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                                                                     Exhibit 4.2



                              AMENDED AND RESTATED

                                    BYE-LAWS


                                       OF


                             NABORS INDUSTRIES LTD.



                                 (the "Company")

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


                                 INTERPRETATION

1.    (1)   In these Bye-laws, unless the context otherwise requires:

            "APPLICABLE LAW" means all applicable laws, regulations or rules
            of any statutory or non-statutory body, whether foreign or domestic,
            governing the Company, the securities of the Company or the issue
            of, or the trading therein, including the Companies Acts;

            "BERMUDA" means the Islands of Bermuda;

            "BOARD" means the board of directors of the Company;

            "BYE-LAWS" means these Bye-laws in their present form or as from
            time to time amended;

            "CLEAR DAYS" means, in relation to the period of a notice, that
            period excluding the day on which the notice is given or served, or
            deemed to be given or served, and the day for which it is given or
            on which it is to take effect;

            "COMPANIES ACTS" means every Bermuda statute, regulation and order
            from time to time in force concerning companies insofar as the same
            apply to the Company;

            "COMPANY" means Nabors Industries Ltd., an exempted company
            incorporated in Bermuda with registration number 31431;

            "DIRECTOR" means a director for the time being of the Company;

            "OFFICER" means a Director, Secretary, or other officer of the
            Company appointed pursuant to these Bye-laws, but does not include
            any person holding the office of auditor in relation to the Company;

            "PAID UP" means paid up or credited as paid up;

            "PERSON ENTITLED BY TRANSMISSION" means a person whose entitlement
            to a Share in consequence of the death or bankruptcy of a
            Shareholder or of any other event giving rise to its transmission by
            operation of law has been noted in the Register pursuant to
            Bye-law 68.1;

            "REGISTER" means the register of Shareholders of the Company and
            includes any branch register;

            "REGISTERED OFFICE" means the registered office for the time being
            of the Company;

            "RESIDENT REPRESENTATIVE" means the person or, if permitted by the
            Companies Acts, the company appointed to perform the duties of
            resident representative of the Company as set out in the Companies
            Acts (and includes any assistant or deputy resident representative
            appointed by the Board);

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            "RESOLUTION" means a resolution of the Shareholders or, where
            required, of a separate class or separate classes of Shareholders,
            adopted in general meeting or passed in accordance with the
            provisions of these Bye-laws;

            "SEAL" means the common seal of the Company and includes any
            duplicate seal;

            "SECRETARY" means the Secretary of the Company or, if there are
            joint Secretaries, any of the joint Secretaries and includes a
            deputy or assistant Secretary and any person appointed by the Board
            to perform any of the duties of the Secretary;

            "SHAREHOLDER" means a holder of a Share (of any class);

            "SHARE" means any share in the capital of the Company;

            "SUBSIDIARY" and "HOLDING COMPANY" have the same meanings as in
            section 86 of the Companies Act 1981, except that references in that
            section to a company shall include any body corporate or other legal
            entity, whether incorporated or established in Bermuda or elsewhere;
            and

            "US DOLLARS" or "US$" means United States dollars.


2.    For the purposes of these Bye-laws, unless the context otherwise requires:

      (1)   a company shall be deemed to be present in person at a meeting if
            its representative, duly authorised pursuant to these Bye-laws, is
            present;

      (2)   words importing only the singular number include the plural number
            and vice versa;

      (3)   words importing only one gender include the other gender;

      (4)   references to a company include any body corporate or other legal
            entity, whether incorporated or established in Bermuda or elsewhere;

      (5)   references to a person include any company, partnership or other
            body of persons, whether corporate or not, any trust and any
            government, governmental body or agency or public authority, whether
            of Bermuda or elsewhere;

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

      (7)   references to anything being done by electronic means includes its
            being done by means of any electronic or other communications
            equipment or facilities and references to any communication being
            delivered or received, or being delivered or received at a
            particular place, include the transmission of an electronic or
            similar communication, to a recipient identified in such manner or
            by such means, as the Board may from time to time approve or
            prescribe, either generally or for a particular purpose;

      (8)   references to a signature or to anything being signed or executed
            include such forms of electronic signature or other means of
            verifying the authenticity of an electronic or similar communication
            as the Board may from time to time approve or prescribe, either
            generally or for a particular purpose;

      (9)   references to a dividend include a distribution paid in respect of
            Shares to Shareholders out of contributed surplus or any other
            distributable reserve;

      (10)  any words or expressions defined in the Companies Acts, if not
            otherwise defined in or given a particular meaning by these
            Bye-laws, have the same meaning in these Bye-laws, except that the
            definition of "attorney" shall not apply;


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      (11)  (a) powers of delegation shall not be restrictively construed but
            the widest interpretation shall be given thereto; (b) the word
            "Board" in the context of the exercise of any power contained in
            these Bye-laws includes any committee consisting of one or more
            Directors and any local or divisional Board, manager or agent of the
            Company to which or, as the case may be, to whom the power in
            question has been delegated; (c) no power of delegation shall be
            limited by the existence or, except where expressly provided by the
            terms of delegation, the exercise of any other power of delegation;
            and (d) except where expressly provided by the terms of delegation,
            the delegation of a power shall not exclude the concurrent exercise
            of that power by any other body or person who is for the time being
            authorised to exercise it under these Bye-laws or under another
            delegation of the powers;

      (12)  references to any statute or statutory provision (whether of Bermuda
            or elsewhere) includes a reference to any modification or
            re-enactment of it for the time being in force and to every rule,
            regulation or order made under it (or under any such modification or
            re-enactment) and for the time being in force and any reference to
            any rule, regulation or order made under any such statute or
            statutory provision includes a reference to any modification or
            replacement of such rule, regulation or order for the time being in
            force;

      (13)  references to Shares with the general right to vote at general
            meetings of the Company are to those Shares (of any class or series)
            with the right to vote, other than Shares which entitle the holders
            to vote only in limited circumstances or upon the occurrence of a
            specified event or condition (whether or not those circumstances
            have arisen or that event or condition has occurred); and


      (14)  reference to "days" in these Bye-laws when in relation to notice or
            limitation periods, deemed delivery, adjournments or Record Dates
            shall mean "Clear Days".


                                REGISTERED OFFICE

3.    The Registered Office. The Registered Office of the Company shall be at
      such place within Bermuda as the Board may from time to time determine,
      but as at the date of adoption of these Bye-laws and until a change is
      effected, such Registered Office shall be at Cedar House, 41 Cedar Avenue,
      Hamilton, Bermuda HM 12. The Company may establish such other principal
      places of business as the Board may determine from time to time.


                           SHARE CAPITAL, SHARE RIGHTS

4.    Authorised Share Capital. Subject to any special rights conferred on the
      holders of any Share or class of Shares, any  in the Company may be issued
      with or have attached thereto such , deferred, qualified or other special
      rights or such , whether in regard to dividend, voting, return of capital
      or , as the Shareholders may by Resolution determine or, if there  not
      been any such determination or so far as the same shall not make
      provision, as the Board may determine. As at the date of adoption  these
      Bye-laws, the authorised share capital of the Company is $425,000 divided
      into 400,000,000 Common Shares par value US$0.001 per  (the "Common
      Shares") and 25,000,000 Preferred Shares par value $0.001 per Share (the
      "Preferred Shares").

4.1   Subject to these Bye-laws, holders of the Common Shares shall:

      (a)   be entitled to one vote for each Common Share held by such holder on
            the relevant record date on all matters submitted to a vote of the
            Shareholders;

      (b)   be entitled to such dividends and other distributions in cash,
            Shares or property of the Company out of assets or funds of the
            Company legally available therefor, as the Board may from time to
            time declare; and


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      (c)   generally be entitled to enjoy all of the rights attaching to Shares
            under the Companies Acts.

4.2   For the purposes of these Bye-laws, the rights attaching to any of the
      Common Shares shall be deemed not to be altered by the allotment or issue
      by the Company of other Shares ranking in priority for payment of
      dividends or with respect to capital, or which confer on the holders
      voting rights more favourable than those conferred on the Common Shares,
      and shall not otherwise be deemed to be altered by the creation or issue
      of further Shares ranking pari passu with such Shares, or by the purchase
      or redemption by the Company of any of its own Shares.

4.3   The Board is hereby expressly authorised to provide for the issuance of
      all or any of the Preferred Shares in one or more classes or series, and
      to fix, for each such class or series, the number of Shares which shall
      constitute such class or series, full, limited or no voting power,
      designations, preferences, special rights, qualifications, limitations and
      restrictions thereof, as shall be stated and expressed in the resolution
      or resolutions adopted by the Board (a copy of which shall be attached as
      an appendix to, but shall not form a part of, these Bye-laws) providing
      for the issuance of such class or series, including, without limitation,
      the authority to provide that any such class or series may be: (a) subject
      to redemption at the option of the Company or the holders, or both, at
      such time or times and at such price or prices; (b) entitled to receive
      dividends (which may be cumulative or non-cumulative) at such rates, on
      such conditions, and at such times, and payable in preference to, or in
      such relation to, the dividends payable on any other class or classes or
      any other series; (c) entitled to such rights upon the dissolution of, or
      upon any distribution of the assets of, the Company; or (d) convertible
      into, or exchangeable for, any other class or classes of Shares, or of any
      other series of the same or any other class or classes of Shares, of the
      Company at such price or prices or at such rates of exchange and with such
      adjustments; all as may be stated in such resolution or resolutions.


