SECOND

                               AMENDED & RESTATED

                                    BYE-LAWS

                                       OF

 

                         MARVELL TECHNOLOGY GROUP LTD.

<PAGE>   41

 

                               TABLE OF CONTENTS

 

<TABLE>

<CAPTION>

BYE-LAW                                                                 PAGE

-------                                                                 ----

<C>       <S>                                                           <C>

   1      Interpretation..............................................   A-1

   2      Board of Directors..........................................   A-2

   3      Management of the Company...................................   A-2

   4      Power to appoint managing director or chief executive

          officer.....................................................   A-2

   5      Power to appoint manager....................................   A-2

   6      Power to authorise specific actions.........................   A-3

   7      Power to appoint attorney...................................   A-3

   8      Power to delegate to a committee............................   A-3

   9      Power to appoint and dismiss employees......................   A-3

  10      Power to borrow and charge property.........................   A-3

  11      Exercise of power to purchase shares of or discontinue the

          Company.....................................................   A-3

  12      Election of Directors.......................................   A-3

  13      Defects in appointment of Directors.........................   A-4

  14      Alternate Directors.........................................   A-5

  15      Removal of Directors........................................   A-5

  16      Vacancies of the Board......................................   A-5

  17      Notice of meetings of the Board.............................   A-6

  18      Quorum at meetings of the Board.............................   A-6

  19      Meetings of the Board.......................................   A-6

  20      Unanimous written resolutions...............................   A-6

  21      Contracts and disclosure of Directors' interests............   A-6

  22      Remuneration of Directors...................................   A-7

  23      Officers of the Company.....................................   A-7

  24      Appointment of Officers.....................................   A-7

  25      Remuneration of Officers....................................   A-7

  26      Duties of Officers..........................................   A-7

  27      Chairman of meetings........................................   A-7

  28      Register of Directors and Officers..........................   A-8

  29      Obligations of Board to keep minutes........................   A-8

  30      Indemnification of Directors and Officers of the Company....   A-8

  31      Waiver of claim by Member...................................   A-8

  32      Notice of annual general meeting............................   A-9

  33      Notice of special general meeting...........................   A-9

  34      Advance Notice..............................................   A-9

  35      Accidental omission of notice of general meeting............   A-9

  36      Meeting called on requisition of Members....................   A-9

  37      Short notice................................................   A-9

  38      Postponement of meetings....................................  A-10

  39      Quorum for general meeting..................................  A-10

  40      Adjournment of meetings.....................................  A-10

  41      Attendance at meetings......................................  A-10

  42      Written resolutions.........................................  A-11

  43      Attendance of Directors.....................................  A-11

  44      Voting at meetings..........................................  A-11

  45      Voting on show of hands.....................................  A-12

  46      Decision of chairman........................................  A-12

</TABLE>

 

                                        i

<PAGE>   42

 

<TABLE>

<CAPTION>

BYE-LAW                                                                 PAGE

-------                                                                 ----

<C>       <S>                                                           <C>

  47      Demand for a poll...........................................  A-12

  48      Seniority of joint holders voting...........................  A-13

  49      Proxies and Corporate Representations.......................  A-13

  50      Rights of shares............................................  A-14

  51      Power to issue shares.......................................  A-14

  52      Variation of rights, alteration of share capital and

          purchase of shares of the Company...........................  A-15

  53      Registered holder of shares.................................  A-15

  54      Reserved....................................................  A-15

  55      Share certificates..........................................  A-15

  56      Calls on shares.............................................  A-16

  57      Forfeiture of shares........................................  A-16

  58      Contents of Register of Members.............................  A-16

  59      Inspection of Register of Members...........................  A-17

  60      Determination of record dates...............................  A-17

  61      Instrument of Transfer......................................  A-17

  62      Restriction on Transfer.....................................  A-17

  63      Transfers by joint holders..................................  A-18

  64      Representative of deceased Member...........................  A-18

  65      Registration on death or bankruptcy.........................  A-18

  66      Declaration of dividends by the Board.......................  A-18

  67      Other distributions.........................................  A-18

  68      Reserve fund................................................  A-19

  69      Payment of Dividends and deduction of Amounts due to the

          Company.....................................................  A-19

  70      Issue of bonus shares.......................................  A-19

  71      Records of account..........................................  A-19

  72      Financial year end..........................................  A-20

  73      Financial statements........................................  A-20

  74      Appointment of Auditor......................................  A-20

  75      Remuneration of Auditor.....................................  A-20

  76      Vacation of office of Auditor...............................  A-20

  77      Access to books of the Company..............................  A-20

  78      Report of the Auditor.......................................  A-20

  79      Business Combinations.......................................  A-21

  80      Service of Notices and Other Documents......................  A-21

  81      Service and delivery of notice..............................  A-21

  82      The Seal....................................................  A-22

  83      Manner in which seal is to be affixed.......................  A-22

  84      Winding-up/distribution by liquidator.......................  A-22

  85      Alteration of Bye-laws......................................  A-22

</TABLE>

 

                                        ii

<PAGE>   43

 

                                 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) "Alternate Director" means an alternate Director appointed in

     accordance with these Bye-laws;

 

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

 

          (d) "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;

 

          (e) "Business Combination" means any scheme of arrangement,

     reconstruction, amalgamation, takeover or similar business combination

     involving the Company or any subsidiary of the Company and any other

     person; provided that any such transaction with any direct or indirect

     subsidiary of the Company formed by the Company with the approval of its

     board of directors for the purpose of engaging in any scheme of

     arrangement, reconstruction, amalgamation, takeover or similar business

     combination shall not be a Business Combination for the purposes of these

     Bye-laws;

 

          (f) "Cause" means:

 

