THE COMPANIES LAW (2003 REVISION)
                        ---------------------------------

                            COMPANY LIMITED BY SHARES
                            -------------------------

                              AMENDED AND RESTATED

                             ARTICLES OF ASSOCIATION

                                       OF

                            SCOTTISH RE GROUP LIMITED

     (Amended and Restated by Special Resolutions passed on 2nd March, 2007


1. In these Articles Table A in the Schedule to the Statute does not apply and,
unless there be something in the subject or context inconsistent therewith,

        "Affiliate"          has the meaning ascribed thereto in Rule 144
                             promulgated  under the  Securities Act.

        "Articles"           means these Articles as originally framed or as
                             from time to time altered by Special Resolution.

        "Auditors"           means the persons for the time being performing the
                             duties of auditors of the Company.

        "Business Day"       means any day, other than a Saturday, a Sunday or
                             any day in which banks in George Town, Cayman
                             Islands or the city of New York,United States are
                             authorised or obligated by law or executive order
                             to close.

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

        "Company"            means the above-named Company.

        "Controlled Shares"  in reference to any person means:


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                             (a) all shares of the Company directly, indirectly
                                 or constructively owned by such person within
                                 the meaning of Section 958 of the Code; or

                             (b) all shares of the Company directly, indirectly
                                 or beneficially owned by such person within the
                                 meaning of Section 13(d) of the Exchange Act
                                 (including any shares beneficially owned by any
                                 group of persons as so defined and including
                                 any shares that would otherwise be excluded by
                                 the provisions of Section 13(d)(6) thereof) and
                                 the rules and regulations thereunder, as
                                 amended from time to time (including any shares
                                 that would otherwise be excluded by the
                                 provisions of Rule 13d-4 thereof).

                                 Notwithstanding anything contained in these
                                 Articles to the contrary, the affirmative vote
                                 of the holders of at least sixty-six and
                                 two-thirds percent (66 2/3%) of the outstanding
                                 shares entitled to vote, voting together as a
                                 single class, shall be required to amend or
                                 repeal, or adopt any provision inconsistent
                                 with, the definition of Controlled Shares
                                 contained in this Article 1.

        "debenture"          means debenture stock, mortgages, bonds and any
                             other such securities of the Company whether
                             constituting a charge on the assets of the Company
                             or not.

        "Directors"          means the directors for the time being of the
                             Company.

        "dividend"           includes bonus.

        "Exchange Act"       means the United States Securities Exchange Act of
                             1934 as amended from time to time or any federal
                             statute from time to time in effect that has
                             replaced such statute, and any reference in these
                             Articles to a provision of the Exchange Act or a
                             rule or regulation promulgated thereunder means
                             such provision, rule or regulation as amended from
                             time to time or any provision of a federal law, or
                             any federal rule or regulation, from time to time
                             in effect that has replaced such provision, rule or
                             regulation.

        "Fair Market Value"  means, with respect to a repurchase of any shares
                             of the Company in accordance with these Articles,
                             (i) if such shares are listed on a securities
                             exchange (or quoted in a securities quotation
                             system), the average closing sale price of such
                             shares on such exchange (or in such quotation
                             system), or, if such shares are listed on (or
                             quoted in) more than one exchange (or quotation
                             system), the average closing sale price of the
                             shares on the principal securities exchange


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                             (or quotation system) on which such shares are then
                             traded, or, if such shares are not then listed on a
                             securities exchange (or quotation system) but are
                             traded in the over-the-counter market, the average
                             of the latest bid and asked quotations for such
                             shares in such market, in each case for the last
                             five trading days immediately preceding the day on
                             which notice of the repurchase of such shares is
                             sent pursuant to these Articles or (ii) if no such
                             closing sales prices or quotations are available
                             because such shares are not publicly traded or
                             otherwise, the fair value of such shares as
                             determined by one independent nationally recognized
                             investment banking firm chosen by the Company and
                             reasonably satisfactory to the Member whose shares
                             are to be so repurchased by the Company, provided
                             that the calculation of the Fair Market Value of
                             the shares made by such appointed investment
                             banking firm (i) shall not include any discount
                             relating to the absence of a public trading market
                             for, or any transfer restrictions on, such shares,
                             and (ii) such calculation shall be final and the
                             fees and expenses stemming from such calculation
                             shall be borne by the Company or its assignee, as
                             the case may be.

        "Member"             shall bear the meaning as ascribed to it in the
                             Statute.

        "month"              means calendar month.

        "Ordinary Share"     means the ordinary shares of US$0.01 par value each
                             in the authorised capital of the Company issued
                             subject to and in accordance with the provisions of
                             the Statute and of these Articles and having the
                             rights provided for under these Articles.

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

        "Preferred Share"    means the preferred shares of US$0.01 par value
                             each in the authorised capital of the Company
                             issued subject to and in accordance with the
                             provisions of the Statute and of these Articles and
                             having the rights provided for under these
                             Articles.

        "paid-up"            means paid-up and/or credited as paid-up.

        "registered office"  means the registered office for the time being of
                             the Company.

        "Seal"               means the common seal of the Company and includes
                             every duplicate seal.


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        "Secretary"          includes an Assistant Secretary and any person
                             appointed to perform the duties of Secretary of the
                             Company.

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

        "share"              includes any Ordinary Share or Preferred Share and
                             any fraction of a share.

        "Special Resolution" has the same meaning as in the Statute and includes
                             a resolution approved in writing as described
                             therein.

        "Statute"            means the Companies Law of the Cayman Islands as
                             amended and every statutory modification or
                             re-enactment thereof for the time being in force.

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

        "10% Shareholder"    means a Person who owns, in the aggregate, (i)
                             directly, indirectly or constructively within the
                             meaning of Section 958 of the Code or (ii)
                             directly, indirectly or beneficially within the
                             meaning of Section 13(d) of the Exchange Act
                             (including any shares beneficially owned by any
                             group of persons as so defined and including any
                             shares that would otherwise be excluded by the
                             provisions of Section 13(d)(6) thereof) and the
                             rules and regulations thereunder, as amended from
                             time to time (including any shares that would
                             otherwise be excluded by the provisions of Rule
                             13d-4 thereof) issued shares of the Company
                             representing ten percent (10%) or more of the total
                             combined voting rights attaching to the issued
                             shares of the Company.


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        "Unadjusted Basis"   when used with respect to the aggregate voting
                             rights held by any Member, refers to the
                             determination of such rights without reference to
                             the provisions relating to the adjustment of
                             voting rights contained in Article 47.

        "United States"      means the United States of America and dependent
                             territories or any part thereof.

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

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

        "written" and
        "in writing"         include all modes of representing or reproducing
                             words in visible form.

        Words importing the singular number only include the plural number
        and vice-versa.

        Words importing the masculine gender only include the feminine gender.

2. The business of the Company may be commenced as soon after incorporation as
the Directors shall see fit, notwithstanding that only part of the shares may
have been allotted.

3. The Directors may pay, out of the capital or any other monies of the Company,
all expenses incurred in or about the formation and establishment of the Company
including the expenses of registration.

                             CERTIFICATES FOR SHARES
                             -----------------------

4. Certificates representing shares of the Company shall be in such form as
shall be determined by the Directors. Such certificates may be under Seal. All
certificates for shares shall be consecutively numbered or otherwise identified
and shall specify the shares to which they relate. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered in the register of Members of the
Company. All certificates surrendered to the Company for transfer shall be
cancelled and no new


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certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled. The Directors may authorise
certificates to be issued with the seal and authorised signature(s) affixed by
some method or system of mechanical process.

5. Notwithstanding Article 4 of these Articles, if a share certificate be
defaced, lost or destroyed, it may be renewed on payment of a fee of one dollar
(US$l.00) or such less sum and on such terms (if any) as to evidence and
indemnity and the payment of the expenses incurred by the Company in
investigating evidence, as the Directors may prescribe.

                                 ISSUE OF SHARES
                                 ---------------

6. (a) Subject to the provisions, if any, in that behalf in the Memorandum of
Association and in these Articles, including Article 6(b) and to any direction
that may be given by the Company in general meeting and without prejudice to any
special rights previously conferred on the holders of existing shares, the
Directors may allot, issue, grant options over or otherwise dispose of shares
(including without limitation Preferred Shares) of the Company (including
fractions of a share) with or without preferred, deferred or other special
rights or restrictions, whether in regard to dividend, voting, return of capital
or otherwise and to such persons, at such times and on such other terms as they
think proper. Unless otherwise determined by the Directors the authorised share
capital shall be represented by Ordinary Shares with respective rights as set
forth in sub-paragraph (c) below, and other classes or series of shares with
respective rights to be determined upon the creation thereof by action of the
Directors from time to time as set forth in sub-paragraph (d) below.

     (b) Notwithstanding Article 6(a) of these Articles, the Company shall not
issue any shares in a manner that the Board of Directors of the Company believes
would cause, by reason of such issuance, the total Controlled Shares of any
Person to equal or exceed 10% of a class of the Company's shares; provided,
however, that this provision shall not apply to:

          (i)  any issuance of shares to a person acting as an underwriter in
               the ordinary course of its business, purchasing such shares
               pursuant to a purchase agreement to which the Company is a party,
               for resale; and / or

          (ii) any issuance of shares contemplated by or pursuant to the
               provisions of the Securities Purchase Agreement dated November
               26, 2006 by and among the Company, MassMutual Capital Partners
               LLC and SRGL Acquisition, LLC (the "Share Purchase Agreement"),
               or pursuant to the terms of any Convertible Shares (as defined in
               the Share Purchase Agreement) issued pursuant thereto and the
               Company may issue such Convertible Shares and any Ordinary Shares
               on the conversion thereof as contemplated thereby.

     (c) Unless otherwise determined by the Directors the Ordinary Shares shall
have the following rights:

          (i)  Dividends. The holders of Ordinary Shares shall be entitled to
               receive


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               dividends declared in accordance with these Articles.

