
<PAGE>

                                                                     Exhibit 3.2

                                    BYE-LAWS

                                       of

                                  BUNGE LIMITED
<PAGE>

                                       (i)

                                TABLE OF CONTENTS


Bye-Law                                                                     Page
-------                                                                     ----

           INTERPRETATION
1          Interpretation......................................................1

           BOARD OF DIRECTORS
2          Board of Directors..................................................2
3          Management of the Company...........................................3
4          Power to appoint manager............................................3
5          Power to authorise specific actions.................................3
6          Power to appoint attorney...........................................3
7          Power to delegate to a committee....................................3
8          Power to appoint and dismiss employees..............................4
9          Power to borrow and charge property.................................4
10         Exercise of power to purchase shares of
              or discontinue the Company.......................................4
11         Election of Directors...............................................4
12         Defects in appointment of Directors.................................5
13         Alternate Directors.................................................5
14         Removal of Directors................................................5
15         Vacancies on the Board..............................................5
16         Notice of meetings of the Board.....................................6
17         Quorum at meetings of the Board.....................................6
18         Meetings of the Board...............................................6
19         Unanimous written resolutions.......................................6
20         Contracts and disclosure of Directors' interests....................7
21         Remuneration of Directors and Members of Committees.................7

           OFFICERS
22         Officers of the Company.............................................7
23         Appointment of Officers.............................................7
24         Remuneration of Officers............................................8
25         Duties of Officers..................................................8
26         Chairman of meetings................................................8
27         Register of Directors and Officers..................................8

           MINUTES
28         Obligations of Board to keep minutes................................8
<PAGE>

                                      (ii)

          INDEMNITY
29        Indemnification of Directors and Officers of the Company.............9
30        Waiver of claim by Member............................................9

          MEETINGS
31        Notice of annual general meeting.....................................9
32        Notice of special general meeting....................................9
33        Accidental omission of notice of general meeting....................10
34        Meeting called on requisition of members............................10
35        Short notice........................................................10
36        Postponement and Cancellation of meetings...........................10
37        Quorum for general meeting..........................................10
38        Adjournment of meetings.............................................10
39        Written resolutions.................................................11
40        Attendance of Directors.............................................11
41        Voting at meetings..................................................11
42        Voting by poll......................................................12
43        Manner of taking a poll.............................................12
44        Ballot procedures...................................................12
45        Seniority of joint holders voting...................................12
46        Instrument of proxy.................................................12
47        Representation of corporations at meetings..........................13
48        Security at General Meetings........................................13

          SHARE CAPITAL AND SHARES
49        Rights of shares....................................................13
50        Power to issue shares...............................................15
51        Variation of rights, alteration of share capital
            and purchase of shares of the Company.............................17
52        Registered holder of shares.........................................17
53        Death of a joint holder.............................................18
54        Share certificates..................................................18
55        Calls on shares.....................................................18
56        Forfeiture of Shares................................................19

          REGISTER OF MEMBERS
57        Contents of Register of Members.....................................19
58        Branch Register of Members..........................................20
59        Inspection of Register of Members...................................20
60        Determination of record dates.......................................20
<PAGE>

                                      (iii)

          TRANSFER OF SHARES
61        Instrument of transfer..............................................20
62        Restriction on transfer.............................................20
63        Transfers by joint holders..........................................21

          TRANSMISSION OF SHARES
64        Representative of deceased Member...................................21
65        Registration on death or bankruptcy.................................21

          DIVIDENDS AND OTHER DISTRIBUTIONS
66        Declaration of dividends by Board...................................21
67        Other distributions.................................................21
68        Reserve fund........................................................22
69        Deduction of amounts due to the Company.............................22

          CAPITALISATION
70        Issue of bonus shares...............................................22
22
          ACCOUNTS AND FINANCIAL STATEMENTS
71        Records of account..................................................22
72        Financial year end..................................................22
73        Financial statements................................................23

          AUDIT
74        Appointment of Auditor..............................................23
75        Remuneration of Auditor.............................................23
76        Vacation of office of Auditor.......................................23
77        Access to books of the Company......................................23
78        Report of the Auditor...............................................23