             (i) conviction on indictment of an indictable offence involving the

        management of the Company; or

 

             (ii) persistent breaches of the Act;

 

          (g) "Clear Days" means, in relation to the period of a notice, that

     period excluding the day on which the notice is given or served, or deemed

     to be given or served, and the day for which it is given or on which it is

     to take effect;

 

          (h) "Company" means Marvell Technology Group Limited;

 

          (i) "Director" means a director of the Company and shall include an

     Alternate Director;

 

          (j) "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;

 

          (k) "notice" means written notice as further defined in these Bye-laws

     unless otherwise specifically stated;

 

          (l) "Officer" means any person appointed by the Board to hold an

     office in the Company;

 

          (m) "Register" means the Register of Members of the Company and

     includes any branch register;

 

          (n) "Registered Office" means the registered office for the time being

     of the Company;

 

          (o) "Register of Directors and Officers" means the Register of

     Directors and Officers referred to in these Bye-laws;

 

          (p) "Register of Members" means the Register of Members referred to in

     these Bye-laws;

 

          (q) "Secretary" means the person appointed to perform any or all the

     duties of secretary of the Company and includes any deputy or assistant

     secretary;

 

          (r) "Special Resolution" means a resolution passed by a majority of

     not less than 66 2/3% of votes cast by such Members as, being entitled so

     to do, vote in person or by proxy or by duly authorised

 

                                       A-1

<PAGE>   44

 

     corporate representative at a general meeting of which not less than

     twenty-one (21) clear days' notice (save where a longer period is required

     by these Bye-Laws), specifying the intention to propose the resolution as a

     Special Resolution, has been duly given;

 

     (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.

 

     (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 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.

 

4. Power to appoint managing director or chief executive officer

 

     The Board may from time to time appoint one or more Directors to the office

of managing director or 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.

 

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.

 

                                       A-2

<PAGE>   45

 

6. Power to authorise specific actions

 

     The Board may from time to time and at any time authorise any company,

firm, person or 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 it may think fit and any such power of attorney may contain such provisions

for the protection and convenience of persons dealing with any such attorney 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 such attorney's personal seal with the same effect as

the affixation of the seal of the Company.

 

8. Power to delegate to a committee

 

     The Board may delegate any of its powers to a committee appointed by the

Board which may consist partly or entirely of non-Directors and every such

committee shall conform to such directions as the Board may impose on them. The

meeting and proceedings of any such committee shall be governed by the

provisions of these Bye-Laws regulating the meetings and proceedings of the

Board, so far as the same are applicable and are not superseded by directions

imposed by the Board.

 

9. 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.

 

10. 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.

 

11. Exercise of power to purchase shares of or discontinue the Company

 

     (1) The Board may exercise all the powers of the Company to purchase all or

any part of its own shares pursuant to Section 42A of the Act.

 

     (2) The Board may exercise all the powers of the Company to discontinue the

Company to a named country or jurisdiction outside Bermuda pursuant to Section

132G of the Act.

 

12. Election of Directors

 

     (1) The Board shall consist of not less than two Directors or such number

in excess thereof as the Board may from time to time determine.

 

     (2) The Board shall consist of three classes of Directors which shall be

known as Class 1, Class 2 and Class 3. Class 1 shall retire at the first annual

general meeting after June 17, 2000; Class 2 shall retire at the second annual

general meeting after June 17, 2000 and Class 3 shall retire at the third annual

general meeting after June 17, 2000. This sequence shall be repeated thereafter.

Each director in a Class shall, upon proper nomination in accordance with the

provisions of Bye-Law 12(5), be eligible for re-election at the annual

 

                                       A-3

<PAGE>   46

 

general meeting of the Company at which such Class retires to hold office for

three years or until successors are elected or appointed.

 

     (3) Any additional Directors elected so as to increase the total number of

Directors then in office shall be elected to such Class as will ensure that the

number of Directors in each Class remains equal and if that is not possible to

the Class which is retiring at the annual general meeting at which such Director

is elected or, if any such Director is elected otherwise than at an annual

general meeting to the Class which was elected at the most recent prior annual

general meeting.

 

     (4) If at the meeting at which a Director retires by rotation, the Company

does not fill the vacancy so created, the retiring Director shall, if willing to

act, be deemed to have been reappointed unless at the meeting it is resolved not

to fill the vacancy or unless a resolution for the reappointment of the Director

is put to the meeting and lost.

 

     (5) No person shall be appointed or reappointed a Director at any general

meeting unless:

 

          (a) he or she is recommended by the Board; or

 

          (b) in the case of an annual general meeting, not less than 60 nor

     more than 180 Clear Days before the date appointed for the meeting (or if

     such date is not at the time of such nomination known, the anniversary of

     the previous year's annual meeting), a notice containing the information

     set forth below in Bye-Law 12(6) and executed by a Member qualified to vote

     at the meeting has been given to the Company of the intention of that

     Member to propose that person for appointment or reappointment as a

     Director; or

 

          (c) in the case of a special general meeting, not less than 10 days

     after the Company first publicly announces its intention to hold a special

     general meeting for the purpose of electing directors, a notice containing

     the information set forth below in Bye-Law 12(6) and executed by a Member

     qualified to vote at the meeting has been given to the Company of the

     intention of that Member to propose that person for appointment or

     reappointment as a Director; or

 

          (d) the appointment or reappointment is approved by a Special

     Resolution of the Members.