          (ii) Liquidation. In the event of any dissolution, liquidation or
               winding up of the Company, whether voluntary or involuntary,
               after there shall have been paid or set aside for payment to
               creditors and to the holders of any outstanding shares ranking
               senior to the Ordinary Shares as to distribution on liquidation,
               distribution or winding up, the full amounts to which they shall
               be entitled, the holders of the then outstanding Ordinary Shares
               shall be entitled to receive, pro rata according to the number of
               Ordinary Shares registered in the names of such Members, any
               remaining assets of the Company available for distribution to its
               Members; provided, if, at such time, the holder of Ordinary
               Shares has any outstanding debts, liabilities or engagements to
               or with the Company (whether presently payable or not), either
               alone or jointly with any other person, whether a Member or not,
               (including, without limitation, any liability associated with the
               unpaid purchase price of such Ordinary Shares), the liquidator
               appointed to oversee the liquidation of the Company shall deduct
               from the amount payable in respect of such Ordinary Shares the
               aggregate amount of such debts, liabilities and engagements and
               apply such amount to any of such holder's debts, liabilities or
               engagements to or with the Company (whether presently payable or
               not). The liquidator may distribute, in kind, to the holders of
               the Ordinary Shares remaining assets of the Company or may sell,
               transfer or otherwise dispose of all or any part of such
               remaining assets to any other corporation, trust or entity and
               receive payment therefor in cash, shares or obligations of such
               other corporation, trust or entity or any combination thereof,
               and may sell all or any part of the consideration so received,
               and may distribute the consideration received or any balance or
               proceeds thereof to holders of the Ordinary Shares.

          (iii) Voting. Each outstanding Ordinary Share of the Company shall be
               entitled to one vote per share (subject to Article 47) and the
               holder thereof shall be entitled to notice of, to attend, and to
               vote at, General Meetings of the Company in accordance with these
               Articles.

          (iv) Reservation of Ordinary Shares. Such numbers of Ordinary Shares
               as may from time to time be required for such purpose shall be
               reserved for issuance upon exercise of any options or warrants to
               purchase Ordinary Shares.

          (v)  Preemptive Rights. No holder of Ordinary Shares of the Company
               shall, by reason of such holding, have any preemptive right to
               subscribe to any additional issue of shares of any class or
               series nor to any security convertible, exercisable or
               exchangeable into such shares.

          (vi) Redemption. Any issued and outstanding Ordinary Shares shall be
               redeemable in such circumstances and on such terms as shall be
               agreed by the Directors and the holder thereof, subject always to
               the laws of the Cayman


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               Islands, and the Directors may deduct from the redemption price
               for such shares the aggregate amount of any outstanding debts,
               liabilities and engagements to or with the Company (whether
               presently payable or not) by the holder of such shares, either
               alone or jointly with any other person, whether a Member or not.
               Without limiting the foregoing, the Company may, from time to
               time, purchase or redeem all or part of the Ordinary Shares of
               any Member, whether or not the Company has made a similar offer
               to all or any of the other Members; notwithstanding the
               foregoing, the Company shall not redeem or purchase any Ordinary
               Shares in a manner that the Board of Directors believes would
               cause, by reason of such redemption or purchase, the total
               Controlled Shares of any Person to equal or exceed 10% of a class
               of the Company's shares.

     (d) The Directors are authorized, without obtaining any vote or consent of
the holders of any class or series of shares of the Company unless expressly
provided by the terms of issue of such class or series, subject to any
limitations prescribed by law, to provide from time to time for the issuance of
other classes or series of shares, and in accordance with applicable procedures
of the Statute, to establish the characteristics of each class or series
including, without limitation, the following:

          (i)  the number of shares of that class or series, which may
               subsequently be increased or decreased (but not below the number
               of shares of that class or series then outstanding) by resolution
               of the Directors, and the distinctive designation thereof;

          (ii) the voting powers (subject to Article 47), full or limited, if
               any, of the shares of that class or series;

          (iii) the rights in respect of dividends on the shares of that class
               or series, whether dividends shall be cumulative and, if so, from
               which date or dates and the relative rights or priority, if any,
               of payment of dividends on shares of that class or series and any
               limitations, restrictions or conditions on the payment of
               dividends;

          (iv) the relative amounts, and the relative rights or priority, if
               any, of payment in respect of shares of that class or series,
               which the holders of the shares of that class or series shall be
               entitled to receive upon any liquidation, dissolution or winding
               up of the Company;

          (v)  the terms and conditions (including the price or prices, which
               may vary under different conditions and at different redemption
               dates), if any, upon which all or any part of the shares of that
               class or series may be redeemed or purchased and any limitations,
               restrictions or conditions on such redemption; provided that any
               provision for redemption of any class or series of shares issued
               pursuant to this Article 6(d) shall be restricted by


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               the condition that the Company shall not redeem or purchase any
               shares of any such class or series in a manner that the Board of
               Directors believes would cause, by reason of such redemption or
               purchase, the total Controlled Shares of any Person other than
               (a) the Persons acquiring Convertible Shares pursuant to the
               Share Purchase Agreement or any Affiliate of such Person
               (together, the "Investors" and each an "Investors") of (b) any
               person who, indirectly through or by attribution from the
               Investors is treated as controlling the Preferred Shares or any
               Ordinary Shares into which the Preferred Shares are convertible
               (each, an "Attributed Investor") to equal or exceed 10% of a
               class of the Company's shares. For purposes of the immediately
               preceding sentence, the term "Affiliate", with respect to any
               Person, shall include funds under common management with such
               Person and their respective members, limited partners and
               affiliates;

          (vi) the terms, if any, of any purchase, retirement or sinking fund to
               be provided for the shares of that class or series;

          (vii) the terms, if any, upon which the shares of that class or series
               shall be convertible into or exercisable or exchangeable for
               shares of any other class, classes or series, or other
               securities, whether or not issued by the Company;

          (viii) the restrictions, limitations and conditions, if any, upon
               issuance of indebtedness of the Company so long as any shares of
               that class or series are outstanding;

          (ix) restrictions on the issuance of shares of the same series or any
               other series; and

          (x)  any other preferences and relative, participating, optional or
               other rights and limitations not inconsistent with applicable law
               or the provisions of this Article 6.

     (e) In the event of any conflict, the provisions of this Article 6 shall
override the provisions of any other Article of these presents.

     (f) Unless otherwise specified by the Board of Directors, any shares which
have been called, redeemed or otherwise repurchased by the Company shall have
the status of authorised but unissued shares and may be subsequently issued for
valid consideration.

     (g) The Directors shall have the fullest powers permitted by law to pay all
or any redemption monies in respect of any shares out of the Company's share
capital and share premium accounts.


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     (h) To the extent required to comply with Section 32(1) of the Companies
Law, the Company shall not issue bearer shares, certificates or coupons.

7. The Company shall maintain a register of its Members and every person whose
name is entered as a Member in the register of Members shall be entitled without
payment to receive within two months after allotment or lodgement of transfer
(or within such other period as the conditions of issue shall provide) one
certificate for all his shares or several certificates each for one or more of
his shares upon payment of fifty cents (US$0.50) for every certificate after the
first or such less sum as the Directors shall from time to time determine
provided that in respect of a share or shares held jointly by several persons
the Company shall not be bound to issue more than one certificate and delivery
of a certificate for a share to one of the several joint holders shall be
sufficient delivery to all such holders.

                               TRANSFER OF SHARES
                               ------------------

8. The instrument of transfer of any share shall be in writing and shall be
executed by or on behalf of the transferor (and, in the case of a partly paid
share, by the transferee) and the transferor shall be deemed to remain the
holder of a share until the name of the transferee is entered in the register in
respect thereof.

9.   (a) Subject to the Statute, this Article 9 and such other of the
restrictions contained in these Articles and elsewhere as may be applicable, and
except, in the case of any shares other than the Ordinary Shares, as may
otherwise by provided by the terms of issuance thereof, any Member may sell,
assign, transfer or otherwise dispose of shares of the Company at the time owned
by it and, upon receipt of a duly executed form of transfer in writing, the
Directors shall procure the timely registration of the same. If the Directors
refuse to register a transfer for any reason, they shall notify the proposed
transferor and transferee within thirty days of such refusal.

     (b) Except with respect to transfers of the Company's shares executed on
any recognized securities exchange or inter-dealer quotation system, including
without limitation the New York Stock Exchange and the Nasdaq National Market,
the Directors shall decline to register a transfer of shares if the Directors
have reason to believe that the effect of such transfer would be to increase the
number of total Controlled Shares of any Person to ten percent (10%) or any
higher percentage of a class of the Company's shares on an Unadjusted Basis;
provided that this restriction shall not apply to any shares transferred or to
be transferred to an Investor or an Attributed Investor or in respect of any
shares in the Company that are Controlled Shares of an Investor or an Attributed
Investor or any transfer contemplated by an Investor to any Acquiring Entity (as
defined in the certificate of designations in respect of the Convertible Shares
pursuant to the Share Purchase Agreement).

     (c) Except with respect to transfers of the Company's shares executed on
any recognized securities exchange or inter-dealer quotation system, including
without limitation the New York Stock Exchange and the Nasdaq National Market,
the Directors may, in their absolute and unfettered discretion, decline to
register the transfer of any shares if the Directors have reason to believe (i)
that such transfer may expose the Company, any subsidiary thereof, any


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                                       11


Member or any Person insured or reinsured or proposing to be insured or
reinsured by the Company or any such subsidiary to adverse tax or regulatory
treatment in any jurisdiction or (ii) that registration of such transfer under
the Securities Act or under any blue sky or other United States state securities
laws or under the laws of any other jurisdiction is required and such
registration has not been duly effected (provided, however, that in this case
(ii) the Directors shall be entitled to request and rely on an opinion of
counsel to the transferor or the transferee, in form and substance satisfactory
to the Directors, that no such approval or consent is required and no such
violation would occur, and the Directors shall not be obligated to register any
transfer absent the receipt of such an opinion).

