AMENDED AND RESTATED

BYE-LAWS

OF

INGERSOLL-RAND COMPANY LIMITED
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TABLE OF CONTENTS

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INTERPRETATION................................................... 1
1. Interpretation.............................................. 1
BOARD OF DIRECTORS............................................... 2
2. Board of Directors.......................................... 2
3. Management of the Company................................... 2
4. Power to Authorise Specific Actions......................... 3
5. Power to Appoint Attorney................................... 3
6. Power to Delegate to a Committee............................ 3
7. Power to Appoint and Dismiss Employees...................... 3
8. Power to Borrow and Charge Property......................... 4
Exercise of Power to Purchase Shares of or Discontinue the
9. Company..................................................... 4
10. Election of Directors....................................... 4
11. Defects in Appointment of Directors......................... 5
12. Removal of Directors........................................ 5
13. Vacancies on the Board...................................... 6
14. Notice of Meetings of the Board............................. 6
15. Quorum at Meetings of the Board............................. 6
16. Meetings of the Board....................................... 6
17. Unanimous Written Resolutions of Directors.................. 7
18. Contracts and Disclosure of Directors' Interests............ 7
19. Remuneration of Directors................................... 7
OFFICERS......................................................... 7
20. Officers of the Company..................................... 7
21. Appointment and Authority of Officers....................... 7
22. Duties of Officers.......................................... 8
23. Chairman of Meetings........................................ 8
24. Register of Directors and Officers.......................... 8
MINUTES.......................................................... 8
25. Obligations of Board to Keep Minutes........................ 8
INDEMNITY........................................................ 8
26. Indemnification of Directors and Officers of the Company.... 8
MEETINGS......................................................... 10
27. Annual General Meeting...................................... 10
28. Special General Meetings.................................... 10
29. Accidental Omission of Notice of General Meeting............ 10
30. Meeting Called on Requisition of Members.................... 10
31. Short Notice................................................ 11
32. Postponement of Meetings.................................... 11
33. Quorum for General Meeting.................................. 11
34. Adjournment of Meetings..................................... 11
35. Attendance at Meetings...................................... 11
36. Unanimous Written Resolutions of Members.................... 12
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37. Attendance of Directors..................................... 12
38. Presiding Officer at Meetings............................... 12
39. Voting at Meetings.......................................... 12
40. Seniority of Joint Holders Voting........................... 13
41. Instrument of Proxy......................................... 13
42. Representation of Corporations at Meetings.................. 13
SHARE CAPITAL AND SHARES......................................... 13
43. Authorised Share Capital.................................... 13
44. Power to Issue Shares....................................... 15
Variation of Rights, Alteration of Share Capital and
45. Purchase of Shares of the Company........................... 15
46. Registered Holder of Shares................................. 16
47. Death of a Joint Holder..................................... 16
48. Certificated or Uncertificated Shares....................... 16
REGISTER OF MEMBERS.............................................. 16
49. Contents of Register of Members............................. 16
50. Inspection of Register of Members........................... 17
51. Transactions with Interested Members........................ 17
52. Record Dates................................................ 17
53. Scrutineers................................................. 17
TRANSFER OF SHARES............................................... 18
54. Instrument of Transfer...................................... 18
55. Restriction on Transfer..................................... 18
56. Transfers by Joint Holders.................................. 18
TRANSMISSION OF SHARES........................................... 18
57. Representative of Deceased Member........................... 18
58. Registration on Death or Bankruptcy......................... 18
59. Dividend Entitlement of Transferee.......................... 19
DIVIDENDS AND OTHER DISTRIBUTIONS................................ 19
60. Declaration of Dividends by the Board....................... 19
CAPITALISATION................................................... 19
61. Issue of Bonus Shares....................................... 19
ACCOUNTS AND FINANCIAL STATEMENTS................................ 19
62. Records of Account.......................................... 19
63. Fiscal Year................................................. 19
64. Financial Statements........................................ 19
AUDIT............................................................ 20
65. Appointment of Auditor...................................... 20
66. Remuneration of Auditor..................................... 20
67. Vacation of Office of Auditor............................... 20
68. Access to Books of the Company.............................. 20
69. Report of the Auditor....................................... 20
NOTICES.......................................................... 20
70. Notices to Members of the Company........................... 20
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SEAL OF THE COMPANY.............................................. 21
71. The Seal.................................................... 21
72. Manner in Which Seal is to be Affixed....................... 21
WINDING-UP....................................................... 21
73. Winding-up/Distribution by Liquidator....................... 21
ALTERATION OF BYE-LAWS........................................... 21
74. Alteration of Bye-laws...................................... 21
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AMENDED AND RESTATED
BYE-LAWS
OF
INGERSOLL-RAND COMPANY LIMITED
A BERMUDA LIMITED LIABILITY COMPANY

INTERPRETATION

1. INTERPRETATION

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

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

(b) "Auditor" includes any individual, general or limited partnership,
corporation, firm, association or company (including a limited liability
company);

(c) A person is a "beneficial owner" of any shares of the Company:

(i) which it has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise;
and

(ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (i) above),
by any other person with which it has any agreement, arrangement or
understanding with respect to the acquisition, holding, voting or
disposition of shares or of any material part of the assets of the
Company or of it, or which is its "affiliate" or "associate" as those
terms are defined in Rule 12b-2 of the General Rules and Regulations
under the United States Securities Exchange Act of 1934 (or any
successor rule or regulation);

(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:

(i) any amalgamation, merger or consolidation of the Company or one
of its subsidiaries with an Interested Member or with any person that
is, or would be after such amalgamation, merger or consolidation, an
affiliate or associate of an Interested Member;

(ii) any transfer or other disposition to or with an Interested
Member or any affiliate or associate of an Interested Member of all or
any material part of the assets of the Company or one of its
subsidiaries; and

(iii) any issuance or transfer of shares of the Company upon
conversion of or in exchange for the securities or assets of any
Interested Member, or with any person that is, or would be after such
amalgamation, merger or consolidation, an affiliate or associate of an
Interested Member;

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

(g) "Director" means a director of the Company;

(h) "Interested Member" means any Member that:

