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                                                                     EXHIBIT 3.2



                    THE COMPANIES LAW (2001 SECOND REVISION)

                            COMPANY LIMITED BY SHARES

                  AMENDED AND RESTATED ARTICLES OF ASSOCIATION

                                       OF

                            GLOBALSANTAFE CORPORATION
                      (Adopted by Special Resolution of the
                    Shareholders effective November 20, 2001)

                               I. INTERPRETATION

1.1      The Regulations or Articles contained or incorporated in Table "A" in
         the First Schedule to the Statute shall not apply to this Company and
         the following Articles shall comprise the Articles of Association of
         the Company. Unless there be something in the subject or context
         inconsistent therewith,

                  "Articles" means these Amended and Restated Articles of
         Association as originally framed or as from time to time amended.

                  "Board of Directors" or "Board" means the Board of Directors
         of the Company, comprised of Directors holding office from time to
         time.

                  "Company" means GlobalSantaFe Corporation.

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

                  "dividend" includes share dividend.

                  "Effective Time" shall mean the effective time of the merger
         contemplated by the Agreement and Plan of Merger among Santa Fe
         International Corporation, Silver Sub, Inc., Gold Merger Sub, Inc. and
         Global Marine Inc. dated as of August 31, 2001.

                  "holder" in relation to any shares means the Shareholder whose
         name is entered in the Register as the holder of such shares.

                  "Independent Director" means a Director who is not a current
         or former, (i) director, officer, employee or affiliate of any member
         of the KPC Affiliated Group or (ii) officer or employee of the Company
         or any of its subsidiaries.

                  "Memorandum" means the Amended and Restated Memorandum of
         Association of the Company, as the same may be amended from time to
         time.

                  "Merger Agreement" means the Agreement and Plan of Merger
         among Santa Fe


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         International Corporation, Silver Sub, Inc., Gold Merger Sub, Inc. and
         Global Marine Inc., dated as of August 31, 2001.

                  "Month" means calendar month.

                  "Ordinary Resolution" means a resolution passed by a simple
         majority of the votes cast by Shareholders being entitled to vote and
         present in person or by proxy at a general meeting.

                  "Ordinary Shares" has the meaning ascribed to it in Article
         III.

                  "Outstanding Voting Stock" means the shares of Voting Stock
         issued and outstanding from time to time, and shall not include shares
         of Voting Stock held by the Company or any subsidiary of the Company.

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

                  "Register" means the Register of Shareholders of the Company
         as maintained in accordance with Section 40 of the Statute.

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

                  "seal" means the common seal of the Company and includes every
         official seal.

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

                  "shares" means any Ordinary Shares or other shares issued in
         the capital of the Company.

                  "share dividend" means a distribution of shares in lieu of
         payment of a dividend in cash.

                  "Shareholder" has the meaning ascribed to the term "member" in
         Section 38 of the Statute.

                  "Special Resolution" has the same meaning as in the Statute.

                  "Specified Period" means the period of time commencing at the
         Effective Time and terminating upon the later of the date on which the
         members of the KPC Affiliated Group shall cease to own, in the
         aggregate, at least ten percent (10%), (i) of the voting power of the
         Outstanding Voting Stock or (ii) of all the outstanding Ordinary
         Shares.

                  "Statute" means the Companies Law (2001 Second Revision) of
         the Cayman Islands as amended and every statutory modification or
         re-enactment thereof for the time being in force.

                  "Voting Stock" means all shares and other securities issued by
         the Company



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         having the ordinary power to vote in the election of directors of the
         Company, other than securities having such power only upon the
         occurrence of a default or any other extraordinary contingency.

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

         For the purposes of this Article I, the members of the KPC Affiliated
Group shall have the meaning set forth in Article XXXIII.

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

         Words importing the masculine gender shall also include the feminine
gender.

         Words importing persons shall also include corporations, partnerships,
trusts and other entities.

                           II. CERTIFICATES FOR SHARES

         2.1 Certificates representing shares of the Company shall be in such
form and may bear such legends (reflecting or referring to the terms of issue of
the shares thereby represented, or any of these Articles or other relevant
matters) as shall be determined by the Board of Directors. Such certificates
shall be under seal (which may be a facsimile), signed manually or by facsimile
by the Chairman of the Board, the Chief Executive Officer, the President or any
Vice President of the Company, countersigned manually or by facsimile by the
Secretary or another authorized person, registered in the Register and signed
manually by or on behalf of the transfer agent. In case any officer or officers
who have signed, or whose facsimile signature or signatures have been used on,
any such certificate or certificates shall cease to be such officer or officers
of the Company, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Company, such certificate
or certificates may nevertheless be validly issued and delivered as though the
person or persons who signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to be such officer
or officers of the Company. Certificates for shares shall be in such form as
shall be in conformity to law or as may be prescribed from time to time by the
Board of Directors. All certificates for shares shall be consecutively numbered
or otherwise identified and shall specify the shares to which they relate. The
name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue and whether fully paid, or
deemed fully paid or partly paid, shall be entered in the Register of the
Company. All certificates surrendered to the Company for transfer shall be
cancelled and no new certificate shall be issued until the former certificate
for a like number of shares has been surrendered and cancelled.

         2.2 The Company shall maintain, or cause to be maintained, a register
of its Shareholders and every person whose name is entered as a Shareholder in
the Register shall be entitled without payment to receive within two months
after allotment or lodgment of transfer (or within such other period as the
conditions of issue shall provide) one certificate for all his shares or several
certificates each for one or more of his shares provided that in respect of a
share or


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shares held jointly by several persons the Company shall not be bound to issue
more than one certificate and delivery of a certificate for a share to one of
the several joint holders shall be sufficient delivery to all such holders.

         2.3 Notwithstanding Section 2.1, if a share certificate be defaced,
lost or destroyed, it may be renewed on such terms (if any) as to evidence and
indemnity and the payment of the expenses incurred by the Company in
investigating evidence, as any Director or officer of the Company may prescribe.

                              III. ISSUE OF SHARES

         3.1 The authorized share capital of the Company shall be as set forth
in the Memorandum represented by (i) Ordinary Shares of the Company (the
"Ordinary Shares") , with the rights as set forth in Article IV, and (ii) such
other classes or series of shares with the respective rights to be determined
upon the creation thereof by action of the Board of Directors from time to time
in accordance with Article V.

                               IV. ORDINARY SHARES

         4.1 Subject to the provisions of the Articles, all unissued shares for
the time being in the capital of the Company shall be at the disposal of the
Board of Directors, and the Board of Directors may (subject as aforesaid) allot,
issue or grant any option, right, warrant or other security exercisable for,
convertible into, or exchangeable for, or otherwise dispose of, the shares to
such persons, on such terms and conditions and at such times as they deem
proper.

         4.2 Dividends, whether to be paid in cash or to be satisfied by
distributions of property other than cash, will be made or paid (as the case may
be) on an equal per share basis (in all material respects) to all holders of
Ordinary Shares as of the record date fixed for such dividend.

         4.3 No holder of Ordinary Shares or any other shares of the Company
(unless otherwise expressly agreed to by the Company) shall, by reason of such
holding, have any preemptive or preferential right to subscribe to or purchase
any shares of any class or series of any shares of the Company, now or hereafter
to be authorized, or any notes, debentures, bonds or other securities, whether
or not the issuance of any such shares, notes, debentures, bonds or other
securities would adversely affect the dividend, voting or any other rights of
such holder.

         4.4 Upon approval of the Board of Directors, such number of Ordinary
Shares, or other shares or securities of the Company, as may be required for
such purpose shall be reserved for issuance in connection with any option,
right, warrant or other security of the Company or any other person that is
exercisable for, convertible into, exchangeable for or otherwise issuable in
respect of such Ordinary Shares or other shares or securities of the Company.
Without limiting the generality of Section 4.1 or the foregoing, the Board of
Directors is expressly authorized and empowered to approve and enter into a
rights agreement between the Company and a rights agent pursuant to which rights
to purchase shares are granted to the holders of the Ordinary Shares on such
terms and for such purposes, including the influencing of takeovers, as

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the Board of Directors shall in its absolute discretion determine.

         4.5 Unless otherwise specified by the Board of Directors, any shares
which have been redeemed or repurchased by the Company shall have the status of
authorized but unissued shares and may be subsequently issued in accordance with
the Memorandum and the Articles.

