change in Control), multiplied by the greater of (i) 17 weeks or (ii) a
number of weeks equal to two times the Employees number of full years of
employment by the Company or a Subsidiary. 
In the case of an Employee entitled to the benefit described in this Section 3.2,
the Incremental Period for purposes of this Plan shall be the number of weeks
corresponding to the multiple applicable to such Employee pursuant to this Section 3.2.  3.3Any
payments pursuant to Sections 3.1 or 3.2 of this Plan shall be paid to the
Employee in a lump sum within thirty (30) days following the Employees
Involuntary Termination; provided, however, that such payment shall be reduced
by the amount paid to the Employee pursuant to any other severance pay policy
of the Company and its Subsidiaries.  3.4           In the event of a Voluntary
Termination by an Employee, the Employee shall be entitled to receive the
amount otherwise determined pursuant to Section 3.1 or 3.2 hereof, as the
case may be, in a lump sum within thirty (30) days following the Employees
Voluntary Termination; provided, however, that such payment shall be reduced by
the amount paid to the Employee pursuant to any other severance pay policy of
the Company and its Subsidiaries.  In the
case of an Employee entitled to payments described in this Section 3.4,
the Incremental Period for purposes of this Plan shall be (i) in the
case of an Employee who is a senior officer on the date on which the applicable
Agreement is entered into (or amended), 36 months, and (ii) in the case of
any other Employee, the greater of 17 weeks or a number of weeks equal to two
times the Employees number of full years of employment by the Company or a
Subsidiary. Notwithstanding the foregoing, in the event an Employee who
receives a lump sum payment pursuant to this Section 3.4 becomes otherwise
employed before the end of the Incremental Period, including self-employment in
a trade of business in which personal services of the Employee are a material
income-producing factor, the Employee shall, within thirty (30) days after
becoming so employed, notify the Secretary of the Company of such employment
and pay to the Company an amount equal to the lump sum payment the Employee had
received pursuant to this Section 3.4 multiplied by a fraction (i) the
numerator of which is the number of days during the period beginning on the day
on which the Employee becomes so employed and ending on the last day of the
Incremental Period and (ii) the denominator of which is the number of days
in the entire Incremental Period.


3.5           In the event that the employment of
an Employee who is a senior officer on the date on which the applicable
Agreement is entered into (or amended) terminates pursuant to Section 3.1
or 3.4 hereof, and such Employee is entitled to receive retirement benefits
under The Empire District Electric Company Employees Retirement Plan (or any
successor plan)(the Retirement Plan), the Employee shall also be entitled to
receive the difference between (i) the monthly retirement benefits the
Employee would have been entitled to receive under the terms of the Retirement
Plan and The Empire District Electric Company Supplemental Executive Retirement
Plan (or any successor plan)(the Supplemental Plan), as in effect on the day
on which the Employees employment terminates, if the Employee had accumulated
additional service equal to the Incremental Period applicable to such
Employee, received earnings during such Incremental Period at the rate in
effect during the year in which the Employees employment terminates or, if
greater, at the rate in effect immediately prior to the date of the Change in
Control (calculated on an annualized basis), and had attained the age such
Employee would have attained as of the last day of the Incremental Period and
(ii) the retirement benefits the Employee is entitled to receive under the
Retirement Plan and Supplemental Plan. 
The benefits payable pursuant to this Section 3.5 shall include all
ancillary benefits under the Retirement Plan and Supplemental Plan (such as
early retirement and surviving spouse death benefits and benefits available at
retirement), and shall be paid in such manner as may be elected by the Employee
before the Employees commencement of participation in this Plan (or, if
earlier, the Employees commencement of participation in the Supplemental Plan)
in accordance with procedures established by the Company consistent with Section 409A
of the Internal Revenue Code of 1986, as amended (or, in the case of an
Employee who became a participant in this Plan before January 1, 2008, in
such manner as may be elected by the Employee on or before December 31,
2007 in accordance with procedures established by the Company consistent with
transition rules established by the Internal Revenue Service under said Section 409A).  The available options as to the form and time
of payment of such benefits shall be the same as the payment options that are
available for the corresponding benefits under the Retirement Plan on the date
the election is made.  Notwithstanding
the foregoing, in accordance with regulations under Section 409A of the
Code, an Employee may at any time prior to the benefit commencement date elect
to change the form of payment of such benefits from one type of life annuity to
another actuarially equivalent type of life annuity which is an available
option at the time of the change and which has the same scheduled date of the
first annuity payment or to change the beneficiary.  Actuarial equivalency shall be determined in
accordance with the actuarial assumptions set forth in the Retirement Plan.


