Exhibit
4.2


 


B
Y E - L A W S


 


of


 


Willis
Group Holdings Limited


 


INTERPRETATION


 


1.             (1)           In
these Bye-Laws unless the context otherwise requires - 


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly through one or more intermediaries, Controls, is Controlled by or is
under common Control with such first Person;


 


“Alternate
Director” shall have the meaning as set out in Bye-Law 92;   


 


“Bermuda”
means the Islands of Bermuda;


 


“Board”
means the Board of Directors of the Company or the directors present at a
meeting of Directors at which there is a quorum;


 


“Chief
Executive Officer” means the officer appointed by the Board holding
such title, or if no officer holds such title, the President or Chairman of the
Company;


 


“Common
Shares” means all the authorized common shares of par value
$0.000115 each in the capital of the Company;


 


“Companies
Acts” means every Bermuda statute from time to time in force
concerning companies insofar as the same applies to the Company;


 


“Company”
means Willis Group Holdings Limited, a company incorporated under the laws of
Bermuda;


 





















 


“Control”
means, with respect to any Person, the power to direct or cause the direction
of the management of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.  The terms “Controlling”
and “Controlled” have meanings
correlative to the foregoing;


 


“Director”
means such person or persons as shall be appointed to the Board from time to
time pursuant to Bye-Law 86;


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder;


 


“Failed
Shareholder Meeting” shall have the meaning as set out in Bye-Law
57;


 


“Fiscal Year” means
the 12-month (or shorter) period ending on December 31 of each calendar
year.              




“Officer”
means a person appointed by the Board pursuant to Bye-Law 113 and shall not
include an auditor of the Company;


 


“paid up”
means paid up or credited as paid up;


 


“Person”
means any individual, firm, corporation, limited liability company, trust,
joint venture, governmental authority or other entity;


 


“Preferred
Shares” means all the authorized preferred shares of the Company,
par value US$0.000115 per share;


 


“Recalled
Shareholder Meeting” shall have the meaning as set out in Bye-Law
57;


 


“Register”
means the Register of Shareholders of the Company;


 


“Registered
Office” means the registered office for the time being of the
Company;


 


2





















 


“Resident
Representative” means the person (or, if permitted in accordance
with the Companies Acts, the company) appointed by the Board to perform the
duties of resident representative set out in the Companies Acts and includes
any assistant or deputy Resident Representative appointed by the Board to
perform any of the duties of the Resident Representative;


 


“Resolution”
means a resolution of the Shareholders or, where required, of a separate class
or separate classes of Shareholders, adopted either in a general meeting or by
written resolution, in accordance with the provisions of these Bye-Laws;


 


“Seal”
means the common seal of the Company and includes any duplicate thereof;


 


“Secretary”
includes a temporary or assistant or deputy Secretary and any person appointed
by the Board to perform any of the duties of the Secretary;


 


“Shareholder”
means a shareholder or member of the Company;


 


“Shares”  means the Common Shares and the Preferred
Shares;


 


“Termination
Event” shall have the meaning as set out in Bye-Law 143;


 


“these
Bye-Laws” means these Bye-Laws in their present form or as from time
to time amended, supplemented or restated;


 


(2)           For
the purposes of these Bye-Laws, a corporation shall be deemed to be present in
person if its representative duly authorized pursuant to the Companies Acts is
present;


 


(3)           Words
importing only the singular number include the plural number and vice versa;


 


3





















 


(4)           Words
importing only the masculine gender include the feminine and neuter genders
respectively;


 


(5)           Words
importing persons include companies or associations or bodies of persons,
whether corporate or un-incorporate;


 


(6)           Reference
to writing shall include typewriting, printing, lithography, photography and other
modes of representing or reproducing words in a legible and non-transitory
form;


 


(7)           Any
words or expressions not otherwise defined in these Bye-Laws or defined in the
Companies Acts in force at the date when these Bye-Laws or any part thereof are
adopted shall bear the same meaning in these Bye-Laws or such part (as the case
may be).


 


REGISTERED OFFICE


 


2.             The
Registered Office shall be at such place in Bermuda as the Board shall from
time to time appoint.


 


SHARE RIGHTS


 


3.             Subject
to any special rights conferred on the holders of any Share or class of Shares,
any Share in the Company may be issued with or have attached thereto such
preferred, deferred, qualified or other special rights or such restrictions,
whether in regard to dividend, voting, return of capital or otherwise, as the
Company may by Resolution determine or, if there has not been any such
determination or so far as the same shall not make specific provision, as the
Board may determine.


 


4.             (1)           Subject
to the Companies Acts, any Preferred Shares may, with the sanction of a
resolution of the Board, be issued on terms:


 


4





















 


(a)           that
they are to be redeemed on the happening of a specified event or on a given
date; and/or,


 


(b)           that
they are liable to be redeemed at the option of the Company; and/or,


 


(c)           if
authorized by the memorandum of the Company, that they are liable to be
redeemed at the option of the holder; and


 


(d)           with
any such other preferred, deferred, qualified or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital or
otherwise, as the Board by resolution shall determine.


 


The terms of each class or series of
Preferred Shares shall be provided for in such resolution of the Board and shall
be attached to but shall not form part of these Bye-Laws.


 


(2)           The
Board may, at its discretion and without the sanction of a Resolution,
authorize the purchase by the Company of its own Shares of any class at any
price (whether at par or above or below par) and so that any Shares to be so
purchased may be selected in any manner whatsoever, upon such terms as the
Board may in its discretion determine; provided
always that such purchase is effected in accordance with the
provisions of the Companies Acts.


 


MODIFICATION OF RIGHTS


 


5.                             Subject
to the Companies Acts and except as otherwise set forth in theses Bye-Laws, all
or any of the special rights for the time being attached to any class of Common
Shares for the time being issued may from time to time (whether or not


 


5





















 


the Company is being wound up) be altered or
abrogated with the sanction of a Resolution passed at a separate general
meeting of the holders of Common Shares of that class, voting in person or by
proxy and representing at least a majority of the votes cast by holders of
Common Shares of that class at such separate general meeting.  To any such separate general meeting, all the
provisions of these Bye-Laws as to general meetings of the Company shall mutatis mutandis apply, but so that the
necessary quorum shall be two or more persons holding or representing by proxy
Common Shares of the relevant class representing a majority of the votes that
may be cast by all holders of Common Shares of that class, that every holder of
Common Shares of the relevant class shall be entitled on a poll to the number
of votes for every such Common Share held by him determined in accordance with
Bye-Law 11 and that any holder of Common Shares of the relevant class present
in person or by proxy may demand a poll; provided,
however, that if the Company or a class of Common Shares shall have
only one Shareholder, one Shareholder present in person or by proxy shall
constitute the necessary quorum.  Subject
to the Companies Acts and except as otherwise set forth in these Bye-Laws, all
or any of the special rights for the time being attached to any class or series
of Preferred Shares for the time being issued may from time to time (whether or
not the Company is being wound up) be altered or abrogated with the requisite
consent or vote of the holders of such class or series as shall be set forth in
a schedule to the Bye-Laws (which shall not form part of these Bye-Laws)
relating to such class or series at the time when such class or series is
issued.


 


6





















 


6.                             The
special rights conferred upon the holders of any Shares or class of Shares
shall not, unless otherwise expressly provided in the rights attaching to or
the terms of issue of such Shares, be deemed to be altered by the creation or
issue of further Shares ranking prior to, pari
passu with or subsequent to such Shares.


 


SHARES


 


7.                             Subject
to the provisions of these Bye-Laws, the unissued Shares of the Company
(whether forming part of the original capital or any increased capital) shall
be at the disposal of the Board, which may offer, allot, grant options over or
otherwise dispose of them to such persons, at such times and for such
consideration and upon such terms and conditions as the Board may determine,
but no Share may be issued at a discount.


 


8.                             The
Board may, in connection with the issue of any Shares, exercise all powers of
paying commission and brokerage conferred or permitted by law.


 


9.                             Except
as ordered by a court of competent jurisdiction or as required by law, no
person shall be recognized by the Company as holding any Share upon trust and
the Company shall not be bound by or required 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 otherwise provided in these Bye-Laws, or by law) any other
right in respect of any Share except an absolute right to the entirety thereof
in the registered holder.


 


7





















 


SHARE CAPITAL


 


10.                           The
authorized share capital of the Company at the date of adoption of these
Bye-Laws is U.S.$575,000, divided into 4,000,000,000 Common Shares and
1,000,000,000 Preferred Shares.


 


11.                           Each
holder of record of Common Shares on the relevant record date shall be entitled
to cast one vote for each Common Share at any general meeting of Shareholders
of the Company.


 


12.                           Except
as otherwise required by the Companies Acts, the holders of Common Shares shall
vote as a single class on all matters with respect to which a vote of
Shareholders is required under applicable law, these Bye-Laws or on which a
vote of Shareholders is otherwise duly called for by the Company.


 


CERTIFICATES


 


13.                           The
preparation, issue and delivery of certificates shall be governed by the
Companies Acts.  In the case of a Share
held jointly by several persons, delivery of a certificate to one of several
joint holders shall be sufficient delivery to all.


 


14.                           If
a Share certificate is defaced, worn-out, lost or destroyed, it may be replaced
on such terms (if any) as to evidence an indemnity and to payment of the costs
and out of pocket expenses of the Company in investigating such evidence and
preparing such indemnity as the Board may think fit and, in case of defacement
and wear, on delivery of the old certificate to the Company.


 


15.                           Every
Shareholder shall be entitled without payment to one certificate for all the
Shares of each class held by him (and, upon transferring a part of his holding
of Shares of any class, to a certificate for the balance of such holding) or
several


 


8





















 


certificates each for one or more of his
Shares upon payment for every certificate after the first of such reasonable
sum as the Directors may determine.  All
certificates for share or loan capital or other securities of the Company
(other than letters of allotment, scrip certificates and other like documents)
shall, except to the extent that the terms and conditions for the time being
relating thereto otherwise provide, be issued under the Seal.  The Board may by resolution determine, either
generally or in any particular case, that any signatures on any such
certificates need not be autographic but may be affixed to such certificates by
some mechanical means or may be printed thereon or that such certificates need
not be signed by any persons, or may determine that a representation of the
Seal may be printed on any such certificates.


 


16.                           Nothing
in these Bye-Laws shall prevent title to any securities of the Company from
being evidenced and/or transferred without a written instrument in accordance
with regulations made from time to time in this regard under the Companies
Acts, and the Board shall have the power to implement any arrangements which it
may think fit for such evidencing and/or transfer which accord with those
regulations.


 


LIEN


 


17.                           The
Company shall have a first and paramount lien on every Share (not being a fully
paid Share) for all monies, whether presently payable or not, called or
payable, at a date fixed by or in accordance with the terms of issue of such
Share in respect of such Share.  The
Company shall also hold a first and paramount lien on every share registered in
the name of a person indebted or under liability to the


 


9





















 


Company (whether be in the sole registered
holder or one of two or more joint holders) for all amounts owed by him or his
estate to the Company (whether presently payable or not).  The Company’s lien on a Share shall extend to
all dividends payable thereon.  The Board
may at any time, either generally or in any particular case, waive any lien
that has arisen or declare any Share to be wholly or in part exempt from the
provisions of this Bye-Law.


