Exhibit 3(iii).1THE BYE-LAWSOF**PLATINUM UNDERWRITERS HOLDINGS, LTD.**(As amended by resolution of the Members adopted on April 25, 2006such amendment to become effective in accordance with such resolution.)
 

 
TABLE OF CONTENTS     Bye-Law Page 1. Interpretation  1 2. Board of Directors  5 3. Management of the Company  6 4. Power to appoint chief executive officer  6 5. Power to appoint manager  6 6. Power to authorise specific actions  6 7. Power to appoint attorney  6 8. Power to appoint and dismiss employees  7 9. Power to borrow and charge property  7 10. Power to purchase shares of the Company  7 11. Election of Directors  9 12. Defects in appointment of Directors  9 13. Alternate Directors  9 14. Removal of Directors  10 15. Vacancies on the Board  10 16. Notice of meetings of the Board  11 17. Quorum at meetings of the Board  12 18. Meetings of the Board  12 19. Unanimous written resolutions  12 20. Contracts and disclosure of Directors’ interests  12 21. Remuneration of Directors  13 22. Other interests of Directors  13 23. Power to delegate to a committee  14 24. Officers of the Company  15 25. Appointment of Officers  15 
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     Bye-Law Page 26. Remuneration of Officers  15 27. Duties of Officers  15 28. Chairman of meetings  15 29. Register of Directors and Officers  15 30. Obligations of Board to keep minutes  16 31. Indemnification of Directors and Officers of the Company  16 32. Waiver of claim by Member  17 33. Notice of annual general meeting  18 34. Notice of special general meeting  18 35. Accidental omission of notice of general meeting  18 36. Meeting called on requisition of Members  18 37. Short notice  18 38. Postponement of Meetings  19 39. Quorum For General Meeting  19 40. Adjournment of meetings  19 41. Attendance at meetings  20 42. Written resolutions  20 43. Attendance of Directors  21 44. Voting at meetings  21 45. Voting on show of hands  21 46. Decision of chairman  21 47. Demand for a poll  22 48. Seniority of joint holders voting  23 49. Instrument of proxy  23 50. Representation of corporations at meetings  23 51. Rights of shares  24 52. Limitation on voting rights of Controlled Shares  25 53. Power to issue shares  27 54. Variation of rights and alteration of share capital  28 
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     Bye-Law Page 55. Registered holder of shares  29 56. Death of a joint holder  29 57. Share certificates  29 58. Calls on shares  30 59. Contents of Register of Members  30 60. Inspection of Register of Members  30 61. Determination of record dates  31 62. Instrument of transfer  31 63. Restrictions on transfer  31 64. Transfers by joint holders  33 65. Lien on Shares  33 66. Registration on bankruptcy  34 67. Declaration of dividends by the Board  35 68. Other distributions  35 69. Reserve fund  35 70. Deduction of amounts due to the Company  35 71. Unclaimed dividends  35 72. Interest on dividend  36 73. Issue of bonus shares  36 74. Records of account  36 75. Financial year end  36 76. Financial statements  36 77. Appointment of Auditor  37 78. Remuneration of Auditor  37 79. Vacation of office of Auditor  37 80. Access to books of the Company  37 81. Report of the Auditor  37 82. Notices to Members of the Company  38 83. Notices to joint Members  38 
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     Bye-Law Page 84. Service and delivery of notice  38 85. The Seal  38 86. Manner in which seal is to be affixed  39 87. Determination to wind up Company  39 88. Winding-up/distribution by liquidator  39 89. Alteration of Bye-laws  39 
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**BYE — LAWS****of****PLATINUM UNDERWRITERS HOLDINGS, LTD.****INTERPRETATION**1. Interpretation     (1) In these Bye-laws the following words and expressions shall, where not inconsistent withthe context, have the following meanings respectively: (a) “Act” means the Companies Act 1981 as amended from time totime;  (b) “Affiliate” has the meaning ascribed thereto in Rule 144promulgated under the Securities Act;  (c) “Alternate Director” means an alternate Director;  (d) “Auditor” includes any individual or partnership;  (e) “Board” means the Board of Directors appointed or electedpursuant to these Bye-laws and acting by resolution in accordance with the Actand these Bye-laws or the Directors present at a meeting of Directors at whichthere is a quorum;  (f) “Business Day” means any day, other than a Saturday, a Sundayor any day on which banks in Hamilton, Bermuda or The City of New York, UnitedStates are authorized or obligated by law or executive order to close;  (g) “Code” means the United States Internal Revenue Code of 1986,as amended from time to time, or any federal statute from time to time ineffect that has replaced such statute, and any reference in these Bye-laws to aprovision of the Code or a rule or regulation promulgated thereunder means suchprovision, rule or regulation as amended from time to time or any provision ofa federal law, or any federal rule or regulation, from time to time in effectthat has replaced such provision, rule or regulation;  (h) “Common Shares” means the common shares, par value U.S.$ 0.01per share, of the Company and includes a fraction of a Common Share;  (i) “Company” means the company for which these Bye-laws areapproved and confirmed;  (j) “Controlled Shares” of any Person means all Common Shares andshares of any other class or classes of shares of the Company conferring votingrights owned by such Person, whether:
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 (i) directly;  (ii) with respect to Persons who are U.S. Persons,by application of the attribution and constructive ownership rules ofSections 958(a) and 958(b) of the Code; or,  (iii) beneficially owned directly or indirectlywithin the meaning of Section 13(d)(3) of the Exchange Act, as amended,and the rules and regulations thereunder; (k) “debenture” means debenture stock, mortgages, bonds and anyother such debt securities of the Company whether constituting a charge on theassets of the Company or not;  (l) “Director” means a director of the Company and shall include anAlternate Director;  (m) “dividend” includes a bonus or capitalization issue of shares;  (n) “Exchange Act” means the United States Securities Exchange Actof 1934 as amended from time to time or any federal statute from time to timein effect that has replaced such statute, and any reference in these Bye-lawsto a provision of the Exchange Act or a rule or regulation promulgatedthereunder means such provision, rule or regulation as amended from time totime or any provision of a federal law, or any federal rule or regulation, fromtime to time in effect that has replaced such provision, rule or regulation;  (o) “Fair Market Value” means, with respect to a repurchase of anyshares of the Company in accordance with these Bye-laws, (i) if such shares arelisted on a securities exchange (or quoted in a securities quotation system),the average closing sale price of such shares on such exchange (or in suchquotation system), or, if such shares are listed on (or quoted in) more thanone exchange (or quotation system), the average closing sale price of theshares on the principal securities exchange (or quotation system) on which suchshares are then traded, or, if such shares are not then listed on a securitiesexchange (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 suchmarket, in each case for the last five trading days immediately preceding theday on which notice of the repurchase of such shares is sent pursuant to theseBye-laws or (ii) if no such closing sales prices or quotations are availablebecause such shares are not publicly traded or otherwise, the fair value ofsuch shares as determined by one independent nationally recognized investmentbanking firm chosen by the Company and reasonably satisfactory to the Memberwhose shares are to be so repurchased by the Company, provided that thecalculation of the Fair Market Value of the shares made by such appointedinvestment banking firm (i) shall not include any discount relating to theabsence of a public trading market for, or any transfer restrictions on, suchshares, and
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   (ii) such calculation shall be final and the fees and expenses stemming fromsuch calculation shall be borne by the Company or its assignee, as the casemay be;  (p) “Formula” has the meaning ascribed thereto in Bye-law 52;  (q) “IPO” means the initial public offering of the Company’s CommonShares.  (r) “Member” means the person registered in the Register of Membersas the holder of shares in the Company and, when two or more persons are soregistered as joint holders of shares, means the person whose name stands firstin the Register of Members as one of such joint holders or all of such personsas the context so requires;  (s) “notice” means written notice as further defined in theseBye-laws unless otherwise specifically stated;  (t) “Officer” means any person appointed by the Board to hold anoffice in the Company;  (u) “Person” means any individual, company, corporation, firm,partnership, trust or any other business, entity or person, whether or notrecognized as constituting a separate legal entity;  (v) “Platinum Finance” means Platinum Underwriters Finance, Inc., aUnited States corporation and 100% wholly owned subsidiary of the Company;  (w) “Purchase Contract Agreement” means the Purchase ContractAgreement between and among the Company, Platinum Finance, and JPMorgan Chaseas Purchase Contract Agent entered into in connection with the public offeringof equity security units by the Company and Platinum Finance;  (x) “Preferred Shares” means the preferred shares, par value U.S.$0.01 per share, of the Company and includes a fraction of a Preferred Share;  (y) “Register of Directors and Officers” means the Register ofDirectors and Officers referred to in Bye-law 29;  (z) “Register of Members” means the Register of Members referred toin Bye-law 59;  (aa) “RenRe” means RenaissanceRe Holdings Ltd., a Bermuda company(and its successors).  (bb) “RenRe Person” means any of RenRe and its Affiliates followingthe consummation of the IPO;  (cc) “Secretary” means the person appointed to perform any or allthe duties of secretary of the Company and includes any deputy or assistantsecretary;  (dd) “Securities Act” means the United States Securities Act of 1933as amended from time to time or any federal statute from time to time in
