Series B Preference Ordinary Shares

     1. RESOLVED that, a class of Ordinary Shares in the capital of the Company
     be designated as "Series B Preference Ordinary Shares". The Series B
     Preference Ordinary Shares shall be cumulative preference ordinary shares
     with a nominal value of US$0.01 and, subject to the Articles and the
     provisions of and restrictions contained in the Companies Law (2002
     Revision) and every statutory modification or re-enactment thereof for the
     time being in force (the "Law"), shall have the following preferences and
     rights and shall be subject to the following restrictions:

          (a) Liquidation Preference. On any voluntary or involuntary return of
          assets on liquidation, dissolution, winding-up or otherwise of the
          Company, the assets of the Company legally available for distribution
          among shareholders shall be applied first in repaying to the holders
          of the Series B Preference Ordinary Shares (the "Holders") an amount
          equal to US$25.00 per Series B Preference Ordinary Share (inclusive of
          the nominal amount thereof) plus all accrued and unpaid dividends
          (whether or not earned or declared), if any, to the date fixed for
          distribution, in preference to the repayment of such nominal amount of
          and any share premium or other amounts paid on the Class A Ordinary
          Shares and the Class B Ordinary Shares (together, the "Ordinary
          Shares") or any other shares ranking junior in right of payment to the
          Series B Preference Ordinary Shares as to the voluntary or involuntary
          return of assets on liquidation, dissolution, winding-up or otherwise
          of the Company or as to dividends (including the Ordinary Shares, the
          "Junior Shares") to the holders of such Junior Shares, without
          interest on such unpaid dividends. In the event that upon any such
          voluntary or involuntary return of assets on liquidation, dissolution,
          winding-up or otherwise, the assets of the Company available are
          insufficient to pay the amount of the liquidation distributions on all
          outstanding Series B Preference Ordinary Shares as referred to above
          and the corresponding amounts payable on all other shares ranking pari
          passu with the Series B Preference Ordinary Shares with respect to the
          payment of dividends and amounts upon any voluntary or involuntary
          return of assets on liquidation, dissolution, winding-up or otherwise
          of the Company (including, without limitation, the Series A Preference
          Ordinary Shares) ("Parity Shares"), then the holders of the Series B
          Preference Ordinary Shares and all such Parity Shares shall share

<PAGE>
                                      -2-


          ratably in such distribution of assets in proportion to the full
          liquidating distributions to which they would otherwise be
          respectively entitled. The Series B Preference Ordinary Shares shall
          not be convertible into or exchangeable for any other shares of the
          Company.

          (b) Dividend Rights. (i) The holders of the Series B Preference
          Ordinary Shares shall be entitled to receive cumulative preferential
          cash dividends in respect of their Series B Preference Ordinary Shares
          at the percentage rate per annum on their liquidation value specified
          by the Attorneys (as defined below) (or by either of them) on the date
          of pricing of such shares (the "Pricing Date"). Such dividends shall
          be payable in arrears in equal amounts (except as set forth below with
          respect to the initial dividend period) on 31st March, 30th June, 30th
          September and 31st December when and if declared by the Directors in
          each year or, if such date is not a day on which banks are authorised
          to open for business in New York and Bermuda (a "Business Day"), on
          the Business Day immediately after such date. Such dividends will
          begin to accrue and will be cumulative from the date of original
          issuance. The first dividend, which if declared will be payable on 31
          March 2003, will represent the period of time from and will accrue
          from the date of original issuance up to 31 March 2003. The
          dividend for such initial period and any other dividend payable on the
          Series B Preference Ordinary Shares for any partial dividend period
          shall be computed on the basis of a 360-day year consisting of twelve
          (12) 30-day months. Dividends will be payable to holders of record as
          they appear in the Company's register of members at the close of
          business on the applicable record date, which will be one day prior to
          the dividend payment date as long as all of the Series B Preference
          Ordinary Shares remain in book-entry form. If any of the Series B
          Preference Ordinary Shares are not in book-entry form, the record date
          will be 15 days prior to the dividend payment date (whether or not
          such date is a Business Day). Holders of Series B Preference Ordinary
          Shares will not be entitled to any dividends in excess of full
          cumulative dividends as described above. Dividends on the Series B
          Preference Ordinary Shares will accrue and will be fully cumulative,
          whether or not there are funds legally available for the payment of
          such dividends and whether or not the dividends are declared. No
          interest or sum of money in lieu of interest will be payable on any
          dividend


