<PAGE>
                              AMENDED AND RESTATED

                                 B Y E - L A W S

                                       of

                           RENAISSANCERE HOLDINGS LTD.

                                 INTERPRETATION
                                 --------------


1. Interpretation

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

          (i) "Act" means the Companies Act 1981 as amended from time to time;

          (ii) "Affiliate" means any person or entity, directly or indirectly,
     controlling, controlled by or under common control with any such person or
     entity.

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

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

          (v) "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;

          (vi) "Common Shares" means the common shares of the Company par value
     US $1.00 per share;

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

          (viii) "Director" means a director of the Company and shall, include
     an Alternate Director;

<PAGE>

          (ix) "General Meeting" means any annual or special general meeting of
     the Members;

          (x) "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;

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

          (xii) "Person" means an individual, partnership, joint-stock company,
     corporation, trust or unincorporated organization, and a government or
     agency or political subdivision thereof;

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

          (xiv) "Register of Directors and Officers" means the Register of
     Directors and Officers referred to in Bye-law 28;

          (xv) "Register of Members" means the Register of Members referred to
     in Bye-law 58; and

          (xvi) "Secretary" means the person appointed to perform any or all the
     duties of secretary of the Company and includes any deputy or assistant
     secretary.

     (b) In these Bye-laws, where not inconsistent with the context:

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

          (ii) words denoting a particular gender shall include all and any
     genders;

                                      -2-

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

          (iv) the word:-

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

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

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

     (c) 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.

     (d) 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
   ------------------

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

3. Management of the Company
   -------------------------

     (a) 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.

     (b) 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.

     (c) The Board may procure that the Company pays all expenses incurred in
promoting and incorporating the Company.

                                      -3-

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4. Power to appoint managing director or chief executive officer
   -------------------------------------------------------------

     The Board may from time to time appoint one or more Directors to the office
of managing director or 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 authorize specific actions
   -----------------------------------

     The Board may from time to time and at any time authorize any Director or
Officer 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 it 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 authorize 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 authorized under the seal of the Company, execute any
deed or instrument under such attorney's personal seal with the same effect as
the affixation of the seal of the Company.

8. Power to delegate to a committee
   --------------------------------

     (a) The Board shall appoint an Executive Committee of the Board which shall
have the power of the Board between meetings of the Board. The Executive
Committee shall consist of at least two and not more than four Directors. The
Executive

                                      -4-

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Committee shall have the authority to oversee the general business and affairs
of the Company along with whatever additional authority the Board may grant as
necessary for the management of the Company.

     (b) The Board may delegate any of its powers, authorities and discretion to
such other committees as it deems appropriate, each such committee to consist of
no fewer than two persons (including persons who are not Directors). Any
committee so formed shall, in the exercise of the powers, authorities and
discretion so delegated, conform to any regulations which may be imposed upon it
by the Board.

9. 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.

10. 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.

11. Power to purchase shares of the Company
    ---------------------------------------

     Subject to the provisions of Section 42A of the Act, the Board may exercise
all the powers of the Company to purchase all or any part of its own shares.

12. Election of Directors
    ---------------------

     (a) The business of the Company shall be managed and conducted by a Board
of Directors consisting of eight Directors who shall be elected or appointed at
the annual general meetings of the Company; provided, however, that a majority
of the Board may determine, in its discretion, to expand the size of the Board
to eleven directors. At the annual general meeting when this Bye-law becomes
effective, the persons nominated to be elected or appointed as Directors shall
be divided into three classes of approximately equal size, designated Class I,
Class II and Class III, each consisting initially of such Directors as the Board
shall determine; the term of office of those Directors in Class I to expire at
the annual general meeting next

                                      -5-

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following such meeting, the term of office of those Directors in Class II to
expire at the second annual general meeting following such meeting, and the term
of office of those Directors in Class III to expire at the third annual general
meeting following such meeting. At each annual general meeting held after such
classification and election, Directors shall be elected or appointed for a full
three-year term, as the case may be, to succeed those whose terms expire at such
meeting. Each Director shall hold office for the term for which he is elected
and until his successor is appointed. The shareholders may, at any general
meeting, authorize the Board to fill any vacancy on the Board unfilled at a
general meeting.

     (b) The only persons who shall be eligible for appointment or election as a
Director in accordance with Bye-law 12(a) at any general meeting of the Company
shall be persons either (i) for whom a written notice of nomination signed by
not less than twenty Members holding in the aggregate not less than 10% of the
outstanding paid up share capital of the Company at that time has been delivered
to the registered office of the Company for the attention of the Secretary not
less than sixty days prior to the scheduled date of such general meeting or any
adjournment thereof, or (ii) who have been approved for such purpose by the
Board and identified in the Notice of such general meeting or by way of note or
other document sent to the Members not less than five days prior to the
scheduled date of such general meeting. A shareholder's notice pursuant to (i)
above shall set forth (x) as to each person whom the shareholder proposes to
nominate for election as a director: (i) the name, age, business address and
residence address of the person; (ii) the principal occupation or employment of
the person; (iii) the class or series and number of shares of capital stock of
the Company which are owned beneficially or of record by the person; and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder (the "Proxy Filings"); and (y) as to the shareholder giving the
notice: (i) the name and record address of such shareholder; (ii) the class or
series and number of shares of capital stock of the Company which are owned
beneficially or of record by such shareholder; (iii) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person (including his name and address) pursuant to which
the nomination(s) are to be made by such shareholder; (iv) a

                                      -6-

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representation that such shareholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice; and (v) any other
information relating to such shareholder that would be required to be disclosed
in a Proxy Filing. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if
elected. The chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.

