Exhibit 10(g)  SEVERANCE
PAY AGREEMENT  THIS AGREEMENT dated as of
____________, between THE EMPIRE DISTRICT ELECTRIC COMPANY (the Company), a
Kansas corporation, having its principal offices at 602 Joplin Street, Joplin,
Missouri, and ___________________, residing at _______________________, (the Executive),  WITNESSETH:  WHEREAS, the Company, by action
of its Board of Directors (the Board), has adopted The Empire District
Electric Company Change in Control Severance Pay Plan (the Plan), under which
the Company intends to enter into Severance Pay Agreements with certain key
executive officers of the Company or its Subsidiaries; and  WHEREAS, the Executive is
currently a duly elected and _____________________________ of The Empire
District Electric Company (herein referred to as the Employing Company), and
has been designated by the Board as a key executive selected to participate in
the Plan, and with whom the Company has been authorized by the Board to enter
into this Agreement; and  WHEREAS, the Board has deemed it
imperative that the Company be assured of continuity of management in the event
of any actual or threatened Change in Control of the Company; and  WHEREAS, the Company desires to
reward the Executive for the Executives valuable, dedicated service to the
Company and its Subsidiaries should the Executives service be terminated under
circumstances hereinafter described,  NOW, THEREFORE, to assure the
Company of the Executives continued dedication and the availability of the
Executives advice and counsel in the event of any such actual or threatened
change in control, to induce the Executive to remain in the Executives current
position, and to reward the Executive for the Executives valuable, dedicated
service to the Company and its Subsidiaries should the Executives service be
terminated under circumstances hereinafter described, and for other good and
valuable consideration, the receipt and adequacy of which each party acknowledges,
the Company and the Executive agree as follows:  1.             Term of Agreement.  This Agreement shall commence on the date
hereof and shall continue in effect through December 31, 2006; provided,
however, that commencing on January 1, 2007 and each January 1
thereafter, the term of this Agreement shall automatically be extended for one
additional year unless, not later than September 30 of the preceding year,
the Company shall have given notice that it does not wish to extend this
Agreement; and provided further that, if a Change in Control of the Company
shall have occurred during the original or extended term of this Agreement,
this Agreement shall continue in effect for a period of twenty-four (24) months
beyond the month in which such


Change
in Control occurred.  All capitalized
terms used herein shall have the same meaning, unless otherwise specified, as
found in the Plan.  2.             Termination Following a Change in Control of the
Company.  (a)           If a
Change in Control of the Company occurs during the term of this Agreement, the
Executive shall be entitled to (i) the benefits provided in Subsections
3(a)(i), (b) and (c) hereof upon the Executives subsequent Involuntary
Termination during the term of this Agreement, or (ii) the benefits
provided in Subsections 3(a)(ii), (b) and (c) upon the Executives
subsequent Voluntary Termination during the term of this Agreement.  (b)           If the
Executives employment shall be terminated following a Change in Control other
than pursuant to Section 2(a), the Employing Company shall pay the
Executive the Executives full base salary through the Date of Termination at
the rate in effect at the time Notice of Termination is given and shall provide
any benefits to which the Executive may be entitled under any other plan, programs
and arrangements of the Company or Employing Company and neither the Company
nor the Employing Company shall have any further obligations to the Executive
under this Agreement.  Such base salary
shall be paid in accordance with the Employing Companys normal payroll
practices.  (c)           Any
Involuntary Termination of the Executive by the Company or the Employing
Company, other than an Involuntary Termination at the election of the Executive
pursuant to the last paragraph of Section 2.7 of the Plan, shall be
communicated by written Notice of Termination by the Company or by the
Employing Company to the Executive.  Any
Voluntary Termination by the Executive, or Involuntary Termination at the
election of the Executive pursuant to the last paragraph of Section 2.7 of
the Plan, shall be communicated by written Notice of Termination by the
Executive to the Employing Company.  For
purposes of this Agreement, a Notice of Termination shall mean a notice
indicating the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances.  (d)           Date of
Termination means the date specified in the Notice of Termination, which shall
be not more than ninety (90) days after such Notice of Termination is given;
provided, that if within thirty (30) days after any Notice of Termination is
given the party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the Termination, the Date of Termination shall
be the Date on which the dispute is finally resolved.  3.             Compensation Upon Involuntary Termination or
Voluntary Termination.  (a)           If the
Executive shall incur an Involuntary Termination or Voluntary Termination,
then:  (i)            In the event of the Executives
Involuntary Termination, within thirty (30) days following the Executives Date
of Termination, the Company will pay, or cause the Employing Company to pay, to
the Executive as compensation for services rendered to the Company and its
Subsidiaries, a lump sum cash amount (subject to any applicable payroll or
other taxes required by law to be withheld). 
Such cash amount shall be equal to the Executives Compensation as
defined in Section 3.1 of the Plan, multiplied by 36;