<PAGE>
                                      -3-


          payment or on any payment on Series B Preference Ordinary Shares which
          is in arrears. Any dividend payment made on Series B Preference
          Ordinary Shares will first be credited against the earliest accrued
          but unpaid dividend due with respect to Series B Preference Ordinary
          Shares which remains payable.

               (ii) As long as any Series B Preference Ordinary Shares are
          outstanding, no dividends or other distributions may be declared or
          paid or set apart for payment on any class or series of Parity Shares
          for any period unless either (1) full cumulative dividends have been
          or contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof set apart for such payments on the
          Series B Preference Ordinary Shares for all dividend periods
          terminating on or prior to the dividend payment date on such Parity
          Shares, or (2) all dividends declared upon the Series B Preference
          Ordinary Shares and any Parity Shares are declared pro rata so that
          the amount of dividends declared per share on the Series B Preference
          Ordinary Shares and any Parity Shares will in all cases bear to each
          other the same ratio that accrued and unpaid dividends per share on
          the Series B Preference Ordinary Shares and such Parity Shares bear to
          each other.

               (iii) As long as any Series B Preference Ordinary Shares are
          outstanding (1) no dividends (other than those paid in Ordinary Shares
          or other shares ranking junior in right of payment to the Series B
          Preference Ordinary Shares as to dividends and as to any voluntary or
          involuntary return of assets on liquidation, dissolution, winding-up
          or otherwise of the Company (including the Ordinary Shares, "Fully
          Junior Shares")) may be declared or paid or set apart for payment upon
          any Junior Shares, (2) no other distribution (other than those paid in
          Fully Junior Shares) may be declared or paid or set apart for payment
          upon any Junior Shares and (3) no Junior Shares will be redeemed,
          purchased or otherwise acquired (other than a redemption, purchase or
          other acquisition of Ordinary Shares made for purposes of any employee
          incentive, stock, benefit or any similar plan of the Company or any of
          its subsidiaries) for any consideration (or any moneys be paid to or
          made available for a sinking fund or the redemption of any Junior
          Shares) by the Company (except by conversion into or exchange for
          Fully Junior Shares), unless, in any such case, full cumulative
          dividends on the Series B Preference Ordinary Shares and any Parity
          Shares have


<PAGE>
                                      -4-


          been or contemporaneously are declared and paid, or declared and a sum
          sufficient for the payment thereof set apart for payment, for all
          dividend periods terminating on or prior to the date such dividends or
          distributions are declared or paid on the Junior Shares, or such
          Junior Shares are redeemed, purchased or otherwise acquired.

     (c) Voting Rights. (i) Subject to clause (iii) below, and unless required
     by law or court order, the holders of Series B Preference Ordinary Shares
     shall not be entitled to receive notice of nor to attend nor to vote at any
     general meeting of the Company.