 

     (6) A notice of nomination from a Member shall:

 

          (a) specify the meeting at which the person nominated is proposed for

     election as a Director;

 

          (b) contain all such information relating to the nominee as is

     required in solicitations of proxies for the election of Directors or as

     may be otherwise required pursuant to Section 14 of, and Schedule 14A

     under, the United States Securities Exchange Act of 1934, as amended;

 

          (c) state the names and addresses, as they appear in the Register, of

     the Member(s) giving the notice and the class and number of shares which

     are held by such Member(s) at the date of the notice and be signed by such

     Member(s); and

 

          (d) be accompanied by the written consent of the nominee to his being

     named in a proxy statement as a nominee and to serving as a Director, if

     elected.

 

     (7) The Board may appoint one or more persons willing to act to be a

Director, either to fill a vacancy or vacancies or, as an additional Director or

Directors. A Director so appointed shall hold office only until the next

following annual general meeting, and shall not be taken into account in

determining the Directors who are to retire by rotation at the meeting, and

shall then be eligible for re-election.

 

13. 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 such person had been duly appointed and

was qualified to be a Director.

 

                                       A-4

<PAGE>   47

 

14. Alternate Directors

 

     (1) Any general meeting of the Company may elect a person or persons to act

as a Director in the alternative to any one or more of the Directors of the

Company or may authorise the Board to appoint such Alternate Directors. Unless

the Members otherwise resolve, any Director may appoint a person or persons to

act as a Director in the alternative to himself or herself by notice in writing

deposited with the Secretary. Any person so appointed shall have all the rights

and powers of the Director or Directors for whom such person is appointed in the

alternative 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.

 

15. Removal of Directors

 

     (1) The Members may, at any special general meeting convened and held in

accordance with these Bye-laws only, remove a Director for Cause PROVIDED THAT

 

          (a) 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;

 

          (b) the resolution is passed as a Special Resolution; and

 

          (c) no more than one third of the Directors for the time being in

     office shall be removed at any general meeting.

 

     (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 and, in the absence of such

election or appointment, the Board may fill the vacancy.

 

16. 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

and to appoint an Alternate Director to any Director so appointed.

 

     (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 as the

quorum necessary for the transaction of business at meetings of the Board, the

continuing Directors or Director may act 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:-

 

          (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; or

 

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

 

                                       A-5

<PAGE>   48

 

17. Notice of meetings of the Board

 

     (1) A Director may, and the Secretary on the requisition of a Director

shall, at any time summon a meeting of the Board.

 

     (2) Notice of a meeting of the Board shall be deemed to be duly given to a

Director if it is given to such Director verbally in person or by telephone or

otherwise communicated or sent to such Director by post, overnight courier,

cable, telex, telecopier, facsimile, electronic mail 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.

 

18. Quorum at meetings of the Board

 

     The quorum necessary for the transaction of business at a meeting of the

Board may be fixed by the Directors and, unless so fixed, shall be a majority of

the Directors.

 

19. 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 meeting of the Board 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. Notwithstanding the foregoing, a

resolution to approve any of the following shall require the affirmative vote of

an absolute majority of the directors holding office at the date of the

resolution:

 

          (a) the issue of shares in the capital of the Company or any

     obligations, charges or debts convertible into shares or involving rights

     to vote under any circumstances;

 

          (b) recommending the winding up, dissolution or termination of the

     corporate existence of the Company; and

 

          (c) borrowing of any amount by the Company which exceeds in the

     aggregate $25,000,000 or the mortgage, pledge or grant of a security

     interest in any property of the Company which exceeds in the aggregate

     $25,000,000.

 

20. 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 effected at a meeting of the

Board duly called and constituted. For the purposes of this Bye-law only,

"Director" shall not include an Alternate Director except that an Alternate

Director may sign such a resolution on behalf of a principal Director.

 

21. 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.

 

                                       A-6

<PAGE>   49

 

     (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.

 

22. Remuneration of Directors

 

     (1) Each Director shall be entitled to receive such fees for his services

as a Director, if any, as the Board may from time to time determine. Each

Director shall be paid all expenses properly and reasonably incurred by him or

her in the conduct of the Company's business or in the discharge of his duties

as a Director, including (but without limitation) his reasonable travelling,

hotel and incidental expenses in attending and returning from meetings of the

Board or any committee of the Board or general meetings.

 

     (2) Any Director who serves on any committee of the Board or who performs

services which in the opinion of the Board go beyond the ordinary duties of a

Director may be paid such extra remuneration (whether by way of salary,

commission, participation in profits or otherwise) as the Board may determine,

and such extra remuneration shall be in addition to any remuneration or other

amounts payable to a Director pursuant to any other Bye-Law.

 

     (3) The Board may from time to time determine that, subject to the

requirements of the Act, all or part of any fees or other remuneration payable

to any Director or other Officer of the Company shall be provided in the form of

shares or other securities of the Company or any subsidiary of the Company, or

options or rights to acquire such shares or other securities, on such terms as

the Board may decide.

 

                                    OFFICERS

 

23. Officers of the Company

 

     The Officers of the Company shall consist of a President and a Vice

President or a Chairman and 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.

 

24. Appointment of Officers

 

     (1) The Board shall, as soon as practicable after each annual general

meeting appoint a President and Vice President or a Chairman and Deputy Chairman

who shall be Directors.

 

     (2) The Secretary and additional Officers, if any, shall be appointed by

the Board from time to time.

 

25. Remuneration of Officers

 

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

time determine.

 

26. 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.

 

27. Chairman of meetings

 

     Unless otherwise agreed by a majority of those attending and entitled to

attend and vote thereat, the Chairman, if there be one, and if not the President

shall act as chairman at all meetings of the Members and of the Board at which

such person is present. In their absence the Deputy Chairman or Vice President,

if present, shall act as chairman and in the absence of all of them a chairman

shall be appointed or elected by those present at the meeting and entitled to

vote. If more than one person holds any of the offices enumerated herein, the

Board shall determine which of the persons shall act as Chairman at meetings.

