<PAGE>

                                                                    Exhibit 3(a)

                          CERTIFICATE OF INCORPORATION

                                       OF

                              UTILICORP UNITED INC.


                                  Article One

     The name of the Corporation is UtiliCorp United Inc.


                                  Article Two

     The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.


                                 Article Three

     Section 1.     The nature of the business or purpose to be conducted or
promoted by the Corporation is:

          a. To carry on the general business of an electric light, heat and
     power company in all of its branches and to generate, purchase, transmit,
     distribute, sell and supply electric energy for light, heat, power and
     other purposes; to acquire by construction, purchase, lease or otherwise
     and to operate facilities necessary or useful for the above purposes; and
     to buy, sell and deal in appliances and articles of merchandise for the use
     and consumption of electric energy;

          b. To manufacture, produce, acquire, use, supply, buy and sell gas,
     either natural or artificial, for heat, light, power and other purposes,
     and to manufacture, produce, acquire, use, supply, buy, sell and lease gas
     and vapor manufacturing machines and inventions; to manufacture, produce,
     acquire, use, supply, buy, sell and lease gas and vapor consuming machines
     for utilizing gas or vapor as a fuel or as light, heat or power, and
     lighting devices and heat and light regulating and saving inventions; to
     buy, sell and refine oil and other materials for the manufacturing of gas
     or vapor or for the production of heat, light and power; and to carry on
     all the businesses that are usual or may be conveniently carried on by gas
     companies;

          c. To manufacture ice for sale, and to generally deal in the same, and
     to engage in the business of cold storage and freezing of perishable
     merchandise; to acquire and operate ice manufacturing plants; to provide
     cold or other storage rooms of such cold or general storage capacity as may
     be deemed advisable or necessary to the successful conduct of the business
     of caring for and freezing perishable goods;


                                       1
<PAGE>

          d. To acquire water by purchase, development or otherwise; to buy,
     own, hold, or in any manner acquire franchises, contracts, rights or water
     permits to carry on the business of supplying water to cities, towns,
     municipalities, buildings and places both public and private; to construct,
     buy, sell, lease, rent or in any manner acquire and maintain reservoirs,
     water towers and pumping stations, machinery and equipment of any and all
     kinds;

          e. To acquire, own, contract, erect, lay down, manage, maintain,
     operate, enlarge, alter, work and use all such lands, buildings, easements,
     gas, electric and other works, machinery, plant, stock, pipes, lamps,
     motors, fittings, meters, apparatus, appliances, materials and things, and
     to supply all such materials, products and things as may be necessary,
     incident or convenient in connection with the production, use, storage,
     regulation, measurement, supply and distribution of any of the products of
     the Corporation;

          f. To carry on and conduct a general utility management and
     engineering and a general contracting business, including therein the
     designing, planning, constructing, enlarging, repairing, removing or
     otherwise engaging in any works upon buildings, works, roads, highways,
     plants, bridges, piers, docks, mines, shafts, reservoirs, waterworks,
     tanks, railway structures, and all iron, steel, wood, masonry, and earth
     construction, and to undertake, perform, extend and receive any contracts
     or assignments of contracts therefor; to carry on the general business of
     appraisers, valuators and estimators for property, both real and personal;

          g. To purchase, acquire, hold, sell, exchange, pledge, hypothecate, or
     otherwise dispose of the stocks, bonds, notes, securities, debentures or
     other evidences of indebtedness, and obligations of any person, persons,
     firm, co-partnership or association, or of any private, public,
     quasi-public or municipal corporation, domestic or foreign, or of any
     domestic or foreign state, government or governmental authority, or of any
     political or administrative subdivision or department thereof, and more
     particularly corporations transacting a like or similar business, and all
     trust, participation or other certificates of, or receipts evidencing
     interest in any such stocks, bonds, or other evidences of indebtedness or
     interest therein, to exercise all the rights, powers and privileges of
     ownership, including the right to vote thereon for any and all purposes;

          h. To buy, purchase, otherwise acquire, and to hold, cancel, retire,
     reissue or otherwise dispose of the shares of the capital stock, bonds,
     notes, debentures, debenture bonds and other obligations of the
     Corporation, from time to time, to such extent, at such price, and in such
     manner and upon such terms as the Board of Directors of the Corporation
     shall from time to time determine;

          i. To apply for, purchase, or in any manner to acquire, and to hold,
     own, use and operate, and to sell or in any manner dispose of, and to
     grant, license other rights in respect of, and in any manner deal with, any
     and all rights, inventions, improvements and processes used in connection
     with or secured under letters patent or copyrights of the United States or
     other countries or otherwise to work, operate or develop the same, and to


                                       2
<PAGE>

     carry on any business, manufacturing or otherwise, which may directly or
     indirectly effectuate these objects or any of them;

          j. To purchase, lease or otherwise acquire and to hold, own, sell or
     dispose of real and personal property of all kinds and in particular lands,
     buildings, business concerns and undertakings, shares of stock, mortgages,
     bonds, debentures and other securities, merchandise, book debts and claims,
     trademarks, trade names, patents and patent rights, copyrights and any
     interest in real or personal property;

          k. To borrow money for its corporate purposes, and to make, accept,
     endorse, execute and issue promissory notes, bills of exchange, bonds,
     debentures, or other obligations, from time to time, for the purchase of
     property or for any purpose in or about the business of the Corporation,
     and, if deemed proper, to secure the payment of any such obligations by
     mortgage, pledge, deed of trust or otherwise;

          l. To acquire, and to carry over as a going concern and thereafter to
     carry on, the business of any person, firm or corporation engaged in any
     business which the Corporation is authorized to carry on, and in connection
     therewith to acquire the good will and all or any of the assets and to
     assume or otherwise provide for all or any of the liabilities of the
     Corporation;

          m. To sell, improve, manage, develop, lease, mortgage, dispose of or
     otherwise turn to account or deal with all or any part of the property of
     the Corporation;

          n. To do all and everything necessary, suitable and proper for the
     accomplishment of any of the purposes or the attainment of any of the
     objects or the furtherance of any of the powers hereinbefore set forth,
     either alone or in association with other corporations, firms, or
     individuals, and to do every other act or acts, thing or things incident or
     appurtenant to or growing out of or connected with the aforesaid business
     or powers or any part or parts thereof, provided the same be not
     inconsistent with the laws under which the Corporation is organized;

          o. The business or purpose of the Corporation is from time to time to
     do any or more of the acts and things hereinabove set forth, and it shall
     have power to conduct and carry on its said business, or any part thereof,
     and to have one or more offices, and to exercise all or any of its
     corporate powers and rights, in the State of Delaware, and in the various
     other states, territories, colonies and dependencies of the United States,
     in the District of Columbia, and in all or any foreign countries, to the
     extent permitted by the laws of such states, territories, colonies,
     dependencies, districts and countries.

