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                                                                    Exhibit 3(b)
                                  AQUILA, INC.

                              AMENDED AND RESTATED
                                     BY-LAWS

                                    ARTICLE I

                                  STOCKHOLDERS

     SECTION 1. ANNUAL MEETINGS. The Corporation shall hold regular annual
meetings of its Stockholders for the election of Directors and for the
transaction of such other business as may properly be brought before the meeting
at its executive offices in Kansas City, Missouri, or at such other locations as
the Board of Directors may designate, on the first Wednesday in May, in each
year, if not a legal holiday, and if a legal holiday, then on the first day
following which is not a legal holiday, or at such other date as may be
designated from time to time by the Board of Directors and stated in the notice
of the meeting.

     SECTION 2. SPECIAL MEETINGS. At any time in the interval between annual
meetings, special meetings of the Stockholders may be called by the Chairman or
the President, or by a majority of the Board of Directors by vote at a meeting
or in writing with or without a meeting, or by not less than a majority of all
of the outstanding shares entitled to vote at such meeting. At any time after
the vesting of voting power of the holders of the Preference Stock, a special
meeting of the Stockholders shall be held upon the request in writing of any
holder of the Preference Stock entitled to vote in which case the President, a
Vice President or the Secretary shall call such meeting to be held not less than
ten (10) days nor more than sixty (60) days after the receipt of such request.
Special meetings of the Stockholders shall be held at the executive offices of
the Corporation in Kansas City, Missouri except in cases in which the calls
designate some other place either within or out of the State of Missouri.

     SECTION 3. NOTICE OF MEETING. Notice of every annual meeting or special
meeting of the Stockholders shall state the place, day and hour of such meeting
and shall be given to each Stockholder entitled to vote at such meeting by
leaving the same with him or her at his or her residence or usual place of
business or by mailing it, postage prepaid and addressed to him or her at his or
her address as it appears upon the books of the Corporation, not less than ten
(10) nor more than sixty (60) days before such meeting. Notice of every special
meeting shall state the purpose or purposes of the proposed meeting. Failure to
give notice of any annual meeting, or any irregularity in such notice, shall not
affect the validity of such annual meeting or of any proceedings at such
meeting,

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

     It shall not be requisite to the validity of any meeting of Stockholders
that notice thereof, whether prescribed by law, by the Certificate of
Incorporation or by these By-Laws, shall have been given to any Stockholder who
attends in person or by proxy, except as otherwise prescribed by law, or to any
Stockholder, who in writing executed and filed with records of the meeting
either before or after the holding thereof, waives such notice.

     SECTION 4. QUORUM. At all meetings of Stockholders, the holders of record
of a majority of the shares of stock of the Corporation issued and outstanding
and entitled to vote thereat, present in person or by proxy, shall constitute a
quorum for the transaction of business; provided, however, that at any special
meeting of Stockholders called at the request of any holders of the Preference
Stock pursuant to Section 2 of this Article I, and at the next and succeeding
annual meetings of Stockholders until termination of such voting power of the
Preference Stock, the holders of record of a majority of the shares of the
Preference Stock issued and outstanding, present in person or represented by
proxy, shall constitute a quorum for the election of such number of Directors as
the holders of the Preference Stock may be entitled to elect at such special or
annual meetings. If, however, no such quorum shall be present or represented at
any meeting of the Stockholders, the Stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time without notice other than announcement at the meeting, until the
requisite amount of voting stock shall be present or represented. At such
adjourned meeting at which the requisite amount of voting stock shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally called. If adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Stockholder of
record entitled to vote at the meeting.

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

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majority in interest of the Stockholders entitled to vote thereon, present in
person or by proxy, at such meeting, a quorum being present.

     SECTION 6. PROXIES. Any Stockholder entitled to vote at any meeting of
Stockholders may vote either in person or by proxy, but no proxy which is dated
more than three (3) years before the meeting at which it is offered shall be
accepted, unless such proxy shall, on its face, name a longer period for which
it is to remain in force. Every proxy shall be in writing subscribed by the
Stockholder or his or her duly authorized attorney, and dated, but need not be
sealed, witnessed or acknowledged.

     In lieu thereof, to the extent permitted by law, a proxy may be transmitted
in a telegram, cablegram or other means of electronic transmission provided that
the telegram, cablegram or electronic transmission either sets forth or is
submitted with information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the Stockholder. A
copy, facsimile transmission or other reliable reproduction of a written or
electronically-transmitted proxy authorized by this Section 6 may be substituted
for or used in lieu of the original writing or electronic transmission.