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

     (e) The Directors may require any Member, or any Person proposing to
acquire shares of the Company, to certify or otherwise provide information in
writing as to such matters as the Directors may require for the purpose of
giving effect to Articles 6(b), 6(c)(vi), 9(b), 9(c), 9(d), 9(f), 9(g), 89(a)
and 89(b), including as to such Person's status as a United States Person, its
Controlled Shares and other matters of the kind contemplated by Article 47. Such
request shall be made by written notice and the certification or other
information required shall be provided to such place and within such period (not
less than ten (10) Business Days after such notice is given unless the Directors
and such Member or proposed acquiror otherwise agree) as the Directors may
designate in such request. If any Member or proposed acquiror does not respond
to any such request by the Directors as requested, or if the Directors have
reason to believe that any certification or other information provided pursuant
to any such request is inaccurate or incomplete, the Directors may decline to
register any transfer or to effect any issuance or purchase of shares to which
such request relates.

     (f) With respect to a transfer of the Company's shares executed on any
recognized securities exchange or inter-dealer quotation system, including
without limitation the New York Stock Exchange and the Nasdaq National Market,
if the Directors have reason to believe that the effect of such transfer would
be to increase the total number of Controlled Shares of any Person to ten
percent (10%) or any higher percentage of a class of the Company's shares on an
Unadjusted Basis, the Directors may, in their absolute and unfettered
discretion, within ten (10) Business Days of learning of such transfer, cause a
notice to be delivered to such Person demanding that such Person surrender to an
agent designated by the Directors certificates representing the shares and any
dividends or distributions that the Person has received as a result of owning
the shares. Such a Person who has resold the shares before receiving such notice
will be required to transfer to the agent the proceeds of the sale, to the
extent such proceeds exceed the amount that the transferee paid for the shares,
together with any dividends or distributions that the transferee received from
the Company. As soon as practicable after receiving the shares and any dividends
or distributions that the transferee received, the agent will use its best
efforts to sell such shares and any non-cash dividends or distributions to the
extent tradable as marketable securities in an arm's-length transaction on any
recognized securities exchange or


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                                       12


inter-dealer quotation system, including without limitation the New York Stock
Exchange and the Nasdaq National Market. After applying the proceeds from such
sale toward reimbursing the transferee for the price paid for the shares, the
agent will pay any remaining proceeds and any cash dividends and distributions
to organizations described in Section 501(c)(3) of the Code that the Directors
designate. The proceeds of any such sale by the agent or the surrender of
dividends or distributions will not inure to the benefit of the Company or the
agent, but such amounts may be used to reimburse expenses incurred by the agent
in performing its duties.

     (g) With respect to a transfer of the Company's shares executed on any
recognized securities exchange or inter-dealer quotation system, including
without limitation the New York Stock Exchange and the Nasdaq National Market,
if the Directors have reason to believe that such transfer may expose the
Company, any subsidiary thereof, any Member or any Person insured or reinsured
or proposing to be insured or reinsured by to the Company or any such subsidiary
to adverse tax or regulatory treatment in any jurisdiction, the Directors may,
in their absolute and unfettered discretion, within ten (10) Business Days of
learning of such transfer, cause a notice to be delivered to such person
demanding that such Person surrender to an agent designated by the Directors
certificates representing the shares and any dividends or distributions that the
Person has received as a result of owning the shares. A Person who has resold
the shares before receiving such notice will be required to transfer to the
agent the proceeds of the sale, to the extent such proceeds exceed the amount
that the Person paid for the shares, together with any dividends or
distributions that the Person received from the Company. As soon as practicable
after receiving the shares and any dividends or distributions that the Person
received, the agent will use its best efforts to sell such shares and any
non-cash dividends or distributions to the extent tradable as marketable
securities in an arm's-length transaction on any recognized securities exchange
or inter-dealer quotation system, including without limitation the New York
Stock Exchange and the Nasdaq National Market. After applying the proceeds from
such sale toward reimbursing the Person for the price paid for the shares, the
agent will pay any remaining proceeds and any cash dividends and distributions
to organizations described in Section 501(c)(3) of the Code that the Directors
designate. The proceeds of any such sale by the agent or the surrender of
dividends or distributions will not inure to the benefit of the Company or the
agent, but such amounts may be used to reimburse expenses incurred by the agent
in performing its duties.

     (h) Notwithstanding anything contained in these Articles to the contrary,
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the outstanding shares entitled to vote, voting together as a
single class, shall be required to pass validly a Special Resolution to amend or
repeal, or adopt any provision inconsistent with, this Article 9.

10. The registration of transfers may be suspended at such time and for such
periods as the Directors may from time to time determine, provided always that
such registration shall not be suspended for more than forty-five days in any
year.


<PAGE>

                                       13


                                REDEEMABLE SHARES
                                -----------------

11.  (a) Subject to the provisions of the Statute, the Memorandum of Association
and these Articles (including Articles 6(c)(vi) and 6(d)(v)), shares may be
issued on the terms that they are, or at the option of the Company or the holder
are, to be redeemed on such terms and in such manner as the Company, before the
issue of the shares, may by Special Resolution determine.

     (b) Subject to the provisions of the Statute, the Memorandum of
Association, and these Articles (including Articles 6(c)(vi) and 6(d)(v)), the
Company may purchase its own shares (including fractions of a share), including
any redeemable shares, provided that the manner of purchase has first been
authorised by the Company in general meeting and may make payment therefor in
any manner authorised by the Statute, including out of capital.

                          VARIATION OF RIGHTS OF SHARES
                          -----------------------------

12.  (a) If at any time the share capital of the Company is divided into
different classes or series of shares, the rights attached to any class or
series (unless otherwise provided by the terms of issue of the shares of that
class or series) may, whether or not the Company is being wound-up, be varied
with the consent in writing of the holders of three-fourths of the issued shares
of that class or series, or with the sanction of a Special Resolution passed at
a general meeting of the holders of the shares of that class or series provided
that no such Special Resolution shall be effective unless the holders of at
least a majority of the issued shares of the class or series vote in favour of
such Special Resolution.

     (b) The provisions of these Articles relating to general meetings shall
apply to every such general meeting of the holders of one class or series of
shares except that the necessary quorum shall be one person holding or
representing by proxy at least a majority of the issued shares of the class or
series and that any holder of shares of the class or series present in person or
by proxy may demand a poll.

     (c) Class or series meetings and class or series votes may only be called
at the direction of the Directors. Nothing in this Article 12 gives any Member
or group of Members the right to call a class or series meeting or demand a
class or series vote.

13. The rights conferred upon the holders of the shares of any class or series
issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class or series, be deemed
to be varied by the creation or issue of further shares ranking pari passu
therewith. The rights of the holders of Ordinary Shares shall not be deemed to
be varied by the creation or issue of shares with preferred or other rights,
which may be effected by the Directors as provided in these Articles without any
vote or consent of the holders of Ordinary Shares.


<PAGE>

                                       14


                          COMMISSION ON SALE OF SHARES
                          ----------------------------

14. The Company may in so far as the Statute from time to time permits pay a
commission to any person in consideration of his subscribing or agreeing to
subscribe whether absolutely or conditionally for any shares of the Company.
Such commissions may be satisfied by the payment of cash or the lodgement of
fully or partly paid-up shares or partly in one way and partly in the other. The
Company may also on any issue of shares pay such brokerage as may be lawful.

                            NON-RECOGNITION OF TRUSTS
                            -------------------------

15. No person shall be recognised by the Company as holding any share upon any
trust and the Company shall not be bound by or be compelled in any way to
recognise (even when having notice thereof) any equitable, contingent, future,
or partial interest in any share, or any interest in any fractional part of a
share, or (except only as is otherwise provided by these Articles or the
Statute) any other rights in respect of any share except an absolute right to
the entirety thereof in the registered holder.

                                 LIEN ON SHARES
                                 --------------

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

17. The Company may sell, in such manner as the Directors think fit, any shares
on which the Company has a lien, but no sale shall be made unless a sum in
respect of which the lien exists is presently payable, nor until the expiration
of fourteen days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable,
has been given to the registered holder or holders for the time being of the
share, or the person, of which the Company has notice, entitled thereto by
reason of his death or bankruptcy. Effective upon such sale, any certificate
representing such shares prior to such sale shall be cancelled, whether or not
it was actually delivered to the Company.

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


<PAGE>

                                       15


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

                                 CALL ON SHARES
                                 --------------

20.  (a) The Directors may from time to time make calls upon the Members in
respect of any monies unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium or otherwise) and not by the conditions
of allotment thereof made payable at fixed terms, provided that no call shall be
payable at less than one month from the date fixed for the payment of the last
preceding call, and each Member shall (subject to receiving at least fourteen
days notice specifying the time or times of payment) pay to the Company at the
time or times so specified the amount called on the shares. A call may be
revoked or postponed as the Directors may determine. A call may be made payable
by instalments.

     (b) A call shall be deemed to have been made at the time when the
resolution of the Directors authorising such call was passed.

     (c) The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof.

21. If a sum called in respect of a share is not paid before or on a day
appointed for payment thereof, the persons from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time of
actual payment at such rate not exceeding ten per cent per annum as the
Directors may determine, but the Directors shall be at liberty to waive payment
of such interest either wholly or in part.

22. Any sum which by the terms of issue of a share becomes payable on allotment
or at any fixed date, whether on account of the nominal value of the share or by
way of premium or otherwise, shall for the purposes of these Articles be deemed
to be a call duly made, notified and payable on the date on which by the terms
of issue the same becomes payable, and in the case of non-payment all the
relevant provisions of these Articles as to payment of interest, forfeiture or
otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified.

23. The Directors may, on the issue of shares, differentiate between the holders
as to the amount of calls or interest to be paid and the times of payment.

24.  (a) The Directors may, if they think fit, receive from any Member willing
to advance the same, all or any part of the monies uncalled and unpaid upon any
shares held by him, and upon all or any of the monies so advanced may (until the
same would but for such advances, become payable) pay interest at such rate not
exceeding (unless the Company in general meeting shall otherwise direct) seven
per cent per annum, as may be agreed upon between the Directors and the Member
paying such sum in advance.


<PAGE>

                                       16


     (b) No such sum paid in advance of calls shall entitle the Member paying
such sum to any portion of a dividend declared in respect of any period prior to
the date upon which such sum would, but for such payment, become presently
payable.