 


18.                           The
Company may sell, in such manner as the Board may think fit, any Share on which
the Company has a lien but no sale shall be made unless some sum in respect of
which the lien exists is presently payable nor until the expiration of 14 days
after a notice in writing, stating and demanding payment of the sum presently
payable and giving notice of the intention to sell in default of such payment,
has been served on the holder for the time being of the Share or to a person
entitled to it in consequence of the death or bankruptcy of the holder.


 


19.                           The
net proceeds of sale by the Company of any Shares on which it has a lien, after
the payment of the costs, shall be applied in or towards payment or discharge
of the debt or liability in respect of which the lien exists so far as the same
is presently payable, and any residue shall (upon surrender to the Company for
cancellation of the certificates for the Shares sold and subject to a like lien
for debts or liabilities not presently payable as existed upon the Share prior
to the sale) be paid to the person who was the holder of the Share immediately
before such sale.  For giving effect to
any such sale, the Board may authorize some person to transfer the Share sold to
the purchaser thereof.  The purchaser
shall be registered as the holder of the Share and he shall not be bound to see
to the


 


10





















 


application of the purchase money, nor shall
his title to the Share be affected by any irregularity or invalidity in the
proceedings relating to the sale.


 


20.                           Whenever
any law for the time being of any country, state or place imposes or purports
to impose any immediate or future or possible liability upon the Company to
make any payment or empowers any government or taxing authority or government
official to require the Company to make any payment in respect of any Shares
registered in any of the Company’s registers as held either jointly or solely
by any Shareholder or in respect of any dividends, bonuses or other monies due
or payable or accruing due or which may become due or payable to such
Shareholder by the Company on or in respect of any Shares registered as
aforesaid or for or on account or in respect of any Shareholder and whether in
consequence of:


 


(a)           the
death of such Shareholder;


 


(b)           the
non-payment of any income tax or other tax by such Shareholder;


 


(c)           the
non-payment of any estate, probate, succession, death, stamp, or other duty by
the executor or administrator of such Shareholder or by or out of his estate;
or


 


(d)           any
other act or thing;


 


in every such case (except to the extent that the rights conferred upon
holders of any class of Shares render the Company liable to make additional
payments in respect of sums withheld on account of the foregoing):


 


(i)                            the
Company shall be fully indemnified by such Shareholder or his executor or


 


11





















 


administrator from all liability;


 


(ii)                           the
Company shall have a lien upon all dividends and other monies payable in respect
of the Shares registered in any of the Company’s registers as held either jointly
or solely by such Shareholder for all monies paid or payable by the Company in
respect of such Shares or in respect of any dividends or other monies as
aforesaid thereon or for or on account or in respect of such Shareholder under or
in consequence of any such law together with interest at the rate of 15% per annum
thereon from the date of payment to date of repayment and may deduct or set off
against such dividends or other monies payable as aforesaid any monies paid or
payable by the Company as aforesaid together with interest as aforesaid;


 


(iii)                          the
Company may recover as a debt due from such Shareholder or his executor or administrator
wherever constituted any monies paid by the Company under or in consequence of
any such law and interest thereon at the rate and for the period aforesaid in
excess of any dividends or other monies as aforesaid then due or payable by the
Company; and


 


(iv)                          the
Company may if any such money is paid or payable by it under any such law as
aforesaid refuse to register a transfer of any Shares by any such Shareholder
or his executor or administrator until such money and interest as aforesaid is
set off or deducted as aforesaid or in case the same exceeds the amount of any
such dividends or other monies as aforesaid then due or payable by the Company
until such excess is paid to the Company.


 


Subject to the rights conferred upon the holders of any class of Shares,
nothing herein contained shall prejudice or affect any right or remedy which
any law may confer or purport to confer on


 


12





















 


the Company and as between the Company and every such Shareholder as
aforesaid, his executor, administrator and estate wheresoever constituted or
situate, any right or remedy which such law shall confer or purport to confer
on the Company shall be enforceable by the Company.


 


CALLS ON SHARES


 


21.                           The
Board may from time to time make calls upon the Shareholders in respect of any
monies unpaid on their Shares (whether on account of the par value of the
Shares or by way of premium) and not by the terms of issue thereof made payable
at a date fixed by or in accordance with such terms of issue, and each
Shareholder shall (subject to the Company serving upon him at least 14 days
notice specifying the time or times and place of payment) pay to the Company at
the time or times and place so specified the amount called on his Shares.  A call may be revoked or postponed as the
Board may determine.


 


22.                           A
call may be made payable by installments and shall be deemed to have been made
at the time when the resolution of the Board authorizing the call was passed.


 


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


 


24.                           If
a sum called in respect of the Share shall not be paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum from the day appointed for the payment thereof to the time
of actual payment at such rate as the Board may determine, but the Board shall
be at liberty to waive payment of such interest wholly or in part.


 


25.                           Any
sum which, by the terms of issue of a Share, becomes payable on allotment or at
any date fixed by or in accordance with such terms of issue, whether on


 


13





















 


account of the nominal amount of the Share or
by way of premium, shall for all the purposes of these Bye-Laws be deemed to be
a call duly made, notified and payable on the date on which, by the terms of
issue, the same becomes payable and, in case of non-payment, all the relevant
provisions of these Bye-Laws as to payment of interest, forfeiture or otherwise
shall apply as if such sum had become payable by virtue of a call duly made and
notified.


 


26.                           The
Board may on the issue of Shares differentiate between the allottees or holders
as to the amount of calls to be paid and the times of payment.


 


FORFEITURE OF SHARES


 


27.                           If
a Shareholder fails to pay any call or installment of a call on the day
appointed for payment thereof, the Board may at any time thereafter during such
time as any part of such call or installment remains unpaid serve a notice on
him requiring payment of so much of the call or installment as is unpaid,
together with any interest which may have accrued.


 


28.                           The
notice shall name a further day (not being less than 14 days from the date of
the notice) on or before which, and the place where, the payment required by
the notice is to be made and shall state that, in the event of non-payment on
or before the day and at the place appointed, the Shares in respect of which
such call is made or installment is payable will be liable to be forfeited.  The Board may accept the surrender of any
Share liable to be forfeited hereunder and, in such case, references in these
Bye-Laws to forfeiture shall include surrender.


 


29.                           If
the requirements of any such notice as aforesaid are not complied with, any
Share in respect of which such notice has been given may at any time
thereafter,


 


14





















 


before payment of all calls or installments
and interest due in respect thereof has been made, be forfeited by a resolution
of the Board to that effect.  Such
forfeiture shall include all dividends declared in respect of the forfeited
Shares and not actually paid before the forfeiture.


 


30.                           When
any Share has been forfeited, notice of the forfeiture shall be served upon the
person who was before forfeiture the holder of the Share; but no forfeiture
shall be in any manner invalidated by any omission or neglect to give such
notice as aforesaid.


 


31.                           A
forfeited Share shall be deemed to be the property of the Company and may be
sold, re-allotted or otherwise disposed of either to the person who was, before
forfeiture, the holder thereof or entitled thereto or to any other person upon
such terms and in such manner as the Board shall think fit, and at any time
before a sale, re-allotment or disposition the forfeiture may be cancelled on
such terms as the Board may think fit.


 


32.                           A
person whose Shares have been forfeited shall thereupon cease to be a
Shareholder in respect of them and shall surrender to the Company for cancellation
the certificate for the forfeited Shares but shall, notwithstanding the
forfeiture, remain liable to pay to the Company all monies which at the date of
forfeiture were presently payable by him to the Company in respect of the
Shares with interest thereon at such rate as the Board may determine from the
date of forfeiture until payment, and the Company may enforce payment without
being under any obligation to make any allowance for the value of the Shares
forfeited.  The Board may waive payment
of the sums due wholly or in part.


 


15





















 


33.                           An
affidavit in writing that the deponent is a Director of the Company or the
Secretary and that a Share has been duly forfeited on the date stated in the
affidavit shall be conclusive evidence of the facts therein stated as against
all persons claiming to be entitled to the Share.  The Company may receive the consideration (if
any) given for the Share on the sale, re-allotment or disposition thereof and
the Board may authorize some person to transfer the Share to the person to whom
the same is sold, re-allotted or disposed of, and he shall thereupon be
registered as the holder of the Share and shall not be bound to see to the
application of the purchase money (if any) nor shall his title to the Share be
affected by any irregularity or invalidity in the proceedings relating to the
forfeiture, sale, re-allotment or disposal of the Share.


 


TRANSFER OF SHARES


 


34.                           Subject
to the Companies Act and to any such of the restrictions contained in these
Bye-Laws as may be applicable, any Shareholder may transfer all or any of his
Shares.  The instrument of transfer of a
Share may be in any usual common form or in any other form which the Board may approve
and shall be executed by or on behalf of the transferor and, unless the Share
is fully paid, by or on behalf of the transferee, and the transferor shall be
deemed to remain the holder of the Share until the name of the transferee is
entered into the register of members in respect thereof.


 


35.                           If
the Company is under a contractual obligation to register or to refuse to
register the transfer of a Share to any person, the Board shall act in
accordance with such obligation and register or refuse to register the transfer
of a Share to such person,


 


16





















 


whether or not it is a fully-paid Share or a
Share on which the Company has a lien. 
Subject to the previous sentence, the Board may, in their absolute
discretion and without giving any reason, refuse to register the transfer of a
Share, whether or not it is a fully-paid Share or a Share on which the Company
has a lien or, if applicable, whether or not the permission of the Bermuda
Monetary Authority to the transfer has not been obtained.


 


36.                           If
the Board refuses to register a transfer of a Share, they shall within two
months after the date on which the transfer was lodged with the Company send to
the transferee notice of the refusal.


 


37.                           No
fee shall be charged for the registration of any instrument of transfer or
other document relating to or affecting the title to any Share, or otherwise
making an entry in the Register relating to any Share.


 


38.                           The
Company shall be entitled to retain any instrument of transfer which is
registered, but any instrument of transfer which the Board refuse to register
shall be returned to the person lodging it when notice of the refusal is given.


 


REGISTER OF SHAREHOLDERS


 


39.                           The
Company shall establish and maintain the Register in the manner prescribed by
the Companies Acts.  Unless the Board
otherwise determines, the Register shall be open to inspection in the manner
prescribed by the Companies Acts between 9:00 a.m. and 5:00 p.m. in
Bermuda, on every working day.  Unless
the Board so determines, no Shareholder or intending Shareholder shall be
entitled to


 


17





















 


have entered in the Register any indication
of any trust or any equitable, contingent, future or partial interest in any
Share or any interest in any fractional part of a Share, and if any such entry
exists or is permitted by the Board it shall not be deemed to abrogate any of
the provisions of Bye-Law 9.


 


40.                           Subject
to the provisions of the Companies Acts, the Company may keep one or more
overseas or branch registers in any place, and the Board may make, amend and
revoke any such regulations as it may think fit respecting the keeping of such
registers.


 


REGISTER OF DIRECTORS AND OFFICERS


 


41.                           The
Secretary shall establish and maintain a register of the Directors and Officers
of the Company as required by the Companies Acts.  The register of Directors and Officers shall
be open to inspection in the manner prescribed by the Companies Acts between
9:00 a.m. and 5:00 p.m. in Bermuda, on every working day.


