AMENDED AND RESTATED

                                    BYE-LAWS

 

                                       OF

 

                             NABORS INDUSTRIES LTD.

                                (THE "COMPANY")

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

 

                                 INTERPRETATION

 

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

 

     "Applicable Law" means all applicable laws, regulations or rules of any

statutory or non-statutory body, whether foreign or domestic, governing the

Company, the securities of the Company or the issue of, or the trading therein,

including the Companies Acts;

 

     "Bermuda" means the Islands of Bermuda;

 

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

 

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

time amended;

 

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

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

or served, and the day for which it is given or on which it is to take effect;

 

     "Companies Acts" means every Bermuda statute, regulation and order from

time to time in force concerning companies insofar as the same apply to the

Company;

 

     "Company" means Nabors Industries Ltd., an exempted company incorporated in

Bermuda with registration number 31431;

 

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

 

     "Officer" means a Director, Secretary, or other officer of the Company

appointed pursuant to these Bye-laws, but does not include any person holding

the office of auditor in relation to the Company;

 

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

 

     "Person Entitled by Transmission" means a person whose entitlement to a

Share in consequence of the death or bankruptcy of a Shareholder or of any other

event giving rise to its transmission by operation of law has been noted in the

Register pursuant to Bye-law 68.1;

 

     "Register" means the register of Shareholders of the Company and includes

any branch register;

 

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

Company;

 

     "Resident Representative" means the person or, if permitted by the

Companies Acts, the company appointed to perform the duties of resident

representative of the Company as set out in the Companies Acts (and includes any

assistant or deputy resident representative appointed by the Board);

 

     "Resolution" means a resolution of the Shareholders or, where required, of

a separate class or separate classes of Shareholders, adopted in general meeting

or passed in accordance with the provisions of these Bye-laws;

 

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

seal;

 

     "Secretary" means the Secretary of the Company or, if there are joint

Secretaries, any of the joint Secretaries and includes a deputy or assistant

Secretary and any person appointed by the Board to perform any of the duties of

the Secretary;

 

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

 

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

 

     "Subsidiary" and "Holding Company" have the same meanings as in section 86

of the Companies Act 1981, except that references in that section to a company

shall include any body corporate or other legal entity, whether incorporated or

established in Bermuda or elsewhere; and

 

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

 

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

 

     (1) a company shall be deemed to be present in person at a meeting if its

representative, duly authorised pursuant to these Bye-laws, is present;

 

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

vice versa;

 

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

 

     (4) references to a company include any body corporate or other legal

entity, whether incorporated or established in Bermuda or elsewhere;

 

     (5) references to a person include any company, partnership or other body

of persons, whether corporate or not, any trust and any government, governmental

body or agency or public authority, whether of Bermuda or elsewhere;

 

     (6) references to writing include typewriting, printing, lithography,

photography, electronic mail and other modes of representing or reproducing

words in a legible and non-transitory form;

 

     (7) references to anything being done by electronic means includes its

being done by means of any electronic or other communications equipment or

facilities and references to any communication being delivered or received, or

being delivered or received at a particular place, include the transmission of

an electronic or similar communication, to a recipient identified in such manner

or by such means, as the Board may from time to time approve or prescribe,

either generally or for a particular purpose;

 

     (8) references to a signature or to anything being signed or executed

include such forms of electronic signature or other means of verifying the

authenticity of an electronic or similar communication as the Board may from

time to time approve or prescribe, either generally or for a particular purpose;

 

     (9) references to a dividend include a distribution paid in respect of

Shares to Shareholders out of contributed surplus or any other distributable

reserve;

 

     (10) any words or expressions defined in the Companies Acts, if not

otherwise defined in or given a particular meaning by these Bye-laws, have the

same meaning in these Bye-laws, except that the definition of "attorney" shall

not apply;

 

     (11) (a) powers of delegation shall not be restrictively construed but the

widest interpretation shall be given thereto; (b) the word "Board" in the

context of the exercise of any power contained in these Bye-laws includes any

committee consisting of one or more Directors and any local or divisional Board,

manager or agent of the Company to which or, as the case may be, to whom the

power in question has been delegated; (c) no power of delegation shall be

limited by the existence or, except where expressly provided by the terms of

delegation, the exercise of any other power of delegation; and (d) except where

expressly provided by the terms of delegation, the delegation of a power shall

not exclude the concurrent exercise of that power by any other body or person

who is for the time being authorised to exercise it under these Bye-laws or

under another delegation of the powers;

 

     (12) references to any statute or statutory provision (whether of Bermuda

or elsewhere) includes a reference to any modification or re-enactment of it for

the time being in force and to every rule, regulation or order made under it (or

under any such modification or re-enactment) and for the time being in force and

any reference to any rule, regulation or order made under any such statute or

statutory provision includes a reference to any modification or replacement of

such rule, regulation or order for the time being in force;

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     (13) references to Shares with the general right to vote at general

meetings of the Company are to those Shares (of any class or series) with the

right to vote, other than Shares which entitle the holders to vote only in

limited circumstances or upon the occurrence of a specified event or condition

(whether or not those circumstances have arisen or that event or condition has

occurred); and

 

     (14) reference to "days" in these Bye-laws when in relation to notice or

limitation periods, deemed delivery, adjournments or Record Dates shall mean

"Clear Days".

 

                               REGISTERED OFFICE

 

3. The Registered Office.  The Registered Office of the Company shall be at such

place within Bermuda as the Board may from time to time determine, but as at the

date of adoption of these Bye-laws and until a change is effected, such

Registered Office shall be at Cedar House, 41 Cedar Avenue, Hamilton, Bermuda HM

12. The Company may establish such other principal places of business as the

Board may determine from time to time.

 

                          SHARE CAPITAL, SHARE RIGHTS

 

4. Authorised Share Capital.  Subject to any special rights conferred on the

holders of any Share or class of Shares, any Share in the Company may be issued

with or have attached thereto such preference, deferred, qualified or other

special rights or such restrictions, whether in regard to dividend, voting,

return of capital or otherwise, as the Shareholders may by Resolution determine

or, if there has not been any such determination or so far as the same shall not

make specific provision, as the Board may determine. As at the date of adoption

of these Bye-laws, the authorised share capital of the Company is US$425,000

divided into 400,000,000 Common Shares par value US$0.001 per Share (the "Common

Shares") and 25,000,000 Preferred Shares par value US$0.001 per Share (the

"Preferred Shares").

 

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

 

          (a) be entitled to one vote for each Common Share held by such holder

     on the relevant record date on all matters submitted to a vote of the

     Shareholders;

 

          (b) be entitled to such dividends and other distributions in cash,

     Shares or property of the Company out of assets or funds of the Company

     legally available therefor, as the Board may from time to time declare; and

 

          (c) generally be entitled to enjoy all of the rights attaching to

     Shares under the Companies Acts.

 

     4.2 For the purposes of these Bye-laws, the rights attaching to any of the

Common Shares shall be deemed not to be altered by the allotment or issue by the

Company of other Shares ranking in priority for payment of dividends or with

respect to capital, or which confer on the holders voting rights more favourable

than those conferred on the Common Shares, and shall not otherwise be deemed to

be altered by the creation or issue of further Shares ranking pari passu with

such Shares, or by the purchase or redemption by the Company of any of its own

Shares.

 

     4.3 The Board is hereby expressly authorised to provide for the issuance of

all or any of the Preferred Shares in one or more classes or series, and to fix,

for each such class or series, the number of Shares which shall constitute such

class or series, full, limited or no voting power, designations, preferences,

special rights, qualifications, limitations and restrictions thereof, as shall

be stated and expressed in the resolution or resolutions adopted by the Board (a

copy of which shall be attached as an appendix to, but shall not form a part of,

these Bye-laws) providing for the issuance of such class or series, including,

without limitation, the authority to provide that any such class or series may

be: (a) subject to redemption at the option of the Company or the holders, or

both, at such time or times and at such price or prices; (b) entitled to receive

dividends (which may be cumulative or non-cumulative) at such rates, on such

conditions, and at such times, and payable in preference to, or in such relation

to, the dividends payable on any other class or classes or any other series; (c)

entitled to such rights upon the dissolution of, or upon any distribution of the

assets of, the

 

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<PAGE>

 

Company; or (d) convertible into, or exchangeable for, any other class or

classes of Shares, or of any other series of the same or any other class or

classes of Shares, of the Company at such price or prices or at such rates of

exchange and with such adjustments; all as may be stated in such resolution or

resolutions.

 

                             MODIFICATION OF RIGHTS

 

5. Share Rights May Be Altered.  Subject to the Companies Acts, all or any of

the special rights for the time being attached to any class of Shares issued

may, unless otherwise expressly provided in the rights attaching to or by the

terms of issue of the Shares of that class, from time to time (whether or not

the Company is being wound up) be altered or abrogated by a Resolution passed at

a separate general meeting of the holders of Shares of that class, voting in

person or by proxy and representing at least a majority of the issued Shares of

that class entitled to vote. To any such separate general meeting, all the

provisions of these Bye-laws as to general meetings of the Company shall apply,

except that every holder of Shares of the relevant class shall be entitled on a

poll to one vote for every such Share held by such holder and any holder of

Shares of the relevant class present in person or by proxy may demand a poll.