                              FORFEITURE OF SHARES
                              --------------------

25.  (a) If a Member fails to pay any call or instalment of a call or to make
any payment required by the terms of issue on the day appointed for payment
thereof, the Directors may, at any time thereafter during such time as any part
of the call, instalment or payment remains unpaid, give notice requiring payment
of so much of the call, instalment or payment as is unpaid, together with any
interest which may have accrued and all expenses that have been incurred by the
Company by reason of such non-payment. Such notice shall name a day (not earlier
than the expiration of fourteen days from the date of giving of the notice) on
or before which the payment required by the notice is to be made, and shall
state that, in the event of non-payment at or before the time appointed the
shares in respect of which such notice was given will be liable to be forfeited.

     (b) If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given may at any time
thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Directors to that effect. Such forfeiture shall
include all dividends declared in respect of the forfeited share and not
actually paid before the forfeiture.

     (c) A forfeited share may be sold or otherwise disposed of on such terms
and in such manner as the Directors think fit and at any time before a sale or
disposition the forfeiture may be cancelled on such terms as the Directors think
fit.

26. A person whose shares have been forfeited shall cease to be a Member in
respect of the forfeited shares, but shall, notwithstanding, remain liable to
pay to the Company all monies which, at the date of forfeiture were payable by
him to the Company in respect of the shares together with interest thereon, but
his liability shall cease if and when the Company shall have received payment in
full of all monies whenever payable in respect of the shares.

27. A certificate in writing under the hand of one Director or the Secretary of
the Company that a share in the Company has been duly forfeited on a date stated
in the declaration shall be conclusive evidence of the fact therein stated as
against all persons claiming to be entitled to the share. The Company may
receive the consideration given for the share on any sale or disposition thereof
and may execute a transfer of the share in favour of the person to whom the
share is sold or disposed of and he shall thereupon be registered as the holder
of the share and shall not be bound to see to the application of the purchase
money, if any, nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.


<PAGE>

                                       17


28. The provisions of these Articles 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.

                     REGISTRATION OF EMPOWERING INSTRUMENTS
                     --------------------------------------

29. The Company shall be entitled to charge a fee not exceeding one dollar
(US$l.00) on the registration of every probate, letters of administration,
certificate of death or marriage, power of attorney, notice in lieu of
distringas, or other instrument.

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

30. In case of the death of a Member, the survivor or survivors where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole holder, shall be the only persons recognised by the
Company as having any title to his interest in the shares, but nothing herein
contained shall release the estate of any such deceased holder from any
liability in respect of any shares which had been held by him solely or jointly
with other persons.

31.  (a) Any person becoming entitled to a share in consequence of the death or
bankruptcy or liquidation or dissolution of a Member (or in any other way than
by transfer) may, upon such evidence being produced as may from time to time be
required by the Directors and subject as hereinafter provided, elect either to
be registered himself as holder of the share or to make such transfer of the
share to such other person nominated by him as the deceased or bankrupt person
could have made and to have such person registered as the transferee thereof,
but the Directors shall, in either case, have the same right to decline or
suspend registration as they would have had in the case of a transfer of the
share by that Member before his death or bankruptcy as the case may be.

     (b) If the person so becoming entitled shall elect to be registered himself
as holder he shall deliver or send to the Company a notice in writing signed by
him stating that he so elects.

32. A person becoming entitled to a share by reason of the death or bankruptcy
or liquidation or dissolution of a Member (or in any other case than by
transfer) 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, except that
he shall not, before being registered as a Member in respect of the share, be
entitled in respect of it to exercise any right conferred by membership in
relation to meetings of the Company PROVIDED HOWEVER that the Directors may at
any time give notice requiring any such person to elect either to be registered
himself or to transfer the share and if the notice is not complied with within
ninety days the Directors may thereafter withhold payment of all dividends,
bonuses or other monies payable in respect of the share until the requirements
of the notice have been complied with.


<PAGE>

                                       18


                AMENDMENT OF MEMORANDUM OF ASSOCIATION, CHANGE OF
                -------------------------------------------------
              LOCATION OF REGISTERED OFFICE & ALTERATION OF CAPITAL
              -----------------------------------------------------

33.  (a) Subject to and in so far as permitted by the provisions of the Statute,
the Company may from time to time by Special Resolution alter or amend its
Memorandum of Association and may, without restricting the generality of the
foregoing:

          (i)  increase the share capital by such sum to be divided into shares
               of such amount or without nominal or par value as the resolution
               shall prescribe and with such rights, priorities and privileges
               annexed thereto, as the Company in general meeting may determine;

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

          (iii) by subdivision of its existing shares or any of them divide the
               whole or any part of its share capital into shares of smaller
               amount than is fixed by the Memorandum of Association or into
               shares without nominal or par value;

          (iv) 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.

     (b) All new shares created hereunder shall be subject to the same
provisions with reference to the payment of calls, liens, transfer,
transmission, forfeiture and otherwise as the shares in the original share
capital.

     (c) Subject to the provisions of the Statute, the Company may by Special
Resolution change its name or alter its objects.

     (d) Without prejudice to Article 11 hereof and subject to the provisions of
the Statute, the Company may by Special Resolution reduce its share capital and
any capital redemption reserve fund.

     (e) Subject to the provisions of the Statute, the Company may by resolution
of the Directors change the location of its registered office.

                CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
                -------------------------------------------------

34. For the purpose of determining Members entitled to notice of or to vote at
any meeting of Members or any adjournment thereof, or Members entitled to
receive payment of any dividend, or in order to make a determination of Members
for any other proper purpose, the Directors of the Company may provide that the
register of Members shall be closed for transfers for a stated period but not to
exceed in any case forty days. If the register of Members shall be so closed for
the purpose of determining Members entitled to notice of or to vote at a meeting
of Members such register shall be so closed for at least ten days immediately
preceding such


<PAGE>

                                       19


meeting and the record date for such determination shall be the date of the
closure of the register of Members.

35. In lieu of or apart from closing the register of Members, the Directors may
fix in advance a date as the record date for any such determination of Members
entitled to notice of or to vote at a meeting of the Members and for the purpose
of determining the Members entitled to receive payment of any dividend the
Directors may, at or within 90 days prior to the date of declaration of such
dividend fix a subsequent date as the record date for such determination.

36. If the register of Members is not so closed and no record date is fixed for
the determination of Members entitled to notice of or to vote at a meeting of
Members or Members entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of Members. When a determination of Members
entitled to vote at any meeting of Members has been made as provided in this
section, such determination shall apply to any adjournment thereof.

                                 GENERAL MEETING
                                 ---------------

37.  (a) Subject to paragraph (c) hereof, the Company shall within one year of
its incorporation and in each year of its existence thereafter hold a general
meeting as its annual general meeting and shall specify the meeting as such in
the notices calling it. The annual general meeting shall be held at such time
and place as the Directors shall appoint and if no other time and place is
prescribed by them, it shall be held at the registered office on the second
Wednesday in May of each year at ten o'clock in the morning.

     (b) At these meetings the report of the Directors (if any) shall be
presented.

     (c) If the Company is exempted as defined in the Statute it may but shall
not be obliged to hold an annual general meeting.

38.  (a) Except as otherwise required by law, and subject to the terms of any
class or series of shares issued by the Company having a preference over the
Ordinary Shares as to dividends or upon liquidation to elect directors in
specified circumstances, extraordinary general meetings of the Members of the
Company may be called only by (i) a majority of the Directors or (ii) at the
request in writing of Members owning at least fifty percent (50%) of the
outstanding shares generally entitled to vote, subject, in the case of clause
(ii), to the following:

          (i)  The requisition must state the objects of the meeting and must be
               signed by the requisitionists and deposited at the registered
               office of the Company and may consist of several documents in
               like form each signed by one or more requisitionists.

          (ii) If the Directors do not within twenty-one days from the date of
               the deposit of the requisition duly proceed to convene a general
               meeting, the requisitionists, or any


<PAGE>

                                       20


               of them representing more than one-half of the total voting
               rights of all of them, may themselves convene a general meeting,
               but any meeting so convened shall not be held after the
               expiration of three months after the expiration of the said
               twenty-one days.

          (iii) A general meeting convened as aforesaid by requisitionists shall
               be convened in the same manner as nearly as possible as that in
               which general meetings are to be convened by Directors.

     (b) Any action required or permitted to be taken by the Members of the
Company must be taken at a duly called annual or extraordinary general meeting
of the Members of the Company and may not be taken by consent in writing or
otherwise.

     (c) Notwithstanding anything contained in these Articles to the contrary,
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the outstanding shares generally entitled to vote, voting together
as a single class, shall be required to pass validly a Special Resolution to
amend or repeal, or adopt any provision inconsistent with, this Article 38.

                           NOTICE OF GENERAL MEETINGS
                           --------------------------

39. Not less than ten (10) days nor more than sixty (60) days written notice
shall be given of an annual general meeting or any other general meeting. Every
notice shall be exclusive of the day on which it is given or deemed to be given
and of the day for which it is given and shall specify the place, the day and
the hour of the meeting and the general nature of the business and shall be
given in the manner hereinafter mentioned or in such other manner if any as may
be prescribed by the Company PROVIDED that a general meeting of the Company
shall, whether or not the notice specified in this regulation has been given and
whether or not the provisions of Article 38 have been complied with, be deemed
to have been duly convened if it is so agreed:

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

     (b) in the case of any other general meeting by a majority in number of the
Members having a right to attend and vote at the meeting, being a majority
together holding not less than seventy-five per cent in nominal value or in the
case of shares without nominal or par value seventy-five per cent of the shares
in issue, or their proxies.

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


<PAGE>

                                       21


                         PROCEEDINGS AT GENERAL MEETINGS
                         -------------------------------

41.  (a) No business shall be transacted at any general meeting unless a quorum
of Members is present at the time when the meeting proceeds to business; the
quorum required for a general meeting of the Members is the presence in person
or by proxy of Members holding at least 50% of the issued and outstanding shares
entitled to vote at such meeting provided, however, that no quorum shall exist
for the purpose of considering or passing any Special Resolution unless the
Members present in person or by proxy shall hold at least sixty-six and
two-thirds percent (66-2/3%) of the issued and outstanding shares of the Company
entitled to vote at such meeting.

