AMENDED & RESTATED BY-LAWS

EXHIBIT 3.1

AMENDED AND RESTATED

B Y E - L A W S

of

RENAISSANCERE HOLDINGS LTD.

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

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

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

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

(ii) "Affiliate" means any person or entity, directly or indirectly,
controlling, controlled by or under common control with any such person or
entity.

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

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

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

(vi) "Common Shares" means the common shares of the Company par value US
$1.00 per share;

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

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

(ix) "General Meeting" means any annual or special general meeting of the
Members;

(x) "Member" means the person registered in the Register of Members as the
holder of shares

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

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

(xii) "Person" means an individual, partnership, joint-stock company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof;

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

(xiv) "Register of Directors and Officers" means the Register of Directors
and Officers referred to in Bye-law 28;

(xv) "Register of Members" means the Register of Members referred to in
Bye-law 58; and

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

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

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

(ii) words denoting a particular gender shall include all and any genders;

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

(iv) the word:-

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

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

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

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

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

BOARD OF DIRECTORS
------------------

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

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

3. Management of the Company
-------------------------

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

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

(c) The Board may procure that the Company pays all expenses incurred in
promoting and incorporating the Company.

4. Power to appoint managing director or chief executive officer
-------------------------------------------------------------

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

5. Power to appoint manager
------------------------

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

6. Power to authorize specific actions
-----------------------------------

The Board may from time to time and at any time authorize any Director or
Officer to act on behalf of the Company

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for any specific purpose and in connection therewith to execute any agreement,
document or instrument on behalf of the Company.

7. Power to appoint attorney
-------------------------

The Board may from time to time and at any time by power of attorney appoint any
company, firm, person or body of persons, whether nominated directly or
indirectly by the Board, to be an attorney of the Company for such purposes and
with such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Board) and for such period and subject to such conditions as
it may think fit and any such power of attorney may contain such provisions for
the protection and convenience of persons dealing with any such attorney as the
Board may think fit and may also authorize any such attorney to sub-delegate all
or any of the powers, authorities and discretions so vested in the attorney.
Such attorney may, if so authorized under the seal of the Company, execute any
deed or instrument under such attorney's personal seal with the same effect as
the affixation of the seal of the Company.

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

(a) The Board shall appoint an Executive Committee of the Board which shall
have the power of the Board between meetings of the Board. The Executive
Committee shall consist of at least two and not more than four Directors.
The Executive Committee shall have the authority to oversee the general
business and affairs of the Company along with whatever additional
authority the Board may grant as necessary for the management of the
Company.

(b) The Board may delegate any of its powers, authorities and discretion to
such other committees as it deems appropriate, each such committee to
consist of no fewer than two persons (including persons who are not
Directors). Any committee so formed shall, in the exercise of the powers,
authorities and discretion so delegated, conform to any regulations which
may be imposed upon it by the Board.

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

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

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

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

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11. Power to purchase shares of the Company
---------------------------------------

Subject to the provisions of Section 42A of the Act, the Board may exercise all
the powers of the Company to purchase all or any part of its own shares.

12. Election of Directors
----------------------

The Board shall consist of not less than two Directors or such number in excess
thereof as the Members may from time to time determine who shall be elected or
appointed in the first place at the statutory meeting of the Company and
thereafter, except in the case of casual vacancy, at the annual General Meeting
or at any special General Meeting called for the purpose and who shall hold
office until the next annual General Meeting or until their successors are
elected or appointed or their office is otherwise vacated, and any General
Meeting may authorize the Board to fill any vacancy in their number left
unfilled at a General Meeting.

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

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

14. Alternate Directors
-------------------

(a) Any General Meeting of the Company may elect a person or persons to act as
a Director in the alternative to any one or more of the Directors of the
Company or may authorize the Board to appoint such Alternate Directors.
Any person so appointed shall have all the rights and powers of the
Director or Directors for whom such person is appointed in the alternative
provided that such person shall not be counted more than once in
determining whether or not a quorum is present.

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

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

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15. Removal of Directors
--------------------

(a) Subject to any provision to the contrary in these Bye-laws, the Members
may, at any special General Meeting convened and held in accordance with
these Bye-laws, remove a Director provided that the notice of any such
meeting convened for the purpose of removing a Director shall contain a
statement of the intention so to do and be served on such Director not less
than 14 days before the meeting and at such meeting such Director shall be
entitled to be heard on the motion for such Director's removal.

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

16. Vacancies on the Board
----------------------

(a) The Board shall have the power from time to time and at any time to appoint
any person as a Director to fill a vacancy on the Board occurring as the
result of the death, disability, disqualification or resignation of any
Director and to appoint an Alternate Director to any Director so appointed.