 


TRANSMISSION OF SHARES


 


42.                           In
the case of the death of a Shareholder, the survivor or survivors, where the
deceased was a joint holder, and the estate representative, where he was sole
holder, shall be the only person recognized by the Company as having any title
to his Shares; but nothing herein contained shall release the estate of a
deceased holder (whether the sole or joint) from any liability in respect of
any Share held by him solely or jointly with other persons.  For the purpose of this Bye-Law, estate
representative means the person to whom probate or letters of administration
has or have been granted in Bermuda or such other person who obtains title to
the decreased holder’s interest pursuant to an analogous process


 


18





















 


outside Bermuda, or, failing any such person,
such other person as the Board may in its absolute discretion determine to be
the person recognized by the Company for the purpose of this Bye-Law.


 


43.                           Any
person becoming entitled to a Share in consequence of the death of a
Shareholder or otherwise by operation of applicable law may, subject as
hereafter provided and upon such evidence being produced as may from time to
time be required by the Board as to his entitlement, either be registered himself
as the holder of the Share or elect to have some person nominated by him
registered as the transferee thereof.  If
the person so becoming entitled elects to be registered himself, he shall
deliver or send to the Company a notice in writing signed by him stating that
he so elects.  If he shall elect to have
his nominee registered, he shall signify his election by signing an instrument
of transfer of such Share in favor of his nominee.  All the limitations, restrictions and
provisions of these Bye-Laws relating to the right to transfer and the
registration of transfer of Shares shall be applicable to any such notice or
instrument of transfer as aforesaid as if the death of the Shareholder or other
event giving rise to the transmission had not occurred and the notice or
instrument of transfer was an instrument of transfer signed by such
Shareholder.


 


44.                           A
person becoming entitled to a Share in consequence of the death of a
Shareholder or otherwise by operation of applicable law shall (upon such
evidence being produced as may from time to time be required by the Board as to
his entitlement) be entitled to receive and may give a discharge for any
dividends or other moneys payable in respect of the Share, but he shall not be
entitled in


 


19





















 


respect of the Share to receive notices of or
to attend or vote at general meetings of the Company or, save as aforesaid, to
exercise in respect of the Share any of the rights or privileges of a
Shareholder until he shall have become registered as the holder thereof.  The Board may at any time give notice
requiring such person to elect either to be registered himself or to transfer
the Share and, if the notice is not complied with within 60 days, the Board may
thereafter withhold payment of all dividends and other moneys payable in
respect of the Shares until the requirements of the notice have been complied
with.


 


45.                           Subject
to any directions of the Board from time to time in force, the Secretary may
exercise the powers and discretions of the Board under Bye-Laws 42, 43 and 44.


 


INCREASE OF CAPITAL


 


46.                           The
Company may from time to time increase its capital by such sum to be divided
into new Shares of such par value as the Company by Resolution shall prescribe.


 


47.                           The
Company may, by the Resolution increasing the capital, direct that the new
Shares or any of them shall be offered in the first instance either at par or
at a premium to all the holders for the time being of Shares of any class or
classes in proportion to the number of such Shares held by them respectively or
make any other provision as to the issue of the new Shares.


 


48.                           The
new Shares shall be subject to all the provisions of these Bye-Laws with
reference to lien, the payment of calls, forfeiture, transfer, transmission and
otherwise.


 


20





















 


ALTERATION OF CAPITAL


 


49.                           The
Company may from time to time by Resolution in accordance with these Bye-Laws:


 


(1)           divide
its Shares into several classes and attach thereto respectively any
preferential, deferred, qualified or special rights, privileges or conditions;


 


(2)           consolidate
and divide all or any of its share capital into Shares of larger par value than
its existing Shares;


 


(3)           sub-divide
its Shares or any of them into shares of smaller par value than is fixed by its
memorandum of association, so, however, that in the sub-division the proportion
between the amount paid and the amount, if any, unpaid on each reduced Share
shall be the same as it was in the case of the Share from which the reduced
Share is derived;


 


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


 


(5)           cancel
Shares which, at the date of the passing of the Resolution in that behalf, have
not been taken or agreed to be taken by any person, and diminish the amount of
its share capital by the amount of the Shares so canceled; and


 


(6)           change
the currency denomination of its share capital.


 


Where any difficulty arises in regard to any
division, consolidation or subdivision under this Bye-Law, the Board may settle
the same as it thinks expedient and, in particular, may arrange for the sale of
the Shares representing fractions and the distribution of the net proceeds of
sale in due proportion amongst the Shareholders who would have been entitled to
the fractions, and for this purpose the Board may authorize some person to
transfer the Shares representing fractions


 


21





















 


to the purchaser thereof, who shall not be
bound to see to the application of the purchase money nor shall his title to
the Shares be affected by an irregularity or invalidity in the proceedings
relating to the sale.


 


50.                           Subject
to the Companies Acts and to any confirmation or consent required by law or
these Bye-Laws, the Company may by Resolution from time to time convert any
Preferred Shares into redeemable Preferred Shares.


 


REDUCTION OF CAPITAL


 


51.                           Subject
to the Companies Acts, its memorandum of association and any confirmation or
consent required by law or these Bye-Laws, the Company may from time to time by
Resolution authorize the reduction of its issued share capital, capital
redemption reserve or any share premium account in any manner.


 


52.                           In
relation to any such reduction, the Company may by Resolution determine the
terms upon which such reduction is to be effected including in the case of a
reduction of part only of a class of Shares, those Shares to be affected.


 


GENERAL MEETINGS AND WRITTEN RESOLUTIONS


 


53.           (1)           The
Board shall convene, and the Company shall hold, general meetings as Annual
General Meetings in accordance with the requirements of the Companies Acts at
such times and places as the Board shall appoint.  The Board or the Chairman or Deputy Chairman
of the Board may, whenever each thinks fit, and shall, when requisitioned by
Shareholders pursuant to the provisions of the Companies Acts, convene general
meetings other than Annual General Meetings which shall be called Special
General Meetings.


 


22





















 


(2)           Except
in the case of the removal of auditors and Directors, anything which may be
done by Resolution of the Company in general meeting or by Resolution of a
meeting of any class of the Shareholders of the Company may, without a meeting
and without any previous notice being required, be done by Resolution in
writing, signed by all of the Shareholders or any class thereof or their
proxies, or in the case of a Shareholder that is a corporation (whether or not
a company within the meaning of the Companies Acts) on behalf of such
Shareholder, being all of the Shareholders of the Company (or any class
thereof) who at the date of the Resolution in writing would be entitled to
attend a meeting and vote on the Resolution. 
Such Resolution in writing may be signed in as many counterparts as may
be necessary.


 


(3)           For
the purposes of this Bye-Law, the date of the Resolution in writing is the date
when the Resolution is signed by, or on behalf of, the last Shareholder to sign
and any reference in any enactment to the date of passing of a resolution is,
in relation to a resolution in writing made in accordance with this section, a
reference to such date.


 


(4)           A
Resolution in writing made in accordance with this Bye-Law is as valid as if it
had been passed by the Company in general meeting or, if applicable, by a
meeting of the relevant class of Shareholders of the Company, as the case may
be.  A Resolution in writing made in
accordance with this section shall constitute minutes for the purposes of
the Companies Acts and these Bye-Laws.


 


23





















 


NOTICE OF GENERAL MEETINGS


 


54.           (1)           An
Annual General Meeting shall be called by not less than 21 days notice in
writing, and a Special General Meeting shall be called by not less than 7 days
notice in writing.  The notice shall
specify the place, day and time of the meeting and the nature of the business
to be considered.   Notice of every
general meeting shall be given in any manner permitted by Bye-Laws 138 and 139
to all Shareholders other than such as, under the provisions of these Bye-Laws
or the terms of issue of the Shares they hold, are not entitled to receive such
notice from the Company and to each Director and to any Resident Representative
who or which has delivered a written notice upon the Registered Office
requiring that such notice be sent to him or it.


 


(2)           A
Shareholder present, either in person or by proxy, at any meeting of the
Company or of the holders of any class of Shares in the Company shall be deemed
to have received notice of the meeting and, where requisite, of the purposes
for which it was called.


 


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


 


PROCEEDINGS AT GENERAL MEETINGS


 


56.                           No
business shall be transacted at any general meeting unless a quorum is present,
but the absence of a quorum shall not preclude the appointment, choice or
election


 


24





















 


of a chairman which shall not be treated as
part of the business of the meeting. 
Shareholders holding at least 50% of the issued and outstanding Common
Shares present in person or by proxy and entitled to vote shall be a quorum for
all purposes; provided, however,
that if the Company or a class of Shareholders shall have only one Shareholder,
one Shareholder present in person or by proxy shall constitute the necessary
quorum.


 


57.                           If
within five minutes (or such longer time as the chairman of the meeting may
determine to wait) after the time appointed for the meeting, a quorum is not
present and the meeting was called in accordance with Bye-Law 54 (a “Failed
Shareholder Meeting”), the meeting, if convened on the requisition of
Shareholders, shall be dissolved.  In any
other case, it shall stand adjourned to such other day and such other time and
place as the chairman of the meeting may determine.  If a Failed Shareholder Meeting occurs and
another meeting for the purpose of transacting the same business as set forth
in the notice with respect to the Failed Shareholder Meeting (the “Recalled
Shareholder Meeting”) is called in accordance with Bye-Law 54 upon at least 7
days prior written notice to all Shareholders, then a quorum for the Recalled
Shareholder Meeting shall not require inclusion of the Shares held by the
Shareholders who failed to attend the Failed Shareholder Meeting, in
calculating the quorum for the Recalled Shareholder Meeting.


 


58.                           A
meeting of the Shareholders or any class thereof may be held by means of such
telephone, electronic or other communication facilities as permits all persons


 


25





















 


participating in the meeting to communicate
with each other and participation in such meeting shall constitute presence in
person at such meeting.


 


59.                           Each
Director and the Resident Representative, if any, shall be entitled to attend
and speak at any general meeting of the Company.


 


60.                           The
Chairman (if any) of the Board or, in his absence, the Deputy Chairman shall
preside as chairman at every general meeting. 
If there is no Chairman or Deputy Chairman, or if at any meeting neither
the Chairman nor the Deputy Chairman are present within five minutes after the
time appointed for holding the meeting, or if none of them is willing to act as
chairman, the Directors present shall choose one of their number to act or if
one Director only is present he shall preside as chairman if willing to
act.  If no Director is present, or if
each of the Directors present declines to take the chair, the persons present
and entitled to vote on a poll shall elect one of their number to be chairman
of the meeting.  The chairman of the
meeting shall take such action as he thinks fit to promote the proper and
orderly conduct of the business of the meeting as laid down in the notice of
the meeting.


 


61.                           The
chairman of the meeting may, with the consent of any meeting at which a quorum
is present (and shall if so directed by the meeting), adjourn the meeting from
time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully have been transacted at
the meeting from which the adjournment took place.  When a meeting is adjourned for three months
or more, notice of the adjourned meeting shall be given as in the case of an
original meeting.


 


26





















 


62.                           If
the Board in good faith considers that it is impractical or unreasonable for
any reason to hold a general meeting on the date or at the time or place
specified in the notice calling the general meeting, the Board may postpone the
general meeting to another date, time and place.  When a meeting is so postponed, notice of the
date, time and place of the postponed meeting shall be place in accordance with
applicable law, rules and regulations and the rules and regulations
of any securities exchange or automated securities quotation system on which
any Shares may be listed or quoted.  If a
meeting is rearranged in accordance with this Bye-Law, proxy forms may be
delivered before the rearranged meeting. 
The Board may move or postpone (or both) any rearranged meeting under
this Bye-Law.


