BYE-LAWS
OF




TBS
INTERNATIONAL LIMITED








as
last amended on June 17, 2008






















































TABLE OF
CONTENTS




INTERPRETATION1
              DEFINITIONS2
              POWER TO ISSUE
SHARES3
              POWER OF THE COMPANY TO PURCHASE ITS
      SHARES4
              RIGHTS ATTACHING TO
    SHARES5
              CALLS ON SHARES6
              PROHIBITION ON FINANCIAL
      ASSISTANCE7
              FORFEITURE OF SHARES8
              SHARE CERTIFICATES9
              FRACTIONAL SHARESREGISTRATION OF
  SHARES10
              REGISTER OF MEMBERS11
              REGISTERED HOLDER ABSOLUTE
      OWNER12
              TRANSFER OF REGISTERED
      SHARES13
              TRANSMISSION OF REGISTERED
      SHARESALTERATION OF SHARE
    CAPITAL14
              POWER TO ALTER
  CAPITAL15
              VARIATION OF RIGHTS ATTACHING TO
      SHARESDIVIDENDS AND
      CAPITALISATION16
              DIVIDENDS17
              POWER TO SET ASIDE
    PROFITS18
              METHOD OF PAYMENT19
              CAPITALISATIONMEETINGS OF MEMBERS20
              ANNUAL GENERAL
  MEETINGS21
              SPECIAL GENERAL
  MEETINGS22
              REQUISITIONED GENERAL
      MEETINGS23
              NOTICE24
              GIVING NOTICE25
              POSTPONEMENT OF GENERAL
      MEETING26
              ATTENDANCE AND SECURITY AT GENERAL
      MEETINGS27
              QUORUM AT GENERAL
    MEETINGS28
              CHAIRMAN TO PRESIDE29
              VOTING ON
RESOLUTIONS30
              POWER TO DEMAND A VOTE ON A
      POLL31
              VOTING BY JOINT HOLDERS OF
      SHARES32
              INSTRUMENT OF PROXY33
              REPRESENTATION OF CORPORATE
      MEMBER34
              ADJOURNMENT OF GENERAL
      MEETING35
              WRITTEN RESOLUTIONS36
              DIRECTORS ATTENDANCE AT GENERAL
      MEETINGSDIRECTORS AND
  OFFICERS37
              ELECTION OF
DIRECTORS38
              TERM OF OFFICE OF
    DIRECTORS39
              ALTERNATE DIRECTORS40
              REMOVAL OF DIRECTORS41
              VACANCY IN THE OFFICE OF
      DIRECTOR42
              REMUNERATION OF
    DIRECTORS43
              DEFECT IN APPOINTMENT OF
      DIRECTOR44
              DIRECTORS TO MANAGE
      BUSINESS45
              POWERS OF THE BOARD OF
      DIRECTORS46
              REGISTER OF DIRECTORS AND
      OFFICERS47
              APPOINTMENT OF
  OFFICERS48
              APPOINTMENT OF
  SECRETARY49
              DUTIES OF OFFICERS50
              REMUNERATION OF
  OFFICERS51
              CONFLICTS OF
INTEREST52
              INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND
      OFFICERSMEETINGS OF THE BOARD OF
      DIRECTORS53
              BOARD MEETINGS54
              NOTICE OF BOARD
  MEETINGS55
              PARTICIPATION IN MEETINGS BY
      TELEPHONE56
              QUORUM AT BOARD
  MEETINGS57
              BOARD TO CONTINUE IN THE EVENT OF
      VACANCY58
              CHAIRMAN TO PRESIDE59
              WRITTEN RESOLUTIONS60
              VALIDITY OF PRIOR ACTS OF THE
      BOARDCORPORATE RECORDS61
              MINUTES62
              PLACE WHERE CORPORATE RECORDS
      KEPT63
              FORM AND USE OF SEALACCOUNTS64
              BOOKS OF ACCOUNT65
              FINANCIAL YEAR END66
              ANNUAL AUDIT67
              APPOINTMENT OF
  AUDITORS68
              REMUNERATION OF
  AUDITORS69
              DUTIES OF AUDITORS70
              ACCESS TO RECORDS71
              FINANCIAL STATEMENTS72
              DISTRIBUTION OF AUDITORS
      REPORT73
              VACANCY IN THE OFFICE OF
      AUDITORBUSINESS
COMBINATIONS74
              BUSINESS
COMBINATIONSVOLUNTARY WINDING-UP AND
      DISSOLUTION75
              WINDING-UPCHANGES TO
  CONSTITUTION76
              CHANGES TO BYE-LAWS77
              DISCONTINUANCE










INTERPRETATION




1.
            DEFINITIONS




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


5%
      Shareholder
            a
      shareholder (as defined in U.S. Treasury Regulations Section 1.883-2(d)(3)
      (or any successor provision thereof)) who is not a “qualified shareholder”
      (as defined in U.S. Treasury Regulations Section 1.883-4(b) (or any
      successor provision thereof));Act
            the
      Companies Act 1981 as amended from time to time;Alternate
      Director
            an
      alternate director appointed in accordance with these
      Bye-laws;Auditor
            includes
      an individual or partnership;Board
            the
      board of directors appointed or elected pursuant to these Bye-laws and
      acting by resolution in accordance with the Act and these Bye-laws or the
      directors present at a meeting of directors at which there is a
      quorum;Company
            the
      company for which these Bye-laws are approved and
    confirmed;Compensation
      Committee
            the
      compensation committee of the Board;Director
            a
      director of the Company and shall include an Alternate
      Director;Group
            the
      Company and every company and other entity that is controlled by the
      Company(for these purposes, “control” means the power to direct management
      or policies of the person in question, whether by means of an ownership
      interest or otherwise);Member
            the
      person registered in the Register of Members as the holder of shares in
      the Company and, when two or more persons are so registered as joint
      holders of shares, means the person whose name stands first in the
      Register of Members as one of such joint holders or all of such persons,
      as the context so requires;Notice
            written
      notice as further provided in these Bye-laws unless otherwise specifically
      stated;Officer
            any
      person appointed by the Board to hold an office in the
      Company;Register
      of Directors and Officers
            the
      register of directors and officers referred to in these
      Bye-laws;Register
      of Members
            the
      register of members referred to in these Bye-laws;Resident
      Representative
            any
      person appointed to act as resident representative and includes any deputy
      or assistant resident representative;SEC
            the
      U.S. Securities and Exchange Commission; andSecretary
            the
      person appointed to perform any or all of the duties of secretary of the
      Company and includes any deputy or assistant secretary and any person
      appointed by the Board to perform any of the duties of the
      Secretary.Treasury
      Share
            a
      share of the Company that was or is treated as having been acquired and
      held continuously by the Company since it was so acquired and has not been
      cancelled.