3.6During
the Incremental Period applicable to an Employee under Sections 3.1, 3.2 or 3.4
of this Plan or until coverage is available under a new employers plan
providing coverage of the same type, if earlier, the Employee shall continue to
be entitled to all benefits and service credit for benefits under medical,
dental, life and accident insurance plans, programs and arrangements of the
Company or its Subsidiaries as if the Employee had continued in the employment
of the Company or a Subsidiary as a regular full-time employee for purposes of
such medical, dental, life and accident insurance plans, programs and
arrangements (including meeting any age and service requirements for post
retirement benefits if the Employee would have met such requirements if the
Employee had remained in employment with the Company for such period).  Such coverage shall be no less in scope than
that provided to the covered Employee (and covered family members) under the
applicable plan, program or arrangement at the time of Change in Control.  The Employee shall be required to share the
cost of any such coverage with the Company during the Incremental Period by
continuing to pay the same percentage of the cost of such coverage that the
Employee was required to pay at the time of Change in Control.  With respect to an Employees participation
in the medical, dental, life, and accident insurance plans, programs and
arrangements as described in this Section 3.6, the following conditions
shall be met:  (i) the amount
eligible for reimbursement or payment under any such plan, program or
arrangement in one calendar year may not affect the amount eligible for
reimbursement or payment under such plan, program or arrangement in any other
calendar year (except that the Companys or Subsidiarys medical and dental
plans may impose a limit on the amount that may be reimbursed or paid), (ii) any
reimbursement must be made on or before the last day of the calendar year
following the calendar year in which the expense was incurred, and (iii) the
Employees right to reimbursement or benefits under any such plans, programs
and arrangements may not be subject to liquidation or exchange for another
benefit.  3.7If, by
reason of the requirements for tax qualification or any other reason, benefits
or service credits under any medical, dental, life or accident insurance plan,
program or arrangement shall not be payable or provided under any such plan,
program or arrangement to the Employee or the Employees dependents,
beneficiaries or estate despite the provisions of Section 3.6 above, the
Company itself shall, to the extent necessary, pay or provide for payment of
such benefits and service credit for such benefits to the Employee or the
Employees dependents, beneficiaries or estate.  3.8If any
payment or benefit received by or in respect of an Employee who is a senior
officer on the date on which the applicable Agreement is entered into (or
amended) which is provided under this Plan or any other plan, arrangement or
agreement with the Company or any of its Subsidiaries (determined without
regard to