               (ii) The holders of Series B Preference Ordinary Shares shall be
          entitled to one vote for each share held at any separate general
          meeting of that class or series (i.e., preference ordinary shares or
          Series B Preference Ordinary Shares, respectively), subject to the
          provisions of Article 41 of the Articles. Subject to the applicable
          provisions of the Articles and the Law, unless the Series B Preference
          Ordinary Shares have been previously redeemed or called for redemption
          (and funds necessary for such redemption have been set apart by the
          Company in trust for the benefit of the holders of the Series B
          Preference Ordinary Shares so called for redemption), the Company may
          not take any action which would vary the rights attached to the Series
          B Preference Ordinary Shares and no class or series of shares may be
          created which ranks senior to the Series B Preference Ordinary Shares
          as to dividend rights or as to the return of assets on liquidation,
          dissolution, winding up or otherwise of the Company, in each case,
          without the approval of a special resolution in writing by the holders
          of 100% of the Series B Preference Ordinary Shares or the sanction of
          a special resolution passed by the votes of at least two-thirds of the
          outstanding Series B Preference Ordinary Shares cast at a separate
          general meeting of the holders of the Series B Preference Ordinary
          Shares. At every separate meeting of the holders of the Series B
          Preference Ordinary Shares, the necessary quorum shall be any one or
          more persons present in person or by proxy holding not less than 50%
          of the issued shares of that class. Notwithstanding the foregoing and
          subject to the applicable


<PAGE>
                                      -5-


          provisions of the Articles and the Law, holders of the Series B
          Preference Ordinary Shares are not entitled to vote on any sale of all
          or substantially all of the assets of the Company, and the issuance of
          any shares that are in parity with the Series B Preference Ordinary
          Shares with respect to payment of dividends and distribution of assets
          in liquidation.

               (iii) If at any time the equivalent of six (6) or more full
          quarterly dividends (whether consecutive or not) on the Series B
          Preference Ordinary Shares shall be in arrears (whether or not such
          dividends shall have been earned or declared), then during such period
          until all such arrearages in dividends shall have been paid in full,
          and only during such period (the "Voting Period"), the holders of the
          Series B Preference Ordinary Shares voting together with any other
          series or classes of preference ordinary shares also in arrears and
          having such right shall be entitled by ordinary resolution at a
          separate meeting of such holders to elect two persons and nominate
          such elected persons for appointment by the Board of Directors as
          additional Directors of the Company. In no event shall there be more
          than two Directors elected by the holders of preference ordinary
          shares (whether voting alone as a series or class or with another
          series or class so in arrears and having such right).

               (iv) Any Director who shall have been elected pursuant to
          paragraph (2)(c)(iii) above may be removed at any time during a Voting
          Period, either for or without cause, by, and only by, ordinary
          resolution of the holders of the outstanding preference ordinary
          shares of the relevant series at a special separate general meeting of
          such holders called for that purpose. Any vacancy thereby created may
          be filled during such Voting Period by ordinary resolution of the
          holders of preference ordinary shares of all the relevant series at
          such a meeting. Any Director elected by holders of preference ordinary
          shares pursuant to this provision, or by any Director so elected as
          herein contemplated, who dies, resigns or otherwise ceases to be a
          Director during a Voting Period shall, except as otherwise provided in
          the preceding sentence, be replaced by the


<PAGE>
                                      -6-


          remaining Director theretofore elected by the holders of preference
          ordinary shares nominating a replacement for appointment by the Board
          of Directors, provided that if no remaining additional Director is
          then in office, additional Directors will be elected in accordance
          with the procedures described above. At the end of the Voting Period,
          the holders of preference ordinary shares of all of the relevant
          series shall be automatically divested of all voting powers vested in
          them by this provision, but subject always to subsequent vesting of
          such voting power in the holders of preference ordinary shares in the
          event of any similar cumulated arrearage in payment of quarterly
          dividends occurring thereafter. The term of all Directors elected and
          appointed pursuant to this provision shall in all events expire at the
          end of the applicable Voting Period and if the size of the Board was
          increased for purpose of the additional Directors, the number of
          Directors constituting the Board shall be reduced accordingly. The
          provisions of the Articles relating to general meetings and the
          provisions of Article 41 of the Articles shall apply, mutatis
          mutandis, to every such separate meeting, except that the necessary
          quorum shall be any one or more persons present in person or by proxy
          holding not less than fifty percent (50%) of the issued preference
          ordinary shares of the relevant series.

