Exhibit 3.2
Amended Bye-law 45
45. Limitation on voting rights of Controlled Shares
(1) Except as provided in the other paragraphs of this Bye-law 45, every
Member of record owning shares conferring the right to vote present in person or
by proxy shall have one vote, or such other number of votes as may be specified
in the terms of the issue and rights and privileges attaching to such shares or
in these Bye-laws, for each such share registered in such Member's name.
(2) If, as a result of giving effect to the foregoing provisions of this
Bye-law 45 or otherwise, the votes conferred by the Controlled Shares, directly
or indirectly or by attribution, to any U.S. Person would otherwise represent
more than 9.9% of the voting power of all shares entitled to vote generally at
an election of Directors, the votes conferred by the Controlled Shares on such
U.S. Person shall be reduced by whatever amount is necessary so that after any
such reduction the votes conferred by the Controlled Shares to such U.S. Person
shall constitute 9.9% of the total voting power of all shares of the Company
entitled to vote generally at any election of Directors (provided, however, that
(a) votes shall be reduced only (i) in shares of the Company, if any, held by
such U.S. Person within the meaning of Section 958(a) of the Internal Revenue
Code of 1986, as amended (the "Code") and (ii) in shares of the Company if any
(other than shares held directly by the H&F Funds or the WP Funds) held by such
U.S. Person within the meaning of Section 958(b) of the Code, (b) votes shall be
reduced in shares of the Company held directly by the H&F Funds and the WP Funds
only if and to the extent that reductions in the vote of other shares do not
result in satisfaction of the 9.9% threshold set forth in this paragraph (2),
(c) such reduction (or portion thereof) in votes conferred by shares held
directly by an H&F Fund shall not be effective on or after such date, if any, as
such H&F Fund reasonably objects in writing to such reduction (or portion
thereof) after reasonable notice given to such H&F Fund in advance (to the
extent feasible) of any meeting of shareholders (which notice the Company shall
provide in writing) and (d) such reduction (or portion thereof) in votes
conferred by shares held directly by a WP Fund shall not be effective on or
after such date, if any, as such WP Fund reasonably objects in writing to such
reduction (or portion thereof) after reasonable notice given to such WP Fund in
advance (to the extent feasible) of any meeting of shareholders (which notice
the Company shall provide in writing)).
(3) (a) "Controlled Shares" in reference to any person means all shares
of the Company directly, indirectly or constructively owned by
such person within the meaning of Section 958 of the Code;
(b) "U.S. Person" means a United States person as defined in Section
7701(a)(30) of the Code;
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(c) "H&F Fund" means the Hellman & Friedman parties to the
Shareholders Agreement by and among the Company and certain
investors dated as of November 20, 2001 (the "Shareholders
Agreement"); and
(d) "WP Fund" means the Warburg Pincus parties to the Shareholders
Agreement.
(4) Upon written notification by a Member to the Board, the number of votes
conferred by the total number of shares held directly by such Member shall be
reduced to that percentage of the total voting power of the Company, as so
designated by such Member (subject to acceptance of such reduction by the Board
in its sole discretion), so that (and to the extent that) such Member may meet
any applicable insurance or other regulatory requirement or voting threshold or
limitation that may be applicable to such Member or to evidence that such
person's voting power is no greater than such threshold.
(5) Notwithstanding the foregoing provisions of this Bye-law 45, after
having applied such provisions as best as they consider reasonably practicable,
the Board may make such final adjustments to the aggregate number of votes
conferred, directly or indirectly or by attribution, by the Controlled Shares on
any U.S. Person that they consider fair and reasonable in all the circumstances
to ensure that such votes represent 9.9% (or the percentage designated by a
Member pursuant to paragraph (4) of this Bye-law 45) of the aggregate voting
power of the votes conferred by all the shares of the Company entitled to vote
generally at any election of Directors. Such adjustments intended to implement
the 9.9% limitation set forth in paragraph (2) of this Bye-law 45 shall be
subject to the proviso contained in such paragraph (2), but adjustments intended
to implement the limitation set forth in a notification pursuant to paragraph
(4) of this Bye-law 45 shall not be subject to the proviso contained in
paragraph (2).
(6) Each Member shall provide the Company with such information as the
Company may reasonably request so that the Company and the Board may make
determinations as to the ownership (direct or indirect or by attribution) of
Controlled Shares to such Member or to any person to which Shares may be
attributed as a result of the ownership of Shares by such Member.
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Amended Bye-law 75
75. Certain Subsidiaries
With respect to any company incorporated under the laws of Bermuda,
Barbados or the Cayman Islands all of the voting shares of which are owned
(directly or indirectly through subsidiaries) by the Company, and any other
subsidiary of the Company designated by the Board of the Company (together, the
"Designated Companies"), the board of directors of each such Designated Company
shall consist of the persons who have been elected by the Members as Designated
Company Directors. Notwithstanding the general authority set out in Bye-law
2(1), the Board shall vote all shares owned by the Company in each Designated
Company to ensure the constitutional documents of such Designated Company
require such Designated Company Directors to be elected as the directors of such
Designated Company, and to elect such Designated Company Directors as the
directors of such Designated Company. The Company shall enter into agreements
with each such Designated Company to effectuate or implement this Bye-law.