Bye-Laws - Global Crossing Ltd.


                                B Y E - L A W S
                                       of
                              GLOBAL CROSSING LTD.
                                        


I HEREBY CERTIFY that the within written amended and restated Bye-Laws are a
true copy of the Bye-Laws of GLOBAL CROSSING LTD. as adopted by written
resolution of the Shareholder of the Company on 13 August, 1998 in substitution
of the Bye-laws originally adopted on 18th March, 1998.



                                        Director




                                        
                                  Prepared by
                        Messrs Appleby Spurling & Kempe
                                  Cedar House
                                41 Cedar Avenue
                               Hamilton, Bermuda
                                        

 
BYE-LAW  SUBJECT                                                 PAGE
-------  -------                                                 ----
 
 
90       Directors' Fees and Additional
         Remuneration and Expenses                                 43

91       Directors' Interests                                   43,44

92-94    Powers and Duties of the Board                         44-47

95       Gratuities, Pensions and Insurance                        47

96-99    Delegation of the Board's Powers                       47-49

100-111  Proceedings of the Board                               49-52

112      Officers                                                  53

113-115  Executive Directors                                    53,54

116      Minutes                                                54,55

117-118  Secretary and Resident Representative                     55

119      The Seal                                               55,56

120-126  Dividends and Other Payments                           56-58

127      Reserves                                               58,59

128-129  Capitalisation of Profits                              59,60

130      Record Dates                                              60

131-133  Accounting Records                                     60,61

134      Audit                                                     61

136-137  Service of Notices and Other Documents                    62

138      Destruction of Documents                               62,63

139      Untraced Shareholders                                  63-65

140      Winding Up                                                66

141-145  Indemnity                                              66-68

146      Amalgamation                                              69

147      Continuation                                              69

148      Alteration of Bye-Laws                                 69,70

 
                                B Y E - L A W S
                                       OF
                              GLOBAL CROSSING LTD.

                                 INTERPRETATION
                                        
1.   (1)  In these Bye-Laws unless the context otherwise requires: -

          "AFFILIATES OR AFFILIATES" means any other person directly or
          indirectly controlling, controlled by or under direct or indirect
          common control with any other person.  For purposes of this
          definition, "control" (including, with correlative meanings, the terms
          "controlling" "controlled by" and "under common control with"), as
          used with respect to any person, shall mean the possession, directly
          or indirectly, of the power to direct or cause the direction of the
          management or policies of such person, whether through the ownership
          of voting securities, by agreement or otherwise; provided that
          beneficial ownership of 10% or more of the voting stock of a person
          shall be deemed to be control;

          "BERMUDA" means the Islands of Bermuda;

          "BOARD" means the Board of Directors of the Company or the Directors
          present at a meeting of Directors at which there is a quorum;

          "CIBC" means Global Crossing Ltd., LDC, Canadian Imperial Bank of
          Commerce, CIBC Wood Gundy Capital (SFC) Inc., CIBC WG Argosy Fund 3
          L.P., Co-Investment Merchant Fund LLC, CIBC Capital Partners (Cayman)
          No. 1, any Affiliates of Canadian Imperial Bank of Commerce and all
          Permitted Transferees (as defined in the Stockholders Agreement) of
          each of the foregoing;

 
          "THE CODE" means the United States Internal Revenue Code of 1986, as
          amended from time to time;

          "COMMON SHARES" means all the authorised common shares of par value
          US$0.01 each in the capital of the Company;

          "THE COMPANIES ACTS" means every Bermuda statute from time to time in
          force concerning companies insofar as the same applies to the Company;

          "COMPANY" means the company incorporated in Bermuda under the name of
          Global Crossing Holdings Ltd. (but now named Global Crossing Ltd.) on
          18 March, 1998;

          "CONTINENTAL" means Continental Casualty Company, Continental Casualty
          Company on behalf of its subaccount Designated High Yield, Global
          Crossing Trust 1998 and Global Crossing Partners;

          "CONTROLLED SHARES" in reference to any Shareholder means:

          (i)  all common shares directly, indirectly, or constructively owned
               by such Shareholders within the meaning of Section 958 of the
               Code and the Treasury regulations promulgated thereunder; and

          (ii) all common shares directly or indirectly owned as a result of
               voting power held or shared by any Person or "group" of Persons
               within the meaning of Section 13(d) of the Exchange Act (the
               "13(d) Formula").

          For the purposes of the application of the 13(d) Formula only,
          "Person" means any individual, firm, partnership, company, limited
          liability company, association or other entity or any "group" of
          Persons with respect to the exercise of voting power within the
          meaning of Section 13(d) of the Exchange Act;

          "THE EXCHANGE ACT" means the United States Securities Exchange Act of
          1934 as amended, and the rules and regulations promulgated thereunder;

                                       2

 
          "FAIR MARKET VALUE" means, with respect to a repurchase of any Shares
          in accordance with these Bye-Laws, (i) if such Shares are listed on a
          United States national securities exchange, the average closing sale
          price of such Shares on such exchange, or, if such Shares are listed
          on more than one such exchange, the average closing sale price of the
          Shares on the principal securities exchange on which such Shares are
          then traded, or, if such Shares are not then listed on a United States
          national securities exchange but are traded in the over-the-counter
          market, the average of the latest bid and asked quotations for such
          Shares in such market, in each case for the last five trading days
          immediately preceding the day on which notice of the repurchase of
          such Shares is sent pursuant to these Bye-Laws or (ii) if no such
          closing sales prices or quotations are available because such Shares
          are not publicly traded or otherwise, the fair value of such Shares as
          determined by one independent nationally recognised investment banking
          firm chosen by the Company and reasonably satisfactory to the
          Shareholder whose shares are to be so repurchased by the Company.  The
          calculation of the Fair Market Value of the Shares made by such
          appointed investment banking firm shall be final and the fees and
          expenses stemming from such calculation shall be borne by the Company
          or its assignee, as the case may be.  The Fair Market Value of any
          interest in Shares other than sole, direct ownership shall be
          determined by the Company on the basis of the Fair Market Value of the
          related Shares;

          "GKW" means GKW Unified Holdings, LLC;

          "MR CO." means MR Co. Inc.;

          "OFFICER" means a person appointed by the Board pursuant to Bye-Law
          112 of these Bye-Laws and shall not include an auditor of the Company;

          "PACIFIC CAPITAL" means Pacific Capital Group Inc.;

                                       3

 
          "PAID UP" means paid up or credited as paid up;

          "REGISTER" means the Register of Shareholders of the Company;

          "REGISTERED OFFICE" means the registered office for the time being of
          the Company;

          "REPURCHASE PRICE" means, with respect to any Shares (or interest
          therein), the lesser of (x) the Fair Market Value of such Shares (or
          interest therein) on the date the Company sends the Repurchase Notice
          and (y) the price paid for such Shares (or interest therein) by the
          Shareholder whose Shares (or interest therein) are to be repurchased,
          less, in each case, an amount equal to the amount of all dividends
          received or receivable on, or in respect of, such Shares by such
          Shareholder;

          "RESIDENT REPRESENTATIVE" means the person (or, if permitted in
          accordance with the Companies Acts, the company) appointed to perform
          the duties of resident representative set out in the Companies Acts
          and includes any assistant or deputy Resident Representative appointed
          by the Board to perform any of the duties of the Resident
          Representative;

          "RESOLUTION" means a resolution of the Shareholders or, where
          required, of a separate class or separate classes of Shareholders,
          adopted either in general meeting or by written resolution, in
          accordance with the provisions of these Bye-Laws;

          "SEAL" means the common seal of the Company and includes any duplicate
          thereof;

          "SECRETARY" includes a temporary or assistant or deputy Secretary and
          any person appointed by the Board to perform any of the duties of the
          Secretary;

          "SHARES" means all shares in the capital of the Company whether
          preferred or common;

          "SHAREHOLDER" means a shareholder or member of the Company;

                                       4

 
          "STOCK EXCHANGE" means The Nasdaq National Stock Market, The Bermuda
          Stock Exchange or any other stock exchange on which shares of the
          Company may be listed from time to time;

          "STOCKHOLDER AGREEMENT" means the Stockholders Agreement dated 12
          August, 1998 and entered into among the Company, CIBC, Pacific
          Capital, GKW, Continental, Winnick and MR Co. and the other parties
          thereto;

          "SPECIFIED PLACE" means the place, if any, specified in the notice of
          any meeting of the shareholders, or adjourned meeting of the
          shareholders, at which the chairman of the meeting shall preside;

          "THESE BYE-LAWS" means these Bye-Laws in their present form or as from
          time to time amended;

          "UNITED STATES PERSON" means (i) an individual who is a citizen or
          resident of the United States of America, its territories or
          possessions and all areas subject to its jurisdiction including the
          Commonwealth of Puerto Rico ("United States"), (ii) a corporation or
          partnership created or organised in or under the laws of the United
          States or any political subdivision thereof, (iii) an estate, the
          income of which is subject to United States federal income taxation
          regardless of its source, and (iv) a trust which is subject to the
          supervision of a court within the United States and the control of
          United States Fiduciary as described in Section 7701(a)(30) of the
          Code; and

          "WINNICK" means Gary Winnick.

     (2)  For the purposes of these Bye-Laws a corporation shall be deemed to be
          present in person if its representative duly authorised pursuant to
          the Companies Acts is present.

     (3)  Words importing only the singular number include the plural number and
          vice versa.

     (4)  Words importing only the masculine gender include the feminine and
          neuter genders respectively.

                                       5

 
     (5)  Words importing persons include companies or associations or bodies of
          persons, whether corporate or un-incorporate.

     (6)  Reference to writing shall include typewriting, printing, lithography,
          photography and other modes of representing or reproducing words in a
          legible and non-transitory form.

     (7)  Any words or expressions defined in the Companies Acts in force at the
          date when these Bye-Laws or any part thereof are adopted shall bear
          the same meaning in these Bye-Laws or such part (as the case may be).
     (8)  In these Bye-Laws, (a) powers of delegation shall not be restrictively
          construed but the widest interpretation shall be given thereto, (b)
          the word "Board" in the context of the exercise of any power contained
          in these Bye-Laws includes any committee consisting of one or more
          Directors, any Director holding executive office and any local or
          divisional Board, manager or agent of the Company to which or, as the
          case may be, to whom the power in question has been delegated, (c) no
          power of delegation shall be limited by the existence of any other
          power of delegation, and (d) except where expressly provided by the
          terms of delegation, the delegation of a power shall not exclude the
          concurrent exercise of that power by any other body or person who is
          for the time being authorised to exercise it under these Bye-Laws or
          under another delegation of the powers.

                               REGISTERED OFFICE
                                        
2.   The Registered Office shall be at such place in Bermuda as the Board shall
     from time to time appoint.

                                       6

 
                                  SHARE RIGHTS
                                        
3.        (1)  Subject to any special rights conferred on the holders of any
               share or class of shares, any share in the Company may be issued
               with or have attached thereto such preferred, deferred, qualified
               or other special rights or such restrictions, whether in regard
               to dividends, voting, return of capital or otherwise, as the
               Company may by Resolution determine or, if there has not been any
               such determination or so far as the same shall not make specific
               provision, as the Board may determine.

          (2)  If the Company creates, pursuant to Bye-Law 3(1) or otherwise,
               any new class or series of voting shares, the Company shall
               ""impose voting restrictions on any such new class or series of
               shares as though such class or series of shares were additional
               common shares subject to Bye-Law 63.

4.        (1)  Subject to the Companies Acts, any preference shares may, with
               the sanction of a resolution of the Board, be issued on terms:

               (a)  that they are to be redeemed on the happening of a specified
                    event or on a given date; and/or,

               (b)  that they are liable to be redeemed at the option of the
                    Company; and/or,

               (c)  if authorised by the memorandum/Incorporating Act of the
                    Company, that they are liable to be redeemed at the option
                    of the holder.

               The terms and manner of redemption shall be provided for in such
               resolution of the Board and shall be attached to but shall not
               form part of these Bye-Laws.

          (2)  The Board may, at its discretion and without the sanction of a
               Resolution, authorise the purchase by the Company of its own

                                       7

 
               shares, of any class, at any price (whether at par or above or
               below par), and so that any shares to be so purchased may be
               selected in any manner whatsoever, upon such terms as the Board
               may in its discretion determine; PROVIDED ALWAYS that such
               purchase is effected in accordance with the provisions of the
               Companies Acts.

                             MODIFICATION OF RIGHTS
                                        
5.   Subject to the Companies Acts and except as otherwise set forth in these
     Bye-Laws, all or any of the special rights for the time being attached to
     any class of shares for the time being issued may from time to time
     (whether or not the Company is being wound up) be altered or abrogated with
     the consent in writing of the holders of not less than seventy five percent
     of the issued shares of that class or with the sanction of a resolution
     passed at a separate general meeting of the holders of such shares voting
     in person or by proxy.  To any such separate general meeting, all the
     provisions of these Bye-Laws as to general meetings of the Company shall
     mutatis mutandis apply, but so that the necessary quorum shall be two or
     more persons holding or representing by proxy shares of the relevant class
     representing a majority of the votes that may be cast by all holders of
     shares of that class, that every holder of shares of the relevant class
     shall be entitled on a poll to the number  of votes for every such share
     held by him determined in accordance with Bye-Laws 62 and 63 and that any
     holder of shares of the relevant class present in person or by proxy may
     demand a poll; provided, however, that if the Company or a class of
     Shareholders shall have only one Shareholder, one Shareholder present in
     person or by proxy shall constitute the necessary quorum.