         4.6 The Board of Directors shall have the fullest powers permitted by
law to pay all or any redemption or repurchase monies in respect of any shares
out of the profits and reserves of the Company, the Company's share capital and
share premium account.

                      V. OTHER CLASSES OR SERIES OF SHARES

         5.1 Subject to Article VI, the Board of Directors is authorized,
subject to any limitations prescribed by law, to provide from time to time for
the issuance of other classes or series of shares, and in accordance with
applicable procedures of the Statute, to establish the characteristics of each
class or series including, without limitation, the following:

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

                  (b) the voting powers, full or limited, if any, of the shares
of that class or series, including without limitation, the authority to confer
multiple votes per share, voting rights as to specified matters or issues such
as mergers, consolidations or sales of assets, or voting rights to be exercised
either together with holders of Ordinary Shares as a single class, or
independently as a separate class;

                  (c) the rights in respect of dividends, if any, on the shares
of that class or series; the rate at which such dividends shall be payable
and/or cumulate, which rate may be determined on factors external to the Company
and which dividends may be payable in cash, shares of capital or other
securities or property of the Company; whether dividends shall be cumulative
and, if so, from which date or dates; the relative rights or priority, if any,
of payment of dividends on shares of that class or series; and any limitation,
restrictions or conditions on the payment of dividends;

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

                  (e) any redemption, repurchase, retirement and sinking fund
rights, preferences and limitations of that class or series, the amount payable
on shares of that class or series in the event of such redemption, repurchase or
retirement, the terms and conditions of any sinking fund, the manner of creating
such fund or funds and whether any of the foregoing shall be cumulative or
non-cumulative;

                  (f) the terms, if any, upon which the shares of that class or
series shall be




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convertible into or exchangeable for shares of any other classes, or series, or
other securities, whether or not issued by the Company;

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

                  (h) any other preferences and relative, participating,
optional or other rights and limitations.

                        VI. VARIATION OF RIGHTS OF SHARES

         6.1. (a) If at any time the share capital of the Company is divided
into different classes or series of shares, the rights attached to any class or
series (unless otherwise provided by the terms of issue of the shares of that
class) may, whether or not the Company is being wound-up, be varied with the
consent in writing of the holders of all of the issued shares of that class or
series, or with the sanction of a Special Resolution passed at a general meeting
with the holders of the shares of that class or series voting separately as a
class.

                  (b) The provisions of the Articles relating to separate
general meetings shall apply to every such general meeting of the holders of one
class or series of shares.

                  (c) Class or series meetings and class or series votes may
only be called at the direction of the Board of Directors or upon the written
request of Shareholders holding an aggregate of at least 25% of the outstanding
shares of such class or series of shares of the Company (unless otherwise
expressly provided by the terms of issue of the shares of such class or series).

         6.2 The rights conferred upon the holders of the shares of any class or
series issued with preferred or other rights shall not, unless otherwise
expressly provided by the terms of issue of the shares of that class or series,
be deemed to be varied by the creation or issue of further shares ranking pari
passu therewith. The rights of the holders of Ordinary Shares shall not be
deemed to be varied by the granting of rights to purchase Ordinary Shares to the
holders of Ordinary Shares under any rights agreement that may be entered into
between the Company and a rights agent in accordance with the provisions of
these Articles or the issue of Ordinary Shares pursuant to those rights. The
entry into any such rights agreement, the granting of such rights and the issue
of Ordinary Shares pursuant to such rights may be effected by the Directors
without any consent or vote of the holders of the Ordinary Shares.

                       VII. REPURCHASE OF ORDINARY SHARES

         7.1 Subject to the provisions of the Statute and the Memorandum, the
Company may at any time and from time to time purchase the Company's issued
Ordinary Shares by (i) agreement between the Company and any one or more of its
Shareholders holding the Ordinary Shares to be purchased, (ii) tender offer to
all Shareholders or (iii) purchase on any exchange or market on which the
Ordinary Shares are traded, provided always that, in each case, unless approved
by Ordinary Resolution, the purchase price is no greater than the then existing
market price as determined by the Directors by reference to the closing prices
on the principal exchange

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or market for the Ordinary Shares for a period of not less than one and not more
than ten consecutive trading days ending not more than three trading days before
such determination. In the event of a purchase by the Company of its own
Ordinary Shares on any exchange or market on which the Ordinary Shares are
traded, the manner of the purchase shall be in accordance with the rules and
regulations of the relevant exchange or market.

                            VIII. TRANSFER OF SHARES

         8.1 Upon surrender to the Company or the transfer agent of the Company
of a certificate for shares duly endorsed or accompanied by proper evidence of
transfer, and otherwise meeting all legal requirements for transfer, it shall be
the duty of the Company to cause the issue of a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction in the
Register. Transfers of shares shall be made on the books of the Company only by
the registered holder thereof, or by such holder's attorney thereunto authorized
by power of attorney filed with the Secretary or the transfer agent. The Company
shall be entitled to recognize the exclusive right of a person registered in the
Register as the owner of shares to receive dividends, and to vote as such owner.

         8.2 The holder of any redeemable shares for which the Company has
issued a notice of redemption may not transfer such shares, whether or not the
Company has yet paid the redemption price to the Shareholder unless otherwise
provided (i) by the terms of such shares or (ii) by the Board of Directors in
connection with the redemption of such shares.

           IX. NON-RECOGNITION OF TRUSTS OR OTHER EQUITABLE OWNERSHIP

         9.1 The Company shall not be required to recognize any person as
holding any share upon any trust (except the trustee(s) thereof) and the Company
shall not be bound by or be compelled in any way to recognize (even when having
notice thereof) any equitable, contingent, future, or partial interest in any
share, or any interest in any fractional part of a share, or (except only as is
otherwise provided by the Articles or the Statute) any other rights in respect
of any share except an absolute right to the entirety thereof in the registered
holder.

                            X. TRANSMISSION OF SHARES

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

         10.2 (a) Any person becoming entitled to a share by reason of the death
or bankruptcy of a Shareholder (or in any way other than by transfer) may, upon
such evidence being produced as may from time to time be required by the Board
of Directors and subject as hereinafter provided, elect either to be registered
himself as holder of the share or to make such transfer of the share to such
other person nominated by him as the deceased or bankrupt person could have


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made and to have such person registered as the transferee thereof, but the Board
of Directors shall, in either case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the share by
that Shareholder before his death or bankruptcy as the case may be.

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

         10.3 A person becoming entitled to a share by reason of the death or
bankruptcy of the holder (or in any way other than by transfer) shall be
entitled to the same dividends and other advantages to which he would be
entitled if he were the registered holder of the share, except that he shall
not, before being registered as a Shareholder in respect of the share, be
entitled in respect of it to exercise any right conferred by share ownership in
relation to meetings of the Company; provided, however, that the Board of
Directors may at any time give notice requiring any such person to elect either
to be registered himself or to transfer the share and if the notice is not
complied with within ninety days the Board of Directors may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the
share until the requirements of the notice have been complied with.

            XI. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION,
                     CHANGE OF LOCATION OR REGISTERED OFFICE
                             & ALTERATION OF CAPITAL

      11.1 (a) Subject to and insofar as permitted by the provisions of the
Statute, the Company may from time to time by Special Resolution alter or amend
the Memorandum and Articles and may by Ordinary Resolution:

            (i) increase the share capital by such sum to be divided into shares
      of such amount or without nominal or par value as the resolution shall
      prescribe;

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

            (iii) by subdivision of its existing shares or any of them divide
      the whole or any part of its share capital into shares of smaller amount
      than is fixed by the Memorandum; and

            (iv) cancel any shares which at the date of the passing of the
      resolution have not been taken or agreed to be taken by any person.

            (b) All new shares created hereunder shall be subject to the same
provisions with reference to transfer, transmission, and otherwise as provided
in the Articles.

            (c) Subject to the provisions of the Statute, the Company may by
Special Resolution reduce its share capital or any capital redemption reserve
fund.


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

      11.3 Subject to the provisions of the Statute, the Company may by
resolution of the Board of Directors change the location of its registered
office.

