<PAGE>

                               UTILICORP UNITED INC.

                                AMENDED AND RESTATED
                                      BY-LAWS

                                     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 first Wednesday in 
May, in each year, 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 
Chairman or the 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 a 
majority of all of the outstanding shares entitled to vote at such meeting.  
At any time after the vesting of voting power of the holders of the 
Preference Stock, a special meeting of the Stockholders shall be held upon 
the request in writing of any holder of the Preference Stock entitled to vote 
in which case the President, a Vice President or the Secretary shall call 
such meeting to be held not less than ten (10) days nor more than sixty (60) 
days after the receipt of such request. 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 designate some other place either 
within or out of 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 by leaving the same with him or her at his or her residence or usual 
place of business or by mailing it, postage prepaid and addressed to him or 
her at his or her address as it appears upon the books of the Corporation, 
not less than ten (10) nor more than sixty (60) days before 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


<PAGE>

such meeting, except as otherwise required by law, by the Certificate of 
Incorporation or by these By-Laws.

     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 By-Laws, 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 records of the 
meeting either before or after the holding thereof, waives such notice.

     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; provided, however, 
that at any special meeting of Stockholders called at the request of any 
holders of the Preference Stock pursuant to Section 2 of this Article I, and 
at the next and succeeding annual meetings of Stockholders until termination 
of such voting power of the Preference Stock, the holders of record of a 
majority of the shares of the Preference Stock issued and outstanding, 
present in person or represented by proxy, shall constitute a quorum for the 
election of such number of Directors as the holders of the Preference Stock 
may be entitled to elect at such special or annual meetings.  If, however, no 
such quorum shall be present or represented at any meeting of the 
Stockholders, the Stockholders entitled to vote thereat, present in person or 
by proxy, shall have the power to adjourn the meeting from time to time 
without notice other than announcement at the meeting, until the requisite 
amount of voting stock shall be present or represented.  At such adjourned 
meeting at which the requisite amount of voting stock shall be present or 
represented, any business may be transacted which might have been transacted 
at the meeting as originally called.  If adjournment is for more than thirty 
(30) days, or if after the adjournment a new record date is fixed for the 
adjourned meeting, a notice of the adjourned meeting shall be given to each 
Stockholder of record entitled to vote at the meeting.

     SECTION 5.  VOTING.  Except as otherwise provided by law or by the 
Certificate of Incorporation or these By-Laws, at every meeting of the 
Stockholders, each Stockholder shall be entitled to one vote, in person or by 
proxy, for each share of capital stock of the Corporation registered in his 
name on the books of the Corporation.  Provided, however, that at any special 
meeting of Stockholders called at the request of any holder of the Preference 
Stock pursuant to Section 2 of this Article I and at the next and succeeding 
annual meetings of Stockholders until termination of the voting power 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.  At all meetings of the Stockholders, all 
matters, except where other provisions are made by law


                                      2
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or by the Certificate of Incorporation or these By-Laws, shall be decided by 
the vote of a majority in interest of the Stockholders entitled to vote 
thereon, present in person or by proxy, at such meeting, a quorum being 
present.

     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 or her 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.

     SECTION 8.  INSPECTORS OF ELECTION.  The Corporation shall, in advance 
of any meeting of Stockholders, appoint one or more inspectors of election to 
act at the meeting and make a written report thereof.  The Corporation may 
designate one or more persons as alternate inspectors to replace any 
inspector who fails to act.  In the event that no inspector so appointed or 
designated is able to act at a meeting of Stockholders, the person presiding 
at the meeting shall appoint one or more inspectors to act at the meeting.  
Each inspector, before entering upon the discharge of his or her duties, 
shall take and sign an oath faithfully to execute the duties of inspector 
with strict impartiality and according to the best of his or her ability.  
The inspector or inspectors so appointed or designated


