Exhibit 4(s)

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                                     FORM OF

                               GUARANTEE AGREEMENT

                                     between


                      THE EMPIRE DISTRICT ELECTRIC COMPANY

                                 (as Guarantor)

                                       and

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                  (as Trustee)

                                   dated as of

                                    [ ], 2001




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                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I.  DEFINITIONS .......................................................2

         Section 1.1.     Definitions..........................................2

ARTICLE II.  TRUST INDENTURE ACT...............................................5

         Section 2.1.     Trust Indenture Act; Application.....................5
         Section 2.2.     List of Holders......................................5
         Section 2.3.     Reports by the Guarantee Trustee.....................5
         Section 2.4.     Periodic Reports to the Guarantee Trustee............6
         Section 2.5.     Evidence of Compliance with Conditions Precedent.....6
         Section 2.6.     Events of Default; Waiver............................6
         Section 2.7.     Event of Default; Notice.............................6
         Section 2.8.     Conflicting Interests................................7

ARTICLE III.  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE...............7

         Section 3.1.     Powers and Duties of the Guarantee Trustee...........7
         Section 3.2.     Certain Rights of Guarantee Trustee..................8

ARTICLE IV.  GUARANTEE TRUSTEE................................................11

         Section 4.1.     Eligibility.........................................11
         Section 4.2.     Appointment, Removal and Resignation of the
                          Guarantee Trustee...................................11

ARTICLE V.  GUARANTEE ........................................................12

         Section 5.1.     Guarantee...........................................12
         Section 5.2.     Waiver of Notice and Demand.........................12
         Section 5.3.     Obligations Not Affected............................12
         Section 5.4.     Rights of Holders...................................13
         Section 5.5.     Guarantee of Payment................................14
         Section 5.6.     Subrogation.........................................14
         Section 5.7.     Independent Obligations.............................14

ARTICLE VI. COVENANTS AND SUBORDINATION.......................................14

         Section 6.1.     Subordination.......................................14
         Section 6.2.     Pari Passu Guarantees...............................15



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ARTICLE VII.  TERMINATION ....................................................15

         Section 7.1.     Termination.........................................15

ARTICLE VIII.  MISCELLANEOUS .................................................15

         Section 8.1.     Successors and Assigns..............................15
         Section 8.2.     Amendments..........................................15
         Section 8.3.     Notices.............................................16
         Section 8.4.     Benefit.............................................17
         Section 8.5.     Interpretation......................................17
         Section 8.6.     Governing Law.......................................18

SIGNATURES...................................................................S-1



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                               GUARANTEE AGREEMENT


     This GUARANTEE AGREEMENT, dated as of [ ], 2001, is executed and delivered
by THE EMPIRE DISTRICT ELECTRIC COMPANY, a Kansas corporation (the "Guarantor")
having its principal office at 602 Joplin Street, Joplin, Missouri 64801, and
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association
organized under the laws of the United States, as trustee (the "Guarantee
Trustee"), for the benefit of the Holders (as defined herein) from time to time
of the Preferred Securities (as defined herein) of Empire District Electric
Trust [ ], a Delaware statutory business trust (the "Issuer").

     WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust
Agreement"), dated as of [ ], 2001 among the Issuer trustees named therein, the
Guarantor, as Depositor, and the Holders from time to time of undivided
beneficial ownership interests in the assets of the Issuer, the Issuer is
issuing $[ ] aggregate liquidation preference of its [ ]% Trust Preferred
Securities (liquidation preference $[ ] per preferred security) (the "Preferred
Securities") and $[ ] aggregate liquidation preference of its common securities
(the "Common Securities" and, together with the Preferred Securities, the
"Securities") representing undivided beneficial ownership interests in the
assets of the Issuer and having the terms set forth in the Trust Agreement;

     WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities, will be used to purchase the Debentures (as defined in the
Trust Agreement) of the Guarantor which will be deposited with Wells Fargo Bank
Minnesota, National Association, as Property Trustee under the Trust Agreement,
as trust assets; and

     WHEREAS, as incentive for the Holders to purchase the Securities, the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth herein, to pay to the Holders of the Securities the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein.

     NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time of the Securities.




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                             ARTICLE I. DEFINITIONS


     Section 1.1. Definitions.