(i) is the beneficial owner, directly or indirectly, of 10% or more
of the voting power of the voting shares of the Company then in issue;
or

(ii) is an affiliate or associate of the Company and at any time
within the five-year period immediately prior to the date in question
was the beneficial owner, directly or indirectly, of 10% or more of the
voting power of the shares then in issue of the Company. For the purpose
of determining whether a Member is an Interested Member, the number of
voting shares of the Company then in issue shall include shares deemed
to be beneficially owned by such Member, but shall not include
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any other unissued voting shares of the Company which may be issuable
pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise;

(i) "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;

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

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

(l) "Person" means any individual, general or limited partnership,
corporation, firm, association, trust, estate, company (including a limited
liability company) or any other entity or organisation or bodies of persons
whether corporate or otherwise, including a government, a political
subdivision or agency or instrumentality thereof;

(m) "Register of Directors and Officers" means the Register of
Directors and Officers referred to in these Bye-laws;

(n) "Register of Members" means the Register of Members referred to in
these Bye-laws;

(o) "Resident Representative" means any person appointed to act as
resident representative and includes any deputy or assistant resident
representative; and

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

(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) the word:

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

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

(d) 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 cable, telex, telecopier, facsimile, printing,
computer generated email, lithography, photography and other modes of
representing words in legible and non-transitory 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 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,
expressly required to be exercised by the Company in general

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meeting, subject, nevertheless, to these Bye-laws, the provisions of any statute
and to such directions as may be prescribed by the Company in general meeting.

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

(3) The Board may procure that the Company pay all expenses incurred in
promoting and organising the Company.

4. POWER TO AUTHORISE SPECIFIC ACTIONS

The Board may from time to time and at any time authorise any 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.

5. POWER TO APPOINT ATTORNEY

The Board, or any duly authorised committee, may from time to time and at
any time by power of attorney appoint any 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.

6. POWER TO DELEGATE TO A COMMITTEE

(1) The Board may delegate any or all of its powers to a committee or
committees 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 shall impose on them; provided that a committee appointed by the Board
shall not have the power to set its or its members' remuneration. The meetings
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.

(2) The Board, by the affirmative vote of a majority of the entire Board,
may appoint from their number an executive committee of which committee a
majority of committee members shall constitute a quorum; and to such extent as
shall be provided in these Bye-laws and as may be permitted by law, such
committee shall have and may exercise any or all of the powers of the Board.

(3) The Board, by the affirmative vote of a majority of the entire Board,
may appoint any other standing committees and such standing committees shall
have and may exercise such powers as may be conferred and authorised by these
Bye-laws or by the Board and as may be permitted by law.

(4) Each committee of the Board shall keep complete, accurate minutes and
records of all actions taken by such committee, prepare such minutes and records
in a timely fashion and promptly distribute all such minutes and records to each
member of the Board at the meeting of the Board next ensuing.

7. POWER TO APPOINT AND DISMISS EMPLOYEES

The Board may appoint, suspend or remove any Officer, manager, secretary,
clerk, agent or employee of the Company and may fix their remuneration and
determine their duties. Nothing contained in this Bye-law shall be construed to
limit the Officers or any other Company official from being able to exercise
these same powers to the extent they are duly authorised to do so.

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8. 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 and property, or any part thereof, and may
issue debentures, debenture shares and other securities whether outright or as
security for any debt, liability or obligation of the Company or any third
party. Nothing contained in this Bye-law shall be construed to limit the
Officers or any other Company official from being able to exercise these same
powers to the extent they are duly authorised to do so.

9. 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.

10. ELECTION OF DIRECTORS

(1) The Board shall consist of not less than three and not more than twenty
Directors or such number in excess thereof as the Members may from time to time
determine. The initial Directors shall be elected or appointed at the statutory
meeting of the Company and thereafter, except in the case of casual vacancy,
Directors shall be elected or appointed at the annual general meeting or at any
special general meeting called for that purpose. Directors shall hold office for
such term as the Members may determine or, in the absence of such determination,
until the next annual general meeting or until their successors are elected or
appointed or their office is otherwise vacated. Any general meeting may
authorise the Board to fill any vacancy left unfilled at a general meeting. The
number of Directors to be elected at any time within the minimum and maximum
limitations specified herein shall be determined from time to time by the Board
pursuant to a resolution adopted by the affirmative vote of a majority of the
Board then in office. Any vacancy on the Board within the minimum and maximum
limitations specified in this Bye-law may be filled by a majority of the Board
then in office; provided that a quorum is present. During the existence of a
vacancy on the Board the remaining Directors shall have full power to act;
provided that a quorum is present. The holders of Class A Common Shares (as
defined hereinafter) shall be entitled at all meetings of the Members at which
Directors are elected to one vote for each such share held by them as described
in this Bye-Law. The holders of Class B Common Shares (as defined hereinafter)
shall not be entitled to vote for the election of Directors. At all elections of
Directors each holder of Class A Common Shares shall be entitled to as many
votes as shall equal the number of votes which such holder would be entitled to
cast at a general meeting, multiplied by the number of Directors to be elected,
and such holder may cast all such votes for a single Director, or may distribute
them among the number to be voted for or any two or more Directors as such
holder may see fit.

(2) The Board shall be divided as equally as may be possible into three
classes, each of which shall consist of such number as these Bye-laws may from
time to time provide. Initially, the Directors of the first class shall be
elected for a term of one year or until the first annual general meeting, the
Directors of the second class shall be elected for a term of two years or until
the second annual meeting, and the Directors of the third class shall be elected
for a term of three years or until the third annual meeting. At each annual
election thereafter, the successors of the Directors of the class whose term
expires in that year shall be elected to hold office for a term of three years,
so that the term of office of one class of Directors shall expire each year.

(3) If the number of Directors is changed, any newly created directorships
or decrease in directorships shall be so apportioned among the classes as to
make all classes as nearly equal in number as possible. In case of any increase
in the number of Directors of any class or classes within the minimum and
maximum limitations specified in Bye-law 10(1) causing a casual vacancy,
additional Directors may be elected by the Board to fill such casual vacancy,
but any such Director so elected shall hold office only until the next
succeeding annual general meeting of Members and until his or her successor
shall have been elected and qualified. No decrease in the number of Directors
shall shorten the term of any incumbent Director.