 

     5.1 For the purposes of this Bye-law, unless otherwise expressly provided

by the rights attached to any class of Shares, the rights attaching to any class

of Shares shall be deemed not to be altered by the allotment or issue by the

Company of other Shares ranking in priority of payment of dividends or with

respect to capital, or which confer on the holders voting rights more favourable

than those conferred on such class, and shall not otherwise be deemed to be

altered by the creation or issue of further Shares ranking pari passu with such

class, or by the purchase or redemption by the Company of any of its own Shares.

 

                                     SHARES

 

6. Shares at the Disposal of the Board.  Subject to the other provisions of

these Bye-laws, the unissued Shares of the Company (whether forming part of the

original Share capital or any increased capital) shall be at the disposal of the

Board, which may offer, allot, grant options, warrants or other rights over or

otherwise deal with or dispose of them to such persons, at such times and for

such consideration and generally on such terms and conditions as the Board may

from time to time determine. Shares may be issued in fractional denominations

and in such event the Company shall deal with such fractions to the same extent

as its whole Shares, so that a Share in a fractional denomination shall have, in

proportion to the fraction of a whole Share that it represents, all the rights

of a whole Share, including (but without limiting the generality of the

foregoing) the right to vote, to receive dividends and distributions and to

participate in a winding up.

 

7. Board May Pay Commissions.  The Board may, in connection with the issue of

any Shares, exercise all powers of paying commissions and brokerages conferred

or permitted by Applicable Law.

 

8. Board May Repurchase Shares.  Subject to the Companies Acts, the Company may

purchase its own Shares and the Board may (without the sanction of a Resolution)

authorise any exercise of the Company's power to purchase its own Shares,

whether in the market, by tender or by private agreement, at such prices

(whether at par or above or below par) and otherwise on such terms and

conditions as the Board may from time to time determine. The whole or any part

of the amount payable on any such purchase may be paid or satisfied otherwise

than in cash, to the extent permitted by the Companies Acts.

 

                              INCREASE OF CAPITAL

 

9. Shareholder Approval to Increase of Capital.  The Shareholders may from time

to time increase the Company's capital by such sum to be divided into Shares of

such par value as the Shareholders by Resolution shall prescribe.

 

10. No Pre-emptive Rights.  No holder of Shares of any class or other securities

of the Company shall as such holder have any pre-emptive right to purchase

Shares of any class or other securities of the Company or Shares or other

securities convertible into or exchangeable for or carrying rights or options to

purchase Shares of any class of the Company, whether such Shares or other

securities are now or hereafter authorised, which at

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any time may be proposed to be issued by the Company or subjected to rights or

options to purchase granted by the Company.

 

11. Shares Subject to Bye-laws.  All existing Shares and any new Shares shall be

subject to all the provisions of these Bye-laws.

 

                             ALTERATION OF CAPITAL

 

12. Shareholder Approval to Alteration of Capital.  The Shareholders may

(subject to Bye-law 12.1) from time to time by Resolution:

 

     (1) divide the Company's Shares into several classes and attach to them

respectively any preferential, deferred, qualified or special rights, privileges

or conditions;

 

     (2) consolidate and divide all or any of the Company's share capital into

Shares of larger par value than any of its existing Shares;

 

     (3) sub-divide the Company's Shares or any of them into Shares of smaller

par value than is fixed by its memorandum, provided, however, that in the

sub-division the proportion between the amount paid and the amount, if any,

unpaid on each reduced Share shall be the same as it was in the case of the

Share from which the reduced Share is derived;

 

     (4) make provision for the issue and allotment of Shares which do not carry

any voting rights;

 

     (5) cancel Shares which, at the date of the passing of the relevant

Resolution, have not been taken or agreed to be taken by any person, and

diminish the amount of the Company's authorised share capital by the amount of

the Shares so cancelled; and

 

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

 

     12.1 Where any disagreement arises in regard to any division, consolidation

or sub-division under this Bye-law 12, the Board may settle the same as it

thinks expedient and, in particular, may arrange for the sale of the Shares

representing fractions, and the distribution of the net proceeds of sale in due

proportion among the Shareholders who would have been entitled to the fractions,

except that any proceeds in respect of any holding which are less than a sum

fixed by the Board may be retained for the benefit of the Company. For the

purpose of any such sale, the Board may authorise some person to transfer the

Shares representing fractions to the purchaser, who shall not be bound to see to

the application of the purchase money, nor shall such purchaser's title to the

Shares be affected by any irregularity or invalidity in the proceedings relating

to the sale.

 

13. Conversion of Preferred Shares.  Subject to the Companies Acts and to any

confirmation or consent required by Applicable Law or these Bye-laws, the

Shareholders may from time to time by Resolution convert any Preferred Shares in

the Company (unless otherwise expressly provided by the rights attaching to or

by the terms of issue of the Preferred Shares in question) into redeemable

Preferred Shares.

 

                              REDUCTION OF CAPITAL

 

14. Shareholder Approval to Reduction of Capital.  Subject to the Companies Acts

and to any confirmation or consent required by Applicable Law or these Bye-laws,

the Shareholders may from time to time by Resolution authorise the reduction in

any manner of the Company's issued share capital (but not to a sum less than the

minimum share capital prescribed by its memorandum) or any share premium

account.

 

     14.1 In relation to any such reduction, the Shareholders may by Resolution

determine the terms upon which the reduction is to be effected, including, in

the case of a reduction of part only of a class of Shares, those Shares to be

affected.

 

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                            MEETINGS OF SHAREHOLDERS

 

15. Annual General Meeting.  The Annual General Meeting of Shareholders shall be

held in each calendar year on such date and at such time as shall be designated

from time to time by the Board and stated in the notice of the meeting, at which

meeting the Shareholders shall elect directors, appoint auditors and transact

such other business as may properly be brought before the meeting. All other

general meetings of the Shareholders called pursuant to the requirements of the

Companies Act or these Bye-laws shall be referred to as Special General

Meetings.

 

16. Special General Meetings.  Special General Meetings of the Shareholders, may

be called at any time for any purpose or purposes by the Board or as otherwise

provided for by Applicable Law, and shall be held at such place, and at such

hour as may be designated by the Board in the notice of the meeting; provided,

however, that the time so fixed shall permit the giving of notice as provided in

Bye-law 17, unless such notice is waived as provided by Applicable Law or by

these Bye-laws. Special General Meetings shall also be called and held in such

cases and in such manner as may be specifically required by the Companies Acts.

 

17. Notice of Meetings.  Written notice of each meeting of the Shareholders,

which shall state the place, date and hour of the meeting and, in the case of a

Special General Meeting or where otherwise required by Applicable Law, the

purpose or purposes for which it is called, shall be given, unless a different

period is required by Applicable Law, not less than ten (10) nor more than sixty

(60) days before the date of such meeting, by or at the direction of the person

calling the meeting, to each Shareholder entitled to vote at such meeting by

mail or by e-mail or any other electronic means at the Shareholder's address as

it appears on the Register of Shareholders or at any other address given in

writing by such Shareholder to the Company for such purpose. Notice of each

Annual or Special General Meeting shall also be given in the same manner as

described above to any Director or Resident Representative of the Company who

has delivered a written notice to the Company's registered office requiring that

such notice be sent to such person. Any notice given in the manner set forth in

this Bye-law 17 shall be deemed duly given and shall be deemed to have been

served five days after dispatch if sent by post or twenty-four (24) hours after

its dispatch by any other means. Except as otherwise provided by these Bye-laws

and the Companies Acts, no business other than that stated in the notice shall

be transacted at any meeting without the unanimous consent of all the

Shareholders entitled to vote thereat. When a meeting is adjourned to another

time or place, notice need not be given if the time and place thereof are

announced at the meeting at which the adjournment is taken. If the adjournment

is for more than thirty (30) days after the date of the original meeting, or if

after the adjournment a new record date is fixed for the adjourned meeting, a

notice of the adjourned meeting shall be given to each Shareholder of record

entitled to vote at the meeting. The accidental omission to give notice of a

meeting, or (in cases where instruments of proxy are sent out with the notice)

the accidental omission to send such instrument of proxy to, or the non-receipt

of notice of a meeting or such instrument of proxy by, any person entitled to

receive such notice shall not invalidate the proceedings at that meeting.

 

18. Nature of Business at Meetings of Shareholders.  Subject to the terms of

these Bye-laws and the Companies Acts, no business may be transacted at an

Annual General Meeting of the Shareholders, other than business that is either

(a) specified in the notice of meeting (or any supplement thereto) given by or

at the direction of the Board (or any duly authorized committee thereof), (b)

otherwise properly brought before the Annual General Meeting by or at the

direction of the Board (or any duly authorized committee thereof) or (c)

otherwise properly brought before the Annual General Meeting by any Shareholder

of the Company (i) who is a Shareholder of record on the date of the giving of

the notice provided for in this Bye-law 18 and on the record date for the

determination of Shareholders entitled to vote at such Annual General Meeting

and (ii) who complies with the notice procedures set forth in this Bye-law 18.

 

     18.1 In addition to any other applicable requirements, for business to be

properly brought before an Annual General Meeting by a Shareholder, such

Shareholder must have given timely notice thereof in proper written form to the

Secretary of the Company as provided below.