     Section 2.    In addition to the powers and privileges conferred upon the
Corporation by law and those incidental thereto, the Corporation shall possess
and may exercise all the powers and privileges which are necessary or convenient
to the conduct, promotion or attainment of the business or purposes of the
Corporation.

                                       3
<PAGE>

                                 Article Four

     Section 1.    The total number of shares of stock which the Corporation
shall have authority to issue is Sixty Million (60,000,000) shares, of which
Fifty Million (50,000,000) shares shall be common stock, of the par value of One
Dollar ($1.00) per share (hereinafter referred to as "Common Stock"), and Ten
Million (10,000,000) shares shall be preference stock, without par value
(hereinafter referred to as "Preference Stock").

     Section 2.    The designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions of the shares of each class of
stock are as follows:

A. PREFERENCE STOCK

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

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

     (b)  the dividend rate thereof;

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

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

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

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

     (g)  the amounts payable thereon upon the involuntary liquidation,
dissolution or winding up of the corporation, provided, that in the case of
shares of the $2.4375 Preference Stock the amount so payable shall be the amount
fixed by Section (3) of this Division A.

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

     (2)  DIVIDENDS. (a) The shares of Preference Stock shall be senior to the
Common Stock as to the payment of dividends. Dividends on shares of Preference
Stock shall be payable at a rate fixed by resolution of the Board of Directors
prior to the issuance of such shares, but only when and as declared by the Board
of Directors out of funds legally available for the payment of dividends.

                                       4
<PAGE>

     (b) Said dividends shall be payable quarterly on March 1, June 1, September
1 and December 1 of each year or otherwise as the Board of Directors may
determine to shareholders of record as of a date, not exceeding sixty (60) days
and not less than ten (10) days preceding such dividend payment dates, to be
fixed by the Board of Directors; dividends at the rate fixed by the Board of
Directors on any series of Preference Stock shall be cumulative from a date
fixed by the Board of Directors prior to the issuance of such shares. The
holders of the Preference Stock shall not be entitled to receive any dividends
thereon out of net profits or surplus earnings other than dividends established
pursuant to the provisions of this subsection (b) of this Section 2.

     (3) LIQUIDATION PREFERENCES. The shares of Preference Stock shall be senior
to the Common Stock upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, until there shall have been paid in respect of
the shares of the Preference Stock the liquidation price as fixed and determined
in this Section 3. The amount then payable upon redemption, as determined in
Section 4(a), shall be payable upon any voluntary liquidation, dissolution or
winding up of the Corporation. The liquidation price upon any involuntary
liquidation, dissolution or winding up of the Corporation for any shares of the
$2.4375 Preference Stock shall be the original public offering price (not
including accrued dividends, if any), and for any shares of any series other
than the $2.4375 Series shall be the amount established by the Board of
Directors by resolution prior to or at the time of issue of such series, plus in
either case an amount, if any, by which an amount equivalent to the annual
dividend upon such shares from the date upon which dividends thereon became
cumulative to the date of liquidation, dissolution or winding up of the
Corporation exceeds the dividends actually paid thereon or declared and set
apart for payment thereon from such date to the date of liquidation, dissolution
or winding up of the Corporation. The Preference Stock shall not receive any
share in any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation in excess of the aggregate amount above specified.

     (4) REDEMPTION. (a) Prior to the time the Preference Stock, or any series
thereof, is issued, the Board of Directors, by a resolution adopted by a
majority vote of a quorum, shall determine, for such series whether such shares
can be redeemed and, if so, when the shares can be redeemed, the redemption
prior or prices and the terms and conditions of redemption not otherwise
established by the Corporation's Certificate of Incorporation. By a majority
vote of a quorum of the Board of Directors of the Corporation, any redeemable
shares of Preference Stock, or any series thereof, may be redeemed in whole or
in part at the applicable redemption price, as fixed by the Board of Directors
prior to the issuance of such shares, plus the amount, if any, by which an
amount equivalent to the annual dividend upon such shares from the date upon
which dividends thereon became cumulative to the date of redemption exceeds the
dividends actually paid thereon or declared and set apart for payment thereon
from such date to the date of redemption. If, pursuant to such vote, less than
all of the shares of any series of the Preference Stock are to be redeemed, the
shares to be redeemed may, as determined by the Board of Directors in the
resolution calling such shares for redemption, be selected either pro rata among
the holders thereof or by lot, in such manner as the Board of Directors of the
Corporation shall determine, by a bank or trust company chosen for that purpose
by the Board of Directors of the Corporation.

     (b) Notice of the intention of the Corporation to redeem shares of the
Preference Stock or any series thereof shall be mailed at least thirty (30) days
before the date of redemption

                                       5
<PAGE>

to each holder of record of the shares to be redeemed, at his last known post
office address as shown by the records of the Corporation. At any time after
such notice has been mailed as aforesaid, the Corporation may deposit the
aggregate redemption price (or the portion thereof not already paid in the
redemption of shares so to be redeemed) with any bank or trust company in the
City of Kansas City, Missouri, City of Chicago, Illinois, or in the City of New
York, New York, named in such notice, payable in amounts aforesaid to the
respective orders of the record holders of the shares so to be redeemed, on
endorsement and surrender of their certificates, and thereupon said holders
shall cease to be shareholders with respect to said shares and from and after
the making of such deposit, said holders shall have no interest in or claim
against the Corporation with respect to said shares, but shall be entitled only
to receive said moneys from said bank or trust company with interest, if any,
allowed by such bank or trust company on such moneys deposited as provided in
this Subsection (b), on endorsement and surrender of their certificates as
aforesaid.

     (c) Any moneys so deposited, plus interest thereon, if any, and remaining
unclaimed at the end of six years from the date fixed for redemption, if
thereafter requested by resolution of the Board of Directors of the Corporation,
shall be repaid to the Corporation and in the event of such repayment to the
Corporation, such holders of records of the shares so redeemed as shall not have
made claim against such moneys prior to such repayment to the Corporation shall
be deemed to be unsecured creditors of the Corporation for an amount without
interest equivalent to the amount deposited, plus interest thereon, if any,
allowed by such bank or trust company, as above stated, for the redemption of
such shares and so paid to the Corporation.