     SECTION 7. LIST OF STOCKHOLDERS. A complete list of the Stockholders
entitled to vote at each meeting of Stockholders arranged by class in
alphabetical order, with the address of each according to the records of the
Corporation and the number of voting shares registered in the name of each,
shall be prepared by the Secretary and shall be open to the examination of any
Stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days before every meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any Stockholder who is present and shall be the only evidence as to
who are the Stockholders entitled to examine the list of Stockholders or to vote
in person or by proxy at such meeting.

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

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

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

     SECTION 10. NOTICE OF STOCKHOLDER PROPOSAL. At a meeting of the
Stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. Any Stockholder who intends to bring any matter
other than the election of Directors before a meeting of Stockholders and is
entitled to vote on such matter shall deliver written notice of such
Stockholder's intent to bring such matter before the meeting of Stockholders,
either by personal delivery or by United States mail, postage pre-paid, to the
Secretary of the Corporation. Such notice must be received by the Secretary not
later than the following dates: (1) with respect to an annual meeting of
Stockholders, 60 days in advance of such meeting if such meeting is to be held
on a day which is within 30 days preceding the anniversary of the previous
year's annual meeting or 90 days in advance of such meeting if such meeting is
to be held on or after the

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anniversary of the previous year's annual meeting; and (2) with respect to any
other annual meeting of Stockholders, or a special meeting of Stockholders the
close of business on the tenth day following the date of public disclosure of
the date of such meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

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

     Effective for Directors first elected or appointed to the Board of
Directors on and after November 3, 1993, each Director of the Corporation upon
attaining the age of 72 years shall be deemed to have submitted his or her
resignation as a Director of this Corporation to be effective on the day such
Director attains the age of 72 years. The continuation as a Director, election
or reelection of a Director, by mistake or otherwise, in violation of the
aforesaid policy, shall not, ipso facto, void such continuation, election or
reelection, or nullify any action so taken by such person as a Director.

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     Directors need not be Stockholders. The business and property of the
Corporation shall be conducted and managed by its Board of Directors, which may
exercise all of the powers of the Corporation except such as are by statute, by
the Certificate of Incorporation or by these By-Laws conferred upon or reserved
to the Stockholders. The Board of Directors shall keep full and fair account of
its transactions.

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

     SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever called by the Secretary at the direction and upon the
request of the Chairman of the Board, the Vice Chairman of the Board, the
President, or by the Board of Directors by a vote at a meeting or any two
Directors, and notice of the place, day and hour of every special meeting shall
be given to each Director by the mailing of notice to each Director at least 48
hours before the meeting or by notifying each Director of the meeting at least
24 hours prior thereto either personally, by telephone, telegram, cablegram or
electronic or facsimile transmission. It shall not be requisite to the validity
of any meeting of the Board of Directors that notice thereof shall have been
given to any Director who attends, or to any Director who, in writing executed
and filed with the records of the meeting either before or after the holding
thereof, waives such notice. No notice of adjourned meetings of the Board of
Directors need be given. All regular and special meetings of the Board of
Directors shall be general meetings, which will be open for the transaction of
any business within the powers of the Corporation without special notice of such
business, except in cases in which special notice is required by law, by the
Certificate of Incorporation, by these By-Laws or by the call of such meeting.

     SECTION 4. QUORUM. At all meetings of the Board of Directors, a majority of
the total number of the Directors as constituted from time to time shall
constitute a quorum for the transaction of business. Except in cases in which it
is by law, by the Certificate of Incorporation or by these By-Laws otherwise
provided, a majority of such quorum shall decide any questions that may come
before the meeting. In the absence of a quorum at any meeting of the Board, such
meeting need not be held, or a majority of the Directors present thereat, or, if
no Director be present, the Secretary may adjourn such meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given. At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally notified.

     SECTION 5. VACANCIES. Vacancies occurring in the Board of Directors,
through death, resignation, increase in the number of Directors, termination of
the terms of office of Directors elected by the holders of the Preference Stock
or any other cause

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may be filled by the vote of a majority of the remaining Directors, although
such majority is less than a quorum; provided, however, that so long as voting
power is vested in the holders of the Preference Stock to elect Directors, any
vacancy in Directors elected by the holders of Preference Stock may be filled by
the remaining Director elected by the holders of the Preference Stock or, in the
event of simultaneous vacancies among Directors elected by the holders of the
Preference Stock, an election of the holders of the Preference Stock pursuant to
the provisions of Article Four of the Certificate of Incorporation will be held,
and any vacancies in the Directors elected by any other class or classes of
stock may be filled by the remaining Director or Directors elected by such class
or classes of stock.

