BARBADOS.

                          The Companies Act - Cap. 308

                                  By-Law No. 1

          A By-Law relating generally to the conduct of the affairs of
                         Integon Re (Barbados), Limited

Be it enacted as the general by-law of Integon Re (Barbados), 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 bylaws 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.

4. DIRECTORS

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


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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, put 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 to
stand for 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, but a director elected by holders of
the common shares shall be eligible for reelection if qualified.

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.

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.


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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 and a majority of meetings held
each year shall be in Barbados.

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 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 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.



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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;

(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 whore 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;



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(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 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.


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11. OFFICERS

11.1 Appointment: The directors shall as often as maybe 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.

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.


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11.12 Treasurer: Subject to the provisions of any resolution of the directors, a
Treasurer shall have the care and custody of ail 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 till 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.

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.


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(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 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


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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.

12.6.5 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 Integon Re (Barbados), 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             20      and at
any adjournment or adjournments thereof in the same manner, to the same extent
and with the same powers as if the undersigned were present at the said meeting
or such adjournment or adjournments thereof

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.


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If a quorum is present at the opening of any meeting of the shareholders, the
shareholders present of 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-laws 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.

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.


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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 arid 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 authorised by the directors or by a resolution of the shareholders.

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 wore 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


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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: here 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.

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:


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     (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.

20.1.2 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.

20.1.3   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 authorised 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 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 13th day of March, 2000.


     /s/ Ronald W. Jones
     --------------------------
         Ronald W. Jones                 Secretary
         Vice President-Finance


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