Exhibit
3.1.1





ARTICLES
OF INCORPORATION


OF


GREAT
PLAINS ENERGY INCORPORATED





(As
amended May 7, 2009)





The undersigned natural person(s) of
the age of eighteen years or more for the purpose of forming a corporation under
the General and Business Corporation Law of Missouri adopts the following
Articles of Incorporation:





ARTICLE
ONE





The name of this corporation shall be
GREAT PLAINS ENERGY INCORPORATED.





ARTICLE
TWO





The address, including street and
number, if any, of the corporation's initial registered office in this state is
1201 Walnut, Kansas City, Jackson County, Missouri  64106, but it
shall have power to transact business anywhere in Missouri, and also in several
states of the United States if and when so desired under the respective laws
thereof regarding foreign corporations.  The name of its initial agent
at such address is Jeanie Sell Latz.





ARTICLE
THREE





The amount of authorized capital stock
of the Company is Two Hundred Sixty-Two Million Nine Hundred Sixty-Two Thousand
(262,962,000) shares divided into classes as follows:





Three
      Hundred Ninety Thousand (390,000) shares of Cumulative Preferred Stock, of
      the par value of One Hundred Dollars ($100)
  each.





One
      Million Five Hundred Seventy-Two Thousand (1,572,000) shares of Cumulative
      No Par Preferred Stock without par
value.





Eleven
      Million (11,000,000) shares of Preference Stock without par
      value.





Two
      Hundred Fifty Million (250,000,000) shares of Common Stock without par
      value.





The preferences, qualifications,
limitations, restrictions, and special or relative rights of the Cumulative
Preferred Stock, the Cumulative No Par Preferred Stock, the Preference Stock and
the Common Stock shall be as follows:












CUMULATIVE
PREFERRED STOCK AND


CUMULATIVE
NO PAR PREFERRED STOCK





(i)           Series
and Variations Between Series of Cumulative Preferred Stock.  The
Cumulative Preferred 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
      redemption price or prices and the terms of redemption (except as fixed in
      this Division A);





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





(e)
            The
      terms and conditions, if any, under which said shares may be
      converted.





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





(ii)           Series
and Variations Between Series of Cumulative No Par Preferred
Stock.  The Cumulative No Par Preferred 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
      redemption price or prices and the terms of redemption (except as fixed in
      this Division A);





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



















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





(f)
            The
      rights of the shares of the series in the event of involun­tary
      dissolution or liquidation of the
Company;





(g)
            The
      consideration to be paid for the shares of such series, and the portion of
      such consideration to be designated as stated value or capital;
      and





(h)
            Any
      other powers, preferences and relative, participating, optional or other
      special rights, and qualifications, limita­tions or restrictions
      thereof, of the shares of such series, as the Board of Directors may deem
      advisable and as shall not be inconsistent with the provisions of these
      Articles of Incorporation.





Except as the shares of a particular
series of Cumulative No Par Preferred Stock may vary from those of any or all
other series in the fore­going respects, all of the shares of the Cumulative
No Par Preferred Stock, regardless of series, shall in all respects be equal and
shall have the preferences, rights, privileges and restrictions herein
fixed.





(iii)  Dividends.  The
holders of shares of each series of Cumulative Preferred Stock and Cumulative No
Par Preferred Stock shall be entitled to receive, as and when declared payable
by the Board of Directors from funds legally available for the payment thereof,
preferential dividends in lawful money of the United States of America at the
rate per annum fixed and determined as herein authorized for the shares of such
series, but no more, payable quarterly on the first day of each of the months of
December, March, June and September (the quarterly dividend payment dates) in
each year with respect to the quarterly period ending on the day prior to each
such respec­tive dividend payment date.  Such dividends shall be
cumulative with respect to each share from and including the quarterly dividend
payment date next preceding the date of issue thereof unless (a) the date
of issue be a quarterly dividend payment date, in which case dividends shall be
cumulative from and including the date of issue, (b) issued during an
interval between a record date for the payment of a quarterly dividend on shares
of such series and the payment date for such dividend, in which case dividends
shall be cumulative from and including such payment date, or (c) the Board
of Directors shall determine that the first dividend with respect to shares of a
particular series issued during an interval between quarterly dividend payment
dates shall be cumulative from and including a date during such interval, in
which event dividends shall be cumulative from and including such
date.  No divi­dends shall be declared on shares of any series of
Cumulative Preferred Stock or Cumulative No Par Preferred Stock in respect of
accumulations for any quarterly dividend period or portion thereof unless
dividends shall likewise be or have been declared with respect to accumulations
on all then outstanding shares of each other series of Cumulative Preferred
Stock and Cumulative No Par Preferred Stock for the same period or portion
thereof; and the ratios of the dividends declared to dividends accumulated with
respect to any quarterly dividend period on the shares of each series
outstanding shall be identical.  Accumulations of dividends shall not
bear interest.





3





So long as any shares of Cumulative
Preferred Stock or Cumulative No Par Preferred Stock remain outstanding, no
dividend shall be paid or declared, or other distribution made, on shares of
junior stock, nor shall any shares of junior stock be purchased, redeemed,
retired or otherwise acquired for a consideration (a) unless preferential
dividends on outstanding shares of Cumulative Preferred Stock and Cumulative No
Par Preferred Stock for the current and all past quarterly dividend periods
shall have been paid, or declared and set apart for payment, provided, however,
that the restrictions of this subparagraph (a) shall not apply to the
declaration and payment of dividends on shares of junior stock if payable solely
in shares of junior stock, nor to the acquisition of any shares of junior stock
through applica­tion of proceeds of any shares of junior stock sold at or
about the time of such acquisition, nor shall such restrictions prevent the
transfer of any amount from surplus to stated capital; and (b) except to
the extent of earned surplus, provided, however, that the restrictions in this
subparagraph (b) shall not apply to any of the acts described in the proviso set
forth in subparagraph (a) above and shall not apply either to the acquisition of
any shares of junior stock issued after December 1, 1946, to the extent of
the proceeds received for the issue of such shares, or to the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration said dividend conforms with the provisions of this subparagraph
(b).