     As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of the
Guarantor shall not be deemed to include the Issuer. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

     "Event of Default" means a default by the Guarantor on any of its payment
or other obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 90 days after receipt of such notice.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Securities, to the extent not paid or made by
or on behalf of the Issuer; (i) any accumulated and unpaid Distributions (as
defined in the Trust Agreement) required to be paid on such Securities, to the
extent the Issuer shall have funds on hand available therefor at such time, (ii)
the redemption price, including all accumulated and unpaid Distributions to the
date of redemption (the "Redemption Price"), with respect to the Securities
called for redemption by the Issuer to the extent the Issuer shall have funds on
hand available therefor at such time, and (iii) upon a voluntary or involuntary
termination, winding-up or liquidation of the Issuer, unless Debentures are
distributed to the Holders, the lesser of (a) the aggregate of the liquidation
preference of $[ ] per Security plus accumulated and unpaid Distributions on the
Securities to the date of payment to the extent the Issuer shall have funds on
hand available to make such payment at such time and (b) the amount of assets of
the Issuer remaining available for distribution to Holders in liquidation of the
Issuer (in either case, the "Liquidation Distribution").

     "Guarantee Trustee" means Wells Fargo Bank Minnesota, National Association,
until a Successor Guarantee Trustee has been appointed and has accepted such
appoint-



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ment pursuant to the terms of this Guarantee Agreement and thereafter means each
such Successor Guarantee Trustee.

     "Holder" means any holder, as registered on the books and records of the
Issuer, of any Securities; provided, however, that in determining whether the
holders of the requisite percentage of Preferred Securities have given any
request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the
Guarantee Trustee.

     "Indebtedness" means, with respect to a Person, (i) the principal of and
premium, if any, and interest, if any, on, (A) indebtedness of such Person for
money borrowed and (B) indebtedness evidenced by securities, notes, debentures,
bonds or other similar instruments issued by such Person; (ii) all capital lease
obligations of such Person; (iii) all obligations of such Person issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of such Person and all obligations of such Person under any
conditional sale or title retention agreement (but excluding trade accounts
payable and accrued liabilities in the ordinary course of business); (iv) all
obligations, contingent or otherwise, of such Person in respect of any letters
of credit, banker's acceptance, security purchase facilities or similar credit
transactions; (v) all obligations in respect of interest rate swap, cap, floor,
collar or other agreements, interest rate future or option contracts, currency
swap agreements, currency future or option contracts and other similar
agreements; and (vi) all obligations of the type referred to in clauses (i)
through (v) of others for the payment of which such Person is responsible or
liable as obligor, guarantor or otherwise.

     "Indenture" means the Indenture, dated as of September 10, 1999, between
the Guarantor and Wells Fargo Bank Minnesota, National Association, as Indenture
Trustee, together with the Securities Resolution dated as [ ], 2001 relating to
the Debentures, each as amended or supplemented from time to time.

     "Junior Subordinated Indebtedness" means all Indebtedness of the Guarantor
subordinate and junior to Subordinated Indebtedness and Senior Indebtedness.

     "List of Holders" has the meaning specified in Section 2.2(a).

     "Majority in liquidation preference of the Preferred Securities" means,
except as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the liquidation preference of all
then outstanding Preferred Securities issued by the Issuer.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman or a Vice Chairman of the Board, the President, a Vice
President, the Treasurer or an Assistant Treasurer and by the Controller, the
Secretary or an Assistant Secretary of



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such Person, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:

          (a) a statement that each Officer signing the Officers' Certificate
     has read the covenant or condition and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by each Officer in rendering the Officers'
     Certificate;

          (c) a statement that each Officer has made such examination or
     investigation as, in such Officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

          (d) a statement as to whether, in the opinion of each Officer, such
     condition or covenant has been complied with.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Responsible Officer" means, with respect to the Guarantee Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust officer or any other officer of the Corporate
Trust Department of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

     "Senior Indebtedness" means all Indebtedness of the Guarantor, unless, in
the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are not superior in right of
payment to Subordinated Indebtedness or Junior Subordinated Indebtedness or to
other Indebtedness of the Guarantor which is pari passu with, or subordinated
to, Subordinated Indebtedness or Junior Subordinated Indebtedness.

     "Subordinated Indebtedness" means all Indebtedness of the Guarantor which
is subordinated and junior in right of payment to Senior Indebtedness, but does
not include Junior Subordinated Indebtedness.



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     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.


                         ARTICLE II. TRUST INDENTURE ACT


     Section 2.1. Trust Indenture Act; Application.

     (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.

