<PAGE>
                                                                     Exhibit 4.2

                                RESTATED BYE-LAWS
                                       OF
                               IPC HOLDINGS, LTD.
          (As amended and restated by resolution of the Members adopted
                                on June 15, 2001)

                                TABLE OF CONTENTS

Bye-Law                                                                     Page
-------                                                                     ----

1.  Interpretation                                                             1
2.  Board of Directors                                                         6
3.  Management of the Company                                                  6
4.  Power to appoint chief executive officer                                   6
5.  Power to appoint manager                                                   7
6.  Power to authorise specific actions                                        7
7.  Power to appoint attorney                                                  7
8.  Power to appoint and dismiss employees                                     7
9.  Power to borrow and charge property                                        8
10. Power to purchase shares of the Company                                    8
11. Election of Directors                                                     10
12. Defects in appointment of Directors                                       11
13. Alternate Directors                                                       11
14. Removal of Directors                                                      11
15. Vacancies on the Board                                                    12
16. Notice of meetings of the Board                                           13
17. Quorum at meetings of the Board                                           14
18. Meetings of the Board                                                     14
19. Unanimous written resolutions                                             14
20. Contracts and disclosure of Directors' interests                          15
21. Remuneration of Directors                                                 15


                                       i
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22. Other interests of Directors                                              16
23. Power to delegate to a committee                                          16
24. Officers of the Company                                                   17
25. Appointment of Officers                                                   17
26. Remuneration of Officers                                                  18
27. Duties of Officers                                                        18
28. Chairman of meetings                                                      18
29. Register of Directors and Officers                                        18
30. Obligations of Board to keep minutes                                      19
31. Indemnification of Directors and Officers of the Company                  20
32. Waiver of claim by Member                                                 21
33. Notice of annual general meeting                                          21
34. Notice of special general meeting                                         21
35. Accidental omission of notice of general meeting                          22
36. Meeting called on requisition of Members                                  22
37. Short notice                                                              22
38. Postponement of Meetings                                                  22
39. Quorum For General Meeting                                                23
40. Adjournment of meetings                                                   23
41. Attendance at meetings                                                    24
42. Written resolutions                                                       24
43. Attendance of Directors                                                   25
44. Voting at meetings                                                        25
45. Voting on show of hands                                                   25
46. Decision of chairman                                                      26
47. Demand for a poll                                                         26
48. Seniority of joint holders voting                                         28
49. Instrument of proxy                                                       28
50. Representation of corporations at meetings                                28


                                       ii
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51. Rights of shares                                                          29
52. Limitation on voting rights of Controlled Shares                          31
53. Power to issue shares                                                     34
54. Variation of rights and alteration of share capital                       35
55. Registered holder of shares                                               36
56. Death of a joint holder                                                   36
57. Share certificates                                                        36
58. Calls on shares                                                           37
59. Contents of Register of Members                                           37
60. Inspection of Register of Members                                         38
61. Determination of record dates                                             38
62. Instrument of transfer                                                    38
63. Restriction on transfer                                                   39
64. Transfers by joint holders                                                41
65. Lien on Shares                                                            41
66. Registration on bankruptcy                                                42
67. Declaration of dividends by the Board                                     42
68. Other distributions                                                       43
69. Reserve fund                                                              43
70. Deduction of amounts due to the Company                                   43
71. Unclaimed dividends                                                       43
72. Interest on dividend                                                      44
73. Issue of bonus shares                                                     44
74. Records of account                                                        44
75. Financial year end                                                        45
76. Financial statements                                                      45
77. Appointment of Auditor                                                    45
78. Remuneration of Auditor                                                   45
79. Vacation of office of Auditor                                             45


                                      iii
<PAGE>
80. Access to books of the Company                                            46
81. Report of the Auditor                                                     46
82. Notices to Members of the Company                                         47
83. Notices to joint Members                                                  47
84. Service and delivery of notice                                            47
85. The Seal                                                                  48
86. Manner in which seal is to be affixed                                     48
87. Determination to wind up Company                                          48
88. Winding-up/distribution by liquidator                                     48
89. Alteration of Bye-laws                                                    49


                                       iv
<PAGE>
                                 B Y E - L A W S
                                       OF
                               IPC HOLDINGS, LTD.

                                 INTERPRETATION

1.    Interpretation

      (1)   In these Bye-laws the following words and expressions shall, where
not inconsistent with the context, have the following meanings respectively:-

            (a)   "Act" means the Companies Act 1981 as amended from time to
                  time;

            (b)   "Affiliate" has the meaning ascribed thereto in Rule 144
                  promulgated under the Securities Act;

            (c)   "Alternate Director" means an alternate Director;

            (d)   "AIG Option" means the option to purchase Common Shares
                  granted to American International Group, Inc., a Delaware
                  Corporation, by the Company pursuant to the Amended and
                  Restated Option Agreement, dated the effective date hereof,
                  between the Company and American International Group, Inc.;

            (e)   "AIG Person" means any of American International Group,
                  Inc., a Delaware corporation ( and its successors) and its
                  Affiliates;

            (f)   "Auditor" includes any individual or partnership;

            (g)   "Board" means the Board of Directors appointed or elected
                  pursuant to these Bye-laws and acting by resolution in
                  accordance with the Act and these Bye-laws or the Directors
                  present at a meeting of Directors at which there is a quorum;

            (h)   "Business Day" means any day, other than a Saturday, a Sunday
                  or any day on which banks in Hamilton, Bermuda or The City of
                  New York, United States are authorized or obligated by law or
                  executive order to close;

            (i)   "Code" means the United States Internal Revenue Code of
                  1986, as amended from time to time, or any federal statute
                  from time to time in effect that has replaced such statute,
                  and any reference in these Bye-laws to a provision of the
                  Code or a rule or regulation promulgated thereunder means
                  such
<PAGE>
                  provision, rule or regulation as amended from time to time or
                  any provision of a federal law, or any federal rule or
                  regulation, from time to time in effect that has replaced such
                  provision, rule or regulation;

            (j)   "Common Shares" means the common shares, par value
                  U.S.$0.01 per share, or the Company and includes a fraction
                  of a Common Share;

            (k)   "Company" means the company for which these Bye-laws are
                  approved and confirmed;

            (l)   "Controlled Shares" of any Person means all Common Shares
                  owned by such Person, whether:

                  (i)   directly;

                  (ii)  with respect to Persons who are U.S. Persons, by
                        application of the attribution and constructive
                        ownership rules of Sections 958(a) and 958(b) of the
                        Code; or,

                  (iii) beneficially owned directly or indirectly within the
                        meaning of Section 13(d)(3) of the Exchange Act and the
                        rules and regulations thereunder;

            (m)   "debenture" means debenture stock, mortgages, bonds and any
                  other such debt securities of the Company whether constituting
                  a charge on the assets of the Company or not;

            (n)   "Director" means a director of the Company and shall
                  include an Alternate Director;

            (o)   "dividend" includes a bonus or capitalization issue of
                  shares;

            (p)   "Exchange Act" means the United States Securities Exchange
                  Act of 1934 as amended from time to time or any federal
                  statute from time to time in effect that has replaced such
                  statute, and any reference in these Bye-laws to a provision
                  of the Exchange Act or a rule or regulation promulgated
                  thereunder means such provision, rule or regulation as
                  amended from time to time or any provision of a federal
                  law, or any federal rule or regulation, from time to time
                  in effect that has replaced such provision, rule or
                  regulation;

            (r)   "Fair Market Value" means, with respect to a repurchase of any
                  shares of the Company in accordance with these Bye-laws, (i)
                  if such shares are listed on a securities exchange (or quoted
                  in a securities quotation system), the average


                                       2
<PAGE>
                  closing sale price of such shares on such exchange (or in such
                  quotation system), or, if such shares are listed on (or quoted
                  in) more than one exchange (or quotation system), the average
                  closing sale price of the shares on the principal securities
                  exchange (or quotation system) on which such shares are then
                  traded, or, if such shares are not then listed on a securities
                  exchange (or quotation system) but are traded in the
                  over-the-counter market, the average of the latest bid and
                  asked quotations for such shares in such market, in each case
                  for the last five trading days immediately preceding the day
                  on which notice of the repurchase of such shares is sent
                  pursuant to these Bye-laws or (ii) if no such closing sales
                  prices or quotations are available because such shares are not
                  publicly traded or otherwise, the fair value of such shares as
                  determined by one independent nationally recognized investment
                  banking firm chosen by the Company and reasonably satisfactory
                  to the Member whose shares are to be so repurchased by the
                  Company, provided that the calculation of the Fair Market
                  Value of the shares made by such appointed investment banking
                  firm (i) shall not include any discount relating to the
                  absence of a public trading market for, or any transfer
                  restrictions on, such shares, and (ii) such calculation shall
                  be final and the fees and expenses stemming from such
                  calculation shall be borne by the Company or its assignee, as
                  the case may be;

