Bye-Laws - Tyco International Ltd.


                                    BYE-LAWS


                                       OF


                             TYCO INTERNATIONAL LTD.

               (INCORPORATING ALL AMENDMENTS TO 27th MARCH, 2001)


                                      INDEX

1.    Interpretation......................................................1

SHARE CAPITAL AND VARIATION OF RIGHTS.....................................3

2.    Share capital.......................................................3
3.    Alteration of rights................................................3
4.    Effect of issuing shares ranking PARI PASSU.........................3
4A.   Issue and purchase of own shares....................................3
4B.   Redeemable preference shares........................................4
5.    Trusts not recognised...............................................4
5A.   Renunciation on allotment...........................................4
6.    Receipts in the case of joint holders...............................4
7.    Certificates........................................................4
8.    New certificates....................................................5
9.    Delivery of certificates............................................5

LIEN  ....................................................................5

10.   Company's lien......................................................5
10A.  Taxation............................................................5
11.   Power of sale.......................................................7
12.   Transfer on sale under lien.........................................7
13.   Application of proceeds of sale.....................................7

CALLS ON SHARES...........................................................7

14.   Calls...............................................................7
15.   When calls deemed to be made........................................7
16.   Interest on calls...................................................8
17.   Sums payable on allotment deemed to be calls........................8
18.   Differentiation between Members.....................................8
19.   Payment in advance..................................................8
20.   Liability of joint holders..........................................8

REGISTRATION OF MEMBERS...................................................8

21.   Registration of Members.............................................8
22.   Execution of transfer...............................................9

TRANSFER AND TRANSMISSION OF SHARES.......................................9

23.   Form of transfer....................................................9
24.   In what cases Directors may decline to register transfers...........9
25.   Transfer to be left at office and evidence to be given..............9
26.   Joint holders.......................................................9
27.   Notice of refusual..................................................9
28.   Recognition of legal personal representatives......................10
29.   Rights on death....................................................10
29A.  Destruction of records.............................................10
29B.  Untraced shareholders..............................................11


FORFEITURE OF SHARES.....................................................12

30.   If call or instalment not paid notice may be given.................12
31.   Form of notice.....................................................12
32.   If notice not complied with, shares may be forfeited...............12
33.   Notice of forfeiture...............................................12
34.   Forfeited share to become property of Company......................12
35.   Power to annul forfeiture..........................................13
36.   Arrears to be paid notwithstanding forfeiture......................13

ALTERATION OF CAPITAL....................................................13

37.   Consolidation and sub-division of capital..........................13
37A.  Procedure on consolidation.........................................13
38.   Increase of capital................................................14
39.   Reduction of capital...............................................14

MEETINGS OF THE COMPANY..................................................14

40.   Annual General Meeting.............................................14
41.   Special General Meeting............................................14
42.   Meeting called on requisition......................................14
43.   Quorum.............................................................16
44.   Validity of meeting called on short notice.........................16
45.   Power to adjourn General Meeting...................................16

VOTING AT MEETINGS.......................................................16

46.   Voting rights......................................................16
47.   Joint holders......................................................19
48.   Instrument appointing proxy to be in writing.......................20
49.   Delivery of proxy..................................................20
50.   Method of determining questions....................................20
51.   Voting on poll.....................................................21

DIRECTORS................................................................21

52.   Number and appointment of Directors................................21
53.   Qualification of Directors.........................................21
54.   When office of Director to be vacated..............................21
55.   General powers of Company vested in Directors......................22
56.   Appointment of attorney............................................22
57.   Power to fill casual vacancies.....................................22
58.   Power to appoint Chief Executive Officer...........................22
59.   Remuneration of Chief Execution Officer............................22
60.   Powers of Chief Executive Officer..................................22
61.   Power to appoint supervisor of financial affairs...................23
62.   Duties of Directors................................................23
63.   Power to delegate to committees....................................23
64.   Directors' interests...............................................23
65.   Remuneration of Directors..........................................26


66.   Meetings of Directors..............................................27
67.   Quorum.............................................................27
68.   Proceedings of committee...........................................27
69.   Validity of acts where appointment defective.......................27
70.   Resolution without meeting.........................................28
71.   Removal of Director................................................28
72.   Alternate Directors................................................28

MINUTES..................................................................28

73.   Minutes to be recorded.............................................28

OFFICERS OTHER THAN DIRECTORS............................................29

74.   Officers...........................................................29
75.   Who to be chairman of meeting......................................29
76.   Duties of Secretary................................................30

DIVIDENDS................................................................30

77.   Declaration........................................................30
78.   Revenue reserves...................................................30
79.   Declaration and payment according to amounts paid or credited as 
      paid on shares; apportionment......................................30
80.   Cash dividends to be payable in pounds Sterling or U.S. dollars or
      other currencies...................................................30
81.   Deduction from dividends...........................................31
82.   Payment otherwise than in cash.....................................31
83.   Unclaimed dividends................................................32

CAPITALISATION OF PROFITS AND RESERVES...................................32

84.   Power to capitalise................................................32
84A.  Power to effect a capitalisation issue with a cash option..........32
84B.  Power to grant scrip dividend options..............................33
85.   Powers incidental thereto..........................................35

BORROWING POWERS.........................................................35

86.   Powers to borrow and issue securities..............................35
87.   Specific mortgages to trustees.....................................36

ACCOUNTS.................................................................36

88.   Proper accounts to be kept.........................................36
89.   Statement of income to be laid before Members......................36
90.   Balance sheet......................................................36

AUDIT ...................................................................36

91.   Auditors...........................................................36
92.   Remuneration of Auditors...........................................37
93.   Vacancies in office of Auditors....................................37
94.   Duty to examine books, etc.........................................37


NOTICES..................................................................38

95.   How notice to be served............................................38
96.   Notices to joint holders...........................................38
97.   When deemed delivered..............................................38
98.   Members resident abroad............................................38
98A.  Notices served on non-Members......................................38

WINDING-UP...............................................................38

99.   Distribution IN SPECIE.............................................38

SEAL  ...................................................................39

100.  Custody of Seal....................................................39
100A. Overseas Seal......................................................39
100B. Securities Seal....................................................40

ALTERATION OF BYE-LAWS...................................................40

101.  Alteration of Bye-Laws.............................................40

INDEMNITY................................................................40

102.  Indemnity..........................................................40

INDIVIDUAL RESPONSIBILITY OF DIRECTORS...................................40

103.  Individual responsibility of Directors.............................40

TAKE-OVER OFFERS FOR THE COMPANY.........................................41

104.  Take-over offers for the Company...................................41


                                       1

                                    BYE-LAWS


                                       OF


                             TYCO INTERNATIONAL LTD.
               (INCORPORATING ALL AMENDMENTS TO 27TH MARCH, 2001)

1.    INTERPRETATION

      In these Bye-Laws, unless there is something in the subject or context
      inconsistent therewith:-

      "The Companies Acts" means every Bermuda statute from time to time in
      force concerning companies insofar as the same applies to the Company.

      "The Company" means ADT Limited(1).

      "The Directors" means the Directors for the time being of the Company.

      "Dividend" includes bonus.

      "Member" means a person or body corporate registered in the Register as
      the holder of shares in the Company.

      "Month" means calendar month.

      "Notice" means written notice unless otherwise specifically stated.

      "Paid up" includes credited as paid up.

      "The Register" means the Register of Members and includes any branch or
      sub-register.

      "The Registrar" means any person appointed to perform the duties of
      Registrar and if no such person shall be appointed means the Secretary.

      "The Seal" means the Common Seal of the Company or any Overseas Seal or
      any Securities Seal.

      "Secretary" means the person appointed to perform the duties of the
      Secretary of the Company and includes any Assistant or Acting Secretary.

----------
(1)   The name of the Company was changed from ADT Limited to Tyco International
      Ltd. on 2nd July, 1997.


                                       2


      "Signed" includes a signature or reproduction of a signature affixed by
      mechanical means and cognate expressions shall be construed accordingly.

      "Subsidiary" means any company or other legal entity which is for the time
      being controlled by the Company. For the purposes of this definition,
      control includes the right or power of the Company, whether directly or
      through some other company or legal entity which is so controlled:-

      (i)   to receive more than one-half of all distributions, whether of
            capital or revenue, at any time made by the Company or entity; or

      (ii)  to cast more than one-half of all the votes capable of being cast at
            any general meeting of such company or entity (but excluding any
            votes which are only exercisable upon the occurrence of any
            contingency); or

      (iii) to control the composition of the Board of Directors, Board of
            Management or equivalent executive body (or, if there is more than
            one such Board or body, any one of them) of, or otherwise to direct
            the management or policies of, such company or entity.

      "In writing" and "written" include printing, lithography, photography and
      other modes of representing or reproducing words in visible form.

      "May" shall be construed as permissive.

      "Shall" shall be construed as imperative.

      References in these Bye-Laws to shares or other securities being listed on
      a stock exchange shall include their being quoted or publicly traded on a
      stock exchange or other securities market, unless the context otherwise
      requires.

      References in these Bye-Laws to any statute or statutory provision shall
      include any statute or statutory provision which amends, extends,
      consolidates or replaces the same, or which has been amended, extended,
      consolidated or replaced by the same, and shall include any orders,
      regulations, instruments or other subordinate legislation made under the
      relevant statute.

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

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

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


                                       3


                      SHARE CAPITAL AND VARIATION OF RIGHTS

2.    SHARE CAPITAL

      The authorised share capital of the Company shall be in the amount and
      divided into the classes and having the rights set out in the Schedule to
      these Bye-Laws (as amended from time to time), which shall be deemed to be
      incorporated in and form part of this Bye-Law 2.

3.    ALTERATION OF RIGHTS

      If at any time the share capital is divided into different classes of
      shares, the rights attached to any class (unless otherwise provided by the
      terms of issue of the shares of that class) may, whether or not the
      Company is being wound up, be varied with the consent in writing of the
      holders of three-fourths of the issued shares of that class, or with the
      sanction of a resolution passed at a separate General Meeting of the
      holders of the shares of that class by a majority of three-fourths of such
      holders voting in person or by proxy. To any such separate General
      Meeting, all the provisions of these Bye-Laws as to Special General
      Meetings shall MUTATIS MUTANDIS apply but so that:-

      (a)   the necessary quorum shall be three or more persons holding or
            representing by proxy not less than one-third of the issued shares
            of the class;

      (b)   every holder of shares of the class shall be entitled on a poll to
            one vote for every share of such class held by him;

      (c)   any holder of shares of the class present in person or by proxy may
            demand a poll; and

      (d)   at any adjourned meeting two holders of the shares of the class
            present in person or by proxy (whatever the number of shares held by
            them) shall be a quorum.

4.    EFFECT OF ISSUING SHARES RANKING PARI PASSU WITH EXISTING SHARES

      The rights conferred upon the holders of the shares of any class issued
      with preferred or other rights shall not, unless otherwise expressly
      provided by the terms of issue of the shares of that class, be deemed to
      be varied by the creation or issue of further shares ranking PARI PASSU
      therewith.

4A.   ISSUE AND PURCHASE OF OWN SHARES

(1)   Subject to the rights conferred upon the holders of any class of shares,
      the Directors may exercise the powers of the Company to purchase its own
      shares and to allot, grant options over or otherwise dispose of shares
      which the Directors have been authorised 


                                       4


      to allot and issue by the Company in General Meeting upon such terms and
      subject to such conditions as they think fit.

(2)   The Directors of the Company may, subject to the provisions of the
      Companies Acts, at any time exercise the power of the Company to purchase
      its own shares conferred by paragraph (1) of this Bye-Law up to the
      maximum nominal amount of share capital authorised by resolution of the
      Company in General Meeting from time to time. The Directors are hereby
      authorised pursuant to Section 42A of The Companies Act 1981 of Bermuda to
      take all steps required to effect any such purchase.

