BYE-LAWS

                                       OF

                                 FRONTLINE LTD.

                      Amended and Adopted December 1, 2006

<PAGE>
                                 INTERPRETATION

1. In these Bye-Laws unless the context otherwise requires-

     o    "Associate" means:

          (a)  in respect of an individual, such individual's spouse, former
               spouse, sibling, aunt, uncle, nephew, niece or lineal ancestor or
               descendant, including any step-child and adopted child and their
               issue and step parents and adoptive parents and their issue or
               lineal ancestors;

          (b)  in respect of an individual, such individual's partner and such
               partner's relatives (within the categories set out in (a) above);

          (c)  in respect of an  individual  or body  corporate,  an employer or
               employee (including,  in relation to a body corporate, any of its
               directors or officers);

          (d)  in respect of a body corporate, any person who controls such body
               corporate,  and any other body  corporate  if the same person has
               control of both or if a person has control of one and persons who
               are  his  Associates,  or such  person  and  persons  who are his
               Associates,  have  control of the other,  or if a group of two or
               more persons has control of each body  corporate,  and the groups
               either  consist  of the same  persons  or could  be  regarded  as
               consisting of the same persons by treating (in one or more cases)
               a member of either group as replaced by a person of whom he is an
               Associate.  For the  purposes  of this  paragraph,  a person  has
               control of a body  corporate  if either (i) the  directors of the
               body corporate or of any other body  corporate  which has control
               of it (or any of them) are  accustomed  to  acting in  accordance
               with his  instructions  or (ii) he is  entitled to  exercise,  or
               control the exercise of, one-third or more of the votes attaching
               to all of the issued  shares of the body  corporate or of another
               body  corporate  which has control of it (provided that where two
               or more  persons  acting in concert  satisfy  either of the above
               conditions,  they are each to be taken as having  control  of the
               body corporate);

     o    "Bermuda" means the Islands of Bermuda;

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

     o    "Business Day" means a day on which banks are open for the transaction
          of general banking business in each of Oslo,  Norway,  London, UK, New
          York, USA and Hamilton, Bermuda;

     o    "Company" means the company  incorporated in Bermuda under the name of
          London & Overseas Freighters Limited on the 12th day of June, 1992;

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

     o    "employees   share   scheme"  means  a  scheme  for   encouraging   or
          facilitating  the holding of shares or debentures in the Company by or
          for the benefit of: -

          (a)  the bona fide employees or former employees of the Company or any
               subsidiary of the Company; or

          (b)  the  wives,   husbands,   widows,   widowers   or   children   or
               step-children  under  the age of 18 of such  employees  or former
               employees;

     o    "Extraordinary  Resolution" means a resolution passed by a majority of
          not less than two-thirds of the votes cast at a general meeting of the
          Company;

     o    "Listing  Exchange" means any stock exchange or quotation  system upon
          which any of the shares of the Company are listed from time to time;

     o    "London Stock Exchange" means London Stock Exchange Limited;

     o    "New York Stock Exchange" means the New York Stock Exchange;

     o    "Ordinary  Resolution"  means a resolution passed by a simple majority
          of votes cast at a general meeting of the Company;

     o    "Oslo Stock Exchange" means the Oslo Stock Exchange;

     o    "paid up" means paid up or credited as paid up;

     o    "Register"  means the  Register  of  Shareholders  of the  Company and
          includes any branch Register;

          "Registered  Office" means the registered office for the time being of
          the Company;

     o    "Registrar"    means    Christiania    Bank   og   Kreditkasse    ASA,
          Verdipapirservice, or such other person or body corporate who may from
          time to time be appointed by the Board in place of Christiania Bank og
          Kreditkasse ASA, Verdipapirservice,  as Registrar of the Company under
          these Bye-laws;

     o    "Registration Office" means the place where the Board may from time to
          time  determine to keep a branch  Register of  Shareholders  and where
          (except in cases where the Board  otherwise  directs) the transfer and
          documents of title are to be lodged for registration;

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

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

     o    "Shareholder" means a shareholder of the Company;

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

     o    "VPS" means the  Verdipapirsentralen,  the computerized  central share
          registry maintained in Oslo, Norway, for bodies corporate whose shares
          are listed for trading on the Oslo Stock  Exchange,  and  includes any
          successor registry;

     o    for the purpose of these Bye-Laws a body corporate  shall be deemed to
          be present in person if its representative duly authorized pursuant to
          the Companies Acts is present;

     o    words importing the singular number also include the plural number and
          vice versa;

     o    words  importing  the  masculine  gender also include the feminine and
          neuter genders respectively;

     o    words  importing  persons also include  companies and  associations or
          bodies of persons, whether corporate or unincorporated;

     o    references   to   writing   shall   include   typewriting,   printing,
          lithography,  facsimile, photography and other modes of reproducing or
          reproducing words in a legible and non-transitory form;

     o    unless otherwise defined herein,  any words or expressions  defined in
          the  Companies  Acts in force at the date when these  Bye-Laws  or any
          part thereof are adopted shall bear the same meaning in these Bye-Laws
          or such part (as the case may be);

     o    headings in these  Bye-Laws are inserted for  convenience of reference
          only and shall not affect the construction thereof.

                                REGISTERED OFFICE

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

                                  SHARE RIGHTS

3.   Subject to the  Companies  Acts and any  special  rights  conferred  on the
     holders of any other share of class of shares, any share in the Company may
     be issued with or have attached thereto such preferred, deferred, qualified
     or  other  special  rights  or such  restrictions,  whether  in  regard  to
     dividend,  voting,  return of capital or  otherwise,  as the Company may by
     Ordinary Resolution determine.

4.   Subject to the Companies Acts, any preference shares may, with the sanction
     of an Ordinary Resolution, be issued on terms:

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

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

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

     The terms and manner of  redemption  shall be either as the  Company may in
     general  meeting  determine  or, in the event  that the  Company in general
     meeting may have so authorized,  as the Board of Directors or any committee
     thereof may by resolution determine before the issuance of such shares.

                             MODIFICATION OF RIGHTS

5.   Subject to the Companies  Acts, all or any of the rights for the time being
     attached to any class of shares for the time being  issued may from time to
     time (whether or not the Company is being wound up) be altered or abrogated
     with the  consent in writing of the  holders of not less than  seventy-five
     percent  in nominal  value of the  issued  shares of that class or with the
     sanction of a resolution  passed by a majority of  seventy-five  percent of
     the votes cast at a separate  general meeting of the holders of such shares
     voting in person or by proxy. To any such separate general meeting, all the
     provisions  of these  Bye-Laws as to general  meetings of the Company shall
     mutatis mutandis apply, but so that:

     (a)  the necessary  quorum at any such meeting shall be two or more persons
          (or in the event  that  there is only one  holder of the shares of the
          relevant  class,  one person)  holding or representing by proxy in the
          aggregate  at least one third in  nominal  value of the  shares of the
          relevant class;

     (b)  every holder of shares of the relevant  class  present in person or by
          proxy  shall be  entitled  on a poll to one vote for every  such share
          held by him; and

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

6.   The  rights  conferred  upon the  holders  of any shares or class of shares
     shall not, unless otherwise  expressly  provided in the rights attaching to
     or the  terms of issue of such  shares,  be  deemed  to be  altered  by the
     creation or issue of further shares ranking pari passu therewith.

                                     SHARES

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

8.   The  Board may in  connection  with the issue of any  shares  exercise  all
     powers of paying commission and brokerage conferred or permitted by law.

9.   Except as ordered by a court of competent jurisdiction,  as required by law
     or as otherwise  provided in these Bye-Laws,  no person shall be recognized
     by the Company as holding any share upon trust and the Company shall not be
     bound by or  required  in any way to  recognize  (even when  having  notice
     thereon) any equitable, contingent, future or partial interest in any share
     or any  interest  in any  fractional  part of a share or any other right in
     respect of any share except an absolute  right to the  entirety  thereof in
     the registered holder.

10.  No  shares  shall be issued  until  they are  fully  paid  except as may be
     prescribed by an Ordinary Resolution.

                                  CERTIFICATES

11.  The  preparation,  issue and delivery of certificates  shall be governed by
     the  Companies  Acts. A person whose name is entered in the Register as the
     holder of any shares  shall be entitled  to receive  within two months of a
     demand for same a certificate for such shares under the Seal of the Company
     as prima facie evidence of title of such person to such shares. In the case
     of a share held jointly by several  persons,  delivery of a certificate for
     such share to one of several joint holders shall be sufficient  delivery to
     all.

