<PAGE>

                                                                     EXHIBIT 1.1

                            MEMORANDUM OF ASSOCIATION

                                       AND

                                    BYE-LAWS
    (as adopted by a Resolution passed on 3rd December, 1996 and amended on
                                 20th May, 2004)

                                       OF

                         APT SATELLITE HOLDINGS LIMITED
                (Incorporated in Bermuda with limited liability)

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

                   Incorporated the 17th day of October, 1996

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

                                       1
<PAGE>

FORM NO. 7A                                           REGISTRATION NO.  EC 22483

                                     BERMUDA

                            CERTIFICATE OF DEPOSIT OF

                     MEMORANDUM OF INCREASE OF SHARE CAPITAL

        THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

                                       of

                         APT SATELLITE HOLDINGS LIMITED

was delivered to the Registrar of Companies on the 10TH day of DECEMBER, 1996 in
accordance with section 45(3) of THE COMPANIES ACT 1981 ("the Act").

                                              Given under my hand this 19TH
                                              day of DECEMBER, 1996.

                                              (Sd.) Cynthia Thomas
                                              for ACTING REGISTRAR OF COMPANIES

Capital prior to increase:          HK$    150,000.00

Amount of increase:                 HK$ 99,850,000.00

Present Capital:                    HK$100,000,000.00

                                       2
<PAGE>

FORM NO. 7A                                           REGISTRATION NO.  EC 22483

                                     BERMUDA

                            CERTIFICATE OF DEPOSIT OF

                     MEMORANDUM OF INCREASE OF SHARE CAPITAL

        THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

                                       of

                         APT SATELLITE HOLDINGS LIMITED

was delivered to the Registrar of Companies on the 29TH day of NOVEMBER, 1996 in
accordance with section 45(3) of THE COMPANIES ACT 1981 ("the Act").

                                                    Given under my hand this 4TH
                                                    day of DECEMBER, 1996.

                                                    (Sd.) Cynthia Thomas
                                                    for REGISTRAR OF COMPANIES

Capital prior to increase:          HK$122,000.00

Amount of increase:                 HK$ 28,000.00

Present Capital:                    HK$150,000.00

                                       3
<PAGE>

FORM NO. 6                                            REGISTRATION NO.  EC 22483

                                     BERMUDA

                          CERTIFICATE OF INCORPORATION

I hereby in accordance with section 14 of THE COMPANIES ACT 1981 issue this
Certificate of Incorporation and do certify that on the 17TH day of OCTOBER,
1996

                         APT SATELLITE HOLDINGS LIMITED

was registered by me in the Register maintained by me under the provisions of
the said section and that the status of the said company is that of an EXEMPTED
company.

                                                Given under my hand and the Seal
                                                of the REGISTRAR OF COMPANIES
                                                this 22ND day of OCTOBER, 1996.

                                                (Sd.) Cynthia Thomas
                                                for REGISTRAR OF COMPANIES

                                       4
<PAGE>

FORM NO. 5                                            REGISTRATION NO.  EC 22483

                                     BERMUDA

                            CERTIFICATE OF DEPOSIT OF

                      MEMORANDUM OF ASSOCIATION AND CONSENT

                             GRANTED BY THE MINISTER

               THIS IS TO CERTIFY that a Memorandum of Association

                                       of

                         APT SATELLITE HOLDINGS LIMITED

and the consent granted by the Minister under section 6(1) of THE COMPANIES ACT
1981 ("the Act") were delivered to the Registrar of Companies on the 17TH day of
OCTOBER, 1996 in accordance with the provisions of section 14(2) of the Act.

                                            Given under my hand this 22ND day of
                                            OCTOBER, 1996.

                                            (Sd.) Cynthia Thomas
                                            for REGISTRAR OF COMPANIES

Minimum Capital of the Company:           HK$100,000.00

Authorised Capital of the Company:        HK$122,000.00

                                       5
<PAGE>

FORM NO. 1A

                                     BERMUDA

                             THE COMPANIES ACT 1981

                                     CONSENT

                            PURSUANT TO SECTION 6 (1)

In exercise of the powers conferred upon him by section 6 (1) of the Companies
Act 1981, the Minister of Finance hereby gives his consent to

                         APT SATELLITE HOLDINGS LIMITED

to be registered as AN EXEMPTED Company under the Companies Act 1981, subject to
the provisions of the Act.

Dated this 15th day of October, 1996

                                                  (Sd.) Edmund G. Gibbons
                                                    MINISTER OF FINANCE

                                       6
<PAGE>

FORM NO. 2

                                     BERMUDA

                             THE COMPANIES ACT 1981

                          MEMORANDUM OF ASSOCIATION OF

                            COMPANY LIMITED BY SHARES

                             (SECTION 7(1) AND (2))

                            MEMORANDUM OF ASSOCIATION

                                       OF

                         APT SATELLITE HOLDINGS LIMITED

                   (hereinafter referred to as "the Company")

1.    The liability of the members of the Company is limited to the amount (if
      any) for the time being unpaid on the shares respectively held by them.

2.    We, the undersigned, namely,

<TABLE>
<CAPTION>
                                            BERMUDIAN                                    NUMBER OF
                                             STATUS                                       SHARES
NAME                   ADDRESS              (YES/NO)                NATIONALITY          SUBSCRIBED

<S>                 <C>                     <C>                     <C>                  <C>
C. F. Alexander     Clarendon House            Yes                    British               One
   Cooper           2 Church Street
                    Hamilton HM 11
                    Bermuda

John Buckley             "                     Yes                    British               One

Donald H. Malcolm        "                     No                     British               One
</TABLE>

do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.

                                       7
<PAGE>

3.    The Company is to be an exempted Company as defined by the Companies Act
      1981.

4.    The Company has power to hold land situated in Bermuda not exceeding in
      all, including the following parcels-

      N/A

*5.   The authorised share capital of the Company is HK$100,000,000.00 divided
      into shares of HK$0.10 each. The minimum subscribed share capital of the
      Company is HK$100,000.00.

6.    The objects for which the Company is formed and incorporated are-

      1)    to act and to perform all the functions of a holding company in all
            its branches and to co-ordinate the policy and administration of any
            subsidiary company or companies wherever incorporated or carrying on
            business or of any group of companies of which the Company or any
            subsidiary company is a member or which are in any manner controlled
            directly or indirectly by the Company;

      2)    to act as an investment company and for that purpose to acquire and
            hold upon any terms and, either in the name of the Company or that
            of any nominee, shares, stock, debentures, debenture stock,
            annuities, notes, mortgages, bonds, obligations and securities,
            foreign exchange, foreign currency deposits and commodities, issued
            or guaranteed by any company wherever incorporated or carrying on
            business, or by any government, sovereign, ruler, commissioners,
            public body or authority, supreme, municipal, local or otherwise, by
            original subscription, tender, purchase, exchange, underwriting,
            participation in syndicates or in any other manner and whether or
            not fully paid up, and to make payments thereon as called up or in
            advance of calls or otherwise and to subscribe for the same, whether
            conditionally or absolutely, and to hold the same with a view to
            investment, but with the power to vary any investments, and to
            exercise and enforce all rights and powers conferred by or incident
            to the ownership thereof, and to invest and deal with the moneys of
            the Company not immediately required upon such securities and in
            such manner as may be from time to time determined;

      3)    as set out in paragraphs (b) to (n) and (p) to (u) inclusive of the
            Second Schedule to The Companies Act 1981.

7.    POWER OF THE COMPANY

      1)    the Company shall, pursuant to Section 42 of The Companies Act 1981,
            have the power to issue preference shares which are, at the option
            of the holder, liable to be redeemed;

      2)    the Company shall, pursuant to Section 42A of The Companies Act
            1981, have the power to purchase its own shares;

      3)    the Company shall have the power to grant pensions, annuities, or
            other allowances, including allowances on death, to or for the
            benefit of any directors, officers or employees or former directors,
            officers or employees of the Company or any company which at any
            time is or was a subsidiary or a holding company or another
            subsidiary of a holding company of the Company or otherwise
            associated with the Company or of any predecessor in business of any
            of them, and to the relations, connections or dependants of any such
            persons, and to other persons whose service or services have
            directly or indirectly been of benefit to the Company or whom the
            Company considers have any moral claim on the Company or to their
            relations, connections or dependants, and to establish or support or
            aid in the establishment or support of any associations,
            institutions, clubs, schools, building and housing schemes, funds
            and trusts, and to make payments toward insurance or other
            arrangements likely to benefit any such persons or otherwise advance
            the interests of the Company or of its Members, and to subscribe,
            guarantee or pay money for any purpose likely, directly or
            indirectly, to further the interests of the Company or of its
            Members or for any national, charitable, benevolent, educational,
            religious, social, public, general or useful object.

      4)    the Company shall not have the power set out in paragraph 8 of the
            First Schedule to The Companies Act 1981.

*As amended by written resolution of members passed on 14 November 1996 and 6
December 1996 to increase the authorised share capital from HK$122,000.00 to
HK$150,000.00 and from HK$150,000.00 to HK$100,000,000.00 divided into shares of
HK$0.10 each respectively

                                       8
<PAGE>

Signed by each subscriber in the presence of at least one witness attesting the
signature thereof-

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

  (Sd.) C. F. Alexander Cooper                       (Sd.) Coralie Hayward
---------------------------------                  --------------------------

      (Sd.) John Buckley                             (Sd.) Coralie Hayward
---------------------------------                  --------------------------

   (Sd.) Donald H. Malcolm                           (Sd.) Coralie Hayward
---------------------------------                  --------------------------
        (Subscribers)                                     (Witnesses)

SUBSCRIBED: This First day of October, 1996.

                                       9
<PAGE>

                             THE COMPANIES ACT 1981

                                 FIRST SCHEDULE

A company limited by shares may exercise all or any of the following powers
subject to any provision of the law or its memorandum:

1.    [Deleted]

2.    to acquire or undertake the whole or any part of the business, property
      and liabilities of any person carrying on any business that the company is
      authorised to carry on;

3.    to apply for register, purchase, lease, acquire, hold, use, control,
      licence, sell, assign or dispose of patents, patent rights, copyrights,
      trade makers, formulae, licences, inventions, processes, distinctive
      makers and similar rights;

4.    to enter into partnership or into any arrangement for sharing of profits,
      union of interests, co-operation, joint venture, reciprocal concession or
      otherwise with any person carrying on or engaged in or about to carry on
      or engage in any business or transaction that the company is authorised to
      carry on or engage in or any business or transaction capable of being
      conducted so as to benefit the company;

5.    to take or otherwise acquire and hold securities in any other body
      corporate having objects altogether or in part similar to those of the
      company or carrying on any business capable of being conducted so as to
      benefit the company;

6.    subject to section 96 to lend money to any employee or to any person
      having dealings with the company or with whom the company proposes to have
      dealings or to any other body corporate any of those shares are held by
      the company;

7.    to apply for, secure or acquire by grant, legislative enactment,
      assignment, transfer, purchase or otherwise and to exercise, carry out and
      enjoy any charter, licence, power, authority, franchise, concession, right
      or privilege, that any government or authority or any body corporation or
      other public body may be empowered to grant, and to pay for, aid in and
      contribute toward carrying it into effect and to assume any liabilities or
      obligations incidental thereto;

8.    [Deleted]

9.    to promote any company for the purpose of acquiring or taking over any of
      the property and liabilities of the company or for any other purpose that
      may benefit the company;

10.   to purchase, lease, take in exchange, hire or otherwise acquire any
      personal property and any rights or privileges that the company considers
      necessary or convenient for the purposes of its business;

11.   to construct, maintain, alter, renovate and demolish any buildings or
      works necessary or convenient for its objects;

12.   to take land in Bermuda by way of lease or leasing agreement for a term
      not exceeding twenty-one years, being land "bona fide" required for the
      purposes of the business of the company and with the consent of the
      Minister granted in his discretion to take land in Bermuda by way of lease
      or leasing agreement for a similar period in order to provide
      accommodation or recreational facilities for its officers and employees
      and when no longer necessary for any of the above purposes to terminate or
      transfer the lease or letting agreement;

13.   except to the extent, if any, as may be otherwise expressly provided in
      its incorporating Act or memorandum and subject to the provisions of this
      Act every company shall have power to invest the moneys of the Company by
      way of mortgage of real or personal property of every description in
      Bermuda

                                       10
<PAGE>

      or elsewhere and to sell, exchange, vary, or dispose of such mortgage as
      the company shall from time to time determine;

14.   to construct, improve, maintain, work, manage, carry out or control any
      roads, ways, tramways, branches or sidings, bridges, reservoirs,
      watercourses, wharves, factories, warehouses, electric works, shops,
      stores and other works and conveniences that may advance the interests of
      the company and contribute to, subsidise or otherwise assist or take part
      in the construction, improvement, maintenance, working, management,
      carrying out or control thereof;

15.   to raise and assist in raising money for, and aid by way of bonus, loan,
      promise, endorsement, guarantee or otherwise, any person and guarantee the
      performance or fulfilment of any contracts or obligations of any person,
      and in particular guarantee the payment of the principal of and interest
      on the debt obligations of any such person;

16.   to borrow or raise or secure the payment of money in such manner as the
      company may think fit;

17.   to draw, make, accept, endorse, discount, execute and issue bills of
      exchange, promissory notes, bills of lading, warrants and other negotiable
      or transferable instruments;

18.   when properly authorised to do so, to sell, lease, exchange or otherwise
      dispose of the undertaking of the company or any part thereof as an
      entirety or substantially as an entirety for such consideration as the
      company thinks fit;

19.   to sell, improve, manage, develop, exchange, lease, dispose of, turn to
      account or otherwise deal with the property of the company in the ordinary
      course of its business;

20.   to adopt such means of making known the products of the company as may
      seem expedient, and in particular by advertising, by purchase and
      exhibition of works of art or interest, by publication of books and
      periodicals and by granting prizes and rewards and making donations;

21.   to cause the company to be registered and recognised in any foreign
      jurisdiction, and designate persons therein according to the laws of that
      foreign jurisdiction or to represent the company and to accept service for
      and on behalf of the company of any process or suit;

22.   to allot and issue fully-paid shares of the company in payment or part
      payment of any property purchase or otherwise acquired by the company or
      for any past services performed for the company;

23.   to distribute among the members of the company in cash, kind, specie or
      otherwise as may be resolved, by way of dividend, bonus or in any other
      manner considered advisable, any property of the company, but not so as to
      decrease the capital of the company unless the distribution is made for
      the purpose of enabling the company to be dissolved or the distribution,
      apart from this paragraph, would be otherwise lawful;

24.   to establish agencies and branches;

25.   to take or hold mortgages, hypothecs, liens and charges to secure payment
      of the purchase price, or of any unpaid balance of the purchase price, of
      any part of the property of the company of whatsoever kind sold by the
      company, or for any money due to the company from purchasers and others
      and to sell or otherwise dispose of any such mortgage, hypothec, lien or
      charge;

26.   to pay all costs and expenses of or incidental to the incorporation and
      organization of the company;

27.   to invest and deal with the moneys of the company not immediately required
      for the objects of the company in such manner as may be determined;

28.   to do any of the things authorised by this subsection and all things
      authorised by its memorandum as principals, agents, contractors, trustees
      or otherwise, and either alone or in conjunction with others;

29.   to do all such other things as are incidental or conducive to the
      attainment of the objects and the exercise of the powers of the company.

      Every company may exercise its powers beyond the boundaries of Bermuda to
      the extent to which the laws in force where the powers are sought to be
      exercised permit.

                                       11
<PAGE>

                             THE COMPANIES ACT 1981

                                 SECOND SCHEDULE

A company may by reference include in its memorandum any of the following
objects that is to say the business of:

(a)   [Deleted]

(b)   packaging of goods of all kinds;

(c)   buying, selling and dealing in goods of all kinds;

(d)   designing and manufacturing of goods of all kinds;

(e)   mining and quarrying and exploration for metals, minerals, fossil fuels
      and precious stones of all kinds and their preparation for sale or use;

(f)   exploring for, the drilling for, the moving, transporting and re-fining
      petroleum and hydro carbon products including oil and oil products;

(g)   scientific research including the improvement, discovery and development
      of processes, inventions, patents and designs and the construction,
      maintenance and operation of laboratories and research centres;

(h)   land, sea and air undertakings including the land, ship and air carriage
      of passengers, mails and goods of all kinds;

(i)   ships and aircraft owners, managers, operators, agents, builders and
      repairers;

(j)   acquiring, owning, selling, chartering, repairing or dealing in ships and
      aircraft;

(k)   travel agents, freight contractors and forwarding agents;

(l)   dock owners, wharfingers, warehousemen;

(m)   ship chandlers and dealing in rope, canvas oil and ship stores of all
      kinds;

(n)   all forms of engineering;

(o)   [Deleted]

(p)   farmers, livestock breeders and keepers, graziers, butchers, tanners and
      processors of and dealers in all kinds of live and dead stock, wool,
      hides, tallow, grain, vegetables and other produce;

(q)   acquiring by purchase or otherwise and holding as an investment
      inventions, patents, trade marks, trade names, trade secrets, designs and
      the like;

(r)   buying, selling, hiring, letting and dealing in conveyances of any sort;
      and

(s)   employing, providing, hiring out and acting as agent for artists, actors,
      entertainers of all sorts, authors, composers, producers, engineers and
      experts or specialists of any kind.

(t)   to acquire by purchase or otherwise hold, sell, dispose of and deal in
      real property situated outside Bermuda and in personal property of all
      kinds wheresoever situated.

(u)   to enter into any guarantee, contract of indemnity or suretyship and to
      assure, support or secure with or without consideration or benefit the
      performance of any obligations of any person or persons and to guarantee
      the fidelity of individuals filling or about to fill situations of trust
      or confidence.