1.2  In these
Bye-laws, where not inconsistent with the context:




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




(b)  words
denoting the masculine gender include the feminine and neuter
genders;




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




(d)  the
words:




(i)  “may”
shall be construed as permissive; and




(ii)  “shall”
shall be construed as imperative; and




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




1.3  In these
Bye-laws expressions referring to writing or its cognates shall, unless the
contrary intention appears, include facsimile, printing, lithography,
photography, electronic mail and other modes of representing words in visible
form.




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




2.
            POWER
      TO ISSUE SHARES




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




2.2  Without
limitation to the provisions of Bye-law 4, subject to the provisions of the Act,
any preference shares may be issued or converted into shares that (at a
determinable date or at the option of the Company or the holder) are liable to
be redeemed on such terms and in such manner as may be determined by the Board
(before the issue or conversion).




3.
            POWER
      OF THE COMPANY TO PURCHASE ITS
SHARES




The
Company may purchase its own shares for cancellation or acquire them as Treasury
Shares provided that the amount of shares held in treasury shall not exceed ten
percent of the Company’s issued share capital in accordance with the provisions
of the Act on such terms as the Board shall think fit. The Board may exercise
all the powers of the Company to purchase all or any part of its own shares in
accordance with the Act.




4.
            RIGHTS
      ATTACHING TO SHARES




4.1  At the
date these Bye-laws are adopted, the share capital of the Company shall be
divided into three classes: (i) 75,000,000 class A common shares of par value
US$0.01 each (the “Class A Common Shares”); (ii) 30,000,000 class B common
shares of par value US$0.01 each (the “Class B Common Shares”);and (iii)
1,000,000 preference shares of par value US$0.01 each (the “Preference
Shares”).




4.2  The
holders of Class A Common Shares shall, subject to the provisions of these
Bye-laws (including, without limitation, the rights attaching to Preference
Shares):




(a)  be
entitled to one vote for each share held;




(b)  be
entitled to such dividends pari passu with the holders of the Class B Common
Shares as the Board may from time to time declare;




(c)  in the
event of a winding-up or dissolution of the Company, whether voluntary or
involuntary or for the purpose of a reorganisation or otherwise or upon any
distribution of capital, be entitled to the surplus assets of the Company pari
passu with the holders of the Class B Common Shares;




(d)  as soon
as practicable upon becoming a 5% Shareholder provide written notification,
including the name and address of such holder, to the Company at the Company’s
registered office and at its principal place of business;




(e)  be
entitled to, and subject to, the following conversion rights:




(i)  each
Class A Common Share shall be convertible at the option of the holder thereof,
by written notice delivered to the registered office of the Company not less
than 10 days prior to the date of conversion (unless otherwise agreed by the
Company and such holder), into one Class B Common Share;




(ii)  notwithstanding
the foregoing provisions of this paragraph (e), no Class A Common Share may be
converted if, as a result of such conversion, (x) the Company would become a
“controlled foreign corporation” (as defined under Section 957 of the United
States Internal Revenue Code of 1986, as amended (the “Code”)) or (y) one or
more 5% Shareholders would own, in the aggregate, 50% or more of the value of
the Class A Common Shares; and




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




4.3  The
holders of Class B Common Shares shall, subject to the provisions of these
Bye-laws (including, without limitation, the rights attaching to Preference
Shares):




(a)  be
entitled to one half (0.5) of a vote for each share held;




(b)  be
entitled to such dividends pari passu with the holders of the Class A Common
Shares as the Board may from time to time declare;




(c)  in the
event of a winding-up or dissolution of the Company, whether voluntary or
involuntary or for the purpose of a reorganisation or otherwise or upon any
distribution of capital, be entitled to the surplus assets of the Company pari
passu with the holders of the Class A Common Shares;




(d)  be
entitled to, and subject to, the following conversion rights:




(i)  each
Class B Common Share shall be convertible at the option of the holder thereof,
by written notice delivered to the registered office of the Company not less
than 10 days prior to the date of conversion (unless otherwise agreed by the
Company and such holder), into one Class A Common Share;




(ii)  each
Class B Common Share shall, upon transfer by the holder thereof to any person
other than another holder of Class B Common Shares, automatically convert into
one Class A Common Share;




(iii)  notwithstanding
the foregoing provisions of this paragraph (d), no Class B Common Share may be
converted (or will convert under paragraph (d)(ii) above) if, as a result of
such conversion, (x) the Company would become a “controlled foreign corporation”
(as defined under Section 957 of the Code) or (y) one or more 5% Shareholders
would own, in the aggregate, 50% or more of the value of the Class A Common
Shares;




(e)  be
subject to conversion of Class B Common Shares held, pursuant to Bye-law 4.4;
and




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




4.4  If at any
time the Board determines that it is necessary or advisable for any or all of
the Class B Common Shares held by any Member to be converted into Class A Common
Shares in order to avoid either (x) the Company becoming a “controlled foreign
corporation” (as defined under Section 957 of the Code) or (y) one or more 5%
Shareholders owning, in the aggregate, 50% or more of the value of the Class A
Common Shares, the Board may by written notice given to such Member require the
conversion of such number of Class B Common Shares held by such Member as shall
be specified in the notice, and upon the notice being given each such Class B
Common Share shall automatically convert into one Class A Common
Share.




4.5  Any
conversion of Class A Common Shares or Class B Common Shares pursuant to this
Bye-law 4 may be effected by way of variation of rights, share repurchase and
issue, bonus issue, share consolidation, share subdivision and/or any other
manner permitted by law.




4.6  The Board
is authorised to provide for the issuance of the Preference Shares in one or
more series, and to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications,
limitations, or restrictions thereof (and, for the avoidance of doubt, such
matters and the issuance of such Preference Shares shall not be deemed to vary
the rights attached to the Common Shares or, subject to the terms of any other
series of Preference Shares, to vary the rights attached to any other series of
Preference Shares). The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:




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




(b)  the
dividend rate on the shares of that series, whether dividends shall be
cumulative and, if so, from which date or dates, and the relative rights of
priority, if any, of the payment of dividends on shares of that
series;




(c)  whether
that series shall have voting rights, in addition to the voting rights provided
by law, and if so, the terms of such voting rights;




(d)  whether
that series shall have conversion or exchange privileges (including, without
limitation, conversion into Common Shares), and, if so, the terms and conditions
of such conversion or exchange, including provision for adjustment of the
conversion or exchange rate in such events as the Board shall
determine;




(e)  whether
or not the shares of that series shall be redeemable or repurchaseable, and, if
so, the terms and conditions of such redemption or repurchase, including the
manner of selecting shares for redemption or repurchase if less than all shares
are to be redeemed or repurchased, the date or dates upon or after which they
shall be redeemable or repurchaseable, and the amount per share payable in case
of redemption or repurchase, which amount may vary under different conditions
and at different redemption or repurchase dates;




(f)  whether
that series shall have a sinking fund for the redemption or repurchase of shares
of that series, and, if so, the terms and amount of such sinking
fund;




(g)  the right
of the shares of that series to the benefit of conditions and restrictions upon
the creation of indebtedness of the Company or any subsidiary, upon the issue of
any additional shares (including additional shares of such series or any other
series) and upon the payment of dividends or the making of other distributions
on, and the purchase, redemption or other acquisition by the Company or any
subsidiary of any issued shares of the Company;




(h)  the
rights of the shares of that series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Company, and the relative rights
of priority, if any, of payment of shares of that series; and




(i)  any other
relative participating, optional or other special rights, qualifications,
limitations or restrictions of that series.