(b) The Board may act notwithstanding any vacancy in its number but, if and so
long as its number is reduced below the number fixed by these Bye-laws as
the quorum necessary for the transaction of business at meetings of the
Board, the continuing Directors or Director may act for the purpose of (i)
summoning a General Meeting of the Company or (ii) preserving the assets of
the Company.

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

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

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

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

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

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

(a) A Director may, and the Secretary on the requisition of a Director shall,
at any time summon a meeting of the Board.

(b) Notice of a meeting of the Board shall be deemed to be duly given to a
Director if it is given to such Director verbally in person or by telephone
or otherwise communicated or sent to such Director by post, cable, telex,
board, facsimile or other mode of representing words in a legible and non-
transitory form at such Director's last known address or any other address
given by such Director to the Company for this purpose.

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

The quorum necessary for the transaction of business at a meeting of the Board
shall be two Directors.

19. Meetings of the Board
---------------------

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

(b) Directors may participate in any meeting of the Board by means of such
telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting
shall constitute presence in person at such meeting, except that Directors
may not participate in any meeting of the Board while present in the United
States of America or its territories.

(c) A resolution put to the vote at a meeting of the Board shall be carried by
the affirmative votes of a majority of the votes cast and in the case of an
equality of votes the resolution shall fail.

20. Unanimous written resolutions
-----------------------------

A resolution in writing signed by all the Directors or, for the avoidance of
doubt, their respective Alternate Directors, if any, which may be in
counterparts, shall be as valid as if it had been passed at a meeting of the
Board duly called and constituted, such resolution to be effective on the date
on which the last Director or such Director's alternate signs the resolution.

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

(a) Any Director, or any Director's firm, partner or any company with whom any
Director is associated, may act in a professional capacity for the Company
and such Director or such

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Director's firm, partner or such company shall be
entitled to remuneration for professional services as if such Director were
not a Director, provided that nothing herein contained shall authorize a
Director or Director's firm, partner or such company to act as Auditor of
the Company.

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

(c) Following a declaration being made pursuant to this Bye-law, the approval
of a majority of disinterested Directors (as defined below) shall be
required prior to the Company entering into any transaction with a Member
or an Affiliate of any Member. For purposes of this Bye-law 21(c), a
Director shall be deemed to be disinterested in a transaction provided such
Director, any entity employing such Director and any Affiliate of such
entity, is neither a party to such transaction nor will receive any benefit
as a result of such transaction other than by virtue of his or its rights
as a Member.

22. Remuneration of Directors
-------------------------

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

OFFICERS
--------

23. Officers of the Company
-----------------------

The Officers of the Company shall consist of a President, one or more Vice
Presidents, a Secretary and such additional Officers as the Board may from time
to time determine all of whom shall be deemed to be Officers for the purposes of
these Bye-laws.

24. Appointment of Officers
-----------------------

(a) The Board shall, as soon as possible after the statutory meeting and after
each annual General Meeting elect one of its number to be President of the
Company and another of its number to be Vice President.

(b) The Secretary and additional Officers, if any, shall be appointed by the
Board from time to time.

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25. Remuneration of Officers
------------------------

The Officers shall receive such remuneration as the Board may from time to time
determine in accordance with their employment contracts or otherwise.

26. Duties of Officers
------------------

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

27. Chairperson of meetings
-----------------------

Unless otherwise agreed by a majority of those attending and entitled to attend
and vote thereat, the President shall act as chairperson at all meetings of the
Members and of the Board at which such person is present. In the absence of the
President, a Vice President, if present, shall act as chairperson and in their
absence, a chairperson shall be appointed or elected by those present at the
meeting and entitled to vote.

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

(a) The Board shall cause to be kept in one or more books at its registered
office a Register of Directors and Officers and shall enter therein the
following particulars with respect to each Director and the President, each
Vice President and the Secretary, that is to say:

(i) first name and surname; and

(ii) address.

(b) The Board shall, within the period of fourteen days from the occurrence of:

(i) any change among its Directors and in the President, any Vice President or
Secretary; or

(ii) any change in the particulars contained in the Register of Directors and
Officers, cause to be entered on the Register of Directors and Officers the
particulars of such change and the date on which such change occurred.

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

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MINUTES
-------

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

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

(a) of all elections and appointments of Officers;

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

(c) of all resolutions and proceedings of General Meetings of the Members,
meetings of the Board, meetings of managers and meetings of committees
appointed by the Board.

INDEMNITY
---------

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

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

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

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

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willful negligence, willful default, fraud or dishonesty which may attach to
such Director or Officer.