                                       12
<PAGE>

                                    BYE-LAWS
                                   (Restated)

                                       OF

                         APT SATELLITE HOLDINGS LIMITED

   (Adopted by written resolution of the members passed on 3rd December, 1996
                         and amended on 20th May, 2004)

                                       13
<PAGE>

                                      INDEX
<TABLE>
<CAPTION>
SUBJECT                                                                              Bye-Law No.
-------                                                                              -----------
<S>                                                                                  <C>
Interpretation .................................................................          1-2
Share Capital ..................................................................            3
Alteration Of Capital ..........................................................          4-7
Share Rights ...................................................................          8-9
Variation Of Rights ............................................................        10-11
Shares .........................................................................        12-15
Share Certificates .............................................................        16-21
Lien ...........................................................................        22-24
Calls On Shares ................................................................        25-33
Forfeiture Of Shares ...........................................................        34-42
Register Of Members ............................................................        43-44
Record Dates ...................................................................           45
Transfer Of Shares .............................................................        46-51
Transmission Of Shares .........................................................        52-54
Untraceable Members ............................................................           55
General Meetings ...............................................................        56-58
Notice Of General Meetings .....................................................        59-60
Proceedings At General Meetings ................................................        61-65
Voting .........................................................................        66-77
Proxies ........................................................................        78-83
Corporations Acting By Representatives .........................................           84
Written Resolutions Of Members .................................................           85
Board Of Directors .............................................................           86
Retirement Of Directors ........................................................        87-88
Disqualification Of Directors ..................................................      89A-89B
Executive Directors ............................................................        90-91
Alternate Directors ............................................................        92-95
Directors Fees And Expenses ....................................................        96-99
Directors Interests ............................................................      100-103
General Powers Of The Directors ................................................      104-109
Borrowing Powers ...............................................................      110-113
Proceedings Of The Directors ...................................................      114-123
Managers .......................................................................      124-126
Officers .......................................................................      127-131
Register Of Directors and Officers .............................................          132
Minutes ........................................................................          133
Seal ...........................................................................          134
Authentication Of Documents ....................................................          135
Destruction Of Documents .......................................................          136
Dividends And Other Payments ...................................................      137-146
Reserves .......................................................................          147
Capitalisation .................................................................      148-149
Subscription Rights Reserve ....................................................          150
Accounting Records .............................................................      151-153
Audit ..........................................................................      154-159
Notices ........................................................................      160-162
Signatures .....................................................................          163
Winding Up .....................................................................      164-165
Indemnity ......................................................................          166
Alteration Of Bye-laws And Amendment To
  Memorandum of Association And Name of Company ................................          167
Information ....................................................................          168
</TABLE>

                                       14
<PAGE>

                                 INTERPRETATION

1. In these Bye-laws, unless the context otherwise requires, the words and
phrases standing in the first column of the following table shall bear the
meanings set opposite them respectively in the second column.

<TABLE>
<CAPTION>
WORD/PHRASE                            MEANING
-----------                            -------
<S>                       <C>
"Act"                     the Companies Act 1981 of Bermuda

"associate"               shall have the meaning attributed to it in the
                          rules of the Designated Stock Exchange

"Auditor"                 the auditor of the Company for the time being
                          and may include any individual or partnership

"Bye-laws"                these Bye-laws in their present form or as
                          supplemented or amended or substituted from
                          time to time

"Board" or                the board of directors of the Company or (as
"Directors"               the context may require) the directors present
                          and entitled to vote at a meeting of directors
                          of the Company at which a quorum is present

"capital"                 the share capital from time to time of the Company

"clear days"              in relation to the period of a notice that period
                          excluding the day on which the notice is given or
                          deemed to be given and the day on which it is to take
                          effect or is deemed to take effect

"clearing house"          a clearing house recognised by the laws of the
                          jurisdiction in which the shares of the Company are
                          listed or quoted on a stock exchange in such
                          jurisdiction

"Company"                 APT Satellite Holdings Limited, being the
                          company in respect of which these Bye-laws have
                          been approved and adopted

"competent                a competent regulatory authority in the
regulatory authority"     territory where the shares of the Company are
                          listed or quoted on a stock exchange in such
                          territory

"debenture" and           include debenture stock and debenture stockholder
"debenture holder"        respectively

                          a stock exchange which is an appointed stock
"Designated Stock         exchange for the purposes of the Act in respect
Exchange"                 of which the shares of the Company are listed
                          or quoted and where such appointed stock
                          exchange deems such listing or quotation to be
                          the primary listing or quotation of the shares
                          of the Company

"dollars" and "$"         Hong Kong dollars, the legal currency of Hong
                          Kong

"head office"             such office of the Company as the Directors may
                          from time to time determine to be the principal
                          office of the Company

"Member"                  a duly registered holder from time to time of
                          the shares in the capital of the Company

"month"                   a calendar month

"appointed                shall have the meaning as defined in the Act
newspaper"
</TABLE>

*As amended by written resolution of members passed on 20 May 2004

<TABLE>
<S>                       <C>
"Newspaper"               in relation to any newspaper circulating in the
                          territory where the shares of
</TABLE>

                                       15
<PAGE>

<TABLE>
<S>                       <C>
                          the Company are listed or quoted on a stock
                          exchange in such territory, shall mean a
                          newspaper published daily and circulating
                          generally in such territory and specified for
                          this purpose by the stock exchange in such
                          territory

"Notice"                  written notice unless otherwise specifically
                          stated and as further defined in these Bye-laws

"Office"                  the registered office of the Company for the
                          time being, which shall be at such place in
                          Bermuda as the Board shall from time to time
                          determine

"paid up"                 paid up or credited as paid up

"Register"                the principal register and where applicable,
                          any branch register of Members of the Company
                          to be kept pursuant to the provisions of the
                          Statutes

"Registration             in respect of any class of share capital, such
 Office"                  place as the Board may from time to time
                          determine to keep a branch register of Members in
                          respect of that class of share capital and where
                          (except in cases where the Board otherwise directs)
                          the transfers or other documents of title for such
                          class of share capital are to be lodged for
                          registration and are to be registered

"Seal"                    the common seal or any one or more duplicate
                          seals of the Company (including a securities
                          seal) for use in Bermuda or in any place
                          outside Bermuda

"Secretary"               any person, firm or corporation appointed by
                          the Board to perform any of the duties of
                          secretary of the Company and includes any
                          assistant, deputy, temporary or acting
                          secretary

"Statutes"                the Act and every other act of the Legislature
                          of Bermuda for the time being in force applying
                          to or affecting the Company, its memorandum of
                          association and/or these Bye-laws

"Year"                    a calendar year.
</TABLE>

2. In these Bye-laws, unless there is something within the subject or context
inconsistent with such construction:

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

      (b)   words importing a gender include both gender and the neuter;

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

      (d)   the words:

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

            (ii)  "shall" or "will" shall be construed as imperative;

      (e)   expressions referring to writing shall, unless the contrary
            intention appears, be construed as including printing, lithography,
            photography and every other mode of representing words in a visible
            form;

      (f)   references to any act, ordinance, statue or statutory provision
            shall be interpreted as relating to any statutory modification or
            re-enactment thereof for the time being in force;

      (g)   save as aforesaid words and expressions defined in the Statutes
            shall bear the same meanings in these Bye-laws if not inconsistent
            with the subject in the context save that "company" shall where the
            context permits include any company incorporated in Bermuda or
            elsewhere;

      (h)   a resolution shall be a special resolution when it has been passed
            by a majority of not less than

                                       16
<PAGE>

            three-fourths of votes cast by such Members as, being entitled so to
            do vote in person or, in the case of such Members as are
            corporations, by their respective duly authorised representative or,
            where proxies are allowed, by proxy at a general meeting of which
            not less than twenty-one (21) clear days' Notice, specifying
            (without prejudice to the power contained in these Bye-laws to amend
            the same) the intention to propose the resolution as a special
            resolution, has been duly given. Provided that, except in the case
            of an annual general meeting, if it is so agreed by a majority in
            number of the Members having the right to attend and vote at any
            such meeting, being a majority together holding not less than
            ninety-five (95) per cent. in nominal value of the shares giving
            that right and in the case of an annual general meeting, if it is so
            agreed by all Members entitled to attend and vote thereat, a
            resolution may be proposed and passed as a special resolution at a
            meeting of which less than twenty-one (21) clear days' Notice has
            been given;

      (i)   a resolution shall be an ordinary resolution when it has been passed
            by a simple majority of votes cast by such Members as, being
            entitled so to do, vote in person or, in the case of any Member
            being a corporation, by its duly authorised representative or, where
            proxies are allowed, by proxy at a general meeting of which not less
            than fourteen (14) clear days' Notice has been duly given;

      (j)   a special resolution shall be effective for any purpose for which an
            ordinary resolution is expressed to be required under any provision
            of these Bye-laws or the Statutes.

                                  SHARE CAPITAL

3.    (1) The authorised share capital of the Company at the date on which these
Bye-laws come into effect is $100,000,000 divided into 1,000,000,000 shares of a
par value of $0.10 each.

      (2) Subject to the Act, the Company's memorandum of association and, where
applicable, the rules of any Designated Stock Exchange and/or any competent
regulatory authority, any power of the Company to purchase or otherwise acquire
its own shares (including its redeemable shares) and warrants or other
securities shall be exercisable by the Board upon such terms and subject to such
conditions as it thinks fit.

      (3) Neither the Company nor any of its subsidiaries shall directly or
indirectly give financial assistance to a person who is acquiring or proposing
to acquire shares in the Company for the purpose of that acquisition whether
before or at the same time as the acquisition takes place or afterwards PROVIDED
that nothing in this Bye-law shall prohibit transactions permitted by the Act.

                              ALTERATION OF CAPITAL

4. The Company in general meeting may from time to time by ordinary resolution
in accordance with Section 45 of the Act:

      (a)   whether or not all the shares for the time being authorised shall
            have been issued and whether or not all the shares for the time
            being issued shall have been fully paid up, increase its capital by
            such sum, to be divided into shares of such amounts and in such
            currency as the resolution shall prescribe;

      (b)   consolidate and divide all or any of its capital into shares of
            larger amount than its existing shares;

      (c)   divide its shares into several classes and without prejudice to any
            special rights previously conferred on the holders of existing
            shares attach thereto respectively any preferential, deferred,
            qualified or special rights, privileges conditions or such
            restrictions which in the absence of any such determination by the
            Company in general meeting, as the Directors may determine provided
            always that where the Company issues shares which do not carry
            voting rights, the words "non-voting" shall appear in the
            designation of such shares and where the equity capital includes
            shares with different voting rights, the designation of each class
            of shares, other than those with the most favourable voting rights,
            must include the words "restricted voting" or "limited voting";

      (d)   sub-divide its shares, or any of them, into shares of smaller amount
            than is fixed by the memorandum of association (subject,
            nevertheless, to the Act), and may by such resolution determine
            that, as between the holders of the shares resulting from such
            sub-division, one or more of the shares may have any such preferred
            rights or be subject to any such restrictions as compared with the
            other or others as the Company has power to attach to unissued or
            new shares;

                                       17
<PAGE>

       (e)    change the currency denomination of its share capital;

       (f)    make provision for the issue and allotment of shares which do not
              carry any voting rights; and

       (g)    cancel any shares which, at the date of the passing of the
              resolution, have not been taken, or agreed to be taken, by any
              person, and diminish the amount of its capital by the amount of
              the shares so cancelled.

5. The Board may settle as it considers expedient any difficulty which arises in
relation to any consolidation and division under the last preceding Bye-law and
in particular but without prejudice to the generality of the foregoing may issue
certificates in respect of fractions of shares or arrange for the sale of the
shares representing fractions and the distribution of the net proceeds of sale
(after deduction of the expenses of such sale) in due proportion amongst the
Members who would have been entitled to the fractions, and for this purpose the
Board may authorise some person to transfer the shares representing fractions to
their purchaser or resolve that such net proceeds be paid to the Company for the
Company's benefit. Such purchaser will not be bound to see to the application of
the purchase money nor will his title to the shares be affected by any
irregularity or invalidity in the proceedings relating to the sale.

6. The Company may from time to time by special resolution, subject to any
confirmation or consent required by law, reduce its authorised or issued share
capital or any share premium account or other undistributable reserve in any
manner permitted by law.

7. Except so far as otherwise provided by the conditions of issue, or by these
Bye-laws, any capital raised by the creation of new shares shall be treated as
if it formed part of the original capital of the Company, and such shares shall
be subject to the provisions contained in these Bye-laws with reference to the
payment of calls and instalments, transfer and transmission, forfeiture, lien,
cancellation, surrender, voting and otherwise.

                                  SHARE RIGHTS

8. Subject to any special rights conferred on the holders of any shares or class
of shares, any share in the Company (whether forming part of the present capital
or not) may be issued with or have attached thereto such rights or restrictions
whether in regard to dividend, voting, return of capital, distribution of assets
or otherwise as the Company may by ordinary resolution determine or, if there
has not been any such determination or so far as the same shall not make
specific provision, as the Board may determine.

9. Subject to Sections 42 and 43 of the Act, any preference shares may be issued
or converted into shares that at a determinable date or at the option of the
Company or the holder if so authorised by its memorandum of association, are
liable to be redeemed on such terms and in such manner as the Company before the
issue or conversion may by ordinary resolution of the Members determine.

                               VARIATION OF RIGHTS

10. Subject to the Act and without prejudice to Bye-law 8, all or any of the
special rights for the time being attached to the shares or any class of shares
may, unless otherwise provided by the terms of issue of the shares of that
class, from time to time (whether or not the Company is being wound up) be
varied, modified or abrogated either with the consent in writing of the holders
of not less that three-fourths of the issued shares of that class or with the
sanction of a special resolution passed at a separate general meeting of the
holders of the shares of that class. To every such separate general meeting all
the provisions of these Bye-laws relating to general meetings of the Company
shall, mutatis mutandis, apply, but so that:

      (a)   the necessary quorum (other than at an adjourned meeting) shall be
            at least two persons holding or representing by proxy or authorised
            representative not less than one-third in nominal value of the
            issued shares of that class and at any adjourned meeting of such
            holders, two holders present in person or by proxy (whatever the
            number of shares held by them) shall be a quorum;

      (b)   every holder of shares of the class shall be entitled on a poll to
            one vote for every such share held by him; and

      (c)   any holder of shares of the class present in person or by proxy or
            authorised representative may

                                       18
<PAGE>

            demand a poll.

11. The special rights conferred upon the holders of any shares or class of
shares shall not, unless otherwise expressly provided in the rights attaching to
or the terms of issue of such shares, be deemed to be varied, modified or
abrogated by the creation or issue of further shares ranking pari passu
therewith.

                                     SHARES

12. (1) Subject to the Statutes, these Bye-laws and, where applicable, the rules
of any Designated Stock Exchange and without prejudice to any special rights or
restrictions for the time being attached to any shares or any class of shares,
the unissued shares of the Company (whether forming part of the original or any
increased capital) shall be at the disposal of the Board, which may offer,
allot, grant options over or otherwise dispose of them to such persons, at such
times and for such consideration and upon such terms and conditions as the Board
may in its absolute discretion determine but so that no shares shall be issued
at a discount. The Directors shall, as regards any offer or allotment of shares,
comply with the provisions of the Act, if and so far as such provisions may be
applicable thereto. Neither the Company nor the Board shall be obliged, when
making or granting any allotment of, offer of, option over or disposal of
shares, to make, or make available, any such allotment offer, option or shares
to Members or others with registered addresses in any particular territory or
territories being a territory or territories where, in the absence of a
registration statement or other special formalities, this would or might, in the
opinion of the Board, be unlawful or impracticable. Members affected as a result
of the foregoing sentence shall not be, or be deemed to be, a separate class of
Members for any purpose whatsoever.

      (2) The Board may issue warrants conferring the right upon the holders
thereof to subscribe for any class of shares or securities in the capital of the
Company on such terms as it may from time to time determine.

      (3) The Company may by ordinary resolution, before the issue of any new
shares, determine that the same, or any of them, shall be offered in the first
instance, and either at par or at a premium, to all the existing holders of any
class of shares in proportion as nearly as may be to the number of shares of
such class held by them respectively, or make any other provisions as to the
issue and allotment of such shares, but in default of any such determination or
so far as the same shall not extend, such shares may be dealt with as if they
formed part of the capital of the Company existing prior to the issue of the
same.

13. The Company may in connection with the issue of any shares exercise all
powers of paying commission and brokerage conferred or permitted by the Act.
Subject to the Act, the commission may be satisfied by the payment of cash or by
the allotment of fully or partly paid shares or partly in one way and partly in
the other.

14. Except as required by law or as ordered by a court of competent
jurisdiction, no person shall be recognised by the Company as holding any share
upon any trust and the Company shall not be bound by or required in any way to
recognise (even when having notice thereof) any equitable, contingent, future or
partial interest in any share or any fractional part of a share or (except only
as otherwise provided by these Bye-laws or by law) any other rights in respect
of any share except an absolute right to the entirety thereof in the registered
holder.

15. Subject to the Act and these Bye-laws, the Board may at any time after the
allotment of shares but before any person has been entered in the Register as
the holder, recognise a renunciation thereof by the allottee in favour of some
other person and may accord to any allottee of a share a right to effect such
renunciation upon and subject to such terms and conditions as the Board
considers fit to impose.