     (d) Redemption. The Company shall be entitled to redeem all or any of the
     Series B Preference Ordinary Shares as follows:

               (i) Subject to clauses (ii), (iii) and (iv), the Series B
          Preference Ordinary Shares shall not be redeemable by the Company
          prior to the date to be determined by the Attorneys (or by either of
          them) on the Pricing Date. On or after such date, the Company shall be
          entitled at any time in whole or from time to time in part by not less
          than thirty (30) days nor more than sixty (60) days' prior written
          notice to the relevant Holders, in such form and given in such manner
          as the Directors shall from time to time determine and in accordance
          with paragraph (e) below, to redeem all or any of the Series B
          Preference Ordinary Shares pursuant to this clause for cash at a
          redemption price of US$25.00 per share being redeemed (inclusive of
          the nominal value


<PAGE>
                                      -7-


          thereof) plus all accrued and unpaid dividends, if any, thereon to the
          date of redemption, without interest on such unpaid dividends.

               (ii) At any time prior to the date determined by the Attorneys
          (or by either of them) on the Pricing Date, if the Company shall have
          submitted to the holders of Ordinary Shares a proposal for an
          amalgamation, consolidation, merger, arrangement, reconstruction,
          reincorporation, de-registration or any other similar transaction
          involving the Company that requires or shall have submitted any
          proposal for any other matter that, as a result of any change in
          Cayman Islands Law after 13 November 2002 (whether by enactment or
          official interpretation), requires, in each case, a vote of the
          holders of the Series B Preference Ordinary Shares voting separately
          as a single class (alone or with one or more class or series of
          preference ordinary shares, including the Company's Series A
          Preference Ordinary Shares), the Company shall be entitled by not less
          than thirty (30) days nor more than sixty (60) days prior written
          notice to the relevant Holders, in such form and given in such manner
          as the Directors shall from time to time determine and in accordance
          with paragraph (e) below, to redeem all Series B Preference Ordinary
          Shares pursuant to this clause for cash at a redemption price of
          US$26.00 per share being redeemed (inclusive of the nominal value
          thereof), plus all accrued and unpaid dividends, if any, to the date
          of redemption.

               (iii) If there is a "change in tax law" that would require the
          Company or any successor company to pay additional amounts with
          respect to the Series B Preference Ordinary Shares on the next
          succeeding dividend payment date, and the payment of those additional
          amounts cannot be avoided by the use of any reasonable measures
          available to the Company or any successor company, the Company shall
          be entitled at any time thereafter by not less than thirty (30) days
          nor more than sixty (60) days prior written notice to the relevant
          Holders, in such form and given in such manner as the Directors shall
          from time to time determine


<PAGE>
                                      -8-


          and in accordance with paragraph (e) below, to redeem any or all
          Series B Preference Ordinary Shares pursuant to this clause for cash
          at a redemption price of US$25.00 per share being redeemed (inclusive
          of the nominal value thereof) plus accrued and unpaid dividends, if
          any, to the date of redemption. For the purposes of this provision, a
          "change in tax law" shall be (a) a change in or amendment to laws,
          regulations or rulings of any jurisdiction, political subdivision or
          taxing authority described in the next sentence, (b) a change in the
          official application or interpretation of those laws, regulations or
          rulings, or (c) any execution of or amendment to any treaty affecting
          taxation to which any jurisdiction, political subdivision or taxing
          authority described in the next sentence is party after 13 November
          2002. The jurisdictions, political subdivisions and taxing authorities
          referred to in the previous sentence are (a) the Cayman Islands or any
          political subdivision or governmental authority of or in the Cayman
          Islands with the power to tax, (b) any jurisdiction from or through
          which the Company or its paying agent is making payments on the Series
          B Preference Ordinary Shares or any political subdivision or
          governmental authority of or in that jurisdiction with the power to
          tax, or (c) any other jurisdiction in which the Company or its
          successor company is organized or generally subject to taxation or any
          political subdivision or governmental authority of or in that
          jurisdiction with the power to tax.