            (s)   "Formula" has the meaning ascribed thereto in Bye-law 52";

            (t)   "Member" means the person registered in the Register of
                  Members as the holder of shares in the Company and, when two
                  or more persons are so registered as joint holders of shares,
                  means the person whose name stands first in the Register of
                  Members as one of such joint holders or all of such persons as
                  the context so requires;

            (u)   "notice" means written notice as further defined in these
                  Bye-laws unless otherwise specifically stated;

            (v)   "Officer" means any person appointed by the Board to hold
                  an office in the Company;

            (w)   "Person" means any individual, company, corporation, firm,
                  partnership, trust or any other business, entity or person,
                  whether or not recognized as constituting a separate legal
                  entity;

            (x)   "Preferred Shares" means the preferred shares, par value
                  U.S.$0.01 per share, of the Company and includes a fraction
                  of a Preferred Share;

            (y)   "Register of Directors and Officers" means the Register of
                  Directors and Officers referred to in Bye-law 29;


                                       3
<PAGE>
            (z)   "Register of Members" means the Register of Members
                  referred to in Bye-law 59;

            (aa)  "Secretary" means the person appointed to perform any or
                  all the duties of secretary of the Company and includes any
                  deputy or assistant secretary;

            (bb)  "Securities Act" means the United States Securities Act of
                  1933 as amended from time to time or any federal statute from
                  time to time in effect which has replaced such statute, and
                  any reference in these Bye-laws to a provision of the
                  Securities Act or a rule or regulation promulgated thereunder
                  means such provision, rule or regulation as amended from time
                  to time or any provision of a federal law, or any federal rule
                  or regulation, from time to time in effect that has replaced
                  such provision, rule or regulation;

            (cc)  "share" means a share of any class of shares in the capital of
                  the Company (including, where the context so admits, Common
                  Shares) and includes a fraction of a share;

            (dd)  "subsidiary", with respect to any Person, means a company more
                  than fifty percent (50%) (or, in the case of a wholly owned
                  subsidiary, one hundred percent (100%)) of the outstanding
                  Voting Shares of which is owned, directly or indirectly, by
                  such Person or by one or more other subsidiaries, or any such
                  Person and one or more other subsidiaries;

            (ee)  "10% Shareholder" means a Person who owns, in the aggregate,
                  (i) directly, (ii) with respect to Persons who are U.S.
                  Persons, by application of the attribution and constructive
                  ownership rules of Sections 958(a) and 958(b) of the Code or
                  (iii) beneficially, directly or indirectly within the meaning
                  of Section 13(d)(3) of the Exchange Act, issued shares of the
                  Company representing ten percent (10%) or more of the total
                  combined voting rights attaching to the issued Common Shares
                  and the issued shares of any other class or classes of shares
                  of the Company;

            (ff)  "Unadjusted Basis", when used with respect to the aggregate
                  voting rights held by any Member, refers to the determination
                  of such rights without reference to the provisions relating to
                  the adjustment of voting rights contained in Bye-law 52;

            (gg)  "United States" means the United States of America and
                  dependent territories or any part thereof;

            (hh)  "United States 25% Shareholder" means a U.S. Person who owns,
                  directly or by application of the constructive ownership rules
                  of Sections 958(a) and


                                       4
<PAGE>
                  958(b) of the Code, issued shares representing either (i) more
                  than twenty-five percent (25%) of the total combined voting
                  rights attaching to the issued Common Shares and the issued
                  shares of any other class or classes of shares of the Company
                  or (ii) more than twenty-five percent (25%) of the total
                  combined value of the Common Shares and any other shares of
                  the Company, in each case determined pursuant to Section 957
                  of the Code;

            (ii)  "U.S. Person" means (i) an individual who is a citizen or
                  resident of the United States, (ii) a corporation or
                  partnership that is, as to the United States, a domestic
                  corporation or partnership and (iii) an estate or trust that
                  is subject to United States Federal income tax on its income
                  regardless of its source; and

            (jj)  "Voting Share" of any Person means any share in such Person
                  conferring voting rights on the holder thereof (other than
                  such voting rights as would exist solely in relation to a
                  proposal to alter or vary the rights attaching to such shares
                  solely upon the future occurrence of a contingency or voting
                  rights attaching solely by virtue of the provisions of the
                  Act).

      (2)   In these Bye-laws, where not inconsistent with the context:

            (a)   words denoting the plural number include the singular
                  number and vice versa;

            (b)   words denoting the masculine gender include the feminine
                  gender;

            (c)   words importing persons include companies, associations or
                  bodies of persons whether corporate or not;

            (d)   the word:

                  (i)   "may" shall be construed as permissive;

                  (ii)  "shall" shall be construed as imperative; and

            (e)   unless otherwise provided herein words or expressions defined
                  in the Act shall bear the same meaning in these Bye-laws.

(3)         Expressions referring to writing or written shall, unless the
            contrary intention appears, include facsimile, printing,
            lithography, photography and other modes of representing words in a
            visible form.


                                       5
<PAGE>
(4)         Headings used in these Bye-laws are for convenience only and are not
            to be used or relied upon in the construction hereof.

                               BOARD OF DIRECTORS


2.    Board of Directors

      The business of the Company shall be managed and conducted by the Board.

3.    Management of the Company

      (1)   In managing the business of the Company, the Board may exercise all
such powers of the Company as are not, by statute or by these Bye-laws, required
to be exercised by the Company in general meeting subject, nevertheless, to
these Bye-laws, the provisions of any statute, and to such regulations as may be
prescribed by the Company in general meeting.

      (2)   No regulation or alteration to these Bye-laws made by the Company in
general meeting shall invalidate any prior act of the Board which would have
been valid if that regulation or alteration had not been made.

      (3)   The Board may procure that the Company pays to Members or third
parties all expenses incurred in promoting and incorporating the Company.

4.    Power to appoint chief executive officer

      The Board may from time to time appoint one or more Persons to the office
of chief executive officer of the Company who shall, subject to the control of
the Board, supervise and administer all of the general business and affairs of
the Company.


                                       6
<PAGE>
5.    Power to appoint manager

      The Board may appoint a Person to act as manager of the Company's day to
day business and may entrust to and confer upon such manager such powers and
duties as it deems appropriate for the transaction or conduct of such business.

6.    Power to authorise specific actions

      The Board may from time to time and at any time authorise any Director,
Officer or other Person of body of Persons to act on behalf of the Company for
any specific purpose and in connection therewith to execute any agreement,
document or instrument on behalf of the Company.

7.    Power to appoint attorney

      The Board may from time to time and at any time by power of attorney
appoint any company, firm, Person or body of Persons, whether nominated directly
or indirectly by the Board, to be an attorney of the Company for such purposes
and with such powers, authorities and discretions (not exceeding those vested in
or exercisable by the Board) and for such period and subject to such conditions
as they 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 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 so vested in the attorney.
Such attorney may, if so authorised under the seal of the Company, execute any
deed or instrument under their personal seal with the same effect as the
affixation of the seal of the Company.

8.    Power to appoint and dismiss employees

      The Board may appoint, suspend or remove any manager, secretary, clerk,
agent or employee of the Company and may fix their remuneration and determine
their duties.


                                       7
<PAGE>
      9.    Power to borrow and charge property

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

10.   Power to purchase shares of the Company

      (1)   Exercise of Power to Repurchase Shares of the Company

            The Board may exercise all the powers of the Company to purchase all
or any part of its own shares pursuant to Sections 42 and 42A of the Act or to
discontinue the Company to a named country or jurisdiction outside Bermuda
pursuant to Section 132G of the Act.

