EXHIBIT 1.4



                                 B Y E - L A W S

                                       OF

                       SHIP FINANCE INTERNATIONAL LIMITED






              Amended and adopted on the 1st day of December, 2006



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                                    I N D E X
                                    ---------

Bye-law           Subject                                           Page
-------           -------                                           ----

1                 Interpretation                                    1 & 2

2                 Registered Office                                 2

3,4               Share Rights                                      2 & 3

5,6               Modification of Rights                            3

7-9               Shares                                            3 & 4

10-12             Certificates                                      4

13-15             Lien                                              4 & 5

16-21             Calls on Shares                                   5 & 6

22-28             Forfeiture of Shares                              6 & 7

29                Register of Shareholders                          7

30                Register of Directors and Officers                7

31-34             Transfer of Shares                                7 & 8

35-38             Transmission of Shares                            8 & 9

39-41             Increase of Capital                               9 & 10

42,43             Alteration of Capital                             10

44,45             Reduction of Capital                              10 & 11

46                General Meetings and Written Resolutions          11

47,48             Notice of General Meetings                        11

49-55             Proceedings at General Meetings                   12 & 13

56-67             Voting                                            13, 14 & 15


Bye-law           Subject                                           Page
-------           -------                                           ----

68-73             Proxies and Corporate Representatives             15 & 16

74-76             Appointment and Removal of Directors              17

77                Resignation and Disqualification of Directors     17

78-80             Alternate Directors                               18

81                Directors' Fees and Additional
                  Remuneration and Expenses                         18 & 19

82                Directors' Interests                              19 & 20

83-87             Powers and Duties of the Board                    20 & 21

88-90             Delegation of the Board's Powers                  21

91-99             Proceedings of the Board                          21, 22 & 23

100               Officers                                          23

101               Minutes                                           23

102,103           Secretary and Resident Representative             24

104               The Seal                                          24

105-111           Dividends and Other Payments                      24, 25 & 26

112               Reserves                                          26

113,114           Capitalisation of Profits                         26 & 27

115               Record Dates                                      27

116-118           Accounting Records                                27

119               Audit                                             28

120-122           Service of Notices and Other Documents            28

123               Winding Up                                        29


Bye-law           Subject                                           Page
-------           -------                                           ----

124-131           Indemnity                                         29 & 30

132               Alteration of Bye-laws                            31



<PAGE>




B Y E - L A W S

of

Ship Finance International Limited


INTERPRETATION
--------------

1.   In these  Bye-laws  and any  Schedule  below  unless the context  otherwise
     requires:

          "Alternate  Director"  means  such  person  or  persons  as  shall  be
          appointed from time to time pursuant to Bye-law 78;

          "Bermuda" means the Islands of Bermuda;

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

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

          "Company" means the company  incorporated in Bermuda under the name of
          Ship Finance International Limited on the 10th day of October , 2003;

          "Director"  means  such  person  or  persons  as shall be  elected  or
          appointed  to the Board  from time to time  pursuant  to  Bye-law  74,
          Bye-law 75 or the Companies Acts;

          "Independent  Director" means a duly appointed  member of the Board of
          the Company who is not at the time of and during such appointment, and
          has not been  during  the  immediately  preceding  24  months,  (a) an
          Officer, Director (other than of the Company) or employee,  affiliate,
          associate,  material  supplier or material  customer of the Company or
          any of its  affiliates,  or (b) a direct,  indirect or  shareholder or
          beneficial owner of the Company or any of its affiliates;

          "Memorandum of Association" means the Memorandum of Association of the
          Company as amended from time to time;

          "Officer" means such person or persons as shall be appointed from time
          to time by the Board pursuant to Bye-law 100;

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

          "Register" means the Register of Shareholders of the Company;

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

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

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

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

          "Shareholder" means a shareholder or member of the Company;

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

          for the purposes of these Bye-laws a corporation shall be deemed to be
          present in person if its  representative  duly authorised  pursuant to
          the Companies Acts is present;

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

          words  importing  only the masculine  gender  include the feminine and
          neuter genders respectively;

          words importing persons include companies or associations or bodies of
          persons, whether corporate or un-incorporate wherever established;

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

         unless otherwise defined herein, any words or expressions defined in
         the Companies Acts in force on the date when these Bye-laws, or any
         part thereof, are adopted shall bear the same meaning in these Bye-laws
         or such part (as the case may be); and

         These Bye-laws shall be read subject to the provisions of the
         Memorandum of Association and in the event of any ambiguity or
         inconsistency, between the Memorandum of Association and these
         Bye-laws, the provisions of the Memorandum of Association shall
         prevail.

REGISTERED OFFICE
-----------------

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

SHARE RIGHTS
------------

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

4.   Subject to the Companies Acts, any preference shares may, with the sanction
     of a Resolution, be issued on terms:

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

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

     (c)  if authorised by the  Memorandum of the Company,  that they are liable
          to be redeemed at the option of the holder.

     The  terms  and  manner  of  redemption  shall  be  provided  for by way of
     amendment of these Bye-laws.

MODIFICATION OF RIGHTS
----------------------

5.   Subject to the  Companies  Acts,  all or any of the special  rights for the
     time being  attached  to any class of shares for the time being  issued may
     from time to time (whether or not the Company is being wound up) be altered
     or  abrogated  with the  consent in writing of the holders of not less than
     seventy  five  percent  of the  issued  shares  of that  class  or with the
     sanction  of a  resolution  passed at a  separate  general  meeting  of the
     holders of such shares  voting in person or by proxy.  To any such separate
     general  meeting,  all the  provisions  of  these  Bye-laws  as to  general
     meetings of the  Company  shall  mutatis  mutandis  apply,  but so that the
     necessary  quorum shall be two or more persons  holding or  representing by
     proxy any of the shares of the relevant class,  that every holder of shares
     of the  relevant  class  shall be  entitled on a poll to one vote for every
     such share held by him and that any holder of shares of the relevant  class
     present in person or by proxy may demand a poll; provided, however, that if
     the Company or a class of Shareholders shall have only one Shareholder, one
     Shareholder  present in person or by proxy shall  constitute  the necessary
     quorum.

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

SHARES
------

7.   Subject to the provisions of these Bye-laws and to any rights  attaching to
     issued and outstanding  shares, the unissued shares of the Company shall be
     at the disposal of the Board, which may issue,  offer,  allot,  exchange or
     otherwise  dispose  of  shares  or  options,  warrants  or other  rights to
     purchase shares or securities  convertible  into or exchangeable for shares
     (including  any employee  benefit plan providing for the issuance of shares
     or options,  warrants or other rights in respect  thereof),  at such times,
     for such  consideration  and on such terms and  conditions as the Board may
     determine (including,  without limitation,  such preferred or other special
     rights or  restrictions  with respect to dividend,  voting,  liquidation or
     other rights of the shares).