(iv)  Liquidation
Preferences.  In the event of voluntary dissolution or liquidation of
the Company, the holders of outstanding shares of each series of Cumulative
Preferred Stock and Cumulative No Par Preferred Stock shall be entitled to
receive out of the assets of the Company an amount per share equal to that which
such holders would have been entitled to receive had shares held by them been
redeemed (otherwise than through operation of a sinking fund) on the date fixed
for payment, but no more.  In the event of involuntary
dis­solution or liquidation of the Company, (a) the holders of shares
of Cumulative Preferred Stock of each series outstanding shall be entitled to
receive out of the assets of the Company $100 per share, plus preferential
dividends at the rate fixed and determined for such series as herein authorized,
accrued, and unpaid to the date fixed for payment, but no more; and (b) the
holders of shares of Cumulative No Par Preferred Stock of each series shall be
entitled to receive out of the assets of the Company the amount per share fixed
and determined for such series as herein authorized, plus preferential dividends
at the rate fixed and determined for such series as herein authorized, accrued
and unpaid to the date fixed for payment, but no more.  Until payment
to the holders of outstanding shares of Cumulative Preferred Stock and
Cumulative No Par Preferred Stock as aforesaid, or until moneys or other assets
sufficient for such payment shall have been set apart for payment by the
Company, separate and apart from its other funds and assets for the account of
such holders, so as to be and continue to be available for payment to such
holders, no payment or distribution shall be made to holders of shares of junior
stock in connection with or upon such dissolution or liquidation.  If
upon any such dissolution or liquidation the assets of the Company available for
payment and distribution to shareholders are insuffi­cient to make payment
in full, as hereinabove provided, to the holders of shares of Cumulative
Preferred Stock and Cumulative No Par Preferred Stock, payment shall be made to
such holders ratably in accordance with the payment each such holder would have
been entitled to receive as hereinabove provided.





Neither a consolidation nor merger of
the Company with or into any other corporation, nor a merger of any other
corporation into the Company, nor the purchase or redemption of all
or





4





any part
of the outstanding shares of any class or classes of stock of the Company, nor
the sale or transfer of the property and business of the Company as or
substantially as an entirety shall be construed to be a dissolution or
liquidation of the Company within the meaning of the foregoing
provisions.





(v)  Redemption and
Repurchase.  The Company may, at its option expressed by vote of the
Board of Directors, at any time or from time to time redeem the whole or any
part of the Cumulative Preferred Stock, or of any series thereof, or Cumulative
No Par Preferred Stock, or any series thereof, at the redemption price or prices
at the time in effect, any such redemption to be on such redemption date and at
such place in the City of Kansas City, State of Missouri, or in the City, County
and State of New York, as shall likewise be determined by vote of the Board of
Directors.  Notice of any proposed redemp­tion of shares of
Cumulative Preferred Stock or Cumulative No Par Preferred Stock shall be given
by the Company by mailing a copy of such notice, not more than 60 or less than
30 days prior to the redemption date, to the holders of record of the shares to
be redeemed, at their respective addresses then appearing on the books of the
Company; and by publishing such notice at least once in each week for four
successive weeks in a newspaper customarily published at least on each business
day, other than Sundays and holidays, which is printed in the English language
and published and of general circu­lation in the Borough of Manhattan, City
and State of New York, and in such a newspaper so printed which is published and
of general circulation in the City of Kansas City, State of
Missouri.  Publication of such notice shall be commenced not more than
60 days, and shall be concluded no less than 30 days, prior to the redemption
date, but such notice need not necessarily be published on the same day of each
week or in the same newspaper.  In case less than all of the shares of
any series are to be redeemed, the shares so to be redeemed shall be determined
by lot in such manner as may be prescribed by the Board of Directors, and the
certificates evidencing such shares shall be specified by number in the notice
of such redemption.  On the redemption date the Company shall, and at
any time within 60 days prior to such redemption date may, deposit in trust, for
the account of the holders of shares of Cumulative Preferred Stock or Cumulative
No Par Preferred Stock to be redeemed, funds necessary for such redemption with
a bank or trust company in good standing, organized under the laws of the United
States of America or of the State of Missouri or of the State of New York, doing
business in the City of Kansas City, Missouri, or in the City, County and State
of New York and having combined capital, surplus and undivided profits of at
least $5,000,000, which shall be designated in such notice of
redemption.  Notice of redemption having been duly given, or said bank
or trust company having been irrevocably authorized by the Company to give such
notice, and funds necessary for such redemption having been deposited, all as
aforesaid, all shares of Cumulative Preferred Stock or Cumulative No Par
Preferred Stock with respect to which such deposit shall have been made shall
forthwith, whether or not the date fixed for such redemption shall have occurred
or the certificates for such shares shall have been surrendered for
cancellation, be deemed no longer to be outstanding for any purpose, and all
rights with respect to such shares shall thereupon cease and terminate,
excepting only the right of the holders of the certificates for such shares to
receive, out of the funds so deposited in trust, on the redemption date (unless
an earlier date is fixed by the Board of Directors), the redemption funds,
without interest, to which they are entitled, and the right to exercise any
privilege of conversion not theretofore expiring, the Company to be entitled to
the return of any funds deposited for redemption of shares converted pursuant to
such privilege.  At the expiration of six





5





years
after the redemption date such trust shall terminate.  Any such moneys
then remaining on deposit, together with any interest thereon which may be
allowed by the bank or trust company with which the deposit shall have been
made, shall be paid by it to the Company, free of trust, and thereafter the
holders of the certificates for such shares shall have no claim against such
bank or trust company but only claims as unsecured creditors against the Company
for the amounts payable upon redemption thereof, without
interest.  Interest, if any, allowed by the bank or trust company as
aforesaid shall belong to the Company.





Subject to applicable law, the Company
may from time to time purchase or otherwise acquire outstanding shares of
Cumulative Preferred Stock or Cumula­tive No Par Preferred Stock at a price
per share not exceeding the amount (inclusive of any accrued dividends) then
payable in the event of redemption thereof otherwise than through operation of a
sinking fund, if any.





Any and all shares of Cumulative
Preferred Stock and Cumulative No Par Preferred Stock which shall at any time
have been redeemed or purchased through operation of any sinking fund with
respect thereto, or which shall have been converted into or exchanged for shares
of any other class or classes or other securities of the Company pursuant to a
right of conversion or exchange reserved in such Cumulative Preferred Stock or
Cumulative No Par Preferred Stock, shall be canceled and shall not be reissued,
and the Company shall, from time to time, take such corporate action as may be
appropriate or necessary to reduce the authorized number of shares of Cumulative
Preferred Stock or Cumulative No Par Preferred Stock accordingly.