4B.   REDEEMABLE PREFERENCE SHARES

      The terms and manner of redemption of any redeemable preference shares of
      the Company shall be either (a) as the Company may in General Meeting
      determine or (b) in the event that the Company in General Meeting may have
      so authorised, as the Directors or any committee thereof may by resolution
      determine before the allotment of such shares, such resolution to be
      attached as an appendix to these Bye-Laws.

5.    TRUSTS NOT RECOGNISED

      Save as herein otherwise provided, the Company shall be entitled to treat
      the registered holder of any share as the absolute owner thereof, and
      accordingly shall not, except as by statute required, be bound to
      recognise any equitable or other claim or interest in such share on the
      part of any other person.

5A.   RENUNCIATION ON ALLOTMENT

      The Directors may at any time after the allotment of any share but before
      any person has been entered in the Register of Members as the holder
      recognise a renunciation thereof by the allottee in favour of some other
      person and may accord to any allottee of a share a right to effect such
      renunciation upon and subject to such terms and conditions as the
      Directors may think fit to impose.

6.    RECEIPTS IN THE CASE OF JOINT HOLDERS

      If two or more persons are registered as joint holders of any shares, then
      any one of such joint holders may give effectual receipts for dividends or
      other monies payable in respect of the shares held by them as joint
      holders.

7.    CERTIFICATES

      Subject to the Companies Acts and to the conditions of issue of any share
      or class of shares, every Member shall be entitled to a certificate under
      the Seal specifying the shares held by him and whether the same are fully
      paid up and, if not, how much has been paid thereon provided that no
      certificate shall be issued to any Member who is designated as a nominee
      of an internationally recognised stock exchange unless such Member shall
      specifically request the Company to issue the same or to any Member 


                                       5


      whose shares are of a category designated by the Directors as being
      uncertificated. No certificate shall be issued representing shares of more
      than one class.

8.    NEW CERTIFICATES

      If any share certificate be worn out or defaced, then, upon production
      thereof to the Registrar, and on such reasonable indemnity as the
      Directors deem adequate being given, they shall order the same to be
      cancelled and shall issue a new certificate in lieu thereof without
      charge. If any such certificate be lost or destroyed, then upon proof
      thereof to the satisfaction of the Directors, and on such reasonable
      indemnity as the Directors deem adequate being given, a new certificate in
      lieu thereof shall be issued without charge. Subject as provided in
      Bye-Law 7, a Member who has transferred part of the shares comprised in
      his registered holding shall be entitled to a certificate for the balance
      without charge. Any two or more certificates representing shares of any
      one class held by any Member may at his request be cancelled and a single
      new certificate for such shares issued in lieu without charge. In the case
      of shares held jointly by several persons any such request may be made by
      any one of the joint holders.

9.    DELIVERY OF CERTIFICATES

      The certificate for shares registered in the names of two or more persons
      shall, unless otherwise directed by them in writing delivered to the
      Secretary, be delivered to the person first named on the Register.

                                      LIEN

10.   COMPANY'S LIEN

      The Company shall have a lien on every share (not being a fully paid
      share) for all monies (whether presently payable or not) called or payable
      at a fixed time in respect of that share, and the Company shall also have
      a lien on all shares (other than fully paid shares) standing registered in
      the name of a single person, for all monies presently payable by him or
      his estate to the Company; but the Directors may at any time declare any
      share to be wholly or in part exempt from the provisions of this Bye-Law.
      The Company's lien, if any, on a share shall extend to all dividends
      payable thereon.

10A.  TAXATION

      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 Member 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 Member by the Company 


                                       6


      on or in respect of any shares registered as aforesaid or for or on
      account or in respect of any Member and whether in consequence of:-

      (a)   the death of such Member;

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

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

      (d)   any other act or thing;

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

      (i)   the Company shall be fully indemnified by such Member 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 Member 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 Member under or in
            consequence of any such law together with interest at the rate of
            fifteen per cent. per annum thereon from 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 Member 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;

      (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 Member or his executor or administrator until such money
            and interest as aforesaid is set off or deducted as aforesaid or in
            case the same exceeds the amount of any such dividends or other
            monies as aforesaid then due or payable by the Company until such
            excess is paid to the Company.

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


                                       7


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

11.   POWER OF SALE

      The Company may sell, in such manner as the Directors may think fit, any
      shares 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 fourteen days after a notice stating and demanding
      payment of such part of the amount in respect of which the lien exists as
      is presently payable, has been given to the registered holder for the time
      being of the shares, or the person entitled thereto by reason of his death
      or bankruptcy.

12.   TRANSFER ON SALE UNDER LIEN

      To give effect to such sale the Directors may authorise some person to
      transfer the shares sold to the purchaser thereof. The purchaser shall be
      registered as the holder of the shares comprised in such transfer, and he
      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 in reference to the sale.

13.   APPLICATION OF PROCEEDS OF SALE

      The net proceeds of the sale after payment of the costs of such sale shall
      be received by the Company and applied in payment of such part of the
      amount in respect of which the lien exists as is presently payable and the
      residue, if any, shall (subject to a like lien for sums not presently
      payable as existed upon the shares before sale) be paid to the persons
      entitled to the shares at the date of the sale.

                                 CALLS ON SHARES

14.   CALLS

      The Directors may from time to time make calls upon the Members in respect
      of any monies unpaid on their shares and not by the conditions of the
      allotment thereof made payable at fixed times. A call may be revoked or
      postponed as the Directors may determine.

15.   WHEN CALLS DEEMED TO BE MADE

      A call shall be deemed to have been made at the time when the resolution
      of the Directors authorising the call was passed and may be required to be
      paid by instalments.


                                       8


16.   INTEREST ON CALLS

      If a sum called in respect of a share is not 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 payment thereof to the
      time of actual payment at such rate not exceeding fifteen per cent. per
      annum as the Directors may determine, but the Directors shall be at
      liberty to waive payment of such interest wholly or in part.

17.   SUMS PAYABLE ON ALLOTMENT DEEMED TO BE CALLS

      Any sum which by the terms of issue of a share becomes payable on
      allotment or at any fixed date shall for the purposes of these Bye-Laws be
      deemed to be a call duly made 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 and
      expenses, forfeiture or otherwise shall apply as if such sum had become
      payable by virtue of a call duly made and notified.

18.   DIFFERENTIATION BETWEEN MEMBERS

      The Directors may, on the issue of shares, differentiate between the
      holders as to the amount of calls to be paid and the times of payment.

19.   PAYMENT IN ADVANCE

      The Directors may, if they think fit, receive from any Member willing to
      advance the same, all or any part of the monies uncalled and unpaid upon
      any shares held by him, and upon all or any of the monies so advanced may
      pay interest at such rate not exceeding fifteen per cent. per annum as may
      be agreed between the Directors and the Member paying such sum in advance.

20.   LIABILITY OF JOINT HOLDERS

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

                             REGISTRATION OF MEMBERS

21.   REGISTRATION OF MEMBERS

      The Directors shall cause to be entered in the Register the particulars
      required by law and the Register shall be kept in such manner as to show
      at all times the Members for the time being and the shares respectively
      held by them. The Register shall be open for inspection at the office of
      the Registrar between 10.00 a.m. and 12.00 noon on every working day.


                                       9


                       TRANSFER AND TRANSMISSION OF SHARES

22.   EXECUTION OF TRANSFER

      Subject to the Companies Acts and these Bye-Laws, a share may be
      transferred in any manner which the Directors may approve. The Directors
      may require a transfer to be effected by an instrument signed by the
      transferor and, in the case of a partly paid share, also by the
      transferee. The transferor shall be deemed to remain the holder of such
      share until the name of the transferee is entered in the Register in
      respect thereof.

23.   FORM OF TRANSFER

      The instrument of transfer shall be in writing and in the usual common
      form or in any other form which the Directors may approve. The instrument
      of transfer may be on the back of the share certificate.

24.   IN WHAT CASES DIRECTORS MAY DECLINE TO REGISTER TRANSFERS

(1)   The Directors may decline to register any transfer of shares upon which
      the Company has a lien, and in the case of shares not fully paid up, may
      refuse to register a transfer to a transferee of whom they do not approve.

(2)   The Directors may decline to register any transfer of shares by a
      transferor or to a transferee on whom the Company has duly served a notice
      under Bye-Law 46 or under Bye-Law 104 (not being a transfer in compliance
      with such notice) during a period of suspension of voting and other rights
      in respect of such shares under Bye-Law 46.

25.   TRANSFER TO BE LEFT AT OFFICE AND EVIDENCE TO BE GIVEN

      Unless otherwise determined by the Directors, either generally or in such
      cases as they may specify, every instrument of transfer shall be left at
      the office of the Registrar for registration, accompanied by the
      certificate of the shares to be transferred, and such other evidence as
      the Registrar may require to prove the title of the transferor, or his
      right to transfer the shares.

26.   JOINT HOLDERS

      Without prejudice to the generality of the provisions of Bye-Law 24, the
      Directors may refuse to register any transfer of shares (whether fully
      paid or not) in favour of more than four persons jointly.

27.   NOTICE OF REFUSAL

      If the Directors refuse to register a transfer they shall within two
      months after the date on which the transfer was lodged with the Company
      send to the transferee a notice of refusal.


                                       10


28.   RECOGNITION OF LEGAL PERSONAL REPRESENTATIVES OF DECEASED MEMBER

      In the case of the death of a Member the survivor or survivors where the
      deceased was a joint holder, and the legal personal representatives of the
      deceased where he was a sole holder, shall be the only persons recognised
      by the Company as having any title to his interest in the shares; but
      nothing in this Bye-Law contained shall release the estate of a deceased
      joint holder from any liability in respect of any share which had been
      jointly held by him with any other person.

29.   RIGHTS ON DEATH

      Any person becoming entitled to shares in consequence of the death of a
      Member, upon producing such evidence as the Directors may deem sufficient,
      may be registered as a Member in respect of such shares, or may, subject
      to Bye-Law 24, transfer such shares to some other person by executing an
      instrument of transfer in accordance with Bye-Law 23 above.

29A.  DESTRUCTION OF RECORDS

      The Company shall be entitled to destroy all instruments of transfer which
      have been registered at any time after the expiration of six years from
      the date of registration thereof and all dividend mandates 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 the cancellation thereof and 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 and every instrument of transfer so
      destroyed was a valid and effective certificate duly and properly
      cancelled and 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;

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


                                       11


29B.  UNTRACED SHAREHOLDERS

      The Company shall be entitled to sell at the best price reasonably
      obtainable at the time of sale the shares of a Member or the shares to
      which a person is entitled by virtue of the transmission on death or
      bankruptcy if and provided that:

      (i)   during the period of six years prior to the date of the publication
            of the advertisement referred to in paragraph (ii) below no dividend
            (or cash option duly exercised in relation to a capitalisation
            issue) in respect of those shares has been claimed and all share
            certificates for shares issued under a capitalisation issue or under
            a scrip dividend option for which an election has duly been made
            have been returned to the Company unclaimed provided that at least
            two payments of dividends and/or capitalisation issues and/or scrip
            dividend issues have taken place in relation to the shares in
            question during such six year period; and

      (ii)  the Company shall on expiry of the said period of six years have
            inserted an advertisement in a newspaper circulating in the area of
            the address at which service of notices upon such Member or other
            person may be effected in accordance with these Bye-Laws, giving
            notice of its intention to sell the said shares; and

      (iii) during the said period of six years and the period of three months
            following the publication of the said advertisement the Company
            shall have received indication neither of the whereabouts nor of the
            existence of such Member or person; and

      (iv)  notice shall have been given to any stock exchange upon which the
            shares in question are listed for the time being of its intention to
            make such sale.

      To give effect to any such sale the Company may appoint any person to
      execute as transferor an instrument of transfer of the said shares and
      such instrument of transfer shall be as effective as if it had been
      executed by the registered holder of or person entitled by transmission to
      such shares and the title of the transferee shall not be affected by any
      irregularity. The net proceeds of sale shall belong to the Company which
      shall be obliged to account to the former Member or other person
      previously entitled as aforesaid for an amount equal to such proceeds and
      shall enter the name of such former Member or other person in the books of
      the Company as a creditor for such amount. No trust shall be created in
      respect of the debt, no interest shall be payable in respect of the same
      and the Company shall not be required to account for any money earned on
      the net proceeds, which may be employed in the business of the Company or
      invested in such investments as the Directors may from time to time think
      fit.