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   effect which has replaced such statute, and any reference in these Bye-lawsto a provision of the Securities Act or a rule or regulation promulgatedthereunder means such provision, rule or regulation as amended from time totime 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 orregulation;  (ee) “share” means a share of any class of shares in the capital ofthe Company (including, where the context so admits, Common Shares) andincludes a fraction of a share;  (ff) “St. Paul” means The St. Paul Companies, Inc., a Minnesotacorporation (and its successors).  (gg) “St. Paul Person” means any of St. Paul and its Affiliatesfollowing the consummation of the IPO;  (hh) “subsidiary”, with respect to any Person, means a company morethan fifty percent (50%) (or, in the case of a wholly owned subsidiary, onehundred percent (100%)) of the outstanding Voting Shares of which is owned,directly or indirectly, by such Person or by one or more other subsidiaries, orany such Person and one or more other subsidiaries;  (ii) “10% Shareholder” means a Person who owns, in the aggregate,(i) directly, (ii) with respect to Persons who are U.S. Persons, by applicationof the attribution and constructive ownership rules of Sections 958(a) and958(b) of the Code or (iii) beneficially, directly or indirectly within themeaning of Section 13(d)(3) of the Exchange Act, shares of the Companyrepresenting ten percent (10%) or more of the total combined voting rightsattaching to the issued Common Shares and the issued shares of any other classor classes of shares of the Company;  (jj) “Unadjusted Basis”, when used with respect to the aggregatevoting rights held by any Member, refers to the determination of such rightswithout reference to the provisions relating to the adjustment of voting rightscontained in Bye-law 52;  (kk) “United States” means the United States of America anddependent territories or any part thereof;  (ll) “United States 25% Shareholder” means a U.S. Person or a RenReperson (solely for purposes of applying this definition, RenRe isassumed to be a U.S. Person) who owns, directly or by application of theconstructive ownership rules of Sections 958(a) and 958(b) of the Code, sharesrepresenting either (i) twenty-five percent (25%) or more of the total combinedvoting rights attaching to the issued Common Shares and the issued shares ofany other class or classes of shares of the Company or (ii) twenty-five percent(25%) or more of the total combined value of the issued Common Shares and anyother issued shares of the Company, in each case determined pursuant to Section957 of the Code;
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 (mm) “U.S. Person” means (i) an individual who is a citizen orresident of the United States, (ii) a corporation or partnership that is, as tothe United States, a domestic corporation or partnership, (iii) an estate thatis subject to United States federal income tax on its income regardless of itssource, and (iv) a trust if a U.S. court can exercise primary supervision overthe trust’s administration and one or more U.S. persons are authorized tocontrol all substantial decisions of the trust; and  (nn) “Voting Share” of any Person means any share in such Personconferring voting rights on the holder thereof (other than such voting rightsas would exist solely in relation to a proposal to alter or vary the rightsattaching to such shares solely upon the future occurrence of a contingency orvoting rights attaching solely by virtue of the provisions of the Act).     (2) In these Bye-laws, where not inconsistent with the context: (a) words denoting the plural number include the singular numberand vice versa;  (b) words denoting the masculine gender include the femininegender;  (c) words importing persons include companies, associations orbodies of persons whether corporate or not;  (d) the word: (i) “may” shall be construed as permissive;  (ii) “shall” shall be construed as imperative; and (e) unless otherwise provided herein words or expressions definedin the Act shall bear the same meaning in these Bye-laws.     (3) Expressions referring to writing or written shall, unless the contrary intention appears,include facsimile, printing, lithography, photography and other modes of representing words in avisible form.     (4) Headings used in these Bye-laws are for convenience only and are not to be used or reliedupon in the construction hereof.**BOARD OF DIRECTORS**2. Board of Directors     The business of the Company shall be managed and conducted by the Board.
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3. Management of the Company     (1) In managing the business of the Company, the Board may exercise all such powers of theCompany as are not, by statute or by these Bye-laws, required to be exercised by the Company ingeneral meeting subject, nevertheless, to these Bye-laws, the provisions of any statute, and tosuch regulations as may be prescribed by the Company in general meeting.     (2) No regulation or alteration to these Bye-laws made by the Company in general meeting shallinvalidate any prior act of the Board which would have been valid if that regulation or alterationhad not been made.     (3) The Board may procure that the Company pays to Members or third parties all expensesincurred in promoting and incorporating the Company.4. Power to appoint chief executive officer     The Board may from time to time appoint one or more Persons to the office of chief executiveofficer of the Company who shall, subject to the control of the Board, supervise and administer allof the general business and affairs of the Company.5. Power to appoint manager     The Board may appoint a Person to act as manager of the Company’s day to day business and mayentrust to and confer upon such manager such powers and duties as it deems appropriate for thetransaction or conduct of such business.6. Power to authorise specific actions     The Board may from time to time and at any time authorise any Director, Officer or otherPerson or body of Persons to act on behalf of the Company for any specific purpose and inconnection therewith to execute any agreement, document or instrument on behalf of the Company.7. Power to appoint attorney     The Board may from time to time and at any time by power of attorney appoint any company,firm, Person or body of Persons, whether nominated directly or indirectly by the
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Board, to be an attorney of the Company for such purposes and with such powers, authoritiesand discretions (not exceeding those vested in or exercisable by the Board) and for such period andsubject to such conditions as they may think fit and any such power of attorney may contain suchprovisions for the protection and convenience of persons dealing with any such attorney as theBoard may think fit and may also authorise any such attorney to sub-delegate all or any of thepowers, authorities and discretions so vested in the attorney. Such attorney may, if so authorisedunder the seal of the Company, execute any deed or instrument under their personal seal with thesame effect as the affixation of the seal of the Company.8. Power to appoint and dismiss employees     The Board may appoint, suspend or remove any manager, secretary, clerk, agent or employee ofthe Company and may fix their remuneration and determine their duties.9. Power to borrow and charge property     The Board may exercise all the powers of the Company to borrow money and to mortgage or chargeits 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 orobligation of the Company or any third party.10. Power to purchase shares of the Company     (1) Exercise of power to repurchase shares of the Company     The Board may exercise all the powers of the Company to purchase all or any part of its ownshares pursuant to Sections 42 and 42A of the Act or to discontinue the Company to a named countryor jurisdiction outside Bermuda pursuant to Section 132G of the Act or any successor to suchprovisions.     (2) Unilateral repurchase right     Subject to Section 42A of the Act, if the Board in its absolute and unfettered discretion, onbehalf 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
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the Members, the Company will have the option, but not the obligation, to repurchase all orpart of the shares held by such Member (to the extent the Board, in the reasonable exercise of itsdiscretion, determines it is necessary to avoid or cure such adverse consequences) for immediatelyavailable funds in an amount equal to the Fair Market Value of such shares on the date the Companysends the Repurchase Notice referred to below (the “Repurchase Price”); provided, that the Boardwill use its best efforts to exercise this option equally among similarly situated Members (to theextent possible under the circumstances). In that event, the Company will also be entitled toassign its repurchase right to a third party or parties including the other Members, with theconsent of such assignee. Each Member shall be bound by the determination by the Company torepurchase or assign its right to repurchase such Member’s shares and, if so required by theCompany, shall sell the number of shares that the Company requires it to sell.     In the event that the Company or its assignee(s) determines to repurchase any such shares, theCompany shall provide each Member concerned with written notice of such determination (a“Repurchase Notice”) at least seven (7) calendar days prior to such repurchase or such shorterperiod as each such Member may authorize, specifying the date on which any such shares are to berepurchased and the Repurchase Price. The Company may revoke the Repurchase Notice at any timebefore it (or its assignee(s)) pays for the shares. Neither the Company nor its assignee(s) shallbe obliged to give general notice to the Members of any intention to purchase or the conclusion ofany purchase of shares. Payment of the Repurchase Price by the Company or its assignee(s) shall beby wire transfer and made at a closing to be held no less than seven (7) calendar days afterreceipt of the Repurchase Notice by the Member.     (3) Restrictions on repurchases     If the Company redeems or purchases shares pursuant to this Bye-law 10, it shall do so only ina manner it believes would not result, upon consummation of such redemption or purchase, in (i) anyPerson (other than St. Paul or RenRe) becoming or continuing to be a 10% Shareholder or (ii) a St.Paul Person or a RenRe Person becoming or continuing to be a United States 25% Shareholder, in thecase of each of (i) and (ii) on an Unadjusted Basis.