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(4) Directors may be removed without cause only upon the affirmative vote
of the holders of at least 80% of the shares of the Company entitled to vote for
the election of Directors. Directors may be removed for cause only upon the
affirmative vote of the holders of at least 66 2/3% of the shares of the Company
entitled to vote for the election of Directors; provided that any meeting
convened and held to consider the removal of a Director shall be convened and
held in accordance with Bye-law 12.

(5) Notwithstanding subparagraph (1) of this Bye-law, any Member entitled
to vote for the election of Directors at a meeting or to express a consent in
writing without a meeting may nominate a person or persons for election as a
Director only if written notice of such Member's intent to make such nomination
is given to the Secretary of the Company, either by personal delivery, mail or
facsimile not later than (a) with respect to an election to be held at an annual
general meeting of Members, 90 days in advance of the anniversary of the
immediately preceding annual general meeting or if the date of the annual
general meeting of Members occurs more than 30 days before or 60 days after the
anniversary of such immediately preceding annual general meeting, not later than
the close of business on the seventh day following the date on which notice of
such meeting is given to Members and (b) in the case of any Member who wishes to
nominate a person or persons for election as a Director pursuant to consents in
writing by Members without a meeting (to the extent election by such consents is
permitted under applicable law and these Bye-laws), 60 days in advance of the
date on which materials soliciting such consents are first mailed to Members or,
if no such materials are required to be mailed under applicable law, 60 days in
advance of the date on which the first such consent in writing is executed. Each
such notice shall set forth the name and address of the Member who intends to
make the nomination and of the person or persons to be nominated for election as
a Director, a representation that the Member is a holder of record of shares of
the Company entitled to vote at such meeting or to express such consent in
writing and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice or to execute such a consent in
writing to elect such person or persons as a Director, a description of all
arrangements or understandings between the Member and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations for election as a Director are to be made by the
Member, such other information regarding each nominee proposed by such Member as
would have been required to be included in a proxy statement filed pursuant to
the proxy rules of the United States Securities and Exchange Commission if such
nominee had been nominated, or was intended to be nominated, for election as a
Director by the Board, and the consent of each nominee to serve as a Director if
so elected. The Board may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedures.

11. DEFECTS IN APPOINTMENT OF DIRECTORS

All bona fide acts taken at 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
qualified to be a Director.

12. REMOVAL OF DIRECTORS

(1) Subject to Bye-law 10(4) and any provision to the contrary in these
Bye-laws, the Members may, at any special general meeting convened and held in
accordance with these Bye-laws, remove a Director; provided that the notice of
any such meeting convened for the purpose of removing a Director shall contain a
statement of the intention so to do and be served on such Director not less than
fourteen days before the meeting and at such meeting such Director shall be
entitled to be heard on the motion for such Director's removal.

(2) A vacancy on the Board created by the removal of a Director under the
provisions of subparagraph (1) of this Bye-law may be filled by the Members at
the meeting at which such Director is removed and, in the absence of such
election or appointment, the Board may fill the vacancy in accordance with
Bye-law 13.

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13. VACANCIES ON THE BOARD

(1) Subject to any requirements of these Bye-laws with respect to the
filling of vacancies among additional Directors elected by a class or classes of
shares, if the office of any Director becomes vacant, the remaining Directors
may, by a majority vote, elect a successor who shall hold office until the next
succeeding annual general meeting of the Members and until his or her successor
shall have been elected and qualified.

(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
pursuant to Bye-law 15, 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 or her 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.

14. NOTICE OF MEETINGS OF THE BOARD

(1) Notice of a regular 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 mail, courier
service, cable, telex, telecopier, facsimile, printing, computer generated email
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 at least two days before the proposed date of the
meeting, but a failure of the Secretary to send such notice shall not invalidate
any proceedings of the Board at such meeting.

(2) Notice of a special meeting of the Board shall be deemed to be duly
given to a Director if it is sent to such Director by mail at least two days
before the proposed date of the meeting, or given to such Director verbally in
person or by telephone or otherwise communicated or sent to such Director by
mail, courier service, cable, telex, telecopier facsimile, printing, computer
generated email 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 at least one day before
the proposed date of the meeting, but such notice may be waived by any Director.
At any special meeting at which every Director shall be present, even without
notice, any business may be transacted.

15. QUORUM AT MEETINGS OF THE BOARD

The quorum necessary for the transaction of business at all meetings of the
Board shall be a majority of the Directors then in office. If at any meeting of
the Board there be less than a quorum present, a majority of those present or
any Director solely present may adjourn the meeting from time to time without
further notice.

16. MEETINGS OF THE BOARD

(1) Regular meetings of the Board shall be held at such times and intervals
as the Board may from time to time determine.

(2) Special meetings of the Board shall be held on the requisition of the
Chairman, if one is appointed, the Deputy Chairman, if one is appointed, the
President, or by 33 1/3% of the Directors then in office.

(3) 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

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other simultaneously and instantaneously, and participation in such a meeting
shall constitute presence in person at such meeting.

(4) Unless a greater number is expressly required by law or these Bye-laws,
the affirmative votes of a majority of the votes cast by the Directors present
at a meeting at which a quorum is in attendance shall be the act of the Board or
a committee thereof, as appropriate. At any time that these Bye-laws provide
that Directors elected by the holders of a class or series of shares shall have
more or less than one vote per Director on any matter, every reference in these
Bye-laws to a majority or other proportion of Directors shall refer to a
majority or other proportion of the votes of such Directors.

17. UNANIMOUS WRITTEN RESOLUTIONS OF DIRECTORS

A resolution in writing signed by all the Directors then in office, which
may be in counterparts, shall be as valid as if it had been passed at a meeting
of the Board duly called and constituted, such resolution to be effective on the
date on which the last Director signs the resolution.