13. 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 such person had been duly appointed and
was qualified to be a Director.

14. Alternate Directors
    -------------------

     (a) Any General Meeting of the Company may elect a person or persons to act
as a Director in the alternative to any one or more of the Directors of the
Company or may authorize the Board to appoint such Alternate Directors. Any
person so appointed shall have all the rights and powers of the Director or
Directors for whom such person is appointed in the alternative provided that
such person shall not be counted more than once in determining whether or not a
quorum is present.

     (b) 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.

     (c) 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.

15. Removal of Directors
    --------------------

                                      -7-

<PAGE>


     (a) The Members shall not be entitled to remove a Director other than for
cause.

     (b) Subject to subparagraph (a) of this Bye-law, the Members may, at any
special general meeting convened and held in accordance with these Bye-laws,
upon the affirmative vote of the holders of not less than 66-2/3% of the voting
rights attached to all issued and outstanding capital shares of the Company,
remove a Director for cause 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 60 days before
the meeting and at such meeting such Director shall be entitled to be heard on
the motion for such Director's removal.

     (c) A vacancy on the Board created by the removal of a Director under the
provisions of subparagraph (b) 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 expiration of the term of the Director so removed or until
such new Director's successor is elected or appointed or such new Director's
office is otherwise vacated and, in the absence of such election or appointment,
the Members may authorize the Board to fill any vacancy.

16. Vacancies on the Board
    ----------------------

     (a) 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
and to appoint an Alternate Director to any Director so appointed. A Director so
appointed shall hold office until the annual general meeting at which such
Director's predecessor's term would have expired or until such Director's
successor is elected or appointed or such Director's office is otherwise
vacated.

     (b) 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 as the
quorum necessary for the transaction of business at meetings of the Board, the
continuing Directors or Director may act for the purpose of (i) summoning a
General Meeting of the Company or (ii) preserving the assets of the Company.

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

                                      -8-

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          (i) is prohibited from being a Director by law;

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

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

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

17. Notice of meetings of the Board
    -------------------------------

     (a) A Director may, and the Secretary on the requisition of a Director
shall, at any time summon a meeting of the Board.

     (b) Notice of a meeting of the Board shall be deemed to be duly given to a
Director if it is given to such Director verbally in person or by telephone or
otherwise communicated or sent to such Director by post, cable, telex, board,
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.

18. Quorum at meetings of the Board
    -------------------------------

     The quorum necessary for the transaction of business at a meeting of the
Board shall be two Directors.

19. Meetings of the Board
    ---------------------

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

     (b) 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, except that Directors may not participate in any
meeting of the Board while present in the United States of America or its
territories.

     (c) A resolution put to the vote at a meeting of the Board 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.

                                      -9-

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20. Unanimous written resolutions
    -----------------------------

     A resolution in writing signed by all the Directors or, for the avoidance
of doubt, their respective Alternate Directors, if any, 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 or such Director's alternate signs the resolution.

21. Contracts and disclosure of Directors' interests
    ------------------------------------------------

     (a) 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 authorize a Director or
Director's firm, partner or such company to act as Auditor of the Company.

     (b) 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.

     (c) Following a declaration being made pursuant to this Bye-law, the
approval of a majority of disinterested Directors (as defined below) shall be
required prior to the Company entering into any transaction with a Member or an
Affiliate of any Member. For purposes of this Bye-law 21(c), a Director shall be
deemed to be disinterested in a transaction provided such Director, any entity
employing such Director and any Affiliate of such entity, is neither a party to
such transaction nor will receive any benefit as a result of such transaction
other than by virtue of his or its rights as a Member.

22. Remuneration of Directors
    -------------------------

     The remuneration, (if any) of the Directors shall be determined by the
Board 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.

                                      -10-

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                                    OFFICERS
                                    --------

23. Officers of the Company
    -----------------------

     The Officers of the Company shall consist of a President, one or more Vice
Presidents, 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.

24. Appointment of Officers
    -----------------------

     (a) The Board shall, as soon as possible after the statutory meeting and
after each annual General Meeting elect one of its number to be President of the
Company and another of its number to be Vice President.

     (b) The Secretary and additional Officers, if any, shall be appointed by
the Board from time to time.

25. Remuneration of Officers
    ------------------------

     The Officers shall receive such remuneration as the Board may from time to
time determine in accordance with their employment contracts or otherwise.

26. 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.

27. Chairperson of meetings
    -----------------------

     Unless otherwise agreed by a majority of those attending and entitled to
attend and vote thereat, the President shall act as chairperson at all meetings
of the Members and of the Board at which such person is present. In the absence
of the President, a Vice President, if present, shall act as chairperson and in
their absence, a chairperson shall be appointed or elected by those present at
the meeting and entitled to vote.

28. Register of Directors and Officers
    ----------------------------------

     (a) 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

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respect to each Director and the President, each Vice President and the
Secretary, that is to say:

          (i) first name and surname; and

          (ii) address.

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

          (i) any change among its Directors and in the President, any Vice
     President or Secretary; or

          (ii) 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.

     (c) 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 inspection.

                                     MINUTES
                                     -------

29. 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
                                    ---------

30. Indemnification of Directors and Officers of the Company
    --------------------------------------------------------

                                      -12-

<PAGE>


     The Directors, Secretary and other Officers of the Company and the
liquidator or trustees (if any) 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 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 willful negligence, willful default,
fraud or dishonesty which may attach to any of said persons.

