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                                                                     EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS
                         AQUILA MERCHANT SERVICES, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

     SECTION 1. ANNUAL MEETINGS. The Corporation shall hold regular annual
meetings of its Stockholders for the election of Directors and for the
transaction of such other business as may properly be brought before the meeting
at its executive offices in Kansas City, Missouri or at such other locations as
the Board of Directors may designate, on the second Wednesday in June, if not a
legal holiday, and if a legal holiday, then on the first day following which is
not a legal holiday, or at such other date as may be designated from time to
time by the Board of Directors and stated in the notice of the meeting.

     SECTION 2. SPECIAL MEETINGS. At any time in the interval between annual
meetings, special meetings of the Stockholders may be called by the President or
by a Vice President, or by a majority of the Board of Directors by vote at a
meeting or in writing with or without a meeting, or by not less than one-fifth
of all of the outstanding shares entitled to vote at such meeting. Special
meetings of the Stockholders shall be held at the executive offices of the
Corporation in Kansas City, Missouri, except in cases in which the calls
therefore designate some other place either within or without the State of
Missouri.

     SECTION 3. NOTICE OF MEETING. Notice of every annual meeting or special
meeting of the Stockholders shall state the place, day and hour of such meeting
and shall be given to each Stockholder entitled to vote at such meeting. Notice
of every special meeting shall state the purpose or purposes of the proposed
meeting. Failure to give notice of any annual meeting, or any irregularity in
such notice, shall not affect the validity of such annual meeting or of any
proceedings at such meeting, except as otherwise required by law, by the
Certificate of Incorporation or by the Bylaws.

     It shall not be requisite to the validity of any meeting of Stockholders
that notice thereof, whether prescribed by law, by the Certificate of
Incorporation or by these Bylaws, shall have been given to any Stockholder who
attends in person or by proxy, except as otherwise prescribed by law, or to any
Stockholder who, in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice.

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     SECTION 4. QUORUM. At all meetings of Stockholders, the holders of record
of a majority of the shares of stock of the Corporation issued and outstanding
and entitled to vote thereat, present in person or by proxy, shall constitute a
quorum for the transaction of business.

     SECTION 5. VOTING. All elections of Directors shall be by ballot. Except in
cases in which it is by statute, by the Certificate of Incorporation or by these
Bylaws otherwise provided, each Stockholder shall at every meeting of the
Stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such Stockholder and a majority of the
votes shall be sufficient to elect and to pass any measure.

     SECTION 6. PROXIES. Any Stockholder entitled to vote at any meeting of
Stockholders may vote either in person or by proxy, but no proxy which is dated
more than three (3) years before the meeting at which it is offered shall be
accepted, unless such proxy shall, on its face, name a longer period for which
it is to remain in force. Every proxy shall be in writing subscribed by the
Stockholder or his duly authorized attorney, and dated, but need not be sealed,
witnessed or acknowledged.

     In lieu thereof, to the extent permitted by law, a proxy may be transmitted
in a telegram, cablegram or other means of electronic transmission provided that
the telegram, cablegram or electronic transmission either sets forth or is
submitted with information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the Stockholder. A
copy, facsimile transmission or other reliable reproduction of a written or
electronically-transmitted proxy authorized by this Section 6 may be substituted
for or used in lieu of the original writing or electronic transmission.

     SECTION 7. LIST OF STOCKHOLDERS. A complete list of the Stockholders
entitled to vote at each meeting of Stockholders arranged by class in
alphabetical order, with the address of each according to the records of the
Corporation and the number of voting shares registered in the name of each,
shall be prepared by the Secretary and shall be open to the examination of any
Stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days before every meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any Stockholder who is present and shall be the only evidence as to
who are the Stockholders entitled to examine the list of Stockholders or to vote
in person or by proxy at such meeting.


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     SECTION 8. CONSENT OF STOCKHOLDERS. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of Stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such Stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize to take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those Stockholders who have not consented in writing.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     SECTION 1. NUMBER, TERM OF OFFICE, POWERS. The exact number of Directors of
the Corporation shall be fixed from time to time solely by the vote of not less
than a majority of the Directors then in office. Each Director shall be elected
at the annual meeting of Stockholders. Each Director shall hold office until his
or her successor is elected and qualified or until his or her earlier
resignation or removal.