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

9.   Except as ordered by a court of  competent  jurisdiction  or as required by
     law, no person shall be recognised by the Company as holding any share upon
     trust  and the  Company  shall  not be bound by or  required  in any way to
     recognise  (even when having  notice  thereof) any  equitable,  contingent,
     future or partial  interest in any share or any interest in any  fractional
     part of a share or (except only as otherwise  provided in these Bye-laws or
     by law) any other right in respect of any share except an absolute right to
     the entirety thereof in the registered holder.

CERTIFICATES
------------

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

11.  If a share  certificate  is defaced,  lost or  destroyed it may be replaced
     without fee but on such terms (if any) as to evidence and  indemnity and to
     payment  of the  costs  and  out of  pocket  expenses  of  the  Company  in
     investigating  such evidence and preparing  such indemnity as the Board may
     think fit and, in case of defacement, on delivery of the old certificate to
     the Company.

12.  All  certificates  for share or loan  capital  or other  securities  of the
     Company (other than letters of allotment, scrip certificates and other like
     documents)  shall,  except to the extent that the terms and  conditions for
     the time being  relating  thereto  otherwise  provide,  be issued under the
     Seal.  The Board may by resolution  determine,  either  generally or in any
     particular case, that any signatures on any such  certificates  need not be
     autographic  but may be affixed  to such  certificates  by some  mechanical
     means or may be  printed  thereon  or that  such  certificates  need not be
     signed by any persons.

LIEN
----

13.  The Company shall have a first and paramount lien on every share (not being
     a fully  paid  share) for all  moneys,  whether  presently  payable or not,
     called or payable,  at a date fixed by or in  accordance  with the terms of
     issue of such share in respect of such share,  and the  Company  shall also
     have a first and  paramount  lien on every  share  (other than a fully paid
     share) standing registered in the name of a Shareholder,  whether singly or
     jointly with any other person,  for all the debts and  liabilities  of such
     Shareholder or his estate to the Company,  whether the same shall have been
     incurred  before or after  notice to the  Company  of any  interest  of any
     person other than such Shareholder, and whether the time for the payment or
     discharge   of  the  same  shall  have   actually   arrived  or  not,   and
     notwithstanding  that the  same are  joint  debts  or  liabilities  of such
     Shareholder  or his estate and any other person,  whether a Shareholder  or
     not. The Company's  lien on a share shall extend to all  dividends  payable
     thereon.  The Board may at any time,  either generally or in any particular
     case,  waive any lien that has arisen or declare  any share to be wholly or
     in part exempt from the provisions of this Bye-law.

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

15.  The net  proceeds  of sale by the  Company  of any shares on which it has a
     lien shall be applied in or  towards  payment or  discharge  of the debt or
     liability  in  respect  of  which  the  lien  exists  so far as the same is
     presently payable,  and any residue shall (subject to a like lien for debts
     or liabilities not presently payable as existed upon the share prior to the
     sale) be paid to the holder of the share immediately  before such sale. For
     giving  effect  to any such sale the Board  may  authorise  some  person to
     transfer the share sold to the purchaser  thereof.  The purchaser  shall be
     registered  as the  holder of the share and he shall not be bound to see to
     the application of the purchase money,  nor shall his title to the share be
     affected by any  irregularity or invalidity in the proceedings  relating to
     the sale.

CALLS ON SHARES
---------------

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

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

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

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

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

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

FORFEITURE OF SHARES
--------------------

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

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

24.  If the  requirements of any such notice as aforesaid are not complied with,
     any share in respect  of which  such  notice has been given may at any time
     thereafter, before payment of all calls or installments and interest due in
     respect thereof has been made, be forfeited by a resolution of the Board to
     that  effect.  Such  forfeiture  shall  include all  dividends  declared in
     respect  of  the  forfeited   shares  and  not  actually  paid  before  the
     forfeiture.

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

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

27.  A person whose shares have been  forfeited  shall  thereupon  cease to be a
     Shareholder in respect of the forfeited  shares but shall,  notwithstanding
     the forfeiture, remain liable to pay to the Company all moneys which at the
     date of forfeiture were presently  payable by him to the Company in respect
     of the shares with interest thereon at such rate as the Board may determine
     from the date of  forfeiture  until  payment,  and the  Company may enforce
     payment  without  being under any  obligation to make any allowance for the
     value of the shares forfeited.

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

REGISTER OF SHAREHOLDERS
------------------------

29.  The Secretary  shall establish and maintain the Register of Shareholders in
     the manner  prescribed by the Companies  Acts.  Unless the Board  otherwise
     determines, the Register of Shareholders shall be open to inspection in the
     manner  prescribed by the Companies  Acts between 10.00 a.m. and 12.00 noon
     on every working day. Unless the Board otherwise determines, no Shareholder
     or intending  Shareholder shall be entitled to have entered in the Register
     any indication of any trust or any equitable, contingent, future or partial
     interest in any share or any interest in any fractional part of a share and
     if any such  entry  exists  or is  permitted  by the  Board it shall not be
     deemed to abrogate any of the provisions of Bye-law 9.

REGISTER OF DIRECTORS AND OFFICERS
----------------------------------

30.  The Secretary  shall establish and maintain a register of the Directors and
     Officers of the Company as required by the Companies  Acts. The register of
     Directors and Officers shall be open to inspection in the manner prescribed
     by the  Companies  Acts between  10:00 a.m. and 12:00 noon on every working
     day.

TRANSFER OF SHARES
------------------

31.  Subject to the Companies Acts and to such of the restrictions  contained in
     these Bye-laws as may be applicable,  any  Shareholder  may transfer all or
     any of his shares by an  instrument of transfer in the usual common form or
     in any other form which the Board may approve.

32.  The  instrument  of  transfer of a share shall be signed by or on behalf of
     the transferor and where any share is not  fully-paid the  transferee,  and
     the transferor  shall be deemed to remain the holder of the share until the
     name of the transferee is entered in the Register in respect  thereof.  All
     instruments of transfer when registered may be retained by the Company. The
     Board may, in its  absolute  discretion  and without  assigning  any reason
     therefor,  decline to  register  any  transfer  of any share which is not a
     fully-paid share.