MEETINGS
--------

32. Notice of annual General Meeting
--------------------------------

The annual General Meeting of the Company shall be held in each year other than
the year of incorporation at such time and place outside the United States or
its territories as the President or any two Directors or any Director and the
Secretary or the Board shall appoint. At least 5 days' notice of such meeting
shall be given to each Member stating the date, place and time at which the
meeting is to be held, that the election of Directors will take place thereat,
and as far as practicable, the other business to be conducted at the meeting.

33. Notice of Special General Meeting
---------------------------------

The President or any two Directors or any Director and the Secretary or the
Board may convene a special General Meeting of the Company whenever in their
judgment such a meeting is necessary, upon not less than 5 days' notice which
shall state the time, place and the general nature of the business to be
considered at the meeting.

34. Accidental omission of notice of General Meeting
------------------------------------------------

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

35. Meeting called on requisition of Members
----------------------------------------

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

36. Short notice
------------

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

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37. Postponement of meetings
------------------------

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

38. Quorum for General Meeting
--------------------------

At any General Meeting of the Company, two persons present in person and
throughout the meeting representing in person or by proxy more than 50% of the
total issued shares in the Company entitled to vote on the matters to be
considered by the meeting shall form a quorum for the transaction of business.
If, within half an hour from the time appointed for the meeting, a quorum is not
present, the meeting shall stand adjourned to the same day two weeks later, at
the same time and place or to such other day, time or place as the Board may
determine. Unless the meeting is adjourned to a specific date and time, fresh
notice of the date, time and place for the adjourned meeting shall be given to
each Member in accordance with the provisions of these Bye-laws.

39. Adjournment of meetings
-----------------------

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

40. Attendance at meetings
----------------------

Members may participate in any General Meeting by means of such telephone,
electronic or other communication facilities as permit all persons participating
in the meeting to communicate with each other simultaneously and
instantaneously, and participation in such a meeting shall constitute presence
in person at such meeting except that Members may not participate in any General
Meeting while present in the United States or its territories.

41. Written resolutions
-------------------

A resolution in writing signed by all of the Members, which may be in
counterparts, shall be as valid as if it had been passed by a General Meeting
duly called and constituted, such resolution to be effective on the date on
which the last Member signs the resolution.

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42. Attendance of Directors
-----------------------

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

43. Voting at meetings
------------------

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

(b)(1) Notwithstanding any other provisions of these Bye-laws to the contrary,
the Company may authorize or effect any amalgamation or other
reorganization of the Company with or into any Person (other than an
amalgamation pursuant to Section 107 of the Act) in a General Meeting only
upon the affirmative vote of a majority of all issued and outstanding
capital shares of the Company.

(2) Notwithstanding any other provisions of these Bye-laws to the
contrary, the Company may (i) authorize or effect any acquisition or disposition
of all or substantially all of the assets of the Company; (ii) authorize or
effect the liquidation, dissolution or winding-up of the Company or (iii) amend,
alter or repeal any provision of this Bye-law 43 in a General Meeting only upon
the affirmative vote of a majority of the voting rights attached to all issued
and outstanding capital shares of the Company entitled to vote thereon in
accordance with these Bye-Laws.

(3) Notwithstanding any other provisions of these Bye-laws to the
contrary, with respect to any matter required to be submitted to a vote of the
shareholders of Renaissance Reinsurance Ltd. ("Renaissance Reinsurance"), the
Company shall be required to submit a proposal relating to such matters to the
shareholders of the Company and shall vote all the shares of Renaissance
Reinsurance owned by the Company in accordance with and proportional to such
vote of the Company's shareholders; provided, however, that the Board shall not
-------- -------
be required to submit such a proposal contemplated by this Bye-law 43(b)(3) to
the shareholders of the Company at such time as Renaissance Reinsurance shall no
longer be a subsidiary of the Company or no Diluted Voting Shares shall be
outstanding.

(c) No Member shall be entitled to vote at any General Meeting unless such
Member has paid all the calls on all shares held by such Member.

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44. Voting on show of hands
------------------------

At any General Meeting a resolution put to the vote of the meeting shall, in the
first instance, be voted upon by a show of hands and, subject to any rights or
restrictions for the time being lawfully attached to any class of shares and
subject to the provisions of these Bye-laws, every Member present in person and
every person holding a valid proxy at such meeting shall be entitled to one vote
per share and shall cast such vote by raising his or her hand.

45. Decision of chairperson
-----------------------

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

46. Demand for a poll
-----------------

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

(i) the chairperson of such meeting; or

(ii) at least three Members present in person or represented by proxy; or

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

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

(b) Where, in accordance with the provisions of subparagraph (a) of this Bye-
law, a poll is demanded, subject to any rights or restrictions for the time
being lawfully attached to any class of shares, every person present at
such meeting shall have one vote for each share of which such person is the

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holder or for which such person holds a proxy and such vote shall be
counted in the manner set out in paragraph (d) of this Bye-law or in the
case of a General Meeting at which one or more Members are present by
telephone in such manner as the chairperson of the meeting may direct and
the result of such poll shall be deemed to be the resolution of the meeting
at which the poll was demanded and shall replace any previous resolution
upon the same matter which has been the subject of a show of hands.