     (b) If a Member desires to submit a proposal for consideration at an annual
general meeting or extraordinary general meeting, or to nominate persons for
election as Directors at any general meeting duly called for the election of
Directors, written notice of such Member's intent to make such a proposal or
nomination must be given and received by the Secretary of the Company at the
principal executive offices of the Company not later than (i) with respect to an
annual general meeting of Members, sixty (60) days prior to the anniversary date
of the immediately preceding annual general meeting, and (ii) with respect to an
extraordinary general meeting, the close of business on the tenth (10th) day
following the date on which notice of such meeting is first sent or given to
Members. Each notice shall describe the proposal or nomination in sufficient
detail for a proposal or nomination to be summarized on the agenda for the
meeting and shall set forth (i) the name and address, as it appears on the books
of the Company, of the Member who intends to make the proposal or nomination;
(ii) a representation that the Member is a holder of record of shares of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to present such proposal or nomination; and (iii) the class
and number of shares of the Company which are beneficially owned by the Member.
In addition, in the case of a Member's proposal, the notice shall set forth the
reasons for conducting such proposed business at the meeting and any material
interest of the Member in such business.

     (c) In the case of a nomination of any person for election as a Director,
the notice shall set forth: (i) the name and address of any person to be
nominated; (ii) a description of all arrangements or understandings between the
Member and each nominee and any other person or persons (naming such person or
persons pursuant to which the nomination or nominations are to be made by the
Member); (iii) such other information regarding such nominee proposed by such
Member as would be required to be included in a proxy statement filed pursuant
to Regulation 14A under the Exchange Act, whether or not the Company is then
subject to such Regulation; and (iv) the consent of each nominee to serve as a
Director of the Company, if so elected. The Chairman of the annual general
meeting or extraordinary general meeting shall, if the facts warrant, refuse to
acknowledge a proposal or nomination not made in compliance with the foregoing
procedure, and any such proposal or nomination not properly brought before the
meeting shall not be considered.

     (d) Notwithstanding anything contained in these Articles to the contrary,
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the outstanding shares entitled to vote, voting together as a
single class, shall be required to pass


<PAGE>

                                       22


validly a Special Resolution to amend or repeal, or adopt any provision
inconsistent with, this Article 41.

     (e) An Ordinary Resolution shall require the vote of a majority of such
shares as, being entitled to do so, vote in person or by proxy at any general
meeting at which the required quorum is present in person or by proxy, voting
together as a single class.

42. If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if convened upon the requisition of Members, shall be
dissolved and 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 other time or such other place
as the Directors may determine and if at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting the Members
present shall be a quorum.

43 The Chairman, if any, of the Board of Directors shall preside as Chairman at
every general meeting of the Company, or if there is no such Chairman, or if he
shall not be present within fifteen minutes after the time appointed for the
holding of the meeting, or is unwilling to act, the Directors present shall
elect one of their number to be Chairman of the meeting.

44. If at any general meeting no Director is willing to act as Chairman or if no
Director is present within fifteen minutes after the time appointed for holding
the meeting, the Members present shall choose one of their number to be Chairman
of the meeting.

45. The Chairman may, with the consent of any general meeting duly constituted
hereunder, and shall if so directed by the meeting, adjourn the meeting from
time to time and from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place. When a general meeting is adjourned for thirty
days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting; save as aforesaid it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
general meeting.

46. A vote demanded on the election of a Chairman or on a question of
adjournment shall be taken forthwith. A vote demanded on any other question
shall be taken at such time as the Chairman of the general meeting directs and
any business other than that upon which a vote has been demanded or is
contingent thereon may be proceeded with pending the taking of the vote.

                                VOTES OF MEMBERS
                                ----------------

47.  (a)(i) Subject to Article 6, every Member of record present in person or by
proxy shall have one vote for each issued and outstanding Ordinary Share
registered in his name in the register; PROVIDED THAT, subject to the following
provisions of this Article 47, if and for so long as the number of Controlled
Shares of any Person other than an Investor or an Attributed Investor would
constitute 10% or more of the total combined voting rights attaching to the
issued shares of the Company (calculated after giving effect to any prior
reductions in voting rights


<PAGE>

                                       23


attaching to Controlled Shares of other persons as provided in this Article 47),
each such issued Controlled Share, regardless of the identity of the registered
holder thereof, shall confer only a fraction of a vote as determined by the
following formula (the "Formula"):

     (T-C)/(XxC)

     Where:

     "T" is the aggregate number of votes conferred by all the issued shares
     immediately prior to that application of the Formula adjusted to take into
     account any prior reduction taken with respect to any other Member pursuant
     to Article 47(d) as at the same date;

     "C" is the number of issued Controlled Shares attributable to such Person;

     "X" is 9.1.

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

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

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

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

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

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

     (d) The Formula shall be applied successively as many times as may be
necessary to ensure that no Person other than an Investor or an Attributed
Investor shall be a 10% Shareholder at any time. For the purposes of determining
the votes exercisable by Members as at any date, the Formula shall be applied
first to the votes of Controlled Shares attributable to the Person to whom the
greatest number of Controlled Shares are attributed and successively to the
Controlled Shares attributable to them, in each case calculations being made on
the basis of the aggregate number of votes conferred by the issued shares as at
such date as reduced by the application of the Formula to any larger number of
Controlled Shares as at such date.


<PAGE>

                                       24


     (e) Notwithstanding the provisions of Articles 47(a) and (d) above, having
applied the provisions thereof as best as they consider reasonably practicable,
the Directors may make such final adjustments to the aggregate number of votes
attaching to the shares of any Member that they consider fair and reasonable in
all the circumstances to ensure that no Person other than an Investor or an
Attributed Investor shall be a 10% Shareholder at any time.

     (f) Notwithstanding anything contained in these Articles to the contrary,
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the outstanding shares entitled to vote, voting together as a
single class, shall be required to pass validly a Special Resolution to amend or
repeal, or adopt any provision inconsistent with, this Article 47.

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

49. No Member shall be entitled to vote at any general meeting unless he is
registered as a shareholder of the Company on the record date for such meeting
nor unless all calls or other sums presently payable by him in respect of shares
in the Company have been paid.

50. A Member of unsound mind, or in respect of whom an order has been made by
any court, having jurisdiction in lunacy, may vote, whether on a show of hands
or on a poll, by his committee, receiver, curator bonis, or other person in the
nature of a committee, receiver or curator bonis appointed by that court, and
any such committee, receiver, curator bonis or other persons may vote by proxy.

51. No objection shall be raised to the qualification of any voter except at the
general meeting or adjourned general meeting at which the vote objected to is
given or tendered and every vote not disallowed at such general meeting shall be
valid for all purposes. Any such objection made in due time shall be referred to
the Chairman of the general meeting whose decision shall be final and
conclusive.

52. Votes may be given either personally or by proxy.

                                     PROXIES
                                     -------

53. The instrument appointing a proxy shall be in writing and shall be executed
under the hand of the appointor or of his attorney duly authorised in writing,
or, if the appointor is a corporation under the hand of an officer or attorney
duly authorised in that behalf. A proxy need not be a Member of the Company.

54. The instrument appointing a proxy shall be deposited at the registered
office of the Company or at such other place as is specified for that purpose in
the notice convening the meeting no later than the time for holding the meeting,
or adjourned meeting provided that the


<PAGE>

                                       25


Chairman of the Meeting may at his discretion direct that an instrument of proxy
shall be deemed to have been duly deposited upon receipt of telex, cable or
telecopy confirmation from the appointor that the instrument of proxy duly
signed is in the course of transmission to the Company.

55. The instrument appointing a proxy may be in any usual or common form and may
be expressed to be for a particular meeting or any adjournment thereof or
generally until revoked.

56. 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 proxy or of the authority under which the proxy was executed,
or the transfer of the share in respect of which the proxy is given provided
that no intimation in writing of such death, insanity, revocation or transfer as
aforesaid shall have been received by the Company at the registered office
before the commencement of the general meeting, or adjourned meeting at which it
is sought to use the proxy.

57. Any corporation which is a Member of record of the Company may in accordance
with its Articles or in the absence of such provision 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 of any class of Members
of the Company, and the person so authorised shall be entitled to exercise the
same powers on behalf of the corporation which he represents as the corporation
could exercise if it were an individual Member of record of the Company.

58. Shares of its own capital belonging to the Company or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting
and shall not be counted in determining the total number of outstanding shares
at any given time.

                                    DIRECTORS
                                    ---------

59.  (a) There shall be a Board of Directors consisting of not less than one or
more than twelve persons (exclusive of alternate Directors) PROVIDED HOWEVER
that the Company may from time to time by ordinary resolution increase or reduce
the limits in the number of Directors. The first Directors of the Company shall
be determined in writing by, or appointed by a resolution of, the subscribers of
the Memorandum of Association or a majority of them. Thereafter, the Directors
shall have the exclusive power and right to set the exact number of Directors
within that range from time to time by resolution adopted by the vote of a
majority of the Directors present at a meeting at which a quorum is present, or
by unanimous written consent. The Directors shall be divided into three classes,
as nearly equal as possible, designated by Class I, Class II and Class III.
Initially, Class I Directors shall be elected for a term expiring at the 1999
annual general meeting of Members, Class II Directors for a term expiring at the
2000 annual general meeting of Members and Class III Directors for a term
expiring at the 2001 annual general meeting of Members. At each succeeding
annual general meeting of Members, successors to Directors whose terms expire at
that annual general meeting shall be of the same class as the Directors they
succeed and shall be elected for three-year terms. If the number of


<PAGE>

                                       26


Directors is decreased by resolution of the Board of Directors pursuant to this
Article 59, in no case shall that decrease shorten the term of any incumbent
Director.

     (b) A Director shall hold office until the annual general meeting for the
year in which his or her term expires and until his or her successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement or removal from office. Any newly created directorship resulting from
an increase in the number of Directors and any other vacancy on the Board of
Directors, however caused, may be filled by a majority of the Directors then in
office, although less than a quorum, or by a sole remaining Director. Any
Director elected by one or more Directors to fill a newly created directorship
or other vacancy shall, without regard to the class in which the vacancy
occurred, hold office until the next succeeding annual general meeting of
Members and until his or her successor shall have been elected and qualified.
The term of a Director elected by Members to fill a newly created directorship
or other vacancy shall expire at the same time as the terms of the other
Directors of the same class.