31. 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 willful negligence, willful default,
fraud or dishonesty which may attach to such Director or Officer.

                                    MEETINGS
                                    --------

32. Notice of annual General Meeting
    --------------------------------

     The annual General Meeting of the Company shall be held in each year other
than the year of incorporation at such time and place outside the United States
or its territories as the President or any two Directors or any Director and the
Secretary or the Board shall appoint. At least 5 days' 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

                                      -13-

<PAGE>


practicable, the other business to be conducted at the meeting. Notwithstanding
any other provisions of these Bye-laws, in addition to any other applicable
requirements, in order for a resolution to be properly moved by shareholders in
accordance with the Act and these Bye-laws at an annual general meeting of
shareholders where such business is not brought by or at the direction of the
Board, such resolution may be introduced by such shareholders at such meeting
only if prior written notice thereof is given by such shareholders to the
Secretary of the Company at the Company's registered office setting forth as to
each matter such shareholders propose to bring before the annual meeting: (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting; (ii)
the name and record address of such shareholder; (iii) the class or series and
number of shares of capital stock of the Company which are owned beneficially or
of record by such shareholder; (iv) a description of all arrangements or
understandings between such shareholder and any other person (including his or
her name and address) in connection with the proposal of such business by such
shareholder and any material interest of such shareholder in such business; and
(v) a representation that such shareholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting. The
Chairman of an annual general meeting may, if the facts warrant, determine and
declare that any business was not properly brought before the meeting and such
business will not be transacted.

33. Notice of Special General Meeting
    ---------------------------------

     The President or any two Directors or any Director and the Secretary or the
Board may convene a special General Meeting of the Company whenever in their
judgment such a meeting is necessary, upon not less than 5 days' notice which
shall state the time, place and the general nature of the business to be
considered at the meeting.

34. 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.

35. 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

                                      -14-

<PAGE>


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.
Notwithstanding any other provisions of these Bye-laws, not less than 60 nor
more than 90 days notice shall be given of any special general meeting properly
requisitioned by shareholders in accordance with the Act and these Bye-laws
holding at least 10% of the outstanding paid up share capital of the Company.

36. 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 (a) all the Members entitled to attend and
vote thereat in the case of an annual General Meeting; and (b) 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.

37. 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.

38. Quorum for General Meeting
    --------------------------

     At any General Meeting of the Company, two persons present in person and
throughout the meeting representing in person or by proxy more than 50% of the
total issued shares in the Company entitled to vote on the matters to be
considered by the meeting shall form a quorum for the transaction of business.
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 weeks later, at
the same time and place or to such other day, time or place as the Board may
determine. Unless the meeting is adjourned to a specific date and time, fresh
notice of the date, time and place for the adjourned

                                      -15-

<PAGE>


meeting shall be given to each Member in accordance with the provisions of these
Bye-laws.

39. Adjournment of meetings
    -----------------------

     The chairperson 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.

40. 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 except that Members may not participate in any General
Meeting while present in the United States or its territories.

41. Written resolutions
    -------------------

     A resolution in writing signed by all of the Members, which may be in
counterparts, shall be as valid as if it had been passed by a General Meeting
duly called and constituted, such resolution to be effective on the date on
which the last Member signs the resolution.

42. 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.

43. Voting at meetings
    ------------------

     (a) 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.

                                      -16-

<PAGE>


     (b)(1) Notwithstanding any other provisions of these Bye-laws to the
contrary, the Company may authorize or effect any amalgamation or other
reorganization of the Company with or into any Person (other than an
amalgamation pursuant to Section 107 of the Act) in a General Meeting only upon
the affirmative vote of a majority of all issued and outstanding capital shares
of the Company.

     (2) Notwithstanding any other provisions of these Bye-laws to the contrary,
the Company may (i) authorize or effect any acquisition or disposition of all or
substantially all of the assets of the Company; (ii) authorize or effect the
liquidation, dissolution or winding-up of the Company or (iii) amend, alter or
repeal any provision of this Bye-law 43 in a General Meeting only upon the
affirmative vote of a majority of the voting rights attached to all issued and
outstanding capital shares of the Company entitled to vote thereon in accordance
with these Bye-Laws.

     (3) Notwithstanding any other provisions of these Bye-laws to the contrary,
a Director may only be removed for cause, and Bye-laws 12, 15, 32, 35, 43(b)(3)
and 46A may, in each case, only be amended or repealed in a general meeting upon
the affirmative vote of 66-2/3% of the voting rights attached to all of the
issued and outstanding capital shares of the Company.

     (c) No Member shall be entitled to vote at any General Meeting unless such
Member has paid all the calls on all shares held by such Member.

44. 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 per share and shall cast such vote by raising his or her hand.

45. Decision of chairperson
    -----------------------

     At any General Meeting a declaration by the chairperson 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

                                      -17-

<PAGE>


proceedings of the Company shall, subject to the provisions of these Bye-laws,
be conclusive evidence of that fact.

46. Demand for a poll
    -----------------

     (a) 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:

          (i) the chairperson of such meeting; or

          (ii) at least three Members present in person or represented by proxy;
     or

          (iii) 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

          (iv) any Member or Members present in person or represented by proxy
     holding shares in the Company conferring the right to vote at such meeting,
     being 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 such shares conferring such
     right.

     (b) Where, in accordance with the provisions of subparagraph (a) 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, 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 (d) 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
chairperson 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.

