##### 



Exhibit 3.2

RESTATED BYE-LAWS

OF

IPC HOLDINGS, LTD.

(As amended and restated by resolution of the Members adopted
on June 14, 2002)

TABLE OF CONTENTS

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





---



##### 



|        |  |                                                     |  |  |    | 
|------- |  | --------------------------------------------------- |  |  | -- | 
|Bye-Law |  | Page                                               
|        |  |                                                    
|44.     |  | Voting at meetings                                  |  |  | 25 | 
|45.     |  | Voting on show of hands                             |  |  | 25 | 
|46.     |  | Decision of chairman                                |  |  | 26 | 
|47.     |  | Demand for a poll                                   |  |  | 26 | 
|48.     |  | Seniority of joint holders voting                   |  |  | 28 | 
|49.     |  | Instrument of proxy                                 |  |  | 28 | 
|50.     |  | Representation of corporations at meetings          |  |  | 28 | 
|51.     |  | Rights of shares                                    |  |  | 29 | 
|52.     |  | Limitation on voting rights of Controlled Shares    |  |  | 31 | 
|53.     |  | Power to issue shares                               |  |  | 34 | 
|54.     |  | Variation of rights and alteration of share capital |  |  | 35 | 
|55.     |  | Registered holder of shares                         |  |  | 36 | 
|56.     |  | Death of a joint holder                             |  |  | 36 | 
|57.     |  | Share certificates                                  |  |  | 36 | 
|58.     |  | Calls on shares                                     |  |  | 37 | 
|59.     |  | Contents of Register of Members                     |  |  | 37 | 
|60.     |  | Inspection of Register of Members                   |  |  | 38 | 
|61.     |  | Determination of record dates                       |  |  | 38 | 
|62.     |  | Instrument of transfer                              |  |  | 38 | 
|63.     |  | Restriction on transfer                             |  |  | 39 | 
|64.     |  | Transfers by joint holders                          |  |  | 41 | 
|65.     |  | Lien on Shares                                      |  |  | 41 | 
|66.     |  | Registration on bankruptcy                          |  |  | 42 | 
|67.     |  | Declaration of dividends by the Board               |  |  | 42 | 
|68.     |  | Other distributions                                 |  |  | 43 | 
|69.     |  | Reserve fund                                        |  |  | 43 | 
|70.     |  | Deduction of amounts due to the Company             |  |  | 43 | 
|71.     |  | Unclaimed dividends                                 |  |  | 43 | 
|72.     |  | Interest on dividend                                |  |  | 44 | 
|73.     |  | Issue of bonus shares                               |  |  | 44 | 
|74.     |  | Records of account                                  |  |  | 44 | 
|75.     |  | Financial year end                                  |  |  | 45 | 
|76.     |  | Financial statements                                |  |  | 45 | 
|77.     |  | Appointment of Auditor                              |  |  | 45 | 
|78.     |  | Remuneration of Auditor                             |  |  | 45 | 
|79.     |  | Vacation of office of Auditor                       |  |  | 45 | 
|80.     |  | Access to books of the Company                      |  |  | 46 | 
|81.     |  | Report of the Auditor                               |  |  | 46 | 
|82.     |  | Notices to Members of the Company                   |  |  | 47 | 
|83.     |  | Notices to joint Members                            |  |  | 47 | 
|84.     |  | Service and delivery of notice                      |  |  | 47 | 
|85.     |  | The Seal                                            |  |  | 48 | 
|86.     |  | Manner in which seal is to be affixed               |  |  | 48 | 
|87.     |  | Determination to wind up Company                    |  |  | 48 | 
|88.     |  | Winding-up/distribution by liquidator               |  |  | 48 | 
|89.     |  | Alteration of Bye-laws                              |  |  | 49 | 





---



##### 



B Y E  L A W S

of

IPC 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 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)                                                                                                                                              | AIG Option means the option to purchase Common Shares granted
to American International Group, Inc., a Delaware Corporation, by the
Company pursuant to the Amended and Restated Option Agreement, dated
the effective date hereof, between the Company and American
International Group, Inc.;                                                                                                                                                                                                                         
|    | (e)                                                                                                                                              | AIG Person means any of American International Group, Inc., a
Delaware Corporation (and its successors) and its Affiliates;                                                                                                                                                                                                                                                                                                                                                                                             
|    | (f)                                                                                                                                              | Auditor includes any individual or partnership;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (g)                                                                                                                                              | 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;                                                                                                                                                                                                                                                                                
|    | (h)                                                                                                                                              | 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;                                                                                                                                                                                                                                                                                                       
|    | (i)                                                                                                                                              | 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;
|    | (j)                                                                                                                                              | Common Shares means the common shares, par value U.S.$0.01
per share, or the Company and includes a fraction of a Common Share;                                                                                                                                                                                                                                                                                                                                                                                         
|    | (k)                                                                                                                                              | Company means the company for which these Bye-laws are
approved and confirmed;                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (l)                                                                                                                                              | Controlled Shares of any Person means all Common Shares owned
by such Person, whether:                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                              | directly;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (ii)                                                                                                                                             | with respect to Persons who are U.S. 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (m)   | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (n)   | Director means a director of the Company and shall include an
Alternate Director;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (o)   | dividend includes a bonus or capitalization issue of shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (p)   | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (r)   | 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;
| | (s)   | Formula has the meaning ascribed thereto in Bye-law 52;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (t)   | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (u)   | notice means written notice as further defined in these
Bye-laws unless otherwise specifically stated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (v)   | Officer means any person appointed by the Board to hold an
office in the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (w)   | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (x)   | Preferred Shares means the preferred shares, par value
U.S.$0.01 per share, of the Company and includes a fraction of a
Preferred Share;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (y)   | Register of Directors and Officers means the Register of
Directors and Officers referred to in Bye-law 29;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (z)   | Register of Members means the Register of Members referred to
in Bye-law 59;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