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

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

                                      LIEN

14.  The Company shall have a first and paramount lien on every share (not being
     a fully  paid  share) for all  moneys,  whether  presently  payable or not,
     called or payable,  at a date fixed by or in  accordance  with the terms of
     issue of such share in respect of such share,  and the  Company  shall also
     have a first and  paramount  lien on every  share  (other than a fully paid
     share) standing registered in the name of a Shareholder,  whether singly or
     jointly with any other person,  for all the debts and  liabilities  of such
     Shareholder or his estate to the Company,  whether the same shall have been
     incurred  before or after  notice to the  Company  of any  interest  of any
     person other than such Shareholder, and whether the time for the payment or
     discharge   of  the  same  shall  have   actually   arrived  or  not,   and
     notwithstanding  that the  same are  joint  debts  or  liabilities  of such
     Shareholder  or his estate and any other person,  whether a Shareholder  or
     not. The Company's  lien on a share shall extend to all  dividends  payable
     thereon.  The Board may at any time,  either generally or in any particular
     case,  waive any lien that has arisen or declare  any share to be wholly or
     in part exempt from the provisions of this Bye-Law.

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

16.  The net  proceeds  of sale by the  Company  of any shares on which it has a
     lien shall be applied in or  towards  payment or  discharge  of the debt or
     liability  in  respect  of  which  the  lien  exists  so far as the same is
     presently payable,  and any residue shall (subject to a like lien for debts
     or liabilities not presently payable as existed upon the share prior to the
     sale) be paid to the holder of the share immediately  before such sale. For
     giving  effect  to any such sale the Board  may  authorize  some  person to
     transfer the share sold to the purchaser  thereof.  The purchaser  shall be
     registered  as the  holder of the share and he shall not be bound to see to
     the  application  of the purchase money nor shall his title to the share be
     affected by any  irregularity or invalidity in the proceedings  relating to
     the sale.

                                 CALLS ON SHARES

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

18.  A call may be made payable by installments and shall be deemed to have been
     made at the time when the resolution of the Board  authorizing the call was
     passed.

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

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

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

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

                              FORFEITURE OF SHARES

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

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

25.  If the  requirements of any such notice as aforesaid are not compiled with,
     any share in respect  of which  such  notice has been given may at any time
     thereafter, before payment of all calls or installments and interest due in
     respect thereof has been made, be forfeited by a resolution of the Board to
     that  effect.  Such  forfeiture  shall  include all  dividends  declared in
     respect  of  the  forfeited   shares  and  not  actually  paid  before  the
     forfeiture.

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

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

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

29.  An affidavit  in writing  that the deponent is a Director or the  Secretary
     and  that a share  has  been  duly  forfeited  on the  date  stated  in the
     affidavit  shall be  conclusive  evidence  of the facts  therein  stated as
     against all persons  claiming to be entitled to the share.  The Company may
     receive  the  consideration  (if any)  given  for the  share  on the  sale,
     re-allotment or disposition thereof and the Board may authorize some person
     to transfer  the share to the person to whom the same is sold,  re-allotted
     or disposed of, and he shall  thereupon be  registered as the holder of the
     share  and  shall not be bound to see to the  application  of the  purchase
     money  (if any)  nor  shall  his  title to the  share  be  affected  by any
     irregularity or invalidity in the  proceedings  relating to the forfeiture,
     sale, re-allotment or disposal of the share.

                            REGISTER OF SHAREHOLDERS

30.  The Secretary  shall establish and maintain the Register of Shareholders at
     the  Registered  Office in the manner  prescribed  by the  Companies  Acts.
     Unless the Board otherwise  determines,  the Register of Shareholders shall
     be open to  inspection  in the  manner  prescribed  by the  Companies  Acts
     between 10:00 a.m. and 12:00 noon on every working day. Unless the Board so
     determines,  no Shareholder or intending  Shareholder  shall be entitled to
     have entered in the Register any  indication of any trust or any equitable,
     contingent,  future or partial interest in any share or any interest in any
     fractional  part of a share and if any such entry exists or is permitted by
     the  Board it shall  not be deemed to  abrogate  any of the  provisions  of
     Bye-Law 9.

31.  Subject to the  Companies  Act,  the Company may keep a branch  Register of
     Shareholders in any place, and the Board may make and vary such regulations
     as it  determines  in  respect  of the  keeping  of any such  Register  and
     maintaining a Registration Office in connection therewith.

                       REGISTER OF DIRECTORS AND OFFICERS

32.  The Secretary  shall establish and maintain a register of the Directors and
     Officers of the Company as required by the Companies  Acts. The register of
     Directors and Officers shall be open to inspection in the manner prescribed
     by the  Companies  Acts between  10:00 a.m. and 12:00 noon on every working
     day.

                               TRANSFER OF SHARES

33.  Subject to the Companies Acts and to such of the restrictions  contained in
     these Bye-Laws as may be applicable and to the provisions of any applicable
     United States  securities  laws  including  without  limitation  the United
     States  Securities  Act,  1933,  as  amended,  and  the  rules  promulgated
     thereunder,  any  Shareholder  may  transfer all or any of his shares by an
     instrument  of transfer in the usual common form or in any other form which
     the Board may approve.

34.  The  instrument  of  transfer of a share shall be signed by or on behalf of
     the transferor and, where any share is not fully-paid,  the transferee. The
     transferor shall be deemed to remain the holder of the share until the name
     of the transferee is entered in the Register in respect thereof. Should the
     Company be  permitted  to do so under the laws of  Bermuda,  the Board may,
     either  generally or in any particular case, upon request by the transferor
     or the  transferee,  accept  mechanically  or  electronically  (including a
     transfer by a London  Stock  Exchange  nominee to whom no  certificate  was
     issued)  executed  transfer and may also make such regulations with respect
     to transfer in addition to the provisions of these Bye-Laws as it considers
     appropriate. The Board may, in its absolute discretion, decline to register
     any transfer of any share which is not a fully-paid share.

     o    The Board shall  decline to register  the  transfer of any share,  and
          shall  direct  the  Registrar  to  decline  (and the  Registrar  shall
          decline) to register  the  transfer of any  interest in any share held
          through  the VPS, to a person  where the Board is of the opinion  that
          such transfer  might breach any law or requirement of any authority or
          any Listing  Exchange  until it has received  such  evidence as it may
          require to satisfy itself that no such breach would occur.

     o    The Board may decline to register the  transfer of any share,  and may
          direct the Registrar to decline (and the Registrar shall decline if so
          requested)  to register the transfer of any interest in any share held
          through the VPS, if the registration of such transfer would be likely,
          in the opinion of the Board, to result in fifty percent or more of the
          aggregate issued share capital of the Company or shares of the Company
          to which are attached  fifty percent or more of the votes  attached to
          all outstanding  shares of the Company being held or owned directly or
          indirectly,  (including,  without  limitation,  through  the VPS) by a
          person or persons  resident  for tax purposes in Norway (or such other
          jurisdiction  as the Board may nominate  from time to time),  provided
          that this provision  shall not apply to the  registration of shares in
          the name of the  Registrar  as nominee of persons  whose  interests in
          such  shares  are  reflected  in the VPS,  but  shall  apply,  mutatis
          mutandis,  to  interests  in shares  of the  Company  held by  persons
          through the VPS.

     o    For the purposes of this  Bye-Law,  each  Shareholder  (other than the
          Registrar  in respect of those  shares  registered  in its name in the
          Register  as nominee of persons  whose  interests  in such  shares are
          reflected  in the VPS) shall be deemed to be resident for tax purposes
          in the jurisdiction specified in the address shown in the Register for
          such  Shareholder,  and each  person  whose  interests  in shares  are
          reflected  in the VPS shall be deemed to be resident  for tax purposes
          in the jurisdiction specified in the address shown in the VPS for such
          person.  If such Shareholder or person is not resident for tax purpose
          in  such  jurisdiction  or if  there  is a  subsequent  change  in his
          residence for tax purposes,  such Shareholder shall notify the Company
          immediately of his residence for tax purposes.