          NOTICES
79        Notices to Members of the Company...................................24
80        Notices to joint Members............................................24
81        Service and delivery of notice......................................24

          SEAL OF THE COMPANY
82        The seal............................................................24
83        Manner in which seal is to be affixed...............................25

          WINDING-UP
84        Winding-up/distribution by liquidator...............................25

          BUSINESS COMBINATIONS
85        Business combinations...............................................25
<PAGE>

                                      (iv)

          ALTERATION OF BYE-LAWS
86        Alteration of Bye-laws..............................................26

Schedule - Form A (Bye-law 48)................................................27
Schedule - Form B (Bye-law 57)................................................28
Schedule - Form C (Bye-law 61)................................................29
Schedule - Form D (Bye-law 65)................................................30
<PAGE>

                                 INTERPRETATION

1.          INTERPRETATION

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

                  (a)   "Act" means the Companies Act 1981 as amended or
                        re-enacted from time to time;

                  (b)   "Auditor" includes any individual or partnership or any
                        other person;

                  (c)   "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;

                  (d)   "Company" means Bunge Limited, being the company for
                        which these Bye-laws are approved and confirmed;

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

                  (f)   "Group" means the Company and every company and other
                        entity which is for the time being controlled by the
                        Company (for these purposes, "control" means the power
                        to direct the management or policies of the person in
                        question, whether by means of an ownership interest or
                        otherwise);

                  (g)   "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;

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

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

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

                  (k)   "Register of Members" means the principal register and,
                        where applicable, any branch register of Members
                        referred to in these Bye-laws;

                  (l)   "Registration Office" means such place as the Board may
                        from time to time determine to keep a branch register of
                        Members and where

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                                       2


                        (except in cases where the Board otherwise directs) the
                        transfers or other documents of title may be lodged for
                        registration;

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

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

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

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

                  (b)   words denoting the masculine gender include the feminine
                        gender;

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

                  (d)   the word:-

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

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

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

            (3) In these Bye-laws, expressions referring to writing or written
shall, unless the contrary intention appears, include facsimile, printing,
lithography, photography and other modes of representing words in a visible
form.

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

                               BOARD OF DIRECTORS

2.          BOARD OF DIRECTORS

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

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                                       3


3.            MANAGEMENT OF THE COMPANY

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

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

              (3) The Board may from time to time appoint a chief executive
officer who shall, subject to the control of the Board, supervise and administer
the general business and affairs of the Company.

4.            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.

5.            POWER TO AUTHORISE SPECIFIC ACTIONS

              The Board may from time to time and at any time authorise any
person to act on behalf of the Company for any specific purpose and in
connection therewith to execute any agreement, document or instrument on behalf
of the Company.

6.            POWER TO APPOINT ATTORNEY

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

7.            POWER TO DELEGATE TO A COMMITTEE

              The Board may delegate any of its powers to a committee appointed
by the Board which may consist partly or entirely of non-Directors and every
such committee shall conform to such directions as the Board shall impose on
them. The meetings and proceedings of any such committee shall be governed by
the provisions of these Bye-laws regulating the meetings and proceedings of the
Board, so far as the same are applicable and are not superseded by directions
imposed by the Board.

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                                       4


8.            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.

9.            POWER TO BORROW AND CHARGE PROPERTY

              Subject to the requirements of any exchange on which the shares of
the Company are listed, 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.

10.           EXERCISE OF POWER TO PURCHASE SHARES OF OR DISCONTINUE THE COMPANY

              (1) The Board may exercise all the powers of the Company to
purchase all or any part of its own shares pursuant to section 42A of the Act.

              (2) The Board may, with the approval of a resolution of the
Members, exercise all the powers of the Company to discontinue the Company to a
named country or jurisdiction outside Bermuda pursuant to section 132G of the
Act.

