Bye-Laws - AES China Generating Co. Ltd.


                                    BYE-LAWS


                                       of


                          AES CHINA GENERATING CO. LTD.


                   (Revised Effective as of the Amalgamation)







                                TABLE OF CONTENTS



Bye-Law                                                                    Page

INTERPRETATION
1       Interpretation                                                        1

BOARD OF DIRECTORS
2       Board of Directors                                                    4
3       Management of the Company                                             4
4       Power to appoint managing director or 
          chief executive officer                                             5
5       Power to appoint manager                                              5
6       Power to authorise specific actions                                   5
7       Power to appoint attorney                                             5
8       Power to delegate to a committee                                      5
9       Power to appoint and dismiss employees 
          and provide benefits                                                6
10      Power to borrow and charge property                                   6
11      Power to purchase shares of or 
          discontinue the Company                                             6
12      Number and election of Directors                                      7
13      Defects in appointment of Directors                                   7
14      Alternate Directors                                                   7
15      Removal of Directors                                                  8
16      Vacancies on the Board                                                8
17      Notice of meetings of the Board                                       9
18      Quorum at meetings of the Board                                       9
19      Meetings of the Board                                                10
20      Unanimous written resolutions                                        10
21      Contracts and disclosure of Directors' interests                     10
22      Remuneration of Directors                                            12

OFFICERS
23      Officers of the Company                                              12
24      Appointment of Officers                                              12
25      Remuneration of Officers                                             13
26      Duties of Officers                                                   13
27      Chairman of meetings                                                 13
28      Register of Directors and Officers                                   13

MINUTES
29      Obligations of Board to keep minutes                                 14

INDEMNITY
30      Indemnification of Directors and Officers 
          of the Company                                                     14
31      Waiver of claim by Member                                            16

MEETINGS
32      Notice of annual general meeting                                     17
33      Notice of special general meeting                                    17
34      Accidental omission of notice of general meeting                     17
35      Meeting called on requisition of Members                             18
36      Short notice                                                         18
37      Postponement of meetings                                             18
38      Quorum for general meeting                                           18
39      Adjournment of meetings                                              19
40      Attendance at meetings                                               19
41      Written resolutions                                                  19
42      Attendance of Directors                                              20
43      Voting at meetings                                                   20
44      Voting on show of hands                                              21
45      Decision of chairman                                                 21
46      Demand for a poll                                                    21
47      Joint holders voting                                                 23
48      Proxies                                                              23
49      Representation of Members which are not 
          natural persons                                                    24

SHARE CAPITAL AND SHARES
50      Rights of shares                                                     24
51      Power to issue shares                                                25
52      Variation of rights and alteration of 
          share capital                                                      26
53      Registered holder of shares                                          27
54      Death of a joint holder                                              28
55      Share certificates                                                   28
56      Calls on shares                                                      28
57      Forfeiture of shares                                                 29

REGISTER OF MEMBERS
58      Register of Members                                                  29
59      Inspection of Register of Members                                    30
60      Determination of record dates                                        31

TRANSFER OF SHARES
61      Instrument of transfer                                               31
62      Transfer of Shares                                                   32
63      Transfers by joint holders                                           32

TRANSMISSION OF SHARES
64      Representative of deceased Member                                    32
65      Registration on death or bankruptcy                                  33

DIVIDENDS AND OTHER DISTRIBUTIONS
66      Declaration of dividends by the Board                                33
67      Other distributions                                                  33
68      Reserve fund                                                         34
69      Deduction of amounts due to the Company                              34

CAPITALIZATION
70      Issue of bonus shares                                                34

ACCOUNTS AND FINANCIAL STATEMENTS
71      Records of account                                                   34
72      Financial year end                                                   35
73      Financial statements                                                 35

AUDIT
74      Appointment of Auditor                                               36
75      Remuneration of Auditor                                              36
76      Vacation of office of Auditor                                        36
77      Access to books of the Company                                       36
78      Report of the Auditor                                                36

NOTICES
79      Notices to Members of the Company                                    37
80      Notices to joint holders                                             37
81      Service and delivery of notice                                       37

SEAL OF THE COMPANY
82      The seal                                                             38
83      Manner in which seal is to be affixed                                38

WINDING-UP
84      Winding-up/distribution by liquidator                                38

ALTERATION OF BYE-LAWS
85      Alteration of Bye-laws                                               39







                                 INTERPRETATION



1.      Interpretation

         (1)      In these Bye-laws the following words and expressions shall, 
where not inconsistent with the context, have the following meanings 
respectively:-

                  (a)     'Act' means the Companies Act 1981 as amended from 
                          time to time;

                  (b)     'Affiliate' of the Company means a Person which
                          directly or indirectly through one or more
                          intermediaries controls, or is controlled by, or is
                          under common control with the Company, except that the
                          Company shall not be deemed to control any Person
                          other than a Subsidiary;

                  (c)     'Alternate Director' means an alternate Director
                          appointed in accordance with these Bye-laws;

                  (d)     'Assistant Secretary' means the person appointed to
                          perform any or all of the duties of assistant
                          secretary of the Company and, in the Secretary's
                          absence, any or all of the duties of the Secretary;

                  (e)     'Auditor' includes any individual or partnership;

                  (f)     'Board' means the Board of Directors appointed or
                          elected pursuant to these Bye-laws and acting by
                          resolution in accordance with the Act and these
                          Bye-laws or the Directors present at a meeting of
                          Directors at which there is a quorum;

                  (g)     'Capital Stock' has the meaning defined in Bye-law
                          50(1);

                 (h)     'Company' means AES China Generating Co. Ltd., an
                          exempted company formed under the Act;

                  (i)     'control' with respect to any Person means the
                          possession, directly or indirectly, of the power to
                          direct or cause the direction of the management and
                          policies of such Person, whether through the ownership
                          of voting securities, by contract or otherwise;

                  (j)     'Director' means a director of the Company and shall
                          include an Alternate Director;

                  (k)     'Member' means any Person registered in the Register
                          of Members as the holder of shares in the Company and,
                          in the case of shares registered jointly in the names
                          of two or more Persons, means such Persons jointly and
                          not severally;

                  (l)     'notice' means written notice as further defined in
                          these Bye-laws unless otherwise specifically stated;

                  (m)     'Officer' means any individual appointed by the Board
                          to hold an office in the Company;

                  (n)     'Person' means any unincorporated organization,
                          association, company, corporation, individual, sole
                          proprietorship, partnership, joint venture, trust,
                          institution, entity, party or government (including
                          any instrumentality, division, agency, body or
                          department thereof);

                  (o)     'Register of Directors and Officers' means the
                          Register of Directors and Officers referred to in
                          these Bye-laws;

                  (p)     'Register of Members' means the Register of Members
                          referred to in these Bye-laws;

                  (q)     'Secretary' means the person appointed to perform any
                          or all the duties of secretary of the Company;

                  (r)     'Subsidiary' of any Person means any corporation or
                          other entity of which such Person, or such Person and
                          one or more Subsidiaries, or any one or more
                          Subsidiaries, directly or indirectly own outstanding
                          shares of capital stock or other ownership interests
                          having voting power sufficient to elect, under
                          ordinary circumstances (not dependent upon the
                          happening of a contingency), a majority of the
                          directors or other persons performing similar
                          functions;

         (2)      In these Bye-laws, where not inconsistent with the context:-

                  (a)     words denoting the plural number include the singular
                          number and vice versa;

                  (b)     words denoting the masculine gender include the
                          feminine gender;

                  (c)     the word:-

                          (i)    'may' shall be construed as permissive;

                          (ii)   'shall' shall be construed as imperative;

                  (d)     unless otherwise provided herein words or expressions
                          defined in the Act shall have the same meaning in
                          these Bye-laws; and

                  (e)     references to '$' shall be to United States dollars.