     Directors need not be Stockholders. The business and property of the
Corporation shall be conducted and managed by its Board of Directors, which may
exercise all of the powers of the Corporation except such as are by statute, by
the Certificate of Incorporation or by these Bylaws conferred upon or reserved
to the Stockholders. The Board of Directors shall keep full and fair account of
its transactions.

     SECTION 2. ANNUAL MEETING. The annual meeting of the Board of Directors
shall be held immediately following the annual meeting of Stockholders at the
place where such meeting of Stockholders was held or at such other place as the
Board of Directors shall determine.

     SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held at such time and at such place as may be fixed from time to time by the
Board of Directors.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be called by the Secretary at the direction and upon the request of the
President or any two Directors, and notice of the place, day and hour of every
special meeting shall be given to each Director by the mailing of notice to each
Director at least 48 hours before the meeting or by notifying each Director of
the meeting at least 24 hours prior thereto either personally, by telephone,
telegram, cablegram or electronic or facsimile


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transmission. It shall not be requisite to the validity of any meeting of the
Board of Directors that notice thereof shall have been given to any Director who
attends, or to any Director who, in writing executed and filed with the records
of the meeting either before or after the holding thereof, waives such notice.
No notice of adjourned meetings of the Board of Directors need be given. All
regular and special meetings of the Board of Directors shall be general
meetings, this is to say, open for the transaction of any business within the
powers of the Corporation without special notice of such business, except in
cases in which special notice is required by law, by the Certificate of
Incorporation, by these Bylaws or by the call of such meeting.

     SECTION 5. QUORUM. At all meetings of the Board of Directors, one-third of
the total number of the Directors shall constitute a quorum for the transaction
of business. Except in cases in which it is by law, by the Certificate of
Incorporation or by the Bylaws otherwise provided, a majority of such quorum
shall decide any questions that may come before the meeting. In the absence of a
quorum, the Directors present by majority vote may adjourn the meeting from time
to time without notice other than by verbal announcement at the meeting until a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally notified.

     SECTION 6. VACANCIES. Vacancies occurring in the Board of Directors through
death, resignation, increase in the number of Directors, or any other cause may
be filled by the vote of a majority of the remaining Directors, although such
majority is less than a quorum.

     SECTION 7. COMMITTEES. The Board of Director may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the Directors of the Corporation. The Board may
designate one or more Directors as alternate members of any such committee, who
may replace any absent or disqualified member at any meeting of the committee.
Any such committee shall have such powers as are granted to it by the resolution
of the Board or by subsequent resolutions passed by a majority of the whole
Board. Nothing herein shall limit the authority of the Board of Directors to
appoint other committees consisting in whole or in part of persons who are not
Directors of the Corporation to carry out such functions as the Board may
designate.

     SECTION 8. PRESENCE AT MEETING. Members of the Board of Directors or any
committee designated by such Board may participate in the meeting of said Board
or committee by means of conference telephone or similar communications
equipment by means of which all persons in the meeting can hear each other and
participate. The ability to participate in a meeting in the above manner shall
constitute presence at said meeting for purposes of a quorum and any action
thereat.


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     SECTION 9. ACTION WITHOUT MEETINGS. Any action required to be taken at any
meeting of the Board of Directors or any committee designated by such Board may
be taken without a meeting, if all members of the Board or committee consent
thereto in writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

     SECTION 10. COMPENSATION. Directors may receive such compensation as may be
fixed for their services by resolution of the Board of Directors, and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting thereof. Nothing in this Section shall be construed to preclude a
Director from serving the Corporation in any other capacity and receiving
compensation therefore.

     SECTION 11. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE III

                                    OFFICERS

     SECTION 1. ELECTION, TERM OF OFFICE, APPOINTMENTS. The Board of Directors
shall elect the following officers at its annual meeting: a Chief Executive
Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a
Secretary, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers. The Board may also elect, appoint or provide for the
appointment of, such other officers and agents as may from time to time appear
necessary or advisable in the conduct of the affairs of the Corporation.
Officers shall hold office until the corresponding meeting in the next year and
until their successors shall have been duly chosen and qualified in their stead
or removed in the manner provided in Section 11 of this Article III. Any vacancy
in any of the offices may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting.