 


63.                           Save
as expressly provided by these Bye-Laws, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
meeting.


 


64.                           The
Board may direct that members or proxies wishing to attend any general meeting
should submit to such searches or other security arrangements or restrictions
as the Board shall consider appropriate in the circumstances and the chairman
of the meeting shall be entitled in his absolute discretion to refuse entry to,
or to eject from, such general meeting any member or proxy who fails to submit
to such searches or to otherwise comply with such security arrangements or
restrictions.


 


65.                           The
Board may make arrangements for any persons who the Board considers cannot be
seated in the principal meeting room, which shall be the room in which the
chairman of the meeting is situated, to attend and participate in the general


 


27





















 


meeting in an overflow room or rooms.  Any overflow room shall have a live video
link from the principal room and a two-way sound link.  The notice of any general meeting shall not
be required to give details of any arrangements under this Bye-Law.  The Board may decide, in its absolute
discretion, how to divide people between the principal room and any overflow
room.  If any overflow room is used, the
meeting shall be treated as being held and taking place in the principal
meeting room.


 


VOTING


 


66.                           Save
where a greater percentage is required by the Companies Acts or these Bye-Laws,
any question proposed for consideration at any general meeting shall be decided
on by a simple majority of votes cast at such meeting.


 


67.                           If
an amendment shall be proposed to any Resolution under consideration but shall
in good faith be ruled out of order by the chairman of the meeting, the
proceedings on the substantive Resolution shall not be invalidated by any error
in such ruling.  With the consent of the
chairman of the meeting, an amendment may be withdrawn by its proposer before
it is voted upon.


 


68.                           At
any general meeting, a Resolution put to the vote of the meeting shall be
decided on a poll.


 


69.                           The
result of the poll shall be deemed to be the Resolution of the meeting at which
the poll is taken.


 


70.                           A
poll relating to the election of a chairman, or on a question of adjournment,
shall be taken forthwith.  A poll
demanded on any other question shall be taken in such manner and either
forthwith or at such time at such meeting as the chairman


 


28





















 


shall direct. 
It shall not be necessary (unless the chairman otherwise directs) for
notice to be given of a poll.


 


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


 


72.                           On
a poll, votes may be cast either personally or by proxy.


 


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


 


74.                           In
the case of an equality of votes at a general meeting, whether on a show of
hands or on a poll, the chairman of such meeting shall not be entitled to a
second or casting vote and the resolution shall fail.


 


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


 


76.                           A
Shareholder who is a patient for any purpose of any statute or applicable law
relating to mental health or in respect of whom an order has been made by any
court having jurisdiction for the protection or management of the affairs of
persons incapable of managing their own affairs may vote, whether on a show of
hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver,
committee or curator bonis
appointed by such court and such receiver, committee, curator bonis or other person may vote on
a poll by proxy,


 


29





















 


and may otherwise act and be treated as such
Shareholder for the purpose of general meetings.


 


77.                           No
Shareholder shall, unless the Board otherwise determines, be entitled to vote
at any general meeting unless all calls or other sums presently payable by him
in respect of shares in the Company have been paid.


 


78.           (1)           If
any amendment shall be proposed by any Resolution under consideration but shall
in good faith be ruled out of order by the chairman of the meeting the
proceedings on the substantive Resolution shall not be invalidated by any error
in such ruling.  In the case of a
resolution duly proposed at a special general meeting, no amendment thereto
(other than a mere clerical amendment to correct a patent error) may in any
event be considered or voted upon, unless the chairman of the meeting in his
absolute discretion decides that it may be considered or voted upon.


 


(2)           In
the case of a Resolution duly proposed at an annual general meeting, no
amendment thereto (other than a mere clerical amendment to correct a paten
error) may be considered or voted upon unless either at least 48 hours prior to
the time appointed for holding the meeting or adjourned meeting at which such
Resolution is to be proposed, notice in writing of the terms of the amendment
and intention to move the same has been lodged at the Registered Office or the
chairman of the meeting in his absolute discretion decides that it may be
considered or voted upon.


 


79.                           If:


 


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


 


30





















 


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


 


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


 


PROXIES AND CORPORATE REPRESENTATIVES


 


80.                           The
instrument appointing a proxy shall be in writing, in any usual or common form
or in any other form which the Board may approve, under the hand of the
appointor or of his attorney authorized by him in writing or, if the appointor
is a corporation, either under its common seal or under the hand of an officer,
attorney or other person authorized to sign the same.  A proxy need not be a Shareholder.


 


81.                           Any
Shareholder may appoint a standing proxy or (if a corporation) representative
by depositing at the Registered Office a proxy or (if a corporation) an
authorization and such proxy or authorization shall be valid for all general
meetings and adjournments thereof, until notice of revocation is received at
the Registered Office.  Where a standing
proxy or authorization exists, its operation shall be deemed to have been
suspended at any general meeting or adjournment


 


31





















 


thereof at which the Shareholder is present
or in respect to which the Shareholder has specially appointed a proxy or
representative.  The Board may from time
to time require such evidence as it shall deem necessary as to the due
execution and continuing validity of any such standing proxy or authorization
and the operation of any such standing proxy or authorization shall be deemed
to be suspended until such time as the Board determines that it has received
the requested evidence or other evidence satisfactory to it.


 


82.                           Subject
to Bye-Law 80, the instrument appointing a proxy together with such other
evidence as to its due execution as the Board may from time to time require,
shall be delivered at the Registered Office or at such place as may be
specified in the notice convening the meeting or in any notice of any
adjournment or, in either case or the case of a written resolution, in any
document sent therewith prior to the holding of the relevant meeting or
adjourned meeting at which the person named in the instrument proposes to vote
or, in the case of a poll taken subsequently to the date of a meeting or
adjourned meeting, before the time appointed for the taking of the poll, or and
in default the instrument of proxy shall not be treated as valid.


 


83.                           The
Board may, if it thinks fit, send out with the notice of any meeting forms of
instruments of proxy for use at that meeting. 
The instrument of proxy shall be deemed to confer authority to demand or
join in demanding a poll and to vote on any amendment of a resolution put to
the meeting for which it is given as the proxy thinks fit.  The instrument of proxy shall unless the contrary
is stated


 


32





















 


therein be valid as well for any adjournment
of the meeting as for the meeting to which it relates.


 


84.                           A
vote given or poll demanded in accordance with the terms of an instrument of
proxy or by the duly authorized representative of a corporation shall be valid
notwithstanding the previous death or unsoundness of mind of the principal, or
revocation of the instrument of proxy or of the authority under which it was
executed, provided that no
intimation in writing of such death, insanity or revocation shall have been
received by the Company at the Registered Office (or such other place as may be
specified for the delivery of instruments of proxy in the notice convening the
meeting or other documents sent therewith) at least one hour before the
commencement of the meeting or adjourned meeting, or the taking of the poll
which the instrument of proxy is used.


 


85.                           Subject
to the Companies Acts, the Board may at its discretion waive any of the
provisions of these Bye-Laws related to proxies or authorizations and, in
particular, may accept such verbal or other assurances as it thinks fit as to
the right of any person to attend and vote on behalf of any Shareholder at
general meetings or to sign written resolutions.


 


APPOINTMENT AND REMOVAL OF DIRECTORS


 


86.                           The
Company may by Resolution determine (i) the minimum number of Directors,
which shall be not less than 2 and which is hereby set at 2 until such number
is amended by a further Resolution and (ii) the maximum number of
Directors, which shall not be more than 20 and which is hereby set at 20 until
such number is amended by a further Resolution, and any vacancies on the Board


 


33





















 


shall be deemed casual vacancies for the
purposes of these Bye-Laws.  Without
prejudice to the power of the Company by Resolution in pursuance of any of the
provisions of these Bye-Laws to appoint any person to be a Director, the Board,
so long as a quorum of Directors remains in office, shall have power at any
time and from time to time to appoint any individual to be a Director so as to
fill a casual vacancy.  A Director so
appointed shall hold office only until the next following Annual General
Meeting.  If not reappointed at such
Annual General Meeting. he shall vacate office at the conclusion thereof.


 


87.                           Except
as otherwise required by the Companies Acts and these Bye-Laws, the appointment
of any person proposed as a Director shall be effected by a separate Resolution
voted on at a general meeting pursuant to Bye-Law 66.  The Board of Directors of the Company shall
by resolution nominate such number of persons qualified to serve as independent
Directors as shall be necessary or appropriate under applicable law or the rules and
regulations of any securities exchange or automated quotation system on which
the securities of the Company may be listed.


 


88.                           No
Person shall be appointed a Director, unless:—


 


(a)           in
the case of an Annual or Special General Meeting, such person is recommended by
the Board; or


 


(b)           (i) if
the Company is a foreign private issuer within the meaning of Rule 405 of
the United States Securities Act of 1933, as amended (a “foreign private issuer”),
in the case of an Annual General Meeting, not less than 120 nor more than 150
days before the date


 


34





















 


fixed for the meeting, notice has been given
to the Company by a Shareholder qualified to vote at the meeting of the
intention to propose such person for appointment or reappointment; or


 


(ii) if the Company is not a foreign
private issuer, in the case of an Annual General Meeting, not less than 120 nor
more than 150 days before the date of the Company’s proxy statement released to
Shareholders in connection with the prior year’s Annual General Meeting, notice
executed by a Shareholder (not being the person to be proposed) has been
received by the Secretary of the Company of the intention to propose such
person for appointment, in the case of each of clause (i) and (ii),
setting forth as to each person whom the Shareholder proposes to nominate for
election or re-election as a Director (A) the name, age, business address
and residence address of such person, (B) the principal occupation or
employment of such person, (C) the class, series and number of Shares
which are beneficially owned by such person, (D) particulars which would,
if he were so appointed, be required to be included in the Company’s Register
of Directors and Officers and (E), in the case of clause (ii), all other
information relating to such person that is required to be disclosed in
solicitations for proxies for the election of directors pursuant to the rules and
regulations of the United States Securities and Exchange Commission under Section 14
of the United States Exchange Act of 1934, as


 


35





















 


amended, together with notice executed by
such person of his willingness to serve as a Director if so elected; provided, however, that no Shareholder
shall be entitled to propose any person to be appointed, elected or re-elected
Director at any Special General Meeting.


 


89.                           All
Directors, following election or appointment, must provide written acceptance
of their appointment, in such form as the Board may think fit, to the
Registered Office within 30 days of their appointment.


 


90.                           The
Shareholders may in a Special General Meeting called for that purpose remove a
Director, provided notice of any
such meeting shall be served upon the Director concerned not less that 14 days
before the meeting and he shall be entitled to be heard at that meeting.  Any vacancy created by the removal of a
Director at a Special General Meeting may be filled at such meeting by the
election of another Director in his place or, in the absence of any such
election, by the Board in accordance with Bye-Law 86.