                                       12


                              FORFEITURE OF SHARES

30.   IF CALL OR INSTALMENT NOT PAID NOTICE MAY BE GIVEN

      If any Member fails to pay any call or instalment on or before the day
      appointed for payment of the same, the Directors may at any time
      thereafter, during such time as the call or instalment remains unpaid,
      serve a notice on such Member requiring him to pay the same, together with
      any interest that may have accrued, and all expenses that may have been
      incurred by the Company by reason of such non-payment.

31.   FORM OF NOTICE

      The notice shall name a day (not less than fourteen days from the date of
      the notice), and a place on and at which such call or instalment and such
      interest and expenses as aforesaid are to be paid. The notice shall also
      state that in the event of non-payment at or before the time and at the
      place appointed, the shares in respect of which the call was made or
      instalment is payable will be liable to be forfeited.

32.   IF NOTICE NOT COMPLIED WITH, SHARES MAY BE FORFEITED

      If the requisitions of any such notice as aforesaid are not complied with,
      any shares in respect of which such notice has been given may, at any time
      thereafter, before payment of all calls or instalments, interest and
      expenses due in respect thereof, be forfeited by resolution of the
      Directors to that effect. Such forfeiture shall include all dividends
      declared or accruing in respect of the forfeited shares, and not actually
      paid before forfeiture.

33.   NOTICE OF FORFEITURE

      When any share shall have been so forfeited, notice of the resolution
      shall be given to the person in whose name it stood immediately before the
      forfeiture, and an entry of the forfeiture, with the date thereof, shall
      forthwith be made in the Register.

34.   FORFEITED SHARE TO BECOME PROPERTY OF COMPANY

      Any share so forfeited shall be deemed to be the property of the Company,
      and the Directors may sell, re-allot, or otherwise dispose of the same in
      such manner as they think fit. A statutory declaration in writing that the
      declarant is a Director or the Secretary of the Company and that a share
      has been duly forfeited or surrendered or sold to satisfy a lien of the
      Company on a date stated in the declaration shall be conclusive evidence
      of the facts therein stated as against all persons claiming to be entitled
      to the share. Such declaration and the receipt of the Company for the
      consideration (if any) given for the share on the sale, re-allotment or
      disposal thereof together with the share certificate delivered to a
      purchaser or allottee thereof shall (subject to the execution of a
      transfer if the same be required) constitute good title to the share and
      the person to whom the share is sold, re-allotted or disposed of shall be
      registered as the holder of the share and shall not be bound to see to the
      application of 


                                       13


      the purchase money (if any) nor shall his title to the share be affected
      by any irregularity or invalidity in the proceedings in reference to the
      forfeiture, surrender, sale, re-allotment or disposal of the share.

35.   POWER TO ANNUL FORFEITURE

      The Directors may, at any time before any shares so forfeited shall have
      been sold, re-allotted or otherwise disposed of, annul the forfeiture
      thereof upon such conditions as they think fit.

36.   ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

      Any person whose shares have been forfeited shall, notwithstanding, be
      liable to pay, and shall forthwith pay to the Company, all calls,
      instalments, interest and expenses owing upon or in respect of such shares
      at the time of the forfeiture, together with interest thereon from the
      time of forfeiture until payment at seven per cent. per annum, and the
      Directors may enforce the payment thereof if they think fit.

                              ALTERATION OF CAPITAL

37.   CONSOLIDATION AND SUB-DIVISION OF CAPITAL

      Subject to the provisions of the Companies Acts, the Company in General
      Meeting may by resolution:-

      (a)   consolidate and divide its share capital into shares of a larger par
            value than that fixed by the Company's Memorandum of Association;

      (b)   sub-divide its shares into shares of a smaller par value than that
            fixed by the Company's Memorandum of Association;

      (c)   cancel shares which, at the date of the passing of such resolution
            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.

37A.  PROCEDURE ON CONSOLIDATION

      Upon any consolidation of fully-paid shares into shares of larger amount
      the Directors may settle any difficulty which may arise with regard
      thereto and in particular may as between the holders of shares so
      consolidated determine which shares are consolidated into each
      consolidated share and in the case of any shares registered in the name of
      one holder (or joint holders) being consolidated with shares registered in
      the name of another holder (or joint holders) may make such arrangements
      for the allocation, acceptance or sale of the consolidated share and for
      the distribution among the persons entitled thereto of any monies received
      in respect thereof as may be thought fit and for the purpose of giving
      effect thereto may appoint some person to transfer the consolidated share
      or any fractions thereof and to receive the purchase 


                                       14


      price thereof and any transfer executed in pursuance thereof shall be
      effective and after such transfer has been registered no person shall be
      entitled to question its validity.

38.   INCREASE OF CAPITAL

      Subject to the provisions of the Companies Acts, the Company in General
      Meeting may by resolution increase its share capital to such sum as the
      resolution shall prescribe.

39.   REDUCTION OF CAPITAL

      Subject to the provisions of the Companies Acts, the Company in General
      Meeting may by resolution reduce its share capital to such sum not less
      than the minimum share capital prescribed by the Company's Memorandum of
      Association as the resolution shall prescribe.

                             MEETINGS OF THE COMPANY

40.   ANNUAL GENERAL MEETING

      The Annual General Meeting of the Company shall be held once at least in
      every calendar year at such place as may be designated in the notice of
      meeting and a notice of such meeting shall be given by mail, telex or
      cable to each Member at his address as shown in the Register, at least
      five days before the meeting takes place, stating the time, date and place
      and, as far as practicable, the objects of the meeting.

41.   SPECIAL GENERAL MEETING

      The Directors may convene a Special General Meeting of the Company at such
      place as may be designated in the notice of meeting whenever in their
      judgment such a meeting is necessary and such meeting shall be convened by
      notice in like manner as the Annual General Meeting, at least five days
      before the meeting takes place. Such notice shall state the time, date and
      place, and as far as practicable, the objects of the meeting.

42.   MEETING CALLED ON REQUISITION

      A Special General Meeting of the Company called on the written requisition
      of Members holding at the date of the deposit of the requisition not less
      than one-tenth part in value of the paid-up capital of the Company as at
      the date of the deposit carries the right of voting at General Meetings of
      the Company shall be convened by notice in like manner as the Annual
      General Meeting.


                                       15


43.   QUORUM

      At any General Meeting of the Company not less than two holders of Common
      Shares present either in person or by proxy, shall form a quorum for the
      transaction of business and if a quorum does not assemble within half an
      hour after the time appointed for the meeting, the meeting, if convened on
      the requisition of Members, shall be dissolved and in any other case shall
      be adjourned to a future date as determined by the Directors. The
      Directors shall give notice of the adjourned meeting in such manner as
      they consider expedient.

44.   VALIDITY OF MEETING CALLED ON SHORT NOTICE

      A meeting of the Company shall, notwithstanding that it is called by
      shorter notice than that specified in Bye-Laws 40 and 41, be deemed to
      have been duly called if it is agreed (a) in the case of a meeting called
      as the Annual General Meeting, by all the Members entitled to attend and
      vote thereat and (b) in the case of any other meeting, by a majority in
      number of the Members having a right to attend and vote thereat, being a
      majority together holding not less than ninety-five per cent. in nominal
      value of the shares giving the right to attend and vote at the meeting.

45.   POWER TO ADJOURN GENERAL MEETING

      The chairman of the meeting may, with the consent of the meeting, and
      shall, if so directed by the meeting or (prior to or at the meeting) by
      the Board of Directors (or a duly authorised committee thereof), adjourn
      the meeting, from time to time and from place to place as the chairman of
      the meeting shall determine (subject to any directions from the Board of
      Directors or a duly authorised committee thereof). Whenever a meeting is
      adjourned for more than five days, the Directors shall give notice of the
      adjourned meeting in such manner as they consider expedient. No business
      shall be transacted at any adjourned meeting other than the business which
      might have been transacted at the meeting from which the adjournment took
      place.

                               VOTING AT MEETINGS

46.   VOTING RIGHTS

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

      Provided that no Member shall be entitled (save as proxy for another
      Member) to be present or vote at any meeting, either personally or by
      proxy, or to exercise any privilege in relation to meetings of the Company
      conferred by membership, or be reckoned in a quorum:-


                                       16


      (A)   in respect of any share held by him (whether alone or jointly with
            any other person) on which there shall not have been paid all calls
            for the time being due and payable, together with interest and
            expenses (if any); or

      (B)   in respect of any shares held by him in relation to which he or any
            person appearing to be interested in such shares has been duly
            served with a notice under paragraph (2) of this Bye-Law which:-

            (i)   requires  him or such other  person to give  information  to
                  the Company in accordance with such paragraph; and

            (ii)  contains a statement to the effect that upon failure to supply
                  such information before the expiry of a period specified in
                  such notice (being such reasonable period as the Directors
                  shall determine from the date of service of such notice) the
                  registered holder of such shares shall not be entitled to vote
                  or otherwise exercise the rights referred to in this Bye-Law

            and the person on whom such notice was served fails to supply such
            information within the period so specified.

            Provided that:-

            (a)   the Company shall be entitled to serve a notice under
                  paragraph (2) of this Bye-Law which fulfils sub-sub-paragraphs
                  (i) and (ii) above on a person who is not the registered
                  holder of shares in the Company only if the registered holder
                  of the shares in question has previously been, or is
                  simultaneously with the service of such a notice, served by
                  the Company with a notice under paragraph (2) of this Bye-Law;
                  and

            (b)   the disqualification provisions of this sub-paragraph (B)
                  shall take effect only upon the service on the registered
                  holder of the shares in question of a notice to the effect
                  that he has thereby become subject to the said
                  disqualification for so long as the information requested
                  pursuant to this sub-paragraph (B) has not been supplied to
                  the Company and for a period of ninety days thereafter; and

            (c)   for the purpose of this sub-paragraph (B) a person shall be
                  treated as appearing to be interested in any shares if (after
                  taking into account any information supplied in response to
                  any notice under paragraph (2) of this Bye-Law and any other
                  information) the Company knows or has reasonable cause to
                  believe that the person in question is or may be interested in
                  the shares.

      (C)   in respect of any shares held by him in relation to which he or any
            person appearing to be interested in such shares has been duly
            served with a notice under Bye-Law 104 which:


                                       17


            (i)   requires him or such other person to make an offer in
                  accordance with, or otherwise comply with the terms of, such
                  Bye-Law; and

            (ii)  contains a statement to the effect that upon failure to make
                  such an offer before the expiry of a period specified in such
                  notice (being not less than twenty-eight days from the date of
                  service of such notice) or, having made such an offer or
                  acquired such shares in contravention of a notice served under
                  that Bye-Law, otherwise fails to comply with the provisions of
                  Bye-Law 104 the registered holder of such shares shall not be
                  entitled to vote or otherwise exercise the rights referred to
                  in this Bye-Law

            and the person on whom such notice was served fails to make such an
            offer within the period so specified or fails to remedy such
            non-compliance.

            Provided that:-

            (a)   the Company shall be entitled to serve a notice under
                  paragraph (2) of this Bye-Law which fulfils sub-sub-paragraphs
                  (i) and (ii) above on a person who is not the registered
                  holder of shares in the Company only if the registered holder
                  of the shares in question has previously been, or is,
                  simultaneously with the service of such a notice, served by
                  the Company with a notice under Bye-Law 104; and

            (b)   the disqualification provisions of this sub-paragraph (C)
                  shall take effect only upon the service on the registered
                  holder of the shares in question of a notice to the effect
                  that he has thereby become subject to the said
                  disqualification and shall subsist until an offer is made in
                  accordance with Bye-Law 104 and such offer becomes or is
                  declared unconditional in all respects in accordance with its
                  terms.

