<PAGE>   1


                                 B Y E - L A W S

                                       OF

                      ANNUITY AND LIFE RE (HOLDINGS), LTD.

   [Adopted by resolution of the Members on April 2, 1998 and amended on
                                April 27, 2000.]
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
<S>        <C>                                                           <C>
1.         Interpretation..........................................        1
2.         Board of Directors......................................        4
3.         Management of the Company...............................        4
4.         Power to appoint chief executive officer................        4
5.         Power to appoint manager................................        5
6.         Power to authorize specific actions.....................        5
7.         Power to appoint attorney...............................        5
8.         Power to appoint and dismiss employees..................        5
9.         Power to borrow and charge property.....................        5
10.        Power to purchase shares of the Company.................        5
11.        Election of Directors...................................        6
12.        Defects in appointment of Directors.....................        6
13.        Alternate Directors.....................................        6
14.        Removal of Directors....................................        7
15.        Vacancies on the Board..................................        7
16.        Notice of meetings of the Board.........................        8
17.        Quorum at meetings of the Board.........................        8
18.        Meetings of the Board...................................        8
19.        Unanimous written resolutions...........................        8
20.        Contracts and disclosure of Directors' interests........        8
21.        Remuneration of Directors...............................        9
22.        Other interests of Directors............................        9
23.        Power to delegate to a committee........................        9
24.        Officers of the Company.................................        9
25.        Appointment of Officers.................................        9
26.        Remuneration of Officers................................       10
27.        Duties of Officers......................................       10
28.        Chairman of meetings....................................       10
29.        Register of Directors and Officers......................       10
30.        Obligations of Board to keep minutes....................       10
31.        Indemnification of Directors and Officers of the Company       11
32.        Waiver of claim by Member...............................       11
33.        Notice of annual general meeting........................       11
34.        Notice of special general meeting.......................       12
35.        Accidental omission of notice of general meeting........       12
36.        Meeting called on requisition of Members................       12
37.        Short notice............................................       12
38.        Postponement of meetings................................       12
39.        Quorum for general meeting..............................       12
40.        Adjournment of meetings.................................       12
41.        Attendance at meetings..................................       13
42.        Written resolutions.....................................       13
43.        Attendance of Directors.................................       13
44.        Voting at meetings......................................       13
</TABLE>


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<TABLE>
<S>        <C>                                                           <C>
45.        Voting on show of hands.................................       14
46.        Decision of chairman....................................       14
47.        Demand for a poll.......................................       14
48.        Seniority of joint holders voting.......................       15
49.        Instrument of proxy.....................................       15
50.        Representation of corporations at meetings..............       15
51.        Rights of shares........................................       15
52.        Limitation on voting rights of controlled shares........       16
53.        Power to issue shares...................................       18
54.        Variation of rights and alteration of share capital.....       18
55.        Registered holder of shares.............................       19
56.        Death of a joint holder.................................       19
57.        Share certificates......................................       19
58.        Calls on shares.........................................       19
59.        Contents of register of Members.........................       19
60.        Inspection of register of Members.......................       20
61.        Reserved................................................       20
62.        Instrument of transfer..................................       20
63.        Restriction on transfer.................................       20
64.        Transfers by joint holders..............................       22
65.        Lien on shares..........................................       22
66.        Registration on bankruptcy..............................       22
67.        Declaration of dividends by the Board...................       23
68.        Other distributions.....................................       23
69.        Reserve fund............................................       23
70.        Deduction of amounts due to the Company.................       23
71.        Unclaimed dividends.....................................       23
72.        Interest on dividend....................................       23
73.        Issue of bonus shares...................................       23
74.        Records of account......................................       23
75.        Financial year end......................................       24
76.        Financial statements....................................       24
77.        Appointment of Auditor..................................       24
78.        Remuneration of Auditor.................................       24
79.        Vacation of office of Auditor...........................       24
80.        Access to books of the Company..........................       24
81.        Report of the Auditor...................................       24
82.        Record dates............................................       25
83.        Notices to Members of the Company.......................       25
84.        Notices to joint Members................................       25
85.        Service and delivery of notice..........................       25
86.        The seal................................................       25
87.        Manner in which seal is to be affixed...................       26
88.        Determination to wind up Company........................       26
89.        Winding-up/distribution by liquidator...................       26
90.        Alteration of Bye-laws..................................       26
</TABLE>


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<PAGE>   4
                                 B Y E - L A W S
                                       OF
                      ANNUITY AND LIFE RE (HOLDINGS), LTD.

                                 INTERPRETATION


1.    INTERPRETATION

      (1) In these Bye-laws the following words and expressions shall, where not
inconsistent with the context, have the following meanings respectively:-

         (a)      "Act" means the Companies Act 1981 of Bermuda as amended from
                  time to time;

         (b)      "Affiliate" has the meaning ascribed thereto in Rule 144
                  promulgated under the Securities Act;

         (c)      "Alternate Director" means an alternate Director;

         (d)      "Auditor" includes any individual or partnership;

         (e)      "Board" means the Board of Directors appointed or elected
                  pursuant to these Bye-laws and acting by resolution in
                  accordance with the Act and these Bye-laws or the Directors
                  present at a meeting of Directors at which there is a quorum;

         (f)      "Business Day" means any day, other than a Saturday, a Sunday
                  or any day on which banks in Hamilton, Bermuda or The City of
                  New York, United States are authorized or obligated by law or
                  executive order to close;

         (g)      "Code" means the United States Internal Revenue Code of 1986,
                  as amended from time to time, or any federal statute from time
                  to time in effect that has replaced such statute, and any
                  reference in these Bye-laws to a provision of the Code or a
                  rule or regulation promulgated thereunder means such
                  provision, rule or regulation as amended from time to time or
                  any provision of a federal law, or any federal rule or
                  regulation, from time to time in effect that has replaced such
                  provision, rule or regulation;

         (h)      "Common Shares" means the common shares, par value U.S.$1.00
                  per share, of the Company and includes a fraction of a Common
                  Share;

         (i)      "Company" means the company for which these Bye-laws are
                  approved and confirmed;


         (j)      "Controlled Shares" of any Person means all Common Shares
                  owned by such Person, whether:

                  (i) directly;

                  (ii)     with respect to Persons who are United States
                           Persons, by application of the attribution and
                           constructive ownership rules of Sections 958(a) and
                           958(b) of the Code; or

                  (iii)    beneficially owned, directly or indirectly, within
                           the meaning of Section 13(d)(3) of the Exchange Act
                           and the rules and regulations thereunder;

         (k)      "debenture" means debenture stock, mortgages, bonds and any
                  other such debt securities of the Company whether constituting
                  a charge on the assets of the Company or not;
<PAGE>   5
         (l)      "Director" means a director of the Company and shall include
                  an Alternate Director;"dividend" includes a bonus or
                  capitalization issue of shares;

         (m)      "Exchange Act" means the United States Securities Exchange Act
                  of 1934 as amended from time to time or any federal statute
                  from time to time in effect that has replaced such statute,
                  and any reference in these Bye-laws to a provision of the
                  Exchange Act or a rule or regulation promulgated thereunder
                  means such provision, rule or regulation as amended from time
                  to time or any provision of a federal law, or any federal rule
                  or regulation, from time to time in effect that has replaced
                  such provision, rule or regulation;"Fair Market Value" means,
                  with respect to a repurchase of any shares of the Company in
                  accordance with these Bye-laws, (i) if such shares are listed
                  on a securities exchange (or quoted in a securities quotation
                  system), the average closing sale price of such shares on such
                  exchange (or in such quotation system), or, if such shares are
                  listed on (or quoted in) more than one exchange (or quotation
                  system), the average closing sale price of the shares on the
                  principal securities exchange (or quotation system) on which
                  such shares are then traded, or, if such shares are not then
                  listed on a securities exchange (or quotation system) but are
                  traded in the over-the-counter market, the average of the
                  latest bid and asked quotations for such shares in such
                  market, in each case for the last five trading days
                  immediately preceding the day on which notice of the
                  repurchase of such shares is sent pursuant to these Bye-laws
                  or (ii) if no such closing sales prices or quotations are
                  available because such shares are not publicly traded or
                  otherwise, the fair value of such shares as determined by one
                  independent nationally recognized investment banking firm
                  chosen by the Company and reasonably satisfactory to the
                  Member whose shares are to be so repurchased by the Company,
                  provided that the calculation of the Fair Market Value of the
                  shares made by such appointed investment banking firm (i)
                  shall not include any discount relating to the absence of a
                  public trading market for, or any transfer restrictions on,
                  such shares, and (ii) such calculation shall be final and the
                  fees and expenses stemming from such calculation shall be
                  borne by the Company or its assignee, as the case may be;

         (n)      "Formula" has the meaning ascribed thereto in Bye-law 52;

         (o)      "general meeting" means a meeting of the Members of the
                  Company;

         (p)      "Member" means the person registered in the Register of
                  Members as the holder of shares in the Company and, when two
                  or more persons are so registered as joint holders of shares,
                  means the person whose name stands first in the Register of
                  Members as one of such joint holders or all of such persons as
                  the context so requires;

         (q)      "notice" means written notice as further defined in these
                  Bye-laws unless otherwise specifically stated;

         (r)      "Officer" means any person appointed by the Board to hold an
                  office in the Company;

         (s)      "Person" means any individual, company, corporation, firm,
                  partnership, trust or any other business, entity or person,
                  whether or not recognized as constituting a separate legal
                  entity;

