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                          UTILICORP UNITED INC.

                                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 at Kansas City, Missouri, or at such other
locations as the Board of Directors may designate, on the first Wednesday in
May, in each year, beginning in the year 1987, 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. 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 at 911 Main, Kansas
City, Missouri except in cases in which the calls therefor 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 such meeting, except as otherwise

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required by law, by the Certificate of Incorporation or by the 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.  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 By-Laws otherwise provided, a majority of the votes
shall be sufficient to elect and to pass any measure. At all elections of
Directors of the Corporation, each Stockholder shall be entitled to as many
votes as shall equal the number of his shares of stock multiplied by the
number of Directors to be elected, and each Stockholder may cast all of such
votes for one candidate or may distribute them among two or more candidates
as such Stockholder may see fit, and the

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candidates receiving the highest number of votes shall be deemed to be
elected as Directors; 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.


     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.

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     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 shall (i) ascertain the
number of shares of capital stock of the Corporation outstanding and the
voting power of each such share, (ii) determined 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


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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
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 State 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 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 terms 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

* See sheet attached after page #6

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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 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 Directors shall have been chosen and until
his or her successor is elected and qualified or 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.

     Directors need not be Stockholders.  The business and property of the
Corporation shall be conducted and managed by its Board of Directors, which
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.   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 at the place where such meeting of
Stockholders was held or at such other place as the Board of Directors shall
determine. Notice of such meeting need not be given.

     SECTION 3.   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 4.  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, any Vice President, 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


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*

Pursuant to Board action of November 2, 1993, the following new paragraph is
added as the second paragraph of Section 1, Article II:

     "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 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."



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electronic or facsimile transmission. It shall not be a 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
By-Laws 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 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, 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, 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 7.   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


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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
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 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.   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 Board
of Directors or by any Stockholder entitled to vote at such Election Meeting.

     SECTION 11.   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,

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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 12.   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 13.   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.

     * SECTION 14.   ADVISORY BOARDS OF DIRECTORS.  The Board of Directors may
elect an Advisory Board of Directors for each division of the Corporation.
Each member of an Advisory Board shall be known individually as an Advisory
Director. Each Advisory Director shall hold office from the time of his
appointment or election until the next meeting of the Board of Directors
which follows the annual meeting of Stockholders, or until he shall have
resigned, or until he shall have been removed with or without cause by a vote
of a majority of the entire Board of Directors at any of its meetings or by
the Chief Executive Officer. Advisory 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
meeting thereof. Nothing in this section shall be construed to preclude an
Advisory Director from serving the Corporation in any other capacity and
receiving compensation therefor.

* Delete entire Section 14 pursuant to Board action on May 2, 1995.


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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, a Secretary and a Treasurer. 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, including, but not limited to,
a Chairman of the Board, a Vice Chairman of the Board, one or more Division
Presidents, and one or more Division Vice Presidents. 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. The term "Vice
President" shall include Executive Vice Presidents, Senior Vice Presidents
and Assistant Vice Presidents and the titles of Vice Presidents may be
limited by the Board of Directors by words describing particular functional
areas of responsibility. The term "Division Vice President" shall include
Division Executive Vice Presidents, Division Senior Vice Presidents and
Division Assistant Vice Presidents and the titles of Division Vice Presidents
may be limited by the Board of Directors by words describing particular
functional areas of responsibility.

     *** SECTION 2.   CHAIRMAN AND VICE CHAIRMAN.  The Chairman of the Board,
if elected, or failing election, the President, 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 Vice Chairman of the Board, if elected, or failing election, the
President, shall preside over meetings of the Stockholders and meetings of
the Board of Directors in the absence of the Chairman of the Board. The
Chairman of the Board or the Vice Chairman of the Board may sign and execute,
in the name of the Corporation, all authorized deeds, mortgages, bonds,
contracts or other instruments, except in cases in which the signing and
execution thereof shall have been 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.

     SECTION 3.   PRESIDENT AND VICE PRESIDENTS.  The President shall have
general supervision and management over the business and policies of the
Corporation. The President

* See attached sheet
** See attached sheet
*** See attached sheet
**** See attached sheets

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*
Pursuant to Board action of May 4, 1993, the fifth sentence of Section 1,
Article III is amended to read as follows:

     The term "Vice President" shall include Executive Vice Presidents,
     Managing Executive Vice Presidents, Senior Vice Presidents, Managing Senior
     Vice Presidents and Assistant Vice Presidents and the titles of Vice
     Presidents may be limited by the Board of Directors by words describing
     particular functional areas of responsibility.

<PAGE>

**
Pursuant to Board action of November 2, 1993, Section 1, Article III is
hereby amended by deleting in the ninth line thereof the words "a Vice
Chairman of the Board" and inserting in lieu thereof "one or more Vice
Chairmen of the Board."



