Barbados

                          The Companies Act - Cap. 308

                                   By-Law No.1


          A By-Law relating generally to the conduct of the affairs of
                 Motors Mechanical Reinsurance Company, Limited


Be it enacted as the general by-law of Motors  Mechanical  Reinsurance  Company,
Limited (hereinafter called the "Company") as follows:

1.   INTERPRETATION

1.1 In this  by-law and all other  by-laws of the  Company,  unless the  context
otherwise requires

     (a) "Act"  means the  Companies  Act 1982 as from time to time  amended and
every statute  substituted  therefor and, in the case of such substitution,  any
references  in the by-laws of the Company to provisions of the Act shall be read
as  references  to the  substituted  provisions  therefor  in the new statute or
statutes;

     (b)  "Regulations"  means any  Regulations  made  under the Act,  and every
regulation  substituted  therefor  and,  in the case of such  substitution,  any
references in the by-laws of the Company to provisions of the Regulations  shall
be  read  as  references  to the  substituted  provisions  therefor  in the  new
Regulations;

     (c) "By-laws" means any by-law of the Company from time to time in force;

     (d) all  terms  contained  in the  by-laws  and  defined  in the Act or the
Regulations  shall  have  the  meanings  given  to such  terms in the Act or the
Regulations; and

     (e) the singular  includes the plural and the plural includes the singular;
the masculine gender includes the feminine and neuter genders; the word "person"
includes bodies corporate, companies,  partnerships,  syndicates, trusts and any
association of persons and the word "individual" means a natural person.

2.   REGISTERED OFFICE

2.1 The registered office of the Company shall be in Barbados at such address as
the directors may fix from time to time by resolution.

3.   SEAL

3.1 The  common  seal of the  Company  shall  be  such as the  directors  may by
resolution from time to time adopt.


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4.   DIRECTORS

4.1 Powers:  Subject to any unanimous shareholders  agreement,  the business and
affairs of the Company shall be managed by the directors.

4.2  Number:There  shall be six directors one of whom must be a resident citizen
of Barbados. If there is no series of participating shares issued, the number of
directors  shall be five.  At any time after the first  series of  participating
shares is issued  and prior to the  election  of a  director  by the  holders of
participating  shares,  the  directors  then  serving may, but are not bound to,
appoint a person who is a holder of participating shares as a director.

4.3 Nomination of director to represent participating shareholders:  There shall
be  a  nominating   committee  of  the  directors  consisting  of  the  director
representing  the holders of the  participating  shares and two of the directors
elected by the holders of common shares.  The duties of such committee  shall be
limited to the  nomination  of a person,  who may not be an  incumbent  director
serving a second term, to stand for election,  or re-election,  as a director by
the  holders  of the  participating  shares  at the  next  annual  meeting.  The
nominating  committee  shall notify the secretary of the name of its nominee not
less than  thirty  days  prior to the  meeting at which  such  nominee  shall be
considered for election.

     Holders of at least two series of participating  shares also can nominate a
holder of participating  shares to stand for election as director,  subject also
to the requirement  that such nominee not be an incumbent  director and that the
secretary  be notified in writing of such  nomination  not less than 10 ten days
prior to meeting at which such nominee shall be considered for election.

4.4  Election:  Five  directors  shall be elected  by the  holders of the common
shares and one  director  shall be elected by the  holders of the  participating
shares.  The  directors  shall be elected on a show of hands  unless a ballot is
demanded in which case such election shall be by ballot.

4.5 Tenure: Unless his tenure is sooner determined, a director shall hold office
from the date on which he is elected or appointed  until the close of the annual
meeting of the  shareholders  next following or until his successors are elected
or appointed,  whichever shall last occur,  provided that a director  elected by
holders of the common  shares  shall be  eligible  for  re-election  to serve an
unlimited  number of terms and a director  elected  by holders of  participating
shares shall be eligible for re-election to serve one additional  term.  Subject
to the  foregoing,  nothing  herein shall  prevent an  individual  who is not an
incumbent  director,  but who has  previously  served as a  director  elected by
holders of participating shares, from being elected to serve as a director.

4.5.1 A director shall cease to be a director:

     (a)  if he becomes  bankrupt or compounds with his creditors or is declared
          insolvent;

     (b)  if he is found to be of unsound mind; or

     (c)  if by notice in writing to the  Company he resigns  his office and any
          such  resignation  shall  be  effective  at the time it is sent to the
          Company or at the time specified in the notice, whichever is later.

4.5.2 The  shareholders  of a class of shares of the  Company  may,  by ordinary
resolution passed at a special meeting of such shareholders, remove any director
elected by the holders of that class of shares from office and a vacancy created
by the removal of a director may be filled at the meeting of the shareholders of
such class at which the director is removed.