         (t)      "Preferred Shares" means the preferred shares, of the Company
                  and includes a fraction of a Preferred Share;

         (u)      "Register of Directors and Officers" means the Register of
                  Directors and Officers referred to in Bye-law 29;

         (v)      "Register of Members" means the Register of Members referred
                  to in Bye-law 59;



                                      -2-
<PAGE>   6
         (w)      "Secretary" means the person appointed to perform any or all
                  the duties of secretary of the Company and includes any deputy
                  or assistant secretary;

         (x)      "Securities Act" means the United States Securities Act of
                  1933 as amended from time to time or any federal statute from
                  time to time in effect which has replaced such statute, and
                  any reference in these Bye-laws to a provision of the
                  Securities Act or a rule or regulation promulgated thereunder
                  means such provision, rule or regulation as amended from time
                  to time or any provision of a federal law, or any federal rule
                  or regulation, from time to time in effect that has replaced
                  such provision, rule or regulation;

         (y)      "share" means a share of any class of shares in the capital of
                  the Company (including, where the context so admits, Common
                  Shares) and includes a fraction of a share;

         (z)      "subsidiary", with respect to any Person, means a company,
                  more than fifty percent (50%) (or, in the case of a wholly
                  owned subsidiary, one hundred percent (100%)) of the
                  outstanding Voting Shares of which are owned, directly or
                  indirectly, by such Person or by one or more other
                  subsidiaries of such Person, or any such Person and one or
                  more other subsidiaries;

         (aa)     "Proscribed Shareholder" means a United States Person who
                  owns, in the aggregate, (i) directly, (ii) by application of
                  the attribution and constructive ownership rules of Sections
                  958(a) and 958(b) of the Code or (iii) beneficially, directly
                  or indirectly, within the meaning of Section 13(d)(3) of the
                  Exchange Act, issued Common Shares of the Company representing
                  ten percent (10%) or more of the total combined voting rights
                  attaching to the issued Common Shares and the issued shares of
                  any other class or classes of shares of the Company, or a
                  Person, other than a United States Person, who owns, in the
                  aggregate, (i) directly, (ii) by application of the
                  attribution and constructive ownership rules of sections
                  958(a) and 958(b) of the Code or (iii) beneficially, directly
                  or indirectly, within the meaning of Section 13(d)(3) of the
                  Exchange Act, issued Common Shares of the Company representing
                  seventeen percent (17%) or more of the total combined voting
                  rights attaching to the issued Common Shares and the issued
                  shares of any other class or classes of shares of the Company;

         (bb)     "Unadjusted Basis", when used with respect to the aggregate
                  voting rights held by any Member, refers to the determination
                  of such rights without reference to the provisions relating to
                  the adjustment of voting rights contained in Bye-law 52;

         (cc)     "United States" means the United States of America and
                  dependent territories or any part thereof;

         (dd)     "United States 25% Shareholder" means a United States Person
                  who owns, directly or by application of the attribution and
                  constructive ownership rules of Sections 958(a) and 958(b) of
                  the Code, issued shares representing either (i) more than
                  twenty-five percent (25%) of the total combined voting rights
                  attaching to the issued Common Shares and the issued shares of
                  any other class or classes of shares of the Company or (ii)
                  more than twenty-five percent (25%) of the total combined
                  value of the issued Common Shares and any other issued shares
                  of the Company, in each case determined pursuant to Section
                  957 of the Code;

         (ee)     "United States Person" means (i) an individual who is a
                  citizen or resident of the United States, (ii) a corporation
                  or partnership that is, as to the United States, a domestic
                  corporation or partnership and (iii) an estate or trust that
                  is subject to United States Federal income tax on its income
                  regardless of its source; and

         (ff)     "Voting Share" of any Person means any share in such Person
                  conferring voting rights on the holder thereof (other than
                  such voting rights as would exist solely in relation to a
                  proposal to alter or vary the rights attaching to such shares
                  solely upon the future occurrence of a contingency or voting
                  rights attaching solely by virtue of the provisions of the
                  Act).




                                      -3-
<PAGE>   7
         (2) In these Bye-laws, where not inconsistent with the context:

            (a)   words denoting the plural number include the singular number
                  and vice versa;

            (b)   words denoting the masculine gender include the feminine
                  gender;

            (c)   words importing persons include companies, associations or
                  bodies of persons whether corporate or not

            (d)   the word:

                  (i)      "may" shall be construed as permissive;

                  (ii)  "shall" shall be construed as imperative; and

            (e)   unless otherwise provided herein words or expressions defined
                  in the Act shall bear the same meaning in these Bye-laws.

      (3) Expressions referring to writing or written shall, unless the contrary
intention appears, include facsimile, printing, lithography, photography and
other modes of representing words in a visible form.

      (4) Headings used in these Bye-laws are for convenience only and are not
to be used or relied upon in the construction hereof.



                               BOARD OF DIRECTORS


2.    BOARD OF DIRECTORS

      The business of the Company shall be managed and conducted by the Board.

3.    MANAGEMENT OF THE COMPANY

      (1) In managing the business of the Company, the Board may exercise all
such powers of the Company as are not, by statute or by these Bye-laws, required
to be exercised by the Company in general meeting subject, nevertheless, to
these Bye-laws, the provisions of any statute, and to such regulations as may be
prescribed by the Company in general meeting.

      (2) No regulation or alteration to these Bye-laws made by the Company in
general meeting shall invalidate any prior act of the Board which would have
been valid if that regulation or alteration had not been made.

      (3) The Board may procure that the Company pays to Members or third
parties all expenses incurred in promoting and incorporating the Company.

4.    POWER TO APPOINT CHIEF EXECUTIVE OFFICER

      The Board may from time to time appoint one or more Persons to the office
of chief executive officer of the Company who shall, subject to the control of
the Board, supervise and administer all of the general business and affairs of
the Company.




                                      -4-
<PAGE>   8
5.    POWER TO APPOINT MANAGER

      The Board may appoint a Person to act as manager of the Company's day to
day business, who may but need not be its chief executive officer, and may
entrust to and confer upon such manager such powers and duties as it deems
appropriate for the transaction or conduct of such business.

6.    POWER TO AUTHORIZE SPECIFIC ACTIONS

      The Board may from time to time and at any time authorise any Director,
Officer or other Person or body of Persons to act on behalf of the Company for
any specific purpose and in connection therewith to execute any agreement,
document or instrument on behalf of the Company.

7.    POWER TO APPOINT ATTORNEY

      The Board may from time to time and at any time by power of attorney
appoint any company, firm, Person or body of Persons, whether nominated directly
or indirectly by the Board, to be an attorney of the Company for such purposes
and with such powers, authorities and discretions (not exceeding those vested in
or exercisable by the Board) and for such period and subject to such conditions
as they may think fit and any such power of attorney may contain such provisions
for the protection and convenience of persons dealing with any such attorney as
the Board may think fit and may also authorise any such attorney to sub-delegate
all or any of the powers, authorities and discretions so vested in the attorney.
Such attorney may, if so authorised under the seal of the Company, execute any
deed or instrument under their personal seal with the same effect as the
affixation of the seal of the Company.

8.    POWER TO APPOINT AND DISMISS EMPLOYEES

      The Board may appoint, suspend or remove any officer, manager, secretary,
clerk, agent or employee of the Company and may fix their remuneration and
determine their duties.

9.    POWER TO BORROW AND CHARGE PROPERTY

      The Board may exercise all the powers of the Company to borrow money and
to mortgage or charge its undertaking, property and uncalled capital, or any
part thereof, and may issue debentures, debenture stock and other securities
whether outright or as security for any debt, liability or obligation of the
Company or any third party.

10.   POWER TO PURCHASE SHARES OF THE COMPANY

      (1) Exercise of Power to Repurchase Shares of the Company

      The Board may exercise all the powers of the Company to purchase all or
any part of its own shares pursuant to Sections 42 and 42A of the Act or to
discontinue the Company to a named country or jurisdiction outside Bermuda
pursuant to Section 132G of the Act.

      (2) Unilateral Repurchase Right

      Subject to Section 42A of the Act, if the Board in its absolute and
unfettered discretion, on behalf of the Company, determines that share ownership
by any Member may result in adverse tax, regulatory or legal consequences to the
Company, any of its subsidiaries or any of the Members, the Company will have
the option, but not the obligation, to repurchase all or part of the shares held
by such Member (to the extent the Board, in the reasonable exercise of its
discretion, determines it is necessary to avoid or cure such adverse
consequences) for immediately available funds in an amount equal to the Fair
Market Value of such shares on the date the Company sends the Repurchase Notice
referred to below (the "Repurchase Price"); provided, that the Board will use
reasonable efforts to exercise this option equally among similarly situated
Members (to the extent possible under the circumstances). In that event, the
Company will also be entitled to assign its repurchase right to a third party or
parties including one or more of the other Members, with the consent of such
assignee. Each Member shall be bound by the determination by the






                                      -5-
<PAGE>   9
Company to repurchase or assign its right to repurchase such Member's shares
and, if so required by the Company, shall sell the number of shares that the
Company requires it to sell.