     SECTION 2. CHAIRMAN. If a Chairman of the Board is elected or appointed, he
shall have general control and management of the business affairs and policies
of the corporation. He shall be generally responsible for the proper conduct of
the business of the Corporation. Except where by law the signature of the
President is required, the Chairman shall possess the same power as the
President to sign all certificates, contracts, and other instruments of the
Corporation. During the absence or disability of the President, he shall
exercise all the powers and discharge all the duties of the President. He shall
preside at all meetings of the stockholders and of the Board of Directors at
which he is present; and, in his absence, the President shall preside at such
meetings. He

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shall have such other powers and perform such other duties as from time to time
may be conferred or imposed upon him by the Board of Directors.

     SECTION 3. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have
overall responsibility for, and general supervision of, the management of the
business of the Corporation and the establishment of its policies. In the
absence of the Chairman of the Board of the Board, the Chief Executive Officer
shall preside over meetings of the stockholders and of the Board of Directors.
All powers of the President of the Corporation may be exercised by the Chief
Executive Officer, and the Chief Executive Officer may appoint such subordinate
officers as the Chief Executive Officer deems proper. The Chief Executive
Officer may sign and execute, in the name of the Corporation, all authorized
deeds, mortgages, bonds, contracts or other instruments or documents, except in
cases where the execution thereof shall have been expressly delegated to some
other officer or agent of the Corporation. The Chief Executive Officer shall
have such other powers and duties as are incident to the office of Chief
Executive Officer or as may be prescribed from time to time by law, these bylaws
or the Board of Directors.

     SECTION 4. PRESIDENT. The President elected by the Board may sign and
execute, in the name of the Corporation, all authorized deeds, mortgages, bonds,
contracts or other instruments or documents, except in cases where the execution
thereof shall have been expressly delegated to some other officer or agent of
the Corporation. The President elected by the Board may sign (with the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary)
certificates of stock or other securities of the Corporation. The President
elected by the Board shall have such other powers and duties as are incident to
their respective offices or as may be prescribed or required from time to time
by law, these bylaws, the Board of Directors or the Chief Executive Officer.

     SECTION 5. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have
overall responsibility for the corporate-wide treasury functions and financial
reporting obligations of the Corporation. The Chief Financial Officer may sign
and execute, in the name of the Corporation, all authorized deeds, mortgages,
bonds, contracts or other instruments or documents, except in cases where the
execution thereof shall have been expressly delegated to some other officer or
agent of the Corporation, and shall have such other powers and duties as are
incident to his or her office or as may be prescribed from time to time by these
bylaws or the Board of Directors.

     SECTION 6. VICE PRESIDENT. In the absence of the President or in the event
of his inability or refusal to act, the Vice President shall perform the duties
of the President, and when so acting, shall have all the powers of and be
subject to all


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restrictions upon the President. The Vice President shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

     SECTION 7. SECRETARY AND ASSISTANT SECRETARY. The Secretary shall attend
all meetings of the Board of Directors and all meetings of the Stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. The Secretary shall give, or cause to
be given, notice of all meetings of the Stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. The
Secretary shall have custody of the corporate seal of the Corporation, if any,
and the Secretary, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
the Secretary's signature or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation, if any, and to attest the affixing by his or her
signature. The Assistant Secretary, or if there be more than one, the Assistant
Secretaries, shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

     SECTION 8. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all the Treasurer's transactions as Treasurer and of the financial condition of
the Corporation. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers, shall, in the absence of the Treasurer or in the event
of the Treasurer's inability or refusal to act, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     SECTION 9. OFFICERS HOLDING TWO OR MORE OFFICES. Any two of the
above-mentioned offices, except those of President and a Vice President, may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument be required by statute,
by the Certificate of


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Incorporation or by these Bylaws, to be executed, acknowledged or verified by
any two or more officers.

     SECTION 10. COMPENSATION. The Board of Directors shall have power to fix
the compensation of all officers of the Corporation.

     SECTION 11. REMOVAL. Any officer of the Corporation may be removed, with or
without cause, by a vote of a majority of the entire Board of Directors at a
meeting called for that purpose, or by an officer upon whom such power of
removal may have been conferred.

                                   ARTICLE IV

                                      STOCK

     SECTION 1. CERTIFICATES. Each Stockholder shall be entitled to a
certificate or certificates certifying the number and kind of shares owned,
signed in the name of and for and on behalf of the Corporation by the President
or a Vice President and the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, and sealed with the seal of the
Corporation, if any.

     SECTION 2. TRANSFER OF SHARES. Transfers of stock shall be made upon the
books of the Corporation upon presentation of the certificates by the registered
holder in person or by duly authorized attorney, or upon presentation of proper
evidence of succession, assignment or authority to transfer and upon surrender
of the certificate therefore.