     (c) A poll demanded in accordance with the provisions of subparagraph (a)
of this Bye-law, for the purpose of electing

                                      -18-

<PAGE>


a chairperson 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 chairperson 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.

     (d) 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 her or
his 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 chairperson for the purpose and
the result of the poll shall be declared by the chairperson.

46A. Excess Shares
     -------------

     Notwithstanding anything else in these Bye-laws to the contrary:

     (a) Other than as provided herein, no Person other than a Permitted Person
shall be permitted to own or control shares in the Company (including as a
result of the repurchase of shares by the Company) to the extent that such
holder or any other Person will be considered to own or control Controlled
Shares (as defined below), as the Board may determine in its sole discretion,
which represent in excess of 9.9% of the voting rights attached to all of the
issued and outstanding capital shares of the Company, nor shall any Person be
permitted to own or control Controlled Shares if the result thereof would be to
render such Person or any other Person other than a Permitted Person a Ten
Percent Shareholder. In accordance with the foregoing, the Company may decline
to recognize any transfer of its capital shares (including its public shares) if
such transfer, in the discretion of the Board, would cause the transferee or any
other Person (other than a Permitted Person) to own or control Controlled Shares
representing more than 9.9% of the voting rights attached to all of the issued
and outstanding capital shares of the Company.

                                      -19-

<PAGE>


     (b) To the extent that, for any reason whatsoever and by any means
howsoever, a Person other than a Permitted Person, whether or not an existing
Member of the Company, shall be deemed by the Board in its sole discretion to
own or control Controlled Shares which represent in excess of 9.9% of the voting
rights attached to all of the issued and outstanding capital shares of the
Company, then all shares which such person may Own or Control which carry in
excess of 9.9% of all of the issued and outstanding capital shares of the
Company shall carry no voting rights whatsoever, and shall be discounted in
respect of such Member for the purpose of the calculation of any vote which may
or which is required to be taken at any general meeting of the Company for any
purpose. The Controlled Shares of such Member which represent in excess of 9.9%
of the voting rights attached to all of the issued and outstanding capital
shares of the Company shall be allocated for voting purposes to all the other
Members of the Company pro rata to the common shareholdings of such other
Members; provided, however, that no other Member other than a Permitted Person
shall be allocated voting rights pursuant to this sentence if to do so would
render such other Member a Ten Percent Shareholder. In the event that a
reallocation of voting rights pursuant to this Bye-law would result in the
creation of additional Ten Percent Shareholders, the reallocation to be made
shall only be made to such Members (other than Permitted Persons) who, after the
re-allocation, would not be Ten Percent Shareholders. Notwithstanding the
foregoing, after having applied the provisions hereof as best as it considers
reasonably practicable, the Board may make such adjustments to the voting rights
conferred by the Controlled Shares of any Person (other than a Permitted Person)
that the Board shall consider fair and reasonable under all the applicable facts
and circumstances to ensure that such Controlled Shares represent no more than
9.9% of the aggregate voting rights of all of the outstanding capital shares of
the Company at any time.

     (c) With respect to Bye-Law 46A(a) and (b), such provisions shall not
operate unless there are at least eleven (11) Members of the Company.

     (d) Notwithstanding anything to the contrary in this Bye-law 46A, the Board
may waive the

                                      -20-

<PAGE>


restrictions set forth in this Bye-law 46A, on a case by case basis, in its sole
and absolute discretion. Further, the Board may designate the Company's Chief
Executive Officer to exercise its authority to decline to register transfers or
to limit voting rights as described above, or to take any other action, for as
long as such officer is also a director.

     (e) The Board may, by notice in writing, require any Member or prospective
acquiror of capital shares of the Company (including its publicly held capital
shares) to provide, within not less than ten (10) business days, complete and
accurate information to the Company's registered office or such other place as
the Board may reasonably designate, information including: (i) the number of
capital shares of the Company in which such Person is legally or beneficially
interested; (ii) the Persons who are beneficially interested in capital shares
of the Company in respect of which such Person is the registered holder; (iii)
the relationship, association or affiliation of such Person with any other
Member or Person whether by means of common control or ownership or otherwise;
or (iv) any other facts or matters which the Board may consider relevant to the
determination of the number of Controlled Shares attributable to any Person. If
any Member or prospective acquiror of capital shares of the Company does not
respond to any notice given pursuant to this Bye-law within the time specified
in such notice, or the Board shall have reason to believe that any information
provided in relation thereto is incomplete or inaccurate, the Board may
determine in its sole and absolute discretion that the votes attaching to any
capital shares of the Company registered in the name of such Member or
prospective acquiror shall be disregarded for all purposes until such time as a
response (or additional response) to such notice reasonably satisfactory to the
Board has been received as specified therein.

     (f) One of the purposes of the 9.9% limitation set forth in this Bye-law is
to seek to lessen the likelihood the Company will be characterized as a foreign
personal holding company or as a controlled foreign corporation within the
meaning of the Internal Revenue Code of 1986 of the United States, as amended.
Nevertheless, the Board will not be liable

                                      -21-

<PAGE>


to the Company, its shareholders or any other person whatsoever for any errors
in judgment made by it in interpreting or enforcing this Bye-law or in granting
any waiver or waivers to the foregoing restrictions in any case so long as the
Board shall have acted in good faith.