                               SHARE CERTIFICATES

16. Every share certificate shall be issued under the Seal or a facsimile
thereof and shall specify the number and class and distinguishing numbers (if
any) of the shares to which it relates, and the amount paid up thereon and may
otherwise be in such form as the Directors may from time to time determine. No
certificate shall be issued representing shares of more than one class. The
Board may by resolution determine, either generally or in any particular case or
cases, that any signatures on any such certificates (or certificates in respect
of other securities) need not be autographic but may be affixed to such
certificate by some mechanical means or may be printed thereon or that such
certificates need not be signed by any person.

17. (1) In the case of a share held jointly by several persons, the Company
shall not be bound to register

                                       19
<PAGE>

more than four persons as joint holders of the share nor issue more than one
certificate therefor, and delivery of a certificate to one of several joint
holders shall be sufficient delivery to all such holders.

      (2) Where a share stands in the names of two or more persons the person
first named in the Register shall as regards service of notices and, subject to
the provisions of these Bye-laws, all or any other matters connected with the
Company, except the transfer of the share, be deemed the sole holder thereof.

18. Every person whose name is entered, upon an allotment of shares, as a Member
in the Register shall be entitled, without payment, to receive one certificate
for all such shares of any one class or, if he shall so request, several
certificates each for one or more of such shares of such class upon payment for
every certificate after the first of a sum equal to the relevant maximum amount
as the Designated Stock Exchange may from time to time determine or such lesser
sum as the Board from time to time determines.

19. Share certificates shall be issued within the relevant time limit as
prescribed in the Act or as the Designated Stock Exchange may from time to time
determine, whichever is the shorter, after allotment or, except in the case of a
transfer which the Company is for the time being entitled to refuse to register
and does not register, after lodgment of a transfer with the Company.

20. (1) Upon every transfer of shares the certificate held by the transferor
shall be given up to be cancelled, and shall forthwith be cancelled accordingly,
and a new certificate shall be issued to the transferee in respect of the shares
transferred to him at such fee as is provided in paragraph (2) of this Bye-law.
If any of the shares included in the certificate so given up shall be retained
by the transferor a new certificate for the balance shall be issued to him at
the aforesaid fee payable by the transferor to the Company in respect thereof.

      (2) The fee referred to in paragraph (1) above shall be an amount not
exceeding the relevant maximum amount as the Designated Stock Exchange may from
time to time determine provided that the Board may at any time determine a lower
amount for such fee.

21. If a share certificate shall be damaged or defaced or alleged to have been
lost, stolen or destroyed a new certificate representing the same shares may be
issued to the relevant Member upon request and on payment of such fee as the
Designated Stock Exchange may determine to be the maximum fee payable or such
lesser sum as the Board may determine and, subject to compliance with such terms
(if any) as to evidence and indemnity and to payment of the costs and reasonable
out-of-pocket expenses of the Company in investigating such evidence and
preparing such indemnity as the Board may think fit and, in case of damage or
defacement, on delivery of the old certificate to the Company provided always
that where share warrants have been issued, no new share warrant shall be issued
to replace one that has been lost unless the Directors are satisfied beyond
reasonable doubt that the original has been destroyed.

                                      LIEN

22. The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of that share. The Company shall also have a
first and paramount lien on every share (not being a fully paid share)
registered in the name of a Member (whether or not jointly with other Members)
for all amounts of money presently payable by such Member or his estate to the
Company whether the same shall have been incurred before or after notice to the
Company of any equitable or other interest of any person other than such member,
and whether the period for the payment or discharge of the same shall have
actually arrived or not, and notwithstanding that the same are joint debts or
liabilities of such member or his estate and any other person, whether a member
of the Company or not. The Company's lien on a share shall extend to all
dividends or other moneys payable thereon or in respect thereof. The Board may
at any time, generally or in any particular case, waive any lien that has arisen
or declare any share exempt in whole or in part, from the provisions of this
Bye-law.

23. Subject to these Bye-laws, the Company may sell in such manner as the Board
determines any share on which the Company has a lien, but no sale shall be made
unless some sum in respect of which the lien exists is presently payable, or the
liability or engagement in respect of which such lien exists is liable to be
presently fulfilled or discharged nor until the expiration of fourteen clear
days after a notice in writing, stating and demanding payment of the sum
presently payable, or specifying the liability or engagement and demanding
fulfillment or discharge thereof and giving notice of the intention to sell in
default, has been served on the registered holder for the time being of the
share or the person entitled thereto by reason of his death or bankruptcy or
winding up.

24. The net proceeds of the sale shall be received by the Company and applied in
or towards payment or

                                       20
<PAGE>

discharge of the debt or liability in respect of which the lien exists, so far
as the same is presently payable, and any residue shall (subject to a like lien
for debts or liabilities not presently payable as existed upon the share prior
to the sale) be paid to the person entitled to the share at the time of the
sale. To give effect to any such sale the Board may authorise some person to
transfer the shares sold to the purchaser thereof. The purchaser shall be
registered as the holder of the shares so transferred and he shall not be bound
to see to the application of the purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings relating
to the sale.

                                 CALLS ON SHARES

25. (1) Subject to these Bye-laws and to the terms of allotment, the Board may
from time to time make calls upon the Members in respect of any moneys unpaid on
their shares (whether on account of the nominal value of the shares or by way of
premium), and each Member shall (subject to being given at least fourteen (14)
clear days' Notice specifying the time and place of payment) pay to the Company
as required by such notice the amount called on his shares. A call may be
extended, postponed or revoked in whole or in part as the Board determines but
no member shall be entitled to any such extension, postponement or revocation
except as a matter of grace and favour.

      (2) In addition to the giving of notice in accordance with Bye-law 25(1),
notice of the person appointed to receive payment of every call and of the times
and places appointed for payment may be given to the Members by notice to be
inserted in the Newspapers.

26. A call shall be deemed to have been made at the time when the resolution of
the Board authorising the call was passed and may be made payable either in one
lump sum or by instalments.

27. A person upon whom a call is made shall remain liable for calls made upon
him notwithstanding the subsequent transfer of the shares in respect of which
the call was made. The joint holders of a share shall be jointly and severally
liable to pay all calls and instalments due in respect thereof or other moneys
due in respect thereof.

28. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the amount unpaid from the day appointed for payment thereof to the
time of actual payment at such rate (not exceeding twenty per cent. (20%) per
annum) as the Board may agree to accept, but the Board may in its absolute
discretion waive payment of such interest wholly or in part.

29. No Member shall be entitled to receive any dividend or bonus or to be
present and vote (save as proxy for another Member) at any general meeting
either personally or by proxy or authorised representative, or be reckoned in a
quorum, or exercise any other privilege as a Member until all calls or
instalments due by him to the Company, whether alone or jointly with any other
person, together with interest and expenses (if any) shall have been paid.

30. On the trial or hearing of any action or other proceedings for the recovery
of any money due for any call, it shall be sufficient to prove that the name of
the Member sued is entered in the Register as the holder, or one of the holders,
of the shares in respect of which such debt accrued, that the resolution making
the call is duly recorded in the minute book, and that notice of such call was
duly given to the Member sued, in pursuance of these Bye-laws; and it shall not
be necessary to prove the appointment of the Directors who made such call, nor
any other matters whatsoever, but the proof of the matters aforesaid shall be
conclusive evidence of the debt.

31. Any amount payable in respect of a share upon allotment or at any fixed
date, whether in respect of nominal value or premium or as an instalment of a
call, shall be deemed to be a call duly made and payable on the date fixed for
payment and if it is not paid the provisions of these Bye-laws shall apply as if
that amount had become due and payable by virtue of a call duly made and
notified.

32. On the issue of shares the Board may differentiate between the allottees or
holders as to the amount of calls to be paid and the times of payment.

33. The Board may receive from any Member willing to advance the same, and
either in money or money's worth, all or any part of the moneys uncalled and
unpaid or instalments payable upon any shares held by him and upon all or any of
the moneys so advanced (until the same would, but for such advance, become
presently payable) pay interest at such rate (if any) not exceeding twenty per
cent. (20%) per annum as the Board may decide. The Board may at any time repay
the amount so advanced upon giving to such Member not less than one

                                       21
<PAGE>

month's Notice of its intention in that behalf, unless before the expiration of
such notice the amount so advanced shall have been called up on the shares in
respect of which it was advanced. Such payment in advance shall not entitle the
holder of such share or shares to participate in respect thereof in a dividend
subsequently declared or to exercise any other rights or privileges as a Member
in respect of the share or the due portion of the shares upon which payment has
been advanced by such Member before it is called up.

                              FORFEITURE OF SHARES

34. (1) If a call remains unpaid after it has become due and payable the Board
may give to the person from whom it is due not less than fourteen (14) clear
days' Notice:

      (a)   requiring payment of the amount unpaid together with any interest
            which may have accrued and which may still accrue up to the date of
            actual payment; and

      (b)   stating that if the Notice, which shall name a further day (not
            earlier than the expiration of fourteen days from the date of
            Notice) on or before which the payment required by the Notice is to
            be made, is not complied with the shares on which the call was made
            will be liable to be forfeited.

      (2) If the requirements of any such Notice are not complied with, any
share in respect of which such Notice has been given may at any time thereafter,
before payment of all calls and interest due in respect thereof has been made,
be forfeited by a resolution of the Board to that effect, and such forfeiture
shall include all dividends and bonuses declared in respect of the forfeited
share but not actually paid before the forfeiture.

35. When any share has been forfeited, Notice of the forfeiture shall be served
upon the person who was before forfeiture the holder of the share. No forfeiture
shall be invalidated by any omission or neglect to give such Notice.

36. The Board may accept the surrender of any share liable to be forfeited
hereunder and, in such case, references in these Bye-laws to forfeiture will
include surrender.

37. Until cancelled in accordance with the requirements of the Act, a forfeited
share shall be the property of the Company and may be sold, re-allotted or
otherwise disposed of to such person, upon such terms and in such manner as the
Board determines, and at any time before a sale, re-allotment or disposition the
forfeiture may be annulled by the Board on such terms as the Board determines.

38. A person whose shares have been forfeited shall cease to be a Member in
respect of the forfeited share but nevertheless shall remain liable to pay the
Company all moneys which at the date of forfeiture were presently payable by him
to the Company in respect of the share, with (if the Directors shall in their
discretion so require) interest thereon from the date of forfeiture until
payment at such rate (not exceeding twenty per cent. (20%) per annum) as the
Board determines. The Board may enforce payment thereof if it thinks fit, and
without any deduction or allowance for the value of the forfeited share, at the
date of forfeiture, but his liability shall cease if and when the Company shall
have received payment in full of all such moneys in respect of the shares. For
the purposes of this Bye-law any sum which, by the terms of issue of a share, is
payable thereon at a fixed time which is subsequent to the date of forfeiture,
whether on account of the nominal value of the share or by way of premium, shall
notwithstanding that time has not yet arrived be deemed to be payable at the
date of forfeiture, and the same shall become due and payable immediately upon
the forfeiture, but interest thereon shall only be payable in respect of any
period between the said fixed time and the date of actual payment.

39. A declaration in writing by a Director or the Secretary that a share has
been forfeited or surrendered on a specified date shall be conclusive evidence
of the facts therein stated as against all persons claiming to be entitled to
the share, and such declaration shall (subject to the execution of an instrument
of transfer by the Company if necessary) constitute a good title to the share,
and the person to whom the share is disposed of shall be registered as the
holder of the share and shall not be bound to see to the application of the
consideration (if any), nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the forfeiture,
re-allotment sale or disposal of the share. When any share shall have been
forfeited, notice of the declaration shall be given to the Member in whose name
it stood immediately prior to the forfeiture, and an entry of the forfeiture,
with the date thereof, shall forthwith be made in the register, but no
forfeiture shall be in any manner invalidated by any omission or neglect to give
such notice or make any such entry.

40. Notwithstanding any such forfeiture as aforesaid the Board may at any time,
before any shares so forfeited shall have been sold, re-allotted or otherwise
disposed of, permit the shares forfeited to be bought back upon the terms of
payment of all calls and interest due upon and expenses incurred in respect of
the share, and

                                       22
<PAGE>

upon such further terms (if any) as it thinks fit.

41. The forfeiture of a share shall not prejudice the right of the Company to
any call already made or instalment payable thereon.

42.   (1) The provisions of these Bye-laws as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the nominal value of the share or
by way of premium, as if the same had been payable by virtue of a call duly made
and notified.

      (2) In the event of a forfeiture of shares the shareholder shall be bound
to deliver and shall forthwith deliver to the Company the certificate or
certificates held by him for the shares so forfeited and in any event the
certificates representing shares so forfeited shall be void and deemed to be
cancelled.

                               REGISTER OF MEMBERS

43.    (1) The Company shall keep in one or more books a Register of its Members
and shall enter therein the following particulars, that is to say:

      (a)   the name and address of each Member, the number and class of shares
            held by him 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; and

      (c)   the date on which any person ceased to be a Member.

      (2) Subject to the Act, the Company may establish and maintain an overseas
or local or other branch register of Members in any place as the Board thinks
fit, and the Board may make and vary such regulations as it determines in
respect of the keeping of any such register, the transfer of shares to, on or
from any such register, maintaining a Registration Office in connection
therewith and the production and furnishing of copies of or extracts from such
register.

44. Except where the register is closed in accordance with the Act, the Register
and branch register of Members, as the case may be, shall be open to inspection
during business hours on every business day by Members without charge or by any
other person, upon a maximum payment of five Bermuda dollars, at the Office or
such other place in Bermuda at which the Register is kept in accordance with the
Act or, if appropriate, upon a maximum payment of ten dollars at the
Registration Office. The Register including any overseas or local or other
branch register of Members may, after notice has been given by advertisement in
an appointed newspaper and where applicable, the Newspapers in accordance with
the requirements of any Designated Stock Exchange to that effect, be closed a
such times or for such periods not exceeding in the whole thirty (30) days in
each year as the Board may determine and either generally or in respect of any
class of shares.

                                  RECORD DATES

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

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

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

                               TRANSFER OF SHARES

46. Subject to these Bye-laws, any Member may transfer all or any of his shares
by an instrument of transfer in the usual or common form or in any other form
approved by the Board and which may be under hand or, if the transferor or
transferee is a clearing house or its nominee(s), by hand or by machine
imprinted signature or by such other manner of execution as the Board may
approve from time to time.

                                       23
<PAGE>

47. The instrument of transfer shall be executed by or on behalf of the
transferor and the transferee provided that the Board may dispense with the
execution of the instrument of transfer by the transferee in any case which it
thinks fit in its discretion to do so. Without prejudice to Bye-law 46, the
Board may also resolve, either generally or in any particular case, upon request
by either the transferor or transferee, to accept mechanically executed
transfers. The transferor shall be deemed to remain the holder of the share
until the name of the transferee is entered in the Register in respect thereof.
Nothing in these Bye-laws shall preclude the Board from recognising a
renunciation of the allotment or provisional allotment of any share by the
allottee in favour of some other person.

48. (1) The Board may, in its absolute discretion, and without giving any reason
therefor, refuse to register a transfer of any share (not being a fully paid up
share) to a person of whom it does not approve, or any share issued under any
share incentive scheme for employees upon which a restriction on transfer
imposed thereby still subsists, and it may also, without prejudice to the
foregoing generality, refuse to register a transfer of any share (whether fully
paid or not) to more than four (4) joint holders or a transfer of any share (not
being a fully paid up share) on which the Company has a lien.

      (2) No transfer shall be made to an infant or to a person of unsound mind
or under other legal disability.

      (3) The Board in so far as permitted by any applicable law may, in its
absolute discretion, at any time and from time to time transfer any share upon
the Register to any branch register or any share on any branch register to the
Register or any other branch register. In the event of any such transfer, the
Member requesting such transfer shall bear the cost of effecting the transfer
unless the Board otherwise determines.

      (4) Unless the Board otherwise agrees (which agreement may be on such
terms and subject to such conditions as the Board in its absolute discretion may
from time to time determine, and which agreement it shall, without giving any
reason therefor be entitled in its absolute discretion to give or withhold), no
shares on the Register shall be transferred to any branch register nor shall
shares on any branch register be transferred to the Register or any other branch
register and all transfers and other documents of title shall be lodged for
registration, and registered, in the case of any shares on a branch register, at
the relevant Registration Office, and, in the case of any shares on the
Register, at the Office or such other place in Bermuda at which the Register is
kept in accordance with the Act.

49. Without limiting the generality of the last preceding Bye-law, the Board may
decline to recognise any instrument of transfer unless:-

      (a)   a fee of such maximum sum as the Designated Stock Exchange may
            determine to be payable or such lesser sum as the Board may from
            time to time require is paid to the Company in respect thereof;

      (b)   the instrument of transfer is in respect of only one class of
            shares;

      (c)   the instrument of transfer is lodged at the Office or such other
            place in Bermuda at which the Register is kept in accordance with
            the Act or the Registration Office (as the case may be) accompanied
            by the relevant share certificate(s) and such other evidence as the
            Board may reasonably require to show the right of the transferor to
            make the transfer (and, if the instrument of transfer is executed by
            some other person on his behalf, the authority of that person so to
            do); and

      (d)   if applicable, the instrument of transfer is duly and properly
            stamped.

50. If the Board refuses to register a transfer of any share, it shall, within
two (2) months after the date on which the transfer was lodged with the Company,
send to each of the transferor and transferee notice of the refusal.

51. The registration of transfers of shares or of any class of shares may, after
notice has been given by advertisement in an appointed newspaper and in the
Newspapers in accordance with the requirements of any Designated Stock Exchange
to that effect be suspended and the register be closed at such times and for
such periods (not exceeding in the whole thirty (30) days in any year) as the
Board may determine.