18. CONTRACTS AND DISCLOSURE OF DIRECTORS' INTERESTS

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

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

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

19. REMUNERATION OF DIRECTORS

The remuneration (if any) of the Directors shall be determined by the Board
from time to time. The Directors may also be paid all travel, hotel and other
expenses properly incurred by them in attending and returning from meetings of
the Board, any committee appointed by the Board, general meetings of the
Company, or in connection with the business of the Company or their duties as
Directors generally; provided that nothing contained herein shall be construed
to preclude any Director from serving the Company in any other capacity or
receiving compensation therefor.

OFFICERS

20. 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, such additional Vice Presidents
or Deputy Chairmen as the Board may from time to time determine, a Secretary and
such additional Officers, including a Chief Executive Officer, 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. A person may hold any number of offices
simultaneously; provided that the same person may not hold the offices of
President and Vice President, or Chairman and Deputy Chairman, simultaneously.

21. APPOINTMENT AND AUTHORITY OF OFFICERS

(1) The Board shall, as soon as possible after the statutory meeting of
Members and after each annual general meeting, appoint a President and a Vice
President or a Chairman and a Deputy Chairman who shall be Directors. Any
vacancy arising in the position of President or Chairman shall be filled by the
Board at such

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time and in such manner as the Board shall determine. Such Vice President or
Deputy Chairman shall have such duties and responsibilities as provided in these
Bye-laws or as may be determined by the Board from time to time.

(2) The Secretary and additional Officers, if any, shall be appointed by
the Board from time to time. The Chief Executive Officer shall have the
authority to appoint and remove assistant officers (who shall not be deemed to
be Officers for the purposes of these Bye-laws) with such authority as the Chief
Executive Officer shall deem appropriate.

22. 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.

23. CHAIRMAN OF MEETINGS

Unless otherwise agreed by a majority of those attending and entitled to
attend and vote thereat, the Chairman, if one is appointed, or, in the absence
of a Chairman, the Deputy Chairman, if one is appointed, or, in the absence of
the Deputy Chairman, the President, shall act as chairman at any general
meeting, or in the absence of any of the foregoing Officers, a chairman shall be
appointed or elected by those present at the meeting and entitled to vote.

24. REGISTER OF DIRECTORS AND OFFICERS

The Board shall cause to be kept in one or more books at the registered
office of the Company a Register of Directors and Officers and shall enter
therein the particulars required by the Act.

MINUTES

25. OBLIGATIONS OF BOARD TO KEEP MINUTES

(1) 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 and meetings of committees appointed by the
Board.

(2) Minutes prepared in accordance with the Act and these Bye-laws shall be
kept by the Secretary at the registered office of the Company.

INDEMNITY

26. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

(1) The Company shall indemnify any person who was, is or is threatened to
be made a party to a Proceeding (as hereinafter defined) by reason of the fact
that he or she (a) is or was a Director or Officer of the Company or (b) while a
Director or Officer of the Company, is or was serving at the request of the
Company as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic
corporation, general or limited partnership, firm, association, trust, estate,
company (including a limited liability company) or any other entity or
organisation or employee benefit plan or other enterprise, to the fullest extent
permitted under Bermuda law, as the same exists or may hereafter be amended.
Such right shall be a contract right and as such shall run to the benefit of any
Director or Officer who is elected and accepts the position of Director or
Officer of the Company or elects to continue to serve as

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a Director or Officer of the Company while this Bye-law is in effect. Any repeal
or amendment of this Bye-law shall be prospective only and shall not limit the
rights of any such Director or Officer or the obligations of the Company with
respect to any claim arising from or related to the services of such Director or
Officer in any of the foregoing capacities prior to any such repeal or amendment
to this Bye-law. Such right shall include the right to be paid by the Company
expenses incurred in defending any such Proceeding in advance of its final
disposition to the maximum extent permitted under Bermuda law, as the same
exists or may hereafter be amended; provided that to the extent required by law,
such payment of expenses in advance of the final disposition of the Proceeding
shall be made only upon receipt of an undertaking by the person to repay all
amounts advanced if it should be ultimately determined that the Director or
Officer is not entitled to be indemnified under this Bye-law or otherwise. If a
claim for indemnification or advancement of expenses hereunder is not paid in
full by the Company within 60 days after a written claim has been received by
the Company, the claimant may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim, and if successful in whole or
in part, the claimant shall also be entitled to be paid the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under
Bermuda law, but the burden of proving such defense shall be on the Company.
Neither the failure of the Company (including the Board or any committee
thereof, independent legal counsel or Members) to have made its determination
prior to the commencement of such action that indemnification of, or advancement
of costs of defense to, the claimant is permissible in the circumstances nor an
actual determination by the Company (including the Board or any committee
thereof, independent legal counsel or Members) that such indemnification or
advancement is not permissible shall be a defense to the action or create a
presumption that such indemnification or advancement is not permissible. In the
event of the death of any person having a right of indemnification under the
foregoing provisions, such right shall inure to the benefit of his or her heirs,
executors, administrators and personal representatives.

Except as otherwise provided in this subparagraph (1), the Company shall be
required to indemnify a Director or Officer in connection with a Proceeding (or
part thereof) commenced by such person only if the commencement of such
Proceeding (or part thereof) by the person was authorised by the Board.

(2) The Company may additionally indemnify any employee or agent of the
Company to the fullest extent permitted by law.

(3) The rights conferred on any person indemnified by this Bye-law shall
not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Memorandum of Association of the
Company, these Bye-laws, agreement, vote of the Members or disinterested
Directors or otherwise.

(4) The Company's obligation, if any, to indemnify or to advance expenses
to any person indemnified who was or is serving at its request as a Director or
Officer or otherwise of another person described in subparagraph (1) shall be
reduced by any amount such person may collect as indemnification or advancement
of expenses from such other person.

(5) This Bye-law shall not limit the right of the Company, to the extent
and in the manner permitted by law, to indemnify and to advance expenses to
persons other than persons authorised for indemnification under this Bye-law
when and as authorised by appropriate corporate action.

(6) The indemnity provided by this Bye-law 26 shall not extend to any
matter in respect of any fraud or dishonesty which may attach to any of said
persons.