     (5) VOTING RIGHTS. (a) Unless and until dividends payable on any shares of
Preference Stock shall be in arrears in an amount equivalent to one and one-half
times the annual dividend, or more, per share, the holders of the Preference
Stock shall have no voting power or rights, except as otherwise provided herein
or by law. If and when dividends payable on any shares of Preference Stock shall
be in arrears in an amount equivalent to one and one-half times the annual
dividend or more, per share, and thereafter until all dividends on Preference
Stock in arrears shall have been paid, the holders of the Preference Stock,
voting as a single class separate from the holders of all other classes of
capital stock, shall be entitled to elect two directors. The terms of office, as
directors, of all persons who may be directors of the Corporation shall
terminate upon the election of directors by the holders of the Preference Stock.
The holders of the Common Stock shall have the right to elect the remaining
directors of the Corporation. If the holders of the Preference Stock have not
exercised their right to elect directors of the Corporation because of the lack
of a quorum consisting of the holders of a majority of the Preference Stock,
then the said directors shall be elected by the directors whose term of office
is thus terminated; and in that event, such elected directors shall hold office
for the interim period, pending such time as a quorum of the holders of the
Preference Stock shall be present at a meeting held for the election of
directors.

     (b) If and when all dividends then in arrears on the Preference Stock, then
outstanding, shall be paid (and such dividends shall be declared and paid out of
any funds legally available therefor as soon as reasonably practicable), the
holders of the Preference Stock shall be divested of any special right with
respect to the election of directors and the voting power of the holders of the
Preference Stock and the Common Stock shall revert to the status existing before
the first dividend payment date on which dividends on any shares of the
Preference Stock were

                                       6
<PAGE>

not paid in full; but always subject to the same provisions for vesting such
special rights in the holders of the Preference Stock in case of further like
arrears in payment of dividends thereon. Upon the termination of any such
special voting right, the terms of office of all persons who may have been
elected directors of the Corporation by vote of the holders of the Preference
Stock, as a class, pursuant to such special voting right shall forthwith
terminate, and the resulting vacancies shall be filled by the vote of a majority
of the remaining directors.

     (c) In case of any vacancy in the office of a director occurring among the
directors elected by the holders of the Preference Stock voting as a single
class, separate from the holders of all other classes of capital stock, the
remaining director elected by the holders of the Preference Stock, may elect a
successor to hold office for the unexpired term of the director whose place
shall be vacant. In the event of simultaneous vacancies among directors elected
by the holders of the Preference Stock, an election by the holders of the
Preference Stock, pursuant to the provisions of this Section 5, will be held.

     (d) Whenever the right shall have accrued to the holders of the Preference
Stock to elect directors, voting as a single class, separate from the holders of
all other classes of capital stock, then upon request in writing signed by any
holder of the Preference Stock entitled to vote, delivered by registered mail or
in person to the president, a vice president or secretary of the Corporation, it
shall be the duty of such officer forthwith to cause notice to be given to the
shareholders entitled to vote at a meeting to be held at such time as such
officer may fix, not less than ten (10) nor more than sixty (60) days after the
receipt of such request, for the purpose of electing directors. At all meetings
of Stockholders held for the purpose of electing directors during such time as
the holders of the Preference Stock shall have the special right, voting as a
single class, separate from the holders of all other classes of capital stock to
elect directors, the presence in person or by proxy of the holders of a majority
of the outstanding Preference Stock shall be required to constitute a quorum of
such class for the election of directors, and the presence in person or by proxy
of the holders of a majority of all other classes of capital stock outstanding
at the time, and not entitled to such special rights, shall be required to
constitute a quorum of such other classes for the election of directors.

     (6) RESTRICTIONS ON CERTAIN CORPORATE ACTION. (a) So long as any shares of
Preference Stock are outstanding, no new class of stock shall hereafter be
created or authorized which is entitled to dividends or shares in distribution
of assets on a parity with or in priority to the Preference Stock, nor shall
there be created or authorized any securities convertible into shares of any
such stock, unless the holders of record of not less than two-thirds of the
number of shares of the Preference Stock then outstanding (as a single class
separate from the holders of all other classes of stock) shall vote therefor in
person or by proxy at the meeting of stockholders at which the creation or
authorization of such new class of stock or such convertible securities is
considered.

     (b) So long as any shares of Preference Stock are outstanding, the
Corporation shall not increase the total authorized amount of the Preference
Stock or any class of stock which is entitled to dividends or shares in
distribution of assets on a parity with or in priority to the Preference Stock,
unless the holders of record of not less than a majority of the number of shares
of the Preference Stock then outstanding (as a single class separate from the
holders of all other

                                       7
<PAGE>

classes of stock) shall vote therefor in person or by proxy at a meeting held
pursuant to notice containing a statement of such purpose.

                                FIXING OF SERIES

     The following series of Preference Stock shall be issued in exchange for
the shares of the $2.4375 Series, the $2.6125 Series and the $4.125 Series of
the Preference Stock of UtiliCorp United Inc., a Missouri corporation, pursuant
to the provisions of that certain Agreement and Plan of Merger dated as of
September 1, 1986, between the Corporation and UtiliCorp United Inc., a Missouri
corporation.

PREFERENCE STOCK, $2.4375 SERIES

     (a)  FIXING OF SERIES AND DESIGNATION. There shall be and hereby is fixed
the first series of Preference Stock, the distinctive serial designation of
which shall be, and the shares of which shall be known as, Preference Stock,
$2.4375 Series. The series may also be known as the Preference Stock, 9.75%
Series, to the extent permitted by law. Such series shall consist of only
600,000 shares of Preference Stock, $2.4375 Series.

     (b)  RATE OF DIVIDEND. The dividend rate for the shares of Preference
Stock, $2.4375 Series, shall be $2.4375 per share per annum.

     (c)  DIVIDENDS ARE CUMULATIVE. Dividends on the Preference Stock, $2.4375
Series, shall be cumulative from the date of issue. Dividends on such shares
shall be payable quarterly, on March 1, June 1, September 1 and December 1 of
each year, when and as declared by the Board of Directors of the Corporation
from funds legally available for the payment of dividends.