         (3)      Expressions referring to writing or written shall, unless the
contrary intention appears, include facsimile, printing, lithography,
photography and other modes of representing words in a visible form.

         (4)      Headings used in these Bye-laws and the Table of Contents are 
for convenience only and are not to be used or relied upon in the construction
hereof.


                               BOARD OF DIRECTORS


2.       Board of Directors

         The business of the Company shall be managed and conducted by the
Board.

3.       Management of the Company

         (1)      In managing the business of the Company, the Board may 
exercise all such powers of the Company as are not, by statute or by these
Bye-laws, required to be exercised by the Company in general meeting subject,
nevertheless, to these Bye-laws, the provisions of any statute and to such
regulations as may be prescribed by the Company in general meeting.

         (2)      No regulation or alteration to these Bye-laws made by the 
Company in general meeting shall invalidate any prior act of the Board which
would have been valid if that regulation or alteration had not been made.

         (3)      The Board may procure that the Company pays all expenses 
incurred in promoting and incorporating the Company.

         (4)      Pursuant to the provisions of the Act, the Board shall 
appoint a Secretary who is ordinarily resident in Bermuda and a Resident
Representative who is ordinarily resident in Bermuda, each to maintain all such
records as may be required by law to be maintained in Bermuda, to make all
necessary filings with the Ministry of Finance and Registrar of Companies in
Bermuda as may be required by law and to take any other action as may be
required by law. The Board shall not appoint the Secretary of the Company as a
Director or the Resident Representative.

4.       Power to appoint managing director or
         chief executive officer

         The Board may from time to time appoint one or more Directors to the
office of managing director or chief executive officer of the Company who 
shall, subject to the control of the Board, supervise and administer all of the
general business and affairs of the Company.

5.       Power to appoint manager

         The Board may appoint a person to act as manager of the Company's day
to day business and may entrust to and confer upon such manager such powers and
duties as it deems appropriate for the transaction or conduct of such business.

6.       Power to authorise specific actions

         The Board may from time to time and at any time authorise any Person
to act on behalf of the Company for any specific purpose and in connection
therewith to execute any agreement, document or instrument on behalf of the
Company.

7.       Power to appoint attorney

         The Board may from time to time and at any time by power of attorney
appoint any Person, whether nominated directly or indirectly by the Board, to be
an attorney of the Company for such purposes and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the Board) and
for such period and subject to such conditions as it may think fit. Any such
power of attorney may contain such provisions for the protection and convenience
of Persons dealing with any such attorney as the Board may think fit and may
also authorise any such attorney to sub-delegate all or any of the powers,
authorities and discretions so vested in the attorney. Such attorney may, if so
authorised under the seal of the Company, execute any deed or instrument under
such attorney's personal seal with the same effect as the affixation of the seal
of the Company.

8.       Power to delegate to a committee

         The Board may delegate any of its powers to a committee appointed by
the Board and every such committee shall conform to such directions as the Board
shall impose on them.

9.       Power to appoint and dismiss employees
         and provide benefits

         (1)      The Board may appoint, suspend or remove any manager, 
secretary, clerk, agent or employee of the Company and may fix their 
remuneration and determine their duties.

         (2)      The Board on behalf of the Company may provide benefits, 
whether by the payment of gratuities or pensions or otherwise, for any person
including any Director or former Director who holds or has held any executive
office or employment with the Company or with any Person which is or has been a
Subsidiary or Affiliate of the Company or a predecessor in the business of the
Company or of any such Subsidiary or Affiliate, and to any member of his family
or any person who is or was dependent on him, and may contribute to any fund 
and pay premiums for the purchase or provision of any such gratuity, pension or
other benefit, or for the insurance of any such person.

         (3)      Without prejudice to the general powers conferred by these
Bye-laws, the Board is hereby authorised to give to any Directors, officers or
employees of the Company an interest in any particular business or transaction
or participation in the profits thereof or in the general profits of the Company
either in addition to or in substitution for a salary or other remuneration.

10.      Power to borrow and charge property

         The Board may exercise all the powers of the Company to borrow money
and to mortgage or charge its undertaking, property and uncalled capital, or 
any part thereof, and may issue debentures, debenture stock and other 
securities whether outright or as security for any debt, liability or 
obligation of the Company or any third party.

11.      Power to purchase shares of or
         discontinue the Company

         (1)      Subject to the provisions of Section 42A of the Act, the 
Board may exercise all the powers of the Company to purchase all or any part of
its own shares.

         (2)      The Board may exercise all the powers of the Company to
discontinue the Company to a named country or jurisdiction outside Bermuda
pursuant to Section 132G of the Act.

12.      Number and election of Directors

         (1)      The Board shall consist of not less than two Directors or 
such number in excess thereof as the Members may from time to time determine,
PROVIDED THAT the number of Directors shall not be reduced so as to shorten the
term of any Director at the time in office.

         (2)      The Board of Directors shall consist of a single class and 
shall be elected thereafter, except in the case of casual vacancy, at the 
annual general meeting or at any special general meeting called for the 
purpose. Directors shall hold office for such term as the Members may determine
or, in the absence of such determination, until the next annual general meeting
or until their successors are elected or appointed or their office is otherwise
vacated, and any general meeting may authorise the Board to fill any vacancy in
their number left unfilled at a general meeting.

         (3)      Any Member may nominate one or more persons for election as 
Director at a general meeting.

13.      Defects in appointment of Directors

         All acts done bona fide by any meeting of the Board or by a committee
of the Board or by any person acting as a Director shall, notwithstanding that
it be afterwards discovered that there was some defect in the appointment of any
Director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a Director.

14.      Alternate Directors

         (1)      Any general meeting of the Company may elect a person or 
persons to act as a Director in the alternative to any one or more of the
Directors of the Company or may authorise the Board to appoint such Alternate
Directors. Absent specific authorisation of the Members, no Director may 
appoint a person or persons to act as a Director in the alternative to himself
or herself. Any person so appointed shall have all the rights and powers of the
Director or Directors for whom such person is appointed in the alternative
provided that such person shall not be counted more than once in determining
whether or not a quorum is present.

         (2)      An Alternate Director shall be entitled to receive notice of 
all meetings of the Board and to attend and vote at any such meeting at which a
Director for whom such Alternate Director was appointed in the alternative is
not personally present and generally to perform at such meeting all the
functions of such Director for whom such Alternate Director was appointed.

         (3)      An Alternate Director shall cease to be such if the Director 
for whom such Alternate Director was appointed ceases for any reason to be a
Director but may be re-appointed by the Board as alternate to the person
appointed to fill the vacancy in accordance with these Bye-laws.

15.      Removal of Directors

         (1)      Subject to any provision to the contrary in these Bye-laws, 
the Members may, at any special general meeting convened and held in accordance
with these Bye-laws, remove a Director provided that the notice of any such
meeting convened for the purpose of removing a Director shall contain a
statement of the intention so to do and be served on such Director not less 
than five days before the meeting and at such meeting such Director shall be
entitled to be heard on the motion for such Director's removal.

         (2)      A vacancy on the Board created by the removal of a Director 
under the provisions of subparagraph (1) of this Bye-law may be filled by the
Members at the meeting at which such Director is removed and, in the absence of
such election or appointment, the Board may fill the vacancy.

16.      Vacancies on the Board

         (1)      The Board shall have the power from time to time and at any 
time to appoint any person as a Director to fill a vacancy on the Board
occurring as the result of the death, disability, disqualification or
resignation of any Director or the failure of the Members to fill any vacancy
and to appoint an Alternate Director to any Director so appointed.

         (2)      The Board may act notwithstanding any vacancy in its number 
but, if and so long as its number is reduced below the number fixed by these
Bye-laws as the quorum necessary for the transaction of business at meetings of
the Board, the continuing Directors or Director may act for the purpose of (i)
summoning a general meeting of the Company or (ii) preserving the assets of the
Company.