                             TRANSMISSION OF SHARES

                                       24
<PAGE>

52. If a Member dies, the survivor or survivors where the deceased was a joint
holder, and his legal personal representatives where he was a sole or only
surviving holder, will be the only persons recognised by the Company as having
any title to his interest in the shares; but nothing in this Bye-law will
release the estate of a deceased Member (whether sole or joint) from any
liability in respect of any share which had been solely or jointly held by him.

53. Subject to Section 52 of the Act, any person becoming entitled to a share in
consequence of the death or bankruptcy or winding-up of a Member may, upon such
evidence as to his title being produced as may be required by the Board, elect
either to become the registered holder of the share or to have some person
nominated by him registered as the transferee thereof. If he elects to become
the registered holder he shall notify the Company in writing either at the
Registration Office or Office as the case may be, to that effect. If he elects
to have another person registered he shall execute a transfer of the share in
favour of that person. The provisions of these Bye-laws relating to the transfer
and registration of transfers of shares shall apply to such Notice or transfer
as aforesaid as if the death or bankruptcy or winding up of the Member had not
occurred and the Notice or transfer were a transfer signed by such Member.

54. A person becoming entitled to a share by reason of the death or bankruptcy
or winding-up of a Member shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder of the
share. However, the Board may, if it thinks fit, withhold the payment of any
dividend payable or other advantages in respect of such share until such person
shall become the registered holder of the share or shall have effectually
transferred such share, but, subject to the requirements of Bye-law 75(2) being
met, such a person may vote at general meetings.

                               UNTRACEABLE MEMBERS

55.  (1) Without prejudice to the rights of the Company under paragraph (2) of
this Bye-law, the Company may cease sending cheques for dividend entitlements or
dividend warrants by post if such cheques or warrants have been left uncashed on
two consecutive occasions. However, the Company may exercise the power to cease
sending cheques for dividend entitlements or dividend warrants after the first
occasion on which such a cheque or warrant is returned undelivered.

      (2) The Company shall have the power to sell, in such manner as the Board
thinks fit, any shares of a Member who is untraceable, but no such sale shall be
made unless:

      (a)   all cheques or warrants in respect of dividends of the shares in
            question, being not less than three in total number, for any sum
            payable in cash to the holder of such shares in respect of them sent
            during the relevant period in the manner authorised by the Bye-laws
            of the Company have remained uncashed;

      (b)   so far as it is aware at the end of the relevant period, the Company
            has not at any time during the relevant period received any
            indication of the existence of the Member who is the holder of such
            shares or of a person entitled to such shares by death, bankruptcy
            or operation of law; and

      (c)   the Company, if so required by the rules governing the listing of
            shares on the Designated Stock Exchange, has given notice, and
            caused advertisement in the Newspapers in accordance with the
            requirements of the Designated Stock Exchange to be made, of its
            intention to sell such shares in the manner required by the
            Designated Stock Exchange, and a period of three (3) months or such
            shorter period as may be allowed by the Designated Stock Exchange
            has elapsed since the date of such advertisement.

      For the purpose of the foregoing, the "relevant period" means the period
commencing twelve years before the date of publication of the advertisement
referred to in paragraph (c) of this Bye-law and ending at the expiry of the
period referred to in that paragraph.

      (3) To give effect to any such sale the Board may authorise some person to
transfer the said shares and an instrument of transfer signed or otherwise
executed by or on behalf of such person shall be as effective as if it had been
executed by the registered holder or the person entitled by transmission to such
shares, and the purchaser shall not be bound to see to the application of the
purchase money nor shall his title to the shares be affected by any irregularity
or invalidity in the proceedings relating to the sale. The net proceeds of the
sale will belong to the Company and upon receipt by the Company of such net
proceeds it shall become indebted to the former Member for an amount equal to
such net proceeds. No trust shall be created in respect of such debt and

                                       25
<PAGE>

no interest shall be payable in respect of it and the Company shall not be
required to account for any money earned from the net proceeds which may be
employed in the business of the Company or as it thinks fit. Any sale under this
Bye-law shall be valid and effective notwithstanding that the Member holding the
shares sold is dead, bankrupt or otherwise under any legal disability or
incapacity.

                                GENERAL MEETINGS

56. An annual general meeting of the Company shall be held in each year other
than the year in which its statutory meeting is convened at such time (within a
period of not more than fifteen (15) months after the holding of the last
preceding annual general meeting unless a longer period would not infringe the
rules of the Designated Stock Exchange, if any) and place as may be determined
by the Board.

57. Each general meeting, other than an annual general meeting, shall be called
a special general meeting. General meetings may be held in any part of the world
as may be determined by the Board.

58. The Board may whenever it thinks fit call special general meetings, and
Members holding at the date of deposit of the requisition not less than
one-tenth of the paid up capital of the Company carrying the right of voting at
general meetings of the Company shall at all times have the right, by written
requisition to the Board or the Secretary of the Company, to require a special
general meeting to be called by the Board for the transaction of any business
specified in such requisition; and such meeting shall be held within two (2)
months after the deposit of such requisition. If within twenty-one (21) days of
such deposit the Board fails to proceed to convene such meeting the
requisitionists themselves may do so in accordance with the provisions of
Section 74(3) of the Act.

                           NOTICE OF GENERAL MEETINGS

59. (1) An annual general meeting and any special general meeting at which the
passing of a special resolution is to be considered shall be called by not less
than twenty-one (21) clear days' Notice. All other special general meetings may
be called by not less than fourteen (14) clear days' Notice but a general
meeting may be called by shorter notice if it is so agreed:

      (a)   in the case of a meeting called as an annual general meeting, by all
            the Members entitled to attend and vote thereat; and

      (b)   in the case of any other meeting, 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 ninety-five per cent. (95%)
            in nominal value of the issued shares giving that right.

      (2)   The notice shall specify the time and place of the meeting and, in
            case of special business, the general nature of the business. The
            notice convening an annual general meeting shall specify the meeting
            as such. Notice of every general meeting shall be given to all
            Members other than to such Members as, under the provisions of these
            Bye-laws or the terms of issue of the shares they hold, are not
            entitled to receive such notices from the Company, to all persons
            entitled to a share in consequence of the death or bankruptcy or
            winding-up of a Member and to each of the Directors and the Auditor.

60. The accidental omission to give Notice of a meeting or (in cases where
instruments of proxy are sent out with the Notice) to send such instrument of
proxy to, or the non-receipt of such Notice or such instrument of proxy by, any
person entitled to receive such Notice shall not invalidate any resolution
passed or the proceedings at that meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

61.  (1) All business shall be deemed special that is transacted at a special
general meeting, and also all business that is transacted at an annual general
meeting, with the exception of sanctioning dividends, the reading, considering
and adopting of the accounts and balance sheet and the reports of the Directors
and Auditor and other documents required to be annexed to the balance sheet, the
election of Directors and appointment of Auditor and other officers in the place
of those retiring, the determination of the remuneration of the Auditor and of
the Directors.

      (2) No business shall be transacted at any general meeting unless a quorum
is present at the

                                       26
<PAGE>

commencement of the business. Two (2) Members entitled to vote and present in
person or (in the case of a member being a corporation, by its duly authorised
representative) or by proxy shall form a quorum for all purposes.

      (3) Members may participate in any general meeting of the Company or class
meeting by means of a conference telephone or other communications equipment
through which all persons participating in the meeting can communicate with each
other simultaneously and instantaneously and, for the purpose of counting a
quorum, such participation shall constitute presence at a meeting as if those
participating were present in person.

62. If within thirty (30) minutes (or such longer time not exceeding one hour as
the chairman of the meeting may determine to wait) after the time appointed for
the meeting a quorum is not present, the meeting, if convened on the requisition
of Members, shall be dissolved. In any other case it shall stand adjourned to
the same day in the next week at the same time and place or to such time and
place as the Board may determine. If at such adjourned meeting a quorum is not
present within half an hour from the time appointed for holding the meeting, the
meeting shall be dissolved.

63. The chairman of the Company or deputy chairman shall preside as chairman at
every general meeting. If at any meeting the president or the chairman of the
Company or the deputy chairman, as the case may be, is not present within
fifteen (15) minutes after the time appointed for holding the meeting, or if
neither of them is willing to act as chairman, the Directors present shall
choose one of their number to act, or if one Director only is present he shall
preside as chairman if willing to act. If no Director is present, or if each of
the Directors present declines to take the chair, or if the chairman chosen
shall retire from the chair, the Members present and entitled to vote shall
elect one of their number to be chairman.

64. The chairman may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from time
to time and from place to place as the meeting shall determine, but no business
shall be transacted at any adjourned meeting other than the business which might
lawfully have been transacted at the meeting had the adjournment not taken
place. When a meeting is adjourned for fourteen (14) days or more, at least
seven (7) clear days' Notice of the adjourned meeting shall be given specifying
the time and place of the adjourned meeting but it shall not be necessary to
specify in such notice the nature of the business to be transacted at the
adjourned meeting and the general nature of the business to be transacted. Save
as aforesaid, it shall be unnecessary to give Notice of an adjournment.

65. If an amendment is proposed to any resolution under consideration but is in
good faith ruled out of order by the chairman of the meeting, the proceedings on
the substantive resolution shall not be invalidated by any error in such ruling.
In the case of a resolution duly proposed as a special resolution, no amendment
thereto (other than a mere clerical amendment to correct a patent error) may in
any event be considered or voted upon.

                                     VOTING

66. Subject to any special rights or restrictions as to voting for the time
being attached to any shares by or in accordance with these Bye-laws, at any
general meeting on a show of hands every Member present in person (or being a
corporation, is present by a representative duly authorised under Section 78 of
the Act) or by proxy, shall have one vote and on a poll every Member present in
person (or in the case of a Member being a corporation, by its duly authorised
representative) or by proxy shall have one vote for every share which is fully
paid or credited as fully paid of which he is the holder (but so that no amount
paid up or credited as paid up on a share in advance of calls or instalments is
treated for the purposes of this Bye-law as paid up on the share). A resolution
put to the vote of a general meeting shall be decided on a show of hands unless
(before or on the declaration of the result of the show of hands or on the
withdrawal of any other demand for a poll) a poll is demanded:

      (a)   by the chairman of such meeting; or

      (b)   by at least three Members present in person (or in the case of a
            Member being a corporation by its duly authorised representative) or
            by proxy for the time being entitled to vote at the meeting; or

      (c)   by a Member or Members present in person (or in the case of a Member
            being a corporation by its duly authorised representative) or by
            proxy and representing not less than one-tenth of the total voting
            rights of all Members having the right to vote at the meeting; or

      (d)   by a Member or Members present in person (or in the case of a Member
            being a corporation by its duly authorised representative) or by
            proxy and holding shares in the Company conferring a right to vote
            at the meeting being shares on which an aggregate sum has been paid
            up equal to not less

                                       27
<PAGE>

            than one-tenth of the total sum paid up on all shares conferring
            that right.

A demand by a person as proxy for a Member (or in the case of a Member being a
corporation by its duly authorised representative) shall be deemed to be the
same as a demand by the Member.

67. Unless a poll is duly demanded and the demand is not withdrawn, a
declaration by the chairman that a resolution has been carried, or carried
unanimously, or by a particular majority, or not carried by a particular
majority, or lost, and an entry to that effect made in the minute book of the
Company, shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded for or against the resolution.

68. If a poll is duly demanded the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded. There shall be no
requirement for the chairman to disclose the voting figures on a poll.

69. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken forthwith. A poll demanded on any other question
shall be taken in such manner (including the use of ballot or voting papers or
tickets) and either forthwith or at such time (being not later than thirty (30)
days after the date of the demand) and place as the chairman directs. It shall
not be necessary (unless the chairman otherwise directs) for notice to be given
of a poll not taken immediately.

70. The demand for a poll shall not prevent the continuance of a meeting or the
transaction of any business other than the question on which the poll has been
demanded, and, with the consent of the chairman, it may be withdrawn at any time
before the close of the meeting or the taking of the poll, whichever is the
earlier.

71. On a poll votes may be given either personally or by proxy.

72. A person entitled to more than one vote on a poll need not use all his votes
or cast all the votes he uses in the same way.

73. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of such meeting shall be entitled to a second or casting vote
in addition to any other vote he may have.

74. Where there are joint holders of any share any one of such joint holders may
vote, either in person or by proxy, in respect of such share as if he were
solely entitled thereto , but if more than one of such joint holders be present
at any meeting 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 in respect of the joint holding. Several
executors or administrators of a deceased Member in whose name any share stands
shall for the purposes of this Bye-law be deemed joint holders thereof.

75.   (1) A Member who is a patient for any purpose relating to mental health or
in respect of whom an order has been made by any court having jurisdiction for
the protection or management of the affairs of persons incapable of managing
their own affairs may vote, whether on a show of hands or on a poll, by his
receiver, committee, curator bonis or other person in the nature of a receiver,
committee or curator bonis appointed by such court, and such receiver,
committee, curator bonis or other person may vote on a poll by proxy, and may
otherwise act and be treated as such Member for the purposes of general
meetings, provided that such evidence as the Board may require of the authority
of the person claiming to vote shall have been deposited at the Office, head
office or Registration Office, as appropriate, not less than forty-eight (48)
hours before the time appointed for holding the meeting, or adjourned meeting or
poll, as the case may be.

      (2) Any person entitled under Bye-law 53 to be registered as the holder of
any shares may vote at any general meeting in respect thereof in the same manner
as if he were the registered holder of such shares, provided that forty-eight
(48) hours at least before the time of the holding of the meeting or adjourned
meting, as the case may be, at which he proposes to vote, he shall satisfy the
Board of his entitlement to such shares, or the Board shall have previously
admitted his right to vote at such meeting in respect thereof.

*76. (1) No Member shall, unless the Board otherwise determines, be entitled to
attend and vote and to be reckoned in a quorum at any general meeting unless he
is duly registered and all calls or other sums presently payable by him in
respect of shares in the Company have been paid.

*As amended by written resolution of members passed on 20 May 2004

      (2) Where the Company has knowledge that any Member is, under the rules of
the Designated Stock

                                       28
<PAGE>

Exchange, required to abstain from voting on any particular resolution of the
Company or restricted to voting only for or only against any particular
resolution of the Company any votes cast by or on behalf of such Member in
contravention of such requirement or restriction shall not be counted.

77. If:

      (a)   any objection shall be raised to the qualification of any voter; or

      (b)   any votes have been counted which ought not to have been counted or
            which might have been rejected; or

      (c)   any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or
adjourned meeting on any resolution unless the same is raised or pointed out at
the meeting or, as the case may be, the adjourned meeting at which the vote
objected to is given or tendered or at which the error occurs. Any objection or
error shall be referred to the chairman of the meeting and shall only vitiate
the decision of the meeting on any resolution if the chairman decides that the
same may have affected the decision of the meeting. The decision of the chairman
on such matters shall be final and conclusive.

                                     PROXIES

78. Any Member entitled to attend and vote at a meeting of the Company shall be
entitled to appoint another person as his proxy to attend and vote instead of
him. A Member who is the holder of two or more shares may appoint more than one
proxy to represent him and vote on his behalf at a general meeting of the
Company or at a class meeting. A proxy need not be a Member. In addition, a
proxy or proxies representing either a Member who is an individual or a Member
which is a corporation shall be entitled to exercise the same powers on behalf
of the Member which he or they represent as such Member could exercise.

79. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing or, if the appointor is
a corporation, either under its seal or under the hand of an officer, attorney
or other person authorised to sign the same. In the case of an instrument of
proxy purporting to be signed on behalf of a corporation by an officer thereof
it shall be assumed, unless the contrary appears, that such officer was duly
authorised to sign such instrument of proxy on behalf of the corporation without
further evidence of the fact.

80. The instrument appointing a proxy and (if required by the Board) the power
of attorney or other authority (if any) under which it is signed, or a
notarially certified copy of such power or authority, shall be delivered to such
place or one of such places (if any) as may be specified for that purpose in or
by way of note to or in any document accompanying the notice convening the
meeting (or, if no place is so specified, at the Registration Office or the
Office, as may be appropriate) not less than forty-eight (48) hours before the
time appointed for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote or, in the case of a poll taken
subsequently to the date of a meeting or adjourned meeting, not less than
twenty-four (24) hours before the time appointed for the taking of the poll and
in default the instrument of proxy shall not be treated as valid. No instrument
appointing a proxy shall be valid after the expiration of twelve (12) months
from the date named in it as the date of its execution, except at an adjourned
meeting or on a poll demanded at a meeting or an adjourned meeting in cases
where the meeting was originally held within twelve (12) months from such date.
Delivery of an instrument appointing a proxy shall not preclude a Member from
attending and voting in person at the meeting convened and in such event, the
instrument appointing a proxy shall be deemed to be revoked.

81. Instruments of proxy shall be in any common form or in such other form as
the Board may approve (provided that this shall not preclude the use of the
two-way form) and the Board may, if it thinks fit, send out with the notice of
any meeting forms of instrument of proxy for use at the meeting. The instrument
of proxy shall be deemed to confer authority to demand or join in demanding a
poll and to vote on any amendment of a resolution put to the meeting for which
it is given as the proxy thinks fit. The instrument of proxy shall, unless the
contrary is stated therein, be valid as well for any adjournment of the meeting
as for the meeting to which it relates.

82. A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the principal, or
revocation of the instrument of proxy or of the authority under which it was
executed, provided that no intimation in writing of such death, insanity or
revocation shall have

                                       29
<PAGE>

been received by the Company at the Office or the Registration Office (or such
other place as may be specified for the delivery of instruments of proxy in the
notice convening the meeting or other document sent therewith) two (2) hours at
least before the commencement of the meeting or adjourned meeting, or the taking
of the poll, at which the instrument of proxy is used.