     o    Where  any  Shareholder  or  person  whose  interests  in  shares  are
          reflected  in the VPS fails to notify the Company in  accordance  with
          the  foregoing,  the Board and the Registrar may suspend sine die such
          Shareholder's  or person's  entitlement to vote or otherwise  exercise
          any rights attaching to the shares or interests therein and to receive
          payments of income or capital  which  become due or payable in respect
          of such shares or interests and the Company shall have no liability to
          such  Shareholder  or  person  arising  out of  the  late  payment  or
          non-payment  of such sums and the Company may retain such sums for its
          own use and benefit.  In addition to the  foregoing  the Board and the
          Registrar may dispose of the shares in the Company or interests herein
          of such Shareholder or person at the best price reasonably  obtainable
          in all the circumstances. Where a notice informing such Shareholder or
          person of the proposed disposal of his shares or interests therein has
          been  served,  his shares or interest  therein may not be  transferred
          otherwise  than in  accordance  with  this  Bye-Law  34 and any  other
          purported  transfer of such shares or interests  therein  shall not be
          registered  in the books of the  Company  or the VPS and shall be null
          and void.

     o    The  provision  of  these  Bye-Laws  relating  to  the  protection  of
          purchaser  of shares  sold under lien or upon  forfeiture  shall apply
          mutatis  mutandis to a disposal of shares or interests  therein by the
          Company or the Registrar in accordance with this Bye-Law.

     o    Without  limiting the generality of the foregoing,  the Board may also
          decline to register any transfer unless:-

          (i)  the  instrument  of transfer is duly  stamped and lodged with the
               Company accompanied by the certificate for the shares to which it
               relates  if  any  and  such  other  evidence  as  the  Board  may
               reasonably  require to show the right of the  transferor  to make
               the transfer;

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

          (iii) where  applicable,   the  permission  of  the  Bermuda  Monetary
               Authority with respect thereto has been obtained.

     o    Subject to any  directions of the Board from time to time in force the
          Secretary  may exercise the powers and  discretion  of the Board under
          this Bye-Law and Bye-Laws 33 and 35.

     o    If fifty percent or more of the aggregate  issued share capital of the
          Company or shares to which are attached  fifty  percent or more of the
          votes attached to all  outstanding  shares of the Company are found to
          be  held  or  owned   directly  or  indirectly   (including,   without
          limitation,  through the VPS) by a person or persons  resident for tax
          purposes  in  Norway  (or such  other  jurisdiction  as the  Board may
          nominate  from time to time),  other than the  Registrar in respect of
          those  shares  registered  in its name in the  Register  as nominee of
          persons  whose  interests in such shares are reflected in the VPS, the
          Board shall make an announcement to such effect through the Oslo Stock
          Exchange, and the Board and the Registrar shall thereafter be entitled
          and  required  to dispose of such  number of shares of the  Company or
          interests  therein held or owned by such persons as will result in the
          percentage of the  aggregate  issued share capital of the Company held
          or owned as aforesaid  being less than fifty  percent,  and, for these
          purposes,  the Board and the  Registrar  shall in such case dispose of
          shares or interests therein owned by persons resident for tax purposes
          in the relevant  jurisdiction in question on the basis that the shares
          or interests  therein most recently  acquired shall be the first to be
          disposed of (i.e. on the basis of last acquired first sold) save where
          there is a breach of the  obligation to notify tax residency  pursuant
          to the  foregoing,  in which event the shares or interests  therein of
          the person in breach thereof shall be sold first.  Shareholders  shall
          not be  entitled  to raise  any  objection  to the  disposal  of their
          shares,   but  the  provisions  of  these  Bye-Laws  relating  to  the
          protection of purchasers of shares sold under lien or upon  forfeiture
          shall apply  mutatis  mutandis to any  disposal of shares or interests
          therein made in accordance with this Bye-Law.

35.  If the Board  declines to register a transfer it shall,  within  sixty days
     after the date on which the instrument of transfer was lodged,  send to the
     transferee notice of such refusal.

36.  No fee shall be  charged  by the  Company  for  registering  any  transfer,
     probate, letters of administration, certificate of death or marriage, power
     of attorney,  distringas or stop notice, order of court or other instrument
     relating to or affecting  the title to any share,  or  otherwise  making an
     entry in the Register relating to any share.

                             TRANSMISSION OF SHARES

37.  In the case of the death of a Shareholder, the survivor or survivors, where
     the deceased was a joint holder,  and the estate  representative,  where he
     was sole  holder,  shall be the only  person  recognized  by the Company as
     having any title to his shares;  but nothing herein contained shall release
     the estate of a deceased  holder (whether sole or joint) from any liability
     in respect of any share held by him solely or jointly  with other  persons.
     For the purpose of this Bye-Law,  estate representative means the person to
     whom  probate  or  letters of  administration  has or have been  granted in
     Bermuda or, failing any such person,  such other person as the Board may in
     its  absolute  discretion  determine  to be the  person  recognized  by the
     Company for the purpose of this Bye-Law.

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

39.  A person  becoming  entitled  to a share in  consequence  of the death of a
     Shareholder  or otherwise by operation of  applicable  law shall (upon such
     evidence  being  produced as may from time to time be required by the Board
     as to his  entitlement) be entitled to receive and may give a discharge for
     any dividends or other moneys payable in respect of the share, but he shall
     not be entitled in respect of the share to receive  notices of or to attend
     or vote at general  meetings  of the  Company  or,  save as  aforesaid,  to
     exercise  in  respect  of the share any of the  rights or  privileges  of a
     Shareholder  until he shall have become  registered as the holder  thereof.
     The Board may at any time give notice requiring such person to elect either
     to be registered  himself or to transfer the share and if the notice is not
     complied with within sixty days the Board may thereafter  withhold  payment
     of all  dividends  and other moneys  payable in respect of the shares until
     the requirements of the notice have been complied with.

40.  Subject  to any  directions  of the Board  from time to time in force,  the
     Secretary  may  exercise  the powers  and  discretions  of the Board  under
     Bye-Laws 37, 38 and 39.

                        DISCLOSURE OF MATERIAL INTERESTS

41.  a)   Any person  (other than the  Registrar  in respect of those  shares
          registered in its name in the Register as the nominee of persons whose
          interests  in such shares are  reflected  in the VPS) who  acquires or
          disposes of an interest in shares to the effect that the  requirements
          of the Oslo Stock Exchange in effect from time to time  concerning the
          duty to flag  changes in a person's  interest in shares  require  such
          changes to be notified shall notify the Registrar  immediately of such
          acquisition  or disposal and the resulting  interest of that person in
          shares.

     b)   For the purposes of this Bye-Law,  a person shall be deemed to have an
          interest in shares:

          (i)  owned by such person's spouse, minor child or cohabitant;

          (ii) owned by any body  corporate  in which such  person  owns  shares
               representing  the  majority of the votes  attaching to all of the
               issued  and  outstanding  shares of such body  corporate  or over
               which he has as owner of  shares  in such  body  corporate  or by
               virtue of an agreement a determining  influence and a substantial
               participation  (as those terms are  interpreted  by the Norwegian
               courts from time to time) in the results of such body corporate's
               operations;

         (iii) owned by any person  with whom such  person  acts in concert (as
               such  term is  interpreted  from  time to time by the Oslo  Stock
               Exchange), by virtue of any agreement or otherwise;

          (iv) registered  in the  name  of the  Registrar  in the  Register  as
               nominee  of such  person or of any person  referred  to in clause
               (i), (ii), or (iii) in relation to such person;

          (v)  which are issuable on the  exercise of any  options,  convertible
               bonds,  subscription rights or any other rights to acquire shares
               in which such person has an interest;

          (vi) subject  to a lien or other  security  interest  in favor of such
               person;

         (vii) which  are  issuable  on  the   exercise  of  purchase   rights,
               preemption  rights, or other rights related thereto in which such
               person  has  an  interest   and  which  are   activated   by  the
               acquisition, disposal or conversion of shares;

        (viii) subject  of any other  agreed  restriction  on a  Shareholder's
               right to dispose of same or to exercise such Shareholder's rights
               as a Shareholder,  in favor of such person,  except agreements to
               separate the dividend right from the ownership right of a share;

          (ix) in  connection  with the  acquisition  of which  there  was given
               guarantee of their  purchase  price by such person or such person
               otherwise  undertook a risk with respect to the value thereof and
               which guarantee or risk remains outstanding.

     (c)  The Registrar shall promptly report any such  notification of interest
          to the Oslo Stock Exchange and the Company.