 

     18.2 With regard to an Annual General Meeting, to be timely, a

Shareholder's notice to the Secretary must be delivered to or mailed and

received at the Registered Office and the principal executive offices of the

Company as set forth in the Company's filings with the Securities and Exchange

Commission not less than

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sixty (60) days nor more than ninety (90) days prior to the anniversary date of

the immediately preceding Annual General Meeting of Shareholders; provided,

however, that in the event that the Annual General Meeting is called for a date

that is not within thirty (30) days before or after such anniversary date,

notice by the Shareholder in order to be timely must be so received not later

than the close of business on the tenth (10th) day following the day on which

such notice of the date of the Annual General Meeting was mailed or such public

disclosure of the date of the Annual General Meeting was made, whichever first

occurs.

 

     18.3 To be in proper written form, a Shareholder's notice to the Secretary

must set forth as to each matter such Shareholder proposes to bring before the

Annual General Meeting (i) a brief description of the business desired to be

brought before the Annual General Meeting and the reasons for conducting such

business at the Annual General Meeting, (ii) the name and record address of such

Shareholder, (iii) the class or series and number of Shares of the Company which

are owned beneficially or of record by such Shareholder, (iv) a description of

all arrangements or understandings between such Shareholder and any other person

or persons (including their names) in connection with the proposal of such

business by such Shareholder and any material interest of such Shareholder in

such business and (v) a representation that such Shareholder intends to appear

in person or by proxy at the Annual General Meeting to bring such business

before the meeting.

 

     18.4 No business shall be conducted at the Annual General Meeting of

Shareholders except business brought before the Annual General Meeting in

accordance with the procedures set forth in this Bye-law; provided, however,

that, once business has been properly brought before the Annual General Meeting

in accordance with such procedures, nothing in this Bye-law shall be deemed to

preclude discussion by any Shareholder of any such business. If the Chairman of

an Annual General Meeting determines that business was not properly brought

before the Annual General Meeting in accordance with the foregoing procedures,

the Chairman shall declare to the meeting that the business was not properly

brought before the meeting and such business shall not be transacted.

 

19. Quorum.  Except as otherwise required by Applicable Law, or these Bye-laws,

at all meetings of the Shareholders, the holders of a majority of the Shares

issued and outstanding and entitled to vote shall be present in person or

represented by proxy in order to constitute a quorum for the transaction of any

business. The Chairman or a majority vote of the Board or the affirmative vote

of the holders of a majority of the Shares present in person or represented by

proxy at the meeting and entitled to vote thereat, whether or not a quorum shall

be present, may adjourn the meeting from time to time, to a specified date or

place. At any such adjourned meeting at which a quorum may be present, the

Company may transact any business which might have been transacted at the

original meeting.

 

     19.1 As to any matter with respect to which a separate class vote is

required by the terms of the Companies Acts, the holders of a majority of the

Shares of such class which are then outstanding and entitled to vote shall be

present in person or represented by proxy in order to constitute a quorum for

the purpose of any separate vote required by such class.

 

     19.2 The absence from any meeting of the number of Shares required by

Applicable Law or these Bye-laws for action upon one matter shall not prevent

action at such meeting upon any other matter or matters which may properly come

before the meeting, if the number of Shares required in respect of such other

matters shall be present.

 

20. Organization.  At each meeting of the Shareholders, the Chairman of the

Board or, in his absence or inability to act, the most senior present Vice

Chairman or, in the absence or inability to act of any Vice Chairman, the

President or, in his absence or inability to act, a Vice President or, in his

absence or inability to act, any person as may be designated by the Board or, in

the absence of such designation, a chairman to be chosen at the meeting by the

majority of those Shareholders present in person or represented by proxy shall

act as chairman of the meeting. The Secretary or, in his absence or inability to

act, an Assistant Secretary, or in his absence or inability to act, any person

as may be designated from time to time by the Board shall act as secretary of

each meeting of Shareholders and keep the minutes thereof; if no such person is

present or has been chosen, the holders of record of a majority of Shares

present in person or represented by proxy and entitled to vote at the meeting

shall choose any person present to act as secretary of the meeting.

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21. Order of Business.  The order of business at all meetings of the

Shareholders shall be as determined by the chairman of the meeting.

 

22. Voting and Required Vote.  At each meeting of Shareholders, each Shareholder

shall be entitled to one vote for each Share held by such Shareholder except as

otherwise provided for by the rights attaching to such Share or these Bye-laws.

Except as may otherwise be provided for in these Bye-laws, and subject to

Applicable Law, at each meeting of Shareholders if there shall be a quorum, the

affirmative vote of the holders of a majority of Shares present in person or

represented by proxy and entitled to vote thereat, shall decide all matters

brought before such meeting.

 

23. Proxies.  Each Shareholder entitled to vote at any meeting of Shareholders

or to express consent or dissent to corporate action in writing without a

meeting may authorize another person or persons to act for him by proxy. Any

such proxy shall be delivered to the secretary of such meeting at or prior to

the time designated in the order of business for so delivering such proxies.

Each such proxy shall be in writing in any common form or in such other form as

the Board may approve and, executed by the Shareholder or his duly authorized

attorney-in-fact, but no such proxy shall be voted after three years from its

date unless such proxy provides for a longer period. A duly executed proxy shall

be irrevocable if it states that it is irrevocable and if, and only as long as,

it is coupled with an interest sufficient in law to support an irrevocable

power. A proxy may be made irrevocable regardless of whether the interest with

which it is coupled is an interest in the Share itself or an interest in the

Company generally.

 

     23.1 The appointment of a proxy in relation to a particular meeting shall,

unless the contrary is stated, be valid for any adjournment of the meeting and

the appointment of a proxy in relation to a particular meeting or adjourned

meeting shall unless the contrary is stated, be valid for any poll demanded at

the meeting or adjourned meeting.

 

     23.2 Subject to the Companies Act, the Board may also at its discretion

waive any of the provisions of these Bye-laws relating to the execution and

deposit of an instrument or other form of communication appointing or evidencing

the appointment of a proxy or any ancillary matter (including, without

limitation, any requirement for the production or delivery of any instrument or

other communication to any particular place or by any particular time or in any

particular way) and, in any case in which it considers it appropriate, may

accept such instrument or other form of communication evidencing the appointment

of a proxy or such verbal or other assurances as it thinks fit as to the right

of any person to attend and vote on behalf of any Shareholder at any general

meeting.

 

24. List of Shareholders.  A complete list of the Shareholders entitled to vote

at any meeting, arranged in alphabetical order, with the address of each, and

the number of Shares held by each, shall be prepared, or shall be caused to be

prepared, by the Secretary and shall be open to examination of any Shareholder,

for any purpose germane to the meeting, during ordinary business hours, for a

period of at least ten (10) days prior to the meeting, either at a place within

the city in which the meeting is to be held, which place shall be specified in

the notice of the meeting, or, if not so specified, at the place where the

meeting is to be held. The list shall also be produced and kept at the place of

the meeting during the whole time thereof, and may be inspected by any

Shareholder who is present. The Share ledger shall be the only evidence as to

the Shareholders entitled to examine the Share ledger, the list required by

these Bye-laws or the books of the Company, or to vote in person or by proxy at

any meeting of the Shareholders.

 

25. Voting by Fiduciaries, Pledgors and Joint Owners.  Persons holding Shares in

a fiduciary capacity shall be entitled to vote the Shares so held. Persons whose

Shares are pledged shall be entitled to vote, unless in the transfer by the

pledgor on the books of the Company he has expressly empowered the pledgee to

vote thereon, in which case only the pledgee, or his proxy, may represent such

Shares and vote thereon.

 

     25.1 If Shares or other securities having voting power stand of record in

the names of two or more persons, whether fiduciaries, members of a partnership,

joint tenants, tenants-in-common, tenants by the entirety or otherwise, or if

two or more persons have the same fiduciary relationship respecting the same

Shares, unless the Secretary is given written notice to the contrary and is

furnished with a copy of the

 

                                     A-III-8

<PAGE>

 

instrument or order appointing them or creating the relationship wherein it is

so provided, their acts with respect to voting shall have the following effect:

 

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

 

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

     all; and

 

          (c) if more than one votes, but the vote is evenly split on any

     particular matter, each faction may vote the securities in question

     proportionally, or any person voting the Shares, or a beneficiary, if any,

     may apply to such court as may have jurisdiction to appoint an additional

     person to act with the persons so voting the Shares, which shall then be

     voted as determined by a majority of such persons and the person appointed

     by a court of competent jurisdiction. If the instrument so filed shows that

     any such tenancy is held in unequal interest, a majority or even-split for

     the purpose of this paragraph shall be a majority or even-split in

     interest.

 

26. Consent of Shareholders in Lieu of Meeting.  Except in the case of the

removal of auditors and Directors, anything which may be done by Resolution in

general meeting may, without a meeting and without any previous notice being

required, be done by Resolution in writing, signed by all of the Shareholders or

their proxies, or in the case of a Shareholder that is a corporation (whether or

not a company within the meaning of the Companies Acts) on behalf of such

Shareholder, being all of the Shareholders of the Company who at the date of the

Resolution in writing would be entitled to attend a meeting and vote on the

Resolution. Such Resolution in writing may be signed in as many counterparts as

may be necessary.