           XII. CLOSING REGISTER OF SHAREHOLDERS OR FIXING RECORD DATE

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

         12.2 In lieu of or apart from closing the Register, the Board of
Directors may fix in advance a date as the record date for any such
determination of Shareholders entitled to notice of or to vote at a meeting of
the Shareholders, and for the purpose of determining the Shareholders entitled
to receive payment of any dividend, the Board of Directors may fix a subsequent
date no later than the date of payment as the record date for such dividend.

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

                              XIII. GENERAL MEETING

         13.1 (a) The Company shall in each year of its existence hold a general
meeting as its annual general meeting. The annual general meeting shall be held
at such time and place as the Board of Directors shall appoint.

                  (b) At each annual general meeting, the Directors to be
elected at that meeting shall be elected for the applicable term or until their
respective successors have been elected and have qualified.

         13.2 (a) Except as otherwise required by law, and subject to the terms
of any class or series of shares issued by the Company having a preference over
the Ordinary Shares as to dividends or upon liquidation or to elect directors in
specified circumstances, extraordinary


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general meetings of the Shareholders of the Company may be called only (i) by
the Board of Directors or (ii) upon the written request of Shareholders holding
at least 35% of the outstanding Ordinary Shares generally entitled to vote.

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

                         XIV. NOTICE OF GENERAL MEETINGS

         14.1 Written notice of each meeting of the Shareholders stating the
place, date and time of the meeting shall be given not less than fifteen nor
more than sixty days before the date of the meeting, to each Shareholder
entitled to vote at such meeting. The notice of any extraordinary meeting of
Shareholders shall state the purpose or purposes for which the meeting is
called. Business transacted at any extraordinary meeting shall be limited to the
purposes stated in the notice.

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

                       XV. PROCEEDINGS AT GENERAL MEETINGS

         15.1 No business shall be transacted at any general meeting unless a
quorum of Shareholders is present at the time when the meeting proceeds to
business. Subject to the proviso below, one or more Shareholders present in
person or by proxy holding at least a majority of the issued and outstanding
shares of the Company entitled to vote at such meeting shall constitute a
quorum; provided that the quorum for any meeting at which a Special Resolution
is to be considered and voted upon pursuant to Sections 18.8(c), 19.1(c), 33.8,
34.7 or 35.5 shall be one or more Shareholders present in person or by proxy
holding at least a majority of the issued and outstanding shares of the Company
entitled to vote at such meeting and, for so long as members of the KPC
Affiliated Group own, in the aggregate, at least four percent (4%), (i) of the
voting power of Outstanding Voting Stock, or (ii) of all the outstanding
Ordinary Shares, one of such Shareholders present is SFIC Holdings (a "Special
Quorum"). The Shareholders present at a duly constituted general meeting may
continue to transact business until adjournment, despite the withdrawal of
enough Shareholders to leave less than a quorum, or, as the case may be, Special
Quorum. If a meeting is adjourned for lack of quorum, or, as the case may be,
Special Quorum, it will stand adjourned to such other day at such other time and
place as the Board of Directors may determine and at which a quorum or, as the
case may be, Special Quorum is present in person or by proxy.

         15.2 (a) Subject to the terms of any class or series of shares issued
by the Company, if a Shareholder desires to nominate persons for election as
Directors at any general meeting duly called for the election of Directors,
written notice of such Shareholder's intent to make such a nomination must be
given and received by the Secretary of the Company at the principal


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executive offices of the Company not later than (i) with respect to an annual
general meeting of Shareholders, ninety days in advance of the anniversary date
of the immediately preceding annual general meeting and (ii) with respect to an
extraordinary general meeting, the close of business on the tenth day following
the date on which notice of such meeting is first sent or given to Shareholders.
Each such notice shall set forth (i) the name and address, as it appears in the
Register of the Company, of the Shareholder who intends to make the nomination
and of the person or persons to be nominated; (ii) a representation that the
Shareholder is a holder of record of shares of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) the class and
number of shares of the Company which are beneficially owned by the Shareholder;
(iv) a description of all arrangements or understandings between the Shareholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
Shareholder; (v) such other information regarding each nominee proposed by such
Shareholder as would be required to be included in a proxy statement filed
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
from time to time, of the United States of America, whether or not the Company
is then subject to such Regulation; and (vi) the consent of each nominee to
serve as a Director of the Company, if so elected. The Chairman of the annual
general meeting or extraordinary general meeting shall, if the facts warrant,
refuse to acknowledge a nomination not made in compliance with the foregoing
procedure, and any such nomination not properly brought before the meeting shall
not be considered.

                  (b) Subject to the terms of any class or series of shares
issued by the Company, if a Shareholder desires to submit a proposal for
consideration by the Shareholders at any general meeting, written notice of such
Shareholder's intent to submit such a proposal must be given and received by the
Secretary of the Company not later than (i) with respect to an annual general
meeting of Shareholders, ninety days in advance of the anniversary date of the
immediately preceding annual general meeting; and (ii) with respect to an
extraordinary general meeting, the close of business on the tenth day following
the date on which notice of such meeting is sent or given to Shareholders. Each
such notice shall set forth (i) the name and address, as it appears in the
Register, of the Shareholder who intends to submit the proposal; (ii) a
representation that the Shareholder is a holder of record of shares of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to submit the proposal specified in the notice; (iii) the
class and number of shares of the Company which are beneficially owned by the
Shareholder; and (iv) such other information regarding each proposal submitted
by such Shareholder as would be required to be included in a proxy statement
filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended from time to time, of the United States of America, whether or not the
company is then subject to such Regulation. The Chairman of the annual general
meeting or extraordinary general meeting shall, if the facts warrant, refuse to
acknowledge a proposal not made in compliance with the foregoing procedure, and
any such proposal not properly brought before the meeting shall not be
considered.

         15.3 The Chairman of the Board, or any Director designated by the Board
of Directors, shall preside as Chairman at every general meeting of the Company,
or if there is no such Chairman, or if he or such designee shall not be present
within one hour after the time appointed


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for the holding of the meeting, or is unwilling to act, the Directors present
shall elect one of their number to be Chairman of the meeting.

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

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

         15.6 At any general meeting a resolution put to the vote at the meeting
shall be decided on a poll taken in such manner as the Chairman directs.

         15.7 Subject to the terms of any class or series of shares issued by
the Company, every Shareholder of record present in person or by proxy shall
have one vote for each issued Ordinary Share registered in his name in the
Register. Cumulative voting is expressly prohibited. Elections of Directors need
not be by ballot.

         15.8 In the case of joint holders of record, the vote of each joint
holder, whether in person or by proxy, shall be required in order for such joint
holders` vote to be counted.

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

         15.10 No Shareholder shall be entitled to vote at any general meeting
unless he is registered as a Shareholder of the Company on the record date for
such meeting or holds a valid proxy of such a Shareholder and unless all sums
presently payable in respect of the shares to be voted have been paid.

         15.11    Votes may be given either personally or by proxy.

                                  XVI. PROXIES

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


<PAGE>



         16.2 The instrument appointing a proxy shall be deposited at the
Registered Office or at such other place as is specified for that purpose in the
notice convening the meeting no later than the time for holding the meeting, or
adjourned meeting provided that the Chairman of the meeting may at his
discretion direct that an instrument of proxy shall be deemed to have been duly
deposited upon receipt of facsimile transmission of the signed proxy or upon
receipt of telex or cable confirmation from the appointer that the instrument of
proxy duly signed is in the course of transmission to the Company.

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

         16.4 A vote given in accordance with the term of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the principal
or revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the share in respect of which the proxy is given
provided that no intimation in writing of such death, insanity, revocation or
transfer as aforesaid shall have been received by the Company at the office
before the commencement of the general, meeting, or adjourned meeting at which
it is sought to use the proxy.

         16.5 Any corporation which is a Shareholder of record of the Company
may in accordance with its articles of association or other governing documents
or in the absence of such provision by resolution of its board of directors or
other governing body authorize one or more persons as it thinks fit to act as
its representative or representatives at any meeting of the Company or of any
class or series of Shareholders of the Company, and the person or persons so
authorized shall be entitled to exercise the same powers on behalf of the
corporation which he or they represent as the corporation could exercise if it
were an individual Shareholder of record of the Company and may cast votes or
abstain on any motion in any manner as he or they may be directed.

                                 XVII. DIRECTORS

         17.1 (a) The Board of Directors shall consist of not less than six nor
more than fifteen persons. Subject to Section 17.1(c), the Board of Directors
shall have the exclusive power and right to set the exact number of Directors
within that range from time to time by resolution adopted by the vote of a
majority of the whole Board of Directors. Until the Board of Directors adopts
such a resolution, the exact number of Directors shall be fourteen.

