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 the Shareholders
at the  Adjournment  of the 1999 Annual  General  Meeting of the Company held on
14th October,  1999 in substitution  of the Bye-laws  adopted on 22nd September,
1999.




                                                           Resident Secretary

 
                                    I N D E X
                                    ---------

BYE-LAW        SUBJECT                                                   PAGE
-------        -------                                                   ----

1              Interpretation                                             1-6
2              Registered Office                                            6
3-4            Share Rights                                               6,7
5-6            Modification of Rights                                     8,9
7-9            Shares                                                    9,10
10-13          Certificates                                             10,11
14-17          Lien                                                     11-13
18-23          Calls on Shares                                          14,15
24-30          Forfeiture of Shares                                     15-17
31-32          Register of Shareholders                                    17
33             Register of Directors and Officers                          17
34-37          Transfer of Shares                                       18-21
38-41          Transmission of Shares                                   21,22
42-44          Increase of Capital                                         23
45-46          Alteration of Capital                                    23,24
47-48          Reduction of Capital                                     24,25
49             General Meetings and Written Resolutions                 25,26
50-52          Notice of General Meetings                               26,27
53             General Meetings at more than one place                  27,28
54-60          Proceedings at General Meetings                          28-30
61-71          Voting                                                   30-35
72-77          Proxies and Corporate Representatives                    36-38
78-84          Appointment and Removal of Directors                     38-42
85             Resignation and Disqualification of Directors               42
86-89          Alternate Directors                                      42,43

 
BYE-LAW        SUBJECT                                            
-------        -------                                                   PAGE
                                                                         ----
90             Directors' Fees and Additional                                
               Remuneration and Expenses                                     
91             Directors' Interests                                        44
92-94          Powers and Duties of the Board                              45
95             Gratuities, Pensions and Insurance                       45-48
96-99          Delegation of the Board's Powers                            48
100-111        Proceedings of the Board                                 49-51
112            Officers                                                 51-54
113-115        Executive Directors                                         54
116            Minutes                                                     55
117-118        Secretary and Resident Representative                       56
119            The Seal                                                    56
120-126        Dividends and Other Payments                                57
127            Reserves                                                 57-60
128-129        Capitalisation of Profits                                   60
130            Record Dates                                             60,61
131-133        Accounting Records                                          61
134            Audit                                                       62
135-137        Service of Notices and Other Documents                      62
138            Destruction of Documents                                 63,64
139            Untraced Shareholders                                    64,65
140            Winding Up                                               65-67
141-145        Indemnity                                                   67
146            Amalgamation                                             68-70
147            Continuation                                                70
148            Alteration of Bye-Laws                                   70,71
                                                                        71,72
                                                                        

 
                                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 common 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 sanction of a resolution passed at a
         separate general meeting of the holders of common shares of that class,
         voting in person or by proxy and representing at least a majority of
         the votes cast by holders of common shares of that class at such
         separate general meeting. 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 common shares shall have only one Shareholder,
         one Shareholder present in person or by proxy shall constitute the
         necessary quorum. 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 or series of preferred shares for the
         time being issued may from time to time (whether or

                                       8

 
         not the Company is being wound up) be altered or abrogated with the
         requisite consent or vote of the holders of such class or series as
         will be set forth in a schedule to the Bye-Laws relating to such class
         or series at the time when such class or series is issued.

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 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

 
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 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

                                       10

 
         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 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.

                                       11

 
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 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;

                                       12

 
         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;

         (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

                                       13

 
                  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 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.

                                       14

 
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, 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-

                                       15

 
         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 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 

                                       16

 
         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 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.

                                       17

 
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.


                      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 

                                       18

 
                  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 without the approval of a majority of the
                  votes cast by Shareholders at a General Meeting called to
                  approve that transfer, 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 

                                       19

 
                  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.

         (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, 

                                       20

 
         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 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.

                                       21

 
                            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 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.

                                       22

 
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 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 

                                       23

 
         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.


                             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.

                                       24

 
         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 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

                                       25

 
                  requirements of the Companies Acts at such times and places as
                  the Board shall appoint. The Board or the Chairman or Co-
                  Chairman of the Board may, whenever each 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 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, 

                                       26

 
                  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 10 days notice in writing. The notice 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.

                                       27

 
                    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 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.

                                       28

 
         (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 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 

                                       29

 
         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 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.

                                       30

 
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 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 cast at such
         meeting; provided, however, that a resolution to remove any director
         pursuant to Bye-Law 85 must be approved by the vote of at least a
         majority of all issued and outstanding capital shares of the Company
         eligible to vote thereon.

                                       31

 
63.      (1)      Subject to Bye-Law 63(2) and to the limitations imposed by
                  the Board on voting under Bye-law 130, and subject to any
                  rights or restrictions attached to any class of shares, at any
                  meeting of the Company, each Shareholder present in person or
                  by proxy shall vote on a poll and 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, in the context of
                  a particular meeting of shareholders, confer only a fraction
                  of a vote according to the following formula (the "Cut-back
                  Formula"): AV multiplied by the applicable percentage set
                  forth in the definition of "Maximum Vote" divided by CS.

                  Where;            "AV" is the aggregate number of issued and
                                    outstanding common shares represented at the
                                    applicable meeting (without regard to any
                                    limitation on the number of votes any such
                                    shares may cast).