 


RESIGNATION AND DISQUALIFICATION OF DIRECTORS


 


91.                           The
office of a Director shall be vacated upon the happening of any of the
following events:


 


(1)           if
he resigns his office in writing to the Secretary delivered to the Registered
Office or tendered at a meeting of the Board;


 


(2)           if
he becomes of unsound mind or a patient for any purpose of any statute or
applicable law relating to mental health and the Board resolves that his office
is vacated;


 


36





















 


(3)           if
he becomes bankrupt under the laws of any country or compounds with his
creditors;


 


(4)           if
he is prohibited by law from being a Director;


 


(5)           if
he ceases to be a Director by virtue of the Companies Acts or is removed from
office pursuant to these Bye-Laws; or


 


(6)           if
he shall for more than six consecutive months have been absent without
permission of the Board from meetings of the Board held during that period and
his Alternate Director (if any) shall not during such period have attended in
his stead and the Board resolves that his office be vacated.


 


Any vacancy created by the removal of a
Director pursuant to this Bye-Law 91 may be filled by the election of another
Director in his place or, in the absence of any such election, by the Board in
accordance with Bye-Law 86.


 


ALTERNATE DIRECTORS


 


92.                           A
Director (other than an Alternate Director) may appoint and remove his own
alternate director (an “Alternate Director”). 
Any appointment or removal of an Alternate Director by a Director shall
be effected by depositing a notice of appointment or removal with the Secretary
at the Registered Office, signed by such Director, and such appointment or
removal shall become effective on the date of receipt by the Secretary.  Any Alternate Director may be removed by
resolution of the Board.  Subject as
aforesaid, the office of Alternate Director shall continue until the next
annual election of Directors or, if earlier, the date on which the relevant
Director ceases to be a Director.  An
Alternate Director may


 


37





















 


also be a Director in his own right and may
act as alternate to more than one Director.


 


93.                           An
Alternate Director shall be entitled to receive notices of all meetings of
Directors, to attend, be counted in the quorum and vote at any such meeting at
which any Director to whom he is alternate is not personally present and
generally to perform all the functions of any Director to whom he is alternate
in his absence.


 


94.                           Every
person acting as an Alternate Director shall (except as regards powers to
appoint an alternate and remuneration) be subject in all respects to the
provisions of these Bye-Laws relating to Directors and shall alone be
responsible to the Company for his acts and defaults and shall not be deemed to
be the agent of or for any Director for whom he is alternate.  An Alternate Director may be paid
out-of-pocket expenses incurred in attending any meetings of Directors or
committees of Directors of which his appointee is a member and shall be entitled
to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director.  Every person acting as an Alternate Director
shall have one vote for each Director for whom he acts as alternate (in
addition to his own vote if he is also a Director).  The signature of an Alternate Director to any
resolution in writing of the Board or a committee of the Board shall, unless
the terms of his appointment provides to the contrary, be as effective as the
signature of the Director or Directors to whom he is alternate.


 


38





















 


DIRECTORS’ FEES AND ADDITIONAL REMUNERATION AND
EXPENSES


 


95.                           The
ordinary remuneration of the Directors who do not hold executive office for
their services (excluding amounts payable under any other provision of these
Bye-Laws) shall be such amount as the Board may from time to time by resolution
determine and in the absence of a determination to the contrary such fees shall
be deemed to accrue from day to day or such other amount as may be paid to the
Director pursuant to the Company’s Directors’ Deferred Compensation Plan
adopted on May 3, 2001.  Subject
thereto, each such Director shall be paid a fee (which shall be deemed to
accrue from day to day) at such rate as may from time to time be determined by
the Board.  Each Director may be paid his
reasonable travel, hotel and incidental expenses in attending and returning
from meetings of the Board or committees constituted pursuant to these Bye-Laws
or General Meetings and shall be paid all expenses properly and reasonably
incurred by him in the conduct of the Company’s business or in the discharge of
his duties as a Director.  Any Director
who, by request, goes or resides abroad for any purposes of the Company or who
performs services which in the opinion of the Board go beyond the ordinary
duties of a Director may be paid such extra remuneration (whether by way of
salary, commission, participation in profits or otherwise) as the Board may
determine, and such extra remuneration shall be in addition to any remuneration
provided for by or pursuant to any other Bye-Law.


 


39





















 


DIRECTORS’ INTERESTS


 


96.           (1)           A
Director may hold any other office or place of profit with the Company (except
that of auditor) in conjunction with his office of Director for such period and
upon such terms as the Board may determine, and may be paid such extra
remuneration therefor (whether by way of salary, commission, participation in
profits or otherwise) as the Board may determine, and such extra remuneration
shall be in addition to any remuneration provided for by or pursuant to any
other Bye-Law.


 


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


 


(3)           Subject
to Companies Acts, a Director may notwithstanding his office be a party to, or
otherwise interested in, any transaction or arrangement with the Company or in
which the Company is otherwise interested; and be a director or other officer
of, or employed by, or a party to any transaction or arrangement with, or
otherwise interested in, any body corporate promoted by the Company or in which
the Company is interested.  The Board may
also cause the voting power conferred by the shares in any other company held
or owned by the Company to be exercised in such manner in all respects as it
thinks fit, including the exercise thereof in favor of any resolution
appointing the Directors or any of them to be directors or officers of such
other company, or voting or providing for the payment of remuneration to the
directors or officers of such company.


 


(4)           So
long as, where it is necessary, he declares the nature of his interest at the
first opportunity at a meeting of the Board or by writing to the Directors as
required by the Companies Acts, a Director shall not by reason of his office be
accountable to


 


40





















 


the Company for any benefit which he derives
from any office or employment to which these Bye-Laws allow him to be appointed
or from any transaction or arrangement in which these Bye-Laws allow him to be
interested, and no such transaction or arrangement shall be liable to be
avoided on the ground of any interest or benefit.


 


(5)           Subject
to the Companies Acts and any further disclosure required thereby, a general
notice to the Directors by a Director or Officer declaring that he is a
director or officer of, or has an interest in, a Person and is to be regarded
as interested in any transaction or arrangement made with that Person, shall be
sufficient declaration of interest in relation to any transaction or
arrangement so made.


 


(6)           A
Director who has disclosed his interest in a transaction or arrangement with
the Company, or in which the Company is otherwise interested, may be counted in
the quorum and vote at any meeting at which such transaction or arrangement is
considered by the Board.


 


(7)           Subject
to the Companies Acts and any further disclosure required thereby, a general
notice to the Directors by a Director or Officer declaring that he is a
director or officer or has an interest in a person and is to be regarded as
interested in any transaction or arrangement made with that person, shall be a
sufficient declaration of interest in relation to any transaction or
arrangement so made.


 


(8)           For
the purposes of these Bye-Laws, without limiting the generality of the
foregoing, a Director is deemed to have an interest in a transaction or
arrangement with the Company if he is the holder or beneficially interested in
five percent or


 


41





















 


more of any class of the equity share capital
of any body corporate (or any other body corporate through which his interest
derived) or of the voting rights available to members of the relevant body
corporate with which the Company is proposing to enter into a transaction or
arrangement, provided that there shall be disregarded any shares held by such
Director as bare or custodian trustee and in which the Director’s interest is
in reversion or remainder if and so long as some other person is entitled to
receive the income thereof, and any shares comprised in an authorized unit
trust, investment trust company or in any other mutual fund in which the
Director is only interested as an investor. For the purposes of this Bye-Law,
an interest of a person who is connected with a Director shall be treated as an
interest of the Director.


 


POWERS AND DUTIES OF THE BOARD


 


97.                           Subject
to the provisions of the Companies Acts and these Bye-Laws and to any
directions given by the Company by Resolution, the Board shall manage the
business of the Company and may pay all expenses incurred in promoting and
incorporating the Company and may exercise all the powers of the Company.  No alteration of these Bye-Laws and no such
direction shall invalidate any prior act of the Board which would have been
valid if that alteration had not been made or that direction had not been
given.  The powers given by this Bye-Law
shall not be limited by any special power given to the Board by these Bye-Laws
and a meeting of the Board at which a quorum is present shall be competent to
exercise all the powers, authorities and discretions for the time being vested
in or exercisable by the Board.


 


42





















 


98.                           The
Board may exercise all the powers of the Company to borrow money and to
mortgage or charge all or any part of its undertaking, property and assets
(present and future) and uncalled capital of the Company or any part or parts
thereof and to issue debentures and other securities, whether outright or as
collateral security for any debt, liability or obligation of the Company or of
any other persons.


 


99.                           All
checks, promissory notes, drafts, bills of exchange and other instruments,
whether negotiable or transferable or not, and all receipts for money paid to
the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as
the case may be, in such manner as the Board shall from time to time by
resolution determine.


 


GRATUITIES, PENSIONS AND INSURANCE


 


100.         (1)           The
Board on behalf of the Company may provide benefits, whether by the payment of
gratuities or pensions, death or disability benefits or otherwise, for any
person including any Director or former Director who has held an executive
office or employment with the Company or with any body corporate which is or
has been a subsidiary or affiliate of the Company or a predecessor in the
business of the Company or of any such subsidiary or affiliate, and to any
member of his family or any person who is or was dependent on him, and may
contribute to any fund and pay premiums for the purchase or provision of any
such gratuity, pension or other benefit, or for the insurance of any such
person.


 


(2)           Without
prejudice to the provisions of Bye-Laws 145 and 146, the Board shall have the
power to purchase and maintain insurance for or for the benefit of any persons
who are or were at any time Directors, Officers or employees of the


 


43





















 


Company or of any other company which is its
holding company or in which the Company or such holding company has an interest
whether direct or indirect or which is in any way allied to or associated with
the Company or of any subsidiary undertaking of the Company or any such other
company, or who are or were at any time trustees of any pension fund or
employees’ share plan in which employees of the Company or of any such other
company or subsidiary undertaking are interested, including (without prejudice
to the generality of the foregoing) insurance against any liability incurred by
such persons in respect of any act or omission in the actual or purported execution
or discharge of their duties or in the exercise or purported exercise of their
powers or otherwise in relation to their duties, powers or offices in relation
to the Company or any such other company, subsidiary undertaking or pension
fund or employees’ share plan.


 


(3)           No
Director or former Director shall be accountable to the Company or the
Shareholders for any benefit provided pursuant to this Bye-Law 100 and the
receipt of any such benefit shall not disqualify any person from being or
becoming a Director of the Company.


 


DELEGATION OF THE BOARD’S POWERS


 


101.                         The
Board may by power of attorney appoint any company, firm or person or any
fluctuating body of persons, whether nominated directly or indirectly by the
Board, to be the attorney or attorneys of the Company for such purposes and
with such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Board under these Bye-Laws) and for such period and subject
to such conditions as it may think fit, and any such power of attorney may
contain


 


44





















 


such provisions for the protection and
convenience of persons dealing with any such attorney and of such attorney as
the Board may think fit, and may also authorize any such attorney to
sub-delegate all or any of the powers, authorities and discretions vested in
him.


 


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


 


103.                         The
Board may delegate any of its powers, authorities and discretions (including,
without prejudice to the generality of the foregoing, all powers and
discretions whose exercise includes or may include the payment of remuneration
to or the conferring of any other benefit on all or any of the Directors) to
committees, consisting of such person or persons (whether a member or members
of its body or not) as it thinks fit. 
Any committee so formed shall, in the exercise of the powers, authorities
and discretions so delegated, and in conducting its proceedings conform to any
regulations which may be imposed upon it by the Board.  Any such committee shall, unless the Board
otherwise resolves, have power to sub-delegate to subcommittees any of the powers
or discretions delegated to it.  If no
regulations are imposed by the Board the proceedings of a committee with two or
more members shall be, as far as is practicable, governed by the Bye-Laws
regulating the proceedings of the Board.