     (g) The restrictions on transfer authorized by this Bye-law 46A shall not
be imposed in any circumstances in a way that would interfere with the
settlement of trades or transactions in the Common Shares entered into through
the facilities of the New York Stock Exchange, Inc.; provided, however, that the
Company may decline to register transfers in accordance with these Bye-laws or
resolutions of the Board after a settlement has taken place.

     (h) For purposes of this Bye-law 46A, the following terms shall have the
following respective meanings:

          "Controlled Shares" in reference to any Person means: (i) all capital
          shares of the Company that such Person is deemed to own directly,
          indirectly or by attribution (within the meaning of Section 958 of the
          United States Internal Revenue Code of 1986, as amended) and (ii) all
          capital shares of the Company directly, indirectly or beneficially
          owned by such person within the meaning of section 13(d) of the United
          States Securities Exchange Act of 1934, as amended (the "Exchange
          Act") (including any shares owned by a "group" of persons as so
          defined and including any shares that would otherwise be excluded by
          section 13(d) of the Exchange Act).

          "Permitted Person" means any of (i) Warburg, Pincus Investors, L.P.,
          PT Investments, Inc. or United States Fidelity and Guaranty Company,
          or any of their respective affiliates; (ii) any person who directly or
          indirectly shall purchase and retain Controlled Shares from a
          Permitted Person representing more than 5.0% of the voting rights
          attached to all of the issued and outstanding capital shares of the
          Company;

                                      -22-

<PAGE>


          (iii) any person who shall purchase and retain Controlled Shares in a
          single transaction from any of Warburg, Pincus Investors, L.P., PT
          Investments, Inc., or United States Fidelity and Guaranty Company, or
          any of their respective affiliates (or from any combination of such
          Persons) representing in the aggregate more than 5.0% of the voting
          rights of all of the issued and outstanding capital shares of the
          Company; or (iv) any such other Person as the Board may designate, in
          its discretion, from time to time.

          "Person" means an individual, a partnership, a joint-stock company, a
          corporation, a trust or unincorporated organization, a limited
          liability company or a government or an agency or political
          subdivision thereof.

          "Ten Percent Shareholder" means a person who the Board determines, in
          its sole and absolute discretion, owns or controls Controlled Shares
          representing more than 9.9% of the total voting rights of all of the
          issued and outstanding capital shares of the Company."

47. 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.

48. Instrument of proxy
    -------------------

     The instrument appointing a proxy shall be in writing in the form, or as
near thereto as circumstances admit, of Form "A" in the Appendix hereto under
the hand of the appointor or of her or his attorney duly authorized in writing,
or if the appointor is a corporation, either under its seal, or under the hand
of a duly authorized officer or attorney. The decision of the chairperson of any
General Meeting as to the validity of any instrument of proxy shall be final.

49. Representation of corporations at meetings
    ------------------------------------------

                                      -23-

<PAGE>


     A corporation which is a Member may by written instrument authorize such
person as it thinks fit to act as its representative at any meeting of the
Members and the person so authorized 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 chairperson of the meeting may accept such assurances as she or
he 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
                            ------------------------

50. Rights of shares
    ----------------

     (a) Subject to any special rights previously conferred on the holders of
any existing shares or class of shares, the share capital of the Company shall
be divided into shares of two classes, being 225 million common shares of
US$1.00 each (the "Common Shares") and 100 million preference shares of US$1.00
each (the "Preference Shares"), which shall have the rights, terms, restrictions
and preferences set out in or determined in accordance with these Bye-laws.

     (b) The Common Shares shall be divided into 81,570,583 Full Voting Common
Shares; 16,789,776 Diluted Voting Class I Common Shares; and 1,639,641 Diluted
Voting Class II Common Shares. The Diluted Voting Class I Common Shares and the
Diluted Voting Class II Common Shares shall have the rights, terms, restrictions
and preferences as set forth in Schedule A to these Bye-laws, but otherwise the
holders of Common Shares shall:

          (i) be entitled to one vote per share;

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

          (iii) in the event of a winding-up or dissolution of the Company,
     whether voluntary or involuntary or for the purpose of a reorganization or
     otherwise or upon any distribution of capital, be entitled to the surplus
     assets of the Company; and

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

                                      -24-

<PAGE>


     (c) The Board is authorized, subject to limitations prescribed by law, to
issue the Preference Shares in one or more series, and to fix the rights,
preferences, privileges and restrictions thereof, including but not limited to
dividend rates, conversion rights, voting rights, terms of redemption (including
sinking fund provisions), redemption prices and liquidation preferences, and the
number of shares constituting and the designation of any such series, without
further vote or action by the shareholders.

     The authority of the Board with respect to each series shall include, but
not be limited to, determination of the following:

          (i) The distinctive designation of that series and the number of
     Preference Shares constituting that series, which number (except as
     otherwise provided by the Board in the resolution establishing such series)
     may be increased or decreased (but not below the number of shares of such
     series then outstanding) from time to time by like action of the Board;

          (ii) The rights in respect of dividends, if any, of such series of
     Preference Shares, the extent of the preference or relation, if any, of
     such dividends to the dividends payable on any other class or classes or
     any other series of the same or other class or classes of shares of the
     Company, and whether such dividends shall be cumulative or non-cumulative;

          (iii) The voting powers, if any, of the holders of any series of
     Preference Shares generally or with respect to any particular matter, which
     may be less than, equal to or greater than one vote per share, and which
     may, without limiting the generality of the foregoing, include the right,
     voting as a series by itself or together with the holders of any other
     series of Preference Shares or all series of Preference Shares as a class,
     or together with the holders of any other class of the capital stock of the
     Company to elect one or more directors of the Company (which, without
     limiting the generality of the foregoing, may include a specified number or
     portion of the then-existing number of authorized directorships

