April 18, 2000

                                   BYLAWS OF

                      PUBLIC SERVICE COMPANY OF OKLAHOMA




                                   ARTICLE I

                              STOCK AND TRANSFERS


SECTION 1. Each holder of fully paid stock shall be entitled to a certificate or
certificates  of stock  stating the number of shares owned by such  stockholder.
All  certificates  of stock shall be signed by the President or a Vice President
and by the Secretary or an Assistant  Secretary and sealed with the seal,  which
may be facsimile,  of the Company and shall be countersigned by a Transfer Agent
appointed by the Board of Directors.  All  certificates of Preferred Stock shall
also be countersigned  and registered by a Registrar,  appointed by the Board of
Directors,  and  the  signatures  of the  President  or Vice  President  and the
Secretary or Assistant  Secretary upon all such  certificates of Preferred Stock
may be  facsimiles,  engraved or printed.  In case any officer who has signed or
whose  facsimile  signature  has been placed upon a  certificate  of stock shall
cease to be such officer before such certificate is issued, such certificate may
be issued by the Company  with the same effect as if such officer had not ceased
to be such at the date of its issue.

SECTION 2. The capital  stock of the Company shall be divided into such classes,
with such respective designations,  preferences and voting powers,  restrictions
or  qualifications  thereof,  as are or shall be from  time to time  stated  and
expressed  in the  Articles of  Incorporation  of the  Company,  and  amendments
thereto. No holder of shares of stock of any class of the Company shall have any
preemptive or  preferential  rights of subscription or purchase of any shares of
any class of stock of the Company, whether now or hereafter authorized,  and any
and all  shares of capital  stock of any class of the  Company,  whether  now or
hereafter  authorized,  may, in the  discretion  of the Board of  Directors,  be
offered  and  sold to the  holders  of any one or more  classes  of stock of the

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Company to the  exclusion  of any other class or  classes,  or may be issued and
disposed  of from  time to time in  such  manner  and to such  persons,  whether
stockholders or not, and for such corporate purposes as may be determined by the
Company's Board of Directors and without first being offered to stockholders.

SECTION  3.  Shares  of stock  shall be  transferable  only on the  books of the
Company,  and, except as hereinafter  provided, or as may be required by law, or
by order of court in a proper  proceeding,  shall be  transferred  only upon the
proper  assignment  and surrender of the  certificates  issued  therefor.  If an
outstanding  certificate of stock shall be lost, destroyed or stolen, the holder
thereof may have a new certificate upon producing evidence,  satisfactory to the
Board of Directors,  of such loss,  destruction or theft, and upon furnishing to
the Company a bond of indemnity, deemed sufficient by the Board of Directors, to
protect the Company against claims under the outstanding certificate.

SECTION 4. The Board of Directors  shall have power to fix a time, not exceeding
sixty days preceding the date of any meeting of stockholders,  or the date fixed
for the payment of any dividend or distribution or the date for the allotment of
rights or the date when any change or  conversion or exchange of shares shall be
made  or go  into  effect,  as a  record  date  for  the  determination  of  the
stockholders  entitled  to notice of and to vote at such  meeting or entitled to
receive payments of any such dividend,  distribution, or allotment of rights, or
to  exercise  rights in respect to any such  change,  conversion  or exchange of
shares, and in such case only registered stockholders on the date so fixed shall
be  entitled  to receive  notice of said  meeting or to receive  payment of such
dividend,  distribution,  or allotment of rights,  or to exercise such rights of
change,  conversion,  or exchange of shares, as the case may be, notwithstanding
any  transfer  of any shares on the books of the  Company  after any record date
fixed as aforesaid;  provided,  however,  that the stock  transfer  books of the
Company  may be  closed  by order of the  Board of  Directors  for a period  not
exceeding  sixty days for the purpose of holding a meeting of  stockholders,  or
paying a dividend,  or for any other legal  purpose,  as the Board of  Directors
shall deem advisable.