      (2)   Unilateral Repurchase Right

      Subject to Section 42A of the Act, if the Board in its absolute and
unfettered discretion, on behalf of the Company, determines that share ownership
by any Member may result in adverse tax, regulatory or legal consequences to the
Company, any of its subsidiaries or any of the Members, the Company will have
the option, but not the obligation, to repurchase all or part of the shares held
by such Member (to the extent the Board, in the reasonable exercise of its
discretion, determines it is necessary to avoid or cure such adverse
consequences) for immediately available funds in an amount equal to the Fair
Market Value of such shares on the date the Company sends the Repurchase Notice
referred to below (the "Repurchase Price"); provided, that the Board will use
its best efforts to exercise this option equally among similarly situated
Members (to the extent possible under the circumstances). In that event, the
Company will also be entitled to assign its repurchase right to a third party or
parties including the other Members, with the consent of such assignee. Each
Member shall be bound by the determination by the Company to repurchase or
assign its right to repurchase


                                       8
<PAGE>
such Member's shares and, if so required by the Company, shall sell the number
of shares that the Company requires it to sell.

      In the event that the Company or its assignee(s) determines to repurchase
any such shares, the Company shall provide each Member concerned with written
notice of such determination (a "Repurchase Notice") at least seven (7) calendar
days prior to such repurchase or such shorter period as each such Member may
authorize, specifying the date on which any such shares are to be repurchased
and the Repurchase Price. The Company may revoke the Repurchase Notice at any
time before it (or its assignee(s)) pays for the shares. Neither the Company nor
its assignee(s) shall be obliged to give general notice to the Members of any
intention to purchase or the conclusion of any purchase of shares. Payment of
the Repurchase Price by the Company or its assignee(s) shall be by wire transfer
and made at a closing to be held no less than seven (7) calendar days after
receipt of the Repurchase Notice by the Member.

      (3)   Restrictions on repurchases

            If the Company redeems or purchases shares pursuant to this Bye-law
10, it shall do only in a manner it believes would not result, upon consummation
of such redemption or purchase, in (i) the number of total Controlled Shares of
any Person other than an AIG Person, as a percentage of the shares of the
Company, increasing to ten percent (10%) or any higher percentage or (ii) an AIG
Person becoming or continuing to be a United States 25% Shareholder, in each
case (i) and (ii) on an Unadjusted Basis.


                                       9
<PAGE>
11.   Election of Directors

      (1)   Number and term of office

            The Board shall consist of not less than two (2) Directors or such
number in excess thereof as the Board may from time to time determine up to a
maximum of seven (7) Directors, each having one vote, who shall be elected,
except in the case of casual vacancy, by the Members in the manner set forth in
paragraph (2) of this Bye-law 11 at the annual general meeting or any special
general meeting called for the purpose and who shall hold office until the next
succeeding annual general meeting or until their successors are elected or
appointed or their office is otherwise vacated, and any general meeting may
authorize the Board to fill any vacancy in their number left unfilled at a
general meeting. Candidates for election at each annual general meeting or
special general meeting called for the purpose shall be nominated by the Board.

      (2)   Election by cumulative voting

            Notwithstanding any other provisions of these Bye-laws, the
principle of cumulative voting shall apply in any election of Directors pursuant
to paragraph (1) of this Bye-law 11. Each Member entitled to vote in such
election (including any Member owning Controlled Shares) shall have a number of
votes equal to the product of (x) the number of votes conferred by such Member's
Common Shares (as adjusted pursuant to Bye-law 52, if applicable) and (y) the
number of persons standing for election as Directors at the general meeting.
Each Member may divide and distribute such Member's votes, as so calculated,
among any one or more candidates for the directorships to be filled, or such
Member may cast such Member's votes for a single candidate. At such election,
the candidates receiving the highest number of votes, up to the number of
directors to be chosen, shall stand elected, and an absolute majority of the
votes cast is not a prerequisite to the election of any candidate to the Board.


                                       10
<PAGE>
12.   Defects in appointment of Directors

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

13.   Alternate Directors

      (1)   Each Director may appoint an Alternate Director and such appointment
shall become effective upon the Secretary receiving written notice of such
appointment. Any person so appointed shall have all the rights and powers of the
Director or Directors for whom such person is appointed in the alternate,
provided that such person shall not be counted more than once in determining
whether or not a quorum is present.

      (2)   An Alternate Director shall be entitled to receive notice of all
meetings of the Board and to attend and vote at any such meeting at which a
Director for whom such Alternate Director was appointed in the alternative is
not personally present and generally to perform at such meeting all the
functions of such Director for whom such Alternate Director was appointed.

      (3)   An Alternate Director shall cease to be such if the Director for
            whom such Alternate Director was appointed ceases for any reason to
            be a Director but may be re-appointed by the Board as alternate to
            the person appointed to fill the vacancy in accordance with these
            Bye-laws.

14.   Removal of Directors

      (1)   Subject to any provision to the contrary in these Bye-laws, the
Members may, at any special general meeting convened for that purpose and held
in accordance with these Bye-laws,


                                       11
<PAGE>
remove any Director provided that the notice of any such meeting convened for
the purpose of removing a Director shall contain a statement of the intention so
to do and be served on such Director not less than 14 days before the meeting
and at such meeting such Director shall be entitled to be heard on the motion
for such Director's removal.

      (2)   A vacancy on the Board created by the removal of a Director under
the provisions of subparagraph (1) of this Bye-law may be filled by the Members
at the meeting at which such Director is removed. A Director so appointed shall
hold office until the next annual general meeting or until such Director's
successor is elected or appointed or such Director's office is otherwise vacated
and, in the absence of such election or appointment, the Board may fill any such
vacancy in accordance with Bye-law 15.

15.   Vacancies on the Board

      (1)   The Board shall have the power from time to time and at any time to
            appoint any person as a Director to fill a vacancy on the Board
            occurring as the result of the death, disability, disqualification
            or resignation of any Director or if such Director's office is
            otherwise vacated. A Director so appointed by the Board shall hold
            office until the next succeeding annual general meeting or until
            such Director's successor is elected or appointed or such Director's
            office is otherwise vacated.

      (2)   The Board may act notwithstanding any vacancy in its number but, if
            and so long as its number is reduced below the number fixed by these
            Bye-laws, or such greater number as may have been determined by the
            Members, as the quorum necessary for the transaction of business at
            meetings of the Board, the continuing Directors or Director may act
            only for the purpose of (i) summoning a general meeting of the
            Company or (ii) preserving the assets of the Company.

      (3)   The office of Director shall be vacated if the Director:


                                       12
<PAGE>
            (a)   is removed from office pursuant to these Bye-laws or is
                  prohibited from being a Director by law;

            (b)   is or becomes bankrupt or makes any arrangement or
                  composition with his creditors generally;

            (c)   is or becomes of unsound mind or dies;

            (d)   resigns his or her office by notice in writing to the
                  Company.

16.   Notice of meetings of the Board

      (1)   The Chairman or Deputy Chairman, or any two (2) Directors may, and
the Secretary on the requisition of the Chairman or Deputy Chairman, or any two
(2) Directors shall, at any time summon a meeting of the Board by at least three
(3) Business Days' notice to each Director and Alternate Director, unless such
Director or Alternate Director consents to shorter notice.

      (2)   Notice of a meeting of the Board shall specify the general nature of
the business to be considered at such meeting and shall be deemed to be duly
given to a Director if it is given to such Director in person or otherwise
communicated or sent to such Director by registered mail, courier service,
cable, telex, telecopier, facsimile or other mode of representing words in a
legible and non-transitory form at such Director's last known address or any
other address given by such Director to the Company for this purpose. If such
notice is sent by next-day courier, cable, telex, telecopier or facsimile, it
shall be deemed to have been given the Business Day following the sending
thereof and, if by registered mail, five (5) Business Days following the sending
thereof.

      (3)   Meetings of the Directors may be held within or outside of
Bermuda.


                                       13
<PAGE>
17.   Quorum at meetings of the Board

      The quorum necessary for the transaction of business at a meeting of the
Board shall be a majority of the Directors then in office, present in person or
represented or such greater number as the Members shall determine.

18.   Meetings of the Board

      (1)   The Board may meet for the transaction of business, adjourn and
otherwise regulate its meetings as it sees fit.

      (2)   Directors may participate in any meeting of the Board 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.

      (3)   A resolution put to the vote at a duly constituted meeting of the
            Board at which a quorum is present and acting throughout shall be
            carried by the affirmative votes of a majority of the votes cast and
            in the case of an equality of votes, the resolution shall fail.

19.   Unanimous written resolutions

      A resolution in writing signed by all the Directors which may be in
counterparts, shall be as valid as if it had been passed at a meeting of the
Board duly called and constituted, such resolution to be effective on the date
on which the last Director signs the resolution. For the purposes of this
Bye-law only, "Director" shall not include an Alternate Director.