     SECTION 3. RECORD DATES. The Board of Directors is hereby authorized to fix
in advance a record date in accordance with Section 213 of the General
Corporation Law of Delaware.

                                    ARTICLE V

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation. Before
payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time
to time, in their absolute discretion, think proper as a reserve or


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reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
Directors shall think conducive to the interest of the Corporation, and the
Directors may modify or abolish any such reserve in the manner in which it was
created.

     SECTION 2. SEAL. The Corporate Seal of the Corporation, if any, shall bear
the name of the Corporation and the words "CORPORATE SEAL, DELAWARE" and may
bear the year of incorporation. If deemed advisable by the Board of Directors, a
duplicate seal or duplicate seals may be provided and kept for the necessary
purposes of the Corporation.

     SECTION 3. VOTING UPON STOCK IN OTHER CORPORATIONS. Any stock in other
corporations, which may from time to time be held by the Corporation, may be
represented and voted at any meeting of stockholders of such other corporations
(including consent of the stockholders in lieu of a meeting) by the President or
any Vice President of the Corporation and by any other officer or nominee of the
Corporation when authorized by the Board of Directors.

     SECTION 4. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Except as otherwise
provided by Delaware law, each person who is or was serving as a director or
officer 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 (including the heirs,
executors, administrators or estate of such person), shall be indemnified by the
Corporation against any costs or expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, which are actually and
reasonably incurred by such person in connection with any threatened, pending or
completed action, suit or proceeding, whether criminal, civil, administrative or
investigative, and whether brought by or in the right of the Corporation to
procure a judgment in its favor, to which such person is made a party or
threatened to be made a party by reason of the fact that he is or was a director
or officer of the Corporation, or is or was at the request of the Corporation
serving as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. Such right to
indemnification, however, may be made only as authorized in any particular case
by the Board of Directors by (1) a majority vote or a quorum thereof consisting
of directors not parties to the action, suit or proceeding, or (2) if such a
quorum is not obtainable or, if obtainable, a majority thereof so directs, by
independent legal counsel (who, if a quorum of disinterested directors is not
obtainable, shall be selected by a majority vote of the full Board) in a written
opinion, or (3) by the Stockholders, upon a determination that the person to be
indemnified did, under the circumstances involved, 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, or, with respect to any criminal action, upon a
determination that the person to be indemnified had no reasonable cause to
believe that his or her conduct was


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unlawful. The Corporation shall advance the costs and expenses (including
attorneys' fees) reasonably incurred by each person in defending any civil or
criminal action, suit or proceeding herein described in advance of the final
disposition thereof, if authorized by the Board of Directors in the specific
case, upon receipt of an undertaking by or on behalf of such person to repay any
or all of such amount as to which it may be ultimately determined under this
By-Law that such person is not entitled. The indemnification provided by this
By-Law provision shall not be exclusive of any other right to which those
indemnified may be entitled under the laws of the State of Delaware, as now in
effect or as hereafter amended, or under any other by-law or any agreement, vote
of the stockholders or disinterested directors, or otherwise, and shall not
limit in any way any right which the Corporation may have to make further
indemnifications with respect to the same or different persons or classes of
persons.

     SECTION 5. AMENDMENTS. These Bylaws, whether made by the Stockholders or by
the Board of Directors, may be amended, added to or repealed at any meeting of
the Board of Directors or the Stockholders.

     SECTION 6. REGISTERED OFFICE AND REGISTERED AGENT. The location of the
registered office and the name of the registered agent of the Corporation in the
State of Delaware shall be as stated in the Certificate of Incorporation or as
determined from time to time by the Board of Directors and on file in the
appropriate public offices of the State of Delaware pursuant to applicable
provisions of law.

     SECTION 7. CORPORATE OFFICES. The Corporation may have such other corporate
offices and places of business anywhere within or without the State of Delaware
as the Board of Directors may from time to time designate or the business of the
Corporation may require.

     SECTION 8. FISCAL YEAR. The fiscal year of the Corporation shall be the
twelve months ending on December 31 of each year, unless otherwise provided by
the Board of Directors.


                                        /s/ Sara L. Henning
                                        ----------------------------------------
                                        Sara L. Henning, Assistant Secretary

Dated: March 1, 2002


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