(vi)  Voting
Rights.  So long as any shares of Cumulative Preferred Stock or
Cumulative No Par Preferred Stock are outstanding, the Company shall not,
without the consent (given by vote in person or by proxy at a meeting called for
that purpose) of the holders of at least two-thirds of the outstanding shares of
Cumulative Preferred Stock and at least two-thirds of the outstand­ing
shares of Cumulative No Par Preferred Stock, voting separately as
classes:





(a)
            Increase
      the amount of Cumulative Preferred Stock or Cumulative No Par Preferred
      Stock at the time authorized;





(b)
            Create
      or authorize any shares of senior or parity stock, or create or authorize
      any obligation or security convertible into any such
    shares;





(c)
            Alter
      or change the preferences, priorities, special rights or special powers of
      then outstanding Cumulative Preferred Stock or Cumula­tive No Par
      Preferred Stock so as to affect the holders thereof adversely, provided,
      however, if any such alteration or change would adversely affect the
      holders of one or more, but not all, of the series of Cumulative Preferred
      Stock or Cumulative No Par Preferred Stock at the time outstanding, only
      the consent of holders of two-thirds of the shares of each series so
      affected shall be required; or





(d)
            Issue,
      sell or otherwise dispose of shares of Cumulative Preferred Stock or
      Cumulative No Par Preferred Stock or any shares of senior or parity
      stock,










or
securities convertible into shares of Cumula­tive Preferred Stock,
Cumulative No Par Preferred Stock or senior or parity stock, other than in
exchange for or in connection with the retirement (by redemption or otherwise)
of, not less than a like number of shares of Cumulative Preferred Stock,
Cumulative No Par Preferred Stock or senior or parity stock, or securities
convertible into not less than a like number of such shares, as the case may be,
at the time outstanding, unless





Immediately
      after such proposed issue, sale or other disposi­tion, the aggregate
      of the capital of the Company applicable to all shares of Common Stock
      then to be outstanding (including premium on all shares of Common Stock)
      plus earned surplus and paid in or capital surplus, shall be at least
      equal to the involuntary liquida­tion preference of all shares of
      Cumulative Preferred Stock, Cumulative No Par Preferred Stock and senior
      or parity stock then to be outstanding, provided that until such
      additional shares or securities, as the case may be, or the equivalent
      thereof (in terms of involuntary liquidating preference) in shares of
      Cumulative Preferred Stock, Cumulative No Par Preferred Stock or senior or
      parity stock, shall have been retired, earned surplus of the Company used
      to meet the requirements of this clause in connection with the issuance of
      additional shares of Cumulative Preferred Stock, Cumulative No Par
      Preferred Stock or senior or parity stock or securities convertible into
      either thereof shall not, after the issue of such shares or securities, be
      available for dividends or other distribution Common Stock (other than
      dividends payable in Common Stock), except in an amount equal to the cash
      subsequently received by the Company as a contribution to its Common Stock
      capital or as consideration for the issuance of additional shares of
      Common Stock; and





The
      gross income of the Company for a period of 12 consecutive calendar months
      within the 15 calendar months immediately preceding the issuance, sale or
      other disposition of such shares, determined in accordance with such
      system of accounts as may be prescribed by governmental authorities having
      jurisdiction in the premises, or, in the absence thereof, in accordance
      with sound accounting practice (but in any event after deducting the
      amount for said period charged by the Company on its books to depreciation
      expense and taxes) to be available for the payment of interest, shall have
      been equal to at least one and one-half times the sum of (x) the interest
      charges for one year on all interest bearing indebtedness of the Company
      (plus all amortization of debt discount and expense, and less all
      amortization of premium on debt, applicable to the aforesaid 12 months'
      period) and (y) the dividend requirements for one year on all
      outstanding Cumulative Preferred Stock, Cumulative No Par Preferred Stock
      and senior and parity stock; and for the purpose of both such computations
      the shares and any indebtedness then proposed to
  be





7





issued
shall be included, and any indebtedness and shares then proposed to be retired
shall be excluded, and in determining such gross income the Board of Directors
shall make such adjustments, by way of increase or decrease in such gross
income, as shall in its opinion be necessary to give effect, for the entire 12
months for which such gross income is determined, to any acquisition or
dispo­sition of property, the income from which can be separately
ascer­tained.





So
      long as any Cumulative Preferred Stock or any Cumulative No Par Preferred
      Stock is outstanding, the Company shall not, without the consent (given by
      vote in person or by proxy at a meeting called for that purpose) of the
      holders of at least a majority of the total number of outstanding shares
      of Cumulative Preferred Stock and Cumulative No Par Preferred Stock,
      voting as a single class:





(e)
            Merge
      or consolidate with or into any other corporation, provided that this
      provision shall not apply to a purchase or other acquisition by the
      Company of franchises or assets of another corporation in any manner which
      does not involve a statutory merger or consolidation;
  or





(f)
            Sell,
      lease, or exchange all or substantially all of its property and assets,
      unless the fair value of the net assets of the Company, after completion
      of such transaction, shall at least equal the then involuntary liquidation
      value of Cumulative Preferred Stock of all series, Cumulative No Par
      Preferred Stock of all series, and all senior or parity stock, then
      outstanding; or





(g)
            Intentionally
      omitted.





No
      consent of the holders of Cumulative Preferred Stock or Cumulative No Par
      Preferred Stock provided for in paragraph (e) or (f) above shall be
      required with respect to any consolidation, merger, sale, lease or
      exchange ordered, approved or permitted by the Securities and Exchange
      Commission under the Public Utility Holding Company Act of 1935, or by any
      successor commission or regulatory authority of the United States having
      jurisdiction in the premises.  No consent hereinbefore in this
      subdivision (vi) provided for shall be required in the case of the holders
      of any shares of Cumulative Preferred Stock or Cumulative No Par Preferred
      Stock which are to be redeemed at or prior to the time when an alteration
      or change is to take effect, or at or prior to the time of authorization,
      issuance, sale or other disposition of any additional Cumulative Preferred
      Stock, Cumulative No Par Preferred Stock or shares of senior or parity
      stock or convertible securities, or a consolidation or merger is to take
      effect, as the case may be.










8





If at
      any time dividends on any of the outstanding shares of Cumulative
      Preferred Stock or Cumulative No Par Preferred Stock shall be in default
      in an amount equivalent to four or more full quarterly divi­dends, the
      holders of outstanding shares of Cumulative Preferred Stock and Cumulative
      No Par Preferred Stock, voting as a single class, shall be entitled to
      elect the smallest number of Directors necessary to consti­tute a
      majority of the full Board of Directors, which right shall con­tinue
      in force and effect until all arrears of dividends on outstanding shares
      of Cumulative Preferred Stock and Cumulative No Par Preferred Stock shall
      have been declared and paid or deposited in trust with a bank or trust
      company having the qualifications set forth in subdivision (v) of this
      Division A for payment on or before the next succeeding dividend payment
      date.  When all such arrears have been declared and paid or
      deposited in trust for payment as aforesaid, such right to elect a
      majority of the Board of Directors shall cease and terminate unless and
      until the equivalent of four or more full quarterly dividends shall again
      be in default on outstanding shares of Cumulative Preferred Stock or
      Cumulative No Par Preferred Stock.  Such right to elect a
      majority of the Board of Directors is subject to the following terms and
      conditions:





(h)
            While
      holders of outstanding shares of Cumulative Preferred Stock and Cumulative
      No Par Preferred Stock remain entitled to elect a majority of the Board of
      Directors as aforesaid, the payment of dividends on such stock including
      dividends in arrears, shall not be unreasonably withheld if the financial
      condi­tion of the Company permits payment
  thereof;