               (iv) If the entity formed by a consolidation, merger or
          amalgamation involving the Company or the entity to which the Company
          conveys, transfers or leases substantially all of its properties and
          assets is required to pay additional amounts in respect of any tax,
          assessment or governmental charge imposed on any holder of Series B
          Preference Ordinary Shares as a result of a change in tax law that
          occurred after the date of the consolidation, merger, amalgamation,
          conveyance, transfer or lease, and the payment of those amounts cannot
          be avoided by the use of any reasonable measures available to the
          Company or any successor company, the Company shall be entitled at any
          time thereafter by not less than thirty (30) days nor


<PAGE>
                                      -9-


          more than sixty (60) days prior written notice to the relevant
          Holders, in such form and given in such manner as the Directors shall
          from time to time determine and in accordance with paragraph (e)
          below, to redeem any or all Series B Preference Ordinary Shares
          pursuant to this clause for cash at a redemption price of US$25.00 per
          share being redeemed, (inclusive of the nominal value thereof), plus
          all accrued and unpaid dividends, if any, to the date of redemption.

     (e) Notice of any redemption described herein will be mailed at least
     thirty (30) days but not more than sixty (60) days before the redemption
     date to each holder of record of Series B Preference Ordinary Shares to be
     redeemed at the address shown in the register of members of the Company.
     Each notice will state as appropriate: (1) the redemption date; (2) the
     number of Series B Preference Ordinary Shares to be redeemed; (3) the
     redemption price; (4) the place or places where certificates for Series B
     Preference Ordinary Shares are to be surrendered for payment of the
     redemption price if any such certificates are outstanding; and (5) where
     applicable, that dividends on the Series B Preference Ordinary Shares to be
     redeemed will cease to accrue on such redemption date. If fewer than all
     Series B Preference Ordinary Shares are to be redeemed, the notice mailed
     to each such holder thereof will also specify the number of Series B
     Preference Ordinary Shares to be redeemed from such holder. The notice
     shall contain (i) the name and address of the relevant bank or trust
     company to be used for purposes of redemption (if any) and (ii) a statement
     as to the deposit or intent to deposit the redemption funds in such trust
     account.

     (f) If fewer than all of the Series B Preference Ordinary Shares are to be
     redeemed, the number of shares to be redeemed will be determined by the
     Directors in their absolute discretion and such Series B Preference
     Ordinary Shares may be redeemed pro rata from the holders of record in
     proportion to the number of Series B Preference Ordinary Shares held by
     such holders (with adjustments to avoid redemption of fractional shares) or
     by lot.

     (g) If notice of redemption of any Series B Preference Ordinary Shares has
     been given and if the funds necessary for such


<PAGE>
                                      -10-


     redemption have been set apart by the Company in trust for the benefit of
     the holders of Series B Preference Ordinary Shares so called for
     redemption, then from and after the redemption date, dividends will cease
     to accrue on the Series B Preference Ordinary Shares being redeemed, the
     Series B Preference Ordinary Shares will no longer be deemed to be
     outstanding and all rights of the holders of such shares will terminate,
     except the right to receive the redemption price.

     (h) If a redemption date falls after a dividend record date and prior to
     the corresponding dividend payment date, the holders of Series B Preference
     Ordinary Shares at the close of business on the dividend record date will
     be entitled to receive the dividend payable with respect to such Series B
     Preference Ordinary Shares on the corresponding dividend payment date
     notwithstanding the redemption thereof between the dividend record date and
     the corresponding dividend payment date or a default in the payment of the
     dividend due on such dividend payement date.