     The Board may also decline to register any transfer unless:-

     (a)  the  instrument  of  transfer  is duly  stamped  and  lodged  with the
          Company,  accompanied  by the  certificate  for the shares to which it
          relates,  and such other evidence as the Board may reasonably  require
          to show the right of the transferor to make the transfer,

     (b)  the instrument of transfer is in respect of only one class of share,

     (c)  where  applicable,  the permission of the Bermuda  Monetary  Authority
          with respect thereto has been obtained.

     Subject  to any  directions  of the Board  from time to time in force,  the
     Secretary may exercise the powers and  discretions  of the Board under this
     Bye-law and Bye-law 31.

33.  If the Board declines to register a transfer it shall,  within three months
     after the date on which the instrument of transfer was lodged,  send to the
     transferee notice of such refusal.

34.  No fee shall be  charged  by the  Company  for  registering  any  transfer,
     probate, letters of administration, certificate of death or marriage, power
     of attorney,  distringas or stop notice, order of court or other instrument
     relating to or affecting  the title to any share,  or  otherwise  making an
     entry in the Register relating to any share.

TRANSMISSION OF SHARES
----------------------

35.  In the case of the death of a Shareholder, the survivor or survivors, where
     the deceased was a joint holder,  and the estate  representative,  where he
     was sole  holder,  shall be the only  person  recognised  by the Company as
     having any title to his shares;  but nothing herein contained shall release
     the  estate of a  deceased  holder  (whether  the sole or  joint)  from any
     liability  in respect of any share held by him solely or jointly with other
     persons. For the purpose of this Bye-law,  estate  representative means the
     person  to whom  probate  or  letters  of  administration  has or have been
     granted in Bermuda or,  failing any 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.

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

37.  A person  becoming  entitled  to a share in  consequence  of the death of a
     Shareholder  or otherwise by operation of  applicable  law shall (upon such
     evidence  being  produced as may from time to time be required by the Board
     as to his  entitlement) be entitled to receive and may give a discharge for
     any dividends or other moneys payable in respect of the share, but he shall
     not be entitled in respect of the share to receive  notices of or to attend
     or vote at general  meetings  of the  Company  or,  save as  aforesaid,  to
     exercise  in  respect  of the share any of the  rights or  privileges  of a
     Shareholder  until he shall have become  registered as the holder  thereof.
     The Board may at any time give notice requiring such person to elect either
     to be registered  himself or to transfer the share and if the notice is not
     complied with within sixty days the Board may thereafter  withhold  payment
     of all  dividends  and other moneys  payable in respect of the shares until
     the requirements of the notice have been complied with.

38.  Subject  to any  directions  of the Board  from time to time in force,  the
     Secretary  may  exercise  the powers  and  discretions  of the Board  under
     Bye-laws 35, 36 and 37.

INCREASE OF CAPITAL
-------------------

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

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

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

ALTERATION OF CAPITAL
---------------------

42.  The Company may from time to time by Resolution:-

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

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

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

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

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

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

     Where any difficulty  arises in regard to any division,  consolidation,  or
     sub-division under this Bye-law, the Board may settle the same as it thinks
     expedient  and,  in  particular,  may  arrange  for the sale of the  shares
     representing  fractions and the distribution of the net proceeds of sale in
     due proportion amongst the Shareholders who would have been entitled to the
     fractions,  and for this  purpose  the Board may  authorise  some person to
     transfer the shares  representing  fractions to the purchaser thereof,  who
     shall  not be bound to see to the  application  of the  purchase  money nor
     shall his title to the shares be affected by any irregularity or invalidity
     in the proceedings relating to the sale.

43.  Subject to the Companies Acts and to any  confirmation or consent  required
     by law or these  Bye-laws,  the Company may by Resolution from time to time
     convert any preference shares into redeemable preference shares.

REDUCTION OF CAPITAL
--------------------

44.  Subject to the Companies  Acts,  its  memorandum  and any  confirmation  or
     consent  required  by law or these  Bye-laws,  the Company may from time to
     time by  Resolution  authorise the reduction of its issued share capital or
     any capital  redemption  reserve fund or any share  premium or  contributed
     surplus account in any manner.

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

GENERAL MEETINGS AND WRITTEN RESOLUTIONS
----------------------------------------

46.  (a)  The Board shall convene and the Company shall hold general meetings as
          Annual General  Meetings in accordance  with the  requirements  of the
          Companies  Acts at such times and places as the Board  shall  appoint.
          The Board may, whenever it thinks fit, and shall, when required by the
          Companies  Acts,  convene  general  meetings other than Annual General
          Meetings which shall be called Special General Meetings.

     (b)  Except in the case of the removal of auditors and Directors,  anything
          which may be done by resolution  of the Company in general  meeting or
          by  resolution  of a meeting of any class of the  Shareholders  of the
          Company may,  without a meeting and without any previous  notice being
          required,  be done by  resolution  in  writing,  signed  by all of the
          Shareholders or 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 by, 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, all the
          Shareholders  of  the  Company,  or  any  class  thereof,  in as  many
          counterparts as may be necessary.

     (c)  For the  purposes  of this  Bye-law,  the  date of the  resolution  in
          writing is the date when the  resolution  is signed by, 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, the last
          Shareholder  to sign and any reference in any enactment to the date of
          passing of a  resolution  is, in relation to a  resolution  in writing
          made in accordance with this Bye-law, a reference to such date.

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

NOTICE OF GENERAL MEETINGS
--------------------------

47.  An Annual General Meeting shall be called by not less than 5 days notice in
     writing and a Special  General  Meeting  shall be called by not less than 5
     days notice in writing.  The notice  shall be exclusive of the day on which
     it is served  or deemed to be served  and of the day for which it is given,
     and shall specify the place, day and time of the meeting,  and, in the case
     of a Special  General  Meeting,  the general  nature of the  business to be
     considered.  Notice of every  general  meeting shall be given in any manner
     permitted by Bye-laws 120 and 121 to all  Shareholders  other than such as,
     under the  provisions of these Bye-laws or the terms of issue of the shares
     they hold, are not entitled to receive such notice from the Company.

     Notwithstanding  that a meeting of the Company is called by shorter  notice
     than that  specified in this Bye-law,  it shall be deemed to have been duly
     called if it is so agreed:-

          (a)  in the case of a meeting called as an Annual General Meeting,  by
               all the Shareholders entitled to attend and vote thereat;

          (b)  in the case of any other meeting,  by a majority in number of the
               Shareholders  having the right to attend and vote at the meeting,
               being a  majority  together  holding  not less than 95 percent in
               nominal value of the shares giving that right;

     provided  that   notwithstanding  any  provision  of  these  Bye-Laws,   no
     Shareholder  shall be entitled to attend any general  meeting unless notice
     in writing of the intention to attend and vote in person or by proxy signed
     by or on behalf of the Shareholder  (together with the power of attorney or
     other authority, if any, under which it is signed or a notarially certified
     copy thereof)  addressed to the  Secretary is deposited (by post,  courier,
     facsimile  transmission or other electronic means) at the Registered Office
     at least 48 hours before the time appointed for holding the general meeting
     or adjournment thereof.