                  (b) Upon the date that these Articles are adopted, the
Directors shall by resolution of the Board of Directors be divided into three
classes of equal size, designated as Class I, Class II and Class III, each class
to be comprised of at least three Directors; provided, however, if the total
number of Directors is 10, 11, 13 or 14, one Class may have one fewer or one
more Director than the other two Classes. The Board of Directors shall make the
subsequent appointments of individual Directors to particular Classes. Upon the
date that these Articles are adopted, the Directors then appointed to Class I
will hold office for a term expiring at the 2004 annual general meeting of
Shareholders; the Directors then appointed to Class II will hold office


<PAGE>



for a term expiring at the 2002 annual general meeting of Shareholders; and the
Directors then appointed to Class III will hold office for a term expiring at
the 2003 annual general meeting of Shareholders. At each annual general meeting
of Shareholders, the successors of the class of Directors whose terms expire at
that meeting shall be of the same class as the Directors they succeed and shall
be elected for three-year terms.

                  (c) No resolution of the Board of Directors may be adopted if
its effect would be to remove from office, or shorten the term of, any incumbent
Director.

                  (d) A Director shall hold office until the annual general
meeting for the year in which his term expires and until his successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement or removal from office. Any newly created directorship resulting from
an increase in the number of Directors and any other vacancy on the Board of
Directors, however caused, may be filled by a majority vote of the Directors
then in office, although less than a quorum, or by a sole remaining Director.
Any Director elected by the Board of Directors to fill a vacancy shall hold
office until the annual general meeting of Shareholders for the year in which
the term of the Director vacating office expires and until his successor shall
have been elected and qualified. Any newly created directorship resulting from
an increase in the number of Directors may be created in any class of Directors
that the Board of Directors may determine, and any Director elected to fill the
newly created vacancy shall hold office until the term of office of such class
expires.

                  (e) One or more or all of the Directors of the Company may be
removed only for cause by the affirmative vote of the holders of at least a
majority of the outstanding shares generally entitled to vote, voting together
as a single class, at a meeting of Shareholders for which proper notice of the
proposed removal has been given.

                  (f) If at any time the number of Directors is less than six,
the Board of Directors may act to fill any vacancies on the Board of Directors.

         17.2 The Board of Directors shall have the authority to fix the
compensation of Directors, which may include their expenses, if any, of
attendance at each meeting of the Board of Directors or of a committee.

         17.3 A Director may hold any other office or place of profit under the
Company in conjunction with his office of Director for such period and on such
terms as to remuneration and otherwise as the Board of Directors may determine.

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

         17.5     (a) No share ownership qualification for Directors shall be
required.

                  (b) No person shall serve as a Director of the Company who at
the time of his or her election has reached his or her 70th birthday.


<PAGE>



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

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

         17.8 A general notice that a Director is an officer, director or
shareholder of any specified firm or company and is to be regarded as interested
in any transaction with such firm or company shall be sufficient disclosure
under Section 17.7 and after such general notice it shall not be necessary to
give special notice relating to any particular transaction.

                      XVIII. POWERS AND DUTIES OF DIRECTORS

         18.1 The business and affairs of the Company shall be managed by the
Board of Directors who may exercise all such powers of the Company and do all
such lawful acts and things as are not from time to time by the Statute or by
the Articles required to be exercised or done by the Company in general meeting.

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

         18.3 All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments and all receipts for monies paid to the Company shall be
signed, drawn, accepted, endorsed or otherwise executed as the case may be by
such officer or officers or such other person or persons as the Board of
Directors shall from time to time designate.

<PAGE>

     18.4 The Board of Directors shall cause minutes to be made for the purpose
of recording the proceedings at all meetings of the Shareholders and the
Directors and of Committees of the Board of Directors.

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

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

     18.7 Board of Directors may authorize any officer, officers, agent or
agents to enter into any contract or agreement of any nature whatsoever,
including, without limitation, any contract, deed, bond, mortgage, guaranty,
deed of trust, security agreement, pledge agreement, act of pledge, collateral
mortgage, collateral chattel mortgage or any other document or instrument of any
nature whatsoever, and to execute and deliver any such contract, agreement,
document or other instrument of any nature whatsoever for and in the name of and
on behalf of the Company, and such authority may be general or confined to
specific instances.

     18.8 (a)  Notwithstanding anything in the Articles to the contrary, during
the Specified Period the Board of Directors shall cause the Company, and shall
use its best endeavors to cause the subsidiaries of the Company, not to permit
the following to occur without obtaining the prior consent, as provided in
Section 18.8(b), of SFIC Holdings (Cayman), Inc. ("SFIC Holdings"): (i) the
reincorporation or organization of any existing subsidiary of the Company or the
incorporation or organization of any new subsidiary of the Company in any
jurisdiction (other than, in the case of existing subsidiaries, in the
jurisdiction in which it is then incorporated or under which laws it is then
organized), in a manner materially adversely affecting the rights or interest of
any member of the KPC Affiliated Group, or (ii) the reincorporation or
organization of the Company in a jurisdiction other than in the jurisdiction in
which it is then incorporated or under which laws it is then organized.

          (b)  As soon as practicable following a determination by the Board of
Directors to undertake any of the actions specified in Section 18.8(a), the
Board of Directors shall give SFIC Holdings written notice of the proposed
action, which notice shall set forth in reasonable detail the terms of the
proposed action, including without limitation, as applicable, the parties to the
action, the intended timing of the action, the amount of consideration and
assets involved and such other terms as may be relevant to SFIC Holdings'
decision whether to consent to the proposed action. Within thirty calendar days
after SFIC Holdings receives such notice, SFIC Holdings shall give the Company
written notice of its consent or withholding of consent to the action specified
in the notice. In the event that SFIC Holdings fails to deliver to the Company
during such thirty-day period a written notice indicating its withholding of
consent to the proposed action, SFIC Holdings shall be deemed to have consented
to such action. For

<PAGE>

purposes of this Section 18.8(b), (i) notices shall be given by personal
delivery, confirmed facsimile or overnight courier and (ii) any notice by SFIC
Holdings either giving or withholding consent to a proposed action may be signed
by any director or authorized officer of SFIC Holdings (and need not be preceded
by a resolution of the board of directors of SFIC Holdings). The Company shall
not take until after the date defined in Section 18.8(a) the action specified in
Section 18.8(a) unless the Company shall have obtained SFIC Holdings' consent or
SFIC Holdings shall be deemed to have consented to such action pursuant to this
Section 18.8(b).

          (c)  The provisions of Section 18.8, including, without limitation,
the provisions of this Section 18.8(c), may only be altered or amended by a
Special Resolution passed at a meeting of the Company at which a Special Quorum
of Shareholders is present.

                                 XIX. COMMITTEES

     19.1 (a)  Subject to Sections 19.1(b) and 19.2, the Board of Directors may
designate one or more committees of the Board, each such committee to consist of
four or more Directors during the Specified Period and thereafter not less than
three Directors. Except as limited by the Statute, the Memorandum, the Articles
or the resolution establishing such committee, each committee shall have and may
exercise all of the authority of the Board of Directors as specified in the
Articles with respect to each such committee or as the Board of Directors may
determine and specify in the respective resolutions appointing each such
committee. Subject to Sections 19.1(b) and 19.2, a majority of all of the
members of any such committee may elect the Chairman of such committee and may
fix the time and place of its meetings, unless the Articles or the Board of
Directors shall otherwise provide, and meetings of any committee may be held
upon such notice, or without notice, as shall from time to time be determined by
the members of any such committee. At all meetings of any committee, any three
of its members shall constitute a quorum for the transaction of business, and
the act of a majority of the members present shall be the act of any such
committee, unless otherwise specifically provided by the Statute, the
Memorandum, the Articles or the resolution establishing such committee. The
committees shall keep regular minutes of their proceedings and report the same
to the Board of Directors when required. The Board of Directors shall have power
at any time to change the number, subject as aforesaid, and members of any such
committee, to fill vacancies and to modify the powers of (except that powers of
committees established by the Articles shall not be decreased) or discharge any
such committee. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.