 

                             ELECTION OF DIRECTORS

 

27. Nomination of Directors.  Only persons who are nominated in accordance with

the following procedures shall be eligible for election as directors of the

Company. Nominations of persons for election to the Board may be made at any

Annual General Meeting of Shareholders, or at any Special General Meeting of

Shareholders called for the purpose of electing directors, (a) by or at the

direction of the Board (or any duly authorized committee thereof), (b) by any

Shareholders of the Company pursuant to the valid exercise of the power granted

under the Companies Act, or (c) by any Shareholder of the Company (i) who is a

Shareholder of record on the date of the giving of the notice provided for in

this Bye-law 2 and on the record date for the determination of Shareholders

entitled to vote at such meeting and (ii) who complies with the notice

procedures set forth in this Bye-law 27.

 

     27.1 In addition to any other applicable requirements, for a nomination to

be made by a Shareholder, such Shareholder must have given timely notice thereof

in proper written form to the Secretary of the Company. To be timely, a

Shareholder's notice to the Secretary must be delivered to or mailed and

received at the Registered Office and the principal executive offices of the

Company as set forth in the Company's filings with the Securities and Exchange

Commission (a) in the case of an Annual General Meeting, not less than sixty

(60) days nor more than ninety (90) days prior to the anniversary date of the

immediately preceding Annual General Meeting; provided, however, that in the

event that the Annual General Meeting is called for a date that is not within

thirty (30) days before or after such anniversary date, notice by the

Shareholder in order to be timely must be so received not later than the close

of business on the tenth (10th) day following the day on which such notice of

the date of the Annual General Meeting was mailed or such public disclosure of

the date of the Annual General Meeting was made, whichever first occurs; and (b)

in the case of a Special General Meeting called for the purpose of electing

directors, not later than the close of business on the tenth (10th) day

following the day on which notice of the date of the Special General Meeting was

mailed or public disclosure of the date of the Special General Meeting was made,

whichever first occurs.

 

     27.2 To be in proper written form, a Shareholder's notice to the Secretary

must set forth (a) as to each person whom the Shareholder proposes to nominate

for election as a Director (i) the name, age, business address and residential

address of the person, (ii) the principal occupation or employment of the

person, (iii) the class or series and number of Shares which are owned

beneficially or of record by the person, and (iv) any other information relating

to the person that would be required to be disclosed in a proxy statement or

other filings required to be made in connection with solicitations of proxies

for election of directors pursuant to Section 14 of the U.S. Securities Exchange

Act of 1934, as amended (the "Exchange Act"), and the rules

                                     A-III-9

<PAGE>

 

and regulations promulgated thereunder; and (b) as to the Shareholder giving the

notice (i) the name and record address of such Shareholder, (ii) the class or

series and number of Shares which are owned beneficially or of record by such

Shareholder, (iii) a description of all arrangements or understandings between

such Shareholder and each proposed nominee and any other person or persons

(including their names) pursuant to which the nomination(s) are to be made by

such shareholder, (iv) a representation that such shareholder intends to appear

in person or by proxy at the meeting to nominate the persons named, in its

notice, and (v) any other information relating to such shareholder that would be

required to be disclosed in a proxy statement or other filings required to be

made in connection with solicitations of proxies for election of directors

pursuant to Section 14 of the Exchange Act and the rules and regulations

promulgated thereunder. Such notice must be accompanied by a written consent of

each proposed nominee to being named as a nominee and to serve as a Director if

elected.

 

     27.3 No person shall be eligible for election as a Director of the Company

unless nominated in accordance with the procedures set forth in this Bye-law 27.

If the Chairman of the meeting determines that a nomination was not made in

accordance with the foregoing procedures, the Chairman shall declare to the

meeting that the nomination was defective and such defective nomination shall be

disregarded.

 

                               BOARD OF DIRECTORS

 

28. General Powers.  The business and affairs of the Company shall be managed by

or under the direction of a Board, which may exercise all such authority and

powers of the Company and do all such lawful acts and things as are not by

Applicable Law, or by these Bye-laws, directed or required to be exercised or

done by the Shareholders or such other persons as provided therein.

 

29. Number, Election and Term of Directors.  The Board shall consist of not less

than five (5) and not more than eighteen (18) Directors. Directors shall be

elected or appointed at the Annual General Meeting or at any Special General

Meeting called for that purpose by a plurality of votes of the Shareholders,

except that any vacancies which result from the death, resignation, retirement,

disqualification or removal of a Director may be filled by a majority of the

Board then in office provided that any Director elected to fill such a vacancy

shall be subject to the same term of office as the director being replaced. Any

general meeting may authorise the Board to fill any vacancy left unfilled at a

general meeting. The number of Directors to be elected at any time within the

minimum and maximum limitations specified herein shall be determined from time

to time by the Board pursuant to a resolution adopted by the vote of a majority

of the Board then in office provided always that there are at least two

Directors to manage the affairs of the Company and provide a quorum for a

meeting of the Board. Subject to the quorum requirements set forth in Bye-law

36, during the existence of a vacancy on the Board the remaining Directors shall

have full power to act. No Director may appoint any other person as an alternate

director to replace himself or herself.

 

     29.1 The Board shall be divided as equally as may be practical into three

classes. Each Director of the first class shall (unless his or her office is

vacated in accordance with these Bye-laws) serve initially until the conclusion

of the Annual General Meeting of the Shareholders held in the calendar year

2003, and subsequently shall (unless his or her office is vacated in accordance

with these Bye-laws) serve for three-year terms, each concluding at the third

Annual General Meeting after such class of Directors was last appointed or

reappointed. Each Director of the second class shall (unless his or her office

is vacated in accordance with these Bye-laws) serve initially until the

conclusion of the annual general meeting of the Shareholders held in the

calendar year 2004, and subsequently shall (unless his or her office is vacated

in accordance with these Bye-laws) serve for three-year terms, each concluding

at the third Annual General Meeting after such class of Directors was last

appointed or reappointed. Each Director of the third class shall (unless his or

her office is vacated in accordance with these Bye-laws) serve initially until

the conclusion of the Annual General Meeting of the Shareholders held in the

calendar year 2005, and subsequently shall (unless his or her office is vacated

in accordance with these Bye-laws) serve for three-year terms, each concluding

at the third annual general meeting after such class of Directors together was

last appointed or reappointed. At each annual election thereafter, the

successors of the Directors of the class whose term expires in that year shall

be elected to hold office for a term of three years, so that the term of office

of one class of Directors shall expire each year. All

 

                                     A-III-10

<PAGE>

 

Directors upon election or appointment (but not on reappointment) must provide

written acceptance of their appointment, in such form as the Board may think

fit, by notice in writing to the Registered Office within thirty (30) days of

their appointment.

 

     29.2 If the number of Directors is changed, any increase in directorships

or decrease in directorships shall be apportioned among the classes so as to

make all classes as nearly equal in number as practical. In case of any increase

in the number of Directors within the minimum and maximum limitations specified

in this Bye-law, additional Directors may be appointed by the Board to fill such

vacancy. Any such Director so appointed shall hold office for a term that shall

coincide with the remaining term of that class to which he is elected and until

his or her successor shall have been elected and qualified. No decrease in the

number of Directors shall shorten the term of any incumbent Director.

 

     29.3 The Shareholders may remove a Director prior to the expiration of his

or her term, only for cause, at a Special General Meeting called for that

purpose by the affirmative vote of a majority of the outstanding Shares entitled

to vote at such meeting, provided notice of any such meeting shall be served

upon the Director concerned not less than fourteen (14) days before the meeting

and he or she shall be entitled to be heard at that meeting. Any vacancy created

by the removal of a Director may be filled by the affirmative vote of a majority

of the outstanding shares entitled to vote at the same meeting by the election

of another Director in his or her place or, in the absence of any such election,

by the Board.

 

30. Resignations.  In addition to those circumstances in which a Director may be

removed from office pursuant to these Bye-laws, the office of a Director shall

be vacated:

 

     (1) if the Director resigns from office, on the date on which notice of his

or her resignation is delivered to the Registered Office or tendered at a

meeting of the Board or on such later date as may be specified in such notice;

or

 

     (2) if the Director dies, becomes physically incapable of discharging his

or her duty to the Company in accordance with Applicable Laws or becomes of

unsound mind or a patient for any purpose of any statute or applicable law

relating to mental health, on the date of death or the date on which the Board

resolves that his or her office is vacated; or

 

     (3) on his or her becoming bankrupt; or

 

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

or

 

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

the Companies Acts.

 

31. Annual Board Meetings.  The annual meeting of the Board for the purpose of

organizing the Board, appointing officers and members of committees and

transacting other business, shall be held immediately following the Annual

General Meeting of the Shareholders at the same place where such meeting of

Shareholders shall be held or at such place and time as may be determined by the

Board; provided, however, that the time so fixed shall permit the giving of

notice as provided in these Bye-laws.

 

32. Regular Board Meetings.  Additional regular meetings of the Board may be

held at such time and place as shall from time to time be determined by the

Board; provided, however, that the time so fixed shall permit the giving of

notice as provided in these Bye-laws.

 

33. Special Board Meetings.  Special meetings of the Board may be called at any

time by the Chairman of the Board, the Vice Chairman, the President or any Vice

President or by two or more Directors and shall be held at such time and place

as may be fixed by the person or persons calling the meeting; provided, however,

that the time so fixed shall permit the giving of notice as provided in these

Bye-laws.

 

34. Notice of Board Meetings.  Notice of a meeting of the Board shall be deemed

to be duly given to a Director if it is given to the Director personally or by

word of mouth or sent to the Director by post, facsimile or other electronic

means at his or her last known address or any other address given by him or her

to the Company for this purpose. A Director may retrospectively waive the

requirement for notice of any meeting by consenting in writing to the business

conducted at the meeting.