SECTION 5. If default  shall be made in the prompt  payment  when due of any sum
payable to the Company upon any  subscription  for stock of the Company,  and if
such default  shall  continue for a period of thirty days,  then all right under

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the subscription in and to the stock  subscribed for shall,  upon the expiration
of such period,  cease and determine and become and be forfeited to the Company;
provided that if at the  expiration of such  thirty-day  period such right shall
belong to the estate of the decedent,  it may be forfeited only by resolution of
the Board of Directors  declaring  forfeiture.  The Company shall, within thirty
days  after  such  forfeiture,  cause such stock to be sold at private or public
sale,  at its  market  value  at the  time of sale,  and  shall,  out of the net
proceeds  of sale and  upon  surrender  of any  outstanding  stock  subscription
receipt issued to evidence the subscription,  pay to the recorded holder of such
receipt  the  amount  paid on the  subscription  prior to  forfeiture,  less the
amount, if any, by which the total  subscription price of the stock exceeded the
net proceeds of sale.



                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS


SECTION 1. A meeting of the  stockholders  shall be held on the third Tuesday in
April in each year or on such other day as may, in any year, be specified by the
Board of  Directors.  Each such annual  meeting  shall be held at such place and
hour as may be fixed by the Board of Directors

SECTION 2. Special meetings of the stockholders may be called at any time by the
Chairman,  if there shall be one, the President,  the Board of Directors,  or by
one or more  stockholders  holding not less than  one-fourth of the  outstanding
shares  of  Common  Stock of the  Company,  or in such  other  manner  as may be
provided  by  statute or by  paragraph  (7) of  Article  VI of the  Articles  of
Incorporation, as amended.

SECTION 3.  Notice of the time and place of each  annual or  special  meeting of
stockholders, shall be mailed to the address, as shown by the Company's records,
of each  stockholder  entitled  to vote at such  meeting  not less than ten days
before the date of the meeting,  except in cases where other  special  method of
notice may be required by statute,  in which cases the statutory method shall be
followed.  The  notice of a special  meeting  shall  state  the  purpose  of the

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meeting.  Notice  of any  meeting  of the  stockholders  may  be  waived  by any
stockholder.


SECTION 4. Any meeting of the stockholders, whenever or however called and held,
shall be legal and its  proceedings  valid if all of the  stockholders  eligible
under the  Articles of  Incorporation,  as amended,  and the Bylaws to vote upon
questions submitted at such meeting are present either in person or by proxy, or
if a quorum be  present  in person  or by proxy and  either  before or after the
meeting  each of the  stockholders  entitled  to vote and who was not present in
person or by proxy at the meeting signs a written  waiver of notice or a consent
to the holding of such meeting or any approval of the minutes thereof.

SECTION  5. At any  stockholders'  meeting,  except  as  otherwise  provided  in
paragraph  (7) of Article VI of the  Articles of  Incorporation,  as amended,  a
majority of the stock outstanding  eligible under the Articles of Incorporation,
as  amended,  and the  Bylaws to vote upon  questions  being  submitted  at such
meeting must be represented in order to constitute a quorum for the  transaction
of business, but the stockholders represented at any meeting, though less than a
quorum, may adjourn the meeting to some other day or sine die.

SECTION  6. No notice of any  adjourned  meeting  need be given to  stockholders
unless the adjournment be for thirty days or more, in which case notice shall be
given as of an original meeting, provided, however, that at an adjourned meeting
no business may be transacted  other than that which might have been  transacted
at the original  meeting  unless notice  thereof shall have been given as in the
case of an original meeting.

SECTION 7. At all meetings of  stockholders  each share of stock  eligible under
the Articles of Incorporation, as amended, and the Bylaws to vote upon questions
being  submitted at such meeting shall be entitled to such vote or votes as from
time to time shall be provided in the Article of Incorporation,  as amended, and
such  stock  may be  voted  by the  holder  thereof  in  person  or by his  duly
authorized proxy in writing duly filed with the Secretary of the Company.

SECTION 8. The Chairman,  if there shall be one, when present, or in his absence
the President of the Company,  or in the President's absence the General Manager
of the Company,  shall act as chairman,  and the  Secretary of the Company shall

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act as Secretary,  of each stockholders'  meeting. In the case of the absence of
the  Chairman,  the  President  and the General  Manager from any  stockholders'
meeting,  the  President  of the General  Manager  shall  select such officer or
employee of the Company as either deems  appropriate  to act as chairman of such
stockholders'  meeting.  In the case of the  absence  of the  Secretary  and the
Assistant  Secretary  from  any  stockholders'  meeting,  the  chairman  of such
stockholders'  meeting  shall  nominate  such person to act as secretary of such
meeting  as he  deems  appropriate  and  the  stockholders  shall  vote  on such
nomination.