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

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

47. Seniority of joint holders voting
---------------------------------

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

48. Instrument of proxy
-------------------

The instrument appointing a proxy shall be in writing in the form, or as near
thereto as circumstances admit, of Form "A" in the Appendix hereto under the
hand of the appointor or of her or his attorney duly authorized in writing, or
if the appointor is a corporation, either under its seal, or under the hand of a
duly authorized officer or attorney. The decision of the chairperson of any
General Meeting as to the validity of any instrument of proxy shall be final.

49. Representation of corporations at meetings
------------------------------------------

A corporation which is a Member may by written instrument authorize such person
as it thinks fit to act as its representative at any meeting of the Members and
the person so

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authorized shall be entitled to exercise the same powers on behalf
of the corporation which such person represents as that corporation could
exercise if it were an individual Member. Notwithstanding the foregoing, the
chairperson of the meeting may accept such assurances as she or he thinks fit as
to the right of any person to attend and vote at General Meetings on behalf of a
corporation which is a Member.

SHARE CAPITAL AND SHARES
------------------------

50. Rights of shares
----------------

(a) Subject to any special rights previously conferred on the holders of any
existing shares or class of shares, the share capital of the Company shall
be divided into shares of two classes, being 100 million common shares of
US$1.00 each (the "Common Shares") and 100 million preference shares of
US$1.00 each (the "Preference Shares"), which shall have the rights, terms,
restrictions and preferences set out in or determined in accordance with
these Bye-laws.

(b) The Common Shares shall be divided in 81,570,583 Full Voting Common Shares;
16,789,776 Diluted Voting Class I Common Shares; and 1,639,641 Diluted
Voting Class II Common Shares. The Diluted Voting Class I Common Shares
and the Diluted Voting Class II Common Shares shall have the rights, terms,
restrictions and preferences as set forth in Schedule A to these Bye-laws,
but otherwise the holders of Common Shares shall:

(i) be entitled to one vote per share;

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

(iii) in the event of a winding-up or dissolution of the Company,
whether voluntary or involuntary or for the purpose of a reorganization or
otherwise or upon any distribution of capital, be entitled to the surplus assets
of the Company; and

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

(c) The Board is authorized, subject to limitations prescribed by law, to issue
the Preference Shares in one or more series, and to fix the rights,
preferences, privileges and restrictions thereof, including but not limited
to dividend rates, conversion rights, voting rights, terms of redemption
(including sinking fund provisions), redemption prices and liquidation
preferences, and the number of shares constituting and the designation of
any such series, without further vote or action by the shareholders.

-16-

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

(i) The distinctive designation of that series and the number of Preference
Shares constituting that series, which number (except as otherwise
provided by the Board in the resolution establishing such series) may be
increased or decreased (but not below the number of shares of such series
then outstanding) from time to time by like action of the Board;

(ii) The rights in respect of dividends, if any, of such series of Preference
Shares, the extent of the preference or relation, if any, of such
dividends to the dividends payable on any other class or classes or any
other series of the same or other class or classes of shares of the
Company, and whether such dividends shall be cumulative or non-
cumulative;

(iii) The voting powers, if any, of the holders of any series of Preference
Shares generally or with respect to any particular matter, which may be
less than, equal to or greater than one vote per share, and which may,
without limiting the generality of the foregoing, include the right,
voting as a series by itself or together with the holders of any other
series of Preference Shares or all series of Preference Shares as a
class, or together with the holders of any other class of the capital
stock of the Company to elect one or more directors of the Company
(which, without limiting the generality of the foregoing, may include a
specified number or portion of the then-existing number of authorized
directorships of the Company or a specified number or portion of
directorships in addition to the then-existing number of authorized
directorships of the Company), generally or under such specific
circumstances and on such conditions, as shall be provided in the
resolution or resolutions of the Board adopted pursuant hereto;

(iv) Whether the Preference Shares may be redeemed and, if so, the terms and
conditions on which they may be redeemed (including, without limitation,
the dates upon or after which they may be redeemed, which price or prices
may be different in different circumstances or at different redemption
dates), and whether they may be redeemed at the option of the Company, at
the option of the holder, or at the option of both the Company and the
holder;