      In the event that the Company or its assignee(s) determines to repurchase
any such shares, the Company shall provide each Member concerned with written
notice of such determination (a "Repurchase Notice") at least seven (7) calendar
days prior to such repurchase or such shorter period as each such Member may
authorize, specifying the date on which any such shares are to be repurchased
and the Repurchase Price. The Company may revoke the Repurchase Notice at any
time before it (or its assignee(s)) pays for the shares. Neither the Company nor
its assignee(s) shall be obliged to give general notice to the Members of any
intention to purchase or the conclusion of any purchase of shares. Payment of
the Repurchase Price by the Company or its assignee(s) shall be by wire transfer
or certified check and made at a closing to be held no less than seven (7)
calendar days after receipt of the Repurchase Notice by the Member.

      (3) Restrictions on repurchases

      If the Company redeems or purchases shares pursuant to this Bye-law 10, it
shall do so only in a manner the Board believes would not result, upon
consummation of such redemption or purchase, in any Person becoming a Proscribed
Shareholder, on an Unadjusted Basis.

11.   ELECTION OF DIRECTORS

      (1) The Board shall consist of a maximum of fourteen (14) Directors,
unless otherwise set by the Members, each having one vote, who shall be elected,
except in the case of casual vacancy, by the Members in the manner set forth in
paragraph (2) of this Bye-law 11 at the annual general meeting or any special
general meeting called for the purpose and who shall hold office for the term
set forth in paragraph (3) of this Bye-law 11.

      (2) No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for election as a
Director at any general meeting unless not less than 120 days before the date
appointed for the meeting there shall have been lodged at the Company notice in
writing signed by Members holding 5% of the outstanding shares entitled to vote
at the meeting for which such notice is given of his intention to propose such
person for election and also notice in writing signed by the person to be
proposed of his willingness to be elected.

      (3) The Board shall be divided into three classes of directors, each class
to have approximately the same number of directors as determined by the Board.
The initial term of the first class of directors shall expire at the first
annual meeting of the Company's shareholders following the completion of the
initial public offering of the Company's Common Shares. The initial term of the
second class of directors shall expire at the second annual meeting following
the completion of the initial public offering of the Company's Common Shares.
The initial term of the third class of directors shall expire at the third
annual meeting following the completion of the initial public offering of the
Company's Common Shares. Following their initial terms, all classes of directors
shall be elected to three-year terms.

12.   DEFECTS IN APPOINTMENT OF DIRECTORS

      All acts done bona fide by any meeting of the Board or by a committee of
the Board or by any person acting as a Director shall, notwithstanding that it
be afterwards discovered that there was some defect in the appointment of any
Director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every person had been duly appointed and was
qualified to be a Director.

13.   ALTERNATE DIRECTORS

      (1) Each Director may appoint an Alternate Director and such appointment
shall become effective upon the Secretary receiving written notice of such
appointment. Any person so appointed shall have all the rights and powers of the
Director or Directors for whom such person is appointed in the alternate,
provided that such




                                      -6-
<PAGE>   10
person shall not be counted more than once in determining whether or not a
quorum is present. Any director may, upon notice to the Secretary, remove or
replace his or her alternate with or without cause.

      (2) An Alternate Director shall be entitled to receive notice of all
meetings of the Board and to attend and vote at any such meeting at which a
Director for whom such Alternate Director was appointed in the alternative is
not personally present and generally to perform at such meeting all the
functions of such Director for whom such Alternate Director was appointed.

      (3) An Alternate Director shall cease to be such if the Director for whom
such Alternate Director was appointed ceases for any reason to be a Director but
may be re-appointed by the Board as alternate to the person appointed to fill
the vacancy in accordance with these Bye-laws.

14.   REMOVAL OF DIRECTORS

      (1) Subject to any provision to the contrary in these Bye-laws, the
Members may, at any special general meeting convened for that purpose and held
in accordance with these Bye-laws, remove any Director provided that the notice
of any such meeting convened for the purpose of removing a Director shall
contain a statement of the intention so to do and be served on such Director not
less than 14 days before the meeting and at such meeting such Director shall be
entitled to be heard on the motion for such Director's removal.

      (2) A vacancy on the Board created by the removal of a Director under the
provisions of subparagraph (1) of this Bye-law may be filled by the Members at
the meeting at which such Director is removed. A Director so appointed shall
hold office until the next annual general meeting or until such Director's
successor is elected or appointed or such Director's office is otherwise vacated
and, in the absence of such election or appointment, the Board may fill any such
vacancy in accordance with Bye-law 15.

15.   VACANCIES ON THE BOARD

      (1) The Board shall have the power from time to time and at any time to
appoint any person as a Director to fill a vacancy on the Board occurring as the
result of the death, disability, disqualification or resignation of any Director
or if such Director's office is otherwise vacated. A Director so appointed by
the Board shall hold office until the next succeeding annual general meeting, at
which the Members vote on the election of such Director for the balance of the
term of such vacant Board position, or until such Director's successor is
elected or appointed or such Director's office is otherwise vacated.

      (2) The Board may act notwithstanding any vacancy in its number but, if
and so long as its number is reduced below the number fixed by these Bye-laws,
or such greater number as may have been determined by the Members, as the quorum
necessary for the transaction of business at meetings of the Board, the
continuing Directors or Director may act only for the purpose of (i) summoning a
general meeting of the Company or (ii) preserving the assets of the Company.

      (3) The office of Director shall be vacated if the Director:

        (a)     is removed from office pursuant to these Bye-laws or is
                prohibited from being a Director by law;

        (b)     is or becomes bankrupt or makes any arrangement or composition
                with his creditors generally;

        (c)     is or becomes of unsound mind or dies;

        (d)     resigns his or her office by notice in writing to the Company.



                                      -7-
<PAGE>   11
16.   NOTICE OF MEETINGS OF THE BOARD

      (1) The Chairman or Deputy Chairman, or any two (2) Directors may, and the
Secretary on the requisition of the Chairman or Deputy Chairman, or any two (2)
Directors shall, at any time summon a meeting of the Board by at least three (3)
Business Days' notice to each Director and Alternate Director, unless such
Director or Alternate Director consents to shorter notice.

      (2) Notice of a meeting of the Board shall specify the general nature of
the business to be considered at such meeting and shall be deemed to be duly
given to a Director if it is given to such Director in person or otherwise
communicated or sent to such Director by registered mail, courier service,
cable, telex, telecopier, facsimile or other mode of representing words in a
legible and non-transitory form at such Director's last known address or any
other address given by such Director to the Company for this purpose. If such
notice is sent by next-day courier, cable, telex, telecopier or facsimile, it
shall be deemed to have been given the Business Day following the sending
thereof and, if by registered mail, three (3) Business Days following the
sending thereof.

      (3) Meetings of the Directors may be held within or outside of Bermuda.

17.   QUORUM AT MEETINGS OF THE BOARD

      The quorum necessary for the transaction of business at a meeting of the
Board shall be a majority of the Directors then in office, present in person or
represented by proxy.

18.   MEETINGS OF THE BOARD

      (1) The Board may meet for the transaction of business, adjourn and
otherwise regulate its meetings as it sees fit.

      (2) Directors may participate in any meeting of the Board by means of such
telephone, electronic or other communication facilities as permit all persons
participating in the meeting to communicate with each other simultaneously and
instantaneously, and participation in such a meeting shall constitute presence
in person at such meeting.

      (3) A resolution put to the vote at a duly constituted meeting of the
Board at which a quorum is present and acting throughout shall be carried by the
affirmative votes of a majority of the votes cast and in the case of an equality
of votes, the resolution shall fail.

19.   UNANIMOUS WRITTEN RESOLUTIONS

      A resolution in writing signed by all the Directors which may be in
counterparts, shall be as valid as if it had been passed at a meeting of the
Board duly called and constituted, such resolution to be effective on the date
on which the last Director signs the resolution. For the purposes of this
Bye-law only, "Director" shall not include an Alternate Director.

20.   CONTRACTS AND DISCLOSURE OF DIRECTORS' INTERESTS

      (1) Any Director, or any Director's firm, partner or any company with whom
any Director is associated, may act in a professional capacity for the Company
and such Director or such Director's firm, partner or such company shall be
entitled to remuneration for professional services as if such Director were not
a Director, provided that nothing herein contained shall authorise a Director or
Director's firm, partner or such company to act as Auditor of the Company.

      (2) A Director who is directly or indirectly interested in a contract or
proposed contract or arrangement with the Company shall declare the nature of
such interest as required by the Act.



                                      -8-
<PAGE>   12
      (3) Following a declaration being made pursuant to this Bye-law, and
unless disqualified by the chairman of the relevant Board meeting, a Director
may vote in respect of any contract or proposed contract or arrangement in which
such Director is interested and may be counted in the quorum at such meeting.

21.   REMUNERATION OF DIRECTORS

      (1) The remuneration, (if any) of the Directors shall be determined by the
Board of Directors of the Company and shall be deemed to accrue from day to day.
The Directors may also be paid all travel, hotel and other expenses properly
incurred by them in attending and returning from meetings of the Board, any
committee appointed by the Board, general meetings of the Company, or in
connection with the business of the Company or their duties as Directors
generally.

      (2) A Director may hold any other office or place of profit under the
Company (other than the office of Auditor) in conjunction with his office of
Director for such period and on such terms as to remuneration and otherwise as
the Directors may determine.