                                       14
<PAGE>
20.   Contracts and disclosure of Directors' interests

      (1)   Any Director, or any Director's firm, partner or any company with
whom any Director is associated, may act in a professional capacity for the
Company and such Director or such Director's firm, partner or such company shall
be entitled to remuneration for professional services as if such Director were
not a Director, provided that nothing herein contained shall authorise a
Director or Director's firm, partner or such company to act as Auditor of the
Company.

      (2)   A Director who is directly or indirectly interested in a contract or
proposed contract or arrangement with the Company shall declare the nature of
such interest as required by the Act.

      (3)   Following a declaration being made pursuant to this Bye-law, and
unless disqualified by the chairman of the relevant Board meeting, a Director
may vote in respect of any contract or proposed contract or arrangement in which
such Director is interested and may be counted in the quorum at such meeting.

21.   Remuneration of Directors

      (1)   The remuneration, (if any) of the Directors shall be determined by
the Company in general meeting and shall be deemed to accrue from day to day.
The Directors may also be paid all travel, hotel and other expenses properly
incurred by them in attending and returning from meetings of the Board, any
committee appointed by the Board, general meetings of the Company, or in
connection with the business of the Company or their duties as Directors
generally.

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


                                       15
<PAGE>
22.   Other interests of Directors

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

                                   COMMITTEES

23.   Power to delegate to a committee

      The Board may appoint one or more Board committees and may delegate any of
its powers to any such committee. Without limiting the generality of the
foregoing, such committees may include:

            (a)   an Executive Committee, which shall have the power of the
                  Board between meetings of the Board;

            (b)   an Audit Committee, which shall, among other things, advise
                  the Board with respect to the Company's financial reporting
                  responsibilities and related matters;

            (c)   a Stock Option and Stock Purchase Committee, which shall,
                  among other things, advise the Board with respect to the
                  Company's employee stock


                                       16
<PAGE>
                  option and stock purchase plans, and approve and administer
                  such plans in accordance with Rule 16b-3 under the Exchange
                  Act; and

            (d)   a Compensation Committee, which shall, among other things,
                  advise the Board with respect to compensation of Officers.

      All Board committees shall conform to such directions as the Board shall
impose on them, provided that each member shall have one (1) vote, and each
committee shall have the right as it deems appropriate to retain outside
experts. Each committee may adopt rules for the conduct of its affairs,
including rules governing the adoption of resolutions by unanimous written
consent, and the place, time, and notice of meetings, as such committee shall
consider advisable and as shall not be inconsistent with these Bye-laws or with
any applicable resolution adopted by the Board. Each committee shall cause
minutes to be made of all meetings of such committee and of the attendance
thereat and shall cause such minutes and copies of resolutions adopted by
unanimous consent to be promptly inscribed or incorporated by the Secretary in
the Company's minute book.

                                    OFFICERS

24.   Officers of the Company

      The Officers of the Company shall consist of a Chief Executive Officer, a
Chairman, a Deputy Chairman, a Secretary and such additional Officers as the
Board may from time to time determine all of whom shall be deemed to be Officers
for the purposes of these Bye-laws.

25.   Appointment of Officers

      (1)   The Board shall, as soon as possible after each annual general
meeting elect one of its number to be Chairman of the Company and another of its
number to be Deputy Chairman.


                                       17
<PAGE>
      (2)   The Secretary, the Chief Executive Officer and any additional
Officers shall be appointed by the Board from time to time.

26.   Remuneration of Officers

      The Officers shall receive such remuneration as the Board may from time to
time determine.

27.   Duties of Officers

      The Officers shall have such powers and perform such duties in the
management, business and affairs of the Company as may be delegated to them by
the Board from time to time.

28.   Chairman of meetings

      The Chairman shall act as chairman at all meetings of the Members and of
the Board at which such person is present. In his absence the Deputy Chairman,
if present, shall act as chairman and in the absence of both of them a chairman
shall be appointed or elected by those present at the meeting and entitled to
vote.

29.   Register of Directors and Officers

      (1)   The Board shall cause to be kept in one or more books at its
registered office a Register of Directors and Officers and shall enter therein
the following particulars with respect to each Director and the Chairman, Deputy
Chairman, provided each such person is a Director, and the Chief Executive
Officer and Secretary, that is to say:

            (a)   first name and surname; and

            (b)   address.


                                       18
<PAGE>
      (2)   The Board shall, within the period of fourteen days from the
occurrence of -

            (a)   any change among its Directors and in the Chairman, Deputy
                  Chairman, Chief Executive Officer or Secretary; or

            (b)   any change in the particulars contained in the Register of
                  Directors and Officers,

cause to be entered on the Register of Directors and Officers the particulars of
such change and the date on which such change occurred.

      (4)   The Register of Directors and Officers shall be open to inspection
            at the office of the Company on every Business Day, subject to such
            reasonable restrictions as the Board may impose, so that not less
            than two hours in each Business Day be allowed for such inspection.

                                     MINUTES

30.   Obligations of Board to keep minutes

      The Board shall cause minutes to be duly entered in books provided for
the purpose:-

            (a)   of all elections and appointments of Officers;

            (b)   of the names of the Directors present at each meeting of
                  the Board and of any committee appointed by the Board; and


                                       19
<PAGE>
            (c)   of all resolutions and proceedings of general meetings of the
                  Members, meetings of the Board, meetings of managers and
                  meetings of committees appointed by the Board.


                                   INDEMNITY


31.   Indemnification of Directors and Officers of the Company

      (a)   The Directors, Secretary and other Officers for the time being of
the Company and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Company and every one of them, and their
heirs, executors and administrators, shall be indemnified and secured harmless
out of the assets of the Company from and against all actions, costs, charges,
losses, damages and expenses which they or any of them, their heirs, executors
or administrators, shall or may incur or sustain by or by reason of any act
done, concurred in or omitted in or about the execution of their duty, or
supposed duty, or in their respective offices or trusts, and none of them shall
be answerable for the acts, receipts, neglects or defaults of the others of them
or for joining in any receipts for the sake of conformity, or for the acts of or
the solvency or honesty of any bankers or other persons with whom any moneys or
effects belonging to the Company shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency of any security upon which any
moneys of or belonging to the Company shall be placed out on or invested, or for
any other loss, misfortune or damage which may happen in the execution of their
respective offices or trusts, or in relation thereto, PROVIDED THAT this
indemnity shall not extend to any matter in respect of any wilful negligence,
wilful default, fraud or dishonesty which may attach to any of said persons.

      (b)   Every Director and Officer of the company shall be indemnified out
of the funds of the Company against all liabilities incurred by him as such
Director or Officer of the Company in defending any proceedings, whether civil
or criminal, in which judgement 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. Such funds shall be
advanced to such Director or Officer on his incurring liability prior to
judgement provided that should he be found guilty of a


                                       20
<PAGE>
criminal or other offence for which he cannot by law be indemnified he shall
reimburse the Company the funds advanced.

32.   Waiver of claim by Member

      Each Member agrees to waive any claim or right of action such Member might
have, whether individually or by or in the right of the Company, against any
Director or Officer on account of any action taken by such Director or Officer,
or the failure of such Director or Officer to take any action in the performance
of his duties with or for the Company, PROVIDED THAT such waiver shall not
extend to any matter in respect of any wilful negligence, wilful default, fraud
or dishonesty which may attach to such Director or Officer.

                                    MEETINGS

33.   Notice of annual general meeting

      The annual general meeting of the Company shall be held in each year at
such time and place as the Chairman or any two Directors or any Director and the
Secretary or the Board shall appoint. At least ten days' written notice of such
meeting shall be given to each Member stating the date, place and time at which
the meeting is to be held, that the election of Directors will take place
thereat, and as far as practicable, the other business to be conducted at the
meeting.

34.   Notice of special general meeting

      The Chairman or any two Directors or any Director and the Secretary or the
Board may convene a special general meeting of the Company whenever in their
judgement such a meeting is necessary, upon not less than ten days' written
notice which shall state the time, place and the general nature of the business
to be considered at the meeting.


                                       21
<PAGE>
35.   Accidental omission of notice of general meeting

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

36.   Meeting called on requisition of Members

      Notwithstanding anything herein, the Board shall, on the requisition of
Members holding at the date of the deposit of the requisition not less than
one-tenth of such of the paid-up share capital of the Company as at the date of
the deposit carries the right to vote at general meetings of the Company,
forthwith proceed to convene a special general meeting of the Company and the
provisions of section 74 of the Act shall apply.