         (3)      The office of Director shall be vacated if the Director:-

                  (a)     is removed from office pursuant to these Bye-laws or 
                          is prohibited from being a Director by law;

                  (b)     is or becomes bankrupt or makes any arrangement or
                          composition with his creditors generally;

                  (c)     is or becomes of unsound mind or dies; or

                  (d)     resigns his or her office by notice in writing to the
                          Company.

17.      Notice of meetings of the Board

         (1)      The Chairman, Deputy Chairman, or President may, and the
Secretary or the Assistant Secretary on the requisition of any two Directors
shall, at any time summon a meeting of the Board upon not less than three days'
prior notice.

         (2)      Notice of a meeting of the Board shall be deemed to be duly 
given to a Director if it is given to such Director verbally in person or by
telephone or otherwise communicated or sent to such Director by post, cable,
telex, telecopier, facsimile or other mode of representing words in a legible
and non-transitory form at such Director's last known address or any other
address given by such Director to the Company for this purpose.

18.      Quorum at meetings of the Board

         The quorum necessary for the transaction of business at a meeting of
the Board shall be two Directors.

19.      Meetings of the Board

         (1)      The Board may meet for the transaction of business, adjourn 
and otherwise regulate its meetings as it sees fit.

         (2)      Directors may participate in any meeting of the Board by means
of such telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting shall
constitute presence in person at such meeting.

         (3)      A resolution put to the vote at a meeting of the Board shall 
be carried by the affirmative votes of a majority of the votes cast and in the
case of an equality of votes the resolution shall fail.

20.      Unanimous written resolutions

         A resolution in writing signed by all the Directors which may be in
counterparts, shall be as valid as if it had been passed at a meeting of the
Board duly called and constituted, such resolution to be effective on the date
on which the last Director signs the resolution. For the purposes of this
Bye-law only, 'Director' shall not include an Alternate Director.

21.      Contracts and disclosure of Directors' interests

         (1)      Subject to the Act, a Director may hold any other office or 
place of profit with the Company (except that of Auditor) in addition to serving
as a Director for such period and upon such terms as the Board may determine,
and may be paid such extra remuneration therefor (whether by way of salary,
commission, participation in profits or otherwise) as the Board may determine,
and such extra remuneration shall be in addition to any remuneration provided
for, by or pursuant to any other Bye-law.

         (2)      Any Director, or any Director's firm, partner or any company 
with whom any Director is associated, may act in a professional capacity for the
Company and such Director or such Director's firm, partner or such company shall
be entitled to remuneration for professional services as if such Director were
not a Director, provided that nothing herein contained shall authorise a
Director or Director's firm, partner or such company to act as Auditor of the
Company.

         (3)      A Director may be or become a director or other officer of, or
otherwise interested in, any Person promoted by the Company or any other Person
in which the Company may be interested. Any Director may be or become directly
or indirectly interested in a contract or proposed contract or arrangement with
the Company, and shall not be liable to account to the Company or the Members
for any remuneration, profit or other benefits received by him as a director or
officer of or from his interest in such other Person, contract, proposed
contract or arrangement. The Board may also cause the voting power conferred by
the shares in any other Person held or owned by the Company to be exercised in
such manner in all respects as it thinks fit, including the exercise thereof in
favour of any resolution appointing the Directors or any of them to be directors
or officers of such other Person, or voting or providing for the payment of
remuneration to the directors or officers of such other Person.

         (4)      A Director who is a director or other officer of, or otherwise
interested in, any Person promoted by the Company or any other Person in which
the Company is interested or who is directly or indirectly interested in a
contract or proposed contract or arrangement with the Company shall declare the
nature of such interest as required by the Act.

         (5)      Following a declaration being made pursuant to this Bye-law, 
and unless disqualified by the chairman of the relevant Board meeting, a
Director may vote in respect of any matter involving a Person of which such
Director is a director or other officer or otherwise interested or any contract
or proposed contract or arrangement in which such Director is interested and may
be counted in the quorum at such meeting.

22.      Remuneration of Directors

         The remuneration (if any) of the Directors shall be determined from
time to time by the Board and shall be deemed to accrue from day to day. The
Directors may also be paid all travel, hotel and other expenses properly
incurred by them in attending and returning from meetings of the Board, any
committee appointed by the Board, general meetings of the Company, or in
connection with the business of the Company or their duties as Directors
generally.


                                    OFFICERS


23.      Officers of the Company

         The Officers of the Company shall consist of a President and a Vice
President or a Chairman and a Deputy Chairman (who may also use the title of
Vice Chairman), a Secretary, an Assistant Secretary and such additional Officers
as the Board may from time to time determine (including one or more additional
Vice Presidents) all of whom shall be deemed to be Officers for the purposes of
these Bye-laws.

24.      Appointment of Officers

         (1)      The Board shall, after each annual general meeting, appoint a
President and Vice President or a Chairman and Deputy Chairman who shall be
Directors.

         (2)      The Secretary, the Assistant Secretary and additional 
Officers, if any, shall be appointed by the Board from time to time.

         (3)      Any person elected or appointed pursuant to this Bye-law shall
hold office for such period and upon such terms as the Board may determine and
the Board may revoke or terminate any such election or appointment. Any such
revocation or termination shall be without prejudice to any claim for damages
that such officer may have against the Company or the Company may have against
such officer for any breach of any contract of service between him and the
Company which may be involved in such revocation or termination.

25.      Remuneration of Officers

         The Officers shall receive such remuneration as the Board may from
time to time determine.

26.      Duties of Officers

         The Officers shall have such powers and perform such duties in the
management, business and affairs of the Company as may be delegated to them by
the Board from time to time.

27.      Chairman of meetings

         Unless otherwise agreed by a majority of those attending and entitled
to attend and vote thereat, the Chairman, if there be one, and if not the
President, shall act as chairman at all meetings of the Members and of the Board
at which such person is present. In their absence the Deputy Chairman or Vice
President, if present, shall act as chairman and in the absence of all of them a
chairman shall be appointed or elected by those present at the meeting and
entitled to vote.

28.      Register of Directors and Officers

         (1)      The Board shall cause to be kept in one or more books at its
registered office a Register of Directors and Officers and shall enter therein
the following particulars with respect to each Director and the President, each
Vice-President, the Chairman, and each Deputy Chairman, provided that each such
person is a Director, and the Secretary and the Assistant Secretary, that is to
say:

                  (a)     first name and surname; and

                  (b)     address.

         (2)      The Board shall, within the period of fourteen days from the 
occurrence of -

                  (a)     any change among its Directors, the President, any
                          Vice-President, the Chairman, and any Deputy Chairman,
                          provided that each such person is a Director, and in
                          the Secretary and the Assistant Secretary; or

                  (b)     any change in the particulars contained in the
                          Register of Directors and Officers,

cause to be entered on the Register of Directors and Officers the particulars of
such change and the date on which such change occurred.

         (3)      The Register of Directors and Officers shall be open to
inspection at the registered office of the Company on every business day,
subject to such reasonable restrictions as the Board may impose, so that not
less than two hours in each business day be allowed for inspection.


                                     MINUTES


29.      Obligations of Board to keep minutes

         The Board shall cause minutes to be duly entered in books provided for 
the purpose:-

         (a)      of all elections and appointments of Officers;

         (b)      of the names of the Directors present at each meeting of the 
                  Board and of any committee appointed by the Board; and

         (c)      of all resolutions and proceedings of general meetings of the 
                  Members, meetings of the Board, meetings of managers and 
                  meetings of committees appointed by the Board.


