AMENDED AND RESTATED
REGULATIONS
OF
TORO ENERGY OF MISSOURI, LLC

These Amended and Restated Regulations (these "Regulations") of Toro Energy of Missouri, LLC, a Texas limited liability
company (the "Company"), is entered into by Toro Partners, LP, a Texas limited partnership ("Toro Partners"), pursuant to and in
accordance with the Texas Limited Liability Company Act (Texas Revised Civil Statutes Article 1528n, et seq.), as amended (the
"Act"), for the regulation and management of the Company.

W I T N E S S E T H

WHEREAS, the Company was formed on July 21, 1999, when its Articles of Organization were filed with the Secretary of State
of Texas;

WHEREAS, Toro Partners adopted those certain Amended and Restated Regulations of Toro Energy of Missouri, LLC, dated
September 30, 1999 (the "Original Regulations"), for the regulation and management of the Company; and

WHEREAS, Toro Partners, being the sole member of the Company, desires to amend and restate the Original Regulations in their
entirety.

NOW, THEREFORE, in consideration of the premises, Toro Partners hereby amends and restates the Original Regulations as
follows:

1. Name. The name of the limited liability company is Toro Energy of Missouri, LLC.

2. Purpose. The purpose for which the Company is organized is to transact any and all lawful business for which limited
liability companies may be formed under the Act and which is not forbidden by the law of the jurisdiction in which the Company
engages in that business.

3. Registered Office; Registered Agent. The registered office and registered agent of the Company in the State of Texas shall
be as specified in the Articles of Organization (the "Articles") filed with the Secretary of State of Texas. The Board of Managers
may change the registered office and the registered agent at such times as the Board of Managers determines appropriate in any manner
provided by law.

4. Principal Office. The principal office of the Company (at which the books and records of the Company shall be maintained)
shall be at such place as the Board of Managers may designate, which need not be in the State of Texas. The Company may have such
other offices as the Board of Managers may designate.

5. Member. The term "Member" as used in these Regulations means Toro Partners, in its capacity as a member (within the meaning
of the Act) of the Company, and any person hereafter admitted to the Company as a member, but such term does not include any person
who has ceased to be a member of the Company. The name and the mailing address of the initial Member are as follows:

Toro Partners, LP
10 Lafayette Square
Buffalo, NY 14203

6. Powers. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper,
advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2, including any and all powers
set forth in the Act.

7. Term. The term of the Company commenced on the date of the filing of the Articles in the Office of the Secretary of State
of Texas and shall be perpetual, unless it is dissolved sooner as a result of: (a) the written election of the Member, (b) the entry
of a decree of judicial dissolution under Article 6.02 of the Act, or (c) the occurrence of an event that causes there to be no
members of the Company, unless the Company is continued in accordance with the Act. No other event shall cause a dissolution of the
Company.

8. Capital Contributions. The Member shall make capital contributions to the Company at such times and in such amounts as
determined by the Member in its sole discretion. All capital contributions made by the Member to the Company shall be credited to
the Member's account.

9. Distributions. The Company shall make cash distributions to the Member at such times and in such amounts as may be
determined by the Board of Managers. The Company may make non-cash distributions to the Member at such times and in such forms as
may be determined by the Board of Managers. Notwithstanding any other provision of these Regulations, neither the Company, nor the
Board of Managers on behalf of the Company, shall make a distribution to the Member if such distribution would violate the Act or
other applicable law.

10. Management. Subject to the provisions of the Act and any limitations in these Regulations as to action to be authorized or
approved by the Member, all management powers over the business and affairs of the Company shall be exclusively vested in a board of
managers (the "Board of Managers"), comprised of a number of individuals (no less than 2) (each, a "Manager") determined by the
Member and each of whom shall be appointed by the Member. Collectively, the Managers shall constitute "managers" of the Company
within the meaning of the Act. The Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be
agents of the Company. Except as otherwise specifically provided in these Regulations, the authority and functions of the Board of
Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively,
of a corporation organized under the Texas Business Corporation Act. Thus, except as otherwise specifically provided in these
Regulations, the business and affairs of the Company shall be managed under the direction of the Board of Managers, and the
day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers. In addition to the powers that now
or hereafter may be granted to managers under the Act and to all other powers granted under any other provision of these Regulations,
the Board of Managers (subject to Section 11 of these Regulations) and the Officers (subject to Section 12 of these Regulations and
the direction of the Board of Managers) shall have full power and authority to do all things on such terms as they, in their sole
discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. The
Member, by virtue of its status of a member of the Company, shall not have any management power over the business and affairs of the
Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company.

11. Board of Managers.

(a) Election and Removal of Managers. Upon election by the Member, each Manager shall hold office until death, disability,
resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board of Managers, the Member shall
elect a successor so that the Board of Managers remains fully constituted at all times.

(b) Meetings and Approval Requirements.

(i) Regular Meetings. Regular meetings of the Board of Managers shall be held as the Board of Managers may determine and, if so
determined, no notice thereof need be given. Special meetings of the Board of Managers shall be held at the written request of any
Manager.