                                      -25-

<PAGE>


     of the Company or a specified number or portion of directorships in
     addition to the then-existing number of authorized directorships of the
     Company), generally or under such specific circumstances and on such
     conditions, as shall be provided in the resolution or resolutions of the
     Board adopted pursuant hereto;

          (iv) Whether the Preference 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, which price
     or prices may be different in different circumstances or at different
     redemption dates), and whether they may be redeemed at the option of the
     Company, at the option of the holder, or at the option of both the Company
     and the holder;

          (v) The right, if any, of the holders of such series of Preference
     Shares to convert the same into, or exchange the same for, shares of any
     other class or classes or of any other series of the same or any other
     class or classes of shares of the Company and the terms and conditions of
     such conversion or exchange, including, without limitation, whether or not
     the number of shares of such other class or series into which shares of
     such series may be converted or exchanged shall be adjusted in the event of
     any share split, stock dividend, subdivision, combination, reclassification
     or other transaction or series of transactions affecting the class or
     series into which such series of Preference Shares may be converted or
     exchanged;

          (vi) The amounts, if any, payable upon the Preference Shares in the
     event of voluntary liquidation, dissolution or winding up of the Company in
     preference of shares of any other class or series or in the event of any
     merger or consolidation of or sale of assets by the Company;

          (vii) The terms of any sinking fund or redemption or purchase account,
     if any, to be provided for shares of such series of Preference Shares; and

                                      -26-

<PAGE>


          (viii) Any other relative rights, preferences, limitations and powers
     of that series.

51. Power to issue shares
    ---------------------

     (a) Subject to these Bye-laws and to any resolution of the Members to the
contrary and without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, the Board shall have power to
issue any unissued shares of the Company on such terms and conditions as it may
determine.

     (b) 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.

     (c) 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 mentioned in Sections 39A,
39B and 39C of the Act.

52. Variation of rights and alteration of share capital
    ---------------------------------------------------

     (a) If at any time 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.

     (b) 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

                                      -27-

<PAGE>


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.

53. Registered holder of shares
    ---------------------------

     (a) 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
recognize any equitable or other claim to, or interest in, such share on the
part of any other person.

     (b) 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.

54. 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 recognize no claim in respect of the estate of
any joint holder except in the case of the last survivor of such joint holders.

55. Share certificates
    ------------------

     (a) Every Member shall be entitled to a certificate under the seal of the
Company (or a facsimile thereof) with such legends as the Board sees fit,
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.

     (b) 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

                                      -28-

<PAGE>


and request an indemnity for the lost certificate if it sees fit.

56. Calls on shares
    ---------------

     (a) With respect to any shares which are not fully paid, the Board may from
time to time make such calls as it thinks fit upon the Members in respect of any
monies unpaid on any such shares allotted to or held by such Members and, if a
call is not paid on or before the day appointed for payment thereof, the Member
may at the discretion of the Board be liable to pay the Company interest on the
amount of such call at such rate as the Board may determine, from the date when
such call was payable up to the actual date of payment. The joint holders of any
such share shall be jointly and severally liable to pay all calls in respect
thereof.

     (b) The Board may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment of such
calls.

57. Forfeiture of shares
    --------------------

     (a) If any Member fails to pay, on the day appointed for payment thereof,
any call in respect of any share allotted to or held by such Member, the Board
may, at any time thereafter during such time as the call remains unpaid, direct
the Secretary to forward to such Member a notice in the form, or as near thereto
as circumstances admit, of Form "B" in the Appendix hereto.

     (b) If the requirements of such notice are not complied with, any such
share may at any time thereafter before the payment of such call and the
interest due in respect thereof be forfeited by a resolution of the Board to
that effect, and such share shall thereupon become the property of the Company
and may be disposed of as the Board shall determine.

     (c) A Member whose share or shares have been forfeited as aforesaid shall,
notwithstanding such forfeiture, be liable to pay to the Company all calls owing
on such share or shares at the time of the forfeiture and all interest due
thereon.

                               REGISTER OF MEMBERS
                               -------------------

58. Contents of Register of Members
    -------------------------------

                                      -29-

<PAGE>


     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;
and

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

59. 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.

60. 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
                               ------------------

61. Instrument of transfer
    ----------------------

     (a) An instrument of transfer shall be in the form or as near thereto as
circumstances admit of Form "C" in the Appendix 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

                                      -30-

<PAGE>


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.

     (b) The Board may refuse to recognize 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.

62. Restriction on transfer
    -----------------------

     (a) The Board shall refuse to register a transfer unless all applicable
consents, authorizations and permissions of any governmental body or agency in
Bermuda have been obtained.

     (b) If the Board refuses to register a transfer of any share the Secretary
shall, within 10 days after the date on which the transfer was lodged with the
Company, send to the transferor and transferee notice of the refusal.

63. 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 to the executors or administrators of such deceased
Member.

                             TRANSMISSION OF SHARES
                             ----------------------

64. Representative of deceased Member
    ---------------------------------

     In the case of the death of a Member the survivor or survivors where the
deceased Member was a joint holder, and the legal personal representatives of
the deceased Member where the deceased Member was a sole holder, shall be the
only persons recognized by the Company as having any title to the deceased
Member's interest in the shares.