          (b)  As long as SFIC Holdings has the right to designate a Director
pursuant to the first sentence of Section 35.1(a), SFIC Holdings shall have the
right, by notice in writing to the Board of Directors, to appoint one designee
(being a KPC Designee on the Board of Directors) to each committee, including
the Audit, Nominating and Governance, Compensation and Executive Committees, of
the Board of Directors; provided, however, that if any applicable law or
regulation of the New York Stock Exchange shall prohibit the Board from
appointing a designee who is not an Independent Director to serve on any
committee, at any time at which there is no such designee of SFIC Holdings who
is an Independent Director, SFIC Holdings shall not be permitted to appoint any
designee of SFIC Holdings to serve on such committee.

<PAGE>

          (c)  The provisions of Section 19.1(b) and this Section 19.1(c) may
only be altered or amended by a Special Resolution passed at a meeting of the
Company at which a Special Quorum of Shareholders is present.

     19.2 Until further action of the Board of Directors creating additional
committees, the following shall constitute the committees of the Board of
Directors:

          (a)  AUDIT COMMITTEE.

          (i)  The Board of Directors shall appoint at least four Directors
     during the Specified Period and thereafter not less than three Directors,
     each of whom shall not be an officer or employee of the Company, to act as
     its Audit Committee.

          (ii) The Audit Committee shall recommend to the Board of Directors
     periodically a firm of certified public accountants to serve as auditors
     for the Company, which accountants shall be subject to appointment by the
     Board of Directors and ratification thereof by Shareholders entitled to
     vote thereon. The Audit Committee shall determine the manner, if at all, in
     which the accounts relating to the Company's affairs shall be audited and
     shall meet with the Company's auditors to discuss the scope of their
     examination, with particular emphasis on areas where either the Audit
     Committee or the auditors believe special attention should be directed.
     After the audit, the Audit Committee shall review the financial statements
     and the auditors report thereon to determine whether they had received all
     information and explanations requested. The Audit Committee shall also
     invite the auditors' recommendations regarding internal controls and such
     other matters as it deems appropriate and shall see that the
     recommendations for changes which the Audit Committee feels are necessary
     have been implemented. In addition, the Audit Committee is authorized to
     have the auditors perform such supplemental review or audits as it deems
     necessary or appropriate. The Audit Committee shall meet with the auditors
     at least once a year, as soon after the completion of the audit of the
     Company's books as practicable.

         (iii) The Audit Committee shall be responsible for reviewing
     relationships between the Company and other parties, including employment
     and consulting relationships, for conflicts of interest. The Audit
     Committee shall review Company policy and practices to ensure that the
     Company acts in an ethical manner and to ensure compliance with all
     applicable laws regarding business conduct.

          (b)  COMPENSATION COMMITTEE.

          (i)  The Board of Directors shall appoint at least four Directors
     during the Specified Period and thereafter not less than three Directors,
     each of whom shall not be an officer or employee of the Company, to act as
     its Compensation Committee.

          (ii) The Compensation Committee shall from time to time fix the
     salaries of the executive officers of the Company and grant such bonuses
     and awards pursuant to the Company's compensation plans, or otherwise, to
     Directors and officers and employees of


<PAGE>

     the Company as it deems appropriate. The Compensation Committee shall
     establish, or recommend the establishment of, compensation plans for
     Directors and officers and employees of the Company as it deems
     appropriate. The Compensation Committee shall also oversee the Company's
     employee benefit programs. No member of the Compensation Committee shall in
     any way take part in the determination of any compensation or awards paid
     or granted to him.

          (c)  EXECUTIVE COMMITTEE

          (i)  The Board of Directors shall appoint at least four Directors
     during the Specified Period and thereafter not less than three Directors to
     act as its Executive Committee.

          (ii) The Executive Committee shall have and may exercise such power
     and authority of the Board of Directors in the management of the business
     and affairs of the Company (including, without limitation, reviewing, and
     making recommendations to the Board of Directors concerning, the general
     financial policies and direction of the Company), as the Board of Directors
     shall specify by a majority vote of the Board of Directors.

          (d)  NOMINATING AND GOVERNANCE COMMITTEE

          (i)  The Board of Directors shall appoint at least four Directors
     during the Specified Period and thereafter not less than three Directors,
     each of whom shall not be an officer or employee of the Company, to act as
     its Nominating and Governance Committee.

          (ii) The Nominating and Governance Committee shall from time to time,
     subject to Article XXXV, (w) recommend to the Board of Directors such
     matters pertaining to governance of the Company as it shall from time to
     time consider appropriate, (x) recommend to the Board of Directors, prior
     to the annual general meeting, each director nominee to be voted on at such
     annual general meeting to the Board of Directors, (y) recommend to the
     Board of Directors any candidate to fill any directorships or memberships
     of committees that become vacant, and (z) recommend to the Board of
     Directors the directors to be appointed to each standing committee,
     including the Audit, Compensation, Executive and Nominating and Governance
     Committees.

     19.3 Each member of any such committee shall hold office until such
member's successor is elected and has qualified, unless such member sooner dies,
resigns or is removed.

                          XX. PROCEEDINGS OF DIRECTORS

     20.1 Except as otherwise provided by the Articles, the Board of Directors
shall meet together for the dispatch of business, convening, adjourning and
otherwise regulating its


<PAGE>

meetings as it thinks fit. Subject to Section 24.1, questions arising at any
meeting shall be decided by a majority of the Directors present at a meeting at
which there is a quorum.

     20.2 Regularly scheduled meetings of the Board of Directors may be held at
such time and at such place as shall from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may, or upon the
written request of any two Directors shall, be called by the Chairman of the
Board on at least forty-eight hours' notice to each Director, either personally
or by facsimile, telex or cable. Unless otherwise required by these Articles,
neither the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting in respect of such Director. Attendance of a Director at
any meeting shall constitute a waiver of notice of such meeting, except when a
Director attends for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

     20.3 The Chairman of the Board shall preside as Chairman at every meeting
of the Board of Directors. In the event that the Chairman of the Board is unable
to attend a meeting of the Board of Directors, any Director designated by the
Board of Directors shall preside over such meeting.

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

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

     20.6 Members of the Board of Directors or of any committee thereof may
participate in a meeting of the Board or of such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting.

     20.7 A resolution in writing (in one or more counterparts) signed by all
the Directors for the time being or all the members of a committee of Directors
shall be as valid and effectual as if it had been passed at a meeting of the
Board of Directors or committee as the case may be duly convened and held.

                       XXI. VACATION OF OFFICE OF DIRECTOR

     21.1 The office of a Director shall be vacated:

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

          (b)  If he dies;



<PAGE>

          (c)  If he is found to be or becomes of unsound mind;

          (d)  If he is removed pursuant to Section 17.1(e); or

          (e)  If he is deemed to resign pursuant to Section 35.2(b).

                       XXII. CERTAIN BUSINESS COMBINATIONS

     22.1 In addition to any approval by Shareholders and Directors required by
the Statute or any other law of the Cayman Islands, the approval by Ordinary
Resolution, at a meeting called, for such purpose, shall be required in order
for the Board of Directors to approve any of the following matters:

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

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

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

provided that the foregoing approval by Shareholders shall not be required for
any such transaction of the Company with any entity which the Company, directly
or indirectly, controls, as defined in Rule 405 under the Securities Act of
1933, as amended from time to time, of the United States of America, unless the
Company is not the surviving entity in such transaction or the Company transfers
all or substantially all of its assets in such transaction and provided further
that the foregoing shall be without prejudice to the requirement for such
statutory majorities and approvals as may be necessary.

                                   XXIII. SEAL

     23.1 The Company may have a seal, and the seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise. Any
Director or officer of the Company will have the authority to affix the seal to
any document requiring it. The Company may have for use in any place or places
outside the Cayman Islands, a duplicate seal or seals each of which shall be a
facsimile of the common seal of the Company and, if the Directors so determine,
with the addition on its face of the name of every place where it is to be used.