(7) "Proceeding," for purposes of this Bye-law 26, means any threatened,
pending or completed action, suit, claim or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, any appeal in such an action,
suit, claim or proceeding, and any inquiry or investigation that could lead to
such an action, suit, claim or proceeding.

(8) Each Member agrees to exempt a Director or Officer from 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

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action in the performance of his or her 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.

MEETINGS

27. ANNUAL GENERAL MEETING

(1) The annual general meeting of the Company shall be held in each year
other than the year of organisation at such time and place as 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.

(2) At any annual general meeting only such business shall be conducted as
shall have been brought before the meeting (a) by or at the direction of the
Board or (b) by any Member entitled to vote at such meeting who complies with
the procedures set forth in this Bye-law. Any Member entitled to vote at such
meeting may propose business to be included in the agenda of such meeting only
if written notice of such Member's intent is given to the Secretary of the
Company, either by personal delivery or mail or by facsimile, not later than 90
days in advance of the anniversary of the immediately preceding annual general
meeting or if the date of the annual general meeting of Members occurs more than
30 days before or 60 days after the anniversary of such immediately preceding
annual meeting, not later than the close of business on the seventh day
following the date on which notice of such meeting is given to Members. A
Member's notice to the Secretary shall set forth in writing as to each matter
such Member proposes to bring before the annual general meeting (a) a brief
description of the business desired to be brought before the annual general
meeting and the reasons for conducting such business at the annual general
meeting, (b) the name and address, as they appear on the Company's books, of the
Members proposing such business, (c) the class and number of shares of the
Company which are beneficially owned by the Member and (d) any material interest
of the Member in such business. Notwithstanding anything in these Bye-laws to
the contrary, no business shall be conducted at an annual general meeting except
in accordance with the procedures set forth in this subparagraph. The Officer of
the Company or other person presiding at the annual general meeting shall, if
the facts so warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
subparagraph, and, if such Officer or other person should so determine, he or
she shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

28. SPECIAL GENERAL MEETINGS

The Chairman, if one is appointed, the President or the Board by vote of a
majority of the Board may convene a special general meeting of the Company
whenever in its judgement such a meeting is necessary, upon not less than five
days' notice which shall state the date, time, place and the nature of the
business to be considered at the meeting. Special general meetings may be held
at such place as may from time to time be designated by the Board and stated in
the notice of the meeting. In any special general meeting of the Company only
such business shall be conducted as is set forth in the notice thereof.

29. 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.

30. 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 capital of the Company as at the date of the
deposit carries the right to vote in 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; provided

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that for any question proposed for consideration at any such special general
meeting to be approved shall require the affirmative vote of the holders of not
less than 66 2/3% of the shares entitled to vote thereon.

31. 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) 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.

32. 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
Bye-law 30 of 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.

33. QUORUM FOR GENERAL MEETING

(1) In any general meeting of the Company, except as otherwise expressly
required by the Act or by these Bye-laws, two or more persons present in person
and representing in person or by proxy a majority of the shares then in issue
entitled to vote at any 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 in any general meeting of the Company held during such time. If the
holders of the number of shares necessary to constitute a quorum shall fail to
attend in person or by proxy at the time and place fixed by these Bye-laws for
an annual general meeting, a majority in interest of the Members present, in
person or by proxy, may adjourn from time to time without notice other than
announcement at the meeting until the holders of the amount of shares requisite
to constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

(2) Whenever the holders of any class or series of shares are entitled to
vote separately on a specified item of business, the presence in person or by
proxy of the holders of record of the shares of such class or series entitled to
cast a majority of the votes thereon shall constitute a quorum for the
transaction of such specified item of business.

34. ADJOURNMENT OF MEETINGS

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

35. ATTENDANCE AT MEETINGS

Members may participate in any general meeting by means of such telephone,
electronic or other communication facilities as permit all persons participating
in the meeting to communicate with each other simultaneously and
instantaneously, and participation in such a meeting shall constitute presence
in person at such meeting.

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36. UNANIMOUS WRITTEN RESOLUTIONS OF MEMBERS

(1) Subject to subparagraph (6), any action 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 a general or special 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 or her term of office under these Bye-laws.

37. ATTENDANCE OF DIRECTORS

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

38. PRESIDING OFFICER AT MEETINGS

At all meetings of Members, unless otherwise determined by the Board, the
Chairman, if one is appointed, or, in the absence of a Chairman, the Deputy
Chairman, if one is appointed, or, in the absence of the Deputy Chairman, the
President, shall preside and the Secretary shall act as secretary of the
meeting.

39. VOTING AT MEETINGS

Except as otherwise expressly required by the Act or these Bye-laws, any
question proposed for the consideration of the Members at any general meeting at
which a quorum is in attendance shall be decided by the affirmative vote of a
majority of the votes cast by ballot by the Members in person or by proxy
appointed by instrument in writing subscribed by such Member or by his or her
duly authorised attorney and delivered to the chairman of the meeting. Without
limiting the generality of the foregoing, any matter which relates to the
amalgamation, merger or consolidation of the Company with another entity or the
sale, lease or exchange of all or substantially all of the assets of the Company
shall, except as otherwise expressly provided in these Bye-laws, require the
affirmative vote of a majority of the votes cast in order to be approved. In the
case of an equality of votes the resolution shall fail. Directors shall be
elected as set forth in Bye-law 10.

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40. 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.

41. INSTRUMENT OF PROXY

The instrument appointing a proxy shall be in writing in the form as may be
prescribed by the Board from time to time, under the hand of the appointor or of
the appointor's attorney duly authorised in writing, or if the appointor is a
corporation, either under its seal, or under the hand of a duly authorised
officer or attorney. The decision of the chairman of any general meeting as to
the validity of any instrument of proxy shall be final.

42. REPRESENTATION OF CORPORATIONS AT MEETINGS

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

SHARE CAPITAL AND SHARES

43. AUTHORISED SHARE CAPITAL

(1) The authorised share capital of the Company is US$1,175,010,000,
consisting of (1) 1,175,000,000 common shares of the par value of US$1.00 per
share, which common shares consist of (a) 600,000,000 Class A common shares
("Class A Common Shares") and 575,000,000 Class B common shares ("Class B Common
Shares"), and (2) 10,000,000 preference shares of the par value of US$0.001 per
share ("Preference Shares"), with any series of Preference Shares being
designated from time to time pursuant to subparagraph (4) of this Bye-law.