     (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     Section 2.2. List of Holders.

     (a) The Guarantor shall furnish or cause to be furnished to the Guarantee
Trustee (a) semiannually, on or before [ ] and [ ] of each year, a list, in such
form as the Guarantee Trustee may reasonably require, of the names and addresses
of the Holders ("List of Holders") as of a date not more than 15 days prior to
the delivery thereof, and (b) at such other times as the Guarantee Trustee may
request in writing, within 30 days after the receipt by the Guarantor of any
such request, a List of Holders as of a date not more than 15 days prior to the
time such list is furnished, in each case to the extent such information is in
the possession or control of the Guarantor and is not identical to a previously
supplied list of Holders or has not otherwise been received by the Guarantee
Trustee in its capacity as such. The Guarantee Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

     (b) The Guarantee Trustee shall comply with its obligations under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     Section 2.3. Reports by the Guarantee Trustee.

     Not later than [ ] of each year, commencing [ ], 2001, the Guarantee
Trustee shall provide to the Holders such reports as are required by Section 313
of the Trust Indenture Act, if any, in the form and in the manner provided by
Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply
with the requirements of Section 313 (d) of the Trust Indenture Act.



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     Section 2.4. Periodic Reports to the Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee, the Commission and
the Holders such documents, reports and information, if any, as required by
Section 314 of the Trust Indenture Act and the compliance certificate required
by Section 314 of the Trust Indenture Act, in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

     Section 2.5. Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

     Section 2.6. Events of Default; Waiver.

     The Holders of a Majority in liquidation preference of the Preferred
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent therefrom.

     Section 2.7. Event of Default; Notice.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default known to the Guarantee Trustee, transmit by mail, first class
postage prepaid, to the Holders, notices of all such Events of Default unless
such defaults have been cured or waived before the giving of such notice;
provided, that, except in the case of a default in the payment of a Guarantee
Payment, the Guarantee Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of the Trust
Agreement shall have obtained written notice, of such Event of Default.



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     Section 2.8. Conflicting Interests.

     The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.


         ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE


     Section 3.1. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by
such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.

     (b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing or waiver of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     (d) No provision of this Guarantee Agreement shall be construed to relieve
the Guarantee Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

          (i) prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:



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               (A) the duties and obligations of the Guarantee Trustee shall be
          determined solely by the express provisions of this Guarantee
          Agreement, and the Guarantee Trustee shall not be liable except for
          the performance of such duties and obligations as are specifically set
          forth in this Guarantee Agreement; and

               (B) in the absence of bad faith on the part of the Guarantee
          Trustee, the Guarantee Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Guarantee
          Trustee and conforming to the requirements of this Guarantee
          Agreement; but in the case of any such certificates or opinions that
          by any provision hereof or of the Trust Indenture Act are specifically
          required to be furnished to the Guarantee Trustee, the Guarantee
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Guarantee Agreement;

          (ii) the Guarantee Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Guarantee
     Trustee, unless it shall be proved that the Guarantee Trustee was negligent
     in ascertaining the pertinent facts upon which such judgment was made;

          (iii) the Guarantee Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a Majority in liquidation
     preference of the Preferred Securities relating to the time, method and
     place of conducting any proceeding for any remedy available to the
     Guarantee Trustee, or exercising any trust or power conferred upon the
     Guarantee Trustee under this Guarantee Agreement; and

          (iv) no provision of this Guarantee Agreement shall require the
     Guarantee Trustee to expend or risk its own funds or otherwise incur
     personal financial liability in the performance of any of its duties or in
     the exercise of any of its rights or powers, if the Guarantee Trustee shall
     have reasonable grounds for believing that the repayment of such funds or
     liability is not reasonably assured to it under the terms of this Guarantee
     Agreement or adequate indemnity against such risk or liability is not
     reasonably assured to it.

     Section 3.2. Certain Rights of Guarantee Trustee.

          (a) Subject to the provisions of Section 3.1:

               (i) The Guarantee Trustee may rely and shall be fully protected
          in acting or refraining from acting upon any resolution, certificate,
          statement, instrument, opinion,



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          report, notice, request, direction, consent, order, bond, debenture,
          note, other evidence of indebtedness or other paper or document
          reasonably believed by it to be genuine and to have been signed, sent
          or presented by the proper party or parties.

               (ii) Any direction or act of the Guarantor contemplated by this
          Guarantee Agreement shall be sufficiently evidenced by an Officers'
          Certificate unless otherwise prescribed herein.