                                 XXIV. OFFICERS

     24.1 The officers of the Company shall be appointed by the Board of
Directors and shall include a Chairman of the Board, a Chief Executive Officer,
a President, a Secretary and a Treasurer and may also include one or more Vice
Chairmen, Senior and Executive Vice Presidents and Vice Presidents, Assistant
Secretaries and Assistant Treasurers. The Board of Directors may also choose
such other officers and agents as it shall deem necessary or desirable


<PAGE>

and such persons shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined by the Board of Directors
from time to time. Two or more offices may be held by the same person. None of
the officers other than the Chairman of the Board need be a Director of the
Company, and none of the officers need be a Shareholder of the Company. No
officer shall be prevented from receiving compensation as an officer by reason
of his also being a Director. The officers of the Company shall hold office
until their successors are elected or appointed and qualified, or until their
earlier death, resignation, retirement, disqualification or removal. Any officer
elected or appointed by the Board of Directors may be removed at any time with
or without cause by the Board of Directors, provided, however that until the
third anniversary of the date these Articles are adopted, a vote of two-thirds
of the whole Board of Directors shall be required (i) to remove the Chairman of
the Board, the Chief Executive Officer or the President, and (ii) to authorize
any modification, amendment or termination of (A) the employment agreement dated
August 31, 2001 between the Company and Robert E. Rose or (B) the employment
agreement dated August 31, 2001 between the Company and C. Stedman Garber. Any
officer may resign at any time by giving written notice to the Company. Any such
resignation shall take effect at the date of the receipt of such notice or at
such other time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Election or appointment of an officer shall not of itself create contract
rights.

     24.2 Any provision of the Statute or the Articles requiring or authorizing
a thing to be done by a Director and an officer shall not be satisfied by its
being done by the one person acting in the dual capacity of Director and
officer.

                           XXV. DIVIDENDS AND RESERVES

     25.1 Subject to the Statute, the Board of Directors may from time to time
declare dividends on shares of the Company outstanding and authorize payment of
the same out of the profits of the Company (realized or unrealized), share
premium account, or any other account permitted by the Statute, and may from
time to time pay to the Shareholders such interim dividends, as appears to the
Board of Directors to be appropriate.

     25.2 The Board of Directors may declare that any dividend be paid wholly or
partly by the distribution of shares or other securities of the Company and/or
specific assets and in particular of paid up shares, debentures, or debenture
stock of any other company or in any one or more of such ways and where any
difficulty arises in regard to such distribution, the Board of Directors may
settle the same as it deems expedient and in particular may issue fractional
shares and fix the value for distribution of such specific assets or any part
thereof and may determine that cash payments shall be made to any Shareholders
upon the basis of the value so fixed in order to adjust the rights of all
Shareholders and may vest any such specific assets in trustees as may seem
expedient to the Board of Directors.

     25.3 No dividend shall bear interest against the company unless expressly
authorized by the Board of Directors.

                              XXVI. CAPITALIZATION
<PAGE>


     26.1 The Company may upon the recommendation of the Board of Directors
capitalize any sum standing to the credit of any of the Company's reserve
accounts (including share premium account and capital redemption reserve fund)
or any sum standing to the credit of profit and loss account or otherwise
available for distribution and to appropriate such sum to Shareholders in the
proportions in which such sum would have been divisible amongst them had the
same been a distribution of profits by way of dividend and to apply such sum on
their behalf in paying up in full unissued shares (not being redeemable shares)
for allotment and distribution credited as fully paid up to and amongst then in
the proportion aforesaid. In such event the Board of Directors shall do all acts
and things required to give effect to such capitalization, with full power to
the Board of Directors to make such provisions as it thinks fit for the case of
shares becoming distributable in fractions (including provisions whereby the
benefit of fractional entitlements accrue to the Company rather than to the
Shareholders concerned).

                  XXVII. INDEMNITY AND LIMITATION OF LIABILITY

     27.1 (a) The Company shall indemnify, except in respect of willful default
or fraud, to the full extent now or hereafter permitted by law, any person
(including his heirs, executors and administrators) who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, an action by or in the right of the Company), by
reason of his acting as, or having in the past acted as, a Director, officer,
employee or agent of, or his acting in any other capacity for or on behalf of,
the Company (including his serving for, on behalf of or at the request of the
Company as a director, officer employee or agent of another company,
partnership, joint venture, trust or other enterprise, or in a fiduciary or
other capacity with respect to any employee benefit plan maintained by the
company) against any expense (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person (or
his heirs, executors and administrators) in respect thereof. The Company shall
advance the expenses of defending any such action, suit or proceeding (including
appeals) in accordance with and to the full extent now or hereafter permitted by
law.

          (b) The Board of Directors may, notwithstanding any interest of the
Directors in such action, authorize the Company to purchase and maintain
insurance on behalf of any person described in Section 27.1(a), against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Company would have the
power to indemnify him against such liability under the provisions of this
Article XXVII.

          (c) The provisions of this Article XXVII shall be applicable to all
actions, claims, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or after
its adoption. The provisions of this Article XXVII shall be deemed to be a
contract between the Company and each Director, officer, employee or agent who
serves in such capacity at any time while this Article XXVII and the relevant
provisions of the law, if any, are in effect, and any repeal or modification
thereof shall not affect any rights or obligations then existing with respect to
any state of facts or any action, suit or proceeding then or theretofore
existing, or any action, suit or proceeding thereafter

<PAGE>

brought or threatened based in whole or in part on any such state of facts.

If any provision of this Article XXVII shall be found to be invalid or limited
in application by reason of any law or regulation, it shall not affect any other
application of such provision or the validity of the remaining provisions
hereof. The rights of indemnification and advancement of expenses provided in
this Article XXVII shall neither be exclusive of, nor be deemed in limitation
of, any rights to which any such officer, Director, employee or agent may
otherwise be entitled or permitted by contract, vote of Shareholders or
Directors or otherwise, or as a matter of law, both as to actions in his
official capacity and actions in any other capacity while holding such office,
it being the policy of the Company that indemnification of the specified
individuals, except in respect of willful default or fraud, shall be made to the
fullest extent permitted by law.

                            XXVIII. BOOKS AND RECORDS

     28.1 In addition to any rights which may be conferred on Shareholders by
Statute, upon written demand under oath stating the purpose thereof, any
Shareholder may review for any proper purpose, during usual hours for business,
the books and records of the Company, including without limitation, the
Register. A proper purpose shall mean a purpose reasonably related to such
person's interest as a Shareholder.

                                XXIX. WINDING UP

     29.1 In the event of any liquidation or winding up of the Company, whether
voluntary or involuntary, after there shall have been paid or set aside for
payment to the holders of any outstanding shares ranking senior to the Ordinary
Shares as to distribution on liquidation, distribution or winding up, the full
amounts to which they shall be entitled, the holders of the then outstanding
Ordinary Shares shall be entitled to receive, pro rata according to the number
of Ordinary Shares registered in the names of such Shareholders, any remaining
assets of the Company available for distribution to its Shareholders; provided,
if, at such time, the holder of Ordinary Shares has any outstanding debts,
liabilities or engagements to or with the Company (whether presently payable or
not), either alone or jointly with any other person, whether a Shareholder or
not (including, without limitation, any liability associated with the unpaid
purchase price of such Ordinary Shares), the liquidator appointed may deduct
from the amount payable in respect of such Ordinary Shares the aggregate amount
of such debts, liabilities and engagements and apply such amount to any of such
holder's debts, liabilities or engagements to or with the Company (whether
presently payable or not). The liquidator may distribute, in kind, to the
holders of the Ordinary Shares the remaining assets of the Company or may sell,
transfer or otherwise dispose of all or any part of such remaining assets to any
other person, corporation, trust or entity and receive payment therefor in cash,
shares or obligations of such other person, corporation, trust or entity or any
combination thereof, and may sell all or any part of the consideration so
received, and may distribute the consideration received or any balance or
proceeds thereof to holders of the Ordinary Shares. The liquidator may, with the
like authority, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the holders of the Ordinary Shares as the liquidator,
with the like authority shall think fit, but so that no Shareholder shall be
compelled to accept any shares or other securities whereon there is any
liability.


<PAGE>

                               XXX. DEREGISTRATION

     30.1 (a)  Subject to Section 18.8 , the Company may by Special Resolution
resolve to be registered by way of continuation in a jurisdiction outside the
Cayman Islands or such other jurisdiction in which it is for the time being
incorporated, registered or existing; and

          (b)  In furtherance of a resolution adopted pursuant to (a) above of
this Section 30.1 and subject as aforesaid, the Directors may cause an
application to be made to the Registrar of Companies to deregister the Company
in the Cayman Islands or such other jurisdiction in which it is for the time
being incorporated, registered or existing and may cause all such further steps
as they consider appropriate to be taken to effect the transfer by way of
continuation of the Company.