     (c) One or more or all of the Directors of the Company may be removed but
only with cause and only by Special Resolution.

     (d) Advance notice of nominations for the election of Directors, other than
nominations by the Board of Directors or a committee thereof, shall be given to
the Company in the manner provided in Article 41 of these Articles.


     (e)  (i)  Notwithstanding the foregoing, whenever the holders of any one or
               more classes or series of shares issued by the Company shall have
               the right, voting separately by class or series, to elect
               Directors at an annual general meeting or extraordinary general
               meeting of Members, the election, term of office, filling of
               vacancies and other features of such directorships shall be
               governed by the provisions of these Articles. Directors so
               elected shall not be divided into classes and shall be elected by
               such holders annually unless expressly provided otherwise by
               those provisions or resolutions or the certificate of
               designations in respect of the Convertible Shares, and, during
               the prescribed terms of office of those Directors, the Board of
               Directors shall consist of a number of Directors equal to the
               number of those Directors plus the number of Directors determined
               as provided in the first paragraph of this Article 59.


          (ii) Notwithstanding the foregoing, for so long as the Controlled
               Shares of the Investors in the aggregate amount to at least 51%
               of the shares entitled to have notice of, attend and vote at
               general meetings of the Company on a fully diluted basis (the
               "Threshold Amount"), the Investors shall be entitled to designate
               for election to the Board of Directors the number of individuals
               equal to two-thirds of the authorized number of Directors of the
               Board, rounded to the nearest whole number. Such designated
               individuals shall be elected as members of the Board. To the
               extent that the Controlled Shares of the Investors in the
               aggregate amount to less than


<PAGE>

                                       27


               the Threshold Amount, they shall continue to have the foregoing
               rights for a period of 12 months following the date that the
               aggregate amount of their Controlled Shares falls below the
               Threshold Amount. For so long as the Investors have continuously
               held shares less than the Threshold Amount for greater that 12
               months, they shall be entitled to designate the number of
               individuals for election to the Board of Directors in proportion
               to their aggregate beneficial ownership of shares entitled to
               have notice of, attend and vote at general meetings of the
               Company to the total of such shares, and such individuals shall
               be elected to the Board of Directors; provided that, for so long
               as the Controlled Shares of the Investors in the aggregate amount
               to 5% of the shares entitled to have notice of, attend and vote
               at general meetings of the Company on a fully diluted basis, the
               Investors together shall be entitled to designate at least one
               individual for election to the Board of Directors and such
               individual shall be elected to the Board of Directors. The
               Investors, acting together, shall have the sole right to remove
               from the Board, with or without cause, any directors so
               designated by the Investors and if a vacancy occurs on the Board
               arising from the removal, resignation, death or incapacity of a
               director so designated by the Investors, the Investors, acting
               together, shall have the sole right to designate a director to
               fill such vacancy.


          (iii) Notwithstanding the foregoing, for so long as the Controlled
               Shares of the Cypress Entities in the aggregate amount to at
               least 2.5% of the shares entitled to have notice of, attend and
               vote at general meetings of the Company on a fully diluted basis,
               the Cypress Entities shall be entitled to designate one
               individual for election to the Board of Directors. Such
               designated individual shall be elected as a member of the Board.
               The Cypress Entities, acting together, shall have the sole right
               to remove from the Board, with or without cause, any director so
               designated by the Cypress Entities and if a vacancy occurs on the
               Board arising from the removal, resignation, death or incapacity
               of a director so designated by the Cypress Entities, the Cypress
               Entities, acting together, shall have the sole right to designate
               a director to fill such vacancy.


     (f) Notwithstanding anything contained in these Articles to the contrary,
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the outstanding shares generally entitled to vote, voting together
as a single class, shall be required to pass validly a Special Resolution to
amend or repeal, or adopt any provision inconsistent with, this Article 59.

60. The remuneration to be paid to the Directors shall be such remuneration as
the Directors shall determine. Such remuneration shall be deemed to accrue from
day to day. The Directors shall also be entitled to be paid their travelling,
hotel and other expenses properly incurred by them in going to, attending and
returning from meetings of the Directors, or any committee of the Directors, or
general meetings of the Company, or otherwise in connection with


<PAGE>

                                       28


the business of the Company, or to receive a fixed allowance in respect thereof
as may be determined by the Directors from time to time, or a combination partly
of one such method and partly the other.

61. The Directors may by resolution award special remuneration to any Director
of the Company undertaking any special work or services for, or undertaking any
special mission on behalf of, the Company other than his ordinary routine work
as a Director. Any fees paid to a Director who is also counsel or solicitor to
the Company, or otherwise serves it in a professional capacity shall be in
addition to his remuneration as a Director.

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

63. A Director or alternate Director may act by himself or his firm in a
professional capacity for the Company and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director or alternate
Director.

64. A shareholding qualification for Directors may be fixed by the Company in
general meeting, but unless and until so fixed no qualification shall be
required.

65. A Director or alternate Director of the Company may be or become a director
or other officer of or otherwise interested in any company promoted by the
Company or in which the Company may be interested as shareholder or otherwise
and no such Director or alternate Director shall be accountable to the Company
for any remuneration or other benefits received by him as a director or officer
of, or from his interest in, such other company.

66. No person shall be disqualified from the office of Director or alternate
Director or prevented by such office from contracting with the Company, either
as vendor, purchaser or otherwise, nor shall any such contract or any contract
or transaction entered into by or on behalf of the Company in which any Director
or alternate Director shall be in any way interested be or be liable to be
avoided, nor shall any Director or alternate Director so contracting or being so
interested be liable to account to the Company for any profit realised by any
such contract or transaction by reason of such Director holding office or of the
fiduciary relation thereby established. A Director (or his alternate Director in
his absence) shall be at liberty to vote in respect of any contract or
transaction in which he is so interested as aforesaid PROVIDED HOWEVER that the
nature of the interest of any Director or alternate Director in any such
contract or transaction shall be disclosed by him or the alternate Director
appointed by him at or prior to its consideration and any vote thereon.

67. A general notice that a Director or alternate Director is a shareholder of
any specified firm or company and is to be regarded as interested in any
transaction with such firm or company shall be sufficient disclosure under
Article 66 and after such general notice it shall not be necessary to give
special notice relating to any particular transaction.


<PAGE>

                                       29


                               ALTERNATE DIRECTORS
                               -------------------

68. Subject to the exception contained in Article 76, a Director who expects to
be unable to attend Directors' Meetings because of absence, illness or otherwise
may appoint any person to be an alternate Director to act in his stead and such
appointee whilst he holds office as an alternate Director shall, in the event of
absence therefrom of his appointor, be entitled to attend meetings of the
Directors and to vote thereat and to do, in the place and stead of his
appointor, any other act or thing which his appointor is permitted or required
to do by virtue of his being a Director as if the alternate Director were the
appointor, other than appointment of an alternate to himself, and he shall ipso
facto vacate office if and when his appointor ceases to be a Director or removes
the appointee from office. Any appointment or removal under this Article shall
be effected by notice in writing under the hand of the Director making the same.

                         POWERS AND DUTIES OF DIRECTORS
                         ------------------------------

69.  (a) The business of the Company shall be managed by the Directors (or a
sole Director if only one is appointed) who may pay all expenses incurred in
promoting, registering and setting up the Company, and may exercise all such
powers of the Company as are not, from time to time by the Statute, or by these
Articles, required to be exercised by the Company in general meeting subject
nevertheless to any of these regulations, to the provisions of the Statute and
to such regulations being not inconsistent with the aforesaid regulations or
provisions, as may be prescribed by the Company in general meeting PROVIDED
HOWEVER that no regulations made by the Company in general meeting shall
invalidate any prior act of the Directors which would have been valid if that
regulation had not been made.

     (b) In addition to any approval by Members required by the Statute or any
other law of the Cayman Islands, the approval of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares entitled to
vote, voting together as a single class, at a meeting called for such purpose,
shall be required in order for the Company:

          (i)  to merge, consolidate or amalgamate with another company;

          (ii) to reorganize or reconstruct itself pursuant to a plan sanctioned
               by the Cayman Islands courts; or

          (iii) to sell, lease or exchange all or substantially all of the
               assets of the Company;

     provided that the foregoing approval by Members shall not apply to any such
transaction of the Company with any entity which the Company, directly or
indirectly, controls, as defined in Rule 405 under the Securities Act.

     (c) Notwithstanding anything contained in these Articles to the contrary,
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the outstanding shares entitled to vote, voting together as a
single class, shall be required to pass


<PAGE>

                                       30


validly a Special Resolution to amend or repeal, or adopt any provision
inconsistent with, this Article 69.

70. The Directors may from time to time and at any time by powers of attorney
appoint any company, firm, person or body of persons, whether nominated directly
or indirectly by the Directors, to be the attorney or attorneys of the Company
for such purpose and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under these Articles)
and for such period and subject to such conditions as they may think fit, and
any such powers of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorneys as the Directors may
think fit and may also authorise any such attorney to delegate all or any of the
powers, authorities and discretions vested in him.

71. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments and all receipts for monies paid to the Company shall be
signed, drawn, accepted, endorsed or otherwise executed as the case may be in
such manner as the Directors shall from time to time by resolution determine.

72. The Directors shall cause minutes to be made in books provided for the
purpose:

     (a) of all appointments of officers made by the Directors;

     (b) of the names of the Directors (including those represented thereat by
an alternate or by proxy) present at each meeting of the Directors and of any
committee of the Directors;

     (c) of all resolutions and proceedings at all meetings of the Company and
of the Directors and of committees of Directors.

73. The Directors on behalf of the Company may pay a gratuity or pension or
allowance on retirement to any Director who has held any other salaried office
or place of profit with the Company or to his widow or dependents and may make
contributions to any fund and pay premiums for the purchase or provision of any
such gratuity, pension or allowance.

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

                                   MANAGEMENT
                                   ----------

75.  (a) The Directors may from time to time provide for the management of the
affairs of the Company in such manner as they shall think fit and the provisions
contained in the three next following paragraphs shall be without prejudice to
the general powers conferred by this paragraph.