                             MODIFICATION OF RIGHTS


5.    Share Rights May Be Altered. Subject to the Companies Acts, all or any of
      the special rights for the time being to any class of Shares issued may,
      unless otherwise expressly  in the rights attaching to or by the terms of
      issue of the Shares that class, from time to time (whether or not the
      Company is being wound up) be altered or abrogated by a Resolution passed
      at a separate meeting of the holders of Shares of that class, voting in
      person or by proxy and representing at least a majority of the issued
      Shares of that class entitled to vote. To any such separate general
      meeting, all the provisions of these Bye-laws as to general meetings of
      the Company shall apply, except that every holder of Shares of the
      relevant class shall be entitled on a poll to one vote for every such
      Share held by such holder and any holder of Shares of the relevant class
      present in person or by proxy may demand a poll.


5.1   For the purposes of this Bye-law, unless otherwise expressly provided by
      the rights attached to any class of Shares, the rights attaching to any
      class of Shares shall be deemed not to be altered by the allotment or
      issue by the Company of other Shares ranking in priority of payment of
      dividends or with respect to capital, or which confer on the holders
      voting rights more favourable than those conferred on such class, and
      shall not otherwise be deemed to be altered by the creation or issue of
      further Shares ranking pari passu with such class, or by the purchase or
      redemption by the Company of any of its own Shares.


                                     SHARES


6.    Shares at the Disposal of the Board. Subject to the other provisions of
      these Bye-laws, the unissued Shares of the Company (whether forming part
      of the original Share capital or any increased capital) shall be at the
      disposal of the Board, which may offer, allot, grant options, warrants or
      other rights over or otherwise deal with or dispose of them to such
      persons, at such times and for such consideration and generally on such
      terms and conditions as the Board may


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      from time to time determine. Shares may be issued in fractional
      denominations and in such event the Company shall deal with such fractions
      to the same extent as its whole Shares, so that a Share in a fractional
      denomination shall have, in proportion to the fraction of a whole Share
      that it represents, all the rights of a whole Share, including (but
      without limiting the generality of the foregoing) the right to vote, to
      receive dividends and distributions and to participate in a winding up.

7.    Board May Pay Commissions. The Board may, in connection with the issue of
      any Shares, exercise all powers of paying commissions and brokerages
      conferred or permitted by Applicable Law.

8.    Board May Repurchase Shares. Subject to the Companies Acts, the Company
      may purchase its own Shares and the Board may (without the sanction of a
      Resolution) authorise any exercise of the Company's power to purchase its
      own Shares, whether in the market, by tender or by private agreement, at
      such prices (whether at par or above or below par) and otherwise on such
      terms and conditions as the Board may from time to time determine. The
      whole or any part of the amount payable on any such purchase may be paid
      or satisfied otherwise than in cash, to the extent permitted by the
      Companies Acts.

                              INCREASE OF CAPITAL


9.    Shareholder Approval to Increase of Capital. The Shareholders may from
      time to time increase the Company's capital by such sum to be divided into
      Shares of such par value as the Shareholders by Resolution shall
      prescribe.

10.   No Pre-emptive Rights. No holder of Shares of any class or other
      securities of the Company shall as such holder have any pre-emptive right
      to purchase Shares of any class or other securities of the Company or
      Shares or other securities convertible into or exchangeable for or
      carrying rights or options to purchase Shares of any class of the Company,
      whether such Shares or other securities are now or hereafter authorised,
      which at any time may be proposed to be issued by the Company or subjected
      to rights or options to purchase granted by the Company.


11.   Shares Subject to Bye-laws. All existing Shares and any new Shares shall
      be subject to all the provisions of these Bye-laws.


                              ALTERATION OF CAPITAL


12.   Shareholder Approval to Alteration of Capital. The Shareholders may
      (subject to Bye-law 12.1) from time to time by Resolution:

      (1)   divide the Company's Shares into several classes and attach to them
            respectively any preferential, deferred, qualified or special
            rights, privileges or conditions;

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

      (3)   sub-divide the Company's Shares or any of them into Shares of
            smaller par value than is fixed by its memorandum, provided,
            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 relevant
            Resolution, have not been taken or agreed to be taken by any person,
            and diminish the amount of the Company's authorised share capital by
            the amount of the Shares so cancelled; and

      (6)   change the currency denomination of the Company's share capital.


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12.1  Where any disagreement arises in regard to any division, consolidation or
      sub-division under this Bye-law 12, 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 among the Shareholders who would have been entitled
      to the fractions, except that any proceeds in respect of any holding which
      are less than a sum fixed by the Board may be retained for the benefit of
      the Company. For the purpose of any such sale, the Board may authorise
      some person to transfer the Shares representing fractions to the
      purchaser, who shall not be bound to see to the application of the
      purchase money, nor shall such purchaser's title to the Shares be affected
      by any irregularity or invalidity in the proceedings relating to the sale.


13.   Conversion of Preferred Shares. Subject to the Companies Acts and to any
      confirmation or consent required by Applicable Law or these Bye-laws, the
      Shareholders may from time to time by Resolution convert any Preferred
      Shares in the Company (unless otherwise expressly provided by the rights
      attaching to or by the terms of issue of the Preferred Shares in question)
      into redeemable Preferred Shares.


                              REDUCTION OF CAPITAL


14.   Shareholder Approval to Reduction of Capital. Subject to the Companies
      Acts and to any confirmation or consent required by Applicable Law or
      these Bye-laws, the Shareholders may from time to time by Resolution
      authorise the reduction in any manner of the Company's issued share
      capital (but not to a sum less than the minimum share capital prescribed
      by its memorandum) or any share premium account.


14.1  In relation to any such reduction, the Shareholders may by Resolution
      determine the terms upon which the 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.


                            MEETINGS OF SHAREHOLDERS


15.   Annual General Meeting. The Annual General Meeting of Shareholders shall
      be held in each calendar year on such date and at such time as shall be
      designated from time to time by the Board and stated in the notice of the
      meeting, at which meeting the Shareholders shall elect directors, appoint
      auditors and transact such other business as may properly be brought
      before the meeting. All other general meetings of the Shareholders called
      pursuant to the requirements of the Companies Act or these Bye-laws shall
      be referred to as Special General Meetings.


16.   Special General Meetings. Special General Meetings of the Shareholders,
      may be called at any time for any purpose or purposes by the Board or as
      otherwise provided for by Applicable Law, and shall be held at such place,
      and at such hour as may be designated by the Board in the notice of the
      meeting; provided, however, that the time so fixed shall permit the giving
      of notice as provided in Bye-law 17, unless such notice is waived as
      provided by Applicable Law or by these Bye-laws. Special General Meetings
      shall also be called and held in such cases and in such manner as may be
      specifically required by the Companies Acts.


17.   Notice of Meetings. Written notice of each meeting of the Shareholders,
      which shall state the place, date and hour of the meeting and, in the case
      of a Special General Meeting or where otherwise required by Applicable
      Law, the purpose or purposes for which it is called, shall be given,
      unless a different period is required by Applicable Law, not less than ten
      (10) nor more than sixty (60) days before the date of such meeting, by or
      at the direction of the person calling the meeting, to each Shareholder
      entitled to vote at such meeting by mail or by e-mail or any other
      electronic means at the Shareholder's address as it appears on the
      Register of Shareholders or at any other address given in writing by such
      Shareholder to the Company for such purpose. Notice of each Annual or
      Special General Meeting shall also be given in the same manner as
      described above to any Director or Resident Representative of the Company
      who has delivered a written



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      notice to the Company's registered office requiring that such notice be
      sent to such person. Any notice given in the manner set forth in this
      Bye-law 17 shall be deemed duly given and shall be deemed to have been
      served five days after dispatch if sent by post or twenty-four (24) hours
      after its dispatch by any other means. Except as otherwise provided by
      these Bye-laws and the Companies Acts, no business other than that stated
      in the notice shall be transacted at any meeting without the unanimous
      consent of all the Shareholders entitled to vote thereat. When a meeting
      is adjourned to another time or place, notice need not be given if the
      time and place thereof are announced at the meeting at which the
      adjournment is taken. If the adjournment is for more than thirty (30) days
      after the date of the original meeting, or if after the adjournment a new
      record date is fixed for the adjourned meeting, a notice of the adjourned
      meeting shall be given to each Shareholder of record entitled to vote at
      the meeting. 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.


18.   Nature of Business at Meetings of Shareholders. Subject to the terms of
      these Bye-laws and the Companies Acts, no business may be transacted at an
      Annual General Meeting of the Shareholders, other than business that is
      either (a) specified in the notice of meeting (or any supplement thereto)
      given by or at the direction of the Board (or any duly authorised
      committee thereof), (b) otherwise properly brought before the Annual
      General Meeting by or at the direction of the Board (or any duly
      authorised committee thereof) or (c) otherwise properly brought before the
      Annual General Meeting by any Shareholder of the Company (i) who is a
      Shareholder of record on the date of the giving of the notice provided for
      in this Bye-law 18 and on the record date for the determination of
      Shareholders entitled to vote at such Annual General Meeting and (ii) who
      complies with the notice procedures set forth in this Bye-law 18. 18.1 In
      addition to any other applicable requirements, for business to be properly
      brought before an Annual General Meeting by a Shareholder, such
      Shareholder must have given timely notice thereof in proper written form
      to the Secretary of the Company as provided below.