(2) Subject to these Bye-laws, the holders of Class A Common Shares shall:

(a) subject to Bye-law 43(3)(b), be entitled to such dividends as the
Board may, in its discretion, from time to time declare and pay out of
funds legally available for the payment of dividends;

(b) in the event of a liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary or for the purpose of a
reorganisation or otherwise or upon any distribution of capital, after
payment in full has been made to the holders of the Preference Shares of
the amounts to which they are respectively entitled or sufficient sums have
been set apart for the payment thereof, be entitled to receive ratably any
and all surplus assets remaining to be paid or distributed;

(c) subject to any required Preference Share class votes, be entitled
to one vote per Class A Common Share held by them and shall vote together
as a single class on all matters submitted to a vote of the Members with
the holders of (i) Preference Shares (but only to the extent the holders of
Preference Shares shall be entitled to vote with respect to the applicable
series of Preference Shares or under the Act) and (ii) Class B Common
Shares (but only to the extent the holders of Class B Common Shares shall
be entitled to vote under the Act);

(d) generally be entitled to enjoy all of the rights attaching to
Class A Common Shares; and

(e) not be entitled to any preemptive or preferential rights to
subscribe for or purchase any shares of any class or series of shares of
the Company, now or hereafter authorised, or any series convertible into,
or warrants or other evidences of optional rights to purchase or subscribe
for, shares of any class or series of the Company, now or hereafter
authorised.

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(3) Subject to these Bye-laws, the holders of Class B Common Shares shall
have all of the rights of the holders of Class A Common Shares, except that:

(a) the holders of Class B Common Shares shall not be entitled to
vote, except as to matters for which the Act specifically requires voting
rights for otherwise nonvoting shares;

(b) if a dividend or other distribution in cash, shares or other
property is declared or paid on Class A Common Shares, a like dividend or
other distribution in kind and amount shall also be declared and paid on
Class B Common Shares;

(c) the holders of Class B Common Shares shall have the right to
convert their shares into Class A Common Shares on a one-for-one basis in
the following circumstances:

(i) to satisfy the obligations of the Company or its subsidiaries
or affiliated companies to issue Class A Common Shares with regard to
the exercise of share options, grants or purchases of shares pursuant to
share incentive plans, employee share purchase plans, dividend
reinvestment plans or other stock-based compensation, retirement or
deferred compensation plans sponsored by the Company or its subsidiaries
or affiliated companies; or

(ii) as consideration for any acquisition of stock or assets of a
third party;

(d) in the event of the transfer of Class B Common Shares to any
person other than a wholly-owned, direct or indirect, subsidiary of the
Company, Class B Common Shares so transferred shall automatically be
converted into Class A Common Shares on a one-for-one basis, subject to
adjustment for share divisions or other recapitalization events; and

(e) the holders of Class B Common Shares shall have the right upon
written notice to require the Company, subject to Section 42A of the Act,
to purchase for cash the number of Class B Common Shares stated in such
notice at the fair market value per Class A Common Share on the date of
such notice. Any such purchase shall be settled within 180 calendar days of
the day such notice is given and shall include simple interest from the
date of the notice to but not including the payment date at a rate equal to
the prime rate charged by the Chase Manhattan Bank or its successor. For
purposes of this paragraph, the fair market value per Class A Common Share,
as of any date, means the average of the high and low sales prices of a
Class A Common Share as reported on the New York Stock Exchange composite
tape on the applicable date, or if no sales of Class A Common Shares were
made on the New York Stock Exchange on that date, the average of the high
and low prices as reported on the composite tape for the most recent
preceding day on which sales of Class A Common Shares were made. No
dividends shall be declared on any Class B Common Shares for which notice
has been given under this paragraph.

(4) The Board is empowered to cause the Preference Shares to be issued from
time to time as shares of one or more series of Preference Shares, and in the
resolution or resolutions providing for the issue of shares of each particular
series, before issuance, the Board is expressly authorised to fix:

(a) the distinctive designation of such series and the number of
shares which shall constitute such series, which number may be increased
(except as otherwise provided by the Board in creating such series) or
decreased (but not below the number of shares thereof then in issue) from
time to time by resolution of the Board;

(b) the rate of dividends payable on shares of such series, whether or
not and upon what conditions dividends on shares of such series shall be
cumulative and, if cumulative, the date or dates from which dividends shall
accumulate;

(c) the terms, if any, on which shares of such series may be redeemed,
including without limitation, the redemption price or prices for such
series, which may consist of a redemption price or scale of redemption
prices applicable only to redemption in connection with a sinking fund
(which term as used herein shall include any fund or requirement for the
periodic purchase or redemption of shares), and the same or a different
redemption price or scale of redemption prices applicable to any other
redemption;

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(d) the terms and amount of any sinking fund provided for the purchase
or redemption of shares of such series;

(e) the amount or amounts which shall be paid to the holders of shares
of such series in case of liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary;

(f) the terms, if any, upon which the holders of shares of such series
may convert shares thereof into shares of any other class or classes or of
any one or more series of the same class or of another class or classes;

(g) the voting rights, full or limited, if any, of the shares of such
series; and whether or not and under what conditions the shares of such
series (alone or together with the shares of one or more other series
having similar provisions) shall be entitled to vote separately as a single
class, for the election of one or more additional Directors of the Company
in case of dividend arrearages or other specified events, or upon other
matters;

(h) whether or not the holders of shares of such series, as such,
shall have any preemptive or preferential rights to subscribe for or
purchase shares of any class or series of shares of the Company, now or
hereafter authorised, or any securities convertible into, or warrants or
other evidences of optional rights to purchase or subscribe for, shares of
any class or series of the Company, now or hereafter authorised;

(i) whether or not the issuance of additional shares of such series,
or of any shares of any other series, shall be subject to restrictions as
to issuance, or as to the preferences, rights and qualifications of any
such other series; and

(j) such other rights, preferences and limitations as may be permitted
to be fixed by the Board of the Company under the laws of Bermuda as in
effect at the time of the creation of such series.