any additional payments required under this Section 3.8 and
Appendix A) (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 similar
tax that may hereafter be imposed) or any interest or penalties are incurred by
such Employee with respect to such excise tax (such excise tax, together with
any such interest and penalties, being hereinafter collectively referred to as
the Excise Tax), the Company shall pay to the Employee with respect to such
Payment at the time specified in Appendix A an additional amount (the Gross-up
Payment) such that the net amount retained by the Employee from the Payment
and the Gross-up Payment, after reduction for any Excise Tax upon the Payment
and any Federal, state and local income and employment tax and Excise Tax upon
the Gross-up Payment, shall be equal to the Payment. The calculation and
payment of the Gross-up Payment shall be subject to the provisions of Appendix
A. The Gross-up Payment shall be made from the general assets of the Company.  SECTION 4. PAYMENTS  4.1           All payments pursuant to Sections 3.1
through 3.5 hereof shall be made from the general assets of the Company;
provided, however, that such payments shall be reduced by the amount of any
payments made to an Employee from any trust or special or separate fund
established by the Company to assure such payments.  The Company shall not be required to
establish a special or separate fund or other segregation of assets to assure
such payments, and, if the Company shall make any investments to aid it in
meeting its obligations hereunder, Employees shall have no right, title or
interest whatever in or to any such investments except as may otherwise be
expressly provided in a separate written instrument relating to such
investments.  Nothing contained in this
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind between the Company and any
Employees.  To the extent that any
Employee acquires a right to receive payments from the Company hereunder, such
right shall be no greater than the right of an unsecured creditor of the
Company.  4.2           If
the payment of any severance pay or other benefits hereunder to an Employee who
is not a senior officer on the date on which the applicable Agreement is
entered into (or amended), either alone or together with other payments which
such Employee has a right to receive from the Company and its Subsidiaries,
would constitute a parachute payment (as defined in Section 280G of the
Code), the payments to such Employee required by this Plan shall be reduced to
the largest amount as will result in no portion of the payment being subject to
the excise tax (the Excise Tax) imposed by Section 4999 of the Code; but
only if, by reason of such reduction, such Employees net after tax benefit
would exceed the net after tax benefit if such reduction were not made.  For purposes of this Section 4.2, net
after


tax benefit shall mean (i) the total of all payments and benefits
which an Employee receives or is entitled to receive from the Company or a
Subsidiary that would constitute a parachute payment within the meaning of Section 280G
of the Code, less (ii) the amount of federal income taxes payable with
respect to such payments calculated at the maximum marginal tax income rate for
each year in which such payments shall be made (based on the rate as set forth
in the Code as in effect at the time of the first payment), less (iii) the
amount of the Excise Tax imposed with respect to such payments and benefits. If
such a reduction is required, the determination of how that reduction is to be
accomplished shall be made by the Company, in a manner which the Company
believes in good faith to be in the best interest of the Employee.  4.3           The Company may deduct from any
payments hereunder any Federal, state or local withholding or other taxes or
charges which are required to be deducted under applicable laws.  SECTION 5. ADMINISTRATION
OF THE PLAN  5.1           The Compensation Committee of the
Board of Directors (the Committee) shall have general responsibility for the
administration and interpretation of the Plan.  5.2           The Committee may arrange for the
engagement of such legal counsel, who may be counsel for the Company, and make
use of such agents and clerical or other personnel as it shall require or may
deem advisable for purposes of the Plan. 
The Committee may rely upon the written opinions of such counsel, and
may delegate to any agent or to any sub-committee or member of the Committee
its authority to perform any act, including without limitation those matters
involving the exercise of discretion; provided, however, that such delegation
shall be subject to revocation at any time at the discretion of the Committee.  5.3           If any claim for benefits under the
Plan is wholly or partially denied, the Committee shall give written notice by
registered or certified mail of such denial to the claimant within 90 days
after receipt of the written claim by the Committee.  Notice must be written in a manner calculated
to be understood by the claimant, setting forth the specific reasons for such
denial, specific reference to pertinent Plan provisions on which the denial is
based, a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary, and an explanation of the Plans claim review
procedure.  The Committee shall also
advise the claimant that the Employee or the Employees duly authorized
representative may request a review by the Committee of the decision to deny
the claim by filing with the Committee, within 65 days after such notice has
been received by the claimant, a written request for such review.