 

                                     A-III-11

<PAGE>

 

35. Organization of Board Meetings.  The Chairman of the Board shall preside

over all meetings of the Board at which he or she is present. In his or her

absence or inability to act, the most senior Vice Chairman present at the

meeting shall preside. In the absence or inability to act of the Chairman or any

Vice Chairmen, the Board shall select a chairman of the meeting from among the

Directors present. The Secretary or, in his or her absence or inability to act,

an Assistant Secretary, or in his or her absence or inability to act, another

Director selected by the Board shall act as secretary of the meeting and keep

the minutes thereof.

 

36. Quorum and Voting at Board Meetings.  At all meetings of the Board the

presence in person of the greater of two Directors, and one-third of the total

number of Directors constituting the entire Board then in office, shall be

necessary and sufficient to constitute a quorum for the transaction of any

business by the Board at such meeting, except as otherwise provided by these

Bye-laws or Applicable Law. At any meeting of the Board, no action shall be

taken (except adjournment, in the manner provided below) until after a quorum

has been established.

 

     36.1 Except as otherwise provided by Applicable Law or these Bye-laws, the

act of a majority of Directors who are present at a meeting at which a quorum

previously has been established (or at any adjournment of such meeting, provided

that a quorum shall have previously been established at such adjourned meeting)

shall be the act of the Board, regardless of whether or not a quorum is present

at the time such action is taken. In determining the number of directors who are

present at the time any such action is taken, any Director who is in attendance

at such meeting but who, for just cause, is disqualified to vote on such matter,

shall not be considered as being present at the time of such action for the

purpose of establishing the number of votes required to take action on any

matter submitted to the Board, but shall be considered as being present for

purposes of determining the existence of a quorum.

 

     36.2 In the event a quorum cannot be established at the beginning of a

meeting, a majority of the Directors present at the meeting, or the Secretary of

the Company, if there be no Director present, may adjourn the meeting from time

to time until a quorum be present. Only such notice of such adjournment need be

given as the Board may from time to time prescribe.

 

37. Regulations of the Board.  The Board may adopt such rules and regulations

for the conduct of its meetings and or the management of the business and

affairs of the Company as it may deem proper and not inconsistent with

Applicable Law and these Bye-laws.

 

38. Written Consent in Lieu of Board Meetings.  A resolution in writing signed

or approved by all the Directors shall be as valid and effectual as a resolution

passed at a meeting of the Board duly called and constituted. Such a resolution

may be contained in one document or in several documents in like form, each

signed or approved by one or more of the Directors and shall take effect as of

the time of the last signature is affixed.

 

39. Telephonic Participation in Board Meetings.  Any and all members of the

Board may participate in a meeting of the Board by means of a conference

telephone, satellite, video-conference or similar communications equipment by

means of which all persons participating in such meeting shall hear each other;

participation in a meeting pursuant to this Bye-law 39 shall constitute presence

in person at such meeting.

 

40. Compensation of Directors.  Directors shall be entitled to such compensation

for their services as Directors and to such reimbursement for any reasonable

expense incurred in attending meetings of the Board as may from time to time be

fixed by the Board. The compensation may be on such basis as is determined by

the Board. Any Director may waive compensation for any meeting. Any Director

receiving compensation under these provisions shall not be barred from serving

the Company in any other capacity and receiving compensation and reimbursement

for reasonable expenses for such other services.

 

41. Delegation of Board Powers.  The Board may by power of attorney or otherwise

appoint any person, whether nominated directly or indirectly by the Board, to be

the attorney or agent of the Company and may delegate to such person any of the

Board's powers, authorities and discretions (with power to sub-delegate) for

such period and subject to such conditions as it may think fit. The Board may

revoke or vary any such appointment or delegation, but no person dealing in good

faith and without notice of such revocation or variation shall be affected by

any such revocation or variation. Any such power of attorney or other

                                     A-III-12

<PAGE>

 

documentation may contain such provisions for the protection and convenience of

persons dealing with any such attorney or agent as the Board may think fit.

 

     41.1 The Board may entrust to and confer upon any Officer any of its

powers, authorities and discretions (with power to sub-delegate) on such terms

and conditions with such restrictions as it thinks fit and either collaterally

with, or to the exclusion of, its own powers and may from time to time revoke or

vary all or any of such powers, but no person dealing in good faith and without

notice of such revocation or variation shall be affected by any revocation or

variation.

 

     41.2 The Board may delegate any of its powers, authorities and discretions

(with power to sub-delegate) to any committee of the Board, consisting of such

number of Directors as it thinks fit. The Board may make any such delegation on

such terms and conditions with such restrictions as it thinks fit and either

collaterally with, or to the exclusion of, its own powers and may from time to

time revoke or vary such delegation, but no person dealing in good faith and

without notice of such revocation or variation shall be affected by any

revocation or variation. Any committee so formed shall, in the exercise of the

powers, authorities and discretions so delegated, conform to any regulations

that may be imposed on it by the Board. The power to delegate to a committee

extends to all the powers, authorities and discretions of the Board generally

and shall not be limited by the fact that certain provisions of these Bye-laws

expressly refer to a committee or to the particular powers, authorities or

discretions of the Board or a Board committee.

 

                                   COMMITTEES

 

42. Executive Committee.  The Board may appoint an Executive Committee

consisting of one or more Directors, one of whom shall be designated as Chairman

of the Executive Committee. Each member of the Executive Committee shall

continue as a member thereof until the expiration of his or her term as a

Director or his or her earlier resignation or removal as a member of the

Executive Committee or as a Director or until his or her death.

 

43. Powers of the Executive Committee.  The Executive Committee shall have and

may exercise all the powers and authority of the Board in the management of the

business and affairs of the Company, and may authorize the seal of the Company

to be affixed to all papers which may require it; but shall not have power or

authority in reference to the following matters: (i) approving or adopting, or

recommending to the Shareholders, any action or matter expressly required by

Applicable Law to be submitted to Shareholders for approval or (ii) adopting,

amending or repealing any Bye-law of the Company.

 

44. Procedures and Meetings of the Executive Committee.  The Executive Committee

shall fix its own rules of procedure and shall meet at such times and at such

place or places as may be provided by such rules or as the members of the

Executive Committee shall fix. The Executive Committee shall keep minutes of its

meetings, which it shall deliver to the Board from time to time. The Chairman of

the Executive Committee or, in his or her absence, a member of the Executive

Committee chosen by a majority of the members present shall preside at meetings

of the Executive Committee, and the Secretary, or in his or her absence, an

Assistant Secretary, or in his or her absence another member of the Executive

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

Executive Committee.

 

45. Quorum and Voting of the Executive Committee.  A majority of the Executive

Committee shall constitute a quorum for the transaction of business, and the

affirmative vote of a majority of the members present at any meeting at which

there is a quorum shall be required for any action of the Executive Committee;

provided, however, that when an Executive Committee of one member is authorized

under the provisions of these Bye-laws, that one member shall constitute a

quorum.

 

46. Other Committees.  The Board may appoint such other committee or committees

as it shall deem advisable and with such rights, powers, and authority as it

shall prescribe. Each such committee shall consist of one or more Directors.

Unless otherwise provided by the Board or these Bye-laws, a majority of the

members of each such other committee shall constitute a quorum, and the acts of

a majority of the members present at a meeting at which a quorum is present

shall be the act of such committee.

 

                                     A-III-13

<PAGE>

 

47. Vacancies; Committee Changes.  In the absence or disqualification of a

member of any committee, the member or members thereof present at any meeting

and not disqualified from voting, whether or not he or they constitute a quorum,

may unanimously appoint another member of the Board to act at the meeting in the

place of any such absent or disqualified member.

 

     47.1 The Board shall have the power at any time to fill vacancies in, to

change the membership of, and to discharge, any committee or any member of any

committee.

 

48. Compensation of Committee Members.  Members of any committee shall be

entitled to such compensation for their services as members of the committee and

to such reimbursement for any reasonable expenses incurred in attending

committee meetings as may from time to time be fixed by the Board. Any committee

member may waive compensation for any meeting. Any committee member receiving

compensation under these provisions shall not be barred from serving the Company

in any other capacity and from receiving compensation and reimbursement of

reasonable expenses for such other services.

 

49. Telephonic Participation in Committee Meetings.  Any and all members of any

committee designated by the Board may participate in a meeting of such committee

by means of conference telephone, satellite, video-conference or similar

communications equipment by means of which all persons participating in such

meeting can hear each other, and participation in such a meeting pursuant to

this Bye-law shall constitute presence in person at such meeting.

 

50. Written Consent in Lieu of Committee Meetings.  A resolution in writing

signed or approved by all the members of any committee of the Board shall be as

valid and effectual as a resolution passed at a meeting of the committee duly

called and constituted. Such a resolution may be contained in one document or in

several documents in like form, each signed or approved by one or more of the

committee members and shall take effect as of the time of the last signature is

affixed.

 

                                    NOTICES

 

51. Waiver of Notices.  Whenever any notice is required to be given by

Applicable Law or these Bye-laws, a written waiver thereof; signed by the person

or persons entitled to such notice, whether before or after the time stated

therein, shall be deemed equivalent to such notice. Neither the business to be

transacted at, nor the purpose of any general meeting of Shareholders, any

meeting of other securityholders, the Board, or any committee of the Board need

be specified in any written waiver of notice unless so required by Applicable

Law or these Bye-laws.