     (d)  If a person fails to give  notification of a change in his interest in
          shares in accordance  with this Bye-Law 41 and the Board believes that
          such  person has  acquired  or  disposed  of an  interest in shares in
          circumstances  in  which  he  would  be  subject  to the  notification
          requirements of this Bye-Law 41, the Board shall require the Registrar
          to serve upon that person a notice:

          (i)  requiring  him to comply with the  notification  requirements  in
               relation to the change in his interest in shares; and

          (ii) informing  him that,  pending  compliance  with the  notification
               requirements,  the registered  holder or holders of the shares in
               which that person is interested  shall not be entitled to vote or
               otherwise  exercise  any rights  attaching to the shares to which
               the notice relates nor shall such registered holder or holders be
               entitled to receive  payments of income or capital  which  become
               due or payable in respect of such shares. The registered holder's
               or  holders'  entitlement  to such  payments  shall be  suspended
               pending compliance with the notification requirements without any
               liability  of the Company to such  holder or holders  arising for
               late payment or  nonpayment  and the Company may retain such sums
               for its own use and benefit during such period of suspension.

     (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 41.

                               INCREASE OF CAPITAL

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

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

44.  The new shares  shall be subject to all the  provisions  of these  Bye-Laws
     with  reference  to lien,  the  payment  of  calls,  forfeiture,  transfer,
     transmission and otherwise.

                              ALTERATION OF CAPITAL

45.  The Company may from time to time by Ordinary Resolution:

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

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

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

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

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

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

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

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

47.  The Company may from time to time purchase its own shares on such terms and
     in such manner as may be authorized  by the Board of Directors,  subject to
     the rules, if applicable,  of the London Stock Exchange, the New York Stock
     Exchange and the Oslo Stock Exchange.  In the event the Company  conducts a
     tender  offer for its  shares,  any such offer  which is made  through  the
     facilities  of  the  Oslo  Stock  Exchange  shall  be  expressed  as  being
     conditional  upon no Shareholders  or persons  resident for tax purposes in
     Norway (or such other  jurisdiction  as the Board may nominate from time to
     time)  owning or  controlling  fifty  percent or more of the  issued  share
     capital or the votes attaching to the issued and outstanding  share capital
     of the Company following such purchase.

     Any share so purchased shall be treated as cancelled, and the amount of the
     Company's  issued share capital shall be diminished by the nominal value of
     the shares purchased,  but such purchase shall not be taken as reducing the
     amount of the Company's authorized share capital.

47(a)Subject to the Companies  Act, the Company  shall have the option,  but not
     the obligation,  to repurchase  from any  Shareholder or  Shareholders  all
     fractions of shares, and all holdings of fewer than 100 shares,  registered
     in the name of said Shareholder or  Shareholders.  Such repurchase shall be
     on such terms and conditions as the Board may  determine,  provided that in
     any event,  the repurchase  price shall be not less than the closing market
     price per share  quoted on the New York  Stock  Exchange  or the Oslo Stock
     Exchange on the effective date of the repurchase. Each Shareholder shall be
     bound by the  determination  of the  Company to  repurchase  such shares or
     fractions thereof.  If the Company determines to repurchase any such shares
     or  fractions,  the Company shall give written  notice to each  Shareholder
     concerned  accompanied by a cheque or warrant for the repurchase  price and
     the relevant  shares,  fractions and  certificates in respect thereof shall
     thereupon be cancelled.

                              REDUCTION OF CAPITAL

48.  Subject to the Companies  Acts,  its  memorandum  and any  confirmation  or
     consent  required  by law or these  Bye-Laws,  the Company may from time to
     time by Ordinary  Resolution  authorize  the  reduction of its issued share
     capital or any  capital  redemption  reserve  fund or any share  premium or
     contributed surplus account in any manner.

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

                                GENERAL MEETINGS

50.  The Board  shall  convene and the Company  shall hold  general  meetings as
     Annual  General  Meetings  in  accordance  with  the  requirements  of  the
     Companies  Acts at such times and places  subject to the limitation set out
     below as the Board shall appoint. The Board may whenever it thinks fit, and
     shall when required by the Companies Acts,  convene general  meetings other
     than  Annual  General  Meetings  which  shall  be  called  Special  General
     Meetings.  Any such Annual or Special  General Meeting shall be held at any
     place other than Norway.

                           NOTICE OF GENERAL MEETINGS

51.  An Annual  General  Meeting  shall be called  by not less than  seven  days
     notice in writing and a Special General Meeting shall be called by not less
     than seven days notice in writing.  The notice period shall be exclusive of
     the day on which the notice is served or deemed to be served and of the day
     on which the  meeting to which it  relates is to be held and shall  specify
     the  place,  day and  time of the  meeting,  and in the  case of a  Special
     General  Meeting,  the general  nature of the  business  to be  considered.
     Notice of every general  meeting shall be given in any manner  permitted by
     Bye-Laws 127 and 128 to all Shareholders. Notwithstanding that a meeting of
     the  Company  is called by  shorter  notice  than  that  specified  in this
     Bye-Law, it shall be deemed to have been duly called if it is so agreed:

     (a)  in the case of a meeting  called as an Annual  General  Meeting by all
          the Shareholders entitled to attend and vote thereat;

     (b)  in the case of any  other  meeting  by a  majority  in  number  of the
          Shareholders having the right to attend and vote at the meeting, being
          a  majority  together  holding  not less than  ninety-five  percent in
          nominal value of the shares giving that right;

     provided  that   notwithstanding  any  provision  of  these  Bye-Laws,   no
     Shareholder  shall be entitled to attend any general  meeting unless notice
     in writing of the intention to attend and vote in person or by proxy signed
     by or on behalf of the Shareholder  (together with the power of attorney or
     other authority, if any, under which it is signed or a notarially certified
     copy thereof)  addressed to the  Secretary is deposited (by post,  courier,
     facsimile  transmission or other electronic means) at the Registered Office
     at least 48 hours before the time appointed for holding the general meeting
     or adjournment thereof.

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

53.  The Board may convene a Special General  Meeting  whenever it thinks fit. A
     Special  General Meeting shall also be convened by the Board on the written
     requisition  of  Shareholders  holding  at the date of the  deposit  of the
     requisition not less than one tenth in nominal value of the paid-up capital
     of the  Company  which as at the date of the  deposit  carries the right to
     vote at a general meeting of the Company.  The  requisition  must state the
     purposes  of the  meeting  and must be  signed by the  requisitionists  and
     deposited  at the  registered  office of the  Company,  and may  consist of
     several  documents  in  like  form  each  signed  by  one  or  more  of the
     requisitionists.

                         PROCEEDINGS AT GENERAL MEETING

54.  No business shall be transacted at any general meeting unless the requisite
     quorum is present when the meeting proceeds to business, but the absence of
     a quorum  shall not  preclude  the  appointment,  choice or  election  of a
     chairman which shall not be treated as part of the business of the meeting.
     Save as  otherwise  provided by these  Bye-Laws,  the quorum at any general
     meeting shall be constituted by one or more shareholders, either present in
     person or represented by proxy, holding in the aggregate shares carrying 33
     1/3% of the voting rights entitled to be exercised at such meeting.

55.  If within five  minutes (or such longer time as the chairman of the meeting
     may determine to wait) after the time  appointed for the meeting,  a quorum
     is  not  present,   the  meeting,   if  convened  on  the   requisition  of
     Shareholders,  shall be  dissolved.  In any  other  case,  it  shall  stand
     adjourned  to such other day and such other time and place as the  chairman
     of the meeting may determine and at such adjourned meeting two Shareholders
     or, in the  event  that  there is only one  Shareholder,  one  Shareholder,
     present in person or by proxy  (whatever the number of shares held by them)
     shall be a quorum. The Company shall give not less than five days notice of
     any meeting  adjourned through want of a quorum and such notice shall state
     that two  Shareholders or, in the event that there is only one Shareholder,
     one  Shareholder,  present  in person or by proxy  (whatever  the number of
     shares held by them) shall be a quorum.

56.  A meeting of the  Shareholders or any class thereof may be held by means of
     such telephone,  electronic or other communication facilities as permit all
     persons  participating  in the  meeting  to  communicate  with  each  other
     simultaneously and  instantaneously and participation in such meeting shall
     constitute presence in person at such meeting.

57.  Each Director and the Company's  auditor and Secretary shall be entitled to
     attend and speak at any general meeting of the Company.

58.  The Chairman (if any) of the Board or, in his absence,  the President shall
     preside as chairman at every general meeting.  If there is no such Chairman
     or President,  or if at any meeting  neither the Chairman nor the President
     is present  within five minutes  after the time  appointed  for holding the
     meeting, or if neither of them is willing to act as chairman, the Directors
     present  shall choose one of their number to act or if one Director only is
     present he shall  preside as  chairman if willing to act. If no Director is
     present or if each of the Directors present declines to take the chair, the
     persons  present  and  entitled  to vote on a poll shall elect one of their
     number to be chairman.