(5) Subject to these Bye-laws and except to the extent otherwise provided
for in a series of Preference Shares in its designation, the Preference Shares
shall be of equal rank and be identical in all respects. The Board is authorised
to change the designations, rights, preferences and limitations of any series of
Preference Shares theretofore established, no shares of which have been issued.

44. POWER TO ISSUE SHARES

(1) Subject to these Bye-laws and without prejudice to any special rights
previously conferred on the holders of any existing shares or class of shares,
the Board shall have the power to issue any unissued shares of the Company on
such terms and conditions as it may determine and any shares or class of shares
may be issued with such preferred, deferred or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital or
otherwise as the Board may from time to time prescribe.

(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) Unless otherwise permitted by law, 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.

45. 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 and except
as otherwise expressly set forth in these Bye-laws, any Preference Shares may be
issued or converted into 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
Company before the issue or conversion may by resolution of the Members
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 75% of the
shares then in

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<PAGE>

issue of that class or with the sanction of a resolution passed by a majority of
the votes cast in 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) The Company may from time to time purchase its own shares in accordance
with the provisions of Section 42A of the Act.

46. 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 direct deposit to the bank account designated by the
Member for such purpose and 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.

47. DEATH OF A JOINT HOLDER

Where two or more persons are registered as joint holders of a share or
shares then in the event of the death of any joint holder or holders the
remaining joint holder or holders shall be absolutely entitled to the said share
or shares and the Company shall, subject to Bye-law 58, recognise no claim in
respect of the estate of any joint holder except in the case of the last
survivor of such joint holders.

48. CERTIFICATED OR UNCERTIFICATED SHARES

(1) The shares of the Company may be issued in certificated or
uncertificated form. The Board shall have power and authority to make such rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of such certificated or uncertificated shares of the Company.

(2) Promptly after uncertificated shares have been registered as issued,
the Company or its transfer agent shall send to the registered owner thereof a
written statement containing a description of the issue of which such shares are
a part, the number of shares registered, the date of registration and such other
information as may be required or appropriate.

REGISTER OF MEMBERS

49. CONTENTS OF REGISTER OF MEMBERS

(1) The Board shall cause to be kept in one or more books a Register of its
Members and shall enter therein the particulars required by the Act which are as
follows:

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

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<PAGE>

(b) the date on which each person was entered in the Register as a
Member; and

(c) the date on which any person ceased to be a Member.

(2) Subject to the Act, the Company may keep an overseas or local or other
branch register of Members resident in any place, and the Board may make and
vary such regulations as it determines in respect of the keeping of any such
register and maintaining a registration office in connection therewith.

50. INSPECTION OF REGISTER OF MEMBERS

The Register of Members and, if applicable, any branch register of Members
shall be open to inspection at the registered office of the Company and, if
applicable, any registration office, 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 and, if
applicable, any branch 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.

51. TRANSACTIONS WITH INTERESTED MEMBERS

(1) The Company may not engage, at any time, in any Business Combination
with any Interested Member unless the Business Combination receives the
affirmative vote of the holders of 80% of the shares then in issue of all
classes of shares of the Company entitled to vote, considered for the purposes
of this provision as one class.

(2) Interested Member status of a Member is determined as of the date of
any action taken by the Board with respect to such transaction or as of any
record date for the determination of Members entitled to notice and to vote with
respect thereto or immediately prior to the consummation of such transaction.
Any determination made in good faith by the Board, on the basis of information
at the time available to it, as to whether any person is an Interested Member,
shall be conclusive and binding for all purposes of these Bye-laws.

(3) The provisions of subparagraph (1) of this Bye-law shall not apply to
(a) any Business Combination with an Interested Member that has been approved by
the Board or (b) any agreement for the amalgamation, merger or consolidation of
any subsidiary of the Company with the Company or with another subsidiary of the
Company if (i) the provisions of this subparagraph shall not be changed or
otherwise affected by or by virtue of the amalgamation, merger or consolidation
and (ii) the holders of greater than 50% of the voting power of the Company or
the subsidiary, as appropriate, immediately prior to the amalgamation, merger or
consolidation continue to hold greater than 50% of the voting power of the
amalgamated company immediately following the amalgamation, merger or
consolidation.

52. RECORD DATES

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

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

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

53. SCRUTINEERS

(1) One or more scrutineers may be appointed by the Board to act at any
meeting of Members, or, if the Board fails to act, the chairman of the meeting
may appoint a scrutineer or scrutineers. A scrutineer may or may not be a
Member, but shall not be a candidate for the office of Director.

(2) The scrutineer or scrutineers shall determine the number of shares then
in issue and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in

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connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all Members.

(3) Each scrutineer, before entering upon the discharge of the duties
described in Bye-law 53(2), shall be sworn faithfully to execute the duties of a
scrutineer at such meeting with strict impartiality, and according to the best
of such person's ability.

TRANSFER OF SHARES

54. INSTRUMENT OF TRANSFER

An instrument of transfer shall be in the form as may be prescribed by the
Board from time to time. 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.

55. RESTRICTION ON TRANSFER

(1) The Board shall refuse to register the transfer of a share unless such
transfer is in accordance with the Bye-laws and all applicable consents,
authorisations and permissions of any governmental body or agency in Bermuda
have been obtained.

(2) If the Board refuses to register a transfer of any share, the Secretary
shall, within three months after the date on which the transfer was lodged with
the Company, send to the transferor and transferee notice of the refusal.

56. 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

57. 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 (as set forth in
Bye-law 58), shall be the only persons recognised by the Company as having any
title to the deceased Member's interest in the shares. 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 authorized to deal with the shares of a deceased Member.

58. 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
Company 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 as may be prescribed by the Board. On the presentation thereof to the
Company, accompanied by such evidence as the Company may require to prove the
title of the transferor, the transferee shall be registered as a Member but the
Company 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.