 

52. Attendance at Meetings.  Attendance of a person at any meeting, whether of

Shareholders or other securityholders (in person or by proxy), or the Board or

any committee of the Board, shall constitute a waiver of notice of such meeting,

except when such person attends such meeting for the express purpose of

objecting, and objects, at the beginning of the meeting, to the transaction of

any business on the ground that the meeting is not legally called or convened.

 

                                    OFFICERS

 

53. Number and Qualifications of Officers.  The officers of the Company shall

include the Chairman, one or more Deputy Chairmen, and a Secretary and may

include a President, one or more Vice Presidents, a Treasurer and such other

officers as may be elected or appointed in accordance with the provisions of

these Bye-laws. As and when elected or appointed the officers shall have such

power and perform such duties as set out in these Bye-laws or as otherwise

provided in a resolution of the Board. Any number of offices, except the offices

of President and Secretary, may be held by the same person.

 

54. Selection, Term of Office and Qualification of Officers.  The officers shall

be elected from time to time by the Board at its first regular meeting after

each Annual General Meeting of Shareholders. Each officer shall hold his or her

office until his or her successor is elected and qualified or until he or she

shall resign in the manner provided in these Bye-laws, or until he or she shall

have been removed in the manner provided in these Bye-law, or until his or her

death. Other officers, including without limitation one or more Assistant

                                     A-III-14

<PAGE>

 

Treasurers and one or more Assistant Secretaries shall be chosen in such manner,

hold office for such period, have such authority, perform such duties and be

subject to removal as may be prescribed by the Board.

 

55. Resignations of Officers.  Any officer may resign at any time upon written

notice to the Board, the President or the Secretary. Any such resignation shall

take effect at the time specified therein or, if the time when it shall become

effective shall not be specified therein, immediately upon its receipt thereof

by the Board or any such officer.

 

56. Removal of Officers.  Any officer may be removed at any time, either with or

without cause, by the Board; and any officer not elected by the Board may be

removed in such manner as may be determined by the Board. Removal from office

however, shall not prejudice the contractual rights, if any, of the person

removed except as provided in such contract or such rights as otherwise may be

afforded by Applicable Law.

 

57. Vacancies in any Office.  Any vacancy occurring in any office of the Company

which is required by these Bye-laws to be elected by the Board, whether by

death, resignation, removal or otherwise, shall be filled for the unexpired

portion of the term by the Board. A vacancy in any other office shall be filled

in such manner as may be determined by the Board.

 

58. Chairman.  The Chairman, subject to the direction of the Board, shall have

general charge of the business, affairs and property of the Company and general

supervision over its other officers and agents and shall see that all orders and

resolutions of the Board are carried into effect and, subject to appointment by

the Board, may also hold such other office including Chief Executive Officer or

Chief Operating Officer of the Company.

 

59. Deputy Chairman.  The Deputy Chairman or, in the event there be more than

one, the Deputy Chairmen in the order designated, or in the absence of any

designation, in the order of their seniority, shall have such powers and perform

such duties as may from time to time be assigned to him by the Board and shall

report to the Chairman, subject to the control of the Board.

 

60. The President.  The President, subject to the control of the Chairman and

the Board, shall have general and active management of the business of the

Company and the general and active supervision and direction over the business

operations and affairs of the Company and over its several officers, agents and

employees and, subject to the appointment by the Board, may also hold such other

office including Chief Executive Officer or Chief Operating Officer of the

Company. He or she shall, unless also a Director, be an ex officio member of all

committees of the Board. In general, he or she shall have such other powers and

shall perform such other duties as usually pertain to the office of President or

as from time to time may be assigned to him or her by the Board or these

Bye-laws.

 

61. Vice Presidents.  The Vice President or, in the event there be more than

one, the Vice Presidents in the order designated, or in the absence of any

designation, in the order of their seniority, shall have such powers and perform

such duties as from time to time may be assigned to him by the Board, the

Chairman or the President.

 

62. The Treasurer and Assistant Treasurers.

 

     The Treasurer, if there be one, shall:

 

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

     and securities of the Company;

 

          (b) keep full and accurate accounts of receipts and disbursements in

     books belonging to the Company;

 

          (c) cause all moneys and other valuables to be deposited to the credit

     of the Company in such depositories as may be designated by the Board;

 

          (d) receive, and give receipts for moneys due and payable to the

     Company from any source whatsoever;

 

          (e) disburse the funds of the Company and supervise the investment of

     its funds as ordered or authorized by the Board, taking proper vouchers

     therefor;

                                     A-III-15

<PAGE>

 

          (f) render to the Chairman, the President and the Board at the regular

     meetings of the Board, or whenever they may request it, an account of all

     his transactions as Treasurer and of the financial condition of the

     Company; and

 

          (g) in general, have all the powers and perform all the duties

     incident to the office of Treasurer and such other duties as from time to

     time may be assigned to him or her by the Board, the Chairman or the

     President.

 

     In the absence of a Treasurer, the Board may endow the Vice

President -- Finance or another officer with such powers. The Assistant

Treasurer or Assistant Treasurers, if any, shall in the absence or disability of

the Treasurer or such other officer, or at his or her request, perform his or

her duties and exercise his powers and authority as may be assigned to him or

her by the Board, the Chairman or the President.

 

63. The Secretary and Assistant Secretaries.

 

     The Secretary shall:

 

          (a) attend all meetings of the Board, any committee of the Board,

     Shareholders and other securityholders and record all votes and the

     proceedings of such meetings in minute books to be kept by him for that

     purpose;

 

          (b) see that all notices are duly given in accordance with the

     provisions of these Bye-laws and as required by Applicable Law;

 

          (c) be custodian of the records and the seal of the Company and affix

     and attest the seal to all Share certificates of the Company (unless the

     seal of the Company on such certificates shall be a facsimile, as

     hereinafter provided) and affix and attest the seal to all other documents

     to be executed on behalf of the Company under its seal;

 

          (d) see that the books, reports, statements, certificates and other

     documents and records required by Applicable Law to be kept and filed are

     properly kept and filed; and

 

          (e) in general, have all the powers and perform all the duties

     incident to the office of Secretary and such other duties as from time to

     time may be assigned to him or her by the Board, the Chairman or the

     President.

 

     The Assistant Secretary or Assistant Secretaries, if any, shall, in the

absence or disability of the Secretary or at his request, perform his or her

duties and exercise his or her powers and authority as may be assigned to him or

her by the Board, the Chairman or the President.

 

64. Compensation of Officers.  The compensation of all officers of the Company

shall be fixed from time to time by the Board; no officer of the Company shall

be prevented from receiving compensation because he or she is also a Director of

the Company.

 

                SHARE CERTIFICATES, TRANSFERS AND TRANSMISSIONS

 

65. Share Certificates.  Certificates for Shares of the Company shall be in such

form, not inconsistent with these Bye-laws, as shall be approved by the Board

and shall be signed by or in the name of the Company by the Chairman, the

Vice-Chairman or by the President or a Vice President, and by the Treasurer or

an Assistant Treasurer, or the Secretary or an Assistant Secretary; provided

that the signatures of any such officers thereon may be facsimiles; and provided

further that no one individual can sign in respect of more than one required

office. The seal of the Company shall be impressed, by original or by facsimile,

printed or engraved, on all such certificates. A certificate may also be signed

by the transfer agent and a registrar as the Board may determine, and in such

case the signature of the transfer agent or the registrar may also be facsimile,

engraved or printed. In case any officer, transfer agent or registrar who has

signed or whose facsimile signature has been placed upon such certificate shall

have ceased to be such officer, transfer agent or registrar before such

certificate is issued, it may nevertheless be issued by the Company with the

same effect as if he were such officer, transfer agent or registrar at the date

of issue. Notwithstanding the foregoing, at the discretion of the Board or the

Secretary, the Company may issue Shares in uncertificated form upon the initial

issuance of such Shares or thereafter upon surrender of any certificates

representing such Shares.

 

                                     A-III-16

<PAGE>

 

66. The Share Register.  The Register shall be kept in the manner prescribed by

the Companies Acts at the Registered Office or at such other place in Bermuda as

may be authorised by the Board from time to time. The Company may also keep one

or more branch registers at such place or places outside Bermuda to the extent

and in the manner permitted by the Companies Acts, and the Board may make such

regulations as it thinks fit regarding the keeping of any branch register and

may revoke or vary any such regulations. The Board may authorise any Share on

the Register to be included in a branch register or any Share registered on a

branch register to be registered on another branch register, provided that at

all times the Register is maintained in accordance with the Companies Acts.

 

67. Registration of Transfers.  Registration of transfer of certificates

representing Shares shall be effected only on the books of the Company only upon

authorization by the registered holder thereof, or by his attorney authorized by

power of attorney duly executed and filed with the Secretary or with a

designated transfer agent or transfer clerk, and upon surrender to the Company

or any transfer agent of the Company of the certificate or certificates being

transferred, which certificate shall be properly endorsed or accompanied by a

duly executed share transfer in the usual common form or in any other form that

the Board may from time to time approve, proof of all necessary government and

regulatory approvals governing the transfer of the Shares and the payment of all

taxes thereon. Whenever a certificate is endorsed by or accompanied by a share

transfer form executed by someone other than the person or persons named in the

certificate, evidence of authority to transfer shall also be submitted with the

certificate. Whenever any transfers of Shares shall be made for collateral

security and not absolutely, and both the transferor and transferee request the

Company to do so, such fact shall be stated in the entry of the transfer.