provided, however, that such payment shall be reduced by
the amount paid to the Executive pursuant to any other severance pay policy of
the Company and its Subsidiaries.  The
number of months represented by such multiple shall be considered the Incremental
Period for purposes of this Agreement.  (ii)           In the event the Executive elects a
Voluntary Termination, within thirty (30) days following the Executives Date
of Termination, the Company will pay, or cause the Employing Company to pay, to
the Executive as compensation for services rendered to the Company and its
Subsidiaries, a lump sum cash amount (subject to any applicable payroll or
other taxes required by law to be withheld). Such cash amount shall be equal to
the Executives Compensation as defined in Section 3.1 of the Plan,
multiplied by 36; provided, however, that such payments shall be reduced by the
amount paid to the Executive pursuant to any other severance pay policy of the
Company and its Subsidiaries. 
Notwithstanding the foregoing, in the event the Executive receives a
lump sum payment pursuant to this Section 3(a)(ii) and becomes
otherwise employed before the end of the Incremental Period, including
self-employment in a trade of business in which personal services of the
Executive are a material income-producing factor, the Executive 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 Executive had received pursuant to this Section 3(a)(ii) multiplied
by a fraction (i) the numerator of which is the number of days during the
period beginning on the day on which the Executive 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.  (iii)          If any payment or benefit received by
or in respect of the Executive under the 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 Subsection (a)(iii) and
Appendix A of the Plan) (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 the Executive 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 Executive with respect to such Payment at the time specified in
Appendix A of the Plan an additional amount (the Gross-up Payment) such that
the net amount retained by the Executive 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 of the Plan.  (b)           Special
Retirement Benefits.  In addition to
any other benefits the Executive may be legally entitled by contract or
pursuant to any plan, program or arrangement, the Executive will be eligible to
receive Special Retirement Benefits as provided herein, on a monthly basis,
so that the total retirement benefit the Executive receives from the Company
and its Subsidiaries will equal the total retirement benefit the Executive
would have received under The Empire District Electric Company Employees
Retirement Plan (or any successor plan) (the Retirement Plan) and The Empire
District Electric


Company Supplemental Executive Retirement Plan (or any
successor plan) (the Supplemental Plan) if the Executive had continued in the
employ of the Company and its Subsidiaries for the period from the Executives
Termination through the end of the Incremental Period and the Executives age
were the age the Executive would have attained as of the last day of the
Incremental Period.  The benefits
specified in this Subsection (b) will include all ancillary benefits under
the Retirement Plan and Supplemental Plan, such as early retirement and
surviving spouse death benefit rights and benefits available at retirement.The amount payable to the Executive or the
Executives spouse hereunder shall equal the excess of:  (i)            the benefits
that would be paid to the Executive or the Executives spouse, if the
Incremental Period is added to the Executives credited service and age under
the Retirement Plan and Supplemental Plan, and the Executives earnings during
the Incremental Period are based upon the Executives earnings during the year
in which the Executives Termination occurs (excluding the cash payment
provided in Subsection (a)(i) or (ii)) or, if greater, the Executives
earnings at the rate in effect immediately prior to the date of the Change in
Control (on an annualized basis) over  (ii)           the
benefit that is payable to the Executive or the Executives spouse under the
Retirement Plan and Supplemental Plan.  The Special Retirement Benefits are to be provided on an
unfunded basis, are not intended to meet the qualification requirements of Section 401
of the Internal Revenue Code of 1986, as amended (the Code) and shall be
payable solely from the general assets of the Company.  Such benefits shall be payable in such manner
as may be elected by the Executive 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 Section 409A
of the Code.  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, the Executive 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.  (c)           Insurance
and Other Special Benefits.  The
Executives participation in the life, accident, medical and dental insurance
plans, programs and arrangements of the Company and its Subsidiaries provided
the Executive immediately prior to the date of the Change in Control, shall be
continued by the Company for the Incremental Period or until coverage is
available under a new employers plan providing coverage of the same type, if
earlier, and the Executive shall be considered a regular full-time employee of
the Employing Company during such period for the purposes of such life,
accident, medical and dental insurance plans, programs and arrangements, and
the Executive shall continue to be entitled to all benefits and service credit
for such plans, programs and arrangements (including meeting any age and
service requirements for post-retirement benefits if the Executive would have
met such requirements if the Executive had remained in employment with the
Employing Company for such period).  Such
coverage shall be no less in scope than that provided to


