First Amendment to The Empire District Electric Company Employees' Disability Benefit Policy

EXHIBIT (10)(c)

FIRST AMENDMENT TO

THE EMPIRE DISTRICT ELECTRIC COMPANY

EMPLOYEES' DISABILITY BENEFIT POLICY

        WHEREAS, The Board of Directors of The Empire District Electric Company adopted an amended Employees' Disability Benefit Policy (the"Policy") at its meeting held on January 1, 1983; and

        WHEREAS, the Employer reserved the right to amend the Policy in Section 1.2; and

        WHEREAS, The Board of Directors desire to amend the Policy and give oversight of determining the eligibility of any Employee and the amount of disability benefits payable to such employee to the Retirement Committee of the Board of Directors;

        NOW THEREFORE, The Policy is hereby amended effective as of April 25, 2002 in the following manner:

2.

The first paragraph of Subsection 1.2 of the Policy is hereby amended to read as follows:

        The Board of Directors of Empire reserves the right to change, amend or terminate this Policy at any time, and its establishment and maintenance shall create no vested right in any Employee either before or after he becomes eligible for a disability benefit hereunder, and does not affect the tenure of employment of any Employee. The Retirement Committee of the Board of Directors shall have discretionary authority to interpret the provisions of this Policy and to determine the eligibility of any Employee and the amount of disability benefits payable to such Employee hereunder.

        IN WITNESS WHEREOF, the Employer has caused this First Amendment to The Empire District Electric Company Employees' Disability Benefit Policy to be executed by its duly authorized representative on this 25^th day of April 2002.

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EXHIBIT (10)(c)