18.2  With regard to an Annual General Meeting, to be timely, a Shareholder's
      notice to the Secretary must be delivered to or mailed and received at the
      Registered Office and the principal executive offices of the Company as
      set forth in the Company's filings with the Securities and Exchange
      Commission not less than sixty (60) days nor more than ninety (90) days
      prior to the anniversary date of the immediately preceding Annual General
      Meeting of Shareholders; provided, however, that in the event that the
      Annual General Meeting is called for a date that is not within thirty (30)
      days before or after such anniversary date, notice by the Shareholder in
      order to be timely must be so received not later than the close of
      business on the tenth (10th) day following the day on which such notice of
      the date of the Annual General Meeting was mailed or such public
      disclosure of the date of the Annual General Meeting was made, whichever
      first occurs.

18.3  To be in proper written form, a Shareholder's notice to the Secretary must
      set forth as to each matter such Shareholder proposes to bring before the
      Annual General Meeting (i) a brief description of the business desired to
      be brought before the Annual General Meeting and the reasons for
      conducting such business at the Annual General Meeting, (ii) the name and
      record address of such Shareholder, (iii) the class or series and number
      of Shares of the Company which are owned beneficially or of record by such
      Shareholder, (iv) a description of all arrangements or understandings
      between such Shareholder and any other person or persons (including their
      names) in connection with the proposal of such business by such
      Shareholder and any material interest of such Shareholder in such business
      and (v) a representation that such Shareholder intends to appear in person
      or by proxy at the Annual General Meeting to bring such business before
      the meeting.

18.4  No business shall be conducted at the Annual General Meeting of
      Shareholders except business brought before the Annual General Meeting in
      accordance with the procedures set forth in this Bye-law; provided,
      however, that, once business has been properly brought before the Annual
      General Meeting in accordance with such procedures, nothing in this
      Bye-law shall be deemed to

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      preclude discussion by any Shareholder of any such business. If the
      Chairman of an Annual General Meeting determines that business was not
      properly brought before the Annual General Meeting in accordance with the
      foregoing procedures, the Chairman shall declare to the meeting that the
      business was not properly brought before the meeting and such business
      shall not be transacted.


19.   Quorum. Except as otherwise required by Applicable Law, or these Bye-laws,
      at all meetings of the Shareholders, the holders of a majority of the
      Shares issued and outstanding and entitled to vote shall be present in
      person or represented by proxy in order to constitute a quorum for the
      transaction of any business. The Chairman or a majority vote of the Board
      or the affirmative vote of the holders of a majority of the Shares present
      in person or represented by proxy at the meeting and entitled to vote
      thereat, whether or not a quorum shall be present, may adjourn the meeting
      from time to time, to a specified date or place. At any such adjourned
      meeting at which a quorum may be present, the Company may transact any
      business which might have been transacted at the original meeting.


19.1  As to any matter with respect to which a separate class vote is required
      by the terms of the Companies Acts, the holders of a majority of the
      Shares of such class which are then outstanding and entitled to vote shall
      be present in person or represented by proxy in order to constitute a
      quorum for the purpose of any separate vote required by such class.


19.2  The absence from any meeting of the number of Shares required by
      Applicable Law or these Bye-laws for action upon one matter shall not
      prevent action at such meeting upon any other matter or matters which may
      properly come before the meeting, if the number of Shares required in
      respect of such other matters shall be present.


20.   Organization. At each meeting of the Shareholders, the Chairman of the
      Board or, in his absence or inability to act, the most
      senior present Vice Chairman or, in the absence or inability to act of any
      Vice Chairman, the President or, in his absence or inability to act, a
      Vice President or, in his absence or inability to act, any person as may
      be designated by the Board or, in the absence of such designation, a
      chairman to be chosen at the meeting by the majority of those Shareholders
      present in person or represented by proxy shall act as chairman of the
      meeting. The Secretary or, in his absence or inability to act, an
      Assistant Secretary, or in his absence or inability to act, any person as
      may be designated from time to time by the Board shall act as secretary of
      each meeting of Shareholders and keep the minutes thereof; if no such
      person is present or has been chosen, the holders of record of a majority
      of Shares present in person or represented by proxy and entitled to vote
      at the meeting shall choose any person present to act as secretary of the
      meeting.


21.   Order of Business. The order of business at all meetings of the
      Shareholders shall be as determined by the chairman of the meeting.


22.   Voting and Required Vote. At each meeting of Shareholders, each
      Shareholder shall be entitled to one vote for each Share held by such
      Shareholder except as otherwise provided for by the rights attaching to
      such Share or these Bye-laws. Except as may otherwise be provided for in
      these Bye-laws, and subject to Applicable Law, at each meeting of
      Shareholders if there shall be a quorum, the affirmative vote of the
      holders of a majority of Shares present in person or represented by proxy
      and entitled to vote thereat, shall decide all matters brought before such
      meeting.

23.   Proxies. Each Shareholder entitled to vote at any meeting of Shareholders
      or to express consent or dissent to corporate action in writing without a
      meeting may authorize another person or persons to act for him by proxy.
      Any such proxy shall be delivered to the secretary of such meeting at or
      prior to the time designated in the order of business for so delivering
      such proxies. Each such proxy shall be in writing in any common form or in
      such other form as the Board may approve and, executed by the Shareholder
      or his duly authorized attorney-in-fact, but no such proxy shall be voted
      after three years from its date unless such proxy provides for a longer
      period. A duly



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      executed proxy shall be irrevocable if it states that it is irrevocable
      and if, and only as long as, it is coupled with an interest sufficient in
      law to support an irrevocable power. A proxy may be made irrevocable
      regardless of whether the interest with which it is coupled is an interest
      in the Share itself or an interest in the Company generally.

23.1  The appointment of a proxy in relation to a particular meeting shall,
      unless the contrary is stated, be valid for any adjournment of the meeting
      and the appointment of a proxy in relation to a particular meeting or
      adjourned meeting shall unless the contrary is stated, be valid for any
      poll demanded at the meeting or adjourned meeting.

23.2  Subject to the Companies Act, the Board may also at its discretion waive
      any of the provisions of these Bye-laws relating to the execution and
      deposit of an instrument or other form of communication appointing or
      evidencing the appointment of a proxy or any ancillary matter (including,
      without limitation, any requirement for the production or delivery of any
      instrument or other communication to any particular place or by any
      particular time or in any particular way) and, in any case in which it
      considers it appropriate, may accept such instrument or other form of
      communication evidencing the appointment of a proxy or 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 any general meeting.


24.   List of Shareholders. A complete list of the Shareholders entitled to vote
      at any meeting, arranged in alphabetical order, with the address of each,
      and the number of Shares held by each, shall be prepared, or shall be
      caused to be prepared, by the Secretary and shall be open to examination
      of any Shareholder, for any purpose germane to the meeting, during
      ordinary business hours, for a period of at least ten (10) days prior to
      the meeting, either at a place within the city in which the meeting is to
      be held, which place shall be specified in the notice of the meeting, or,
      if not so specified, at the place where the meeting is to be held. The
      list shall also be produced and kept at the place of the meeting during
      the whole time thereof, and may be inspected by any Shareholder who is
      present. The Share ledger shall be the only evidence as to the
      Shareholders entitled to examine the Share ledger, the list required by
      these Bye-laws or the books of the Company, or to vote in person or by
      proxy at any meeting of the Shareholders.


25.   Voting by Fiduciaries, Pledgors and Joint Owners. Persons holding Shares
      in a fiduciary capacity shall be entitled to vote the Shares so held.
      Persons whose Shares are pledged shall be entitled to vote, unless in the
      transfer by the pledgor on the books of the Company he has expressly
      empowered the pledgee to vote thereon, in which case only the pledgee, or
      his proxy, may represent such Shares and vote thereon.


25.1  If Shares or other securities having voting power stand of record in the
      names of two or more persons, whether fiduciaries, members of a
      partnership, joint tenants, tenants-in-common, tenants by the entirety or
      otherwise, or if two or more persons have the same fiduciary relationship
      respecting the same Shares, unless the Secretary is given written notice
      to the contrary and is furnished with a copy of the instrument or order
      appointing them or creating the relationship wherein it is so provided,
      their acts with respect to voting shall have the following effect:


      (a)   if only one votes, his act binds all;


      (b)   if more than one votes, the act of the majority so voting binds all;
            and

      (c)   if more than one votes, but the vote is evenly split on any
            particular matter, each faction may vote the securities in question
            proportionally, or any person voting the Shares, or a beneficiary,
            if any, may apply to such court as may have jurisdiction to appoint
            an additional person to act with the persons so voting the Shares,
            which shall then be voted as determined by a majority of such
            persons and the person appointed by the Court. If the



                                       9


<PAGE>

            instrument so filed shows that any such tenancy is held in unequal
            interest, a majority or even-split for the purpose of this paragraph
            shall be a majority or even-split in interest.

26.   Consent of Shareholders in Lieu of Meeting. Except in the case of the
      removal of auditors and Directors, anything which may be done by
      Resolution in general meeting may, without a meeting and without any
      previous notice being required, be done by Resolution in writing, signed
      by all of the Shareholders 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 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.


