Exhibit 3.2


                                     BYLAWS
                                       of
                         CENTRAL ILLINOIS LIGHT COMPANY
                        As Amended Effective May 20, 2003


ARTICLE I: LOCATION OF OFFICES

     Section 1 - Principal Office:  The principal office of the Company shall be
     in the City of Peoria,  Illinois,  at such place as the Board of  Directors
     may designate.

     Section 2 - Other  Offices:  The Company may have and  maintain  such other
     offices as the Board of Directors may deem expedient.


ARTICLE II: CORPORATE SEAL

     Section 1 - The Company  shall have a  corporate  seal with the name of the
     Company described about a circle and the words "Incorporated 1913 Illinois"
     within such circle.


ARTICLE III: FISCAL YEAR

     Section 1 - The fiscal year of the  Company  shall begin with the first day
     of January and end with the thirty-first day of December of each year.


ARTICLE IV: SHAREHOLDERS' MEETINGS

     Section 1 - The  annual  meeting of the  shareholders  shall be held on the
     fourth  Tuesday  in April of each  year (or if such a day  shall be a legal
     holiday,  then upon the next  succeeding  day not a legal  holiday) or upon
     such other day  determined by  resolution  of the Board of Directors.  Each
     such  regular  annual  meeting  shall  be  held at  such  time  and at such
     location,  within  or  without  the  State  of  Illinois,  as the  Board of
     Directors shall order.  At such annual meeting,  a board of directors shall
     be elected and such other business shall be transacted as may properly come
     before such meeting.

     Section 2 - Special  Meetings:  Unless  otherwise  provided by law, special
     meetings of the  shareholders  may be called by the Board of Directors,  by
     the Chairman of the Board,  by the  President,  by the Secretary  under the
     written  direction  of a  majority  of the  Directors,  or by  shareholders
     holding not less than one-fifth of the total capital  stock.  Such meetings
     shall be held at the  principal  office of the Company,  or if the Board of
     Directors or the  Chairman of the Board or the  President  shall  designate
     another place, then at such other place as may be so designated.

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     Section 3 - Notices:  Written  notice of either annual or special  meetings
     shall be mailed at least ten days prior to the meeting, or in the case of a
     merger,  consolidation,  share  exchange,  dissolution  or  sale,  lease or
     exchange  of assets at least  twenty  days  prior to the  meeting,  to each
     shareholder  at his last  known  address  as the same  appears on the stock
     books of the  Company.  Such  notice  shall  specify  the time and place of
     holding  the meeting  and shall  further  specify the dates for closing and
     opening the stock  transfer  books of the  Company,  provided  the Board of
     Directors shall have ordered them closed.

               Notices of special meetings shall further specify the purpose for
     which the meeting is called and no other  business  shall be  transacted at
     such special meeting.

               No notice of a special meeting shall be necessary  provided every
     shareholder  shall have signed a written  waiver of such notice or shall be
     present or represented by proxy at the meeting.

               No  notice  of the  holding  of an  adjourned  meeting  shall  be
     necessary.

     Section 4 - Quorum:  The  holders of a majority of the stock of the Company
     issued and  outstanding  shall  constitute a quorum for the  transaction of
     business at any meeting but a less number may convene and adjourn.

     Section 5 - Voting:  Shareholders  may vote at all meetings in person or by
     proxy.

               At all  meetings,  each share of stock  shall be  entitled to one
     vote on all  questions and a majority of the votes cast at any such meeting
     shall  be  sufficient  for  the  adoption  or  rejection  of  any  question
     presented, unless otherwise provided by law.

               In the election of  Directors,  each  shareholder  shall have the
     right to cast as many votes in the  aggregate  as shall equal the number of
     shares  of stock  held by such  shareholder,  multiplied  by the  number of
     Directors  to be then  elected,  and each  shareholder  may cast the  whole
     number of votes for one  candidate  or  distribute  them  among two or more
     candidates.

     Section 6 - Nominations  and Proposals:  (a) (1) Nominations of persons for
     election  to the Board of  Directors  of the  Company  and the  proposal of
     business  to be  considered  by the  shareholders  may be made at an annual
     meeting of  shareholders  (a) pursuant to the Company's  notice of meeting,
     (b)  by or at  the  direction  of  the  Board  of  Directors  or (c) by any
     shareholder  of the Company who was a shareholder  of record at the time of
     giving of notice  provided for in this  By-Law,  who is entitled to vote at
     the meeting and who complies with the notice  procedures  set forth in this
     By-Law.