59.  The chairman of the meeting may,  with the consent of those  present at any
     meeting  at which a quorum is  present  (and  shall if so  directed  by the
     meeting), adjourn the meeting from time to time and from place to place but
     no business shall be transacted at any adjourned  meeting  except  business
     which might  lawfully  have been  transacted  at the meeting from which the
     adjournment  took  place.  When a meeting is  adjourned  for thirty days or
     more,  notice of the adjourned  meeting shall be given as in the case of an
     original meeting.

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

                                     VOTING

61.  Save where a greater  majority is required by the  Companies  Acts or these
     Bye-Laws,  any question  proposed for  consideration at any general meeting
     shall be decided on by Ordinary Resolution.

62.  The Board may, with the sanction of an Ordinary Resolution,  amalgamate the
     Company with another  company  (whether or not the Company is the surviving
     company  and whether or not such an  amalgamation  involves a change in the
     jurisdiction of the Company).

63.  At any general  meeting,  a resolution put to the vote of the meeting shall
     be decided on a show of hands unless  (before or on the  declaration of the
     result of the show of hands or on the  withdrawal of any other demand for a
     poll) a poll is demanded by:

     (a)  the chairman of the meeting; or

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

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

     (d)  a shareholder  or  shareholders  present in person or  represented  by
          proxy  holding  shares  conferring  the right to vote at such meeting,
          being  shares on which an  aggregate  sum has been paid up equal to at
          least one-tenth of the total sum paid up on all such shares conferring
          such right.

     Unless a poll is so demanded and the demand is not withdrawn, a declaration
     by the chairman that a resolution has, on a show of hands,  been carried or
     carried  unanimously  or by a  particular  majority  or  not  carried  by a
     particular majority or lost shall be final and conclusive,  and an entry to
     that effect in the Minute Book of the Company shall be conclusive  evidence
     of the fact  without  proof of the number of votes  recorded for or against
     such resolution.

64.  A  poll  demanded  on the  election  of a  chairman,  or on a  question  of
     adjournment,  shall  be  taken  forthwith.  A poll  demanded  on any  other
     question shall be taken in such manner and either forthwith or at such time
     (being not later than three  months after the date of the demand) and place
     as the  chairman  shall  direct.  It shall  not be  necessary  (unless  the
     chairman otherwise directs) for notice to be given of a poll.

65.  The demand for a poll shall not  prevent the  continuance  of a meeting for
     the  transaction  of any business other than the question on which the poll
     has been  demanded  and it may be withdrawn at any time before the close of
     the meeting or the taking of the poll whichever is the earlier.

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

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

68.  If a poll is duly  demanded,  the  result of the poll shall be deemed to be
     the resolution of the meeting at which the poll is demanded.

69.  In the case of any  equality  of votes at a general  meeting,  whether on a
     show of hands or on a poll,  the  chairman  of such  meeting  shall  not be
     entitled to a second or casting vote.

70.  Subject to the  provisions of these  Bye-Laws and to any special  rights or
     restrictions as to voting for the time being attached to any shares,  every
     Shareholder  who is present in person or by proxy or proxies shall have one
     vote for every share of which he is the holder.

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

72.  A Shareholder who is a patient for any purpose of any statute or applicable
     law relating to mental  health or in respect of whom an order has been made
     by any Court having  jurisdiction  for the  protection or management of the
     affairs of persons  incapable of managing their own affairs may vote by his
     receiver,  committee,  curator  bonis or other  person  in the  nature of a
     receiver,  committee  or  curator  bonis  appointed  by such Court and such
     receiver,  committee,  curator bonis or other person may vote by proxy, and
     may  otherwise  act and be treated as such  Shareholder  for the purpose of
     general meetings.

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

74.  If (i) any objection shall be raised to the  qualification  of any voter or
     (ii) any votes have been  counted  which ought not to have been  counted or
     which might have been  rejected  or (iii) any votes are not  counted  which
     ought to have been  counted,  the  objection or error shall not vitiate the
     decision of the meeting or adjourned  meeting on any resolution  unless the
     same is raised or pointed  out at the  meeting  or, as the case may be, the
     adjourned  meeting at which the vote objected to is given or tendered or at
     which the error  occurs.  Any  objection  or error shall be referred to the
     chairman of the meeting and shall only  vitiate the decision of the meeting
     on any  resolution if the chairman  decides that the same may have affected
     the decision of the  meeting.  The decision of the chairman on such matters
     shall be final and conclusive.

                      PROXIES AND CORPORATE REPRESENTATIVES

75.  A  Shareholder  may  appoint  one or more  proxies  to  attend at a general
     meeting of the Company and to vote on his behalf and proxies appointed by a
     single Shareholder need not all exercise their vote in the same manner. The
     instrument  appointing  a proxy  shall be in writing  under the hand of the
     appointor  or of his  attorney  authorized  by him in  writing  or,  if the
     appointor is a body  corporate,  either under its seal or under the hand of
     an officer, attorney or other person authorized to sign the same.

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

77.  Subject to Bye-Law 76, the instrument appointing a proxy together with such
     other  evidence as to its due  execution as the Board may from time to time
     require,  shall be delivered at the Registered  Office, at the place of the
     meeting,  or at such place as may be specified in the notice  convening the
     meeting or in any notice of any  adjournment,  or, in either  case,  in any
     document sent  therewith,  prior to the holding of the meeting or adjourned
     meeting at which the person named in the instrument proposes to vote or, in
     the case of a poll taken  subsequent  to the date of a meeting or adjourned
     meeting,  before  the  time  appointed  for the  taking  of the poll and in
     default the instrument of proxy shall not be treated as valid.

78.  Instruments  of proxy  shall be in any common form or in such other form as
     the Board may approve  and the Board may,  if it thinks fit,  send out with
     the notice of any  meeting  forms of  instruments  of proxy for use at that
     meeting.  The  instrument  of proxy shall be deemed to confer  authority to
     vote on any  amendment of a  resolution  put to the meeting for which it is
     given as the proxy  thinks fit.  The  instrument  of proxy shall unless the
     contrary  is stated  therein  be valid as well for any  adjournment  of the
     meeting as for the meeting to which it relates.

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

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

                    TRANSACTIONS WITH PRINCIPAL SHAREHOLDERS

81.  (a) Subject to paragraph (e) below,  where any transaction with a Principal
         Shareholder is proposed, a circular must be sent to each Shareholder.

     (b)  For the purposes of this Bye-Law:

          (i)  "transaction  with a Principal  Shareholder"  means a transaction
               (other than a  transaction  of a revenue  nature in the  ordinary
               course  of  business)   between  the  Company,   or  any  of  its
               subsidiaries,  and a Principal  Shareholder  or an Associate of a
               Principal Shareholder; and

          (ii) "Principal Shareholder" means any person (excluding the Registrar
               in respect of those shares registered in its name on the Register
               as  nominee  of  persons  whose  interests  in  such  shares  are
               reflected in the VPS and any bare  trustee) who is, or was within
               the twelve months preceding the date of the transaction, entitled
               to exercise,  or to control the exercise of, whether  directly or
               indirectly  (including  through interests in shares registered in
               the name of the  Registrar  on the  Register  as  nominee of such
               person whose  interests in such shares are reflected in the VPS),
               twenty  percent  or more  of the  votes  attaching  to all of the
               issued shares.

     (c)  Any circular sent to  Shareholders  in accordance  with  paragraph (a)
          above shall provide sufficient  information to enable each Shareholder
          to  evaluate  the  effects of the  transaction  on the  Company or the
          relevant subsidiary.

     (d)  The  provisions  of paragraph  (a) of this Bye-Law shall apply mutatis
          mutandis to any variation or novation of an existing agreement between
          the Company (or any of its subsidiaries)  and a Principal  Shareholder
          (or Associate of a Principal  Shareholder)  whether or not at the time
          that the  original  agreement  was entered into the latter party was a
          Principal Shareholder (or Associate of a Principal Shareholder).