     (d)  REDEMPTION PROVISIONS. Shares of the Preference Stock, $2.4375 Series,
may be called for redemption and shall be redeemable, at the option of the
Corporation, either in whole or in part, at any time and from time to time at
the following prices, plus the amount, if any, by which an amount equal to the
annual dividend on such shares from date of issue to date of redemption exceeds
the dividends actually paid on said shares or declared and set apart for payment
thereon from date of issue to date of redemption:

<TABLE>
<CAPTION>
              REDEMPTION PRICE            PERIOD DURING WHICH
                 PER SHARE                 REDEMPTION OCCURS
              ----------------            --------------------
             <S>                    <C>
                   $25.75            Prior to June 1, 1991
                   $25.25            June 1, 1991 and thereafter
</TABLE>

     (e)  NO SINKING FUND. There shall be no sinking fund established for the
purchase or redemption of shares of the Preference Stock, $2.4375 Series.

     (f)  NO CONVERSION PRIVILEGES. The shares of the Preference Stock, $2.4375
Series, shall not be convertible into other shares or securities of the
Corporation.

     (g)  OTHER CHARACTERISTICS. The Preference Stock, $2.4375 Series, shall
have the liquidation preferences, rights and other characteristics and shall be
subject to the limitations and

                                       8
<PAGE>

restrictions as are attributed to and imposed upon Preference Stock general
by this Certificate of Incorporation.

PREFERENCE STOCK, $2.6125 SERIES

     (a)  FIXING OF SERIES AND DESIGNATION. There shall be and hereby is fixed
the second series of Preference Stock, the distinctive serial designation of
which shall be, and the shares of which shall be known as, Preference Stock,
$2.6125 Series. The series may also be known as the Preference Stock, 9.50%
Series, to the extent permitted by law. Such series shall consist of only
400,000 shares of Preference Stock, $2.6125 Series.

     (b)  RATE OF DIVIDEND. The dividend rate for the shares of Preference
 Stock,$2.6125 Series, shall be $2.6125 per share per annum.

     (c)  DIVIDENDS ARE CUMULATIVE. Dividends on the Preference Stock, $2.6125
Series, shall be cumulative from the date of issue. Dividends on such shares
shall be payable quarterly, on March 1, June 1, September 1 and December 1 of
each year, when and as declared by the Board of Directors of the Corporation
from funds legally available for the payment of dividends.

     (d)  REDEMPTION PROVISIONS. Shares of the Preference Stock, $2.6125 Series,
may be called for redemption and shall be redeemable, at the option of the
Corporation, either in whole or in part, at any time and from time to time at
the following prices, plus the amount, if any, by which an amount equal to the
annual dividend on such shares from date of issue to date of redemption exceeds
the dividends actually paid on said shares or declared and set apart for payment
thereon from date of issue to date of redemption:

<TABLE>
<CAPTION>
          REDEMPTION PRICE             PERIOD DURING WHICH
             PER SHARE                  REDEMPTION OCCURS
          ----------------             -------------------
         <S>                    <C>
               $29.25            Prior to June 1, 1988
               $28.50            June 1, 1988 through May 31, 1993
               $27.75            June 1, 1993 and thereafter
</TABLE>

     Shares of Preference Stock, $2.6125 Series, may be redeemed whether or not
any shares of any other series of Preference Stock have been or are to be
redeemed.

     (e)  NO SINKING FUND. There shall be no sinking fund established for the
purchase or redemption of shares of the Preference Stock, $2.6125 Series.

     (f)  NO CONVERSION PRIVILEGES. The shares of the Preference Stock, $2.6125
Series, shall not be convertible into other shares or securities of the
Corporation.

     (g)  AMOUNT PAYABLE UPON INVOLUNTARY LIQUIDATION, DISSOLUTION, OR WINDING
UP OF THE CORPORATION. The amount payable to holders of Preference Stock,
$2.6125 Series, upon involuntary liquidation, dissolution, or winding up of the
Corporation shall be $25.00 per share.

     (h)  OTHER CHARACTERISTICS. The Preference Stock, $2.6125 Series, shall
have the voluntary liquidation preferences, rights and other characteristics and
shall be subject to the


                                       9
<PAGE>

limitations and restrictions as are attributed to and imposed upon Preference
Stock in general by this Certificate of Incorporation.

PREFERENCE STOCK, $4.125 SERIES

     (a)  ESTABLISHMENT OF SERIES AND DESIGNATION. There shall be and hereby is
established the third series of Preference Stock, the distinctive serial
designation of which shall be, and the shares of which shall be known as,
Preference Stock, $4.125 Series. The series may also be known as the Preference
Stock, 15% Series, to the extent permitted by law. Such series shall consist of
only 320,000 shares of Preference Stock, $4.125 Series.

     (b)  RATE OF DIVIDEND. The dividend rate for the shares of Preference
Stock, $4.125 Series, shall be $4.125 per share per annum.

     (c)  DIVIDENDS ARE CUMULATIVE. Dividends on the Preference Stock, $4.125
Series, shall be cumulative from the date of issue. Dividends on such shares
shall be payable quarterly, on March 1, June 1, September 1 and December 1 of
each year, when and as declared by the Board of Directors of the Corporation
from funds legally available for the payment of dividends.

     (d)  REDEMPTION PROVISIONS. Shares of the Preference Stock, $4.125 Series,
may be called for redemption and shall be redeemable, at the option of the
Corporation, either in whole or in part, at any time and from time to time at
the following prices, plus the amount, if any, by which an amount equal to the
annual dividend on such shares from date of issue to date of redemption exceeds
the dividends actually paid on said shares or declared and set apart for payment
thereon from date of issue to date of redemption:

<TABLE>
<CAPTION>
             REDEMPTION PRICE              PERIOD DURING WHICH
                PER SHARE                   REDEMPTION OCCURS
             ----------------              -------------------
            <S>                    <C>
                  $31.63            Prior to June 1, 1987
                  $29.56            June 1, 1987 through May 31, 1992
                  $28.53            June 1, 1992 through May 31, 1997
                  $27.50            June 1, 1997 and thereafter
</TABLE>

Notwithstanding the foregoing, prior to June 1, 1987, no purchase or redemption
of the Preference Stock, $4.125 Series, may be made, directly or indirectly, in
whole or in part, from, or in anticipation of, the application of the proceeds
(or any part of the proceeds) of borrowed funds or the proceeds of an issue of
any stock ranking prior to or on a parity with the Preference Stock, $4.125
Series, if such borrowed funds bear an interest rate or have a cost to the
Corporation (calculated in accordance with generally accepted financial
practice), or such stock has a dividend rate or cost to the Company (so
calculated), less than the dividend rate per annum of the Preference Stock,
$4.125 Series.