      (D)   in respect of any shares in relation to which he and any person
            specified in paragraph (3) of this Bye-Law has been duly served with
            a notice under paragraph (3) which remains in effect.

(2)   (A)   The Company may by notice in writing require any person whom the
            Company knows or has reasonable cause to believe to be interested in
            shares in the Company to indicate whether or not it is the case and,
            where that person holds any interest in any such shares, to give
            such further information as may be required in accordance with
            sub-paragraph (B) below.

      (B)   Any such notice may require the person to whom it is addressed to
            give particulars of his own present interests in shares in the
            Company.

      (C)   The particulars referred to above include particulars of the
            identity of persons interested in the shares in question and of
            whether persons interested in the same shares are parties to any
            agreement or arrangement relating to the exercise of any of the
            rights conferred by the holding of the shares.


                                       18


      (D)   A notice under this Bye-Law shall require any information given in
            response to the notice to be given in writing within such reasonable
            time as the Directors may determine and is specified in the notice.

      (E)   For the purposes of this Bye-Law, a person who is interested in a
            right to subscribe for or convert into shares in the Company shall
            be deemed to be interested in shares in the Company and references
            to interests in shares shall include any interest whatsoever in such
            shares including, without limitation, a right to control directly or
            indirectly the exercise of any right conferred by the holding of
            shares alone or in conjunction with a person deemed to be acting in
            concert for the purposes of Bye-Law 104 and the interest of any
            person shall be deemed to include the interest of any other person
            deemed to be acting in concert as aforesaid.

      (F)   A notice which has taken effect under this Bye-Law shall remain in
            effect in accordance with its terms following a transfer of the
            shares to which it relates unless and until the Directors determine
            otherwise and notify the registered holder accordingly.

      (G)   The right to receive payments of income or capital which become due
            or payable in respect of any share during a period of
            disqualification applicable to such share under this Bye-Law shall
            be suspended during such period of disqualification without any
            liability of the Company to the Member for late payment or
            non-payment and the Company may retain such sums for its own use and
            benefit during such period of suspension and the holders of such
            shares may, in the discretion of the Directors, be excluded from
            participation in any further issue of shares by reference to an
            existing holding of shares at a point in time during such period of
            suspension. No trust shall be created in respect of any such 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 such
            amount, which may be employed in the business of the Company or
            invested in such investments as the Directors may from time to time
            think fit.

(3)   (A)   Where any person whether alone or in circumstances where for the
            purposes of Bye-Law 104 he is acting in concert with other persons
            acquires or has acquired interests in shares which (including the
            interests of persons with whom he is acting in concert as aforesaid)
            amount to three per cent. or more of the issued share capital of any
            class of the Company he shall within two days following the date on
            which he became aware (or ought reasonably to have become aware) of
            the acquisition of such an interest notify the Company of the
            existence of such interest and shall in making such notification to
            the Company also supply the particulars referred to in
            sub-paragraphs (2)(B) and (2)(C) above and so long as his interest
            as aforesaid amounts to three per cent. or more of the issued share
            capital of any class of the Company he shall notify the Company of
            any change in his interests (including the interests of persons with
            whom he is acting in concert as aforesaid) amounting to one per
            cent. or more of the issued share capital of any class of the
            Company within two days 


                                       19


            following the date on which he became aware (or ought reasonably to
            have become aware) of such change.

      (B)   If any person has failed to make a notification in accordance with
            sub-paragraph (3)(A) above (notwithstanding that such notification
            has been made after the said period of two days) the Directors may
            serve a notice on such person stating that the registered holder of
            the shares in which that person is interested shall not be entitled
            to vote or otherwise exercise the rights referred to in this Bye-Law
            in respect of any shares or a number of shares specified in the
            notice held by that registered holder during the one hundred and
            eighty days following the service of such notice provided that the
            registered holder of such shares has previously been, or is
            simultaneously with the service of such a notice, served with a
            notice under this sub-paragraph.

      (C)   If the Directors resolve that they have reasonable cause to believe
            that a person is or may be interested in shares of the Company or
            that any such shares are or may be shares in which any person is
            interested and that they have made reasonable enquiries to establish
            whether a person is so interested, or whether they are such shares,
            as the case may be, such person shall for the purposes of this
            Bye-Law be deemed to be interested in shares or, as the case may be,
            such shares shall be deemed to be shares in which such person is
            interested, from the date of such resolution until any such time as
            the Directors resolve otherwise.

      (D)   Any belief, resolution or decision of the Directors which is held or
            made in pursuance or purported pursuance of any of the provisions of
            this Bye-Law shall be conclusive, final and binding on all persons
            concerned, and the validity of any act or thing which is done or
            caused to be done by the Directors in pursuance or purported
            pursuance of any of such provisions shall not be capable of being
            impeached by anyone on the ground that there was not any basis or
            reasonable basis on which the Directors could have arrived at any
            such belief or made any such resolution or decision, or on the
            ground that any conclusion of fact on which the Directors relied or
            might have relied for the purposes of arriving at any such belief or
            making any such resolution or decision was incorrect, or on any
            other ground whatsoever.

      (E)   In calculating the number of days allowed for any notification to be
            made under this Bye-Law 46(3), any day which is a Saturday or Sunday
            shall be disregarded.

47.   JOINT HOLDERS

      When there are joint holders of any shares any one of such persons may
      exercise such voting rights as may attach to such shares, either
      personally or by proxy, as if he were solely entitled thereto; and if more
      than one of such joint holders be present at any General Meeting,
      personally or by proxy, that one of the said persons whose name stands
      first on the Register in respect of such shares shall alone be entitled to
      exercise 


                                       20


      the voting rights in respect thereof. Several executors or administrators
      of a deceased Member in whose name any share stands shall for the purposes
      of this Bye-Law be deemed joint holders thereof.

48.   INSTRUMENT APPOINTING PROXY TO BE IN WRITING

(1)   The instrument appointing a proxy shall be in writing under the hand of
      the appointer or of his attorney, or, if such appointer is a company,
      either under the hand of any duly appointed director or officer of such
      company or under its common seal. The instrument appointing a proxy shall
      be in any usual or common form or any other form which the Directors shall
      from time to time approve or accept. No person shall be appointed a proxy
      who is not a Member.

(2)   The provisions of paragraph (1) of this Bye-Law 48 are in addition to and
      not in derogation of any other statutory or other provision enabling a
      company (wherever incorporated) which is a Member in this Company to
      authorise a person to act as its representative at a meeting of the
      Members of this Company.

49.   DELIVERY OF PROXY

      An instrument either appointing a proxy or evidencing an authorisation
      made in the manner referred to in paragraph (2) of Bye-Law 48 shall be
      left with the Registrar (or such other person or persons as may be stated
      in the form of proxy circulated with the notice of meeting) not less than
      24 hours, or such shorter time as may be stated in the form of proxy
      circulated with the notice of the meeting, before the holding of the
      meeting or adjourned meeting, as the case may be, at which the person
      named in such instrument proposes to vote.

50.   METHOD OF DETERMINING QUESTIONS

(1)   Subject to the provisions of paragraph (3) of this Bye-Law 50, any
      question proposed for consideration of the Members at any meeting shall be
      decided on a show of hands and in such case, but subject to Bye-Law 46,
      every Member present in person at such meeting shall be entitled to one
      vote and shall cast such vote by raising his hand.

(2)   At any meeting of the Members a declaration by the chairman that a
      question proposed for consideration has, on a show of hands, been carried,
      or carried unanimously or by a particular majority or lost then, an entry
      to that effect in the minute book shall, subject to the provisions of
      paragraph (3) of this Bye-Law 50, be conclusive evidence of that fact
      without proof of the number or proportion of the votes recorded in favour
      or against such question.

(3)   Notwithstanding the provisions of paragraph (1) of this Bye-Law 50 but
      subject to Bye-Law 46, at any General Meeting of the Company it shall be
      lawful, in respect of any question proposed for consideration of the
      Members (whether before or on the declaration of a show of hands as
      provided for in paragraph (2) of this Bye-Law 50) for a poll to be
      demanded by any of the following persons: -


                                       21


      (a)   the Chairman of such meeting; or

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

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

51.   VOTING ON POLL

      Where a poll has been demanded, such poll shall be taken in the manner
      provided by the Companies Acts.

                                    DIRECTORS

52.   NUMBER AND APPOINTMENT OF DIRECTORS

(A)   The number of Directors shall be such number not less than two as the
      Company in General Meeting may from time to time determine.

(B)   No person other than a Director retiring at the meeting shall, unless
      recommended by the Directors, be eligible for election to the office of
      Director at any general meeting unless, not less than six and not more
      than twenty-eight clear days before the day appointed for the meeting,
      there has been given to the Secretary notice in writing by some Member
      (not being the person to be proposed) entitled to attend and vote at the
      meeting for which such notice is given of his intention to propose such
      person for election and also notice in writing signed by the person to be
      proposed of his willingness to be elected.

53.   QUALIFICATION OF DIRECTORS

      The qualification of a Director shall be the holding of one share of the
      Company.

54.   WHEN OFFICE OF DIRECTOR TO BE VACATED

      The office of a Director shall IPSO FACTO be vacated:-

      (1)   if he ceases to be a Member;

      (2)   if by notice in writing to the Company he resigns his office;

      (3)   if he shall be removed from office  pursuant to the  provisions of
            Bye-Law 71.


                                       22


55.   GENERAL POWERS OF COMPANY VESTED IN DIRECTORS

      The business of the Company shall be managed outside the United Kingdom by
      the Directors, who may pay all expenses incurred in promoting and
      incorporating the Company, and who, in addition to the powers and
      authorities by these Bye-Laws or otherwise expressly conferred upon them,
      may exercise all such powers and do all such acts and things as may be
      exercised or done by the Company and are not hereby or by statute
      expressly directed to be exercised or done by the Company in General
      Meeting subject nevertheless to the provisions of any statute, and of
      these Bye-Laws.

56.   APPOINTMENT OF ATTORNEY

      The Directors may from time to time and at any time by power of attorney
      appoint any person to be the attorney of the Company for such purposes and
      with such powers, authorities and discretions (not exceeding those vested
      in the Directors) and for such period and subject to such conditions as
      they may think fit, and such powers of attorney may contain such
      provisions for the protection and convenience of persons dealing with any
      such attorneys as the Directors may think fit and may also authorise any
      such attorney to delegate all or any of the powers, authorities and
      discretions vested in him.

57.   POWER TO FILL CASUAL VACANCIES

      The Directors shall have power from time to time and at any time to
      appoint any qualified person to fill a casual vacancy in the Board of
      Directors who shall hold office until the next following Annual General
      Meeting, and the continuing Directors may act notwithstanding any vacancy
      in their number.

58.   POWER TO APPOINT CHIEF EXECUTIVE OFFICER

      The Directors may, from time to time, appoint one or more of their body to
      be a Chief Executive Officer of the Company, either for a fixed term or
      without any limitation as to the period for which he or they is or are to
      hold such office, and may from time to time remove or dismiss him or them
      from office and appoint another or others in his or their place or places.

59.   REMUNERATION OF CHIEF EXECUTIVE OFFICER

      The remuneration of a Chief Executive Officer shall from time to time be
      fixed by the Directors, and may be by way of salary, or commission, or
      participation in profits, or by any or all of those modes.

60.   POWERS OF CHIEF EXECUTIVE OFFICER

      The Directors may from time to time entrust to and confer upon a Chief
      Executive Officer for the time being such of the powers exercisable by the
      Directors as they think fit, and may confer such powers for such time, and
      to be exercised for such 


                                       23


      objects and purposes, and upon such terms and conditions, and with such
      restrictions as they think expedient; and they may confer such powers,
      either collaterally with, or to the exclusion of, and in substitution for,
      all or any of the powers of the Directors in that behalf; and may from
      time to time revoke, withdraw, alter, or vary all or any of such powers.