6.   For the purposes of this Bye-Law, unless otherwise expressly provided by
     the rights attached to any shares or class of shares, those rights shall be

                                       8

 
     deemed to be altered by the reduction of the capital paid up on those
     shares otherwise than by a purchase or redemption by the Company of its own
     shares and by the allotment of other shares ranking in priority for payment
     of a dividend or in respect of capital or which confer on the holders
     voting rights more favourable than those conferred by such first mentioned
     shares but shall not otherwise be deemed to be altered by the creation or
     issue of further shares ranking pari passu therewith or by the purchase or
     redemption by the Company of any of its own shares.

                                     SHARES
                                        
7.   Subject to the provisions of these Bye-Laws, the unissued shares of the
     Company (whether forming part of the original capital or any increased
     capital) shall be at the disposal of the Board, which may offer, allot,
     grant options over or otherwise dispose of them to such persons, at such
     times and for such consideration and upon such terms and conditions as the
     Board may determine.

8.   The Board may in connection with the issue of any shares exercise all
     powers of paying commission and brokerage conferred or permitted by law.
     Subject to the provisions of the Companies Acts, any such commission or
     brokerage may be satisfied by the payment of cash or by the allotment of
     fully or partly paid shares or partly in one way and partly in the other.

9.   Except as ordered by a court of competent jurisdiction or as required by
     law or as specifically provided in these Bye-Laws, no person shall be
     recognised by the Company as holding any share upon trust and the Company
     shall not be bound by or required in any way to recognise (even when having
     notice thereof) any equitable, contingent, future or partial interest in
     any share or any interest in any fractional part of a share or (except only
     as otherwise

                                       9

 
     provided in these Bye-Laws, or by law) any other right in respect of any
     share except an absolute right to the entirety thereof in the registered
     holder.

                                  CERTIFICATES
                                        
10.  The preparation, issue and delivery of certificates shall be governed by
     the Companies Acts.  In the case of a share held jointly by several
     persons, delivery of a certificate to one of several joint holders shall be
     sufficient delivery to all.

11.  If a share certificate is defaced, lost or destroyed it may be replaced
     without fee but on such terms (if any) as to evidence and indemnity and to
     payment of the costs and out of pocket expenses of the Company in
     investigating such evidence and preparing such indemnity as the Board may
     think fit and, in case of defacement, on delivery of the old certificate to
     the Company.

12.  All certificates for share or loan capital or other securities of the
     Company (other than letters of allotment, scrip certificates and other like
     documents) shall, except to the extent that the terms and conditions for
     the time being relating thereto otherwise provide, be issued under the
     Seal. The Board may by resolution determine, either generally or in any
     particular case, that any signatures on any such certificates need not be
     autographic but may be affixed to such certificates by some mechanical
     means or may be printed thereon or that such certificates need not be
     signed by any persons, or may determine that a representation of the Seal
     may be printed on any such certificates.

13.  Nothing in these Bye-Laws shall prevent title to any securities of the
     Company from being evidenced and/or transferred without a written
     instrument in accordance with regulations made from time to time in this

                                       10

 
     regard under the Companies Acts, and the Board shall have power to
     implement any arrangements which it may think fit for such evidencing
     and/or transfer which accord with those regulations.

                                      LIEN
                                        
14.  The Company shall have a first and paramount lien on every share (not being
     a fully paid share) for all monies, whether presently payable or not,
     called or payable, at a date fixed by or in accordance with the terms of
     issue of such share in respect of such share. The Company's lien on a share
     shall extend to all dividends payable thereon.  The Board may at any time,
     either generally or in any particular case, waive any lien that has arisen
     or declare any share to be wholly or in part exempt from the provisions of
     this Bye-Law.

15.  The Company may sell, in such manner as the Board may think fit, any share
     on which the Company has a lien but no sale shall be made unless some sum
     in respect of which the lien exists is presently payable nor until the
     expiration of 14 days after a notice in writing, stating and demanding
     payment of the sum presently payable and giving notice of the intention to
     sell in default of such payment, has been served on the holder for the time
     being of the share.

16.  The net proceeds of sale by the Company of any shares on which it has a
     lien shall be applied in or towards payment or discharge of the debt or
     liability in respect of which the lien exists so far as the same is
     presently payable, and any residue shall (subject to a like lien for debts
     or liabilities not presently payable as existed upon the share prior to the
     sale) be paid to the person who was the holder of the share immediately
     before such sale. For giving effect to any such sale the Board may
     authorise some person to transfer the share

                                       11

 
     sold to the purchaser thereof. The purchaser shall be registered as the
     holder of the share and he shall not be bound to see to the application of
     the purchase money, nor shall his title to the share be affected by any
     irregularity or invalidity in the proceedings relating to the sale.

17.  Whenever any law for the time being of any country, state or place imposes
     or purports to impose any immediate or future or possible liability upon
     the Company to make any payment or empowers any government or taxing
     authority or government official to require the Company to make any payment
     in respect of any shares registered in any of the Company's registers as
     held either jointly or solely by any Shareholder or in respect of any
     dividends, bonuses or other monies due or payable or accruing due or which
     may become due or payable to such Shareholder by the Company on or in
     respect of any shares registered as aforesaid or for or on account or in
     respect of any Shareholder and whether in consequence of:-

          (a)  the death of such Shareholder;

          (b)  the non-payment of any income tax or other tax by such
               Shareholder;

          (c)  the non-payment of any estate, probate, succession, death, stamp,
               or other duty by the executor or administrator of such
               Shareholder or by or out of his estate;

          (d)  any other act or thing;

     in every such case (except to the extent that the rights conferred upon
     holders of any class of shares render the Company liable to make additional
     payments in respect of sums withheld on account of the foregoing):-

(i)  the Company shall be fully indemnified by such Shareholder or his executor
     or administrator from all liability;

                                       12

 
 (ii)  the Company shall have a lien upon all dividends and other monies payable
       in respect of the shares registered in any of the Company's registers as
       held either jointly or solely by such Shareholder for all monies paid or
       payable by the Company in respect of such shares or in respect of any
       dividends or other monies as aforesaid thereon or for or on account or in
       respect of such Shareholder under or in consequence of any such law
       together with interest at the rate of fifteen percent per annum thereon
       from the date of payment to date of repayment and may deduct or set off
       against such dividends or other monies payable as aforesaid any monies
       paid or payable by the Company as aforesaid together with interest as
       aforesaid;

(iii)  the Company may recover as a debt due from such Shareholder or his
       executor or administrator wherever constituted any monies paid by the
       Company under or in consequence of any such law and interest thereon at
       the rate and for the period aforesaid in excess of any dividends or other
       monies as aforesaid then due or payable by the Company; and

(iv)   the Company may if any such money is paid or payable by it under any such
       law as aforesaid refuse to register a transfer of any shares by any such
       Shareholder or his executor or administrator until such money and
       interest as aforesaid is set off or deducted as aforesaid or in case the
       same exceeds the amount of any such dividends or other monies as
       aforesaid then due or payable by the Company until such excess is paid to
       the Company.

     Subject to the rights conferred upon the holders of any class of shares,
     nothing herein contained shall prejudice or affect any right or remedy
     which any law may confer or purport to confer on the Company and as between
     the Company and every such Shareholder as aforesaid, his executor,
     administrator and estate wheresoever constituted or situate, any right or

                                       13

 
     remedy which such law shall confer or purport to confer on the Company
     shall be enforceable by the Company.

                                CALLS ON SHARES
                                        
18.  The Board may from time to time make calls upon the Shareholders in respect
     of any monies unpaid on their shares (whether on account of the par value
     of the shares or by way of premium) and not by the terms of issue thereof
     made payable at a date fixed by or in accordance with such terms of issue,
     and each Shareholder shall (subject to the Company serving upon him at
     least fourteen days notice specifying the time or times and place of
     payment) pay to the Company at the time or times and place so specified the
     amount called on his shares.  A call may be revoked or postponed as the
     Board may determine.

19.  A call may be made payable by instalments and shall be deemed to have been
     made at the time when the resolution of the Board authorising the call was
     passed.

20.  The joint holders of a share shall be jointly and severally liable to pay
     all calls in respect thereof.

21.  If a sum called in respect of the share shall not be paid before or on the
     day appointed for payment thereof the person from whom the sum is due shall
     pay interest on the sum from the day appointed for the payment thereof to
     the time of actual payment at such rate as the Board may determine, but the
     Board shall be at liberty to waive payment of such interest wholly or in
     part.

22.  Any sum which, by the terms of issue of a share, becomes payable on
     allotment or at any date fixed by or in accordance with such terms of
     issue, 

                                       14

 
     whether on account of the nominal amount of the share or by way of premium,
     shall for all the purposes of these Bye-Laws be deemed to be a call duly
     made, notified and payable on the date on which, by the terms of issue, the
     same becomes payable and, in case of non-payment, all the relevant
     provisions of these Bye-Laws as to payment of interest, forfeiture or
     otherwise shall apply as if such sum had become payable by virtue of a call
     duly made and notified.

23.  The Board may on the issue of shares differentiate between the allottees or
     holders as to the amount of calls to be paid and the times of payment.

                              FORFEITURE OF SHARES
                                        
24.  If a Shareholder fails to pay any call or instalment of a call on the day
     appointed for payment thereof, the Board may at any time thereafter during
     such time as any part of such call or instalment remains unpaid serve a
     notice on him requiring payment of so much of the call or instalment as is
     unpaid, together with any interest which may have accrued.

25.  The notice shall name a further day (not being less than 14 days from the
     date of the notice) on or before which, and the place where, the payment
     required by the notice is to be made and shall state that, in the event of
     non-payment on or before the day and at the place appointed, the shares in
     respect of which such call is made or instalment is payable will be liable
     to be forfeited. The Board may accept the surrender of any share liable to
     be forfeited hereunder and, in such case, references in these Bye-Laws to
     forfeiture shall include surrender.

26.  If the requirements of any such notice as aforesaid are not complied with,
     any share in respect of which such notice has been given may at any time

                                       15

 
     thereafter, before payment of all calls or instalments and interest due in
     respect thereof has been made, be forfeited by a resolution of the Board to
     that effect.  Such forfeiture shall include all dividends declared in
     respect of the forfeited shares and not actually paid before the
     forfeiture.

27.  When any share has been forfeited, notice of the forfeiture shall be served
     upon the person who was before forfeiture the holder of the share; but no
     forfeiture shall be in any manner invalidated by any omission or neglect to
     give such notice as aforesaid.

28.  A forfeited share shall be deemed to be the property of the Company and may
     be sold, re-offered or otherwise disposed of either to the person who was,
     before forfeiture, the holder thereof or entitled thereto or to any other
     person upon such terms and in such manner as the Board shall think fit, and
     at any time before a sale, re-allotment or disposition the forfeiture may
     be cancelled on such terms as the Board may think fit.

29.  A person whose shares have been forfeited shall thereupon cease to be a
     Shareholder in respect of the forfeited shares but shall, notwithstanding
     the forfeiture, remain liable to pay to the Company all monies which at the
     date of forfeiture were presently payable by him to the Company in respect
     of the shares with interest thereon at such rate as the Board may determine
     from the date of forfeiture until payment, and the Company may enforce
     payment without being under any obligation to make any allowance for the
     value of the shares forfeited.

30.  An affidavit in writing that the deponent is a Director of the Company or
     the Secretary and that a share has been duly forfeited on the date stated
     in the affidavit shall be conclusive evidence of the facts therein stated
     as against all persons claiming to be entitled to the share.  The Company
     may receive the 

                                       16

 
     consideration (if any) given for the share on the sale, re-allotment or
     disposition thereof and the Board may authorise some person to transfer the
     share to the person to whom the same is sold, re-allotted or disposed of,
     and he shall thereupon be registered as the holder of the share and shall
     not be bound to see to the application of the purchase money (if any) nor
     shall his title to the share be affected by any irregularity or invalidity
     in the proceedings relating to the forfeiture, sale, re-allotment or
     disposal of the share.

                            REGISTER OF SHAREHOLDERS
                                        
31.  The Company shall establish and maintain the Register in the manner
     prescribed by the Companies Acts. Unless the Board otherwise determines,
     the Register shall be open to inspection in the manner prescribed by the
     Companies Acts between 9.00 a.m. and 5.00 p.m. in Bermuda, on every working
     day. Unless the Board so determines, no Shareholder or intending
     Shareholder shall be entitled to have entered in the Register any
     indication of any trust or any equitable, contingent, future or partial
     interest in any share or any interest in any fractional part of a share and
     if any such entry exists or is permitted by the Board it shall not be
     deemed to abrogate any of the provisions of Bye-Law 9.