     SECTION 6. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the Directors of the Corporation. The Board may
designate one or more Directors as alternate members of any such committee, who
may replace any absent or disqualified member at any meeting of the committee.
Any such committee shall have such powers as are granted to it by the resolution
of the Board or by subsequent resolutions passed by a majority of the whole
Board. Nothing herein shall limit the authority of the Board of Directors to
appoint other committees consisting in whole or in part of persons who are not
Directors of the Corporation to carry out such functions as the Board may
designate.

     SECTION 7. PRESENCE AT MEETING. Members of the Board of Directors or any
committee designated by such Board, may participate in the meeting of said Board
or committee by means of conference telephone or similar communication equipment
by means of which all persons in the meeting can hear each other and
participate. The ability to participate in a meeting in the above manner shall
constitute presence at said meeting for purpose of a quorum and any action
thereat.

     SECTION 8. ACTION WITHOUT MEETINGS. Any action required to be taken at any
meeting of the Board of Directors or any committee designated by such Board may
be taken without a meeting, if all members of the Board or committee consent
thereto in writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

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

     SECTION 10. PROCEDURE FOR NOMINATIONS BY STOCKHOLDERS. Any Stockholder
entitled to vote for the election of a Director at an Election Meeting may
nominate one or more persons for such election only if written notice of such

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

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

     SECTION 12. COMPENSATION. Directors may receive such compensation as may be
fixed for their services by resolution of the Board of Directors, and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting thereof. Nothing in this Section shall be construed to preclude a
Director from serving the Corporation in any other capacity and receiving
compensation therefor.

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                                   ARTICLE III

                                    OFFICERS

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

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

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

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

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

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

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

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     SECTION 7. OFFICERS HOLDING TWO OR MORE OFFICES. Any two of the above
mentioned offices may be held by the same person, except that one person may not
hold the offices of President and Vice President, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument be required by statute, by the Certificate of Incorporation or by
these By-Laws, to be executed, acknowledged or verified by any two or more
officers.

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

     SECTION 9. REMOVAL. Any officer of the Corporation may be removed, with or
without cause, by a vote of a majority of the entire Board of Directors at a
meeting called for that purpose, or by an officer upon whom such power of
removal may have been conferred.

                                   ARTICLE IV

                                      STOCK

     SECTION 1. CERTIFICATES AND UNCERTIFICATED SHARES. Certificates
representing stock in the Corporation shall be signed in the name of and for and
on the behalf of the Corporation by the Chairman of the Board, the President or
a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, and sealed, with the seal of the Corporation;
provided, however, that where such certificate is countersigned by a transfer
agent, other than the Corporation or its employee, or by a registrar, other than
the Corporation or its employee, any other signature on such certificate may be
a facsimile, engraved, stamped or printed. In case an officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates shall cease to be such officer or
officers whether because of death, resignation, or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature shall have been used thereon had not ceased to be such
officer or officers. Stock certificates shall be in such form, not inconsistent
with law or with the Certificate of Incorporation, as shall be approved by the
Board of Directors.

     The powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock,
provided that, except as otherwise provided in Section 202 of the

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

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

     SECTION 2. TRANSFER OF SHARES. Transfers of stock shall be made upon the
books of the Corporation by the registered holder in person or by duly
authorized attorney, or upon presentation of proper evidence of succession,
assignment or authority to transfer and, in the case of shares represented by
certificates, upon surrender of the certificate.

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

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

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may be, shall be made in accordance with Section 213 of the General Corporation
Law of Delaware.

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

                                    ARTICLE V

                              DIVIDENDS AND FINANCE

     SECTION 1. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, and of any bonds or indentures securing bonds of the Corporation,
the Board of Directors may, in its discretion, declare what, if any, dividends
shall be paid upon the stock of the Corporation, or upon any class of such
stock. Except as otherwise provided by the Certificate of Incorporation,
dividends shall be payable upon such dates as the Board of Directors may
designate. Before payment of any dividend there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for payment
as a sinking fund to retire bonds of the Corporation, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
Directors shall think conducive to the interests of the Corporation, and the
Directors may abolish any such reserve in the manner in which it was created.