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4.6 Casual vacancy among the  directors:Where  there is any vacancy or vacancies
among the directors, the directors then in office may exercise all of the powers
of the  directors  so long as a quorum of the  directors  remain in office.  Any
vacancy  occurring  among the directors may be filled,  for the remainder of the
term, by such directors.

4.7 Committee of directors:  The directors may appoint from among their number a
committee or committees  and subject to section 80(2) of the Act may delegate to
such committee or committees  any of the powers of the directors.  Non-directors
may be appointed to serve on such committees.

5.   BORROWING POWERS OF DIRECTORS

5.1 The directors may from time to time pursuant to a duly adopted resolution:

     (a) borrow money upon the credit of the Company;

     (b) issue, reissue, sell or pledge debentures of the Company;

     (c)  subject to section 53 of the Act,  give a  guarantee  on behalf of the
Company to secure performance of an obligation of any person and;

     (d) mortgage, charge, pledge or otherwise create a security interest in all
or any property of the Company,  owned or subsequently  acquired,  to secure any
obligation of the Company.

5.2 The directors may from time to time by resolution delegate to any officer of
the Company all or any of the powers conferred on the directors by paragraph 5.1
hereof to the full extent  thereof or such lesser extent as the directors may in
any such resolution provide.

5.3 The powers  conferred by paragraph  5.1 hereof shall be in supplement of and
not in  substitution  for any  powers to borrow  money for the  purposes  of the
Company  possessed  by its  directors or officers  independently  of a borrowing
by-law.

6.   MEETINGS OF DIRECTORS

6.1 Place of meeting:  Meetings of the  directors  and of any  committee  of the
directors may be held within or outside  Barbados  provided that no such meeting
shall be held in the United States of America.

6.2  Notice:A  meeting  of the  directors  may be  convened  at any  time by any
director or the secretary, when directed or authorised by any director.  Subject
to  subsection  76(1) of the Act the notice of any such meeting need not specify
the purpose of or the business to be  transacted  at the meeting.  Notice of any
such meeting  shall be served in the manner  specified in paragraph  18.1 hereof
not less than fifteen days exclusive of the day on which the notice is delivered
or sent but inclusive of the day for which notice is given before the meeting is
to take place.  A director  may in any manner  waive  notice of a meeting of the
directors  and  attendance  of a director  at a meeting of the  directors  shall
constitute a waiver or notice of the meeting  except where a director  attends a
meeting for the express  purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called.

6.2.1 It shall not be necessary to give notice of a meeting of the  directors to
a newly elected or appointed  director for a meeting held immediately  following
the election of  directors  by the  shareholders  or the  appointment  to fill a
vacancy among the directors.

6.3  Quorum:Two  directors  elected by the  holders of the common  shares of the
Company shall form a quorum for the transaction of business and, notwithstanding
any vacancy  among the  directors,  a quorum may  exercise all the powers of the
directors. No


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business  shall be  transacted  at a  meeting  of  directors  unless a quorum is
present.

6.3.1 A director may, if all the directors consent,  participate in a meeting of
directors  or of any  committee of the  directors by means of such  telephone or
other  communications  facilities  as permit all  persons  participating  in the
meeting  to hear each other and a  director  participating  in such a meeting by
such means is deemed to be present at that  meeting  and such  meeting  shall be
deemed to be held in Barbados, provided that at least two directors are together
in Barbados.

6.4 Voting:  Questions  arising at any meeting of the directors shall be decided
by a majority  of votes.  In case of an  equality  of votes the  Chairman of the
meeting in addition to his original vote shall have a second or casting vote.

6.5  Resolution  in  lieu  of  meeting:  Notwithstanding  any of  the  foregoing
provisions  of this by-law a resolution  in writing  signed by all the directors
entitled  to  vote on that  resolution  at a  meeting  of the  directors  or any
committee of the  directors is as valid as if it had been passed at a meeting of
the directors or any committee of the directors.

7.   REMUNERATION OF DIRECTORS

7.1 The  directors,  other  than  the  director  who is a  resident  citizen  of
Barbados,  shall serve without remuneration.  The remuneration to be paid to the
director who is a resident citizen of Barbados shall be such as the shareholders
may from time to time determine. The directors may award special remuneration to
any director undertaking any special services on the Company's behalf other than
the routine work ordinarily  required of a director and the  confirmation of any
such resolution or resolutions by the  shareholders  shall not be required.  The
directors  shall also be entitled  to be paid their  reasonable  travelling  and
other expenses  properly  incurred by them in connection with the affairs of the
Company as the Board may from time to time determine.