<PAGE>

                                       31


     (b) The Directors from time to time and at any time may establish any
committees, local boards or agencies (which may consist of one or more persons)
for managing any of the affairs of the Company and may appoint any persons to be
members of such committees or local boards or any managers or agents and may fix
their remuneration.

     (c) The Directors from time to time and at any time may delegate to any
such committee, local board, manager or agent any of the powers, authorities and
discretions for the time being vested in the Directors and may authorise the
members for the time being of any such local board, or any of them to fill up
any vacancies therein and to act notwithstanding vacancies and any such
appointment or delegation may be made on such terms and subject to such
conditions as the Directors may think fit and the Directors may at any time
remove any person so appointed and may annul or vary any such delegation, but no
person dealing in good faith and without notice of any such annulment or
variation shall be affected thereby.

     (d) Any such delegates as aforesaid may be authorised by the Directors to
subdelegate all or any of the powers, authorities, and discretions for the time
being vested in them.

                               MANAGING DIRECTORS
                               ------------------

76. The Directors may, from time to time, appoint one or more of their body (but
not an alternate Director) to the office of Managing Director for such term and
at such remuneration (whether by way of salary, or commission, or participation
in profits, or partly in one way and partly in another) as they may think fit
but his appointment shall be subject to termination ipso facto if he ceases from
any cause to be a Director and no alternate Director appointed by him can act in
his stead as a Director or Managing Director.

77. The Directors may entrust to and confer upon a Managing Director any of the
powers exercisable by them upon such terms and conditions and with such
restrictions as they may think fit and either collaterally with or to the
exclusion of their own powers and may from time to time revoke, withdraw, alter
or vary all or any of such powers.

                            PROCEEDINGS OF DIRECTORS
                            ------------------------

78. Except as otherwise provided by these Articles, the Directors shall meet
together for the despatch of business, convening, adjourning and otherwise
regulating their meetings as they think fit. Questions arising at any meeting
shall be decided by a majority of votes of the Directors and alternate Directors
present at a meeting at which there is a quorum, the vote of an alternate
Director not being counted if his appointor be present at such meeting. In case
of an equality of votes, the Chairman shall have a second or casting vote.

79. A Director or alternate Director may, and the Secretary on the requisition
of a Director or alternate Director shall, at any time summon a meeting of the
Directors by at least two days' notice in writing to every Director and
alternate Director which notice shall set forth the general nature of the
business to be considered unless notice is waived by all the Directors (or their
alternates) either at, before or after the meeting is held and PROVIDED FURTHER
if


<PAGE>

                                       32


notice is given in person, by cable, telex or telecopy the same shall be deemed
to have been given on the day it is delivered to the Directors or transmitting
organisation as the case may be. The provisions of Article 40 shall apply
mutatis mutandis with respect to notices of meetings of Directors.

80. The quorum necessary for the transaction of the business of the Directors
may be fixed by the Directors and unless so fixed shall be two, a Director and
his appointed alternate Director being considered only one person for this
purpose, PROVIDED ALWAYS that if there shall at any time be only a sole Director
the quorum shall be one. For the purposes of this Article an alternate Director
or proxy appointed by a Director shall be counted in a quorum at a meeting at
which the Director appointing him is not present.

81. The continuing Directors may act notwithstanding any vacancy in their body,
but if and so long as their number is reduced below the number fixed by or
pursuant to these Articles as the necessary quorum of Directors the continuing
Directors or Director may act for the purpose of increasing the number of
Directors to that number, or of summoning a general meeting of the Company, but
for no other purpose.

82. The Directors may elect a Chairman of their Board and determine the period
for which he is to hold office; but if no such Chairman is elected, or if at any
meeting the Chairman is not present within five minutes after the time appointed
for holding the same, the Directors present may choose one of their number to be
Chairman of the meeting.

83. The Directors may delegate any of their powers to committees consisting of
such member or members of the Board of Directors (including Alternate Directors
in the absence of their appointors) as they think fit; any committee so formed
shall in the exercise of the powers so delegated conform to any regulations that
may be imposed on it by the Directors.

84. A committee may meet and adjourn as it thinks proper. Questions arising at
any meeting shall be determined by a majority of votes of the members present,
and in the case of an equality of votes the Chairman shall have a second or
casting vote.

85. All acts done by any meeting of the Directors or of a committee of Directors
(including any person acting as an alternate Director) shall, notwithstanding
that it be afterwards discovered that there was some defect in the appointment
of any Director or alternate Director, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
qualified to be a Director or alternate Director as the case may be.

86. Members of the Board of Directors or of any committee thereof may
participate in a meeting of the Board or of such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting. A resolution in writing (in one or more counterparts), signed by all
the Directors for the time being or all the members of a committee of Directors
(an alternate Director being entitled to sign such resolution on behalf of his
appointor) shall be as valid and effectual as


<PAGE>

                                       33


if it had been passed at a meeting of the Directors or committee as the case may
be duly convened and held.

87. (a) A Director may be represented at any meetings of the Board of Directors
by a proxy appointed by him in which event the presence or vote of the proxy
shall for all purposes be deemed to be that of the Director.

     (b) The provisions of Articles 53-56 shall mutatis mutandis apply to the
appointment of proxies by Directors.

                         VACATION OF OFFICE OF DIRECTOR
                         ------------------------------

88. The office of a Director shall be vacated:

     (a) if he gives notice in writing to the Company that he resigns the office
of Director;

     (b) if he absents himself (without being represented by proxy or an
alternate Director appointed by him) from three consecutive meetings of the
Board of Directors without special leave of absence from the Directors, and they
pass a resolution that he has by reason of such absence vacated office;

     (c) if he dies, becomes bankrupt or makes any arrangement or composition
with his creditors generally;

     (d) if he is found a lunatic or becomes of unsound mind; and

     (e) if removed in accordance with Article 59.

                           UNILATERAL REPURCHASE RIGHT
                           ---------------------------

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


<PAGE>

                                       34


by the Company, shall sell and transfer the number of shares that the Company
requires it to sell and transfer.

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


     (b) If the Company redeems or purchases shares or directs the sale and
transfer of such shares (other than pursuant to a conversion of the Convertible
Shares) pursuant to this Article 89, it shall do so only in a manner the Board
believes would not result, upon consummation of such redemption or purchase, in
the total number of Controlled Shares of any Person other than an Investor or an
Attributed Investor, increasing to ten percent (10%) or any higher percentage of
a class of the Company's shares on an Unadjusted Basis.

                              PRESUMPTION OF ASSENT
                              ---------------------

90. A Director of the Company who is present at a meeting of the Board of
Directors at which action on any Company matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
Minutes of the meeting or unless he shall file his written dissent from such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to such
person immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favour of such action.

                                      SEAL
                                      ----

91.  (a) The Company may, if the Directors so determine, have a Seal which
shall, subject to paragraph (c) hereof, only be used by the authority of the
Directors or of a committee of the Directors authorised by the Directors in that
behalf and every instrument to which the Seal has been affixed shall be signed
by one person who shall be either a Director or the Secretary or
Secretary-Treasurer or some person appointed by the Directors for the purpose.

     (b) The Company may have for use in any place or places outside the Cayman
Islands a duplicate Seal or Seals each of which shall be a facsimile of the
Common Seal of the Company and, if the Directors so determine, with the addition
on its face of the name of every place where it is to be used.


<PAGE>

                                       35


     (c) A Director, Secretary or other officer or representative or attorney
may without further authority of the Directors affix the Seal of the Company
over his signature alone to any document of the Company required to be
authenticated by him under Seal or to be filed with the Registrar of Companies
in the Cayman Islands or elsewhere wheresoever.

                                    OFFICERS
                                    --------

92. The Company may have a President, a Secretary or Secretary-Treasurer
appointed by the Directors who may also from time to time appoint such other
officers as they consider necessary, all for such terms, at such remuneration
and to perform such duties, and subject to such provisions as to
disqualification and removal as the Directors from time to time prescribe.

                      DIVIDENDS, DISTRIBUTIONS AND RESERVE
                      ------------------------------------

93. Subject to the Statute, the Directors may from time to time declare
dividends (including interim dividends) and distributions on shares of the
Company outstanding and authorise payment of the same out of the funds of the
Company lawfully available therefor.

94. The Directors may, before declaring any dividends or distributions, set
aside such sums as they think proper as a reserve or reserves which shall at the
discretion of the Directors, be applicable for any purpose of the Company and
pending such application may, at the like discretion, be employed in the
business of the Company.

95. No dividend or distribution shall be payable except out of the profits of
the Company, realised or unrealised, or out of the share premium account or as
otherwise permitted by the Statute.

96. Subject to the rights of persons, if any, entitled to shares with special
rights as to dividends or distributions, if dividends or distributions are to be
declared on a class of shares they shall be declared and paid according to the
amounts paid or credited as paid on the shares of such class outstanding on the
record date for such dividend or distribution as determined in accordance with
these Articles but no amount paid or credited as paid on a share in advance of
calls shall be treated for the purpose of this Article as paid on the share.

97. The Directors may deduct from any dividend or distribution payable to any
Member all sums of money (if any) presently payable by him to the Company on
account of calls or otherwise.

98. The Directors may declare that any dividend or distribution be paid wholly
or partly by the distribution of specific assets and in particular of paid up
shares, debentures, or debenture stock of any other company or in any one or
more of such ways and where any difficulty arises in regard to such
distribution, the Directors may settle the same as they think expedient and in
particular may issue fractional certificates and fix the value for distribution
of such specific assets or any part thereof and may determine that cash payments
shall be made to


<PAGE>

                                       36


any Members upon the footing of the value so fixed in order to adjust the rights
of all Members and may vest any such specific assets in trustees as may seem
expedient to the Directors.

99. Any dividend, distribution, interest or other monies payable in cash in
respect of shares may be paid by cheque or warrant sent through the post
directed to the registered address of the holder or, in the case of joint
holders, to the holder who is first named on the register of Members or to such
person and to such address as such holder or joint holders may in writing
direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent. Any one of two or more joint holders may give
effectual receipts for any dividends, bonuses, or other monies payable in
respect of the share held by them as joint holders.