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     SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be the
twelve months ending on December 31 of each year, unless otherwise provided by
the Board of Directors.

                                   ARTICLE VI

                                SUNDRY PROVISIONS

     SECTION 1. SEAL. The Corporate Seal of the Corporation shall bear the name
of the Corporation and the words "CORPORATE SEAL, DELAWARE" and may bear the
year of incorporation. If deemed advisable by the Board of Directors, a
duplicate seal or duplicate seals may be provided and kept for the necessary
purposes of the Corporation.

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

     SECTION 3. VOTING STOCK IN OTHER CORPORATIONS. Any stock in other
corporations, which may from time to time be held by the Corporation, may be
represented and voted at any meeting of stockholders of such other corporations
by the Chairman, President, Secretary or Assistant Secretary of the Corporation
or any officer of the Corporation authorized by the Chairman or President or by
any officer or nominee of the Corporation when authorized by the Board of
Directors.

     SECTION 4. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Except as otherwise
provided by Delaware law, each person who is or was serving as a director or
officer of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, (including the heirs,
executors, administrators or estate of such person), shall be indemnified by the
Corporation against any costs or expenses (including attorney's fees),
judgments, fines and amounts paid in settlement, which are actually and
reasonably incurred by such person in connection with any threatened, pending or
completed action, suit or proceeding, whether criminal, civil, administrative or
investigative, and whether brought by or in the right of the Corporation to
procure a judgment in its favor, to which such person is made a party or
threatened to be made a party by reason of the fact that he is or was a director
or officer of the Corporation, or is or was at the request of the Corporation
serving as a director, officer, employee or agent

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of another corporation, partnership, joint venture, trust or other enterprise.
Such right to indemnification, however, may be made only as authorized in any
particular case by the Board of Directors by (1) a majority vote of a quorum
thereof consisting of Directors not parties to the action, suit or proceeding,
or, (2) if such a quorum is not obtainable or, if obtainable, a majority thereof
so directs, by independent legal counsel (who, if a quorum of disinterested
directors is not obtainable, shall be selected by a majority vote of the full
Board) in a written opinion, or (3) by the Stockholders, upon a determination
that the person to be indemnified, did under the circumstances involved, act in
good faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action, upon a determination that the person to be indemnified had no
reasonable cause to believe that his or her conduct was unlawful. The
Corporation shall advance the costs and expenses (including attorney's fees)
reasonably incurred by each person in defending any civil or criminal action,
suit or proceeding herein described in advance of the final disposition thereof,
if authorized by the Board of Directors in the specific case, upon receipt of an
undertaking by or on behalf of such person to repay any or all of such amount as
to which it may be ultimately determined under this By-Law that such person is
not entitled. The indemnification provided by this By-Law provision shall not be
exclusive of any other right to which those indemnified may be entitled under
the laws of the State of Delaware, as now in effect or hereafter amended, or
under any other by-law or any agreement, vote of the Stockholders or
disinterested directors, or otherwise, and shall not limit in any way any right
which the Corporation may have to make further indemnifications with respect to
the same or different persons or classes of persons.

     SECTION 5. AMENDMENTS. Subject to the provisions of Article Seven of the
Certificate of Incorporation, these By-Laws, whether made by the Stockholders or
by the Board of Directors, may be amended, added to or repealed at any meeting
of the Board of Directors or the Stockholders.

     SECTION 6. DIVISIONS. The Board of Directors may from time to time
designate and organize certain geographical areas of the utility operations and
business of the Corporation as Divisions of the Corporation. The Board of
Directors may cause such Divisions to operate and conduct business by names
other than the name of the Corporation if lawful to do so.

     SECTION 7. REGISTERED OFFICE AND REGISTERED AGENT. The location of the
registered office and the name of the registered agent of the Corporation in the
State of Delaware shall be as stated in the Certificate of Incorporation or as
determined from time to time by the Board of Directors and on file in the
appropriate public offices of the state of Delaware pursuant to applicable
provisions of law.

     SECTION 8. CORPORATE OFFICES. The Corporation may have such other corporate
offices and places of business anywhere within or out of the State of Delaware

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as the Board of Directors may from time to time designate or the business of the
Corporation may require.

                                                /s/ Leslie J. Parrette, Jr.
                                                ---------------------------
                                                Leslie J. Parrette, Jr.
                                                Corporate Secretary

Date: March 15, 2002

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