(i)
            Such
      right to elect a majority of the Board of Directors may be exercised at
      any annual meeting of shareholders, or, within the limitations herein
      provided, at a special meeting of share­holders held for such
      purpose.  Whenever such right to elect a majority of the Board
      of Directors shall vest, on request signed by any holder of record of
      shares of Cumulative Preferred Stock or Cumulative No Par Preferred Stock
      then outstanding and delivered to the Company's principal office not less
      than 120 days prior to the date of the annual meeting next following the
      date when such right vests, the President or a Vice-President of the
      Company shall call a special meeting of shareholders to be held within 30
      days after receipt of such request for the purpose of electing a new Board
      of Directors of which holders of outstanding shares of Cumulative
      Preferred Stock and Cumulative No Par Preferred Stock shall be entitled to
      elect the smallest number necessary to constitute a majority and holders
      of outstanding shares otherwise entitled to vote shall be entitled to
      elect the remaining Directors, in each case to serve until the next annual
      meeting of shareholders or until their successors shall be elected and
      shall qualify;







9





(j)
            Whenever,
      under the terms hereof, holders of outstanding shares of Cumulative
      Preferred Stock and Cumulative No Par Preferred Stock shall be divested of
      the right to elect a majority of the Board of Directors, upon request
      signed by any holders of record of shares otherwise entitled to vote and
      delivered to the Company at its principal office not less than 120 days
      prior to the date for the annual meeting next following the date of such
      divesting, the President or a Vice-President of the Company shall call a
      special meeting of the holders of shares otherwise entitled to vote to be
      held within 30 days after receipt of such request for the purpose of
      electing a new Board of Directors to serve until the next annual meeting
      or until their respective successors shall be elected and shall
      qualify;





(k)
            If,
      while holders of outstanding shares of Cumulative Preferred Stock and
      Cumulative No Par Preferred Stock are entitled to elect a majority of the
      Directors, the holders of shares entitled as a class to elect certain
      Directors shall fail to elect the full number of Directors which they are
      entitled to elect, either at an annual meeting of shareholders or a
      special meeting thereof held as in this subdivision (vi) provided, or at
      an adjourned session of either thereof held within a period of 90 days
      beginning with the date of such meeting, then after the expiration of such
      period holders of outstanding shares of Cumulative Preferred Stock and
      Cumulative No Par Preferred Stock and holders of outstanding shares
      otherwise entitled to vote, voting as a single class, shall be entitled to
      elect such number of Directors as shall not have been elected during such
      period by holders of outstanding shares of the class or classes then
      entitled to elect the same, to serve until the next annual meeting of
      shareholders or until their successors shall be elected and shall
      qualify.  The term of office of all Directors in office
      immediately prior to the date of such annual or special meeting shall
      terminate as and when a full Board of Directors shall have been elected at
      such meeting or a later meeting of shareholders for the election of
      Directors, or an adjourned session of either
  thereof;





(l)
            At
      any annual or special meeting of the shareholders or adjournment thereof,
      held for the purpose of electing Directors while the holders of
      outstanding shares of Cumulative Preferred Stock and Cumulative No Par
      Preferred Stock shall be entitled to elect a majority of the Board of
      Directors, the presence in person or by proxy of the holders of a majority
      of outstanding shares of Cumulative Preferred Stock and Cumulative No Par
      Preferred Stock, counting all such shares as a single class, shall be
      necessary to constitute a quorum for the election by such class of a
      majority of the Board of Directors and the presence in person or by proxy
      of the holders of a majority of outstanding shares of a class otherwise
      entitled to vote shall be necessary to constitute a quorum of such class
      of shares for the election of Directors which holders of such class of
      shares are then entitled to elect.  In case of a failure by the
      holders of any class or





10





classes
to elect, at such meeting or an adjourned session held within said period of 90
days, the number of Directors which they are entitled to elect at such meeting,
such meeting shall be deemed ipso facto to have been adjourned to recon­vene
at 11:00 A.M., Central Standard Time, on the fourth full business day next
following the close of such 90-day period, at which time, or at a subsequent
adjourned session of such meeting, such number of Directors as shall not have
been elected during such period by holders of outstanding shares of the class or
classes then entitled to elect the same, may be elected by holders of
outstanding shares of Cumulative Preferred Stock and Cumulative No Par Preferred
Stock and holders of outstanding shares otherwise entitled to vote, voting as a
single class.  Subject to the preceding provisions of this subdivision
(vi), a majority of the holders of shares of any class or classes at the time
present in person or by proxy shall have power to adjourn such meeting for the
election of Directors by holders of shares of such class or classes from time to
time without notice other than announcement at the meeting;





(m)
            At
      any election of Directors each holder of outstanding shares of any class
      entitled to vote thereat shall have the right to cast as many votes in the
      aggregate as shall equal the number of shares of such class held
      multiplied by the number of Directors to be elected by holders of shares
      of such class, and may cast the whole number of votes, either in person or
      by proxy, for one candi­date, or distribute them among two or more
      candidates as such holder shall elect;
and





(n)
            While
      the holders of outstanding shares of Cumulative Preferred Stock and
      Cumulative No Par Preferred Stock remain entitled to elect a majority of
      the Board of Directors, any holder of record of outstanding shares of
      Cumulative Preferred Stock or Cumulative No Par Preferred Stock shall have
      the right, during regular business hours, in person or by a duly
      authorized represen­tative, to examine the Company's stock records of
      Cumulative Preferred Stock and Cumulative No Par Preferred Stock for the
      purpose of communicating with other holders of shares of such stock with
      respect to the exercise of such right of election, and to make a list of
      such holders.





So long
      as any shares of Cumulative Preferred Stock and Cumulative No Par
      Preferred Stock are outstanding, the right of the Company, except as
      otherwise authorized by the consent (given by vote in person or by proxy
      at a meeting called for that purpose) of the holders of at least
      two-thirds of the total number of outstanding shares of Cumulative
      Preferred Stock and Cumulative No Par Preferred Stock, voting as a single
      class, to pay or declare any dividends on its junior stock (other than
      dividends payable in junior stock) or to make any distribution on, or to
      purchase or otherwise acquire for value, any shares of its junior
      stock





11





(each and
all of such actions being hereafter embraced collectively in the term "dividends
on its junior stock" and each thereof being regarded for purposes hereof as a
"dividend"), shall be subject to the following limitations:





(o)
            If
      and so long as the junior stock equity (as hereinafter defined) at the end
      of the calendar month immediately preceding the date on which a dividend
      on the junior stock is declared is, or as a result of such dividend would
      become less than 20% of total capitalization (as hereinafter defined), the
      Company shall not declare dividends on any of its junior stock in an
      amount which, together with all other dividends on its junior stock
      declared within the year ending with but including the date of such
      dividend declaration, exceeds 50% of the net income of the Company
      available for dividends on its junior stock for the 12 consecutive
      calendar months immediately preceding the month in which such dividend is
      declared; and