4.7  Any
Preference Shares of any series which have been redeemed (whether through the
operation of a sinking fund or otherwise) or which, if convertible or
exchangeable, have been converted into or exchanged for shares of any other
class or classes shall have the status of authorised and unissued Preference
Shares of the same series and may be reissued as a part of the series of which
they were originally a part or may be reclassified and reissued as part of a new
series of Preference Shares to be created by resolution or resolutions of the
Board or as part of any other series of Preference Shares, all subject to the
conditions and the restrictions on issuance set forth in the resolution or
resolutions adopted by the Board providing for the issue of any series of
Preference Shares.




4.8  At the
discretion of the Board, whether or not in connection with the issuance and sale
of any shares or other securities of the Company, the Company may issue
securities, contracts, warrants or other instruments evidencing any shares,
option rights, securities having conversion or option rights, or obligations on
such terms, conditions and other provisions as are fixed by the Board,
including, without limiting the generality of this authority, conditions that
preclude or limit any person or persons owning or offering to acquire a
specified number or percentage of the issued Common Shares, other shares, option
rights, securities having conversion or option rights, or obligations of the
Company or transferee of the person or persons from exercising, converting,
transferring or receiving the shares, option rights, securities having
conversion or option rights, or obligations.




4.9           All
the rights attaching to a Treasury Share shall be suspended and shall not be
exercised by the Company while it holds such Treasury Share and, except where
required by the Act, all Treasury Shares shall be excluded from the calculation
of any percentage or fraction of the share capital, or shares, of the
Company.




5.
            CALLS
      ON SHARES




5.1  The Board
may make such calls as it thinks fit upon the Members in respect of any monies
(whether in respect of nominal value or premium) unpaid on the shares allotted
to or held by such Members (and not made payable at fixed times by the terms and
conditions of issue) and, if a call is not paid on or before the day appointed
for payment thereof, the Member may at the discretion of the Board be liable to
pay the Company interest on the amount of such call at such rate as the Board
may determine, from the date when such call was payable up to the actual date of
payment. The Board may differentiate between the holders as to the amount of
calls to be paid and the times of payment of such calls.




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




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




5.4  The
Company may accept from any Member the whole or a part of the amount remaining
unpaid on any shares held by him, although no part of that amount has been
called up.




6.
            PROHIBITION
      ON FINANCIAL ASSISTANCE




The
Company shall not give, whether directly or indirectly, whether by means of
loan, guarantee, provision of security or otherwise, any financial assistance
for the purpose of the acquisition or proposed acquisition by any person of any
shares in the Company, but nothing in this Bye-law shall prohibit transactions
permitted under the Act.




7.
            FORFEITURE
      OF SHARES




7.1  If any
Member fails to pay, on the day appointed for payment thereof, any call in
respect of any share allotted to or held by such Member, the Board may, at any
time thereafter during such time as the call remains unpaid, direct the
Secretary to forward such Member a notice in writing in the form, or as near
thereto as circumstances admit, of the following:




Notice of
Liability to Forfeiture for Non-Payment of Call




TBS
International Limited (the “Company”)




You have
failed to pay the call of [amount of call] made on the [ ] day of [ ], 200[ ],
in respect of the [number] share(s) [number in figures] standing in your name in
the Register of Members of the Company, on the [ ] day of [ ], 200[ ], the day
appointed for payment of such call. You are hereby notified that unless you pay
such call together with interest thereon at the rate of [ ] per annum computed
from the said [ ] day of [ ], 200[ ] at the registered office of the Company the
share(s) will be liable to be forfeited.  Dated this [ ] day of [ ],
200[ ]




[Signature
of Secretary] By Order of the Board




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




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




7.4  The Board
may accept the surrender of any shares that it is in a position to forfeit on
such terms and conditions as may be agreed.  Subject to those terms
and conditions, a surrendered share shall be treated as if it had been
forfeited.




8.
            SHARE
      CERTIFICATES




8.1  Every
Member shall be entitled to a certificate under the common seal of the Company
or bearing the signature (or a facsimile thereof) of a person authorised to sign
specifying the number and, where appropriate, the class of shares held by such
Member and whether the same are fully paid up and, if not, specifying the amount
paid on such shares. The Company’s Chief Executive Officer and Chief Financial
Officer, and such other Directors and Officers as the Board shall determine,
shall be authorised to sign any certificate. The Board may by resolution
determine, either generally or in a particular case, that any or all signatures
on share certificates may be printed thereon or affixed by mechanical
means.




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




8.3  If any
share certificate shall be proved to the satisfaction of the Board to have been
worn out, lost, mislaid, or destroyed the Board may cause a new certificate to
be issued and request an indemnity for the lost certificate if it sees
fit.




9.
            FRACTIONAL
      SHARES




The
Company may issue its shares in fractional denominations and deal with such
fractions to the same extent as its whole shares and shares in fractional
denominations shall have in proportion to the respective fractions represented
thereby all of the rights of whole shares including (but without limiting the
generality of the foregoing) the right to vote, to receive dividends and
distributions and to participate in a winding-up.




REGISTRATION
OF SHARES




10.
            REGISTER
      OF MEMBERS




10.1  The Board
shall cause to be kept in one or more books a Register of Members and shall
enter therein the particulars required by the Act.




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




11.
            REGISTERED
      HOLDER ABSOLUTE OWNER




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




12.
            TRANSFER
      OF REGISTERED SHARES




12.1  An
instrument of transfer shall be in writing in the form of the following, or as
near thereto as circumstances admit, or in such other form as the Board may
accept:




Transfer
of a Share or Shares




TBS
International Limited (the “Company”)




FOR VALUE
RECEIVED....................[amount], I, [name of transferor] hereby sell,
assign and transfer unto [transferee] of [address], [number] of shares of the
Company.




DATED
this [ ] day of [ ], 200[ ]


Signed
      by:
            In  the  presence
      of:Transferor
            WitnessTransferee
            Witness




12.2  Such
instrument of transfer shall be signed by or on behalf of the transferor and
transferee, provided that, in the case of a fully paid share, the Board may
accept the instrument signed by or on behalf of the transferor alone. The
transferor shall be deemed to remain the holder of such share until the same has
been transferred to the transferee in the Register of Members.