22.   OTHER INTERESTS OF DIRECTORS

      A Director may be or become a director or other officer of or otherwise
interested in any company promoted by the Company or in which the Company may be
interested as member or otherwise, and no such Director shall be accountable to
the Company for any remuneration or other benefits received by him as a director
or officer of, or from his interest in, such other company. The Board may also
cause the voting power conferred by the shares in any other company held or
owned by the Company to be exercised in such manner in all respects as the Board
thinks fit, including the exercise thereof in favour of any resolution
appointing the Directors or any of them to be directors or officers of such
other company, or voting or providing for the payment of remuneration to the
directors or officers of such other company.


                                   COMMITTEES

23.   POWER TO DELEGATE TO A COMMITTEE

      Subject to the Act, the Board may delegate any of its powers to a
committee appointed by the Board which may consist partly or entirely of
non-Directors, and every such committee shall conform to such directions as the
Board shall impose on them.


                                    OFFICERS

24.   OFFICERS OF THE COMPANY

      The Officers of the Company shall consist of a Chief Executive Officer, a
Chairman, a Deputy Chairman, a Secretary and such additional Officers as the
Board may from time to time determine all of whom shall be deemed to be Officers
for the purposes of these Bye-laws.

25.   APPOINTMENT OF OFFICERS

      (1) The Board shall, as soon as possible after each annual general meeting
elect one of its number to be Chairman of the Company and another of its number
to be Deputy Chairman.

      (2) The Secretary, the Chief Executive Officer and any additional Officers
shall be appointed by the Board from time to time.




                                      -9-
<PAGE>   13
26.   REMUNERATION OF OFFICERS

      The Officers shall receive such remuneration as the Board may from time to
time determine.

27.   DUTIES OF OFFICERS

      The Officers shall have such powers and perform such duties in the
management, business and affairs of the Company as may be delegated to them by
the Board from time to time.

28.   CHAIRMAN OF MEETINGS

      The Chairman shall act as chairman at all meetings of the Members and of
the Board at which such person is present. In his absence the Deputy Chairman,
if present, shall act as chairman and in the absence of both of them a chairman
shall be appointed or elected by those present at the meeting and entitled to
vote.

29.   REGISTER OF DIRECTORS AND OFFICERS

      (1) The Board shall cause to be kept in one or more books at its
registered office a Register of Directors and Officers and shall enter therein
the following particulars with respect to each Director and the Chairman, Deputy
Chairman, provided each such person is a Director, and the Chief Executive
Officer and Secretary, that is to say:

        (a)   first name and surname; and

        (b)   address.

      (2) The Board shall, within the period of fourteen days from the
occurrence of

        (a)     any change among its Directors and in the Chairman, Deputy
                Chairman, Chief Executive Officer or Secretary; or

        (b)     any change in the particulars contained in the Register of
                Directors and Officers, cause to be entered on the Register of
                Directors and Officers the particulars of such change and the
                date on which such change occurred.

      (3) The Register of Directors and Officers shall be open to inspection at
the office of the Company on every Business Day, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours in each
Business Day be allowed for such inspection.


                                     MINUTES

30.   OBLIGATIONS OF BOARD TO KEEP MINUTES

      The Board shall cause minutes to be duly entered in books provided for
the purpose:-

        (a)     of all elections and appointments of Officers;

        (b)     of the names of the Directors present at each meeting of the
                Board and of any committee appointed by the Board; and

        (c)     of all resolutions and proceedings of general meetings of the
                Members, meetings of the Board, meetings of managers and
                meetings of committees appointed by the Board.



                                      -10-
<PAGE>   14
                                    INDEMNITY

31.   INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

        (a)     The Directors, Secretary and other Officers for the time being
of the Company and the liquidator or trustees (if any) for the time being acting
in relation to any of the affairs of the Company and every one of them, and
their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Company from and against all actions, costs,
charges, losses, damages and expenses which they or any of them, their heirs,
executors or administrators, shall or may incur or sustain by or by reason of
any act done, concurred in or omitted in or about the execution of their duty,
or supposed duty, or in their respective offices or trusts, including without
limitation any acts taken with regard to subsidiaries of the Company, and none
of them shall be answerable for the acts, receipts, neglects or defaults of the
others of them or for joining in any receipts for the sake of conformity, or for
the acts of or the solvency or honesty of any bankers or other persons with whom
any moneys or effects belonging to the Company shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security
upon which any moneys of or belonging to the Company shall be placed out on or
invested, or for any other loss, misfortune or damage which may happen in the
execution of their respective offices or trusts, or in relation thereto,
PROVIDED THAT this indemnity shall not extend to any matter in respect of any
fraud or dishonesty which may attach to any of said persons.

        (b)     Any person claiming indemnification within the scope of Bye-law
31(a) shall be entitled to advances from the Company for payment of the expenses
of defending actions against such person in the manner and to the full extent
permissible under Bermuda law, provided that should he be found guilty of a
criminal or other offence for which he cannot by law be indemnified he shall
reimburse the Company the funds advanced.

        (c)     On the request of any person requesting indemnification under
Bye-law 31(a), the Board or a committee thereof shall determine whether such
indemnification is permissible or such determination shall be made by
independent legal counsel if the Board or committee so directs or if the Board
or committee is not empowered by statute to make such determination.

        (d)     No amendment or repeal of any provision of this Bye-law 31 shall
alter, to the detriment of such person, the right of such person to the
advancement of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment, repeal or termination.

32.   WAIVER OF CLAIM BY MEMBER

      Each Member agrees to waive any claim or right of action such Member might
have, whether individually or by or in the right of the Company, against any
Director or Officer on account of any action taken by such Director or Officer,
or the failure of such Director or Officer to take any action in the performance
of his duties with or for the Company, PROVIDED THAT such waiver shall not
extend to any matter in respect of any fraud or dishonesty which may attach to
such Director or Officer.


                                    MEETINGS

33.   NOTICE OF ANNUAL GENERAL MEETING

      The annual general meeting of the Company shall be held in each year at
such time and place as the Chairman or any two Directors or any Director and the
Secretary or the Board shall appoint. At least ten days' written notice of such
meeting shall be given to each Member stating the date, place and time at which
the meeting is to be held, that the election of Directors will take place
thereat, and as far as practicable, the other business to be conducted at the
meeting.




                                      -11-
<PAGE>   15
34.   NOTICE OF SPECIAL GENERAL MEETING

      The Chairman or any two Directors or any Director and the Secretary or the
Board may convene a special general meeting of the Company whenever in their
judgment such a meeting is necessary, upon not less than ten days' written
notice which shall state the time, place and the general nature of the business
to be considered at the meeting.

35.   ACCIDENTAL OMISSION OF NOTICE OF GENERAL MEETING

      The accidental omission to give notice of a general meeting to, or the
non-receipt of notice of a general meeting by, any person entitled to receive
notice shall not invalidate the proceedings at that meeting.

36.   MEETING CALLED ON REQUISITION OF MEMBERS

      Notwithstanding anything herein, the Board shall, on the requisition of
Members holding at the date of the deposit of the requisition not less than
one-tenth of such of the paid-up share capital of the Company as at the date of
the deposit carries the right to vote at general meetings of the Company,
forthwith proceed to convene a special general meeting of the Company and the
provisions of section 74 of the Act shall apply.

37.   SHORT NOTICE

      A general meeting of the Company shall, notwithstanding that it is called
by shorter notice than that specified in these Bye-laws, be deemed to have been
properly called if it is so agreed by (i) all the Members entitled to attend and
vote thereat in the case of an annual general meeting; and (ii) by a majority in
number of the Members having the right to attend and vote at the meeting, being
a majority together holding not less than 95% in nominal value of the shares
giving a right to attend and vote thereat in the case of a special general
meeting.

38.   POSTPONEMENT OF MEETINGS

      The Board may postpone any general meeting called in accordance with the
provisions of these Bye-laws (other than a meeting requisitioned under Bye-law
36) provided that notice of postponement is given to each Member before the time
for such meeting. Fresh notice of the date, time and place for the postponed
meeting shall be given to each Member in accordance with the provisions of these
Bye-laws.

39.   QUORUM FOR GENERAL MEETING

      At any general meeting of the Company two or more persons present in
person and representing in person or by proxy in excess of 50% (on an Unadjusted
Basis) of the total issued and outstanding Common Shares throughout the meeting
shall form a quorum for the transaction of business; provided, that if the
Company shall at any time have only one Member, one Member present in person or
by proxy shall constitute a quorum. If within half an hour from the time
appointed for the meeting a quorum is not present, the meeting shall stand
adjourned to the same day two (2) weeks later, at the same time and place or to
such other day, time or place as the Chairman (if there be one) or failing him
the Deputy Chairman or any Director in attendance may determine. Unless the
meeting is adjourned to a specific date and time, fresh notice of the date, time
and place for the adjourned meeting shall be given to each Member in accordance
with the provisions of these Bye-laws.

40.   ADJOURNMENT OF MEETINGS

      The chairman of a general meeting may, with or without the consent of the
Members at any general meeting at which a quorum is present (and shall if so
directed), adjourn the meeting. Unless the meeting is adjourned to a specific
date and time, fresh notice of the date, time and place for the resumption of
the adjourned meeting shall be given to each Member in accordance with the
provisions of these Bye-laws.



                                      -12-
<PAGE>   16
41.   ATTENDANCE AT MEETINGS

      Unless the Board determines otherwise, Members may participate in any
general meeting by means of such telephone, electronic or other communication
facilities as permit all persons participating in the meeting to communicate
with each other simultaneously and instantaneously, and participation in such a
meeting shall constitute presence in person at such meeting.