(p)
            If
      and so long as the junior stock equity (as hereinafter defined) at the end
      of the calendar month immediately preceding the date on which a dividend
      on its junior stock is declared is, or as a result of such dividend would
      become less than 25%, but more than 20% of total capitalization (as
      hereinafter defined), the Company shall not declare such dividend on its
      junior stock in an amount which, together with all other dividends on its
      junior stock declared within the year ending with but including the date
      of such dividend declaration, exceeds 75% of the net income of the Company
      available for dividends on its junior stock for the 12 consecutive
      calendar months immediately preceding the month in which such dividend is
      declared; and





(q)
            Except
      to the extent permitted by the preceding sub­paragraphs (o) and (p)
      the Company may not pay dividends on its junior stock which would reduce
      the junior stock equity below 25% of total capitalization.  For
      the purposes of subparagraphs (d), (o), (p) and (q) of this subdivision
      (vi):





The
      total capitalization of the Company shall be deemed to consist of the sum
      of (x) the principal amount of all outstanding indebtedness of the
      Company represented by bonds, notes or other evidences of indebtedness
      maturing by their terms one year or more from the date of issue thereof,
      (y) the aggregate amount of par or stated capital represented by all
      issued and outstanding capital stock of all classes of the Company having
      preference as to divi­dends or upon liquidation over its junior stock
      (including premiums on stock of such classes), and (z) the junior
      stock equity of the Company (as hereinafter
  defined).






12





The
      junior stock equity of the Company shall be deemed to consist of the sum
      of the amount of par or stated capital repre­sented by all issued and
      outstanding junior stock, including premiums on junior stock, and the
      surplus (including paid-in or capital surplus) of the
    Company.





The
      surplus accounts shall be adjusted to eliminate the amount, if any, by
      which the total (as shown by the Company's books) of amounts expended by
      the Company after November 30, 1946, and up to the end of the latest
      calendar month ended prior to the proposed payment of dividends on its
      junior stock for maintenance and repairs to, and of provisions made by the
      Company during such period for depreciation of, the mortgaged property (as
      defined in the Company's Indenture of Mortgage and Deed of Trust, dated as
      of December 1, 1946) is less than the cumulative maintenance and
      replacement requirement for the period beginning December 1, 1946,
      and ending at the end of the latest calendar month concluded prior to said
      proposed payment, all as determined and calculated as though one or more
      maintenance and replacement certificates covering the entire period had
      been filed pursuant to the Company's Supplemental Indenture dated as of
      December 1, 1946, and otherwise in accordance with the provisions of
      said Supplemental Indenture.





In
      computing gross income and net income available for divi­dends on the
      Company's junior stock for any particular 12 months, operating expenses,
      among other things, shall include the greater of (x) the provision
      for depreciation of the mortgaged property (as defined as aforesaid) as
      recorded on the Company's books, or, (y) the amount by which
      expenditures by the Company during such period for maintenance and repairs
      of the mortgaged property (as defined as aforesaid) as shown by the
      Company's books is less than the maintenance and replacement requirement
      for such period, all as determined and calculated as though a maintenance
      certificate for such period had been filed pursuant to said Supplemental
      Indenture, and otherwise in accordance with said Supplemental
      Indenture.





In
      addition to the requirements set forth in the two immediately preceding
      clauses, net income available for dividends on the Company's junior stock
      and surplus (including paid-in or capital surplus) shall be determined in
      accordance with such system of accounts as may be prescribed by
      governmental authorities having jurisdiction in the premises, or, in the
      absence thereof, in accor­dance with sound accounting
      practice.





Except as provided in this subdivision
(vi) of this Division A, and as by statute at the time mandatorily provided,
holders of outstanding shares of Cumulative Preferred Stock and Cumulative No
Par Preferred Stock shall not be entitled to vote; and except as by statute at
the time mandatorily provided, holders of shares of Cumulative Preferred Stock
and Cumulative No




13







Par
Preferred Stock shall not be entitled to receive notice of any meeting of
shareholders at which they are not entitled to vote or consent.





(vii)  No
Preemptive Rights.  No holder of outstanding shares of Cumulative
Preferred Stock or Cumulative No Par Preferred Stock shall have any preemptive
right to subscribe for or acquire any shares of stock or other securities of any
kind hereafter issued by the Company.





B.  PREFERENCE
STOCK





(i)           Series
of Preference Stock.  Shares of Preference Stock may be issued from
time to time in one or more series as provided herein.  Each such
series shall be designated so as to distinguish the shares thereof from the
shares of all other series, and shall have such voting powers, full or limited,
or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the Articles of
Incorporation or any amendment thereto or in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors pursuant
to authority expressly vested in it by the provisions of this Articles of
Incorporation, subject however, to the prior rights and preferences of the
Cumulative Preferred Stock and the Cumulative No Par Preferred Stock with
respect to dividends, liquidation, preferences, redemption and repurchase, and
voting rights as set forth in Division A of this ARTICLE THIRD.  Any
of the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of any series of Preference Stock may be made
dependent upon facts ascertainable outside these Articles of Incorporation or of
any amendment thereto, or outside the resolution or resolutions providing for
the issue of such stock adopted by the Board of Directors, provided that the
manner in which such facts shall operate upon the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of such
class of stock is clearly and expressly set forth in these Articles of
Incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors.  The shares of
Preference Stock of all series shall be of equal rank, and all shares of any
particular series of Preference Stock shall be identical, except that, if the
dividends, if any, thereon are cumulative, the date or dates from which they
shall be cumulative may differ.  The terms of any series of Preference
Stock may vary from the terms of any other series of Preference Stock to the
full extent now or hereafter permitted by the Missouri General and Business
Corporation Law, and the terms of each series shall be fixed, prior to the
issuance thereof, in the manner provided for herein.  Without limiting
the generality of the foregoing, shares of Preference Stock of different series
may, subject to any applicable provisions of law, vary with respect to the
following terms:





(a)
            The
      distinctive designation of such series and the number of shares of such
      series;





(b)
            The
      rate or rates at which shares of such series shall be entitled to receive
      dividends, the conditions upon, and the times of payment of such
      dividends, the relationship and preference, if any, of such dividends to
      dividends payable on any other class or classes or any other series of
      stock,





14








and
whether such dividends shall be cumulative or noncumulative, and, if cumulative,
the date or dates from which such dividends shall be cumulative;





(c)
            The
      right, if any, to exchange or convert the shares of such series into
      shares of any other class or classes, or of any other series of the same
      or any other class or classes of stock of the Company, and if so
      convertible or exchangeable, the conversion price or prices, or the rates
      of exchange, and the adjustments, if any, at which such conversion or
      exchange may be made;





(d)
            If
      shares of such series are subject to redemption, the time or times and the
      price or prices at which, at the terms and conditions on which, such
      shares shall be redeemable;





(e)
            The
      preference of the shares of such series as to both dividends and assets in
      the event of any voluntary or involuntary liquidation or dissolution or
      winding up or distribution of assets of the
  Company;