32.  Subject to the provisions of the Companies Acts, the Company may keep one
     or more overseas or branch registers in any place, and the Board may make,
     amend and revoke any such regulations as it may think fit respecting the
     keeping of such registers.

                                       17

 
                       REGISTER OF DIRECTORS AND OFFICERS
                                        
33.  The Company shall establish and maintain a register of the Directors and
     Officers of the Company as required by the Companies Acts.  The register of
     Directors and Officers shall be open to inspection in the manner prescribed
     by the Companies Acts between 9:00 a.m. and 5:00 p.m. in Bermuda on every
     working day.

                               TRANSFER OF SHARES
                                        
34.  (1)  Subject to the Companies Acts, to the provisions of Bye-Laws 34(2) and
          34(3) and to such of the restrictions contained in these Bye-Laws as
          may be applicable, any Shareholder may transfer all or any of his
          shares by an instrument of transfer in the usual common form or in any
          other form which the Board may approve.

     (2)  Any transfer of shares (or any interest therein) that results in (i)
          any Shareholder (regardless of whether such Shareholder is a natural
          person) (other than Pacific Capital, GKW, CIBC, Continental or MR Co.,
          or their Affiliates or, solely upon a foreclosure on the Shares
          constituting collateral for a loan, any bona fide third party lender
          to any of them) beneficially owning (within the provisions of Section
          13(d) of the Exchange Act), directly or indirectly, Controlled Shares
          in excess of the Maximum Percentage of the outstanding common shares
          of the Company, or (ii) in the case of any Shareholder who is a
          natural person, any such Shareholder beneficially owning, directly,
          indirectly or constructively (within the meaning of Section 544 of the
          Code and Treasury Regulations promulgated thereunder) common shares in
          excess of the maximum percentage of the outstanding common shares of
          the Company, in either case without the approval of a majority of the
          members of the Board and Shareholders holding 

                                       18

 
          75% of the votes that may be cast by all holders of common shares of
          the Company shall not be registered in the share register of the
          Company and shall be void and of no effect.

     (3)  The restrictions on transfer authorised or imposed by these Bye-Laws
          shall not be imposed in any circumstances in a way that would
          interfere with the settlement of trades or transactions entered into
          through the facilities of a Stock Exchange; provided, however, that
          the Company may decline to register transfers in accordance with these
          Bye-Laws and resolutions of the Board after a settlement has taken
          place.

     (4)  For the purposes of this Bye-Law 34, "Maximum Percentage" means (x) in
          the case of a natural person, 5% measured by vote or value, and (y) in
          the case of any Shareholder (other than a natural person) or any group
          (as used in Section 13(d) of the Exchange Act), 9.5% measured by vote
          or value.

     (5)  Subject to Section 42(A) of the Companies Act 1981, upon the
          occurrence of any transfer or purported transfer of Shares (or any
          interest therein) in violation of Bye-Law 34(2), the Company will have
          the option, but not the obligation, to repurchase from the transferee
          all or part of such Shares (or interest therein) for immediately
          available funds in an amount equal to the Repurchase Price; provided
          that the Board will use its best efforts to exercise this option
          equally among similarly situated Shareholders (to the extent possible
          under the circumstances). The Company may assign its repurchase right
          to a third party or parties including the other Shareholders, with the
          consent of such assignee. Each Shareholder shall be bound by the
          determination by the Company to repurchase or assign its right to
          repurchase such Shares (or interest therein) and, if so required by
          the Company shall sell the number of Shares (or interest therein) that
          the Company requires to sell.

                                       19

 
     (6)  In the event that the Company or its assignee(s) determines to
          repurchase any such shares (or interest therein), the Company shall
          provide each Shareholder concerned with written notice of such
          determination ("Repurchase Notice") at least seven (7) calendar days
          prior to such repurchase or such shorter period as each such
          Shareholder may authorise, specifying the date on which any such
          Shares (or interest therein) are to be repurchased and the Repurchase
          Price.  The Company may revoke the Repurchase Notice at any time
          before it (or its assignee) pays for the Shares (or interest therein).
          Neither the Company nor its assignee(s) shall be obliged to give
          general notice to the Shareholders of any intention to purchase or the
          conclusion of any purchase of Shares (or interest therein).  Payment
          of the Repurchase Price by the Company of its assignee(s) shall be by
          wire transfer and made at a closing to be held no less than seven (7)
          calendar days after receipt of the Repurchase Notice by the
          Shareholder.

35.  The instrument of transfer of a share shall be signed by or on behalf of
     the transferor and where any share is not fully-paid, the transferee and
     the transferor shall be deemed to remain the holder of the share until the
     name of the transferee is entered in the Register in respect thereof.  All
     instruments of transfer when registered may be retained by the Company.
     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.  The Board may also decline to register any transfer
     unless:-

     (1)  the instrument of transfer is duly stamped and lodged with the
          Company, at such place as the Board shall appoint for the purpose,
          accompanied by the certificate for the shares (if any has been issued)
          to which it relates, and such other evidence as the Board may

                                       20

 
          reasonably require to show the right of the transferor to make the
          transfer;

     (2)  the instrument of transfer is in respect of only one class of share;
          and

     (3)  all applicable consents, authorisations, permissions or approvals of
          any governmental body or agency in Bermuda, the United States or any
          other applicable jurisdiction required to be obtained prior to such
          transfer shall have been obtained.

     Subject to any directions of the Board from time to time in force, the
     Secretary may exercise the powers and discretions of the Board under this
     Bye-Law and Bye-Law 36.

36.  If the Board declines to register a transfer it shall, within ten (10) days
     after the date on which the instrument of transfer was lodged, send to the
     transferor and the transferee notice of such refusal.

37.  A fee may be charged by the Company for registering any transfer, probate,
     letters of administration, certificate of death or marriage, power of
     attorney, distringas or stop notice, order of court or other instrument
     relating to or affecting the title to any share, or otherwise making an
     entry in the Register relating to any share.

                             TRANSMISSION OF SHARES
                                        
38.  In the case of the death of a Shareholder, the survivor or survivors, where
     the deceased was a joint holder, and the estate representative, where he
     was sole holder, shall be the only person recognised by the Company as
     having any title to his shares; but nothing herein contained shall release
     the estate of a deceased holder (whether the sole or joint) from any
     liability in respect of any share held by him solely or jointly with other
     persons. For the purpose of this Bye-Law, estate representative means the
     person to whom probate or

                                       21

 
     letters of administration has or have been granted in Bermuda or, failing
     any such person, such other person as the Board may in its absolute
     discretion determine to be the person recognised by the Company for the
     purpose of this Bye-Law.

39.  Any person becoming entitled to a share in consequence of the death of a
     Shareholder or otherwise by operation of applicable law may, subject to
     Bye-Laws 34 and 35, and subject as hereafter provided and upon such
     evidence being produced as may from time to time be required by the Board
     as to his entitlement, either be registered himself as the holder of the
     share or elect to have some person nominated by him registered as the
     transferee thereof.  If the person so becoming entitled elects to be
     registered himself, he shall deliver or send to the Company a notice in
     writing signed by him stating that he so elects.  If he shall elect to have
     his nominee registered, he shall signify his election by signing an
     instrument of transfer of such share in favour of his nominee.  All the
     limitations, restrictions and provisions of these Bye-Laws relating to the
     right to transfer and the registration of transfer of shares shall be
     applicable to any such notice or instrument of transfer as aforesaid as if
     the death of the Shareholder or other event giving rise to the transmission
     had not occurred and the notice or instrument of transfer was an instrument
     of transfer signed by such Shareholder.

40.  A person becoming entitled to a share in consequence of the death of a
     Shareholder or otherwise by operation of applicable law shall (upon such
     evidence being produced as may from time to time be required by the Board
     as to his entitlement) be entitled to receive and may give a discharge for
     any dividends or other monies payable in respect of the share, but he shall
     not be entitled in respect of the share to receive notices of or to attend
     or vote at general meetings of the Company or, save as aforesaid, to
     exercise in respect of the share any of the rights or privileges of a
     Shareholder until he shall

                                       22

 
     have become registered as the holder thereof. The Board may at any time
     give notice requiring such person to elect either to be registered himself
     or to transfer the share and, if the notice is not complied with within
     sixty days, the Board may thereafter withhold payment of all dividends and
     other monies payable in respect of the shares until the requirements of the
     notice have been complied with.

41.  Subject to any directions of the Board from time to time in force, the
     Secretary may exercise the powers and discretions of the Board under Bye-
     Laws 38, 39 and 40.

                              INCREASE OF CAPITAL
                                        
42.  The Company may from time to time increase its capital by such sum to be
     divided into shares of such par value as the Company by Resolution shall
     prescribe.

43.  The Company may, by the Resolution increasing the capital, direct that the
     new shares or any of them shall be offered in the first instance either at
     par or at a premium or (subject to the provisions of the Companies Acts) at
     a discount to all the holders for the time being of shares of any class or
     classes in proportion to the number of such shares held by them
     respectively or make any other provision as to the issue of the new shares.

44.  Except as otherwise determined by the Company (but subject always to Bye-
     Law 3(2)), the new shares shall be subject to all the provisions of these
     Bye-Laws with reference to lien, the payment of calls, forfeiture,
     transfer, transmission and otherwise.

                                       23

 
                             ALTERATION OF CAPITAL
                                        
45.  The Company may from time to time by Resolution:-

     (1)  divide its shares into several classes and attach thereto respectively
          any preferential, deferred, qualified or special rights, privileges or
          conditions;

     (2)  consolidate and divide all or any of its share capital into shares of
          larger par value than its existing shares;

     (3)  sub-divide its shares or any of them into shares of smaller par value
          than is fixed by its memorandum, so, however, that in the sub-division
          the proportion between the amount paid and the amount, if any, unpaid
          on each reduced share shall be the same as it was in the case of the
          share from which the reduced share is derived;

     (4)  make provision for the issue and allotment of shares which do not
          carry any voting rights;

     (5)  cancel shares which, at the date of the passing of the resolution in
          that behalf, have not been taken or agreed to be taken by any person,
          and diminish the amount of its share capital by the amount of the
          shares so cancelled; and

     (6)  change the currency denomination of its share  capital.

     Where any difficulty arises in regard to any division, consolidation, or
     sub-division under this Bye-Law, the Board may settle the same as it thinks
     expedient and, in particular, may arrange for the sale of the shares
     representing fractions and the distribution of the net proceeds of sale in
     due proportion amongst the Shareholders who would have been entitled to the
     fractions, and for this purpose the Board may authorise some person to
     transfer the shares representing fractions to the purchaser thereof, who
     shall not be bound to see to the application of the purchase money nor
     shall his 

                                       24

 
     title to the shares be affected by any irregularity or invalidity in the
     proceedings relating to the sale.

46.  Subject to the Companies Acts and to any confirmation or consent required
     by law or these Bye-Laws, the Company may by Resolution from time to time
     convert any preference shares into redeemable preference shares.

                              REDUCTION OF CAPITAL
                                        
47.  Subject to the Companies Acts, its memorandum and any confirmation or
     consent required by law or these Bye-Laws, the Company may from time to
     time by Resolution authorise the reduction of its issued share capital or
     any share premium or contributed surplus account in any manner.

48.  In relation to any such reduction, the Company may by Resolution determine
     the terms upon which such reduction is to be effected including in the case
     of a reduction of part only of a class of shares, those shares to be
     affected.

                    GENERAL MEETINGS AND WRITTEN RESOLUTIONS
                                        
49.  (1)  The Board shall convene and the Company shall hold general meetings as
          Annual General Meetings in accordance with the requirements of the
          Companies Acts at such times and places as the Board shall appoint.
          The Board may, whenever it thinks fit, and shall, when requisitioned
          by shareholders pursuant to the provisions of the Companies Acts,
          convene general meetings other than Annual General Meetings which
          shall be called Special General Meetings.

     (2)  Except in the case of the removal of auditors and Directors, anything
          which may be done by resolution of the Company in general meeting or
          by resolution of a meeting of any class of the Shareholders of the

                                       25

 
          Company may, without a meeting and without any previous notice being
          required, be done by resolution in writing, signed by all of the
          Shareholders or their proxies, or in the case of a Shareholder that is
          a corporation (whether or not a company within the meaning of the
          Companies Acts) on behalf of such Shareholder, being all of the
          Shareholders of the Company who at the date of the resolution in
          writing would be entitled to attend a meeting and vote on the
          resolution.  Such resolution in writing may be signed by, or in the
          case of a Shareholder that is a corporation (whether or not a company
          within the meaning of the Companies Acts), on behalf of, all the
          Shareholders of the Company, 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 in
          writing is the date when the resolution is signed by, or in the case
          of a Shareholder that is a corporation (whether or not a company
          within the meaning of the Companies Acts), on behalf of, the last
          Shareholder to sign and any reference in any enactment to the date of
          passing of a resolution is, in relation to a resolution in writing
          made in accordance with this section, 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,
          if applicable, by a meeting of the relevant class of Shareholders of
          the Company, as the case may be.  A resolution in writing made in
          accordance with this section shall constitute minutes for the purposes
          of the Companies Acts and these Bye-Laws.