 

                                       A-7

<PAGE>   50

 

28. Register of Directors and Officers

 

     The Board shall cause to be kept in one or more books a Register of

Officers and Directors and shall enter therein the particulars required by the

Act.

 

                                    MINUTES

 

29. 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

 

          (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

 

30. Indemnification of Directors and Officers of the Company

 

     The Directors, Secretary and other Officers (such term to include any

person appointed to any committee by the Board) 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 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 fraud or dishonesty which may attach to any of said persons.

 

31. 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 fraud or dishonesty which may attach to

such Director or Officer or to any matter arising under United States federal

securities laws.

 

                                       A-8

<PAGE>   51

 

                                    MEETINGS

 

32. 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 President or the Chairman or any two Directors or any

Director and the Secretary or the Board shall appoint. At least five days 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.

 

33. Notice of special general meeting

 

     The President or 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 judgment such a meeting is necessary, upon not less than five

days' notice which shall state the date, time, place and the general nature of

the business to be considered at the meeting.

 

34. Advance notice

 

     Not less than sixty (60) nor more than one hundred eighty (180) Clear Days

advance notice in writing shall at all times be required for the nomination,

other than by or at the direction of the Board, of candidates for election as

directors, as well as any other proposals, statements or resolutions to be put

forward by Members for consideration at an annual general meeting or special

general meeting. In the case of an annual general meeting such notice must be

received by the Company not less than sixty (60) nor more than one hundred

eighty (180) Clear Days prior to the date appointed for the annual general

meeting (or if such date is not at the time of such nomination or proposal

known, the anniversary of the prior year's annual general meeting). The notice

must contain the information specified in Bye-Law 12(6) with respect to the

person to be nominated as director and all material information on the proposal,

statement or resolution to be put to the meeting, together with details of the

Member submitting the proposal, statement or resolution and such other

information as may from time to time be specified by the Board. The foregoing

rights in relation to proposals, statements or resolutions are in addition to

any rights conferred by the Act.

 

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.

 

                                       A-9

<PAGE>   52

 

38. Postponement of meetings

 

     The Secretary may postpone any general meeting called in accordance with

the provisions of these Bye-laws (other than a meeting requisitioned under these

Bye-laws) provided that notice of postponement is given to each Member before

the time for such meeting. Fresh notice of the date, 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 persons present in person and

representing in person or by proxy in excess of 50% of the total issued voting

shares in the Company 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 form a quorum

for the transaction of business at any general meeting of the Company held

during such time. 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 one

week later, at the same time and place or to such other day, time or place as

the Board may determine.

 

40. Adjournment of meetings

 

     (1) 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. In addition the chairman may adjourn the meeting to another

time and place without such consent or direction if it appears to him or her

that:

 

          (a) it is likely to be impracticable to hold or continue that meeting

     because of the number of Members wishing to attend who are not present; or

 

          (b) the unruly conduct of persons attending the meeting prevents, or

     is likely to prevent, the orderly continuation of the business of the

     meeting; or

 

          (c) an adjournment is otherwise necessary so that the business of the

     meeting may be properly conducted.

 

     (2) 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.

 

41. Attendance at meetings

 

     (1) A meeting of the Members or any class thereof may be held by means of

such telephone, electronic or other communication facilities as permit all

persons participating in the meeting to communicate with each other

simultaneously and instantaneously, and participation in such a meeting shall

constitute presence in person at such meeting. In addition, the Board may

resolve to enable persons entitled to attend a general meeting of the Company or

of any class of Members to do so by simultaneous attendance and participation at

a satellite meeting place anywhere in the world. The Members present at any such

satellite meeting place in person or by proxy and entitled to vote shall be

counted in the quorum for, and shall be entitled to vote at, the general meeting

in question if the chairman of the general meeting is satisfied that adequate

facilities are available throughout the general meeting to ensure that Members

attending at all the meeting places are able to:

 

          (a) communicate simultaneously and instantaneously with the persons

     present at the other meeting place or places, whether by the use of

     microphones, loud-speakers, audio-visual or other communications equipment

     or facilities; and

 

          (b) have access to all documents which are required by the Act and

     these Bye-Laws to be made available at the meeting.

 

                                       A-10

<PAGE>   53

 

     The chairman of the general meeting shall be present at, and the meeting

shall be deemed to take place at, the principal meeting place.

 

     If it appears to the chairman of the general meeting that the facilities at

the principal meeting place or any satellite meeting place are or become

inadequate for the purposes referred to above, then the chairman may, without

the consent of the meeting, interrupt or adjourn the general meeting. All

business conducted at that general meeting up to the time of such adjournment

shall be valid.

 

     (2) The Board and the chairman of any general meeting may make any

arrangement and impose any requirement or restriction it, he or she considers

appropriate to ensure the security of a general meeting including, without

limitation, requirements for evidence of identity to be produced by those

attending the meeting, the searching of their personal property and the

restriction of items that may be taken into the meeting place. The Board and the

chairman of any general meeting shall be entitled to refuse entry to a person

who refuses to comply with any such arrangements, requirements or restrictions.

 

42. Written resolutions

 

     (1) Subject to subparagraph (6) of this Bye-Law, 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, 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 Bye-law 15.

 

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

 

     (1) 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.

 

                                       A-11

<PAGE>   54

 

     (2) No Member shall be entitled to vote at any general meeting unless such

Member has paid all the calls on all shares held by such Member.

 

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 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

 

     (1) At any general meeting if an amendment is proposed to any resolution

under consideration and the chairman of the meeting rules on whether the

proposed amendment is out of order, the proceedings on the substantive

resolution shall not be invalidated by any error in such ruling.