     Nothing herein contained shall release the estate of a deceased joint
holder from any liability in respect of any share which had been jointly held by
such deceased Member with other persons. Subject to the provisions of Section 52
of the Act, for the purpose of this Bye-law, legal personal representative

                                      -31-

<PAGE>


means the executor or administrator of a deceased Member or such other person as
the Board may in its absolute discretion decide as being properly authorized to
deal with the shares of a deceased Member.

65. Registration on death or bankruptcy
    -----------------------------------

     Any person becoming entitled to a share in consequence of the death or
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 "D" in the Appendix 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 death or bankruptcy, as the case may be.

                        DIVIDENDS AND OTHER DISTRIBUTIONS
                        ---------------------------------

66. Declaration of dividends by the Board
    -------------------------------------

     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.

67. 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.

68. 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

                                      -32-

<PAGE>


used to meet contingencies or for equalizing dividends or for any other special
purpose.

69. 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.

                                 CAPITALIZATION
                                 --------------

70. Issue of bonus shares
    ---------------------

     (a) The Board may resolve to capitalize 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.

     (b) The Company may capitalize any sum standing to the credit of a reserve
account or sums otherwise available for dividend or distribution by applying
such amounts in paying up in full partly paid shares of those Members who would
have been entitled to such sums if they were distributed by way of dividend or
distribution.

                        ACCOUNTS AND FINANCIAL STATEMENTS
                        ---------------------------------

71. 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.

                                      -33-

<PAGE>


72. 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.

73. 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
                                      -----

74. Appointment of Auditor
    ----------------------

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

75. 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.

76. Vacation of office of Auditor
    -----------------------------

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

77. 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.

                                      -34-

<PAGE>


78. Report of the Auditor
    ---------------------

     (a) 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.

     (b) 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.

     (c) The generally accepted auditing standards referred to in sub-paragraph
(b) of this Bye-law may be those of a country or jurisdiction other than Bermuda
as shall be determined by the Board. If so, the financial statements and the
report of the Auditor must disclose this fact and name such country or
jurisdiction.

                                     NOTICES
                                     -------

79. 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, board, facsimile or other mode of representing words in a legible and
non-transitory form.

80. 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.

81. 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

                                      -35-

<PAGE>


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
                               -------------------

82. 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.

83. 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,
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.

                                   WINDING-UP
                                   ----------

84. 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
                             ----------------------

85. 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.

                                      -36-

<PAGE>


                   SCHEDULE A TO AMENDED AND RESTATED BYE-LAWS
                   -------------------------------------------

           DESIGNATIONS, NUMBER, VOTING POWERS; PREFERENCES AND RIGHTS
                                       OF
                      DILUTED VOTING CLASS I COMMON SHARES
                                       AND
                      DILUTED VOTING CLASS II COMMON SHARES

1. Designation and Amount.
   ----------------------

     The shares of each such series shall be designated (i) the Diluted Voting
Class I Common Shares, par value $1.00 per share (the "Diluted Voting I
Shares"), and (ii) the Diluted Voting Class II Common Shares, par value $1.00
per share (the "Diluted Voting II Shares"). The number of shares constituting
the Diluted Voting I Shares shall be 4,199,191 shares. The number of shares
constituting the Diluted Voting II Shares shall be 1,454,109 shares.

2. General.
   -------

     Except as provided in items 3 and 4 below, each Diluted Voting I Share and
each Diluted Voting II Share shall be entitled to the same rights, and be
subject to the same restrictions, as the Full Voting Common Shares as set forth
in these Bye-laws.

3. Voting.
   ------

     A. Diluted Voting I Shares. Except as set forth below, holders of Diluted
Voting I Shares shall be entitled to one vote for each Diluted Voting I Share
held at each meeting of shareholders of the Company with respect to any and all
matters presented to the shareholders of the Company for their action or
consideration and upon which such holder is entitled to vote in accordance with
these Bye-Laws. Except as provided by law or these Bye-laws, holders of Diluted
Voting I Shares shall vote together with the holders of Common Shares and
Diluted Voting II Shares as a single class.

     Except as required by law and in respect of a vote contemplated by Bye-law
43(b)(1), each holder of issued and outstanding Diluted Voting I Shares shall be
entitled to a fixed voting interest in the Company of up to 9.9% of all
outstanding voting rights attached to the Common Shares, inclusive of the
percentage interest in the Company represented by Controlled Common Shares (as
defined below) owned by the holder thereof from time to time, but in no event
greater than one vote for

<PAGE>


each Diluted Voting I Share so held, at each meeting of shareholders of the
Company with respect to any and all matters presented to the shareholders of the
Company for their action or consideration and upon which such holder is entitled
to vote in accordance with these Bye-laws.

     B. Diluted Voting II Shares. Except as required by law and in respect of a
vote contemplated by Bye-law 43(b)(1), holders of Diluted Voting II Shares shall
be entitled to one-third of a vote for each Diluted Voting II Share held,
provided, that in no event shall a holder of Diluted Voting II Shares have
greater than 9.9% of all outstanding voting rights attached to the Common
Shares, inclusive of the percentage interest in the Company represented by
Controlled Common Shares, at each meeting of shareholders of the Company with
respect to any and all matters presented to the shareholders of the Company for
their action or consideration and upon which such holder is entitled to vote in
accordance with these Bye-laws.

     Except as provided by law or these Bye-laws, holders of Diluted Voting II
Shares shall vote together with the holders of Common Shares and Diluted Voting
I Shares as a single class.