                                      3
<PAGE>

shall (i) ascertain the number of shares of capital stock of the Corporation 
outstanding and the voting power of each such share, (ii) determine the 
shares of capital stock of the Corporation represented at the meeting and the 
validity of proxies and ballots, (iii) count all votes and ballots, (iv) 
determine and retain for a reasonable period a record of the disposition of 
any challenges made to any determination by the inspectors, and (v) certify 
their determination of the number of shares of capital stock of the 
Corporation represented at the meeting and such inspectors' count of all 
votes and ballots.  Such certification shall specify such other information 
as may be required by law.  In determining the validity and counting of 
proxies and ballots cast at any meeting of Stockholders of the Corporation, 
the inspectors may consider such information as is permitted by applicable 
law.  No person who is a candidate for an office at an election may serve as 
an inspector at such election.

     SECTION 9.  CONDUCT OF MEETINGS.  The date and time of the opening and 
the closing of the polls for each matter upon which the Stockholders will 
vote at a meeting shall be announced at such meeting by the person presiding 
over the meeting.  The Board of Directors of the Corporation may adopt by 
resolution such rules or regulations for the conduct of meetings of 
Stockholders as it shall deem appropriate.  Except to the extent inconsistent 
with such rules and regulations as adopted by the Board of Directors, the 
chairman of any meeting of Stockholders shall have the right and authority to 
prescribe such rules, regulations and procedures and to do all such acts as, 
in the judgement of such chairman, are appropriate for the proper conduct of 
the meeting.  Such rules, regulations or procedures, whether adopted by the 
Board of Directors or prescribed by the chairman of the meeting, may include, 
without limitation, the following:  (1) the establishment of an agenda or 
order of business for the meeting; (2) rules and procedures for maintaining 
order at the meeting and the safety of those present; (3) limitation on 
attendance at or participation in the meeting to Stockholders of record of 
the Corporation, their duly authorized and constituted proxies or such other 
persons as the chairman shall permit; (4) restrictions on entry to the 
meeting after the time fixed for the commencement thereof; and (5) 
limitations on the time allotted to questions or comments by participants.  
Unless, and to the extent determined by the Board of Directors or the 
chairman of the meeting, meetings of Stockholders shall not be required to be 
held in accordance with rules of parliamentary procedure.

     SECTION 10.  NOTICE OF STOCKHOLDER PROPOSAL.  At a meeting of the 
Stockholders, only such business shall be conducted as shall have been 
properly brought before the meeting.  Any Stockholder who intends to bring 
any matter other than the election of Directors before a meeting of 
Stockholders and is entitled to vote on such matter shall deliver written 
notice of such Stockholder's intent to bring such matter before the meeting 
of Stockholders, either by personal delivery or by United States mail, 
postage pre-paid, to the Secretary of the Corporation.  Such notice must be 
received by the Secretary not later than the following dates:  (1) with 
respect to an annual meeting of


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Stockholders, 60 days in advance of such meeting if such meeting is to be 
held on a day which is within 30 days preceding the anniversary of the 
previous year's annual meeting or 90 days in advance of such meeting if such 
meeting is to be held on or after the anniversary of the previous year's 
annual meeting; and (2) with respect to any other annual meeting of 
Stockholders, or a special meeting of Stockholders the close of business on 
the tenth day following the date of public disclosure of the date of such 
meeting.