          (2) For nominations or other business to be properly brought before an
     annual meeting by a shareholder pursuant to clause (c) of paragraph (a) (1)
     of this By-Law,  the  shareholder  must have given timely notice thereof in
     writing  to the  Secretary  of the  Company  and such other  business  must
     otherwise  be a proper  matter for  shareholder  action.  To be  timely,  a
     shareholder's  notice shall be delivered to the  Secretary at the

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     principal  executive  offices  of the  Company  not later than the close of
     business on the 60th day nor earlier than the close of business on the 90th
     day prior to the first  anniversary of the preceding year's annual meeting;
     provided, however, that in the event that the date of the annual meeting is
     more than 30 days before or more than 60 days after such anniversary  date,
     notice by the  shareholder  to be timely must be so  delivered  not earlier
     than the close of business on the 90th day prior to such annual meeting and
     not later than the close of  business on the later of the 60th day prior to
     such  annual  meeting  or the 10th day  following  the day on which  public
     announcement  of the date of such meeting is first made by the Company.  In
     no event  shall the  public  announcement  of an  adjournment  of an annual
     meeting commence a new time period for the giving of a shareholder's notice
     as described  above.  Such  shareholder's  notice shall set forth (a) as to
     each person whom the  shareholder  proposes  to  nominate  for  election or
     re-election as a director,  all information relating to such person that is
     required  to be  disclosed  in  solicitations  of proxies  for  election of
     directors in an election contest,  or is otherwise  required,  in each case
     pursuant to Regulation  14A under the  Securities  Exchange Act of 1934, as
     amended (the "Exchange  Act") and Rule 14a-11  thereunder  (including  such
     person's written consent to being named in the proxy statement as a nominee
     and to serving as a director if elected); (b) as to any other business that
     the shareholder  proposes to bring before the meeting,  a brief description
     of the business  desired to be brought before the meeting,  the reasons for
     conducting  such business at the meeting and any material  interest in such
     business of such  shareholder  and the beneficial  owner,  if any, on whose
     behalf  the  proposal  is made;  and (c) as to the  shareholder  giving the
     notice and the beneficial  owner, if any, on whose behalf the nomination or
     proposal  is made (i) the name and  address  of such  shareholder,  as they
     appear on the Company's  books,  and of such beneficial  owner and (ii) the
     class and number of shares of the Company which are owned  beneficially and
     of record by such shareholder and such beneficial owner.

          (3)  Notwithstanding  anything in the second sentence of paragraph (a)
     (2) of this  By-Law  to the  contrary,  in the  event  that the  number  of
     directors  to be  elected  to the  Board of  Directors  of the  Company  is
     increased and there is no public  announcement by the Company naming all of
     the nominees for director or specifying the size of the increased  Board of
     Directors at least 70 days prior to the first  anniversary of the preceding
     year's annual meeting, a shareholder's notice required by this By-Law shall
     also be  considered  timely,  but only with respect to nominees for any new
     positions  created  by such  increase,  if it  shall  be  delivered  to the
     Secretary at the principal  executive offices of the Company not later than
     the  close of  business  on the 10th day  following  the day on which  such
     public announcement is first made by the Company.

          (b) Only such  business  shall be  conducted  at a special  meeting of
     shareholders as shall have been brought before the meeting  pursuant to the
     Company's  notice of meeting.  Nominations  of persons for  election to the
     Board of  Directors  may be made at a special  meeting of  shareholders  at
     which  directors  are to be elected  pursuant  to the  Company's  notice of
     meeting  (1) by or at  the  direction  of the  Board  of  Directors  or (2)
     provided that the Board of Directors has determined that directors shall be
     elected  at  such  meeting,  by any  shareholder  of the  Company  who is a
     shareholder of record at the time of giving of notice  provided for in this
     By-Law,  who shall be entitled to vote at the meeting and who