61.   POWER TO APPOINT SUPERVISOR OF FINANCIAL AFFAIRS

      The Directors may from time to time appoint a person to exercise a general
      supervision over the financial affairs of the Company in accordance with
      and subject to the directions of the Directors. Such person shall submit
      all accounts and vouchers to the Directors and/or to the Auditors whenever
      so required and shall conform to such regulations and directions as the
      Directors shall prescribe. Such person shall give to the Company such
      security for the faithful performance of his duties in such manner as the
      Directors shall from time to time require.

62.   DUTIES OF DIRECTORS

      The Directors shall exercise a general supervision over the financial
      affairs of the Company and shall be responsible for the correct keeping of
      the books and for the safe keeping of all monies and securities of the
      Company, and shall submit their accounts and vouchers to the Auditors
      whenever required so to do.

63.   POWER TO DELEGATE TO COMMITTEES

      The Directors may delegate any of their powers to committees consisting of
      two or more of the Directors and (if thought fit) one or more other
      persons co-opted as hereinafter provided but every such committee shall
      conform to such directions as the Directors shall impose on them. Any such
      directions may provide for or authorise the co-option to the committee of
      persons other than Directors and for such co-opted members to have voting
      rights as members of the committee but so that (a) the number of co-opted
      members shall be less than one half of the total number of members of the
      committee and (b) no resolution of the committee shall be effective unless
      a majority of the members of the committee present at the meeting are
      Directors.

64.   DIRECTORS' INTERESTS

(1)   A Director may hold any other office or place of profit under the Company
      (other than the office of Auditor) in conjunction with his office of
      Director for such period and on such terms (as to remuneration and
      otherwise) as the Directors may from time to time determine.

(2)   Any Director may act by himself or his firm in a professional capacity for
      the Company, and he or his firm shall be entitled to remuneration for
      professional services as if he were not a Director, provided that nothing
      herein contained shall authorise a Director or his firm to act as Auditor
      to the Company.


                                       24


(3)   A Director of the Company may be or become a director or other officer of,
      or otherwise interested in, any company promoted by the Company or in
      which the Company may be interested, and shall not be liable to account to
      the Company or the Members for any remuneration, profit or other benefit
      received by him as a director or officer of or from his interest in such
      other company. The Director 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)   A Director shall not vote or be counted in the quorum on any resolution of
      the Directors concerning his own appointment as the holder of any office
      or place of profit with the Company or any other company in which the
      Company is interested (including the arrangement or variation of the terms
      thereof, or the termination thereof).

(5)   Where arrangements are under consideration concerning the appointment
      (including the arrangement or variation of the terms thereof, or the
      termination thereof) of two or more Directors to offices or places of
      profit with the Company or any other company in which the Company is
      interested, a separate resolution may be put in relation to each Director
      and in such case each of the Directors concerned shall be entitled to vote
      (and be counted in the quorum) in respect of each resolution except that
      concerning his own appointment (or the arrangement or variation of the
      terms thereof, or the termination thereof) and except (in the case of an
      office or place of profit with any such other company as aforesaid) where
      the other company is a company in which the Director owns one per cent. or
      more.

(6)   Subject to the laws of Bermuda and to the next paragraph of this Bye-Law,
      no Director or proposed or intending Director shall be disqualified by his
      office from contracting with the Company, either with regard to his tenure
      of any office or place of profit or as vendor, purchaser or in any other
      manner whatever, nor shall any such contract or any other contract or
      arrangement in which any Director is in any way interested be liable to be
      avoided, nor shall any Director so contracting or being so interested be
      liable to account to the Company or the Members for any remuneration,
      profit or other benefits realised by any such contract or arrangement by
      reason of such Director holding that office or of the fiduciary
      relationship thereby established.

(7)   A Director who to his knowledge is in any way, whether directly or
      indirectly, interested in a contract or arrangement or proposed contract
      or arrangement with the Company shall declare the nature of his interest
      at the meeting of the Directors at which the question of entering into the
      contract or arrangement is first taken into consideration, if he knows his
      interest then exists, or in any other case at the first meeting of the
      Directors after he knows that he is or has become so interested. A general
      notice to the Directors given by a Director to the effect that he is a
      member of a specified company or firm and is to be regarded as interested
      in any contract or arrangement which may after the date of the notice be
      made with such company or 


                                       25


      firm shall be sufficient declaration of interest under this Bye-Law in
      relation to any contract or arrangement so made; provided that no such
      notice shall be effective unless either it is given at a meeting of the
      Directors or the Director giving the same takes reasonable steps to secure
      that it is brought up and read at the next meeting of the Directors after
      it is given.

(8)   Save as otherwise provided by these Bye-Laws, a Director shall not vote
      (nor be counted in the quorum) on any resolution of the Directors in
      respect of any contract or arrangement in which he is to his knowledge
      materially interested, and if he shall do so his vote shall not be
      counted, but this prohibition shall not apply to any of the following
      matters namely:-

      (i)   any contract or arrangement for giving to such Director any security
            or indemnity in respect of money lent by him or obligations
            undertaken by him at the request of or for the benefit of the
            Company or any Subsidiary;

      (ii)  any contract or arrangement for the giving by the Company of any
            security to a third party in respect of a debt or obligation of the
            Company or any Subsidiary which the Director has himself guaranteed
            or secured in whole or in part;

      (iii) any contract or arrangement by a Director to subscribe for shares,
            debentures or other securities of the Company issued or to be issued
            pursuant to any offer or invitation to shareholders or debenture
            holders of the Company or any class thereof or to the public or any
            section thereof, or to underwrite any shares, debentures or other
            securities of the Company;

      (iv)  any contract or arrangement in which he is interested by virtue of
            his interest in shares or debentures or other securities of the
            Company or by reason of any other interest in or through the
            Company;

      (v)   any contract or arrangement concerning any other company (not being
            a company in which the Director owns one per cent. or more) in which
            he is interested directly or indirectly whether as an officer,
            shareholder, creditor or otherwise howsoever;

      (vi)  any proposal concerning the adoption, modification or operation of a
            superannuation fund or retirement, death or disability benefits
            scheme which relates both to Directors and employees of the Company
            or of any of its Subsidiaries and does not accord to any Director as
            such any privilege or advantage not generally accorded to the
            employees to which such scheme or fund relates; and

      (vii) any arrangement for the benefit of employees of the Company or of
            any of its Subsidiaries under which the Director benefits in a
            similar manner as the employees and does not accord to any Director
            as such any privilege or advantage not generally accorded to the
            employees to whom such arrangement relates.


                                       26


(9)   A company shall be deemed to be a company in which a Director owns one per
      cent. or more if and so long as (but only if and so long as) he is (either
      directly or indirectly) the holder of or beneficially interested in one
      per cent. or more of any class of the equity share capital of such company
      or of the voting rights available to members of such company. For the
      purpose of this paragraph there shall be disregarded any shares held by a
      Director as bare or custodian trustee and in which he has no 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 scheme in which the Director is interested only as a
      unit holder.

(10)  Where a company in which a Director holds one per cent. or more is
      materially interested in a transaction, then that Director shall also be
      deemed materially interested in such transaction.

(11)  If any question shall arise at any meeting of the Directors as to the
      materiality of the interest of a Director (other than the chairman of the
      meeting) or as to the entitlement of any Director (other than such
      chairman) to vote or be counted in the quorum and such question is not
      resolved by his voluntarily agreeing to abstain from voting or not to be
      counted in the quorum, such question shall be referred to the chairman of
      the meeting and his ruling in relation to such other Director shall be
      final and conclusive except in a case where the nature or extent of the
      interest of the Director concerned as known to such Director has not been
      fairly disclosed to the Directors. If any question as aforesaid shall
      arise in respect of the chairman of the meeting such question shall be
      decided by a resolution of the Directors (for which purpose such chairman
      shall be counted in the quorum but shall not vote thereon) and such
      resolution shall be final and conclusive except in a case where the nature
      or extent of the interest of such chairman as known to such chairman has
      not been fairly disclosed to the Directors.

(12)  The Company may by resolution suspend or relax the provisions of this
      Bye-Law to any extent or ratify any transaction not duly authorised by
      reason of a contravention of this Bye-Law.

65.   REMUNERATION OF DIRECTORS

(1)   Each Director shall be entitled to receive such fees for his or her
      services as a Director, if any, as the Directors may from time to time
      determine, either in addition to or in lieu of any remuneration payable to
      that Director in respect of any executive office or employment. Each
      Director shall be paid or reimbursed for all expenses properly and
      reasonably incurred by him or her in the conduct of the Company's business
      or in the discharge of his or her duties as a Director.

(2)   The Directors may from time to time determine that, subject to the
      requirements of the Companies Acts, all or part of any fees or other
      remuneration payable to any Director shall be provided in the form of
      shares or other securities of the Company or any subsidiary of the
      Company, or options or rights to acquire such shares or other securities,
      on such terms as the Directors may decide.


                                       27


(3)   The Directors may grant special remuneration to any Director who, being
      called upon, shall perform any special or extra services for or at the
      request of the Company. Such special remuneration may be made payable to
      such Director in addition to or in substitution for his ordinary
      remuneration (if any) as a Director, and may be made payable by a lump sum
      or by way of salary, or commission on the dividends or profits of the
      Company or of any other company in which the Company is interested or
      other participation in any such profits or otherwise, or by any or all or
      partly by one and partly by another or other of those modes.

66.   MEETINGS OF DIRECTORS

(1)   The Directors may meet together for the dispatch of business, adjourn, and
      otherwise regulate their meetings, as they think fit provided that no
      meeting of the Directors may be held in the United Kingdom and any
      decision reached or resolution passed at a meeting held in the United
      Kingdom shall be void. Questions arising at any meeting shall be decided
      by a majority of votes. 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
      Directors. Notice of meetings of the Directors may be by telephone or
      otherwise.

(2)   Subject to paragraph (1) above and to Bye-Law 64, a Director may
      participate in a meeting of the Directors by telephone or any other form
      of communications equipment which allows him to hear each of the other
      Directors addressing the meeting and to address the other Directors
      himself and a Director so participating may be counted in the quorum and
      shall be entitled to vote.

67.   QUORUM

      The quorum necessary for the transaction of the business of the Directors
      may be fixed by the Directors, and unless so fixed shall be two.

68.   PROCEEDINGS OF COMMITTEE

      The meetings and proceedings of any committee of the Directors appointed
      under Bye-Law 63 shall be governed by the provisions of these Bye-Laws for
      regulating the meetings and proceedings of the Directors, so far as the
      same are applicable thereto. Without prejudice to the generality of the
      foregoing no meeting of a committee may be held in the United Kingdom and
      any decision reached or resolution passed at a meeting held in the United
      Kingdom shall be void.

69.   VALIDITY OF ACTS WHERE APPOINTMENT DEFECTIVE

      All acts done by any meeting of the Directors or by any committee of
      Directors, or by any person acting as a Director, shall, notwithstanding
      that it be afterwards discovered that there was some defect in the
      appointment of any such Director or person acting as 


                                       28


      aforesaid, or that they or any of them were disqualified, be as valid as
      if every such person had been duly appointed and was qualified to be a
      Director.

70.   RESOLUTION WITHOUT MEETING

      A resolution in writing signed by all the Directors or any written
      resolution as is referred to in paragraph (b) of Bye-Law 71, shall be as
      valid and effectual as if it had been passed at a meeting of the Directors
      duly called and constituted.

71.   REMOVAL OF DIRECTOR

      Any Director may at any time be removed from office as a Director of the
      Company: -

      (a)   by resolution of the Members to that effect;

      (b)   upon a written resolution specifying that a Director has been so
            removed signed by all the other Directors of the Company for the
            time being having been deposited at the registered office of the
            Company for the time being.

      Any person who may have been appointed to be an Alternate Director of the
      Company to a Director who has been removed from office as hereinbefore
      provided, shall cease to be an Alternate Director immediately upon the
      removal of such Director as aforesaid. If appointment to an executive
      office thereby automatically terminates, such removal shall be deemed to
      be an act of the Company and shall have effect without prejudice to any
      claim for damages for breach of any contract of service between such
      Director and the Company.

