Exhibit 10(h)  THE
EMPIRE DISTRICT ELECTRIC COMPANY  SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN      (As
Amended and Restated Effective January 1, 2008)


TABLE OF CONTENTS  ARTICLE
  IEstablishment1.1Establishment and Purpose
  
  11.2Applicability
  
  1ARTICLE
  IIParticipation2.1Eligibility and
  Participation
  
  12.2Duration
  
  1ARTICLE
  IIIBenefit/Payment3.1Accrued Benefit
  
  23.2Time and Method of Payment
  
  3ARTICLE
  IVFunding4.1Funding
  
  3ARTICLE
  VAmendment, Administration5.1Amendment and Termination
  
  45.2Administration
  
  45.3Deduction of Taxes from
  Amounts Payable
  
  45.4Indemnification
  
  45.5Expenses
  
  4ARTICLE
  VIMiscellaneous6.1Interests not Transferable
  
  46.2Contract of Employment
  
  56.3Headings
  
  56.4Invalidity
  
  56.5Law Governing
  
  56.6Compliance with Code
  Section 409A
  
  5


THE EMPIRE DISTRICT ELECTRIC
COMPANY  SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
(Effective January 1, 1994)  ARTICLE I
Establishment  1.1Establishment and Purpose.The Empire District Electric Company (the
Company) hereby adopts The Empire District Electric Company Supplemental
Executive Retirement Plan (the Plan), effective January 1, 1994 (the Effective
Date). The purpose of the Plan is to provide each Participant in the Plan with
the benefits the Participant would have received under The Empire District
Electric Company Employees Retirement Plan, as amended, (Retirement Plan)
except for the limitations on compensation and benefits imposed by Sections
401(a)(17) and 415(b) and (e) of the Internal Revenue Code of 1986,
as amended (Code) or any successor thereto. 
The Company, with the approval of the Board of Directors of the Company,
adopts this Plan and is referred to hereinafter as Employer. The Plan is
intended to benefit a select group of management employees of the Employer.  1.2Applicability.The provisions of the Plan shall apply only to
a person who terminates employment with the Employer on or after the Effective
Date and shall not apply to any person not in the active employment of the
Employer on or after the Effective Date.  ARTICLE II
Participation  2.1Eligibility and
Participation.  Each
officer of the Company who is a participant in the Retirement Plan, whose accrued
benefit under the Retirement Plan is reduced by the limitation on compensation
imposed by Section 401(a)(17) of the Code or by the limitations on
benefits imposed by Section 415 of the Code or whose anticipated salary
for any year, as such term is defined in the Retirement Plan (without applying
the limitation under Section 401(a)(17) of the Code), exceeds $120,000
shall become a Participant in the Plan; provided that no person shall be or
become a Participant hereunder prior to January 1, 1994. (Each person who
becomes a Participant shall be referred to hereinafter as a Participant.)  2.2Duration.  Any person who became a Participant shall
continue to be a Participant as long as the participant is entitled to benefits
hereunder.  1