37.   Short notice

      A general meeting of the Company shall, notwithstanding that it is called
by shorter notice than that specified in these Bye-laws, be deemed to have been
properly called if it is so agreed by (i) all the Members entitled to attend and
vote thereat in the case of an annual general meeting; and (ii) by a majority in
number of the Members having the right to attend and vote at the meeting, being
a majority together holding not less than 95% in nominal value of the shares
giving a right to attend and vote thereat in the case of a special general
meeting.

38.   Postponement of Meetings

      The Board may postpone any general meeting called in accordance with the
provisions of these Bye-laws (other than a meeting requisitioned under Bye-law
36) provided that notice of postponement is given to each Member before the time
for such meeting. Fresh notice of the date,


                                       22
<PAGE>
time and place for the postponed meeting shall be given to each Member in
accordance with the provisions of these Bye-laws.

39.   Quorum For General Meeting

      At any general meeting of the Company two or more persons present in
person and representing in person or by proxy in excess of 50% (on an Unadjusted
Basis) of the total issued and outstanding Common Shares throughout the meeting
shall form a quorum for the transaction of business; provided, that if the
Company shall at any time have only one Member, one Member present in person or
by proxy shall constitute a quorum. If within half an hour from the time
appointed for the meeting a quorum is not present, the meeting shall stand
adjourned to the same day two (2) weeks later, at the same time and place or to
such other day, time or place as the Chairman (if there be one) or failing him
the Deputy Chairman or any Director in attendance may determine. Unless the
meeting is adjourned to a specific date and time, fresh notice of the date, time
and place for the adjourned meeting shall be given to each Member in accordance
with the provisions of these Bye-laws.

40.   Adjournment of meetings

      The chairman of a general meeting may, with the consent of the Members at
any general meeting at which a quorum is present (and shall if so directed),
adjourn the meeting. Unless the meeting is adjourned to a specific date and
time, fresh notice of the date, time and place for the resumption of the
adjourned meeting shall be given to each Member in accordance with the
provisions of these Bye-laws.


                                       23
<PAGE>
41.   Attendance at meetings

      Members may participate in any general meeting 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.

42.   Written resolutions

      (1)   Subject to subparagraph (6), anything which may be done by
resolution of the Company in general meeting or by resolution of a meeting of
any class of the Members of the Company, may, without a meeting and without any
previous notice being required, be done by resolution in writing signed by, or,
in the case of a Member that is a corporation whether or not a company within
the meaning of the Act, on behalf of, all the Members who at the date of the
resolution would be entitled to attend the meeting and vote on the resolution.

      (2)   A resolution in writing may be signed by, or, in the case of a
Member that is a corporation whether or not a company within the meaning of the
Act, on behalf of, all the Members, or any class thereof, in as many
counterparts as may be necessary.

      (3)   For the purposes of this Bye-law, the date of the resolution is the
date when the resolution is signed by, or, in the case of a Member that is a
corporation whether or not a company within the meaning of the Act, on behalf
of, the last Member to sign and any reference in any Bye-law to the date of
passing of a resolution is, in relation to a resolution made in accordance with
this Bye-law, a reference to such date.

      (4)   A resolution in writing made in accordance with this Bye-law is as
valid as if it had been passed by the Company in general meeting or by a meeting
of the relevant class of Members,


                                       24
<PAGE>
as the case may be, and any reference in any Bye-law to a meeting at which a
resolution is passed or to Members voting in favour of a resolution shall be
construed accordingly.

      (5)   A resolution in writing made in accordance with this Bye-law shall
constitute minutes for the purposes of sections 81 and 82 of the Act.

      (6)   This Bye-law shall not apply to:-

            (a)   a resolution passed pursuant to section 89(5) of the Act; or

            (b)   a resolution passed for the purpose of removing a Director
                  before the expiration of his term of office under these
                  Bye-laws.

43.   Attendance of Directors

      The Directors of the Company shall be entitled to receive notice of and to
attend and be heard at any general meeting.

44.   Voting at meetings

      Subject to the provisions of the Act and these Bye-laws, any question
proposed for the consideration of the Members at any general meeting shall be
decided by the affirmative votes of a majority of the votes cast in accordance
with the provisions of these Bye-laws and in the case of an equality of votes
the resolution shall fail.

45.   Voting on show of hands

      At any general meeting a resolution put to the vote of the meeting shall,
in the first instance, be voted upon by a show of hands and, subject to any
rights or restrictions for the time being


                                       25
<PAGE>
lawfully attached to any class of shares and subject to the provisions of these
Bye-laws, every Member present in person and every person holding a valid proxy
at such meeting shall be entitled to one vote and shall cast such vote by
raising his or her hand.

46.   Decision of chairman

      At any general meeting a declaration by the chairman of the meeting that a
question proposed for consideration has, on a show of hands, been carried, or
carried unanimously, or by a particular majority, or lost, or an entry to that
effect in a book containing the minutes of the proceedings of the Company shall,
subject to the provisions of these Bye-laws, be conclusive evidence of that
fact.

47.   Demand for a poll

      (1)   Notwithstanding the provisions of the immediately preceding two
Bye-laws, at any general meeting of the Company, in respect of any question
proposed for the consideration of the Members (whether before or on the
declaration of the result of a show of hands as provided for in these Bye-laws),
a poll may be demanded by any of the following persons:-

            (a)   the chairman of such meeting; or

            (b)   at least two Members present in person or represented by
                  proxy; or

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

            (d)   any Member or Members present in person or represented by
                  proxy holding Common 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 Common Shares.


                                       26
<PAGE>
      (2)   Where, in accordance with the provisions of paragraph (1) of this
            Bye-law, a poll is demanded, subject to any rights or restrictions
            for the time being lawfully attached to any class of shares,
            including any limitation on the voting power of any Controlled
            Shares pursuant to Bye-law 52, every Person present at such meeting
            shall have one vote for each share of which such Person is the
            holder or for which such person holds a proxy and such vote shall be
            counted in the manner set out in paragraph (4) of this Bye-law or in
            the case of a general meeting at which one or more Members are
            present by telephone in such manner as the chairman of the meeting
            may direct and the result of such poll shall be deemed to be the
            resolution of the meeting at which the poll was demanded and shall
            replace any previous resolution upon the same matter which has been
            the subject of a show of hands.

      (3)   A poll demanded in accordance with the provisions of paragraph (1)
of this Bye-law, for the purpose of electing a chairman or on a question of
adjournment, shall be taken forthwith and a poll demanded on any other question
shall be taken in such manner and at such time and place as the chairman may
direct and any business other than that upon which a poll has been demanded may
be proceeded with pending the taking of the poll.

      (4)   Where a vote is taken by poll each person present and entitled to
vote shall be furnished with a ballot paper on which such person shall record
his or her vote in such manner as shall be determined at the meeting having
regard to the nature of the question on which the vote is taken, and each ballot
paper shall be signed or initialled or otherwise marked so as to identify the
voter and the registered holder in the case of a proxy. At the conclusion of the
poll the ballot papers shall be examined and counted by a committee of not less
than two Members or proxy holders appointed by the chairman for the purpose and
the result of the poll shall be declared by the chairman.


                                       27
<PAGE>
48.   Seniority of joint holders voting

      In the case of joint holders 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 of Members.

49.   Instrument of proxy

      The instrument appointing a proxy shall be in writing in the form, or as
near thereto as circumstances admit, a Form "A" in the Schedule hereto, under
the hand of the appointor or of his attorney duly authorised in writing, or if
the appointor is a corporation, either under its seal, or under the hand of a
duly authorised officer or attorney. The decision of the chairman of any general
meeting as to the validity of any instrument of proxy shall be final.

50.   Representation of corporations at meetings

      A corporation which is a Member may be written instrument authorise such
person as it thinks fit to act as its representative at any meeting of the
Members and the person so authorised shall be entitled to exercise the same
powers on behalf of the corporation which such person represents as that
corporation could exercise if it were an individual Member. Notwithstanding the
foregoing, the chairman of the meeting may accept such assurances as he or she
thinks fit as to the right of any person to attend and vote at general meetings
on behalf of a corporation which is a Member.


                                       28
<PAGE>
                            SHARE CAPITAL AND SHARES

51.   Rights of shares

      (1)   The share capital of the Company shall initially be divided into two
classes of shares consisting of (i) 75,000,000 Common Shares and (ii) 25,000,000
Preferred Shares.