8.   SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

8.1  The  directors  in  their  discretion  may  submit  any  contract,  act  or
transaction   for  approval  or  ratification  at  any  annual  meeting  of  the
shareholders  or at any  special  meeting  of the  shareholders  called  for the
purpose of considering the same and,  subject to the provisions of section 89 of
the Act, any such contract,  act or transaction  that is approved or ratified or
confirmed  by a  resolution  passed by a majority  of the votes cast at any such
meeting unless any different or additional  requirement is imposed by the Act or
by the  Company's  articles or any other by-law shall be as valid and as binding
upon the Company and upon all the  shareholders  as though it had been approved,
ratified or confirmed by every shareholder of the Company.


9.   FOR THE PROTECTION OF THE DIRECTORS AND OFFICERS

9.1 No director or officer of the Company shall be liable to the Company for:-

     (a) the acts,  receipts,  neglects  or  defaults  of any other  director or
officer or employee or for joining in any receipt or act for conformity;

     (b) any  loss,  damage or  expense  incurred  by the  Company  through  the
insufficiency or deficiency of title to any property  acquired by the Company or
for or on behalf of the Company;


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     (c) the insufficiency or deficiency of any security in or upon which any of
the moneys of or belonging to the Company shall be placed out or invested;

     (d) any loss or damage arising from the bankruptcy,  insolvency or tortious
act of any person,  including  any person with whom any  moneys,  securities  or
effects shall be lodged or deposited;

     (e) any loss,  conversion,  misapplication  or  misappropriation  of or any
damage  resulting from any dealings with any moneys,  securities or other assets
belonging to the Company;

     (f) any other loss,  damage or misfortune  whatever which may happen in the
execution of the duties of his respective office or trust or in relation thereto

unless the same  happens by or through his failure to exercise the powers and to
discharge the duties of his office honestly and in good faith with a view to the
best interests of the Company and in connection  therewith to exercise the care,
diligence  and  skill  that  a  reasonably  prudent  person  would  exercise  in
comparable circumstances.

9.2 Nothing herein  contained  shall relieve a director or officer from the duty
to act in accordance with the Act or regulations  made thereunder or relieve him
from liability for a breach thereof.

9.2.1 The  directors  for the time being of the  Company  shall not be under any
duty or responsibility in respect of any contract, act or transaction whether or
not made,  done or entered into in the name or on behalf of the Company,  except
such as are submitted to and authorised or approved by the directors.

9.2.2.  If any  director  or officer of the  Company is  employed by or performs
services for the Company  otherwise than as a director or officer or is a member
of a firm or a  shareholder,  director or officer of a body  corporate  which is
employed  by or  performs  services  for the  Company,  the fact of his  being a
shareholder,  director  or  officer of the  Company  shall not  disentitle  such
director  or officer of such firm or body  corporate,  as the case may be,  from
receiving proper remuneration for such services.

10   INDEMNITIES TO DIRECTORS AND OFFICERS

10.1 The Company shall indemnify and advance expenses to every director, officer
and employee in the manner and to the full extent  permitted by the Act, against
any  and all  judgments,  fines,  amounts  paid in  settlement,  and  reasonable
expenses,   including   attorneys'-at-law  fees,  incurred  by  such  person  in
connection with any claim,  action, suit or proceeding whether civil,  criminal,
administrative or investigative by reason of the fact that such person is or was
a  director,  officer or  employee  of the  Company or is or was  serving at the
request  of  the  Company  as  a  director,  officer,  employee,   fiduciary  or
shareholder  of  any  other  corporation,  partnership,  joint  venture,  trust,
enterprise or organisation.

10.2 The rights of indemnification  provided by paragraph 10 hereof shall not be
exclusive  to any rights to which any such  director,  officer or  employee  may
otherwise  be  entitled  by  reason  of  contract  or  statute.  Nor  shall  the
indemnification  provided  herein be deemed to limit the right of the Company to
indemnify any other person to the full extent permitted by law.

10.3 The directors  may, to the full extent  permitted by the Act,  authorise an
appropriate  officer or  officers  to purchase  and  maintain  at the  Company's
expense insurance (i) to


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indemnify  the  Company  for any  obligation  which it incurs as a result of the
indemnification of the directors, officers and employees under the provisions of
paragraph 10 hereof, and (ii) to indemnify directors,  officers and employees in
the  instances  in which they may not  otherwise be  indemnified  by the Company
under the provisions of paragraph 10 hereof.

10.4  Nothing  contained  in  paragraph  10 hereof  shall be construed to permit
indemnification of any director,  officer or employee for any costs,  losses and
expenses  which any such person may incur or become  liable for by reason of any
contract  entered  into,  or act or thing  done or  omitted to be done by him in
performance  of his office or in any way in the discharge of his duties,  if the
same happens  through his not acting in good faith and in the best  interests of
the Company.