The claimant may review pertinent documents and submit issues and
comments in writing within the same 65-day period. If such request is so filed,
such review shall be made by the Board within 60 days after receipt of such
request, unless special circumstances (including, but not limited to, a need to
hold a hearing) require an extension of time for processing, in which case a
decision shall be rendered not later than 120 days after receipt of the request
for review. The claimant shall be given written notice within such 60-day (or
120-day) period of the decision resulting from such review, which shall include
specific reasons for the decision, written in a manner calculated to be
understood by the claimant, and specific references to the pertinent Plan
provisions on which the decision was based.  SECTION 6.
LITIGATION EXPENSES  In the event of any litigation or other proceeding
between the Company and the Employee with respect to the subject matter of this
Plan and the enforcement of the Employees rights hereunder, the Company shall
reimburse the Employee for all of the Employees reasonable costs and expenses
relating to such litigation or other proceeding, including the Employees
reasonable attorneys fees and expenses. 
In no event shall the Employee be required to reimburse the Company for
any of the costs and expenses relating to such litigation or other
proceeding.  The obligation of the
Company under this section shall survive the termination for any reason of this
Plan.  The obligation of the Company to
reimburse an Employee under this Section 6 shall remain in effect during
the term of this Agreement and for a period of five years following the
Termination for any reason of this Agreement and is subject to the following
conditions:  (i) the amount eligible
for reimbursement under this Section 6 in one calendar year may not affect
the expenses eligible for reimbursement under this Section 6 in any other
calendar year, (ii) any reimbursement must be made on or before the last
day of the calendar year following the calendar year in which the expense was
incurred, and (iii) the Employees right to reimbursement under this Section 6
may not be subject to liquidation or exchange for another benefit.  SECTION 7. AMENDMENT,
SUSPENSION, OR TERMINATION OF THE PLAN  The Board of Directors shall have the power at any
time and from time to time to amend, suspend or terminate the Plan in whole or
in part at any time and for any reason, provided, however, that any such
amendment, suspension or termination may not adversely affect in any way the
rights of any Employee under any Agreement entered into prior to such
amendment, suspension or termination, without the Employees consent.


SECTION 8.
MISCELLANEOUS  8.1           Nothing contained in the Plan shall
give any Employee the right to be retained in the employment of the Company or
any of its affiliated or associated corporations or affect the right of any
such employer to dismiss any Employee.  8.2           If the Committee shall find that any
person to whom any amount is payable under the Plan is unable to care for his
or her affairs because of illness or accident, or is a minor, or has died, then
any payment due him or her or his or her estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee
so elects, be paid to his or her spouse, a child, a relative, an institution
maintaining or having custody of such person or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment.  Any such payment shall be a
complete discharge of the liability of the Plan therefor.  8.3           Except insofar as may otherwise be
required by law, no amount payable at any time under the Plan shall be subject
in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge or encumbrance of any kind or in any
manner be subject to the debts or liabilities of any person and any attempt so
to alienate or subject any such amount, whether at the time or thereafter
payable, shall be void.  If any person
shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach,
charge or otherwise encumber any amount payable under the Plan, or any part
thereof, or if by reason of his or her bankruptcy or other occurrence at any
time such amount would be made subject to the Employees debts or liabilities
or would otherwise not be enjoyed by him or her, then the Committee, if it so
elects, may direct that such amount be withheld and that the same amount or any
part thereof be paid or applied to or for the benefit of such person, in such
manner and proportion as the Committee may deem proper.  8.4           The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by express written agreement, to assume this Plan and any Agreements
between the Company and Employees pursuant to this Plan.  8.5           The captions preceding the sections
of the Plan have been inserted solely as a matter of convenience and do not in
any way define or limit the scope or intent of any provisions of the Plan.  8.6           The Plan and all rights thereunder
shall be governed by and construed in accordance with the laws of the State of
Missouri.


