ILA

Exhibit 3(a)

RESTATED CERTIFICATE OF INCORPORATION
OF
AQUILA, INC.


On September 9, 1986, the Corporation filed its original Certificate of
Incorporation with the Delaware Secretary of State under the name "UtiliCorp
United Inc." On March 15, 2002, the Corporation changed its name to "Aquila,
Inc." pursuant to Section 253(b) of the Delaware General Corporation Law
("DGCL"). This Restated Certificate of Incorporation was adopted by the
Corporation's board of directors in accordance with Section 245 of the DGCL, and
it only restates and integrates and does not amend the provisions of the
Corporation's Certificate of Incorporation as heretofore amended or
supplemented. There is no discrepancy between this Restated Certificate of
Incorporation and the provisions of the original Certificate of Incorporation as
heretofore amended or supplemented.

ARTICLE ONE

The name of the Corporation is Aquila, Inc.

ARTICLE TWO

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

ARTICLE THREE

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

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

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

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

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

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

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

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

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

(i) To apply for, purchase, or in any manner to acquire, and
to hold, own, use and operate, and to sell or in any manner dispose of, and to
grant, license other rights in respect of, and in any manner deal with, any and
all rights, inventions, improvements and processes used in connection with or
secured under letters patent or copyrights of the United States or other
countries or otherwise to work, operate or develop the same, and to carry on any
business, manufacturing or otherwise, which may directly or indirectly
effectuate these objects or any of them;

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

(k) To borrow money for its corporate purposes, and to make,
accept, endorse, execute and issue promissory notes, bills of exchange, bonds,
debentures, or other obligations, from time

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to time, for the purchase of property or for any purpose in or about the
business of the Corporation, and, if deemed proper, to secure the payment of any
such obligations by mortgage, pledge, deed of trust or otherwise;

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

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

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

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

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

ARTICLE FOUR

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

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

A. PREFERENCE STOCK

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

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

(b) the dividend rate thereof;

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

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

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

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

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

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

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

(2) DIVIDENDS.

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

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

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

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dividend upon such shares from the date upon which dividends thereon became
cumulative to the date of liquidation, dissolution or winding up of the
Corporation exceeds the dividends actually paid thereon or declared and set
apart for payment thereon from such date to the date of liquidation, dissolution
or winding up of the Corporation. The Preference Stock shall not receive any
share in any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation in excess of the aggregate amount above specified.

(4) REDEMPTION.

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

(b) Notice of intention of the Corporation to redeem shares of
the Preference Stock or any series thereof shall be mailed at least thirty (30)
days before the date of redemption to each holder of record of the shares to be
redeemed, at his last known post office address as shown by the records of the
Corporation. At any time after such notice has been mailed as aforesaid, the
Corporation may deposit the aggregate redemption price (or the portion thereof
not already paid in the redemption of shares so to be redeemed) with any bank or
trust company in the City of Kansas City, Missouri, City of Chicago, Illinois,
or in the City of New York, New York, named in such notice payable in amounts
aforesaid to the respective orders of the record holders of the shares so to be
redeemed, on endorsement and surrender of their certificates, and thereupon said
holders shall cease to be shareholders with respect to said shares and from and
after the making of such deposit, said holders shall have no interest in or
claim against the Corporation with respect to said shares, but shall be entitled
only to receive said moneys from said bank or trust company with interest, if
any, allowed by such bank or trust company on such moneys deposited as provided
in this Subsection (b), on endorsement and surrender of their certificates as
aforesaid.

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

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

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(6) RESTRICTIONS ON CERTAIN CORPORATE ACTION.

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

(b) So long as any shares of Preference Stock are outstanding,
the Corporation shall not increase the total authorized amount of the Preference
Stock or any class of stock which is entitled to dividends or shares in
distribution of assets on a parity with or in priority to the Preference Stock,
unless the holders of record of not less than a majority of the number of shares
of the Preference Stock then outstanding (as a single class separate from the
holders of all other classes of stock) shall vote therefor in person or by proxy
at a meeting held pursuant to notice containing a statement of such purpose.

FIXING OF SERIES

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

PREFERENCE STOCK, $2.4375 SERIES

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

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

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

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

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<Table>
<Caption>

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

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

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

(g) OTHER CHARACTERISTICS. The Preference Stock, $2.4375
Series, shall have the liquidation preferences, rights and other characteristics
and shall be subject to the limitations and restrictions as are attributed to
and imposed upon Preference Stock in general by this Restated Certificate of
Incorporation.

PREFERENCE STOCK, $2.6125 SERIES

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

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

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

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

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

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

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

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

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

(h) OTHER CHARACTERISTICS. The Preference Stock, $2.6125
Series, shall have the voluntary liquidation preferences, rights and other
characteristics and shall be subject to the limitations and restrictions as are
attributed to and imposed upon Preference Stock in general by this Restated
Certificate of Incorporation.