(f)
            The
      obligation, if any, of the Company to purchase, redeem or retire shares of
      such series and/or maintain a fund for such purposes, and the amount or
      amounts to be payable from time to time for such purpose or into such
      fund, the number of shares to be purchased, redeemed or retired, and the
      other terms and conditions of any such
  obligation;





(g)
            The
      voting rights, if any, full or limited, to be given the shares of such
      series, including without limiting the generality of the foregoing, the
      right, if any, as a series or in conjunction with other series or classes,
      to elect one or more members of the Board of Directors either generally or
      at certain specified times or under certain circumstances, and
      restrictions, if any, on particular corporate acts without a specified
      vote or consent of holders of such shares (such as, among others,
      restrictions on modifying the terms of such series of Preference Stock,
      authorizing or issuing additional shares of Preference Stock or creating
      any additional shares of Preference Stock or creating any class of stock
      ranking prior to or on a parity with the Preference Stock as to dividends
      or assets); and





(h)
            Any
      other preferences, and relative, participating, optional or other special
      rights, and qualifications, limitations or restrictions
      thereof.





(ii)           Authority
for Issuance Granted to Board of Directors.  Authority is hereby
expressly granted to and vested in the Board of Directors at any time or from
time to time to issue the Preference Stock as Preference Stock of any series,
and in connection with the creation of each such series, so far as not
inconsistent with the provisions of this ARTICLE THREE applicable to all series
of Preference Stock, to fix, prior to the issuance thereof, by resolution
or





15





resolutions
providing for the issue of shares thereof, the authorized number of shares of
such series, which number may be increased, unless otherwise provided by the
Board of Directors in creating such series, or decreased, but not below the
number of shares thereof then outstanding, from time to time by like action of
the Board of Directors, the voting powers of such series and the designations,
rights, preferences, and relative, participating, optional or other special
rights, if any, and the qualifications, limitations or restrictions thereof, if
any, of such series.




C.  COMMON
STOCK





(i)         Dividends.  Subject
to the limitations in this ARTICLE THREE set forth, dividends may be paid on the
Common Stock out of any funds legally available for the purpose, when and as
declared by the Board of Directors.





(ii)        Liquidation
Rights.  In the event of any liquidation or dissolution of the
Company, after there shall have been paid to or set aside for the holders of
outstanding shares having superior liquidation preferences to Common Stock the
full preferential amounts to which they are respectively entitled, the holders
of outstanding shares of Common Stock shall be entitled to receive pro rata,
according to the number of shares held by each, the remaining assets of the
Company available for distribution.





(iii)       Voting
Rights.  Except as set forth in this ARTICLE THIRD or as by statute
otherwise mandatorily provided, the holders of the Common Stock shall
exclusively possess full voting powers for the election of Directors and for all
other purposes.





D.  GENERAL





(i)         Consideration
for Shares.  Subject to applicable law, the shares of the Company, now
or hereafter authorized, may be issued for such consideration as may be fixed
from time to time by the Board of Directors.  Subject to applicable
law and to the provisions of this ARTICLE THREE, shares of the Company issued
and thereafter acquired by the Company may be disposed of by the Company for
such consideration as may be fixed from time to time by the Board of
Directors.





(ii)  Crediting Consideration to
Capital.  The entire consideration hereafter received upon the
issuance of shares of Common Stock without par value shall be credited to
capital, and this requirement may not be eliminated or amended without the
affirmative vote or consent of the holders of two-thirds of the outstanding
Common Stock.





E.  CERTAIN
DEFINITIONS





In this ARTICLE THREE, and in any
resolution of the Board of Directors adopted pursuant to this ARTICLE THIRD
establishing a series of Cumulative Preferred Stock, a series of Cumulative No
Par Preferred Stock or a series of Preference Stock, and fixing the designation,
description and terms thereof, the meanings below assigned shall
control:





16


"Senior
      stock" shall mean shares of stock of any class ranking prior to shares of
      Cumulative Preferred Stock or Cumulative No Par Preferred Stock as to
      dividends or upon dissolution or
  liquidation;


"Parity
      stock" shall mean shares of stock of any class ranking on a parity with,
      but not prior to, shares of Cumulative Preferred Stock and Cumulative No
      Par Preferred Stock as to dividends or upon dissolution or
      liquidation;





"Junior
      stock" shall mean shares of stock of any class ranking subordinate to
      shares of Cumulative Preferred Stock or Cumulative No Par Preferred Stock
      as to dividends and upon dissolution or liquidation;
  and





Preferential
      dividends accrued and unpaid on a share of Cumulative Preferred Stock,
      Cumulative No Par Preferred Stock or Preference Stock, to any particular
      date shall mean an amount per share at the annual dividend rate applicable
      to such share for the period beginning with the date from and including
      which dividends on such share are cumulative and concluding on the day
      prior to such particular date, less the aggregate of all dividends paid
      with respect to such share during such
period.





ARTICLE
FOUR





No holder of outstanding shares of any
class shall have any preemptive right to subscribe for or acquire shares of
stock or any securities of any kind issued by the Corporation.





ARTICLE
FIVE





The name and place of residence of each
incorporator is as follows:





Bernard J. Beaudoin


11439 West 105th
Street


Overland Park, Kansas
66214





ARTICLE
SIX





The number of Directors to constitute
the first Board of Directors shall is ten (10).  Thereafter the number
of directors shall be fixed by, or in the manner provided by the By-laws
..  Any changes in the number will be reported to the Secretary of
State within thirty calendar days of such change.





ARTICLE
SEVEN





The duration of the corporation is
perpetual.





17





ARTICLE
EIGHT





The corporation is formed for the
following purposes:





The acquisition, construction,
maintenance and operation of electric power and heating plant or plants and
distribution systems therefor; the purchase of electrical current and of steam
and of other heating mediums and forms of energy; distribution and sale thereof;
the doing of all things necessary or incident to carrying on the business
aforesaid in the State of Missouri and elsewhere, and generally the doing of all
other things the law may authorize such a corporation so to do.





ARTICLE
NINE





The Board of Directors may make, alter,
amend or repeal By-laws of the Company by a majority vote of the whole Board of
Directors at any regular meeting of the Board or at any special meeting of the
Board if notice thereof has been given in the notice of such special
meeting.  Nothing in this ARTICLE NINE shall be construed to limit the
power of the shareholders to make, alter, amend or repeal By-laws of the Company
at any annual or special meeting of shareholders by a majority vote of the
shareholders present and entitled to vote at such meeting, provided a quorum is
present.





ARTICLE
TEN





At any meeting of shareholders, a
majority of the out­standing shares entitled to vote represented in person
or by proxy shall constitute a quorum; provided, that less
than such quorum shall have the right successively to adjourn the meeting to a
specified date not longer than 90 days after such adjournment, and no notice
need be given of such adjournment to shareholders not present at the
meeting.