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11. Election of Directors     The Board shall consist of not less than seven (7) Directors or such number in excess thereofas the Company (acting through its Board of Directors) may from time to time determine up to amaximum of twelve (12) Directors, each having one vote, who shall be elected, except in the case ofcasual vacancy, by the Members at the annual general meeting or any special general meeting calledfor the purpose and who shall hold office until the next succeeding annual general meeting or untiltheir successors are elected or appointed or their office is otherwise vacated, and any generalmeeting may authorize the Board to fill any vacancy in their number left unfilled at a generalmeeting. Candidates for election at each annual general meeting or special general meeting calledfor the purpose shall be nominated by the Company (acting through its Board of Directors).12. Defects in appointment of Directors     All acts done bona fide by any meeting of the Board or by a committee of the Board or by anyperson acting as a Director shall, notwithstanding that it be afterwards discovered that there wassome defect in the appointment of any Director or person acting as aforesaid, or that they or anyof them were disqualified, be as valid as if every person had been duly appointed and was qualifiedto be a Director.13. Alternate Directors     (1) Each Director may appoint an Alternate Director and such appointment shall becomeeffective upon the Secretary receiving written notice of such appointment. Any person so appointedshall have all the rights and powers of the Director or Directors for whom such person is appointedin the alternate, provided that such person shall not be counted more than once in determiningwhether or not a quorum is present.     (2) An Alternate Director shall be entitled to receive notice of all meetings of the Board andto attend and vote at any such meeting at which a Director for whom such Alternate Director wasappointed in the alternative is not personally present and generally to perform at such meeting allthe functions of such Director for whom such Alternate Director was appointed.
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     (3) An Alternate Director shall cease to be such if the Director for whom such AlternateDirector was appointed ceases for any reason to be a Director but may be re-appointed by the Boardas alternate to the person appointed to fill the vacancy in accordance with these Bye-laws.14. Removal of Directors     (1) Subject to any provision to the contrary in these Bye-laws, the Members may, at anyspecial general meeting convened for that purpose and held in accordance with these Bye-laws,remove any Director provided that the notice of any such meeting convened for the purpose ofremoving a Director shall contain a statement of the intention so to do and be served on suchDirector not less than 14 days before the meeting and at such meeting such Director shall beentitled to be heard on the motion for such Director’s removal.     (2) A vacancy on the Board created by the removal of a Director under the provisions ofsubparagraph (1) of this Bye-law may be filled by the Members at the meeting at which such Directoris removed. A Director so appointed shall hold office until the next annual general meeting oruntil such Director’s successor is elected or appointed or such Director’s office is otherwisevacated and, in the absence of such election or appointment, the Board may fill any such vacancy inaccordance with Bye-law 15.15. Vacancies on the Board     (1) The Board shall have the power from time to time and at any time to appoint any person asa Director to fill a vacancy on the Board occurring as the result of the death, disability,disqualification or resignation of any Director or if such Director’s office is otherwise vacated.A Director so appointed by the Board shall hold office until the next succeeding annual generalmeeting or until such Director’s successor is elected or appointed or such Director’s office isotherwise vacated.     (2) The Board may act notwithstanding any vacancy in its number but, if and so long as itsnumber is reduced below the number fixed by these Bye-laws, or such greater number as may have beendetermined by the Members, as the quorum necessary for the transaction of business at meetings ofthe Board, the continuing Directors or Director may act only for the
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purpose of (i) summoning a general meeting of the Company or (ii) preserving the assets of theCompany.     (3) The office of Director shall be vacated if the Director: (a) is removed from office pursuant to these Bye-laws or isprohibited from being a Director by law;  (b) is or becomes bankrupt or makes any arrangement or compositionwith his creditors generally;  (c) is or becomes of unsound mind or dies;  (d) resigns his or her office by notice in writing to the Company.16. Notice of meetings of the Board     (1) The Chairman or Deputy Chairman, or any two (2) Directors may, and the Secretary on therequisition of the Chairman or Deputy Chairman, or any two (2) Directors shall, at any time summona meeting of the Board by at least three (3) Business Days’ notice to each Director and AlternateDirector, unless such Director or Alternate Director consents to shorter notice.     (2) Notice of a meeting of the Board shall specify the general nature of the business to beconsidered at such meeting and shall be deemed to be duly given to a Director if it is given tosuch Director in person or otherwise communicated or sent to such Director by registered mail,courier service, cable, telex, telecopier, facsimile or other mode of representing words in alegible and non-transitory form at such Director’s last known address or any other address given bysuch Director to the Company for this purpose. If such notice is sent by next-day courier, cable,telex, telecopier or facsimile, it shall be deemed to have been given the Business Day followingthe sending thereof and, if by registered mail, five (5) Business Days following the sendingthereof.     (3) Meetings of the Directors may be held within or outside of Bermuda, except not in theUnited States or the United Kingdom.
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17. Quorum at meetings of the Board     The quorum necessary for the transaction of business at a meeting of the Board shall be amajority of the Directors then in office, present in person or represented or such greater numberas the Members shall determine.18. Meetings of the Board     (1) The Board may meet for the transaction of business, adjourn and otherwise regulate itsmeetings as it sees fit.     (2) Directors may participate in any meeting of the Board by means of such telephone,electronic or other communication facilities from anywhere in the world except the United Statesand the United Kingdom as permit all persons participating in the meeting to communicate with eachother simultaneously and instantaneously, and participation in such a meeting shall constitutepresence in person at such meeting.     (3) A resolution put to the vote at a duly constituted meeting of the Board at which a quorumis present and acting throughout shall be carried by the affirmative votes of a majority of thevotes cast and in the case of an equality of votes, the resolution shall fail.19. Unanimous written resolutions     A resolution in writing signed by all the Directors which may be in counterparts, shall be asvalid as if it had been passed at a meeting of the Board duly called and constituted, suchresolution to be effective on the date on which the last Director signs the resolution and deliverssuch resolution to the Company at its address, provided that none of the Directors signs in theUnited States or the United Kingdom. For the purposes of this Bye-law only, “Director” shall notinclude an Alternate Director.20. Contracts and disclosure of Directors’ interests     (1) Any Director, or any Director’s firm, partner or any company with whom any Director isassociated, may act in a professional capacity for the Company and such Director or such Director’sfirm, partner or such company shall be entitled to remuneration for professional services as ifsuch Director were not a Director, provided that nothing herein contained shall
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authorise a Director or Director’s firm, partner or such company to act as Auditor of theCompany.     (2) A Director who is directly or indirectly interested in a contract or proposed contract orarrangement with the Company shall declare the nature of such interest as required by the Act.     (3) Following a declaration being made pursuant to this Bye-law, and unless disqualified bythe chairman of the relevant Board meeting, a Director may vote in respect of any contract orproposed contract or arrangement in which such Director is interested and may be counted in thequorum at such meeting.21. Remuneration of Directors     (1) The remuneration, (if any) of the Directors shall be determined by the Company in generalmeeting and shall be deemed to accrue from day to day. The Directors may also be paid all travel,hotel and other expenses properly incurred by them in attending and returning from meetings of theBoard, any committee appointed by the Board, general meetings of the Company, or in connection withthe business of the Company or their duties as Directors generally.     (2) A Director may hold any other office or place of profit under the Company (other than theoffice of Auditor) in conjunction with his office of Director for such period and on such terms asto remuneration and otherwise as the Directors may determine.22. Other interests of Directors     A Director may be or become a director or other officer of or otherwise interested in anycompany promoted by the Company or in which the Company may be interested as member or otherwise,and no such Director shall be accountable to the Company for any remuneration or other benefitsreceived by him as a director or officer of, or from his interest in, such other company.