100. No dividend or distribution shall bear interest against the Company.

                                 CAPITALISATION
                                 --------------

101. The Company may upon the recommendation of the Directors by ordinary
resolution authorize the Directors to capitalize any sum standing to the credit
of any of the Company's reserve accounts (including share premium account and
capital redemption reserve fund) or any sum standing to the credit of profit and
loss account or otherwise available for distribution and to appropriate such sum
to Members in the proportions in which such sum would have been divisible
amongst them had the same been a distribution of profits by way of dividend and
to apply such sum on their behalf in paying up in full unissued shares for
allotment and distribution credited as fully paid up to and amongst them in the
proportion aforesaid; provided that the Directors may issue at any time Ordinary
Shares to the holder of a Convertible Share (as defined in the Share Purchase
Agreement) or to the holder of any other convertible share or instrument issued
by the Company from time to time without any such ordinary resolution. In such
event the Directors shall do all acts and things required to give effect to such
capitalization, with full power to the Directors to make such provisions as they
think fit for the case of shares becoming distributable in fractions (including
provisions whereby the benefit of fractional entitlements accrue to the Company
rather than to the Members concerned). The Directors may authorize any person to
enter on behalf of all of the Members interested into an agreement with the
Company providing for such capitalization and matters incidental thereto and any
agreement made under such authority shall be effective and binding on all
concerned.

                                BOOKS OF ACCOUNT
                                ----------------

102. The Directors shall cause proper books of account to be kept with respect
to:

     (a) all sums of money received and expended by the Company and the matters
in respect of which the receipt or expenditure takes place;

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

     (c) the assets and liabilities of the Company.


<PAGE>

                                       37


Proper books shall not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the state of the
Company's affairs and to explain its transactions.

103. The Directors shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations the
accounts and books of the Company or any of them shall be open to the inspection
of Members not being Directors and no Member (not being a Director) shall have
any right of inspecting any account or book or document of the Company except as
conferred by Statute or authorised by the Directors or by the Company in general
meeting.

104. The Directors may from time to time cause to be prepared and to be laid
before the Company in general meeting profit and loss accounts, balance sheets,
group accounts (if any) and such other reports and accounts as may be required
by law.

                                      AUDIT
                                      -----

105. The Company may at any annual general meeting appoint an Auditor or
Auditors of the Company who shall hold office until the next annual general
meeting and may fix his or their remuneration.

106. The Directors may before the first annual general meeting appoint an
Auditor or Auditors of the Company who shall hold office until the first annual
general meeting unless previously removed by an ordinary resolution of the
Members in general meeting in which case the Members at that meeting may appoint
Auditors. The Directors may fill any casual vacancy in the office of Auditor but
while any such vacancy continues the surviving or continuing Auditor or
Auditors, if any, may act. The remuneration of any Auditor appointed by the
Directors under this Article may be fixed by the Directors.

107. Every Auditor of the Company shall have a right of access at all times to
the books and accounts and vouchers of the Company and shall be entitled to
require from the Directors and Officers of the Company such information and
explanation as may be necessary for the performance of the duties of the
auditors.

108. Auditors shall at the next annual general meeting following their
appointment and at any other time during their term of office, upon request of
the Directors or any general meeting of the Members, make a report on the
accounts of the Company in general meeting during their tenure of office.

                                     NOTICES
                                     -------

109. Notices shall be in writing and may be given by the Company to any Member
either personally or by sending it by post, cable, telex or telecopy to him or
to his address as shown in the register of Members, such notice, if mailed, to
be forwarded airmail if the address be outside the Cayman Islands.


<PAGE>

                                       38


110. (a) Where a notice is sent by post, service of the notice shall be deemed
to be effected by properly addressing, pre-paying and posting a letter
containing the notice, and to have been effected at the expiration of sixty
hours after the letter containing the same is posted as aforesaid.

     (b) Where a notice is sent by cable, telex, or telecopy, service of the
notice shall be deemed to be effected by properly addressing, and sending such
notice through a transmitting organisation and to have been effected on the day
the same is sent as aforesaid.

111. A notice may be given by the Company to the joint holders of record of a
share by giving the notice to the joint holder first named on the register of
Members in respect of the share.

112. A notice may be given by the Company to the person or persons which the
Company has been advised are entitled to a share or shares in consequence of the
death or bankruptcy of a Member by sending it through the post as aforesaid in a
pre-paid letter addressed to them by name, or by the title of representatives of
the deceased, or trustee of the bankrupt, or by any like description at the
address supplied for that purpose by the persons claiming to be so entitled, or
at the option of the Company by giving the notice in any manner in which the
same might have been given if the death or bankruptcy had not occurred.

113. Notice of every general meeting shall be given in any manner hereinbefore
authorised to:

     (a) every person shown as a Member in the register of Members as of the
record date for such meeting except that in the case of joint holders the notice
shall be sufficient if given to the joint holder first named in the register of
Members;

     (b) every person upon whom the ownership of a share devolves by reason of
his being a legal personal representative or a trustee in bankruptcy of a Member
of record where the Member of record but for his death or bankruptcy would be
entitled to receive notice of the meeting; and

No other person shall be entitled to receive notices of general meetings.

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

114. If the Company shall be wound up the liquidator may, with the sanction of a
Special Resolution of the Company and any other sanction required by the
Statute, divide amongst the Members in specie or kind the whole or any part of
the assets of the Company (whether they shall consist of property of the same
kind or not) and may for such purpose set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be
carried out as between the Members or different classes of Members. The
liquidator may with the like sanction, vest the whole or any part of such assets
in trustees upon such trusts for the benefit of the contributories as the
liquidator, with the like sanction, shall think


<PAGE>

                                       39


fit, but so that no Member shall be compelled to accept any shares or other
securities whereon there is any liability.

115. If the Company shall be wound up, and the assets available for distribution
amongst the Members as such shall be insufficient to repay the whole of the
paid-up capital, such assets shall be distributed so that, as nearly as may be,
the losses shall be borne by the Members in proportion to the capital paid up,
or which ought to have been paid up, at the commencement of the winding up on
the shares held by them respectively. And if in a winding up the assets
available for distribution amongst the Members shall be more than sufficient to
repay the whole of the capital paid up at the commencement of the winding up,
the excess shall be distributed amongst the Members in proportion to the capital
paid up at the commencement of the winding up on the shares held by them
respectively. This Article is to be without prejudice to the rights of the
holders of shares issued upon special terms and conditions.

                                    INDEMNITY
                                    ---------

116. (a) Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she or a person of whom he or she is the legal
representative is or was a director, officer, employee or agent of the Company
or is or was serving at the request of the Company as a director, officer,
employee or agent of any other corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Company to the fullest extent authorized by applicable
law as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Company to provide
broader indemnification rights than said law permitted the Company to provide
prior to such amendment), against all expense, liability and loss (including,
without limitation, attorneys' fees, judgments, fines or penalties and amounts
paid or to be paid in settlement) reasonably incurred by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that except as provided in paragraph (b) of this Article 116 with respect to
proceedings seeking to enforce rights to indemnification, the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) initiated by such person was authorized by the Board of
Directors of the Company.

     (b) If a claim under paragraph (a) of this Article 116 is not paid in full
by the Company within thirty days after a written claim has been received by the
Company, the claimant may at any time thereafter bring suit against the Company
to recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant also shall be entitled to be paid the expense of prosecuting
such claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its


<PAGE>

                                       40


final disposition where the required undertaking, if any is required, has been
tendered to the Company) that the claimant has not met the standard of conduct
which make it permissible under applicable law for the Company to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Company. Neither the failure of the Company (including its Board of
Directors, independent legal counsel or Members) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth under applicable law, nor an actual determination by the
Company (including its Board of Directors, independent legal counsel or Members)
that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.

     (c) Following any "change of control" of the Company of the type required
to be reported under Item 1 of Form 8-K promulgated under the Exchange Act, any
determination as to entitlement to indemnification shall be made by independent
legal counsel selected by the claimant which independent legal counsel shall be
retained by the Board of Directors on behalf of the Company.

     (d) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article 116 shall not be exclusive of any other right which any person may have
or hereafter acquire under the Statute, the Articles of Association, the
Memorandum of Association, agreement, vote of Members or disinterested directors
or otherwise.

     (e) The Company may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under applicable
law.

     (f) The Company may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and rights to be paid by
the Company the expenses incurred in defending any proceeding in advance of its
final disposition, to any agent of the Company to the fullest extent of the
provisions of this Article with respect to the indemnification and advancement
of expenses of directors, officers and employees of the Company.

     (g) The right to indemnification conferred in this Article 116 shall be a
contract right and shall include the right to be paid by the Company the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if applicable law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, with limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so


<PAGE>

                                       41


advanced if it shall ultimately be determined that such director or officer is
not entitled to be indemnified under this Article 116 or otherwise.

     (h) Any amendment or repeal of this Article 116 shall not adversely affect
any right or protection existing hereunder in respect of any act or omission
occurring prior to such amendment or repeal.

     (i) Directors of the Company shall have no personal liability to the
Company or its Members for monetary damages for breach of fiduciary or other
duties as a director, except (i) for any breach of a director's duty of loyalty
to the Company or its Members, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) a
payment of a dividend on stock of the Company or a purchase or redemption of
stock of the Company in violation of law, or (iv) for any transaction from which
a director derived an improper personal benefit.

                                 FINANCIAL YEAR
                                 --------------

117. Unless the Directors otherwise prescribe, the financial year of the Company
shall end on 31st December in each year and, following the year of
incorporation, shall begin on 1st January in each year.

                             AMENDMENTS OF ARTICLES
                             ----------------------

118. Subject to the Statute, the Company may at any time and from time to time
by Special Resolution alter or amend these Articles in whole or in part.

                         TRANSFER BY WAY OF CONTINUATION
                         -------------------------------

119. If the Company is exempted as defined in the Statute, it shall, subject to
the provisions of the Statute and with the approval of a Special Resolution,
have the power to register by way of continuation as a body corporate under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in
the Cayman Islands.