     Shares of Preference Stock, $4.125 Series, may be redeemed whether or not
any shares of any other series of Preference Stock have been or are to be
redeemed.

     (e)  NO SINKING FUND. There shall be no sinking fund established for the
purchase or redemption of shares of the Preference Stock, $4.125 Series.

                                       10
<PAGE>

     (f)  NO CONVERSION PRIVILEGES. The shares of the Preference Stock, $4.125
Series, shall not be convertible into other shares or securities of the
Corporation.

     (g)  AMOUNT PAYABLE UPON INVOLUNTARY LIQUIDATION, DISSOLUTION OR WINDING UP
OF THE CORPORATION. The amount payable to holders of Preference Stock, $4.125
Series, upon involuntary liquidation, dissolution, or winding up of the
Corporation shall be $25.00 per share.

     (h)  OTHER CHARACTERISTICS. The Preference Stock, $4.125 Series, shall have
the voluntary liquidation preferences, rights and other characteristics and
shall be subject to the limitations and restrictions as are attributed to and
imposed upon Preference Stock in general by this Certificate of Incorporation.

B. COMMON STOCK

     After the requirements with respect to preferential dividends on the
Preference Stock (fixed in accordance with the provisions of Section 2A of this
Article Four), if any, shall have been met and after the Corporation shall have
complied with all the requirements, if any, with respect to the setting aside of
sums as sinking funds or redemption or purchase accounts (fixed in accordance
with the provisions of Section 2A of this Article Four), and subject further to
any other conditions which may be fixed in accordance with the provisions of
Section 2A of this Article Four, then and not otherwise the holders of Common
Stock shall be entitled to receive such dividends as may be declared from time
to time by the Board of Directors.

     After the distribution in full of the preferential amount, if any (fixed in
accordance with the provisions of Section 2A of this Article Four), to be
distributed to the holders of Preference Stock in the event of voluntary or
involuntary liquidation, distribution or sale of assets, dissolution or
winding-up, of the Corporation, the holders of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation, tangible and
intangible, of whatever kind available for distribution to stockholders ratably
in proportion to the number of shares of Common Stock held by them respectively.

     Except as may otherwise be required by law, or by this Certificate of
Incorporation, each holder of Common Stock shall have one vote in respect of
each share of Common Stock held by him on all matters voted upon by the
stockholders.

     Shares of Common Stock may be issued from time to time as the Board of
Directors of the Corporation shall determine and on such terms and for such
consideration as shall be fixed by the Board of Directors.

     Section 3. No holder of any shares of stock of the Corporation of any class
shall be entitled as such, as a matter of right, to subscribe for or purchase
any shares of stock of the Corporation of any class, whether now or hereafter
authorized or whether issued for cash, property or services or as a dividend or
otherwise, or to subscribe for or purchase any obligations, bonds, notes,
debentures, other securities or stock convertible into shares of stock of the
Corporation of any class or carrying or evidencing any right to purchase shares
of stock of any class.

                                       11
<PAGE>

                                  Article Five

     The name and mailing address of the incorporator is as follows:

<TABLE>
<CAPTION>
          NAME                     ADDRESS
          ----                     -------
         <S>                      <C>
          Roger K. Sallee          922 Walnut Suite 900
                                   Kansas City, Missouri 64106
</TABLE>

                                  Article Six

     Section 1.  The number of directors of the Corporation shall not be less
than three and shall be fixed by, or in the manner provided in, the Bylaws of
the Corporation. Directors need not be stockholders of the Corporation. The
Board may at its discretion elect Honorary Directors who shall serve without
voting power.

     Section 2.  Unless the Bylaws otherwise provide, the Board of Directors
shall be divided into three classes, Class A, Class B and Class C, each class to
be elected at successive annual meetings of stockholders for a term of three
years and to be as nearly equal in number as possible. At each annual meeting of
stockholders, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting. Each director shall, subject to the provisions of
Article Four hereof in the event of the vesting of voting power in the
Preference Stock, hold office for the term for which he was elected and until
his successor is elected and qualified or until his earlier resignation or
removal. 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 in the Bylaws to fill a vacancy in the Board or to
fill a newly-created directorship resulting from an increase in the number of
directors shall, subject to the provisions of Article Four hereof in the event
of the vesting of voting power in the Preference Stock, hold office until the
next election of the class for which such director shall have been chosen and
until his successor is elected and qualified or until his earlier resignation or
removal.

     Section 3.  Notwithstanding any other provisions of this Certificate of
Incorporation and notwithstanding the fact that some lesser percentage may be
specified by law, the entire Board of Directors of the Corporation may be
removed at any time but only by the affirmative vote of the holders of 80% or
more of the outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the stockholders called for that purpose.
Notwithstanding the foregoing, and except as otherwise required by law, whenever
the holders of the Preference Stock shall have the right, voting separately as a
class, to elect one or more directors of the Corporation, the provisions of this
Section shall not apply with respect to the director or directors elected by
such holders of Preference Stock.

                                       12
<PAGE>

                                 Article Seven

     The following provisions are inserted for the management of the business
and for the conduct of the affairs of the Corporation, and in further definition
and regulation of the powers of the Corporation and of its directors and
shareholders:

     Section 1.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized:

          (a) To make, alter and repeal the Bylaws of the Corporation; subject
     to the right of stockholders at any regular or special meeting to alter or
     repeal Bylaws made by the Board of Directors; and subject to the rights, if
     any, of the holders of any class of stock;

          (b) To purchase or otherwise acquire for the Corporation any property,
     rights or privileges which the Corporation is authorized to acquire, at
     such price and for such consideration and generally upon such terms and
     conditions as it thinks fit;

          (c) In its discretion to pay for any property or rights acquired by
     the Corporation, either wholly or partly in money, stock, bonds, debentures
     or other securities of the Corporation.