                              ELECTION OF DIRECTORS


27.   Nomination of Directors. Only persons who are nominated in accordance with
      the following procedures shall be eligible for election as directors of
      the Company. Nominations of persons for election to the Board may be made
      at any Annual General Meeting of Shareholders, or at any Special General
      Meeting of Shareholders called for the purpose of electing directors, (a)
      by or at the direction of the Board (or any duly authorized committee
      thereof), (b) by any Shareholders of the Company pursuant to the valid
      exercise of the power granted under the Companies Act, or (c) by any
      Shareholder of the Company (i) who is a Shareholder of record on the date
      of the giving of the notice provided for in this Bye-law 27 and on the
      record date for the determination of Shareholders entitled to vote at such
      meeting and (ii) who complies with the notice procedures set forth in this
      Bye-law 27.

27.1  In addition to any other applicable requirements, for a nomination to be
      made by a Shareholder, such Shareholder must have given timely notice
      thereof in proper written form to the Secretary of the Company. To be
      timely, a Shareholder's notice to the Secretary must be delivered to or
      mailed and received at the Registered Office and the principal executive
      offices of the Company as set forth in the Company's filings with the
      Securities and Exchange Commission (a) in the case of an Annual General
      Meeting, not less than sixty (60) days nor more than ninety (90) days
      prior to the anniversary date of the immediately preceding Annual General
      Meeting; provided, however, that in the event that the Annual General
      Meeting is called for a date that is not within thirty (30) days before or
      after such anniversary date, notice by the Shareholder in order to be
      timely must be so received not later than the close of business on the
      tenth (10th) day following the day on which such notice of the date of the
      Annual General Meeting was mailed or such public disclosure of the date of
      the Annual General Meeting was made, whichever first occurs; and (b) in
      the case of a Special General Meeting called for the purpose of electing
      directors, not later than the close of business on the tenth (10th) day
      following the day on which notice of the date of the Special General
      Meeting was mailed or public disclosure of the date of the Special General
      Meeting was made, whichever first occurs.

27.2  To be in proper written form, a Shareholder's notice to the Secretary must
      set forth (a) as to each person whom the Shareholder proposes to nominate
      for election as a Director (i) the name, age, business address and
      residential address of the person, (ii) the principal occupation or
      employment of the person, (iii) the class or series and number of Shares
      which are owned beneficially or of record by the person, and (iv) any
      other information relating to the person that would be required to be
      disclosed in a proxy statement or other filings required to be made in
      connection with solicitations of proxies for election of directors
      pursuant to Section 14 of the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"), and the rules and regulations promulgated
      thereunder; and (b) as to the Shareholder giving the notice (i) the name
      and record address of such Shareholder, (ii) the class or series and
      number of Shares which are owned beneficially or of record by such
      Shareholder, (iii) a description of all arrangements or understandings
      between such Shareholder and each proposed nominee and any other person or
      persons (including their names) pursuant to which the nomination(s) are to
      be made by such shareholder, (iv) a representation that


                                       10


<PAGE>


      such shareholder intends to appear in person or by proxy at the meeting to
      nominate the persons named, in its notice, and (v) any other information
      relating to such shareholder that would be required to be disclosed in a
      proxy statement or other filings required to be made in connection with
      solicitations of proxies for election of directors pursuant to Section 14
      of the Exchange Act and the rules and regulations promulgated thereunder.
      Such notice must be accompanied by a written consent of each proposed
      nominee to being named as a nominee and to serve as a Director if elected.


27.3  No person shall be eligible for election as a Director of the Company
      unless nominated in accordance with the procedures set forth in this
      Bye-law 27. If the Chairman of the meeting determines that a nomination
      was not made in accordance with the foregoing procedures, the Chairman
      shall declare to the meeting that the nomination was defective and such
      defective nomination shall be disregarded.


                               BOARD OF DIRECTORS


28.   General Powers. The business and affairs of the Company shall be managed
      by or under the direction of a Board, which may exercise all such
      authority and powers of the Company and do all such lawful acts and things
      as are not by Applicable Law, or by these Bye-laws, directed or required
      to be exercised or done by the Shareholders or such other persons as
      provided therein.

29.   Number, Election and Term of Directors. The Board shall consist of not
      less than five (5) and not more than eighteen (18) Directors. Directors
      shall be elected or appointed at the Annual General Meeting or at any
      Special General Meeting called for that purpose by a plurality of votes of
      the Shareholders, except that any vacancies which result from the death,
      resignation, retirement, disqualification or removal of a Director may be
      filled by a majority of the Board then in office provided that any
      Director elected to fill such a vacancy shall be subject to the same term
      of office as the director being replaced. Any general meeting may
      authorise the Board to fill any vacancy left unfilled at a general
      meeting. The number of Directors to be elected at any time within the
      minimum and maximum limitations specified herein shall be determined from
      time to time by the Board pursuant to a resolution adopted by the vote of
      a majority of the Board then in office provided always that there are at
      least two Directors to manage the affairs of the Company and provide a
      quorum for a meeting of the Board. Subject to the quorum requirements set
      forth in Bye-law 36, during the existence of a vacancy on the Board the
      remaining Directors shall have full power to act. No Director may appoint
      any other person as an alternate director to replace himself or herself.

29.1  The Board shall be divided as equally as may be practical into three
      classes. Each Director of the first class shall (unless his or her office
      is vacated in accordance with these Bye-laws) serve initially until the
      conclusion of the Annual General Meeting of the Shareholders held in the
      calendar year 2002, and subsequently shall (unless his or her office is
      vacated in accordance with these Bye-laws) serve for three-year terms,
      each concluding at the third Annual General Meeting after such class of
      Directors was last appointed or reappointed. Each Director of the second
      class shall (unless his or her office is vacated in accordance with these
      Bye-laws) serve initially until the conclusion of the annual general
      meeting of the Shareholders held in the calendar year 2003, and
      subsequently shall (unless his or her office is vacated in accordance with
      these Bye-laws) serve for three-year terms, each concluding at the third
      Annual General Meeting after such class of Directors was last appointed or
      reappointed. Each Director of the third class shall (unless his or her
      office is vacated in accordance with these Bye-laws) serve initially until
      the conclusion of the Annual General Meeting of the Shareholders held in
      the calendar year 2004, and subsequently shall (unless his or her office
      is vacated in accordance with these Bye-laws) serve for three-year terms,
      each concluding at the third annual general meeting after such class of
      Directors together was last appointed or reappointed. At each annual
      election thereafter, the successors of the Directors of the class whose
      term expires in that year shall be elected to hold office for a term of
      three years, so that the term of office of one class of Directors shall
      expire each year. All Directors upon election


                                       11


<PAGE>


      or appointment (but not on reappointment) must provide written acceptance
      of their appointment, in such form as the Board may think fit, by notice
      in writing to the Registered Office within thirty (30) days of their
      appointment.

29.2  If the number of Directors is changed, any increase in directorships or
      decrease in directorships shall be apportioned among the classes so as to
      make all classes as nearly equal in number as practical. In case of any
      increase in the number of Directors within the minimum and maximum
      limitations specified in this Bye-law, additional Directors may be
      appointed by the Board to fill such vacancy. Any such Director so
      appointed shall hold office for a term that shall coincide with the
      remaining term of that class to which he is elected and until his or her
      successor shall have been elected and qualified. No decrease in the number
      of Directors shall shorten the term of any incumbent Director.

29.3  The Shareholders may remove a Director prior to the expiration of his
      term, only for cause, at a Special General Meeting called for that purpose
      by the affirmative vote of a majority of the outstanding Shares entitled
      to vote at such meeting, provided notice of any such meeting shall be
      served upon the Director concerned not less than fourteen (14) days before
      the meeting and he or she shall be entitled to be heard at that meeting.
      Any vacancy created by the removal of a Director may be filled by the
      affirmative vote of a majority of the outstanding shares entitled to vote
      at the same meeting by the election of another Director in his or her
      place or, in the absence of any such election, by the Board.

30.   Resignations. In addition to those circumstances in which a Director may
      be removed from office pursuant to these Bye-laws, the office of a
      Director shall be vacated:

      (1)   if the Director resigns from office, on the date on which notice of
            his or her resignation is delivered to the Registered Office or
            tendered at a meeting of the Board or on such later date as may be
            specified in such notice; or

      (2)   if the Director dies, becomes physically incapable of discharging
            his duty to the Company in accordance with Applicable Laws or
            becomes of unsound mind or a patient for any purpose of any statute
            or applicable law relating to mental health, on the date of death or
            the date on which the Board resolves that his or her office is
            vacated; or

      (3)   on his or her becoming bankrupt; or

      (4)   on his or her being prohibited by Applicable Law from being a
            Director; or

      (5)   on his or her ceasing to be a Director by virtue of any provision of
            the Companies Acts.


31.   Annual Board Meetings. The annual meeting of the Board for the purpose of
      organizing the Board, appointing officers and members of committees and
      transacting other business, shall be held immediately following the Annual
      General Meeting of the Shareholders at the same place where such meeting
      of Shareholders shall be held or at such place and time as may be
      determined by the Board provided, however, that the time so fixed shall
      permit the giving of notice as provided in these Bye-laws.


32.   Regular Board Meetings. Additional regular meetings of the Board may be
      held at such time and place as shall from time to time be determined by
      the Board,provided, however, that the time so fixed shall permit the
      giving of notice as provided in these Bye-laws.