     C. As used herein, with respect to any holder of Diluted Voting Shares,
"Controlled Common Shares" means Common Shares owned directly, indirectly or
constructively by such holder within the meaning of Section 958 of the U.S.
Internal Revenue Code of 1986, as amended, and applicable rules and regulations
thereunder.

4. Conversion.
   ----------

     Following a sale, transfer, exchange or other disposition of any Diluted
Voting I Shares or Diluted Voting II Shares by a holder thereof, the Diluted
Voting I Shares and Diluted Voting II Shares are convertible into an equal
number of Full Voting Common Shares on a one-for-one basis at the option of the
purchaser or transferee thereof upon two days prior written notice to the
Company.

                                      -2-

<PAGE>


                         APPENDIX - FORM A (Bye-law 48)
                         -----------------



                                    P R 0 X Y
                                    ---------

I
of
the holder of                                           share in the above-named
Company hereby appoint .........................................................
or failing her or him...........................................................
or failing her or him...........................................................
as my proxy to vote on my behalf at the General Meeting of the Company to be
held on the           day of         , 19      and at any adjournment thereof.





Dated this        day of               , 19



*GIVEN under the seal of the company



*Signed by the above-named



 ..................................................



 ..................................................
Witness







*Delete as applicable.

                                      A-1

<PAGE>


                         APPENDIX - FORM B (Bye-law 57)
                         ------------------------------

           NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL
           ---------------------------------------------------------

You have failed to pay the call of [amount of call] made on the ...... day of
 ........, 19.. last, in respect of the [number] share(s) [numbers in figures]
standing in your name in the Register of Members of the Company, on the ......
day of ........., 19..last, the day appointed for payment of such call. You are
hereby notified that unless you pay such call together with interest thereon at
the rate of .............. per annum computed from the said ....... day of 19...
last, on or before the ....... day of ..............19... next at the place of
business of the said Company the share(s) will be liable to be forfeited.

Dated this ....... day of .............., 19...

[Signature of Secretary]
By order of the  Board

                                      A-2

<PAGE>


                            APPENDIX - FORM C (Bye-law 61)
                            -----------------

                          TRANSFER OF A SHARE OR SHARES
                          -----------------------------

FOR VALUE RECEIVED .................................................... [amount]

                                                   [transferor]

hereby sell assign and transfer unto ...........................................

                                                   [transferee]

of

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

                                                   [number of shares]

shares of

 ...............................................................[name of Company]

Dated .....................

                                                   (Transferor)

In the presence of:

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

                                                   (Transferee)

In the presence of:

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

                                      A-3

<PAGE>


                            APPENDIX - Form D (Bye-law 65)
                         ------------------------------

          TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH OF A MEMBER
          -----------------------------------------------------------

I/We having become entitled in consequence of the death of [name of the deceased
Member] to [number] share(s) numbered [number in figures] standing in the
register of members of [Company] in the name of the said [name of deceased
Member] instead of being registered myself/ourselves elect to have [name of
transferee] (the "Transferee") registered as a transferee of such share(s) and
I/we do hereby accordingly transfer the said share(s) to the Transferee to hold
the same unto the Transferee her or his executors administrators and assigns
subject to the conditions on which the same were held at the time of the
execution thereof; and the Transferee does hereby agree to take the said
share(s) subject to the same conditions.

WITNESS our hands this ........ day of ..........., 19...

Signed by the above-named     )
[person or persons entitled]  )
in the presence of:           )



Signed by the above-named     )
[transferee]                  )
in the presence of:           )

                                      A-4

<PAGE>


                                   TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Bye-Law

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

                                      (i)

<PAGE>


41. Written resolutions.....................................................16
42. Attendance of Directors.................................................16
43. Voting at meetings......................................................16
44. Voting on show of hands.................................................17
45. Decision of chairperson.................................................17
46. Demand for a poll.......................................................18
47. Seniority of joint holders voting.......................................23
48. Instrument of proxy.....................................................23
49. Representation of corporations at meetings..............................23
50. Rights of shares........................................................24
51. Power to issue shares...................................................27
52. Variation of rights and alteration of share capital.....................27
53. Registered holder of shares.............................................28
54. Death of a joint holder.................................................28
55. Share certificates......................................................28
56. Calls on shares.........................................................29
57. Forfeiture of shares....................................................29
58. Contents of Register of Members.........................................29
59. Inspection of Register of Members.......................................30
60. Determination of record dates...........................................30
61. Instrument of transfer..................................................30
62. Restriction on transfer.................................................31
63. Transfers by joint holders..............................................31
64. Representative of deceased Member.......................................31
65. Registration on death or bankruptcy.....................................32
66. Declaration of dividends by the Board...................................32
67. Other distributions.....................................................32
68. Reserve fund............................................................32
69. Deduction of Amounts due to the Company.................................33
70. Issue of bonus shares...................................................33
71. Records of account......................................................33
72. Financial year end......................................................34
73. Financial statements....................................................34
74. Appointment of Auditor..................................................34
75. Remuneration of Auditor.................................................34
76. Vacation of office of Auditor...........................................34
77. Access to books of the Company..........................................34
78. Report of the Auditor...................................................35
79. Notices to Members of the Company.......................................35
80. Notices to joint Members................................................35
81. Service and delivery of notice..........................................35
82. The seal................................................................36
83. Manner in which seal is to be affixed...................................36
84. Winding up/distribution by liquidator...................................36
85. Alteration of Bye-laws..................................................36

Schedule A to Amended and Restated Bye-Laws

                                      (ii)