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**COMMITTEES**23. Power to delegate to a committee     The Board may appoint one or more Board committees and may delegate any of its powers to anysuch committee. Without limiting the generality of the foregoing, such committees may include: (a) an Executive Committee, which shall have the power of the Boardbetween meetings of the Board;  (b) an Audit Committee, which shall, among other things, advise theBoard with respect to the Company’s financial reporting responsibilities andrelated matters; and  (c) a Compensation Committee, which shall, among other things,advise the Board with respect to compensation of Officers.     All Board committees shall conform to such directions as the Board shall impose on them,provided that each member shall have one (1) vote, and each committee shall have the right as itdeems appropriate to retain outside experts. Each committee may adopt rules for the conduct of itsaffairs, including rules governing the adoption of resolutions by unanimous written consent, andthe place, time, and notice of meetings, as such committee shall consider advisable and as shallnot be inconsistent with these Bye-laws or with any applicable resolution adopted by the Board.Each committee shall cause minutes to be made of all meetings of such committee and of theattendance thereat and shall cause such minutes and copies of resolutions adopted by unanimousconsent to be promptly inscribed or incorporated by the Secretary in the Company’s minute book.All Board committee meetings shall take place outside of the United States and the United Kingdom,and none of the members of a Board committee shall participate in a Board committee meeting fromwithin the United States or the United Kingdom. Subject to a resolution of the Board to thecontrary, each member of a Board Committee may appoint an alternate and such appointment shallbecome effective upon the Secretary receiving written notice of such appointment. Any person soappointed shall have all the rights and powers of the member or members of the Board Committee forwhom such person is appointed in the alternate, provided that such person shall not be counted morethan once in determining whether or not a quorum is present.
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**OFFICERS**24. Officers of the Company     The Officers of the Company shall consist of a Chief Executive Officer, a Chairman, a DeputyChairman, a Secretary and such additional Officers as the Board may from time to time determine allof whom shall be deemed to be Officers for the purposes of these Bye-laws.25. Appointment of Officers     (1) The Board shall, as soon as possible after each annual general meeting elect one of itsnumber to be Chairman of the Company and another of its number to be Deputy Chairman.     (2) The Secretary, the Chief Executive Officer and any additional Officers shall be appointedby the Board from time to time.26. Remuneration of Officers     The Officers shall receive such remuneration as the Board may from time to time determine.27. Duties of Officers     The Officers shall have such powers and perform such duties in the management, business andaffairs of the Company as may be delegated to them by the Board from time to time.28. Chairman of meetings     The Chairman shall act as chairman at all meetings of the Members and of the Board at whichsuch person is present. In his absence the Deputy Chairman, if present, shall act as chairman andin the absence of both of them a chairman shall be appointed or elected by those present at themeeting and entitled to vote.29. Register of Directors and Officers     (1) The Board shall cause to be kept in one or more books at its registered office a Registerof Directors and Officers and shall enter therein the following particulars with respect to
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each Director and the Chairman and the Deputy Chairman, provided each such person is aDirector, and the Chief Executive Officer and Secretary, that is to say: (a) first name and surname; and  (b) address.     (2) The Board shall, within the period of fourteen days from the occurrence of: (a) any change among its Directors and in the Chairman, DeputyChairman, Chief Executive Officer or Secretary; or  (b) any change in the particulars contained in the Register ofDirectors and Officers,cause to be entered on the Register of Directors and Officers the particulars of such change andthe date on which such change occurred.     (3) The Register of Directors and Officers shall be open to inspection at the office of theCompany on every Business Day, subject to such reasonable restrictions as the Board may impose, sothat not less than two hours in each Business Day be allowed for such inspection.**MINUTES**30. Obligations of Board to keep minutes     The Board shall cause minutes to be duly entered in books provided for the purpose: (a) of all elections and appointments of Officers;  (b) of the names of the Directors present at each meeting of theBoard and of any committee appointed by the Board; and  (c) of all resolutions and proceedings of general meetings of theMembers, meetings of the Board, meetings of managers and meetings of committeesappointed by the Board.**INDEMNITY**31. Indemnification of Directors and Officers of the Company (a) The Directors, Secretary and other Officers for the time beingof the Company and the liquidator or trustees (if any) for the time beingacting in relation to any of the affairs of the Company and every one of them,and
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   their heirs, executors and administrators, shall be indemnified and securedharmless 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 byor by reason of any act done, concurred in or omitted in or about theexecution of their duty, or supposed duty, or in their respective offices ortrusts, and none of them shall be answerable for the acts, receipts,neglects or defaults of the others of them or for joining in any receiptsfor the sake of conformity, or for the acts of or the solvency or honesty ofany bankers or other persons with whom any moneys or effects belonging tothe Company shall or may be lodged or deposited for safe custody, or forinsufficiency or deficiency of any security upon which any moneys of orbelonging to the Company shall be placed out on loan or invested, or for anyother loss, misfortune or damage which may happen in the execution of theirrespective offices or trusts, or in relation thereto, PROVIDED THAT thisindemnity shall not extend to any matter in respect of any fraud ordishonesty which may attach to any of said persons.  (b) Every Director and Officer of the company shall be indemnifiedout of the funds of the Company against all liabilities incurred by him as suchDirector or Officer of the Company in defending any proceedings, whether civilor criminal, in which judgement is given in his favour, or in which he isacquitted, or in connection with any application under the Companies Acts inwhich relief from liability is granted to him by the court. Such funds shall beadvanced to such Director or Officer on his incurring liability prior tojudgement provided that should he be found guilty of a criminal or otheroffence for which he cannot by law be indemnified he shall reimburse theCompany the funds advanced.32. Waiver of claim by Member     Each Member agrees to waive any claim or right of action such Member might have, whetherindividually or by or in the right of the Company, against any Director or Officer on account ofany action taken by such Director or Officer, or the failure of such Director or Officer to takeany action in the performance of his duties with or for the Company, PROVIDED THAT such waivershall not extend to any matter in respect of fraud or dishonesty which may attach to such Directoror Officer.
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**MEETINGS**33. Notice of annual general meeting     The annual general meeting of the Company shall be held in each year at such time and place asthe Chairman or any two Directors or any Director and the Secretary or the Board shall appoint. Atleast ten days’ written notice of such meeting shall be given to each Member stating the date,place and time at which the meeting is to be held, that the election of Directors will take placethereat, and as far as practicable, the other business to be conducted at the meeting.34. Notice of special general meeting     The Chairman or any two Directors or any Director and the Secretary or the Board may convene aspecial general meeting of the Company whenever in their judgement such a meeting is necessary,upon not less than five days’ written notice which shall state the time, place and the generalnature of the business to be considered at the meeting.35. Accidental omission of notice of general meeting     The accidental omission to give notice of a general meeting to, or the non-receipt of noticeof a general meeting by, any person entitled to receive notice shall not invalidate the proceedingsat that meeting.36. Meeting called on requisition of Members     Notwithstanding anything herein, the Board shall, on the requisition of Members holding at thedate of the deposit of the requisition not less than one-tenth of such of the paid-up share capitalof the Company as at the date of the deposit carries the right to vote at general meetings of theCompany, forthwith proceed to convene a special general meeting of the Company and the provisionsof section 74 of the Act shall apply. The Board shall convene any such special general meeting ona date that is within 70 days of the date the requisition is delivered to the Company’s head officeto the attention of the Secretary of the Company.37. Short notice     A general meeting of the Company shall, notwithstanding that it is called by shorter noticethan that specified in these Bye-laws, be deemed to have been properly called if it is so
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agreed by (i) all the Members entitled to attend and vote thereat in the case of an annualgeneral meeting; and (ii) by a majority in number of the Members having the right to attend andvote at the meeting, being a majority together holding not less than 95% in nominal value of theshares giving a right to attend and vote thereat in the case of a special general meeting.38. Postponement of Meetings     The Board may postpone any general meeting called in accordance with the provisions of theseBye-laws (other than a meeting requisitioned under Bye-law 36) provided that notice of postponementis given to each Member before the time for such meeting. Fresh notice of the date, time and placefor the postponed meeting shall be given to each Member in accordance with the provisions of theseBye-laws.39. Quorum For General Meeting     At any general meeting of the Company two or more persons present in person and representingin person or by proxy in excess of 50% (on an Unadjusted Basis) of the total issued and outstandingCommon Shares throughout the meeting shall form a quorum for the transaction of business; provided,that if the Company shall at any time have only one Member, one Member present in person or byproxy shall constitute a quorum. If within half an hour from the time appointed for the meeting aquorum is not present, the meeting shall stand adjourned to the same day two (2) weeks later, atthe same time and place or to such other day, time or place as the Chairman (if there be one) orfailing him any Director in attendance may determine. Unless the meeting is adjourned to a specificdate and time, fresh notice of the date, time and place for the adjourned meeting shall be given toeach Member in accordance with the provisions of these Bye-laws.40. Adjournment of meetings     The chairman of a general meeting may, with the consent of the Members at any general meetingat which a quorum is present (and shall if so directed), adjourn the meeting. Unless the meeting isadjourned to a specific date and time, fresh notice of the date, time and place for the resumptionof the adjourned meeting shall be given to each Member in accordance with the provisions of theseBye-laws.
