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                                                                    Exhibit 1.3



                       The Rules of the Board of Directors


                                                      Amended on October 1, 1982

(Purpose)
Article 1
Except as otherwise provided in the laws and the Articles of Incorporation of
the Company, the matters pertaining to the Board of Directors of the Company
shall be governed by these rules.

(Person entitled to convene the meeting)
Article 2
1.   The Board of Directors shall be convened by the Chairman of the Board of
     Directors (hereinafter the "Chairman").
2.   In case the Chairman is prevented from so acting or in the absence of the
     Chairman, the Vice Chairman (hereinafter the "Vice Chairman") shall act in
     his place, and if both the Chairman and the Vice Chairman are prevented
     from so acting or in the absence of the Chairman and the Vice Chairman, the
     President shall act in his place.
3.   In case all of the Chairman, the Vice Chairman, and the President are
     prevented from so acting, one of the Representative Directors shall act in
     his place in the order previously fixed.

(Meeting to be held)
Article 3
A meeting of the Board of Directors shall be held once in every month as a
general rule and shall be held form time to time whenever necessity arises. In
convening a meeting of the Board of Directors, notice to that effect shall be
given to each Director and each Statutory Auditor at least three days prior to
the date set for the meeting, provided however that this period may be shortened
in case of emergency.

(Method of Resolution)
Article 4
Resolutions of a meeting of the Board of Directors shall be adopted by a
majority vote of the Directors present who shall constitute in number a majority
of Directors.

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(Chairperson)
Article 5
The Chairman shall act as chairperson at the meeting of the Board of Directors.
Paragraphs 2 and 3 of Article 2 shall apply mutatis mutandis to chairperson at
the meeting of the Board of Directors.

(Matters to be resolved or reported)
Article 6
Matters to be resolved by the Board of Directors shall be as follows.
(1)  Matters designated by the laws or the Article of Incorporation
(2)  Matters authorized to resolve by a general meeting of shareholders
(3)  Any important matter relating to the execution of business
Matters to be reported to the Board of Directors shall be the result of
operation of the Company and other matters to be designated by the laws.

(Corporate Auditors)
Article 7
Corporate Auditors who attend any meeting of the Board of Directors may express
their opinion thereat.

(Persons concerned)
Article 8
The Board of Directors may require any person concerned to the agenda to attend
the meeting and to give his/her opinions thereat whenever necessity arises.

(Minutes)
Article 9
The general procedure and the resultant action taken at a meeting of the Board
of Directors shall be recorded in minutes, to which chairperson, and the
Directors and Corporate Auditors present shall affix their name and seals and
such minutes shall be kept at the Company.

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                       CERTIFICATE OF ENGLISH TRANSLATION

     Pursuant to Rule 306 of Regulation S-T, the undersigned hereby certifies
that the attached Rules of the Board of Directors is a fair and accurate English
translation.



                                     Mitsui & Co., Ltd.



                                     /s/ Taro Murayama



                                     --------------------------------------
                                     Name:  Taro Murayama
                                     Title: General Manager, Legal Division
                                     Date:  September 26, 2002