***
Pursuant to Board action of November 2, 1993, Section 2, Article III is
hereby amended to read in its entirety as follows:

     "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, 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, 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."


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****
Pursuant to Board action of May 2, 1995, Article III is deleted in its
entirety and replaced with the following new Article III:

                               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 offices 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 President to appoint and remove
     additional Vice Presidents and to prescribe the powers and duties
     thereof.

          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, except in cases in which
     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, 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 ELECTED 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, except in cases
     in which the

<PAGE>

     signing and execution thereof shall have been expressly delegated to
     some other officer or agent of the Corporation. The President or any
     elected 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 elected Vice Presidents
     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
     President, such Vice Presidents shall have such powers and duties as may
     be prescribed by the 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 Vice President 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 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 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. Any Assistant
     Secretary elected by the Board of Directors may have such additional
     powers and duties as may be prescribed 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
     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 President or an elected Vice President, certificates of

<PAGE>

     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 may have such additional powers and duties as may be prescribed
     by the Board of Directors.

         SECTION 7.   OFFICERS HOLDING TWO OR MORE OFFICES.  Any two or more
     of the above mentioned offices may be held by the same person, except that
     one person may not hold the office 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.

         The By-Laws of the Company are hereby amended by deleting in its
     entire Section 14 of Article II, entitled "Advisory Board of Directors."


<PAGE>

or any Vice President may sign and execute, in the name of the Corporation,
all authorized deeds, mortgages, bonds, contracts or other instruments,
except in cases in which the signing and execution thereof shall have been
expressly delegated to some other officer or agent of 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.

     SECTION 4.   DIVISION PRESIDENTS AND DIVISION VICE PRESIDENTS.  Each
Division President shall have general supervision and management over the
business of the Division to which he or she has been assigned by the Board of
Directors and shall manage and supervise the Division in accordance with
policies of the Corporation. Any Division President or any Division Vice
President may sign and execute, in the name of the Corporation, all
authorized deeds, contracts, or other instruments pertaining to the Division
to which he or she has been assigned. Division Presidents or any Division
Vice Presidents shall have such additional powers and duties as may be
prescribed by the Board of Directors.

     SECTION 5.   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 Vice President as Chief
Operating Officer. The Chief Operating Officer shall have overall operational
responsibility for the Corporation. The Board of Directors may designate any
Vice President as Chief Financial Officer. The Chief Financial Officer shall
have overall responsibility for the financial and accounting operations of
the Corporation.

     SECTION 6.   SECRETARY.  The 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 President or a Vice President, certificates of stock of
the Corporation; and, in general, he or she shall perform all

                                   11

<PAGE>

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 7.   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 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 President or a 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.

     SECTION 8.   SUBORDINATE OFFICERS.  The Board of Directors may elect or
appoint such subordinate officers as it may deem desirable, including but not
limited to one or more Assistant Secretaries, one or more Assistant
Treasurers, one or more Division Assistant Secretaries and a Division
Treasurer. Each such officer shall hold office for such period, have such
authority and perform such duties as the Board of Directors may prescribe.
The Board of Directors may authorize any officer to appoint and remove
subordinate officers and prescribe the powers and duties thereof.

     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 Incorporation or by these By-Laws, to be
executed, acknowledged or verified by any two or more officers.

     SECTION 10.   COMPENSATION.  The Board of Directors shall have the power
to fix the compensation of all officers of the Corporation. It may authorize
any officer, upon whom the power of appointing subordinate officers may have
been conferred, to fix the compensation of such subordinate officers.

     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.

                                   12

<PAGE>

                               ARTICLE IV

                                  STOCK

     SECTION 1.   CERTIFICATES.  Each Stockholder shall be entitled to a
certificate or certificates certifying the number and kind of share 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; 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 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.


   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


                                   13

<PAGE>

of proper evidence of succession, assignment or authority to transfer and
upon surrender of the certificate therefor.

     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. 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 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

                                   14

<PAGE>

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 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


                                   15

<PAGE>

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.   INDEMNITY BONDS.  The Board of Directors may require any
officer, agent or employee of the Corporation to give a bond to the
Corporation, conditioned upon the faithful discharge of his duties, with one
or more sureties in such amount as may be satisfactory to the Board of
Directors.

     SECTION 4.   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 President of the Corporation or any officer of the
Corporation authorized by the President or by any officer or nominee of the
Corporation when authorized by the Board of Directors.

     SECTION 5.   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, administrative or investigative, and whether
brought by or in the right of the Corporation to procure a judgement 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

                                   16

<PAGE>

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 6.   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 7.   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 8.   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

                                   17

<PAGE>

on file in the appropriate public offices of the state of Delaware pursuant
to applicable provisions of law.

     SECTION 9.   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.



                                                      DALE J. WOLF
                                           ---------------------------------



Date: November 6, 1991



D9




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