Exhibit 10(n)  February 13,
2008  NameAddressDear
  
  :  The
Empire District Electric Company 2006
Stock Incentive Plan (the Plan)  Notice
of Non-Qualified Stock Option Award  This is to advise you that
effective as of January 30, 2008 (the Grant Date), The Empire District
Electric Company (the Company) has granted to you an option (Option) under
the Plan consisting of the right to purchase               
shares of Common Stock of the Company (Stock)
at an Option price of $21.915 per share, subject to the conditions and terms
herein stated and the applicable terms and conditions of the Plan (copy
attached).  This Option is
not intended to be, and will not be treated as, an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.  1.             Exercisability.  This Option shall vest and become exercisable
on the earlier of the third anniversary of the Grant Date or the date of a
Change in Control of the Company. 
Thereafter, this Option shall remain exercisable until the tenth
anniversary of the Grant Date unless sooner terminated pursuant to Section 2
below.  2.             Termination of Employment.  In the event of the termination of your
employment with the Company and its Subsidiaries by reason of your death,
Retirement, Disability, involuntary termination by the Company and its
Subsidiaries without Cause or voluntary termination by you with the consent of
the Committee, this Option, if not already exercisable, shall become
exercisable on the date determined pursuant to the first sentence of Section 1
above and shall remain exercisable until the tenth anniversary of the Grant
Date.  A termination of employment for
any of the reasons specified in the preceding sentence is hereinafter referred
to as a Designated Termination.  In the
event of the involuntary termination of your employment by the Company and its
Subsidiaries for Cause, this Option shall terminate immediately upon such
termination of employment.  In the event
of the voluntary termination of your employment by you without the consent of
the Committee, this Option shall terminate on the 30th day following such
termination of employment, and shall be exercisable prior to such termination
only to the extent it has become exercisable, or becomes exercisable during
that 30-day period pursuant to the first sentence of Section 1 above.  3.             Exercise. 
After this Option becomes exercisable pursuant to Section 1 above
and during the period that this Option remains exercisable pursuant to
Sections 1 and 2 above, this Option may be exercised in whole or in part
by filing a written notice with the Company. 
The exercise notice must specify the number of shares of Stock which you
elect to purchase and must be accompanied by payment of the Option price (including
any applicable withholding taxes) for such shares of Stock indicated by your
election.  Payment of the Option price
(and any applicable withholding taxes) shall be made in cash or shares of Stock
having a


Fair
Market Value (as defined in the Plan) on the date of the exercise of this
Option equal to the Option price payable under this Option or a combination of
cash and shares of Stock, and no shares of Stock shall be issued upon exercise
of this Option until full payment has been made therefore.  4.             Heirs and Successors.  This Award shall be binding upon, and inure
to the benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Companys assets and business.  If any of your rights or benefits
distributable to you under this Award have not been exercised or distributed,
respectively, at the time of your death, such rights shall be exercisable by
your Designated Beneficiary, and such benefits shall be distributed to your
Designated Beneficiary, in accordance with the provisions of this Award and the
Plan.  The Designated Beneficiary shall
be the beneficiary or beneficiaries designated by you in a writing filed with
the Committee in such form and at such time as the Committee shall
require.  If you are deceased and failed
to designate a beneficiary, or if the Designated Beneficiary does not survive
you, any rights that would have been exercisable by you and any benefits distributable
to you shall be exercised by or distributed to the legal representative of your
estate.  If you are deceased and have
designated a beneficiary and the Designated Beneficiary survives you but dies
before the Designated Beneficiarys exercise of all rights under this Award or
before the complete distribution of benefits to the Designated Beneficiary
under this Award, then any rights that would have been exercisable by the
Designated Beneficiary shall be exercised by the legal representative of the estate
of the Designated Beneficiary, and any benefits distributable to the Designated
Beneficiary shall be distributed to the legal representative of the estate of
the Designated Beneficiary.  5.             Administration.  The authority to manage and control the operation
and administration of this Award shall be vested in the Committee identified in
the Plan, and the Committee shall have all of the powers with respect to this
Award that it has with respect to the Plan. 
Any interpretation of this Award by the Committee and any decision made
by it with respect to this Award are final and binding on all persons.  6.             Amendment. 
This Award may be amended by written agreement between you and the
Company, without the consent of any other person.  7.             Nontransferability.  This Award shall not be transferable except
by will or the laws of descent and distribution or by beneficiary designation
in accordance with Section 5 above and shall be exercisable during your
lifetime only by you.  8.             Taxes. 
The Company shall be entitled to withhold the amount of any withholding
tax payable with respect to the Option and to sell such number of shares of
Stock as may be necessary to produce the amount so required to be withheld,
unless the recipient supplies to the Company cash in the amount requested by
the Company for the purpose.  9.             Employee and Shareholder Status.  This Award does not constitute a contract of
continued service and does not give you the right to be retained as an employee
of the Company or any of its Subsidiaries. 
This Award does not confer upon you or any other holder thereof any
right as a shareholder of the Company prior to the issuance of shares of Stock
pursuant to the exercise of the Option.


10.           Plan Governs.  Notwithstanding anything in this Award to the
contrary, the terms of this Award shall be subject to the terms of the Plan.  11.           Rules Relating to Termination of Employment. For purposes of this Award, the date of
termination of your employment shall be the first day occurring on or after the
Grant Date on which you are not employed by the Company or any Subsidiary,
regardless of the reason for the termination of employment; provided
that a termination of employment shall not be deemed to occur by reason of a
transfer of you between the Company and a Subsidiary or between two
Subsidiaries; and further provided that your employment shall not be considered
terminated while you are on a leave of absence from the Company or a Subsidiary
approved by your employer.  If, as a
result of a sale or other transaction, your employer ceases to be a Subsidiary
(and your employer is or becomes an entity that is separate from the Company),
and you are not, at the end of the 30-day period following the transaction,
employed by the Company or an entity that is then a Subsidiary, then, the
occurrence of such transaction shall be treated as the date of termination of
your employment caused by you being discharged by the employer.  12.           Definitions.  For purposes of this Award, the terms used in
this Award shall have the following meanings:  (i)Cause.A termination of employment for Cause means any termination of your
employment by the Company or any of its Subsidiaries for (i) serious,
willful misconduct in respect of your 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 a 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) your willful
and continual failure to substantially perform your duties for the Company or
any of its Subsidiaries (other than resulting from your 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 you specifying the manner in which you have failed to
substantially perform.  (ii)Change in Control.A Change
in Control of the Company shall mean a change in the ownership or effective
control of the Company, or in the ownership of a substantial portion of the
assets of the Company, within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended, and Treasury regulations and Internal Revenue
Service guidance thereunder.  (iii)Disability.Except as otherwise provided by the Committee, Disability means the
determination by the Committee, in its sole discretion, that a permanent and
total disability exists in accordance with uniform and non-discriminatory
standards adopted by the Committee from time to time.


(iv)Retirement.Retirement means your retirement on an Early Retirement Date or on
or after your Normal Retirement Date, as those terms are defined in The
Empire District Electric Company Employees Retirement Plan.  (v)Voting Securities.Voting Securities means any securities
which carry the right to vote generally in the election of directors.  (vi)Plan Definitions.Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Award.  Please acknowledge receipt of
this Notice of Award by signing and returning to the Secretary of the Company
the enclosed copy thereof, together with a completed and signed beneficiary
designation form.  Very
  truly yours,Chairman
  of the Plan CommitteeReceipt of the foregoing Notice of Non-QualifiedStock Option Award is hereby acknowledged.My signed beneficiary designation form is attached.NameDate