                                    INDEMNITY


30.      Indemnification of Directors and
         Officers of the Company

         (1)      The Directors, the Secretary, the Assistant Secretary and 
other Officers for the time being of the Company and the liquidator or trustees
(if any) for the time being acting in relation to any of the affairs of the
Company and every one of them (individually, an 'Indemnified Party,' and
collectively, the 'Indemnified Parties'), and their heirs, executors and
administrators, shall be indemnified and secured harmless out of the assets of
the Company to the fullest extent authorised by the laws of Bermuda as the same
exist or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Company to provide broader
indemnification rights than such laws permitted prior to such amendment) from
and against all actions, costs, charges, losses, damages and expenses ('Losses')
which the Indemnified Parties or any of them, or their heirs, executors or
administrators, shall or may incur or sustain by or by reason of any act done,
concurred in or omitted in or about the execution of their duty, or supposed
duty, or in their respective offices or trusts with respect to the Company or in
or about the execution of their duty, or supposed duty, or in their respective
offices or trusts with respect to any other Person for whom any of them acted as
director, secretary or other officer, liquidator, trustee, employee or agent at
the request of the Company, and none of them shall be answerable for the acts,
receipts, neglects or defaults of the others of them or for joining in any
receipts for the sake of conformity, or for any bankers or other Persons with
whom any moneys or effects belonging to the Company or any other such Person
shall or may be lodged or deposited for safe custody, or for insufficiency or
deficiency of any security upon which any moneys of or belonging to the Company
or any other such Person shall be placed out on or invested, or for any other
loss, misfortune or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto, PROVIDED THAT, with respect to an
Indemnified Party, this indemnity shall not extend to any Losses to the extent
they arise from or in respect of any fraud or dishonesty of which the
Indemnified Party may be guilty with respect to the Company.

         (2)      The right to indemnification conferred in this Bye-law 30 is 
and shall be a contract right. The right to indemnification conferred in this
Bye-law 30 shall include the right to be paid by the Company the expenses
(including attorneys' fees and retainers therefor) reasonably incurred in
connection with any proceeding for which indemnity is asserted in advance of its
final disposition, such advances to be paid by the Company within 20 days after
the receipt by the Company of a statement or statements from an Indemnified
Party or his or her heirs, executors or administrators requesting such advance
or advances from time to time; provided, however, the payment of such expenses
incurred by an Indemnified Party or his or her heirs, executors or
administrators in advance of the final disposition of a proceeding shall be made
only upon delivery to the Company of an undertaking by or on behalf of such
Indemnified Party or his heirs, executors or administrators to repay all amounts
so advanced if it shall ultimately be determined that such Person is not
entitled to be indemnified under this Bye-law 30 or otherwise.

         (3)      To obtain indemnification under this Bye-law 30, an 
Indemnified Party or his heirs, executors or administrators shall submit to the
Company a written request, including therein or therewith such documentation and
information as is reasonably available to such Person and is reasonably
necessary to determine whether and to what extent such Person is entitled to
indemnification.

         (4)      The Company may maintain insurance, at its expense, to protect
itself and any Indemnified Party and his or her heirs, executors and
administrators from and against any and all Losses, whether or not the Company
would have the power to indemnify such person against any such Loss under the
Act. To the extent that the Company maintains any policy or policies providing
such insurance, each such Indemnified Party and his or her heirs, executors and
administrators, and each such employee or agent to which rights to
indemnification have been granted as provided in paragraph (5) of this Bye-law
30, shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such Person.

         (5)      The Company may, to the extent authorized from time to time by
the Board, grant rights to indemnification, and rights to be paid by the Company
the expenses incurred in connection with any proceeding in advance of its final
disposition, to any employee or agent of the Company to the fullest extent of
the provisions of this Bye-law 30 with respect to the indemnification and
advancement of expenses of the Indemnified Parties.

31.      Waiver of claim by Member

         Each Member agrees to waive any claim or right of action such Member
might have, whether individually or by or in the right of the Company, against
any Director, the Secretary, the Assistant Secretary or other Officer for the
time being of the Company or the liquidator or trustees (if any) for the time
being acting in relation to any of the affairs of the Company, and their heirs,
executors and administrators, on account of any act done, concurred in or
omitted in or about the execution of their duty, or supposed duty or in their
respective offices or trusts PROVIDED THAT, with respect to any such person such
waiver shall not extend to any matter in respect of any fraud or dishonesty
which may attach to such person.


                                    MEETINGS


32.      Notice of annual general meeting

         The annual general meeting of the Company shall be held in each year
other than the year of incorporation at such time and place as the President or
the Chairman or, the Deputy Chairman or the Board shall appoint. At least five
days' notice of such meeting shall be given to each Member stating the date,
time and place at which the meeting is to be held, that the election of
Directors will take place thereat, and as far as practicable, the general nature
of the other business to be conducted at the meeting.

33.      Notice of special general meeting

         The President or the Chairman or the Deputy Chairman or the Board may
convene a special general meeting of the Company whenever in their judgment such
a meeting is necessary, upon not less than five days' notice which shall state
the date, time and place at which the meeting is to be held and the general
nature of the business to be considered at the meeting.

34.      Accidental omission of notice of general meeting

         (1)      The accidental omission to give notice of a general meeting 
to, or the non-receipt of notice of a general meeting by, any Person entitled to
receive notice shall not invalidate the proceedings, at that meeting.

         (2)      In the case where instruments of proxy are sent out with 
notice of any general meeting, the accidental omission to send such instrument
of proxy to, or the non-receipt of such instrument of proxy by, any Person
entitled to receive notice shall not invalidate the proceedings at that meeting.

35.      Meeting called on requisition of Members

         Notwithstanding anything herein, the Board shall, on the requisition
of Members holding at the date of the deposit of the requisition not less than
one-tenth of such of the paid-up share capital of the Company as at the date of
the deposit that carries the right to vote at general meetings of the Company,
forthwith proceed to convene a special general meeting of the Company and the
provisions of Section 74 of the Act shall apply.

36.      Short notice

           A general meeting of the Company shall, notwithstanding that it is
called by shorter notice than that specified in these Bye-laws, be deemed to
have been properly called if it is so agreed by (i) all the Members entitled to
attend and vote thereat in the case of an annual general meeting; and (ii) by a
majority in number of the Members having the right to attend and vote at the
meeting, being a majority together holding not less than 95% in nominal value of
the shares giving a right to attend and vote thereat in the case of a special
general meeting.

37.      Postponement of meetings

         The Board may postpone any general meeting called in accordance with
the provisions of these Bye-laws (other than a meeting requisitioned under these
Bye-laws) provided that notice of postponement is given to each Member before
the time for such meeting. Fresh notice of the date, time and place for the
postponed meeting shall be given to each Member in accordance with the
provisions of these Bye-laws.

38.      Quorum for general meeting

         (1)      At any general meeting of the Company two Persons present in
person and representing in person or by proxy in excess of 50% of the total
issued voting shares in the Company throughout the meeting shall form a quorum
for the transaction of business, PROVIDED THAT if the Company shall at any time
have only one Member, one Member present in person or by proxy shall form a
quorum for the transaction of business at any general meeting of the Company
held during such time.

         (2)      If within half an hour from the time appointed for the meeting
any required quorum is not present (or such longer time as the chairman of the
meeting may determine to wait) the meeting, if convened on the requisition of a
Member or Members, shall be dissolved. In any other case, the meeting shall
stand adjourned to the same day one week later, at the same time and place or to
such other day, time or place as the Board may determine. Notwithstanding the
foregoing, prior to dissolution or adjournment of any such meeting, the chairman
of the meeting may permit the transaction of any business by the Company or by
any class of the Company's shares if the required quorum for the transaction of
such business is present and acting throughout.