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




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




12.5  The Board
may in its absolute discretion and without assigning any reason therefor refuse
to register the transfer of a share that is not fully paid. The Board shall
refuse to register a transfer unless all applicable consents, authorisations and
permissions of any governmental body or agency in Bermuda have been obtained. If
the Board refuses to register a transfer of any share the Secretary shall,
within three months after the date on which the transfer was lodged with the
Company, send to the transferor and transferee notice of the
refusal.




12.6  Shares
may be transferred without a written instrument if transferred by an appointed
agent or otherwise in accordance with the Act.




13.
            TRANSMISSION
      OF REGISTERED SHARES




13.1  In the
case of the death of a Member, the survivor or survivors where the deceased
Member was a joint holder, and the legal personal representatives of the
deceased Member where the deceased Member was a sole holder, shall be the only
persons recognised by the Company as having any title to the deceased Member’s
interest in the shares.  Nothing herein contained shall release the
estate of a deceased joint holder from any liability in respect of any share
that had been jointly held by such deceased Member with other persons. Subject
to the provisions of the Act, for the purpose of this Bye-law, legal personal
representative means the executor or administrator of a deceased Member or such
other person as the Board may, in its absolute discretion, decide as being
properly authorised to deal with the shares of a deceased Member.




13.2  Any
person becoming entitled to a share in consequence of the death or bankruptcy of
any Member may be registered as a Member upon such evidence as the Board may
deem sufficient or may elect to nominate some person to be registered as a
transferee of such share, and in such case the person becoming entitled shall
execute in favour of such nominee an instrument of transfer in writing in the
form, or as near thereto as circumstances admit, of the following:




Transfer
by a Person Becoming Entitled on Death/Bankruptcy of a Member




TBS
International Limited (the “Company”)




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




DATED
this [ ] day of [ ], 200[ ]


Signed
      by:
            In  the  presence
      of:Transferor
            WitnessTransferee
            Witness




13.3  On the
presentation of the foregoing materials to the Board, accompanied by such
evidence as the Board may require to prove the title of the transferor, the
transferee shall be registered as a Member. Notwithstanding the foregoing, the
Board shall, in any case, have the same right to decline or suspend registration
as it would have had in the case of a transfer of the share by that Member
before such Member’s death or bankruptcy, as the case may be.




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




ALTERATION
OF SHARE CAPITAL




14.
            POWER
      TO ALTER CAPITAL




14.1  The
Company may if authorised by resolution of the Members increase, divide,
consolidate, subdivide, change the currency denomination of, diminish or
otherwise alter or reduce its share capital in any manner permitted by the
Act.




14.2  Where, on
any alteration or reduction of share capital, fractions of shares or some other
difficulty would arise, the Board may deal with or resolve the same in such
manner as it thinks fit.




15.
            VARIATION
      OF RIGHTS ATTACHING TO SHARES




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




DIVIDENDS
AND CAPITALISATION




16.
            DIVIDENDS




16.1  The Board
may, subject to these Bye-laws and in accordance with the Act, declare a
dividend to be paid to the Members, in proportion to the number of shares held
by them, and such dividend may be paid in cash or wholly or partly in specie in
which case the Board may fix the value for distribution in specie of any assets.
No unpaid dividend shall bear interest as against the Company.




16.2  The Board
may fix any date as the record date for determining the Members entitled to
receive any dividend.




16.3  The
Company may pay dividends in proportion to the amount paid up on each share
where a larger amount is paid up on some shares than on others.




16.4  The Board
may declare and make such other distributions (in cash or in specie) to the
Members as may be lawfully made out of the assets of the Company. No unpaid
distribution shall bear interest as against the Company.




17.
            POWER
      TO SET ASIDE PROFITS




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




18.
            METHOD
      OF PAYMENT




18.1  Any
dividend or other monies payable in respect of a share may be paid by cheque or
warrant sent through the post directed to the address of the Member in the
Register of Members (in the case of joint Members, the senior joint holder,
seniority being determined by the order in which the names stand in the Register
of Members), or by direct transfer to such bank account as such Member may
direct. Every such cheque shall be made payable to the order of the person to
whom it is sent or to such persons as the Member may direct, and payment of the
cheque or warrant shall be a good discharge to the Company. Every such cheque or
warrant shall be sent at the risk of the person entitled to the money
represented thereby. If two or more persons are registered as joint holders of
any shares any one can give an effectual receipt for any dividend paid in
respect of such shares.




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




18.3  Any
dividend and or other monies payable in respect of a share which has remained
unclaimed for seven years from the date when it became due for payment shall, if
the Board so resolves, be forfeited and cease to remain owing by the Company.
The payment of any unclaimed dividend or other moneys payable in respect of a
share may (but need not) be paid by the Company into an account separate from
the Company’s own account. Such payment shall not constitute the Company a
trustee in respect thereof.




18.4  The
Company shall be entitled to cease sending dividend warrants and cheques by post
or otherwise to a Member if those instruments have been returned undelivered to,
or left uncashed by, that Member on at least two consecutive occasions, or,
following one such occasion, reasonable enquiries have failed to establish the
Member’s new address. The entitlement conferred on the Company by this Bye-law
18.4 in respect of any Member shall cease if the Member claims a dividend or
cashes a dividend warrant or cheque.




19.
            CAPITALISATION




19.1  The Board
may resolve to capitalise any sum for the time being standing to the credit of
any of the Company’s share premium or other reserve accounts or to the credit of
the profit and loss account or otherwise available for distribution by applying
such sum in paying up unissued shares to be allotted as fully paid bonus shares
pro-rata (except in connection with the conversion of shares of one class to
shares of another class) to the Members.




19.2  The Board
may resolve to capitalise any sum for the time being standing to the credit of a
reserve account or sums otherwise available for dividend or distribution by
applying such amounts in paying up in full partly paid or nil paid shares of
those Members who would have been entitled to such sums if they were distributed
by way of dividend or distribution.




MEETINGS
OF MEMBERS




20.
            ANNUAL
      GENERAL MEETINGS




The
annual general meeting of the Company shall be held in each year (other than the
year of incorporation) at such time and place as the President or the Chairman
(if any) or the Board shall appoint.




21.
            SPECIAL
      GENERAL MEETINGS




The
President or the Chairman (if any) or the Board may convene a special general
meeting of the Company whenever in their judgment such a meeting is
necessary.




22.
            REQUISITIONED
      GENERAL MEETINGS




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




23.
            NOTICE




23.1  At least
10 days’ notice of an annual general meeting shall be given to each Member
entitled to attend and vote thereat, stating the date, place and time at which
the meeting is to be held and that the election of Directors will take place
thereat and, as far as practicable, the other business to be conducted at the
meeting.