ARTICLE III
Benefit/Payment  3.1Accrued Benefit.  (a)If at any time
any benefit otherwise payable under the provisions of the Retirement Plan in
respect to a Participant, including any benefit payable with respect to the
Participants spouse or other beneficiary entitled thereto, shall be
reduced by reason of the limitations on maximum benefits under Section 415(b) and/or
Section 415(e) of the Code, and/or the limitation on the amount of
compensation of a Participant that may be considered under Section 401(a)(17)
of the Code, the Participant or the participants spouse or other beneficiary
shall be entitled to receive a retirement benefit, subject to the terms
and conditions of the Plan, equal to the excess,if any, of   (1)the amount of the benefit
under the Retirement Plan, calculated without regard to the limitations imposed
by Section 415 and 401(a)(17) of the Code; provided, however, amounts
deferred by a Participant under a Company-sponsored deferred compensation plan
shall be treated as compensation for purposes of this determination, but in no
event shall the compensation of a Participant for years prior to 1994 exceed
the Section 401(a)(17) limit in effect for those years and for 1994
compensation in excess of $242,280 shall not be considered, such amount shall
be increased each calendar year hereafter in accordance with the cost of living
adjustment factors issued each year by the Secretary of the Treasury, or the
Secretarys delegate, in the same manner as the adjustment described in Section 415(d) of
the Code. In the event such cost of living adjustment is not available, the
Company shall adopt an appropriate substitute index to measure increases in the
cost of living and the limit on the compensation to be considered shall be
adjusted in accordance with that index.  (2)the amount of the benefit
under the Retirement Plan as limited by Sections 401(a)(17) and 415 of the
Code.  (The benefit determined under this Section 3.1
shall be referred to hereinafter as the Accrued Benefit.)  (b)The Accrued
Benefit under the Plan shall be paid only if, and under the condition that, the
benefit under the Retirement Plan described in Subsection 3.1(a)(2) be and
is paid to the Participant, the participants surviving spouse, or other
beneficiary; no benefit shall be payable unless the Participant at the time
of  the participants termination of
employment or death has been credited with 5 years of vesting service under the
Retirement Plan, and the forfeiture, for any cause, including death, of the
benefit under the Retirement Plan as described in Subsection 3.1(a)(2) above
shall cause the forfeiture of the Accrued Benefit under the Plan.  2


3.2Time and Method of Payment.  Subject to Section 6.6, the Accrued
Benefit shall be paid in accordance with an election as to the time and form of
payment made by the Participant on or before the date on which the individual
first becomes a Participant in the Plan pursuant to procedures established by
the Company consistent with Section 409A of the Code; provided, however,
in the case of an individual who first became a Participant on or before December 31,
2007, the Accrued Benefit shall be paid in accordance with an election as to the
time and form of payment made on or before December 31, 2007 pursuant to
procedures established by the Company consistent with transition rules established
by the Internal Revenue Service under Section 409A of the Code.  The available options as to the form and time
of payment of the Accrued Benefit 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, a Participant may at any time
prior to the benefit commencement date elect to change the form of payment of
the Accrued Benefit 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.  ARTICLE IV
Funding  4.1Funding.  All benefits under this Plan shall be paid
directly from the general funds of the Employer, and no special or separate
fund shall be established and no other segregation of assets shall be made to
assure payment. No Participant, spouse, or beneficiary shall have any right,
title or interest whatever in or to any investments which Employer may make to
aid the Employer in meeting its obligation hereunder.  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, or a fiduciary relationship, between the Employer and any
Participant, spouse, or beneficiary of a Participant. To the extent that any
person acquires a right to receive payments from the Employer hereunder, such
rights shall be no greater than the right of an unsecured creditor of the
Employer. Notwithstanding the foregoing, the Company may at its sole discretion
establish a grantor type trust, commonly known as a Rabbi Trust, as a vehicle
for accumulating the assets needed to pay the promised benefit. In the event a
Rabbi Trust is established, such trust shall be funded in accordance with an
actuarial funding method and actuarial assumptions designed, in the reasonable
judgment of an actuary named by the Company, to replicate the funding policy
followed with respect to the Retirement Plan.  3