72.   ALTERNATE DIRECTORS

(1)   At any General Meeting of the Company there may be elected a person or
      persons to act as Alternate Directors to designated Directors and the
      Company may at any such meeting authorise the Directors for the time being
      in office to appoint such Alternate Directors.

(2)   Any person appointed to be an Alternate Director shall have all the rights
      and powers of the Directors to whom he is an alternate, save that he shall
      not be entitled to attend and vote at any meeting of the Directors
      otherwise than in the absence of such Director.

                                     MINUTES

73.   MINUTES TO BE RECORDED

(1)   The Directors shall cause minutes to be duly entered in books provided for
      the purpose: -

      (a)   of all appointments of officers;


                                       29


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

      (c)   of all orders made by the Directors and committees of Directors; and

      (d)   of all resolutions and proceedings of General Meetings and of
            meetings of the Directors and committees.

(2)   Any such minutes of any meeting of the Directors, or of any committee, or
      of the Company, if purporting to be signed by the chairman of that
      meeting, or by the chairman of any succeeding meeting, shall be receivable
      as PRIMA FACIE evidence of the matters stated in such minutes.

                          OFFICERS OTHER THAN DIRECTORS

74.   OFFICERS

(1)   The officers of the Company shall consist of a President, one or more
      Vice-Presidents, a Secretary and such other officers as the Directors may
      from time to time determine.

(2)   The Directors shall as soon as conveniently may be after the election of
      Directors choose or elect one of their number to be the President of the
      Company, another to be the Vice-President of the Company and such other
      person or persons to hold any other offices (including one or more
      additional Vice-Presidencies) which the Directors may from time to time
      determine as herein provided. If more than one person is proposed for any
      of these offices, the election shall be by ballot or such manner as the
      Directors may determine.

(3)   The Secretary shall be appointed or elected by the Directors and shall
      hold office during the pleasure of the Directors.

(4)   A Treasurer may be appointed or elected by the Directors and if so
      appointed or elected shall hold office during the pleasure of the
      Directors.

(5)   The same person may hold the offices of Secretary and Treasurer. A
      Vice-President may also be the Secretary or the Treasurer or the
      Secretary-Treasurer.

75.   WHO TO BE CHAIRMAN OF MEETING

      The Chairman of the Board (if any) shall act as chairman at all meetings
      of the Members or of the Directors at which he is present. In his absence
      the President, if present, shall be chairman and, in the absence of both
      of them, a Vice-President shall be appointed or elected as chairman by
      those present at the meeting; if none of these is present a chairman shall
      be appointed or elected by those present at the meeting.


                                       30


76.   DUTIES OF SECRETARY

      The Secretary shall attend all meetings of the Company and of the
      Directors to keep correct minutes of such meetings and enter the same in
      proper books provided for the purpose. He shall perform such other duties
      as are prescribed by the Companies Acts or these Bye-Laws, or as shall be
      prescribed by the Directors. The Secretary shall receive such salary as
      the Directors shall from time to time determine.

                                    DIVIDENDS

77.   DECLARATION

      The Directors may from time to time declare dividends but no dividend
      shall be payable except out of the profits of the Company available for
      the purpose.

78.   REVENUE RESERVES

      The Directors may from time to time before declaring a dividend set aside
      out of the profits of the Company such sum as they think proper as a
      reserve fund to be used to meet contingencies or for equalising dividends
      or for any other special purpose.

79.   DECLARATION AND PAYMENT ACCORDING TO AMOUNTS PAID OR CREDITED AS PAID ON
      SHARES; APPORTIONMENT

      Subject to the rights of persons, if any, entitled to shares with special
      rights as to dividend, all dividends shall be declared and paid according
      to the amounts paid or credited as paid on the shares in respect whereof
      the dividend is paid, but no amount paid or credited as paid on shares in
      advance of calls shall be treated for the purposes of this Bye-Law as paid
      on the shares. All dividends shall be apportioned and paid proportionately
      to the amounts paid or credited as paid on the shares during any portion
      or portions of the period in respect of which the dividend is paid; but if
      any shares are issued on terms providing that they shall rank for dividend
      as from a particular date such shares shall rank for dividend accordingly.

80.   CASH DIVIDENDS TO BE PAYABLE IN POUNDS STERLING OR U.S. DOLLARS OR OTHER
      CURRENCIES

(1)   All cash dividends (which in this Bye-Law are referred to as "dividends")
      in respect of every class of share of the Company shall be declared in
      U.S. dollars.

(2)   Unless a Member with a registered address in the United Kingdom of Great
      Britain and Northern Ireland (who in these Bye-Laws is referred to as a
      "U.K. Member") shall have elected by notice in writing to the Company in
      such form as the Company may from time to time require to receive payment
      of dividends in U.S. dollars, all dividends shall be paid to such U.K.
      Member in pounds Sterling in accordance with the following provisions of
      this Bye-Law.


                                       31


(3)   Subject always to the rights or restrictions attaching to any class of
      shares, where a dividend or other cash distribution is payable to a Member
      whose registered address is outside the United States of America and the
      United Kingdom, the Directors may, in their discretion, determine that
      such dividend or other cash distribution be paid in the currency of the
      country in which such Member has his registered address and the amount of
      such payment shall be determined in accordance with the following
      provisions of this Bye-Law.

(4)   Subject always to any rights or restrictions attached to any class of
      shares and to the provisions of paragraph (3) above, unless a Member with
      a registered address outside the United Kingdom of Great Britain and
      Northern Ireland (who in these Bye-Laws is referred to as a "non-U.K.
      Member") shall have elected by notice in writing to the Company in such
      form as the Company may from time to time require to receive payment of
      dividends in pounds Sterling, all dividends shall be paid to such non-U.K.
      Member in U.S. dollars in accordance with the following provisions of this
      Bye-Law.

(5)   Where any dividends are payable in a currency other than U.S. dollars
      pursuant to the preceding provisions of this Bye-Law then the amount of
      dividends payable shall be equal to the amount of dividends otherwise
      payable in U.S. dollars translated into such other currency at such rate
      and calculated on such date as the Directors may, in their discretion,
      consider appropriate.

81.   DEDUCTION FROM DIVIDENDS

      The Directors may deduct from the dividends payable to any Member all
      monies due by him to the Company on account of calls or otherwise in
      relation to shares of the Company.

82.   PAYMENT OTHERWISE THAN IN CASH

      The Directors may direct payment of a dividend in whole or in part by the
      distribution of specific assets (and in particular of paid up shares or
      debentures of any other company), provided always that no distribution
      shall be made which would amount to a reduction of capital except in the
      manner appointed by law. Where any difficulty, including, without
      limitation, any legal or practical problem under the laws of, or the
      requirements of any recognised regulatory body or any stock exchange in,
      any territory, arises in regard to such distribution, the Directors may
      settle the same as they think expedient and in particular may issue
      fractional certificates, may fix the value for distribution of such
      specific assets or any part thereof, may determine that cash payments
      shall be made to any Members upon the footing of the value so fixed in
      order to adjust the rights of all parties and may vest any such specific
      assets in trustees as may seem expedient to the Directors.


                                       32


83.   UNCLAIMED DIVIDENDS

      All unclaimed dividends may be invested or otherwise made use of by the
      Directors as they shall think fit, until the same be claimed and so that
      the Company shall not thereby be constituted as a trustee in respect
      thereof and any dividend unclaimed after a period of twelve years from the
      date for payment of such dividend shall be forfeited and shall revert to
      the Company.

                     CAPITALISATION OF PROFITS AND RESERVES

84.   POWER TO CAPITALISE

      The Directors may resolve that it is desirable to capitalise such sum as
      they may determine out of any undistributed profits of the Company not
      required for paying the dividends on any shares carrying a fixed
      preferential dividend and any profits or surpluses carried and standing to
      the credit of any reserve or reserves or other special account and any
      other amounts lawfully available for such purpose and that such sum be
      capitalised and appropriated to the Members in the proportions in which
      such sum would have been divisible amongst them had the same been applied
      in paying dividends instead of being capitalised and that such sum be
      applied on their behalf, either in or towards paying up the amounts, if
      any, for the time being unpaid on any shares held by such Members
      respectively or in paying up in full unissued shares, debentures or
      securities of the Company of a nominal amount equal to such profits to be
      allotted and distributed credited as fully paid up to and amongst such
      Members in the proportions aforesaid, or partly in the one way and partly
      in the other.

84A.  POWER TO EFFECT A CAPITALISATION ISSUE WITH A CASH OPTION

(1)   Where the Directors resolve that a capitalisation issue of Common Shares
      be made under Bye-Law 84 they may also resolve that such capitalisation
      issue be made with cash option whereunder, subject as herein provided and
      to the provisions of The Companies Acts, each Common Shareholder may elect
      to forego his entitlement under such capitalisation issue (or such part
      thereof as the Directors may determine) and to receive instead a payment
      in cash to the extent and within the limits and on the terms and
      conditions set out in this Bye-Law. The Directors shall cause an
      announcement to be made of any resolution by them pursuant to this
      paragraph (1) and shall send to the Common Shareholders affected thereby
      notices of election as soon as practicable.

(2)   If the Directors resolve as in paragraph (1) above, each holder of Common
      Shares may (by notice in writing to the Company given in such form and
      within such period as the Directors may from time to time determine) elect
      to receive a payment in cash of an amount fixed by the Directors and
      specified in the notice in lieu of each additional Common Share to which
      he would otherwise be entitled, provided that the Directors may fix a
      limit on the extent to which such an election shall be effective, whether
      by reference to a part of any Common Shareholder's total entitlement to
      additional Common Shares or to the total number of additional Common
      Shares in respect of 


                                       33


      which all such elections may be made on any occasion. Subject to any such
      limits, any such election on the part of a Common Shareholder shall be
      irrevocable.

(3)   Payments to those Common Shareholders who elect to receive cash instead of
      their entitlement to Common Shares under such a capitalisation issue
      ("Cash Electors") may be made either (a) out of profits of the Company
      available for the payment of dividends or (b) out of the net proceeds of
      sale of the Common Shares to which the Cash Electors would have been
      entitled under such capitalisation issue but for their election to receive
      cash, or partly in one way and partly in the other, as the Directors
      determine. To the extent that the Directors determine that payment is to
      be made as in (b) above, the Directors shall be entitled to sell the
      additional Common Shares to which the Cash Electors would have been
      entitled, to appoint some person to execute a transfer of those shares in
      the names of the Cash Electors and to receive and deliver documents of
      title to those shares. Any such transfer shall be as effective as if it
      had been executed by the registered holder of such shares. The net
      proceeds of sale shall be applied in or towards payment of the amounts due
      to Cash Electors in respect of their cash entitlement and, to the extent
      that they exceed that entitlement, may be retained by the Company for its
      benefit.

(4)   The Directors may on occasion determine that Common Shareholders resident
      in territories where, in the opinion of the Directors, compliance with
      local laws or regulations would be unduly onerous if the shareholders were
      to receive additional Common Shares shall be deemed to have exercised
      rights of election to receive cash.

(5)   Unless a U.K. Member shall have served and not withdrawn such notice as is
      referred to in paragraph (2) of Bye-Law 80, any cash sum to be paid to
      such U.K. Member pursuant to this Bye-Law shall be paid in pounds
      Sterling. Subject always to the provisions of paragraph (3) of Bye-Law 80
      which shall apply, MUTATIS MUTANDIS, to this Bye-Law unless a non-U.K.
      Member shall have served and not withdrawn such notice as is referred to
      in paragraph (4) of Bye-Law 80, any cash sum to be paid to such non-U.K.
      Member pursuant to this Bye-Law shall be paid in U.S. dollars.

(6)   For the purpose of resolving the calculation referred to in this Bye-Law,
      the Directors may convert U.S. Dollars to pounds Sterling and VICE VERSA
      at such rate and calculated on such date as the Directors may, in their
      discretion, consider appropriate.