83. Anything which under these Bye-laws a Member may do by proxy he may likewise
do by his duly appointed attorney and the provisions of these Bye-laws relating
to proxies and instruments appointing proxies shall apply mutatis mutandis in
relation to any such attorney and the instrument under which such attorney is
appointed.

                     CORPORATIONS ACTING BY REPRESENTATIVES

84. (1) Any corporation which is a Member may by resolution of its Directors or
other governing body authorise such person as it thinks fit to act as its
representative at any meeting of the Company or any class of Members. The person
so authorised shall be entitled to exercise the same powers on behalf of such
corporation as the corporation could exercise if it were and individual Member
and such corporation shall for the purposes of these Bye-laws be deemed to be
present in person at any such meeting if a person so authorised is present
thereat or one or more proxies of such corporation is or are present thereat
provided that the authorisation or instrument appointing the representative or
proxy, as the case may be, shall specify the number and class of shares in
respect of which each such representative or proxy is appointed. Nothing
contained in this Bye-law shall prevent a Member which is a corporation from
appointing one or more proxies to represent it pursuant to Bye-law 78.

      (2) If permitted by the Act, a clearing house (or its nominee) if being a
Member, may authorise such persons as it thinks fit to act as its
representatives at any meeting of the Company or at any meeting of any class of
Members provided that the authorisation shall specify the number and class of
shares in respect of which each such representative is so authorised. Each
person so authorised under the provisions of this Bye-law shall be entitled to
exercise the same rights and powers as if such person was the registered holder
of the shares of the Company held by the clearing house (or its nominee).

      (3) Any reference in these Bye-laws to a duly authorised representative of
a Member being a corporation shall mean a representative authorised under the
provisions of this Bye-law.

                          WRITTEN RESOLUTONS OF MEMBERS

85. (1) Subject to the Act, a resolution in writing signed (in such manner as to
indicate, expressly or impliedly, unconditional approval) by or on behalf of all
persons for the time being entitled to receive notice of and to attend and vote
at general meetings of the Company shall, for the purposes of these Bye-laws, be
treated as a resolution duly passed at a general meeting of the Company and,
where relevant, as a special resolution so passed. Any such resolution shall be
deemed to have been passed at a meeting held on the date on which it was signed
by the last Member to sign, and where the resolution states a date as being the
date of his signature thereof by any Member the statement shall be prima facie
evidence that it was signed by him on that date. Such a resolution may consist
of several documents in the like form, each signed by one or more relevant
Members.

      (2) Notwithstanding any provisions contained in these Bye-laws, a
resolution in writing shall not be passed for the purpose of removing a Director
before the expiration of his term of office under Bye-law 86(4) or for the
purposes set out in Bye-law 154(3) relating to the removal and appointment of
the Auditor.

                               BOARD OF DIRECTORS

86. (1) Unless otherwise determined by the Company in general meeting, the
number of Directors shall not be less than two (2). There shall be no maximum
number of Directors unless otherwise determined from time to time by the Members
in general meeting. The Directors shall be elected or appointed in the first
place at the statutory meeting of Members and thereafter in accordance with
Bye-law 87 and shall hold office until the next appointment of Directors or
until their successors are elected or appointed. The Members may by ordinary
resolution authorise the Board to fill any vacancy.

      (2) The Directors shall have the power from time to time and at any time
to appoint any person as a Director either to fill a casual vacancy on the Board
or, subject to ordinary resolution of the Members in general meeting, as an
addition to the existing Board but so that the number of Directors so appointed
shall not exceed any maximum number stipulated by these Bye-laws or determined
from time to time by the Members in general

                                       30
<PAGE>

meeting. Any Director so appointed by the Board shall hold office only until the
next following annual general meeting of the Company and shall then be eligible
for re-election at that meeting.

      (3) Neither a Director nor an alternate Director shall be required to hold
any shares of the Company by way of qualification and a Director or alternate
Director (as the case may be) who is not a Member shall be entitled to receive
notice of and to attend and speak at any general meeting of the Company and of
all classes of shares of the Company.

      (4) Subject to any provision to the contrary in these Bye-laws the Members
may, at any general meeting convened and held in accordance with these Bye-laws,
by special resolution remove a Director (including a managing director or other
executive director) at any time before the expiration of his period of office
notwithstanding anything in these Bye-laws or in any agreement between the
Company and such Director (but without prejudice to any claim for damages under
any such agreement) 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 fourteen (14) days before the
meeting and at such meeting such Director shall be entitled to be heard on the
motion for his removal.

      (5) A vacancy on the Board created by the removal of a Director under the
provisions of subparagraph (4) above may be filled by the election or
appointment of any other person by ordinary resolution at the Members' meeting
at which such Director is removed to hold office until their successors are
elected or appointed or until the next following annual general meeting of the
Company and shall then be eligible for re-election or, in the absence of such
election or appointment such general meeting may authorise the Board to fill any
vacancy in the number left unfilled.

      (6) The Company may from time to time in general meeting by ordinary
resolution increase or reduce the number of Directors but so that the number of
Directors shall never be less than two (2) and elect any person to be a Director
either to fill a casual vacancy or as an addition to the Board.

                             RETIREMENT OF DIRECTORS

87. (1) Notwithstanding any other provisions in the Bye-laws, at each annual
general meeting one-third of the Directors for the time being (or, if their
number is not a multiple of three (3), the number nearest to but not greater
than one-third) shall retire from office by rotation provided that
notwithstanding anything herein, the chairman of the Board and/or the managing
director of the Company shall not, whilst holding such office, be subject to
retirement by rotation or be taken into account in determining the number of
Directors to retire in each year.

      (2) A retiring Director shall be eligible for re-election. The Directors
to retire by rotation shall include (so far as necessary to ascertain the number
of directors to retire by rotation) any Director who wishes to retire and not to
offer himself for re-election. Any further Directors so to retire shall be those
of the other Directors subject to retirement by rotation who have been longest
in office since their last re-election or appointment and so that as between
persons who became or were last re-elected Directors on the same day those to
retire shall (unless they otherwise agree among themselves) be determined by
lot. Any Director appointed pursuant to Bye-law 86(2) shall not be taken into
account in determining which particular Directors or the number of Directors who
are to retire by rotation.

*88. No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for election as a
Director at any general meeting unless a Notice signed by a Member (other than
the person to be proposed) duly qualified to attend and vote at the meeting for
which such notice is given of his intention to propose such person for election
and also a Notice signed by the person to be proposed of his willingness to be
elected shall have been lodged at the head office or at the Registration Office
provided that the minimum length of the period, during which such Notice(s) are
given, shall be at least seven (7) days and that the period for lodgment of such
Notice(s) shall commence no earlier than the day after the despatch of the
notice of the general meeting appointed for such election and end no later than
seven (7) days prior to the date of such general meeting.

*As amended by written resolution of members passed on 20 May 2004

                          DISQUALIFICATION OF DIRECTORS

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89A. The office of a Director shall be vacated if the Director:

      (1) resigns his office by notice in writing delivered to the Company at
the Office or head office or tendered at a meeting of the Board whereupon the
Board resolves to accept such resignation;

      (2) becomes of unsound mind or dies;

      (3) without special leave of absence from the Board, is absent from
meetings of the Board for six consecutive months, and his alternate Director, if
any, shall not during such period have attended in his stead and the Board
resolves that his office by reason of such absence be vacated; or

      (4) becomes bankrupt or has a receiving order made against him or suspends
payment or compounds with his creditors;

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

      (6) ceases to be a Director by virtue of any provision of the Statutes or
is removed from office pursuant to these Bye-laws; or

      (7) is convicted in any jurisdiction of a criminal offence involving
dishonesty.

89B. No director shall be required to vacate office or be ineligible for
re-election or re-appointment as a Director, and no person shall be ineligible
for appointment as Director by reason only of his having attained any particular
age.

                               EXECUTIVE DIRECTORS

90. The Board may from time to time appoint any one or more of its body to be a
managing director, joint managing director or deputy managing director or
executive director or to hold any other employment or executive office with the
Company for such period (subject to their continuance as Directors) and upon
such terms as the Board may determine and the Board may revoke or terminate any
of such appointments. Any such revocation or termination as aforesaid shall be
without prejudice to any claim for damages that such Director may have against
the Company or the Company may have against such Director. A Director appointed
to an office under this Bye-law shall be subject to the same provisions as to
rotation, resignation, dismissal and removal as the other Directors of the
Company, and he shall (subject to the provisions of any contract between him and
the Company) ipso facto and immediately cease to hold such office if he shall
cease to hold the office of Director for any cause.

91. Notwithstanding Bye-laws 96, 97, 98 and 99, an executive director appointed
to an office under Bye-law 90 hereof shall receive such remuneration (whether by
way of salary, commission, participation in profits or otherwise or by all or
any of those modes) and such other benefits (including pension and/or gratuity
and/or other benefits on retirement) and allowances as the Board may from time
to time determine, and either in addition to or in lieu of his remuneration as a
Director.

                               ALTERNATE DIRECTORS

92. Any Director may at any time by Notice delivered to the Office or head
office or at a meeting of the Directors appoint any person to be his alternate
Director. 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. An alternate Director may be removed at any
time by the person or body which appointed him and, subject thereto, the office
of alternate Director shall continue until the next annual election of Directors
or, if earlier, the date on which the relevant Director ceases to be a Director.
Any appointment or removal of an alternate Director shall be effected by Notice
signed by the appointor and delivered to the Office or head office or tendered
at a meeting of the Board. An alternate Director may also be a Director in his
own right and may act as alternate to more than one Director. An alternate
Director shall, if his appointor so requests, be entitled to receive notices of
meetings of the Board or of committees of the Board to the same extent as and in
addition to the Director appointing him and shall be entitled to such extend to
attend and vote as a Director at any such meeting at which the Director
appointing him is not personally present and generally at such meeting to
exercise and discharge all the functions, powers and duties of his appointor as
a Director and for the purposes of the proceedings at such meeting the

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provisions of these Bye-laws shall apply as if he were a Director save that as
an alternate for more than one Director his voting rights shall be cumulative.

93. An alternate Director shall only be a Director for the purposes of the Act
and shall only be subject to the provisions of the Act insofar as they relate to
the duties and obligations of a Director when performing the functions of the
Director for whom he is appointed in the alternative and shall alone be
responsible to the Company for his acts and defaults and shall not be deemed to
be the agent of or for the Director appointing him. An alternate Director shall
be entitled to contract and be interested in and benefit from contracts or
arrangements or transactions and to be repaid expenses and to be indemnified by
the Company to the same extent mutatis mutandis as if he were a Director but he
shall not be entitled to receive from the Company any fee in his capacity as an
alternate Director except only such part, if any, of the remuneration otherwise
payable to his appointor as such appointor may by Notice to the Company from
time to time direct.

94. Every person acting as an alternate Director shall have one vote for each
Director for whom he acts as alternate (in addition to his own vote if he is
also a Director). If his appointor is for the time being absent from Hong Kong
or otherwise not available or unable to act, the signature of an alternate
Director to any resolution in writing of the Board or a committee of the Board
of which his appointor is a member shall, unless the notice of his appointment
provides to the contrary, be as effective as the signature of his appointor.

95. An alternate Director shall ipso facto cease to be an alternate Director if
his appointor ceases for any reason to be a Director, however, such alternate
Director or any other person may be re-appointed by the Directors to serve as an
alternate Director PROVIDED always that, if at any meeting any Director retires
but is re-elected at the same meeting, any appointment of such alternate
Director pursuant to these Bye-laws which was in force immediately before his
retirement shall remain in force as though he had not retired.

                          DIRECTORS' FEES AND EXPENSES

96. The ordinary remuneration of the Directors shall from time to time be
determined by the Company in general meeting and shall (unless otherwise
directed by the resolution by which it is voted) be divided amongst the Board in
such proportions and in such manner as it may agree or, failing agreement,
equally, except that any Director who shall hold office for part only of the
period in respect of which such remuneration is payable shall be entitled only
to rank in such division for a proportion of remuneration related to the period
during which he has held office. Such remuneration shall be deemed to accrue
from day to day.

97. Each Director shall be entitled to be prepaid or repaid all travelling,
hotel and incidental expenses reasonably expected to be incurred or reasonably
incurred by him in attending meetings of the Board or committees of the Board or
general meetings or separate meetings of any class of shares or of debentures of
the Company or otherwise in connection with the discharge of his duties as a
Director.

98. Any Director who, being called upon, goes or resides abroad for any purpose
of the Company or who performs services which in the opinion of the Board go
beyond the ordinary duties of a Director may be paid such extra remuneration
(whether by way of salary, commission, participation in profits or otherwise) as
the Board may determine and such extra remuneration shall be in addition to or
in substitution for any ordinary remuneration provided for by or pursuant to any
other Bye-law.

99. The Board shall obtain the approval of the Company in general meeting before
making any payment to any Director or past Director of the Company by way of
compensation for loss of office, or as consideration for or in connection with
his retirement from office (not being payment to which the Director is
contractually entitled).

                              DIRECTORS' INTERESTS

100. Subject to the Act, a Director may:

      (a)   hold any other office or place of profit with the Company (except
            that of Auditor) in conjunction with his office of Director for such
            period and, subject to the relevant provisions of the Act, upon such
            terms as the Board may determine. Any remuneration (whether by way
            of salary, commission participation in profits or otherwise) paid to
            any Director in respect of any such other office or place of profit
            shall be in addition to any remuneration provided for by or pursuant
            to any other Bye-law;

      (b)   act by himself or his firm in a professional capacity for the
            Company (otherwise than as Auditor)

                                       33
<PAGE>

            and he or his firm may be remunerated for professional services as
            if he were not a Director;

      (c)   continue to be or become a director, managing director, joint
            managing director, deputy managing director, executive director,
            manager or other officer or member of any other company promoted by
            the Company or in which the Company may be interested as a vendor,
            shareholder or otherwise and (unless otherwise agreed) no such
            Director shall be accountable for any remuneration, profits or other
            benefits received by him as a director, managing director, joint
            managing director, deputy managing director, executive director,
            manager or other officer or member of or from his interests in any
            such other company. Subject as otherwise provided by these Bye-laws
            the Directors may exercise or cause to be exercised the voting
            powers conferred by the shares in any other company held or owned by
            the Company, or exercisable by them as Directors of such other
            company in such manner in all respects as they think fit including
            the exercise thereof in favour of any resolution appointing
            themselves or any of them directors, managing directors, joint
            managing directors, deputy managing directors, executive directors,
            managers or other officers of such company or voting or providing
            for the payment of remuneration to the director, managing director,
            joint managing director, deputy managing director, executive
            director, manager or other officers of such other company and any
            Director of the Company may vote in favour of the exercise of such
            voting rights in manner aforesaid notwithstanding that he may be, or
            about to be, appointed a director, managing director, joint managing
            director, deputy managing director, executive director, manager or
            other officer of such a company, and that as such he is or may
            become interested in the exercise of such voting rights in manner
            aforesaid.

      (d)   A Director shall not vote or be counted in the quorum on any
            resolution of the Board concerning his own appointment as the holder
            of any office or place of profit with the Company or any other
            company in which the Company is interested (including the settlement
            or variation of the terms thereof, or the termination thereof).
            Subject to this Bye-law, where arrangements are under consideration
            concerning the appointment (including the settlement or variation of
            the terms thereof, or the termination thereof) of two or more
            Directors to offices or places of profit with the Company or any
            other company in which the Company is interested, a separate
            resolution may be put in relation to each Director and in such case
            each of the Directors other than the interested Director shall be
            entitled to vote and be counted in the quorum.

101. Subject to the Act and to these Bye-laws, no Director or proposed or
intending Director shall be disqualified by his office from contracting with the
Company, either with regard to his tenure of any office or place of profit or as
vendor, purchaser or in any other manner whatever, nor shall any such contract
or any other contract or arrangement in which any Director is in any way
interested be liable to be avoided, nor shall any Director so contracting or
being so interested be liable to account to the Company or the Members for any
remuneration, profit or other benefits realised by any such contract or
arrangement by reason of such Director holding that office or of the fiduciary
relationship thereby established provided that such Director shall disclose the
nature of his interest in any contract or arrangement in which he is interested
in accordance with Bye-law 102 herein.

102. A Director who to his knowledge is in any way, whether directly or
indirectly, interested in a contract or arrangement or proposed contract or
arrangement with the Company shall declare the nature of his interest at the
meeting of the Board at which the question of entering into the contract or
arrangement is first considered, if he knows his interest then exists, or in any
other case at the first meeting of the Board after he knows that he is or has
become so interested. For the purposes of this Bye-law, a general Notice to the
Board by a Director to the effect that:

      (a)   he is a member or officer of a specified company or firm and is to
            be regarded as interested in any contract or arrangement which may
            after the date of the Notice be made with that company or firm; or

      (b)   he is to be regarded as interested in any contract or arrangement
            which may after the date of the Notice be made with a specified
            person who is connected with him;

shall be deemed to be a sufficient declaration of interest under this Bye-law in
relation to any such contract or arrangement, provided that no such Notice shall
be effective unless either it is given at a meeting of the Board or the Director
takes reasonable steps to secure that it is brought up and read at the next
Board meeting after it is given.