ARTICLE V
Amendment, Administration  5.1Amendment and Termination.  The Company intends the Plan to be permanent,
but reserves the right at any time to modify, amend, or terminate the Plan,
provided that the Company shall not cancel, reduce, or otherwise adversely
affect the amount of benefits of any Participant accrued as of the date of any
such modification, amendment, or termination, without the consent of the
Participant.  5.2Administration.  The Plan shall be administered by the Board of
Directors of the Company, which shall be authorized to interpret the Plan, to
adopt rules and practices concerning the administration of the Plan, to
resolve questions concerning the eligibility forth amount of the Accrued
Benefit, and to delegate all or any portion of its authority hereunder to a
committee of the Board of Directors or to designated officers or employees of
the Employer.  5.3Deduction of Taxes from
Amounts Payable.  The
Employer may deduct from the amount to be distributed under the Plan such
amount as the Employer, at its sole discretion, deems proper for the payment of
income, employment, death, succession, inheritance, or other taxes with respect
to benefits under the Plan.  5.4Indemnification.  The Employer shall indemnify and hold
harmless each employee, officer, or director of the Employer to whom is
delegated duties, responsibilities, and authority with respect to the Plan
against all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon the participant (including, but not
limited to, reasonable attorney fees) which arise as a result of  the participants actions or failure to act
in connection with the operation and administration of the Plan to the extent
lawfully allowable and to the extent that such claim, liability, fine, penalty,
or expense is not paid for by liability insurance purchased or paid for by the
Employer.  Notwithstanding the foregoing,
the Employer shall not indemnify any person for any such amount incurred
through any settlement or compromise of any action unless the Employer consents
in writing to such settlement or compromise.  5.5Expenses.  The expenses of administering the Plan shall
be paid by the Employer.  ARTICLE VI
Miscellaneous  6.1Interests not Transferable.  Benefits payable under this Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encum-brance, charge, garnishment, execution, or levy of any kind,
either voluntary or involuntary, including any such liability which is for
alimony or other payments for the support of a spouse or former spouse, or for
any other relative of a Participant prior to actually being received by the
person entitled to the benefit under the terms  4


of the Plan,
and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, or otherwise dispose of any right to benefits payable
hereunder shall be void. The Employer shall not in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements, or torts of any
person entitled to benefits hereunder. 
If any person shall attempt to, or shall alienate, sell, transfer,
assign, pledge, or otherwise encumber 
the participants benefits under this Plan, or if by reason of  the participants bankruptcy or other event
happening at any time, such benefit would devolve upon any other person or
would not be enjoyed by the person entitled thereto under the Plan, the Board
of Directors of the Company, in its discretion, may terminate the interest in
any such benefits of the person entitled thereof under the Plan and hold or
apply them to or for the benefit of such person entitled thereto under the Plan
or  the participants spouse, children,
or other dependents, or any of them in such manner as the Board of Directors of
the Company may deem proper.  6.2Contract of Employment.  Nothing contained herein shall be construed
to constitute a contract of employment between a Participant and the Employer.  6.3Headings.  The headings of Articles and Sections are
included solely for convenience of reference, and if there is any conflict
between such headings and the text of this Plan, the text shall control.  6.4Invalidity.  If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof and the Plan shall be construed and enforced as if
such provisions, to the extent invalid or unenforceable, had not been included.  6.5Law Governing.  The Plan shall be construed and enforced
according to the laws of Missouri other than its laws respecting choice of law.  6.6Compliance with Code Section 409A.  Notwithstanding anything in this Plan to the
contrary, (i) if a Participant is a specified employee (within the
meaning of Section 409A of the Code and the regulations thereunder and as
determined by the Company in accordance with said Section 409A) at the
time of the Participants separation from service (as defined below), the
payment of any benefit under this Plan shall be made no earlier than the date
which is 6 months after the date of the Participants separation from service
(or, if earlier than the end of such 6-month period, the date of the
Participants death), and (ii) the Participant shall be deemed to have
terminated from employment for purposes of this Plan if and only if the
Participant has experienced a separation from service within the meaning of
said Section 409A and the regulations thereunder.  To the extent any payment under this Plan 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 the Participants death, if
earlier).  The provisions of this Plan
shall be interpreted and operated consistently with the requirements of Section 409A
of the Code and the regulations thereunder.   5


IN WITNESS
WHEREOF, the Company has executed this Plan this 25th day of October 2007.  THE
  EMPIRE DISTRICT ELECTRIC COMPANYBy:
  /s/
  William L. GipsonTitle:
  President &
  CEO  ATTEST  By:
  /s/
  Janet S. WatsonTitle:
  Secretary-Treasurer   6