 

     (2) 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, and 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 three 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 shares in the Company conferring the right to vote at such meeting,

     being shares on which an aggregate sum has been paid up equal to not less

     than one-tenth of the total sum paid up on all such shares conferring such

     right.

 

     (2) Where, in accordance with the provisions of subparagraph (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, 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 sub-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 subparagraph (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

 

                                       A-12

<PAGE>   55

 

meeting having regard to the nature of the question on which the vote is taken,

and each ballot paper shall be signed or initialed 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.

 

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. Proxies and Corporate Representatives

 

     (1) The instrument appointing a proxy shall be in writing under the hand of

the appointor or the appointor's attorney authorised in writing or, if the

appointor is a corporation, either under its seal or under the hand of an

officer, attorney or other person authorised to sign the same.

 

     (2) Any Member may appoint a standing proxy or (if a corporation) a

standing corporate representative by delivery to the Registered Office (or such

other place as the Board may from time to time specify for such purposes) of

evidence of such appointment. The appointment of such a standing proxy or

representative shall be valid for all general meetings and adjournments thereof

or, resolutions in writing, as the case may be, until notice of revocation is

received at the Registered Office. Where an appointment of a standing proxy or

corporate representative has been made, its operation shall be deemed to have

been suspended at any general meeting or adjournment thereof at which the Member

is present or in respect of which the Member has specially appointed a proxy or

corporate representative. The Board may from time to time require such evidence

as it shall deem necessary as to the due execution and continuing validity of

any such appointment of the standing proxy or corporate representative and the

operation of any such appointment shall be deemed to be suspended until such

time as the Board determines that it has received the requested evidence or

other evidence satisfactory to it.

 

     (3) The instrument appointing a proxy or corporate representative, together

with such other evidence as to its due execution as the Board may from time to

time require, shall be delivered at the Registered Office (or at such place as

may be specified in the notice convening the meeting or in any notice of any

adjournment or, in either case or the case of a written Resolution, in any

document sent therewith) prior to the holding of the relevant meeting or

adjourned meeting at which the person named in the instrument proposes to vote

or, in the case of a poll taken subsequently to the date of a meeting or

adjourned meeting, before the time appointed for the taking of the poll, or, in

the case of a written Resolution, prior to the effective date of the written

Resolution, and in default the instrument of proxy shall not be treated as

valid. Delivery of the proxy or instrument appointing a corporate representative

may be effected by facsimile communication to any facsimile number specified in

the notice convening the general meeting.

 

     (4) A proxy may be appointed by an instrument in any common form or in such

other form as the Board may approve, and the Board may, if it thinks fit, send

out with the notice of any meeting or any written Resolution forms of

instruments of proxy for use at that meeting. The instrument of proxy shall be

deemed to confer authority to demand or join in demanding a poll and to vote on

any amendment of a written Resolution or amendment of a Resolution put to the

meeting for which it is given as the proxy thinks fit. The instrument of proxy

shall, unless the contrary is stated therein, be valid as well for any

adjournment of the meeting as for the meeting to which it relates.

 

     (5) A vote given by proxy shall be valid notwithstanding the previous death

or insanity of the principal, or revocation of the instrument of proxy or of the

authority under which it was executed; provided, however, that no intimation in

writing of such death, insanity or revocation shall have been received by the

Company at the Registered Office (or such other place as may be specified for

the delivery of instruments of proxy in the notice convening the meeting or

other documents sent therewith) one hour at least before the commencement

 

                                       A-13

<PAGE>   56

 

of the meeting or adjourned meeting, or the taking of the poll, or the day

before the effective date of any written Resolution at which the instrument of

proxy is used.

 

     (6) Subject to the Act, the Board may at its discretion waive any of the

provisions of these Bye-Laws related to proxies or authorisations and, in

particular, may accept such verbal or other assurances as it thinks fit as to

the right of any person to attend and vote on behalf of any Member at general

meetings or to sign written resolutions.

 

                            SHARE CAPITAL AND SHARES

 

50. Subject to any resolution of the Members to the contrary, the share capital

of the Company is divided into two classes of shares to be designated

respectively Common Stock (the "Common") and Preferred Stock (the "Preferred").

The Preferred may be issued from time to time in one or more series. The Board

is authorized to fix the number of shares of any series of the Preferred and to

determine or alter the rights, preferences, privileges, and restrictions granted

to or imposed upon any wholly unissued series of the Preferred and, within the

limits and restrictions stated in any resolution or resolutions of the Board

originally fixing the number of shares constituting any series of the Preferred,

to increase or decrease (but not below the number of shares of any such series

then outstanding) the number of shares of any such series subsequent to the

issue of shares of that series. The particular rights and restrictions attached

to any series of Preferred shall be recorded in a resolution of the Board. The

Board may at any time before the allotment of any shares of Preferred by further

resolution in any way amend such rights and restrictions or vary or revoke its

designation. A copy of any such resolution or amending resolution for the time

being in force shall be annexed as an appendix to (but shall not form part of)

these Bye-Laws.

 

51. Power to issue shares

 

     (1) Subject to these Bye-laws and to any resolution of the Members to the

contrary and without prejudice to any special rights previously conferred on the

holders of any existing shares or class of shares, the Board shall have power to

issue any unissued shares of the Company on such terms and conditions as the

Board may determine.

 

     (2) 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.

 

     (3) 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 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 mentioned in Sections 39A, 39B and 39C of the Act.

 

     (4) The Board may from time to time do any one or more of the following

things:

 

          (a) make arrangements on the issue of shares for a difference between

     the Members in the amounts and times of payments of calls on their shares;

 

          (b) accept from any Member the whole or a part of the amount remaining

     unpaid on any shares held by him or her, although no part of that amount

     has been called up;

 

          (c) pay dividends in proportion to the amount paid up on each share

     where a larger amount is paid up on some shares than on others; and

 

          (d) issue its shares in fractional denominations and deal with such

     fractions to the same extent as its whole shares and shares in fractional

     denominations shall have in proportion to the respective fractions

     represented thereby all of the rights of whole shares including (but

     without limiting the generality of the foregoing) the right to vote, to

     receive dividends and distributions and to participate in a winding up.