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

PROCEEDINGS AT GENERAL MEETINGS
-------------------------------

49.  No business  shall be transacted at any general  meeting unless a quorum is
     present when the meeting proceeds to business,  but the absence of a quorum
     shall not preclude the appointment, choice or election of a chairman, which
     shall  not be  treated  as part of the  business  of the  meeting.  Save as
     otherwise  provided by these  Bye-laws,  the quorum at any general  meeting
     shall be constituted by one or more shareholders,  either present in person
     or by proxy,  holding in  aggregate  shares  carrying 33 1/3% of the voting
     rights entitled to be exercised at such meeting.

50.  If within five  minutes (or such longer time as the chairman of the meeting
     may determine to wait) after the time  appointed for the meeting,  a quorum
     is  not  present,   the  meeting,   if  convened  on  the   requisition  of
     Shareholders,  shall be  dissolved.  In any  other  case,  it  shall  stand
     adjourned  to such other day and such other time and place as the  chairman
     of the meeting may determine and at such adjourned meeting two Shareholders
     present in person or by proxy  (whatever the number of shares held by them)
     shall  be a  quorum  provided  that if the  Company  shall  have  only  one
     Shareholder, one Shareholder present in person or by proxy shall constitute
     the necessary quorum. The Company shall give not less than 5 days notice of
     any meeting  adjourned through want of a quorum and such notice shall state
     that the sole Shareholder or, if more than one, two Shareholders present in
     person or by proxy  (whatever the number of shares held by them) shall be a
     quorum.

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

52.  Each Director shall be entitled to attend and speak at any general  meeting
     of the Company.

53.  The Chairman (if any) of the Board or, in his absence,  the President shall
     preside as chairman at every general meeting.  If there is no such Chairman
     or President,  or if at any meeting  neither the Chairman nor the President
     is present  within five minutes  after the time  appointed  for holding the
     meeting, or if neither of them is willing to act as chairman, the Directors
     present  shall choose one of their number to act or if one Director only is
     present he shall  preside as  chairman if willing to act. If no Director is
     present,  or if each of the Directors  present  declines to take the chair,
     the persons present and entitled to vote on a poll shall elect one of their
     number to be chairman.

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

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

VOTING
------

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

57.  At any general  meeting,  a resolution put to the vote of the meeting shall
     be decided on a show of hands unless  (before or on the  declaration of the
     result of the show of hands or on the  withdrawal of any other demand for a
     poll) a poll is demanded by:-

          (a)  the chairman of the meeting; or

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

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

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

     Unless a poll is so demanded and the demand is not withdrawn, a declaration
     by the chairman that a resolution has, on a show of hands,  been carried or
     carried  unanimously  or by a  particular  majority  or  not  carried  by a
     particular majority or lost shall be final and conclusive,  and an entry to
     that effect in the minute book of the Company shall be conclusive  evidence
     of the fact  without  proof of the number of votes  recorded for or against
     such resolution.

58.  If a poll is duly  demanded,  the  result of the poll shall be deemed to be
     the resolution of the meeting at which the poll is demanded.

59.  A  poll  demanded  on the  election  of a  chairman,  or on a  question  of
     adjournment,  shall  be  taken  forthwith.  A poll  demanded  on any  other
     question shall be taken in such manner and either forthwith or at such time
     (being not later than three  months after the date of the demand) and place
     as the  chairman  shall  direct.  It shall  not be  necessary  (unless  the
     chairman otherwise directs) for notice to be given of a poll.

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

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

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

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

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

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

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

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

PROXIES AND CORPORATE REPRESENTATIVES
-------------------------------------

68.  The instrument appointing a proxy shall be in writing under the hand of the
     appointor  or of his  attorney  authorised  by him in  writing  or,  if the
     appointor is a  corporation,  either under its seal or under the hand of an
     officer, attorney or other person authorised to sign the same.

69.  Any  Shareholder  may  appoint  a  standing  proxy  or  (if a  corporation)
     representative  by  depositing  at the  Registered  Office a proxy or (if a
     corporation)  an  authorisation  and such proxy or  authorisation  shall be
     valid for all general meetings and adjournments  thereof or, resolutions in
     writing,  as the case may be, until notice of revocation is received at the
     Registered  Office.  Where a standing proxy or  authorisation  exists,  its
     operation  shall be deemed to have been suspended at any general meeting or
     adjournment  thereof at which the  Shareholder  is present or in respect to
     which the  Shareholder has specially  appointed a proxy or  representative.
     The Board may from time to time  require  such  evidence  as it shall  deem
     necessary  as to the due  execution  and  continuing  validity  of any such
     standing  proxy or  authorisation  and the  operation of any such  standing
     proxy or  authorisation  shall be deemed to be suspended until such time as
     the Board  determines that it has received the requested  evidence or other
     evidence satisfactory to it.

70.  Subject to Bye-law 69, the instrument appointing a proxy together with such
     other  evidence as to its due  execution as the Board may from time to time
     require,  shall be delivered at the Registered  Office (or at such place as
     may be  specified in the notice  convening  the meeting or in any notice of
     any adjournment or, in either case or the case of a written resolution,  in
     any document sent therewith)  prior to the holding of the relevant  meeting
     or adjourned  meeting at which the person named in the instrument  proposes
     to vote  or,  in the  case of a poll  taken  subsequently  to the date of a
     meeting or adjourned  meeting,  before the time appointed for the taking of
     the poll, or, in the case of a written  resolution,  prior to the effective
     date of the written resolution and in default the instrument of proxy shall
     not be treated as valid.

71.  Instruments  of proxy  shall be in any common form or in such other form as
     the Board may approve  and the Board may,  if it thinks fit,  send out with
     the notice of any meeting or any written resolution forms of instruments of
     proxy  for  use  at  that  meeting  or  in  connection  with  that  written
     resolution.  The instrument of proxy shall be deemed to confer authority to
     demand  or join in  demanding  a poll  and to  vote on any  amendment  of a
     written  resolution  or amendment  of a  resolution  put to the meeting for
     which it is given as the proxy  thinks fit. The  instrument  of proxy shall
     unless the contrary is stated therein be valid as well for any  adjournment
     of the meeting as for the meeting to which it relates.