 


45





















 


PROCEEDINGS OF THE BOARD


 


104.                         The
Board may meet for the dispatch of business, adjourn and otherwise regulate its
meetings as it thinks fit.  Except as
otherwise required by the Companies Acts or by these Bye-Laws, questions
arising at any meeting shall be determined by a majority of votes cast by
Directors present or represented and entitled to vote on such actions at a duly
convened meeting at which a quorum was present. 
A Director who is also an Alternate Director shall be entitled in the
absence of his appointor to a separate vote on behalf of his appointor in
addition to his own vote.  In the case of
an equality of votes, the Chairman shall have a second or casting vote.  A Director may, and the Secretary on the requisition
of a Director shall, at any time summon a meeting of the Board.


 


105.                         Notice
of a meeting of the Board shall be deemed to be duly given to a Director if it
is given to him personally or by word of mouth or sent to him by post, cable,
telex, telecopier or other mode of representing or reproducing words in a
legible and non-transitory form at his last known address or any other address
given by him to the Company for this purpose. 
A Director may retrospectively waive the requirement for notice of any
meeting by consenting in writing to the business conducted at the meeting.


 


106.         (1)           The
quorum necessary for the transaction of the business of the Board may be fixed
by the Board and, unless so fixed at any other number, shall be two
individuals.  A person who holds office
only as an Alternate Director shall, if his appointor is not present, be
counted in the quorum.  No Shareholder
shall cause, directly or indirectly, any Director nominated by such Shareholder
to fail to attend any meeting of the Board for purposes of removing the
quorum.  Any Director


 


46





















 


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


 


(2)           The
Resident Representative shall, upon delivering written notice of an address for
the purposes of receipt of notice, to the Registered Office, be entitled to
receive notice of, attend and be heard at, and to receive minutes of all
meetings of the Board.


 


107.                         So
long as a quorum of Directors remains in office, the continuing Directors may
act notwithstanding any vacancy in the Board but, if no such quorum remains,
the continuing Directors or a sole continuing Director may act only for the
purpose of calling a general meeting.


 


108.                         The
Chairman of the Board or, in his absence, the Deputy Chairman shall preside as
chairman at every meeting of the Board. 
If at any meeting the Chairman or Vice Chairman is or are not present
within five minutes after the time appointed for holding the meeting, or is or
are not willing to act as chairman, the Directors present may choose one of
their number to be chairman of the meeting.


 


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


 


110.                         A
resolution in writing signed by all the Directors for the time being entitled
to receive notice of a meeting of the Board or by all the members of a
committee for


 


47





















 


the time being shall be as valid and
effectual as a resolution passed at a meeting of the Board or, as the case may
be, of such committee duly called and constituted.  Such resolution may be contained in one document
or in several documents in the like form each signed by one or more of the
Directors or members of the committee concerned.


 


111.                         A
meeting of the Board or a committee appointed by the Board may be held by means
of such telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously and participation in such a meeting shall
constitute presence in person at such meeting.


 


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


 


OFFICERS


 


113.                         The
Officers of the Company shall include a Chairman, Chief Executive Officer and
Deputy Chairman who shall be Directors and shall be elected by the Board as
soon as possible after the statutory meeting and each Annual General Meeting.  In addition, the Board may appoint any person
whether or not he is a Director to hold such office as the Board may from time
to time determine.  Any person


 


48





















 


elected or appointed pursuant to this Bye-Law
shall hold office for such period and upon such terms as the Board may
determine and the Board may revoke or terminate any such election or
appointment.  Any such revocation or
termination shall be without prejudice to any claim for damages that such
Officer may have against the Company or the Company may have against such
Officer for any breach of any contract of service between him and the Company
which may be involved in such revocation or termination.  Save as provided in the Companies Acts or
these Bye-Laws, the powers and duties of the Officers of the Company shall be
such (if any) as are determined from time to time by the Board.


 


EXECUTIVE DIRECTORS


 


114.                         Subject
to the provisions of the Companies Acts, the Board may appoint one or more of
its body to be the holder of any executive office (except that of auditor)
under the Company and may enter into any agreement or arrangement with any
Director for his employment by the Company or for the provision by him of any
services outside the scope of the ordinary duties of a Director. Any such
appointment, agreement or arrangement may be made upon such terms, including
terms as to remuneration, as the Board determines, and any remuneration which
is so determined may be in addition to or in lieu of any ordinary remuneration
as a Director.  The Board may revoke or
vary any such appointment but without prejudice to any rights or claims which
the person whose appointment is revoked or varied may have against the Company
by reason thereof.


 


115.                         Any
appointment of a Director to an executive office shall terminate if he ceases
to be a Director but without prejudice to any rights or claims which he may
have


 


49





















 


against the Company by reason of such
cessation.  A Director appointed to an
executive office shall ipso facto cease to be a Director if his appointment to
such executive office terminates.


 


116.                         The
emoluments of any Director holding executive office for his services as such
shall be determined by the Board and may be of any description and (without
limiting the generality of the foregoing) may include the admission to or
continuance of membership of any plan (including any share acquisition plan) or
fund instituted or established or financed or contributed to by the Company for
the provision of pensions, life assurance or other benefits for employees or
their dependents or the payment of a pension or other benefits to him or his
dependents on or after retirement or death, apart from membership or any such
plan or fund.


 


MINUTES


 


117.                         The
Board shall cause minutes to be made and books kept for the purpose of
recording -


 


(1)           all
appointments of Officers made by the Board:


 


(2)           the
names of the Directors and other persons (if any) present at each meeting of
the Board and of any committee; and


 


(3)           all
proceedings at meetings of the Company, of the holders of any class of Shares
in the Company, of the Board and of committees appointed by the Board or the
Shareholders.


 


Shareholders shall only be entitled to see
the Register of Directors and Officers, the Register, the financial information
provided for in Bye-Law 135 and the minutes of meetings of the Shareholders of
the Company.


 


50





















 


SECRETARY AND RESIDENT REPRESENTATIVE


 


118.                         The
Secretary (including one or more deputy or assistant secretaries) and, if
required, the Resident Representative, shall be appointed by the Board at such
remuneration (if any) and upon such terms as it may think fit and any Secretary
and Resident Representative so appointed may be removed by the Board.  The duties of the Secretary and the duties of
the Resident Representative shall be those prescribed by the Companies Acts
together with such other duties as shall from time to time be prescribed by the
Board.


 


119.                         A
provision of the Companies Acts or these Bye-Laws requiring or authorizing a
thing to be done by or to a Director and the Secretary shall not be satisfied
by its being done by or to the same person acting both as Director and as, or
in the place of, the Secretary.


 


THE SEAL


 


120.         (1)           The
Seal shall consist of a circular metal device with the name of the Company
around the outer margin thereof and the country and year of incorporation
across the center thereof.  Should the
Seal not have been received at the Registered Office in such form at the date
of adoption of this Bye-Law then, pending such receipt, any document requiring
to be sealed with the Seal shall be sealed by affixing a red wafer seal to the
document with the name of the Company, and the country and year of
incorporation type written across the center thereof.


 


(2)           The
Board shall provide for the custody of every Seal.  A Seal shall only be used by authority of the
Board or of a committee constituted by the Board.  Subject to these Bye-Laws, any instrument to
which a Seal is affixed shall be signed by


 


51





















 


either two Directors, or by the Secretary and
one Director, or by the Secretary or by any one person whether or not a
Director or Officer, who has been authorized either generally or specifically
to affirm the use of a Seal; provided that
the Secretary or a Director may affix a Seal over his signature alone to
authenticate copies of these Bye-Laws, the minutes of any meeting or any other
documents requiring authentication.


 


DIVIDENDS AND OTHER PAYMENTS


 


121.         (1)           The
Board may from time to time declare dividends or distributions out of
contributed surplus to be paid to the Shareholders according to their rights
and interests including such interim dividends as appear to the Board to be
justified by the position of the Company. 
The Board, in its discretion, may determine that any dividend shall be
paid in cash or shall be satisfied, subject to Bye-Law 131, in paying up in
full shares in the Company to be issued to the Shareholders credited as fully
paid or partly paid or partly in one way and partly the other.  The Board may also pay any fixed cash
dividend which is payable on any shares of the Company half yearly or on such
other dates, whenever the position of the Company, in the opinion of the Board,
justifies such payment.


 


122.                         Except
insofar as the rights attaching to, or the terms of issue of, any Share
otherwise provide:


 


(1)           all
dividends or distributions out of contributed surplus may be declared and paid
according to the amounts paid up on the Shares in respect of which the dividend


 


52





















 


or distribution is paid, and an amount paid
up on a Share in advance of calls may be treated for the purpose of this
Bye-Law as paid-up on the Share;


 


(2)           dividends
or distributions out of contributed surplus may be apportioned and paid pro
rata according to the amounts paid-up on the Shares during any portion or
portions of the period in respect of which the dividend or distribution is
paid; and


 


(3)           any
dividend or other moneys payable on or in respect of a Share may be paid in
such currency as the Board may determine.


 


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


 


124.                         No
dividend, distribution or other moneys payable by the Company on or in respect
of any Share shall bear interest against the Company.


 


125.                         Any
dividend, distribution or interest, or part thereof payable in cash, or any
other sum payable in cash to the holder of Shares may be paid by (i) check
or warrant sent through the post addressed to the holder at his address in the
Register or, in the case of joint holders, addressed to the holder whose name
stands first in the Register in respect of the Shares at his registered address
as appearing in the Register or addressed to such person at such address as the
holder or joint holders may in writing direct; (ii) by interbank transfer
or other electronic means to such account as the payee or payees shall in
writing direct or, where applicable, using the facilities of a relevant system,
or (iii) by such other method of payment as the member (or in the case of
joint holders of a Share, all of them) may agree to.


 


53





















 


Every such check or warrant shall, unless the
holder or joint holders otherwise direct, be made payable to the order of the
holder or, in the case of joint holders, to the order of the holder whose name
stands first in the Register in respect of such Shares and shall be sent at his
or their risk and payment of the check or warrant by the bank on which it is
drawn shall constitute a good discharge to the Company.  Any one of two or more joint holders may give
effectual receipts for any dividends, distributions or other moneys payable or
property distributable in respect of the Shares held by such joint
holders.  Payment of the check or warrant
or other form of payment shall be a good discharge to the Company.  Every such payment shall be sent at the risk
of the person entitled to the money represented thereby.


 


126.                         Any
dividend or distribution out of contributed surplus unclaimed for a period of
six years from the date of declaration of such dividend or distribution shall
be forfeited and shall revert to the Company and the payment by the Board of
any unclaimed dividend, distribution, interest or other sum payable on or in
respect of the share into a separate account shall not constitute the Company a
trustee in respect thereof.


 


127.                         The
Board may also, in addition to its other powers, direct payment or satisfaction
of any dividend or distribution out of contributed surplus wholly or in part by
the distribution of specific assets, and in particular of paid-up Shares or
debentures of any other company, and where any difficulty arises in regard to
such distribution or dividend the Board may settle it as it thinks expedient,
and in particular, may authorize any person to sell and transfer any fractions
or may ignore fractions


 


54





















 


altogether, and may fix the value for distribution
or dividend purposes of any such specific assets and may determine that cash
payments shall be made to any Shareholders upon the footing of the values so
fixed in order to secure equality of distribution and may vest any such
specific assets in trustees as may seem expedient to the Board, provided that such dividend or
distribution may not be satisfied by the distribution of any partly paid Shares
or debentures of any company without the sanction of a Resolution.