                                     ARTICLE II

                                 BOARD OF DIRECTORS

     SECTION 1.  NUMBER, TERM OF OFFICE, POWERS.  The Board of Directors of 
the Corporation shall consist of not less than three persons, the exact 
number of Directors to be fixed from time to time solely by the vote of not 
less than a majority of the Directors then in office, and shall be divided 
into three classes, Class A, Class B and Class C.  Each class shall be 
elected at successive annual meetings of Stockholders for a term of three 
years and shall be as nearly equal in number as possible.  At each annual 
meeting of Stockholders, the successors to the class of Directors whose term 
shall expire shall be elected to hold office for a term expiring at the third 
succeeding annual meeting.  Each Director shall hold office for the term for 
which he or she was elected and until his or her successor is elected and 
qualified or until his or her earlier resignation or removal; or, in the 
event of the vesting of voting power in the Preference Stock, until the 
election of his or her successor pursuant to the provisions of Article Four 
of the Certificate of Incorporation and the qualification of such new 
Director.  Any increase or decrease in the number of Directors shall be 
apportioned by the Board of Directors among the classes so as to make all 
classes as nearly equal in number as possible.  No decrease in the number of 
Directors shall shorten the term of any incumbent Director.  A Director who 
is chosen in the manner provided herein to fill a vacancy in the Board or to 
fill a newly-created directorship resulting from an increase in the number of 
Directors shall hold office until the next election of the class for which 
such Director shall have been chosen and until his or her successor is 
elected and qualified or until his or her earlier resignation or removal; or, 
in the event of the vesting of voting power in the Preference Stock, until 
the election of his or her successor pursuant to the provisions of Article 
Four of the Certificate of Incorporation and the qualification of such new 
Director.  Upon termination of the voting power of the Preference Stock, the 
terms of office of all Directors elected by the holders of such class shall 
forthwith terminate.

     Effective for Directors first elected or appointed to the Board of 
Directors on and after November 3, 1993, each Director of the Corporation 
upon attaining the age of 72 years shall be deemed to have submitted his or 
her resignation as a Director of this


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Corporation to be effective on the day such Director attains the age of 72 
years.  The continuation as a Director, election or reelection of a Director, 
by mistake or otherwise, in violation of the aforesaid policy, shall not, 
ipso facto, void such continuation, election or reelection, or nullify any 
action so taken by such person as a Director.

     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 By-Laws conferred 
upon or reserved to the Stockholders.  The Board of Directors shall keep full 
and fair account of its transactions.

     SECTION 2.  REGULAR MEETINGS.  Regular meetings of the Board of 
Directors may be held without notice at such time and at such place as may be 
fixed from time to time by the Board of Directors.

     SECTION 3.  SPECIAL MEETINGS.  Special meetings of the Board of 
Directors shall be held whenever called by the Secretary at the direction and 
upon the request of the Chairman of the Board, the Vice Chairman of the 
Board, the President, or by the Board of Directors by a vote at a meeting 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 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, which will be 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 By-Laws or by the call of such meeting.

     SECTION 4.  QUORUM.  At all meetings of the Board of Directors, a 
majority of the total number of the Directors as constituted from time to 
time 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 these 
By-Laws otherwise provided, a majority of such quorum shall decide any 
questions that may come before the meeting.  In the absence of a quorum at 
any meeting of the Board, such meeting need not be held, or a majority of the 
Directors present thereat, or, if no Director be present, the Secretary may 
adjourn such meeting from time to time until a quorum shall be present.  
Notice of any adjourned meeting need not be given.  At any such adjourned 
meeting at which a quorum shall be


                                      6
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present, any business may be transacted which might have been transacted at 
the meeting as originally notified.

     SECTION 5.  VACANCIES.  Vacancies occurring in the Board of Directors, 
through death, resignation, increase in the number of Directors, termination 
of the terms of office of Directors elected by the holders of the Preference 
Stock 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; provided, 
however, that so long as voting power is vested in the holders of the 
Preference Stock to elect Directors, any vacancy in Directors elected by the 
holders of Preference Stock may be filled by the remaining Director elected 
by the holders of the Preference Stock or, in the event of simultaneous 
vacancies among Directors elected by the holders of the Preference Stock, an 
election of the holders of the Preference Stock pursuant to the provisions of 
Article Four of the Certificate of Incorporation will be held, and any 
vacancies in the Directors elected by any other class or classes of stock may 
be filled by the remaining Director or Directors elected by such class or 
classes of stock.

     SECTION 6.  COMMITTEES.  The Board of Directors 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 7.  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 
communication 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 purpose of a 
quorum and any action thereat.

     SECTION 8.  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.