33.   Special Board Meetings. Special meetings of the Board may be called at any
      time by the Chairman of the Board, the Vice Chairman, the President or any
      Vice President or by two or more Directors and shall be held at such time
      and place as may be fixed by the person or persons calling the meeting;
      provided, however, that the time so fixed shall permit the giving of
      notice as provided in these Bye-laws.


34.   Notice of Board Meetings. Notice of a meeting of the Board shall be deemed
      to be duly given to a Director if it is given to the Director personally
      or by word of mouth or sent to the Director by


                                       12


<PAGE>


      post, facsimile or other electronic means at his or her last known address
      or any other address given by him or her 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.


35.   Organization of Board Meetings. The Chairman of the Board shall preside
      over all meetings of the Board at which he is present. In his absence or
      inability to act, the most senior Vice Chairman present at the meeting
      shall preside. In the absence or inability to act of the Chairman or any
      Vice Chairmen, the Board shall select a chairman of the meeting from among
      the Directors present. The Secretary or, in his absence or inability to
      act, an Assistant Secretary, or in his absence or inability to act,
      another Director selected by the Board shall act as secretary of the
      meeting and keep the minutes thereof.


36.   Quorum and Voting at Board Meetings. At all meetings of the Board the
      presence in person of the greater of two Directors, and one-third of the
      total number of Directors constituting the entire Board then in office,
      shall be necessary and sufficient to constitute a quorum for the
      transaction of any business by the Board at such meeting, except as
      otherwise provided by these Bye-laws or Applicable Law. At any meeting of
      the Board, no action shall be taken (except adjournment, in the manner
      provided below) until after a quorum has been established.


36.1  Except as otherwise provided by Applicable Law or these Bye-laws, the act
      of a majority of Directors who are present at a meeting at which a quorum
      previously has been established (or at any adjournment of such meeting,
      provided that a quorum shall have previously been established at such
      adjourned meeting) shall be the act of the Board, regardless of whether or
      not a quorum is present at the time such action is taken. In determining
      the number of directors who are present at the time any such action is
      taken, any Director who is in attendance at such meeting but who, for just
      cause, is disqualified to vote on such matter, shall not be considered as
      being present at the time of such action for the purpose of establishing
      the number of votes required to take action on any matter submitted to the
      Board, but shall be considered as being present for purposes of
      determining the existence of a quorum.


36.2  In the event a quorum cannot be established at the beginning of a meeting,
      a majority of the Directors present at the meeting, or the Secretary of
      the Company, if there be no Director present, may adjourn the meeting from
      time to time until a quorum be present. Only such notice of such
      adjournment need be given as the Board may from time to time prescribe.


37.   Regulations of the Board. The Board may adopt such rules and regulations
      for the conduct of its meetings and or the management of the business and
      affairs of the Company as it may deem proper and not inconsistent with
      Applicable Law and these Bye-laws.


38.   Written Consent in Lieu of Board Meetings. A resolution in writing signed
      or approved by all the Directors shall be as valid and effectual as a
      resolution passed at a meeting of the Board duly called and constituted.
      Such a resolution may be contained in one document or in several documents
      in like form, each signed or approved by one or more of the Directors and
      shall take effect as of the time of the last signature is affixed.


39.   Telephonic Participation in Board Meetings. Any and all members of the
      Board may participate in a meeting of the Board by means of a conference
      telephone, satellite, video-conference or similar communications equipment
      by means of which all persons participating in such meeting shall hear
      each other; participation in a meeting pursuant to this Bye-law 39 shall
      constitute presence in person at such meeting.


40.   Compensation of Directors. Directors shall be entitled to such
      compensation for their services as Directors and to such reimbursement for
      any reasonable expense incurred in attending meetings of the Board as may
      from time to time be fixed by the Board. The compensation may be on such


                                       13


<PAGE>


      basis as is determined by the Board. Any Director may waive compensation
      for any meeting. Any Director receiving compensation under these
      provisions shall not be barred from serving the Company in any other
      capacity and receiving compensation and reimbursement for reasonable
      expenses for such other services.

41.   Delegation of Board Powers. The Board may by power of attorney or
      otherwise appoint any person, whether nominated directly or indirectly by
      the Board, to be the attorney or agent of the Company and may delegate to
      such person any of the Board's powers, authorities and discretions (with
      power to sub-delegate) for such period and subject to such conditions as
      it may think fit. The Board may revoke or vary any such appointment or
      delegation, but no person dealing in good faith and without notice of such
      revocation or variation shall be affected by any such revocation or
      variation. Any such power of attorney or other documentation may contain
      such provisions for the protection and convenience of persons dealing with
      any such attorney or agent as the Board may think fit.

41.1  The Board may entrust to and confer upon any Officer any of its powers,
      authorities and discretions (with power to sub-delegate) on 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
      by any revocation or variation.

41.2  The Board may delegate any of its powers, authorities and discretions
      (with power to sub-delegate) to any committee of the Board, consisting of
      such number of Directors as it thinks fit. The Board may make any such
      delegation on 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 such delegation, but no
      person dealing in good faith and without notice of such revocation or
      variation shall be affected by any revocation or variation. Any committee
      so formed shall, in the exercise of the powers, authorities and
      discretions so delegated, conform to any regulations that may be imposed
      on it by the Board. The power to delegate to a committee extends to all
      the powers, authorities and discretions of the Board generally and shall
      not be limited by the fact that certain provisions of these Bye-laws
      expressly refer to a committee or to the particular powers, authorities or
      discretions of the Board or a Board committee.


                                   COMMITTEES


42.   Executive Committee. The Board may appoint an Executive Committee
      consisting of one or more Directors, one of whom shall be designated as
      Chairman of the Executive Committee. Each member of the Executive
      Committee shall continue as a member thereof until the expiration of his
      term as a Director or his earlier resignation or removal as a member of
      the Executive Committee or as a Director or until his death.


43.   Powers of the Executive Committee. The Executive Committee shall have and
      may exercise all the powers and authority of the Board in the management
      of the business and affairs of the Company, and may authorize the seal of
      the Company to be affixed to all papers which may require it; but shall
      not have power or authority in reference to the following matters: (i)
      approving or adopting, or recommending to the Shareholders, any action or
      matter expressly required by Applicable Law to be submitted to
      Shareholders for approval or (ii) adopting, amending or repealing any
      Bye-law of the Company.


44.   Procedures and Meetings of the Executive Committee. The Executive
      Committee shall fix its own rules of procedure and shall meet at such
      times and at such place or places as may be provided by such rules or as
      the members of the Executive Committee shall fix. The Executive Committee
      shall keep minutes of its meetings, which it shall deliver to the Board
      from time to time. The Chairman of the Executive Committee or, in his
      absence, a member of the Executive Committee chosen by a majority of the
      members present shall preside at meetings of the Executive Committee, and
      the Secretary, or in his absence, an Assistant Secretary, or in his
      absence another member of


                                       14


<PAGE>

      the Executive Committee chosen by the Executive Committee, shall act as
      secretary of the Executive Committee.


45.   Quorum and Voting of the Executive Committee. A majority of the Executive
      Committee shall constitute a quorum for the transaction of business, and
      the affirmative vote of a majority of the members present at any meeting
      at which there is a quorum shall be required for any action of the
      Executive Committee; provided, however, that when an Executive Committee
      of one member is authorized under the provisions of these Bye-laws, that
      one member shall constitute a quorum.


46.   Other Committees. The Board may appoint such other committee or committees
      as it shall deem advisable and with such rights, powers, and authority as
      it shall prescribe. Each such committee shall consist of one or more
      Directors. Unless otherwise provided by the Board or these Bye-laws, a
      majority of the members of each such other committee shall constitute a
      quorum, and the acts of a majority of the members present at a meeting at
      which a quorum is present shall be the act of such committee.


47.   Vacancies; Committee Changes. In the absence or disqualification of a
      member of any committee, the member or members thereof present at any
      meeting and not disqualified from voting, whether or not he or they
      constitute a quorum, may unanimously appoint another member of the Board
      to act at the meeting in the place of any such absent or disqualified
      member.


47.1  The Board shall have the power at any time to fill vacancies in, to change
      the membership of, and to discharge, any committee or any member of any
      committee.


48.   Compensation of Committee Members. Members of any committee shall be
      entitled to such compensation for their services as members of the
      committee and to such reimbursement for any reasonable expenses incurred
      in attending committee meetings as may from time to time be fixed by the
      Board. Any committee member may waive compensation for any meeting. Any
      committee member receiving compensation under these provisions shall not
      be barred from serving the Company in any other capacity and from
      receiving compensation and reimbursement of reasonable expenses for such
      other services.


49.   Telephonic Participation in Committee Meetings. Any and all members of any
      committee designated by the Board may participate in a meeting of such
      committee by means of conference telephone, satellite, video-conference or
      similar communications equipment by means of which all persons
      participating in such meeting can hear each other, and participation in
      such a meeting pursuant to this Bye-law shall constitute presence in
      person at such meeting.


50.   Written Consent in Lieu of Committee Meetings. A resolution in writing
      signed or approved by all the members of any committee of the Board shall
      be as valid and effectual as a resolution passed at a meeting of the
      committee duly called and constituted. Such a resolution may be contained
      in one document or in several documents in like form, each signed or
      approved by one or more of the committee members and shall take effect as
      of the time of the last signature is affixed.