 


128.                            (a)           The
Board may retain any dividends or other moneys payable on or in respect of a
Share on which the Company has a lien and may apply the same in or towards
satisfaction of the moneys payable to the Company in respect of that Share.


 


(b)           The
Board may retain the dividends payable upon Shares in respect of which any
person is under the provisions as to the transmission of Shares hereinbefore
contained entitled to become a member, or which any person is under those
provisions entitled to transfer, until such person shall become a member in
respect of such Shares or shall transfer the same.


 


129.                         The
waiver in whole or in part of any dividend on any Share by any document
(whether or not under common seal) shall be effective only if such document is
signed by the Shareholder (or the person entitled to the Share in consequence
of the death or bankruptcy of the holder or otherwise by operation of law) and
delivered to the Company at the Registered Office and if or to the extent that
the same is accepted as such or acted upon by the Company.


 


55





















 


RESERVES


 


130.                         The
Board may, before recommending or declaring any dividend or distribution out of
contributed surplus, set aside such sums as it thinks proper as reserves which
shall, at the discretion of the Board, be applicable for any purpose of the
Company and pending such application may, also at such discretion, either be
employed in the business of the Company or be invested in such investments as
the Board may from time to time think fit. 
The Board may also without placing the same to reserve carry forward any
sums which it may think it prudent not to distribute.


 


CAPITALIZATION OF PROFITS


 


131.                         The
Board may, from time to time resolve to capitalize all or any part of any
amount for the time being standing to the credit of any reserve or fund which
is available for distribution or to the credit of any share premium account or
any capital redemption reserve fund or other undistributable reserve and
accordingly that such amount shall be set free for distribution amongst the
Shareholders or any class of Shareholders who would be entitled thereto if
distributed by way of dividend and in the same proportions, on the footing that
the same be not paid in cash but be applied either in or towards paying up
amounts for the time being unpaid on any shares in the Company held by such
Shareholders respectively or in payment up in full of unissued shares,
debentures or other obligations of the Company, to be allotted, distributed and
credited as fully paid amongst such Shareholders, or partly in one way and
partly in the other, provided
that for the purpose of this Bye-Law, a share premium account and a capital
redemption


 


56





















 


reserve fund or other undistributable reserve
may be applied only in paying up of unissued shares to be issued to such
Shareholders credited as fully paid and, provided
further that any sum standing to the credit of share premium account
may only be applied in crediting as fully paid shares of the same class as that
from which the relevant share premium was derived.


 


132.                         Where
any difficulty arises in regard to any distribution under the last preceding
Bye-Law, the Board may settle the same as it thinks expedient and, in
particular, may authorize any person to sell and transfer any fractions or may
resolve that the distribution should be as nearly as may be practicable in the
correct proportion but not exactly so or may ignore fractions altogether and
may determine that cash payments should be made to any Shareholders in order to
adjust the rights of all parties, as may seem expedient to the Board.  The Board may appoint any person to sign on
behalf of the persons entitled to participate in the distribution any contract
necessary or desirable for giving effect thereto and such appointment shall be
effective and binding upon the all concerned.


 


RECORD DATES


 


133.                         Notwithstanding
any other provisions of these Bye-Laws, the Company may by Resolution or the
Board may fix any date as the record date for any dividend, distribution,
allotment or issue and for the purpose of identifying the persons entitled to
receive notices of, and entitled to vote at, general meetings or entitled to
express consent to corporate action in writing without a meeting.  Any such record date may be on or at any time
(i) not more than 60 days before any date on which such dividend,
distribution, allotment or issue is declared, paid or made, (ii)


 


57





















 


not more than 90 days nor less than 10 days
before the date of any such meetings and (iii) not more than 10 days after
the date on which the resolution fixing the record date for a shareholder
action by written consent is adopted by the Board.


 


ACCOUNTING RECORDS


 


134.                         The
Board shall cause to be kept accounting records sufficient to give a true and
fair view of the state of the Company’s affairs and to show and explain its
transactions, in accordance with the Companies Acts.


 


135.                         The
records of account shall be kept at the Registered Office of the Company or at
such other place or places as the Board thinks fit, and shall at all times be
open to inspection by the Directors, provided
that if the records of account are kept at some place outside Bermuda, there
shall be kept at an office of the Company in Bermuda such records as will
enable the Directors to ascertain with reasonable accuracy the financial
position of the Company at the end of each three month period.


 


136.                         A
copy of every balance sheet and statement of income and expenditure, including
every document required by law to be annexed thereto, which is to be laid
before the Company in general meeting, together with a copy of the auditors’
report, shall be sent to each person entitled thereto in accordance with the
requirements of the Companies Acts.


 


AUDIT


 


137.                         Save
and to the extent that an audit is waived in the manner permitted by the
Companies Acts, auditors shall be appointed and their duties regulated in
accordance with the Companies Acts, any other applicable law and such


 


58





















 


requirements not inconsistent with the
Companies Acts as the Board may from time to time determine.


 


SERVICE OF NOTICES AND OTHER DOCUMENTS


 


138.                         Any
notice or other document (including a share certificate may be served on or
delivered to any Shareholder by the Company either personally or by sending it
by electronic record, facsimile, through the post (by airmail where applicable)
in a pre-paid letter addressed to such Shareholder at his address as appearing
in the Register or by any other means. 
Acknowledgement of receipt shall not be required and is not a condition
of valid service of due notice.  In the
case of joint holders of a share, service or delivery of any notice or other
document on or to one of the joint holders shall for all purposes be deemed as
sufficient service on or delivery to all the joint holders.  Any notice or other document (i) if
given by facsimile, shall be deemed to have been served or delivered at the
time such facsimile is transmitted and the appropriate confirmation is received
(or, if such time is not during a Business Day, at the beginning of the
following Business Day), (ii) if sent by post, shall be deemed to have
been served or delivered three Business Days or, if to an address outside the
United States, seven calendar days after it was put in the post with
first-class postage prepaid or (iii) if given by any other means, shall be
deemed to have been served or delivered when delivered at the applicable
address, and in proving such service or delivery, it shall be sufficient to
prove that the notice or document was properly addressed, stamped and put in
the post, except for electronic means where the record of the


 


59





















 


Company’s or its agent’s system shall be
deemed to be the definitive record of delivery.


 


139.                         Any
notice of a general meeting of the Company shall be deemed to be duly given to
a Shareholder, or other person entitled to it, if it is sent to him by cable,
telex, telecopier or other mode of representing or reproducing words in a
legible and non-transitory form at his address as appearing in the Register or
any other address given by him to the Company for this purpose.  Any such notice shall be deemed to have been
served 24 hours after its dispatch.


 


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


 


DESTRUCTION OF DOCUMENTS


 


141.                         The
Company shall be entitled to destroy all instruments of transfer of Shares
which have been registered, and all other documents on the basis of which any
entry is made in the Register, at any time after the expiration of six years
from the


 


60





















 


date of registration thereof and all
dividends mandates or variations or cancellations thereof and notifications of
change of address at any time after the expiration of two years from the date
of recording thereof and all Share certificates which have been canceled at any
time after the expiration of one year from the date of cancellation thereof and
all paid dividends, warrants and checks at any time after the expiration of one
year from the date of actual payment thereof and all instruments of proxy which
have been used for the purpose of a poll at any time after the expiration of
one year from the date of such use and all instruments of proxy which have not
been used for the purpose of a poll at any time after one month from the end of
the meeting to which the instrument of proxy relates and at which no poll was
demanded.  It shall conclusively be
presumed in favor of the Company that every entry in the Register purporting to
have been made on the basis of an instrument of transfer or other document so
destroyed was duly and properly made, that every instrument of transfer so
destroyed was a valid and effective instrument duly and properly registered,
that every share certificate so destroyed was a valid and effective certificate
duly and properly canceled and that every other document hereinbefore mentioned
so destroyed was a valid and effective document in accordance with the recorded
particulars thereof in the books or records of the Company, provided always that:


 


(a)           the
provisions aforesaid shall apply only to the destruction of a document in good
faith and without notice of any claim (regardless of the parties thereto) to
which the document might be relevant;


 


(b)           nothing
herein contained shall be construed as imposing upon the


 


61





















 


Company any liability in respect of the
destruction of any such document earlier than as aforesaid or in any other
circumstances which would not attach to the Company in the absence of this
Bye-Law; and


 


(c)           references
herein to the destruction of any document include references to the disposal
thereof in any manner.


 


UNTRACED SHAREHOLDERS


 


142.         (1)           The
Company shall be entitled to sell at the best price reasonably obtainable, or
if the Shares are listed on a stock exchange or automated quotation system to
purchase at the trading price on the date of purchase, the Shares of a
Shareholder or the Shares to which a person is entitled by virtue of
transmission on death, bankruptcy, or otherwise by operation of law if and provided that:


 


(a)           during
the period of 12 years to the date of the publication of the advertisements
referred to in paragraph (b) below (or, if published on different dates,
the first thereof) at least three dividends in respect of the Shares in
question have been declared and all dividends, warrants and checks which have
been sent in the manner authorized by these Bye-Laws in respect of the Shares
in question have remained uncashed; and


 


(b)           the
Company shall as soon as practicable after expiry of the said period of 12
years have inserted advertisements both in a national daily newspaper and in a
newspaper circulating in the area of the last known address of such Shareholder
or other person giving


 


62





















 


notice of its intention to sell or purchase
the Shares; and


 


(c)           during
the said period of 12 years and the period of three months following the
publication of the said advertisements, the Company shall have received no
indication either of the whereabouts or of the existence of such Shareholder or
person; and


 


(d)           if
the Shares are listed on a stock exchange or automated quotation system, notice
shall have been to the relevant department of such stock exchange or automated
quotation system of the Company’s intention to make such sale or purchase prior
to the publication of advertisements.


 


(2)           If
during any 12-year period referred to in paragraph (a) above, further
Shares have been issued in right of those held at the beginning of such period
or of any previously issued during such period and all the other requirements
of this Bye-Law (other than the requirement that they be in issue for 12 years)
have been satisfied in regard to the further Shares, the Company may also sell
or purchase the further Shares.


 


(3)           To
give effect to any such sale or purchase, the Board may authorize some person
to execute an instrument of transfer of the Shares sold or purchased to, or in
accordance with the directions of, the purchaser and an instrument of transfer
executed by that person shall be as effective as if it had been executed by the
holder of, or person entitled by transmission to, the Shares.  The transferee of any Shares sold shall not
be bound to see to the application of the purchase money,


 


63





















 


nor shall his title to the Shares be affected
by any irregularity in, or invalidity of, the proceedings in reference to the
sale.


 


(4)           The
net proceeds of sale or purchase of Shares shall belong to the Company which,
for the period of six years after the transfer or purchase, shall be obliged to
account to the former Shareholder or other person previously entitled as
aforesaid for an amount equal to such proceeds and shall enter the name of such
former Shareholder or other person in the books of the Company as a creditor
for such amount.  No trust shall be
created in respect of the debt, no interest shall be payable in respect of the
same and the Company shall not be required to account for any money earned on
the net proceeds, which may be employed in the business of the Company or
invested in such investments as the Board from time to time thinks fit.  After the said six-year period has passed,
the net proceeds of sale shall become the property of the Company, absolutely,
and any rights of the former Shareholder or other person previously entitled as
aforesaid shall terminate completely.