---



##### 



|    |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (aa)                                                        | Secretary means the person appointed to perform any or all
the duties of secretary of the Company and includes any deputy or
assistant secretary;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (bb)                                                        | 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;                                                                 
|    | (cc)                                                        | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (dd)                                                        | 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 is owned, directly or indirectly, by such Person or
by one or more other subsidiaries, or any such Person and one or more
other subsidiaries;                                                                                                                                                                                                                                             
|    | (ee)                                                        | 10% Shareholder means a Person who owns, in the aggregate,
(i) directly, (ii) with respect to Persons who are U.S. Persons, 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 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;                       
|    | (ff)                                                        | 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;                                                                                                                                                                                                                                                                                                                                                      
|    | (gg)                                                        | United States means the United States of America and
dependent territories or any part thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (hh)                                                        | United States 25% Shareholder means a U.S. Person who owns,
directly or by application of the 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 Common Shares and any other shares of the Company, in each
case determined pursuant to Section 957 of the Code;
|    | (ii)                                                        | U.S. 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                                                                                                                                                                                                                                                                        
|    | (jj)                                                        | 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).                                                                                                                                                                                                                           
|(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.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   |                          | 
|-- | ------------------------ | 
|5. | Power to appoint manager | 

|The Board may appoint a Person to act as manager of the Companys day to
day business 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 authorise 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 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 its best 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 the other Members, with the consent of such
assignee. Each Member shall be bound by the determination by the 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 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 only in a manner it believes would not result, upon consummation of
such redemption or purchase, in (i) the number of total Controlled Shares of
any Person other than an AIG Person, as a percentage of the shares of the
Company, increasing to ten percent (10%) or any higher percentage or (ii) an
AIG Person becoming or continuing to be a United States 25% Shareholder, in
each case (i) and (ii) on an Unadjusted Basis.

|    |                       | 
|--- | --------------------- | 
|11. | Election of Directors | 

|(1)            Number and term of office                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Board shall consist of not less than two (2) Directors or such number
in excess thereof as the Board may from time to time determine up to a maximum
of seven (7) Directors, 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 until the next
succeeding annual general meeting or until their successors are elected or
appointed or their office is otherwise vacated, and any general meeting may
authorize the Board to fill any vacancy in their number left unfilled at a
general meeting. Candidates for election at each annual general meeting or
special general meeting called for the purpose shall be nominated by the Board.
|(2)            Election by cumulative voting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Notwithstanding any other provisions of these Bye-laws, the principle of
cumulative voting shall apply in any election of Directors pursuant to
paragraph (1) of this Bye-law 11. Each Member entitled to vote in such election
(including any Member owning Controlled Shares) shall have a number of votes
equal to the product of (x) the number of votes conferred by such Members
Common Shares (as adjusted pursuant to Bye-law 52, if applicable) and (y) the                                                                                                                                                                                                                                                                                                                                                                                                  
|





---



##### 



|number of persons standing for election as Directors at the general meeting.
Each Member may divide and distribute such Members votes, as so calculated,
among any one or more candidates for the directorships to be filled, or such
Member may cast such Members votes for a single candidate. At such election,
the candidates receiving the highest number of votes, up to the number of
directors to be chosen, shall stand elected, and an absolute majority of the
votes cast is not a prerequisite to the election of any candidate to the Board.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    |                                     | 
|--- | ----------------------------------- | 
|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 person shall not be counted more than once in determining
whether or not a quorum is present.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 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.                                  

|    |                                 | 
|--- | ------------------------------- | 
|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, five (5) 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 or such greater number as the Members shall determine.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    |                       | 
|--- | --------------------- | 
|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.                                                                                                                                                                                                                                                                                     
|(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 Company in general meeting 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

The Board may appoint one or more Board committees and may delegate any of
its powers to any such committee. Without limiting the generality of the
foregoing, such committees may include:



| | (a) |  | an Executive Committee, which shall have the power
of the Board between meetings of the Board;                                                                                                                                                                              
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | an Audit Committee, which shall, among other
things, advise the Board with respect to the Companys
financial reporting responsibilities and related matters;                                                                                                               
|
| | (c) |  | a Stock Option and Stock Purchase Committee, which
shall, among other things, advise the Board with respect to the
Companys employee stock option and stock purchase plans, and
approve and administer such plans in accordance with Rule 16b-3
under the Exchange Act; and
|
| | (d) |  | a Compensation Committee, which shall, among other
things, advise the Board with respect to compensation of
Officers.                                                                                                                                                       