(ii) Telephonic Meetings. Any meeting of the Board of Managers may be held by conference telephone call or through similar
communications equipment by means of which all persons participating in the meeting are able to hear each other. Participation in a
telephonic or videographic meeting held pursuant to this section shall constitute presence in person at such meeting.

(iii) Notices. Notices of regularly scheduled meetings of the Board of Managers shall not be required unless the time or place of
a particular regular meeting is other than as set forth in the schedule of regular meetings previously approved by the Board of
Managers. Notices of special meetings shall be required and shall state the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called. Special meetings shall be held at the address specified in the notice of such meeting or
at such other place as shall be agreed by the Managers. Notice of a special meeting shall be given in writing to each Manager not
less than two (2) nor more than fifteen (15) days before the date of the meeting. Managers may waive in writing the requirements for
notice before, at or after the special meeting involved. The presence of a Manager at a meeting shall constitute waiver of notice
unless said Manager expressly states otherwise at the outset of such meeting.

(iv) Quorum. At each meeting of the Board of Managers, the presence in person or by electronic means, as the case may be, of a
majority of the Managers shall be necessary to constitute a quorum for the transaction of business by the Board of Managers.

(v) Approval Requirements. The Board of Managers may act either through the presence of Managers voting at a meeting or by
written consent without a meeting as described in clause (vi) below. In the case of actions taken at a meeting, the affirmative vote
of at least a majority of the Managers present in person or by electronic means, as the case may be, and voting at a duly held
meeting of the Board of Managers where a quorum is present shall be necessary for any action of the Board of Managers.

(vi) Written Consents. Any action required or permitted to be taken at a meeting of the Board of Managers may be taken without a
meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be
signed by at least a majority of the Managers. Such consents shall be filed with the minutes of the proceedings of the Board of
Managers.

(vii) Compensation and Reimbursement. Except as determined by the Board of Managers, no compensation or fees shall be paid by the
Company to any individual for serving as a Manager. However, Managers shall be entitled to reimbursement by the Company for
reasonable expenses incurred in attending meetings of the Board of Managers.

B. H. Hale

R. J. Tanski

12. Officers.

(a) Appointment and Tenure.

(i) The Officers of the Company shall be comprised of one or more individuals designated from time to time by the Board of
Managers. No Officer need be a resident of the State of Texas. Officers of the Company are not "managers," as that term is used in
the Act. Each Officer shall hold his office for such term and shall have such authority and exercise such powers and perform such
duties as shall be determined from time to time by the Board of Managers. Any number of offices may be held by the same individual.
The salaries or other compensation, if any, of the Officers and other agents of the Company shall be fixed from time to time by the
Board of Managers.

(ii) The Officers of the Company may be comprised of a president, a secretary and a treasurer. The Board of Managers may also
designate one or more vice presidents, assistant secretaries and assistant treasurers. The Board of Managers may designate such
other Officers and assistant officers and agents as the Managers shall deem necessary.

(b) Removal. Any Officer may be removed as such at any time by the Board of Managers, either with or without cause, in the
discretion of the Board of Managers.

(c) President. The president, if one is designated, shall be the chief executive officer of the Company, shall have general and
active management of the day-to-day business and affairs of the Company as authorized from time to time by the Board of Managers and
shall be authorized and directed to implement all orders, resolutions and business plans adopted by the Board of Managers.

(d) Vice Presidents. The vice presidents, if any are designated, in the order of their seniority, unless otherwise determined
by the Board of Managers, shall, in the absence or disability of the president, perform the duties and have the authority and
exercise the powers of the president. They shall perform such other duties and have such other authority and powers as the Board of
Managers may from time to time prescribe.

(e) Secretary; Assistant Secretaries. The secretary, if one is designated, shall perform such duties and have such powers as
the Board of Managers may from time to time prescribe. The assistant secretaries, if any are designated, in the order of their
seniority, unless otherwise determined by the Board of Managers, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the Board of
Managers may from time to time prescribe.

(f) Treasurer; Assistant Treasurers. The treasurer, if one is designated, shall have custody of the Company's funds and
securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging
to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such
depositories as may be designated from time to time by the Board of Managers. The treasurer shall disburse the funds of the Company
as may be ordered by the Board of Managers, taking proper vouchers for such disbursements, and shall render the president and the
Board of Managers, when so directed, an account of all his transactions as treasurer and of the financial condition of the Company.
The treasurer shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.
If required by the Board of Managers, the treasurer shall give the Company a bond of such type, character and amount as the Board of
Managers may require. The assistant treasurers, if any are designated, in the order of their seniority, unless otherwise determined
by the Board of Managers, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

13. Powers of Execution.

(a) Checks and Notes. All checks and other demands for money and notes and any other instrument for the payment of money shall
be signed on behalf of the Company by such Officer or by such other person or persons as the Board of Managers may from time to time
designate. The signature of such Officer or any such other person may be a facsimile if so authorized by the Board of Managers.

(b) Contracts and Deeds. All contracts, deeds and instruments shall be signed on behalf of the Company by such Officer or by
such other person or persons as the Board of Managers may from time to time designate.