ARTICLE
ELEVEN





These Articles of Incorporation may be
amended in accordance with and upon the vote prescribed by the laws of the State
of Missouri; provided, that in no
event shall any such amendment be adopted after the date of the adoption of this
ARTICLE ELEVEN without receiving the affirmative vote of at least a majority of
the outstanding shares of the Company entitled to vote.





ARTICLE
TWELVE





In addition to any affirmative vote
required by these Articles of Incorporation or By-laws, the affirmative vote of
the holders of at least 80% of the outstanding shares of Common Stock of the
Company entitled to vote shall be required for the approval or authorization of
any Business Combination with an Interested Shareholder; provided, however, that
such 80% voting requirement shall not be applicable if:















(a)
            the
      Business Combination shall have been approved by a majority of the
      Continuing Directors; or





(b)
            the
      cash or the Fair Market Value of the property, securities or other
      consideration to be received per share by holders of the Common Stock in
      such Business Combination is not less than the highest per share price
      paid by or on behalf of the Interested Shareholder for any shares of
      Common Stock during the five-year period preceding the announcement of
      such Business Combination.





The following definitions shall apply
for purposes of this ARTICLE TWELVE:





(a)
            The
      term "Business Combination" shall mean:  (i) any merger or
      consolidation involving the Company or a subsidiary of the Company with or
      into an Interested Shareholder; (ii) any sale, lease, exchange, transfer
      or other disposition (in one transaction or a series) of any Substantial
      Part of the assets of the Company or a subsidiary of the Company to or
      with an Interested Shareholder; (iii) the issuance of any securities
      of the Company or a subsidiary of the Company to an Interested Shareholder
      other than the issuance on a pro rata basis to all holders of shares of
      the same class pursuant to a stock split or stock dividend; (iv) any
      recapitalization or reclassification or other transaction that would have
      the effect of increasing the proportionate voting power of an Interested
      Shareholder; (v) any liquida­tion, spinoff, splitup or dissolution of
      the Company proposed by or on behalf of an Interested Shareholder; or (vi)
      any agreement, contract, arrangement or understanding providing for any of
      the transactions described in this definition of Business
      Combination;





(b)
            The
      term "Interested Shareholder" shall mean and include (i) any
      individual, corporation, partnership or other person or entity which,
      together with its "Affiliates" or "Associates" (as defined on
      March 1, 1986, in Rule 12b-2 of the General Rules and Regulations
      under the Securities Exchange Act of 1934) "beneficially owns" (as defined
      on March 1, 1986, in Rule 13d-3 of the General Rules and Regulations under
      the Securities Exchange Act of 1934) in the aggregate 5% or more of the
      outstanding shares of the Common Stock of the Company, and (ii) any
      Affiliate or Associate of any such Interested
  Shareholder;





(c)
            The
      term "Continuing Director" shall mean any member of the Board of Directors
      of the Company who is unaffiliated with the Interested Shareholder and was
      a member of the Board of Directors prior to the time that the Interested
      Shareholder became an Interested Shareholder, and any successor of a
      Continuing Director if the successor is unaffiliated with the Interested
      Shareholder and is recommended or elected to succeed the Continuing
      Director by a majority of Continuing
Directors;





19








(d)
            The
      term "Fair Market Value" shall mean:  (i) in the case of stock,
      the highest closing sale price during the 30-day period immediately
      preceding the date in question of a share of such stock on the Composite
      Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not
      quoted on the Composite Tape, on the New York Stock Exchange, or, if such
      stock is not listed on such Exchange, on the principal United States
      securities exchange registered under the Securities and Exchange Act of
      1934 on which such stock is listed, or, if such stock is not listed on any
      such exchange, the highest closing bid quotation with respect to a share
      of such stock during the 30-day period preceding the date in question on
      the National Association of Securities Dealers, Inc. Automated Quotations
      System or any similar system then in use, or, if no such quotations are
      available, the Fair Market Value on the date in question of a share of
      such stock as determined by a majority of the Continuing Directors; and
      (ii) in the case of property other than cash or stock, the Fair
      Market Value of such property on the date in question as determined by a
      majority of the Continuing Directors;
and





(e)
            The
      term "Substantial Part" shall mean 10% or more of the Fair Market Value of
      the total assets as reflected on the most recent balance sheet existing at
      the time the shareholders of the Company would be required to approve or
      authorize the Business Combination involving the assets constituting any
      such Substantial Part.





Notwithstanding ARTICLE ELEVEN or any
other provisions of these Articles of Incorporation or the By-laws of the
Company (and not withstanding the fact that a lesser percentage may be specified
by law), this ARTICLE TWELVE may not be altered, amended or repealed except by
the affirmative vote of the holders of at least 80% or more of the outstanding
shares of Common Stock of the Company entitled to vote.





ARTICLE
THIRTEEN





(a)
            Right
      to Indemnification.  Each person who was or is made a party or
      is threatened to be made a party to any action, suit or proceeding,
      whether civil, criminal, administrative or investigative, by reason of the
      fact that he or she is or was a Director or officer of the Company or is
      or was an employee of the Company acting within the scope and course of
      his or her employment or is or was serving at the request of the Company
      as a Director, officer, employee or agent of another corporation or of a
      partnership, joint venture, trust or other enterprise, including service
      with respect to employee benefit plans, shall be indemnified and held
      harmless by the Company to the fullest extent authorized by The Missouri
      General and Business Corporation Law, as the same exists or may hereafter
      be amended, against all expense, liability and loss (including attorneys'
      fees,





20





judgments,
fines, ERISA excise taxes or penalties and amounts paid to or to be paid in
settlement) actually and reasonably incurred by such person in connection
therewith.  The Company may in its discretion by action of its Board
of Directors provide indemnification to agents of the Company as provided for in
this ARTICLE THIRTEEN.  Such indemnification shall continue as to a
person who has ceased to be a Director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and
administrators.





(b)
            Rights
      Not Exclusive.  The indemnification and other rights provided by
      this ARTICLE THIRTEEN shall not be deemed exclusive of any other rights to
      which a person may be entitled under any applicable law, By-laws of the
      Company, agreement, vote of shareholders or disinterested Directors or
      otherwise, both as to action in such person's official capacity and as to
      action in any other capacity while holding the office of Director or
      officer, and the Company is hereby expressly authorized by the
      shareholders of the Company to enter into agreements with its Directors
      and officers which provide greater indemnification rights than that
      generally provided by The Missouri General and Business Corporation Law;
      provided,
      however, that no such further indemnity shall indemnify any person from or
      on account of such Director's or officer's conduct which was finally
      adjudged to have been knowingly fraudulent, deliberately dishonest or
      willful misconduct.  Any such agreement providing for further
      indemnity entered into pursuant to this ARTICLE THIRTEEN after the date of
      approval of this ARTICLE THIRTEEN by the Company's shareholders need not
      be further approved by the shareholders of the Company in order to be
      fully effective and enforceable.