42.   WRITTEN RESOLUTIONS

      (1) Subject to subparagraph (6), anything which may be done by resolution
of the Company in general meeting or by resolution of a meeting of any class of
the Members of the Company, may, without a meeting and without any previous
notice being required, be done by resolution in writing signed by, or, in the
case of a Member that is a corporation whether or not a company within the
meaning of the Act, on behalf of, all the Members who at the date of the
resolution would be entitled to attend the meeting and vote on the resolution.

      (2) A resolution in writing may be signed by, or, in the case of a Member
that is a corporation whether or not a company within the meaning of the Act, on
behalf of, all the Members, or any class thereof, in as many counterparts as may
be necessary.

      (3) For the purposes of this Bye-law, the date of the resolution is the
date when the resolution is signed by, or, in the case of a Member that is a
corporation whether or not a company within the meaning of the Act, on behalf
of, the last Member to sign and any reference in any Bye-law to the date of
passing of a resolution is, in relation to a resolution made in accordance with
this Bye-law, a reference to such date.

      (4) A resolution in writing made in accordance with this Bye-law is as
valid as if it had been passed by the Company in general meeting or by a meeting
of the relevant class of Members, as the case may be, and any reference in any
Bye-law to a meeting at which a resolution is passed or to Members voting in
favour of a resolution shall be construed accordingly.

      (5) A resolution in writing made in accordance with this Bye-law shall
constitute minutes for the purposes of sections 81 and 82 of the Act.

      (6) This Bye-law shall not apply to:

        (a)     a resolution passed pursuant to section 89(5) of the Act; or

        (b)     a resolution passed for the purpose of removing a Director
                before the expiration of his term of office under these
                Bye-laws.

43.   ATTENDANCE OF DIRECTORS

      The Directors of the Company shall be entitled to receive notice of and to
attend and be heard at any general meeting.

44.   VOTING AT MEETINGS

      Subject to the provisions of the Act and these Bye-laws, any question
proposed for the consideration of the Members at any general meeting, including
but not limited to the approval of an amalgamation pursuant to Section 104 of
the Act, shall be decided by the affirmative votes of a majority of the votes
cast in accordance with the provisions of these Bye-laws and in the case of an
equality of votes the resolution shall fail.




                                      -13-
<PAGE>   17
45.   VOTING ON SHOW OF HANDS

      At any general meeting a resolution put to the vote of the meeting shall,
in the first instance, be voted upon by a show of hands and, subject to any
rights or restrictions for the time being lawfully attached to any class of
shares and subject to the provisions of these Bye-laws, every Member present in
person and every person holding a valid proxy at such meeting shall be entitled
to one vote and shall cast such vote by raising his or her hand.

46.   DECISION OF CHAIRMAN

      At any general meeting a declaration by the chairman of the meeting that a
question proposed for consideration has, on a show of hands, been carried, or
carried unanimously, or by a particular majority, or lost, or an entry to that
effect in a book containing the minutes of the proceedings of the Company shall,
subject to the provisions of these Bye-laws, be conclusive evidence of that
fact.

47.   DEMAND FOR A POLL

      (1) Notwithstanding the provisions of the immediately preceding two
Bye-laws, at any general meeting of the Company, in respect of any question
proposed for the consideration of the Members (whether before or on the
declaration of the result of a show of hands as provided for in these Bye-laws),
a poll may be demanded by any of the following persons: -

        (a)     the chairman of such meeting; or

        (b)     at least two Members present in person or represented by proxy;
                or

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

        (d)     any Member or Members present in person or represented by proxy
                holding Common Shares on which an aggregate sum has been paid up
                equal to not less than one-tenth of the total sum paid up on all
                Common Shares.

      (2) Where, in accordance with the provisions of paragraph (1) of this
Bye-law, a poll is demanded, subject to any rights or restrictions for the time
being lawfully attached to any class of shares, including any limitation on the
voting power of any Controlled Shares pursuant to Bye-law 52, every Person
present at such meeting shall have one vote for each share of which such Person
is the holder or for which such person holds a proxy and such vote shall be
counted in the manner set out in paragraph (4) of this Bye-law or in the case of
a general meeting at which one or more Members are present by telephone in such
manner as the chairman of the meeting may direct and the result of such poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded and shall replace any previous resolution upon the same matter which
has been the subject of a show of hands.

      (3) A poll demanded in accordance with the provisions of paragraph (1) of
this Bye-law, for the purpose of electing a chairman or on a question of
adjournment, shall be taken forthwith and a poll demanded on any other question
shall be taken in such manner and at such time and place as the chairman may
direct and any business other than that upon which a poll has been demanded may
be proceeded with pending the taking of the poll.

      (4) Where a vote is taken by poll each person present and entitled to vote
shall be furnished with a ballot paper on which such person shall record his or
her vote in such manner as shall be determined at the meeting having regard to
the nature of the question on which the vote is taken, and each ballot paper
shall be signed or initialled or otherwise marked so as to identify the voter
and the registered holder in the case of a proxy. At the conclusion of the poll
the ballot papers shall be examined and counted by a committee of not less than
two Members






                                      -14-
<PAGE>   18
or proxy holders appointed by the chairman for the purpose and the result of the
poll shall be declared by the chairman.

48.   SENIORITY OF JOINT HOLDERS VOTING

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

49.   INSTRUMENT OF PROXY

      The instrument appointing a proxy shall be in writing in the form, or as
near thereto as circumstances admit, a Form "A" in the Schedule hereto, under
the hand of the appointor or of his attorney duly authorised in writing, or if
the appointor is a corporation, either under its seal, or under the hand of a
duly authorised officer or attorney. The decision of the chairman of any general
meeting as to the validity of any instrument of proxy shall be final.

50.   REPRESENTATION OF CORPORATIONS AT MEETINGS

      A corporation which is a Member may by written instrument authorise such
person as it thinks fit to act as its representative at any meeting of the
Members and the person so authorised shall be entitled to exercise the same
powers on behalf of the corporation which such person represents as that
corporation could exercise if it were an individual Member. Notwithstanding the
foregoing, the chairman of the meeting may accept such assurances as he or she
thinks fit as to the right of any person to attend and vote at general meetings
on behalf of a corporation which is a Member.


                            SHARE CAPITAL AND SHARES

51.   RIGHTS OF SHARES

      (1) The share capital of the Company shall initially be divided into two
classes of shares consisting of (i) 100,000,000 Common Shares and (ii)
50,000,000 Preferred Shares.

      (2) The holders of Common Shares shall, subject to the provisions of these
Bye-laws:

        (a)     be entitled to one vote per Common Share or, in the case of
                Controlled Shares, if applicable, a fraction of a vote per
                Controlled Share as determined pursuant to Bye-law 52;

        (b)     be entitled to such dividends as the Board may from time to time
                declare;

        (c)     in the event of a liquidation, winding-up or dissolution of the
                Company, whether voluntary or involuntary or for the purpose of
                a reorganisation or otherwise or upon any distribution of
                capital, be entitled to share equally and ratably in the assets
                of the Company, if any, remaining after the payment of all debts
                and liabilities of the Company and the liquidation preference of
                any outstanding Preferred Shares; and

        (d)     generally be entitled to enjoy all of the rights attaching to
                shares.

      (3) The Board is authorised, subject to limitations prescribed by law, to
issue the Preferred Shares in series, to establish from time to time the number
of Preferred Shares to be included in each such series, and to fix the
designation, powers, preferences and rights to the Preferred Shares of each such
series and the qualifications, limitations or restrictions thereof. The terms of
any series of Preferred Shares shall be set forth in a Certificate of
Designation in the minutes of the Board.



                                      -15-
<PAGE>   19
      The authority of the Board with respect to each series of Preferred Shares
shall include, but not be limited to, determination of the following:

        (a)     the number of Preferred Shares constituting that series and the
                distinctive designation of that series;

        (b)     the rate of dividend, and whether (and if so, on what terms and
                conditions) dividends shall be cumulative (and if so, whether
                unpaid dividends shall compound or accrue interest) or shall be
                payable in preference or in any other relation to the dividends
                payable on any other class or classes of shares or any other
                series of the Preferred Shares;

        (c)     whether that series shall have voting rights in addition to the
                voting rights provided by law and, if so, the terms and extent
                of such voting rights, provided that if the Preferred Shares
                shall have voting rights, such Preferred Shares shall be
                included in the number of Controlled Shares held by any Person;

        (d)     the par value of the Preferred Shares;

        (e)     whether the Preferred Shares may be redeemed and, if so, the
                terms and conditions on which they may be redeemed (including,
                without limitation, the dates upon or after which they may be
                redeemed and the price or prices at which they may be redeemed,
                which price or prices may be different in different
                circumstances or at different redemption dates);

        (f)     whether the Preferred Shares shall be issued with the privilege
                of conversion or exchange and, if so, the terms and conditions
                of such conversion or exchange (including, without limitation
                the price or prices or the rate or rates of conversion or
                exchange or any terms for adjustment thereof);

        (g)     the amounts, if any, payable upon the Preferred Shares in the
                event of voluntary liquidation, dissolution or winding up of the
                Company in preference of shares of any other class or series and
                whether the Preferred Shares shall be entitled to participate
                generally in distributions on the Common Shares under such
                circumstances;

        (h)     the amounts, if any, payable upon the Preferred Shares in the
                event of involuntary liquidation, dissolution or winding up of
                the Company in preference of shares of any other class or series
                and whether the Preferred Shares shall be entitled to
                participate generally in distributions on the Common Shares
                under such circumstances;

        (i)     sinking fund provisions, if any, for the redemption or purchase
                of the Preferred Shares (the term "sinking fund" being
                understood to include any similar fund, however designated); and

        (j)     any other relative rights, preferences, limitations and powers
                of that series.