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41. Attendance at meetings     Members may participate in any general meeting by means of such telephone, electronic or othercommunication facilities as permit all persons participating in the meeting to communicate witheach other simultaneously and instantaneously, and participation in such a meeting shall constitutepresence in person at such meeting, PROVIDED, HOWEVER, that no member may participate in anygeneral meeting while that member (or, if any member is an entity, its representative) isphysically present in the United States or the United Kingdom.42. Written resolutions     (1) Subject to subparagraph (6), anything which may be done by resolution of the Company ingeneral meeting or by resolution of a meeting of any class of the Members of the Company, may,without a meeting and without any previous notice being required, be done by resolution in writingsigned by, or, in the case of a Member that is a corporation whether or not a company within themeaning of the Act, on behalf of, all the Members who at the date of the resolution would beentitled to attend the meeting and vote on the resolution.     (2) A resolution in writing may be signed by, or, in the case of a Member that is acorporation whether or not a company within the meaning of the Act, on behalf of, all the Members,or any class thereof, in as many counterparts as may be necessary.     (3) For the purposes of this Bye-law, the date of the resolution is the date when theresolution is signed by, or, in the case of a Member that is a corporation whether or not a companywithin the meaning of the Act, on behalf of, the last Member to sign and any reference in anyBye-law to the date of passing of a resolution is, in relation to a resolution made in accordancewith this Bye-law, a reference to such date.     (4) A resolution in writing made in accordance with this Bye-law is as valid as if it had beenpassed by the Company in general meeting or by a meeting of the relevant class of Members, as thecase may be, and any reference in any Bye-law to a meeting at which a resolution is passed or toMembers voting in favour of a resolution shall be construed accordingly.
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     (5) A resolution in writing made in accordance with this Bye-law shall constitute minutes forthe purposes of sections 81 and 82 of the Act.     (6) This Bye-law shall not apply to: (a) a resolution passed pursuant to section 89(5) of the Act; or  (b) a resolution passed for the purpose of removing a Directorbefore the expiration of his term of office under these Bye-laws.43. Attendance of Directors     The Directors of the Company shall be entitled to receive notice of and to attend and be heardat any general meeting.44. Voting at meetings     Subject to the provisions of the Act and these Bye-laws, any question proposed for theconsideration of the Members at any general meeting shall be decided by the affirmative votes of amajority of the votes cast in accordance with the provisions of these Bye-laws and in the case ofan equality of votes the resolution shall fail.45. Voting on show of hands     At any general meeting a resolution put to the vote of the meeting shall, in the firstinstance, be voted upon by a show of hands and, subject to any rights or restrictions for the timebeing 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 beentitled to one vote and shall cast such vote by raising his or her hand.46. Decision of chairman     At any general meeting a declaration by the chairman of the meeting that a question proposedfor consideration has, on a show of hands, been carried, or carried unanimously, or by a particularmajority, or lost, or an entry to that effect in a book containing the minutes of the proceedingsof the Company shall, subject to the provisions of these Bye-laws, be conclusive evidence of thatfact.
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47. Demand for a poll     (1) Notwithstanding the provisions of the immediately preceding two Bye-laws, at any generalmeeting of the Company, in respect of any question proposed for the consideration of the Members(whether before or on the declaration of the result of a show of hands as provided for in theseBye-laws), a poll may be demanded by any of the following persons: (a) the chairman of such meeting; or  (b) at least two Members present in person or represented by proxy;or  (c) any Member or Members present in person or represented by proxyand holding between them not less than one-tenth of the total voting rights ofall the Members having the right to vote at such meeting; or  (d) any Member or Members present in person or represented by proxyholding Common Shares on which an aggregate sum has been paid up equal to notless than one-tenth of the total sum paid up on all Common Shares.     (2) Where, in accordance with the provisions of paragraph (1) of this Bye-law, a poll isdemanded, subject to any rights or restrictions for the time being lawfully attached to any classof shares, including any limitation on the voting power of any Controlled Shares pursuant toBye-law 52, every Person present at such meeting shall have one vote for each share of which suchPerson is the holder or for which such person holds a proxy and such vote shall be counted in themanner set out in paragraph (4) of this Bye-law or in the case of a general meeting at which one ormore Members are present by telephone in such manner as the chairman of the meeting may direct andthe result of such poll shall be deemed to be the resolution of the meeting at which the poll wasdemanded and shall replace any previous resolution upon the same matter which has been the subjectof a show of hands.     (3) A poll demanded in accordance with the provisions of paragraph (1) of this Bye-law, forthe purpose of electing a chairman or on a question of adjournment, shall be taken forthwith and apoll demanded on any other question shall be taken in such manner and at such time and place as thechairman may direct and any business other than that upon which a poll has been demanded may beproceeded with pending the taking of the poll.
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     (4) Where a vote is taken by poll each person present and entitled to vote shall be furnishedwith a ballot paper on which such person shall record his or her vote in such manner as shall bedetermined at the meeting having regard to the nature of the question on which the vote is taken,and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voterand the registered holder in the case of a proxy. At the conclusion of the poll the ballot papersshall be examined and counted by a committee of not less than two Members or proxy holdersappointed by the chairman for the purpose and the result of the poll shall be declared by thechairman.48. Seniority of joint holders voting     In the case of joint holders the vote of the senior who tenders a vote, whether in person orby proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for thispurpose seniority shall be determined by the order in which the names stand in the Register ofMembers.49. Instrument of proxy     The instrument appointing a proxy shall be in writing in the form, or as near thereto ascircumstances admit, of Form “A” in the Schedule hereto, under the hand of the appointor or of hisattorney duly authorised in writing, or if the appointor is a corporation, either under its seal,or under the hand of a duly authorised officer or attorney. The decision of the chairman of anygeneral meeting as to the validity of any instrument of proxy shall be final.50. Representation of corporations at meetings     A corporation which is a Member may by written instrument authorise such person as it thinksfit to act as its representative at any meeting of the Members and the person so authorised shallbe entitled to exercise the same powers on behalf of the corporation which such person representsas that corporation could exercise if it were an individual Member. Notwithstanding the foregoing,the chairman of the meeting may accept such assurances as he or she thinks fit as to the right ofany person to attend and vote at general meetings on behalf of a corporation which is a Member.