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     SECTION 9.  ELIGIBILITY TO MAKE NOMINATIONS.  Nominations of candidates 
for election as Directors at any meeting of Stockholders called for election 
of Directors (an "Election Meeting") may be made by the Nominating Committee 
of the Board of Directors or by any Stockholder entitled to vote at such 
Election Meeting.

     SECTION 10.  PROCEDURE FOR NOMINATIONS BY STOCKHOLDERS.  Any Stockholder 
entitled to vote for the election of a Director at an Election Meeting may 
nominate one or more persons for such election only if written notice of such 
Stockholder's intent to make such nomination is given, either by personal 
delivery or by United States mail postage pre-paid, to the Secretary of the 
Corporation.  Such notice must be received by the Secretary not later than 
the following dates:  (1) with respect to an annual meeting of Stockholders, 
60 days in advance of such meeting if such meeting is to be held on a day 
which is 30 days preceding the anniversary of the previous year's annual 
meeting or 90 days in advance of such meeting if such meeting is to be held 
on or after the anniversary of the previous year's annual meeting; and (2) 
with respect to any other annual meeting of Stockholders or a special meeting 
of Stockholders, the close of business on the tenth day following the date of 
public disclosure of the date of such meeting.  The written notice shall set 
forth (i) the name, age, business address and residence address of each 
nominee proposed in such notice, (ii) the principal occupation or employment 
of each such nominee, (iii) the number of shares of capital stock of the 
Corporation which are beneficially owned by each such nominee, and (iv) such 
other information concerning each such nominee as would be required, under 
the rules of the United States Securities and Exchange Commission in a proxy 
statement soliciting proxies for the election of such nominee as a Director.  
Such notice shall include a signed consent of each such nominee to serve as a 
Director of the Corporation, if elected.

     SECTION 11.  COMPLIANCE WITH PROCEDURES.  If the chairman of the 
Election Meeting determines that a nomination of any candidate for election 
as a Director was not made in accordance with the applicable provisions of 
these By-Laws, such nomination shall be void; provided, however, that nothing 
in these By-Laws shall be deemed to limit any class voting rights provided to 
holders of Preference Stock.

     SECTION 12.  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 therefor.


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                                    ARTICLE III

                                      OFFICERS


     SECTION 1.  ELECTION, TERM OF OFFICE, APPOINTMENTS.  The Board of 
Directors shall elect the following officers at its annual meeting:  a 
President, one or more Vice Presidents (hereinafter referred to as "elected 
Vice Presidents" and identified in this Section), a Secretary, one or more 
Assistant Secretaries, a Treasurer and one or more Assistant Treasurers.  The 
Board may also elect such other officers as may from time to time appear 
necessary or advisable in the conduct of the affairs of the Corporation, 
including, but not limited to, a Chairman of the Board and one or more Vice 
Chairmen of the Board.  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 9 of this Article III.  Any vacancy in any of the officer positions 
may be filled for the unexpired portion of the term by the Board of Directors 
at any regular or special meeting.  The Board of Directors may authorize the 
Chairman and/or the President to appoint and remove additional Vice 
Presidents and other subordinate officers.

          SECTION 2.  CHAIRMAN AND VICE CHAIRMEN.  The Chairman of the Board 
shall preside over meetings of the Stockholders and meetings of the Board of 
Directors and shall have additional powers and duties as may be prescribed by 
the Board of Directors.  The Chairman of the Board may sign and execute, in 
the name of the Corporation, all authorized deeds, mortgages, bonds, 
contracts or other instruments, and may cause to be formed or direct any 
subordinate officer to form subsidiary corporations or other legal entities 
of the Corporation, except in cases where the signing and execution thereof 
shall be expressly delegated to some other officer or agent of the 
Corporation, and he or she shall have such additional powers and duties as 
may be prescribed by the Board of Directors.  A Vice Chairman of the Board or 
President, when designated by the Chairman or by a majority of the Board of 
Directors, shall preside over meetings of the Stockholders and meetings of 
the Board of Directors in the absence of the Chairman of the Board.