          (d) To fix and determine from time to time what part of the
     consideration received by the Corporation on any issue of stock without par
     value shall constitute capital;

          (e) From time to time to fix and vary the amount of the working
     capital and to direct and determine the use and disposition of net profits
     and surplus;

          (f) To determine from time to time whether and to what extent and at
     what time and places and under what conditions and regulations the accounts
     and books of the Corporation, or any of them, shall be open to inspection
     of the stockholders; and no shareholder shall have any right to inspect any
     account or book or document of the Corporation, except as expressly
     conferred by the laws of the State of Delaware, unless and until authorized
     so to do by resolution of the Board of Directors, or by resolution of the
     stockholders entitled to vote at all times:

          (g) By resolution or resolutions, passed by a majority of the whole
     Board of Directors, to designate one or more committees, each committee to
     consist of two or more of the directors of the Corporation, which, to the
     extent provided in said resolution or resolutions, or in the Bylaws of the
     Corporation, shall have and may exercise the powers of the Board of
     Directors in the management of the business and affairs of the Corporation,
     and may have power to authorize the seal of the Corporation to be affixed
     to all papers which may require it. Such committee or committees shall have
     such name or names as may be stated in the Bylaws of the Corporation or as
     may be determined, from time to time, by resolution adopted by the Board of
     Directors;

                                       13
<PAGE>

          (h) To sell, lease or exchange or make other disposition of all of the
     property and assets of the Corporation, including its goodwill and its
     corporate franchises, upon such terms and conditions and for such
     considerations, which may be in whole or in part shares of stock in, and/or
     other securities of, any other corporation or corporations, as said Board
     of Directors shall deem expedient and for the best interests of the
     Corporation, when and as authorized by the affirmative vote of the holders
     of such majority as may be prescribed by the laws of the State of Delaware
     or by this Certificate of Incorporation of the stock issued and outstanding
     entitled to vote thereon.

     Section 2.  The stockholders and the Board of Directors may hold their
meetings and may have one or more offices outside of the State of Delaware, and,
subject to the provisions of the laws of said state, may keep duplicate books of
the Corporation outside of said state and at such places as may be from time to
time designated by the Board of Directors.

     Section 3.  The Corporation may in its Bylaws make any other provisions or
requirements for the conduct of the business of the Corporation, provided the
same be not inconsistent with the provisions of this Certificate of
Incorporation, or contrary to the laws of the State of Delaware.

     Section 4.  Subject to any limitations contained in this Certificate of
Incorporation, the Corporation reserves the right to increase or decrease its
authorized capital stock, or any class thereof, or to reclassify the same, and
to amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, or in any amendment thereto, in the manner now or hereafter
prescribed by law, and all rights conferred upon stockholders in this
Certificate of Incorporation, or in any amendment thereto, are granted subject
to this reservation.

     Section 5.  Notwithstanding the provisions of Section l(a) of this Article,
the affirmative vote of the holders of not less than 80% of the outstanding
shares of the Voting Stock (as defined in Article Eight) of the Corporation
shall be required to amend or repeal, or to adopt any provision inconsistent
with Article II or Section 6 of Article VI of the Bylaws of the Corporation
unless such action has been first approved by the affirmative vote of not less
than two-thirds of the Continuing Directors (as defined in Article Eight).

                                 Article Eight

     Whether or not a vote of stockholders is otherwise required, the
affirmative vote of the holders of not less than 80% of the outstanding shares
of "Voting Stock" (as hereinafter defined) of the Corporation shall be required
for the approval or authorization of any "Business Transaction" (as hereinafter
defined) with a "Related Person" (as hereinafter defined) or any Business
Transaction in which a Related Person has an interest (except proportionately as
a stockholder of the Corporation): provided, however, that such 80% voting
requirement shall not be applicable if:

     (1)  The "Continuing Directors" (as hereinafter defined) of the Corporation
by a majority vote have expressly approved the Business Transaction: or

     (2)  The Business Transaction is a merger or consolidation, or sale of all
or substantially all of the assets of the Corporation, and the cash or fair
market value of the

                                       14
<PAGE>

property, securities or other consideration to be received per share by holders
of Common Stock of the Corporation (other than the Related Person) in the
Business Transaction is an amount at least equal to the "Minimum Purchase Price"
(as hereinafter defined).

     For the purposes of this Article Eight:

          (i)   The term "Business Transaction" shall mean (a) any merger or
     consolidation involving the Corporation or a subsidiary of the Corporation,
     (b) any sale, lease, exchange, transfer or other disposition (in one
     transaction or a series of transactions), including without limitation a
     mortgage or any other security device, of all or any "Substantial Part" (as
     hereinafter defined) of the assets of the Corporation or a subsidiary of
     the Corporation, (c) any sale, lease, exchange, transfer or other
     disposition (in one transaction or a series of transactions) of all or any
     Substantial Part of the assets of a Related Person to the Corporation or a
     subsidiary of the Corporation, (d) the issuance, sale, exchange, transfer
     or other disposition of any securities of the Corporation or a subsidiary
     of the Corporation by the Corporation or a subsidiary of the Corporation,
     (e) any recapitalization or reclassification or other transaction that
     would have the effect of increasing the proportionate voting power of a
     Related Person, (f) any liquidation, spinoff, split-up or dissolution of
     the Corporation, and (g) any agreement, contract, arrangement or
     understanding providing for any of the transactions described in this
     definition of Business Transaction.

          (ii)   The term "Related Person" shall mean and include (a) any
     individual, corporation, association, partnership or other person or entity
     which, together with its Affiliates and Associates (both as hereinafter
     defined), "beneficially owns" (as defined on March 1, 1984 in Rule l3d-3
     under the Securities Exchange Act of 1934 in the aggregate 20% or more of
     the outstanding Voting Stock of the Corporation, and (b) any Affiliate or
     Associate (other than the Corporation or a wholly-owned subsidiary of the
     Corporation) of any such individual, corporation, partnership or other
     person or entity. Two or more persons or entities acting as a syndicate or
     group, or otherwise, for the purpose of acquiring, holding or disposing of
     Voting Stock of the Corporation shall be deemed a "person."

          (iii)  The term "Minimum Purchase Price" shall mean the greater of (a)
     the highest amount of consideration paid by the Related Person for a share
     of Common Stock of the Corporation at any time while such person or entity
     was a Related Person or in the transaction which resulted in such person or
     entity becoming a Related Person; provided, however, that the highest
     purchase price shall be appropriately adjusted to reflect the occurrence of
     any reclassification, recapitalization, stock split, reverse stock split or
     other readjustment in the number of outstanding shares of Common Stock of
     the Corporation, or the declaration of a stock dividend thereon, between
     the last date upon which the Related Person paid the highest purchase price
     and the effective date of the merger or consolidation or the date of
     distribution to stockholders, of the Corporation of the proceeds from the
     sale of all or substantially all of the assets of the Corporation or (b) an
     amount equal to 110% of the book value per share of the Common Stock of the
     Corporation immediately prior to the first public announcement of the
     proposed business

                                       15
<PAGE>

     transaction or on the date on which the Related Party became a Related
     Party, whichever is higher.