      (2)   The holders of Common Shares shall, subject to the provisions of
these Bye-laws:

            (a)   be entitled to one vote per Common Share or, in the case of
                  Controlled Shares, if applicable, a fraction of a vote per
                  Controlled Share as determined pursuant to Bye-law 52;

            (b)    be entitled to such dividends as the Board may from time
                  to time declare;

            (c)   in the event of a liquidation, winding-up or dissolution of
                  the Company, whether voluntary or involuntary or for the
                  purpose of a reorganisation or otherwise or upon any
                  distribution of capital, be entitled to share equally and
                  ratably in the assets of the Company, if any, remaining
                  after the payment of all debts and liabilities of the
                  Company and the liquidation preference of any outstanding
                  Preferred Shares; and

            (d)   generally be entitled to enjoy all of the rights attaching
                  to shares.

      (3)   The Board is authorised, subject to limitations prescribed by law,
to issue the Preferred Shares in series, to establish from time to time the
number of Preferred Shares to be included in each such series, and to fix the
designation, powers, preferences and rights to the Preferred Shares of each such
series and the qualifications, limitations or restrictions thereof. The


                                       29
<PAGE>
terms of any series of Preferred Shares shall be set forth in a Certificate of
Designation in the minutes of the Board.

      The authority of the Board with respect to each series of Preferred Shares
shall include, but not be limited to, determination of the following:

            (a)   the number of Preferred Shares constituting that series and
                  the distinctive designation of that series;

            (b)   the rate of dividend, and whether (and if so, on what terms
                  and conditions) dividends shall be cumulative (and if so,
                  whether unpaid dividends shall compound or accrue interest) or
                  shall be payable in preference or in any other relation to the
                  dividends payable on any other class or classes of shares or
                  any other series of the Preferred Shares;

            (c)   whether that series shall have voting rights in addition to
                  the voting rights provided by law and, if so, the terms and
                  extent of such voting rights;

            (d)   whether the Preferred Shares may be redeemed and, if so, the
                  terms and conditions on which they may be redeemed (including,
                  without limitation, the dates upon or after which they may be
                  redeemed and the price or prices at which they may be
                  redeemed, which price or prices may be different in different
                  circumstances or at different redemption dates);

            (e)   whether the Preferred Shares shall be issued with the
                  privilege of conversion or exchange and, if so, the terms and
                  conditions of such conversion or exchange (including, without
                  limitation the price or prices or the rate or rates of
                  conversion or exchange or any terms for adjustment thereof);


                                       30
<PAGE>
            (f)   the amounts, if any, payable upon the Preferred Shares in the
                  event of voluntary liquidation, dissolution or winding up of
                  the Company in preference of shares of any other class or
                  series and whether the Preferred Shares shall be entitled to
                  participate generally in distributions on the Common Shares
                  under such circumstances;

            (g)   the amounts, if any, payable upon the Preferred Shares in the
                  event of involuntary liquidation, dissolution or winding up of
                  the Company in preference of shares of any other class or
                  series and whether the Preferred Shares shall be entitled to
                  participate generally in distributions on the Common Shares
                  under such circumstances;

            (h)   sinking fund provisions, if any, for the redemption or
                  purchase of the Preferred Shares (the term "sinking fund"
                  being understood to include any similar fund, however
                  designated); and

            (i)   any other relative rights, preferences, limitations and
                  powers of that series.

52.   Limitation on voting rights of Controlled Shares

      (1)   Subject to any rights or restrictions for the time being attached to
any class or classes of shares, on a poll at a general meeting every Member of
record present in person or by proxy shall have one vote for each Common Share
registered in his name in the register; PROVIDED, however, that, subject to the
following provisions of this Bye-law 52, if and for so long as the number of
issued Controlled Shares of any Person would constitute ten percent (10%) or
more of the total combined voting rights attaching to the issued Common Shares
of the Company (calculated after giving effect to any prior reduction in voting
rights attaching to Common Shares of other Persons as provided in this Bye-law
52), each such issued Controlled Share, regardless of the identity of the


                                       31
<PAGE>
registered holder thereof, shall confer only a fraction of a vote as determined
by the following formula (the "Formula"):

      (T  -  C)  /  (9.1  x  C)

      Where:      "T" is the aggregate number of votes conferred by all the
                  issued Common Shares immediately prior to that application
                  of the Formula with respect to such issued Controlled
                  Shares, adjusted to take into account each reduction in
                  such aggregate number of votes that results from a prior
                  reduction in the exercisable votes conferred by any issued
                  Controlled Shares pursuant to Bye-law 52(4) as at the same
                  date;

                  "C" is the number of issued Controlled Shares attributable to
                  such Person.

      (2)   The Directors may, by notice in writing, require any Member to
provide within not less than ten (10) Business Days, complete and accurate
information to the registered office or such other place as the Directors may
designate in respect of any or all of the following matters:

            (a)   the number of Common Shares in which such Member is legally
                  or beneficially interested;

            (b)   the Persons who are beneficially interested in Common
                  Shares in respect of which such Member is the registered
                  holder;

            (c)   the relationship, association or affiliation of such Member
                  with any other Member or Person whether by means of common
                  control or ownership or otherwise; or


                                       32
<PAGE>
            (d)   any other facts or matters which the Directors may consider
                  relevant to the determination of the number of Controlled
                  Shares attributable to any Person.

      (3)   If any Member does not respond to any notice given pursuant to
Bye-law 52(2) above within the time specified therein or the Directors shall
have reason to believe that any information provided in relation thereto is
incomplete or inaccurate, the Directors may determine that the votes attaching
to any Common Shares registered in the name of such Member shall be disregarded
for all purposes until such time as a response (or additional response) to such
notice reasonably satisfactory to the Directors has been received as specified
therein.

      (4)   The Formula shall be applied successively as many times as may be
necessary to ensure that no Person shall be a 10% Shareholder at any time. For
the purposes of determining the votes exercisable by Members as at any date, the
Formula shall be applied to the shares of each Member in declining order based
on the respective numbers of total Controlled Shares attributable to each
Member. Thus, the Formula will be applied first to the votes of shares held by
the Member to whom the largest number of total Controlled Shares is attributable
and thereafter sequentially with respect to the Member with the next largest
number of total Controlled Shares. In each case, calculations are made on the
basis of the aggregate number of votes conferred by the issued Common Shares as
of such date, as reduced by the application of the Formula to any issued Common
Shares of any Member with a larger number of total Controlled Shares as of such
date.

      (6)   Notwithstanding the provisions of paragraphs (1) and (2) of this
            Bye-law 52 above, having applied the provisions thereof as best as
            they consider reasonably practicable, the Directors may make such
            final adjustments to the aggregate number of votes attaching to the
            Common Shares of any Member that they consider fair and reasonable
            in all the circumstances to ensure that no Person shall be a 10%
            Shareholder at any time.


                                       33
<PAGE>
53.   Power to issue shares

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

      (2)   Notwithstanding the foregoing provisions of this Bye-law, the
Company shall not issue any shares in a manner that the Board believes would
cause, by reason of such issuance, (i) the total Controlled Shares of any Person
other than an AIG Person to equal or exceed ten percent (10%) of the shares of
the Company or (ii) an AIG Person to become or continue to be a United States
25% Shareholder, in each case (i) and (ii) on an Unadjusted Basis; PROVIDED,
however, that, paragraph (ii) of this Bye-law 53(2) notwithstanding, the Company
may issue shares in a manner and amount that would cause an AIG Person to become
or continue to be a United States 25% Shareholder upon the exercise of the AIG
Option, in part or in full, in accordance with its terms.

      Notwithstanding the foregoing provisions of this Bye-law, the restrictions
of this Bye-law 53(2) shall not apply to any issuance of shares to a person
acting as an underwriter in the ordinary course of its business, purchasing such
shares pursuant to a purchase agreement to which the Company is a party, for
resale.

      (3)   The Board shall, in connection with the issue of any share, have the
power to pay such commission and brokerage as may be permitted by law.


                                       34
<PAGE>
      (4)   The Company shall not give, whether directly or indirectly, whether
by means of loan, guarantee, provision of security or otherwise, any financial
assistance for the purpose of or in connection with a purchase or subscription
made or to be made by any person of or for any shares in the Company, but
nothing in this Bye-law shall prohibit transactions permitted pursuant to
Sections 39A, 39B, and 39C of the Act.