*103. (1) A Director shall not vote (nor be counted in the quorum) on any
resolution of the Board approving

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<PAGE>

any contract or arrangement or any other proposal in which he or any of his
associate(s) is materially interested, and if he shall do so his vote shall not
be counted (nor is he to be counted in the quorum for the resolution) but this
prohibition shall not apply to any of the following matters namely:

      (i)   any contract or arrangement for the giving by the Company or any its
            subsidiaries of any security or indemnity to the Director or his
            associate(s) in respect of money lent by him or any of his
            associates or obligations incurred or undertaken by him or any of
            them at the request of or for the benefit of the Company or any of
            its subsidiaries;

      (ii)  any contract or arrangement for the giving by the Company or any of
            its subsidiaries of any security or indemnity to a third party in
            respect of a debt or obligation of the Company or any of its
            subsidiaries for which the Director or his associate(s) has/have
            himself/themselves assumed responsibility in whole or in part
            whether alone or jointly under a guarantee or indemnity or by the
            giving of security;

      (iii) any contract or arrangement by a Director or his associate(s) to
            subscribe for shares or debentures or other securities of the
            Company or any of its subsidiaries to be issued pursuant to any
            offer or invitation to the members or debenture holders or to the
            public which does not provide the Director or his associate(s) any
            privilege not accorded to any other members or debenture holders or
            to the public;

      (iv)  any contract or arrangement or proposal concerning an offer of the
            shares or debentures or other securities of or by the Company or any
            other company which the Company may promote or be interested in for
            subscription or purchase where the Director or his associate(s)
            is/are or is/are to be interested as a participant in the
            underwriting or sub-underwriting of the offer;

      (v)   any contract or arrangement in which the Director or his
            associate(s) is/are interested in the same manner as other holders
            of shares or debentures or other securities of the Company by virtue
            only of his/their interest in shares or debentures or other
            securities of the Company;

      (vi)  any contract, arrangement or proposal concerning any company in
            which the Director or his associate(s) is/are interested only,
            whether directly or indirectly, as an officer or executive or a
            shareholder or in which the Director and any of his associate(s) are
            not in aggregate beneficially interested in five (5) per cent or
            more of the issued shares or of the voting rights of any class of
            shares of such company (or of any third company through which his
            interest or that of any of his associates is derived);

      (vii) any proposal or arrangement for the benefit of employees of the
            Company or its subsidiaries including the adoption, modification or
            operation of a pension fund or retirement, death or disability
            benefit scheme which relates both to directors, his associates and
            employees of the Company or of any of its subsidiaries and does not
            give the Director, or his associate(s), as such any privilege or
            advantage not accorded generally to the class of persons to whom
            such scheme or fund relates; or

      (viii) any proposal concerning the adoption, modification or operation of
            any share scheme involving the issue or grant of options over shares
            or other securities by the Company to, or for the benefit of the
            employees of the Company or its subsidiaries under which the
            Director or his associate(s) may benefit.

      (2) A company shall be deemed to be a company in which a Director and/or
his associate(s) has/have an interest of five(5) per cent or more if and so long
as (but only if and so long as) he and/or his associate(s) (either directly or
indirectly) is/are the holders of or beneficially interested in five(5) per cent
or more of any class of the equity share capital of such company or of the
voting rights available to members of such company (or of any third company
through which his interest or that of any of his associate(s) is derived). For
the purpose of this paragraph there shall be disregarded any shares held by a
Director or his associate(s) as bare or custodian trustee and in which he or any
of them has no beneficial interest, any shares comprised in a trust in which the
interest of the Director and/or his associate(s) is/are in reversion or
remainder if and so long as some other person is entitled to receive the income
thereof and any shares comprised in an authorised unit trust scheme in which the
Director and/or his associate(s) is/are interested only as a unit holder.

*As amended by written resolution of members passed on 20 May 2004

      (3) Where a company in which a Director and/or his associate(s) has/have
an interest of five(5) per
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<PAGE>

cent or more is materially interested in a transaction, then that Director
and/or his associate(s) shall also be deemed materially interested in such
transaction.

      (4) If any question shall arise at any meeting of the Board as to the
materiality of the interest of a Director (other than the chairman of the
meeting) or as to the entitlement of any Director (other than such chairman) to
vote or be counted in the quorum and such question is not resolved by his
voluntarily agreeing to abstain from voting or not to be counted in the quorum,
such question shall be referred to the chairman of the meeting and his ruling in
relation to such other Director shall be final and conclusive except in a case
where the nature or extent of the interest of the Director concerned as known to
such Director has not been fairly disclosed to the Board. If any question as
aforesaid shall arise in respect of the chairman of the meeting such question
shall be decided by a resolution of the Board (for which purpose such chairman
shall not vote thereon) and such resolution shall be final and conclusive except
in a case where the nature or extent of the interest of such chairman as known
to such chairman has not been fairly disclosed to the Board.

      (5) The Company may by ordinary resolution ratify any transaction not duly
authorised by reason of a contravention of this Bye-law provided that no
Director and/or his associate(s) who is/are materially interested in such
transaction shall vote upon such ordinary resolution in respect of any shares in
the Company in which they are interested.

                         GENERAL POWERS OF THE DIRECTORS

104.  (1) The business of the Company shall be managed and conducted by the
Board, which may pay all expenses incurred in forming and registering the
Company and may exercise all powers of the Company (whether relating to the
management of the business of the Company or otherwise) which are not by the
Statutes or by these Bye-laws required to be exercised by the Company in general
meeting, subject nevertheless to the provisions of the Statutes and of these
Bye-laws and to such regulations being not inconsistent with such provisions, as
may be prescribed by the Company in general meeting, but no regulations made by
the Company in general meeting shall invalidate any prior act of the Board which
would have been valid if such regulations had not been made. The general powers
given by this Bye-law shall not be limited or restricted by any special
authority or power given to the Board by any other Bye-law.

      (2) Any person contracting or dealing with the Company in the ordinary
course of business shall be entitled to rely on any written or oral contract or
agreement or deed, document or instrument entered into or executed as the case
may be by any two of the Directors acting jointly on behalf of the Company and
the same shall be deemed to be validly entered into or executed by the Company
as the case may be and shall, subject to any rule of law, be binding on the
Company.

      (3) Without prejudice to the general powers conferred by these Bye-laws it
is hereby expressly declared that the Board shall have the following powers:

            (a)   To give to any person the right or option of requiring at a
                  future date that an allotment shall be made to him of any
                  share at par or at such premium as may be agreed.

            (b)   To give to any Directors, officers or employees of the Company
                  an interest in any particular business or transaction or
                  participation in the profits thereof or in the general profits
                  of the Company either in addition to or in substitution for a
                  salary or other remuneration.

            (c)   To resolve that the Company be discontinued in Bermuda and
                  continued in a named country or jurisdiction outside Bermuda
                  subject to the provisions of the Act.

105. The Board may establish any committees, regional or local boards or
agencies for managing any of the affairs of the Company in any place, and may
appoint any persons to be members of such committees, regional or local boards,
or any managers or agents, and may fix their remuneration (either by way of
salary or by commission or by conferring the right to participation in the
profits of the Company or by a combination of two or more of these modes) and
pay the working expenses of any staff employed by them upon the business of the
Company. The Board may delegate to any committees, regional or local board,
manager or agent any of the powers, authorities and discretions vested-in or
exercisable by the Board (other than its powers to make calls and forfeit
shares), with power to sub-delegate, and may authorise the members of any
committees, regional or local board or any of them to fill any vacancies therein
and to act notwithstanding vacancies. Any such appointment or delegation may be
made upon such terms and subject to such conditions as the Board may think fit,
and the Board may remove any person appointed as aforesaid, and may revoke or
vary such delegation, but no person dealing in good faith and without notice of
any such revocation or variation shall be affected thereby.

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<PAGE>

106. The Board may by power of attorney appoint under the Seal any company, firm
or person or any fluctuating body of persons, whether nominated directly or
indirectly by the Board, to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Board under these Bye-laws) 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
authorise any such attorney to sub-delegate all or any of the powers,
authorities and discretions vested in him. Such attorney or attorneys may, if so
authorised under the Seal of the Company, either generally or in respect of any
specified matter, execute any deed or instrument on behalf of the Company under
his or their personal seal(s) and any such deed or instrument so executed by
such attorney or attorneys under his or their seal(s) shall bind the Company and
shall have the same effect as the affixation of the Company's Seal thereto.

107. The Board may entrust to and confer upon a managing director, joint
managing director, deputy managing director, an executive director or any
Director any of the powers exercisable by it upon such terms and conditions and
with such restrictions as it thinks fit, and either collaterally with, or to the
exclusion of, its own powers, and may from time to time revoke or vary all or
any of such powers but no person dealing in good faith and without notice of
such revocation or variation shall be affected thereby.

108. All cheques, promissory notes, drafts, bills of exchange and other
instruments, whether negotiable or transferable or not, and all receipts for
moneys paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as the Board shall from
time to time by resolution determine. The Company's banking accounts shall be
kept with such banker or bankers as the Board shall from time to time determine.

109. (1) The Board may establish or concur or join with other companies (being
subsidiary companies of the Company or companies with which it is associated in
business) in establishing and making contributions out of the Company's moneys
to any schemes or funds for providing pensions, sickness or compassionate
allowances, life assurance or other benefits for employees (which expression as
used in this and the following paragraph shall include any Director or
ex-Director who may hold or have held any executive office or any office of
profit with the Company or any of its subsidiary companies) and ex-employees of
the Company and their dependants or any class or classes of such person.

      (2) The Board may pay, enter into agreements to pay or make grants of
revocable or irrevocable, and either subject or not subject to any terms or
conditions, pensions or other benefits to employees and ex-employees and their
dependants, or to any of such persons, including pensions or benefits additional
to those, if any, to which such employees or ex-employees or their dependants
are or may become entitled under any such scheme or fund as is mentioned in the
last preceding paragraph. Any such pension or benefit may, as the Board
considers desirable, be granted to an employee either before and in anticipation
of or upon or at any time after his actual retirement.

                                BORROWING POWERS

110. The Board may exercise all the powers of the Company to raise or borrow
money or to secure the payment or repayment of any sum or sums of money and to
mortgage or charge all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the Company subject to the Act, in
such manner and upon such terms and conditions in all respects as it thinks fit
and in particular by the issue of debentures, bonds and other securities,
whether outright or as collateral security for any debt, liability or obligation
of the Company or of any third party.

111. Debentures, bonds and other securities may be made assignable free from any
equities between the Company and the person to whom the same may be issued.

112. Any debentures, bonds or other securities may be issued at a discount
(other than shares), premium or otherwise and with any special privileges as to
redemption, surrender, drawings, allotment of shares, attending and voting at
general meetings of the Company, appointment of Directors and otherwise.

113. (1) Where any uncalled capital of the Company is charged, all persons
taking any subsequent charge thereon shall take the same subject to such prior
charge, and shall not be entitled, by notice to the Members or otherwise, to
obtain priority over such prior charge.

      (2) The Board shall cause a proper register to be kept, in accordance with
the provisions of the Act, of

                                       37
<PAGE>

all charges specifically affecting the property of the Company and of any series
of debentures issued by the Company and shall duly comply with the requirements
of the Act in regard to the registration of charges and debentures therein
specified and otherwise.

                          PROCEEDINGS OF THE DIRECTORS

114. The Board may meet for the despatch of business, adjourn and otherwise
regulate its meetings as it considers appropriate. Questions arising at any
meeting of the Board shall be determined by a majority of votes. In the case of
any equality of votes the chairman of the meeting shall not have an additional
or casting vote.

115. A meeting of the Board may be convened by the Secretary on request of a
Director or by any Director. The Secretary shall convene a meeting of the Board
of which notice may be given to each Director in writing at the address from
time to time notified to the Company by such Director or any other address given
by him to the Company for this purpose or by telephone or in such other manner
as the Board may from time to time determine whenever he shall be required so to
do by the president or chairman, as the case may be, or any Director. Any
Director may waive notice of any meeting either prospectively or
retrospectively.

116. (1) The quorum necessary for the transaction of the business of the Board
may be fixed by the Board and, unless so fixed at any other number, shall be two
(2). An alternate Director shall be counted in a quorum in the case of the
absence of a Director for whom he is the alternate provided that he shall not be
counted more than once for the purpose of determining whether or not a quorum is
present.

      (2) Directors may participate in any meeting of the Board by means of a
conference telephone or other communications equipment through which all persons
participating in the meeting can communicate with each other simultaneously and
instantaneously and, for the purpose of counting a quorum, such participation
shall constitute presence at a meeting as if those participating were present in
person.

      (3) Any Director who ceases to be a Director at a Board meeting may
continue to be present and to act as a Director and be counted in the quorum
until the termination of such Board meeting if no other Director objects and if
otherwise a quorum of Directors would not be present.

117. The continuing Directors or a sole continuing Director may act
notwithstanding any vacancy in the Board but, if and so long as the number of
Directors is reduced below the minimum number fixed by or in accordance with
these Bye-laws, the continuing Directors or Director, notwithstanding that the
number of Directors is below the number fixed by or in accordance with these
Bye-laws as the quorum or that there is only one continuing Director, may act
for the purpose of filling vacancies in the Board or of summoning general
meetings of the Company but not for any other purpose.

118. The Board may elect a chairman and one or more deputy chairmen of its
meetings and determine the period for which they are respectively to hold such
office. If no chairman or deputy chairman is elected, or if at any meeting
neither the chairman nor any deputy chairman is present within five (5) minutes
after the time appointed for holding the same, the Directors present may choose
one of their number to be chairman of the meeting.

119. A meeting of the Board at which a quorum is present throughout the meeting
shall be competent to exercise all the powers, authorities and discretions for
the time being vested in or exercisable by the Board.

120.  (1) The Board may delegate any of its powers, authorities and discretions
to committees, consisting of such Director or Directors and other persons as it
thinks fit, and they may, from time to time, revoke such delegation or revoke
the appointment of and discharge any such committees either wholly or in part,
and either as to persons or purposes. Any committee so formed shall, in the
exercise of the powers, authorities and discretions so delegated, conform to any
regulations which may be imposed on it by the Board.

      (2) All acts done by any such committee in conformity with such
regulations, and in fulfilment of the purposes for which it was appointed, but
not otherwise, shall have like force and effect as if done by the Board, and the
Board shall have power, with the consent of the Company in general meeting, to
remunerate the members of any such committee, and charge such remuneration to
the current expenses of the Company.

121. The meetings and proceedings of any committee consisting of two or more
members shall be governed by the provisions contained in these Bye-laws for
regulating the meetings and proceedings of the Board so far as the same are
applicable and are not superseded by any regulations imposed by the Board under
the last preceding Bye-law.

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<PAGE>

122. A resolution in writing signed by all the Directors except such as are
absent from the territory in which the head office is for the time being situate
or temporarily unable to act through ill-health or disability, and all the
alternate Directors, if appropriate, whose appointors are temporarily unable to
act as aforesaid shall (provided that such number is sufficient to constitute a
quorum and further provided that a copy of such resolution has been given or the
contents thereof communicated to all the Directors for the time being entitled
to receive notices of Board meetings in the same manner as notices of meetings
are required to be given by these Bye-laws) be as valid and effectual as if a
resolution had been passed at a meeting of the Board duly convened and held.
Such resolution may be contained in one document or in several documents in like
form each signed by one or more of the Directors or alternate Directors and for
this purpose a facsimile signature of a Director or an alternate Director shall
be treated as valid provided that the document containing the original signature
of the Director or alternate Director is deposited with the Secretary within ten
(10) days from the date of the facsimile.

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

                                    MANAGERS

124. The Board may from time to time appoint a general manager, a manager or
managers of the Company and may fix his or their remuneration either by way of
salary or commission or by conferring the right to participation in the profits
of the Company or by a combination of two or more of these modes and pay the
working expenses of any of the staff of the general manager, manager or managers
who may be employed by him or them upon the business of the Company.

125. The appointment of such general manager, manager or managers may be for
such period as the Board may decide, and the Board may confer upon him or them
all or any of the powers of the Board as they may think fit.

126. The Board may enter into such agreement or agreements with any such general
manager, manager or managers upon such terms and conditions in all respects as
the Board may in their absolute discretion think fit, including a power for such
general manager, manager or managers to appoint an assistant manager or managers
or other employees. Whatsoever under them for the purpose of carrying on the
business of the Company.

                                    OFFICERS

127. (1) The officers of the Company shall consist of a chairman and deputy
chairman, the Directors and Secretary and such additional officers (who may or
may not be Directors) as the Board may from time to time determine, all of whom
shall be deemed to be officers for the purposes of the Act and these Bye-laws.

      (2) The Directors shall, as soon as may be after each appointment or
election of Directors, elect amongst the Directors a chairman and a deputy
chairman; and if more than one (1) Director is proposed for either of these
offices, the election to such office shall take place in such manner and for
such period as the Directors may determine.

      (3) The officers shall receive such remuneration as the Directors may from
time to time determine.

      (4) Where the Company appoints and maintains a resident representative
ordinarily resident in Bermuda in accordance with the Act, the resident
representative shall comply with the provisions of the Act.

            The Company shall provide the resident representative with such
documents and information as the resident representative may require in order to
be able to comply with the provisions of the Act.

            The resident representative shall be entitled to have notice of,
attend and be heard at all meetings of the Directors or of any committee of such
Directors or general meeting of the Company.

128. (1) The Secretary and additional officers, if any, shall be appointed by
the Board and shall hold office on such terms and for such period as the Board
may determine. If thought fit, two (2) or more persons may be appointed as joint
Secretaries. The Board may also appoint from time to time on such terms as it
thinks fit one or

                                       39
<PAGE>

more assistant or deputy Secretaries, and any Secretary or officer so appointed
may be removed by the Board.

      (2) The Secretary shall have the right to attend all meetings of the
Members and shall keep correct minutes of such meetings and enter the same in
the proper books provided for the purpose. He shall perform such other duties as
are prescribed by the Act or these Bye-laws or as may be prescribed by the
Board.