               (iii) Whenever, in the administration of this Guarantee
          Agreement, the Guarantee Trustee shall deem it desirable that a matter
          be proved or established before taking, suffering or omitting to take
          any action hereunder, the Guarantee Trustee (unless other evidence is
          herein specifically prescribed) may, in the absence of bad faith on
          its part, request and rely upon an Officers' Certificate which, upon
          receipt of such request from the Guarantee Trustee, shall be promptly
          delivered by the Guarantor.

               (iv) The Guarantee Trustee may consult with legal counsel, and
          the written advice or opinion of such legal counsel with respect to
          legal matters shall be full and complete authorization and protection
          in respect of any action taken, suffered or omitted to be taken by it
          hereunder in good faith and in accordance with such advice or opinion.
          Such legal counsel may be legal counsel to the Guarantor or any of its
          Affiliates and may be one of its employees. The Guarantee Trustee
          shall have the right at any time to seek instructions concerning the
          administration of this Guarantee Agreement from any court of competent
          jurisdiction.

               (v) The Guarantee Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Guarantee
          Agreement at the request or direction of any Holder, unless such
          Holder shall have provided to the Guarantee Trustee such adequate
          security and indemnity as would satisfy the Guarantee Trustee, against
          all costs, expenses (including attorneys' fees and expenses) and
          liabilities that might be incurred by it in complying with such
          request or direction, including such reasonable advances as may be
          requested by the Guarantee Trustee; provided that, nothing contained
          in this Section 3.2(a)(v) shall be taken to relieve the Guarantee
          Trustee, upon the occurrence of an Event of Default, of its obligation
          to exercise the rights and powers vested in it by this Guarantee
          Agreement.

               (vi) The Guarantee Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness or other paper or document, but the Guarantee Trustee, in
          its discretion, may make such further inquiry or investigation into
          such facts or matters as it may see fit.



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               (vii) The Guarantee Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through its agents or attorneys, and the Guarantee Trustee shall
          not be responsible for any misconduct or negligence on the part of any
          such agent or attorney appointed with due care by it hereunder.

               (viii) Any action taken by the Guarantee Trustee or its agents
          hereunder shall bind the Holders, and the signature of the Guarantee
          Trustee or its agents alone shall be sufficient and effective to
          perform such action. No third party shall be required to inquire as to
          the authority of the Guarantee Trustee to so act or as to its
          compliance with any of the terms and provisions of this Guarantee
          Agreement, both of which shall be conclusively evidenced by the
          Guarantee's or its agent's taking such action.

               (ix) Whenever in the administration of this Guarantee Agreement
          the Guarantee Trustee shall deem it desirable to receive instructions
          with respect to enforcing any remedy or right or taking any other
          action hereunder, the Guarantee Trustee (A) may request instructions
          from the Holders of a Majority in liquidation preference of the
          Preferred Securities, (B) may refrain from enforcing such remedy or
          right or taking such other action until such instructions are
          received, and (C) shall be protected in acting in accordance with such
          instructions.

     (b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

     Section 3.3. Indemnity.

     The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Guarantee Trustee, arising out of or in connection
with the acceptance or administration of this Guarantee Agreement, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Guarantee Trustee will not claim or exact any lien or charge on
any Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement. The provisions of this Section 3.3 shall survive the termination of
this Guarantee Agreement or the removal or resignation of the Guarantee Trustee.




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                          ARTICLE IV. GUARANTEE TRUSTEE


     Section 4.1. Eligibility.

          (a) There shall at all times be a Guarantee Trustee which shall:

               (i) not be an Affiliate of the Guarantor; and

               (ii) be a Person that is eligible pursuant to the Trust Indenture
          Act to act as such and has a combined capital and surplus of at least
          $50,000,000, and shall be a corporation meeting the requirements of
          Section 310(c) of the Trust Indenture Act. If such corporation
          publishes reports of condition at least annually, pursuant to law or
          to the requirements of the supervising or examining authority, then,
          for the purposes of this Section and to the extent permitted by the
          Trust Indenture Act, the combined capital and surplus of such
          corporation shall be deemed to be its combined capital and surplus as
          set forth in its most recent report of condition so published.

          (b) If at any time the Guarantee Trustee shall cease to be eligible to
     so act under Section 4.1(a), the Guarantee Trustee shall immediately resign
     in the manner and with the effect set out in Section 4.2(c).