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**SHARE CAPITAL AND SHARES**51. Rights of shares     (1) The share capital of the Company shall initially be divided into (i) 200,000,000 CommonShares and (ii) 25,000,000 Preferred Shares.     (2) The holders of Common Shares shall, subject to the provisions of these Bye-laws: (a) be entitled to one vote per Common Share or, in the case ofControlled Shares, if applicable, a fraction of a vote per Controlled Share asdetermined pursuant to Bye-law 52;  (b) be entitled to such dividends as the Board may from time totime declare;  (c) in the event of a liquidation, winding-up or dissolution of theCompany, whether voluntary or involuntary or for the purpose of areorganisation or otherwise or upon any distribution of capital, be entitled toshare equally and ratably in the assets of the Company, if any, remaining afterthe payment of all debts and liabilities of the Company and the liquidationpreference of any outstanding Preferred Shares; and  (d) generally be entitled to enjoy all of the rights attaching to shares.     (3) The Board is authorised, subject to limitations prescribed by law, to issue the PreferredShares in series, to establish from time to time the number of Preferred Shares to be included ineach such series, and to fix the designation, powers, preferences and rights to the PreferredShares of each such series and the qualifications, limitations or restrictions thereof. The termsof any series of Preferred Shares shall be set forth in a Certificate of Designation in the minutesof the Board.     The authority of the Board with respect to each series of Preferred Shares shall include, butnot be limited to, determination of the following: (a) the number of Preferred Shares constituting that series and thedistinctive designation of that series;  (b) the rate of dividend, and whether (and if so, on what terms andconditions) dividends shall be cumulative (and if so, whether unpaid dividendsshall compound or accrue interest) or shall be payable in preference or in anyother relation to the dividends payable on any other class or classes of sharesor any other series of the Preferred Shares;
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 (c) whether that series shall have voting rights in addition to thevoting rights provided by law and, if so, the terms and extent of such votingrights;  (d) whether the Preferred Shares may be redeemed and, if so, theterms and conditions on which they may be redeemed (including, withoutlimitation, the dates upon or after which they may be redeemed and the price orprices at which they may be redeemed, which price or prices may be different indifferent circumstances or at different redemption dates);  (e) whether the Preferred Shares shall be issued with the privilegeof conversion or exchange and, if so, the terms and conditions of suchconversion or exchange (including, without limitation the price or prices orthe rate or rates of conversion or exchange or any terms for adjustmentthereof);  (f) the amounts, if any, payable upon the Preferred Shares in theevent of voluntary liquidation, dissolution or winding up of the Company inpreference of shares of any other class or series and whether the PreferredShares shall be entitled to participate generally in distributions on theCommon Shares under such circumstances;  (g) the amounts, if any, payable upon the Preferred Shares in theevent of involuntary liquidation, dissolution or winding up of the Company inpreference to shares of any other class or series and whether the PreferredShares shall be entitled to participate generally in distributions on theCommon Shares under such circumstances;  (h) sinking fund provisions, if any, for the redemption or purchaseof the Preferred Shares (the term “sinking fund” being understood to includeany similar fund, however designated); and  (i) any other relative rights, preferences, limitations and powersof that series.52. Limitation on voting rights of Controlled Shares     (1) Subject to any rights or restrictions for the time being attached to any class or classesof shares, on a poll at a general meeting every Member of record present in person or by proxyshall have one vote for each Common Share registered in his name in the register; PROVIDED,HOWEVER, that, subject to the following provisions of this Bye-law 52, if and for so long as thenumber of issued Controlled Shares of any Person would constitute ten percent (10%) or more of thetotal combined voting rights attaching to the issued Common Shares of the Company (calculated aftergiving effect to any prior reduction in voting rights attaching to Common Shares of other Personsas provided in this Bye-law 52), each such issued ControlledShare, regardless of the identity of the registered holder thereof, shall confer only afraction of a vote as determined by the following formula (the “Formula”):
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(T  —  C) ÷ (9.1 x C)  Where: “T” is the aggregate number of votes conferred by all the issued Common Sharesimmediately prior to that application of the Formula with respect to such issuedControlled Shares, adjusted to take into account each reduction in such aggregatenumber of votes that results from a prior reduction in the exercisable votes conferredby any issued Controlled Shares pursuant to Bye-law 52(4) as at the same date; and“C” is the number of issued Controlled Shares attributable to such Person.     (2) The Directors may, by notice in writing, require any Member to provide, within not lessthan ten (10) Business Days, complete and accurate information to the registered office or suchother place as the Directors may designate in respect of any or all of the following matters: (a) the number of Common Shares in which such Member is legally orbeneficially interested;  (b) the Persons who are beneficially interested in Common Shares inrespect of which such Member is the registered holder;  (c) the relationship, association or affiliation of such Memberwith any other Member or Person whether by means of common control or ownershipor otherwise; or  (d) any other facts or matters which the Directors may considerrelevant to the determination of the number of Controlled Shares attributableto any Person.     (3) If any Member does not respond to any notice given pursuant to Bye-law 52(2) above withinthe time specified therein or the Directors shall have reason to believe that any informationprovided in relation thereto is incomplete or inaccurate, the Directors may determine that thevotes attaching to any Common Shares registered in the name of such Member shall be disregarded forall purposes until such time as a response (or additional response) to such notice reasonablysatisfactory to the Directors has been received as specified therein.     (4) The Formula shall be applied successively as many times as may be necessary to ensure thatno Person shall be a 10% Shareholder at any time. For the purposes of determining
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the votesexercisable by Members as at any date, the Formula shall be applied to the shares of each Member indeclining order based on the respective numbers of total Controlled Shares attributable to eachMember. Thus, the Formula will be applied first to the votes of shares held by the Member to whomthe largest number of total Controlled Shares is attributable and thereafter sequentially withrespect to the Member with the next largest number of total Controlled Shares. In each case,calculations are made on the basis of the aggregate number of votes conferred by the issued CommonShares as of such date, as reduced by the application of the Formula to any issued Common Shares ofany Member with a larger number of total Controlled Shares as of such date.     (5) Notwithstanding the provisions of paragraphs (1) and (2) of this Bye-law 52 above, havingapplied the provisions thereof as best as they consider reasonably practicable, the Directors maymake such final adjustments to the aggregate number of votes attaching to the Common Shares of anyMember that they consider fair and reasonable in all the circumstances to ensure that no Personshall be a 10% Shareholder at any time.53. Power to issue shares     (1) Subject to the provisions of these Bye-laws and to any rights attaching to issued sharesof the Company, the unissued shares of the Company (whether forming part of the original sharecapital or any increased share capital) shall be at the disposal of the Board, which may issue,offer, allot, exchange or otherwise dispose of shares or options, warrants or other rights topurchase shares or securities convertible into or exchangeable for shares (including any employeebenefit plan providing for the issuance of shares or options or rights in respect thereof), at suchtimes, for such consideration and on such terms and conditions as it may determine (including,without limitation, such preferred or other special rights or restrictions with respect todividend, voting, liquidation or other rights of the shares as may be determined by the Board).     (2) Notwithstanding the foregoing provisions of this Bye-law, the Company shall not issue anyshares in a manner that the Board believes would cause, by reason of such issuance, (i) any Personother than a St. Paul Person or a RenRe Person to become or continue to be a 10%
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Shareholder(provided, however, this clause shall not apply to any issuance of shares pursuant to the PurchaseContract Agreement) or (ii) a St. Paul Person or RenRe Person to become or continue to be a UnitedStates 25% Shareholder, in the case of each of (i) and (ii) on an Unadjusted Basis.     Notwithstanding the foregoing provisions of this Bye-law, the restrictions of this Bye-law53(2) shall not apply to any issuance of shares to a person acting as an underwriter in theordinary course of its business, purchasing such shares pursuant to a purchase agreement to whichthe Company is a party, for resale.     (3) The Board shall, in connection with the issue of any share, have the power to pay suchcommission and brokerage as may be permitted by law.     (4) The Company shall not give, whether directly or indirectly, whether by means of loan,guarantee, provision of security or otherwise, any financial assistance for the purpose of or inconnection with a purchase or subscription made or to be made by any person of or for any shares inthe Company, but nothing in this Bye-law shall prohibit transactions permitted pursuant to Sections39A, 39B, and 39C of the Act.54. Variation of rights and alteration of share capital     (1) While the share capital is divided into different classes of shares, the rights attachedto 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 holdersof three-fourths of the issued shares of that class or with the sanction of a resolution passed bya majority of the votes cast at a separate general meeting of the holders of the shares of thatclass in accordance with Section 47(7) of the Act. The rights conferred upon the holders of theshares of any class issued with preferred or other rights shall not, unless otherwise expresslyprovided by the terms of issue of the shares of that class, be deemed to be varied by the creationor issue of further shares ranking pari passu therewith.     (2) The Company may from time to time by resolution of the Members change the currencydenomination of, increase, alter or reduce its share capital in accordance with the
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provisions ofSections 45 and 46 of the Act. Where, on any alteration of share capital, fractions of shares orsome other difficulty would arise, the Board may deal with or resolve the same in such manner as itthinks fit including, without limiting the generality of the foregoing, the issue to Members, asappropriate, of fractions of shares and/or arranging for the sale or transfer of the fractions ofshares of Members.55. Registered holder of shares     (1) The Company shall be entitled to treat the registered holder of any share as the absoluteowner thereof and accordingly shall not be bound to recognise any equitable or other claim to, orinterest in, such share on the part of any other person.     (2) Any dividend, interest or other moneys payable in cash in respect of shares may be paid bycheque or draft sent through the post directed to the Member at such Member’s address in theRegister of Members or, in the case of joint holders, to such address of the holder first named inthe Register of Members, or to such person and to such address as the holder or joint holders mayin writing direct. If two or more persons are registered as joint holders of any shares any one cangive an effectual receipt for any dividend paid in respect of such shares.56. Death of a joint holder     Where two or more persons are registered as joint holders of a share or shares then in theevent of the death of any joint holder or holders the remaining joint holder or holders shall beabsolutely entitled to the said share or shares and the Company shall recognise no claim in respectof the estate of any joint holder except in the case of the last survivor of such joint holders.57. Share certificates     (1) Every Member shall be entitled to a certificate under the seal of the Company (or afacsimile thereof) specifying the number and, where appropriate, the class of shares held by suchMember and whether the same are fully paid up and, if not, how much has been paidthereon. The Board may by resolution determine, either generally or in a particular case, thatany or all signatures on certificates may be printed thereon or affixed by mechanical means.