 

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<PAGE>   57

 

52. Variation of rights, alteration of share capital and purchase of shares of

the Company

 

     (1) Subject to the provisions of Sections 42 and 43 of the Act any

preference shares may be issued as shares that, at a determinable date or at the

option of the Company, are liable to be redeemed on such terms and in such

manner as the Board may determine.

 

     (2) If at any time 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.

 

     (3) 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.

 

     (4) Subject to the Companies Acts, the Company may purchase its own shares

and the Board may authorise any exercise of the Company's power to purchase its

own shares, whether in the market, by tender or by private treaty, at such

prices and otherwise on such terms and conditions as the Board may from time to

time determine. The whole or any part of the amount payable on any such purchase

may be paid or satisfied otherwise than in cash, to the extent permitted by the

Companies Acts.

 

53. 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.

 

54. Reserved

 

55. Share certificates

 

     (1) Shares shall be issued in registered form. Unless otherwise provided by

the rights attaching to or by the terms of issue of any particular Shares, each

Member shall, upon becoming the holder of any Share, be entitled to a Share

certificate for all the Shares of each class held by such Member (and, on

transferring a part of such Member's holding, to a certificate for the balance),

but the Board may decide not to issue certificates for any Shares held by, or by

the nominee of, any securities exchange or depository or any operator of any

clearance or settlement system except at the request of any such person. In the

case of a Share held jointly by several persons, delivery of a certificate in

their joint names to one of several joint holders shall be sufficient delivery

to all.

 

     (2) If a Share certificate is defaced, lost or destroyed, it may be

replaced without fee but on such terms (if any) as to evidence and indemnity and

to payment of the costs and out-of-pocket expenses of the Company

 

                                       A-15

<PAGE>   58

 

in investigating such evidence and preparing such indemnity as the Board may

think fit and, in case of defacement, on delivery of the old certificate to the

Company.

 

     (3) The Board may by resolution determine, either generally or in any

particular case, that any signatures on any such certificates need not be

autographic but may be affixed to such certificates by some mechanical means or

may be printed thereon or that such certificates need not be signed by any

persons.

 

     (4) Nothing in these Bye-Laws shall preclude title to a Share being

evidenced or transferred otherwise than in writing to the extent permitted by

the Act and as may be determined by the Board from time to time.

 

56. Calls on shares

 

     (1) 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 and, if a call is not paid on or before the day appointed for

payment thereof, the Member may at the discretion of the Board be liable to pay

the Company interest on the amount of such call at such rate as the Board may

determine, from the date when such call was payable up to the actual date of

payment. The joint holders of a share shall be jointly and severally liable to

pay all calls in respect thereof.

 

     (2) The Board may, on the issue of shares, differentiate between the

holders as to the amount of calls to be paid and the times of payment of such

calls.

 

57. Forfeiture of shares

 

     (1) If any Member fails to pay, on the day appointed for payment thereof,

any call in respect of any share allotted to or held by such Member, the Board

may, at any time thereafter during such time as the call remains unpaid, direct

the Secretary to forward to such Member a notice in the form, or as near thereto

as circumstances admit, of Form "A" in the Schedule hereto.

 

     (2) If the requirements of such notice are not complied with, any such

share may at any time thereafter before the payment of such call and the

interest due in respect thereof be forfeited by a resolution of the Board to

that effect, and such share shall thereupon become the property of the Company

and may be disposed of as the Board shall determine.

 

     (3) A Member whose share or shares have been forfeited as aforesaid shall,

notwithstanding such forfeiture, be liable to pay to the Company all calls owing

on such share or shares at the time of the forfeiture and all interest due

thereon.

 

     (4) The Board may accept the surrender of any share which it is in a

position to forfeit on such terms and conditions as may be agreed. Subject to

those terms and conditions, a surrendered share shall be treated as if it had

been forfeited.

 

                              REGISTER OF MEMBERS

 

58. Contents of Register of Members

 

     (1) The Board shall cause to be kept in one or more books a Register of

Members and shall enter therein the particulars required by the Act.

 

     (2) The Company may also keep one or more branch registers at such place or

places outside Bermuda to the extent and in the manner permitted by the

Companies Acts and the Board may make such regulations as it thinks fit

regarding the keeping of any branch register and may revoke or vary any such

regulations. The Board may authorise any share on the Register to be included in

a branch register or any share registered on a branch register to be registered

on another branch register, provided that at all times the Register is

maintained in accordance with the Companies Acts.

 

                                       A-16

<PAGE>   59

 

59. 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.

 

60. 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,

     distribution, allotment or issue; and

 

          (b) determining the Members entitled to receive notice of and to vote

     at any general meeting of the Company.

 

                               TRANSFER OF SHARES

 

61. Instrument of Transfer

 

     (1) An instrument of transfer shall be in such 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.

 

     (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.

 

62. Restriction on Transfer

 

     (1) Subject to the Act and to such of the restrictions contained in these

Bye-Laws as may be applicable, any Member may transfer all or any of such

Member's shares by an instrument of transfer in the usual common form or in any

other form that the Board may approve.

 

     (2) The instrument of transfer of a share shall be signed by or on behalf

of the transferor and, when any share is not fully paid, the transferee, and the

transferor shall be deemed to remain the holder of the share until the name of

the transferee is entered in the Register in respect thereof. All instruments of

transfer when registered may be retained by the Company. The Board may, in its

absolute discretion and without assigning any reason therefor, decline to

register any transfer of any Share that is not a fully paid Share or that is in

violation of these Bye-Laws or of any agreement of which the Company has notice.