All Board committees shall conform to such directions as the Board shall
impose on them, provided that each member shall have one (1) vote, and each
committee shall have the right as it deems appropriate to retain outside
experts. Each committee may adopt rules for the conduct of its affairs,
including rules governing the adoption of resolutions by unanimous written
consent, and the place, time, and notice of meetings, as such committee shall
consider advisable and as shall not be inconsistent with these Bye-laws or with
any applicable resolution adopted by the Board. Each committee shall cause
minutes to be made of all meetings of such committee and of the attendance
thereat and shall cause such





---



##### 



minutes and copies of resolutions adopted by
unanimous consent to be promptly inscribed or incorporated by the Secretary in
the Companys minute book.

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.

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.

(4)  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.

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, 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 wilful negligence, wilful default, fraud or dishonesty which may attach
to any of said persons.

(b)  Every Director and Officer of the company shall be indemnified
out of the funds of the Company against all liabilities incurred by
him as such Director or Officer of the Company in





---



##### 



defending any
proceedings, whether civil or criminal, in which judgement is given
in his favour, or in which he is acquitted, or in connection with any
application under the Companies Acts in which relief from liability
is granted to him by the court. Such funds shall be advanced to such
Director or Officer on his incurring liability prior to judgement
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.

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 wilful negligence, wilful
default, 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.

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
judgement 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 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.

41.     Attendance at meetings

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 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.

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 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 be 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) 75,000,000 Common Shares
and (ii) 25,000,000 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.

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;                                                                                                                                                                                                         
|
| | (d) |  | 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);
|
| | (e) |  | 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);                                                         
|
| | (f) |  | 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;                       
|
| | (g) |  | 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;                     
|
| | (h) |  | 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                                                                                                                                                                       
|
| | (i) |  | 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
registered in his name in the register; PROVIDED, however, that, subject to the
following provisions of this Bye-law 52, if and for so long as the number of
issued Controlled Shares of any Person would constitute ten percent (10%) or
more of the total combined voting rights attaching to the issued Common Shares
of the Company (calculated after giving effect to any prior reduction in voting
rights attaching to Common 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 Formula):

(T    C) ÷ (9.1 x C)

|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Where: |  | T is the aggregate number of votes conferred by all the issued
Common Shares immediately prior to that application of the Formula
with respect to such issued Controlled Shares, adjusted to take into
account each reduction in such aggregate number of votes that results
from a prior reduction in the exercisable votes conferred by any
issued Controlled Shares pursuant to Bye-law 52(4) as at the same
date;
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |  | C is the number of issued Controlled Shares attributable to
such 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 Common Shares in which such Member is
legally or beneficially interested;                                                                     
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the Persons who are beneficially interested in
Common 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 Formula shall be applied successively as many times as may be
necessary to ensure that no Person shall be a 10% Shareholder at any time. For
the purposes of determining the votes exercisable by Members as at any date,
the 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 Formula 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 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 Common Shares of any Member
that they consider fair and reasonable in all the circumstances to ensure that
no Person shall be a 10% Shareholder at any time.

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, (i) the total Controlled Shares of any Person other
than an AIG Person to equal or exceed ten percent (10%) of the shares of the
Company or (ii) an AIG Person to become or continue to be a United States 25%
Shareholder, in each case (i) and (ii) on an Unadjusted Basis; PROVIDED,
however, that, paragraph (ii) of this Bye-law 53(2) notwithstanding, the
Company may issue shares in a manner and amount that would cause an AIG Person
to become or continue to be a United States 25% Shareholder upon the exercise
of the AIG Option, in part or in full, in accordance with its terms.

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.

(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:-



| | (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.     Determination of record dates

Notwithstanding any other provision of these Bye-laws, the Board may fix
any date as the record date for:



| | (a) |  | determining the Members entitled to receive any
dividend; and                                           
| | --- |  | --------------------------------------------------------------------------------------------------------
|
| | (b) |  | determining the Members entitled to receive notice
of and to vote at any general meeting of the Company.

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 may accept. 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)  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 (i)
to increase the number of total Controlled Shares of any Person other than an
AIG Person to ten percent (10%) or any higher percentage of the shares of the
Company or (ii) that an AIG Person would become or continue to be a United
States 25% Shareholder, in each case (i) and (ii) on an Unadjusted Basis.

(3)  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 U.S. state
securities laws or under the laws of any other jurisdiction is required
and such 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(4), 53(2), 63(2) and 63(3), including as to
such Persons status as a U.S. 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.

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. 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.

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:-



| | (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 and to Bye-Law 79, 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, 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.

(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.

NOTICES

82.     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.

83.     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.

84.     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

85.     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.

86.     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.

87.     Determination to wind up Company

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

WINDING-UP

88.     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

89.     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.

*****
***
*