                                  ARTICLE III

                              BOARD OF DIRECTORS


SECTION 1. The number of  directors  constituting  the entire Board of Directors
shall be four (4).  Each  director  shall hold office until the next  succeeding
annual  meeting  of the  stockholders  and until his  successor  shall have been
elected and qualified, or until his earlier resignation or removal.

SECTION 2. From and after  October 28, 1987,  the Board of  Directors  shall not
elect as a Director or propose for election by the  stockholders  as a Director,
any  employee  of the  Company  (other  than a past or present  Chief  Executive
Officer of the Company) whose service as such employee has terminated or will in
normal  course  terminate  on or before the date of his election by the Board or
proposed election by the stockholders.

SECTION 3. The Board of  Directors  by  resolution  may  confer  upon any former
director the honorary title of Director Emeritus.  The designation and number of
directors emeriti shall be within the discretion of the Board. Directors emeriti
shall not be  members of the Board of  Directors,  nor  counted  toward a quorum
thereof,  but shall have the privilege of attending,  without vote, the meetings
of the  Board.  Directors  emeriti  shall  receive no  compensation,  but may be
reimbursed for necessary expenses in the manner and amount as if directors.

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SECTION 4. A regular meeting of the Board of Directors shall be held immediately
after the  annual  meeting  of  stockholders  in each year and at the same place
where such  annual  meeting  shall  have been  held,  provided a quorum for such
meeting be obtained.  A regular  meeting of the Board of Directors shall also be
held quarterly thereafter,  usually on the third Tuesday of January, April, July
and October at the  registered  office of the Company,  or when  directed by the
Chairman,  if there shall be one, the  President or the Board of  Directors,  at
such other place  within or without the state of Oklahoma as may be specified in
the notice of the meeting.  Written notice of each regular  meeting  stating the
time and place and, if  required  by statute or the Bylaws,  the purpose of such
meeting shall be mailed,  or  telegraphed,  at least one week before the date of
such  meeting  to each  director,  unless  such  notice  shall be  waived by any
director, in writing, either before or after such meeting.

SECTION 5. Special  meetings of the Board of Directors may be called at any time
by the Chairman,  if there shall be one, by the  President,  by a Vice President
when acting as President,  or by any two or more  directors,  by mailing to each
director,  not less than one week before such meeting,  a written notice stating
the time, place and purpose of such meeting,  unless such notice shall be waived
by any  director,  in  writing,  either  before or after such  special  meeting.
Special  meetings  of the  Board  of  Directors  may be held at any  time at the
registered  office of the  Company,  or at any other place within or without the
state of Oklahoma.

SECTION 6. Notice of any meeting of the Board of Directors  may be waived by any
director,  in writing,  either before or after the meeting; and any director, by
his attendance at any meeting, shall be deemed to have waived such notice.

SECTION 7. Three members of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors, but a less
number may  adjourn  the  meeting  to some other day or sine die.  The acts of a
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the acts of the Board of  Directors.  The  Chairman,  if there shall be
one, or in his absence the  President of the  Company,  shall act as Chairman of
the  meeting;  and the  Secretary  of the Company  shall act as Secretary of the
meeting.  In the absence of both the Chairman and the  President of the Company,
the Board of Directors shall elect a Chairman of the meeting.  In the absence of

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the Secretary, an Assistant Secretary of the Company shall serve as secretary of
the meeting.  In their  absence,  the  directors  shall elect a secretary of the
meeting.  The  members  of the  Board of  Directors  may be paid  such  fees for
attendance at meetings as the Board of Directors from time to time by resolution
may determine.

SECTION 8. The order of business at  meetings of the Board of  Directors  shall,
unless otherwise ordered by the Board of Directors, be as follows:

      1.    Reading and consideration of the minutes of the preceding meeting.

      2.    Reading of the minutes of meetings of the Executive Committee,  if
            any, held since the last meeting of the Board of Directors.