84B.  POWER TO GRANT SCRIP DIVIDEND OPTIONS

(1)   The Directors may, subject as herein provided and to the provisions of The
      Companies Acts, resolve (at the same time as they resolve to declare a
      dividend in cash on the Common Shares) that each Common Shareholder may
      irrevocably elect to forego his right to participate in such dividend (or
      such part thereof as the Directors may determine) and to receive instead
      an allotment of further Common Shares to the extent and within the limits
      and on the terms and conditions set out in this Bye-Law. The Directors
      shall announce any such decision as aforesaid in conjunction with any
      announcement of the relevant dividend and shall send to the Common
      Shareholders affected thereby notices of election as soon as practicable.


                                       34


(2)   If the Directors resolve as in paragraph (1) above, each holder of Common
      Shares may (by notice in writing to the Company given in such form and
      within such period as the Directors may from time to time determine)
      irrevocably elect to forego the dividend in cash which otherwise would
      have been paid (but only to the extent determined by the Directors under
      paragraph (1) above) on all or so many of his Common Shares as he shall
      specify in the notice of election and to receive in lieu such number of
      further Common Shares to be allotted to him credited as fully paid as is
      equal to the number resulting from resolving the following fraction (but
      taking any fraction of a further Common Share to the next higher whole
      number)

                                      A X B
                                      -----
                                        C

      where A equals the number of Common Shares in respect of which such
      election has been made;

      where B equals the amount per share of the dividend in cash foregone
      (expressed in terms of U.S. dollars and cents); and

      where C equals the average of the middle market quotations for the Common
      Shares on any securities market selected by the Directors and on which
      those shares are listed for the five business days immediately prior to
      the day on which the Directors' decision is announced after deducting from
      that average the amount per share of the dividend declared expressed in
      terms of U.S. dollars and cents, fractions of a cent being rounded to the
      nearest whole cent and 0.5 cents being rounded downwards.

(3)   Following the receipt of a notice or notices of election the Directors
      shall capitalise and appropriate out of the profits of the Company
      available for distribution in accordance with The Companies Acts an amount
      equal to the aggregate nominal value of the number of further Common
      Shares required to be allotted to the holders of Common Shares who have
      given notice of election as aforesaid and shall apply such amount in
      paying up in full such number of further Common Shares.

(4)   No scrip dividend option shall be made available unless the Company has
      sufficient unissued shares and undistributed profits or reserves or such
      other sums as may be lawfully applied for such purpose to give effect to
      any elections which could be made thereunder.

(5)   The Directors shall have power to authorise any person on behalf of the
      electing Common Shareholders to enter into an agreement with the Company
      providing for the allotment to them respectively of the Common Shares to
      which they are entitled in lieu of their rights to the dividend so
      foregone by them respectively and any agreement made under such authority
      shall be effective and binding on the Common Shareholders concerned.

(6)   The Directors may on any occasion determine that rights of election
      hereunder shall not be made available to, or (as the case may be) shall be
      deemed to have been 


                                       35


      exercised by, Common Shareholders resident in territories where, in the
      opinion of the Directors, compliance with local laws and/or regulations
      would be unduly onerous.

(7)   Unless a U.K. Member shall have served and not withdrawn such notice as is
      referred to in paragraph (2) of Bye-Law 80, any cash sum to be paid to
      such U.K. Member pursuant to this Bye-Law shall be paid in pounds
      Sterling. Subject always to the provisions of paragraph (3) of Bye-Law 80
      which shall apply, MUTATIS MUTANDIS, to this Bye-Law, unless a non-U.K.
      Member shall have served and not withdrawn such notice as is referred to
      in paragraph (4) of Bye-Law 80, any cash sum to be paid to such non-U.K.
      Member pursuant to this Bye-Law shall be paid in U.S. dollars.

(8)   For the purpose of resolving the calculation referred to in this Bye-Law,
      the Directors may convert U.S. dollars to pounds Sterling and VICE VERSA
      at such rate and calculated on such date as the Directors may, in their
      discretion, consider appropriate.

85.   POWERS INCIDENTAL THERETO

      Whenever such a resolution as aforesaid whereunder a capitalisation issue
      is or is to be made under Bye-Laws 84 to 84B (inclusive) shall have been
      passed, the Directors shall make all appropriations and applications of
      the undivided profits resolved to be capitalised thereby, and all
      allotments and issues of fully paid shares, debentures or securities, if
      any, and generally shall do all acts and things required to give effect
      thereto, with full power to the Directors to make such provision by the
      rounding up of fractions to the nearest whole number of such shares,
      debentures or securities, by the issue of fractional certificates or by
      payment in cash or otherwise as they think fit for the case of shares,
      debentures or securities becoming distributable in fractions, and also to
      authorise any person to enter on behalf of all the Members entitled
      thereto into an agreement with the Company providing for the allotment to
      them respectively, credited as fully paid up, of any further shares or
      debentures to which they may be entitled upon such capitalisation or (as
      the case may require) for the payment up by the Company on their behalf,
      by the application thereto of their respective proportions of the profits
      resolved to be capitalised, of the amounts or any part of the amounts
      remaining unpaid on their existing shares, and any agreement made under
      such authority shall be effective and binding on all such Members.

                                BORROWING POWERS

86.   POWERS TO BORROW AND ISSUE SECURITIES

      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, bonds, notes and other securities, whether outright or
      as collateral security for any debt, liability or obligation of the
      Company or of any third party.


                                       36


87.   SPECIFIC MORTGAGES TO TRUSTEES

      The Directors may, for the purpose of securing the payment of any such
      bonds, debentures, or other securities as aforesaid, or the payment with
      interest of any money so borrowed as aforesaid or payable under contract
      or otherwise, make and carry into effect any arrangement which they may
      deem expedient by assigning or conveying any property of the Company,
      including its uncalled capital, to trustees.

                                    ACCOUNTS

88.   PROPER ACCOUNTS TO BE KEPT

      The Directors shall cause proper records of account to be kept of all
      transactions of the Company in such manner as to show the assets and
      liabilities of the Company for the time being and the records of account
      shall at all times be kept at the office of the Company or at such place
      as the Directors may from time to time determine and shall always be open
      to the inspection of the Directors subject always to the provisions of the
      Companies Acts.

89.   STATEMENT OF INCOME TO BE LAID BEFORE MEMBERS

      At the Annual General Meeting in each year, the Directors shall lay before
      the Members a Statement of Income.

90.   BALANCE SHEET

      The Directors shall cause to be made out in every calendar year and to be
      laid before the Company in General Meeting a Balance Sheet as at the date
      to which the Statement of Income is made up. Every Balance Sheet laid
      before the Company in General Meeting shall be signed on behalf of the
      Board by two of the Directors and the Auditors' Report shall be attached
      to the Balance Sheet and the Auditors' Report shall be read to the meeting
      and will be delivered or sent by post to the registered address of every
      Member at such time as the Directors may determine, being not less than
      seven days prior to the Annual General Meeting at which they are to be
      considered.

                                      AUDIT

91.   AUDITORS

      At the Annual General Meeting or at a subsequent Special General Meeting
      in each year an independent representative of the Members shall be
      appointed by them as Auditors of the accounts of the Company and such
      Auditors shall hold office until the Members shall appoint other Auditors.
      Such Auditors may be Members but no Directors or officers of the Company
      shall, during their continuance in office, be eligible as Auditors.


                                       37


92.   REMUNERATION OF AUDITORS

      The remuneration of the Auditors shall be fixed by the Members at the time
      of their appointment or subsequently and they may delegate this duty to
      the Directors.

93.   VACANCIES IN OFFICE OF AUDITORS

      The Directors may fill any casual vacancy in the office of Auditors.

94.   DUTY TO EXAMINE BOOKS, ETC.

(1)   The Auditors shall examine such books, accounts and vouchers as may be
      necessary for the performance of their duties.

(2)   The Auditors shall make a report to the Members in respect of the accounts
      examined by them and on every Balance Sheet laid before the Company in
      General Meeting during their tenure of office, and the report shall 
      state:-

      (a)   whether or not they have obtained all the information and
            explanations they have required; and

      (b)   whether in their opinion the Balance Sheet referred to in the report
            is properly drawn up so as to present fairly the financial position
            of the Company and the results of its operations for the period
            under review.

(3)   REPORT TO BE READ

      The report of the Auditors shall be read at the General Meeting at which
      the Balance Sheet is submitted.

(4)   AUDITORS TO BE FURNISHED WITH LIST OF BOOKS ETC.

      The Auditors of the Company shall be furnished with a list of all books
      kept by the Company and shall at all times have the right of access to the
      books and accounts and vouchers of the Company, and shall be entitled to
      require from the Directors and officers of the Company such information
      and explanations as may be necessary for the performance of their duties.

(5)   RIGHT TO ATTEND MEETINGS

      The Auditors of the Company shall be entitled to attend any General
      Meeting of the Company at which any accounts which have been examined or
      reported on by them are to be laid before the Company and to make any
      statement or explanations they may desire with respect to the accounts,
      and notices of every such meeting shall be given to the Auditors in the
      manner prescribed for Members.


                                       38


                                     NOTICES

95.   HOW NOTICE TO BE SERVED

      A notice may be served by the Company on any Member either personally or
      by sending it through the post prepaid in an envelope addressed to such
      Member at his address as registered in the Register.

96.   NOTICES TO JOINT HOLDERS

      Any notice required to be given to the Members shall with respect to any
      shares held jointly by two or more persons be given to the person whose
      name appears first in the Register.

97.   WHEN DEEMED DELIVERED

      Any notice served by post shall be deemed to have been served at the
      expiration of twenty-four hours after the envelope containing it was
      posted and, in proving such service, it shall be sufficient to prove that
      the envelope containing the notice was properly addressed and prepaid and
      the time when it was posted.

98.   MEMBERS RESIDENT ABROAD

      All notices being posted to addresses overseas shall so far as may be
      practicable be forwarded by air mail.

98A.  NOTICES SERVED ON NON-MEMBERS

      Any notice served on non-Members under Bye-Law 46 or 104 may be served at
      the last known address of the non-Member concerned and otherwise in
      accordance with the provisions of Bye-Laws 95 to 98 inclusive.

                                   WINDING UP

99.   DISTRIBUTION IN SPECIE

      If the Company shall be wound up the liquidator may, with the sanction of
      the Company in General Meeting divide amongst the Members IN SPECIE or
      kind the whole or any part of the assets of the Company (whether they
      shall consist of property of the same nature or not) and may, for such
      purpose set such value as he deems fair upon any property to be divided as
      aforesaid and may determine how such division shall be carried out as
      between the Members or different classes of Members.

      The liquidator may, with like sanction, vest the whole or any part of such
      assets in trustees upon such trusts for the benefit of the contributories
      as the liquidator, with the like sanction, shall think fit, but so that no
      Member shall be compelled to accept any shares or other securities whereon
      there is any liability.


                                       39


                                      SEAL

100.  CUSTODY OF SEAL

(A)   The Directors shall provide for the safe custody of the Seal, which shall
      only be used by the authority of the Directors or a committee of the
      Directors authorised by the Directors in that behalf, and every instrument
      to which the Seal shall be affixed shall be signed by a Director and shall
      be countersigned by the Secretary or by a second Director or by some other
      person appointed by the Directors for the purpose, provided that the
      Secretary or any Director may affix the Seal of the Company over his
      signature only to any authenticated copies of these Bye-Laws, the Minutes
      of meetings or any other documents required to be authenticated by him.

(B)   Every certificate for shares or loan stock or representing any other form
      of security of the Company (other than letters of allotment, receipts for
      securities or certificates of deposit) shall be issued under the Seal or
      under any official seal kept by the Company pursuant to Bye-Law 100B.