(c) Interests in Other Entities. All shares of stock, partnership interests, limited liability company interests or other
interests owned by the Company in other entities shall be voted or represented, as the case may be, on behalf of the Company by such
Officer or such other person or persons as shall be designated by the Board of Managers.

14. Exculpation. NEITHER THE MANAGERS, THE MEMBER, NOR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE
MEMBER, SHALL BE LIABLE, RESPONSIBLE OR ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR THE MEMBER FOR ANY ACTION TAKEN OR
FAILURE TO ACT (EVEN IF SUCH ACTION OR FAILURE TO ACT CONSTITUTED THE NEGLIGENCE OF A PERSON, INCLUDING THE PERSON FOR WHOM
EXCULPATION IS SOUGHT HEREUNDER) ON BEHALF OF THE COMPANY WITHIN THE SCOPE OF THE AUTHORITY CONFERRED ON THE PERSON DESCRIBED IN
THESE REGULATIONS OR BY LAW UNLESS SUCH ACT OR OMISSION WAS PERFORMED OR OMITTED FRAUDULENTLY OR CONSTITUTED GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. TO THE EXTENT THAT, AT LAW OR IN EQUITY, THE MANAGERS, THE MEMBER, OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE
OF THE COMPANY OR OF THE MEMBER HAVE DUTIES (INCLUDING FIDUCIARY DUTIES) AND LIABILITIES RELATING TO THE COMPANY, THE MANAGERS, THE
MEMBER OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER ACTING UNDER THESE REGULATIONS SHALL NOT BE LIABLE
TO THE COMPANY OR THE MEMBER FOR THEIR RELIANCE ON THE PROVISIONS OF THESE REGULATIONS. THE PROVISIONS OF THESE REGULATIONS, TO THE
EXTENT THAT THEY EXPAND OR RESTRICT THE DUTIES AND LIABILITIES OF THE MANAGERS, THE MEMBER OR ANY OWNER, OFFICER, DIRECTOR OR
EMPLOYEE OF THE COMPANY OR THE MEMBER OTHERWISE EXISTING AT LAW OR IN EQUITY, ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS
OF ARTICLE 2.20 OF THE ACT TO REPLACE SUCH OTHER DUTIES AND LIABILITIES OF THE MANAGERS, THE MEMBER OR ANY OWNER, OFFICER, DIRECTOR
OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.

15. Indemnification.

(a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such
person is or was, at any time prior to or during which this Section 15 is in effect, a Manager, an Officer or Member of the Company,
or is or was, at any time prior to or during which this Section 15 is in effect, serving at the request of the Company, as a manager,
director or officer of a corporation, partnership, limited liability company, joint venture, trust, other enterprise or employee
benefit plan against reasonable expenses (including attorneys' fees), judgments, fines, penalties, amounts paid in settlement and
other liabilities actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full
extent permitted by law.

(b) Expenses incurred by a person who is or was a Manager, an Officer or Member of the Company in appearing at, participating in
or defending any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, shall be paid by the Company at reasonable intervals in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the Member, Officer or Manager to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the Company as authorized by this Section 15. The
indemnification and advancement of expenses provided by this Section 15 shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be or become entitled under any law, these Regulations, the decision of
the Board of Managers, or the Member or otherwise, or under any policy or policies of insurance purchased and maintained by the
Company on behalf of any such person, both as to action in his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a manager, officer or member and shall inure to the benefit of
the heirs, executors and administrators of such person.

(c) The rights provided by this Section 15 are for the benefit of the persons referred to herein and their respective heirs,
executors and administrators and shall be legally enforceable against the Company by such persons (who shall be presumed to have
relied on such rights in undertaking or continuing any of the positions referred to herein) or by their respective heirs, executors
and administrators. No amendment to or restatement of this Section 15, or merger, consolidation, conversion or reorganization of the
Company, shall impair the rights of indemnification provided by this Section 15 with respect to any action or failure to act, or
alleged action or failure to act, occurring or alleged to have occurred prior to such amendment, restatement, merger, consolidation,
conversion or reorganization.

16. Mergers and Exchanges. Subject to the requirements of the Act, the Company may be a party to a merger, consolidation, share
or interest exchange or other transaction authorized by the Act.

17. Amendments to these Regulations. The power to alter, amend, restate, or repeal these Regulations or to adopt new
regulations is vested in the Member. These Regulations may be amended, modified, supplemented or restated in any manner permitted by
applicable law and approved by the Member.

18. Governing Law. These Regulations shall be governed by, and construed under, the laws of the State of Texas (without regard
to principles of conflict of laws), all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly executed these Regulations to be effective as of
June 3, 2003.

	TORO PARTNERS, LP

	By: Upstate Energy Inc., its sole general partner

	By: /s/ B. H. Hale
	Name: B. H. Hale
	Title: President

AMENDED AND RESTATED REGULATIONS OF TORO ENERGY OF MISSOURI, LLC

AMENDED AND RESTATED
REGULATIONS
OF
TORO ENERGY OF MISSOURI, LLC