     (i) Unless full cumulative dividends on all Series B Preference Ordinary
     Shares and all Parity Shares shall have been declared and paid, or declared
     and a sum sufficient for the payment thereof set apart for payment for all
     past dividend periods terminating on or prior to the date of a redemption,
     purchase or other acquisition, no Series B Preference Ordinary Shares or
     any Parity Shares may be redeemed, purchased or otherwise acquired by the
     Company unless all Series B Preference Ordinary Shares and any Parity
     Shares are redeemed; provided, that, the Company may acquire fewer than all
     of the Series B Preference Ordinary Shares or any Parity Shares pursuant to
     a purchase or exchange offer made on the same terms to holders of all
     Series B Preference Ordinary Shares and Parity Shares as determined in good
     faith by the Board of Directors of the Company.

     (j) The Company, subject to (1) the special rights granted to any of the
     Company's issued and outstanding shares and (2) the Company's requirement
     pursuant to clause (i) to make a purchase or exchange offering on the same
     terms to holders of all outstanding Series B Preference Ordinary Shares and
     Parity Shares, may purchase Series B Preference Ordinary Shares. Any such
     purchase made by the Company may be made in the open market,


<PAGE>
                                      -11-


     by tender to all holders of Series B Preference Ordinary Shares, by private
     agreement or otherwise as the Directors see fit. Any Series B Preference
     Ordinary Shares purchased by the Company for its own account (other than in
     the ordinary course of business of dealing in securities) will be canceled
     by the Company and will no longer be issued and outstanding.

     (k) The Series B Preference Ordinary Shares may be purchased or redeemed by
     the Company either out of profits or from the proceeds of a fresh issue of
     shares or out of capital or the share premium account.

     (l) Payment of the redemption amount shall only be effected upon surrender
     to the Company for cancellation of any share certificate in respect of the
     Series B Preference Ordinary Shares (to the extent such certificates are
     outstanding) to be redeemed and shall be made as promptly as practicable.
     If any certificate so surrendered includes Series B Preference Ordinary
     Shares not being redeemed, a new certificate for the remaining Series B
     Preference Ordinary Shares shall be issued to the holder in accordance with
     the Articles of Association of the Company without charge to such holder.

     (m) The Directors may make such further regulations concerning the
     administerial process of redemption as they shall from time to time deem
     necessary so long as the rights of the Holders are not varied.

     (n) The rights conferred upon the holders of the Series B Preference
     Ordinary Shares shall not be deemed to be varied by the creation or issue
     of any Parity Shares, Junior Shares or Fully Junior Shares.

     (o) Payments of Additional Amounts. Payments on the Series B Preference
     Ordinary Shares shall be made free and clear of and without deduction or
     withholding for or on account of any present or future taxes, assessments
     or other governmental charges imposed by any jurisdiction, political
     subdivision or taxing authority described in clause 1(d)(iii) of these
     Resolutions, unless the deduction or withholding of such taxes, assessments
     or other governmental charges is required by law, regulations or


<PAGE>
                                      -12-


     rulings or the application or official interpretation of such law,
     regulations or rulings. In that event, the Company shall pay or cause to be
     paid additional amounts to the registered holders of the Series B
     Preference Ordinary Shares as additional dividends to make up for any
     deduction or withholding for any present or future taxes, assessments or
     other governmental charges imposed by any jurisdiction, political
     subdivision or taxing authority described in clause 1(d)(iii) of these
     Resolutions in respect of any amounts that the Company or a successor
     company must pay with respect to the Series B Preference Ordinary Shares,
     so that the net amounts paid to the holders of the Series B Preference
     Ordinary Shares, after that deduction or withholding, shall equal the
     respective amounts that would have been receivable by such holders had no
     such withholding or deduction been required. However, the Company shall not
     be obligated to pay additional amounts to any holder that:

               (i) resides in or is a citizen of the jurisdiction, political
          subdivision or taxing authority imposing the taxes, assessments or
          other governmental charges that would otherwise trigger the Company's
          obligation to pay additional amounts; or

               (ii) is a fiduciary, partnership, limited liability company or
          other pass-thru entity if, and to the extent that, the payment of
          additional amounts would be required by a jurisdiction, political
          subdivision or taxing authority described in clause 1(d)(iii) of these
          Resolutions to be included in the income for tax purposes of a
          beneficiary or settlor with respect to that fiduciary or a member of
          that partnership, limited liability company or other pass-thru entity
          who would not have been entitled to any additional amounts had that
          beneficiary, settlor or member held those Series B Preference Ordinary
          Shares directly.