PREFERENCE STOCK, $4.125 SERIES

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

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

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

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

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

Notwithstanding the foregoing, prior to June 1, 1987, no purchase or redemption
of the Preference Stock, $4.125 Series, may be made, directly or indirectly, in
whole or in part, from, or in anticipation of, the applications of the proceeds
(or any part of the proceeds) of borrowed funds or the proceeds of an issue of
any stock ranking prior to or on a parity with the Preference Stock, $4.125
Series, if such borrowed funds bear an interest rate or have a cost to the
Corporation (calculated in accordance with generally accepted financial
practice), or such stock has a dividend rate or cost to the Company (so
calculated), less than the dividend rate per annum of the Preference Stock,
$4.125 Series. Shares of Preference Stock, $4.125 Series, may be redeemed
whether or not any shares or any other series of Preference Stock have been or
are to be redeemed.

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

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

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

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

B. COMMON STOCK

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

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

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

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

C. CLASS A COMMON STOCK

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

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qualifications, limitations or restrictions of the Class A Common Stock or of
such series, to the fullest extent now or hereafter permitted by the laws of the
State of Delaware, including but not limited to, the variations between
different series in the following respects:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE FIVE

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

SECTION 2. Unless the Bylaws otherwise provide, the Board of Directors
shall be divided into three classes, Class A, Class B and Class C, each class to
be elected at successive annual meetings of stockholders for a term of three
years and to be as nearly equal in number as possible. At each annual meeting of
stockholders, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting. Each director shall, subject to the provisions of
Article Four hereof in the event of the vesting of voting power in the
Preference Stock, hold office for the term for which he was elected and until
his successor is elected and qualified or until his office for the term for
which he was elected and until his successor is elected and qualified or until
his earlier resignation or removal. Any increase or decrease in the number of
directors shall be apportioned by the Board of Directors among the classes so as
to make all classes as nearly equal in number as possible. No decrease in the
number of directors shall shorten the term of any incumbent director. A director
who is chosen in the manner provided in the Bylaws to fill a vacancy in the
Board or to fill a newly-created directorship resulting from an increase in the
number of directors shall, subject to the provisions of Article Four hereof in
the event of the vesting of voting power in the Preference Stock, hold office
until the next election of the class for which such director shall have been
chosen and until his successor is elected and qualified or until his earlier
resignation or removal.

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

ARTICLE SIX

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 5. Notwithstanding the provisions of Section 1(a) of this
Article Six, the affirmative vote of the holders of not less than 80% of the
outstanding shares of the Voting Stock (as defined in Article Seven) of the
Corporation shall be required to amend or repeal, or to adopt any provision
inconsistent with Article II or Section 6 of Article VI of the Bylaws of the
Corporation unless such action has been first approved by the affirmative vote
of not less than two-thirds of the Continuing Directors (as defined in Article
Seven).

ARTICLE SEVEN

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

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

(2) The Business Transaction is a merger or consolidation, or sale of
all or substantially all of the assets of the Corporation, and the cash or fair
market value of the property, securities or other consideration to be received
per share by holders of Common Stock of the Corporation (other than the Related
Person) in the Business Transaction is an amount at least equal to the "Minimum
Purchase Price" (as hereinafter defined).

For the purposes of this Article Seven:

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

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(b) The term "RELATED PERSON" shall mean and include (i) any
individual, corporation, association, partnership or other person or entity
which, together with its Affiliates and Associates (both as hereinafter
defined), "beneficially owns" (as defined on March 1, 1984 in Rule 13d-3 under
the Securities Exchange Act of 1934) in the aggregate 20% or more of the
outstanding Voting Stock of the Corporation, and (ii) any Affiliate or Associate
(other than the Corporation or a wholly-owned subsidiary of the Corporation) of
any such individual, corporation, partnership or other person or entity. Two or
more persons or entities acting as a syndicate or group, or otherwise, for the
purpose of acquiring, holding or disposing of Voting Stock of the Corporation
shall be deemed a "person."

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

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

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

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

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

(h) For the purpose of paragraph (2) of this Article Seven,
the term "OTHER CONSIDERATION TO BE RECEIVED" shall include without limitation
Common Stock of the Corporation retained

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by its existing stockholders other than the Related Person referred to in such
paragraph in the event of a Business Transaction in which the Corporation is the
surviving Corporation.

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

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

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

ARTICLE EIGHT

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

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

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

SECTION 4. At a meeting called expressly for that purpose, directors
may be removed in the manner provided in this Section. Such meeting shall be
held at the registered office or principal business office of the Corporation in
this state or in the city or county of the state in which the principal business
office of the Corporation is located. The entire Board of Directors may be
removed as provided in Section 3 of Article Five of this Restated

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Certificate of Incorporation. If less than the entire Board is to be removed, no
one of the Directors may be removed without cause. Whenever the holders of the
shares of any class or series are entitled to elect one or more directors by the
provisions of this Restated Certificate of Incorporation, the provisions of this
Section shall apply, in respect of the removal of a director or directors so
elected, to the vote of the holders of the outstanding shares of that class or
series and not to the vote of the outstanding shares as a whole. This Section
may not be repealed or amended in any respect, unless such action is approved by
the affirmative vote of the holders of not less than 80% of the outstanding
shares of Voting Stock (as defined in Article Seven) of the Corporation.

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

ARTICLE NINE

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

ARTICLE TEN

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

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

* * * * *


IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be signed and filed with the Delaware Secretary
of State by the undersigned duly authorized officer on this 8th day of August,
2002.

AQUILA, INC.

By: /S/ LESLIE J. PARRETTE, JR.
-------------------------------
Name: Leslie J. Parrette, Jr.
Title: Corporate Secretary