The Board may also decline to register any transfer unless:

 

          (a) the instrument of transfer is duly stamped, if required, and

     lodged with the Company at the registered office or any other place as the

     Board may from time to time specify, accompanied by the certificate (if

     any) for the Shares to which it relates, and such other evidence as the

     Board may reasonably require to show the right of the transferor to make

     the transfer;

 

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

     Share;

 

          (c) where applicable, the permission of the Bermuda Monetary Authority

     with respect thereto has been obtained; and

 

          (d) where applicable, the Board is satisfied that the transfer

     complies with securities laws.

 

     (3) If the Board declines to register a transfer it shall, within three

months after the date on which the instrument of transfer was lodged, send to

the transferee notice of such refusal.

 

                                       A-17

<PAGE>   60

 

     (4) No fee shall be charged by the Company for registering any transfer, or

otherwise making an entry in the Register concerning any other document relating

to or affecting the title to any Share.

 

     (5) Subject to any directions of the Board from time to time in force, the

Secretary may exercise the powers and discretions of the Board under Bye-Laws

62(1), 62(2) and 62(3).

 

63. 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 to the executors or administrators of such deceased

Member.

 

                             TRANSMISSION OF SHARES

 

64. Representative of deceased Member

 

     In the case of the death of a Member, the survivor or survivors where the

deceased Member was a joint holder, and the legal personal representatives of

the deceased Member where the deceased Member was a sole holder, shall be the

only persons recognised by the Company as having any title to the deceased

Member's interest in the shares. Nothing herein contained shall release the

estate of a deceased joint holder from any liability in respect of any share

which had been jointly held by such deceased Member with other persons. Subject

to the provisions of Section 52 of the Act, for the purpose of this Bye-law,

legal personal representative means the executor or administrator of a deceased

Member or such other person as the Board may in its absolute discretion decide

as being properly authorised to deal with the shares of a deceased Member.

 

65. Registration on death or bankruptcy

 

     Any person becoming entitled to a share in consequence of the death or

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 death or bankruptcy,

as the case may be.

 

                       DIVIDENDS AND OTHER DISTRIBUTIONS

 

66. Declaration of dividends by the Board

 

     The Board may, subject to these Bye-laws and in accordance with Section 54

of the Act, declare a 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. No unpaid dividend shall bear interest as against the

Company unless the terms of the issue of shares otherwise provide.

 

67. 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.

No unpaid distribution or other monies payable in respect of shares shall bear

interest as against the Company unless the terms of the issue of shares

otherwise provide.

 

                                       A-18

<PAGE>   61

 

68. 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.

 

69. Payment of Dividends and deduction of Amounts due to the Company

 

     (1) Any dividend or other monies payable in respect of a share may be paid

by cheque or warrant sent through the post to the registered address of the

Members (in the case of joint Members, the senior joint holder, seniority being

determined by the order in which the names stand in the Register of Members) or

person entitled thereto, or by direct bank transfer to such bank account as such

Member or person entitled thereto may direct. Every such cheque shall be made

payable to the order of the person to whom it is sent or to such persons as the

Member may direct, and payment of the cheque or warrant shall be a good

discharge to the Company. Every such cheque or warrant shall be sent at the risk

of the person entitled to the money represented thereby.

 

     (2) Any dividend or other monies payable in respect of a share which has

remained unclaimed for 12 years from the date when it became due for payment

shall, if the Board so resolves, be forfeited and cease to remain owing by the

Company. The payment of any unclaimed dividend or other monies payable in

respect of a share may (but need not) be paid by the Company into an account

separate from the Company's own account. Such payment shall not constitute the

Company a trustee in respect thereof.

 

     (3) The Company shall be entitled to cease sending dividend warrants and

cheques by post or otherwise to a Member if those instruments have been returned

undelivered to, or left uncashed by, that Member on at least two consecutive

occasions, or, following one such occasion, reasonable enquiries have failed to

establish the Member's new address. The entitlement conferred on the Company by

this Bye-law 69(3) in respect of any Member shall cease if the Member claims a

dividend or cashes a dividend warrant or cheque.

 

     (4) 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.

 

                                 CAPITALISATION

 

70. Issue of bonus shares

 

     (1) 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.

 

     (2) The Company may capitalise any sum standing to the credit of a reserve

account or sums otherwise available for dividend or distribution by applying

such amounts in paying up in full partly paid shares of those Members who would

have been entitled to such sums if they were distributed by way of dividend or

distribution.

 

                       ACCOUNTS AND FINANCIAL STATEMENTS

 

71. 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;

 

                                       A-19

<PAGE>   62

 

          (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.

 

72. Financial year end

 

     The financial year end of the Company may be determined by resolution of

the Board and failing such resolution shall be the Saturday nearest January 31st

in each year.

 

73. 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

 

74. 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.

 

75. Remuneration of Auditor

 

     The remuneration of the Auditor shall be fixed by the Members in general

meeting or in such other manner as the Members may determine

 

76. 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 Auditor's services are required, the Board

may appoint an interim Auditor to fill the vacancy created thereby to serve

until the next annual general meeting.

 

77. 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.

 

78. 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 subparagraph

(2) of this Bye-law may be those of a country or jurisdiction other than

Bermuda. If so, the financial statements and the report of the Auditor must

disclose this fact and name such country or jurisdiction.

 

                                       A-20

<PAGE>   63

 

                             BUSINESS COMBINATIONS

 

79. Business Combinations

 

     In addition to any approval required under the Act, a Business Combination

that is not approved by at least 66 2/3% of the directors holding office at the

date of the Board Resolution must be approved by a Special Resolution of the

Members.