52.   LIMITATION ON VOTING RIGHTS OF CONTROLLED SHARES

      (1) Subject to any rights or restrictions for the time being attached to
any class or classes of shares, on a poll at a general meeting every Member of
record present in person or by proxy shall have one vote for each Common Share
and such voting rights, if any, for each Preferred Share registered in his name
in the register; provided, however, that, subject to the following provisions of
this Bye-law 52:

        (a)     If and for so long as the number of issued Controlled Shares of
                any United States Person would constitute ten percent (10%) or
                more of the total combined voting rights attaching to the issued
                shares of the Company (calculated after giving effect to any
                prior reduction in voting rights attaching to Controlled Shares
                of other Persons as provided in this Bye-law 52), each such
                issued





                                      -16-
<PAGE>   20
                Controlled Share, regardless of the identity of the registered
                holder thereof, shall confer only a fraction of a vote as
                determined by the following formula (the "U.S. Formula"):

                          (T - C) Divided By (9.1 x C)

      Where:    "T" is the aggregate number of votes conferred by all the issued
                shares immediately prior to that application of the U.S. Formula
                with respect to any particular Member, adjusted to take into
                account any prior reduction taken with respect to any other
                Member pursuant to Bye-law 52(4) as at the same date;

                "C" is the number of issued Controlled Shares attributable to
                such United States Person.


        (b)     If and for so long as the number of issued Controlled Shares of
                any Person, other than a United States Person, would constitute
                seventeen percent (17%) or more of the total combined voting
                rights attaching to the issued shares of the Company (calculated
                after giving effect to any prior reduction in voting rights
                attaching to Controlled Shares of other Persons as provided in
                this Bye-law 52), each such issued Controlled Share, regardless
                of the identity of the registered holder thereof, shall confer
                only a fraction of a vote as determined by the following formula
                (the "Non-U.S. Formula" and, together with the U.S. Formula, the
                "Formulas"):


                          (T - C) Divided By (4.9 x C)

      Where:    "T" is the aggregate number of votes conferred by all the issued
                shares immediately prior to that application of the Non-U.S.
                Formula with respect to any particular Member, adjusted to take
                into account any prior reduction taken with respect to any other
                Member pursuant to Bye-law 52(4) as at the same date;

                "C" is the number of issued Controlled Shares attributable to
                such non-United States Person.

      (2) The Directors may, by notice in writing, require any Member to provide
within not less than ten (10) Business Days, complete and accurate information
to the registered office or such other place as the Directors may designate in
respect of any or all of the following matters:

        (a)     the number of shares in which such Member is legally or
                beneficially interested;

        (b)     the Persons who are beneficially interested in shares in respect
                of which such Member is the registered holder;

        (c)     the relationship, association or affiliation of such Member with
                any other Member or Person whether by means of common control or
                ownership or otherwise; or

        (d)     any other facts or matters which the Directors may consider
                relevant to the determination of the number of Controlled Shares
                attributable to any Person.

      (3) If any Member does not respond to any notice given pursuant to Bye-law
52(2) above within the time specified therein or the Directors shall have reason
to believe that any information provided in relation thereto is incomplete or
inaccurate, the Directors may determine that the votes attaching to any Common
Shares registered in the name of such Member shall be disregarded for all
purposes until such time as a response (or additional response) to such notice
reasonably satisfactory to the Directors has been received as specified therein.

      (4) The Formulas shall be applied successively as many times as may be
necessary to ensure that no Person shall be a Proscribed Shareholder at any
time. For the purposes of determining the votes exercisable by





                                      -17-
<PAGE>   21
Members as at any date, the relevant Formula shall be applied to the shares of
each Member in declining order based on the respective numbers of total
Controlled Shares attributable to each Member. Thus, the Formulas will be
applied first to the votes of shares held by the Member to whom the largest
number of total Controlled Shares is attributable and thereafter sequentially
with respect to the Member with the next largest number of total Controlled
Shares. In each case, calculations are made on the basis of the aggregate number
of votes conferred by the issued Common Shares as of such date, as reduced by
the application of the relevant Formula to any issued Common Shares of any
Member with a larger number of total Controlled Shares as of such date.

      (5) Notwithstanding the provisions of paragraphs (1) and (2) of this
Bye-law 52 above, having applied the provisions thereof as best as they consider
reasonably practicable, the Directors may make such final adjustments to the
aggregate number of votes attaching to the Controlled Shares of any Member that
they consider fair and reasonable in all the circumstances to ensure that no
Person shall be a Proscribed Shareholder at any time.

      (6) Notwithstanding anything in these Bye-laws, this bye-law shall not
apply for so long as the Company shall have only one Member.

53.   POWER TO ISSUE SHARES

      (1) Subject to the provisions of these Bye-laws and to any rights
attaching to issued shares of the Company, the unissued shares of the Company
(whether forming part of the original share capital or any increased share
capital) shall be at the disposal of the Board, which may issue, offer, allot,
exchange or otherwise dispose of shares or options, warrants or other rights to
purchase shares or securities convertible into or exchangeable for shares
(including any employee benefit plan providing for the issuance of shares or
options or rights in respect thereof), at such times, for such consideration and
on such terms and conditions as it may determine (including, without limitation,
such preferred or other special rights or restrictions with respect to dividend,
voting, liquidation or other rights of the shares as may be determined by the
Board).

      (2) Notwithstanding the foregoing provisions of this Bye-law, the Company
shall not issue any shares in a manner that the Board believes would cause, by
reason of such issuance, any Person to become a Proscribed Shareholder.

      Notwithstanding the foregoing provisions of this Bye-law, the restrictions
of this Bye-law 53(2) shall not apply to any issuance of shares to a person
acting as an underwriter in the ordinary course of its business, purchasing such
shares pursuant to a purchase agreement to which the Company is a party, for
resale.

      (3) The Board shall, in connection with the issue of any share, have the
power to pay such commission and brokerage as may be permitted by law.

      (4) The Company shall not give, whether directly or indirectly, whether by
means of loan, guarantee, provision of security or otherwise, any financial
assistance for the purpose of or in connection with a purchase or subscription
made or to be made by any person of or for any shares in the Company, but
nothing in this Bye-law shall prohibit transactions permitted pursuant to
Sections 39A, 39B, and 39C of the Act.

54.   VARIATION OF RIGHTS AND ALTERATION OF SHARE CAPITAL

      (1) While the share capital is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms of
issue of the shares of that class) may, whether or not the Company is being
wound-up, be varied with the consent in writing of the holders of three-fourths
of the issued shares of that class or with the sanction of a resolution passed
by a majority of the votes cast at a separate general meeting of the holders of
the shares of the class in accordance with Section 47(7) of the Act. The rights
conferred upon the holders of the shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of
issue of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.




                                      -18-
<PAGE>   22
      (2) The Company may from time to time by resolution of the Members change
the currency denomination of, increase, alter or reduce its share capital in
accordance with the provisions of Sections 45 and 46 of the Act. Where, on any
alteration of share capital, fractions of shares or some other difficulty would
arise, the Board may deal with or resolve the same in such manner as it thinks
fit including, without limiting the generality of the foregoing, the issue to
Members, as appropriate, of fractions of shares and/or arranging for the sale or
transfer of the fractions of shares of Members.

55.   REGISTERED HOLDER OF SHARES

      (1) The Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly shall not be bound to
recognise any equitable or other claim to, or interest in, such share on the
part of any other person.

      (2) Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or draft sent through the post directed to the
Member at such Member's address in the Register of Members or, in the case of
joint holders, to such address of the holder first named in the Register of
Members, or to such person and to such address as the holder or joint holders
may in writing direct. If two or more persons are registered as joint holders of
any shares any one can give an effectual receipt for any dividend paid in
respect of such shares.

56.   DEATH OF A JOINT HOLDER

      Where two or more persons are registered as joint holders of a share or
shares then in the event of the death of any joint holder or holders the
remaining joint holder or holders shall be absolutely entitled to the said share
or shares and the Company shall recognise no claim in respect of the estate of
any joint holder except in the case of the last survivor of such joint holders.

57.   SHARE CERTIFICATES

      (1) Every Member shall be entitled to a certificate under the seal of the
Company (or a facsimile thereof) specifying the number and, where appropriate,
the class of shares held by such Member and whether the same are fully paid up
and, if not, how much has been paid thereon. The Board may by resolution
determine, either generally or in a particular case, that any or all signatures
on certificates may be printed thereon or affixed by mechanical means.

      (2) The Company shall be under no obligation to complete and deliver a
share certificate unless specifically called upon to do so by the person to whom
such shares have been allotted.

      (3) If any such certificate shall be proved to the satisfaction of the
Board to have been worn out, lost, mislaid or destroyed the Board may cause a
new certificate to be issued and request an indemnity for the lost certificate
if they see fit.

58.   CALLS ON SHARES

      The Board may from time to time make such calls as it thinks fit upon the
Members in respect of any monies unpaid on the shares allotted to or held by
such Members.


