Exhibit 1.2


                             BYE-LAWS

                                OF

                          FRONTLINE LTD.



         (formerly London & Overseas Freighters Limited)



                     Adopted October 26, 2001


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                          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  Frontline  Ltd.  on the 29th day of
          April, 1997;

     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    "Nasdaq Stock Market" means an electronic  inter-dealer
          quotation  system  operated by The Nasdaq Stock Market,
          Inc.,  a  subsidiary  of the  National  Association  of
          Securities Dealers, Inc.;

     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;

     o    "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 Nasdaq Stock Market 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.


                       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 shall consist of a circular  metal device with
          the name of the Company around the outer margin thereof
          and the  country and year of  incorporation  across the
          center thereof.  Should the Seal not have been received
          by the  Registered  Office  in such form at the date of
          adoption of these Bye-Laws then,  pending such receipt,
          any document requiring to be sealed with the Seal shall
          be sealed by affixing a red wafer seal to the  document
          with the name of the  Company  and the country and year
          of incorporation typewritten across the center thereof.

     (b)  The Board shall  provide for the custody of every Seal.
          A Seal shall only be used by  authority of the Board or
          of a committee of the Board  authorized by the Board in
          their behalf. Subject to these Bye-Laws, any instrument
          to  which  a Seal  is  affixed  shall  be  signed  by a
          Director and by the Secretary or by a second  Director;
          provided  that the  Secretary or a Director may affix a
          Seal over his signature only to authenticate  copies of
          these Bye-Laws, the minutes of any meeting or any other
          documents requiring authentication.


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

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.



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