 

68. Transmission of Shares.  In the case of the death of a Shareholder, the

survivor or survivors, or the estate representative, as appropriate, shall be

the only person or persons recognised by the Company as having any title to

Shares held by such holder. Nothing in these Bye-laws shall release the estate

of a deceased holder from any liability in respect of any Share held by such

holder either solely or jointly with other persons. In this Bye-law, estate

representative means the person to whom probate or letters of administration or

confirmation as executor has or have been granted under the laws applicable to

the estate of the deceased Shareholder or, failing such person, such other

person as the Board may in its absolute discretion determine to be the person

recognised by the Company for the purpose of this Bye-law.

 

     68.1. In the case of a person becoming entitled to a Share in consequence

of the death of a Shareholder or otherwise by operation of Applicable Law, the

Board may require the production to the Company of such evidence of such

person's entitlement as is prescribed by the Companies Acts or, to the extent

that no such evidence is prescribed, as may from time to time be required by the

Board. Upon production of such evidence the name and address of the person so

entitled shall be noted in the Register.

 

     68.2. Subject to these Bye-laws, any Person Entitled by Transmission to a

Share shall be entitled to receive (and may give a discharge for) any dividends

or other moneys payable in respect of the Share, to attend and vote in respect

of the Share at general meetings of the Company and of the relevant class of

Shareholders and generally to exercise in respect of the Share all of the rights

or privileges of a Shareholder as if such person were registered as the holder

of the Share.

 

     68.3. Any Person Entitled by Transmission to a Share may elect either to be

registered as the holder of the Share or to have a nominee registered as the

transferee. Any such person electing to be registered shall deliver or send to

the Company a signed written notice stating that such person so elects. Any such

person electing to have a nominee registered shall signify that election by

signing an instrument of transfer in favour of such nominee. All the provisions

of these Bye-laws relating to the right to transfer and the registration of

transfer of Shares shall apply to any such notice or instrument of transfer as

if the death of the Shareholder or other event giving rise to the transmission

had not occurred and the notice or instrument of transfer was an instrument of

transfer signed by such Shareholder.

 

     68.4. The Board may at any time give notice requiring a Person Entitled by

Transmission to a Share to elect either to be registered or to transfer the

Share, and if the person does not comply with the notice within sixty (60) days

the Board may withhold payment of all dividends and other moneys payable in

respect of the Share until the person complies with the notice.

                                     A-III-17

<PAGE>

 

     68.5. Subject to any directions of the Board from time to time in force,

the Secretary may exercise all powers and discretions of the Board under this

Bye-law 68.

 

69. Determination of Shareholders.  Except as otherwise provided by Applicable

Law, the Company shall be entitled to recognize the exclusive right of a person

in whose name any Share or Shares stand on the register of Shareholders as the

owner of such Share or Shares for all purposes, including, without limitation,

the rights to receive dividends or other distributions, and to vote as such

owner, the Company may hold any such Shareholder of record liable for calls and

assessments and the Company shall not be bound to recognize any trust or any

equitable, contingent, or legal claim to or interest in any such Share or Shares

on the part of any other person whether or not it shall have express or other

notice thereof.

 

70. Regulations, Governing Issuance and Transfer of Shares.  The Board shall

have the power and authority to make all such rules and regulations, not

inconsistent with these Bye-laws, as it may deem expedient concerning the issue,

transfer and registration of Shares. It may appoint, or authorize any officer or

officers to appoint, one or more transfer agents or one or more transfer clerks

and one or more registrars and may require all Share certificates to bear the

signature or signatures of any of them.

 

71. Fixing Record Date.  In order that the Company may determine the

Shareholders of record entitled to notice of, or to vote at, any meeting of

Shareholders or any adjournment thereof, or entitled to express consent to

corporate action in writing without a meeting, or entitled to receive payment of

any dividend or other distribution or allotment of any rights, or entitled to

exercise any rights in respect of any change, conversion or exchange of Share or

for the purpose of any other lawful action, the Board may fix, in advance, a

record date, which shall not be more than sixty (60) nor less than ten (10) days

before the date of such meeting, nor more than sixty (60) days prior to any

other action. Except as otherwise provided by Applicable Law, or these Bye-laws

or by resolution of the Board:

 

     (1) The record date for determining Shareholders entitled to notice of or

to vote at a meeting of Shareholders shall be at the close of business on the

day next preceding the day on which notice is given, or, if notice is waived, at

the close of business on the day next preceding the day on which the meeting is

held;

 

     (2) The record date for determining Shareholders entitled to express

consent to corporate action in writing without a meeting, when no prior action

by the Board is necessary, shall be the day on which the first written consent

is expressed; and

 

     (3) The record date for determining Shareholders for any other purpose

shall be at the close of business on the day on which the Board adopts the

resolution relating thereto.

 

     71.1 A determination of Shareholders of record entitled to notice of or to

vote at a meeting of Shareholders shall apply to any adjournment of the meeting;

provided, however, that the Board may fix a new record date for the adjourned

meeting.

 

72. Lost, Stolen or Destroyed Share Certificates.  The holder of any

certificates representing Shares shall immediately notify the Company of any

loss, theft, destruction or mutilation of such certificate, and the Board may

authorize the issuance of a new certificate in lieu thereof upon satisfactory

proof of such loss, theft or destruction upon the giving of an open penalty bond

with surety satisfactory to the Treasurer and the Company's counsel, to protect

the Company or any person injured on account of the alleged loss, theft or

destruction of any such certificate or the issuance of a new certificate from

any liability or expense which it or they may incur by reason of the original

certificates remaining outstanding and upon payment of the Company's reasonable

costs incident thereto.

 

                                   DIVIDENDS

 

73. Dividends and Reserves.  Subject to the Companies Act and the rights

attaching to a particular class or series of Shares, the Board may, out of funds

available therefor, declare dividends upon Shares to be paid to the

Shareholders, according to their respective rights and interests as and when

they deem expedient, and may fix the time for payment of such dividends. The

Company may deduct from any dividend, distribution or other monies payable to a

Shareholder by the Company on or in respect of any Shares all sums of money (if

any)

 

                                     A-III-18

<PAGE>

 

presently payable by the Shareholder to the Company on account of calls or

otherwise in respect of Shares. No dividend, distribution or other monies

payable by the Company on or in respect of any Share shall bear interest against

the Company.

 

                                   WINDING UP

 

74. Winding-Up.  If the Company is wound up, the liquidator may, with the

sanction of a Resolution and any other sanction required by the Companies Acts:

 

     (1) divide among the Shareholders in cash or in kind the whole or any part

of the assets of the Company (whether they consist of property of the same kind

or not) and for such purposes set such value as the liquidator deems fair on any

property to be so divided, and determine how such division shall be carried out

as between the Shareholders or different classes of Shareholders, provided that

in all events, amounts will be distributed pursuant to the rights attached to

those Shares then outstanding; and

 

     (2) vest the whole or any part of such assets in trustees upon such trusts

for the benefit of the contributories as the liquidator, with the like sanction,

thinks fit, but so that no Shareholder shall be compelled to accept any Shares

or other assets upon which there is any liability.

 

            EXEMPTION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

75. Exemption and Indemnification of Officers.  Subject always to these

Bye-laws, no Officer shall be liable for the acts, receipts, neglects or

defaults of any other Officer nor shall any Officer be liable in respect of any

negligence, default or breach of duty on his or her own part in relation to the

Company or any Subsidiary, or for any loss, misfortune or damage which may

happen, in or arising out of the actual or purported execution or discharge of

his or her duties or the exercise or purported exercise of his or her powers or

otherwise in relation to or in connection with his or her duties, powers or

office.

 

     75.1. Subject always to these Bye-laws, every Officer shall be indemnified

and held harmless out of the funds of the Company against all liabilities,

losses, damages or expenses (including but not limited to liabilities under

contract, tort and statute or any applicable foreign law or regulation and all

legal and other costs and expenses properly payable) incurred or suffered by the

Officer arising out of the actual or purported execution or discharge of the

Officer's duties (including. without limitation, in respect of his or her

service at the request of the Company as a director, officer, partner, trustee,

employee, agent or similar functionary of another person) or the exercise or

purported exercise of the Officer's powers or otherwise, in relation to or in

connection with the Officer's duties, powers or office (including but not

limited to liabilities attaching to the Officer and losses arising by virtue of

any rule of law in respect of any negligence, default, breach of duty or breach

of trust of which such Officer may be guilty in relation to the Company or any

Subsidiary of the Company).

 

     75.2. Every Officer shall be indemnified out of the funds of the Company

against all liabilities arising out of the actual or purported execution or

discharge of the Officer's duties or the exercise or purported exercise of the

Officer's powers or otherwise, in relation to or in connection with the

Officer's duties, powers or office, incurred by such Officer in defending any

proceedings, whether civil or criminal, in which judgement is given in the

Officer's favour, or in which the Officer is acquitted, or in connection with

any application under the Companies Acts in which relief from liability is

granted to the Officer by the court.