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

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

APPOINTMENT AND REMOVAL OF DIRECTORS
------------------------------------

74.  The  number  of  Directors  shall be such  number  not less than two as the
     Company by Resolution may from time to time  determine and,  subject to the
     Companies Acts and these  Bye-laws,  shall serve until  re-elected or their
     successors are appointed at the next Annual General  Meeting.  The Board of
     Directors  shall  include  at  least  one  Independent   Director.   If  an
     Independent  Director  resigns,  dies,  or becomes  incapacitated,  or such
     position is otherwise vacant, and there are no other Independent Directors,
     no action requiring  affirmative vote of the Independent Directors shall be
     taken until a successor  Independent  Director is elected and qualified and
     approves such action. A successor  Independent  Director shall be appointed
     by the remaining  directors on the Board.  No  Independent  Director may be
     removed unless and until his or her successor is appointed and has accepted
     such position.

75.  The  Company  shall at the Annual  General  Meeting  and may by  Resolution
     determine  the  minimum  and the  maximum  number of  Directors  and may by
     Resolution  determine  that one or more  vacancies  in the  Board  shall be
     deemed  casual  vacancies  for the  purposes  of  these  Bye-laws.  Without
     prejudice to the power of the Company by  Resolution in pursuance of any of
     the  provisions  of these  Bye-laws to appoint any person to be a Director,
     the Board, so long as a quorum of Directors  remains in office,  shall have
     power at any time and from time to time to appoint any  individual  to be a
     Director so as to fill a casual vacancy.

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

RESIGNATION AND DISQUALIFICATION OF DIRECTORS
---------------------------------------------

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

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

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

     (c)  if he becomes bankrupt or compounds with his creditors;

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

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

ALTERNATE DIRECTORS
-------------------

78.  The  Company  may by  Resolution  elect  any  person or  persons  to act as
     Directors in the  alternative  to any of the Directors or may authorise the
     Board to appoint such  Alternate  Directors  and a Director may appoint and
     remove  his own  Alternate  Director.  Any  appointment  or  removal  of an
     Alternate  Director by a Director  shall be effected by depositing a notice
     of  appointment  or removal with the  Secretary at the  Registered  Office,
     signed by such  Director,  and such  appointment  or removal  shall  become
     effective on the date of receipt by the Secretary.  Any Alternate  Director
     may be removed by Resolution of the Company and, if appointed by the Board,
     may be removed by the Board. Subject as aforesaid,  the office of Alternate
     Director shall continue until the next annual  election of Directors or, if
     earlier,  the date on which the relevant  Director ceases to be a Director.
     An  Alternate  Director may also be a Director in his own right and may act
     as alternate to more than one Director.

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

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

DIRECTORS' FEES AND ADDITIONAL REMUNERATION AND EXPENSES
--------------------------------------------------------

81.  The  amount,  if  any,  of  Directors'  fees  shall  from  time  to time be
     determined  by  the  Company  by  Resolution   and  in  the  absence  of  a
     determination to the contrary in general meeting, such fees shall be deemed
     to  accrue  from  day to day.  Each  Director  may be paid  his  reasonable
     travelling,  hotel and incidental  expenses in attending and returning from
     meetings of the Board or committees  constituted pursuant to these Bye-laws
     or general meetings and shall be paid all expenses  properly and reasonably
     incurred  by  him in  the  conduct  of  the  Company's  business  or in the
     discharge of his duties as a Director.  Any Director who, by request,  goes
     or resides abroad for any purposes of the Company or who performs  services
     which in the  opinion  of the  Board go  beyond  the  ordinary  duties of a
     Director  may be paid such extra  remuneration  (whether  by way of salary,
     commission,  participation  in  profits  or  otherwise)  as the  Board  may
     determine,  and  such  extra  remuneration  shall  be in  addition  to  any
     remuneration provided for by or pursuant to any other Bye-law.

DIRECTORS' INTERESTS
--------------------

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

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

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

     (d)  So long as,  where it is  necessary,  he  declares  the  nature of his
          interest  at the first  opportunity  at a  meeting  of the Board or by
          writing to the Directors as required by the Companies Acts, a Director
          shall not by reason of his office be  accountable  to the  Company for
          any benefit  which he derives from any office or  employment  to which
          these  Bye-laws  allow him to be appointed or from any  transaction or
          arrangement in which these Bye-laws allow him to be interested, and no
          such  transaction or arrangement  shall be liable to be avoided on the
          ground of any interest or benefit.

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

POWERS AND DUTIES OF THE BOARD
------------------------------

83.  The Board shall manage the business of the Company in  accordance  with the
     requirements  and limitations  contained in Bye-laws 83(A) and 83(B) and in
     the event of any conflict  between  Bye-laws  83(A) and 83(B) and any other
     Bye-law, the provisions of Bye-laws 83(A) and 83(B) shall prevail.  Subject
     to the provisions of the Companies Acts and to Bye-laws 83(A) and 83(B) and
     these  Bye-laws and to any  directions  given by the Company by Resolution,
     responsibility  for the  management  of the Company  shall be vested in the
     Board of  Directors.  The Board may pay all expenses  incurred in promoting
     and  incorporating  the  Company  and may  exercise  all the  powers of the
     Company.  No  alteration  of these  Bye-laws  and no such  direction  shall
     invalidate  any prior act of the Board  which would have been valid if that
     alteration  had not been made or that  direction  had not been  given.  The
     powers  given by this  Bye-law  shall not be limited by any  special  power
     given to the Board by these  Bye-laws and a meeting of the Board at which a
     quorum  is  present   shall  be  competent  to  exercise  all  the  powers,
     authorities  and discretions for the time being vested in or exercisable by
     the Board.

83(A) Notwithstanding  anything to the contrary in these Bye-laws,  the business
     of the Company shall be  restricted  to the business  purposes set forth in
     the Memorandum of Association of the Company.  The Board shall procure that
     the  Company  shall  only  transact  the  aforementioned  business  and any
     business necessary or incidental to the foregoing business purposes.

83(B) The Board shall procure that the Company shall at all times:  (a) maintain
     books and records separate from any other person or entity; (b) conduct its
     own business in its own name;  (c) maintain its accounts  separate from any
     other person or entity;  (d) maintain separate  financial  statements;  (e)
     maintain  its  funds and  assets  separately  from the  assets of any other
     person or entity;  (f) not commingle its money,  cheques,  cash proceeds or
     other  assets  with those of any other  person or  entity;  (g) pay its own
     liabilities  out of its own funds;  (h) observe all corporate  formalities;
     (i) use separate stationery, invoices, and cheques; (j) allocate fairly and
     reasonably  any overhead for shared office space;  (k) hold itself out as a
     separate  entity;  (l) correct  any known  misunderstanding  regarding  its
     separate   identity;   (m)  maintain  adequate  capital  in  light  of  its
     contemplated  business  operations;  and (n) hold  appropriate  and regular
     meetings of the Board of Directors to authorize all corporate actions.