Insurance.  The
      Company may purchase and maintain insurance on behalf of any person who
      was or is a Director, officer, employee or agent of the Company, or was or
      is serving at the request of the Company as a Director, officer, employee
      or agent of another Company, partnership, joint venture, trust or other
      enterprise against any liability asserted against or incurred by such
      person in any such capacity, or arising out of his or her status as such,
      whether or not the Company would have the power to indemnify such person
      against such liability under the provisions of this ARTICLE
      THIRTEEN.





Amendment.  This
      ARTICLE THIRTEEN may be hereafter amended or repealed; however, no
      amendment or repeal shall reduce, terminate or otherwise adversely affect
      the right of a person entitled to obtain indemnification or an advance of
      expenses with respect to an action, suit or proceeding that pertains to or
      arises out of actions or omissions that occur prior to the later of (a)
      the effective date of such amendment or repeal; (b) the expiration date of
      such person's then current










term of
office with, or service for, the Company (provided such person has a stated term
of office or service and completes such term); or (c) the effective date such
person resigns his or her office or terminates his or her service (provided such
person has a stated term of office or service but resigns prior to the
expiration of such term).















22








IN WITNESS WHEREOF, these Articles of
Incorporation have been signed on February 26, 2001.








By:           /s/Bernard
J.
Beaudoin                                                Bernard
J. Beaudoin


Signature                                                          Printed
Name











STATE
      OF MISSOURI
            ))
            ssCOUNTY
      OF JACKSON
            )





I, Jacquetta L. Hartman, a Notary
Public, do hereby certify that on February 26, 2001, personally appeared before
me Bernard J. Beaudoin, and being duly sworn by me, acknowledged that
he/she signed as his/her own free act and deed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.





IN WITNESS WHEREOF, I have hereunto set
my hand and seal the day and year before written.











/s/Jacquetta L. Hartman


(Notarial
Seal or
Stamp)                                       Notary
Public:  Jacquetta L. Hartman





My commission
expires:  April 8, 2004





My County of Commission:
Ray








23











EXHIBIT
      1





3.80%
CUMULATIVE PREFERRED STOCK





(a)           Establishment of Series and
Designation Thereof.There shall be and hereby is established
a series of Cumulative Preferred Stock, the distinctive serial designation of
the shares of which shall be, and such shares shall be known as, 3.80%
Cumulative Preferred Stock.  Such series shall be a closed series
consisting of One Hundred Thousand (100,000) shares of the Cumulative Preferred
Stock.





(b)           Rate of
Dividend.  The rate per annum for preferential dividends on the
shares of 3.80% Cumulative Preferred Stock shall be $3.80, which shall be
cumulative from and including the date of issue thereof.





(c)           Prices at which
Redeemable.The shares of 3.80% Cumulative Preferred Stock
shall be redeemable at any time after the issue thereof for $103.70 per share
plus preferential dividends at the rate aforesaid accrued and unpaid to the date
of redemption.





(d)           No Sinking
Fund.  There shall be no sinking fund for the purchase or
redemption of shares of 3.80% Cumulative Preferred Stock.





(e)           No Conversion
Privilege.  The shares of  3.80% Cumulative Preferred
Stock shall not be convertible into other shares or securities of the
Company.







24





EXHIBIT
2





4.50%
CUMULATIVE PREFERRED STOCK





(a)           Establishment of Series and
Designation thereof.There shall be and hereby is established a second
series of Cumulative Preferred Stock, the distinctive serial designation of the
shares of which shall be, and the shares of which shall be known as, 4.50%
Cumulative Preferred Stock.  Such series shall be a closed series
consisting of 100,000 shares of the Cumulative Preferred Stock.





(b)           Rate of
Dividend.  The rate per annum for preferential dividends on the
shares of 4.50% Cumulative Preferred Stock shall be $4.50 per share, which shall
be cumulative from and including the date of issue thereof.





(c)           Prices at which
Redeemable.  The shares of 4.50% Cumulative Preferred Stock
shall be redeemable at any time after the issue thereof for $101.00 per share
plus preferential dividends at the rate aforesaid accrued and unpaid to the date
of redemption.





(d)           No Sinking
Fund.  There shall be no sinking fund for the purchase or
redemption of shares of 4.50% Cumulative Preferred Stock.





(e)           No Conversion
Privilege.  The shares of 4.50% Cumulative Preferred Stock
shall not be convertible into other shares or securities of the
Company.












EXHIBIT
3





4.20%
CUMULATIVE PREFERRED STOCK





(a)           Establishment of Series and
Designation thereof.  There shall be and hereby is established
a fourth series of Cumulative Preferred Stock, the distinctive serial
designation of the shares of which shall be, and the shares of which shall be
known as, 4.20% Cumulative Preferred Stock.  Such series shall be a
closed series consisting of 70,000 shares of the Cumulative Preferred
Stock.





(b)           Rate of
Dividend.  The rate per annum for preferential dividends on the
shares of 4.20% Cumulative Preferred Stock shall be $4.20 per share, which shall
be cumulative from and including the date of issue thereof.





(c)           Prices at which Redeemable.The shares of 4.20% Cumulative Preferred Stock shall be redeemable at any
time after the issue thereof for $102.00 per share plus preferential dividends
at the rate aforesaid accrued and unpaid to the date of redemption.





(d)           No Sinking
Fund.  There shall be no sinking fund for the purchase or
redemption of shares of 4.20% Cumulative Preferred Stock.





(e)           No Conversion
Privilege.  The shares of 4.20% Cumulative Preferred Stock
shall not be convertible into other shares or securities of the
Company.












EXHIBIT
4





4.35%
CUMULATIVE PREFERRED STOCK





(a)           Establishment of Series and
Designation thereof.  There shall be and hereby is established
a fifth series of Cumulative Preferred Stock, the distinctive serial designation
of the shares of which shall be, and the shares of which shall be known as,
4.35% Cumulative Preferred Stock.  Such series shall be a closed
series consisting of 120,000 shares of the Cumulative Preferred
Stock.





(b)           Rate of
Dividend.  The rate per annum for preferential dividends on the
shares of 4.35% Cumulative Preferred Stock shall be $4.35 per share, which shall
be cumulative from and including the date of issue thereof.





(c)           Prices at which
Redeemable.  The shares of 4.35% Cumulative Preferred Stock
shall be redeemable at any time after the issue thereof for $101.00 per share
plus preferential dividends at the rate aforesaid accrued and unpaid to the date
of redemption.





(d)           No Sinking Fund.There shall
be no sinking fund for the purchase or redemption of shares of 4.35% Cumulative
Preferred Stock.





(e)           No Conversion
Privilege.  The shares of 4.35% Cumulative Preferred Stock
shall not be convertible into other shares or securities of the
Company.










27