EX-24 2 power-hartley.htm
POWER OF ATTORNEY



For executing Forms 3, 4 and 5



Know all by these presents, that the undersigned hereby constitutes and

appoints each of Janet S. Watson, Laurie A. Delano and Gregory A. Knapp, signing

singly, his/her true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned Forms 3, 4 and 5, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules

thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form 3, 4, or 5, and the filing of such form with the United States Securities and Exchange

Commission, the New York Stock Exchange and any other authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve in

his/her discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform all and every act and thing whatsoever requisite,

necessary and proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as such attorney-in-fact

might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or

his/her substitute or substitutes, shall lawfully do or cause to be done by

virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned, are not

assuming any of the undersigned's responsibilities to comply with Section

16 of the Securities Exchange Act of 1934.



This Power of Attorney shall expire when I am no longer an officer or

director of The Empire District Electric Company.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 26th day of April 2006.





Signature:  /s/



Print Name:  Ross C. Hartley