11.  OFFICERS

11.1  Appointment:  The  directors  shall as often as may be required  appoint a
Secretary and, if deemed advisable,  may as often as may be required appoint any
or all of the following  officers:  a Chairman,  a  Deputy-Chairman,  a Managing
Director,  a  President,  one or  more  Executive  Vice-Presidents,  one or more
Vice-Presidents,  a Treasurer,  one or more Assistant Secretaries or one or more
Assistant  Treasurers.  A director may be appointed to any office of the Company
but none of the officers except the Chairman, the Deputy-Chairman,  the Managing
Director,  and the  President  need be a director.  Two or more of the aforesaid
offices may be held by the same  person.  In case and  whenever  the same person
holds the offices of Secretary and Treasurer he may but need not be known as the
Secretary-Treasurer.  The  directors  may from time to time  appoint  such other
officers and agents as they deem  necessary  who shall have such  authority  and
shall  perform  such  duties  as may  from  time to time  be  prescribed  by the
directors.

11.2  Remuneration:  The remuneration of all officers appointed by the directors
shall be determined  from time to time by resolution of the directors.  The fact
that any officer or employee is a director or  shareholder  of the Company shall
not disqualify him from receiving such remuneration as may be determined.

11.3 Powers and Duties:  All officers  shall sign such  contracts,  documents or
instruments  in  writing  as  require  their  respective  signatures  and  shall
respectively have and perform all powers and duties incident to their respective
offices and such other powers and duties  respectively  as may from time to time
be assigned to them by the directors.

11.4  Delegation:  In case of the absence or  inability to act of any officer of
the  Company  except  a  Managing  Director  or for any  other  reason  that the
directors  may deem  sufficient  the  directors  may  delegate all or any of the
powers of such officer to any other officer or to any director.

11.5 Chairman:  A Chairman shall be the chief  executive  officer of the Company
and shall,  when  present,  preside at all  meetings of the  directors,  and any
committee of the directors or the shareholders.

11.6 Deputy-Chairman:  If the Chairman is absent or is unable or refuses to act,
the  Deputy-Chairman if any shall, when present,  preside at all meetings of the
directors, and any committee of the directors or the shareholders.

11.7 Managing Director:  A Managing Director shall exercise such powers and have
such  authority as may be delegated to him by the directors in  accordance  with
the provisions of section 80 of the Act.


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11.8 President: A President shall be vested with and may exercise all the powers
and shall  perform all the duties of a Chairman and  Deputy-Chairman  if none be
appointed  or if the Chairman  and  Deputy-Chairman  are absent or are unable or
refuse to act.

11.9 Executive Vice-President:  An Executive Vice-President shall be vested with
all the powers and shall  perform all the duties of the President in the absence
or inability or refusal to act of the President.

11.10  Vice-President:  A  Vice-President  shall be vested  with such powers and
shall perform such duties as the directors may prescribe.

11.11  Secretary:  The Secretary shall give or cause to be given notices for all
meetings of the directors,  any committee of the directors and the  shareholders
when directed to do so and shall have charge of the minute books and seal of the
Company and, subject to the provisions of paragraph 14.1 hereof,  of the records
other than accounting records referred to in section 170 of the Act.

11.12 Treasurer: Subject to the provisions of any resolution of the directors, a
Treasurer shall have the care and custody of all the funds and securities of the
Company  and shall  deposit  the same in the name of the Company in such bank or
banks or with such other depository or depositories as the directors may direct.
He shall keep or cause to be kept the accounting  records referred to in section
172  of the  Act.  He may be  required  to  give  such  bond  for  the  faithful
performance of his duties as the directors in their uncontrolled  discretion may
require but no director  shall be liable for failure to require any such bond or
for the  insufficiency of any such bond or for any loss by reason of the failure
of the Company to receive any indemnity thereby provided.

11.13 Assistant Secretary and Assistant  Treasurer:  The Assistant Secretary or,
if more than one,  the  Assistant  Secretaries  in order of  seniority,  and the
Assistant  Treasurer or, if more than one, the Assistant  Treasurers in order of
seniority,  shall  respectively  perform all the duties of the Secretary and the
Treasurer,  respectively,  in the absence or  inability or refusal to act of the
Secretary or the Treasurer, as the case may be.

11.14  General  Manager or Manager:  The directors may from time to time appoint
one or more  General  Managers or Managers  and may delegate to him or them full
power to manage and direct the business  and affairs of the Company  except such
matters and duties as by law must be transacted or performed by the directors or
by the  shareholders  and to employ and  discharge  agents and  employees of the
Company or may delegate to him or them any lesser  authority.  A General Manager
or Manager  shall  conform to all lawful orders given to him by the directors of
the Company and shall at all  reasonable  times give to the  directors or any of
them all information they may require regarding the affairs of the Company.  Any
agent or employee  appointed by the General Manager or Manager may be discharged
by the directors.