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     (2) The Company shall be under no obligation to complete and deliver a share certificateunless specifically called upon to do so by the person to whom such shares have been allotted.     (3) If any such certificate shall be proved to the satisfaction of the Board to have been wornout, lost, mislaid or destroyed the Board may cause a new certificate to be issued and request anindemnity for the lost certificate if they see fit.58. Calls on shares     The Board may from time to time make such calls as it thinks fit upon the Members in respectof any monies unpaid on the shares allotted to or held by such Members.**REGISTER OF MEMBERS**59. Contents of Register of Members     The Board shall cause to be kept in one or more books a Register of Members and shall entertherein the following particulars: (a) the name and address of each Member, the number and, whereappropriate, the class of shares held by such Member and the amount paid oragreed to be considered as paid on such shares;  (b) the date on which each person was entered in the Register ofMembers;  (c) the date on which any person ceased to be a Member for one yearafter such person so ceased; and  (d) the country where such Member is resident.60. Inspection of Register of Members     The Register of Members shall be open to inspection at the registered office of the Company onevery Business Day, subject to such reasonable restrictions as the Board may impose, so that notless than two hours in each business day be allowed for inspection. The Register of Members may,after notice has been given by advertisement in an appointednewspaper to that effect, be closed for any time or times not exceeding in the whole thirtydays in each year.
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61. Determination of record dates     Notwithstanding any other provision of these Bye-laws, the Board may fix any date as therecord date for: (a) determining the Members entitled to receive any dividend; and  (b) determining the Members entitled to receive notice of and tovote at any general meeting of the Company.**TRANSFER OF SHARES**62. Instrument of transfer     (1) An instrument of transfer shall be in the form or as near thereto as circumstances admitof Form “C” in the Schedule hereto or in such other common form as the Board may accept. Suchinstrument of transfer shall be signed by or on behalf of the transferor and transferee providedthat, in the case of a fully paid share, the Board may accept the instrument signed by or on behalfof the transferor alone. The transferor shall be deemed to remain the holder of such share untilthe same has been transferred to the transferee in the Register of Members.     (2) The Board may refuse to recognise any instrument of transfer unless it is accompanied bythe certificate in respect of the shares to which it relates and by such other evidence as theBoard may reasonably require to show the right of the transferor to make the transfer.63. Restrictions on transfer     (1) Subject to the Act, this Bye-law 63 and such other of the restrictions contained in theseBye-laws and elsewhere as may be applicable, and except, in the case of any shares other than theCommon Shares, as may otherwise be provided by the terms of issuance thereof, any Member may sell,assign, transfer or otherwise dispose of shares of the Company at the time owned by it and, uponreceipt of a duly executed form of transfer in writing, the Directors shallprocure the timely registration of the same. If the Directors refuse to register a transferfor any reason they shall notify the proposed transferor and transferee within thirty days of suchrefusal.
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     (2) The Directors shall decline to register a transfer of shares if the Directors have reasonto believe that the effect of such transfer would be (i) that any Person other than a St. PaulPerson or a RenRe Person would become or continue to be a 10% Shareholder (provided, however, thisclause shall not apply to any issuance of shares pursuant to the Purchase Contract Agreement) or(ii) that a St. Paul Person or a RenRe Person would become or continue to be a United States 25%Shareholder, in the case of each of (i) and (ii) on an Unadjusted Basis.     (3) The Directors may, in their absolute and unfettered discretion, decline to register thetransfer of any shares if the Directors have reason to believe (i) that such transfer may exposethe Company, any subsidiary thereof, any Member or any Person ceding insurance to the Company orany such subsidiary to adverse tax or regulatory treatment in any jurisdiction or (ii) thatregistration of such transfer under the Securities Act or under any blue sky or other U.S. statesecurities laws or under the laws of any other jurisdiction is required and such registration hasnot been duly effected (PROVIDED, HOWEVER, that in this case (ii) the Directors shall be entitledto request and rely on an opinion of counsel to the transferor or the transferee, in form andsubstance satisfactory to the Directors, that no such approval or consent is required and no suchviolation would occur, and the Directors shall not be obligated to register any transfer absent thereceipt of such an opinion).     (4) Without limiting the foregoing, the Board shall decline to approve or register a transferof shares unless all applicable consents, authorisations, permissions or approvals of anygovernmental body or agency in Bermuda, the United States or any other applicable jurisdictionrequired to be obtained prior to such transfer shall have been obtained.     (5) The registration of transfers may be suspended at such time and for such periods as theDirectors may from time to time determine; PROVIDED THAT such registration shall not be suspendedfor more than forty-five days in any period of three hundred and sixty five (365) consecutive days.     (6) The Directors may require any Member, or any Person proposing to acquire shares of theCompany, to certify or otherwise provide information in writing as to such matters as the Directorsmay request for the purpose of giving effect to Bye-laws 10(2), 53(2), 63(2) and
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63(3), includingas to such Person’s status as a U.S. Person, its Controlled Shares and other matters of the kindcontemplated by Bye-law 52(2). Such request shall be made by written notice and the certificationor other information requested shall be provided to such place and within such period (not lessthan ten (10) Business Days after such notice is given unless the Directors and such Member orproposed acquiror otherwise agree) as the Directors may designate in such request. If any Member orproposed acquiror does not respond to any such request by the Directors as requested, or if theDirectors have reason to believe that any certification or other information provided pursuant toany such request is inaccurate or incomplete, the Directors may decline to register any transfer orto effect any issuance or purchase of shares to which such request relates.     (7) The restrictions on transfer authorized by this Bye-law 63 shall not be imposed in anycircumstance in a way that would interfere with the settlement of trades or transactions in theCommon Shares entered into through the facilities of the New York Stock Exchange, Inc.; PROVIDED,HOWEVER, that the Company may decline to register transfers in accordance with these Bye-laws orresolutions of the Board after a settlement has taken place.64. Transfers by joint holders     The joint holders of any share or shares may transfer such share or shares to one or more ofsuch joint holders, and the surviving holder or holders of any share or shares previously held bythem jointly with a deceased Member may transfer any such share or shares to the executors oradministrators of such deceased Member.65. Lien on Shares     (1) The Company shall have a first and paramount lien and charge on all shares (whether fullypaid-up or not) registered in the name of a Member (whether solely or jointly with others) for alldebts, liabilities or engagements to or with the Company (whether presently payable or not) by suchMember 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 orin part exempt from the provisions of this Bye-law. The registration of a transfer of any suchshare
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shall operate as a waiver of the Company’s lien (if any) thereon. The Company’s lien (if any)on a share shall extend to all dividends or other monies payable in respect thereof.     (2) The Company may sell, in such manner as the Directors think fit, any shares on which theCompany has a lien, but no sale shall be made unless a sum in respect of which the lien exists isthen presently payable, nor until the expiration of fourteen days after a notice in writing statingand demanding payment of such part of the amount in respect of which the lien exists as ispresently payable, has been given to the relevant Member, or the Person, of which the Company hasnotice, entitled thereto by reason of such Member’s death or bankruptcy. Effective upon such sale,any certificate representing such shares prior to such sale shall become null and void, whether ornot it was actually delivered to the Company.     (3) To give effect to any such sale the Directors may authorise some Person to transfer theshares sold to the purchaser thereof. The purchaser shall be registered as the holder of the sharescomprised in any such transfer, and he shall not be bound to see to the application of the purchasemoney, nor shall his title to the shares be affected by any irregularity or invalidity in theproceedings in reference to the sale.     (4) The proceeds of such sale shall be received by the Company and applied in payment of suchpart of the amount in respect of which the lien exists as is presently payable and the residue, ifany, shall (subject to a like lien for sums not presently payable as existed upon the shares beforethe sale) be paid to the Person entitled to the shares at the date of the sale.**TRANSMISSION OF SHARES**66. Registration on bankruptcy     Any Person becoming entitled to a share in consequence of the bankruptcy of any Member may beregistered as a Member upon such evidence as the Board may deem sufficient or may elect to nominatesome Person to be registered as a transferee of such share, and in such case the Person becomingentitled shall execute in favour of such nominee an instrument of transfer in the form, or as nearthereto as circumstances admit, of Form “C” in the Schedulehereto. On the presentation thereof to the Board, accompanied by such evidence as the Boardmay require to prove the title of the transferor, the transferee shall be registered as a Memberbut