23.2  At least
10 days’ notice of a special general meeting shall be given to each Member
entitled to attend and vote thereat, stating the date, time, place and the
general nature of the business to be considered at the meeting.




23.3  The Board
may fix any date as the record date for determining the Members entitled to
receive notice of and to vote at any general meeting of the
Company.




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




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




24.
            GIVING
      NOTICE AND ACCESS




24.1  A notice
may be given by the Company to any Member either (i) by delivering it to such
Member in person; or (ii) by sending it by letter mail or courier to such
Member’s address in the Register of Members; or (iii) by transmitting it by
electronic means (including facsimile and electronic mail but not telephone) in
accordance with such directions as may be given by such Member to the Company
for such purpose; or (iv) in accordance with Bye-law 24.6.




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




24.3  Save as
provided by Bye-law 24.4, any notice (save for one delivered in accordance with
Bye-law 24.6) shall be deemed to have been served at the time when the same
would be delivered in the ordinary course of transmission and, in proving such
service, it shall be sufficient to prove that the notice was properly addressed
and prepaid, if posted, at the time when it was posted, delivered to the courier
or transmitted by electronic means.




24.4  Mail
notice shall be deemed to have been served five days after the date on which it
is deposited, with postage prepaid, in the mail of any member state of the
European Union, the United States, or Bermuda.




24.5  The
Company shall be under no obligation to send a notice or other document to the
address shown for any particular Member in the Register of Members if the Board
considers that the legal or practical problems under the laws of, or the
requirements of any regulatory body or stock exchange in, the territory in which
that address is situated are such that it is necessary or expedient not to send
the notice or document concerned to such Member at such address and may require
a Member with such an address to provide the Company with an alternative
acceptable address for delivery of notices by the Company.




24.6  Where a
Member indicates his consent (in a form and manner satisfactory to the Board) to
receive information or documents by accessing them on a website rather than by
other means, the Board may deliver such information or documents by notifying
the Member of their availability and including therein the address of the
website, the place on the website where the information or document may be
found, and instructions as to how the information or document may be accessed on
the website.




24.7           In
the case of information or documents delivered in accordance with Bye-law 24.6,
service shall be deemed to have occurred when (i) the Member is notified in
accordance with that Bye-law; and (ii) the information or document is published
on the website.




25.
            POSTPONEMENT
      OF GENERAL MEETING




The
Chairman or the President may, and the Secretary on instruction from the
Chairman or the President shall, postpone or cancel any general meeting called
in accordance with the provisions of these Bye-laws (other than a meeting
requisitioned under these Bye-laws) provided that notice of postponement or
cancellation is given to each Member before the time for such meeting. Fresh
notice of the date, time and place for the postponed meeting shall be given to
the Members in accordance with the provisions of these Bye-laws.




26.
            ATTENDANCE
      AND SECURITY AT GENERAL MEETINGS




26.1  Members
may participate in any general meeting by such electronic means as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting shall
constitute presence in person at such meeting.




26.2  The Board
may, and at any general meeting, the chairman of such meeting may make any
arrangement and impose any requirement or restriction it or he considers
appropriate to ensure the security of a general meeting including, without
limitation, requirements for evidence of identity to be produced by those
attending the meeting, the searching of their personal property and the
restriction of items that may be taken into the meeting place. The Board and, at
any general meeting, the chairman of such meeting are entitled to refuse entry
to a person who refuses to comply with any such arrangements, requirements or
restrictions.




27.
            QUORUM
      AT GENERAL MEETINGS




27.1  At any
general meeting of the Company two or more persons present in person at the
meeting and representing in person or by proxy in excess of 50% of the total
issued voting shares in the Company at the start of the meeting shall form a
quorum for the transaction of business.




27.2  If within
half an hour from the time appointed for the meeting a quorum is not present,
then, in the case of a meeting convened on a requisition, the meeting shall be
deemed cancelled and, in any other case, the meeting shall stand adjourned to
the same day one week later, at the same time and place or to such other day,
time or place as the Secretary may determine. If the meeting shall be adjourned
to the same day one week later or the Secretary shall determine that the meeting
is adjourned to a specific date, time and place, it is not necessary to give
notice of the adjourned meeting other than by announcement at the meeting being
adjourned. If the Secretary shall determine that the meeting be adjourned to an
unspecified date, time or place, fresh notice of the resumption of the meeting
shall be given to each Member entitled to attend and vote thereat in accordance
with the provisions of these Bye-laws.




28.
            CHAIRMAN
      TO PRESIDE




Unless
otherwise agreed by a majority of those attending and entitled to vote thereat,
the Chairman, if there be one, and if not the President, if there be one, shall
act as chairman at all meetings of the Members at which such person is present.
In their absence, a chairman shall be appointed or elected by those present at
the meeting and entitled to vote.




29.
            VOTING
      ON RESOLUTIONS




29.1  Subject
to the provisions of the Act and these Bye-laws, any question proposed for the
consideration of the Members at any general meeting shall be decided by the
affirmative votes of a majority of the votes cast in accordance with the
provisions of these Bye-laws and in the case of an equality of votes the
resolution shall fail.




29.2  No Member
shall be entitled to vote at a general meeting unless such Member has paid all
the calls on all shares held by such Member.




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




29.4  In the
event that a Member participates in a general meeting by telephone or electronic
means, the chairman of the meeting shall direct the manner in which such Member
may cast his vote on a show of hands.




29.5  At any
general meeting if an amendment shall be proposed to any resolution under
consideration and the chairman of the meeting shall rule on whether the proposed
amendment is out of order, the proceedings on the substantive resolution shall
not be invalidated by any error in such ruling.




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




30.
            POWER
      TO DEMAND A VOTE ON A POLL




30.1  Notwithstanding
the foregoing, a poll may be demanded by any of the following
persons:




(a)  the
chairman of such meeting; or




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




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




(d)  any
Member or Members present in person or represented by proxy holding shares in
the Company conferring the right to vote at such meeting, being shares on which
an aggregate sum has been paid up equal to not less than one-tenth of the total
sum paid up on all such shares conferring such right.




30.2  Where a
poll is demanded, subject to any rights or restrictions for the time being
lawfully attached to any class of shares (including, without limitation, the
rights and restrictions referred to in Bye-law 4), every person present at such
meeting shall have one vote for each share of which such person is the holder or
for which such person holds a proxy and such vote shall be counted by ballot as
described herein, or in the case of a general meeting at which one or more
Members are present by telephone or electronic means, in such manner as the
chairman of the meeting may direct and the result of such poll shall be deemed
to be the resolution of the meeting at which the poll was demanded and shall
replace any previous resolution upon the same matter which has been the subject
of a show of hands. A person entitled to more than one vote need not use all his
votes or cast all the votes he uses in the same way.