          (iv)   The term "Affiliate," used to indicate a relationship with a
     specified person or entity, shall mean a person or entity that directly, or
     indirectly through one or more intermediaries, controls, or is controlled
     by, or is under common control with, the person or entity specified.

          (v)    The term "Associate," used to indicate a relationship with a
     specified person or entity, shall mean (a) any entity of which such
     specified person or entity is an officer or partner or is, directly or
     indirectly, the beneficial owner of 10% or more of any class of equity
     securities, ( b) any trust or other estate in which such specified person
     or entity has a substantial beneficial interest or as to which such
     specified person or entity serves as trustee or in a similar fiduciary
     capacity, (c) any relative or spouse of such specified person, or any
     relative of such spouse, who has the same home as such specified person or
     who is a director or officer of the Corporation or any of its subsidiaries,
     and (d) any person who is a director or officer of such specified entity or
     any of its parents or subsidiaries (other than the Corporation or a
     wholly-owned subsidiary of the Corporation).

          (vi)   The term "Substantial Part" shall mean 20% or more of the fair
     market value of the total assets of the person or entity in question, as
     reflected on the most recent balance sheet of such person or entity
     existing at the time the stockholders of the Corporation would be required
     to approve or authorize the Business Transaction involving the assets
     constituting any such Substantial Part.

          (vii)  Any shares of capital stock of the Corporation that a Related
     Person has the right to acquire pursuant to any agreement, contract,
     arrangement or understanding, or upon exercise of any conversion right,
     warrant or option, or otherwise, shall be deemed beneficially owned by the
     Related Person.

          (viii) For the purpose of subparagraph (2) of this Article Eight, the
     term "other consideration to be received" shall include without limitation
     Common Stock of the Corporation retained by its existing stockholders other
     than the Related Person referred to in such subparagraph in the event of a
     Business Transaction in which the Corporation is the surviving Corporation.

          (ix)   The term "Voting Stock" shall mean all outstanding shares of
     capital stock of the Corporation entitled to vote generally in the election
     of directors, considered as one class, and each reference to a proportion
     of shares of Voting Stock shall refer to such proportion of the votes
     entitled to be cast by such shares.

          (x)    The term "Continuing Director" shall mean any member of the
     Board of Directors of the Corporation who was a member of the Board of
     Directors prior to the time that the Related Person became a Related
     Person, and any successor of a Continuing Director if the successor is
     unaffiliated with the Related Person and is recommended or elected to
     succeed a Continuing Director by majority vote of Continuing Directors.

                                       16
<PAGE>

     For the purposes of this Article Eight, a majority of the Continuing
Directors shall have the power to make a good faith determination, on the basis
of information known to them, of: (i) the number of shares of Voting Stock that
any person or entity "beneficially owns," (ii) whether a person or entity is an
Affiliate or Associate of another, (iii) whether a person or entity has an
agreement, contract, arrangement or understanding with another as to the matters
referred to in subparagraph (i)(g), or (vii) of the immediately preceding
paragraph, (iv) whether the assets subject to any Business Transaction
constitute a Substantial Part, (v) whether any Business Transaction is one in
which a Related Person has an interest (except proportionately as a shareholder
of the Corporation), and (vi) such other matters with respect to which a
determination is required under this Article Eight.

                                  Article Nine

     Section 1.  The private property of the stockholders of the Corporation
shall not be subject to the payment of corporate debts except to the extent of
any unpaid balances due for subscriptions for shares.


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

     Section 3.  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 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 the provisions
of Section 2A of Article Four 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 4.  Subject to the provisions of Section 3 of Article Six, at a
meeting called expressly for that purpose, directors may be removed in the
manner provided in this Section. Such meeting shall be held at the registered
office or principal business office of the Corporation in this state or in the
city or county of the state in which the principal business office of the
Corporation is located. The entire Board of Directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors. If less than the entire board is
to be removed, no one of the Directors may be removed if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at an
election of the entire Board of Directors, or, if there be classes of directors,
at an election of the class of directors of which he is a part. Whenever the
holders of the shares of any class are entitled to elect one or more directors
by the provisions of this Certificate of Incorporation, the provisions of this
section shall apply, in respect of the removal of a director or directors so

                                       17
<PAGE>

elected, to the vote of the holders of the outstanding shares of that class and
not to the vote of the outstanding shares as a whole.

     Section 5.  No action required or permitted to be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, and the power of stockholders to consent in writing, without a meeting,
to the taking of any action is specifically denied.

                                  Article Ten

     The provisions set forth at this Article Ten and at Articles Six, Seven,
and Eight herein may not be repealed or amended in any respect, unless such
action is approved by the affirmative vote of the holders of not less than 80%
of the outstanding shares of Voting Stock (as defined in Article Eight) of the
Corporation.

     THE UNDERSIGNED, being the incorporator hereinabove named, for the purpose
of forming a corporation to do business both within and without the State of
Delaware, and in pursuance of the General Corporation Law of Delaware, does
hereby make and file this Certificate.




                                       /s/  Roger K. Sallee
                                       -------------------------------------
                                       K. Sallee

                                       18
<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              UTILICORP UNITED INC.

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

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

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

     Section 1. The total number of shares of stock which the Corporation shall
have authority to issue is Four Hundred Thirty Million (430,000,000) shares, of
which Four Hundred Million (400,000,000) shares shall be common stock, of the
par value of One Dollar ($1.00) per share (hereinafter referred to as "COMMON
STOCK"), Ten Million (10,000,000) shares shall be preference stock, without par
value (hereinafter referred to as "PREFERENCE STOCK") and Twenty Million
(20,000,000) shares shall be Class A Common Stock, of the par value of One
Dollar ($1.00) per share (hereinafter referred to as "CLASS A COMMON STOCK").

     IN WITNESS WHEREOF, UtiliCorp United Inc. has caused this Certificate to be
signed by its duly authorized officer this 4th day of May, 2001.


                                       UTILICORP UNITED INC.