                           NOTICE OF GENERAL MEETINGS
                                        
50.  An Annual General Meeting shall be called by not less than 30 days notice
     in writing and a Special General Meeting shall be called by not less than

                                       26

 
     30 days notice in writing.  The notice shall be exclusive of the day on
     which it is served or deemed to be served and of the day for which it is
     given, and shall specify the place, day and time of the meeting, and, the
     nature of the business to be considered.  Notice of every general meeting
     shall be given in any manner permitted by Bye-Laws 135 and 136 to all
     Shareholders other than such as, under the provisions of these Bye-Laws or
     the terms of issue of the shares they hold, are not entitled to receive
     such notice from the Company and to each Director, and to any Resident
     Representative who or which has delivered a written notice upon the
     Registered Office requiring that such notice be sent to him or it.

51.  The accidental omission to give notice of a meeting or (in cases where
     instruments of proxy are sent out with the notice) the accidental omission
     to send such instrument of proxy to, or the non-receipt of notice of a
     meeting or such instrument of proxy by, any person entitled to receive such
     notice shall not invalidate the proceedings at that meeting.

52.  A Shareholder present, either in person or by proxy, at any meeting of the
     Company or of the holders of any class of shares in the Company shall be
     deemed to have received notice of the meeting and, where requisite, of the
     purposes for which it was called.

                    GENERAL MEETINGS AT MORE THAN ONE PLACE
                                        
53.  (1)  The provisions of this Bye-Law shall apply if any general meeting is
          convened at or adjourned to more than one place.

     (2)  The notice of any meeting or adjourned meeting may specify the
          Specified Place and the Board shall make arrangements for simultaneous
          attendance and participation at other places (whether adjoining the
          Specified Place or in a different and separate place or

                                       27

 
          places altogether or otherwise) by Shareholders, provided that persons
          attending at any particular place shall be able to see and hear and be
          seen and heard (whether by audio visual links or otherwise howsoever
          enabling the same) by persons attending at the other places at which
          the meeting is convened.

     (3)  The Board may from time to time make such arrangements for the purpose
          of controlling the level of attendance at any such place (whether
          involving the issue of tickets or the imposition of some means of
          selection or otherwise) as they shall in their absolute discretion
          consider appropriate, and may from time to time vary any such
          arrangements or make new arrangements in place of them, provided that
          a Shareholder who is not entitled to attend, in person or by proxy, at
          any particular place shall be entitled so to attend at one of the
          other places; and the entitlement of any Shareholder so to attend the
          meeting or adjourned meeting at such place shall be subject to any
          such arrangements as may be for the time being in force and by the
          notice of meeting or adjourned meeting stated to apply to the meeting.

     (4)  For the purposes of all other provisions of these Bye-Laws any such
          meeting shall be treated as being held at the Specified Place.

     (5)  If a meeting is adjourned to more than one place, notice of the
          adjourned meeting shall be given notwithstanding any other provision
          of these Bye-Laws.

                        PROCEEDINGS AT GENERAL MEETINGS
                                        
54.  No business shall be transacted at any general meeting unless a quorum is
     present when the meeting proceeds to business, but the absence of a quorum
     shall not preclude the appointment, choice or election of a chairman which
     shall not be treated as part of the business of the meeting.  Save as
     otherwise 

                                       28

 
     provided by these Bye-Laws, at least two Shareholders present in person or
     by proxy and entitled to vote and holding shares representing more than 50%
     of the votes that may be cast by all holders of shares shall be a quorum
     for all purposes; provided, however, that if the Company or a class of
     Shareholders shall have only one Shareholder, one Shareholder present in
     person or by proxy shall constitute the necessary quorum.

55.  If within five minutes (or such longer time as the chairman of the meeting
     may determine to wait) after the time appointed for the meeting, a quorum
     is not present, the meeting, if convened on the requisition of
     Shareholders, shall be dissolved.  In any other case, it shall stand
     adjourned to such other day and such other time and place as the chairman
     of the meeting may determine and at such adjourned meeting two Shareholders
     present in person or by proxy and entitled to vote and holding shares
     representing more than 50% of the votes that may be cast by all holders of
     shares shall be a quorum, provided that if the Company or a class of
     Shareholders shall have only one Shareholder, one Shareholder present in
     person or by proxy shall constitute the necessary quorum.  The Company
     shall give not less than 7 days notice of any meeting adjourned through
     want of a quorum and such notice shall state that the sole Shareholder or,
     if more than one, two Shareholders present in person or by proxy and
     entitled to vote and holding shares representing more than 50% of the votes
     that may be cast by all holders of shares shall be a quorum. If at the
     adjourned meeting a quorum is not present within fifteen minutes after the
     time appointed for holding the meeting, the meeting shall be dissolved.

56.  A meeting of the Shareholders or any class thereof may be held by means of
     such telephone, electronic or other communication facilities as permit all
     persons participating in the meeting to communicate with each other

                                       29

 
     simultaneously and instantaneously and participation in such a meeting
     shall constitute presence in person at such meeting.

57.  The Resident Representative, if any, upon giving the notice referred to in
     Bye-Law 50 above, shall be entitled to attend any general meeting of the
     Company and each Director shall be entitled to attend and speak at any
     general meeting of the Company.

58.  The Chairman or Co-Chairman (if any) of the Board or, in their absence, the
     President or Chief Executive Officer shall preside as chairman at every
     general meeting.  If there is no such Chairman or Co-Chairman or President
     or Chief Executive Officer, or if at any meeting none of the Chairman, Co-
     Chairman, Chief Executive Officer or President is present within five
     minutes after the time appointed for holding the meeting, or if neither of
     them is willing to act as chairman, the Directors present shall choose one
     of their number to act or if one Director only is present he shall preside
     as chairman if willing to act.  If no Director is present, or if each of
     the Directors present declines to take the chair, the persons present and
     entitled to vote on a poll shall elect one of their number to be chairman.

59.  The chairman of the meeting may, with the consent of any meeting at which a
     quorum is present (and shall if so directed by the meeting), adjourn the
     meeting from time to time and from place to place but no business shall be
     transacted at any adjourned meeting except business which might lawfully
     have been transacted at the meeting from which the adjournment took place.
     In addition, the chairman may adjourn the meeting to another time and place
     without such consent if it appears to him that it is likely to be
     impracticable to hold or continue that meeting because of the number of
     members wishing to attend who are not present.  When a meeting is adjourned
     for three 

                                       30

 
     months or more or for an indefinite period, at least seven clear days'
     notice shall be given of the adjourned meeting as in the case of an
     original meeting.

60.  Save as expressly provided by these Bye-Laws, it shall not be necessary to
     give any notice of an adjournment or of the business to be transacted at an
     adjourned meeting.

                                     VOTING
                                        
61.  If an amendment shall be proposed to any resolution under consideration but
     shall in good faith be ruled out of order by the chairman of the meeting,
     the proceedings on the substantive resolution shall not be invalidated by
     any error in such ruling.  With the consent of the chairman of the meeting,
     an amendment may be withdrawn by its proposer before it is voted upon.

62.  Save where a greater percentage is required by the Companies Acts or these
     Bye-Laws, any question proposed for consideration at any general meeting
     shall be decided on by a simple majority of votes that may be cast by all
     holders of shares.

63.  (1)  Subject to Bye-Law 63(2) and to any rights or restrictions attached to
          any class of shares, at any meeting of the Company, each Shareholder
          present in person shall be entitled to one vote on any question to be
          decided on a show of hands and each Shareholder present in person or
          by proxy shall be entitled on a poll to one vote for each share held
          by him.

     (2)  In the case of a Shareholder who is an Over-the-Threshold Shareholder
          as defined below, each issued common share constituting a part of the
          Controlled Shares of such Shareholder held by such Shareholder shall
          confer only a fraction of a vote according 

                                       31

 
          to the following formula (the "Cut-back Formula"): AV multiplied by
          the applicable Maximum Vote (rounded down to the nearest whole number)
          divided by CS.
 
          Where:    "AV" is the aggregate number of votes conferred by all the
                    issued and outstanding common shares

                    "CS" is the number of Controlled Shares of such Shareholder.

          In determining the votes allocable to common shares beneficially owned
          by CIBC, the preceding formula shall be applied to all of the common
          shares beneficially owned by persons constituting a part of CIBC, in
          the aggregate.  In determining the votes allocable to common shares
          beneficially owned by any member of a group (within the meaning of
          Section 13(d) of the Exchange Act), the preceding formula shall be
          applied to all of the common shares beneficially owned by persons
          constituting a part of the group, in the aggregate.

          Any person (a "Related Holder") who owns Controlled Shares which are
          deemed to be owned directly, indirectly or constructively (within the
          meaning of Section 958 of the Code and the Treasury Regulations
          promulgated thereunder) by one or more Over-the-Threshold Shareholders
          shall have the vote allocable to such Controlled Shares held by the
          Related Holder reduced, in a manner consistent with this Bye-Law
          63(2), so as to prevent the Over-the Threshold Shareholders from
          having voting power greater than the Maximum Vote applicable to such
          Over-the Threshold Shareholders.

                                       32

 
          A number of votes equal to the excess (the "Re-allocable Votes") of
          (i) the number of votes that could have been cast by the Controlled
          Shares held by all Over-the-Threshold Shareholders if the Cut-back
          Formula were not applicable over (ii) the number of votes that may be
          cast by such Controlled Shares after application of the Cut-back
          Formula shall be reallocated among the common shares that are not
          included in such Controlled Shares and that are not held by other
          Over-the-Threshold Shareholders in accordance with the following
          formula (the "Reallocation Formula"):

                                 RV

                            ------------ 

                               AV-ACS

          Where:    "RV" is the Re-allocable Votes

                    "AV" is used in the manner defined in the Cut-back Formula

                    "ACS" is the aggregate number of Controlled Shares of all
                    Over-the-Threshold Shareholders

          If the application of the Reallocation Formula causes any Shareholder
          to become an Over-the-Threshold Shareholder, the Cut-back Formula
          shall be applied to such Shareholder's controlled Shares (taking into
          account the additional votes of such shares after the application of
          the Reallocation Formula), and the Cut-back Formula and the
          Reallocation Formula shall continue to be applied until there are no
          Over-the-Threshold Shareholders.

     (3)  The Board shall have the power and authority to make all
          determinations that may be required to effectuate the provisions of
          this Bye-Law, including any required determination of the number of
          Shares that may be deemed to be held by any Shareholder, and such
          determinations shall be conclusive in the absence of manifest error.

                                       33

 
          All record and beneficial owners of Shares (and all potential
          transferees of Shares) shall be deemed to have agreed, by virtue of
          their ownership thereof, to provide to the Board, at such times and in
          such detail as the Board may reasonably request, any information that
          the Board may require in order to make such determinations.

     (4)  The following definitions shall apply for the purposes of this Bye-
          Law:

               "Maximum Vote" means (x) in the case of all Shareholders other
               than CIBC, 9.5% of the votes that may be cast by all holders of
               common shares of the Company and (y) in the case of CIBC in the
               aggregate, the number of votes that may be cast by all holders of
               shares of the Company multiplied by 35%"".

               An "Over-the-Threshold Shareholder" for the purposes of this Bye-
               Law is a Shareholder in respect of whom, by virtue of their
               holding of Controlled Shares would, upon giving effect to the
               principle that holders of common shares shall have one vote for
               each common share so registered, have greater than the Maximum
               Vote.

64.  At any general meeting, a resolution put to the vote of the meeting shall
     be decided on a poll.

65.  On a poll, votes may be cast either personally or by proxy.

66.  A person entitled to more than one vote on a poll need not use all his
     votes or cast all the votes he uses in the same way.

                                       34

 
67.  In the case of an equality of votes, the chairman of such meeting shall not
     be entitled to a second or casting vote and the resolution shall fail.

68.  In the case of joint holders of a share, the vote of the senior who tenders
     a vote, whether in person or by proxy, shall be accepted to the exclusion
     of the votes of the other joint holders, and for this purpose seniority
     shall be determined by the order in which the names stand in the Register
     in respect of the joint holding.

69.  A Shareholder 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 Shareholder for the purpose of general meetings.

70.  No Shareholder shall, unless the Board otherwise determines, be entitled to
     vote at any general meeting unless all calls or other sums presently
     payable by him in respect of shares in the Company have been paid.

71.  If:

     (1)  any objection shall be raised to the qualification of any voter; or,

     (2)  any votes have been counted which ought not to have been counted or
          which might have been rejected; or,

     (3)  any votes are not counted which ought to have been counted,
     the objection or error shall not vitiate the decision of the meeting or
     adjourned meeting on any resolution unless the same is raised or pointed
     out 

                                       35

 
     at the meeting or, as the case may be, the adjourned meeting at which the
     vote objected to is given or tendered or at which the error occurs. Any
     objection or error shall be referred to the chairman of the meeting and
     shall only vitiate the decision of the meeting on any resolution if the
     chairman decides that the same may have affected the decision of the
     meeting. The decision of the chairman on such matters shall be final and
     conclusive.