                                     NOTICES


51.   Waiver of Notices. Whenever any notice is required to be given by
      Applicable Law or these Bye-laws, a written waiver thereof; signed by the
      person or persons entitled to such notice, whether before or after the
      time stated therein, shall be deemed equivalent to such notice. Neither
      the business to be transacted at, nor the purpose of any general meeting
      of Shareholders, any meeting of other securityholders, the Board, or any
      committee of the Board need be specified in any written waiver of notice
      unless so required by Applicable Law or these Bye-laws.


52.   Attendance at Meetings. Attendance of a person at any meeting, whether of
      Shareholders or other securityholders (in person or by proxy), or the
      Board or any committee of the Board, shall


                                       15


<PAGE>


      constitute a waiver of notice of such meeting, except when such person
      attends such meeting for the express purpose of objecting, and objects, at
      the beginning of the meeting, to the transaction of any business on the
      ground that the meeting is not legally called or convened.


                                    OFFICERS


53.   Number and Qualifications of Officers. The officers of the Company shall
      include the Chairman, one or more Deputy Chairmen, and a Secretary and may
      include a President, one or more Vice Presidents, a Treasurer and such
      other officers as may be elected or appointed in accordance with the
      provisions of these Bye-laws. As and when elected or appointed the
      officers shall have such power and perform such duties as set out in these
      Bye-laws. Any number of offices, except the offices of President and
      Secretary, may be held by the same person.


54.   Selection, Term of Office and Qualification of Officers. The officers
      shall be elected from time to time by the Board at its first regular
      meeting after each Annual General Meeting of Shareholders. Each officer
      shall hold his office until his successor is elected and qualified or
      until he shall resign in the manner provided in these Bye-laws, or until
      he shall have been removed in the manner provided in these Bye-law, or
      until his death. Other officers, including without limitation one or more
      Assistant Treasurers and one or more Assistant Secretaries shall be chosen
      in such manner, hold office for such period, have such authority, perform
      such duties and be subject to removal as may be prescribed by the Board.


55.   Resignations of Officers. Any officer may resign at any time upon written
      notice to the Board, the President or the Secretary. Any such resignation
      shall take effect at the time specified therein or, if the time when it
      shall become effective shall not be specified therein, immediately upon
      its receipt thereof by the Board or any such officer.


56.   Removal of Officers. Any officer may be removed at any time, either with
      or without cause, by the Board; and any officer not elected by the Board
      may be removed in such manner as may be determined by the Board. Removal
      from office however, shall not prejudice the contractual rights, if any,
      of the person removed except as provided in such contract or such rights
      as otherwise may be afforded by Applicable Law.


57.   Vacancies in any Office. Any vacancy occurring in any office of the
      Company which is required by these Bye-laws to be elected by the Board,
      whether by death, resignation, removal or otherwise, shall be filled for
      the unexpired portion of the term by the Board. A vacancy in any other
      office shall be filled in such manner as may be determined by the Board.


58.   Chairman. The Chairman, subject to the direction of the Board, shall have
      general charge of the business, affairs and property of the Company and
      general supervision over its other officers and agents and shall see that
      all orders and resolutions of the Board are carried into effect and,
      subject to appointment by the Board, may also hold such other office
      including Chief Executive Officer of the Company.


59.   Deputy Chairman. The Deputy Chairman or, in the event there be more than
      one, the Deputy Chairmen in the order designated, or in the absence of any
      designation, in the order of their seniority, shall have such powers and
      perform such duties as may from time to time be assigned to him by the
      Board and shall report to the Chairman, subject to the control of the
      Board.


60.   The President. The President, subject to the control of the Chairman and
      the Board, shall have general and active management of the business of the
      Company and the general and active supervision and direction over the
      business operations and affairs of the Company and over its several
      officers, agents and employees and, subject to the appointment by the
      Board, may also hold such other office including Chief Operating Officer
      of the Company. He shall, unless also a Director, be an ex officio member
      of all committees of the Board. In general, he shall have such


                                       16


<PAGE>


      other powers and shall perform such other duties as usually pertain to the
      office of President or as from time to time may be assigned to him by the
      Board or these Bye-laws.


61.   Vice Presidents. The Vice President or, in the event there be more than
      one, the Vice Presidents in the order designated, or in the absence of any
      designation, in the order of their seniority, shall have such powers and
      perform such duties as from time to time may be assigned to him by the
      Board.


62.   The Treasurer and Assistant Treasurers.


      The Treasurer shall:


      (a)   have charge and custody of, and be responsible for, all the funds
            and securities of the Company;


      (b)   keep full and accurate accounts of receipts and disbursements in
            books belonging to the Company;


      (c)   cause all moneys and other valuables to be deposited to the credit
            of the Company in such depositories as may be designated by the
            Board;


      (d)   receive, and give receipts for moneys due and payable to the Company
            from any source whatsoever;


      (e)   disburse the funds of the Company and supervise the investment of
            its funds as ordered or authorized by the Board, taking proper
            vouchers therefor;


      (f)   render to the President and the Board at the regular meetings of the
            Board, or whenever they may request it, an account of all his
            transactions as Treasurer and of the financial condition of the
            Company; and


      (g)   in general, have all the powers and perform all the duties incident
            to the office of Treasurer and such other duties as from time to
            time may be assigned to him by the Board or the President.


      The Assistant Treasurer or Assistant Treasurers, if any, shall in the
      absence or disability of the Treasurer or at his request, perform his
      duties and exercise his powers and authority as may be assigned to him by
      the Board or the President.


63.   The Secretary and Assistant Secretaries.


      The Secretary shall:


      (a)   attend all meetings of the Board, any committee of the Board,
            Shareholders and other securityholders and record all votes and the
            proceedings of such meetings in minute books to be kept by him for
            that purpose;


      (b)   see that all notices are duly given in accordance with the
            provisions of these Bye-laws and as required by Applicable Law;


      (c)   be custodian of the records and the seal of the Company and affix
            and attest the seal to all Share certificates of the Company (unless
            the seal of the Company on such certificates shall be a facsimile,
            as hereinafter provided) and affix and attest the seal to all other
            documents to be executed on behalf of the Company under its seal;


      (d)   see that the books, reports, statements, certificates and other
            documents and records required by Applicable Law to be kept and
            filed are properly kept and filed; and


                                       17


<PAGE>


      (e)   in general, have all the powers and perform all the duties incident
            to the office of Secretary and such other duties as from time to
            time may be assigned to him by the Board or the President.


      The Assistant Secretary or Assistant Secretaries, if any, shall, in the
      absence or disability of the Secretary or at his request, perform his
      duties and exercise his powers and authority as may be assigned to him by
      the Board or the President.


64.   Compensation of Officers. The compensation of all officers of the Company
      shall be fixed from time to time by the Board; no officer of the Company
      shall be prevented from receiving compensation because he is also a
      Director of the Company.


                 SHARE CERTIFICATES, TRANSFERS AND TRANSMISSIONS


65.   Share Certificates. Certificates for Shares of the Company shall be in
      such form, not inconsistent with these Bye-laws, as shall be approved by
      the Board and shall be signed by or in the name of the Company by the
      Chairman or by the President or a Vice President, and by the Treasurer or
      an Assistant Treasurer, or the Secretary or an Assistant Secretary,
      provided that the signatures of any such officers thereon may be
      facsimiles. The seal of the Company shall be impressed, by original or by
      facsimile, printed or engraved, on all such certificates. A certificate
      may also be signed by the transfer agent and a registrar as the Board may
      determine, and in such case the signature of the transfer agent or the
      registrar may also be facsimile, engraved or printed. In case any officer,
      transfer agent or registrar who has signed or whose facsimile signature
      has been placed upon such certificate shall have ceased to be such
      officer, transfer agent or registrar before such certificate is issued, it
      may nevertheless be issued by the Company with the same effect as if he
      were such officer, transfer agent or registrar at the date of issue.
      Notwithstanding the foregoing, at the discretion of the Board or the
      Secretary, the Company may issue Shares in uncertificated form upon the
      initial issuance of such Shares or thereafter upon surrender of any
      certificates representing such Shares.

66.   The Share Register. The Register shall be kept in the manner prescribed by
      the Companies Acts at the Registered Office or at such other place in
      Bermuda as may be authorised by the Board from time to time. The Company
      may also keep one or more branch registers at such place or places outside
      Bermuda to the extent and in the manner permitted by the Companies Acts,
      and the Board may make such regulations as it thinks fit regarding the
      keeping of any branch register and may revoke or vary any such
      regulations. The Board may authorise any Share on the Register to be
      included in a branch register or any Share registered on a branch register
      to be registered on another branch register, provided that at all times
      the Register is maintained in accordance with the Companies Acts.


67.   Registration of Transfers. Registration of transfer of certificates
      representing Shares shall be effected only on the books of the Company
      only upon authorization by the registered holder thereof, or by his
      attorney authorized by power of attorney duly executed and filed with the
      Secretary or with a designated transfer agent or transfer clerk, and upon
      surrender to the Company or any transfer agent of the Company of the
      certificate or certificates being transferred, which certificate shall be
      properly endorsed or accompanied by a duly executed share transfer in the
      usual common form or in any other form that the Board may from time to
      time approve, proof of all necessary government and regulatory approvals
      governing the transfer of the Shares and the payment of all taxes thereon.
      Whenever a certificate is endorsed by or accompanied by a share transfer
      form executed by someone other than the person or persons named in the
      certificate, evidence of authority to transfer shall also be submitted
      with the certificate. Whenever any transfers of Shares shall be made for
      collateral security and not absolutely, and both the transferor and
      transferee request the Company to do so, such fact shall be stated in the
      entry of the transfer.