39.      Adjournment of meetings

         The chairman of a general meeting may, with the consent of the
Members at any general meeting at which a quorum is present (and shall if so
directed), adjourn the meeting. Unless the meeting is adjourned to a specific
date, time and place, fresh notice of the date, time and place for the
resumption of the adjourned meeting shall be given to each Member in accordance
with the provisions of these Bye-laws.

40.      Attendance at meetings

         If specifically authorised by the Board at any particular meeting,
Members may participate in any general meeting by means of such telephone,
electronic or other communication facilities as permit all persons participating
in the meeting to communicate with each other simultaneously and
instantaneously, and participation in such a meeting shall constitute presence
in person at such meeting.

41.      Written resolutions

         (1)      Subject to subparagraph (6), anything which may be done by
resolution of the Company in general meeting or by resolution of a meeting of
the holders of any class of the shares of the Company, may, without a meeting
and without any previous notice being required, be done by resolution in writing
signed by, or, in the case of a Member that is not a natural person whether or
not a company within the meaning of the Act, on behalf of, all the Members who
at the date of the resolution would be entitled to attend the meeting and vote
on the resolution.

         (2)      A resolution in writing may be signed by, or, in the case of a
Member that is not a natural person whether or not a company within the meaning
of the Act, on behalf of, all the Members, or any class thereof, in as many
counterparts as may be necessary.

         (3)      For the purposes of this Bye-law, the date of the resolution 
is the date when the resolution is signed by, or, in the case of a Member that
is not a natural person whether or not a company within the meaning of the Act,
on behalf of, the last Member to sign and any reference in any Bye-law to the
date of passing of a resolution is, in relation to a resolution made in
accordance with this Bye-law, a reference to such date.

         (4)      A resolution in writing made in accordance with this Bye-law 
is as valid as if it had been passed by the Company in general meeting or by a
meeting of the holders of the relevant class of shares of the Company, as the
case may be, and any reference in any Bye-law to a meeting at which a resolution
is passed or to Members voting in favour of a resolution shall be construed
accordingly.

         (5)      A resolution in writing made in accordance with this Bye-law
shall constitute minutes for the purposes of Sections 81 and 82 of the Act.

         (6)      This Bye-law shall not apply to:-

                  (a)     a resolution passed pursuant to Section 89(5) of the 
                          Act; or

                  (b)     a resolution passed for the purpose of removing a 
                          Director before the expiration of his term of office 
                          under these Bye-laws.

42.      Attendance of Directors

         The Directors of the Company shall be entitled to receive notice of
and to attend and be heard at any general meeting.

43.      Voting at meetings

        (1)       Notwithstanding any provision of the Act to the contrary and
  subject to the provisions of these Bye-laws, any question proposed for the
  consideration of the Members at any general meeting shall be decided by the
  affirmative votes of a majority of the votes cast in accordance with the
  provisions of these Bye-laws and in the case of an equality of votes the
  question shall fail.

         (2)      No Member shall be entitled to vote at any general meeting 
unless such Member has paid all the calls on all shares held by such Member.

         (3)      A Member who is a patient for any purpose of any statute or
applicable law relating to mental health or in respect of whom an order has been
made by any court having jurisdiction for the protection or management of the
affairs of persons incapable of managing their own affairs may vote, whether on
a show of hands or on a poll, by his receiver, committee, curator bonis or other
Person in the nature of a receiver, committee or curator bonis appointed by such
court and such receiver, committee, curator bonis or other Person may vote on a
poll by proxy, and may otherwise act and be treated as such Member for the
purpose of general meetings.

44.      Voting on show of hands

           At any general meeting a resolution put to the vote of the meeting
shall, in the first instance, be voted upon by a show of hands and, subject to
any rights or restrictions for the time being lawfully attached to any class of
shares and subject to the provisions of these Bye-laws, every Member present in
person and every Person holding a valid proxy at such meeting shall be entitled
to one vote and shall cast such vote by raising his or her hand.

45.        Decision of chairman

         At any general meeting a declaration by the chairman of the meeting
that a question proposed for consideration has, on a show of hands, been
carried, or carried unanimously, or by a particular majority, or lost, and an
entry to that effect in a book containing the minutes of the proceedings of the
Company shall, subject to the provisions of these Bye-laws, be conclusive
evidence of that fact.

46.      Demand for a poll

         (1)      Notwithstanding the provisions of the immediately preceding 
two Bye-laws, at any general meeting of the Company, in respect of any question
proposed for the consideration of the Members (whether before or on the
declaration of the result of a show of hands as provided for in these Bye-laws),
a poll may be demanded by any of the following Persons:-

                  (a)     the chairman of such meeting; or

                  (b)     at least three Members present in person or
                          represented by proxy; or

                  (c)     any Member or Members present in person or represented
                          by proxy and holding between them not less than
                          one-tenth of the total voting rights of all the
                          Members having the right to vote at such meeting; or

                  (d)     any Member or Members present in person or represented
                          by proxy holding shares in the Company conferring the
                          right to vote at such meeting, being shares on which
                          an aggregate sum has been paid up equal to not less
                          than one-tenth of the total sum paid up on all such
                          shares conferring such right.

         (2)      Where, in accordance with the provisions of subparagraph (1) 
of this Bye-law, a poll is demanded, subject to any rights or restrictions for
the time being lawfully attached to any class of shares, every Person present at
such meeting shall have one vote for each share of which such Person is the
holder or for which such Person holds a proxy and such vote shall be counted in
the manner set out in subparagraph (4) of this Bye-Law or in the case of a
general meeting at which one or more Members are present by telephone in such
manner as the chairman of the meeting may direct and the result of such poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded and shall replace any previous resolution upon the same matter which
has been the subject of a show of hands.

         (3)      A poll demanded in accordance with the provisions of 
subparagraph (1) of this Bye-law, for the purpose of electing a chairman or on a
question of adjournment, shall be taken forthwith and a poll demanded on any
other question shall be taken in such manner and at such point in the meeting as
the chairman may direct and any business other than that upon which a poll has
been demanded may be proceeded with pending the taking of the poll.

         (4)      Where a vote is taken by poll, each Person present and 
entitled to vote shall be furnished with a ballot paper on which such Person
shall record his or her vote in such manner as shall be determined at the
meeting having regard to the nature of the question on which the vote is taken,
and each ballot paper shall be signed or initialized or otherwise marked so as
to identify the voter and the registered holder in the case of a proxy. At the
conclusion of the poll, the ballot papers shall be examined and counted by a
committee of not less than two Members or proxy holders appointed by the
chairman for the purpose and the result of the poll shall be declared by the
chairman.

47.      Joint holders voting

         If two or more Persons are registered as joint holders of any shares,
the Company shall be entitled to require that all of such persons tender their
vote jointly if they are voting in person or that all of such Persons execute a
proxy if they are submitting a proxy.

48.      Proxies

         Any Member of the Company entitled to attend and vote at a meeting of
the Company or a meeting of the holders of any class of shares in the Company
shall be entitled to appoint another Person as his proxy to attend and vote
instead of him. A Member may appoint more than one proxy to attend on the same
occasion. The instrument appointing a proxy shall be in writing in a form
approved by the Board and under the hand of the appointor or of the appointor's
attorney duly authorised in writing, or if the appointor is not a natural
person, either under its seal, or under the hand of a duly authorised officer or
attorney. A Member may revoke his proxy prior to its exercise by delivering
written notice of revocation to the Secretary or the Assistant Secretary, by
executing a later dated proxy or by attending the meeting to which the proxy
relates and voting in person. The decision of the chairman of any general
meeting as to the validity of any instrument of proxy shall be final.

49.      Representation of Members which are
         not natural persons

         A Member which is not a natural person may, by written instrument,
authorise such person as it thinks fit to act as its representative at any
meeting of the Members and the person so authorised shall be entitled to
exercise the same powers on behalf of the Member which such person represents as
that Member could exercise if it were a natural person. Notwithstanding the
foregoing, the chairman of the meeting may accept such assurances as he or she
thinks fit as to the right of any person to attend and vote at general meetings
on behalf of a Member which is not a natural person.