                     PROXIES AND CORPORATE REPRESENTATIVES
                                        
72.  The instrument appointing a proxy shall be in writing under the hand of the
     appointor or of his attorney authorised by him in writing or, if the
     appointor is a corporation, either under its seal or under the hand of an
     officer, attorney or other person authorised to sign the same.

73.  Any Shareholder may appoint a standing proxy or (if a corporation)
     representative by depositing at the Registered Office, or at such place or
     places as the Board may otherwise specify for the purpose, a proxy or (if a
     corporation) an authorisation and such proxy or authorisation shall be
     valid for all general meetings and adjournments thereof or, resolutions in
     writing, as the case may be, until notice of revocation is received at the
     Registered Office, or at such place or places as the Board may otherwise
     specify for the purpose.  Where a standing proxy or authorisation exists,
     its operation shall be deemed to have been suspended at any general meeting
     or adjournment thereof at which the Shareholder is present or in respect to
     which the Shareholder has specially appointed a proxy or representative.
     The Board may from time to time require such evidence as it shall deem
     necessary as to the due execution and continuing validity of any such
     standing proxy or authorisation and the operation of any such standing
     proxy or authorisation shall be deemed to be suspended until such time as
     the Board determines that it has received the requested evidence or other
     evidence satisfactory to

                                       36

 
     it. A person so authorised as a representative of a corporation shall be
     entitled to exercise the same power on behalf of the grantor of the
     authority as the grantor could exercise if it were an individual
     Shareholder of the Company and the grantor shall for the purposes of these
     Bye-Laws be deemed to be present in person at any such meeting if a person
     so authorised is present at it.

74.  Subject to Bye-Law 73, the instrument appointing a proxy together with such
     other evidence as to its due execution as the Board may from time to time
     require, shall be delivered at the Registered Office (or at such place or
     places as may be specified in the notice convening the meeting or in any
     notice of any adjournment or, in either case or the case of a written
     resolution, in any document sent therewith) not less than 24 hours or such
     other period as the Board may determine, prior to the holding of the
     relevant meeting or adjourned meeting at which the person named in the
     instrument proposes to vote or, in the case of a poll taken subsequently to
     the date of a meeting or adjourned meeting, before the time appointed for
     the taking of the poll, or, in the case of a written resolution, prior to
     the effective date of the written resolution and in default the instrument
     of proxy shall not be treated as valid.

75.  Instruments of proxy shall be in any common form or in such other form as
     the Board may approve and the Board may, if it thinks fit, send out with
     the notice of any meeting or any written resolution forms of instruments of
     proxy for use at that meeting or in connection with that written
     resolution. The instrument of proxy shall be deemed to confer authority to
     demand or join in demanding a poll and to vote on any amendment of a
     written resolution or amendment of a resolution put to the meeting for
     which it is given as the proxy thinks fit. The instrument of proxy shall
     unless the

                                       37

 
     contrary is stated therein be valid as well for any adjournment of the
     meeting as for the meeting to which it relates.

76.  A vote given in accordance with the terms of an instrument of proxy shall
     be valid notwithstanding the previous death or unsoundness of mind of the
     principal, or revocation of the instrument of proxy or of the authority
     under which it was executed, provided that no intimation in writing of such
     death, insanity or revocation shall have been received by the Company at
     the Registered Office (or such other place as may be specified for the
     delivery of instruments of proxy in the notice convening the meeting or
     other documents sent therewith) one hour at least before the commencement
     of the meeting or adjourned meeting, or the taking of the poll, or the day
     before the effective date of any written resolution at which the instrument
     of proxy is used.

77.  Subject to the Companies Acts, the Board may at its discretion waive any of
     the provisions of these Bye-Laws related to proxies or authorisations and,
     in particular, may accept such verbal or other assurances as it thinks fit
     as to the right of any person to attend and vote on behalf of any
     Shareholder at general meetings or to sign written resolutions.

                      APPOINTMENT AND REMOVAL OF DIRECTORS
                                        
78.  (1)  At the date of adoption of these Bye-Laws, the Board shall consist of
          the following persons: -

                    Jay R. Bloom
                    Abbott L. Brown
                    William E. Conway
                    Lodwrick Cook
                    Dean C. Kehler
                    Geoffrey J.W. Kent

                                       38

 
                    David L. Lee
                    Jay R. Levine
                    Toshiaki Ogasawara
                    William D. Phoenix
                    Barry Porter
                    Bruce Raben
                    Jack M. Scanlon
                    Michael R. Steed
                    Hillel Weinberger
                    Gary Winnick


     (3)  Each of Abbott Brown, William Conway, Jay Levine, William Phoenix and
          Barry Porter are hereby designated as "A" Directors for the purposes
          of this Bye-Law.  Each of Lodwrick Cook, Jeffrey Kent, David Lee,
          Bruce Raben, and Jack Scanlon are hereby designated "B" Directors, and
          each of Jay Bloom, Dean Kehler, Toshiaki Ogasawara, Michael Steed,
          Hillel Weinberger and Gary Winnick are hereby designated as "C"
          Directors.

     (4)  Upon the resignation or removal of a Director, if any new Director
          shall be appointed to the Board they shall be designated to fill the
          vacancy arising and shall, for the purposes of these Bye-Laws,
          constitute a member of the class represented by the person that they
          replaced.  If there are more than two vacancies on the Board, then the
          Shareholders or the Directors, when appointing a person to fill a
          vacancy, shall designate the class of director they shall belong to by
          the resolution appointing such person.

79.  (1)  The A Directors shall serve initially until the conclusion of the
          Annual General Meeting of the Company held in the calendar year 1999,
          at which consideration is made of financial statements for the period
          ending 31 December 1998, and thereafter shall serve for 

                                       39

 
          a three-year term, concluding at the third Annual General Meeting
          after his appointment or reappointment.

     (2)  The B Directors shall serve initially until the conclusion of the
          Annual General Meeting of the Company held in the calendar year 2000,
          at which consideration is made of financial statements for the period
          ending 31 December 1999, and thereafter shall serve for a three-year
          term, concluding at the third Annual General Meeting after his
          appointment or reappointment.

     (3)  The C Directors shall serve initially until the conclusion of the
          Annual General Meeting of the Company held in the calendar year 2001,
          at which consideration is made of financial statements for the period
          ending 31 December 2000, and thereafter shall serve for a three-year
          term, concluding at the third Annual General Meeting after his
          appointment or reappointment.

80.  If the Company, at the meeting at which a Director retires by rotation or
     otherwise, does not fill the vacancy, the retiring Director shall, if
     willing to act, be deemed to have been reappointed unless at the meeting it
     is resolved not to fill the vacancy or unless a resolution for the
     reappointment of the Director is put to the meeting and lost.

81.  No person other than a Director retiring by rotation shall be appointed a
     Director at any general meeting unless:-

     (a)  he is recommended by the Board; or

     (b)  not less than 60 nor more than 90 clear days before the date appointed
          for the meeting, notice executed by a Shareholder qualified to vote at
          the meeting (not being the person to be proposed) has been given to
          the Company of the intention to propose that

                                       40

 
     person for appointment setting forth as to each person whom the Shareholder
     proposes to nominate for election or re-election as a Director, (i) the
     name, age, business address and residence address of the person, (ii) the
     principal occupation or employment of the person, (iii) the class, series
     and number of shares of the Company which are beneficially owned by the
     person, (iv) particulars which would, if he were so appointed, be required
     to be included in the Company's register of Directors and Officers, and (v)
     all other information relating to that person that is required to be
     disclosed in solicitations for proxies for the election of Directors
     pursuant to the Rules and Regulations of the Securities and Exchange
     Commission under Section 14 of the Securities Exchange Act of 1934 of the
     United States of America as amended, together with notice executed by that
     person of his willingness to serve as a Director if so elected.

82.  Except as otherwise authorised by the Companies Acts, the appointment of
     any person proposed as a Director shall be effected by a separate
     resolution.

83.  All Directors (other then the initial Directors set forth herein), upon
     election or appointment, must provide written acceptance of their
     appointment, in such form as the Board may think fit, by notice in writing
     to the Registered Office within 30 days of their appointment.

84.  The Company shall determine, at the Annual General Meeting and may by
     Resolution, (a) the minimum number of Directors, which shall be not less
     than 11, and (b) the maximum number of Directors, which shall not be
     more than 18, and may by Resolution determine that one or more vacancies in
     the Board shall be deemed casual vacancies for the purposes of these Bye-
     Laws.  Without prejudice to the power of the Company by Resolution in
     pursuance of any of the provisions of these Bye-Laws to 

                                       41

 
     appoint any person to be a Director, the Board, so long as a quorum of
     Directors remains in office, shall have power at any time and from time to
     time to appoint any individual to be a Director so as to fill a casual
     vacancy. A Director so appointed shall hold office only until the next
     following Annual General Meeting and shall not be taken into account in
     determining the Directors who are to retire by rotation at the meeting. If
     not reappointed at such Annual General Meeting, he shall vacate office at
     the conclusion thereof.

85.  The Shareholders may in a Special General Meeting called for that purpose
     remove a Director provided notice of any such meeting shall be served upon
     the Director concerned not less than 14 days before the meeting and he
     shall be entitled to be heard at that meeting.  Any vacancy created by the
     removal of a Director at a Special General Meeting may be filled at the
     Meeting by the election of another Director in his place or, in the absence
     of any such election, by the Board.

                 RESIGNATION AND DISQUALIFICATION OF DIRECTORS
                                        
86.  The office of a Director shall be vacated upon the happening of any of the
     following events:

     (1)  if he resigns his office by notice in writing delivered to the
          Registered Office or tendered at a meeting of the Board;

     (2)  if he becomes of unsound mind or a patient for any purpose of any
          statute or applicable law relating to mental health and the Board
          resolves that his office is vacated;

     (3)  if he becomes bankrupt under the laws of any country or compounds with
          his creditors;

     (4) if he is prohibited by law from being a Director;

                                       42

 
     (5)  if he ceases to be a Director by virtue of the Companies Acts or these
          Bye-Laws or is removed from office pursuant to these Bye-Laws;

     (6)  he shall for more than six consecutive months have been absent without
          permission of the Board from meetings of the Board held during that
          period and his Alternate Director (if any) shall not during such
          period have attended in his stead and the Board resolves that his
          office be vacated; or

     (7)  after the initial term he is requested to resign in writing by not
          less than three quarters of the other Directors.  In calculating the
          number of Directors who are required to make such a request to the
          Director, (i) there shall be excluded any Alternate Director appointed
          by him acting in his capacity as such; and (ii) a Director and any
          Alternate Director appointed by him and acting in his capacity as such
          shall constitute a single Director for this purpose, so that the
          signature of either shall be sufficient.

                              ALTERNATE DIRECTORS
                                        
87.  Any Director (other than an Alternate Director) may appoint any other
     Director, or any other person approved by resolution of the Board and
     willing to act, to be an Alternate Director and may remove from office an
     Alternate Director so appointed by him.  Any appointment or removal of an
     Alternate Director by a Director shall be effected by depositing a notice
     of appointment or removal with the Secretary at the Registered Office,
     signed by such Director, and such appointment or removal shall become
     effective on the date of receipt by the Secretary.  Any Alternate Director
     may also be removed by resolution of the Board. An Alternate Director may
     also be a Director in his own right and may act as alternate to more than
     one Director.

                                       43

 
88.  An Alternate Director shall cease to be an Alternate Director:-

     (a)  if his appointor ceases to be a Director; but, if a Director retires
          by rotation or otherwise but is reappointed or deemed to have been
          reappointed at the meeting at which he retires, any appointment of an
          Alternate Director made by him which was in force immediately prior to
          his retirement shall continue after his reappointment;

     (b)  on the happening of any event which, if he were a Director, would
          cause him to vacate his office as Director;

     (c)  if he is removed from office pursuant to Bye-Law 85; or

     (d)  if he resigns his office by notice to the Company.

89.  An Alternate Director shall be entitled to receive notices of all meetings
     of Directors, to attend, be counted in the quorum and vote at any such
     meeting at which any Director to whom he is alternate is not personally
     present, and generally to perform all the functions of any Director to whom
     he is alternate in his absence.

90.  Every person acting as an Alternate Director shall (except as regards
     powers to appoint an alternate and remuneration) be subject in all respects
     to the provisions of these Bye-Laws relating to Directors and shall alone
     be responsible to the Company for his acts and defaults and shall not be
     deemed to be the agent of or for any Director for whom he is alternate.  An
     Alternate Director may be paid expenses and shall be entitled to be
     indemnified by the Company to the same extent mutatis mutandis as if he
     were a Director.  Every person acting as an Alternate Director shall have
     one vote for each Director for whom he acts as alternate (in addition to
     his own vote if he is also a Director). The signature of an Alternate
     Director to any resolution in writing of the Board or a committee of the
     Board shall, unless the terms of his appointment provides to the contrary,
     be as effective as the signature of the Director or Directors to whom he is
     alternate.