 

     75.3. In this Bye-law 75 (i) the term "Officer" includes, in addition to

the persons specified in the definition of that term in Bye-law 1, the Resident

Representative, a member of a committee constituted under these Bye-laws, any

person acting as an Officer or committee member in the reasonable belief that

the Officer has been so appointed or elected, notwithstanding any defect in such

appointment or election, and any person who formerly was an Officer or acted in

any of the other capacities described in this clause (i) and (ii) where the

context so admits, references to an Officer include the estate and personal

representatives of a deceased Officer or any such other person.

 

                                     A-III-19

<PAGE>

 

     75.4. The provisions for exemption from liability and indemnity contained

in this Bye-law shall have effect to the fullest extent permitted by Applicable

Law, but shall not extend to any matter which would render any of them void

pursuant to the Companies Acts.

 

     75.5. To the extent that any person is entitled to claim an indemnity

pursuant to these Bye-laws in respect of an amount paid or discharged by him or

her, the relevant indemnity shall take effect as an obligation of the Company to

reimburse the person making such payment (including advance payments of fees or

other costs) or effecting such discharge.

 

     75.6. The rights to indemnification and reimbursement of expenses provided

by these Bye-laws shall not be deemed to be exclusive of, and are in addition

to, any other rights to which a person may be entitled. Any repeal or amendment

of this Bye-law 75 shall be prospective only and shall not limit the rights of

any Officer or the obligation of the Company with respect to any claim arising

prior to any such repeal or amendment.

 

     75.7. In so far as it is permissible under Applicable Law, each Shareholder

and the Company agree to waive any claim or right of action the Shareholder or

it may at any time have, whether individually or by or in the right of the

Company, against any Officer on account of any action taken by such Officer or

the failure of such Officer to take any action in the performance of his duties

with or for the Company, provided however, that such waiver shall not apply to

any claims or rights of action arising out of the fraud or dishonesty of such

Officer or to recover any gain, personal profit or advantage to which such

Officer is not legally entitled.

 

     75.8. Subject to the Companies Acts, expenses incurred in defending any

civil or criminal action or proceeding for which indemnification is required

pursuant to this Bye-law 75 shall be paid by the Company in advance of the final

disposition of such action or proceeding upon receipt of an undertaking by or on

behalf of the indemnified party to repay such amount if it shall ultimately be

determined that the indemnified party is not entitled to be indemnified pursuant

to this Bye-law 75.

 

     75.9 Each Shareholder of the Company, by virtue of its acquisition and

continued holding of a Share, shall be deemed to have acknowledged and agreed

that the advances of funds may be made by the Company as aforesaid, and when

made by the Company under this Bye-law 75 are made to meet expenditures incurred

for the purpose of enabling such Officer to properly perform his or her duties

as an Officer.

 

                               ACCOUNTING RECORDS

 

76. Accounting Records.  The Board shall cause accounting records of the Company

to be kept in accordance with the requirements of the Companies Acts.

 

     76.1. The records of account shall be kept at the Registered Office or at

such other place or places as the Board thinks fit. If the records of account

are kept at some place outside Bermuda, there shall be kept at an office of the

Company in Bermuda such records as are required by the Companies Acts to be so

kept. The records of account shall at all times be open to inspection by the

Directors and, to the extent prescribed by the Companies Acts, by the Resident

Representative. No Shareholder (other than a Director) shall have any right to

inspect any accounting record or book or document of the Company except as

conferred by Applicable Law or authorised by the Board or by Resolution.

 

     76.2. The Board shall arrange for the financial statements of the Company

to be prepared and audited in respect of each year or other period from time to

time fixed by the Board and shall arrange for those financial statements to be

made available to Shareholders and laid before the Shareholders in general

meeting in accordance with the requirements of the Companies Acts.

 

                                    AUDITORS

 

     77. Auditors.  Auditors shall be appointed and their duties regulated in

accordance with the Companies Acts, Applicable Law and such requirements not

inconsistent with the Companies Acts and Applicable Law as the Board may from

time to time determine.

 

                                     A-III-20

<PAGE>

 

                               GENERAL PROVISIONS

 

78. Execution of Contracts, Papers and Documents.  Except as otherwise required

by Applicable Law or these Bye-laws, any contract or other instrument may be

executed and delivered in the name and on behalf of the Company by such officers

or employees of the Company, or such other person as the Board may from time to

time determine, or in the absence of such determination, by the Chairman or the

President. Such authority may be general or confined to specific instances as

the Board may determine. Unless authorized by the Board or expressly permitted

by these Bye-laws, no officer or agent or employee shall have any power or

authority to bind the Company by any contract or engagement or to pledge its

credit or to incur a pecuniary liability for any purpose.

 

79. Voting Shares in Other Companies.  The Company may vote any and all shares

and other securities having voting rights which may at any time and from time to

time be held by it in any other company or companies and such vote may be cast

either in person or by proxy by such officer of the Company as the Board may

appoint or, in the absence of such appointment, by the Chairman or President.

 

80. Cheques, Drafts, etc.  All cheques, drafts, bills of exchange or other

orders for the payment of money out of the funds of the Company, and all notes

or other evidences of indebtedness of the Company, shall be signed in the name

and on behalf of the Company by such persons and in such manner as shall from

time to time be authorized by the Board.

 

81. Corporate Seal.  The Seal shall consist of a circular metal device with the

name of the Company around its outer margin and the country and the year of

incorporation across its centre. The Company may also have for use in any

territory outside Bermuda one or more additional Seals, each of which shall be a

duplicate of the Seal.

 

     81.1 The Board shall provide for the custody of every Seal. A Seal shall

only be used by authority of the Board or of a committee of the Board. Subject

to the Companies Acts, and except as otherwise provided in these Bye-laws, any

instrument to which a Seal is affixed shall be signed by an Officer or by any

person who has been authorised by the Board either generally or specifically to

attest to the use of a Seal.

 

82. Fiscal Year.  The fiscal year of the Company shall be a period of twelve

(12) calendar months beginning January 1 and ending on the following December 31

in the same year.

 

                    TRANSACTIONS WITH DIRECTORS AND OFFICERS

 

83. Affiliated Transactions.  A Director may hold any other office or place of

profit with the Company (except that of auditor) in addition to his or her

office of Director for such period and upon such terms as the Board may

determine, and may be paid such extra remuneration for so doing (whether by way

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

determine, in addition to any remuneration or other amounts payable to a

Director pursuant to any other Bye-law.

 

     83.1 A Director may act in a professional capacity for the Company

(otherwise than as auditor) and the Director shall be entitled to remuneration

for professional services as if he or she were not a Director.

 

     83.2 Subject to the Companies Acts, a Director, (i) may be a party to, or

otherwise interested in, any transaction or arrangement with the Company or in

which the Company is otherwise interested, and (ii) may be a director or other

officer of, or employed by, or a party to any transaction or arrangement with,

or otherwise interested in, any company or other person promoted by the Company

or in which the Company is interested. A Director who in any way, whether

directly or indirectly, to his or her knowledge has a material interest in a

contract with the Company or any of its subsidiaries shall declare the nature of

the Director's interest at the first opportunity at a meeting of the Board at

which the question of entering into the contract is first taken into

consideration, if the Director knows this interest then exists, or in any other

case at the first meeting of the Board after learning that he or she is or has

become so interested.

 

     83.3 Subject to the Companies Acts and any further disclosure required

thereby, a general notice to the Directors by a Director or other Officer

declaring that he or she is a director or officer of any company, or has a

 

                                     A-III-21

<PAGE>

 

material interest in, any company or person and is to be regarded as interested

in any transaction or arrangement made with that company or person, shall be a

sufficient declaration of interest in relation to any transaction or arrangement

so made.

 

     83.4 So long as, where it is necessary, a Director declares the nature of

his or her interest in accordance with this Bye-law, a Director shall not by

reason of his or her office be accountable to the Company for any benefit the

Director derives from any office or employment to which these Bye-laws allow him

or her to be appointed or from any transaction or arrangement in which these

Bye-laws allow the Director to be interested, and no such transaction or

arrangement shall be avoided on the ground of any such interest or benefit.

 

84. Determining Quorum in the Event of Common or Interested Director.  Upon

declaring their interest, common or interested Directors may be counted in

determining the presence of a quorum and, subject to these Bye-laws, may vote at

a meeting of the Board or of a committee thereof which considered or authorized

the contract or transaction.

 

                                  CONTINUATION

 

85. Continuance.  Subject to the Companies Acts, approval of the Board and a

Resolution passed by a majority of the issued Shares entitled to vote may

approve the discontinuation of the Company in Bermuda and the continuation of

the Company in a jurisdiction outside Bermuda.

 

                                  AMALGAMATION

 

86. Amalgamation.  Any resolution proposed for consideration at any general

meeting to approve the amalgamation of the Company with any other company,

wherever incorporated, shall require the approval of the majority provided for

in Bye-law 22 at such meeting and the quorum for such meeting shall be that

required in Bye-law 19 and a poll may be demanded in respect of such resolution

in accordance with the provisions of the Companies Act.

 

                             ALTERATION OF BYE-LAWS

 

87. Alteration of Bye-laws.  These Bye-laws may be revoked or amended only by

the Board, which may from time to time revoke or amend them in any way by a

resolution of the Board, but no such revocation or amendment shall be operative

unless and until it is approved by a Resolution of the holders of a majority of

the issued Shares entitled to vote.