     In addition, the Company shall not be obligated to pay any additional
     amounts to a holder of Series B Preference Ordinary Shares on account of:

               (i) any tax, assessment or other governmental charge that would
          not have been imposed but for the existence of any present or former
          connection between the holder, or certain other persons, and the
          taxing jurisdiction or political subdivision, or any Series B
          Preference


<PAGE>
                                      -13-


          Ordinary Shares presented for payment more than thirty (30) days after
          the Relevant Date;

               (ii) any estate, inheritance, gift, sales, transfer, personal
          property or similar tax, assessment or other governmental charge;

               (iii) any tax, assessment or other governmental charge that is
          payable otherwise than by withholding or deduction from payment of the
          liquidation preference of or any dividends on the Series B Preference
          Ordinary Shares;

               (iv) any tax, assessment or other governmental charge that is
          imposed or withheld by reason of the failure by the holder or the
          beneficial owner of the Series B Preference Ordinary Shares to
          promptly comply with a request by the Company to (a) provide
          information, documents, certifications or other evidence concerning
          the nationality, residence or identity of the holder or beneficial
          owner or (b) make and deliver any declaration or other similar claim,
          other than a claim for refund of a tax, assessment or other
          governmental charge withheld by the Company, or satisfy any
          information or reporting requirements, which, in the case of clauses
          (a) or (b), is required or imposed by a statute, treaty, regulation or
          administrative practice of the taxing jurisdiction as a precondition
          to exemption from all or part of that tax, assessment or other
          governmental charge; or

               (v) any combination of the items identified by the subparagraphs
          above.

     The "Relevant Date" means, in respect of any payment, the date on which
     such payment first becomes due and payable, but if the full amount of the
     moneys payable has not been received by the depositary on or prior to such
     due date, it means the first date on which, the full amount of such moneys
     having been so received and being available for payment to holders, notice
     to that effect shall have been duly given to the holders of the Series B
     Preference Ordinary Shares.



<PAGE>
                                      -14-


     (p) No Preemptive Rights. The Series B Preference Ordinary Shares shall not
     be entitled to the benefits of any retirement or sinking fund. No holder of
     Series B Preference Ordinary Shares, solely by reason of any such holding,
     has or will have any preemptive right to subscribe for any additional issue
     of the Company's shares of any class or series or to any security
     convertible into any such shares.

     (q) Ranking. Any class or series of shares of the Company shall be deemed
     to rank (1) prior to the Series B Preference Ordinary Shares, as to the
     payment of dividends and as to any voluntary or involuntary return of
     assets on liquidation, dissolution, winding-up or otherwise of the Company,
     if the holders of such class or series shall be entitled to the receipt of
     dividends or of amounts distributable upon any voluntary or involuntary
     return of assets on liquidation, dissolution, winding up or otherwise, as
     the case may be, in preference or priority to the holders of the Series B
     Preference Ordinary Shares, (2) on a parity with the Series B Preference
     Ordinary Shares as to the payment of dividends and as to distribution of
     assets upon any voluntary or involuntary return of assets on liquidation,
     dissolution, winding up or otherwise of the Company, whether or not the
     dividend rates, dividend payment dates or redemption or liquidation prices
     per share thereof shall be different from those of the Series B Preference
     Ordinary Shares, if the holders of such class or series and the Series B
     Preference Ordinary Shares shall be entitled to the receipt of dividends
     and of amounts distributable upon any voluntary or involuntary return of
     assets on liquidation, dissolution, winding up or otherwise of the Company
     in proportion to their respective amounts of accrued and unpaid dividends
     per share or liquidation preferences, without preference or priority one
     over the other or (3) junior to the Series B Preference Ordinary Shares, as
     to the payment of dividends and as to distribution of assets upon any
     voluntary or involuntary return of assets on liquidation, dissolution,
     winding up or otherwise of the Company, if such class or series is ordinary
     shares or other shares ranking junior in right of payment to Series B
     Preference Ordinary Shares as to dividends and/or as to the distribution of
     assets upon any voluntary or involuntary return of assets on liquidation,
     dissolution, winding up or otherwise of the Company. The Series B
     Preference Ordinary Shares will rank on a parity with the Series A
     Preference Ordinary Shares as to the payment of dividends and