                                    "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 

                                       32

 
                                    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.
                                                 
                                    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 (a)
                                    represented at the applicable meeting, (b)
                                    not included in such Controlled Shares and
                                    (c) not held by other Over-the-Threshold
                                    Shareholders in accordance with the
                                    following formula (the "Reallocation
                                    Formula"):

                                       33

 
                                                    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. 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:

                                       34

 
                           "Maximum Vote" means (x) in the case of all
                           Shareholders other than CIBC, 9.5% of the total votes
                           cast by holders of common shares of the Company in
                           connection with any matter being voted on and (y) in
                           the case of CIBC in the aggregate, 20% of the total
                           votes cast by holders of common shares of the Company
                           in connection with any matter being voted on.

                           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.

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 

                                       35

 
         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 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.

                                       36

 
                     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 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.

                                       37

 
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 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, 

                                       38

 
         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
                                    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

                                       39

 
         (2)      [Intentionally Left Blank]


         (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. The Board of Directors shall from time to time by
                  resolution determine the number of A Directors, B Director and
                  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 2000, at which consideration is made of
                  financial statements for the period ending 31 December 1999,
                  and thereafter shall serve for a three-year terms, 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 

                                       40

 
                  2001, at which consideration is made of financial statements
                  for the period ending 31 December 2000, and thereafter shall
                  serve for a three-year terms, 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 2002, at which consideration is made of financial
                  statements for the period ending December 31, 2001, and
                  thereafter shall serve for a three-year terms, 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 shall be appointed a Director, unless:-

         (a)      In the case of an Annual or Special General Meeting, such
                  person is recommended by the Board; or

         (b)      In the case of an Annual General Meeting, not less than 120
                  nor more than 150 days before the date of the Company's proxy
                  statement released to Shareholders in connection with the
                  prior year's Annual General Meeting, notice executed by a
                  Shareholder (not being the person to be proposed) has been
                  received by the Secretary of the Company of the intention to
                  propose such 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 such person, 

                                       41

 
                  (ii) the principal occupation or employment of such person,
                  (iii) the class, series and number of shares of the Company
                  which are beneficially owned by such 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 such 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 such
                  person of his willingness to serve as a Director if so
                  elected; provided, however, that no Shareholder shall be
                  entitled to propose any person to be appointed, elected or re-
                  elected Director at any Special General Meeting.

82.      Except as otherwise required by the Companies Acts, the appointment of
         any person proposed as a Director shall be effected by a separate
         resolution voted on at a General Meeting pursuant to Bye-Law 62 herein.

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 may by Resolution determine (i) the minimum number of
         Directors, which shall be not less than 11 and which is hereby set at
         11 until such number is amended by a further Resolution and (ii) the
         maximum number of Directors, which shall not be more than 20 and which
         is hereby set at 20 until such number is amended by a further
         Resolution, and any vacancies on the Board shall be deemed casual

                                       42

 
         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 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;

                                       43

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

         (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.

                                       44

 
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 

                                       45

 
         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.

         
                              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 Board 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 

                                       46

 
                  Director for such period and upon such terms as the Board may
                  determine, and may be paid such extra remuneration therefor
                  (whether by way of salary, commission, participation in
                  profits or otherwise) as the Board may determine, and such
                  extra remuneration shall be in addition to any remuneration
                  provided for by or pursuant to any other Bye-Law.

         (2)      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 

                                       47

 
                  from any transaction or arrangement in which these Bye-Laws
                  allow 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 

                                       48

 
                  beneficial interest, any shares comprised in a trust in
                  which the 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 

                                       49

 
         money paid to the Company shall be signed, drawn, accepted, endorsed or
         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 

                                       50

 
                  exercise or purported exercise of their powers or otherwise in
                  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.

                                       51

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

                                       52

 
                  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 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 

                                       53

 
         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 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.

                                       54

 
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 

                                       55

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

                                       56

 
         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.

                                       57

 
                     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 

                                       58

 
                  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 

                                       59

 
                  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

                                       60

 
         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.

                                       61

 
                           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 

                                       62

 
         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, and entitled to
         vote at, General Meetings or entitled to express consent to corporate
         action in writing without a meeting. Any such record date may be on or
         at any time (i) not more than 60 days before any date on which such
         dividend, distribution, allotment or issue is declared, paid or made,
         (ii) not more than 60 days nor less than 10 days before the date of any
         such meetings and (iii) not more than 10 days after the date on which
         the resolution fixing the record date for a shareholder action by
         written consent is adopted by the Board.


                              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 

                                       63

 
         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.

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 

                                       64

 
         sufficient to prove that the notice or document was properly addressed,
         stamped and put in the post. In counting the period of notice that may
         be served on or delivered to any Shareholder by the Company pursuant to
         these Bye-laws, the date of posting and the date of receipt of the
         applicable notice shall be included in such period of notice.

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 

                                       65

 
         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 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

                                       66

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

                             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

                                       67

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

                                       68

 
                  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 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 

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         regulation and all reasonable legal and other costs and expenses
         properly payable) incurred or suffered by him as such Director,
         Officer, committee 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

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         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 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.

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         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 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.

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                            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.

         (2)      The vote or consent of the holders of 75% of the outstanding
                  capital shares of the Company entitled to vote 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,
                           62, 63, 85, 86, 91, 92, 141 and this Bye-Law 148,
                           provided that if the provisions of Bye-Law 3, 34 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 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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