                               REGISTER OF MEMBERS

59.   CONTENTS OF REGISTER OF MEMBERS

      The Board shall cause to be kept in one or more books a Register of
Members and shall enter therein the following particulars:



                                      -19-
<PAGE>   23
        (a)     the name and address of each Member, the number and, where
                appropriate, the class of shares held by such Member and the
                amount paid or agreed to be considered as paid on such shares;

        (b)     the date on which each person was entered in the Register of
                Members;

        (c)     the date on which any person ceased to be a Member for one year
                after such person so ceased; and

        (d)     the country where such Member is resident.

60.   INSPECTION OF REGISTER OF MEMBERS

      The Register of Members shall be open to inspection at the registered
office of the Company on every Business Day, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours in each
business day be allowed for inspection. The Register of Members may, after
notice has been given by advertisement in an appointed newspaper to that effect,
be closed for any time or times not exceeding in the whole thirty days in each
year.

61.   RESERVED


                               TRANSFER OF SHARES

62.   INSTRUMENT OF TRANSFER

      (1) An instrument of transfer shall be in the form or as near thereto as
circumstances admit of Form "B" in the Schedule hereto or in such other common
form as the Board or any transfer agent appointed from time to time accepts.
Such instrument of transfer shall be signed by or on behalf of the transferor
and transferee provided that, in the case of a fully paid share, the Board may
accept the instrument signed by or on behalf of the transferor alone. The
transferor shall be deemed to remain the holder of such share until the same has
been transferred to the transferee in the Register of Members.

      (2) The Board may refuse to recognise any instrument of transfer unless it
is accompanied by the certificate in respect of the shares to which it relates
and by such other evidence as the Board may reasonably require to show the right
of the transferor to make the transfer.

63.   RESTRICTION ON TRANSFER

      (1) Subject to the Act, this Bye-law 63 and such other of the restrictions
contained in these Bye-laws and elsewhere as may be applicable, and except, in
the case of any shares other than the Common Shares, as may otherwise be
provided by the terms of issuance thereof, any Member may sell, assign, transfer
or otherwise dispose of shares of the Company at the time owned by it and, upon
receipt of a duly executed form of transfer in writing, the Directors shall
procure the timely registration of the same. If the Directors refuse to register
a transfer for any reason they shall notify the proposed transferor and
transferee within thirty days of such refusal.

      (2) Except with respect to transfers of the Company's shares executed on
the Nasdaq National Market, the Directors shall decline to register a transfer
of shares if the Directors have reason to believe that the effect of such
transfer would be to make any Person a Proscribed Shareholder, on an Unadjusted
Basis

      (3) Except with respect to transfers of the Company's shares executed on
the Nasdaq National Market, the Directors may, in their absolute and unfettered
discretion, decline to register the transfer of any shares if the Directors have
reason to believe (i) that such transfer may expose the Company, any subsidiary
thereof, any Member or any Person ceding insurance to the Company or any such
subsidiary to adverse tax or regulatory treatment in any jurisdiction or (ii)
that registration of such transfer under the Securities Act or under any blue
sky or other United States state securities laws or under the laws of any other
jurisdiction is required and such






                                      -20-
<PAGE>   24
registration has not been duly effected (provided, however, that in this case
(ii) the Directors shall be entitled to request and rely on an opinion of
counsel to the transferor or the transferee, in form and substance satisfactory
to the Directors, that no such approval or consent is required and no such
violation would occur, and the Directors shall not be obligated to register any
transfer absent the receipt of such an opinion).

      (4) Without limiting the foregoing, the Board shall decline to approve or
register a transfer of shares unless all applicable consents, authorisations,
permissions or approvals of any governmental body or agency in Bermuda, the
United States or any other applicable jurisdiction required to be obtained prior
to such transfer shall have been obtained.

      (5) The registration of transfers may be suspended at such time and for
such periods as the Directors may from time to time determine; PROVIDED that
such registration shall not be suspended for more than forty-five days in any
period of three hundred and sixty five (365) consecutive days.

      (6) The Directors may require any Member, or any Person proposing to
acquire shares of the Company, to certify or otherwise provide information in
writing as to such matters as the Directors may request for the purpose of
giving effect to Bye-laws 10(2), 10(3), 53(2), 63(2) and 63(3), including as to
such Person's status as a United States Person, its Controlled Shares and other
matters of the kind contemplated by Bye-law 52(2). Such request shall be made by
written notice and the certification or other information requested shall be
provided to such place and within such period (not less than ten (10) Business
Days after such notice is given unless the Directors and such Member or proposed
acquiror otherwise agree) as the Directors may designate in such request. If any
Member or proposed acquiror does not respond to any such request by the
Directors as requested, or if the Directors have reason to believe that any
certification or other information provided pursuant to any such request is
inaccurate or incomplete, the Directors may decline to register any transfer or
to effect any issuance or purchase of shares to which such request relates.

      (7) With respect to a transfer of the Company's shares executed on the
Nasdaq National Market, if the Directors have reason to believe that the effect
of such transfer would be to make any Person a Proscribed Shareholder, on an
Unadjusted Basis. The Directors may, in their absolute and unfettered
discretion, within ten business days of learning of such transfer, cause a
notice to be delivered to such Person demanding that such Person surrender to an
agent designated by the Directors certificates representing the shares and any
dividends or distributions that the Person has received as a result of owning
the shares. Such a Person who has resold the shares before receiving such notice
will be required to transfer to the agent the proceeds of the sale, to the
extent such proceeds exceed the amount that the transferee paid for the shares,
together with any dividends or distributions that the transferee received from
the Company. As soon as practicable after receiving the shares and any dividends
or distributions that the transferee received, the agent will use its best
efforts to sell such shares and any non-cash dividends or distributions in an
arm's-length transaction on the Nasdaq National Market. After applying the
proceeds from such sale toward reimbursing the transferee for the price paid for
the shares, the agent will pay any remaining proceeds and any cash dividends and
distributions to organizations described in Section 501(c)(3) of the United
States Internal Revenue Code of 1986, as amended, that the Directors designate.
The proceeds of any such sale by the Agent or the surrender of dividends or
distributions will not inure to the benefit of the Company or the agent, but
such amounts may be used to reimburse expenses incurred by the agent in
performing its duties.

      (8) With respect to a transfer of the Company's shares executed on the
Nasdaq National Market, if the Directors have reason to believe that such
transfer may expose the Company, any subsidiary thereof, any Member or any
Person ceding insurance to the Company or any such subsidiary to adverse tax or
regulatory treatment in any jurisdiction, the Directors may, in their absolute
and unfettered discretion, within ten business days of learning of such
transfer, cause a notice to be delivered to such person demanding that such
Person surrender to an agent designated by the directors certificates
representing the shares and any dividends or distributions that the Person has
received as a result of owning the shares. A Person who has resold the shares
before receiving such notice will be required to transfer to the agent the
proceeds of the sale, to the extent such proceeds exceed the amount that the
Person paid for the shares, together with any dividends or distributions that
the Person received from the Company. As soon as practicable after receiving the
shares and any dividends or distributions that the Person received, the agent
will use its best efforts to sell such shares and any non-cash dividends or
distributions in an arm's-length transaction on the Nasdaq National Market.





                                      -21-
<PAGE>   25
After applying the proceeds from such sale toward reimbursing the Person for the
price paid for the shares, the agent will pay any remaining proceeds and any
cash dividends and distributions to organizations described in Section 501(c)(3)
of the United States Internal Revenue Code of 1986, as amended, that the
Directors designate. The proceeds of any such sale by the agent or the surrender
of dividends or distributions will not inure to the benefit of the Company or
the agent, but such amounts may be used to reimburse expenses incurred by the
agent in performing its duties.

64.   TRANSFERS BY JOINT HOLDERS

      The joint holders of any share or shares may transfer such share or shares
to one or more of such joint holders, and the surviving holder or holders of any
share or shares previously held by them jointly with a deceased Member may
transfer any such share or shares to the executors or administrators of such
deceased Member.

65.   LIEN ON SHARES

      (1) The Company shall have a first and paramount lien and charge on all
shares (whether fully paid-up or not) registered in the name of a Member
(whether solely or jointly with others) for all debts, liabilities or
engagements to or with the Company (whether presently payable or not) by such
Member or his estate, either alone or jointly with any other Person, whether a
Member or not, but the Directors may at any time declare any share to be wholly
or in part exempt from the provisions of this Bye-law. The registration of a
transfer of any such share shall operate as a waiver of the Company's lien (if
any) thereon. The Company's lien (if any) on a share shall extend to all
dividends or other monies payable in respect thereof.

      (2) The Company may sell, in such manner as the Directors think fit, any
shares on which the Company has a lien, but no sale shall be made unless a sum
in respect of which the lien exists is then presently payable, nor until the
expiration of fourteen days after a notice in writing stating and demanding
payment of such part of the amount in respect of which the lien exists as is
presently payable, has been given to the relevant Member, or the Person, of
which the Company has notice, entitled thereto by reason of such Member's death
or bankruptcy. Effective upon such sale, any certificate representing such
shares prior to such sale shall become null and void, whether or not it was
actually delivered to the Company.

      (3) To give effect to any such sale the Directors may authorize some
Person to transfer the shares sold to the purchaser thereof. The purchaser shall
be registered as the holder of the shares comprised in any such transfer, and he
shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

      (4) The proceeds of such sale shall be received by the Company and applied
in payment of such part of the amount in respect of which the lien exists as is
presently payable and the residue, if any, shall (subject to a like lien for
sums not presently payable as existed upon the shares before the sale) be paid
to the Person entitled to the shares at the date of the sale.