30.3  A poll
demanded for the purpose of electing a chairman of the meeting or on a question
of adjournment shall be taken forthwith and a poll demanded on any other
question shall be taken in such manner and at such time and place at such
meeting as the chairman (or acting chairman) of the meeting may direct and any
business other than that upon which a poll has been demanded may be proceeded
with pending the taking of the poll.




30.4  Where a
vote is taken by poll, each person physically present and entitled to vote shall
be furnished with a ballot paper on which such person shall record his vote in
such manner as shall be determined at the meeting having regard to the nature of
the question on which the vote is taken, and each ballot paper shall be signed
or initialed or otherwise marked so as to identify the voter and the registered
holder in the case of a proxy. Each person present by telephone or electronic
means shall cast his vote in such manner as the chairman shall direct. At the
conclusion of the poll, the ballot papers and votes cast in accordance with such
directions shall be examined and counted by a committee of not less than two
Members or proxy holders appointed by the chairman for the purpose and the
result of the poll shall be declared by the chairman.




31.
            VOTING
      BY JOINT HOLDERS OF SHARES




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




32.
            INSTRUMENT
      OF PROXY




32.1  A Member
may appoint a proxy by (a) an instrument appointing a proxy in writing in
substantially the following form or such other form as the Board may determine
from time to time:




Proxy




TBS
International Limited (the “Company”)




I/We,
[insert names here], being a Member of the Company with [number] shares, HEREBY
APPOINT [name] of [address] or failing him, [name] of [address] to be my/our
proxy to vote for me/us at the meeting of the Members to be held on the [ ] day
of [ ], 200[ ] and at any adjournment thereof. (Any restrictions on voting to be
inserted here.)




Signed
this [ ] day of [ ], 200[ ]




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




Member(s)




or
(b) such telephonic, electronic or other means as may be approved by the
Board from time to time.




32.2  The
appointment of a proxy must be received by the Company at the registered office
or at such other place or in such manner as is specified in the notice convening
the meeting or in any instrument of proxy sent out by the Company in relation to
the meeting at which the person named in the appointment proposes to vote, and
an appointment of proxy which is not received in the manner so permitted shall
be invalid.




32.3  A Member
who is the holder of two or more shares may appoint more than one proxy to
represent him and vote on his behalf.




32.4  The
decision of the chairman of any general meeting as to the validity of any
appointment of a proxy shall be final.




33.
            REPRESENTATION
      OF CORPORATE MEMBER




33.1  A
corporation which is a Member may, by written instrument, authorise such person
or persons as it thinks fit to act as its representative at any meeting of the
Members and any person so authorised shall be entitled to exercise the same
powers on behalf of the corporation which such person represents as that
corporation could exercise if it were an individual Member, and that Member
shall be deemed to be present in person at any such meeting attended by its
authorised representative or representatives.




33.2  Notwithstanding
the foregoing, the chairman of the meeting may accept such assurances as he
thinks fit as to the right of any person to attend and vote at general meetings
on behalf of a corporation which is a Member.




34.
            ADJOURNMENT
      OF GENERAL MEETING




34.1  The
chairman of any general meeting at which a quorum is present may with the
consent of Members holding a majority of the voting rights of those Members
present in person or by proxy, (and shall if so directed by Members holding a
majority of the voting rights of those Members present in person or by proxy),
adjourn the meeting.




34.2  In
addition, the chairman may adjourn the meeting to another time and place without
such consent or direction if it appears to him that:




(a)  it is
likely to be impracticable to hold or continue that meeting because of the
number of Members wishing to attend who are not present; or




(b)  the
unruly conduct of persons attending the meeting prevents, or is likely to
prevent, the orderly continuation of the business of the meeting;
or




(c)  an
adjournment is otherwise necessary so that the business of the meeting may be
properly conducted.




34.3  Unless
the meeting is adjourned to a specific date, place and time announced at the
meeting being adjourned, fresh notice of the date, place and time for the
resumption of the adjourned meeting shall be given to each Member entitled to
attend and vote thereat in accordance with the provisions of these
Bye-laws.




35.
            WRITTEN
      RESOLUTIONS




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




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




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




35.4  A
resolution in writing made in accordance with this Bye-law shall constitute
minutes for the purposes of the Act.




35.5  This
Bye-law shall not apply to:




(a)  a
resolution passed to remove an auditor from office before the expiration of his
term of office; or




(b)  a
resolution passed for the purpose of removing a Director before the expiration
of his term of office.




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




36.
            DIRECTORS
      ATTENDANCE AT GENERAL MEETINGS




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




DIRECTORS
AND OFFICERS




37.
            ELECTION
      OF DIRECTORS




37.1  The Board
shall consist of such number of Directors being not less than five Directors and
not more than such maximum number of Directors, not exceeding eleven Directors,
as the Board may from time to time determine. Commencing one year after
effectiveness of any registration statement filed with the SEC in contemplation
of an initial public offering by the Company, and for so long as a class of the
Company’s shares is listed on the New York Stock Exchange or quoted on the
NASDAQ National Market, at least a majority of the Directors must be
“independent” (as defined in Rule 10A-3(b)(i) under the U.S. Securities Exchange
Act of 1934).




37.2  Only
persons who are proposed or nominated in accordance with this Bye-law shall be
eligible for election as Directors. Any Member or the Board may propose any
person for election as a Director. Where any person, other than a Director
retiring at the meeting or a person proposed for re-election or election as a
Director by the Board, is to be proposed for election as a Director, notice must
be given to the Company of the intention to propose him and of his willingness
to serve as a Director. That notice must be given not less than 30 days before
the anniversary of the last annual general meeting prior to the giving of the
notice or not less than 10 days prior to the meeting at which Directors are to
be elected, whichever deadline occurs earlier.




37.3  Where the
number of persons validly proposed for re-election or election as a Director is
greater than the number of Directors to be elected, the persons receiving the
most votes (up to the number of Directors to be elected) shall be elected as
Directors, and an absolute majority of the votes cast shall not be a
prerequisite to the election of such Directors.




37.4  At any
general meeting the Members may authorise the Board to fill any vacancy in their
number left unfilled at a general meeting.




38.
            TERM
      OF OFFICE OF DIRECTORS




Directors
shall hold office for such term as the Members may determine or, in the absence
of such determination, until the next annual general meeting or until their
successors are elected or appointed or their office is otherwise
vacated.




39.
            ALTERNATE
      DIRECTORS




39.1  At any
general meeting of the Company, the Members may elect a person or persons to act
as a Director in the alternative to any one or more Directors of the Company or
may authorise the Board to appoint such Alternate Directors.




39.2  Unless
the Members otherwise resolve, any Director may appoint a person or persons to
act as a Director in the alternative to himself by notice in writing deposited
with the Secretary. Any person so elected or appointed shall have all the rights
and powers of the Director or Directors for whom such person is appointed in the
alternative provided that such person shall not be counted more than once in
determining whether or not a quorum is present.