11.15  Vacancies:  If the office of any officer of the Company becomes vacant by
reason of death,  resignation,  disqualification or otherwise,  the directors by
resolution  shall,  in the case of the  Secretary,  and may,  in the case of any
other office, appoint a person to fill such vacancy.

12.  SHAREHOLDERS' MEETINGS

12.1 Annual  Meeting:  Subject to the  provisions of section 105 of the Act, the
annual meeting of the shareholders shall be held on such day in each year and at
such time as the  directors  may by  resolution  determine  at any place  within
Barbados.


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12.2 Special  Meetings:  Special meetings of the shareholders may be convened by
order  of  the  Chairman,  the  Deputy-Chairman,   the  Managing  Director,  the
President, an Executive Vice-President,  a Vice-President or by the directors at
any date and time and at any place within Barbados.

12.2.1 The directors  shall,  on the requisition of the holders of not less than
five  percent of the issued  shares of the company that carry a right to vote at
the meeting requisitioned,  forthwith convene a meeting of shareholders,  and in
the case of such requisition the following provisions shall have effect:

     (1) The  requisition  must state the  purposes  of the  meeting and must be
signed by the  requisitionists  and deposited at the Registered  Office, and may
consist  of  several  documents  in like form each  signed by one or more of the
requisitionists.

     (2) If the directors do not,  within  twenty-one  days from the date of the
requisition   being  so   deposited,   proceed  to   convene  a   meeting,   the
requisitionists  or any of them may  themselves  convene  the  meeting,  but any
meeting so convened  shall not be held after three  months from the date of such
deposit.

     (3) Unless  subsection 3 of section 129 of the Act applies,  the  directors
shall be deemed not to have duly  convened  the meeting if they do not give such
notice as is  required by the Act within  fourteen  days from the deposit of the
requisition.

     (4) Any meeting convened under this paragraph by the requisitionists  shall
be called as nearly as possible in the manner in which meetings are to be called
pursuant to the by-laws and divisions E and F of Part 1 of the Act.

     (5) A  requisition  by joint  holders of shares  must be signed by all such
holders.

12.3 Notice:A printed,  written or typewritten  notice stating the day, hour and
place or  meeting  shall be given by  serving  such  notice on each  shareholder
entitled to vote at such  meeting,  on each  director  and on the auditor of the
Company  in the  manner  specified  in  paragraph  18.1  hereof,  not less  than
twenty-one  days or more than  fifty days in each case  exclusive  of the day on
which the notice is  delivered  or sent and of the day for which notice is given
before the date of the meeting. Notice of a meeting at which special business is
to be  transacted  shall  state (a) the nature of that  business  in  sufficient
detail to permit the shareholder to form a reasoned  judgment  thereon,  and (b)
the text of any special resolution to be submitted to the meeting.

12.4 Waiver of Notice:  A shareholder  and any other person entitled to attend a
meeting  of  shareholders  may  in any  manner  waive  notice  of a  meeting  of
shareholders  and  attendance  of any such  person at a meeting of  shareholders
shall  constitute  a waiver of notice of the  meeting  except  where such person
attends a meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.

12.5 Omission of Notice:  The accidental  omission to give notice of any meeting
or any  irregularity  in the  notice of any  meeting or the  non-receipt  of any
notice by any  shareholder,  director or the  auditor of the  Company  shall not
invalidate any resolution  passed or any proceedings taken at any meeting of the
shareholders.

12.6 Votes:  Every question  submitted to any meeting of  shareholders  shall be
decided in the first  instance  by a show of hands  unless a person  entitled to
vote on the question  has demanded a ballot and, if the articles so provide,  in
the case of an equality of votes the  Chairman of the meeting  shall on a ballot
have a casting vote in addition to any votes to


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which he may be otherwise entitled.

12.6.1 On every  question on which he is entitled  to vote,  every  shareholder,
proxy holder or individual  authorised to represent a shareholder who is present
in person  shall have one vote on a show of hands.  Upon a ballot at which he is
entitled to vote, every  shareholder,  proxy holder or individual  authorised to
represent a shareholder shall, subject to the articles,  have one vote for every
share held by the shareholder.

12.6.2 At any meeting unless a ballot is demanded, a declaration by the Chairman
of the meeting that a resolution has been carried or carried unanimously or by a
particular  majority or lost or not carried by a  particular  majority  shall be
conclusive evidence of the fact.