68.   Transmission of Shares. In the case of the death of a Shareholder, the
      survivor or survivors, or the estate representative, as appropriate, shall
      be the only person or persons recognised by the


                                       18


<PAGE>


      Company as having any title to Shares held by such holder. Nothing in
      these Bye-laws shall release the estate of a deceased holder from any
      liability in respect of any Share held by such holder either solely or
      jointly with other persons. In this Bye-law, estate representative means
      the person to whom probate or letters of administration or confirmation as
      executor has or have been granted under the laws applicable to the estate
      of the deceased Shareholder or, failing such person, such other person as
      the Board may in its absolute discretion determine to be the person
      recognised by the Company for the purpose of this Bye-law.

68.1. In the case of a person becoming entitled to a Share in consequence of the
      death of a Shareholder or otherwise by operation of Applicable Law, the
      Board may require the production to the Company of such evidence of such
      person's entitlement as is prescribed by the Companies Acts or, to the
      extent that no such evidence is prescribed, as may from time to time be
      required by the Board. Upon production of such evidence the name and
      address of the person so entitled shall be noted in the Register.

68.2. Subject to these Bye-laws, any Person Entitled by Transmission to a Share
      shall be entitled to receive (and may give a discharge for) any dividends
      or other moneys payable in respect of the Share, to attend and vote in
      respect of the Share at general meetings of the Company and of the
      relevant class of Shareholders and generally to exercise in respect of the
      Share all of the rights or privileges of a Shareholder as if such person
      were registered as the holder of the Share.

68.3. Any Person Entitled by Transmission to a Share may elect either to be
      registered as the holder of the Share or to have a nominee registered as
      the transferee. Any such person electing to be registered shall deliver or
      send to the Company a signed written notice stating that such person so
      elects. Any such person electing to have a nominee registered shall
      signify that election by signing an instrument of transfer in favour of
      such nominee. All the provisions of these Bye-laws relating to the right
      to transfer and the registration of transfer of Shares shall apply to any
      such notice or instrument of transfer 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.

68.4. The Board may at any time give notice requiring a Person Entitled by
      Transmission to a Share to elect either to be registered or to transfer
      the Share, and if the person does not comply with the notice within sixty
      (60) days the Board may withhold payment of all dividends and other moneys
      payable in respect of the Share until the person complies with the notice.

68.5. Subject to any directions of the Board from time to time in force, the
      Secretary may exercise all powers and discretions of the Board under this
      Bye-law 68.


69.   Determination of Shareholders. Except as otherwise provided by Applicable
      Law, the Company shall be entitled to recognize the exclusive right of a
      person in whose name any Share or Shares stand on the register of
      Shareholders as the owner of such Share or Shares for all purposes,
      including, without limitation, the rights to receive dividends or other
      distributions, and to vote as such owner, the Company may hold any such
      Shareholder of record liable for calls and assessments and the Company
      shall not be bound to recognize any trust or any equitable, contingent, or
      legal claim to or interest in any such Share or Shares on the part of any
      other person whether or not it shall have express or other notice thereof.


70.   Regulations, Governing Issuance and Transfer of Shares. The Board shall
      have the power and authority to make all such rules and regulations, not
      inconsistent with these Bye-laws, as it may deem expedient concerning the
      issue, transfer and registration of Shares. It may appoint, or authorize
      any officer or officers to appoint, one or more transfer agents or one or
      more transfer clerks and one or more registrars and may require all Share
      certificates to bear the signature or signatures of any of them.


71.   Fixing Record Date. In order that the Company may determine the
      Shareholders of record entitled to notice of, or to vote at, any meeting
      of Shareholders or any adjournment thereof, or entitled to


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<PAGE>


      express consent to corporate action in writing without a meeting, or
      entitled to receive payment of any dividend or other distribution or
      allotment of any rights, or entitled to exercise any rights in respect of
      any change, conversion or exchange of Share or for the purpose of any
      other lawful action, the Board may fix, in advance, a record date, which
      shall not be more than sixty (60) nor less than ten (10) days before the
      date of such meeting, nor more than sixty (60) days prior to any other
      action. Except as otherwise provided by Applicable Law, or these Bye-laws
      or by resolution of the Board:


      (1)   The record date for determining Shareholders entitled to notice of
            or to vote at a meeting of Shareholders shall be at the close of
            business on the day next preceding the day on which notice is given,
            or, if notice is waived, at the close of business on the day next
            preceding the day on which the meeting is held;


      (2)   The record date for determining Shareholders entitled to express
            consent to corporate action in writing without a meeting, when no
            prior action by the Board is necessary, shall be the day on which
            the first written consent is expressed; and


      (3)   The record date for determining Shareholders for any other purpose
            shall be at the close of business on the day on which the Board
            adopts the resolution relating thereto.


71.1  A determination of Shareholders of record entitled to notice of or to vote
      at a meeting of Shareholders shall apply to any adjournment of the
      meeting; provided, however, that the Board may fix a new record date for
      the adjourned meeting.


72.   Lost, Stolen or Destroyed Share Certificates. The holder of any
      certificates representing Shares shall immediately notify the Company of
      any loss, theft, destruction or mutilation of such certificate, and the
      Board may authorize the issuance of a new certificate in lieu thereof upon
      satisfactory proof of such loss, theft or destruction upon the giving of
      an open penalty bond with surety satisfactory to the Treasurer and the
      Company's counsel, to protect the Company or any person injured on account
      of the alleged loss, theft or destruction of any such certificate or the
      issuance of a new certificate from any liability or expense which it or
      they may incur by reason of the original certificates remaining
      outstanding and upon payment of the Company's reasonable costs incident
      thereto.


                                    DIVIDENDS


73.   Dividends and Reserves. Subject to the Companies Act and the rights
      attaching to a particular class or series of Shares, the Board may, out of
      funds available therefor, declare dividends upon Shares to be paid to the
      Shareholders, according to their respective rights and interests as and
      when they deem expedient, and may fix the time for payment of such
      dividends. The Company may deduct from any dividend, distribution or other
      monies payable to a Shareholder by the Company on or in respect of any
      Shares all sums of money (if any) presently payable by the Shareholder to
      the Company on account of calls or otherwise in respect of Shares. No
      dividend, distribution or other monies payable by the Company on or in
      respect of any Share shall bear interest against the Company.


                                   WINDING UP


74.   Winding-Up. If the Company is wound up, the liquidator may, with the
      sanction of a Resolution and any other sanction required by the Companies
      Acts:



      (1)   divide among the Shareholders in cash or in kind the whole or any
            part of the assets of the Company (whether they consist of property
            of the same kind or not) and for such purposes set such value as the
            liquidator deems fair on any property to be so divided, and
            determine how such division shall be carried out as between the
            Shareholders or different


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<PAGE>

            classes of Shareholders, provided that in all events, amounts will
            be distributed pursuant to the rights attached to those Shares then
            outstanding; and


      (2)   vest the whole or any part of such assets in trustees upon such
            trusts for the benefit of the contributories as the liquidator, with
            the like sanction, thinks fit, but so that no Shareholder shall be
            compelled to accept any Shares or other assets upon which there is
            any liability.


             EXEMPTION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS


75.   Exemption and Indemnification of Officers. Subject always to these
      Bye-laws, no Officer shall be liable for the acts, receipts, neglects or
      defaults of any other Officer nor shall any Officer be liable in respect
      of any negligence, default or breach of duty on his or her own part in
      relation to the Company or any Subsidiary, or for any loss, misfortune or
      damage which may happen, in or arising out of the actual or purported
      execution or discharge of his or her duties or the exercise or purported
      exercise of his or her powers or otherwise in relation to or in connection
      with his or her duties, powers or office.

75.1. Subject always to these Bye-laws, every Officer shall be indemnified and
      held harmless out of the funds of the Company against all liabilities,
      losses, damages or expenses (including but not limited to liabilities
      under contract, tort and statute or any applicable foreign law or
      regulation and all legal and other costs and expenses properly payable)
      incurred or suffered by the Officer arising out of the actual or purported
      execution or discharge of the Officer's duties (including. without
      limitation, in respect of his or her service at the request of the Company
      as a director, officer, partner, trustee, employee, agent or similar
      functionary of another person) or the exercise or purported exercise of
      the Officer's powers or otherwise, in relation to or in connection with
      the Officer's duties, powers or office (including but not limited to
      liabilities attaching to the Officer and losses arising by virtue of any
      rule of law in respect of any negligence, default, breach of duty or
      breach of trust of which such Officer may be guilty in relation to the
      Company or any Subsidiary of the Company).

75.2. Every Officer shall be indemnified out of the funds of the Company against
      all liabilities arising out of the actual or purported execution or
      discharge of the Officer's duties or the exercise or purported exercise of
      the Officer's powers or otherwise, in relation to or in connection with
      the Officer's duties, powers or office, incurred by such Officer in
      defending any proceedings, whether civil or criminal, in which judgement
      is given in the Officer's favour, or in which the Officer is acquitted, or
      in connection with any application under the Companies Acts in which
      relief from liability is granted to the Officer by the court.