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




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




40.
            REMOVAL
      OF DIRECTORS




40.1  Subject
to any provision to the contrary in these Bye-laws, the Members entitled to vote
for the election of Directors may, at any special general meeting convened and
held in accordance with these Bye-laws, remove a Director, with or without
cause, provided that the notice of any such meeting convened for the purpose of
removing a Director shall contain a statement of the intention so to do and be
served on such Director not less than 14 days before the meeting and at such
meeting the Director shall be entitled to be heard on the motion for such
Director’s removal.




40.2  If a
Director is removed from the Board under the provisions of this Bye-law the
Members may fill the vacancy at the meeting at which such Director is removed.
In the absence of such election or appointment, the Board may fill the
vacancy.




41.
            VACANCY
      IN THE OFFICE OF DIRECTOR




41.1  The
office of Director shall be vacated if the Director:




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




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




(c)  is or
becomes of unsound mind or dies; or (d)  resigns his office by notice
in writing to the Company.




41.2  The
Members in general meeting or the Board shall have the power to appoint any
person as a Director to fill a vacancy on the Board occurring as a result of the
death, disability, disqualification or resignation of any Director or as a
result of an increase in the size of the Board and to appoint an Alternate
Director to any Director so appointed.




42.
            REMUNERATION
      OF DIRECTORS




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




43.
            DEFECT
      IN APPOINTMENT OF DIRECTOR




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




44.
            DIRECTORS
      TO MANAGE BUSINESS




44.1  The
business of the Company shall be managed and conducted by the Board. In managing
the business of the Company, the Board may exercise all such powers of the
Company as are not, by statute or by these Bye-laws, required to be exercised by
the Company in general meeting subject, nevertheless, to these Bye-laws and the
provisions of any statute.




44.2  Subject
to these Bye-laws, the Board may delegate to any company, firm, person, or body
of persons any power of the Board (including the power to
sub-delegate).




45.
            POWERS
      OF THE BOARD OF DIRECTORS




45.1  The Board
may:




(a)  appoint,
suspend, or remove any manager, secretary, clerk, agent or employee of the
Company and may fix their remuneration and determine their duties;




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




(c)  appoint
one or more Directors to the office of managing director or chief executive
officer of the Company, who shall, subject to the control of the Board,
supervise and administer all of the general business and affairs of the
Company;




(d)  appoint a
person to act as manager of the Company’s day-to-day business and may entrust to
and confer upon such manager such powers and duties as it deems appropriate for
the transaction or conduct of such business;




(e)  by power
of attorney, appoint any company, firm, person or body of persons, whether
nominated directly or indirectly by the Board, to be an attorney of the Company
for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Board) and for such period and
subject to such conditions as it may think fit and any such power of attorney
may contain such provisions for the protection and convenience of persons
dealing with any such attorney as the Board may think fit and may also authorise
any such attorney to sub-delegate all or any of the powers, authorities and
discretions so vested in the attorney;




(f)  procure
that the Company pays all expenses incurred in promoting and incorporating the
Company;




(g)  delegate
any of its powers (including the power to sub-delegate) to a committee appointed
by the Board which may consist partly or entirely of non-Directors, provided
that every such committee shall conform to such directions as the Board shall
impose on them and provided further that the meetings and proceedings of any
such committee shall be governed by the provisions of these Bye-laws regulating
the meetings and proceedings of the Board, so far as the same are applicable and
are not superceded by directions imposed by the Board;




(h)  present
any petition and make any application in connection with the liquidation or
reorganisation of the Company;




(i)  in
connection with the issue of any share, pay such commission and brokerage as may
be permitted by law; and




(j)  authorise
any company, firm, person or body of persons to act on behalf of the Company for
any specific purpose and in connection therewith to execute any deed, agreement,
document or instrument on behalf of the Company.




46.
            REGISTER
      OF DIRECTORS AND OFFICERS




The Board
shall cause to be kept in one or more books at the registered office of the
Company a Register of Directors and Officers and shall enter therein the
particulars required by the Act.




47.
            APPOINTMENT
      OF OFFICERS




The Board
may appoint such Officers (who may or may not be Directors) as the Board may
determine.




48.
            APPOINTMENT
      OF SECRETARY




The
Secretary shall be appointed by the Board from time to time.




49.
            DUTIES
      OF OFFICERS




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




50.
            REMUNERATION
      OF OFFICERS




The
Officers shall receive such remuneration as the Compensation Committee may
determine.




51.
            CONFLICTS
      OF INTEREST




51.1  Any
Director, or any Director’s firm, partner or any company with whom any Director
is associated, may act in any capacity for, be employed by or render services to
the Company and such Director or such Director’s firm, partner or company shall
be entitled to remuneration as if such Director were not a Director. Nothing
herein contained shall authorise a Director or Director’s firm, partner or
company to act as Auditor to the Company.




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




51.3  Following
a declaration being made pursuant to this Bye-law, and unless disqualified by
the chairman of the relevant Board meeting, a Director may vote in respect of
any contract or proposed contract or arrangement in which such Director is
interested and may be counted in the quorum for such meeting.




52.
            INDEMNIFICATION
      AND EXCULPATION OF DIRECTORS AND
OFFICERS




52.1  The
Directors, Secretary and other Officers (such term to include any person
appointed to any committee by the Board) for the time being acting in relation
to any of the affairs of the Company and the liquidator or trustees (if any) for
the time being acting in relation to any of the affairs of the Company and every
one of them, and their heirs, executors and administrators, shall be indemnified
and secured harmless out of the assets of the Company from and against all
actions, costs, charges, losses, damages and expenses which they or any of them,
their heirs, executors or administrators, shall or may incur or sustain by or by
reason of any act done, concurred in or omitted in or about the execution of
their duty, or supposed duty, or in their respective offices or trusts, and none
of them shall be answerable for the acts, receipts, neglects or defaults of the
others of them or for joining in any receipts for the sake of conformity, or for
any bankers or other persons with whom any moneys or effects belonging to the
Company shall or may be lodged or deposited for safe custody, or for
insufficiency or deficiency of any security upon which any moneys of or
belonging to the Company shall be placed out on or invested, or for any other
loss, misfortune or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall
not extend to any matter in respect of any fraud or dishonesty which may attach
to any of the said persons. Each Member agrees to waive any claim or right of
action such Member might have, whether individually or by or in the right of the
Company, against any Director or Officer on account of any action taken by such
Director or Officer, or the failure of such Director or Officer to take any
action in the performance of his duties with or for the Company, PROVIDED THAT
such waiver shall not extend to any matter in respect of any fraud or dishonesty
which may attach to such Director or Officer.