-17-


(v) The right, if any, of the holders of such series of Preference Shares to
convert the same into, or exchange the same for, shares of any other class
or classes or of any other series of the same or any other class or classes
of shares of the Company and the terms and conditions of such conversion or
exchange, including, without limitation, whether or not the number of
shares of such other class or series into which shares of such series may
be converted or exchanged shall be adjusted in the event of any share
split, stock dividend, subdivision, combination, reclassification or other
transaction or series of transactions affecting the class or series into
which such series of Preference Shares may be converted or exchanged;

(vi) The amounts, if any, payable upon the Preference Shares in the event of
voluntary liquidation, dissolution or winding up of the Company in
preference of shares of any other class or series or in the event of any
merger or consolidation of or sale of assets by the Company;

(vii) The terms of any sinking fund or redemption or purchase account, if any,
to be provided for shares of such series of Preference Shares; and

(viii) Any other relative rights, preferences, limitations and powers of that
series.

51. Power to issue shares
---------------------

(a) Subject to these Bye-laws and to any resolution of the Members to the
contrary and without prejudice to any special rights previously conferred
on the holders of any existing shares or class of shares, the Board shall
have power to issue any unissued shares of the Company on such terms and
conditions as it may determine.

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

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

-18-

52. Variation of rights and alteration of share capital
---------------------------------------------------

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

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

53. Registered holder of shares
---------------------------

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

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

54. Death of a joint holder
-----------------------

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

-19-

joint holder except in the case of the last survivor of such joint holders.

55. Share certificates
------------------

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

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

56. Calls on shares
---------------

(a) With respect to any shares which are not fully paid, the Board may from
time to time make such calls as it thinks fit upon the Members in respect
of any monies unpaid on any such shares allotted to or held by such Members
and, if a call is not paid on or before the day appointed for payment
thereof, the Member may at the discretion of the Board be liable to pay the
Company interest on the amount of such call at such rate as the Board may
determine, from the date when such call was payable up to the actual date
of payment. The joint holders of any such share shall be jointly and
severally liable to pay all calls in respect thereof.

(b) The Board may, on the issue of shares, differentiate between the holders as
to the amount of calls to be paid and the times of payment of such calls.

57. Forfeiture of shares
--------------------

(a) If any Member fails to pay, on the day appointed for payment thereof, any
call in respect of any share allotted to or held by such Member, the Board
may, at any time thereafter during such time as the call remains unpaid,
direct the Secretary to forward to such Member a notice in the form, or as
near thereto as circumstances admit, of Form "B" in the Appendix hereto.

(b) If the requirements of such notice are not complied with, any such share
may at any time thereafter before the payment of such call and the interest
due in respect thereof be forfeited by a resolution of the Board to that
effect, and such share shall thereupon become the property of the Company
and may be disposed of as the Board shall determine.

-20-

(c) A Member whose share or shares have been forfeited as aforesaid shall,
notwithstanding such forfeiture, be liable to pay to the Company all calls
owing on such share or shares at the time of the forfeiture and all
interest due thereon.

REGISTER OF MEMBERS
-------------------

58. Contents of Register of Members
-------------------------------

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

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

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

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

59. Inspection of Register of Members
---------------------------------

The Register of Members shall be open to inspection at the registered office of
the Company on every business day, subject to such reasonable restrictions as
the Board may impose, so that not less than two hours in each business day be
allowed for inspection.

The Register of Members may, after notice has been given by advertisement in an
appointed newspaper to that effect, be closed for any time or times not
exceeding in the whole thirty days in each year.

60. Determination of record dates
-----------------------------

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

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

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

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

61. Instrument of transfer
----------------------

(a) An instrument of transfer shall be in the form or as near thereto as
circumstances admit of Form "C" in the

-21-

Appendix hereto or in such other common form as the Board may accept. Such
instrument of transfer shall be signed by or on behalf of the transferor
and transferee provided that, in the case of a fully paid share, the Board
may accept the instrument signed by or on behalf of the transferor alone.
The transferor shall be deemed to remain the holder of such share until the
same has been transferred to the transferee in the Register of Members.

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

62. Restriction on transfer
-----------------------

(a) The Board shall refuse to register a transfer unless all applicable
consents, authorizations and permissions of any governmental body or agency
in Bermuda have been obtained.

(b) If the Board refuses to register a transfer of any share the Secretary
shall, within 10 days after the date on which the transfer was lodged with
the Company, send to the transferor and transferee notice of the refusal.

63. Transfers by joint holders
--------------------------

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

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

64. Representative of deceased Member
---------------------------------

In the case of the death of a Member the survivor or survivors where the
deceased Member was a joint holder, and the legal personal representatives of
the deceased Member where the deceased Member was a sole holder, shall be the
only persons recognized by the Company as having any title to the deceased
Member's interest in the shares.