     SECTION 3.  PRESIDENT AND VICE PRESIDENTS.  The President shall have 
general supervision and management over the business and policies of the 
Corporation.  The President or any elected Vice President may sign and 
execute, in the name of the Corporation, all authorized deeds, mortgages, 
bonds, contracts or other instruments and may cause to be formed or direct 
any subordinate officer to form subsidiary corporations or other legal 
entities of the Corporation, except in cases in which the signing and 
execution thereof shall have been expressly delegated to some other officer 
or agent of


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the Corporation.  The President or any Vice President may sign, with the 
Treasurer or an Assistant Treasurer, or with any Secretary or Assistant 
Secretary, certificates of stock of the Corporation.  The President and Vice 
President shall have such additional powers and duties as may be prescribed 
by the Board of Directors.  In the case of Vice Presidents appointed by the 
Chairman and/or President, such Vice President shall have such powers and 
duties as may be prescribed by the Chairman and/or President.

     SECTION 4.  CHIEF OFFICERS.  The Board of Directors may designate either 
the Chairman of the Board or the President as Chief Executive Officer.  The 
Chief Executive Officer shall have overall responsibility for the management 
of the business of the Corporation and the establishment of its policies.  
The Board of Directors may designate any elected officer as Chief Operating 
Officer. The Chief Operating Officer shall have overall operational 
responsibility for the Corporation.  The Board of Directors may designate any 
elected Vice President as Chief Financial Officer.  The Chief Financial 
Officer shall have overall responsibility for the financial and accounting 
operations of the Corporation.

     SECTION 5.  SECRETARY.  The Secretary and any Assistant Secretary shall 
be sworn to the faithful discharge of his or her duty and shall record the 
proceedings of the meetings of the Stockholders and of the Board of 
Directors, in books provided for that purpose; he or she shall see that all 
notices are duly given in accordance with the provisions of these By-Laws, or 
as required by law; he or she shall be custodian of the records and of the 
corporate seal or seals of the Corporation; he or she shall see that the 
corporate seal is affixed to all documents, the execution of which, on behalf 
of the Corporation, under its seal, is duly authorized, and when so affixed 
may attest the same; he or she may sign, with the Chairman, President or an 
elected Vice President, certificates of stock of the Corporation; and, in 
general, he or she shall perform all duties incident to the office of a 
Secretary of a corporation, and such other duties as, from time to time, may 
be assigned to him or her by the Board of Directors.

     SECTION 6.  TREASURER.  The Treasurer shall have charge of and be 
responsible for all funds, securities, receipts and disbursements of the 
Corporation, and shall deposit or cause to be deposited, in the name of the 
Corporation, all moneys or other valuable effects in such banks, trust 
companies or other depositories as shall, from time to time, be selected by 
the Board of Directors; he or she shall render to the Chairman of the Board 
or President and to the Board of Directors, whenever requested, an account of 
the financial condition of the Corporation; he or she may sign, with the 
Chairman, President or any elected or appointed Vice President, certificates 
of stock of the Corporation; and, in general, he or she shall perform all 
duties incident to the office of a Treasurer of a corporation, and such other 
duties as, from time to time, may be assigned to him or her by the Board of 
Directors.  Any Assistant Treasurer elected by the Board of Directors shall 
execute in the capacity of Assistant Treasurer in the absence or direction of 
the Treasurer.


                                      10
<PAGE>

     SECTION 7.   OFFICERS HOLDING TWO OR MORE OFFICES.  Any two of the above 
mentioned offices may be held by the same person, except that one person may 
not hold the offices of President and Vice President, 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 Incorporation 
or by these By-Laws, to be executed, acknowledged or verified by any two or 
more officers.

     SECTION 8.  COMPENSATION.  The Board of Directors shall have the power 
to fix the compensation of all officers of the Corporation.