<PAGE>
                                      -15-


     as to distribution of assets upon any voluntary or involuntary return of
     assets on liquidation, dissolution, winding up or otherwise of the Company.

     2. RESOLVED that, in the event that the holders of the preference ordinary
     shares elect two persons and nominate such elected persons for appointment
     by the Board of Directors as additional Directors of the Company pursuant
     to paragraph 1(c)(iii) of these Resolutions during a Voting Period, the
     Board of Directors hereby, pursuant to Article 52 of the Articles, increase
     the number of persons consisting of the Board of Directors by two persons
     (subject to the limit in the number of Directors stated in Article 52) and
     hereby appoint, pursuant to Article 82 of the Articles, such persons
     elected and nominated by the holders of preference ordinary shares as
     additional Directors of the Company. Such additional Directors shall be
     apportioned among the classes of Directors in accordance with Article 81(a)
     of the Articles. Such appointment is conditional upon and subject to the
     following:

          (a) the term of office of each such Director shall in all events
          automatically expire at the end of the applicable Voting Period; and

          (b) prior to the appointment of each such elected person as a Director
          becoming effective, each such person shall provide to the Company
          notice in writing that he resigns the office of Director, in the form
          attached to these Resolutions, which form is hereby approved, such
          notice to only be effective upon the earliest of: (i) the expiration
          of the Voting Period during which such Director was appointed or (ii)
          the passing of an ordinary resolution by the holders of the relevant
          series of outstanding preference ordinary shares for the removal of
          such Director (in accordance with paragraph 1(c)(iv) of these
          Resolutions).

     3. RESOLVED that, in the event that it is necessary for any Director
     elected and nominated by the holders of preference ordinary shares to be
     removed from office in accordance with the provisions of paragraph 1(c)(iv)
     of these Resolutions, the Board of Directors shall put a Special Resolution
     to the Company at the immediately following Annual General Meeting of the
     Company for the removal of such Director or Directors pursuant to Article
     81(b) of the Articles.

     4. RESOLVED that, in the event that to give effect to the rights granted to
     the holders of preference ordinary shares by the provisions of paragraph
     1(c)(iii) of these Resolutions it is necessary to increase the limit in the
     number


<PAGE>
                                      -16-


     of Directors specified in Article 52 of the Articles, the Directors shall
     put an ordinary resolution to the Company at the next Annual General
     Meeting of the Company to increase the limit in the number of Directors.

     5. RESOLVED, that the Company be, and it hereby is, authorised to issue and
     sell up to 27,000,000 Series B Preference Ordinary Shares, par value
     US$0.01 (including Series B Preference Ordinary Shares to be sold pursuant
     to any over-allotment option), to one or more underwriters to be named in
     an underwriting agreement at a price at which issued and sold by the
     Company, in such number and at such price, rate of dividends, and other
     terms and conditions of such Series B Preference Ordinary Shares to be
     determined by the Attorneys (or by either of them) upon the issue of such
     shares. All such determinations in respect of the Series B Preference
     Ordinary Shares made by the Attorneys (or by either of them), including,
     without limitation, approval of the form of share certificate, are hereby
     ratified and confirmed.