54.   Variation of rights and alteration of share capital

      (1)   While the share capital is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms of
issue of the shares of that class) may, whether or not the Company is being
wound-up, be varied with the consent in writing of the holders of three-fourths
of the issued shares of that class or with the sanction of a resolution passed
by a majority of the votes cast at a separate general meeting of the holders of
the shares of the class in accordance with Section 47(7) of the Act. The rights
conferred upon the holders of the shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of
issue of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.

      (2)   The Company may from time to time by resolution of the Members
change the currency denomination of, increase, alter or reduce its share capital
in accordance with the provisions of Sections 45 and 46 of the Act. Where, on
any alteration of share capital, fractions of shares or some other difficulty
would arise, the Board may deal with or resolve the same in such manner as it
thinks fit including, without limiting the generality of the foregoing, the
issue to Members, as appropriate, of fractions of shares and/or arranging for
the sale or transfer of the fractions of shares of Members.


                                       35
<PAGE>
55.   Registered holder of shares

      (1)   The Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly shall not be bound to
recognise any equitable or other claim to, or interest in, such share on the
part of any other person.

      (2)   Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or draft sent through the post directed to the
Member at such Member's address in the Register of Members or, in the case of
joint holders, to such address of the holder first named in the Register of
Members, or to such person and to such address as the holder or joint holders
may in writing direct. If two or more persons are registered as joint holders of
any shares any one can give an effectual receipt for any dividend paid in
respect of such shares.

56.   Death of a joint holder

      Where two or more persons are registered as joint holders of a share or
shares then in the event of the death of any joint holder or holders the
remaining joint holder or holders shall be absolutely entitled to the said share
or shares and the Company shall recognise no claim in respect of the estate of
any joint holder except in the case of the last survivor of such joint holders.

57.   Share certificates

      (1)   Every Member shall be entitled to a certificate under the seal of
the Company (or a facsimile thereof) specifying the number and, where
appropriate, the class of shares held by such Member and whether the same are
fully paid up and, if not, how much has been paid thereon. The Board may by
resolution determine, either generally or in a particular case, that any or all
signatures on certificates may be printed thereon or affixed by mechanical
means.


                                       36
<PAGE>
      (2)   The Company shall be under no obligation to complete and deliver a
share certificate unless specifically called upon to do so by the person to whom
such shares have been allotted.

      (3)   If any such certificate shall be proved to the satisfaction of the
Board to have been worn out, lost, mislaid or destroyed the Board may cause a
new certificate to be issued and request an indemnity for the lost certificate
if they see fit.

58.   Calls on shares

      The Board may from time to time make such calls as it thinks fit upon the
Members in respect of any monies unpaid on the shares allotted to or held by
such Members.

                               REGISTER OF MEMBERS

59.   Contents of Register of Members

      The Board shall cause to be kept in one or more books a Register of
Members and shall enter therein the following particulars:-

            (a)   the name and address of each Member, the number and, where
                  appropriate, the class of shares held by such Member and the
                  amount paid or agreed to be considered as paid on such shares;

            (b)   the date on which each person was entered in the Register
                  of Members;

            (c)   the date on which any person ceased to be a Member for one
                  year after such person so ceased; and

            (d)   the country where such Member is resident.


                                       37
<PAGE>
60.   Inspection of Register of Members

      The Register of Members shall be open to inspection at the registered
office of the Company on every Business Day, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours in each
business day be allowed for inspection. The Register of Members may, after
notice has been given by advertisement in an appointed newspaper to that effect,
be closed for any time or times not exceeding in the whole thirty days in each
year.

61.   Determination of record dates

      Notwithstanding any other provision of these Bye-laws, the Board may fix
any date as the record date for:

            (a)   determining the Members entitled to receive any dividend;
                  and

            (b)   determining the Members entitled to receive notice of and
                  to vote at any general meeting of the Company.

                               TRANSFER OF SHARES

62.   Instrument of transfer

      (1)   An instrument of transfer shall be in the form or as near thereto as
circumstances admit of Form "B" in the Schedule hereto or in such other common
form as the Board may accept. Such instrument of transfer shall be signed by or
on behalf of the transferor and transferee provided that, in the case of a fully
paid share, the Board may accept the instrument signed by or on behalf of the
transferor alone. The transferor shall be deemed to remain the holder of such
share until the same has been transferred to the transferee in the Register of
Members.


                                       38
<PAGE>
      (2)   The Board may refuse to recognise any instrument of transfer unless
it is accompanied by the certificate in respect of the shares to which it
relates and by such other evidence as the Board may reasonably require to show
the right of the transferor to make the transfer.

63.   Restriction on transfer

      (1)   Subject to the Act, this Bye-law 63 and such other of the
restrictions contained in these Bye-laws and elsewhere as may be applicable, and
except, in the case of any shares other than the Common Shares, as may otherwise
be provided by the terms of issuance thereof, any Member may sell, assign,
transfer or otherwise dispose of shares of the Company at the time owned by it
and, upon receipt of a duly executed form of transfer in writing, the Directors
shall procure the timely registration of the same. If the Directors refuse to
register a transfer for any reason they shall notify the proposed transferor and
transferee within thirty days of such refusal.

      (2)   The Directors shall decline to register a transfer of shares if the
Directors have reason to believe that the effect of such transfer would be (i)
to increase the number of total Controlled Shares of any Person other than an
AIG Person to ten percent (10%) or any higher percentage of the shares of the
Company or (ii) that an AIG Person would become or continue to be a United
States 25% Shareholder, in each case (i) and (ii) on an Unadjusted Basis.

      (3)   The Directors may, in their absolute and unfettered discretion,
decline to register the transfer of any shares if the Directors have reason to
believe (i) that such transfer may expose the Company, any subsidiary thereof,
any Member or any Person ceding insurance to the Company or any such subsidiary
to adverse tax or regulatory treatment in any jurisdiction or (ii) that
registration of such transfer under the Securities Act or under any blue sky or
other U.S. state securities laws or under the laws of any other jurisdiction is
required and such registration has not been duly effected (PROVIDED, however,
that in this case (ii) the Directors shall be entitled to request and rely on an
opinion of counsel to the transferor or the transferee, in form and substance
satisfactory to the


                                       39
<PAGE>
Directors, that no such approval or consent is required and no such violation
would occur, and the Directors shall not be obligated to register any transfer
absent the receipt of such an opinion).

      (4)   Without limiting the foregoing, the Board shall decline to approve
or register a transfer of shares unless all applicable consents, authorisations,
permissions or approvals of any governmental body or agency in Bermuda, the
United States or any other applicable jurisdiction required to be obtained prior
to such transfer shall have been obtained.

      (5)   The registration of transfers may be suspended at such time and for
such periods as the Directors may from time to time determine; PROVIDED that
such registration shall not be suspended for more than forty-five days in any
period of three hundred and sixty five (365) consecutive days.

      (6)   The Directors may require any Member, or any Person proposing to
acquire shares of the Company, to certify or otherwise provide information in
writing as to such matters as the Directors may request for the purpose of
giving effect to Bye-laws 10(2), 10(4), 53(2), 63(2) and 63(3), including as to
such Person's status as a U.S. Person, its Controlled Shares and other matters
of the kind contemplated by Bye-law 52(2). Such request shall be made by written
notice and the certification or other information requested shall be provided to
such place and within such period (not less than ten (10) Business Days after
such notice is given unless the Directors and such Member or proposed acquiror
otherwise agree) as the Directors may designate in such request. If any Member
or proposed acquiror does not respond to any such request by the Directors as
requested, or if the Directors have reason to believe that any certification or
other information provided pursuant to any such request is inaccurate or
incomplete, the Directors may decline to register any transfer or to effect any
issuance or purchase of shares to which such request relates.


                                       40
<PAGE>
64.   Transfers by joint holders

      The joint holders of any share or shares may transfer such share or shares
to one or more of such joint holders, and the surviving holder or holders of any
share or shares previously held by them jointly with a deceased Member may
transfer any such share or shares to the executors or administrators of such
deceased Member.

65.   Lien on Shares

      (1)   The Company shall have a first and paramount lien and charge on all
shares (whether fully paid-up or not) registered in the name of a Member
(whether solely or jointly with others) for all debts, liabilities or
engagements to or with the Company (whether presently payable or not) by such
Member or his estate, either alone or jointly with any other Person, whether a
Member or not, but the Directors may at any time declare any share to be wholly
or in part exempt from the provisions of this Bye-law. The registration of a
transfer of any such share shall operate as a waiver of the Company's lien (if
any) thereon. The Company's lien (if any) on a share shall extend to all
dividends or other monies payable in respect thereof.