52.2  The
Company may purchase and maintain insurance for the benefit of any Director or
Officer of the Company against any liability incurred by him under the Act in
his capacity as a Director or Officer of the Company or indemnifying such
Director or Officer in respect of any loss arising or liability attaching to him
by virtue of any rule of law in respect of any negligence, default, breach of
duty or breach of trust of which the Director or Officer may be guilty in
relation to the Company or any subsidiary thereof.




MEETINGS
OF THE BOARD OF DIRECTORS




53.
            BOARD
      MEETINGS




The Board
may meet for the transaction of business, adjourn and otherwise regulate its
meetings as it sees fit. Subject to the provisions of these Bye-laws, a
resolution put to the vote at a meeting of the Board shall be carried by the
affirmative votes of a majority of the votes cast and in the case of an equality
of votes the resolution shall fail.




54.
            NOTICE
      OF BOARD MEETINGS




A
Director may, and the Secretary on the requisition of a Director shall, at any
time summon a meeting of the Board. Notice of a meeting of the Board shall be
deemed to be duly given to a Director if it is given to such Director verbally
(in person or by telephone) or otherwise communicated or sent to such Director
by post, electronic means or other mode of representing words in a visible form
at such Director’s last known address or in accordance with any other
instructions given by such Director to the Company for this
purpose.




55.
            ELECTRONIC
      PARTICIPATION IN MEETINGS




Directors
may participate in any meeting by such electronic means as permit all persons
participating in the meeting to communicate with each other simultaneously and
instantaneously, and participation in such a meeting shall constitute presence
in person at such meeting.




56.
            QUORUM
      AT BOARD MEETINGS




The
quorum necessary for the transaction of business at a meeting of the Board shall
be a majority of the Directors then in office.




57.
            BOARD
      TO CONTINUE IN THE EVENT OF VACANCY




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




58.
            CHAIRMAN
      TO PRESIDE




Unless
otherwise agreed by a majority of the Directors attending , the Chairman, if
there be one, and if not, the President, if there be one, shall act as chairman
at all meetings of the Board at which such person is present. In their absence,
a chairman shall be appointed or elected by the Directors present at the
meeting.




59.
            WRITTEN
      RESOLUTIONS




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




60.
            VALIDITY
      OF PRIOR ACTS OF THE BOARD




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




CORPORATE
RECORDS




61.
            MINUTES




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




(a)  of all
elections and appointments of Officers;




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




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




62.
            PLACE
      WHERE CORPORATE RECORDS KEPT




Minutes
prepared in accordance with the Act and these Bye-laws shall be kept by the
Secretary at the registered office of the Company.




63.
            FORM
      AND USE OF SEAL




63.1  The
Company may adopt a seal in such form as the Board may determine. The Board may
adopt one or more duplicate seals for use in or outside Bermuda.




63.2  A seal
may, but need not be affixed to any deed, instrument, share certificate or
document, and if the seal is to be affixed thereto, it shall be attested by the
signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or
(iv) any person authorised by the Board for that purpose.




63.3           A
Resident Representative may, but need not, affix the seal of the Company to
certify the authenticity of any copies of documents.




ACCOUNTS




64.
            BOOKS
      OF ACCOUNT




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




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




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




(c)  all
assets and liabilities of the Company.




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




65.
            FINANCIAL
      YEAR END




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




66.
            ANNUAL
      AUDIT




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




67.
            APPOINTMENT
      OF AUDITORS




67.1  Subject
to the provisions of the Act, at the annual general meeting or at a subsequent
special general meeting in each year, an independent representative of the
Members shall be appointed by them as Auditor of the accounts of the
Company.




67.2  The
Auditor may be a Member but no Director, Officer or employee of the Company
shall, during his continuance in office, be eligible to act as an Auditor of the
Company.




68.
            REMUNERATION
      OF AUDITORS




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




69.
            DUTIES
      OF AUDITORS




69.1  The
financial statements provided for by these Bye-laws shall be audited by the
Auditor in accordance with generally accepted auditing standards. The Auditor
shall make a written report thereon in accordance with generally accepted
auditing standards.




69.2  The
generally accepted auditing standards referred to in this Bye-law may be those
of a country or jurisdiction other than Bermuda or such other generally accepted
auditing standards as may be provided for in the Act. If so, the financial
statements and the report of the Auditor shall identify the generally accepted
auditing standards used.




70.
            ACCESS
      TO RECORDS




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




71.
            FINANCIAL
      STATEMENTS




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




72.
            DISTRIBUTION
      OF AUDITORS REPORT




The
report of the Auditor shall be submitted to the Members in general
meeting.




73.
            VACANCY
      IN THE OFFICE OF AUDITOR




If the
office of Auditor becomes vacant by the resignation or death or the Auditor, or
by the Auditor becoming incapable of acting by reason of illness or other
disability at a time when the Auditor’s services are required, the vacancy
thereby created shall be filled in accordance with the Act.




BUSINESS
COMBINATIONS




74.
            BUSINESS
      COMBINATIONS




74.1  Subject
to Bye-law 74.2, the Company shall not engage in any Business Combination unless
such Business Combination has been approved by a resolution of the Members
including the affirmative vote of the holders of shares carrying not less than
66% of the votes attaching to all shares in issue.




74.2  Bye-law
74.1 shall not apply in respect of any Business Combination approved by the
Board, and in respect of any such Business Combination which the Act requires to
be approved by the Members, the necessary general meeting quorum and Members’
approval shall be as set out in Bye-laws 27 and 29 respectively.




74.3  In this
Bye-law, “Business Combination” means:




(a)  any
amalgamation, merger, consolidation or similar transaction involving the Company
(other than with or between one or more wholly-owned subsidiaries);




(b)  any sale
or other disposition of all or substantially all of the assets of the Company or
of all or substantially all of the assets of any company or other entity in the
Group.




VOLUNTARY
WINDING-UP AND DISSOLUTION




75.
            WINDING-UP




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




CHANGES
TO CONSTITUTION




76.
            CHANGES
      TO BYE-LAWS




76.1  Subject
to Bye-law 76.2, no Bye-law shall be rescinded, altered or amended and no new
Bye-law shall be made until the same has been approved by a resolution of the
Board and by a resolution of the Members.




76.2  Bye-laws
74 and 76 shall not be rescinded, altered or amended and no new Bye-law shall be
made which would have the effect of rescinding, altering or amending the
provisions of such Bye-laws, until the same has been approved by a resolution of
the Board including the affirmative vote of not less than 66% per cent of the
Directors then in office and by a resolution of the Members including the
affirmative vote of the holders of shares carrying not less than 66% per cent of
the votes attaching to all shares in issue.




77.
            DISCONTINUANCE




The Board
may exercise all the powers of the Company to discontinue the Company to a
jurisdiction outside Bermuda pursuant to the
Act.