     SECTION 9.  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 AND UNCERTIFICATED SHARES.  Certificates 
representing stock in the Corporation shall be signed in the name of and for 
and on the behalf of the Corporation by the Chairman of the Board, 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; provided, however, that where such certificate is countersigned 
by a transfer agent, other than the Corporation or its employee, or by a 
registrar, other than the Corporation or its employee, any other signature on 
such certificate may be a facsimile, engraved, stamped or printed.  In case 
an officer or officers who shall have signed, or whose facsimile signature or 
signatures shall have been used on, any such certificate or certificates 
shall cease to be such officer or officers whether because of death, 
resignation, or otherwise, before such certificate or certificates shall have 
been delivered by the Corporation, such certificate or certificates may 
nevertheless be issued and delivered as though the person or persons who 
signed such certificate or certificates or whose facsimile signature shall 
have been used thereon had not ceased to be such officer or officers.  Stock 
certificates shall be in such form, not inconsistent with law or with the 
Certificate of Incorporation, as shall be approved by the Board of Directors.

     The powers, designations, preferences and relative, participating, 
optional or other special rights of each class of stock or series thereof and 
the qualifications, limitations or restrictions of such preferences and/or 
rights shall be set forth in full or summarized on


                                      11
<PAGE>

the face or back of the certificate which the Corporation shall issue to 
represent such class or series of stock, provided that, except as otherwise 
provided in Section 202 of the General Corporation Law of Delaware, in lieu 
of the foregoing requirements, there may be set forth on the face or back of 
the certificate which the Corporation shall issue to represent such class or 
series of stock, a statement that the Corporation will furnish without charge 
to each Stockholder who so requests the powers, designations, preferences and 
relative, participating, optional or other special rights of each class of 
stock or series thereof and qualifications, limitations or restrictions of 
such preferences and/or rights.

     The Board of Directors may provide by resolution or resolutions that 
some or all of any or all classes or series of the stock of the Corporation 
shall be uncertificated shares.  Within a reasonable time after the issuance 
or transfer of any uncertificated shares, the Corporation shall send to the 
requested owner thereof any written notice prescribed by the General 
Corporation Law of Delaware.

     SECTION 2.  TRANSFER OF SHARES.  Transfers of stock shall be made upon 
the books of the Corporation 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, in the case of shares represented by 
certificates, upon surrender of the certificate.

     SECTION 3.  TRANSFER AGENTS AND REGISTRARS.   The Corporation may have 
one or more transfer agents and one or more registrars of its stock, whose 
respective duties the Board of Directors may, from time to time, define.  In 
the case of shares represented by certificates, no certificate of stock shall 
be valid until countersigned by a transfer agent, if the Corporation has a 
transfer agent, or until registered by a registrar, if the Corporation has a 
registrar. The Board of Directors may designate the same person or 
corporation as registrar and transfer agent.

     SECTION 4.  RECORD DATES.  The Board of Directors is hereby authorized 
to fix in advance a date, not exceeding sixty (60) days and not less than ten 
(10) days preceding (1) the date of any meeting of Stockholders, (2) the date 
for the payment of any dividend, (3) the date for the allotment of rights, or 
(4) the date when any change or conversion or exchange of capital stock shall 
go into effect, as a record date for the determination of the Stockholders 
entitled to notice of, or to vote at, any such meeting, or entitled to 
receive payment of any such dividend, or to any such allotment of rights, or 
to exercise the rights in respect of any such change, conversion or exchange 
of capital stock, and in such case such Stockholders and only such 
Stockholders, as shall be Stockholders of record on the date so fixed, shall 
be entitled to such notice of, and to vote at such meeting, or any 
adjournment thereof, or to receive payment of such dividend, or to receive 
such allotment of rights, or to exercise such rights, as the case may be, 
notwithstanding any transfer of any shares on the books of the Corporation 
after any such


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<PAGE>

record date fixed aforesaid.  In any case in which the Board of Directors 
does not fix a record date as aforesaid, the determination of the 
Stockholders entitled to notice of and to vote at such a meeting of 
Stockholders, or to receive such dividends or rights, as the case may be, 
shall be made in accordance with Section 213 of the General Corporation Law 
of Delaware.