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

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

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

87.  The Board may from time to time appoint one or more of its body to hold any
     other  employment or executive  office with the Company for such period and
     upon such terms as the Board may  determine and may revoke or terminate any
     such appointments. Any such revocation or termination as aforesaid shall be
     without  prejudice  to any claim for damages  that such  Director  may have
     against the Company or the Company may have against  such  Director for any
     breach of any contract of service  between him and the Company which may be
     involved in such revocation or  termination.  Any person so appointed shall
     receive such  remuneration (if any) (whether by way of salary,  commission,
     participation  in profits or  otherwise)  as the Board may  determine,  and
     either in addition to or in lieu of his remuneration as a Director.

DELEGATION OF THE BOARD'S POWERS
--------------------------------

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

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

90.  The Board may delegate any of its powers,  authorities  and  discretions to
     any person or to committees,  consisting of such person or persons (whether
     a member or members of its body or not) as it thinks fit. Any  committee so
     formed shall, in the exercise of the powers, authorities and discretions so
     delegated,  conform to any regulations  which may be imposed upon it by the
     Board.

PROCEEDINGS OF THE BOARD
------------------------

91.  The Board may meet for the  despatch of  business,  adjourn  and  otherwise
     regulate  its meetings as it thinks fit.  Questions  arising at any meeting
     shall be determined  by a majority of votes.  In the case of an equality of
     votes the motion shall be deemed to have been lost. A Director may, and the
     Secretary  on the  requisition  of a Director  shall,  at any time summon a
     meeting of the Board. Notwithstanding anything to the contrary contained in
     these Bye-laws,  the prior approval of a resolution passed by a majority of
     Directors  (which  majority shall include the approval of a majority of the
     Independent  Directors) or a unanimous written  resolution of the Directors
     (which shall include the approval of the  Independent  Directors)  shall be
     required  in the  following  circumstances  (a) to  file  a  bankruptcy  or
     insolvency petition or otherwise institute insolvency proceedings on behalf
     of the  Company,  (b)  to  consent  to the  institution  of  bankruptcy  or
     insolvency proceedings against the Company, (c) to enter into any agreement
     or other  arrangement  conferring any authority or other entitlement on any
     person to appoint a receiver,  liquidator,  assignee, trustee, sequestrator
     (or other  similar  official) of the Company or a  substantial  part of the
     property of the Company,  (d) to make any assignment for the benefit of the
     Company's creditors, (e) to propose, or consent to, a scheme of arrangement
     with  creditors  or  shareholders;  (f) to cause  the  Company  to admit in
     writing its inability to pay its debts generally as they become due, (g) to
     dissolve, liquidate, consolidate, merge or sell all or substantially all of
     the assets of the  Company;  (h) to engage in any business  activity  other
     than the  business  purpose of the Company  described in Bye-law 83, (i) to
     amend the Company's Memorandum of Association or these Bye-laws,  or (j) to
     take any action, or cause the Company to take any action, in furtherance of
     any of the foregoing.

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

93.  (a)  The quorum  necessary for the transaction of the business of the Board
          may be fixed by the Board  and,  unless so fixed at any other  number,
          shall be two individuals.  Any Director who ceases to be a Director at
          a meeting  of the Board may  continue  to be  present  and to act as a
          Director  and be counted in the quorum  until the  termination  of the
          meeting if no other  Director  objects  and if  otherwise  a quorum of
          Directors would not be present.

     (b)  A Director  who to his  knowledge is in any way,  whether  directly or
          indirectly, interested in a contract or proposed contract, transaction
          or  arrangement  with the Company and has complied with the provisions
          of the Companies  Acts and these Bye-laws with regard to disclosure of
          his  interest  shall be entitled  to vote in respect of any  contract,
          transaction  or  arrangement  in which he is so  interested  and if he
          shall do so his  vote  shall be  counted,  and he shall be taken  into
          account in ascertaining whether a quorum is present.

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

95.  The Chairman (if any) of the Board or, in his absence,  the President shall
     preside as  chairman  at every  meeting  of the Board.  If there is no such
     Chairman or  President,  or if at any meeting the Chairman or the President
     is not present within five minutes after the time appointed for holding the
     meeting,  or is not willing to act as chairman,  the Directors  present may
     choose one of their number to be chairman of the meeting.

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

97.  A  resolution  in writing  signed by all the  Directors  for the time being
     entitled to receive  notice of a meeting of the Board or by all the members
     of a  committee  for the time being  shall be as valid and  effectual  as a
     resolution passed at a meeting of the Board or, as the case may be, of such
     committee duly called and constituted.  Such resolution may be contained in
     one document or in several documents in the like form each signed by one or
     more of the  Directors  (or their  Alternate  Directors)  or members of the
     committee concerned.

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

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

OFFICERS
--------

100. The officers of the Company shall include a President and a  Vice-President
     or a Chairman and a Deputy  Chairman  who shall be  Directors  and shall be
     elected by the Board as soon as possible  after the  statutory  meeting and
     each Annual General Meeting. In addition,  the Board may appoint any person
     whether or not he is a Director  to hold such  office as the Board may from
     time to time  determine.  Any person elected or appointed  pursuant to this
     Bye-law  shall hold office for such period and upon such terms as the Board
     may  determine  and the Board may revoke or terminate  any such election or
     appointment.  Any such revocation or termination shall be without prejudice
     to any claim for damages  that such officer may have against the Company or
     the Company may have against such officer for any breach of any contract of
     service  between  him  and  the  Company  which  may be  involved  in  such
     revocation or termination.  Save as provided in the Companies Acts or these
     Bye-laws,  the powers and duties of the  officers of the  Company  shall be
     such (if any) as are determined from time to time by the Board.

MINUTES
-------

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

          (a)  all appointments of officers made by the Directors;

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

          (c)  of all proceedings at meetings of the Company,  of the holders of
               any class of shares in the Company, and of committees;

          (d)  of all proceedings of managers (if any).

SECRETARY AND RESIDENT REPRESENTATIVE
-------------------------------------

102. The Secretary and Resident Representative, if necessary, shall be appointed
     by the Board at such  remuneration  (if any) and upon such  terms as it may
     think fit and any Secretary so appointed may be removed by the Board.