          (c) If the Guarantee Trustee has or shall acquire any "conflicting
     interest" within the meaning of Section 310(b) of the Trust Indenture Act,
     the Guarantee Trustee and Guarantor shall in all respects comply with the
     provisions of Section 310(b) of the Trust Indenture Act.

     Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.

     (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.

     (b) The Guarantee Trustee shall not be removed until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the
Guarantor.

     (c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed



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and has accepted such appointment by instrument in writing executed by such
Successor Guarantee Trustee and delivered to the Guarantor and the resigning
Guarantee Trustee.

     (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.


                              ARTICLE V. GUARANTEE


     Section 5.1. Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

     Section 5.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of the Guarantee Agreement
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Guarantee Trustee,
Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

     Section 5.3. Obligations Not Affected.

     The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

          (a) the release or waiver, by operation of law or otherwise, of the
     performance or observance by the Issuer of any express or implied
     agreement, covenant, term or condition relating to the Securities to be
     performed or observed by the Issuer;

          (b) the extension of time for the payment by the Issuer of all or any
     portion of the Distributions (other than an extension of time for payment
     of Distributions that re-



                                      -12-
<PAGE>

     sults from the extension of any interest payment period on the Debentures
     as so provided in the Indenture), Redemption Price, Liquidation
     Distribution or any other sums payable under the terms of the Securities or
     the extension of time for the performance of any other obligation under,
     arising out of, or in connection with, the Securities;

          (c) any failure, omission, delay or lack of diligence on the part of
     the Holders to enforce, assert or exercise any right, privilege, power or
     remedy conferred on the Holders pursuant to the terms of the Securities, or
     any action on the part of the Issuer granting indulgence or extension of
     any kind;

          (d) the voluntary or involuntary liquidation, dissolution, sale of any
     collateral, receivership, insolvency, bankruptcy, assignment for the
     benefit of creditors, reorganization, arrangement, composition or
     readjustment of debt of, or other similar proceedings affecting, the Issuer
     or any of the assets of the Issuer;

          (e) any invalidity of, or defect or deficiency in, the Securities;

          (f) the settlement or compromise of any obligation guaranteed hereby
     or hereby incurred; or

          (g) any other circumstance whatsoever that might otherwise constitute
     a legal or equitable discharge or defense of a guarantor, it being the
     intent of this Section 5.3 that the obligations of the Guarantor hereunder
     shall be absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

     Section 5.4. Rights of Holders.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
liquidation preference of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) if the Guarantee Trustee fails to enforce this Guarantee
Agreement after a Holder has made a written request for the Guarantee Trustee to
do so, any Holder may, to the extent permitted by law, institute a legal
proceeding directly against the Guarantor to enforce its rights under this
Guarantee Agreement, without first instituting a legal proceeding against the
Guarantee Trustee, the Issuer or any other Person. Notwithstanding the
foregoing, if the Guarantor has failed



                                      -13-
<PAGE>

to make a Guarantee Payment, a Holder may directly institute a proceeding
against the Guarantor for enforcement of this Guarantee Agreement for such
payment. The Guarantor waives, any right or remedy to require that any action on
this Guarantee Agreement be brought first against the Issuer or any other Person
or entity before proceeding directly against the Guarantor.

     Section 5.5. Guarantee of Payment.

     This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon distribution of Debentures to Holders as provided in the
Trust Agreement.

     Section 5.6. Subrogation.

     The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement, if at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If
any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

     Section 5.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Securities and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 5.3 hereof.


                     ARTICLE VI. COVENANTS AND SUBORDINATION


     Section 6.1. Subordination.

     This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to all
Senior Indebtedness and Subordinated Indebtedness of the Guarantor (ii) pari
passu with the most senior preferred



                                      -14-
<PAGE>

stock now or hereafter issued or guaranteed by the Guarantor and (iii) senior to
all common stock of the Guarantor. If an Event of Default has occurred and is
continuing under the Trust Agreement, the rights of the Holders of the Common
Securities to receive Guarantee Payments hereunder shall be subordinated to the
rights of the Holders of Preferred Securities to receive Guarantee Payments
under this Guarantee.

     Section 6.2. Pari Passu Guarantees.

     This Guarantee Agreement shall rank pari passu with any similar Guarantee
Agreements issued by the Guarantor on behalf of the Holders of Preferred
Securities issued by Empire District Electric Trust [ ].