12.6.3 When the Chairman,  the  Deputy-Chairman,  the  President,  the Executive
Vice-President  and the  Vice-President  are absent, the persons who are present
and  entitled to vote shall choose  another  director as Chairman of the meeting
but if no director is present or all the directors  present  decline to take the
chair,  the persons who are  present  and  entitled to vote shall  choose one of
their number to be Chairman.

12.6.4 A ballot  may,  either  before or after  any vote by a show of hands,  be
demanded  by any person  entitled to vote on the  question.  If at any meeting a
ballot  is  demanded  on  the  election  of a  Chairman  or on the  question  of
adjournment it shall be taken forthwith without adjournment. If at any meeting a
ballot is demanded on any other question or as to the election of directors, the
vote shall be taken by ballot in such  manner  and either at once,  later in the
meeting or after adjournment as the Chairman of the meeting directs.  The result
of a ballot  shall be deemed to be the  resolution  of the  meeting at which the
ballot was demanded.  A demand for a ballot may be  withdrawn.  12.6.6 If two or
more persons hold shares  jointly,  one of those holders present at a meeting of
shareholders  may,  in the  absence of the other,  vote the shares but if two or
more of those persons who are present,  in person or by proxy,  vote,  they must
vote as one on the shares jointly held by them.

12.7 Proxies: Votes at meeting of shareholders may be given either personally or
by  proxy  or,  in  the  case  of a  shareholder  who  is a  body  corporate  or
association,  by an  individual  authorised  by a resolution of the directors or
governing body of that body corporate or association to represent it at meetings
of shareholders of the company.

12.7.1 A proxy shall be executed by the  shareholder of his attorney  authorised
in writing  and is valid only at the  meeting in respect of which it is given or
any adjournment thereof.

12.7.2 A person appointed by proxy need not be a shareholder.

12.7.3 Subject to the provisions of part v of the regulations, a proxy may be in
the following form

The undersigned  shareholder or Motors Mechanical  Reinsurance Company,  Limited
hereby  appoints                           of                       , or failing
him,                    of                                 as the nominee of the
undersigned  to  attend  and  act  for  the  undersigned  and on  behalf  of the
undersigned at the meeting of the shareholders of the said company to be held on
the            day of          , 19    and at any  adjournment  or  adjournments
thereof  in the  same manner,  to the same extent and with the same powers as if
the  undersigned  where  present  at the said  meeting  or such  adjournment  or
adjournments thereof.


<PAGE>

Dated this                   day of                             20    .



                            Signature of Shareholder

12.8  Adjournment:  The  Chairman  of any  meeting  may with the  consent of the
meeting  adjourn  the same  from  time to time to a fixed  time and place and no
notice of such adjournment need be given to the shareholders  unless the meeting
is adjourned by one or more adjournments for an aggregate of thirty days or more
in which case notice of the adjourned  meeting shall be given as for an original
meeting.  Any business that might have been brought  before or dealt with at the
original  meeting in accordance  with the notice calling the same may be brought
before or dealt with at any adjourned meeting for which no notice is required.

12.9 Quorum:Holders of the majority of the common shares issued and outstanding,
present in person or by proxy,  shall constitute a quorum for any meeting of the
shareholders,  except for a meeting at which the sole  question to be considered
is the liquidation for the Company by vote of the participating shares, in which
case  the  holders  of at  least  75  percent  of  the  issued  and  outstanding
participating shares shall constitute a quorum.

     If a quorum is present at the opening of any  meeting of the  shareholders,
the  shareholders  present or  represented  may proceed with the business of the
meeting  notwithstanding  a quorum is not present  throughout the meeting.  If a
quorum is not  present  within 30  minutes  of the time  fixed for a meeting  of
shareholders,  the persons  present and entitled to vote may adjourn the meeting
to a fixed time and place but may not transact any other business.

12.10  Resolution  in  lieu of  meeting:  Notwithstanding  any of the  foregoing
provisions of this by-law a resolution in writing signed by all the shareholders
entitled to vote on that resolution at a meeting of the shareholders is, subject
to section 128 of the Act, as valid as if it had been passed at a meeting of the
shareholders.

13.  SHARES

13.1 Allotment and issuance:  Subject to the Act, the articles and any unanimous
shareholders agreement, shares in the capital of the Company may be allotted and
issued  by  resolution  of the  directors  at such  time and on such  terms  and
conditions and to such persons or class of persons as the directors determine.

13.2  Certificates:  Share  certificates  and the form of share  transfer  shall
subject  to  section  181 of the Act be in such  form  as the  directors  may by
resolution  approve  and such  certificates  shall be signed by a Chairman  or a
Deputy-Chairman   or  a  Managing  Director  or  a  President  or  an  Executive
Vice-President or a Vice-President  and the Secretary or an Assistant  Secretary
holding office at the time of signing.

