<PAGE>

                               State of Delaware
                       Office of the Secretary of State

                       --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO 
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF 
AMENDMENT OF "UTILICORP UNITED INC.", FILED IN THIS OFFICE ON THE TWELFTH DAY 
OF MAY, A.D. 1998, AT 4 O'CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE 
COUNTY RECORDER OF DEEDS.











             SECRETARY'S OFFICE          /s/ Edward J. Freel
                                         -----------------------------------
            1793  DELAWARE  1855         Edward J. Freel, Secretary of State


                                         AUTHENTICATION:         9077921
2101053  8100
                                                   DATE:         05-13-98
981182779

<PAGE>

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                             UTILICORP UNITED INC.


     UtiliCorp United Inc., a corporation organized and existing under and by 
virtue of the General Corporation Law of the State of Delaware (the 
"Corporation"), does hereby certify:

     The Amendments to the Corporation's Certificate of Incorporation set 
forth in the following resolutions approved by the Corporation's Board of 
Directors and Stockholders were duly adopted in accordance with the 
provisions of Section 242 of the General Corporation Law of the State of 
Delaware:

     1.  RESOLVED, that the Certificate of Incorporation of the Corporation 
     be amended by amending Article Four, Section 1 to read in its entirety 
     as follows:

              Section 1.  The total number of shares of stock which the 
         Corporation shall have authority to issue is Two Hundred Thirty 
         Million (230,000,000) shares, of which Two Hundred Million 
         (200,000,000) shares shall be common stock, of the par value of One 
         Dollar ($1.00) per share (hereinafter referred to as "Common 
         Stock"), Ten Million (10,000,000) shares shall be preference stock, 
         without par value (hereinafter referred to as "Preference Stock") 
         and Twenty Million (20,000,000) shares shall be Class A Common 
         Stock, of the par value of One Dollar ($1.00) per share (hereinafter 
         referred to as "Class A Common Stock").

     2.  RESOLVED, that the Certificate of Incorporation of the Corporation 
     be amended by amending Article Four, Section 2A(1) to read in its 
     entirety as follows:

              (1)  SERIES AND VARIATIONS BETWEEN SERIES.  The Preference 
         Stock may be divided into and issued in series.  The Board of 
         Directors is hereby expressly authorized to cause such shares to be 
         issued from time to time in series, and, by resolution adopted prior 
         to the issue of shares of a particular series, to fix and determine 
         the following with respect to such series, as to which matters the 
         shares of a particular series may vary from those of any or all 
         other series:

                   (a)  the distinctive serial designation of the shares of 
              such series;

                   (b)  the dividend rate thereof;


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               (c)  the date from which dividends on shares issued prior to 
          the date for payment of the first dividend thereon shall be 
          cumulative;

               (d)  the redemption price or prices and the terms of redemption
          (except as fixed in this Division A);

               (e)  the terms and amount of any sinking fund for the purchase
          or redemption thereof;

               (f)  the terms and conditions, if any, under which said shares
          may be converted;

               (g)  the amounts payable thereon upon the involuntary 
          liquidation, dissolution or winding up of the corporation; and

               (h)  the voting rights, full or limited, or the voting power, 
          if any, of shares of such series.

          Except as the shares of a particular series may vary from those of 
     any or all other series in the foregoing respects, all of the shares of 
     the Preference Stock, regardless of series, shall in all respects be 
     equal and shall have the preferences, rights, privileges and 
     restrictions herein fixed.

     3.   RESOLVED, that the Certificate of Incorporation of the Corporation 
     be amended by amending Article Four, Section 2A(5) to read in its entirety
     as follows:

          (5) VOTING RIGHTS. Any particular series of Preference Stock shall 
     have such voting rights as shall be designated in a resolution passed by
     the Board of Directors establishing such series.

     4.   RESOLVED, that the Certificate of Incorporation of the Corporation 
     be amended by amending Article Nine, Section 2 to read in its entirety 
     as follows:

          Section 2.  Special meetings of the stockholders may be called by 
     the President, by the Board of Directors, by the holders of not less 
     than a majority of all outstanding shares entitled to vote at such 
     meetings or by such other officers or persons as may be provided in the
     Bylaws.

     5.   RESOLVED, that the Certificate of Incorporation of the Corporation 
     be amended by amending Article Nine, Section 3 to read in its entirety 
     as follows:

          Section 3.  At all elections of directors of the Corporation, each
     stockholder shall be entitled to one vote per share as to each director 
     to be elected and no


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     shareholder shall have the right to cast votes in the aggregate or to 
     cumulate votes for the election of any director; provided, however, that 
     at any special meeting of stockholders called at the request of any holder
     of the Preference Stock entitled to make such a request pursuant to the
     provisions of Section 2A of Article Four and at the next and succeeding
     annual meetings of stockholders until termination of the voting powers of
     the Preference Stock, the holders of the Preference Stock, voting 
     separately as a class, shall be entitled to elect two directors of the 
     Corporation and the holders of the Common Stock shall be entitled to 
     elect the remaining directors of the Corporation in accordance with this 
     Section.

     6.   RESOLVED, that the Certificate of Incorporation of the Corporation 
     be amended by amending Article Nine, Section 4 to read in its entirety 
     as follows:

          Section 4.  At a meeting called expressly for that purpose, 
     directors may be removed in the manner provided in this Section.  Such 
     meeting shall be held at the registered office or principal business 
     office of the Corporation in this state or in the city or county of the 
     state in which the principal business office of the Corporation is 
     located.  The entire Board of Directors may be removed as provided in 
     Section 3 of Article Six of this Certificate of Incorporation.  If less 
     than the entire Board is to be removed, no one of the Directors may be 
     removed without cause.  Whenever the holders of the shares of any class 
     or series are entitled to elect one or more directors by the provisions 
     of this Certificate of Incorporation, the provisions of this section 
     shall apply, in respect of the removal of a director or directors so 
     elected, to the vote of the holders of the outstanding shares of that 
     class or series and not to the vote of the outstanding shares as a 
     whole.  This Section may not be repealed or amended in any respect, 
     unless such action is approved by the affirmative vote of the holders of 
     not less than 80% of the outstanding shares of Voting Stock (as defined 
     in Article Eight) of the Corporation.

     IN WITNESS WHEREOF, UtiliCorp United Inc. has caused this Certificate to 
be signed and attested by its duly authorized officers this 12th day of May, 
1998.


                                    UTILICORP UNITED INC.



(Corporate Seal)                    By: /s/ Dale J. Wolf
                                       -----------------------------------
                                    Name:  Dale J. Wolf
                                    Title: Vice President


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