Nothing herein contained shall release the estate of a deceased joint holder
from any liability in respect of any share which had been jointly held by such
deceased Member with other persons. Subject to the provisions of Section 52 of
the Act, for the purpose of this Bye-law, legal personal representative means
the executor or administrator of a deceased Member or such other person as the
Board may in its absolute discretion decide as

-22-

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

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

Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may be registered as a Member upon such evidence as the
Board may deem sufficient or may elect to nominate some person to be registered
as a transferee of such share, and in such case the person becoming entitled
shall execute in favour of such nominee an instrument of transfer in the form,
or as near thereto as circumstances admit, of Form "D" in the Appendix hereto.

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

Board shall, in either case, have the same right to decline or suspend
registration as it would have had in the case of a transfer of the share by that
Member before such Member's death or bankruptcy, as the case may be.

DIVIDENDS AND OTHER DISTRIBUTIONS
---------------------------------

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

Subject to these Bye-laws, the Board may, in accordance with Section 54 of the
Act, declare a dividend to be paid to the Members, in proportion to the number
of shares held by them, and such dividend may be paid in cash or wholly or
partly in specie in which case the Board may fix the value for distribution in
specie of any assets.

67. Other distributions
-------------------

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

68. Reserve fund
------------

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

69. Deduction of Amounts due to the Company
---------------------------------------

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

-23-

CAPITALIZATION
--------------

70. Issue of bonus shares
---------------------

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

(b) The Company may capitalize any sum standing to the credit of a reserve
account or sums otherwise available for dividend or distribution by
applying such amounts in paying up in full partly paid shares of those
Members who would have been entitled to such sums if they were distributed
by way of dividend or distribution.

ACCOUNTS AND FINANCIAL STATEMENTS
---------------------------------

71. Records of account
------------------

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

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

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

(c) the assets and liabilities of the Company.

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

72. Financial year end
------------------

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

73. Financial statements
--------------------

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

-24-

AUDIT
-----

74. Appointment of Auditor
----------------------

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

75. Remuneration of Auditor
-----------------------

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

76. Vacation of office of Auditor
-----------------------------

If the office of Auditor becomes vacant by the resignation or death of the
Auditor, or by the Auditor becoming incapable of acting by reason of illness or
other disability at a time when the Auditor's services are required, the Board
shall, as soon as practicable, convene a special General Meeting to fill the
vacancy thereby created.

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

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

78. Report of the Auditor
---------------------

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

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

(c) The generally accepted auditing standards referred to in sub-paragraph (b)
of this Bye-law may be those of a country or jurisdiction other than
Bermuda as shall be determined by the Board. If so, the financial
statements and the report of the

-25-

Auditor must disclose this fact and name such country or jurisdiction.

NOTICES
-------

79. Notices to Members of the Company
---------------------------------

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

80. Notices to joint Members
------------------------

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

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

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

SEAL OF THE COMPANY
-------------------

82. The seal
--------

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

-26-

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

The seal of the Company shall not be affixed to any instrument except attested
by the signature of a Director and the Secretary or any two Directors, provided
that any Director, or Officer, may affix the seal of the Company attested by
such Director or Officer's signature only to any authenticated copies of these
Bye-laws, the incorporating documents of the Company, the minutes of any
meetings or any other documents required to be authenticated by such Director or
Officer.

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

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

If the Company shall be wound up the liquidator may, with the sanction of a
resolution of the Members, divide amongst the Members in specie or in kind the
whole or any part of the assets of the Company (whether they shall consist of
property of the same kind or not) and may, for such purpose, set such value as
he or she deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like sanction, vest
the whole or any part of such assets in trustees upon such trusts for the
benefit of the Members as the liquidator shall think fit, but so that no Member
shall be compelled to accept any shares or other securities or assets whereon
there is any liability.

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

85. Alteration of Bye-laws
----------------------

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

-27-

SCHEDULE A TO AMENDED AND RESTATED BYE-LAWS
-------------------------------------------

DESIGNATIONS, NUMBER, VOTING POWERS; PREFERENCES AND RIGHTS
OF
DILUTED VOTING CLASS I COMMON SHARES
AND
DILUTED VOTING CLASS II COMMON SHARES

1. Designation and Amount.
----------------------

The shares of each such series shall be designated (i) the Diluted Voting Class
I Common Shares, par value $1.00 per share (the "Diluted Voting I Shares"), and
(ii) the Diluted Voting Class II Common Shares, par value $1.00 per share (the
"Diluted Voting II Shares"). The number of shares constituting the Diluted
Voting I Shares shall be 4,199,191 shares. The number of shares constituting
the Diluted Voting II Shares shall be 1,454,109 shares.