                            SHARE CAPITAL AND SHARES


50.      Rights of shares

         (1)      The authorised share capital of the Company at the date of the
adoption of these Bye-laws is $1,000,000 comprised of 100,000,000 shares, par
value $.01 per share (the 'Capital Stock').

         (2)      The voting powers, preferences and relative, participating,
optional and other special rights, and qualifications, limitations and
restrictions of the Capital Stock are as follows:

                  (a)     Voting Rights. 

                          Except as otherwise provided by law or by these
                          Bye-laws , the holders of shares of the Capital Stock
                          shall be entitled to one vote per share.

                  (b)     Dividends.

                          The holders of shares of Capital Stock shall be
                          entitled to receive, out of assets or funds legally
                          available therefor, such dividends and distributions,
                          payable in cash or otherwise, as may be declared
                          thereon by the Board from time to time.

                  (c)     Winding Up.

                          In the event of the winding up or dissolution of the
                          Company, whether voluntary or involuntary or for the
                          purpose of reorganisation or otherwise, or upon any
                          distribution of capital, all of the surplus assets of
                          or capital distributed by the Company shall belong to
                          and be distributable in equal amounts per share to the
                          holders of shares of Capital Stock.

51.      Power to issue shares

         (1)      Subject to these Bye-laws and to any resolution of the Members
to the contrary and without prejudice to any special rights previously conferred
on the holders of any existing shares or class of shares, the Board shall have
power to issue and to grant options over any authorised but unissued shares of
the Company and to issue securities convertible into or exchangeable or
exercisable for authorised but unissued shares of the Company on such terms and
conditions as it may determine and any shares or class of shares may be issued
with such preferred, deferred or other special rights or such restrictions,
whether in regard to dividend, voting, return of capital or otherwise as the
Company may from time to time by resolution of the Members prescribe.

         (2)      The Board shall, in connection with the issue of any share, 
have the power to pay such commissions and brokerage fees as may be permitted by
law.

         (3)      Subject to the Act:

                          (a)     the Company may in accordance with any scheme 
                          for the time being in force and approved by the
                          Members in general meeting provide directly or
                          indirectly money or other financial assistance for the
                          purpose of or in connection with the purchase of, or
                          subscription for, fully or partly paid shares in the
                          Company or any holding company of the Company by a
                          trustee of or to be held by or for the benefit of
                          employees of the Company, any of its Subsidiaries, any
                          holding company of the Company or any Subsidiary of
                          any such holding company including any Director
                          holding a salaried employment or office with or in any
                          such company and so that the residual beneficiary of
                          any such trust may be or include a charitable object;
                          and

                          (b)     the Company may give financial assistance on 
                          such terms as the Board may approve to bona fide
                          employees of the Company (including Directors who are
                          also bona fide employees), any of its Subsidiaries,
                          any holding company of the Company and/or any
                          Subsidiary of any such holding company in order that
                          they may buy shares (fully or partly paid) of the
                          Company or any holding company of the Company and such
                          terms may include a reference that, when an employee
                          ceases to be employed by the Company or such other
                          company, shares bought with such financial assistance
                          shall or may be sold to the Company or such other
                          company on such terms as the Board may approve.

         (4)      Without prejudice to the general powers conferred by these
Bye-laws, the Board is authorised to give to any Person the right or option of
requiring at a future date that an allotment shall be made to such Person of any
shares at par or at such premium as may be agreed.

         (5)      Neither the Company nor the Board shall be obliged, when 
making or granting any allotment of, offer of, option over or disposal of
shares, to make, or make available, any such allotment, offer, option or
disposal to Members or others with registered addresses in any particular
territory or territories where, in the absence of a registration statement or
other special formalities, this would or might, in the opinion of the Board, be
unlawful or impracticable. Members affected as a result of the foregoing
sentence shall not be, or be deemed to be, holders of a separate class of shares
for any purpose whatsoever.

52.      Variation of rights and alteration of share capital

         (1)      Subject to the provisions of Sections 42 and 43 of the Act any
preference shares may be issued or converted into shares that, at a determinable
date or at the option of the Company, are liable to be redeemed on such terms
and in such manner as the Company before the issue or conversion may by
resolution of the Members determine.

         (2)      If at any time the share capital is divided into different
classes of shares, the rights attached to any class (unless otherwise provided
by the terms of issue of the shares of that class) may, whether or not the
Company is being wound-up, be varied with the consent in writing of the holders
of three-fourths of the issued shares of that class or with the sanction of a
resolution passed by a majority of the votes cast at a separate general meeting
of the holders of the shares of the class in accordance with Section 47(7) of
the Act.

         (3)      The Company may from time to time by resolution of the Members
change the currency denomination of, increase, alter or reduce its share capital
in accordance with the provisions of Sections 45 and 46 of the Act. Where, on
any alteration of share capital, fractions of shares or some other difficulty
would arise, the Board may deal with or resolve the same in such manner as it
thinks fit including, without limiting the generality of the foregoing, the
issue to Members, as appropriate, of fractions of shares and/or arranging for
the sale or transfer of the fractions of shares of Members.

53.      Registered holder of shares

         (1)      The Company shall be entitled to treat the registered holder 
of any share as the absolute owner thereof and accordingly shall not be bound to
recognize any equitable or other claim to, or interest in, such share on the
part of any other Person.

         (2)      Any dividend, distribution, interest or other moneys payable 
in cash in respect of shares may be paid by cheque or draft made payable to such
Member as such Member's name appears in the Register of Members (in the case of
joint holders, made payable jointly to such joint holders as their names appear
in the Register of Members) sent by first class mail, postage prepaid, directed
to the Member at such Member's address in the Register of Members or to such
Person and to such address as the Member may in writing direct. If two or more
Persons are registered as joint holders of any shares any one can give an
effectual receipt for any dividend paid in respect of such shares.

54.      Death of a joint holder

         Where two or more Persons are registered as joint holders of a share
or shares under a tenancy in which the estate of a deceased holder does not
retain an interest in the share or shares, then in the event of the death of any
joint holder or holders the remaining joint holder or holders shall be
absolutely entitled to the said share or shares and the Company shall recognize
no claim in respect of the estate of any joint holder except in the case of the
last survivor of such joint holders.

55.      Share certificates

         (1)      Every Member shall be entitled to a certificate under the seal
of the Company (or a facsimile thereof) specifying the number and, where
appropriate, the class of shares held by such Member and whether the same are
fully paid up and, if not, how much has been paid thereon. The Board may by
resolution determine, either generally or in a particular case, that any or all
signatures on certificates may be printed thereon or affixed by mechanical means
and that a facsimile of the seal of the Company be placed thereon.

         (2)      The Company shall be under no obligation to complete and 
deliver a share certificate unless specifically called upon to do so by the
Person to whom such shares have been allotted.

         (3)      If any such certificate shall be proved to the satisfaction of
the Company to have been worn out, lost, mislaid or destroyed the Company may
cause a new certificate to be issued and request an indemnity for the lost
certificate if it sees fit.

56.      Calls on shares

         (1)      The Board may from time to time make such calls as it thinks 
fit upon the Members in respect of any monies unpaid on the shares allotted to
or held by such Members and, if a call is not paid on or before the day
appointed for payment thereof, the Member may at the discretion of the Board be
liable to pay the Company interest on the amount of such call at such rate as
the Board may determine, from the date when such call was payable up to the
actual date of payment. The joint holders of a share shall be jointly and
severally liable to pay all calls in respect thereof.

         (2)      The Board may, on the issue of shares, differentiate between 
the holders as to the amount of calls to be paid and the times of payment of
such calls.