     SECTION 5.  MUTILATED, LOST OR DESTROYED CERTIFICATES.  The Board of 
Directors or any officer of the Corporation to whom the Board of Directors 
has delegated authority, or failing such delegation, the Secretary of the 
Corporation, may authorize any transfer agent of the Corporation to issue, 
and any registrar of the Corporation to register, at any time and from time 
to time unless otherwise directed, a new certificate or certificates of stock 
in the place of a certificate or certificates theretofore issued by the 
Corporation, alleged to have been lost, destroyed or mutilated, upon 
surrender of the mutilated certificate, or in the case of loss or destruction 
of the certificate, upon receipt by the transfer agent of evidence of such 
loss or destruction, which may be the affidavit of the applicant; a bond 
indemnifying the Corporation and any transfer agent and registrar of the 
class of stock involved against claims that may be made against it or them on 
account of the lost or destroyed certificate or the issuance of a new 
certificate, of such kind and in such amount as the Board of Directors shall 
have authorized the transfer agent to accept generally or as the Board of 
Directors or an authorized officer shall approve in particular cases; and any 
other documents or instruments that the Board of Directors or an authorized 
officer may require from time to time to protect adequately the interest of 
the Corporation.  A new certificate may be issued without requiring any bond 
when, in the judgment of the Directors, or such authorized officer, it is 
proper to do so.


                                     ARTICLE V

                               DIVIDENDS AND FINANCE

     SECTION 1.  DIVIDENDS.  Subject to the provisions of the Certificate of 
Incorporation, and of any bonds or indentures securing bonds of the 
Corporation, the Board of Directors may, in its discretion, declare what, if 
any, dividends shall be paid upon the stock of the Corporation, or upon any 
class of such stock.  Except as otherwise provided by the Certificate of 
Incorporation, dividends shall be payable upon such dates as the Board of 
Directors may designate.  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 fund to meet contingencies, or for equalizing dividends, 
or for payment as a sinking fund to retire bonds of the Corporation, or for 
repairing or maintaining any property of the Corporation, or for such other 
purpose as the Directors shall think conducive to the


                                      13
<PAGE>

interests of the Corporation, and the Directors may abolish any such reserve 
in the manner in which it was created.

     SECTION 2.  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.


                                     ARTICLE VI

                                 SUNDRY PROVISIONS

     SECTION 1.  SEAL.  The Corporate Seal of the Corporation 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 2.  BOOKS AND RECORDS.  The Board of Directors may determine 
from time to time whether and, if allowed, when and under what conditions and 
regulations, the books and records of the Corporation, or any of them, shall 
be open to the inspection of Stockholders, and the rights of Stockholders in 
this respect are and shall be limited accordingly, except as otherwise 
provided by statute.  Under no circumstances shall any Stockholder have the 
right to inspect any books or records or receive any statement for an illegal 
or improper purpose.

     SECTION 3.  VOTING  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 by the Chairman, President, Secretary or Assistant Secretary of 
the Corporation or any officer of the Corporation authorized by the Chairman 
or President or by any 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 who 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 attorney's 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,


                                      14
<PAGE>

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 of 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 unlawful.  The Corporation shall advance 
the costs and expenses (including attorney's 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 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.  Subject to the provisions of Article Seven of 
the Certificate of Incorporation, these By-Laws, 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.  DIVISIONS.  The Board of Directors may from time to time 
designate and organize certain geographical areas of the utility operations 
and business of the Corporation as Divisions of the Corporation.  The Board 
of Directors may cause such Divisions to operate and conduct business by 
names other than the name of the Corporation if lawful to do so.

     SECTION 7.  REGISTERED OFFICE AND REGISTERED AGENT.  The location of the 
registered office and the name of the registered agent of the Corporation in


                                      15
<PAGE>

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 8.  CORPORATE OFFICES.  The Corporation may have such other 
corporate offices and places of business anywhere within or out of the State 
of Delaware as the Board of Directors may from time to time designate or the 
business of the Corporation may require.




                                       /s/ Dale Wolf


Date: May 5, 1998


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