2. General.
-------

Except as provided in items 3 and 4 below, each Diluted Voting I Share and each
Diluted Voting II Share shall be entitled to the same rights, and be subject to
the same restrictions, as the Full Voting Common Shares as set forth in these
Bye-laws.

3. Voting.
------

A. Diluted Voting I Shares. Except as set forth below, holders of Diluted
-----------------------
Voting I Shares shall be entitled to one vote for each Diluted Voting I Share
held at each meeting of shareholders of the Company with respect to any and all
matters presented to the shareholders of the Company for their action or
consideration and upon which such holder is entitled to vote in accordance with
these Bye-Laws. Except as provided by law or these Bye-laws, holders of Diluted
Voting I Shares shall vote together with the holders of Common Shares and
Diluted Voting II Shares as a single class.

Except as required by law and in respect of a vote contemplated by
Bye-law 43(b)(1), each holder of issued and outstanding Diluted Voting I Shares
shall be entitled to a fixed voting interest in the Company of up to 9.9% of all
outstanding voting rights attached to the Common Shares, inclusive of the
percentage interest in the Company represented by Controlled Common Shares (as
defined below) owned by the holder thereof from time to time, but in no event
greater than one vote for each Diluted Voting I Share so held, at each meeting
of shareholders of the Company with respect to any and all matters presented to
the shareholders of the Company for their action or consideration and upon which
such holder is entitled to vote in accordance with these Bye-laws.


B. Diluted Voting II Shares. Except as required by law and in respect of a
------------------------
vote contemplated by Bye-law 43(b)(1), holders of Diluted Voting II Shares shall
be entitled to one-third of a vote for each Diluted Voting II Share held,

provided, that in no event shall a holder of Diluted Voting II Shares have
- --------
greater than 9.9% of all outstanding voting rights attached to the Common
Shares, inclusive of the percentage interest in the Company represented by
Controlled Common Shares, at each meeting of shareholders of the Company with
respect to any and all matters presented to the shareholders of the Company for
their action or consideration and upon which such holder is entitled to vote in
accordance with these Bye-laws.

Except as provided by law or these Bye-laws, holders of Diluted Voting
II Shares shall vote together with the holders of Common Shares and Diluted
Voting I Shares as a single class.

C. As used herein, with respect to any holder of Diluted Voting Shares,
"Controlled Common Shares" means Common Shares owned directly, indirectly or
constructively by such holder within the meaning of Section 958 of the U.S.
Internal Revenue Code of 1986, as amended, and applicable rules and regulations
thereunder.

4. Conversion.
----------

Following a sale, transfer, exchange or other disposition of any Diluted Voting
I Shares or Diluted Voting II Shares by a holder thereof, the Diluted Voting I
Shares and Diluted Voting II Shares are convertible into an equal number of Full
Voting Common Shares on a one-for-one basis at the option of the purchaser or
transferee thereof upon two days prior written notice to the Company.

-2-


APPENDIX - FORM A (Bye-law 48)
-----------------


P R 0 X Y
----------

I

of
the holder of share in the above-named
Company hereby appoint .......................................
or failing her or him..........................................
or failing her or
him............................................................
as my proxy to vote on my behalf at the General Meeting of the Company to be
held on the day of , 19
and at any adjournment thereof.



Dated this day of , 19


*GIVEN under the seal of the company


*Signed by the above-named


..................................................


..................................................

Witness



*Delete as applicable.


A-1

APPENDIX - FORM B (Bye-law 57)
------------------------------

NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL
- ---------------------------------------------------------

You have failed to pay the call of [amount of call] made on the ...... day of
........, 19.. last, in respect of the [number] share(s) [numbers in figures]
standing in your name in the Register of Members of the Company, on the ......
day of ........., 19.. last, the day appointed for payment of such call. You
are hereby notified that unless you pay such call together with interest thereon
at the rate of .............. per annum computed from the said ....... day of
19... last, on or before the ....... day of ..............19... next at the
place of business of the said Company the share(s) will be liable to be
forfeited.

Dated this ....... day of .............., 19...

[Signature of Secretary]

By order of the Board


A-2

APPENDIX - FORM C (Bye-law 61)
-----------------

TRANSFER OF A SHARE OR SHARES
------------------------------

FOR VALUE RECEIVED .................................... [amount]

[transferor]

hereby sell assign and transfer unto ...........................

[transferee]

of .....................................................[address]

[number of shares]

shares of

...............................................[name of Company]

Dated ...................

(Transferor)

In the presence of:

....................

(Witness)

(Transferee)

In the presence of:

...........................