8.7           Notwithstanding
anything in this Plan to the contrary, (i) if an Employee is a specified
employee (within the meaning of Section 409A of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder and as determined by the
Company in accordance with said Section 409A) at the time of the Employees
separation from service (as defined below), the payment of any benefit pursuant
to Section 3.1, 3.2, 3.4, or 3.5 shall be made no earlier than the date
which is 6 months after the date of the Employees separation from service (or,
if earlier than the end of such 6-month period, the date of the Employees
death), and (ii) the Employee shall be deemed to have terminated from
employment for purposes of this Plan if and only if the Employee has
experienced a separation from service within the meaning of said Section 409A
and the regulations thereunder.  To the
extent any payment under Section 3.1, 3.2, 3.4, or 3.5 is subject to the
6-month delay, such payment shall be paid immediately after the end of such
6-month period (or the date of death, if earlier).  The provisions of this Plan shall be
interpreted and operated consistently with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder (to the extent applicable).  APPENDIX
A  Gross-up
Payments  The following provisions shall be applicable with
respect to the Gross-up Payments described in Section 3.8:  a.  For purposes of
determining whether any of the Payments will be subject to the Excise Tax and
the amount of such Excise Tax, (a) all of the Payments received or to be
received shall be treated as parachute payments within the meaning of Section 280G(b)(2) of
the Code, and all excess parachute payments within the meaning of Section 280G(b)(1) of
the Code shall be treated as subject to the Excise Tax unless, in the opinion
of tax counsel selected by the Company, the Payments (in whole or in part) do
not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of
the Code, or excess parachute payments (as determined after application of Section 280G(b)(4)(B) of
the Code), and (b) the value of any non-cash benefits or any deferred
payment or benefit shall be determined by independent auditors selected by the
Company in accordance with the principles of Sections 280G(d)(3) and (4) of
the Code.  For purposes of determining
the amount of the Gross-up Payment the Employee shall be deemed to pay Federal
income taxes at the highest marginal rate of Federal income taxation in the
calendar year in which the Gross-up Payment is to be made and state and local
income taxes at the highest marginal rate of taxation to which such payment
could be subject based upon the


state
and locality of the Employees residence or employment, net of the maximum
reduction in Federal income taxes which could be obtained from deduction of
such state and local taxes.  In addition,
for purposes of determining the amount of the Gross-up Payment, the Company
shall make a determination of the amount of employment taxes required to be
paid on the Gross-up Payment.  In the
event that the Excise Tax is subsequently determined to be less than the amount
taken into account hereunder at the time the Gross-up Payment is made, the
Employee shall repay to the Company, at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the Gross-up
Payment attributable to such reduction (plus the portion of the Gross-up
Payment attributable to the Excise Tax and Federal and state and local income
and employment tax imposed on the portion of the Gross-up Payment being repaid
by the Employee if such repayment results in a reduction in Excise Tax and/or a
Federal and state and local income or employment tax deduction), plus interest
on the amount of such repayment at the Federal short-term rate as defined in Section 1274(d)(1)(C)(i) of
the Code.  In the event that the Excise
Tax is determined to exceed the amount taken into account hereunder at the time
the Gross-up Payment is made (including by reason of any payments the existence
or amount of which cannot be determined at the time of the Gross-up Payment),
the Company shall make an additional gross-up payment in respect of such excess
(plus any interest, penalties or additions payable with respect to such excess)
at the time that the amount of such excess is finally determined.  Notwithstanding the foregoing, the Company
shall withhold from any payment due to the Employee the amount required by law
to be so withheld under Federal, state or local wage and employment tax withholding
requirements or otherwise (including without limitation Section 4999 of
the Code), and shall pay over to the appropriate government authorities the
amount so withheld.  b.  The Gross-up
Payment with respect to a Payment shall be paid not later than the thirtieth
day following the date of the Payment; provided, however, that if the amount of
such Gross-up Payment or portion thereof cannot be finally determined on or
before such day, the Company shall pay to the Employee on such date an
estimate, as determined in good faith by the Company, of the amount of such
payments and shall pay the remainder of such payments (together with interest
at the Federal short-term rate provided in Section 1274(d)(1)(C)(i) of
the Code) as soon as the amount thereof can be determined.  In the event that the amount of the estimated
payments exceeds the amount subsequently determined to have been due, such
excess shall constitute a loan by the Company to the Employee, payable on the
fifth day after demand by the Company (together with interest at the Federal
short-term rate provided in Section 1274(d)(1)(C)(i) of the
Code).  At the time that payments are
made under Section 3.8 and this Appendix A, the Company shall provide the
Employee with a written statement setting forth the manner in which such payments
were calculated and the basis for such calculations, including, without limitation,
any


opinions
or other advice the Company has received from outside counsel, auditors or
consultants (and any such opinions or advice which are in writing shall be
attached to the statement).  c.  Anything
in this Plan (including, without limitation, this Appendix A) to the contrary
notwithstanding, in no event shall any payment by the Company pursuant to this
Appendix A be made later than the end of the Employees taxable year next
following the Employees taxable year in which the Employee remits the related
taxes.