EXHIBIT 10(d)

THE EMPIRE DISTRICT ELECTRIC COMPANY
CHANGE IN CONTROL SEVERANCE PAY PLAN

Table of Contents

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SECTION 1.  PURPOSE

The purpose of The Empire District Electric Company Change in Control Severance Pay Plan is to encourage Employees to make and continue careers with The Empire District Electric Company by providing eligible Employees with certain severance pay benefits upon such Employees’ Involuntary Termination or Voluntary Termination of employment following a Change in Control, as set forth herein and as evidenced by Agreements between the Company and such Employees.  Subject to the next sentence, this amended and restated plan shall not apply to any Employee who entered into an Agreement prior to September 3, 1999 unless the Company and the Employee agree in writing to its application; if the Company and the Employee do not so agree, the terms of the plan as in effect prior to September 3, 1999 shall continue to apply in the case of such Employee.  If an Employee entered into an Agreement prior to September 3, 1999, his employment terminated for any reason, and he is later rehired on or after September 3, 1999, his prior Agreement shall not apply to his service following such rehire and, if he is again designated to participate in the Plan, his participation in the Plan thereafter shall be governed by the terms of the Plan as in effect on the date on which he is so designated.

SECTION 2.  DEFINITIONS

When used herein the following terms shall have the following meanings:

2.1           “Agreement” means an Agreement entered into between the Company and an Employee to provide severance pay and other benefits hereunder.

2.2           “Board of Directors” means the Board of Directors of The Empire District Electric Company.

2.3           “Change in Control’ shall be deemed to have occurred if:

(a)  a merger or consolidation of the Company with any other corporation is consummated, other than a merger or consolidation which would result in the Voting Securities of the Company held by such shareholders outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by converting into Voting Securities of the surviving entity) more than 75 percent of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(b)  a sale, exchange or other disposition of all or substantially all the assets of the Company for the securities of another entity, cash or other property is consummated;

(c)  the shareholders of the Company approve a plan of liquidation or dissolution of the Company;

(d)  any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or other than a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of Voting Securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of Voting Securities of the Company representing at least 25 percent of the total voting power represented by the Voting Securities of the Company then outstanding; or

(e)  individuals who on January 1, 2001 constitute the Board of Directors of the Company and any new director whose election by the Board of Directors of the Company or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors on January 1, 2001 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

2.4           “Committee” means the Committee provided for in Section 5.

2.5           “Company” means The Empire District Electric Company and its successors and assigns.

2.6           “Employee” means any key employee of the Company or a subsidiary who is designated by the Board of Directors of the Company to participate in the Plan.

2.7           “Involuntary Termination” shall mean any termination of an Employee’s employment by the Company, or by one of its Subsidiaries, within two years after a Change in Control; provided, however, such term shall not include a termination by the Company or any of its Subsidiaries, for (i) serious, willful misconduct in respect of the Employee’s obligations to the Company or its Subsidiaries, which has caused demonstrable and serious injury to the Company or any of its Subsidiaries, monetary or otherwise, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; (ii) conviction of a felony, which has caused demonstrable and serious injury to the Company or any of its Subsidiaries, monetary or otherwise, as evidenced by binding and final judgment, order, or decree of a court of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal; or (iii) willful and continual failure of the Employee to substantially perform his duties for the Company or any of its Subsidiaries (other than resulting from the Employee’s incapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Employee specifying the manner in which the Employee has failed to substantially perform.

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

2.8           “Plan” means The Empire District Electric Company Change in Control Severance Pay Plan as set forth herein and amended from time to time.

2.9           “Subsidiary” means a “subsidiary corporation” as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”).

2.10         “Voluntary Termination” means any termination of an Employee’s employment, at the election of such Employee (other than a termination constituting an Involuntary Termination), provided such termination occurs during the period commencing on the first anniversary of the date of the Change in Control and ending on the last day of the calendar month in which falls the date which is eighteen months after the date of such Change in Control.

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2.11         “Voting Securities” means any securities of the Company which vote generally in the election of directors.

SECTION 3.  BENEFITS

3.1           In the event of the Involuntary Termination of any Employee who is a senior officer on the date on which the applicable Agreement is entered into (or amended), the Company shall pay such officer an amount equal to 36 months of Compensation.  For purposes of this Section 3.1, an Employee’s Compensation shall be one-twelfth of the sum of (i) the Employee’s annual base salary as in effect immediately prior to the date of Involuntary Termination (or, if greater, immediately prior to the date of the Change in Control) plus (ii) the average of the annual awards of incentive compensation made to the Employee in the form of cash or restricted stock (whether or not vested) under the Company’s Management Incentive Plan (or any successor plan) or as cash merit awards under any other incentive compensations plan, program or arrangement of the Company or any of its Subsidiaries in the three calendar years (or, if less, his entire period of service) immediately preceding the calendar year in which occurs his Involuntary Termination.  In determining the average referred to in (ii) of the preceding sentence, (i) cash awards shall be valued at the actual dollar amount of the cash payment made to the Employee and shall be allocated to the calendar year in which the payment is actually made (rather than the calendar year for which the payment is made), and (ii) restricted stock shall be valued at the value of the stock on the date the restricted stock is granted (as if it were fully vested on that date) and shall be allocated to the calendar year in which the restricted stock is granted (rather than the calendar year in which the restricted stock would vest).  In the case of an Employee entitled to the benefit described in this Section 3.1, the “Incremental Period” for purposes of this Plan shall be 36 months.

3.2           In the event of the Involuntary Termination of any Employee who is not a senior officer on the date on which the applicable Agreement is entered into (or amended), the Company shall pay such Employee an amount equal to the product of such Employee’s weekly base salary as in effect immediately prior to the date of Involuntary Termination (or if greater, immediately prior to the date of the Change in Control), multiplied by the greater of (i) 17 weeks or (ii) a number of weeks equal to two times the Employee’s number of full years of employment by the Company or a Subsidiary.  In the case of an Employee entitled to the benefit described in this Section 3.2, the “Incremental Period’ for purposes of this Plan shall be the number of weeks corresponding to the multiple applicable to such Employee pursuant to this Section 3.2.

3.3           Any payments pursuant to Sections 3.1 or 3.2 of this Plan shall be paid to the Employee in a lump sum within thirty (30) days following his Involuntary Termination; provided, however, that such payment shall be reduced by the amount paid to the Employee pursuant to any other severance pay policy of the Company and its Subsidiaries.

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3.4           In the event of a Voluntary Termination by an Employee, he shall be entitled to receive the amount otherwise determined pursuant to Section 3.1 or 3.2 hereof, as the case may be, and Section 3.3 hereof; provided, however, that such payments will not be made in a lump sum but rather will be paid in equal monthly installments for the period corresponding to the applicable multiple used in calculating the amount of the payment and commencing on the first day of the month following the date of such Voluntary Termination, and provided, further, that such payments will cease (even though the Employee has not received the full am