     The duties of the Secretary shall be those prescribed by the Companies Acts
     together with such other duties as shall from time to time be prescribed by
     the Board.

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

THE SEAL
--------

104. (a)  The  seal of the  Company  shall  be in such  form  as the  Board  may
          determine.  The Board may  adopt one or more  duplicate  seals for use
          outside Bermuda.

     (b)  The seal of the Company shall not be affixed to any instrument  except
          attested by the  signature of a Director and the  Secretary or any two
          Directors,  or any  person  appointed  by the Board for that  purpose,
          provided that any Director,  Officer or Resident  Representative,  may
          affix the seal of the Company  attested by such  Director,  Officer or
          Resident  Representative's  signature to any  authenticated  copies of
          these  Bye-Laws,  the  incorporating  documents  of the  Company,  the
          minutes  of  any  meetings  or  any  other  documents  required  to be
          authenticated by such Director, Officer or Resident Representative.

DIVIDENDS AND OTHER PAYMENTS
----------------------------

105. The Board may from time to time declare cash dividends or distributions out
     of contributed  surplus to be paid to the  Shareholders  according to their
     rights and  interests  including  such  interim  dividends as appear to the
     Board to be justified  by the  position of the Company.  The Board may also
     pay any fixed cash  dividend  which is payable on any shares of the Company
     half yearly or on such other  dates,  whenever the position of the Company,
     in the opinion of the Board, justifies such payment.

106. Except  insofar as the rights  attaching  to, or the terms of issue of, any
     share otherwise provide:-

          (a)  all dividends or distributions out of contributed  surplus may be
               declared and paid  according to the amounts paid up on the shares
               in respect of which the dividend or  distribution is paid, and an
               amount  paid up on a share in advance of calls may be treated for
               the purpose of this Bye-law as paid-up on the share;

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

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

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

109. Any  dividend,  distribution,  interest or other sum payable in cash to the
     holder of shares may be paid by cheque or  warrant  sent  through  the post
     addressed  to the holder at his address in the  Register or, in the case of
     joint  holders,  addressed  to the holder  whose name  stands  first in the
     Register in respect of the shares at his registered address as appearing in
     the  Register or  addressed to such person at such address as the holder or
     joint holders may in writing  direct.  Every such cheque or warrant  shall,
     unless the holder or joint holders otherwise direct, be made payable to the
     order of the holder or, in the case of joint  holders,  to the order of the
     holder  whose name stands  first in the Register in respect of such shares,
     and shall be sent at his or their risk and payment of the cheque or warrant
     by the bank on which it is drawn shall  constitute a good  discharge to the
     Company.  Any one of two or more joint holders may give effectual  receipts
     for any  dividends,  distributions  or other  moneys  payable  or  property
     distributable in respect of the shares held by such joint holders.

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

111. With  the  sanction  of a  Resolution  the  Board  may  direct  payment  or
     satisfaction  of any dividend or  distribution  out of contributed  surplus
     wholly or in part by the distribution of specific assets, and in particular
     of  paid-up  shares  or  debentures  of any  other  company,  and where any
     difficulty  arises in regard to such distribution or dividend the Board may
     settle it as it thinks  expedient,  and in  particular,  may  authorise any
     person  to  sell  and  transfer  any  fractions  or  may  ignore  fractions
     altogether,  and may fix the value for distribution or dividend purposes of
     any such specific assets and may determine that cash payments shall be made
     to any  Shareholders  upon the  footing  of the values so fixed in order to
     secure  equality of  distribution  and may vest any such specific assets in
     trustees as may seem expedient to the Board.

RESERVES
--------

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

CAPITALISATION OF PROFITS
-------------------------

113. The Company may, upon the recommendation of the Board, at any time and from
     time to time  pass a  Resolution  to the  effect  that it is  desirable  to
     capitalise all or any part of any amount for the time being standing to the
     credit of any reserve or fund which is available for distribution or to the
     credit of any share premium account or any capital  redemption reserve fund
     and accordingly that such amount be set free for  distribution  amongst the
     Shareholders or any class of Shareholders  who would be entitled thereto if
     distributed by way of dividend and in the same proportions,  on the footing
     that  the  same be not paid in cash but be  applied  either  in or  towards
     paying up amounts  for the time being  unpaid on any shares in the  Company
     held by such Shareholders respectively or in payment up in full of unissued
     shares,  debentures or other obligations of the Company, to be allotted and
     distributed credited as fully paid amongst such Shareholders,  or partly in
     one way and partly in the other,  and the Board  shall give  effect to such
     Resolution,  provided that for the purpose of this Bye-law, a share premium
     account and a capital redemption reserve fund may be applied only in paying
     up of unissued shares to be issued to such  Shareholders  credited as fully
     paid and  provided  further  that any sum standing to the credit of a share
     premium  account may only be applied in  crediting  as fully paid shares of
     the same class as that from which the relevant share premium was derived.

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

RECORD DATES
------------

115. Notwithstanding any other provisions of these Bye-laws,  the Company may by
     Resolution  or the  Board  may fix  any  date as the  record  date  for any
     dividend,  distribution,   allotment  or  issue  and  for  the  purpose  of
     identifying the persons  entitled to receive  notices of general  meetings.
     Any such  record  date may be on or at any time before or after any date on
     which such dividend, distribution,  allotment or issue is declared, paid or
     made or such notice is despatched.

ACCOUNTING RECORDS
------------------

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

117. The records of account  shall be kept at the  Registered  Office or at such
     other place or places as the Board  thinks  fit,  and shall at all times be
     open to  inspection  by the  Directors:  PROVIDED  that if the  records  of
     account are kept at some place outside  Bermuda,  there shall be kept at an
     office of the Company in Bermuda such records as will enable the  Directors
     to ascertain with reasonable accuracy the financial position of the Company
     at the end of each  three  month  period.  No  Shareholder  (other  than an
     officer of the  Company)  shall have any right to  inspect  any  accounting
     record or book or  document of the Company  except as  conferred  by law or
     authorised by the Board or by Resolution.

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

AUDIT
-----

119. Save and to the extent that an audit is waived in the manner  permitted  by
     the Companies Acts,  auditors shall be appointed and their duties regulated
     in accordance  with the Companies  Acts, any other  applicable law and such
     requirements not inconsistent with the Companies Acts as the Board may from
     time to time determine.