75.3. In this Bye-law 75 (i) the term "Officer" includes, in addition to the
      persons specified in the definition of that term in Bye-law 1, the
      Resident Representative, a member of a committee constituted under these
      Bye-laws, any person acting as an Officer or committee member in the
      reasonable belief that the Officer has been so appointed or elected,
      notwithstanding any defect in such appointment or election, and any person
      who formerly was an Officer or acted in any of the other capacities
      described in this clause (i) and (ii) where the context so admits,
      references to an Officer include the estate and personal representatives
      of a deceased Officer or any such other person.

75.4. The provisions for exemption from liability and indemnity contained in
      this Bye-law shall have effect to the fullest extent permitted by
      Applicable Law, but shall not extend to any matter which would render any
      of them void pursuant to the Companies Acts.

75.5. To the extent that any person is entitled to claim an indemnity pursuant
      to these Bye-laws in respect of an amount paid or discharged by him, the
      relevant indemnity shall take effect as an obligation of the Company to
      reimburse the person making such payment (including advance payments of
      fees or other costs) or effecting such discharge.

75.6. The rights to indemnification and reimbursement of expenses provided by
      these Bye-laws shall not be deemed to be exclusive of, and are in addition
      to, any other rights to which a person may be


                                       21


<PAGE>


      entitled. Any repeal or amendment of this Bye-law 75 shall be prospective
      only and shall not limit the rights of any Officer or the obligation of
      the Company with respect to any claim arising prior to any such repeal or
      amendment.

75.7. In so far as it is permissible under Applicable Law, each Shareholder and
      the Company agree to waive any claim or right of action the Shareholder or
      it may at any time have, whether individually or by or in the right of the
      Company, against any Officer on account of any action taken by such
      Officer or the failure of such Officer 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 Officer or to recover any gain,
      personal profit or advantage to which such Officer is not legally
      entitled.

75.8. Subject to the Companies Acts, expenses incurred in defending any civil or
      criminal action or proceeding for which indemnification is required
      pursuant to this Bye-law 75 shall 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 this Bye-law 75.

75.9  Each Shareholder of the Company, by virtue of its 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 75 are made to meet
      expenditures incurred for the purpose of enabling such Officer to properly
      perform his or her duties as an Officer.


                               ACCOUNTING RECORDS


76.   Accounting Records. The Board shall cause accounting records of the
      Company to be kept in accordance with the requirements of the Companies
      Acts.

76.1. The records of account shall be kept at the Registered Office or at such
      other place or places as the Board thinks fit. 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 are required by the Companies
      Acts to be so kept. The records of account shall at all times be open to
      inspection by the Directors and, to the extent prescribed by the Companies
      Acts, by the Resident Representative. No Shareholder (other than a
      Director) shall have any right to inspect any accounting record or book or
      document of the Company except as conferred by Applicable Law or
      authorised by the Board or by Resolution.


76.2. The Board shall arrange for the financial statements of the Company to be
      prepared and audited in respect of each year or other period from time to
      time fixed by the Board and shall arrange for those financial statements
      to be made available to Shareholders and laid before the Shareholders in
      general meeting in accordance with the requirements of the Companies Acts.


                                    AUDITORS


77.   Auditors. Auditors shall be appointed and their duties regulated in
      accordance with the Companies Acts, Applicable Law and such requirements
      not inconsistent with the Companies Acts and Applicable Law as the Board
      may from time to time determine.


                               GENERAL PROVISIONS


78.   Execution of Contracts, Papers and Documents. Except as otherwise required
      by Applicable Law or these Bye-laws, any contract or other instrument may
      be executed and delivered in the name and on behalf of the Company by such
      officers or employees of the Company, or such other person as the Board
      may from time to time determine, or in the absence of such determination,
      by the Chairman or the President. Such authority may be general or
      confined to specific instances as the Board may determine. Unless
      authorized by the Board or expressly permitted by these Bye-laws,


                                       22


<PAGE>

      no officer or agent or employee shall have any power or authority to bind
      the Company by any contract or engagement or to pledge its credit or to
      incur a pecuniary liability for any purpose.


79.   Voting Shares in Other Companies. The Company may vote any and all shares
      and other securities having voting rights which may at any time and from
      time to time be held by it in any other company or companies and such vote
      may be cast either in person or by proxy by such officer of the Company as
      the Board may appoint or, in the absence of such appointment, by the
      Chairman or President.


80.   Cheques, Drafts, etc. All cheques, drafts, bills of exchange or other
      orders for the payment of money out of the funds of the Company, and all
      notes or other evidences of indebtedness of the Company, shall be signed
      in the name and on behalf of the Company by such persons and in such
      manner as shall from time to time be authorized by the Board.

81.   Corporate Seal. The Seal shall consist of a circular metal device with the
      name of the Company around its outer margin and the country and the year
      of incorporation across its centre. The Company may also have for use in
      any territory outside Bermuda one or more additional Seals, each of which
      shall be a duplicate of the Seal.

81.1  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 of the Board. Subject
      to the Companies Acts, and except as otherwise provided in these Bye-laws,
      any instrument to which a Seal is affixed shall be signed by an Officer or
      by any person who has been authorised by the Board either generally or
      specifically to attest to the use of a Seal.


82.   Fiscal Year. The fiscal year of the Company shall be a period of twelve
      (12) calendar months beginning January 1 and ending on the following
      December 31 in the same year.


                    TRANSACTIONS WITH DIRECTORS AND OFFICERS


83.   Affiliated Transactions. A Director may hold any other office or place of
      profit with the Company (except that of auditor) in addition to his or her
      office of Director for such period and upon such terms as the Board may
      determine, and may be paid such extra remuneration for so doing (whether
      by way of salary, commission, participation in profits or otherwise) as
      the Board may determine, in addition to any remuneration or other amounts
      payable to a Director pursuant to any other Bye-law.

83.1  A Director may act in a professional capacity for the Company (otherwise
      than as auditor) and the Director shall be entitled to remuneration for
      professional services as if he or she were not a Director.

83.2  Subject to the Companies Acts, a Director, (i) may be a party to, or
      otherwise interested in, any transaction or arrangement with the Company
      or in which the Company is otherwise interested, and (ii) may be a
      director or other officer of, or employed by, or a party to any
      transaction or arrangement with, or otherwise interested in, any company
      or other person promoted by the Company or in which the Company is
      interested. A Director who in any way, whether directly or indirectly, to
      his or her knowledge has a material interest in a contract with the
      Company or any of its subsidiaries shall declare the nature of the
      Director's interest at the first opportunity at a meeting of the Board at
      which the question of entering into the contract is first taken into
      consideration, if the Director knows this interest then exists, or in any
      other case at the first meeting of the Board after learning that he or she
      is or has become so interested.

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


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<PAGE>

83.4  So long as, where it is necessary, a Director declares the nature of his
      or her interest in accordance with this Bye-law, a Director shall not by
      reason of his or her office be accountable to the Company for any benefit
      the Director derives from any office or employment to which these Bye-laws
      allow him or her to be appointed or from any transaction or arrangement in
      which these Bye-laws allow the Director to be interested, and no such
      transaction or arrangement shall be avoided on the ground of any such
      interest or benefit.


84.   Determining Quorum in the Event of Common or Interested Director. Upon
      declaring their interest, common or interested Directors may be counted in
      determining the presence of a quorum and, subject to these Bye-laws, may
      vote at a meeting of the Board or of a committee thereof which considered
      or authorized the contract or transaction.


                                  CONTINUATION


85.   Continuance. Subject to the Companies Acts, approval of the Board and a
      Resolution passed by a majority of the issued Shares entitled to vote may
      approve the discontinuation of the Company in Bermuda and the continuation
      of the Company in a jurisdiction outside Bermuda.


                                  AMALGAMATION


86.   Amalgamation. 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 the majority provided
      for in Bye-law 22 at such meeting and the quorum for such meeting shall be
      that required in Bye-law 19 and a poll may be demanded in respect of such
      resolution in accordance with the provisions of the Companies Act.


                        SALE, LEASE OR EXCHANGE OF ASSETS


(1)87.    Sale, Lease or Exchange of Assets. The Board of Directors is hereby
          expressly authorized to sell, lease or exchange all or substantially
          all of the Company's property and assets, including the Company's
          goodwill and its corporate franchises, upon such terms and conditions
          and for such consideration, which may consist in whole or in part of
          money or other property, including shares of stock in, and/or other
          securities of, any other corporation or corporations, as the Board of
          Directors deems expedient and for the best interests of the Company,
          subject to the authorization by a resolution adopted by the
          affirmative vote of the holders of record of a majority of the
          outstanding shares of capital stock of the Company entitled to vote on
          the relevant record date with respect thereto. Notwithstanding
          authorization or consent to a proposed sale, lease or exchange of the
          Company's property and assets by the shareholders, the Board of
          Directors may abandon such proposed sale, lease or exchange without
          further action by the shareholders, subject to the rights, if any, of
          third parties under any contract relating thereto.


                             ALTERATION OF BYE-LAWS


(2)88.    Alteration of Bye-laws. These Bye-laws may be revoked or amended only
          by the Board, which may from time to time revoke or amend them in any
          way by a resolution of the Board, but no such revocation or amendment
          shall be operative unless and until it is approved by a Resolution of
          the holders of a majority of the issued Shares entitled to vote.





                              --------------------
(1)Bye-law 87 inserted by amendment adopted at AGM held on 7 June 2005
(2)Bye-law 88 renumbered by amendment adopted at AGM held on 7 June 2005



                                       24