      3.    Report of other committees, if any.

      4.    Reports from officers or other employees of the Company.

      5.    Consideration of any other business of the Company.



                                  ARTICLE IV

                                  COMMITTEES


SECTION 1. The Board of Directors,  by  resolution  adopted by a majority of the
entire  Board,  may appoint an Executive  Committee  consisting  of four or more
directors,  including the Chairman,  if there shall be one, and the President of
the Company.  Any three  directors on the Executive  Committee shall be required
for a  quorum.  The  Executive  Committee  may be  discontinued  at any  time by
resolution  adopted by a majority of the entire Board of Directors;  but,  after
its  creation  and  until  it is  discontinued,  the  members  of the  Executive
Committee shall be appointed  annually,  by resolution  adopted by a majority of
the entire Board of Directors at the first meeting of the Board after the annual
meeting of stockholders in each year. Vacancies in the Executive Committee shall

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be filled by resolution  adopted by a majority of the entire Board of Directors.
During the intervals  between meetings of the Board of Directors,  the Executive
Committee  shall have and may  exercise all the powers of the Board of Directors
in the  management  of the  business  and  affairs of the  Company  except as to
matters  in respect of which  specific  directions  shall have been given by the
Board of Directors.  All actions of the Executive Committee shall be recorded by
the  Secretary  of the Company and be reported to the Board of  Directors at its
regular meetings.

SECTION 2. The Board of  Directors  may appoint  other  committees,  standing or
special, from time to time from among their own number, or otherwise, and confer
powers on such committees, and revoke such powers and terminate the existence of
such committees, at its pleasure.

SECTION 3.  Meetings  of any  committee  may be called in such manner and may be
held at such times and places as such  committee  may by  resolution  determine,
provided  that a  meeting  of any  committee  may be  called  at any time by the
Chairman,  if there shall be one, or by the  President of the Company.  Not less
than one day's notice of all meetings of the Executive  Committee shall be given
to each  member of the  committee  personally,  in  writing,  or by mail,  or by
telegraph,  but no notice  shall be  necessary  where a meeting is held with the
consent of all the members of the committee.  Members of all committees shall be
paid  such  fees for  attendance  at  meetings  as the  Board of  Directors  may
determine.



                                   ARTICLE V

                                   OFFICERS


SECTION  1.  There  shall be  elected  by the Board of  Directors,  at its first
meeting (if  practicable)  held after the annual  election of  directors in each
year, a President, a Secretary, a Treasurer, a Controller,  and, if desired, one
or more Assistant Secretaries,  Assistant Treasurers, and Assistant Controllers.
The Board of Directors also may provide for and elect at any time, a Chairman, a
General  Manager,  one or more Vice  Presidents,  and such other  officers,  and

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prescribe such duties for them, respectively, as in the judgment of the Board of
Directors  may be  required  from time to time to conduct  the  business  of the
Corporation.  Any two or more offices,  except the offices of President and Vice
President,  President and Secretary, President and General Manager, and Chairman
and any other office,  may be held by the same person.  All officers  elected by
the Board of  Directors  shall  hold their  respective  offices,  unless  sooner
terminated,  until the first  meeting of the Board of  Directors  held after the
next ensuing annual election of directors and until their respective successors,
willing  to serve,  shall  have been duly  elected  and  qualified.  Any of such
officers  may be removed  from their  respective  offices at the pleasure of the
Board.

SECTION 2. The Chairman of the Board shall,  at his  discretion,  preside at all
meetings of the stockholders  and at all meetings of the Board of Directors.  In
the absence of the Chairman of the Board,  the  President  shall  preside at the
meetings of the Board of  Directors.  He shall also have and may  exercise  such
further powers and duties as from time to time may be conferred upon or assigned
to him by the Board of Directors.

SECTION 3. The President shall be the Chief Executive Officer of the Company and
shall have general authority over all of the business and affairs of the Company
and over all other  officers,  agents and  employees  of the  Company.  When the
Chairman of the Board is not  present,  he shall  preside at all meetings of the
stockholders,  and of the Board of Directors  or, in the case of all meetings of
stockholders  when the Chairman of the Board and President are not present,  the
General Manager of the Company shall preside.  In the case of the absence of the
Chairman  of  the  Board,   the  President  and  the  General   Manager  from  a
stockholders'  meeting,  the President or the General  Manager shall select such
officer or  employee of the Company as either  deems  appropriate  to preside at
such meeting.  The President  shall be a member of the Executive  Committee,  if
there  shall be one,  and shall be ex  officio  a member of any other  committee
appointed  by the Board of  Directors.  He shall  preside at all meetings of the
Executive  Committee,  if there shall be one.  He shall have  general and active
management  of the business and affairs of the Company,  and full  authority and
responsibility  with respect to making effective all resolutions of the Board of
Directors.  He shall execute bonds,  mortgages,  contracts and other instruments