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     complies with the notice  procedures set forth in this By-Law. In the event
     the  Company  calls a special  meeting of  shareholders  for the purpose of
     electing  one or  more  directors  to the  Board  of  Directors,  any  such
     shareholder  may  nominate  a person or persons  (as the case may be),  for
     election  to such  position(s)  as  specified  in the  Company's  notice of
     meeting, if the shareholder's  notice required by paragraph (a) (2) of this
     By-Law  shall be  delivered to the  Secretary  at the  principal  executive
     offices of the Company  not earlier  than the close of business on the 90th
     day prior to such special  meeting and not later than the close of business
     on the later of the 60th day prior to such special  meeting or the 10th day
     following the day on which public announcement is first made of the date of
     the special meeting and of the nominees  proposed by the Board of Directors
     to be elected at such meeting. In no event shall the public announcement of
     an  adjournment  of a special  meeting  commence a new time  period for the
     giving of a shareholder's notice as described above.

          (c) (1) Only such  persons who are  nominated in  accordance  with the
     procedures set forth in this By-Law shall be eligible to serve as directors
     and only such business shall be conducted at a meeting of  shareholders  as
     shall  have  been  brought  before  the  meeting  in  accordance  with  the
     procedures set forth in this By-Law.  Except as otherwise  provided by law,
     the Articles of Incorporation or these By-Laws, the chairman of the meeting
     shall  have the power and duty to  determine  whether a  nomination  or any
     business proposed to be brought before the meeting was made or proposed, as
     the case may be, in accordance with the procedures set forth in this By-Law
     and, if any proposed  nomination or business is not in compliance with this
     By-Law,  to declare that such  defective  proposal or  nomination  shall be
     disregarded.

          (2) For  purposes of this  By-Law,  "public  announcement"  shall mean
     disclosure  in a press  release  reported  by the Dow Jones  News  Service,
     Associated  Press or  comparable  national  news  service  or in a document
     publicly filed by the Company with the  Securities and Exchange  Commission
     pursuant to Section 13, 14 or 15(d) of the Exchange Act.

          (3)  Notwithstanding  the  foregoing  provisions  of  this  By-Law,  a
     shareholder  shall also  comply  with all  applicable  requirements  of the
     Exchange Act and the rules and  regulations  thereunder with respect to the
     matters set forth in this By-Law. Nothing in this By-Law shall be deemed to
     affect any rights (a) of shareholders to request  inclusion of proposals in
     the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act
     or (b) of the holders of any series of Preferred  Stock to elect  directors
     under specified circumstances.


ARTICLE V: DIRECTORS

     Section 1 - Number: The Board of Directors of this Company shall consist of
     between three (3) and twelve (12) members.

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     Section 2 -  Election:  Directors  shall be elected  annually at the annual
     meeting of the shareholders,  provided that in the event of failure to hold
     such  meeting  or to  hold  said  election  thereat,  it may be held at any
     special meeting of shareholders called for that purpose.

     Unless sooner  terminated by any other  provision  hereof,  the term of any
     Director  shall  automatically  expire at the first  annual  meeting of the
     shareholders   following   his  or  her   attainment  of  the  age  of  72.
     Notwithstanding any other provision hereof, the term of any Director who is
     an  officer  or  other  full-time   employee  of  the   Corporation   shall
     automatically  expire  immediately  upon  his or her  retirement  or  other
     termination of employment by the Company.

     Section 3 - Term of Office:  The Directors  shall hold office from the date
     of their election until the next  succeeding  annual meeting or until their
     successors are elected and shall qualify.

     Section 4 - Vacancies:  Any vacancy occurring in the Board of Directors and
     any  directorship  to be filled by reason of an  increase  in the number of
     Directors  shall be filled in the manner  provided  by the laws of Illinois
     then in effect.

     Section 5 - Fees:  Directors  shall be  reimbursed  for  expenses,  if any,
     incurred in attending  meetings of the Board of Directors  and in otherwise
     performing duties of such Directors.  Directors' fees shall be fixed by the
     Board of Directors,  provided  that any Director who receives  compensation
     from the  Company as an officer or  full-time  employee  shall not  receive
     Director's fees.

     Section 6 -  Executive  or Other  Committees:  The Board of  Directors  may
     authorize  appointment of an Executive Committee or other committees of the
     Board as the Board of Directors determines to be desirable, and may fix the
     number of members and  designate the chairman of each such  committee.  The
     powers, terms of office, and method of filing vacancies shall be as defined
     in the resolution or resolutions of the Board of Directors  relating to the
     authorization of such committees.  Each such committee shall make a written
     report or  recommendation  following its meetings or keep minutes of all of
     its meetings.