SERVICE OF NOTICES AND OTHER DOCUMENTS
--------------------------------------

120. Any notice or other document  (including a share certificate) may be served
     on or delivered to any  Shareholder by the Company either  personally or by
     sending it through the post (by  airmail  where  applicable)  in a pre-paid
     letter  addressed  to such  Shareholder  at his address as appearing in the
     Register or by delivering it to or leaving it at such  registered  address.
     In the case of joint holders of a share,  service or delivery of any notice
     or other  document on or to one of the joint holders shall for all purposes
     be deemed as  sufficient  service on or delivery to all the joint  holders.
     Any notice or other  document  if sent by post shall be deemed to have been
     served or delivered seven days after it was put in the post, and in proving
     such service or delivery,  it shall be  sufficient to prove that the notice
     or document was properly addressed, stamped and put in the post.

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

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

WINDING UP
----------

123. If the Company shall be wound up, the liquidator  may, with the sanction of
     a  Resolution  of the  Company  and  any  other  sanction  required  by the
     Companies Acts, divide amongst the Shareholders in specie or kind the whole
     or any part of the assets of the  Company  (whether  they shall  consist of
     property of the same kind or not) and may for such purposes set such values
     as he deems  fair upon any  property  to be divided  as  aforesaid  and may
     determine  how  such   division   shall  be  carried  out  as  between  the
     Shareholders or different classes of Shareholders. The liquidator may, with
     the like  sanction,  vest the whole or any part of such  assets in trustees
     upon such trust for the benefit of the  contributories  as the  liquidator,
     with the like sanction,  shall think fit, but so that no Shareholder  shall
     be  compelled  to accept any shares or other assets upon which there is any
     liability.

INDEMNITY
---------

124. Subject to the provisions of Bye-law 130, no Director,  Alternate Director,
     Officer,  person or member of a  committee  authorised  under  Bye-law  90,
     Resident   Representative  of  the  Company  or  his  heirs,  executors  or
     administrators  shall  be  liable  for the  acts,  receipts,  neglects,  or
     defaults of any other such person or any person  involved in the  formation
     of the Company,  or for any loss or expense incurred by the Company through
     the  insufficiency  or deficiency of title to any property  acquired by the
     Company,  or for the insufficiency of deficiency of any security in or upon
     which any of the monies of the Company  shall be invested,  or for any loss
     or damage arising from the bankruptcy,  insolvency,  or tortious act of any
     person with whom any monies,  securities, or effects shall be deposited, or
     for any loss  occasioned by any error of judgment,  omission,  default,  or
     oversight on his part, or for any other loss, damage or misfortune whatever
     which shall happen in relation to the execution of his duties,  or supposed
     duties, to the Company or otherwise in relation thereto.

125. Subject  to the  provisions  of  Bye-law  130,  every  Director,  Alternate
     Director, Officer, person or member of a committee authorised under Bye-law
     90,  Resident  Representative  of the Company and their  respective  heirs,
     executors or  administrators  shall be indemnified and held harmless out of
     the funds of the Company to the  fullest  extent  permitted  by Bermuda law
     against all liabilities, loss, damage or expense (including but not limited
     to liabilities under contract,  tort and statute or any applicable  foreign
     law or  regulation  and all  reasonable  legal and other costs and expenses
     properly payable)  incurred or suffered by him as such Director,  Alternate
     Director,  Officer,  person or committee member or Resident  Representative
     and the  indemnity  contained  in this  Bye-law  shall extend to any person
     acting as such Director,  Alternate Director,  Officer, person or committee
     member or Resident Representative in the reasonable belief that he has been
     so appointed or elected  notwithstanding  any defect in such appointment or
     election.

126. Every  Director,  Alternate  Director,  Officer,  person  or  member  of  a
     committee duly authorised under Bye-law 90, Resident  Representative of the
     Company and their respective heirs,  executors or  administrators  shall be
     indemnified  out of  the  funds  of the  Company  against  all  liabilities
     incurred by him as such Director,  Alternate Director,  Officer,  person or
     committee member or Resident  Representative  in defending any proceedings,
     whether civil or criminal,  in which judgment is given in his favour, or in
     which he is acquitted,  or in  connection  with any  application  under the
     Companies  Acts in which  relief  from  liability  is granted to him by the
     court.

127. To the extent that any Director,  Alternate  Director,  Officer,  person or
     member  of  a  committee  duly   authorised   under  Bye-law  90,  Resident
     Representative of the Company or any of their respective  heirs,  executors
     or  administrators  is  entitled  to claim an  indemnity  pursuant to these
     Bye-laws in respect of amounts  paid or  discharged  by him,  the  relative
     indemnity  shall take effect as an  obligation  of the Company to reimburse
     the person making such payment or effecting such discharge.

128. The Board may  arrange  for the  Company to be insured in respect of all or
     any part of its  liability  under the  provision of these  Bye-laws and may
     also  purchase and  maintain  insurance  for the benefit of any  Directors,
     Alternate Directors,  Officers,  person or member of a committee authorised
     under Bye-law 90, employees or Resident  Representatives  of the Company in
     respect  of any  liability  that  may be  incurred  by  them or any of them
     howsoever  arising in connection with their  respective  duties or supposed
     duties to the Company.  This Bye-law shall not be construed as limiting the
     powers of the Board to effect such other insurance on behalf of the Company
     as it may deem appropriate.

129. Each  Member  agrees to waive  any claim or right of action he might  have,
     whether  individually  or by or in the right of the  Company,  against  any
     Director, Alternate Director, Officer of the Company, person or member of a
     committee  authorised  under  Bye-law 90,  Resident  Representative  of the
     Company or any of their respective  heirs,  executors or  administrators on
     account of any action taken by any such person,  or the failure of any such
     person to take any action in the  performance  of his  duties,  or supposed
     duties, to the Company or otherwise in relation thereto.

130. The  restrictions  on liability,  indemnities  and waivers  provided for in
     Bye-laws  124 to 129  inclusive  shall not extend to any matter which would
     render the same void pursuant to the Companies Acts.

131. The  restrictions  on  liability,  indemnities  and  waivers  contained  in
     Bye-laws 124 to 129 inclusive  shall be in addition to any rights which any
     person  concerned  may  otherwise be entitled by contract or as a matter of
     applicable Bermuda law.

ALTERATION OF BYE-LAWS
----------------------

132. The Company's  Memorandum of Association  and these Bye-laws may be amended
     from time to time in the manner  provided for in the  Companies  Acts,  but
     neither may be amended  without  consent of a majority of the votes cast by
     shareholders  of the  Company  in  general  meeting  and the  consent  of a
     majority  of the Board  (which  consent  must  include  the  consent of the
     majority of the Independent Directors).