     (e)  Notwithstanding  the  foregoing,  the provisions of this Bye-Law shall
          not apply to any of the following transactions:

          (i)  an issue of new  shares  for cash by the  Company  (or any of its
               subsidiaries); or

          (ii) the  issue  of  shares  of  the   Company   (or  of  any  of  its
               subsidiaries) pursuant to an employee share scheme of the Company
               (or such subsidiary); or

         (iii) an  underwriting  of all or part of an  issue of  shares  by the
               Company (or any of its subsidiaries) where the consideration paid
               by  the  Company  (or  such   subsidiary)   in  respect  of  such
               underwriting  is no more than the usual  commercial  underwriting
               consideration  and  is  determined  on  the  same  basis  as  the
               consideration to be paid to the other underwriters (if any); or

          (iv) a  transaction  that is not  material.  For the  purposes of this
               Bye-Law a transaction shall be material where the market value of
               the assets which are the subject of the transaction (ignoring for
               these purposes any related indebtedness) is greater than or equal
               to five  percent of the net  assets of the  Company as set out in
               the latest audited accounts of the Company then available (or, if
               there are none, in the latest consolidated balance sheet reported
               on by the auditors of the Company) or, if less,  U.S.$20,000,000;
               or

          (v)  a  transaction  in  which a  Principal  Shareholder  participates
               solely by virtue of his  shareholding  in, or interests in shares
               of, the Company and on a pro-rata basis with the other holders of
               shares  or  interests  in  shares  of the  relevant  class of the
               Company,  including,  without  limitation,  the  declaration of a
               dividend  by the Company or other  distribution  of assets of the
               Company.

                      APPOINTMENT AND REMOVAL OF DIRECTORS

82.  The  number  of  Directors  shall be such  number  not less than two as the
     Company by Ordinary  Resolution  may from time to time  determine  and each
     Director shall hold office until the next annual general meeting  following
     his election or until his successor is elected.

83.  The  Company  shall at the  Annual  General  Meeting  and may in a  general
     meeting by Ordinary Resolution determine the minimum and the maximum number
     of  Directors  and may by Ordinary  Resolution  determine  that one or more
     vacancies in the Board shall be deemed casual vacancies for the purposes of
     these  Bye-Laws.  Without  prejudice  to the  power of the  Company  in any
     general  meeting in pursuance of any of the provisions of these Bye-Laws to
     appoint  any person to be a  Director,  the  Board,  so long as a quorum of
     Directors remains in office,  shall have power at any time and from time to
     time to appoint  any  individual  to be a  Director  so as to fill a casual
     vacancy.

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

                  RESIGNATION AND DISQUALIFICATION OF DIRECTORS

85.  The office of a Director  shall be vacated upon the happening of any of the
     following events:

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

     (b)  if he  becomes  of unsound  mind or a patient  for any  purpose of any
          statute or  applicable  law  relating  to mental  health and the Board
          resolves that he shall be removed from office;

     (c)  if he becomes bankrupt or compounds with his creditors;

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

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

                               ALTERNATE DIRECTORS

86.  (a)  The  Company  may by  Ordinary  Resolution  elect a person or  persons
          qualified to be Directors  to act as Directors in the  alternative  to
          any of the  Directors  of the  Company or may  authorize  the Board to
          appoint such Alternate Directors and a Director may appoint and remove
          his own Alternate Director. Any appointment or removal of an Alternate
          Director by a Director  shall be effected  by  depositing  a notice of
          appointment  or removal with the Secretary at the  Registered  Office,
          signed by such Director,  and such appointment or removal shall become
          effective  on the date of  receipt  by the  Secretary.  Any  Alternate
          Director may be removed by Ordinary  Resolution of the Company and, if
          appointed  by the  Board,  may be  removed  by the  Board.  Subject as
          aforesaid,  the office of Alternate  Director shall continue until the
          next annual  election of Directors  or, if earlier,  the date on which
          the relevant Director ceases to be a Director.  An Alternate  Director
          may also be a Director  in his own right and may act as  alternate  to
          more than one Director.

     (b)  A  Director  may at any  time,  by  notice  in  writing  signed by him
          delivered to the  Registered  Office of the Company or at a meeting of
          the Board,  appoint any person (including  another Director) to act as
          Alternate  Director  in his place  during his  absence and may in like
          manner at any time determine such  appointment.  If such person is not
          another Director such appointment  unless  previously  approved by the
          Board shall have  effect  only upon and subject to being so  approved.
          The  appointment  of an  Alternate  Director  shall  determine  on the
          happening of any event which,  were he a Director,  would cause him to
          vacate such office or if his appointor ceases to be a Director.

                  DIRECTORS' FEES AND ADDITIONAL REMUNERATION AND EXPENSES

87.  The  amount,  if  any,  of  Directors'  fees  shall  from  time  to time be
     determined  by the Company by Ordinary  Resolution  and in the absence of a
     determination to the contrary in general meeting, such fees shall be deemed
     to  accrue  from  day to day.  Each  Director  may be paid  his  reasonable
     traveling, hotel and incidental expenses properly incurred in attending and
     returning from meetings of the Board or committees  constituted pursuant to
     these Bye-Laws or general meetings and shall be paid all expenses  properly
     and reasonably  incurred by him in the conduct of the Company's business or
     in the discharge of his duties as a Director. Any Director who, by request,
     goes or resides  abroad for any  purposes  of the  Company or who  performs
     services which in the opinion of the Board go beyond the ordinary duties of
     a Director may be paid such extra  remuneration  (whether by way of salary,
     commission,  participation  in  profits  or  otherwise)  as the  Board  may
     determine,  and  such  extra  remuneration  shall  be in  addition  to  any
     remuneration provided for by or pursuant to any other Bye-Law.

                              DIRECTORS' INTERESTS

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

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

     (c)  Subject to the  provisions  of the  Companies  Acts,  a  Director  may
          notwithstanding  his office be a party to or otherwise  interested  in
          any  transaction  or  arrangement  with the  Company  or in which  the
          Company is otherwise interested and may be a director or other officer
          of,  employed by, a party to any  transaction or arrangement  with, or
          otherwise  interested in any body corporate promoted by the Company or
          in which the  Company  is  interested.  The  Board may also  cause the
          voting power  conferred by the shares in any other body corporate held
          or owned by the Company to be exercised in such manner in all respects
          as it thinks  fit,  including  the  exercise  thereof  in favor of any
          resolution  appointing the Directors or any of them to be directors or
          officers of such other body corporate,  or voting or providing for the
          payment of  remuneration  to the  directors  or officers of such other
          body corporate.

     (d)  So long as,  where it is  necessary,  he  declares  the  nature of his
          interest  at the first  opportunity  at a  meeting  of the Board or by
          writing to the Directors as required by the Companies Acts, a Director
          shall not by reason of his office be  accountable  to the  Company for
          any benefit  which he derives from any office or  employment  to which
          these  Bye-Laws  allow him to be appointed or from any  transaction or
          arrangement in which these Bye-Laws allow him to be interested, and no
          such  transaction or arrangement  shall be liable to be avoided on the
          ground of any interest or benefit.

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

                         POWERS AND DUTIES OF THE BOARD

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

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

91.  All  checks,   promissory  notes,  drafts,  bills  of  exchange  and  other
     instruments,  whether  negotiable or  transferable or not, and all receipts
     for money paid to the Company shall be signed, drawn, accepted, endorsed or
     otherwise  executed,  as the case may be, in such manner as the Board shall
     from time to time by resolution determine.

92.  The Board on behalf of the  Company may  provide  benefits,  whether by the
     payment of gratuities or pensions or  otherwise,  for any person  including
     any  Director  or  former  Director  who has held any  executive  office or
     employment with the Company or with any body corporate which is or has been
     a subsidiary or affiliate of the Company or a  predecessor  in the business
     of the Company or of any such subsidiary or affiliate, and to any member of
     his family or any person who is or was dependent on him, and may contribute
     to any fund and pay  premiums  for the  purchase or  provision  of any such
     gratuity, pension or other benefit, or for the insurance of any such person
     in connection with the provision of pensions.  The Board may also establish
     and maintain any employees'  share scheme,  share option or share incentive
     scheme approved by Ordinary  Resolution  whereby selected  employees of the
     Company or of any company  which is a  subsidiary  of the Company are given
     the  opportunity  of acquiring  shares in the capital of the Company on the
     terms and subject to the  conditions  set out in such scheme and  establish
     and (if any such  scheme so  provides)  contribute  to any  scheme  for the
     purchase by or  transfer,  allotment  or issue to trustees of shares in the
     Company to be held for the benefit of employees  (including  Directors  and
     officers)  of the Company and  subject to the  Companies  Act lend money to
     such trustees or employees to enable the purchase of such shares.