                                       By: /s/ Dale J. Wolf
                                           -------------------------------
                                       Name:  Dale J. Wolf
                                       Title: Vice President, Corporate
                                              Secretary and Treasurer

<PAGE>


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

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

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

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

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

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

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

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

          (b)  the dividend rate thereof;

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

          Section 3. At all elections of directors of the Corporation, each
          stockholder shall be entitled to one vote per share as to each
          director to be elected and no shareholder shall have the right to cast
          votes in the aggregate or to cumulate votes for the election of any
          director; provided, however, that at any special meeting of
          stockholders called at the request of any holder of the Preference
          Stock entitled to make such a request pursuant to the provisions of
          Section 2A of Article Four and at the next and succeeding annual
          meetings of stockholders until termination of the voting powers of

                                       2
<PAGE>

          the Preference Stock, the holders of the Preference Stock, voting
          separately as a class, shall be entitled to elect two directors of the
          Corporation and the holders of the Common Stock shall be entitled to
          elect the remaining directors of the Corporation in accordance with
          this Section.

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

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

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

                                       UTILICORP UNITED INC.



                                       By:  /s/ Dale J. Wolf
                                           --------------------------------
                                       Name: DALE J. WOLF
                                       Title: VICE PRESIDENT

                                       3
<PAGE>


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

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

     The Amendment to the Corporation's Certificate of incorporation set forth
in the following resolution approved by the Corporation's Board of Directors and
Stockholders was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware:

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

     Section 1.  The total number of shares of stock which the Corporation shall
have authority to issue is One Hundred Thirty Million (130,000,000) shares, of
which One Hundred Million (100,000,000) shares shall be common stock, of the par
value of One Dollar ($1.00) per share (hereinafter referred to as "Common
Stock"), Ten Million (10,000,000) shares shall be preference stock, without par
value (hereinafter referred to as "Preference Stock") and Twenty Million
(20,000,000) shares shall be Class A Common Stock, of the par value of One
Dollar ($1.00) per share (hereinafter referred to as "Class A Common Stock").

     IN WITNESS WHEREOF, UtiliCorp United Inc., has caused this Certificate to
be signed and attested by its duly authorized Officers, this 12th day of May,
1992.

                                       UTILICORP UNITED INC.



                                       By: /s/ Harry L. Winn, Jr.
                                           ---------------------------
                                           HARRY L. WINN, JR.
                                           SENIOR VICE PRESIDENT

(Corporate Seal)

ATTEST:

/s/ Dale J. Wolf
------------------
DALE J. WOLF
SECRETARY


<PAGE>


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

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

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

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

          SECTION 1. The total number of shares of stock which the Corporation
     shall have authority to issue is Eighty Million (80,000,000) shares, of
     which Fifty Million (50,000,000) shares shall be common stock, of the
     par value of one Dollar ($1.00) per share (hereinafter referred to as
     "Common Stock"), Ten Million (10,000,000) shares shall be preference
     stock, without par value (hereinafter referred to as "Preference Stock")
     and Twenty Million (20,000,000) shares shall be Class A Common Stock, of
     the par value of One Dollar ($1.00) per share (hereinafter referred to
     as "Class A Common Stock").

     2.   RESOLVED, that the Certificate of Incorporation of the Corporationbe
amended by the addition of a Division C as follows:

     C.   Class A Common Stock

          (1) Subject to Section (6) of Division A of Article Four of this
     Certificate of Incorporation, the Board of Directors is hereby expressly
     authorized, at any time or from time to time, to divide any or all of the
     shares of Class A Common Stock into one or more series, and in the
     resolution or resolutions establishing a particular series, before issuance
     of any of the shares thereof, to fix and determine the number of shares and
     the designation of such series, so as to distinguish it from the shares of
     all other series and classes, and to fix and determine the voting powers,
     full or limited, or no voting powers, and such preferences, and relative,
     participating, optional or other special rights, and qualifications,
     limitations or restrictions of the Class A Common Stock or of such series,
     to the fullest extent now or hereafter permitted by the laws of the State
     of


<PAGE>

     Delaware, including, but not limited to, the variations between different
     series in the following respects:

               (a) the distinctive designation of such series and the number of
          shares which shall constitute such series, which number may be
          increased or decreased (but not below the number of shares thereof
          then outstanding) from time to time by the Board of Directors;

               (b) the annual dividend rate, or formula by which the dividend
          rate is to be determined, if any, for such series, and the date or
          dates from which dividends shall commence to accrue;

               (c) the price or prices at which, and the terms and conditions on
          which, the shares of such series may be made redeemable;

               (d) the purchase or sinking fund provisions, if any, for the
          purchase or redemption of shares of such series;

               (e) the rights of such shares of such series, if any, in the
          event of the liquidation, dissolution or winding up of the
          Corporation;

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

               (g) the terms and conditions, if any, upon which shares of such
          series may be convertible into, or exchangeable for, at the option of
          either the holder or the Corporation or upon the happening of a
          specified event, shares of any other class or classes of any other
          series of the same or any other class or classes of stock, or other
          securities of, the Corporation;

               (h) the relative seniority, parity or junior rank of such series
          as to dividends or assets with respect to any other classes or series
          of stock then or thereafter to be issued;

               (i) the terms and conditions, if any, upon which shares of such
          series may be made subject to redemption by the Corporation at its
          option or at the option of the holder or upon the happening of a
          specified event;

               (j) the facts, if any, ascertainable outside the resolution or
          resolutions of the Board of Directors upon which any of the voting
          powers, designations, preferences, rights and qualifications,
          limitations or restrictions of any series may be dependent; and

               (k) such other terms, qualifications, privileges, limitations,
          options, restrictions, and special or relative rights and
          preferences, if any, of shares of such series as the Board of
          Directors may, at the time of such resolution or resolutions,
          lawfully fix and determine under the laws of the State of Delaware.

                                       2
<PAGE>

          (2) Unless otherwise provided in a resolution or resolutions
     establishing any particular series, the aggregate number of authorized
     shares of Class A Common Stock may be increased by an amendment of this
     Certificate of Incorporation approved solely by a majority vote of the
     outstanding shares of Common Stock (or solely with a lessor vote of the
     Common Stock, or solely by action of the Board of Directors, if permitted
     by law at the time).

          (3) All shares of any one series shall be alike in every particular,
     except with respect to the accrual of dividends, if any, prior to the date
     of issuance.

     3.   RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by adding a new Article Eleven as follows:

                                 Article Eleven

     A director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Law as the same exists or may
hereafter be amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

     IN WITNESS WHEREOF, UtiliCorp United Inc. has caused this Certificate to be
signed and attested by its duly authorized officers, this 17th day of August,
1987.

                                        UTILICORP UNITED INC.



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

ATTEST:



/s/ Roger K. Sallee
---------------------------
Secretary