                             TRANSMISSION OF SHARES

66.   REGISTRATION ON BANKRUPTCY

      Any person becoming entitled to a share in consequence of the bankruptcy
of any Member may be registered as a Member upon such evidence as the Board may
deem sufficient or may elect to nominate some person to be registered as a
transferee of such share, and in such case the person becoming entitled shall
execute in favour of such nominee an instrument of transfer in the form, or as
near thereto as circumstances admit, of Form "B" in the Schedule hereto or in
such other common form as the Board or any transfer agent appointed from time to
time accepts. On the presentation thereof to the Board, accompanied by such
evidence as the Board may require to prove the title of the transferor, the
transferee shall be registered as a Member but the Board shall, in either case,
have the same right to decline or suspend registration as it would have had in
the case of a transfer of the share by that Member before such Member's
bankruptcy.




                                      -22-
<PAGE>   26
                        DIVIDENDS AND OTHER DISTRIBUTIONS

67.   DECLARATION OF DIVIDENDS BY THE BOARD

      Subject to any rights or restrictions at the time lawfully attached to any
class of shares and subject to these Bye-laws, the Board may, in accordance with
Section 54 of the Act, declare a dividend to be paid to the Members, in
proportion to the number of shares held by them, and such dividend may be paid
in cash or wholly or partly in specie in which case the Board may fix the value
for distribution in specie of any assets.

68.   OTHER DISTRIBUTIONS

      The Board may declare and make such other distributions (in cash or in
specie) to the Members as may be lawfully made out of the assets of the Company.

69.   RESERVE FUND

      The Board may from time to time before declaring a dividend set aside, out
of the surplus or profits of the Company, such sum as it thinks proper as a
reserve fund to be used to meet contingencies or for equalising dividends or for
any other special purpose.

70.   DEDUCTION OF AMOUNTS DUE TO THE COMPANY

      The Board may deduct from the dividends or distributions payable to any
Member all monies due from such Member to the Company on account of calls or
otherwise.

71.   UNCLAIMED DIVIDENDS

      Any dividend unclaimed for a period of six (6) years from the date of
declaration of such dividend shall be forfeited and shall revert to the Company
and the payment by the Board of any unclaimed dividend, interest or other sum
payable on or in respect of the share into a separate account shall not
constitute the Company a trustee in respect thereof.

72.   INTEREST ON DIVIDEND

      No dividend or distribution shall bear interest against the Company.

73.   ISSUE OF BONUS SHARES

      Subject to Bye-law 53(2), the Board may resolve to capitalise any part of
the amount for the time being standing to the credit of any of the Company's
share premium or other reserve accounts or to the credit of the profit and loss
account or otherwise available for distribution by applying such sum in paying
up unissued shares to be allotted as fully paid bonus shares pro rata to the
Members.


                        ACCOUNTS AND FINANCIAL STATEMENTS

74.   RECORDS OF ACCOUNT

      The Board shall cause to be kept proper records of account with respect to
all transactions of the Company and in particular with respect to:



                                      -23-
<PAGE>   27
        (a)     all sums of money received and expended by the Company and the
                matters in respect of which the receipt and expenditure relates;

        (b)     all sales and purchases of goods by the Company; and

        (c)     the assets and liabilities of the Company.

      Such records of account shall be kept at the registered office of the
Company or, subject to Section 83 (2) of the Act, at such other place as the
Board thinks fit and shall be available for inspection by the Directors during
normal business hours.

75.   FINANCIAL YEAR END

      The financial year end of the Company may be determined by resolution of
the Board and failing such resolution shall be 31st December in each year.

76.   FINANCIAL STATEMENTS

      Subject to any rights to waive laying of accounts pursuant to Section 88
of the Act, financial statements as required by the Act shall be laid before the
Members in general meeting.


                                      AUDIT

77.   APPOINTMENT OF AUDITOR

      Subject to Section 88 of the Act, at the annual general meeting or at a
subsequent special general meeting in each year, an independent representative
of the Members shall be appointed by them as Auditor of the accounts of the
Company. Such Auditor may be a Member but no Director, Officer or employee of
the Company shall, during his or her continuance in office, be eligible to act
as an Auditor of the Company.

78.   REMUNERATION OF AUDITOR

      The remuneration of the Auditor shall be fixed by the Company in general
meeting or in such manner as the Members may determine.

79.   VACATION OF OFFICE OF AUDITOR

      If the office of Auditor becomes vacant by the resignation or death of the
Auditor, or by the Auditor becoming incapable of acting by reason of illness or
other disability at a time when the Auditor's services are required, the Board
shall, as soon as practicable, convene a special general meeting to fill the
vacancy thereby created.

80.   ACCESS TO BOOKS OF THE COMPANY

      The Auditor shall at all reasonable times have access to all books kept by
the Company and to all accounts and vouchers relating thereto, and the Auditor
may call on the Directors or Officers of the Company for any information in
their possession relating to the books or affairs of the Company.

81.   REPORT OF THE AUDITOR

      (1) Subject to any rights to waive laying of accounts or appointment of an
Auditor pursuant to Section 88 of the Act, the accounts of the Company shall be
audited at least once in every year.



                                      -24-
<PAGE>   28
      (2) The financial statements provided for by these Bye-laws shall be
audited by the Auditor in accordance with generally accepted auditing standards.
The Auditor shall make a written report thereon in accordance with generally
accepted auditing standards and the report of the Auditor shall be submitted to
the Members in general meeting.

      (3) The generally accepted auditing standards referred to in paragraph (2)
of this Bye-law shall be those of the United States of America and the financial
statements and the report of the Auditor shall disclose this fact.

82.   RECORD DATES

      Notwithstanding any other provision of these Bye-laws the Company or the
Directors may fix any date as the date for:

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

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


                                     NOTICES

83.   NOTICES TO MEMBERS OF THE COMPANY

      A notice may be given by the Company to any member either by delivering it
to such Member in person or by sending it to such Member's address in the
Register of Members or to such other address given for the purpose. For the
purposes of this Bye-law, a notice may be sent by mail, courier service, cable,
telex, telecopier, facsimile or other mode of representing words in a legible
and non-transitory form.

84.   NOTICES TO JOINT MEMBERS

      Any notice required to be given to a Member shall, with respect to any
shares held jointly by two or more persons, be given to whichever of such
persons is named first in the Register of Members and notice so given shall be
sufficient notice to all the holders of such shares.

85.   SERVICE AND DELIVERY OF NOTICE

      Any notice shall be deemed to have been served at the time when the same
would be delivered in the ordinary course of transmission and, in proving such
service, it shall be sufficient to prove that the notice was properly addressed
and prepaid, if posted, and the time when it was posted, delivered to the
courier or to the cable company or transmitted by telex, facsimile or other
method as the case may be.


                               SEAL OF THE COMPANY

86.   THE SEAL

      The seal of the Company shall be in such form as the Board may from time
to time determine. The Board may adopt one or more duplicate seals for use
outside Bermuda.




                                      -25-
<PAGE>   29
87.   MANNER IN WHICH SEAL IS TO BE AFFIXED

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

88.   DETERMINATION TO WIND UP COMPANY

      The Company may be wound up voluntarily by resolution of the Members.


                                   WINDING-UP

89.   WINDING-UP/DISTRIBUTION BY LIQUIDATOR

      If the Company shall be wound up the liquidator may, with the sanction of
a resolution of the Members, divide amongst the Members in specie or in kind the
whole or any part of the assets of the Company (whether they shall consist of
property of the same kind or not) and may, for such purpose, set such value as
he or she deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like sanction, vest
the whole or any part of such assets in trustees upon such trusts for the
benefit of the Members as the liquidator shall think fit, but so that no Member
shall be compelled to accept any shares or other securities or assets whereon
there is any liability.


                             ALTERATION OF BYE-LAWS

90.   ALTERATION OF BYE-LAWS

      No Bye-law shall be rescinded, altered or amended and no new Bye-law shall
be made until the same has been approved by a resolution of the Board and by a
resolution of the Members.




                                      -26-
<PAGE>   30
                         SCHEDULE - FORM A (BYE-LAW 49)

                                      PROXY


I/We

of

the holder(s) of share(s) in the above-named company hereby appoint
________________________ or failing him/her _______________________________ or
failing him/her ____________________________ as my/our proxy to vote on my/our
behalf at the general meeting of the Company to be held on the day of , 19 , and
at any adjournment thereof.

Dated this day of   , 19

*GIVEN under the seal of the Company
*Signed by the above-named




Witness

*Delete as applicable.





                                      -27-
<PAGE>   31
                                SCHEDULE - FORM B
                                  (BYE-LAW 62)

                          TRANSFER OF A SHARE OR SHARES

<TABLE>
<S>                                                            <C>
FOR VALUE RECEIVED .........................................             [amount]

 ............................................................         [transferor]

hereby sell assign and transfer unto........................         [transferee]

of..........................................................            [address]

 ............................................................   [number of shares]

shares of ..................................................    [name of Company]
</TABLE>




<TABLE>
<S>                                       <C>
Dated ....................

                                          ...........................
                                          (Transferor)

In the presence of:

 ..........................
(Witness)

                                          ............................
                                          (Transferree)

In the presence of:

 ..........................
(Witness)
</TABLE>




                                      -28-