      (2)   The Company may sell, in such manner as the Directors think fit, any
shares on which the Company has a lien, but no sale shall be made unless a sum
in respect of which the lien exists is then presently payable, nor until the
expiration of fourteen days after a notice in writing stating and demanding
payment of such part of the amount in respect of which the lien exists as is
presently payable, has been given to the relevant Member, or the Person, of
which the Company has notice, entitled thereto by reason of such Member's death
or bankruptcy. Effective upon such sale, any certificate representing such
shares prior to such sale shall become null and void, whether or not it was
actually delivered to the Company.

      (3)   To give effect to any such sale the Directors may authorize some
Person to transfer the shares sold to the purchaser thereof. The purchaser shall
be registered as the holder of the shares


                                       41
<PAGE>
comprised in any such transfer, and he 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 in reference to the sale.

      (4)   The proceeds of such sale shall be received by the Company and
applied in payment of such part of the amount in respect of which the lien
exists as is presently payable and the residue, if any, shall (subject to a like
lien for sums not presently payable as existed upon the shares before the sale)
be paid to the Person entitled to the shares at the date of the sale.

                             TRANSMISSION OF SHARES

66.   Registration on bankruptcy

      Any person becoming entitled to a share in consequence of the bankruptcy
of any Member may be registered as a Member upon such evidence as the Board may
deem sufficient or may elect to nominate some person to be registered as a
transferee of such share, and in such case the person becoming entitled shall
execute in favour of such nominee an instrument of transfer in the form, or as
near thereto as circumstances admit, of Form "B" in the Schedule hereto. On the
presentation thereof to the Board, accompanied by such evidence as the Board may
require to prove the title of the transferor, the transferee shall be registered
as a Member but the Board shall, in either case, have the same right to decline
or suspend registration as it would have had in the case of a transfer of the
share by that Member before such Member's bankruptcy.

                        DIVIDENDS AND OTHER DISTRIBUTIONS

67.   Declaration of dividends by the Board

      Subject to any rights or restrictions at the time lawfully attached to any
class of shares and subject to these Bye-laws, the Board may, in accordance with
Section 54 of the Act, declare a


                                       42
<PAGE>
dividend to be paid to the Members, in proportion to the number of shares held
by them, and such dividend may be paid in cash or wholly or partly in specie in
which case the Board may fix the value for distribution in specie of any assets.

68.   Other distributions

      The Board may declare and make such other distributions (in cash or in
specie) to the Members as may be lawfully made out of the assets of the Company.

69.   Reserve fund

      The Board may from time to time before declaring a dividend set aside, out
of the surplus or profits of the Company, such sum as it thinks proper as a
reserve fund to be used to meet contingencies or for equalising dividends or for
any other special purpose.

70.   Deduction of amounts due to the Company

      The Board may deduct from the dividends or distributions payable to any
Member all monies due from such Member to the Company on account of calls or
otherwise.

71.   Unclaimed dividends

      Any dividend unclaimed for a period of six (6) years from the date of
declaration of such dividend shall be forfeited and shall revert to the Company
and the payment by the Board of any unclaimed dividend, 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.


                                       43
<PAGE>
72.   Interest on dividend

      No dividend or distribution shall bear interest against the Company.

73.   Issue of bonus shares

      Subject to Bye-law 53(2), the Board may resolve to capitalise any part of
the amount for the time being standing to the credit of any of the Company's
share premium or other reserve accounts or to the credit of the profit and loss
account or otherwise available for distribution by applying such sum in paying
up unissued shares to be allotted as fully paid bonus shares pro rata to the
Members.

                        ACCOUNTS AND FINANCIAL STATEMENTS

74.   Records of account

      The Board shall cause to be kept proper records of account with respect to
all transactions of the Company and in particular with respect to:-

            (a)   all sums of money received and expended by the Company and
                  the matters in respect of which the receipt and expenditure
                  relates;

            (b)   all sales and purchases of goods by the Company; and

            (c)   the assets and liabilities of the Company.

      Such records of account shall be kept at the registered office of the
Company or, subject to Section 83 (2) of the Act, at such other place as the
Board thinks fit and shall be available for inspection by the Directors during
normal business hours.


                                       44
<PAGE>
75.   Financial year end

      The financial year end of the Company may be determined by resolution of
the Board and failing such resolution shall be 31st December in each year.

76.   Financial statements

      Subject to any rights to waive laying of accounts pursuant to Section 88
of the Act, financial statements as required by the Act shall be laid before the
Members in general meeting.

                                      AUDIT

77.   Appointment of Auditor

      Subject to Section 88 of the Act, at the annual general meeting or at a
subsequent special general meeting in each year, an independent representative
of the Members shall be appointed by them as Auditor of the accounts of the
Company. Such Auditor may be a Member but no Director, Officer or employee of
the Company shall, during his or her continuance in office, be eligible to act
as an Auditor of the Company.

78.   Remuneration of Auditor

      The remuneration of the Auditor shall be fixed by the Company in general
meeting or in such manner as the Members may determine.

79.   Vacation of office of Auditor

      If the office of Auditor becomes vacant by the resignation or death of the
Auditor, or by the Auditor becoming incapable of acting by reason of illness or
other disability at a time when the


                                       45
<PAGE>
Auditor's services are required, the Board shall, as soon as practicable,
convene a special general meeting to fill the vacancy thereby created.

80.   Access to books of the Company

      The Auditor shall at all reasonable times have access to all books kept by
the Company and to all accounts and vouchers relating thereto, and the Auditor
may call on the Directors or Officers of the Company for any information in
their possession relating to the books or affairs of the Company.

81.   Report of the Auditor

      (1)   Subject to any rights to waive laying of accounts or appointment of
an Auditor pursuant to Section 88 of the Act, the accounts of the Company shall
be audited at least once in every year.

      (2)   The financial statements provided for by these Bye-laws shall be
audited by the Auditor in accordance with generally accepted auditing standards.
The Auditor shall make a written report thereon in accordance with generally
accepted auditing standards and the report of the Auditor shall be submitted to
the Members in general meeting.

      (3)   The generally accepted auditing standards referred to in paragraph
(2) of this Bye-law shall be those of the United States of America and the
financial statements and the report of the Auditor shall disclose this fact.


                                       46
<PAGE>
                                     NOTICES

82.   Notices to Members of the Company

      A notice may be given by the Company to any member either by delivering it
to such Member in person or by sending it to such Member's address in the
Register of Members or to such other address given for the purpose. For the
purposes of this Bye-law, a notice may be sent by mail, courier service, cable,
telex, telecopier, facsimile or other mode of representing words in a legible
and non-transitory form.

83.   Notices to joint Members

      Any notice required to be given to a Member shall, with respect to any
shares held jointly by two or more persons, be given to whichever of such
persons is named first in the Register of Members and notice so given shall be
sufficient notice to all the holders of such shares.

84.   Service and delivery of notice

      Any notice shall be deemed to have been served at the time when the same
would be delivered in the ordinary course of transmission and, in proving such
service, it shall be sufficient to prove that the notice was properly addressed
and prepaid, if posted, and the time when it was posted, delivered to the
courier or to the cable company or transmitted by telex, facsimile or other
method as the case may be.


                                       47
<PAGE>
                               SEAL OF THE COMPANY

85.   The Seal

      The seal of the Company shall be in such form as the Board may from time
to time determine. The Board may adopt one or more duplicate seals for use
outside Bermuda.

86.   Manner in which seal is to be affixed

      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 some other person appointed by the Board for the purpose, provided that any
Director, or Officer, may affix the seal of the Company attested by such
Director or Officer's signature only 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 or
Officer.

87.   Determination to wind up Company

      The Company may be wound up voluntarily by resolution of the Members.

                                   WINDING-UP

88.   Winding-up/distribution by liquidator

      If the Company shall be wound up the liquidator may, with the sanction of
a resolution of the Members, divide amongst the Members in specie or in 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 purpose, set such value as
he or she deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the Members or
different classes of


                                       48
<PAGE>
Members. The liquidator may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the Members as
the liquidator shall think fit, but so that no Member shall be compelled to
accept any shares or other securities or assets whereon there is any liability.

                             ALTERATION OF BYE-LAWS

89.   Alteration of Bye-laws

      No Bye-law shall be rescinded, altered or amended and no new Bye-law shall
be made until the same has been approved by a resolution of the Board and by a
resolution of the Members.

                                      *****
                                       ***
                                        *


                                       49