ARTICLE VI: DIRECTORS' MEETINGS

     Section 1 - Regular  Meetings:  Regular  meetings of the Board of Directors
     shall be held at the principal office of the Company or at such other place
     or places, within or without the State of Illinois, at such time and day as
     the Board of Directors may designate.

     Section 2 - Special  Meetings:  Unless  otherwise  provided by law, special
     meetings  of the  Board  of  Directors  may be  held  at any  time,  at the
     principal office of the Company or elsewhere, within or without the state.

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          The  Secretary or  Assistant  Secretary  shall call a special  meeting
     whenever so requested by the Chairman of the Board,  the President,  a Vice
     President, or by three Directors.

     Section 3 - Organization Meeting: As soon as possible after their election,
     the Board of Directors  shall meet and organize and they may also  transact
     such other  business as may be  presented,  provided the same shall receive
     the affirmative  votes of a majority of the  constituent  membership of the
     Board.

     Section 4 - Notice: No notice shall be required for a regular meeting.

          No notice shall be required for an "Organization  Meeting," if held on
     the same day as the  shareholders'  meeting  at which  the  Directors  were
     elected.

          No notice of the holding of an adjourned meeting shall be necessary.

          A  reasonable  notice of special  meetings,  in writing or  otherwise,
     shall  be  given  to each  Director  or sent to his  residence  or place of
     business.

          Notice of special  meeting shall specify the time and place of holding
     the meeting  and,  unless  otherwise  stated,  any and all  business may be
     transacted at such special meeting.

          Notice of any meeting may be waived in writing.

     Section 5 - Quorum:  At all meetings of the Board of Directors,  a majority
     shall constitute a quorum, but a less number may convene and adjourn.

     Section 6 - Voting: All questions coming before any meeting of the Board of
     Directors  for action shall be decided by a majority  vote of the Directors
     present  at said  meeting,  unless  otherwise  provided  by law or by these
     Bylaws.

ARTICLE VII: OFFICERS

     Section 1 - General: The principal officers of the Company shall be elected
     by the Board of Directors. They shall include a President, one or more Vice
     Presidents,  one or more of whom may be  designated  as Executive or Senior
     Vice President,  one or more Assistant Vice  Presidents,  a Secretary and a
     Treasurer,  and may include a Chairman of the Board. The Board of Directors
     may appoint or remove such other  officers  and agents of the Company as it
     may deem  proper or may  delegate  such  authority  to the Chief  Executive
     Officer.  The Chief Executive Officer of the Company shall be the President
     or Chairman of the Board,  as designated by the Board of Directors.  In the
     event  that a Chairman  of the Board has not been  elected,  the  President
     shall be the Chief Executive Officer.

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     Section 2 -  Qualifications:  The Chairman of the Board, if one is elected,
     and the President shall be chosen from among the Board of Directors.

     Section 3 - Election:  The principal  officers shall be elected annually at
     the organization meeting of the Directors,  provided that any such officers
     not elected at such meeting may be elected at any succeeding meeting of the
     Directors.

     Section 4 - Term of Office:  The principal  officers shall hold office from
     the date of their election until the next succeeding  organization  meeting
     of  Directors  or until their  successors  are  elected and shall  qualify,
     provided that the Directors shall at all times have the power to remove any
     officer,  when in their  judgment such removal may be to the best interests
     of the Company.

     Section 5 - Vacancies: Any vacancy or vacancies among the officers, arising
     from any cause, shall be filled by the Directors as provided above.

     Section 6 - Compensation:  The compensation of the principal officers shall
     be fixed by the Board of  Directors.  The  compensation  of other  officers
     shall, in the absence of any action by the Board of Directors,  be fixed by
     the Chief Executive Officer.

     Section 7 - Combining  Offices:  Except to the extent otherwise provided by
     law,  any two or more of such offices may be held by the same person but no
     officer shall execute,  acknowledge,  or verify any instrument in more than
     one capacity if such  instrument  is required by law or by the Bylaws to be
     executed, acknowledged, or verified by any two or more officers.


ARTICLE VIII: AGENTS

     Section 1 - Depositories:  The funds of the Company, from any source, shall
     be deposited in the name of the Company  with such  depositories  as may be
     designated by the Board of Directors.


ARTICLE IX: POWERS AND DUTIES

     Section 1 - Directors:  The Board of Directors  shall have and exercise all
     power and authority in the  government of the affairs of the Company except
     where specifically excepted by law or by these Bylaws.

     Section 2 - Chairman of the Board:  The  Chairman  of the Board,  if one is
     elected, shall preside at all meetings of the shareholders and the Board of
     Directors.  He shall do and  perform  all acts and things  incident  to the
     position of Chairman of the Board and such other  duties as may be assigned
     to him by the Board of Directors.

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     Section 3 - President:  The  President  shall have the general  control and
     management of the business and affairs of the Company, subject, however, to
     the supervision of the Board of Directors. He shall perform and do all acts
     and things  incident to the position of President  and such other duties as
     may be  assigned  to him by the  Board  of  Directors.  In the  absence  or
     disability of the Chairman of the Board,  or if a Chairman of the Board has
     not been  elected,  he shall have and exercise all of the powers and duties
     of that office.

          He shall  appoint such agents and  employees as he may deem  necessary
     for the proper  conduct of the business of the Company and shall  prescribe
     their  duties  and fix  their  compensation,  provided  that  the  Board of
     Directors  shall  at all  times  have  the  power to  remove  any  agent or
     employee, when, in their judgment, such removal may be to the best interest
     of the Company.

     Section 4 - Vice Presidents:  The Vice Presidents shall perform such of the
     duties of the  President  and such other duties on behalf of the Company as
     may be  respectively  assigned  to them by the Board of  Directors,  or the
     Chief Executive  Officer.  In the absence or disability of the President or
     in the case of his death,  resignation,  or removal from office, the powers
     and duties of the President shall  temporarily pass to such one of the Vice
     Presidents  as the  Board  of  Directors  shall  have  designated  or shall
     designate, and the Vice President so designated shall have and exercise all
     the powers and duties of the President during such absence or disability or
     until the vacancy in the office of President shall be filled.

     Section 5 - Assistant Vice Presidents:  The Assistant Vice Presidents shall
     perform such of the duties of the Vice  Presidents and such other duties on
     behalf of the Company as may be respectively  assigned to them by the Board
     of Directors,  the Chief  Executive  Officer or a Vice  President who would
     otherwise perform such duties.

     Section 6 - Secretary: Subject to the supervision of the Board of Directors
     and the Chief  Executive  Officer,  the Secretary shall have the custody of
     the  corporate  seal and records of the Company and shall  prepare and file
     all reports  required  by law to be made to any and all public  authorities
     and officials.

          He  shall  act  as  Secretary  at  meetings  of the  shareholders  and
     Directors and shall be responsible for keeping and recording the minutes of
     all  meetings  in a suitable  minute book and shall  attend to  publishing,
     giving,  and  serving  all  official  notices of the  Company.  He shall be
     responsible for keeping the capital stock records.

          He shall  perform  such other  duties as may be assigned to him by the
     Board of Directors and the Chief Executive Officer.

     Section 7 - Treasurer: Subject to the supervision of the Board of Directors
     and Chief  Executive  Officer,  the Treasurer shall have the custody of all
     funds and securities of the Company and charge of the collection of amounts
     due the Company.

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          He shall  disburse  the  funds of the  Company  only upon  receipt  of
     properly  authorized  vouchers  and shall keep a record of all receipts and
     disbursements of funds by him.

          He shall  have  authority  to give  receipts  for  moneys  paid to the
     Company  and to endorse  checks,  drafts,  and  warrants in the name of the
     Company.

          He shall  perform  such other  duties as may be assigned to him by the
     Board of Directors and Chief Executive Officer.

     Section 8 - Other Officers and Agents:  The powers and duties of such other
     officers  and agents shall be  prescribed  by the Board of Directors or the
     Chief Executive Officer.


ARTICLE X: STOCK

     Section 1 - Stock Certificates: The shares of stock of the Company shall be
     represented by certificates signed by the President or a Vice President and
     the  Secretary  or an Assistant  Secretary  and sealed with the seal of the
     Company.  Such  seal  may  be  a  facsimile.   Where  such  certificate  is
     countersigned  by a  Transfer  Agent  other than the  Company  itself or an
     employee  of the  Company,  or by a  Transfer  Clerk  and  registered  by a
     Registrar,  the  signatures  of the  President  or Vice  President  and the
     Secretary or Assistant  Secretary upon such  certificate  may be facsimiles
     engraved or printed.  In case any officer who has signed or whose facsimile
     signature  has been  placed upon such  certificate  shall have ceased to be
     such officer  before such  certificate  is issued,  it may be issued by the
     Company  with the same effect as if such  officer had not ceased to be such
     at the date of its issue.

     Section 2 - Stock Transfer  Books:  The stock shall be  transferable on the
     stock transfer books of the Company in person or by proxy duly  authorized,
     and upon surrender and cancellation of the old certificates therefor.

     Section 3 - Replacing  Certificates:  In case of the loss or destruction of
     any  certificate of stock and the submission of proper proof thereof by the
     owner,  a new  certificate  may  be  issued  in  lieu  thereof  under  such
     regulations and restrictions as the Board of Directors may prescribe.


ARTICLE XI: DIVIDENDS

     Section 1 - The Directors  may declare,  from the net profits or surplus of
     the Company,  dividends upon its capital  stock,  payable at such times and
     for such amounts as they may determine in  conformity  with the Articles of
     Incorporation  of the  Company,  as  amended,  and the laws of the State of
     Illinois.

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ARTICLE XII: AUTHORIZED SIGNATURES

     Section 1 - All checks,  drafts, and other negotiable instruments issued by
     the Company shall be made in the name of the Company and shall be signed by
     such officer or officers of the Company, or by such other person or persons
     as the Board of Directors may  designate.  To the extent  authorized by the
     Board of Directors, facsimile signatures may be used.


ARTICLE XIII: FIDELITY BONDS

     Section  1 - The  officers  and  employees  of the  Company  shall,  in the
     discretion of the President, give bonds for the faithful discharge of their
     respective  duties, in such form and for such amounts as may be directed by
     the President.

ARTICLE XIV: AMENDMENTS

     Section 1 - The Bylaws of the Company may be altered,  amended, or repealed
     by either the shareholders or the Board of Directors.


ARTICLE XV: INDEMNIFICATION

     Section 1 - 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  (other than an action by or in the right of the  Company) by
     reason of the fact that he or she is or was a director,  officer,  employee
     or agent of the  Company,  or who is or was  serving at the  request of the
     Company as a director,  officer,  employee or agent of another corporation,
     partnership,  joint venture,  trust or other  enterprise,  against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement  actually and  reasonably  incurred by such person in connection
     with such action,  suit or  proceeding,  if such person acted in good faith
     and in a manner he or she reasonably  believed to be in, or not opposed to,
     the best interests of the Company, and, with respect to any criminal action
     or  proceeding,  had no reasonable  cause to believe his or her conduct was
     unlawful.  The  termination of any action,  suit or proceeding by judgment,
     order,  settlement,  conviction,  or upon a plea of nolo  contendere or its
     equivalent,  shall not, of itself, create a presumption that the person did
     not 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  Company  or,  with
     respect to any  criminal  action or  proceeding,  had  reasonable  cause to
     believe that his or her conduct was unlawful.

     Section 2 - 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 or suit by or in the right of the  Company to procure a judgment  in
     its favor by reason  of the fact  that  such  person is or was a  director,
     officer,  employee  or agent of the  Company,  or is or was  serving at the
     request of the Company as a director, officer, employee or agent of another

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     corporation, partnership, joint venture, trust or other enterprise, against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such person in connection  with the defense or settlement of such action or
     suit,  if  such  person  acted  in good  faith  and in a  manner  he or she
     reasonably  believed to be in, or not opposed to, the best interests of the
     Company,  provided that no indemnification  shall be made in respect of any
     claim,  issue or matter as to which such person shall have been adjudged to
     be liable for  negligence or misconduct  in the  performance  of his or her
     duty to the Company, unless, and only to the extent that the court in which
     such action or suit was brought  shall  determine  upon  application  that,
     despite the adjudication of liability,  but in view of all circumstances of
     the case,  such person is fairly and  reasonably  entitled to indemnity for
     such expenses as the court shall deem proper.

     Section 3 - To the extent  that a director,  officer,  employee or agent of
     the Company has been successful, on the merits or otherwise, in the defense
     of any action,  suit or proceeding  referred to in Sections l and 2 of this
     Article,  or in defense of any claim, issue or matter therein,  such person
     shall be indemnified against expenses (including  attorneys' fees) actually
     and reasonably incurred by such person in connection therewith.

     Section 4 - Any  indemnification  under  Sections  l and 2 of this  Article
     (unless ordered by a court) shall be made by the Company only as authorized
     in the specific case,  upon a  determination  that  indemnification  of the
     director, officer, employee or agent is proper in the circumstances because
     he or she has met the applicable standard of conduct set forth in Section l
     or 2 of this Article.  Such determination shall be made (a) by the Board of
     Directors by a majority  vote of a quorum  consisting of directors who were
     not parties to such action, suit or proceeding,  or (b) if such a quorum is
     not  obtainable,  or even  if  obtainable,  if a  quorum  of  disinterested
     directors so directs, by independent legal counsel in a written opinion, or
     (c) by the shareholders.

     Section 5 - Expenses incurred in defending a civil or criminal action, suit
     or  proceeding  may be  paid  by  the  Company  in  advance  of  the  final
     disposition of such action, suit or proceeding,  as authorized by the Board
     of Directors in the specific case,  upon receipt of an undertaking by or on
     behalf of the  director,  officer,  employee or agent to repay such amount,
     unless it shall  ultimately be determined  that he or she is entitled to be
     indemnified by the Company as authorized in this Article.

     Section  6 - The  indemnification  provided  by this  Article  shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     may be  entitled  under any  by-law,  agreement,  vote of  shareholders  or
     disinterested  directors,  or  otherwise,  both as to  action in his or her
     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 director,
     officer,  employee  or agent,  and shall inure to the benefit of the heirs,
     executors and administrators of such a person.

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     Section 7 - The Company shall have power to purchase and maintain insurance
     on behalf of any  person who is or was a  director,  officer,  employee  or
     agent of the Company, or is or was serving at the request of the Company as
     a director, officer, employee or agent of another corporation, partnership,
     joint venture,  trust or other enterprise,  against any liability  asserted
     against  such person and incurred by such person in any such  capacity,  or
     arising out of his or her status as such,  whether or not the Company would
     have the power to indemnify such person  against such  liability  under the
     provisions of this Article.

     Section 8 - If the Company has paid indemnity or has advanced expenses to a
     director,  officer,  employee  or  agent,  the  Company  shall  report  the
     indemnification  or advance in writing to the  shareholders  with or before
     the notice of the next shareholders' meeting.

     Section 9 - For purposes of this Article, references to "the Company" shall
     include,  in  addition  to  the  surviving  Company,  any  merging  Company
     (including any Company having merged with a merging Company)  absorbed in a
     merger which, if its separate  existence had continued,  would have had the
     power and authority to indemnify its  directors,  officers and employees or
     agents, so that any person who was a director,  officer,  employee or agent
     of such  merging  Company,  or was serving at the  request of such  merging
     Company as a director,  officer,  employee or agent of another corporation,
     partnership,  joint venture, trust or other enterprise,  shall stand in the
     same  position  under the  provisions  of this  Article with respect to the
     surviving  Company as such person  would have with  respect to such merging
     Company if its separate existence had continued.

     Section  10  -  For  purposes  of  this   Article,   references  to  "other
     enterprises"  shall include employee  benefit plans;  references to "fines"
     shall  include any excise  taxes  assessed  on a person with  respect to an
     employee  benefit  plan;  and  references to "serving at the request of the
     Company"  shall  include any service as a  director,  officer,  employee or
     agent of the Company which imposes duties on, or involves  services by such
     director,  officer,  employee, or agent with respect to an employee benefit
     plan, its participants, or beneficiaries.  A person who acted in good faith
     and in a manner he or she reasonably believed to be in the best interest of
     the  participants  and  beneficiaries  of an employee benefit plan shall be
     deemed to have acted in a manner "not opposed to the best  interests of the
     Company" as referred to in this Article.


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