                                       44

 
                              DIRECTORS' FEES AND
                      ADDITIONAL REMUNERATION AND EXPENSES

91.  The ordinary remuneration of the Directors who do not hold executive office
     for their services (excluding amounts payable under any other provision of
     these Bye-Laws) shall be such amount as the Company may from time to time
     by Resolution determine and in the absence of a determination to the
     contrary such fees shall be deemed to accrue from day to day.  Subject
     thereto, each such Director shall be paid a fee (which shall be deemed to
     accrue from day to day) at such rate as may from time to time be determined
     by the Board.  Each Director may be paid his reasonable travel, hotel and
     incidental expenses in attending and returning from meetings of the Board
     or committees constituted pursuant to these Bye-Laws or general meetings
     and shall be paid all expenses properly and reasonably incurred by him in
     the conduct of the Company's business or in the discharge of his duties as
     a Director.  Any Director who, by request, goes or resides abroad for any
     purposes of the Company or who performs services which in the opinion of
     the Board go beyond the ordinary duties of a Director may be paid such
     extra remuneration (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.

                              DIRECTORS' INTERESTS
                                        
92.  (1)  A Director may hold any other office or place of profit with the
          Company (except that of auditor) in conjunction with his office of
          Director for such period and upon such terms as the Board may
          determine, and may be paid such extra remuneration therefor 

                                       45

 
          (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)  A Director may act by himself or his firm in a professional capacity
          for the Company (otherwise than as auditor) and he or his firm shall
          be entitled to remuneration for professional services as if he were
          not a Director.

     (3)  Subject to the provisions of the Companies Acts, a Director may
          notwithstanding his office be a party to, or otherwise interested in,
          any transaction or arrangement with the Company or in which the
          Company is otherwise interested; and be a director or other officer
          of, or employed by, or a party to any transaction or arrangement with,
          or otherwise interested in, any body corporate promoted by the Company
          or in which the Company is interested.  The Board may also cause the
          voting power conferred by the shares in any other company 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 company, or voting or providing for the payment
          of remuneration to the directors or officers of such other company.

     (4)  So long as, where it is necessary, he declares the nature of his
          interest at the first opportunity at a meeting of the Board or by
          writing to the Directors as required by the Companies Acts, a Director
          shall not by reason of his office be accountable to the Company for
          any benefit which he derives from any office or employment to which
          these Bye-Laws allow   him to be appointed or from any transaction or
          arrangement in which these Bye-Laws allow 

                                       46

 
          him to be interested, and no such transaction or arrangement shall be
          liable to be avoided on the ground of any interest or benefit.

     (5)  A Director who has disclosed his interest in a transaction or
          arrangement with the Company, or in which the Company is otherwise
          interested, may be counted in the quorum and vote at any meeting at
          which such transaction or arrangement is considered by the Board;
          provided that, notwithstanding the foregoing, (i) when the Board is
          considering a resolution to fill a vacancy on the Board or (ii) the
          Board is voting on a resolution for the nomination or recommendation
          of the slate of Directors as required under Bye-Law 81, Gary Winnick,
          so long as he is a Director, shall not be entitled to vote on any of
          such resolutions and may not be counted in the quorum of the meeting.

     (6)  Subject to the Companies Acts and any further disclosure required
          thereby, a general notice to the Directors by a Director or Officer
          declaring that he is a director or officer or has an interest in a
          person and is to be regarded as interested in any transaction or
          arrangement made with that person, shall be a sufficient declaration
          of interest in relation to any transaction or arrangement so made.

     (7)  For the purposes of these Bye-Laws, without limiting the generality of
          the foregoing, a Director is deemed to have an interest in a
          transaction or arrangement with the Company if he is the holder of or
          beneficially interested in five per cent or more of any class of the
          equity share capital of any body corporate (or any other body
          corporate through which his interest is derived) or of the voting
          rights available to members of the relevant body corporate with which
          the Company is proposing to enter into a transaction or arrangement,
          provided that there shall be disregarded any shares held by such
          Director as bare or custodian trustee and in which he has no
          beneficial interest, any shares comprised in a trust in which the

                                       47

 
          Director's interest is in reversion or remainder if and so long as
          some other person is entitled to receive the income thereof, and any
          shares comprised in an authorised unit trust in which the Director is
          only interested as a unit holder.  For the purposes of this Bye-Law,
          an interest of a person who is connected with a Director shall be
          treated as an interest of the Director.

                         POWERS AND DUTIES OF THE BOARD
                                        
93.  Subject to the provisions of the Companies Acts and these Bye-Laws and to
     any directions given by the Company by Resolution, the Board shall manage
     the business of the Company and may pay all expenses incurred in promoting
     and incorporating the Company and may exercise all the powers of the
     Company.  No alteration of these Bye-Laws and no such direction shall
     invalidate any prior act of the Board which would have been valid if that
     alteration had not been made or that direction had not been given.  The
     powers given by this Bye-Law shall not be limited by any special power
     given to the Board by these Bye-Laws and a meeting of the Board at which a
     quorum is present shall be competent to exercise all the powers,
     authorities and discretions for the time being vested in or exercisable by
     the Board.

94.  The Board may exercise all the powers of the Company to borrow money and to
     mortgage or charge all or any part of the undertaking, property and assets
     (present and future) and uncalled capital of the Company and to issue
     debentures and other securities, whether outright or as collateral security
     for any debt, liability or obligation of the Company or of any other
     persons.

95.  All cheques, promissory notes, drafts, bills of exchange and other
     instruments, whether negotiable or transferable or not, and all receipts
     for money paid to the Company shall be signed, drawn, accepted, endorsed or

                                       48

 
     otherwise executed, as the case may be, in such manner as the Board shall
     from time to time by resolution determine.

                       GRATUITIES, PENSIONS AND INSURANCE
                                        
96.  (1)  The Board may (by establishment of or maintenance of schemes or
          otherwise) provide benefits, whether by the payment of gratuities or
          pensions or by insurance or otherwise, for any past or present
          Director or employee of the Company or any of its subsidiaries or any
          body corporate associated with, or any business acquired by, any of
          them, and for any member of his family (including a spouse and a
          former spouse) or any person who is or was dependent on him, and may
          (as well before as after he ceases to hold such office or employment)
          contribute to any fund and pay premiums for the purchase or provision
          of any such benefit.

     (2)  Without prejudice to the provisions of Bye-Laws 141 and 142, the Board
          shall have the power to purchase and maintain insurance for or for the
          benefit of any persons who are or were at any time Directors,
          Officers, or employees of the Company, or of any other Company which
          is its holding company or in which the Company or such holding company
          has any interest whether direct or indirect or which is in any way
          allied to or associated with the Company, or of any subsidiary
          undertaking of the Company or any such other company, or who are or
          were at any time trustees of any pension fund in which employees of
          the Company or any such other company or subsidiary undertaking are
          interested, including (without prejudice to the generality of the
          foregoing) insurance against any liability incurred by such persons in
          respect of any act or omission in the actual or purported execution or
          discharge of their duties or in the exercise or purported exercise of
          their powers or otherwise in

                                       49

 
          relation to their duties, powers or offices in relation to the Company
          or any such other company, subsidiary undertaking or pension fund.

     (3)  No Director or former Director shall be accountable to the Company or
          the Shareholders for any benefit provided pursuant to this Bye-Law and
          the receipt of any such benefit shall not disqualify any person from
          being or becoming a Director of the Company.

                        DELEGATION OF THE BOARD'S POWERS
                                        
97.  The Board may by power of attorney appoint any company, firm or person or
     any fluctuating body of persons, whether nominated directly or indirectly
     by the Board, to be the attorney or attorneys of the Company for such
     purposes and with such powers, authorities and discretions (not exceeding
     those vested in or exercisable by the Board under these Bye-Laws) and for
     such period and subject to such conditions as it may think fit, and any
     such power of attorney may contain such provisions for the protection and
     convenience of persons dealing with any such attorney and of 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 vested
     in him.

98.  The Board may entrust to and confer upon any Director, Officer or, without
     prejudice to the provisions of Bye-Law 99, other individual any of the
     powers exercisable by it upon such terms and conditions with such
     restrictions as it thinks fit, and either collaterally with, or to the
     exclusion of, its own powers, and may from time to time revoke or vary all
     or any of such powers but no person dealing in good faith and without
     notice of such revocation or variation shall be affected thereby.

99.  The Board may delegate any of its powers, authorities and discretions to
     committees, consisting of such person or persons (whether a member or

                                       50

 
     members of its body or not) as it thinks fit.  Any committee so formed
     shall, in the exercise of the powers, authorities and discretions so
     delegated, and in conducting its proceedings conform to any regulations
     which may be imposed upon it by the Board.  If no regulations are imposed
     by the Board the proceedings of a committee with two or more members shall
     be, as far as is practicable, governed by the Bye-Laws regulating the
     proceedings of the Board.

                            PROCEEDINGS OF THE BOARD
                                        
100. The Board may meet for the despatch of business, adjourn and otherwise
     regulate its meetings as it thinks fit. Questions arising at any meeting
     shall be determined by the affirmative vote of a majority of the Directors
     then in office.  In the case of an equality of votes the motion shall be
     deemed to have been lost.  A Director may, and the Secretary on the
     requisition of a Director shall, at any time summon a meeting of the Board.

101. Notice of a meeting of the Board shall be deemed to be duly given to a
     Director if it is given to him personally or by word of mouth or sent to
     him by post, cable, telex, telecopier or other mode of representing or
     reproducing words in a legible and non-transitory form at his last known
     address or any other address given by him to the Company for this purpose.
     A Director may retrospectively waive the requirement for notice of any
     meeting by consenting in writing to the business conducted at the meeting.

102. (1)  The quorum necessary for the transaction of the business of the Board
          may be fixed by the Board and, unless so fixed at any other number,
          shall be two individuals.  Any Director who ceases to be a Director at
          a meeting of the Board may continue to be present and to act as a
          Director and be counted in the quorum until the termination 

                                       51

 
          of the meeting if no other Director objects and if otherwise a quorum
          of Directors would not be present.

     (2)  The Resident Representative shall, upon delivering written notice of
          an address for the purposes of receipt of notice, to the Registered
          Office, be entitled to receive notice of, attend and be heard at, and
          to receive minutes of all meetings of the Board.

103. So long as a quorum of Directors remains in office, the continuing
     Directors may act notwithstanding any vacancy in the Board but, if no such
     quorum remains, the continuing Directors or a sole continuing Director may
     act only for the purpose of calling a general meeting.

104. The Chairman or Co-Chairman (or President) or, in his absence, the Deputy
     Chairman or Co-Chairman (or Vice-President), shall preside as chairman at
     every meeting of the Board.  If at any meeting the Chairman or Deputy
     Chairman (or the President or Vice-President) is not present within five
     minutes after the time appointed for holding the meeting, or is not willing
     to act as chairman, the Directors present may choose one of their number to
     be chairman of the meeting.

105. The meetings and proceedings of any committee consisting of two or more
     members shall be governed by the provisions contained in these Bye-Laws for
     regulating the meetings and proceedings of the Board so far as the same
     are applicable and are not superseded by any regulations imposed by the
     Board.

106. A resolution in writing signed by all the Directors for the time being
     entitled to receive notice of a meeting of the Board or by all the members
     of a committee for the time being shall be as valid and effectual as a
     resolution passed at a meeting of the Board or, as the case may be, of such
     committee 

                                       52

 
     duly called and constituted.  Such resolution may be contained in
     one document or in several documents in the like form each signed by one or
     more of the Directors or members of the committee concerned.

107. A meeting of the Board or a committee appointed by the Board may be held 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.  Such a
     meeting shall be deemed to take place where the largest group of those
     participating in the meeting is physically assembled, or, if there is no
     such group, where the chairman of the meeting then is.  The word "meeting"
     in these Bye-Laws shall be construed accordingly.

108. All acts done by the Board or by any committee or by any person acting as a
     Director or member of a committee or any person duly authorised by the
     Board or any committee, shall, notwithstanding that it is afterwards
     discovered that there was some defect in the appointment of any member of
     the Board or such committee or person acting as aforesaid or that they or
     any of them were disqualified or had vacated their office, be as valid as
     if every such person had been duly appointed and was qualified and had
     continued to be a Director, member of such committee or person so
     authorised.

109. The Company may by Resolution suspend or relax to any extent, either
     generally or in respect of any particular matter, any provision of these
     Bye-Laws prohibiting a Director from voting at a meeting of the Board or of
     a committee of the Board, or ratify any transaction not duly authorised by
     reason of a contravention of any such provisions.