93.  The  Board may from  time to time  appoint  one or more of its body to be a
     managing  director,  joint  managing  director  or  an  assistant  managing
     director  or to hold any other  employment  or  executive  office  with the
     Company for such period and upon such terms as the Board may  determine and
     may revoke or  terminate  any such  appointments.  Any such  revocation  or
     termination  as  aforesaid  shall be  without  prejudice  to any  claim for
     damages that such  Director may have against the Company or the Company may
     have  against  such  Director  for any  breach of any  contract  of service
     between him and the Company  which may be  involved in such  revocation  or
     termination.  Any person so appointed shall receive such  remuneration  (if
     any,  whether by way of  salary,  commission,  participation  in profits or
     otherwise) as the Board may determine, and either in addition to or in lieu
     of his remuneration as a Director.

                        DELEGATION OF THE BOARD'S POWERS

94.  The Board may by power of attorney  appoint any company,  firm or person or
     any fluctuating body of persons,  whether nominated  directly or indirectly
     by the Board,  to be the  attorney  or  attorneys  of the  Company for such
     purposes and with such power,  authorities and  discretions  (not exceeding
     those vested in or exercisable  by the Board under these  Bye-Laws) and for
     such period and  subject to such  conditions  as it may think fit,  and any
     such power of attorney may contain such  provisions  for the protection and
     convenience of persons  dealing with any such attorney and of such attorney
     as the Board may think fit,  and may also  authorize  any such  attorney to
     sub-delegate all or any of the powers,  authorities and discretions  vested
     in him. The Board may revoke or vary any such  delegation of power,  but no
     person  dealing  in good faith with such  delegate  without  notice of such
     revocation or variation shall be affected by such revocation or variation.

95.  The Board may  entrust  to and confer  upon any  Director  or  officer  or,
     without  prejudice to the provisions of Bye-Law 97, other individual any of
     the  powers  exercisable  by it upon such  terms and  conditions  with such
     restrictions  as it thinks fit,  and either  collaterally  with,  or to the
     exclusion  of its own powers,  and may from time to time revoke or vary all
     or any of such  powers  but no person  dealing  in good  faith and  without
     notice of such revocation or variation shall be affected thereby.

96.  The Board may delegate any of its powers,  authorities  or  discretions  to
     committees,  consisting  of such  person or  persons  (whether  a member or
     members  of its body or not) as it  thinks  fit.  Any  committee  so formed
     shall,  in the  exercise  of the powers,  authorities  and  discretions  so
     delegated,  conform to any regulations  which may be imposed upon it by the
     Board.  The Board may  revoke or vary any such  delegation  of its  powers,
     authorities  and  discretions,  but no  person  dealing  in good  faith and
     without notice of such revocation or variation shall be affected thereby.

                            PROCEEDINGS OF THE BOARD

97.  The Board may meet for the  despatch of  business,  adjourn  and  otherwise
     regulate its meetings as it thinks fit, provided that Board meetings are to
     be held outside  Norway and the United  Kingdom.  Questions  arising at any
     meeting  shall be determined by a majority of votes cast. 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 Board meeting.

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

99.  (a)  The quorum  necessary for the transaction of the business of the Board
          may be fixed by the Board  and,  unless so fixed at any other  number,
          shall be a  majority  of the  Board  present  in  person  or by proxy,
          provided  that a quorum shall not be present  unless a majority of the
          Directors present are not resident in Norway.  Any Director who ceases
          to be a Director at a Board  meeting may continue to be present and to
          act as a Director and be counted in the quorum  until the  termination
          of the Board meeting if no other  Director  objects and if otherwise a
          quorum of Directors would not be present.

     (b)  Subject  to the  provisions  of  Bye-Law  89,  a  Director  who to his
          knowledge is in any way, whether directly or indirectly, interested in
          a contract or proposed  contract,  transaction or arrangement with the
          Company and has complied with the provisions of the Companies Acts and
          these  Bye-Laws  with regard to  disclosure  of his interest  shall be
          entitled  to  vote  in  respect  of  any  contract,   transaction   or
          arrangement  in  which he is so  interested  and if he shall do so his
          vote  shall  be  counted,  and he  shall  be  taken  into  account  in
          ascertaining whether a quorum is present.

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

101. The Chairman (if any) of the Board or, in his absence,  the President shall
     preside as  chairman  at every  meeting  of the Board.  If there is no such
     Chairman or  President,  or if at any meeting  neither the Chairman nor the
     President  is present  within five  minutes  after the time  appointed  for
     holding the  meeting,  or if neither of them is willing to act as chairman,
     the Directors  present may choose one of their number to be chairman of the
     meeting.

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

103. A  resolution  in writing  signed by all the  Directors  for the time being
     entitled to receive  notice of a meeting of the Board or by all the members
     of a  committee  for the time being  shall be as valid and  effectual  as a
     resolution passed at a meeting of the Board or, as the case may be, of such
     committee duly called and constituted.  Such resolution may be contained in
     one document or in several documents in the like form each signed by one or
     more of the Directors or members of the committee concerned.

104. A meeting of the Board or a committee appointed by the Board may be held by
     means of such telephone,  electronic or other  communication  facilities as
     permit all persons  participating  in the meeting to communicate  with each
     other  simultaneously  and  instantaneously  and  participation  in  such a
     meeting shall constitute  presence in person at such meeting.  A meeting of
     the Board or committee  appointed by the Board held in the foregoing manner
     shall be deemed  to take  place at the place  where  the  largest  group of
     participating  Directors or committee  members has assembled or, if no such
     group exists, at the place where the chairman of the meeting  participates.
     The Board or relevant  committee  shall use its best  endeavours  to ensure
     that any such  meeting  is not  deemed  to have  been held in Norway or the
     United  Kingdom,  and the fact that one or more Directors may be present at
     such  teleconference  by virtue of his  being  physically  in Norway or the
     United Kingdom shall not deem such meeting to have taken place in Norway or
     the United Kingdom.

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

                                    OFFICERS

106. The officers of the Company shall include a President and a  Vice-President
     who  shall be  Directors  and  shall  be  elected  by the  Board as soon as
     possible after the statutory  meeting and each annual general  meeting.  In
     addition,  the Board may appoint one of the Directors to be Chairman of the
     Board and any person  whether  or not he is a  Director  to hold such other
     office (including any additional  Vice-Presidencies)  as the Board may from
     time to time  determine.  Any person elected or appointed  pursuant to this
     Bye-Law  shall hold office for such period and upon such terms as the Board
     may  determine  and the Board may revoke or terminate  any such election or
     appointment.  Any such revocation or termination shall be without prejudice
     to any claim for damages  that such officer may have against the Company or
     the Company may have against such officer for any breach of any contract of
     service  between  him  and  the  Company  which  may be  involved  in  such
     revocation or termination.  Save as provided in the Companies Acts or these
     Bye-Laws,  the powers and duties of the  officers of the  Company  shall be
     such (if any) as are determined from time to time by the Board.

                                     MINUTES

107. The Directors shall cause minutes to be made and books kept for the purpose
     of recording:

     (a) all appointments of officers made by the Directors;

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

     (c)  all  proceedings  at  meetings of the  Company,  of the holders of any
          class of shares in the Company, and of committees; and

     (d)  all proceedings of managers (if any).

                                    SECRETARY

108. The Secretary shall be appointed by the Board at such remuneration (if any)
     and upon such terms as it may think fit and any  Secretary so appointed may
     be removed by the Board.

     The duties of the Secretary shall be those prescribed by the Companies Acts
     together with such other duties as shall from time to time be prescribed by
     the Board.

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

                                    THE SEAL

110. (a)  The  seal of the  Company  shall  be in such  form  as the  Board  may
          determine.  The Board may  adopt one or more  duplicate  seals for use
          outside Bermuda.

     (b)  The seal of the Company shall not be affixed to any instrument  except
          attested by the  signature of a Director and the  Secretary or any two
          Directors,  or any  person  appointed  by the Board for that  purpose,
          provided that any Director,  Officer or Resident  Representative,  may
          affix the seal of the Company  attested by such  Director,  Officer or
          Resident  Representative's  signature to any  authenticated  copies of
          these  Bye-Laws,  the  incorporating  documents  of the  Company,  the
          minutes  of  any  meetings  or  any  other  documents  required  to be
          authenticated by such Director, Officer or Resident Representative.

                          DIVIDENDS AND OTHER PAYMENTS

111. The Board may from time to time declare cash dividends or distributions out
     of contributed  surplus to be paid to the  Shareholders  according to their
     rights and interests  including interim dividends as appear to the Board to
     be justified  by the  position of the  Company.  The Board may also pay any
     fixed cash  dividend  which is payable  on any shares of the  Company  half
     yearly or on such other dates,  whenever the position of the Company in the
     opinion of the Board, justifies such payment.