13.2.1 The  directors or any agent  designated  by the directors may in their or
his discretion  direct the issuance of a new share or other such  certificate in
lieu of and upon  cancellation  of a certificate  that has been  mutilated or in
substitution  for  a  certificate  claimed  to  have  been  lost,  destroyed  or
wrongfully  taken, upon payment of such reasonable fee and upon such terms as to
indemnity,  reimbursement  or expenses  and evidence of loss and of title as the
directors  may  from  time  to  time  prescribe,  whether  generally  or in  any
particular case.


<PAGE>

14.  TRANSFER OF SHARES AND DEBENTURES

14.1 Transfer:  Subject to the Articles, the shares or debentures of the company
may be transferred by a written  instrument of transfer signed by the transferor
and naming the transferee.

14.2 Registers:  Registers of shares and debentures  issued by the company shall
be kept at the  registered  office  of the  company  or at such  other  place in
Barbados as may from time to time be designated by resolution of the directors.

14.3 Surrender of  certificates:  Subject to Section 179 of the Act, no transfer
of shares shall be registered  unless or until the certificate  representing the
shares or debentures to be transferred has been surrendered for cancellation.

14.4 Shareholder  indebted to the company:  If so provided in the Articles,  the
company has a lien on a share  registered  in the name of a  shareholder  or his
personal representative for a debt of that shareholder to the company. By way of
enforcement of such lien the directors may refuse to permit the  registration of
a transfer of such share.

15.  DIVIDENDS

15.1 The directors  may from time to time by resolution  declare and the company
may pay  dividends  on the issued and  outstanding  shares in the capital of the
company  subject to the provisions of the articles and sections 51 and 52 of the
Act.

15.1.1 In case  several  persons  are  registered  as the joint  holders  of any
shares,  any one of such persons may give  effectual  receipts for all dividends
and payments on account of dividends.

16.  VOTING IN OTHER COMPANIES:

16.1 All shares or debentures carrying voting rights in any other body corporate
that  are  held  from  time to time by the  company  may be voted at any and all
meetings  of  shareholders,  debenture  holders as the case may be of such other
body corporate and in such manner and by such person or persons as the directors
of the company  shall from time to time  determine.  The officers of the company
may for and on behalf of the company from time to time

     (a) execute and deliver proxies; and

     (b) arrange for the issuance of voting  certificates  or other  evidence of
the right to vote; in such names as they may determine  without the necessity of
a resolution or other action by the directors.

17.  INFORMATION AVAILABLE TO SHAREHOLDERS

17.1 The  directors  may from time to time,  subject to rights  conferred by the
Act,  determine  whether and to what extent and at what time and place and under
what conditions or regulations the documents, books and registers and accounting
records  of the  company  or any of them  shall  be open  to the  inspection  of
shareholders and no shareholder  shall have any right to inspect any document or
book or register or  accounting  record of the company  except as  conferred  by
statute or authorized by the directors or by a resolution of the shareholders.


<PAGE>

18.  NOTICES

18.1 Methods of giving notice: Any notice or other document required by the Act,
the  regulations,  the  articles or the  by-laws to be sent to any  shareholder,
debenture  holder,  director or auditor may be delivered  personally  or sent by
prepaid  air mail,  cable or telex to any such  person at his latest  address as
shown in the  records  of the  company  or its  transfer  agent  and to any such
director at his latest  address as shown in the records of the company or in the
latest notice filed under Section 66 or 74 of the Act, and to the auditor at his
business address.

18.2  Waiver of  notice:  Notice may be waived or the time for the notice may be
waived or  abridged  at any time  with the  consent  in  writing  of the  person
entitled thereto.

18.3  Undelivered  notices:  If a notice or document is sent to a shareholder or
debenture  holder by prepaid  mail in  accordance  with this  paragraph  and the
notice or  document  is  returned  on three  consecutive  occasions  because the
shareholder  or debenture  holder cannot be found,  it shall not be necessary to
send any further  notices or documents to the  shareholder  or debenture  holder
until he informs the company in writing of his new address.

18.4  Shares and  debentures  registered  in more than one name:  All notices or
other documents with respect to any shares or debentures registered in more than
one name  shall be given to  whichever  of such  persons  is named  first in the
records  of the  company  and any  notice or other  document  so given  shall be
sufficient notice or delivery to all the holders of such shares or debentures.

18.5 Persons  becoming  entitled by operation of law:  Subject to Section 184 of
the Act,  every person who by  operation of law,  transfer or by any other means
whatsoever  becomes  entitled  to any  share is bound by every  notice  or other
document in respect of such share that,  previous to his name and address  being
entered in the records of the company,  is duly given to the person from whom he
derives his title to such share.

