**ARTICLES
      OF INCORPORATION**


**OF**


**GREAT
      PLAINS ENERGY INCORPORATED**





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 One Hundred Sixty-Two
      Million Nine Hundred Sixty-Two Thousand (162,962,000) 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.


One
                Hundred Fifty Million (150,000,000) 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:




1





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 involun-tary
                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, limita-tions 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 fore-going 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 respec-tive 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 divi-dends 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.







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 applica-tion 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 dis-solution 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 insuffi-cient 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 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 redemp-tion 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 circu-lation 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 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 Cumula-tive 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 outstand-ing 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 Cumula-tive 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 Cumula-tive 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 disposi-tion, 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 liquida-tion 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 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 dispo-sition 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.




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 divi-dends, 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 consti-tute a majority of the full Board of Directors, which right
      shall con-tinue 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:




9





(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
                    condi-tion 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 share-holders 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;
   
   (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 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 recon-vene 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 candi-date, 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 represen-tative, 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 (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 sub-paragraphs (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 divi-dends 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).
  The
                  junior stock equity of the Company shall be deemed to consist of
                  the sum
                  of the amount of par or stated capital repre-sented 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 divi-dends
                  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 accor-dance 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 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, 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 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:









"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 105 th 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.





**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 out-standing 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 liquida-tion, 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;




(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, 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).













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 )


)  ss


COUNTY
      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










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.









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.