129. The chairman of the Company shall act as chairman at all meetings of the
Members and of the Directors at which he is present. In his absence a chairman
shall be appointed or elected by those present at the meeting.

130. The officers of the Company 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 Directors from time to time.

131. A provision of the Act or of these Bye-laws requiring or authorising a
thing to be done by or to a Director and the Secretary shall not be satisfied by
its being done by or to the same person acting both as Director and as or in
place of the Secretary.

                       REGISTER OF DIRECTORS AND OFFICERS

132.  (1) The Board shall cause to be kept in one or more books at its Office a
Register of Directors and Officers and shall enter therein the following
particulars with respect to each Director and Officer, that is to say:

      (a)   in the case of an individual, his or her present first name, surname
            and address; and

      (b)   in the case of a company, its name and registered office.

      (2)   The Board shall within a period of fourteen (14) days from the
            occurrence of:

      (a)   any change among its Directors and Officers; or

      (b)   any change in the particulars contained in the Register of Directors
            and Officers,

cause to be entered on the Register of Directors and Officers the particulars of
such change and of the date on which it occurred.

       (3) The Register of Directors and Officers shall be open to inspection by
members of the public without charge at the Office during business hours on
every business day.

      (4)   In this Bye-law "Officer" has the meaning ascribed to it in Section
            92A(7) of the Act.

                                     MINUTES

133. (1) 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
            Directors and of any committee of the Directors;

      (c)   of all resolutions and proceedings of each general meeting of the
            Members, meetings of the Board and meetings of committees of the
            Board, and where there are managers, of all proceedings of meetings
            of the managers.

      (2)   Any such Minutes shall be conclusive evidence of any such
            proceedings if they purport to be signed by the chairman of the
            meeting at which the proceedings were held or by the chairman of the
            next succeeding meeting of the same body.

      (3)   Minutes prepared in accordance with the Act and these Bye-laws shall
            be kept by the Secretary at the Office.

                                      SEAL

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<PAGE>

134. (1) Subject to the Statutes, the Company shall have one or more Seals, as
the Board may determine. For the purpose of sealing documents creating or
evidencing securities issued by the Company, the Company may have a securities
seal which is a facsimile of the Seal of the Company with the addition of the
words "Securities Seal" on its face or in such other form as the Board may
approve. The Board shall provide for the custody of each Seal and no Seal shall
be used without the authority of the Board or of a committee of the Board
authorised by the Board in that behalf. Subject as otherwise provided in these
Bye-laws, any instrument to which the Seal is affixed shall be signed
autographically by one Director and the Secretary or by two Directors or by such
other person or persons as the Board may appoint, either generally or in any
particular case, save that as regards any certificates for shares or debentures
or other securities of the Company the Board may be resolution determine that
such signatures or either of them shall be dispensed with or affixed by some
method or system of mechanical signature. Every instrument executed in manner
provided by this Bye-law shall be deemed to be sealed and executed with the
authority of the Board previously given.

      (2) Where the Company has a Seal for use abroad, the Board may by writing
under the Seal appoint any agent or committee abroad to be the duly authorised
agent of the Company for the purpose of affixing and using such Seal and the
Board may impose restrictions on the use thereof as may be thought fit. Wherever
in these Bye-laws reference is made to the Seal, the reference shall, when and
so far as may be applicable, be deemed to include any such other Seal as
aforesaid.

                           AUTHENTICATION OF DOCUMENTS

135. Any Director or the Secretary or any person appointed by the Board for the
purpose may authenticate any documents affecting the constitution of the Company
and any resolution passed by the Company or the Board or any committee, and any
books, records, documents and accounts relating to the business of the Company,
and to certify copies thereof or extracts therefrom as true copies or extracts,
and if any books, records, documents or accounts are elsewhere than at the
Office or the head office the local manager or other officer of the Company
having the custody thereof shall be deemed to be a person so appointed by the
Board. A document purporting to be a copy of a resolution, or an extract from
the minutes of a meeting, of the Company or of the Board or any committee which
is so certified shall be conclusive evidence in favour of all persons dealing
with the Company upon the faith thereof that such resolution has been duly
passed or, as the case may be, that such minutes or extract is a true and
accurate record of proceedings at a duly constituted meeting.

                            DESTRUCTION OF DOCUMENTS

136. The Company shall be entitled to destroy the following documents at the
following times:

      (a)   any share certificate which has been cancelled at any time after the
            expiry of one (1) year from the date of such cancellation;

      (b)   any dividend mandate or any variation or cancellation thereof or any
            notification of change of name or address at any time after the
            expiry of two (2) years from the date such mandate variation
            cancellation or notification was recorded by the Company;

      (c)   any instrument of transfer of shares which has been registered at
            any time after the expiry of six (6) years from the date of
            registration;

      (d)   any allotment letters after the expiry of six (6) years from the
            date of issue thereof;

      (e)   copies of powers of attorney, grants of probate and letters of
            administration at any time after the expiry of six (6) years after
            the account to which the relevant power of attorney, grant of
            probate or letters of administration related has been closed; and

      (f)   any other document, on the basis of which any entry in the register
            is made, at any time after the expiry of six (6) years from the date
            on which an entry in the register was first made in respect of it;

and it shall conclusively be presumed in favour of the Company that every entry
in the Register purporting to be made on the basis of any such documents so
destroyed was duly and properly made and every share certificate so destroyed
was a valid certificate duly and properly cancelled and that every instrument of
transfer so destroyed was a valid and effective instrument duly and properly
registered and that every other document destroyed

                                       41
<PAGE>

hereunder was a valid and effective document in accordance with the recorded
particulars thereof in the books or records of the Company. Provided always
that: (1) the foregoing provisions of this Bye-law shall apply only to the
destruction of a document in good faith and without express notice to the
Company that the preservation of such document was relevant to a claim; (2)
nothing contained in this Bye-law shall be construed as imposing upon the
Company any liability in respect of the destruction of any such document earlier
than as aforesaid or in any case where the conditions of proviso (1) above are
not fulfilled; and (3) references in this Bye-law to the destruction of any
document include references to its disposal in any manner.

                          DIVIDENDS AND OTHER PAYMENTS

137. Subject to the Act, the Company in general meeting may from time to time
declare dividends in any currency to be paid to the Members, but no dividend
shall be declared in excess of the amount recommended by the Board. The Company
in general meeting may also make a distribution to the Members out of any
contributed surplus (as ascertained in accordance with the Act).

138. No dividend shall be paid or distribution made out of contributed surplus
if to do so would render the Company unable to pay its liabilities as they
become due or the realisable value of its assets would thereby become less than
the aggregate of its liabilities and its issued share capital and share premium
accounts.

139. Except in so far as the rights attaching to, or the terms of issue of, any
share otherwise provide:

      (a)   all dividends shall be declared and paid according to the amounts
            paid up on the shares in respect of which the dividend is paid, but
            no amount paid up on a share in advance of calls shall be treated
            for the purposes of this Bye-law as paid up on the share; and

      (b)   all dividends shall be apportioned and paid pro rata according to
            the amounts paid up on the shares during any portion or portions of
            the period in respect of which the dividend is paid.

140. The Board may from time to time pay to the Members such interim dividends
as appear to the Board to be justified by the profits of the Company and in
particular (but without prejudice to the generality of the foregoing) if at any
time the share capital of the Company is divided into different classes, the
Board may pay such interim dividends in respect of those shares in the capital
of the Company which confer on the holders thereof deferred or non-preferential
rights as well as in respect of those shares which confer on the holders thereof
preferential rights with regard to dividend and provided that the Board acts
bona fide the Board shall not incur any responsibility to the holders of shares
conferring any preference for any damage that they may suffer by reason of the
payment of an interim dividend on any shares having deferred or non-preferential
rights and may also pay any fixed dividend which is payable on any shares of the
Company half-yearly or on any other dates, whenever such profits, in the opinion
of the Board, justifies such payment.

141. The Board may deduct from any dividend or other moneys payable to a Member
by the Company on or in respect of any shares all sums of money (if any)
presently payable by him to the Company on account of calls or otherwise.

142. No dividend or other moneys payable by the Company on or in respect of any
share shall bear interest against the Company.

143. Any dividend, interest or other sum payable in cash to the holder of shares
may be paid by cheque or warrant sent through the post addressed to the holder
at his registered address or, in the case of joint holders, addressed to the
holder whose name stands first in the Register in respect of the shares at his
address as appearing in the Register or addressed to such person and at such
address as the holder or joint holders may in writing direct. Every such cheque
or warrant shall, unless the holder or joint holders otherwise direct, be made
payable to the order of the holder or, in the case of joint holders, to the
order of the holder whose name stands first on the Register in respect of such
shares, and shall be sent at his or their risk and payment of the cheque or
warrant by the bank on which it is drawn shall constitute a good discharge to
the Company notwithstanding that it may subsequently appear that the same has
been stolen or that any endorsement thereon has been forged. Any one of two or
more joint holders may give effectual receipts for any dividends or other moneys
payable or property distributable in respect of the shares held by such joint
holders.

144. All dividends or bonuses unclaimed for one (1) year after having been
declared may be invested or otherwise made use of by the Board for the benefit
of the Company until claimed. Any dividend or bonuses unclaimed after a period
of six (6) years from the date of declaration shall be forfeited and shall
revert to the Company. The payment by the Board of any unclaimed dividend or
other sums payable on or in respect of a

                                       42
<PAGE>

share into a separate account shall not constitute the Company a trustee in
respect thereof.

145. Whenever the Board or the Company in general meeting has resolved that a
dividend be paid or declared, the Board may further resolve that such dividend
be satisfied wholly or in part by the distribution of specific assets of any
kind and in particular of paid up shares, debentures or warrants to subscribe
securities of the Company or any other company, or in any one or more of such
ways, with or without offering any rights to Members to elect to receive such
dividend in cash, and where any difficulty arises in regard to the distribution
the Board may settle the same as it thinks expedient, and in particular may
issue certificates in respect of fractions of shares, disregard fractional
entitlements or round the same up or down, and may fix the value for
distribution of such specific assets, or any part thereof, and may determine
that cash payments shall be made to any Members upon the footing of the value so
fixed in order to adjust the rights of all parties, and may determine that
fractional entitlements shall be aggregated and sold and the benefit shall
accrue to the Company rather than to the Members concerned, and vest any such
specific assets in trustees as may seem expedient to the Board and may appoint
any person to sign any requisite instruments of transfer and other documents on
behalf of the persons entitled to the dividend, and such appointment shall be
effective. The Board may resolve that no such assets shall be made available to
Members with registered addresses in any particular territory or territories
being a territory or territories where, in the absence of a registration
statement or other special formalities, this would or might, in the opinion of
the Board, be unlawful or impracticable and in such event the only entitlement
of the Members aforesaid shall be to receive cash payments as aforesaid. Members
affected as a result of the foregoing sentence shall not be or be deemed to be a
separate class of Members for any purpose whatsoever.

146. (1) Whenever the Board or the Company in general meeting has resolved that
a dividend be paid or declared on the share capital of the Company, the Board
may further resolve either:

      (a)   that such dividend be satisfied wholly or in part in the form of an
            allotment of shares credited as fully paid up, provided that the
            shareholders entitled thereto will be entitled to elect to receive
            such dividend (or part thereof) in cash in lieu of such allotment.
            In such case, the following provisions shall apply:

            (i)   the basis of any such allotment shall be determined by the
                  Board;

            (ii)  the Board, after determining the basis of allotment, shall
                  give not less than two (2) weeks' Notice to the holders of the
                  relevant shares of the right of election accorded to them and
                  shall send with such notice forms of election and specify the
                  procedure to be followed and the place at which and the latest
                  date and time by which duly completed forms of election must
                  be lodged in order to be effective;

            (iii) the right of election may be exercised in respect of the whole
                  or part of that portion of the dividend in respect of which
                  the right of election has been accorded; and

            (iv)  the dividend (or that part of the dividend to be satisfied by
                  the allotment of shares as aforesaid) shall not be payable in
                  cash on shares in respect whereof the cash election has not
                  been duly exercised (the "non-elected shares") and in
                  satisfaction thereof shares shall be allotted credited as
                  fully paid up to the holders of the non-elected shares on the
                  basis of allotment determined as aforesaid and for such
                  purpose the Board shall capitalise and apply out of any part
                  of the undivided profits of the Company (including profits
                  carried and standing to the credit of any reserves or other
                  special account other than the Subscription Rights Reserve) as
                  the Board may determine, such sum as may be required to pay up
                  in full the appropriate number of shares for allotment and
                  distribution to and amongst the holders of the non-elected
                  shares on such basis; or

      (b)   that the shareholders entitled to such dividend shall be entitled to
            elect to receive an allotment of shares credited as fully paid up in
            lieu of the whole or such part of the dividend as the Board may
            think fit. In such case the following provisions shall apply:

            (i)   the basis of any such allotment shall be determined by the
                  Board;

            (ii)  the Board, after determining the basis of allotment, shall
                  give not less than two (2) weeks' notice in writing to the
                  holders of the relevant shares of the right of election
                  accorded to them and shall send with such notice forms of
                  election and specify the procedure to be followed and the
                  place at which and the latest date and time by which duly
                  completed forms of election must be lodged in order to be
                  effective;

            (iii) the right of election may be exercised in respect of the whole
                  or part of that portion of the

                                       43
<PAGE>

                  dividend in respect of which the right of election has been
                  accorded; and

            (iv)  the dividend (or that part of the dividend in respect of which
                  a right of election has been accorded) shall not payable in
                  cash on shares in respect whereof the share election has been
                  duly exercised (the "elected shares") and in lieu thereof
                  shares shall be allotted credited as fully paid up to the
                  holders of the elected shares on the basis of allotment
                  determined as aforesaid and for such purpose the Board shall
                  capitalise and apply out of any part of the undivided profits
                  of the Company (including profits carried and standing to the
                  credit of any reserves or other special account other than the
                  Subscription Rights Reserve) as the Board may determine, such
                  sum as may be required to pay up in full the appropriate
                  number of shares for allotment and distribution to and amongst
                  the holders of the elected shares on such basis.

       (2) (a)    The shares allotted pursuant to the provisions of
                  paragraph (1) of this Bye-law shall rank pari passu in all
                  respects with shares of the same class (if any) then in issue
                  save only as regards participation in the relevant dividend or
                  in any other distributions, bonuses or rights paid, made,
                  declared or announced prior to or contemporaneously with the
                  payment or declaration of the relevant dividend unless,
                  contemporaneously with the announcement by the Board of their
                  proposal to apply the provisions of sub-paragraph (a) or (b)
                  of paragraph (2) of this Bye-law in relation to the relevant
                  dividend or contemporaneously with their announcement of the
                  distribution, bonus or rights in question, the Board shall
                  specify that the shares to be allotted pursuant to the
                  provisions of paragraph (1) of this Bye-law shall rank for
                  participation in such distribution, bonus or rights.

           (b)    The Board may do all acts and things considered necessary or
                  expedient to give effect to any capitalisation pursuant to the
                  provisions of paragraph (1) of this Bye-law, with full power
                  to the Board to make such provisions as it thinks fit in the
                  case of shares becoming distributable in fractions (including
                  provisions whereby, in whole or in part, fractional
                  entitlements are aggregated and sold and the net proceeds
                  distributed to those entitled, or are disregarded or rounded
                  up or down or whereby the benefit of fractional entitlements
                  accrues to the Company rather than to the Members concerned).
                  The Board may authorise any person to enter into on behalf of
                  all members interested, an agreement with the Company
                  providing for such capitalisation and matters incidental
                  thereto and any agreement made pursuant to such authority
                  shall be effective and binding on all concerned.

      (3) The Company may upon the recommendation of the Board by ordinary
resolution resolve in respect of any one particular dividend of the Company that
notwithstanding the provisions of paragraph (1) of this Bye-law a dividend may
be satisfied wholly in the form of an allotment of shares credited as fully paid
up without offering any right to shareholders to elect to receive such dividend
in cash in lieu of such allotment.

      (4) The Board may on any occasion determine that rights of election and
the allotment of shares under paragraph (1) of this Bye-law shall not be made
available or made to any shareholders with registered addresses in any territory
where in the absence of a registration statement or other special formalities
the circulation of an offer of such rights of election or the allotment of
shares world or might, in the opinion of the Board, be unlawful or
impracticable, and in such event the provisions aforesaid shall be read and
construed subject to such determination. Members affected as a result of the
foregoing shall not be deemed to be or treated as a separate class of Members
for any purpose whatsoever.

      (5) Any resolution declaring a dividend on shares of any class, whether a
resolution of the Company in general meeting or a resolution of the Board, may
specify that the same shall be payable or distributable to the persons
registered as the holders of such shares at the close of business on a
particular date, notwithstanding that it may be a date prior to that on which
the resolution is passed, and thereupon the dividend shall be payable or
distributable to them in accordance with their respective holdings so
registered, but without prejudice to the rights inter se in respect of such
dividend of transferors and transferees of any such shares. The provisions of
this Bye-law shall mutatis mutandis apply to bonuses, capitalisation issues,
distributions of realised capital profits or offers or grants made by the
Company to the Members.

                                    RESERVES

147. Before recommending any dividend, the Board may set aside out of the
profits of the Company such sums as it determines as reserves which shall, at
the discretion of the Board, be applicable for any purpose to which the profits
of the Company may be properly applied and pending such application may, also at
such discretion, either

                                       44
<PAGE>

be employed in the business of the Company or be invested in such investments as
the Board may from time to time think fit and so that it shall not be necessary
to keep any investments constituting the reserve or reserves separate or
distinct from any other investments of the Company. The Board may also without
placing the same to reserve carry forward any profits which it may think prudent
not to distribute.