(Witness)


A-3

APPENDIX - Form D (Bye-law 65)
------------------------------

TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH OF A MEMBER
- -----------------------------------------------------------

I/We having become entitled in consequence of the death of [name of the deceased
Member] to [number] share(s) numbered [number in figures] standing in the
register of members of [Company] in the name of the said [name of deceased
Member] instead of being registered myself/ourselves elect to have [name of
transferee] (the "Transferee") registered as a transferee of such share(s) and
I/we do hereby accordingly transfer the said share(s) to the Transferee to hold
the same unto the Transferee her or his executors administrators and assigns
subject to the conditions on which the same were held at the time of the
execution thereof; and the Transferee does hereby agree to take the said
share(s) subject to the same conditions.

WITNESS our hands this ........ day of ..........., 19...

Signed by the above-named )
[person or persons entitled] )
in the presence of: )



Signed by the above-named )
[transferee] )
in the presence of: )

A-4

TABLE OF CONTENTS


Bye-Law Page
----
1. Interpretation................................................. 1
2. Board of Directors............................................. 3
3. Management of the Company...................................... 3
4. Power to appoint managing director or chief
executive officer.............................................. 3
5. Power to appoint manager....................................... 3
6. Power to authorize specific actions............................ 3
7. Power to appoint attorney...................................... 4
8. Power to delegate to a committee............................... 4
9. Power to appoint and dismiss employees......................... 4
10. Power to borrow and charge property............................ 4
11. Power to purchase shares of the Company........................ 5
12. Election of Directors.......................................... 5
13. Defects in appointment of Directors............................ 5
14. Alternate Directors............................................ 5
15. Removal of Directors........................................... 6
16. Vacancies on the Board......................................... 6
17. Notice of meetings of the Board................................ 7
18. Quorum at meetings of the Board................................ 7
19. Meetings of the Board.......................................... 7
20. Unanimous written resolutions.................................. 7
21. Contracts and disclosure of Directors' interests............... 7
22. Remuneration of Directors...................................... 8
23. Officers of the Company........................................ 8
24. Appointment of Officers........................................ 8
25. Remuneration of Officers....................................... 9
26. Duties of Officers............................................. 9
27. Chairperson of meetings........................................ 9
28. Register of Directors and Officers............................. 9
29. Obligations of Board to keep minutes........................... 10
30. Indemnification of Directors and Officers
of the Company................................................. 10
31. Waiver of claim by Member...................................... 10
32. Notice of annual General Meeting............................... 11
33. Notice of Special General Meeting.............................. 11
34. Accidental omission of notice of General Meeting............... 11
35. Meeting called on requisition of Members....................... 11
36. Short notice................................................... 11
37. Postponement of meetings....................................... 12
38. Quorum for General Meeting..................................... 12
39. Adjournment of meetings........................................ 12
40. Attendance at meetings......................................... 12
41. Written resolutions............................................ 12
42. Attendance of Directors........................................ 13
43. Voting at meetings............................................. 13
44. Voting on show of hands........................................ 14
45. Decision of chairperson........................................ 14
46. Demand for a poll.............................................. 14



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47. Seniority of joint holders voting.............................. 15
48. Instrument of proxy............................................ 15
49. Representation of corporations at meetings..................... 15
50. Rights of shares............................................... 16
51. Power to issue shares.......................................... 18
52. Variation of rights and alteration of share capital............ 19
53. Registered holder of shares.................................... 19
54. Death of a joint holder........................................ 19
55. Share certificates............................................. 20
56. Calls on shares................................................ 20
57. Forfeiture of shares........................................... 20
58. Contents of Register of Members................................ 21
59. Inspection of Register of Members.............................. 21
60. Determination of record dates.................................. 21
61. Instrument of transfer......................................... 21
62. Restriction on transfer........................................ 22
63. Transfers by joint holders..................................... 22
64. Representative of deceased Member.............................. 22
65. Registration on death or bankruptcy............................ 23
66. Declaration of dividends by the Board.......................... 23
67. Other distributions............................................ 23
68. Reserve fund................................................... 23
69. Deduction of Amounts due to the Company........................ 23
70. Issue of bonus shares.......................................... 24
71. Records of account............................................. 24
72. Financial year end............................................. 24
73. Financial statements........................................... 24
74. Appointment of Auditor......................................... 25
75. Remuneration of Auditor........................................ 25
76. Vacation of office of Auditor.................................. 25
77. Access to books of the Company................................. 25
78. Report of the Auditor.......................................... 25
79. Notices to Members of the Company.............................. 26
80. Notices to joint Members....................................... 26
81. Service and delivery of notice................................. 26
82. The seal....................................................... 26
83. Manner in which seal is to be affixed.......................... 27
84. Winding up/distribution by liquidator.......................... 27
85. Alteration of Bye-laws......................................... 27


Schedule A to Amended and Restated Bye-Laws


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