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requiring  the seal of the  Company to be  affixed,  except  where  required  or
permitted  by law to be  otherwise  signed and  executed,  and except where such
duties  shall be  expressly  delegated  by him or the Board of Directors to some
other officer or agent of the Company.  He shall have authority when neither the
Board of  Directors  nor the  Executive  Committee  is in session to suspend the
authority of any other officer or officers of the Company,  subject, however, to
the pleasure of the Board of Directors or of the Executive Committee at its next
meeting, and authority to appoint and to remove and discharge any and all agents
and  employees of the Company not elected or appointed  directly by the Board of
Directors. He shall also have such other powers and duties as may at any time be
prescribed by these Bylaws or by the Board of Directors.

SECTION 4. The  General  Manager,  if one is elected by the Board of  Directors,
shall have such powers and duties as may from time to time be  prescribed by the
Board of Directors.  In case the  President,  due to absence or any other cause,
shall be unable at any time to attend to the duties of the  office of  President
requiring attention, or in the case of his death,  resignation,  or removal from
office,  the powers and duties of the  President  shall,  except as the Board of
Directors may otherwise provide,  temporarily  devolve upon the General Manager,
and shall be exercised by such General Manager as acting  President  during such
inability of the President,  or until the vacancy in the office of the President
shall be filled.  In case of the absence,  disability,  death,  resignation,  or
removal  from  office of the  President  and the General  Manager,  the Board of
Directors  shall elect one of its  members to exercise  the powers and duties of
the President during such absence or disability,  or until the vacancy in one of
said  offices  shall be filled,  except  that in the case of the  absence of the
Chairman,  the President and the General Manager from a  stockholders'  meeting,
the  President or the General  Manager  shall select such officer or employee of
the Company as either deems appropriate to preside at such meeting.

SECTION 5. The Vice President,  if one is elected by the Board of Directors,  or
Vice  Presidents,  if more than one is elected by the Board of Directors,  shall
have such powers and duties as may from time to time be  prescribed by the Board
of Directors.
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SECTION 6. The  Secretary  shall  attend all meetings of the  stockholders,  the
Board of Directors and the Executive  Committee,  shall keep a true and faithful
record  thereof,  and shall have the  custody  and care of the  corporate  seal,
minute books and stock books of the Company. Except as may be otherwise required
by law, the Secretary shall sign and issue all notices  required for meetings of
stockholders,  the Board of  Directors  and the  Executive  Committee.  Whenever
requested by the requisite  number of stockholders  or directors,  the Secretary
shall give  notice,  in the name of the  stockholders  or  directors  making the
request,  of a  meeting  of the  stockholders,  the  Board of  Directors  or the
Executive Committee,  as the case may be. The Secretary shall sign all documents
and  papers  to  which  the  signature  of the  Secretary  may be  necessary  or
appropriate,  shall affix and attest the seal of the Company to all  instruments
requiring the seal,  and shall have such other powers and duties as are commonly
incidental to the office of secretary of a  corporation  or as may be prescribed
by the Board of Directors or the Chief Executive Officer.

SECTION  7. The  Treasurer  shall  have  charge  of and be  responsible  for the
collection,  receipt,  custody and disbursement of the funds of the Company, and
shall  deposit  its  funds  in the  name of the  Company  in such  banks,  trust
companies or other  depositories  as the Board of Directors may authorize.  Such
funds shall be subject to  withdrawal  only in such manner as may be  designated
from time to time by resolution of the Board of Directors.  The Treasurer  shall
have  the  custody  of  such  books  and  papers  as in the  practical  business
operations  of the  Company  shall be  convenient  or as shall be  placed in the
Treasurer's custody by order of the Board of Directors. The Treasurer shall have
such  other  powers  and  duties as are  commonly  incidental  to the  office of
treasurer of a  corporation  or as may be  prescribed by the Board of Directors,
the Chief Executive Officer or the Chief Financial Officer.  Securities owned by
the Company shall be in the custody of the Treasurer or of such other  officers,
agents or  depositories  as may be  designated  by the Board of  Directors.  The
Treasurer may be required to give bond to the Company for the faithful discharge
of the  treasurer's  duties in such form and in such amount and with such surety
as shall be determined by the Board of Directors.