the Executive (and covered family members) at the time of
the Change in Control.  The Executive
shall be required to share the cost of any such coverage with the Employing
Company during such period of coverage by continuing to pay the same percentage
of the cost of such coverage that the Executive was required to pay at the time
of the Change in Control.  If, by reason
of the requirements for tax qualification or any other reason, any benefits or
service credits under the foregoing plans, programs and arrangements shall not
be payable or provided to the Executive or the Executives dependents under
such plans, programs and arrangements, the Company shall pay or provide for
payment of such benefits and service credit for such benefits to the Executive
or the Executives dependents, beneficiaries or estate.  With respect to the Executives participation
in the life, accident, medical and dental insurance plans, programs and
arrangements as described in this subsection (c), 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 Executives
right to reimbursement or benefits under any such plans, programs and arrangements
may not be subject to liquidation or exchange for another benefit.  (d)           The
obligations of the Company to pay benefits pursuant to this Section 3 upon
an Executives Involuntary or Voluntary Termination during the term of this
Agreement shall survive the expiration of the term of this Agreement.  4.             Litigation Expenses.  In the event of any litigation or other proceeding
between the Company and the Executive with respect to the subject matter of the
Plan and this Agreement and the enforcement of the Executives rights
there-under, the Company shall reimburse the Executive for all reasonable costs
and expenses relating to such litigation or other proceeding, including the
Executives reasonable attorneys fees and expenses.  The obligation of the Company under this Section 4
shall survive the Termination for any reason of this Agreement.  The obligation of the Company to reimburse
the Executive under this Section 4 shall remain in effectduring the term of this Agreement and for
a period of five years following the Termination for any reason of this
Agreementand
is subject to the following conditions:  (i) the
amount eligible for reimbursement under this Section 4 in one calendar
year may not affect the expenses eligible for reimbursement under this Section 4
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 Executives right to reimbursement
under this Section 4 may not be subject to liquidation or exchange for
another benefit.  5.             Payment Obligations.  The Companys (or Employing Companys)
obligation to pay (or cause to be paid to) the Executive the compensation and
to make the arrangements provided herein shall be absolute and unconditional
and shall not be affected by any circumstances, including, without limitation,
any setoff, counterclaim, recoupment, defense or other right which the Company
or any of its Subsidiaries may have against the Executive or anyone else.  All amounts payable by the Company or other
Employing Company hereunder shall be paid without notice or demand.  Each and every payment made


hereunder
by the Company or other Employing Company shall be final and neither the
Company nor any of its Subsidiaries will seek to recover all or any part of
such payment from the Executive or from whomsoever may be entitled thereto, for
any reason whatsoever.  The Executive
shall not be required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise.  6.             Agreement Binding on Successors.  The Company will 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 in form and substance satisfactory to the Executive, to
assume and agree to perform and cause to be performed this Agreement in the
same manner and to the same extent that the Company would be required to perform
and cause it to be performed if no such succession had taken place.  As used in this Agreement, the Company
shall mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which executes and delivers the agreement
provided for in this subsection or which otherwise becomes bound by all the
terms and provisions of this Agreement by operation of law.  7.             Effect of Death or Incapacity of Executive on
Agreement.  This Agreement shall
inure to the benefit of and be enforceable by the Executives personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If the Executive
should die while any amounts would still be payable to the Executive hereunder
if the Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to the Executives devisee, legatee or other designee or, if there be no such
designee, to the Executives estate.  8.             Notices. 
For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed as follows:  If to the Executive:   If to the Company (or the
Employing Company), addressed to:  The
Empire District Electric Company 602
Joplin Street Joplin,
Missouri 64801 Attention: Secretary  or to such other address as any
party may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon receipt.


9.             Miscellaneous. Nothing in this Agreement shall
give the Executive the right to be retained in the employment of the Employing
Company or affect the right of the Employing Company to dismiss the
Executive.  No provisions of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing, signed by the Executive and
such officer or officers as may be specifically designated by the Board of the
Company.  No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this
Agreement.  The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Missouri.  10.           Amendment. 
This Agreement may not be amended without the prior written consent of
the Company and the Executive.  11.           Validity. 
The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.  Any provision in this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective only to the extent of such prohibition or unenforceability without
invalidating or affecting the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.  12.           Prior Agreements Superseded.  This Agreement supersedes any Severance Pay Agreement
previously entered into between the Company and the Executive pursuant to the
Plan.  13.           Compliance with Code Section 409A.  Notwithstanding anything in this Agreement to
the contrary, (i) if the Executive 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 Executives separation from service (as defined below), the payment
of any benefit pursuant to Section 3(a)(i), 3(a)(ii) or 3(b) shall
be made no earlier than the date which is 6 months after the date of the
Executives separation from service (or, if earlier than the end of such
6-month period, the date of the Executives death), and (ii) the Executive
shall be deemed to have terminated from employment for purposes of this
Agreement if and only if the Executive 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(a)(i),
3(a)(ii) or 3(b) 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
Agreement shall be interpreted and operated consistently with the requirements
of Section 409A of the Code and the regulations thereunder (to the extent
applicable).


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above set forth.  THE
  EMPIRE DISTRICT ELECTRIC COMPANYon behalf of itself and the
  Employing Company, if
  any, specified aboveBy: