Exhibit 3.3


                        AMEREN ENERGY GENERATING COMPANY

                                     BYLAWS

                         As Amended to January 21, 2003

                                    ARTICLE I
                              SHARES AND TRANSFERS

     Section 1. Each holder of duly paid shares of the Company shall be entitled
to a certificate or certificates stating the number and class of shares owned by
such holder.  Such certificates  shall be signed by the appropriate  officers of
the Company (which, in the absence of contrary action by the Board, shall be the
President or any Vice President and the Secretary or any Assistant  Secretary of
the Company); shall be sealed with the corporate seal of the Company, which seal
may  be  facsimile;  and  shall  be  countersigned  by  a  Transfer  Agent,  and
countersigned  and  registered  by a  Registrar,  appointed  by the Board.  If a
certificate  is  countersigned  by  a  Transfer  Agent  and   countersigned  and
registered by a Registrar,  other (in each case) than the Company  itself or its
employee,  the signature of either or both of such officers of the Company,  and
the countersignature of any such Transfer Agent or its officer or employee,  may
be facsimiles. In case any officer of the Company, or any officer or employee of
a Transfer Agent,  who has signed or whose  facsimile  signature has been placed
upon any such  certificate  shall  cease to be an officer  of the  Company or an
officer or an employee of the Transfer  Agent,  as the case may be,  before such
certificate  is issued,  the  certificate  may be issued by the Company with the
same effect as if such officer of the Company or such officer or employee of the
Transfer  Agent  had  not  ceased  to be  such  at the  date  of  issue  of such
certificate.

     Section 2. Shares  shall be  transferable  only on the books of the Company
and upon proper  endorsement  and surrender of the  outstanding  certificate  or
certificates  representing such shares.  If an outstanding  certificate shall be
lost,  destroyed or stolen,  the holder thereof may have a new certificate  upon
producing  evidence  satisfactory  to the Company of such loss,  destruction  or
theft and upon  furnishing to the Company,  the Transfer Agent and the Registrar
indemnity deemed sufficient by the Company.

     Section 3.  Notwithstanding the foregoing provisions of this Article I, the
Board of Directors may also provide by resolution that some or all of any or all
classes and series of its shares shall be uncertificated  shares,  provided that
such  resolution  shall not apply to shares  represented by a certificate  until
such certificate is surrendered to the Company.  Except as otherwise provided by
statute, the rights and obligations of the holders of uncertificated  shares and
the rights and obligations of the holders of certificates representing shares of
the same class and series shall be identical.


<PAGE>


                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 1. The  annual  meeting  of the  shareholders  shall be held on the
fourth  Tuesday  in May of each year (or if such 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  of the  shareholders  may be  called by the
President,  by the Board of Directors, by the holders of not less than one-fifth
of all the  outstanding  shares  entitled  to vote on the  matter  for which the
meeting is called,  or in such other manner as may be provided by statute.  Each
such special meeting shall be held at such location, within or without the State
of Illinois, as the Board of Directors shall order.

     Section 3.  Written  notice of the place,  day and hour of each  meeting of
shareholders and, in the case of a special meeting,  the purpose or purposes for
which  the  meeting  is  called,  shall be given to each  shareholder  of record
entitled to vote at such meeting. Such notice shall be sent by mail to each such
shareholder,  at the address of such shareholder as it appears on the records of
the  Company,  not less than ten days or more than sixty days before the date of
the meeting,  except in cases where some other  special  method of notice may be
required by  statute,  in which case the  statutory  method  shall be  followed.
Notice of any  meeting  of the  shareholders  may be waived by any  shareholder.
Attendance of a shareholder  (either in person or by proxy) at any meeting shall
constitute  waiver of notice  thereof  unless the  shareholder  (in person or by
proxy,  as the case may be) at the meeting objects to the holding of the meeting
because proper notice was not given.

     Section  4.  At  any  shareholders'   meeting  a  majority  of  the  shares
outstanding and entitled to vote on the matter  (excluding such shares as may be
owned by the  Company)  must be  represented  (either  in person or by proxy) in
order  to  constitute  a  quorum  for  consideration  of  such  matter,  but the
shareholders  represented at any meeting, though less than a quorum, may adjourn
the  meeting  to some other day or sine die.  If a quorum is present  (either in
person or by proxy) at a  shareholders'  meeting,  the  affirmative  vote of the
holders of the  majority of shares  represented  at the meeting and  entitled to
vote on a matter  shall  be the act of the  shareholders,  unless  the vote of a
greater  number or voting by classes shall be required by law or the Articles of
Incorporation.

     Section 5. The President and Secretary of the Company shall act as Chairman
and  Secretary,   respectively,   of  each  shareholders'  meeting,  unless  the
shareholders represented at the meeting shall otherwise decide.

                                       2

<PAGE>




                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. The business  and affairs of the Company  shall be managed by or
under the direction of the Board of Directors  consisting of a minimum of one or
not more than fifteen members.  The exact number of directors within the minimum
and maximum limitations  specified in the preceding sentence shall be fixed from
time to time by the Board of  Directors  pursuant to a  resolution  adopted by a
majority  of the entire  Board of  Directors.  The Board of  Directors  shall be
elected at each annual meeting of the  shareholders,  but, if for any reason the
election shall not be held at an annual meeting,  it may be subsequently held at
any special  meeting of the  shareholders  after  proper  notice.  Directors  so
elected  shall  hold  office  until  the  next  succeeding   annual  meeting  of
shareholders or until their respective successors,  willing to serve, shall have
been  elected and  qualified.  Any vacancy  occurring  in the Board of Directors
arising between  meetings of shareholders by reason of an increase in the number
of  directors  or  otherwise  may be filled by a majority  of the members of the
Board.

     Section  2. A meeting of the Board of  Directors  shall be held on the same
date as the annual meeting of shareholders in each year, at the same place where
such  annual  meeting  shall have been held or at such  other  place as shall be
determined  by the Board.  Regular  meetings  of the Board shall be held in such
place,  within or without the State of Illinois,  and on such dates each year as
shall be  established  from  time to time by the  Board.  Notice  of every  such
regular  meeting of the Board,  stating the place,  day and hour of the meeting,
shall be given to each  director  personally,  or by telegraph or other  written
means of  electronic  communication,  or by  depositing  the  same in the  mails
properly  addressed,  at least two days before the date of such meeting.  Except
where  required by statute,  neither the business to be  transacted  at, nor the
purpose of, any regular or special meeting of the Board need be specified in the
notice or waiver of notice of such meeting.

     Section 3. Special  meetings of the Board of Directors may be called at any
time by the President,  or by a Vice President,  when acting as President, or by
any two directors.  Notice of such meeting,  stating the place,  day and hour of
the  meeting  shall be given  to each  director  personally  in  writing,  or by
telegraph or other written means of electronic  communication,  or by depositing
the same in the mails  properly  addressed,  or  orally  promptly  confirmed  by
written notice in any one of the aforesaid forms, not less than the day prior to
the date of such meeting.

     Section  4.  Notice  of any  meeting  of the  Board  may be  waived  by any
director.  Attendance  of a director at any meeting shall  constitute  waiver of
notice of such meeting except where a director attends a meeting for the express
purpose of objecting to the  transaction of any business at the meeting  because
the meeting is not lawfully called or convened.

     Section 5. A majority of the Board of Directors  shall  constitute a quorum
for the  transaction  of business  at any meeting of the Board,  but less than a
majority of the Board may adjourn the meeting to some other day or sine die. The
act of the majority of the  directors

                                       3

<PAGE>

present at a meeting at which a quorum is present  shall be the act of the Board
unless the vote of a greater number or the vote of any class of directors  shall
be required by the Articles of Incorporation. The President of the Company shall
act as Chairman at each  meeting of the Board but, in the  President's  absence,
one of the directors  present at the meeting who shall have been elected for the
purpose by majority vote of those directors in attendance shall act as Chairman;
and the  Secretary of the Company,  or in the  Secretary's  stead,  an Assistant
Secretary shall act as Secretary at each such meeting.  The members of the Board
shall receive such compensation as the Board may from time to time by resolution
determine.


                                   ARTICLE IV
                      COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1. A majority  of  directors  may appoint  committees,  standing or
special, from time to time from among members of the Board, and confer powers on
such  committees  and revoke such powers and  terminate  the  existence  of such
committees at its pleasure.

     Section 2.  Meetings of any  committee may be called in such manner and may
be held at such times and places as such committee may by resolution  determine,
provided  that a  meeting  of any  committee  may be  called  at any time by the
President  of  the  Company.  Members  of  all  committees  shall  receive  such
compensation  as the  Board of  Directors  may from  time to time by  resolution
determine.

     Section  3.  Each  committee  shall  have  such  authority  of the Board of
Directors as shall be granted to it by the Board; provided, however, a committee
may not take any action not permitted to be taken by a committee pursuant to the
Illinois Business Corporation Act, as amended from time to time.



                                    ARTICLE V
                                    OFFICERS

     Section 1. There shall be elected by the Board of Directors (if practicable
at its first  meeting  after the annual  election of directors in each year) the
following  principal  officers,   namely:  A  President,  such  number  of  Vice
Presidents  as the Board may from time to time  decide  upon (any one or more of
whom may be designated as Executive  Vice  President,  Senior Vice  President or
otherwise),  a Secretary  and a  Treasurer.  References  in these Bylaws to Vice
Presidents  shall  include  any  such  Executive  Vice  President,  Senior  Vice
President or other Vice  President,  however  denominated.  The Board may in its
discretion  also elect such other  officers as may from time to time be provided
for by the Board.  Any two or more offices may be held by the same  person.  All
officers,  unless sooner removed,  shall hold their respective offices until the
first  meeting  of the  Board of  Directors  after  the next  succeeding  annual
election of directors and until their successors,  willing to serve,  shall have
been elected, but any officer,  including any

                                       4

<PAGE>

officer  appointed by the  President as provided in Section 2 of this Article V,
may be removed from office at the pleasure of the Board. Election or appointment
of an officer shall not of itself create contract rights.

     Section  2. The  President  shall be the  chief  executive  officer  of the
Company  and shall have the general  management  and  direction,  subject to the
control of the Board of Directors, of the business of the Company, including the
power to appoint and to remove and  discharge  any and all  assistant  officers,
agents and  employees  of the Company not elected or  appointed  directly by the
Board of  Directors.  The President may execute for and on behalf of the Company
any contracts,  deeds,  mortgages,  leases,  bonds, or other instruments and may
accomplish  such  execution  either under or without the seal of the Company and
either individually or with the Secretary, any Assistant Secretary, or any other
officer or person thereunto  authorized by the Board of Directors,  according to
the  requirements of the form of the  instrument.  The President shall have such
other powers and duties as usually  devolve upon the president of a corporation,
and such further powers and duties as may from time to time be prescribed by the
Board of  Directors.  The  President may delegate any part of the duties of that
office to one or more of the Vice Presidents of the Company.

     Section 3. Each of the Vice Presidents shall have such powers and duties as
may be  prescribed  for  such  office  by the  Board of  Directors  or as may be
prescribed  for or  delegated  to  such  officer  by the  President.  Each  Vice
President  may execute for and on behalf of the  Company any  contracts,  deeds,
mortgages,  leases,  bonds, or other instruments in each case in accordance with
the authority therefor granted by the President or the Board of Directors, which
authority may be general or confined to specific  instances.  Such execution may
be  accomplished  either  individually  or with  any  other  officer  or  person
thereunto  authorized by the  President or the Board of Directors,  according to
the  requirements of the form of the instrument.  In the absence or inability of
the President or in case of the President's  death,  resignation or removal from
office,  the powers and duties of the President shall  temporarily  devolve upon
such one of the Vice  Presidents  as the Board  shall have  designated  or shall
designate for the purpose 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. Each
Vice  President  may delegate any part of the duties of that office to employees
of the Company under such Vice President's supervision.

     Section  4.  The  Secretary  shall  attend  all  meetings  of the  Board of
Directors,  shall keep a true and faithful  record thereof in proper books to be
provided for that purpose,  and shall have the custody and care of the corporate
seal, records,  minutes and stock books of the Company. The Secretary shall also
act as  Secretary  of all  shareholders'  meetings,  and keep a record  thereof,
except  to the  extent  some  other  person  may have  been  selected  to act as
Secretary by such  meeting.  The Secretary  shall keep a suitable  record of the
addresses of shareholders, shall have general charge of the stock transfer books
of the Company,  and shall, except as may be otherwise required by statute or by
the  Bylaws,  sign,  issue and  publish all  notices  required  for  meetings of
shareholders  and for meetings of the Board of Directors.  The  Secretary  shall
sign all share  certificates,  bonds and mortgages,  and all other documents and
papers to which the Secretary's

                                       5

<PAGE>

signature may be necessary or appropriate,  shall affix the seal, and shall have
such  other  powers  and  duties as are  commonly  incidental  to the  office of
Secretary or as may be  prescribed  for or delegated to that office by the Board
of Directors, by the President,  or, if authorized by the Board or the President
to prescribe  such powers and duties,  by a Vice  President.  The  Secretary may
delegate any part of the duties of that office to employees of the Company under
the Secretary's supervision.

     Section 5. The Treasurer shall have charge of, and be responsible  for, the
collection,  receipt,  custody and disbursement of the funds of the Company, and
the  deposit  of its  funds  in the name of the  Company  in such  banks,  trust
companies or safety vaults as the Board of Directors may direct which  direction
may be general or confined to specific  depositories.  The Treasurer  shall have
custody of such books, receipted vouchers and other papers and records as in the
practical  business  operations  of the Company  shall  naturally  belong in the
office or custody of the  Treasurer  or as shall be placed in the custody of the
Treasurer by the Board of Directors, by the President,  or, if authorized by the
Board or the President, by a Vice President. The Treasurer shall have such other
powers and duties as are  commonly  incidental  to the office of Treasurer or as
may be prescribed for or delegated to that office by the Board of Directors,  by
the President, or, if authorized by the Board or the President to prescribe such
powers and duties, by a Vice President.  The Treasurer may be required to give a
bond to the Company for the faithful  discharge of the  Treasurer's  duties,  in
such form and in such amount and with such  sureties as shall be  determined  by
the Board of Directors.  The Treasurer may delegate any part of the  Treasurer's
duties to employees of the Company under the Treasurer's supervision.

     Section  6.  The  Assistant  Vice  Presidents,  Assistant  Secretaries  and
Assistant  Treasurers  shall,  respectively,  assist  the Vice  Presidents,  the
Secretary and the Treasurer of the Company in the  performance of the respective
duties  assigned to such  principal  officers and, in assisting  the  respective
principal  officer,  each assistant  officer shall, for such purposes,  have the
same powers as the respective  principal  officer.  The powers and duties of any
principal officer shall,  except as otherwise ordered by the Board of Directors,
temporarily  devolve  upon  the  respective  assistant  in case of the  absence,
disability, death, resignation or removal from office of such principal officer.


                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 1. The funds of the  Company  shall be  deposited  to its credit in
such banks or trust companies, as the Board of Directors from time to time shall
approve,  which approval may be general or confined to specific instances.  Such
funds shall be  withdrawn  only on checks or drafts of the Company or by direct,
wire or other  electronic  transfer of funds for the  purposes of the Company in
accordance with procedures relating to signatures and authorizations by officers
of the Company  which are approved by the Board of Directors  from time to time,
which approval may be general or confined to specific instances.

                                       6

<PAGE>

     Section 2. No loans  shall be  contracted  on behalf of the  Company and no
evidences  of  indebtedness  shall be  issued  in its name  except  for  current
expenses  unless  authorized  by the Board of Directors.  Such  authority may be
general or confined to specific instances.

     Section 3. The Board of Directors  may  authorize  any officer or officers,
agent or agents to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Company,  and such  authority may be general
or confined to specific instances.

     Section 4. All  distributions  to shareholders  and all acquisitions by the
Company of its own shares shall be authorized by the Board of Directors.

     Section  5.  The  fiscal  year of the  Company  shall  close  at the end of
December annually.

     Section  6. All or any  shares  of stock  of any  corporation  owned by the
Company may be voted at any meeting of the  shareholders of such  corporation by
the  President,  any Vice  President  or the  Secretary  of the Company upon any
question  that may be  presented at such  meeting,  and any such officer may, on
behalf of the Company,  waive any notice of the calling of such meeting required
by any statute or Bylaw and consent to the holding of any such  meeting  without
notice. The President,  any Vice President or the Secretary of the Company shall
have  authority to give to any person a written proxy in the name of the Company
and under its corporate seal to vote at any meeting of the  shareholders  of any
corporation all or any shares of stock of such corporation  owned by the Company
upon any  question  that may be presented  at such  meeting,  with full power to
waive any notice of the calling of such meeting required by any statute or Bylaw
and to consent to the holding of any such meeting without notice.

     Section  7. (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 (other than an action by or in the right of the Company) by reason
of the fact that such person 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 such person reasonably  believed
to be in, or not opposed to, the best interests of the Company and, with respect
to any criminal action or proceeding,  if such person had no reasonable cause to
believe such person's 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  such  person
reasonably believed to be in or not opposed to the best interests of the Company
and,  with respect to any  criminal  action or  proceeding,  that the person had
reasonable cause to believe that such person's conduct was unlawful.

                                       7

<PAGE>

     (b) 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 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 being  indemnified acted in
good faith and in a manner  such  person  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  provided that no indemnification
shall be made with  respect  to any  claim,  issue,  or matter as to which  such
person has been adjudged to have been liable 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 the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.

     (c) To the extent  that a  director,  officer,  employee  or agent has been
successful,  on the merits or otherwise,  in the defense of any action,  suit or
proceeding  referred  to in  paragraph  (a) or (b),  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.

     (d) Any  indemnification  under  paragraph (a) or (b) (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 such person has met the applicable
standard of conduct set forth in paragraph (a) or (b). Such determination  shall
be made (1) 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 (2) 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 (3) by the shareholders of the Company.

     (e)  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,  upon receipt of an undertaking by or on behalf
of the  director,  officer,  employee  or agent to repay such amount if it shall
ultimately be determined  that such person is not entitled to be  indemnified by
the Company as authorized in this Section 7.

     (f) The  indemnification and advancement of expenses provided by or granted
under the other subsections of this Section 7 shall be effective with respect to
acts,  errors or omissions  occurring  prior to, on or subsequent to the date of
adoption hereof and such  indemnification  shall not be deemed  exclusive of any
other rights to which those seeking  indemnification  or advancement of expenses
may  be  entitled  under  any  Bylaw,   agreement,   vote  of   shareholders  or
disinterested directors, or otherwise, both as to action by a director, officer,
employee or agent in such person's official capacity and as to action in another
capacity while holding such office.

                                       8

<PAGE>

     (g) The Company may purchase and maintain insurance on behalf of any person
who 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 any liability  asserted against such person and incurred by
such  person in any such  capacity,  or arising out of such  person's  status as
such,  whether or not the Company would have the power to indemnify  such person
against such liability under the provisions of this Section 7.

     (h) 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.

     (i) For  purposes  of this  Section 7  references  to "the  Company"  shall
include,  in  addition to the  surviving  corporation,  any merging  corporation
(including any corporation having merged with a merging corporation) 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  corporation,  or was  serving  at the  request  of  such  merging
corporation 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 Section 7 with respect to the surviving
corporation  as such person would have with respect to such merging  corporation
if its separate existence had continued.

     (j) For purposes of this Section 7, references to "other  enterprise" shall
include employee benefit plans, 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
such person reasonably  believed to be in the best interests 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
Section 7.

     (k) The  indemnification and advancement of expenses provided by or granted
under  this  Section 7 shall,  unless  otherwise  provided  when  authorized  or
ratified,  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 that person.


                                   ARTICLE VII
                          AMENDMENT OR REPEAL OF BYLAWS

     These Bylaws may be added to, amended or repealed by the Board of Directors
at any regular or special meeting of the Board.

                                       9

<PAGE>


STATE OF MISSOURI          )
                           )SS.
CITY OF ST. LOUIS          )

     I, the undersigned,  hereby certify that I am Assistant Secretary of Ameren
Energy Generating  Company,  an Illinois  Corporation,  and the Custodian of the
books  and  records  of said  Company.

     I further certify that the above and foregoing is a true copy of the Bylaws
of said Company in effect on this 21st day of January, 2003.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed the corporate
seal of said Company on this 21st day of January, 2003.





                                                --------------------------------
                                                       Assistant Secretary



                                       10