SECTION 8. The Controller shall be responsible for the preparation, installation
and  supervision  of all  accounting  records of the  Company,  preparation  and
interpretation  of  the  financial   statements  and  reports  of  the  Company,

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maintenance of appropriate  and adequate  records of authorized  appropriations,
determination  that  all  sums  expended  pursuant  to such  appropriations  are
properly  accounted for, and ascertainment  that all financial  transactions are
properly  executed and recorded,  and shall have such specific powers and duties
as shall be delegated by the Board of Directors,  the Chief Executive Officer or
the Chief Financial Officer.  The Controller may be required to give bond to the
Company for the faithful  discharge of the duties of the controller in such form
and in such amount and with such surety as shall be  determined  by the Board of
Directors.

SECTION 9. Assistant  officers,  if any, shall assist the principal  officers in
the  performance of the duties  assigned to such principal  officers,  and in so
doing each shall have the powers of their respective principal officers. In case
of the absence, disability,  death, resignation or removal from office of any of
such principal officers,  their duties shall, except as otherwise ordered by the
Board of Directors,  temporarily  evolve upon such assistant officer as shall be
designated by the Chief Executive  Officer.  Such assistant  officers shall also
perform  such other duties as may be assigned to them from time to time by their
respective principal officers, by the Chief Executive Officer or by the Board of
Directors.


                                  ARTICLE VI

                                 MISCELLANEOUS


SECTION 1. The corporate  seal of the Company shall have  inscribed  thereon the
name of the Company,  between concentric circles, and the word "SEAL". Such seal
may be  used by the  Company  by  causing  it,  or a  facsimile  thereof,  to be
imprinted, impressed or affixed or in any other manner reproduced.

SECTION 2. The funds of the  Company  shall be  deposited  to its credit in such
banks or trust  companies  as the Board of  Directors  from  time to time  shall
designate and shall be withdrawn only on checks or drafts of the Company for the
purposes of the Company. All checks, drafts, notes, acceptances and endorsements
of the Company shall be signed in such manner and by such officer or officers or

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such  individual or  individuals  as the Board of Directors from time to time by
resolution shall  determine.  If and to the extent so authorized by the Board of
Directors,  such signature or signatures may be facsimile.  Only checks, drafts,
notes, acceptances and endorsements signed in accordance with such resolution or
resolutions  shall  be  the  valid  checks,   drafts,   notes,   acceptances  or
endorsements of the Company.

SECTION 3. No debt shall be contracted,  for other than current expenses, unless
authorized by the Board of Directors or the Chairman,  and no bill shall be paid
by the Treasurer  unless  previously  certified by the head of the department in
which it originated and the Treasurer is otherwise satisfied as to its propriety
and  accuracy.  If the  Treasurer  is not so  satisfied,  the  authority  of the
Chairman shall be secured before payment.

SECTION 4. All dividends shall be declared by a vote of the Board of Directors.

SECTION 5. The fiscal  year of the  company  shall  close at the end of December
annually.

SECTION 6. (a) The Corporation  shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the Corporation),  by
reason of the fact  that such  person is or was a  director  or  officer  of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another  corporation,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the  Corporation  and is not  determined  by the Board to have been
guilty of misconduct in the  performance of his or her duty to the  Corporation.
Provided,  however,  that no person  shall be  indemnified  for amounts  paid in
settlement,  unless  the  terms  and  conditions  of such  settlement  have been
consented to by the  Corporation.  And further provided that with respect to any
criminal  action or proceeding,  such person had no reasonable  cause to believe
that his or her conduct was unlawful.  The  termination  of any action,  suit or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo

<PAGE>

contendere or its equivalent,  shall not of itself create a presumption that the
person  did not act in good  faith  and in a manner  which he or she  reasonably
believed to be in or not opposed to the best interests of the  Corporation  and,
with respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe that such conduct was  unlawful;  provided,  however,  that no indemnity
prohibited by law shall be made.

(b) The  Corporation  shall  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact  that such  person is or was a  director  or  officer  of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another  corporation,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation.  Provided that
no indemnification  shall be made in respect of any claim, issue or matter as to
which such person shall have been  adjudged to be liable for  misconduct  in the
performance of his or her duty to the Corporation  unless and only to the extent
that the  District  Court or the court in which such  action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such expenses  which the District Court or
such other  court shall deem  proper;  and further  provided  that no  indemnity
prohibited by law shall be made.