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the Board shall, in either case, have the same right to decline or suspend registration as itwould have had in the case of a transfer of the share by that Member before such Member’sbankruptcy.**DIVIDENDS AND OTHER DISTRIBUTIONS**67. Declaration of dividends by the Board     Subject to any rights or restrictions at the time lawfully attached to any class of shares andsubject to these Bye-laws, the Board may, in accordance with Section 54 of the Act, declare adividend to be paid to the Members, in proportion to the number of shares held by them, and suchdividend may be paid in cash or wholly or partly in specie in which case the Board may fix thevalue for distribution in specie of any assets.68. Other distributions     The Board may declare and make such other distributions (in cash or in specie) to the Membersas may be lawfully made out of the assets of the Company.69. Reserve fund     The Board may from time to time before declaring a dividend set aside, out of the surplus orprofits of the Company, such sum as it thinks proper as a reserve fund to be used to meetcontingencies or for equalising dividends or for any other special purpose.70. Deduction of amounts due to the Company     The Board may deduct from the dividends or distributions payable to any Member all monies duefrom such Member to the Company on account of calls or otherwise.71. Unclaimed dividends     Any dividend unclaimed for a period of six (6) years from the date of declaration of suchdividend shall be forfeited and shall revert to the Company and the payment by the Board of anyunclaimed dividend, interest or other sum payable on or in respect of the shares into a separateaccount shall not constitute the Company a trustee in respect thereof.
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72. Interest on dividend     No dividend or distribution shall bear interest against the Company.73. Issue of bonus shares     Subject to Bye-law 53(2), the Board may resolve to capitalise any part of the amount for thetime being standing to the credit of any of the Company’s share premium or other reserve accountsor to the credit of the profit and loss account or otherwise available for distribution by applyingsuch sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to theMembers.**ACCOUNTS AND FINANCIAL STATEMENTS**74. Records of account     The Board shall cause to be kept proper records of account with respect to all transactions ofthe Company and in particular with respect to: (a) all **s**ums of money received and expended by the Company and thematters in respect of which the receipt and expenditure relate;  (b) all sales and purchases of goods by the Company; and  (c) the assets and liabilities of the Company.     Such records of account shall be kept at the registered office of the Company or, subject toSection 83(2) of the Act, at such other place as the Board thinks fit and shall be available forinspection by the Directors during normal business hours.75. Financial year end     The financial year end of the Company may be determined by resolution of the Board and failingsuch resolution shall be 31st December in each year.76. Financial statements     Subject to any rights to waive laying of accounts pursuant to Section 88 of the Act, financialstatements as required by the Act shall be laid before the Members in general meeting.
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**AUDIT**77. Appointment of Auditor     Subject to Section 88 of the Act, at the annual general meeting or at a subsequent specialgeneral meeting in each year, an independent representative of the Members shall be appointed bythem as Auditor of the accounts of the Company. Such Auditor may be a Member but no Director,Officer or employee of the Company shall, during his or her continuance in office, be eligible toact as an Auditor of the Company.78. Remuneration of Auditor     The remuneration of the Auditor shall be fixed by the Director.79. Vacation of office of Auditor     If the office of Auditor becomes vacant by the resignation or death of the Auditor, or by theAuditor becoming incapable of acting by reason of illness or other disability at a time when theAuditor’s services are required, the Board shall, as soon as practicable, convene a special generalmeeting to fill the vacancy thereby created.80. Access to books of the Company     The Auditor shall at all reasonable times have access to all books kept by the Company and toall accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officersof the Company for any information in their possession relating to the books or affairs of theCompany.81. Report of the Auditor     (1) Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant toSection 88 of the Act, the accounts of the Company shall be audited at least once in every year.     (2) The financial statements provided for by these Bye-laws shall be audited by the Auditor inaccordance with generally accepted auditing standards. The Auditor shall make a
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written report thereon in accordance with generally accepted auditing standards and the reportof the Auditor shall be submitted to the Members in general meeting.     (3) The generally accepted auditing standards referred to in paragraph (2) of this Bye-lawshall be those of the United States of America and the financial statements and the report of theAuditor shall disclose this fact.**NOTICES**82. Notices to Members of the Company     A notice may be given by the Company to any member either by delivering it to such Member inperson or by sending it to such Member’s address in the Register of Members or to such otheraddress given in writing for the purpose. For the purposes of this Bye-law, a notice may be sent bymail, courier service, cable, telex, telecopier, facsimile or other mode of representing words in alegible and non-transitory form.83. Notices to joint Members     Any notice required to be given to a Member shall, with respect to any shares held jointly bytwo or more persons, be given to whichever of such persons is named first in the Register ofMembers and notice so given shall be sufficient notice to all the holders of such shares.84. Service and delivery of notice     Any notice shall be deemed to have been served at the time when the same would be delivered inthe ordinary course of transmission and, in proving such service, it shall be sufficient to provethat the notice was properly addressed and prepaid, if posted, and the time when it was posted,delivered to the courier or to the cable company or transmitted by telex, facsimile or other methodas the case may be.**SEAL OF THE COMPANY**85. The Seal     The seal of the Company shall be in such form as the Board may from time to time determine.The Board may adopt one or more duplicate seals for use outside Bermuda.
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86. Manner in which seal is to be affixed     The seal of the Company shall not be affixed to any instrument except attested by thesignature of a Director and the Secretary or any two Directors, or some other person appointed bythe Board for the purpose, provided that any Director, or Officer, may affix the seal of theCompany attested by such Director or Officer’s signature only to any authenticated copies of theseBye-laws, the incorporating documents of the Company, the minutes of any meetings or any otherdocuments required to be authenticated by such Director or Officer.87. Determination to wind up Company     The Company may be wound up voluntarily by resolution of the Members.**WINDING-UP**88. Winding-up/distribution by liquidator     If the Company shall be wound up the liquidator may, with the sanction of a resolution of theMembers, divide amongst the Members in specie or in kind the whole or any part of the assets of theCompany (whether they shall consist of property of the same kind or not) and may, for such purpose,set such value as he or she deems fair upon any property to be divided as aforesaid and maydetermine how such division shall be carried out as between the Members or different classes ofMembers. The liquidator may, with the like sanction, vest the whole or any part of such assets intrustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but sothat no Member shall be compelled to accept any shares or other securities or assets whereon thereis any liability.**ALTERATION OF BYE-LAWS**89. Alteration of Bye-laws     No Bye-law shall be rescinded, altered or amended and no new Bye-law shall be made until thesame has been approved by a resolution of the Board and by a resolution of the Members.*********
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SCHEDULE — FORM A (Bye-law 49) PROXYI/Weofthe holder(s) of      share(s) in the above-named company hereby appoint                                                             or failing him/her                                                             or failing him/her                                                             as my/our proxy to vote on my/our behalf at thegeneral meeting of the Company to be held on the      day of      , 20      , and atany adjournment thereof.Dated this      day of      , 20*GIVEN under the seal of the Company