 

                                    NOTICES

 

80. Service of Notices and Other Documents

 

     (1) Any notice or other document (including a Share certificate) may be

served on or delivered to any Member by the Company either personally or by

sending it through the post in a prepaid letter addressed to such Member at the

address appearing in the Register or by delivering it to or leaving it at such

registered address. In the case of joint holders of a Share, service or delivery

of any notice or other document on or to one of the joint holders shall for all

purposes be deemed as sufficient service on or delivery to all the joint

holders. Any notice or other document if sent by post shall be deemed to have

been served or delivered five Clear Days after it was put in the post, and, in

proving such service or delivery, it shall be sufficient to prove that the

notice or document was properly addressed, stamped and put in the post.

 

     (2) Any notice of a general meeting of the Company shall be deemed to be

duly given to a Member, or other person entitled to it, if it is sent by post,

courier, cable, telex, telecopier, facsimile, electronic mail or other mode of

representing words in a legible and non-transitory form to the address as it

appears in the Register or any other address given to the Company for this

purpose. Any such notice shall be deemed to have been served 24 hours after its

dispatch except in the case of air courier in which case such notice shall be

deemed to have been served 48 hours after its dispatch.

 

     (3) Any notice or other document delivered, sent or given to a Member in

any manner permitted by these Bye-Laws shall, notwithstanding that such Member

is then dead or bankrupt or that any other event has occurred, and whether or

not the Company has notice of the death or bankruptcy or other event, be deemed

to have been duly served or delivered in respect of any Share registered in the

name of such Member as sole or joint holder unless such Member's name shall, at

the time of the service or delivery of the notice or document, have been removed

from the Register as the holder of the Share, and such service or delivery shall

for all purposes be deemed as sufficient service or delivery of such notice or

document on all persons interested (whether jointly with or as claiming through

or under such Member) in the Share.

 

Any notice or other document (including without limitation a proxy, appointment

of corporate representative or nomination form for a director) may be delivered

by any Member to the Company either personally, by air courier or by sending it

through the post in a pre-paid letter addressed to the Company and the

registered office of the Company. Where a notice convening a general meeting

indicates that any document which is to be delivered by a Member to the Company

in connection with such general meeting may be delivered by facsimile and

indicates a facsimile number for delivery, then any Member may deliver such

document or documents by facsimile transmission to the number identified in the

notice of general meeting.

 

81. 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 save for notices sent

by post which shall be deemed to have been served five (5) days after posting

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.

 

                                       A-21

<PAGE>   64

 

                              SEAL OF THE COMPANY

 

82. The Seal

 

     (1) The Board shall provide for the safe custody of the Seal. The Seal

shall only be used by the authority of the Board or of a committee authorised by

the Board in that behalf. The Board may determine who (if anyone) shall sign any

instrument to which the Seal is affixed and shall unless otherwise determined by

resolution of the Board be signed by one Director.

 

     (2) The Board may by resolution determine either generally or in any

particular case that any certificates or warrants for Shares or debentures or

representing any other form of security to which the Seal is to be affixed may

have signatures affixed to them by some mechanical means, or printed thereon or

that such certificates need not bear any signature.

 

     (3) Where the Company engages in business outside Bermuda the Company may,

if the Board so determines, have for use in any country, territory or place

outside Bermuda a seal which shall be a duplicate of the Seal and which shall be

affixed in the same manner as the Seal.

 

     (4) The Company may, if the Board so determines, have for use for sealing

securities issued by the Company and for sealing documents creating or

evidencing securities so issued an official seal which shall be a facsimile of

the Seal with the addition on its face of the word "Securities".

 

83. 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.

 

                                   WINDING-UP

 

84. 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 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

 

85. 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; provided that any provision of these Bye-Laws

requiring a Special Resolution by the Members shall not be amended without a

Special Resolution.

 

                                     *****

 

                                       A-22

<PAGE>   65

 

 

                        SCHEDULE -- FORM A (BYE-LAW 57)

 

 

           NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL

 

     You have failed to pay the call of [amount of call] made on the   day of

               , 20  last, in respect of the [number] share(s) [numbers in

figures] standing in your name in the Register of Members of the Company, on the

  day of                , 20  last, the day appointed for payment of such call.

You are hereby notified that unless you pay such call together with interest

thereon at the rate of        per annum computed from the said   day of

          20  last, on or before the      day of           20  next at the place

of business of the said Company the share(s) will be liable to be forfeited.

 

     Dated this   day of           , 20

 

[Signature of Secretary]

By order of the Board

 

                                       A-23

<PAGE>   66

 

                        SCHEDULE -- FORM B (BYE-LAW 65)

 

           TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH/BANKRUPTCY

                                  OF A MEMBER

 

     I/We having become entitled in consequence of the [death/bankruptcy] of

[name of the deceased Member] to [number] share(s) numbered [number in figures]

standing in the register of members of [Company] in the name of the said [name

of deceased Member] instead of being registered myself/ourselves elect to have

[name of transferee] (the "Transferee") registered as a transferee of such

share(s) and I/we do hereby accordingly transfer the said share(s) to the

Transferee to hold the same unto the Transferee his or her executors

administrators and assigns subject to the conditions on which the same were held

at the time of the execution thereof; and the Transferee does hereby agree to

take the said share(s) subject to the same conditions.

 

     WITNESS our hands this   day of           , 20

 

<TABLE>

<S>                                         <C>

Signed by the above-named                   )

[person or persons entitled]                )

in the presence of:                         )

 

Signed by the above-named                   )

[transferee]                                )

in the presence of:                         )

</TABLE>

 

                                       A-24