 


WINDING UP, LIQUIDATION AND DISSOLUTION


 


143.         (1)           The
interests of the Shareholders in the Company shall be liquidated upon the
occurrence of any one of the following events (each a “Termination Event”):


 


(a)           the
sale of all or substantially all of the Company’s assets;


 


(b)           the
unanimous vote of the Shareholders;


 


(c)           the
involuntary liquidation of the Company; or


 


(d)           as
otherwise required by applicable law.


 


64





















 


(2)           Upon
the occurrence of any Termination Event, the Company shall be wound up and
dissolved.  In connection with the
winding up and dissolution of the Company, a liquidator appointed by the
affirmative vote of a majority of the Shares shall proceed, in its sole
discretion, with the liquidation of all the assets of the Company and the final
distribution of the assets of the Company, in the following manner and order of
priority:


 


(a)           First,
to the creditors (including any Shareholders or their respective Affiliates
that are creditors) of the Company in satisfaction of all the Company’s debts
and liabilities (whether by payment or by making reasonable provision for
payment thereof, including the setting up of any reserves which are, in the
judgment of the liquidator, reasonably necessary therefor);


 


(b)           Second,
100% to the Shareholders, proportionate to their ownership of the total number
of Shares then outstanding.


 


(3)           If
any dividend or other distribution shall have been made by the Company to the
Shareholders prior to the winding-up and dissolution of the Company, any
amounts received by any Shareholder from such dividends or other distributions
shall be deducted from the amount such Shareholder would otherwise be entitled
to receive in the winding-up and dissolution of the Company, and the aggregate
amount of all dividends and other distributions previously made by the Company
to the Shareholders shall be deemed to be included in amounts available for
distribution to Shareholders in the event of the winding-up and dissolution of
the Company.


 


65





















 


144.                         The
liquidator may, with the sanction of a Resolution of all Shareholders of the
Company and any other sanctions required by the Companies Act, redeem the
Shares held by the Shareholders with the assets of the Company in lieu of, or
in addition to, any dissolution or division contemplated by Bye-Law 143.


 


INDEMNITY


 


145.                         Subject
to the proviso below, every Director, Alternate Director, Officer of the
Company and member of a committee constituted under Bye-Law 103 and any
Resident Representative shall be indemnified out of the funds of the Company
against all liabilities, loss, damage or expense (including but not limited to
liabilities under contract, tort and statute or any applicable foreign law or regulation
and all reasonable legal and other costs and expenses properly payable)
incurred or suffered by him as such Director, Alternate Director, Officer,
committee member or Resident Representative and the indemnity contained in this
Bye-Law shall extend to any person acting as a Director, Alternate Director,
Officer, committee member or Resident Representative in the reasonable belief
that he has been so appointed or elected notwithstanding any defect in such
appointment or election; provided always
that the indemnity contained in this Bye-Law shall not extend to any matter
which would render it void pursuant to the Companies Acts.


 


146.                         Every
Director, Alternate Director, Officer, member of a committee duly constituted
under Bye-Law 103 or Resident Representative of the Company shall be
indemnified out of the funds of the Company against all liabilities incurred by
him as such Director, Alternate Director, Officer, committee member or Resident


 


66





















 


Representative in defending any proceedings,
whether civil or criminal, in which judgment is given in his favor, or in which
he is acquitted, or in connection with any application under the Companies Acts
in which relief from liability is granted to him by the court.


 


147.                         To
the extent that any Director, Alternate Director, Officer, member of a
committee duly constituted under Bye-Law 103 or Resident Representative is
entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts
paid or discharged by him, the relative indemnity shall take effect as an
obligation of the Company to reimburse the person making such payment or
effecting such discharge.


 


148.                         Each
Shareholder and the Company agree to waive any claim or right of action he or
it may at any time have, whether individually or by or in the right of the
Company, against any Director, Alternate Director, Officer, member of a
committee constituted pursuant to Bye-Law 103 or Resident Representative on
account of any action taken by such Director, Alternate Director, Officer,
member of a committee constituted pursuant to Bye-Law 103 or Resident
Representative or the failure of such Director, Alternate Director, Officer,
member of a committee constituted pursuant to Bye-Law 103 or Resident Representative
to take any action in the performance of his duties with or for the Company; provided, however, that such waiver shall
not apply to any claims or rights of action arising out of the fraud or
dishonesty of such Director, Alternate Director, Officer, member of a committee
constituted pursuant to Bye-Law 103 or Resident Representative or to recover
any gain, personal profit or advantage to which such


 


67





















 


Director, Alternate Director, Officer, member
of a committee constituted pursuant to Bye-Law 103 or Resident Representative
is not legally entitled.


 


149.                         Subject
to the Companies Acts, expenses incurred in defending any civil or criminal
action or proceeding for which indemnification is required pursuant to Bye-Laws
145 and 146 shall to the maximum extent permitted by law be paid by the Company
in advance of the final disposition of such action or proceeding upon receipt
of an undertaking by or on behalf of the indemnified party to repay such amount
if it shall ultimately be determined that the indemnified party is not entitled
to be indemnified pursuant to Bye-Laws 145 and 146.


 


Each Shareholder of the Company, by virtue of
his acquisition and continued holding of a Share, shall be deemed to have
acknowledged and agreed that the advances of funds may be made by the Company
as aforesaid, and when made by the Company under this Bye-Law, are made to meet
expenditures incurred for the purpose of enabling such Director, Alternate
Director, Officer or member of a committee duly constituted under Bye-Law 103
to properly perform his or her duties as an officer of the Company.


 


AMALGAMATION


 


150.                         Any
Resolution proposed for consideration at any general meeting to approve the
amalgamation of the Company with any other company, wherever incorporated,
shall require the approval of a simple majority of votes cast at such meeting
and the quorum for such meeting shall be that required in Bye-Law 56 and a poll
may be demanded in respect of such Resolution in accordance with the provisions
of Bye-Law 68.


 


68





















 


CONTINUATION


 


151.                         Subject
to the Companies Acts, the Board may approve the discontinuation of the Company
in Bermuda and the continuation of the Company in a jurisdiction outside
Bermuda.  The Board, having resolved to
approve the discontinuation of the Company, may further resolve not to proceed
with any application to discontinue the Company in Bermuda or may vary such
application as it sees fit.


 


ALTERATION OF BYE-LAWS


 


152.                         The
vote or consent of the holders of 75% of the outstanding Common Shares of the
Company entitled to vote and the approval of a majority of the Board shall be
required to effect any amendments to Bye-Laws 86-90, 91, 95, 96, 97-99, 100, 145-149
and this Bye-Law 152.


 


69





















 


Form of


 


BYE – LAWS


 


 


of


 


 


Willis Group Holdings Limited


 





















 


INDEX


 


	
  BYE-LAW

  	
   

  	
  SUBJECT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Interpretation

  	
   

  	
   

  
	
  2

  	
   

  	
  Registered Office

  	
   

  	
   

  
	
  3-4

  	
   

  	
  Share Rights

  	
   

  	
   

  
	
  5-6

  	
   

  	
  Modification of Rights

  	
   

  	
   

  
	
  7-9

  	
   

  	
  Shares

  	
   

  	
   

  
	
  10

  	
   

  	
  Share Capital

  	
   

  	
   

  
	
  13-16

  	
   

  	
  Certificates

  	
   

  	
   

  
	
  17-20

  	
   

  	
  Lien

  	
   

  	
   

  
	
  21-26

  	
   

  	
  Calls On Shares

  	
   

  	
   

  
	
  27-33

  	
   

  	
  Forfeiture of Shares

  	
   

  	
   

  
	
  34-38

  	
   

  	
  Transfer of Shares

  	
   

  	
   

  
	
  39-40

  	
   

  	
  Register of Shareholders

  	
   

  	
   

  
	
  41

  	
   

  	
  Register of Directors And Officers

  	
   

  	
   

  
	
  42-45

  	
   

  	
  Transmission of Shares

  	
   

  	
   

  
	
  46-47

  	
   

  	
  Increase of Capital

  	
   

  	
   

  
	
  49-50

  	
   

  	
  Alteration of Capital

  	
   

  	
   

  
	
  51-52

  	
   

  	
  Reduction of Capital

  	
   

  	
   

  
	
  53

  	
   

  	
  General Meetings and Written Resolutions

  	
   

  	
   

  
	
  54-55

  	
   

  	
  Notice of General Meetings

  	
   

  	
   

  
	
  56-65

  	
   

  	
  Proceedings At General Meetings

  	
   

  	
   

  
	
  66-79

  	
   

  	
  Voting

  	
   

  	
   

  
	
  80-85

  	
   

  	
  Proxies and Corporate Representatives

  	
   

  	
   

  
	
  86-90

  	
   

  	
  Appointment and Removal of Directors

  	
   

  	
   

  
	
  91

  	
   

  	
  Resignation and Disqualification of
  Directors

  	
   

  	
   

  
	
  92-94

  	
   

  	
  Alternate
  Directors

  	
   

  	
   

  
	
  95

  	
   

  	
  Directors’ Fees And Additional Remuneration

  	
   

  	
   

  
	
  96

  	
   

  	
  Directors’
  Interests

  	
   

  	
   

  
	
  97-99

  	
   

  	
  Powers And Duties Of The Board

  	
   

  	
   

  
	
  100

  	
   

  	
  Gratuities, Pensions and Insurance

  	
   

  	
   

  
	
  100-103

  	
   

  	
  Delegation of the Board’s Powers

  	
   

  	
   

  
	
  104-112

  	
   

  	
  Proceedings
  of the Board

  	
   

  	
   

  
	
  113

  	
   

  	
  Officers

  	
   

  	
   

  
	
  114-116

  	
   

  	
  Executive
  Directors

  	
   

  	
   

  
	
  117

  	
   

  	
  Minutes

  	
   

  	
   

  
	
  118-119

  	
   

  	
  Secretary And Resident Representative

  	
   

  	
   

  
	
  120

  	
   

  	
  The Seal

  	
   

  	
   

  
	
  121-129

  	
   

  	
  Dividends and Other Payments

  	
   

  	
   

  
	
  130

  	
   

  	
  Reserves

  	
   

  	
   

  
	
  131-132

  	
   

  	
  Capitalization
  Of Profits

  	
   

  	
   

  
	
  133

  	
   

  	
  Record
  Dates

  	
   

  	
   

  
	
  134-136

  	
   

  	
  Accounting
  Records

  	
   

  	
   

  



 





















 


	
  137

  	
   

  	
  Audit

  	
   

  	
   

  
	
  138-140

  	
   

  	
  Service of Notices and Other Documents

  	
   

  	
   

  
	
  141

  	
   

  	
  Destruction
  Of Documents

  	
   

  	
   

  
	
  142

  	
   

  	
  Untraced
  Shareholders

  	
   

  	
   

  
	
  143-144

  	
   

  	
  Winding Up, Liquidation and Dissolution

  	
   

  	
   

  
	
  145-149

  	
   

  	
  Indemnity

  	
   

  	
   

  
	
  150

  	
   

  	
  Amalgamation

  	
   

  	
   

  
	
  151

  	
   

  	
  Continuation

  	
   

  	
   

  
	
  152

  	
   

  	
  Alteration
  of Bye-Laws