18.6  Deceased  shareholders:  Subject to Section 184 of the Act,  any notice or
other document  delivered or sent by prepaid mail, cable or telex or left at the
address of any  shareholder  as the same  appears in the  records of the company
shall, notwithstanding that such shareholder is deceased, and whether or not the
company  has notice of his death,  be deemed to have been duly served in respect
of the shares held by him whether  held  solely or with any other  person  until
some other  person is entered in his stead in the  records of the company as the
holder or one of the holders  thereof and such service shall for all purposes be
deemed  a  sufficient  service  of  such  notice  or  document  on his  personal
representatives and on all persons, if any, interested with him in such shares.

18.7  Signature  to notices:  The  signature  of any  director or officer of the
company to any notice or  document  to be given by the  company  may be written,
stamped,  typewritten  or printed or partly  written,  stamped,  typewritten  or
printed.

18.8  Computation  of time:  Where a notice  extending  over a number of days or
other period is required under any provisions of the articles or the by-laws the
day of sending the notice shall, unless it is otherwise provided,  be counted in
such number of days or other period.

18.9 Proof of service:  Where a notice  required under  paragraph 18.1 hereof is
delivered  personally  to the person to whom it is addressed or delivered to his
address as mentioned in paragraph 18.1 hereof,  service shall be deemed to be at
the time of delivery of such notice.


<PAGE>

18.9.1 Where such notice is sent by post,  service of the notice shall be deemed
to be  effected  seventy-six  hours  after  posting if the  notice was  properly
addressed and posted by prepaid air mail.

18.9.2  Where  the  notice is sent by cable or  telex,  service  is deemed to be
effected on the date on which the notice is so sent. 18.9.3. A certificate of an
officer of the company in office at the time of the making of the certificate or
of any  transfer  agent of  shares of any  class of the  company  as to facts in
relation to the delivery or sending of any notice shall be  conclusive  evidence
of those facts.

19.  Cheques, drafts and notes

19.1 All  cheques,  drafts or orders for the  payment of money and all notes and
acceptances  and bills of exchange  shall be signed by such  officers or persons
and in  such  manner  as the  directors  may  from  time to  time  designate  by
resolution.

20.  Execution of instruments

20.1 Contracts,  documents or instruments in writing requiring the signatures of
two officers of the company may be signed by:

     (a) a Chairman,  a Deputy Chairman,  a Managing Director,  a President,  an
Executive  Vice-President or a Vice-President together with the Secretary or the
Treasurer, or

     (b) any two directors

and all  contracts,  documents  and  instruments  in writing so signed  shall be
binding upon the company  without any further  authorization  or formality.  The
directors  shall  have  power from time to time by  resolution  to  appoint  any
officers or persons on behalf of the  company  either to sign  certificates  for
shares in the  company  and  contracts,  documents  and  instruments  in writing
generally or to sign specific contracts, documents or instruments in writing.

20.1.1.  The common seal of the company may be affixed to  contracts,  documents
and  instruments  in writing  signed as  aforesaid or by any officers or persons
appointed pursuant to paragraph 20.1 hereof.

20.1.2. Subject to Section 134 of the Act

     (a) The Chairman together with the Secretary, or

     (b) any two directors

shall  have  authority  to sign and  execute  under the seal of the  company  or
otherwise  all  instruments  that may be  necessary  for the purpose of selling,
assigning, transferring, exchanging, converting or conveying any shares, stocks,
bonds, debentures, rights, warrants or other securities.

21.  Signatures

21.1 The signature of a Chairman,  a  Deputy-Chairman,  a Managing  Director,  a
President, an Executive  Vice-President,  a Vice-President,  the Secretary,  the
Treasurer,  an Assistant  Secretary or an Assistant Treasurer or any director of
the company or of any officer or person,  appointed  pursuant  to  paragraph  20
hereof by  resolution  of the  directors  may,  if  specifically  authorized  by
resolution of the directors,  be printed,  engraved,  lithographed  or otherwise
mechanically  reproduced  upon any  certificate  for  shares in the  company  or
contract,  document or instrument in writing,  bond, debenture or other security
of the


<PAGE>

company  executed  or issued by or on behalf of the  company.  Any  document  or
instrument in writing on which the signature of any such officer or person is so
reproduced  shall be deemed  to have been  manually  signed by such  officer  or
person whose signature is so reproduced and shall be as valid to all intents and
purposes as if such document or  instrument in writing had been signed  manually
and notwithstanding  that the officer or person whose signature is so reproduced
has ceased to hold office at the date on which such  document or  instrument  in
writing is delivered or issued.

22.  Financial year

22.1 The directors  may from time to time by resolution  establish the financial
year of the company.

Enacted this 22nd day of June, 1994 and as amended as of May 8, 2002.






Director                                        Secretary