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

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

     (b)  dividends  or  distributions   out  of  contributed   surplus  may  be
          apportioned  and paid pro rata according to the amounts paid up on the
          shares  during  any  portion or  portions  of the period in respect of
          which the dividend or distribution is paid.

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

114. No dividend,  distribution  or other moneys payable by the Company on or in
     respect  of any share  shall  bear  interest  against  the  Company  unless
     otherwise provided by the rights attached to such share.

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

116. Any  dividend  or  proceeds  of share  repurchase  or  distribution  out of
     contributed  surplus  unclaimed  for a period of six years from the date of
     declaration   of  such   dividend  or  proceeds  of  share   repurchase  or
     distribution  shall be forfeited  and shall revert to the Company,  and the
     payment by the Board of any unclaimed dividend,  distribution,  interest or
     proceeds of share  repurchase  or other sum payable on or in respect of the
     share into a separate account shall not constitute the Company a trustee in
     respect thereof.

117. The  Board  may  direct  payment  or   satisfaction   of  any  dividend  or
     distribution  out  of  contributed   surplus  wholly  or  in  part  by  the
     distribution  of specific  assets and, in particular,  of paid up shares or
     debentures of any other body corporate,  and where any difficulty arises in
     regard to such  distribution  or  dividend  the  Board may  settle it as it
     thinks  expedient and, in particular,  may authorize any person to sell and
     transfer any fractions or may ignore  fractions  altogether and may fix the
     value for distribution or dividend purposes of any such specific assets and
     may determine that cash payments shall be made to any Shareholders upon the
     basis of the value so fixed in order to secure equality of distribution and
     may vest any such specific  assets in trustees as may seem expedient to the
     Board.

                                    RESERVES

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

                            CAPITALIZATION OF PROFITS

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

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

                                  RECORD DATES

121. Notwithstanding any other provision of these Bye-Laws the Directors may fix
     any date as the record date for:

     (a)  determining  the Members  entitled  to receive  any  dividend or other
          distribution  and such record date may be on, or not more than 30 days
          before or after,  any date on which such dividend or  distribution  is
          declared;

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

                               ACCOUNTING RECORDS

122. The Board shall cause to be kept  accounting  records  sufficient to give a
     fair  presentation  in all material  respects of the state of the Company's
     affairs and to show and explain its  transactions  in  accordance  with the
     Companies Acts.

123. The records of account  shall be kept at the  Registered  Office or at such
     other  place or places as the  Board  thinks  fit and shall at all times be
     open to  inspection  by the  Directors;  PROVIDED  that if the  records  of
     account are kept at some place outside  Bermuda,  there shall be kept at an
     office of the Company in Bermuda  such  records as will enable the Director
     to ascertain with reasonable accuracy the financial position of the Company
     at the  end of each  three-month  period.  No  Shareholder  (other  than an
     officer of the  Company)  shall have any right to  inspect  any  accounting
     record or book or document of the Company except as required by any Listing
     Exchange,  by law,  by  regulations  or as  authorized  by the  Board or by
     Ordinary Resolution.

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

                                      AUDIT

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

                     SERVICE OF NOTICES AND OTHER DOCUMENTS

126. Any notice or other document  (including a share  certificate)  shall be in
     writing (except where otherwise  expressly  stated) and may be served on or
     delivered to any Shareholder by the Company either personally or by sending
     it through  the mail (by  airmail  where  applicable)  in a prepaid  letter
     addressed to such  Shareholder  at his address as appearing in the Register
     or by delivering  it to or leaving it at such  registered  address.  In the
     case of joint  holders  of a share,  service or  delivery  of any notice or
     other  document on or to one of the joint holders shall for all purposes be
     deemed as sufficient  service on or delivery to all the joint holders.  Any
     notice  or other  document  if sent by mail  shall be  deemed  to have been
     served or delivered two Business Days after it was put in the mail; and, in
     proving such service or delivery,  it shall be sufficient to prove that the
     notice or document was properly addressed, stamped and put in the mail.

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

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

                                   WINDING UP

129. If the Company shall be wound up, the liquidator  may, with the sanction of
     an  Extraordinary  Resolution  and  any  other  sanction  required  by  the
     Companies Acts,  divide among the  Shareholders in specie or kind the whole
     or any part of the assets of the  Company  (whether  they shall  consist of
     property of the same kind or not) and may for such purposes set such values
     as he deems  fair upon any  property  to be divided  as  aforesaid  and may
     determine  how  such   division   shall  be  carried  out  as  between  the
     Shareholders or different classes of Shareholders. The liquidator may, with
     the like  sanction,  vest the whole or any part of such  assets in trustees
     upon such trust for the benefit of the contributors as the liquidator, with
     the like  sanction,  shall think fit, but so that no  Shareholder  shall be
     compelled  to accept any  shares or other  assets  upon which  there is any
     liability.

                                    INDEMNITY

130. Subject to the proviso below every person who is or was a Director, officer
     of the Company or member of a committee  constituted  under Bye-Law 96 (the
     "Company  Indemnitee") or who is or was a director or officer of any of the
     Company's subsidiaries  ("Subsidiary  Indemnitee") shall be indemnified out
     of the funds of the Company against all civil liabilities,  loss, damage or
     expense (including but not limited to liabilities under contract,  tort and
     statute or any  applicable  foreign law or  regulation  and all  reasonable
     legal and other costs and expenses  properly  payable) incurred or suffered
     by him as such Director,  officer of the Company or committee member, or as
     a  director  or  officer  of any  of the  Company's  subsidiaries  and  the
     indemnity  contained in this Bye-Law shall extend to any person acting as a
     Director,  officer of the Company or committee  member, or as a director or
     officer of any of the Company's  subsidiaries in the reasonable belief that
     he has been so  appointed  or  elected  notwithstanding  any defect in such
     appointment  or election  PROVIDED  ALWAYS that the indemnity  contained in
     this  Bye-Law  shall not extend to any matter  which  would  render it void
     pursuant to the Companies Acts.

131. Every Company Indemnitee or Subsidiary  Indemnitee shall be indemnified out
     of the funds of the Company against all liabilities incurred by him as such
     Company  Indemnitee or Subsidiary  Indemnitee in defending any proceedings,
     whether civil or criminal,  in which judgment is given in his favor,  or in
     which he is acquitted,  or in  connection  with any  application  under the
     Companies  Acts in which  relief  from  liability  is granted to him by the
     court.

132. To the extent that any  Company  Indemnitee  or  Subsidiary  Indemnitee  is
     entitled to claim an  indemnity  pursuant  to these  Bye-Laws in respect of
     amounts paid or discharged by him, the relevant indemnity shall take effect
     as an obligation of the Company to reimburse the person making such payment
     or  effecting  such  discharge.   The  expenses  incurred  by  the  Company
     Indemnitee or Subsidiary Indemnitee pursuant to Bye-Laws 130 and 131 in any
     threatened  or  pending  legal  suits or  proceedings  shall be paid by the
     Company in advance upon the written  request of the Company  Indemnitee  or
     Subsidiary  Indemnitee upon proper  documentation of such costs having been
     incurred.   The  same  indemnity   applies  to  expenses  incurred  in  any
     proceedings  where such Company  Indemnitee or  Subsidiary  Indemnitee is a
     party or threatened to be made a party to any legal suits or proceedings by
     or in the rights of the  Company or any of the  Company's  subsidiaries  to
     procure a  judgment  in its  favor by  reason of the fact that the  Company
     Indemnitee  or Subsidiary  Indemnitee is or was such Company  Indemnitee or
     Subsidiary  Indemnitee.  Provided,  however, that the Company Indemnitee or
     Subsidiary  Indemnitee  shall  undertake to repay such amount to the extent
     that it is ultimately  determined that the Company Indemnitee or Subsidiary
     Indemnitee is not entitled to indemnification.

133. Subject to the  Companies  Acts,  the Company may purchase and maintain for
     any Company  Indemnitee or  Subsidiary  Indemnitee,  insurance  against any
     liability  arising in connection with his office with the Company or any of
     the Company's subsidiaries.

                             ALTERATION OF BYE-LAWS

134. These Bye-Laws may be amended from time to time in the manner  provided for
     in the Companies  Acts,  provided that any such amendment shall only become
     operative to the extent that it has been confirmed by Ordinary Resolution.

SK 02089 0009 786640