                                       53

 
110. Where proposals are under consideration concerning the appointment
     (including fixing or varying the terms of appointment) of two or more
     Directors to offices or employments with the Company or any body corporate
     in which the Company is interested, the proposals may be divided and
     considered in relation to each Director separately and in such cases each
     of the Directors concerned (if not debarred from voting) provision of
     paragraph 5 of Bye-Law 97 shall be entitled to vote and be counted in the
     quorum in respect of each resolution except that concerning his own
     appointment.

111. If a question arises at a meeting of the Board or a committee of the Board
     as to the entitlement of a Director to vote or be counted in a quorum, the
     question may, before the conclusion of the meeting, be referred to the
     chairman of the meeting and his ruling in relation to any Director other
     than himself shall be final and conclusive except in a case where the
     nature or extent of the interests of the Director concerned have not been
     fairly disclosed.  If any such question arises in respect of the chairman
     of the meeting, it shall be decided by resolution of the Board (on which
     the chairman shall not vote) and such resolution will be final and
     conclusive except in a case where the interests of the chairman have not
     been fairly disclosed.

                                    OFFICERS
                                        
112. The Officers of the Company shall include a President and a Vice-President
     or a Chairman and Co-Chairman and a Deputy Chairman who shall be Directors
     and shall be elected by the Board as soon as possible after the statutory
     meeting and each Annual General Meeting.  In addition, the Board may
     appoint any person whether or not he is a Director to hold such office as
     the Board may from time to time determine.  Any person elected or 

                                       54

 
     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. Save as
     provided in the Companies Acts or these Bye-Laws, the powers and duties of
     the Officers of the Company shall be such (if any) as are determined from
     time to time by the Board.

                              EXECUTIVE DIRECTORS

113. Subject to the provisions of the Companies Acts, the Board may appoint one
     or more of its body to be the holder of any executive office (except that
     of auditor) under the Company and may enter into any agreement or
     arrangement with any Director for his employment by the Company or for the
     provision by him of any services outside the scope of the ordinary duties
     of a Director.  Any such appointment, agreement or arrangement may be made
     upon such terms, including terms as to remuneration, as the Board
     determines, and any remuneration which is so determined may be in addition
     to or in lieu of any ordinary remuneration as a Director.  The Board may
     revoke or vary any such appointment but without prejudice to any rights or
     claims which the person whose appointment is revoked or varied may have
     against the Company by reason thereof.

114. Any appointment of a Director to an executive office shall terminate if he
     ceases to be a Director but without prejudice to any rights or claims which
     he may have against the Company by reason of such cesser.  A Director

                                       55

 
     appointed to an executive office shall not ipso facto cease to be a
     Director if his appointment to such executive office terminates.

115. The emoluments of any Director holding executive office for his services as
     such shall be determined by the Board, and may be of any description, and
     (without limiting the generality of the foregoing) may include admission to
     or continuance of membership of any scheme (including any share acquisition
     scheme) or fund instituted or established or financed or contributed to by
     the Company for the provision of pensions, life assurance or other benefits
     for employees or their dependants, or the payment of a pension or other
     benefits to him or his dependants on or after retirement or death, apart
     from membership or any such scheme or fund.

                                    MINUTES
                                        
116. The Board shall cause minutes to be made and books kept for the purpose of
     recording -

     (1) all appointments of Officers made by the Board;

     (2)  the names of the Directors and other persons (if any) present at each
          meeting of the Board and of any committee;

     (3)  all proceedings at meetings of the Company, of the holders of any
          class of shares in the Company, of the Board and of committees
          appointed by the Board or the Shareholders;

     (4) all proceedings of its managers (if any).

     Shareholders shall only be entitled to see the register of Directors and
     Officers, the Register, the financial information provided for in Bye-Law
     132 and the minutes of meetings of the Shareholders of the Company.

                                       56

 
                     SECRETARY AND RESIDENT REPRESENTATIVE
                                        
117. The Secretary (including one or more deputy or assistant secretaries) and,
     if required, the Resident Representative, shall be appointed by the Board
     at such remuneration (if any) and upon such terms as it may think fit and
     any Secretary and Resident Representative so appointed may be removed by
     the Board.  The duties of the Secretary and the duties of the Resident
     Representative shall be those prescribed by the Companies Acts together
     with such other duties as shall from time to time be prescribed by the
     Board.

118. A provision of the Companies Acts or these Bye-Laws requiring or
     authorising a thing to be done by or to a Director and the Secretary shall
     not be satisfied by its being done by or to the same person acting both as
     Director and as, or in the place of, the Secretary.

                                    THE SEAL
                                        
119. (1)  The Seal shall consist of a circular metal device with the name of the
          Company around the outer margin thereof and the country and year of
          incorporation across the centre thereof.  Should the Seal not have
          been received at the Registered Office in such form at the date of
          adoption of this Bye-Law then, pending such receipt, any document
          requiring to be sealed with the Seal shall be sealed by affixing a red
          wafer seal to the document with the name of the Company, and the
          country and year of incorporation type written across the centre
          thereof.

     (2)  The Board shall provide for the custody of every Seal.  A Seal shall
          only be used by authority of the Board or of a committee constituted
          by the Board.  Subject to these Bye-Laws, any instrument to which a
          Seal is affixed shall be signed by either two Directors, or by the

                                       57

 
          Secretary and one Director, or by the Secretary or by any one person
          whether or not a Director or Officer, who has been authorised either
          generally or specifically to affirm the use of a Seal; provided that
          the Secretary or a Director may affix a Seal over his signature alone
          to authenticate copies of these Bye-Laws, the minutes of any meeting
          or any other documents requiring authentication.

                          DIVIDENDS AND OTHER PAYMENTS
                                        
120. The Board may from time to time declare dividends or distributions out of
     contributed surplus to be paid to the Shareholders according to their
     rights and interests including such interim dividends as appear to the
     Board to be justified by the position of the Company.  The Board, in its
     discretion, may determine that any dividend shall be paid in cash or shall
     be satisfied, subject to Bye-Law 128, in paying up in full shares in the
     Company to be issued to the Shareholders credited as fully paid or partly
     paid or partly in one way and partly the other.  The Board may also pay any
     fixed cash dividend which is payable on any shares of the Company half
     yearly or on such other dates, whenever the position of the Company, in the
     opinion of the Board, justifies such payment.

121. Except insofar as the rights attaching to, or the terms of issue of, any
     share otherwise provide:-

     (1)  all dividends or distributions out of contributed surplus may be
          declared and paid according to the amounts paid up on the shares in
          respect of which the dividend or distribution is paid, and an amount
          paid up on a share in advance of calls may be treated for the purpose
          of this Bye-Law as paid-up on the share;

     (2)  dividends or distributions out of contributed surplus may be
          apportioned and paid pro rata according to the amounts paid-up on 

                                       58

 
          the shares during any portion or portions of the period in respect of
          which the dividend or distribution is paid.

122. The Board may deduct from any dividend, distribution or other monies
     payable to a Shareholder by the Company on or in respect of any shares all
     sums of money (if any) presently payable by him to the Company on account
     of calls or otherwise in respect of shares of the Company.

123. No dividend, distribution or other monies payable by the Company on or in
     respect of any share shall bear interest against the Company.

124. Any dividend, distribution or interest, or part thereof payable in cash,
     or any other sum payable in cash to the holder of shares may be paid by
     cheque or warrant sent through the post addressed to the holder at his
     address in the Register or, in the case of joint holders, addressed to the
     holder whose name stands first in the Register in respect of the shares at
     his registered address as appearing in the Register or addressed to such
     person at such address as the holder or joint holders may in writing
     direct.  Every such cheque or warrant shall, unless the holder or joint
     holders otherwise direct, be made payable to the order of the holder or, in
     the case of joint holders, to the order of the holder whose name stands
     first in the Register in respect of such shares, and shall be sent at his
     or their risk and payment of the cheque or warrant by the bank on which it
     is drawn shall constitute a good discharge to the Company. Any one of two
     or more joint holders may give effectual receipts for any dividends,
     distributions or other monies payable or property distributable in respect
     of the shares held by such joint holders.

125. Any dividend or distribution out of contributed surplus unclaimed for a
     period of six years from the date of declaration of such dividend or
     distribution shall be forfeited and shall revert to the Company and the

                                       59

 
     payment by the Board of any unclaimed dividend, distribution, interest or
     other sum payable on or in respect of the share into a separate account
     shall not constitute the Company a trustee in respect thereof.

126. The Board may also, in addition to its other powers, direct payment or
     satisfaction of any dividend or distribution out of contributed surplus
     wholly or in part by the distribution of specific assets, and in particular
     of paid-up shares or debentures of any other company, and where any
     difficulty arises in regard to such distribution or dividend the Board may
     settle it as it thinks expedient, and in particular, may authorise any
     person to sell and transfer any fractions or may ignore fractions
     altogether, and may fix the value for distribution or dividend purposes of
     any such specific assets and may determine that cash payments shall be made
     to any Shareholders upon the footing of the values so fixed in order to
     secure equality of distribution and may vest any such specific assets in
     trustees as may seem expedient to the Board provided that such dividend or
     distribution may not be satisfied by the distribution of any partly paid
     shares or debentures of any company without the sanction of a Resolution.

                                    RESERVES
                                        
127. The Board may, before recommending or declaring any dividend or
     distribution out of contributed surplus, set aside such sums as it thinks
     proper as reserves which shall, at the discretion of the Board, be
     applicable for any purpose of the Company and pending such application may,
     also at such discretion, either be employed in the business of the Company
     or be invested in such investments as the Board may from time to time think
     fit.  The Board may also without placing the same to reserve carry forward
     any sums which it may think it prudent not to distribute.

                                       60

 
                           CAPITALIZATION OF PROFITS
                                        
128. The Board may, from time to time, resolve to capitalise all or any part of
     any amount for the time being standing to the credit of any reserve or fund
     which is available for distribution or to the credit of any share premium
     account and accordingly that such amount be set free for distribution
     amongst the Shareholders or any class of Shareholders who would be entitled
     thereto if distributed by way of dividend and in the same proportions, on
     the footing that the same be not paid in cash but be applied either in or
     towards paying up amounts for the time being unpaid on any shares in the
     Company held by such Shareholders respectively or in payment up in full of
     unissued shares, debentures or other obligations of the Company, to be
     allotted and distributed credited as fully paid amongst such Shareholders,
     or partly in one way and partly in the other, provided that for the purpose
     of this Bye-Law, a share premium account may be applied only in paying up
     of unissued shares to be issued to such Shareholders credited as fully paid
     and provided further that any sum standing to the credit of a share premium
     account may only be applied in crediting as fully paid shares of the same
     class as that from which the relevant share premium was derived.

129. Where any difficulty arises in regard to any distribution under the last
     preceding Bye-Law, the Board may settle the same as it thinks expedient
     and, in particular, may authorise any person to sell and transfer any
     fractions or may resolve that the distribution should be as nearly as may
     be practicable in the correct proportion but not exactly so or may ignore
     fractions altogether, and may determine that cash payments should be made
     to any Shareholders in order to adjust the rights of all parties, as may
     seem expedient to the Board. The Board may appoint any person to sign on
     behalf of the persons entitled to participate in the distribution any
     contract

                                       61

 
     necessary or desirable for giving effect thereto and such appointment shall
     be effective and binding upon the Shareholders.

                                  RECORD DATES
                                        
130. Notwithstanding any other provisions of these Bye-Laws, the Company may by
     Resolution or the Board may fix any date as the record date for any
     dividend, distribution, allotment or issue and for the purpose of
     identifying the persons entitled to receive notices of general meetings.
     Any such record date may be on or at any time not more than 60 days before
     any date on which such dividend, distribution, allotment or issue is
     declared, paid or made or not more than 60 days nor less than 10 days
     before the date of any such meetings.

                               ACCOUNTING RECORDS
                                        
131. The Board shall cause to be kept accounting records sufficient to give a
     true and fair view of the state of the Company's affairs and to show and
     explain its transactions, in accordance with the Companies Acts.

132. The records of account shall be kept at the Registered Office or at such
     other place or places as the Board thinks fit, and shall at all times be
     open to inspection by the Directors; 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 Shareholder (other than an
     Officer 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 by Resolution.

                                       62

 
133. A copy of every balance sheet and statement of income and expenditure,
     including every document required by law to be annexed thereto, which is to
     be laid before the Company in general meeting, together with a copy of the
     auditors' report, shall be sent to each person entitled thereto in
     accordance with the requirements of the Companies Acts.

                                     AUDIT
                                        
134. Save and to the extent that an audit is waived in the manner permitted by
     the Companies Acts, auditors shall be appointed and their duties regulated
     in accordance with the Companies Acts, any other applicable law and such
     requirements not inconsistent with the Companies Acts as the Board may from
     time to time determine.