(c) The Corporation may indemnify,  to the same extent as hereinabove  provided,
any person who is or was an  employee or agent of the  Corporation  or is or was
serving at the  request of the  Corporation  as an  employee or agent of another
corporation,   partnership,  joint  venture,  trust  or  other  enterprise.  Any
indemnification   under  this  Subsection  (c)  shall  be  made  only  upon  the
authorization  of the Board of Directors,  which may occur at any time prior to,
during,  or after final judgment or order, in any action,  suit or proceeding to

<PAGE>

which  such  person  is or is  threatened  to be made a party.  No right to such
indemnification is created by this Subsection (c).

(d) Any indemnification  under Subsections (a), (b) and (c) (unless ordered by a
court) shall be made by the Corporation  only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because such person has met the applicable
standard of conduct set forth in  Subsections  (a) and (b).  Such  determination
shall  be made  (i) by the  Board  of  Directors  by  majority  vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or (ii)  if  such a  quorum  is not  obtainable,  or,  even  if  obtainable,  by
independent  legal counsel in a written  opinion,  if a quorum of  disinterested
directors so directs, or (iii) by the stockholders.

(e) Expenses incurred by an officer or director in defending a civil or criminal
action,  suit or  proceeding  may be paid by the  Corporation  in advance of the
final disposition of such action,  suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of such director, or officer, to repay such amount unless it shall ultimately be
determined  that such person is entitled to be indemnified by the Corporation as
authorized in this Section. Such expenses incurred by other employees and agents
with respect to which  indemnification is claimed hereunder may also be advanced
upon  such  terms  and  conditions,  if any,  as the  Board of  Directors  deems
appropriate.

(f) The Corporation  may, as authorized by the Board of Directors,  purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of this status as such,  whether or not the  Corporation  would have
the power to indemnify such person  against such liability  under the provisions
of this Section.

(g) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Corporation  pursuant to the foregoing provisions of this Section or the laws of

<PAGE>

the state of Oklahoma,  in the event any claim for indemnification  against such
liabilities  (other  than  for  the  payment  by the  Corporation  of  expenses,
including  attorneys'  fees,  actually  and  reasonably  incurred by a director,
officer or controlling  person of the  Corporation in the successful  defense of
any action,  suit or  proceeding)  is asserted  against the  Corporation by such
director,  officer or controlling  person in connection with the registration of
any security under the Securities Act of 1933, the Corporation  will,  unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by the Corporation is against public policy as expressed by the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                  ARTICLE VII


Unless  otherwise  ordered by the Board of Directors,  the President  shall have
full power and authority on behalf of the Company, either in person or by proxy,
at any meeting of  stockholders of any corporation in which the Company may hold
Stock and, at any such  meeting,  may possess  and  exercise  all the rights and
powers incident to the ownership of such Stock which, as the owner thereof,  the
Company might have possessed or exercised, if present.


                                 ARTICLE VIII

                         AMENDMENT OR REPEAL OF BYLAWS


The Bylaws may be altered or repealed or new Bylaws may be adopted (a) by a vote
of the holders of a majority of the Common  Stock  present in person or by proxy
at any regular or special  meeting,  duly  convened  after  notice to the common
stockholders  setting  out the  purpose  of such  meeting,  at which  meeting  a
majority of the outstanding  Common Stock is  represented;  or (b) by a majority
vote of the entire  Board of  Directors  at any regular or special  meeting duly
convened  after notice of the purpose of such  meeting,  subject to the power of
the  stockholders  to alter or repeal such  Bylaws;  provided  that the Board of
Directors  shall  not  adopt,  alter or  repeal  any Bylaw  fixing  the  number,

<PAGE>

qualifications,  classifications or terms of office of the directors,  or any of
them.



                                * * * * * * * *



            I, Lina P. Holm, do hereby certify that I am the Secretary of Public
Service Company of Oklahoma, an Oklahoma corporation,  that I have in my custody
and  possession  the corporate  records and seal of said  Company,  and that the
foregoing is a true and correct copy of the Bylaws of Public Service  Company of
Oklahoma,  as amended at April 18, 2000,  and which are in full force and effect
on the date certified below.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the Corporation this 18th day of April , 2000.




                                    Lina P. Holm, Secretary

(SEAL)                              PUBLIC SERVICE COMPANY OF OKLAHOMA