                            ARTICLE VII. TERMINATION


     Section 7.1. Termination.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Securities, (ii) the
distribution of Debentures to the Holders in exchange for all of the Securities
or (iii) full payment of the amounts payable in accordance with the Trust
Agreement upon liquidation of the Issuer. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be reinstated, as the
case may be, if at any time any Holder must restore payment of any sums paid
with respect to Preferred Securities or this Guarantee Agreement.


                           ARTICLE VIII. MISCELLANEOUS


     Section 8.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Securities then
outstanding. Except in connection with a consolidation, merger or sale involving
the Guarantor that is permitted under Article 5 of the Indenture and pursuant to
which the assignee agrees in writing to perform the Guarantor's obligations
hereunder, the Guarantor shall not assign its obligations hereunder.

     Section 8.2. Amendments.

     Except with respect to any changes which do not adversely affect the rights
of the Holders in any material respect (in which case no consent of the Holders
will be required),



                                      -15-
<PAGE>

this Guarantee Agreement may only be amended with the prior approval of the
Holders of not less than a Majority in liquidation preference of the Preferred
Securities. The provisions of Article VI of the Trust Agreement concerning
meetings of the Holders shall apply to the giving of such approval.

     Section 8.3. Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

          (a) if given to the Guarantee Trustee, at the Guarantee Trustee's
     mailing address set forth below (or such other address as the Guarantee
     Trustee may give notice of to the Guarantor and the Holders):

                  Wells Fargo Bank Minnesota, National Association
                  N9303-110
                  Sixth and Marquette
                  Minneapolis, Minnesota  55749
                  Facsimile No.:  (612) 667-9825
                  Attention:  Corporate Trust Department

          (b) if given to the Guarantor, to the address set forth below or such
     other address, facsimile number or to the attention of such other Person as
     the Guarantor may give notice to the Holders of the Preferred Securities:

                  The Empire District Electric Company
                  602 Joplin Street
                  Joplin, Missouri  64801
                  Facsimile No.:  (417) 625-5153
                  Attention: Chief Financial Officer

          (c) if given to the Issuer, in care of the Guarantee Trustee, at the
     Issuer's (and the Guarantee Trustee's) address set forth below or such
     other address as the Guarantee Trustee on behalf of the Issuer may give
     notice to the Holders:

                  Empire District Electric Trust [  ]
                  c/o The Empire District Electric Company
                  602 Joplin Street
                  Joplin, Missouri  64801
                  Facsimile No.:  (417) 625-5153
                  Attention: Chief Financial Officer



                                      -16-
<PAGE>

          with a copy to:

                  Wells Fargo Bank Minnesota, National Association
                  N9303-110
                  Sixth and Marquette
                  Minneapolis, Minnesota  55749
                  Facsimile No.:  (612) 667-9825
                  Attention:  Corporate Trust Department

          (d) if given to any Holder, at the address set forth on the books and
     records of the Issuer.

     All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     Section 8.4. Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Preferred Securities.

     Section 8.5. Interpretation.

     In this Guarantee Agreement, unless the context otherwise requires:

          (a) capitalized terms used in this Guarantee Agreement but not defined
     in the preamble hereto have the respective meanings assigned to them in
     Section 1.1;

          (b) a term defined anywhere in this Guarantee Agreement has the same
     meaning throughout;

          (c) all references to "the Guarantee Agreement" or "this Guarantee
     Agreement" are to this Guarantee Agreement as modified, supplemented or
     amended from time to time;

          (d) all references in this Guarantee Agreement to Articles and
     Sections are to Articles and Sections of this Guarantee Agreement unless
     otherwise specified;

          (e) a term defined in the Trust Indenture Act has the same meaning
     when used in this Guarantee Agreement unless otherwise defined in this
     Guarantee Agreement or unless the context otherwise requires;



                                      -17-
<PAGE>

          (f) a reference to the singular includes the plural and vice versa;
     and

          (g) the masculine, feminine or neuter genders used herein shall
     include the masculine, feminine and neuter genders.

     Section 8.6. Governing Law.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.




                                      -18-
<PAGE>



     THIS GUARANTEE AGREEMENT is executed as of the date first above written.

                           THE EMPIRE DISTRICT ELECTRIC COMPANY


                           By:
                                  ---------------------------------------------
                                  Name:
                                  Title:


                           WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                           as Guarantee Trustee


                           By:
                                  ---------------------------------------------
                                  Name:
                                  Title:


                                      S-1