57.      Forfeiture of shares

         (1)      If any Member fails to pay, on the day appointed for payment
thereof, any call in respect of moneys unpaid on any share allotted to or held
by such Member, the Board may, at any time thereafter during such time as the
call remains unpaid, direct the Secretary or the Assistant Secretary to forward
to such Member a notice in the form, or as near thereto as circumstances admit,
of Form 'A' in the Schedule hereto.

         (2)      If the requirements of such notice are not complied with, any
such share may at any time thereafter before the payment of such call and the
interest due in respect thereof be forfeited by a resolution of the Board to
that effect, and such share shall thereupon become the property of the Company
and may be disposed of as the Board shall determine.

         (3)      A Member whose share or shares have been forfeited as 
aforesaid shall, notwithstanding such forfeiture, be liable to pay to the
Company all calls owing on such share or shares at the time of the forfeiture
and all interest due thereon.


                               REGISTER OF MEMBERS


58.      Register of Members

         (1)      The Board shall cause to be kept in one or more books a 
Register of Members andshall enter therein the following particulars:-

         (a)      the name and address of each Member, the number and, where
                  appropriate, the class of shares held by such Member and the
                  amount paid or agreed to be considered as paid on such shares;

         (b)      the date on which each Person was entered in the Register of
                  Members; and

         (c)      the date on which any Person ceased to be a Member for one
                  year after such Person so ceased.

         (2)      Subject to the provisions of the Act, if the Board considers 
it necessary or appropriate, the Company may establish and maintain a local or
branch register at such location or locations outside Bermuda as the Board
thinks fit and, while the issued share capital of the Company is, with the
consent of the Board, listed on any stock exchange, or quoted on any interdealer
quotation system, the Company shall keep a branch register in any place required
by the rules of such stock exchange or interdealer quotation system.

         (3)      The Board may, in its absolute discretion, at any time and 
from time to time transfer any share upon the principal Register of Members
maintained at the registered office of the Company to any local or branch
register or any share on any local or branch register to the principal Register
of Members or any other local or branch register. Unless the Board otherwise
agrees (which agreement may be on such terms and subject to such conditions as
the Board in its absolute discretion may from time to time stipulate, and which
agreement it shall, without giving any reason therefor, be entitled in its
absolute discretion to give or withhold) no shares on the principal Register of
Members shall be transferred to any local or branch register nor shall shares on
any local or branch register be transferred to the principal Register of Members
or any other local or branch register and all transfers and other documents of
title shall be lodged for registration, and registered, in the case of any
shares on a local or branch register, at such local or branch register, and, in
the case of any shares on the principal Register of Members, at the registered
office of the Company.

59.      Inspection of Register of Members

         The Register of Members shall be open to inspection at the registered
office of the Company on every business day, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours in each
business day be allowed for inspection. The Register of Members may, after
notice has been given by advertisement in an appointed newspaper to that effect,
be closed for any time or times not exceeding in the whole thirty days in each
year.

60.      Determination of record dates

         Notwithstanding any other provision of these Bye-laws, the Board may 
fix any date as the record date for:-

         (a)      determining the Members entitled to receive any dividend or
                  other distribution or allotment of any rights or the Members
                  entitled to exercise any rights in respect of any change,
                  conversion or exchange of shares, or for any other lawful
                  action not expressly addressed in this Bye-law 60;

         (b)      determining the Members entitled to receive notice of and to
                  vote at any general meeting of the Company; and

         (c)      determining the Members entitled to receive notice of and to
                  consent to any action by written resolution without a general
                  meeting of the Company.


                               TRANSFER OF SHARES


61.      Instrument of transfer

         (1)      An instrument of transfer shall be in the usual common form or
any other form which the Board may approve. Such instrument of transfer shall be
signed by or on behalf of the transferor and transferee provided that, in the
case of a fully paid share, the Board may accept the instrument signed by or on
behalf of the transferor alone. The transferor shall be deemed to remain the
holder of such share until the same has been transferred to the transferee in
the Register of Members.

         (2)      The Board may refuse to recognize any instrument of transfer
unless it is accompanied by the certificate in respect of the shares to which it
relates and by such other evidence as the Board may reasonably require to show
the right of the transferor to make the transfer.

62.      Transfer of Shares

         (1)      Subject to the restrictions contained in these Bye-laws as may
be applicable, the Act, such laws or regulations as may govern the transfer of
shares of the Company, including, without limitation, the United States
Securities Act of 1933, as amended, and the United States Securities Exchange
Act of 1934, as amended, or any agreement between any Member and the Company,
any Member may transfer all or any of his shares.

         (2)      The Board may, in its absolute discretion and without 
assigning any reason therefor, decline to register any transfer of any share
which is not a fully-paid share.

         (3)      The Board may refuse to register any transfer if all 
applicable consents, authorisations and permissions of any governmental body or
agency in Bermuda have not been obtained.

         (4)      If the Board refuses to register a transfer of any share the
Secretary or the Assistant Secretary shall, within three months after the date
on which the transfer was lodged with the Company, send to the transferor and
transferee notice of the refusal.

63.      Transfers by joint holders

         The joint holders of any share or shares may transfer such share or
shares to one or more of such joint holders, and the surviving holder or holders
of any share or shares previously held by them jointly with a deceased Member
may transfer any such share to the executors or administrators of such deceased
Member.


                             TRANSMISSION OF SHARES


64.      Representative of deceased Member

         In the case of the death of a Member, the survivor or survivors where
the deceased Member was a joint holder, and the legal personal representative of
the deceased Member where the deceased Member was a sole holder or a joint
holder under a tenancy in which the estate of the deceased holder retains an
interest in the shares, shall be the only Persons recognized by the Company as
having any title to the deceased Member's interest in the shares. Nothing herein
contained shall release the estate of a deceased joint holder from any liability
in respect of any share which had been jointly held by such deceased Member with
other Persons. Subject to the provisions of Section 52 of the Act, for the
purpose of this Bye-law, legal personal representative means the executor or
administrator of a deceased Member or such other Person as the Board may in its
absolute discretion decide as being properly authorised to deal with the shares
of a deceased Member.

65.      Registration on death or bankruptcy

         Any Person becoming entitled to a share in consequence of the death
or bankruptcy of any Member may be registered as a Member upon such evidence as
the Board may deem sufficient or may elect to nominate some Person to be
registered as a transferee of such share, and in such case the Person becoming
entitled shall execute in favour of such nominee an instrument of transfer in
the usual common form or any other form which the Board may approve. On the
presentation thereof to the Company, accompanied by such evidence as the Company
may require to prove the title of the transferor, the transferee shall be
registered as a Member but the Company shall, in either case, have the same
right to decline or suspend registration as it would have had in the case of a
transfer of the share by that Member before such Member's death or bankruptcy,
as the case may be.


                        DIVIDENDS AND OTHER DISTRIBUTIONS


66.      Declaration of dividends by the Board

           The Board may, subject to these Bye-laws and in accordance with
Section 54 of the Act, declare a dividend to be paid to the Members, in
proportion to the number of shares held by them, and such dividend may be paid
in cash or wholly or partly in other assets in which case the Board may fix the
value for distribution of any assets.

67.      Other distributions

         The Board may declare and make such other distributions (in cash or
in other assets) to the Members as may be lawfully made out of the assets of the
Company.

68.      Reserve fund

         The Board may from time to time before declaring a dividend set
aside, out of the surplus or profits of the Company, such sum as it thinks
proper as a reserve fund to be used to meet contingencies or for equalizing
dividends or for any other special purpose.

69.      Deduction of amounts due to the Company

         The Board may deduct from the dividends or distributions payable to
any Member all monies due from such Member to the Company on account of calls or
otherwise.