                                 CAPITALISATION

148. The Company may in general meeting, upon the recommendation of the Board,
at any time and from time to time pass an ordinary resolution to the effect that
it is desirable to capitalise all or any part of any amount for the time being
standing to the credit of any reserve or fund (including the profit and loss
account) whether or not the same is available for distribution and accordingly
that such amount be set free for distribution among the Members or any class of
Members who would be entitled thereto if it were distributed by way of dividend
and in the same proportions, on the footing that the same is not paid in cash
but is applied either in or towards paying up the amounts for the time being
unpaid on any shares in the Company held by such Members respectively or in
paying up in full unissued shares, debentures or other obligations of the
Company, to be allotted and distributed credited as fully paid up among such
Members, or partly in one way and partly in the other, and the Board shall give
effect to such resolution provided that, for the purposes of this Bye-law and
subject to Section 40(2A) of the Act, a share premium account and any reserve or
fund representing unrealised profits, may be applied only in paying up in full
unissued shares of the Company to be allotted to such Members credited as fully
paid. In carrying sums to reserve and in applying the same the Board shall
comply with the provisions of the Act.

149. The Board may settle, as it considers appropriate, any difficulty arising
in regard to any distribution under the last preceding Bye-law and in particular
may issue certificates in respect of fractions of shares or authorise any person
to sell and transfer any fractions or may resolve that the distribution should
be as nearly as may be practicable in the correct proportion but not exactly so
or may ignore fractions altogether, and may determine that cash payments shall
be made to any Members in order to adjust the rights of all parties, as may seem
expedient to the Board. The Board may appoint any person to sign on behalf of
the persons entitled to participate in the distribution any contract necessary
or desirable for giving effect thereto and such appointment shall be effective
and binding upon the Members.

                           SUBSCRIPTION RIGHTS RESERVE

150. The following provisions shall have effect to the extent that they are not
prohibited by and are in compliance with the Act:

      (1) If, so long as any of the rights attached to any warrants issued by
the Company to subscribe for shares of the Company shall remain exercisable, the
Company does any act or engages in any transaction which, as a result of any
adjustments to the subscription price in accordance with the provisions of the
conditions of the warrants, would reduce the subscription price to below the par
value of a share, then the following provisions shall apply:

      (a)   as from the date of such act or transaction the Company shall
            establish and thereafter (subject as provided in this Bye-law)
            maintain in accordance with the provisions of this Bye-law a reserve
            (the "Subscription Rights Reserve") the amount of which shall at no
            time be less than the sum which of the time being would be required
            to be capitalised and applied in paying up in full the nominal
            amount of the additional shares required to be issued and allotted
            credited as fully paid pursuant to sub-paragraph (c) below on the
            exercise in full of all the subscription rights outstanding and
            shall apply the Subscription Rights Reserve in paying up such
            additional shares in full as and when the same are allotted;

      (b)   the Subscription Rights Reserve shall not be used for any purpose
            other than that specified above unless all other reserves of the
            Company (other than share premium account) have been extinguished
            and will then only be used to make good losses of the Company if and
            so far as is required by law;

      (c)   upon the exercise of all or any of the subscription rights
            represented by any warrant, the relevant subscription rights shall
            be exercisable in respect of a nominal amount of shares equal to the
            amount in cash which the holder of such warrant is required to pay
            on exercise of the subscription rights represented thereby (or, as
            the case may be the relevant portion thereof in the event of a
            partial exercise of the subscription rights) and, in addition, there
            shall be allotted in respect of such subscription rights to the
            exercising warrantholder, credited as fully paid, such additional
            nominal

                                       45
<PAGE>

            amount of shares as is equal to the difference between:

            (i)   the said amount in cash which the holder of such warrant is
                  required to pay on exercise of the subscription rights
                  represented thereby (or, as the case may be, the relevant
                  portion thereof in the event of a partial exercise of the
                  subscription rights); and

            (ii)  the nominal amount of shares in respect of which such
                  subscription rights would have been exercisable having regard
                  to the provisions of the conditions of the warrants, had it
                  been possible for such subscription rights to represent the
                  right to subscribe for shares at less than par and immediately
                  upon such exercise so much of the sum standing to the credit
                  of the Subscription Rights Reserve as is required to pay up in
                  full such additional nominal amount of shares shall be
                  capitalised and applied in paying up in full such additional
                  nominal amount of shares which shall forthwith be allotted
                  credited as fully paid to the exercising warrantholders; and

      (d)   if, upon the exercise of the subscription rights represented by any
            warrant, the amount standing to the credit of the Subscription
            Rights Reserve is not sufficient to pay up in full such additional
            nominal amount of shares equal to such difference as aforesaid to
            which the exercising warrantholder is entitled, the Board shall
            apply any profits or reserves then or thereafter becoming available
            (including, to the extent permitted by law, share premium account)
            for such purpose until additional nominal amount of shares is paid
            up and allotted as aforesaid and until then no dividend or other
            distribution shall be paid or made on the fully paid shares of the
            Company then in issue. Pending such payment and allotment, the
            exercising warrantholder shall be issued by the Company with a
            certificate evidencing his right to the allotment of such additional
            nominal amount of shares. The rights represented by any such
            certificate shall be in registered form and shall be transferable in
            whole or in part in units of one share in the like manner as the
            shares for the time being are transferable, and the Company shall
            make such arrangements in relation to the maintenance of a register
            therefore and other matters in relation thereto as the Board may
            think fit and adequate particulars thereof shall be made known to
            each relevant exercising warrantholder upon the issue of such
            certificate.

      (2) Shares allotted pursuant to the provisions of this Bye-law shall rank
pari passu in all respects with the other shares allotted on the relevant
exercise to the subscription rights represented by the warrant concerned.
Notwithstanding anything contained in paragraph (1) of this Bye-law, no fraction
of any share shall be allotted on exercise of the subscription rights.

      (3) The provision of this Bye-law as to the establishment and maintenance
of the Subscription Rights Reserve shall not be altered or added to in any way
which would vary or abrogate, or which would have the effect of varying or
abrogating the provisions for the benefit of any warrantholder or class of
warrantholders under this Bye-law without the sanction of a special resolution
of such warrantholders or class of warrantholders.

      (4) A certificate or report by the Auditor as to whether or not the
Subscription Rights Reserve is required to be established and maintained and if
so the amount thereof so required to be established and maintained, as to the
purposes for which the Subscription Rights Reserve has been used, as to the
extent to which it has been used to make good losses of the Company, as to the
additional nominal amount of shares required to be allotted to exercising
warrantholders credited as fully paid, and as to any other matter concerning the
Subscription Rights Reserve shall (in the absence of manifest error) be
conclusive and binding upon the Company and all warrantholders and shareholders.

                               ACCOUNTING RECORDS

151, The Board shall cause true accounts to be kept of the sums of money
received and expended by the Company, and the matters in respect of which such
receipt and expenditure take place, and of the property, assets, credits and
liabilities of the Company and of all other matters required by the Act or
necessary to give a true and fair view of the Company's affairs and to explain
its transactions.

152. The accounting records shall be kept at the head office or, subject to the
Act, at such other place or places as the Board decides and shall always be open
to inspection by the Directors provided that such records as are required by the
Statutes shall also be kept at the Office. No Member (other than a Director) or
other person shall have any right of inspecting any accounting record or book or
document of the Company except as conferred by the Statutes or ordered by a
court of competent jurisdiction or authorised by the Board or the Company in
general meeting.

                                       46
<PAGE>

153. Subject to Section 88 of the Act, a printed copy of the Directors' report,
accompanied by the balance sheet and profit and loss account, including every
document required by law to be annexed thereto, made up to the end of the
applicable financial year and containing a summary of the assets and liabilities
of the Company under convenient heads and a statement of income and expenditure,
together with a copy of the Auditor's report, shall be sent to each person
entitled to receive notices of general meetings of the Company in accordance
with the provisions of the Act and these Bye-laws at least twenty-one (21) days
before the date of the general meeting and laid before the Company in general
meeting in accordance with the requirements of the Act provided that this
Bye-law shall not require a copy of those documents to be sent to any person
whose address the Company is not aware or to more than one of the joint holders
of any shares or debentures.

                                      AUDIT

154. (1) Subject to Section 88 of the Act, at the annual general meeting or at
subsequent special general meeting in each year, the Members shall appoint an
auditor to audit the accounts of the Company and such Auditor shall hold office
until the Members appoint another auditor but if an appointment is not made, the
Auditor in office shall continue in office until a successor is appointed. Such
Auditor may be a Member but no Director or officer or employee of the Company
shall, during his continuance in office, be eligible to act as an auditor of the
Company.

      (2) Subject to Section 89 of the Act, a person, other than a retiring
Auditor, shall not be capable of being appointed Auditor at an annual general
meeting unless notice in writing of an intention to nominate that person to the
office of Auditor has been given not less than fourteen (14) days before the
annual general meeting and furthermore, the Company shall send a copy of any
such notice to the retiring Auditor.

      (3) The Members may, at any general meeting convened and held in
accordance with these Bye-laws, by special resolution remove the Auditor at any
time before the expiration of his term of office and shall by ordinary
resolution at that meeting appoint another Auditor in his stead for the
remainder of his term.

      (4) Subject to the provisions of the Act, all acts done by any person
acting as Auditor shall, as regards all persons dealing in good faith with the
Company, be valid, notwithstanding that there was some defect in their
appointment or that they were at the time of their appointment not qualified for
appointment or subsequently became disqualified.

155. Subject to Section 88 of the Act the accounts of the Company shall be
audited at least once in every year.

156. The remuneration of the Auditor shall be fixed by the Company in general
meeting or by the Board, if authorised to do so by the Members, or in such
manner as the Members may determine.

157. If the office of Auditor becomes vacant by the resignation or death of the
Auditor, or by his becoming incapable of acting by reason of illness or other
disability at a time when his services are required, the Directors may fill any
casual vacancy in the office of Auditor, but while any such vacancy continues
the surviving or continuing Auditor (if any) may act and the remuneration of any
Auditor appointed to fill any casual vacancy may be fixed by the Directors.

158. 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 he 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.

159. The statement of income and expenditure and the balance sheet provided for
by these Bye-laws shall be examined by the Auditor and compared by him with the
books, accounts and vouchers relating thereto; and he shall make a written
report thereon stating whether such statement and balance sheet are drawn up so
as to present fairly the financial position of the Company and the results of
its operations for the period under review and, in case information shall have
been called for from Directors or officers of the Company, whether the same has
been furnished and has been satisfactory. The financial statements of the
Company 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. The generally
accepted auditing standards referred to herein may be those of a country or
jurisdiction other than Bermuda. If so, the financial statements and the report
of the Auditor should disclose this fact and name such country or jurisdiction.

                                     NOTICES

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<PAGE>

160. Any Notice from the Company to a Member shall be given in writing or by
cable, telex or facsimile transmission message and any such Notice and (where
appropriate) any other document may be served or delivered by the Company on or
to any Member either personally or by sending it through the post in a prepaid
envelope addressed to such Member at his registered address as appearing in the
Register or at any other address supplied by him to the Company for the purpose
or, as the case may be, by transmitting it to any such address or transmitting
it to any telex or facsimile transmission number supplied by him to the Company
for the giving of Notice to him or which the person transmitting the Notice
reasonably and bona fide believes at the relevant time will result in the notice
being duly received by the Member or may also be served by advertisement in
appointed newspapers (as defined in the Act) or the Newspapers and in accordance
with the requirements of the Designated Stock Exchange. In the case of joint
holders of a share all notices shall be given to that one of the joint holders
whose name stands first in the Register and notice so given shall be deemed a
sufficient service on or delivery to all the joint holders. The signature to any
notice to be given by the Company may be written or printed.

161. Any Notice or other document:

      (a)   if served or delivered by post, shall where appropriate be sent by
            airmail and shall be deemed to have been served or delivered on the
            day following that on which the envelope containing the same,
            properly prepaid and addressed, is put into the post; in proving
            such service or delivery it shall be sufficient to prove that the
            envelope or wrapper containing the notice or document was properly
            addressed and put into the post and a certificate in writing signed
            by the Secretary or other officer of the Company or other person
            appointed by the Board that the envelope or wrapper containing the
            notice or other document was so addressed and put into the post
            shall be conclusive evidence thereof;

      (b)   if served or delivered in any other manner contemplated by these
            Bye-laws other than by advertisement in appointed newspapers or
            Newspapers, shall be deemed to have been served or delivered at the
            time of personal service or delivery or, as the case may be, at the
            time of the relevant despatch or transmission; and in proving such
            service or delivery a certificate in writing signed by the Secretary
            or other officer of the Company or other person appointed by the
            Board as to the fact and time of such service, delivery, despatch or
            transmission shall be conclusive evidence thereof; and

      (c)   if served by advertisement in appointed newspapers or Newspapers,
            shall be deemed to have been served on the day on which the notice
            is first published.

162. (1) Any Notice or other document delivered or sent by post to or left at
the registered address of any Member in pursuance of these Bye-laws shall,
notwithstanding that such Member is then dead or bankrupt or that any other
event has occurred, and whether or not the Company has notice of the death or
bankruptcy or other event, be deemed to have been duly served or delivered in
respect of any share registered in the name of such Member as sole or joint
holder unless his name shall, at the time of the service or delivery of the
notice or document, have been removed from the Register as the holder of the
share, and such service or delivery shall for all purposes be deemed a
sufficient service or delivery of such Notice or document on all persons
interested (whether jointly with or as claiming through or under him) in the
share.

      (2) A notice may be given by the Company to the person entitled to a share
in consequence of the death, mental disorder or bankruptcy of a Member by
sending it through the post in a prepaid letter, envelope or wrapper addressed
to him by name, or by the title of representative of the deceased, or trustee of
the bankrupt, or by any like description, at the address, if any, supplied for
the purpose by the person claiming to be so entitled, or (until such an address
has been so supplied) by giving the notice in any manner in which the same might
have been given if the death, mental disorder or bankruptcy had not occurred.

      (3) Any person who by operation of law, transfer or other means whatsoever
shall become entitled to any share shall be bound by every notice in respect of
such share which prior to his name and address being entered on the Register
shall have been duly given to the person from whom he derives his title to such
share.

                                   SIGNATURES

163. For the purposes of these Bye-laws, a cable or telex or facsimile
transmission message purporting to come from a holder of shares or, as the case
may be, a Director or alternate Director, or, in the case of a corporation which
is a holder of shares from a director or the secretary thereof or a duly
appointed attorney or duly authorised representative thereof for it and on its
behalf, shall in the absence of express evidence to the contrary

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<PAGE>

available to the person relying thereon at the relevant time be deemed to be a
document or instrument in writing signed by such holder or Director or alternate
Director in the terms in which it is received.

                                   WINDING UP

164.  (1) The Board shall have power in the name and on behalf of the Company to
present a petition to the court for the Company to be wound up.

      (2) A resolution that the Company be wound up by the court or be wound up
voluntarily shall be a special resolution.

165. (1) If the Company shall be wound up (whether the liquidation is voluntary
or by the court) the liquidator may, with the authority of a special resolution
and any other sanction required by the Act, divide among the Members in specie
or kind the whole or any part of the assets of the Company and whether or not
the assets shall consist of properties of one kind or shall consist of
properties to be divided as aforesaid of different kinds, and may for such
purpose set such value as he deems fair upon any one or more class or classes of
property 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
authority, vest any part of the assets in trustees upon such trusts for the
benefit of the Members as the liquidator with the like authority shall think
fit, and the liquidation of the Company may be closed and the Company dissolved,
but so that no contributory shall be compelled to accept any shares or other
property in respect of which there is a liability.

      (2) If the Company shall be wound up, the surplus assets remaining after
payment to all creditors shall be divided among the Members in proportion to the
capital paid up on the shares held by them respectively, and if such surplus
assets shall be insufficient to repay the whole of the paid up capital, they
shall be distributed subject to the rights of any shares which may be issued on
special terms and conditions, so that, as nearly as may be, the losses shall be
borne by the Members in proportion to the capital paid up on the shares held by
them respectively.

                                    INDEMNITY

166. (1) Subject to the provisions of and so far as may be permitted by the Act,
the Directors, Secretary and other officers and every Auditor for the time being
of the Company and the liquidator or trustees (if any) for the time being acting
in relation to any of the affairs of the Company and everyone of them, and
everyone of their heirs, executors and administrators, shall be indemnified and
secured harmless out of the assets and profits of the Company from and against
all actions, costs, charges, losses, damages and expenses which they or any of
them, their or any of 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, in their respective offices
or trusts; and none of them shall be answerable for the acts, receipts, neglects
or defaults of the other or others of them or for joining in any receipts of 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 fraud or dishonesty
which may attach to any of said persons.

      (2) Subject to the provisions of and so far as may be permitted by the
Act, each Member agrees to waive any claim or right of action he might have,
whether individually or by or in the right of the Company, against any Director
on account of any action taken by such Director, or the failure of such Director
to take any action in the performance of his duties with or for the Company;
PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud
or dishonesty which may attach to such Director.

                     ALTERATION OF BYE-LAWS AND AMENDMENT TO
                  MEMORANDUM OF ASSOCIATION AND NAME OF COMPANY

167. 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 Directors and
confirmed by a special resolution of the Members. A special resolution shall be
required to alter the provisions of the memorandum of association or to change
the name of the Company.

                                   INFORMATION

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<PAGE>

168. No Member (not being a Director) shall be entitled to require discovery of
or any information respecting any detail of the Company's trading or any matter
which is or may be in the nature of a trade secret or secret process which may
relate to the conduct of the business of the Company and which in the opinion of
the Directors it will be inexpedient in the interests of the members of the
Company to communicate to the public.

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