(C)   Each certificate to which the Seal shall be affixed shall bear the
      autographic signatures of at least one Director and the Secretary or other
      person acting in the place of the Secretary, provided that the Directors
      may by resolution determine (either generally or in any particular case or
      cases) that such signatures shall be dispensed with, or shall be affixed
      by means of some method or system of mechanical signature.

100A. OVERSEAS SEAL

(1)   The Company may have for use in any territory, district, or place
      elsewhere than in Bermuda an official seal (in these Bye-Laws referred to
      as an "Overseas Seal"), which seal shall be a facsimile of the Seal.

(2)   A deed or other document to which the Overseas Seal is duly affixed shall
      bind the Company as if it had been sealed with the Seal.

(3)   The Company having an Overseas Seal for use in any such territory,
      district or place may, by writing under its Seal, authorise any person or
      persons appointed for the purpose as its agent or agents in that
      territory, district or place to affix the Overseas Seal to any deed or
      other document to which the Company is party in that territory, district
      or place.

(4)   As between the Company and the person dealing with such an agent or
      agents, the authority of such agent or agents continues during the period
      (if any) mentioned in the instrument conferring the authority, or if no
      period is there mentioned, then until notice of the revocation or
      determination of the authority of such agent or agents has been given to
      the person dealing with him.


                                       40


(5)   The person affixing the Overseas Seal shall certify in writing on the deed
      or other instrument to which the Overseas Seal is affixed the date on
      which it is affixed.

(6)   The powers referred to in this Bye-Law shall be vested in the Directors
      and whenever in these Bye-Laws reference is made to the Seal the reference
      shall, when and so far as may be applicable, be deemed to include any
      Overseas Seal and any Securities Seal (as defined in Bye-Law 100B below).

100B. SECURITIES SEAL

(1)   The Company may have, for use for sealing securities issued by the Company
      and for sealing documents creating or evidencing securities so issued, an
      official seal (in these Bye-Laws referred to as a "Securities Seal") which
      is a facsimile of the Seal with the addition on its face of the word
      "Securities".

(2)   Each certificate to which the Securities Seal shall be affixed need not
      bear any signature.

                             ALTERATION OF BYE-LAWS

101.  ALTERATION OF BYE-LAWS

      The Directors may from time to time revoke, alter, amend or add to these
      Bye-Laws provided that no such revocation, alteration, amendment or
      addition shall be operative unless and until it is confirmed at a
      subsequent General Meeting of the Company.

                                    INDEMNITY

102.  INDEMNITY

      Every Director, Secretary and other officer of the Company shall be
      indemnified by the Company against, and it shall be the duty of the
      Directors out of the funds of the Company to pay, all costs, losses and
      expenses which any such officer may incur or become liable to by reason of
      any contract entered into, or act or thing done by him as such officer, or
      in any way in the discharge of his duties 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.

                     INDIVIDUAL RESPONSIBILITY OF DIRECTORS

103.  INDIVIDUAL RESPONSIBILITY OF DIRECTORS

      No Director, Secretary or other officer of the Company shall be liable for
      the acts, receipts, neglects, or defaults of any other Director or
      officer, or for joining in any receipt or other act for conformity, or for
      any loss or expense happening to the Company through the insufficiency or
      deficiency of title to any property acquired by order of the Directors for
      or on behalf of the Company, or for the insufficiency or 


                                       41


      deficiency of any security in or upon which any of the monies of the
      Company shall be invested, or for any loss or damage arising from the
      bankruptcy, insolvency, or tortious act of any person with whom any
      monies, securities, or effects shall be deposited, or for any loss
      occasioned by any error of judgment, omission, default, or oversight on
      his part, or for any other loss, damage or misfortune whatever which shall
      happen in relation to the execution of the duties of his office or in
      relation thereto, unless the same happen through his own wilful
      negligence, wilful default, fraud or dishonesty.

                        TAKE-OVER OFFERS FOR THE COMPANY

104.  TAKE-OVER OFFERS FOR THE COMPANY

(1)   (A)   Where any person is or becomes interested, whether as a result of
            transactions over a period of time or not, in shares in the capital
            of the Company in circumstances in which he would be obliged to make
            or extend an offer or offers to shareholders or holders of other
            securities or rights referred to in paragraph (4) below of the
            Company under the Rules for the time being of the City Code on
            Take-overs and Mergers of the United Kingdom of Great Britain and
            Northern Ireland (the "City Code", which expression shall include
            any revision or modification thereof) issued by the Panel on
            Take-overs and Mergers ("the Panel", which expression shall include
            any body which succeeds to the functions of the said Panel) if the
            Company was a company incorporated in the United Kingdom of Great
            Britain and Northern Ireland to which the City Code applied, the
            Directors may serve upon that person a notice requiring him to make
            or extend an offer or offers in writing in accordance with the
            requirements of the City Code in all respects as if the City Code
            did apply to the Company but so that references in the City Code to
            the Panel shall be construed, for the purposes of this Bye-Law, as
            if they were references to the Board of Directors of the Company.

      (B)   Where any person has acquired, is in the process of acquiring, or
            appears to the Directors likely to acquire an interest in shares in
            the capital of the Company in circumstances in which he would be
            subject to the Rules Governing Substantial Acquisitions of Shares
            (the "SARs", which expression shall include any revision or
            modification thereof) issued by the Panel, if the Company was a
            company incorporated in the United Kingdom of Great Britain and
            Northern Ireland to which the SARs applied, the Directors may serve
            upon that person a notice requiring him to comply with the
            provisions of the SARs in relation to any acquisition made (after
            the date of adoption of this paragraph (1)(B)) or proposed to be
            made by him and if that person has made (after the date of adoption
            of this paragraph (1)(B)) or subsequently makes any acquisition in
            contravention of the provisions of the SARs such a notice or a
            further notice issued by the Directors may require that person to
            dispose or to procure the disposal by any person with whom he has
            acted in concert of any interest in shares so acquired within
            twenty-eight days of the date of such notice.


                                       42


      (C)   If a notice served under paragraph (1)(B) requiring a disposal of
            shares is not complied with in accordance with its terms and has not
            been withdrawn, the Directors may, so far as they are able, dispose
            of the shares to which such notice relates at the best price
            reasonably obtainable in all the circumstances in which case they
            shall give written notice of such disposal to the person or persons
            on whom such notice was served. Except as hereinafter provided such
            a disposal shall be completed as soon as reasonably practicable
            after the giving of a notice under this paragraph (1)(C) as may in
            the opinion of the Directors be consistent with obtaining the best
            price reasonably obtainable and in any event within thirty days of
            expiry of such notice provided that a disposal under this paragraph
            (1)(C) shall be suspended during the period when dealings by the
            Directors in the Company's shares are not permitted either by law or
            by the regulations of any stock exchange upon which those shares of
            the Company which are to be disposed of are listed, but any disposal
            under this paragraph which is suspended as aforesaid shall be
            completed within thirty days after expiry of the period of such
            suspension and provided further that neither the Company nor the
            Directors shall be liable to any holder or any person having an
            interest in any share or other person for failing to obtain the best
            price so long as the Directors act in good faith within the period
            specified above.

      (D)   For the purpose of effecting any disposal under paragraph (1)(C)
            above, the Directors may authorise in writing any officer or
            employee of the Company to execute any necessary transfer on behalf
            of any holder and may issue a new certificate to the purchaser. The
            net proceeds of such disposal shall be received by the Company,
            whose receipt shall be a good discharge for the purchase money, and
            shall be paid (without any interest being payable thereon) to the
            former holder upon surrender by him of the certificate in respect of
            the shares sold and formerly held by him.

      (E)   The provisions of these Bye-Laws relating to the protection of
            purchasers of shares sold under a lien or upon forfeiture shall
            apply MUTATIS MUTANDIS to disposals under this Bye-Law.

(2)   Any notice served under paragraph (1) above may also require the person on
      whom it is served to execute an undertaking under seal in favour of the
      Directors (as trustees for all the holders of shares in the capital of the
      Company) and in a form satisfactory to the Directors to observe and
      perform the rules and requirements of the City Code or the SARs as the
      case may be as if the same were applicable to the Company and in the
      manner prescribed in paragraph (1) above.

(3)   Where any person is interested, whether as a result of a series of
      transactions over a period of time or not, in Common Shares which (taken
      together with shares held or acquired by persons acting in concert with
      him) represent 30 per cent. or more of all the Common Shares for the time
      being in issue and the Directors determine that it is not expedient to
      serve a notice under paragraph (1)(A) above or if any person upon whom
      such a notice is served fails within thirty days to comply with the same,
      the Directors may serve upon that person a notice requiring him to make an
      offer in 


                                       43


      writing (the "Offer"), within 30 days of the date of such notice on the
      basis set out in the following paragraphs, to the holders of every class
      of share capital of the Company (whether voting or non-voting) to purchase
      all such shares for cash on terms that payment in full therefor will be
      made within 21 days of the Offer becoming or being declared unconditional
      in all respects.

(4)   Where the Directors serve a notice upon any person in accordance with
      paragraph (3) above, they may also include in that notice a requirement
      that such person shall make an appropriate offer or proposal in writing to
      the holders of every class of securities convertible into, or of rights to
      subscribe for, share capital of the Company (whether such share capital is
      voting or non-voting). Such appropriate offer or proposal is referred to
      in this Bye-Law as a "Convertible Offer". The Convertible Offer shall be
      made at the same time as the Offer. The terms of the Convertible Offer
      shall be such terms as the Directors, in their absolute discretion,
      consider to be fair and reasonable having regard to the terms of the Offer
      and the Directors shall notify such terms to the person specified in
      paragraph (3) above (the "Offeror"). The Convertible Offer shall be
      conditional only upon the Offer becoming or being declared unconditional
      in all respects.

(5)   In addition to the Offeror, the Directors may require, in their absolute
      discretion, each of the principal members of a group of persons acting in
      concert with him and who appear to be interested in any shares in, or
      convertible securities of, the Company to make the Offer and/or the
      Convertible Offer. For the purposes of this Bye-Law, persons shall be
      deemed to be acting in concert if, pursuant to an agreement or
      understanding (whether formal or informal) they actively co-operate in
      acquiring or seeking to acquire shares in, or convertible securities of,
      the Company.

(6)   Unless the Directors otherwise agree, an offer made under paragraphs (3),
      (4) or (5) of this Bye-Law must, in respect of each class of share capital
      or convertible securities involved, be in cash or be accompanied by a cash
      alternative offer at not less than the highest price paid by the Offeror
      or any person acting in concert with it for shares or convertible
      securities of that class within the preceding 12 months. If such price
      cannot be ascertained by the Directors or if such shares or convertible
      securities have been acquired other than for cash pursuant to a bargain
      made on any recognised stock exchange or if the Directors consider that
      such highest price is, for any reason, inappropriate, unfair or
      unreasonable having regard to the size and timing of the relevant
      purchases, the relationship (if any) between the seller and purchaser of
      such shares or convertible securities or the number of shares or
      convertible securities purchased in the preceding 12 months, the Directors
      may, in any such case, fix the price at which the Offer, the Convertible
      Offer or the cash alternative offer is to be made. The cash Offer, the
      cash Convertible Offer or the cash alternative offer must, in each case,
      remain open for not less than 14 days after the date on which the Offer or
      the Convertible Offer, as the case may be, has become or is declared to be
      unconditional as to acceptances.

(7)   Any person who makes or is about to make or who is or can be required to
      make an offer under this Bye-Law or who has made such an offer which has
      lapsed, shall observe and shall procure that any persons acting in concert
      with him shall observe the 


                                       44


      rules and requirements of the City Code both in letter and in spirit prior
      to, during the pursuit of and, if applicable, after the failure of such an
      offer.

(8)   For the purposes of this Bye-Law, any questions or disputes arising out of
      the grant of consent by the Directors, the comparability of offers, the
      terms of offers, any question as to whether any person shall be regarded
      as acting in concert with another, any question regarding the
      interpretation or application of the City Code and the meaning of any
      terms or phrases used in this Bye-Law or the City Code shall be determined
      by the Directors in their absolute discretion.

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