                                XXXI. FISCAL YEAR

     31.1 Each Fiscal Year shall commence on such date as may be specified by
the Board of Directors.

                                 XXXII. NOTICES

     32.1 Notices shall be in writing and may be given by the Company to any
Shareholder either personally or by sending it by post, air courier, cable,
facsimile transmission or telex to him or to his address as shown in the
Register, such notice, if mailed, to be forwarded by airmail where practicable.
Any such notice shall be deemed to have been effected on the date the letter
containing the same is posted as aforesaid, or sent by air courier, cable,
facsimile transmission or telex.

     32.2 A notice shall be given by the Company to the joint holders of record
of a share by giving the notice to all joint holders named on the Register in
respect of the share.

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

     32.4 Notice of every general meeting shall be given in any manner
hereinbefore authorized to:

          (a)  every holder of voting shares as shown in the Register as of the
     record date for such meeting;

          (b)  every person upon whom the ownership of a voting share devolves
     by

<PAGE>

     reason of his being a legal personal representative or a trustee in
     bankruptcy of a holder of voting shares of record where such holder but for
     his death or bankruptcy would be entitled to receive notice of the meeting;
     and

except as otherwise required by law or the Articles, no other person shall be
entitled to receive notice of general meetings.

                         XXXIII. CORPORATE OPPORTUNITIES

     33.1 In anticipation that the Company and the members of the KPC Affiliated
Group (as defined below) may engage in the same or similar activities or lines
of business and have an interest in the same areas of corporate opportunities,
and in recognition of the benefits to be derived by the Company through its
continued contractual, corporate and business relations with the members of the
KPC Affiliated Group (including service of officers and directors of the members
of the KPC Affiliated Group as Directors of the Company), the provisions of this
Article XXXIII are set forth to regulate and define the conduct of certain
affairs of the Company as they may involve the members of the KPC Affiliated
Group and their officers and directors, and the powers, rights, duties and
liabilities of the Company and its officers, Directors and Shareholders in
connection therewith.

     33.2 The members of the KPC Affiliated Group shall have the right to, and
shall have no duty not to, (i) engage in the same or similar business activities
or lines of business as the Company, (ii) do business with any client or
customer of the Company and (iii) employ or otherwise engage any officer or
employee of the Company, and no member of the KPC Affiliated Group nor any
officer or director thereof (except as provided in Section 33.3) shall be liable
to the Company or its Shareholders by reason of any such activities of the KPC
Affiliated Group or of such person's participation therein. In the event that a
member of the KPC Affiliated Group acquires knowledge of a potential transaction
or matter which may be a corporate opportunity for both such member of the KPC
Affiliated Group and the Company, such member of the KPC Affiliated Group shall
be under no obligation to communicate or present such corporate opportunity to
the Company and shall not be liable to the Company or its Shareholders by reason
of the fact that such member of the KPC Affiliated Group pursues or acquires
such corporate opportunity for itself, directs such corporate opportunity to
another person or entity, or does not present such corporate opportunity to the
Company.

     33.3 In the event that a Director or officer of the Company who is also a
director or officer of a member of the KPC Affiliated Group acquires knowledge
of a potential transaction or matter which may be a corporate opportunity for
both the Company and any member of the KPC Affiliated Group, such Director or
officer of the Company shall not be liable to the Company or its Shareholders by
reason of the fact that such member of the KPC Affiliated Group pursues or
acquires such corporate opportunity for itself or directs such corporate
opportunity to another person or does not present such corporate opportunity to
the Company, except for willful default or fraud of such Director or officer, if
such Director or officer acts in a manner consistent with the following policy:

          (a)  a corporate opportunity offered to any person who is an officer
     of the

<PAGE>

     Company and who is also a director but not an officer of a member of the
     KPC Affiliated Group shall first be offered to the Company, unless such
     opportunity is expressly offered to such person solely in his capacity as a
     director of such member of the KPC Affiliated Group in which case such
     opportunity shall first be offered to such member of the KPC Affiliated
     Group;

          (b)  a corporate opportunity offered to any person who is a Director
     but not an officer of the Company and who is also a director or officer of
     a member of the KPC Affiliated Group shall first be offered to the Company
     only if such opportunity is expressly offered to such person solely in his
     capacity as a Director of the Company, and otherwise shall first be offered
     to such member of the KPC Affiliated Group; and

          (c)  a corporate opportunity offered to any person who is an officer
     of both the Company and a member of the KPC Affiliated Group shall first be
     offered to such member of the KPC Affiliated Group unless (x) such person
     is an employee of the Company or (y) such opportunity is expressly offered
     to such person solely in his capacity as an officer of the Company, in
     either of which case such opportunity shall first be offered to the
     Company.

     33.4 For the purposes of this Article XXXIII, "corporate opportunities"
shall include, but not be limited to, business opportunities which the Company
is financially able to undertake, which are, from their nature, in the line of
the Company's business, are of practical advantage to it and are ones in which
the Company has an interest or a reasonable expectancy, and in which, by
embracing the opportunities, the self-interest of a member of the KPC Affiliated
Group or its officers or directors, will be brought into conflict with that of
the Company.

     33.5 Any person or entity purchasing or otherwise acquiring any interest in
shares shall be deemed to have notice of and consented to the provisions of this
Article XXXIII.

     33.6 For purposes of this Article XXXIII, and, to the extent set forth
therein, Article XXXIV and Article XXXV and, in relation to the definition of
"KPC Affiliated Group" only, Article I:

          (a)  the members of the "KPC Affiliated Group" shall mean,
     collectively, Kuwait Petroleum Corporation, a company organized under the
     laws of Kuwait ("KPC"), SFIC Holdings (Cayman), Inc., a Cayman Islands
     company ("SFIC Holdings"), and all corporations, partnerships, joint
     ventures, limited liability companies, trust, associations, governments or
     government agencies or instrumentalities which would be considered
     "affiliates" of KPC or SFIC Holdings within the meaning of Regulation S-K
     or Regulation S-X under the U.S. Securities Act of 1933, as amended (the
     "Securities Act"), including without limitation any entity in which KPC or
     SFIC Holdings owns (directly or indirectly) fifty percent (50%) or more of
     the outstanding voting shares or stock, voting power, partnership interests
     or similar ownership interests, and all successors to KPC, SFIC Holdings
     and their affiliates by way of merger, consolidation or sale of all or
     substantially all of its assets, but shall not include the Company (as
     defined in clause (b) below); and

<PAGE>

          (b)  the "Company" shall mean the Company and all corporations,
     partnerships, joint ventures, limited liability companies, trusts,
     associations and other entities in which the Company owns (directly or
     indirectly) more than fifty percent (50%) of the outstanding voting shares
     or stock, voting power, partnership interests or similar ownership
     interests.

     33.7 If any contract, agreement, arrangement or transaction between the
company and a member of the KPC Affiliated Group involves a corporate
opportunity and is approved in accordance with the procedures set forth in
Article XXXIV, the officers and directors of such member of the KPC Affiliated
Group shall, for purposes of these Articles, not be liable to the Company or its
Shareholders, except for willful default or fraud on the part of the relevant
officer or director.

     33.8 The provisions of this Section 33, including, without limitation, the
provisions of this Section 33.8, may only be altered or amended by a Special
Resolution passed at a meeting of the Company at which a Special Quorum of
Shareholders is present.

                    XXXIV. TRANSACTIONS WITH RELATED ENTITIES

     34.1 In anticipation that (i) the Company and the members of the KPC
Affiliated Group may enter into contracts or otherwise transact business with
each other and that the Company and the members of the KPC Affiliated Group may
derive benefits therefrom and (ii) the Company may from time to time enter into
contractual, corporate or business relations with one or more of its Directors,
or one or more corporations, partnerships, associations or other organizations
in which one or more of its Directors have a financial interest (collectively,
"Related Entities"), the provisions of this Article XXXIV are set forth to
regulate and define certain contractual relations and other business relations
of the Company as they may involve the members of the KPC Affiliated Group,
Related Entities and their respective officers and directors, and the powers,
rights, duties and liabilities of the Company and its officers, Directors and
Shareholders in connection therewith. The provisions of this Article XXXIV are
in addition to, and not in limitation of, the provisions of the Statute and the
other provisions of the Articles. Any contract or business relation which does
not comply with the procedures set forth in this Article XXXIV shall not by
reason thereof be deemed void or voidable or be deemed to result in any breach
of any fiduciary duty or duty of loyalty or failure to act in good faith or in
the interests of the Company or to be the derivation of any improper personal
benefit, but shall be governed by the provisions of the Articles, the
Memorandum, the Statute and other applicable law.