                                 CAPITALIZATION


70.      Issue of bonus shares

         (1)      The Board may resolve to capitalise any part of the amount for
the time being standing to the credit of any of the Company's share premium or
other reserve accounts or to the credit of the profit and loss account or
otherwise available for distribution by applying such sum in paying up unissued
shares to be allotted as fully paid bonus shares pro rata to the Members.

         (2)      The Company may capitalise any sum standing to the credit of a
reserve account or sums otherwise available for dividend or distribution by
applying such amounts in paying up in full partly paid shares of those Members
who would have been entitled to such sums if they were distributed by way of
dividend or distribution.


                        ACCOUNTS AND FINANCIAL STATEMENTS


71.      Records of account

         (1)      The Board shall cause to be kept proper records of account 
with respect to all transactions of the Company and in particular with respect
to:-

         (a)      all sums of money received and expended by the Company and the
                  matters in respect of which the receipt and expenditure 
                  relates;

         (b)      all sales and purchases of goods by the Company; and

         (c)      the assets and liabilities of the Company.

Such records of account shall be kept at the registered office of the Company
or, subject to Section 83(2) of the Act, at such other place as the Board thinks
fit and shall be available for inspection by the Directors during normal
business hours, PROVIDED THAT if the records of account are kept at some place
outside Bermuda, there shall be kept at an office of the Company in Bermuda such
records as will enable the Directors to ascertain with reasonable accuracy the
financial position of the Company at the end of each three month period. No
Member (other than an Officer or Director of the Company) shall have any right
to inspect any accounting record or book or document of the Company except as
conferred by law or authorised by the Board or the Company in general meeting.

         (2)      No Member (not being a Director) shall be entitled to require
discovery of or any information respecting any detail of the Company's trading
or any matter which is or may be in the nature of a trade secret, mystery of
trade or secret process which may relate to the conduct of the business of the
Company which in the opinion of the Board it will be inexpedient in the
interests of the Members or the Company to communicate to the public.

72.      Financial year end

         The financial year end of the Company may be determined by resolution
of the Board and failing such resolution shall be 30th November in each year.

73.      Financial statements

         Subject to any rights to waive laying of accounts pursuant to Section
88 of the Act, financial statements as required by the Act shall be laid before
the Members in general meeting.


                                      AUDIT


74.      Appointment of Auditor

         Subject to Section 88 of the Act, at the annual general meeting or at
a subsequent special general meeting in each year, an independent representative
of the Members shall be appointed by them as Auditor of the accounts of the
Company. Such Auditor may be a Member but no Director, Officer or employee of
the Company shall, during his or her continuance in office, be eligible to act
as an Auditor of the Company.

75.      Remuneration of Auditor

         The remuneration of the Auditor shall be fixed by the Board or in
such other manner as the Members may determine.

76.      Vacation of office of Auditor

         If the office of Auditor becomes vacant by the resignation or death
of the Auditor, or by the Auditor becoming incapable of acting by reason of
illness or other disability at a time when the Auditor's services are required,
the Board shall, as soon as practicable, convene a special general meeting to
fill the vacancy thereby created.

77.      Access to books of the Company

           The Auditor shall at all reasonable times have access to all books
kept by the Company and to all accounts and vouchers relating thereto, and the
Auditor may call on the Directors or Officers of the Company for any information
in their possession relating to the books or affairs of the Company.

78.      Report of the Auditor

         (1)      Subject to any rights to waive laying of accounts or 
appointment of an Auditor pursuant to Section 88 of the Act, the accounts of the
Company shall be audited at least once in every year.

         (2)      The financial statements provided for by these Bye-laws shall 
be audited by the Auditor in accordance with generally accepted auditing
standards. The Auditor shall make a written report thereon in accordance with
generally accepted auditing standards and the report of the Auditor shall be
submitted to the Members in general meeting.

         (3)      The generally accepted auditing standards referred to in
subparagraph (2) of this Bye-law shall be those of the United States of America
or of Bermuda or of another country or jurisdiction other than Bermuda. If such
standards are not those of Bermuda, the financial statements and the report of
the Auditor must disclose this fact and name such country or jurisdiction.


                                     NOTICES


79.      Notices to Members of the Company

         A notice may be given by the Company to any Member either by
delivering it to such Member in person or by sending it to such Member's address
in the Register of Members or to such other address given by such Member for the
purpose. For the purposes of this Bye-law, a notice may be sent by first class
mail, courier service, cable, telex, telecopier, facsimile or other mode of
representing words in a legible and non-transitory form.

80.      Notices to joint holders

         Any notice required to be given to a Member shall, with respect to
any shares held jointly by two or more Persons, be given to such Persons jointly
in the names and to the address of such Member in the Register of Members.

81.      Service and delivery of notice

         (1)      Any notice shall be deemed to have been served at the time 
when the same is mailed, delivered to the courier or to the cable company or
transmitted by telex, facsimile or other method as the case may be, and, in
proving such service, it shall be sufficient to prove that the notice was
properly addressed and prepaid, if mailed, and the time when it was mailed,
delivered to the courier or to the cable company or transmitted by telex,
facsimile or other method as the case may be.

         (2)      In computing the period of time required in connection with 
any notice given hereunder, the day upon which such notice is given shall be the
first day of such period.


                               SEAL OF THE COMPANY


82.      The seal

         The seal of the Company shall be in such form as the Board may from
time to time determine. The Board may adopt one or more duplicate seals for use
outside Bermuda and may authorise the use of a facsimile seal on certificates
for the Company's shares or other securities.

83.      Manner in which seal is to be affixed

         The seal of the Company shall not be affixed to any instrument except
attested by the signature of a Director and either the Secretary or the
Assistant Secretary, or by the signature of any two Directors, or by the
signature of any one or more other Persons authorised by the Board for the
purpose, provided that any Director, or Officer, may affix the seal of the
Company attested by such Director or Officer's signature only to any
authenticated copies of these Bye-laws, the incorporating documents of the
Company, the minutes of any meetings or any other documents required to be
authenticated by such Director or Officer. Signatures attesting the seal on
certificates for the Company's shares or other securities may be printed thereon
or affixed by mechanical means.


                                   WINDING-UP


84.      Winding-up/distribution by liquidator

         If the Company shall be wound up, the liquidator may, with the
sanction of a resolution of the Members, divide amongst the Members in cash or
in other assets the whole or any part of the assets of the Company (whether they
shall consist of property of the same kind or not) and may, for such purpose,
set such value as he or she deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as between
the Members or different classes of Members. The liquidator may, with the like
sanction, vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the Members as the liquidator shall think fit, but so that no
Member shall be compelled to accept any shares or other securities or assets
whereon there is any liability.


                             ALTERATION OF BYE-LAWS


85.      Alteration of Bye-laws

         No Bye-law shall be rescinded, altered or amended and no new Bye-law
shall be made until the same has been approved by a resolution of the Board and
by a resolution of the Members at meetings of the Board and the Members, as the
case may be, for which the notice of meeting contained notice of such proposed
rescission, alteration, amendment or new Bye-law. Any such rescission,
alteration or amendment or making of a new Bye-law shall be approved as provided
in Bye-law 43.





                         SCHEDULE - FORM A (Bye-law 57)
--------------------------------------------------------------------------------


                       NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL


You have failed to pay the call of [amount of call] made on the .... day of
......, 19.. last, in respect of the [number] share(s) [numbers in figures]
standing in your name in the Register of Members of the Company, on the .... day
of ......., 19.. last, the day appointed for payment of such call. You are
hereby notified that unless you pay such call together with interest thereon at
the rate of ...... per annum computed from the said .... day of ......, 19..
last, on or before the.... day of......, 19.. next at the place of business of
the said Company the share(s) will be liable to be forfeited.


Dated this    day of            , 19...


[Signature of Secretary or Assistant Secretary]

By order of the Board