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59. DIVIDEND ENTITLEMENT OF TRANSFEREE

A person becoming entitled to a share by reason of the death or bankruptcy
or winding-up of a Member shall be entitled to the same dividends and other
advantages to which he or she would be entitled if he or she were the registered
holder of the share. However, the Company may determine to withhold the payment
of any dividend payable or other advantages in respect of such share until such
person shall become the registered holder of the share or shall have effectually
transferred such share, but, subject to the requirements of these Bye-laws being
met, such a person may vote at meetings.

DIVIDENDS AND OTHER DISTRIBUTIONS

60. 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 or the class or series 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.

CAPITALISATION

61. ISSUE OF BONUS SHARES

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

ACCOUNTS AND FINANCIAL STATEMENTS

62. RECORDS OF ACCOUNT

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

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

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

(c) the assets and liabilities of the Company.

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

63. FISCAL YEAR

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

64. 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.

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AUDIT

65. APPOINTMENT OF AUDITOR

Subject to Section 88 of the Act, in the annual general meeting or in 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.

66. REMUNERATION OF AUDITOR

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

67. 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
shall, as soon as practicable, convene a special general meeting to fill the
vacancy thereby created.

68. 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.

69. 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 pursuant to Bye-law 64.

(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.

NOTICES

70. NOTICES TO MEMBERS OF THE COMPANY

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

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SEAL OF THE COMPANY

71. THE SEAL

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

72. 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 any person appointed by the Board for the purpose; provided that any
Director, Officer or Resident Representative, may affix the seal of the Company
attested by such Director, Officer or Resident Representative's signature to any
authenticated copies of these Bye-laws, the organisation documents of the
Company, the minutes of any meetings or any other documents required to be
authenticated by such Director, Officer or Resident Representative.

WINDING-UP

73. 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

74. 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.

* * * * * *

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

INGERSOLL-RAND COMPANY

Article Seventh of the restated certificate of incorporation, as amended,
of Ingersoll-Rand Company ("IR-New Jersey") provides that, to the fullest extent
permitted by the laws of the State of New Jersey, directors and officers of
IR-New Jersey shall not be personally liable to IR-New Jersey or its
shareholders for damages for breach of any duty owed to IR-New Jersey or its
shareholders, except that no such director or officer shall be relieved from
liability for any breach of duty based upon an act or omission (i) in breach of
such person's duty of loyalty to IR-New Jersey or its shareholders, (ii) not in
good faith or involving a knowing violation of law or (iii) resulting in receipt
by such person of an improper personal benefit.

Article Seventh also provides that each person who was or is made a party
or is threatened to be made a party to or is involved in any pending, threatened
or completed civil, criminal, administrative or arbitrative action, suit or
proceeding, by reason of his or her being or having been a director or officer
of IR-New Jersey, or by reason of his or her being or having been a director,
officer, trustee, employee or agent of any other corporation or of any
partnership, joint venture, employee benefit plan or other entity or enterprise,
serving as such at the request of IR-New Jersey, shall be indemnified and held
harmless by IR-New Jersey to the fullest extent permitted by the New Jersey
Business Corporation Act (the "NJBCA"), from and against all reasonable costs,
disbursements and attorney's fees, and all amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties, incurred or
suffered in connection with any such proceeding, and such indemnification shall
continue as to a person who has ceased to be a director, officer, trustee,
employee or agent and shall inure to the benefit of his or her heirs, executors,
administrators and assigns; provided, however, that there shall be no
indemnification with respect to any settlement of any proceeding unless IR-New
Jersey has given its prior consent to such settlement or disposition. This right
to indemnification includes the right to be paid by IR-New Jersey the expenses
incurred in connection with any proceeding in advance of the final disposition
of such proceeding as authorized by the Board of Directors; provided, however,
that, if the NJBCA so requires, the payment of such expenses shall be made only
upon receipt by IR-New Jersey of an undertaking to repay all amounts so advanced
unless it shall ultimately be determined that such director or officer is
entitled to be indemnified.

Article Seventh also provides that the right to indemnification thereunder
is a contract right and gives claimants certain rights with respect to claims
for indemnification not paid by IR-New Jersey after 30 days following a written
request. Finally, Article Seventh provides that the right to indemnification and
advancement of expenses provided thereby shall not exclude or be exclusive of
any other rights to which any person may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders or otherwise.

Sections 1 and 2 of Article IX of IR-New Jersey's by-laws also provide
directors and officers with certain rights to indemnity that are substantially
similar to the foregoing provisions of Article Seventh.


Section 14A3-5 of the NJBCA provides that no indemnification shall be
made if such person shall have been adjudged liable for negligence or misconduct
unless the court in which such proceeding was brought determines upon
application that the defendant, officers or directors are fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
In any case, a corporation must indemnify an officer or director against
expenses (including attorneys' fees) to the extent that he or she has been
successful on the merits or otherwise or in defense of any claim or issue.


IR-New Jersey has a liability insurance policy in effect that covers
certain claims against any officer or director of IR-New Jersey by reason of
certain breaches of duty, neglect, errors or omissions committed by such person
in his or her capacity as an officer or director.

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INGERSOLL-RAND COMPANY LIMITED

Section 98 of the Companies Act 1981 of Bermuda (the "Companies Act")
provides generally that a Bermuda company may indemnify its directors and
officers against any liability that by virtue of Bermuda law otherwise would be
imposed on them, except in cases where such liability arises from fraud or
dishonesty of which such director or officer may be guilty in relation to the
company. Section 98 further provides that a Bermuda company may indemnify its
directors and officers against any liability incurred by them in defending any
proceedings, whether civil or criminal, in which a judgment is awarded in their
favor or they are acquitted or in which they are acquitted or granted relief by
the Supreme Court of Bermuda in certain proceedings arising under Section 281 of
the Companies Act.

Ingersoll-Rand Company Limited ("IR-Limited") has adopted provisions in its
Amended and Restated Bye-laws, similar to those of IR-New Jersey described
above, which provide that IR-Limited shall indemnify its officers and directors
to the maximum extent permitted under Bermuda law.

IR-Limited will also obtain liability insurance similar to that of IR-New
Jersey described above.