                     SERVICE OF NOTICES AND OTHER DOCUMENTS
                                        
135. Any notice or other document (including a share certificate) may be served
     on or delivered to any Shareholder by the Company either personally or by
     sending it through the post (by airmail where applicable) in a pre-paid
     letter addressed to such Shareholder at his address as appearing in the
     Register or by delivering it to or leaving it at such registered address.
     In the case of joint holders of a share, service or delivery of any notice
     or other document on or to one of the joint holders shall for all purposes
     be deemed as sufficient service on or delivery to all the joint holders.
     Any notice or other document if sent by post shall be deemed to have been
     served or delivered seven days after it was put in the post, and in proving
     such service or delivery, it shall be sufficient to prove that the notice
     or document was properly addressed, stamped and put in the post.

                                       63

 
136. Any notice of a general meeting of the Company shall be deemed to be duly
     given to a Shareholder, or other person entitled to it, if it is sent to
     him by cable, telex, telecopier or other mode of representing or
     reproducing words in a legible and non-transitory form at his address as
     appearing in the Register or any other address given by him to the Company
     for this purpose. Any such notice shall be deemed to have been served
     twenty-four hours after its despatch.

137. Any notice or other document delivered, sent or given to a Shareholder in
     any manner permitted by these Bye-Laws shall, notwithstanding that such
     Shareholder is then dead or bankrupt or that any other event has occurred,
     and whether or not the Company has notice of the death or bankruptcy or
     other event, be deemed to have been duly served or delivered in respect of
     any share registered in the name of such Shareholder as sole or joint
     holder unless his name shall, at the time of the service or delivery of the
     notice or document, have been removed from the Register as the holder of
     the share, and such service or delivery shall for all purposes be deemed as
     sufficient service or delivery of such notice or document on all persons
     interested (whether jointly with or as claiming through or under him) in
     the share.

                            DESTRUCTION OF DOCUMENTS

138. The Company shall be entitled to destroy all instruments of transfer of
     shares which have been registered, and all other documents on the basis of
     which any entry is made in the Register, at any time after the expiration
     of six years from the date of registration thereof and all dividends
     mandates or variations or cancellations thereof and notifications of change
     of address at any time after the expiration of two years from the date of
     recording thereof and all share certificates which have been cancelled at
     any time after the expiration of one year from the date of cancellation
     thereof and all paid 

                                       64

 
     dividends, warrants and cheques at any time after the expiration of one
     year from the date of actual payment thereof and all instruments of proxy
     which have been used for the purpose of a poll at any time after the
     expiration of one year from the date of such use and all instruments of
     proxy which have not been used for the purpose of a poll at any time after
     one month from the end of the meeting to which the instrument of proxy
     relates and at which no poll was demanded. It shall conclusively be
     presumed in favour of the Company that every entry in the Register
     purporting to have been made on the basis of an instrument of transfer or
     other document so destroyed was duly and properly made, that every
     instrument of transfer so destroyed was a valid and effective instrument
     duly and properly registered, that every share certificate so destroyed was
     a valid and effective certificate duly and properly cancelled and that
     every other document hereinbefore mentioned so destroyed was a valid and
     effective document in accordance with the recorded particulars thereof in
     the books or records of the Company, provided always that:-

     (a)  the provisions aforesaid shall apply only to the destruction of a
          document in good faith and without notice of any claim (regardless of
          the parties thereto) to which the document might be relevant;

     (b)  nothing herein contained shall be construed as imposing upon the
          Company any liability in respect of the destruction of any such
          document earlier than as aforesaid or in any other circumstances which
          would not attach to the Company in the absence of this Bye-Law; and

     (c)  references herein to the destruction of any document include
          references to the disposal thereof in any manner.

                                       65

 
                             UNTRACED SHAREHOLDERS

139. (1)  The Company shall be entitled to sell at the best price reasonably
          obtainable, or if the shares are listed on a Stock Exchange to
          purchase at the trading price on the date of purchase, the shares of a
          Shareholder or the shares to which a person is entitled by virtue of
          transmission on death, bankruptcy, or otherwise by operation of law if
          and provided that:-

          (a)  during the period of 12 years prior to the date of the
               publication of the advertisements referred to in paragraph (b)
               below (or, if published on different dates, the first thereof) at
               least three dividends in respect of the shares in question have
               been declared and all dividends, warrants and cheques which have
               been sent in the manner authorised by these Bye-Laws in respect
               of the shares in question have remained uncashed; and

          (b)  the Company shall as soon as practicable after expiry of the said
               period of 12 years have inserted advertisements both in a
               national daily newspaper and in a newspaper circulating in the
               area of the last known address of such Shareholder or other
               person giving notice of its intention to sell or purchase the
               shares; and

          (c)  during the said period of 12 years and the period of three months
               following the publication of the said advertisements the Company
               shall have received no indication either of the whereabouts or of
               the existence of such Shareholder or person; and

          (d)  if the shares are listed on a Stock Exchange, notice shall have
               been given to the relevant department of such Stock 

                                       66

 
               Exchange of the Company's intention to make such sale or purchase
               prior to the publication of advertisements.

          If during any 12-year period referred to in paragraph (a) above,
          further shares have been issued in right of those held at the
          beginning of such period or of any previously issued during such
          period and all the other requirements of this Bye-Law (other than the
          requirement that they be in issue for 12 years) have been satisfied in
          regard to the further shares, the Company may also sell or purchase
          the further shares.

     (2)  To give effect to any such sale or purchase, the Board may authorise
          some person to execute an instrument of transfer of the shares sold or
          purchased to, or in accordance with the directions of, the purchaser
          and an instrument of transfer executed by that person shall be as
          effective as if it had been executed by the holder of, or person
          entitled by transmission to, the shares. The transferee of any shares
          sold shall not be bound to see to the application of the purchase
          money, nor shall his title to the shares be affected by any
          irregularity in, or invalidity of, the proceedings in reference to the
          sale.

     (3)  The net proceeds of sale or purchase of shares shall belong to the
          Company which, for the period of six years after the transfer or
          purchase, shall be obliged to account to the former Shareholder or
          other person previously entitled as aforesaid for an amount equal to
          such proceeds and shall enter the name of such former Shareholder or
          other person in the books of the Company as a creditor for such
          amount.  No trust shall be created in respect of the debt, no interest
          shall be payable in respect of the same and the Company shall not be
          required to account for any money earned on the net proceeds, which
          may be employed in the business of the Company or invested in such
          investments as the Board from time to time thinks fit.  After the said

                                       67

 
          six-year period has passed, the net proceeds of share shall become the
          property of the Company, absolutely, and any rights of the former
          Shareholder or other person previously entitled as aforesaid shall
          terminate completely.

                                   WINDING UP
                                        
140. If the Company shall be wound up, the liquidator may, with the sanction of
     a Resolution of the Company and any other sanction required by the
     Companies Acts, divide amongst the Shareholders in specie or kind 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 purposes set such values
     as he deems fair upon any property to be divided as aforesaid.  Following
     settlement by the liquidator of the liabilities of the Company, the
     remaining assets of the Company shall be distributed to the Shareholders
     pro rata their shareholdings.  The liquidator may, with the like sanction,
     --------                                                                  
     vest the whole or any part of such assets in trustees upon such trust for
     the benefit of the contributories as the liquidator, with the like
     sanction, shall think fit, but so that no Shareholder shall be compelled to
     accept any shares or other assets upon which there is any liability.

                                   INDEMNITY
                                        
141. Subject to the proviso below, every Director, Officer, member of a
     committee constituted under Bye-Law 99 and any Resident Representative of
     the Company shall be indemnified out of the funds of the Company
     against all liabilities, loss, damage or expense (including but not limited
     to liabilities under contract, tort and statute or any applicable foreign
     law or regulation and all reasonable legal and other costs and expenses
     properly payable) incurred or suffered by him as such Director, Officer,
     committee 

                                       68

 
     member or Resident Representative and the indemnity contained in this Bye-
     Law shall extend to any person acting as a Director, Officer, committee
     member or Resident Representative in the reasonable belief that he has been
     so appointed or elected notwithstanding any defect in such appointment or
     election; PROVIDED ALWAYS that the indemnity contained in this Bye-Law
     shall not extend to any matter which would render it void pursuant to the
     Companies Acts.

142. Every Director, Officer, member of a committee duly constituted under Bye-
     Law 99 or Resident Representative of the Company shall be indemnified out
     of the funds of the Company against all liabilities incurred by him as such
     Director, Officer, committee member or Resident Representative in defending
     any proceedings, whether civil or criminal, in which judgement is given in
     his favour, or in which he is acquitted, or in connection with any
     application under the Companies Acts in which relief from liability is
     granted to him by the court.

143. To the extent that any Director, Officer, member of a committee duly
     constituted under Bye-Law 99 or Resident Representative is entitled to
     claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or
     discharged by him, the relative indemnity shall take effect as an
     obligation of the Company to reimburse the person making such payment or
     effecting such discharge.

144. Each Shareholder and the Company agree to waive any claim or right of
     action he or it may at any time have, whether individually or by or in the
     right of the Company, against any Director, Officer or member of a
     committee duly constituted under Bye-Law 99 on account of any action taken
     by such Director, Officer or member of a committee or the failure of such
     Director, Officer or member of a committee to take any action in the

                                       69

 
     performance of his duties with or for the Company; PROVIDED HOWEVER that
     such waiver shall not apply to any claims or rights of action arising out
     of the fraud of such Director, Officer or member of a committee duly
     constituted under Bye-Law 99 or to recover any gain, personal profit or
     advantage to which such Director, Officer or member of a committee duly
     constituted under Bye-Law 99 is not legally entitled.

145. Subject to the Companies Acts, expenses incurred in defending any civil or
     criminal action or proceeding for which indemnification is required
     pursuant to Bye-Laws 141 and 142 shall be paid by the Company in advance of
     the final disposition of such action or proceeding upon receipt of an
     undertaking by or on behalf of the indemnified party to repay such amount
     if it shall ultimately be determined that the indemnified party is not
     entitled to be indemnified pursuant to Bye-Laws 142 and 143 provided that
     no monies shall be paid hereunder unless payment of the same shall be
     authorised in the specific case upon a determination that indemnification
     of the Director or officer would be proper in the circumstances because he
     has met the standard of conduct which would entitle him to the
     indemnification thereby provided and such determination shall be made:

     (a)  by the Board, by a majority vote at a meeting duly constituted by a
          quorum of Directors not party to the proceedings or matter with regard
          to which the indemnification is, or would be, claimed; or

     (b)  in the case such a meeting cannot be constituted by lack of a
          disinterested quorum, by independent legal counsel in a written
          opinion; or

     (c)  by a majority vote of the Shareholders.

     Each Shareholder of the Company, by virtue of its acquisition and continued
     holding of a share, shall be deemed to have acknowledged and agreed that

                                       70

 
     the advances of funds may be made by the Company as aforesaid, and when
     made by the Company under this Bye-Law 145 are made to meet expenditures
     incurred for the purpose of enabling such Director, Officer, or member of a
     committee duly constituted under Bye-Law 99 to properly perform his or her
     duties as an officer of the Company.

                                  AMALGAMATION
                                        
146. Any Resolution proposed for consideration at any general meeting to approve
     the amalgamation of the Company with any other company, wherever
     incorporated, shall require the approval of a simple majority of votes cast
     at such meeting and the quorum for such meeting shall be that required in
     Bye-Law 54 and a poll may be demanded in respect of such Resolution in
     accordance with the provisions of Bye-Law 64.

                                  CONTINUATION

147. Subject to the Companies Act, the Shareholders may by Resolution approve
     the discontinuation of the Company in Bermuda and the continuation of the
     Company in a jurisdiction outside Bermuda.  The Shareholders, having
     resolved to approve the discontinuation of the Company, may by Resolution
     further resolve not to proceed with any application to discontinue the
     Company in Bermuda or may vary such application as they see fit.

                             ALTERATION OF BYE-LAWS
                                        
148. (1)  These Bye-Laws may be amended, from time to time by resolution of the
          Board, subject to approval by resolution at a General Meeting of the
          Shareholders.

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     (2)  The vote or consent of the holders of 75% of the issued shares and the
          approval of a majority of the Board shall be required to effect:-

          (a)  any amendments to the provisions of Bye-Laws 3, 34, 63 and this
               Bye-Law 148 provided that if the provisions of Bye-Law 3, 43 or
               63 are so amended or the Board and Shareholders upon receipt of a
               written request for approval approve, by an actual vote as
               described in Bye-Law 34(2), an otherwise prohibited transfer
               under Bye-Law 34(2), the Company will indemnify each holder of
               shares who becomes subject to treatment as a "United States
               shareholder" for purposes of Section 951 et. seq. of the Code as
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               a result of such amendment from and against any and all losses,
               costs, damages, liabilities and expenses arising out of, directly
               or indirectly, such treatment.  Notwithstanding the foregoing
               provisions of Bye-Law 148(2)(a), in no event shall the Company
               have any indemnity obligation under this Bye-Law with respect to
               any transfer of shares for which approval was required (whether
               or not granted) pursuant to Bye-Law 34(2) to any holder of shares
               who either (i) received such shares in connection with such
               transfer, or (ii) voted in favour of such transfer; and

          (b)  any amendment to the maximum or minimum number of Directors
               specified in Bye-Law 84.

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