     34.2 No contract, agreement, arrangement or transaction between the Company
and a member of the KPC Affiliated Group or between the Company and one or more
of the Directors or officers of the Company, a member of the KPC Affiliated
Group or any Related Entity or between the Company and any Related Entity shall
be void or voidable solely for the reason that a member of the KPC Affiliated
Group, any Related Entity or any one or more of the officers or Directors of the
Company, a member of the KPC Affiliated Group or any Related Entity are parties
thereto, or solely because any such Directors or officers are present at or
participate in the


<PAGE>

meeting of the Board of Directors or committee thereof which authorizes the
contract, agreement, arrangement or transaction, or solely because his or their
votes are counted for such purpose, and such member of the KPC Affiliated Group,
any Related Entity and such Directors and officers shall not be liable to the
Company or its Shareholders by reason of the entering into, performance or
consummation of any such contract, agreement, arrangement or transaction, except
in the case of willful default or fraud on the part of such directors or
officers, if:

          (a)  the material facts as to the contract, agreement, arrangement or
     transaction are disclosed or are known to the Board of Directors or the
     committee thereof that authorizes the contract, agreement, arrangement or
     transaction, and the Board of Directors or such committee in good faith
     authorizes the contract, agreement, arrangement or transaction by the
     affirmative vote of a majority of the disinterested Directors, even though
     the disinterested Directors be less than a quorum; or

          (b)  the material facts as to the contract, agreement, arrangement or
     transaction are disclosed or are known to the holders of the Ordinary
     Shares entitled to vote thereon, and the contract, agreement, arrangement
     or transaction is specifically approved by vote of the holders of a
     majority of the voting power of the Ordinary Shares then outstanding not
     owned by the members of the KPC Affiliated Group or a Related Entity, as
     the case may be.

     34.3 Directors of the Company who are also directors or officers of a
member of the KPC Affiliated Group or any Related Entity may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract, agreement, arrangement or
transaction. Ordinary Shares owned by the members of the KPC Affiliated Group
and any Related Entities may be counted in determining the presence of a quorum
at a meeting of Shareholders which authorizes the contract, agreement,
arrangement or transaction.

     34.4 Any person or entity purchasing or otherwise acquiring any interest in
any shares will be deemed to have notice of and to have consented to the
provisions of this Article XXXIV.

     34.5 For purposes of this Article XXXIV, the members of the KPC Affiliated
Group and the Company shall have the meanings set forth in Article XXXIII.

     34.6 For purposes of this Article XXXIV, any contract, agreement,
arrangement or transaction with any corporation, partnership, joint venture,
limited liability company, trust, association or other entity which would be
considered a "subsidiary" of the Company within the meaning of Regulation S-K or
Regulation S-X under the Securities Act, shall be deemed to be a contract,
agreement, arrangement or transaction with the Company.

     34.7 The provisions of Section 34, including, without limitation, the
provisions of this Section 34.7, may only be altered or amended by a Special
Resolution passed at a meeting of the Company at which a Special Quorum of
Shareholders is present.

                              XXXV. KPC PROVISIONS

<PAGE>

     35.1 (a) For so long as members of the KPC Affiliated Group own, in the
aggregate, at least four percent (4%), (i) of the voting power of Outstanding
Voting Stock, or (ii) of all the outstanding Ordinary Shares, the Nominating and
Governance Committee and the Board of Directors shall, subject to Section 35.3,
the next succeeding sentence of this Section 35.1(a) and the Statute, cause any
slate of Directors presented to the Shareholders for election to the Board of
Directors to consist of such nominees that, if elected, would result in a Board
of Directors that includes individuals designated by SFIC Holdings (the "KPC
Designees") such that, after giving effect to the election of such KPC Designees
to the Board of Directors, the number of KPC Designees then serving as Directors
shall equal the product (rounded up to the nearest whole number) of (i) the
total number of Directors constituting the whole Board of Directors, multiplied
by (ii) the KPC Ownership Percentage on the date such slate of Directors is
presented to the Shareholders. As used herein, the "KPC Ownership Percentage"
means, (i) as of any date on and after the date any member of the KPC Affiliated
Group has sold or otherwise disposed of any Outstanding Voting Stock (the
"Disposition Date"), the percentage of the voting power of all Outstanding
Voting Stock represented by shares of Outstanding Voting Stock which are owned
by members of the KPC Affiliated Group on such date, which shares were also
owned on the date of the Merger Agreement by members of the KPC Affiliated
Group, and (ii) as of any date prior to the Disposition Date, the percentage of
the voting power of all Outstanding Voting Stock immediately following the
Effective Time represented by shares of Outstanding Voting Stock which are owned
by members of the KPC Affiliated Group on such date, which shares were also
owned immediately following the Effective Time by members of the KPC Affiliated
Group. Notwithstanding anything to the contrary in the foregoing, it is
understood and agreed that as long as SFIC Holdings has the right to designate a
director pursuant to the first sentence of this Section 35.1(a), the number of
KPC Designees entitled to be nominated for election to the Board of Directors
pursuant to the first sentence of this Section 35.1(a) shall be not less than
(i) three until such time as the KPC Ownership Percentage is reduced to less
than 12.5% and equal to or greater than 7.5%, at which time the number of KPC
Designees entitled to be so nominated shall be reduced from three to two, (ii)
two until such time as the KPC Ownership Percentage is reduced to less than 7.5%
and equal to or greater than 4%, at which time the number of KPC Designees
entitled to be so nominated shall be reduced from two to one, and (iii) one
until such time as the KPC Ownership Percentage is reduced to less than 4%, at
which time no KPC Designees shall be entitled to be so nominated.

          (b) As long as SFIC Holdings has the right, pursuant to Section 35.1,
to designate more than one Director, to the extent possible, each KPC Designee
shall be elected or designated to different classes.

     35.2 (a) As long as SFIC Holdings has the right to designate a Director
pursuant to the first sentence of Section 35.1(a), subject to Section 35.1,
Section 35.2(b) and Section 35.3, if a KPC Designee ceases to serve as a
Director for any reason, the Nominating and Governance Committee and the Board
of Directors shall exercise all authority under applicable law to cause the
vacancy created by such Director ceasing to serve to be filled by the
affirmative vote of a majority of the remaining Directors then in office,
through the appointment of another KPC Designee.


<PAGE>

          (b) In the event that, on the date of any election of Directors by the
Shareholders, (A)(i) the KPC Ownership Percentage is less than 12.5% and equal
to or greater than 7.5%, and (ii) the aggregate number of KPC Designees on the
Board on such date (immediately prior to such election) exceeds two, then the
number of KPC Designees on the Board exceeding two shall be deemed to have
resigned from the Board of Directors on such date (immediately prior to such
election) such that the remaining number of KPC Designees is two and (B)(i) the
KPC Ownership Percentage is less than 7.5%, and (ii) the aggregate number of KPC
Designees on the Board on such date (immediately prior to such election) exceeds
one, then the number of KPC Designees on the Board exceeding one shall be deemed
to have resigned from the Board of Directors on such date (immediately prior to
such election) such that the remaining number of KPC Designee(s) is one. Unless
otherwise decided among the KPC Designees and SFIC Holdings, the KPC Designee(s)
who shall resign pursuant to this Section 35.2(b) shall be the KPC Designees
selected by the Nominating and Governance Committee.

     35.3 Each KPC Designee shall be reasonably acceptable to the Company.

     35.4 For the purposes of this Article XXXV, the members of the KPC
Affiliated Group shall have the meaning set forth in Article XXXIII.

     35.5 The provisions of Section 35, including, without limitation, the
provisions of this Section 35.5, may only be altered or amended by a Special
Resolution passed at a meeting of the Company at which a Special Quorum of
Shareholders is present.

                          XXXVI. AMENDMENTS OF ARTICLES

     36.1 Subject to the Statute and except as otherwise provided in the
Articles, the Company may at any time and from time to time by Special
Resolution alter or amend the Articles in whole or in part.