11.           ELECTION OF DIRECTORS

              (1) The Board shall consist of not less than five Directors and
not more than eleven Directors or such number in excess thereof as the Board and
the Members may from time to time determine. No more than the lesser of (a)
one-third of the Directors and (b) two of the Directors shall be employees of
the Company or any other entity in the Group. The Directors shall be divided
into three classes designated Class I, Class II and Class III. Each class of
Directors shall consist, as nearly as possible, of one-third of the total number
of Directors constituting the entire Board. At the general meeting at which
these Bye-laws are adopted, the Class I Directors shall be elected for a three
year term of office, the Class II Directors shall be elected for a two year term
of office and the Class III Directors shall be elected for a one year term of
office. At each succeeding annual general meeting, successors to the class of
Directors whose term expires at that annual general meeting shall be elected for
a three year term. If the number of Directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
Directors in each class as nearly equal as possible, and any Director of any
class elected to fill a vacancy shall hold office for a term that shall coincide
with the remaining term of the other Directors of that class, but in no case
shall a decrease in the number of Directors shorten the term of any Director
then in office. A Director shall hold office until the annual general meeting
for the year in which his term expires, subject to his office being vacated
pursuant to Bye-law 15(3).

              (2) Where any person, other than a Director retiring at the
meeting or a person proposed for re-election or election as a Director by the
Board, is to be proposed for election as a Director, notice must be given to the
Company of the intention to propose him and of his willingness to serve as a
Director. That notice must be given not later than (a) 90 days before the first
anniversary of the last annual general meeting prior to the giving of the notice
or (b) 10 days

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                                       5


after the notice of the meeting at which Directors are to be elected is given,
whichever is the earlier.

12.           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.

13.           ALTERNATE DIRECTORS

              No Director may appoint a person or persons to act as a Director
in the alternative to himself.

14.           REMOVAL OF DIRECTORS

              (1) Subject to any provision to the contrary in these Bye-laws,
the Members entitled to vote for the election of Directors may, at any special
general meeting convened and held in accordance with these Bye-laws, remove a
Director with cause, 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 a summary of the facts justifying the removal 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.

              (2) Subject to any provisions 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 without cause by a resolution of the
Members including the affirmative votes of not less than 66% of all votes
attaching to all shares then in issue entitling the holder to attend and vote on
the resolution in question, provided that the notice for 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.

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

15.           VACANCIES ON THE BOARD

              (1) The Board shall have the power from time to time and at any
time to appoint any person as a Director to fill a vacancy on the Board
occurring pursuant to subparagraph (3) of this Bye-law.

              (2) The Board may act notwithstanding any vacancy in its number
but, if and so long as its number is reduced below the number fixed by these
Bye-laws as the quorum necessary for the transaction of business at meetings of
the Board, the continuing Directors or

<PAGE>
                                       6


Director may act for the purpose of (i) summoning a general meeting of the
Company or (ii) preserving the assets of the Company.

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

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

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

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

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

16.           NOTICE OF MEETINGS OF THE BOARD

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

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

17.           QUORUM AT MEETINGS OF THE BOARD

              The quorum necessary for the transaction of business at a meeting
of the Board shall be five Directors or such other number as determined by the
Company in general meeting.

18.           MEETINGS OF THE BOARD

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

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

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

19.           UNANIMOUS WRITTEN RESOLUTIONS

              A resolution in writing signed by all the Directors which may be
in counterparts, shall be as valid as if it had been passed at a meeting of the
Board duly called and constituted, such

<PAGE>
                                       7


resolution to be effective on the date on which the last Director signs the
resolution.

20.           CONTRACTS AND DISCLOSURE OF DIRECTORS' INTERESTS

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

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

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

              (4) If a declaration is made pursuant to this Bye-law by the
chairman of the relevant Board meeting, he shall not act as chairman in respect
of the conduct of the business at the meeting in which he is interested and the
other Directors shall appoint a chairman (who is not so interested) to act as
chairman in respect of that business. The chairman so appointed may determine
whether to disqualify a Director or not under the provisions of sub-paragraph
(3) of this Bye-law. After the business in which he is interested has been
concluded, the chairman of the relevant Board meeting shall resume his position
as chairman of the meeting.

21.           REMUNERATION OF DIRECTORS AND MEMBERS OF COMMITTEES

              The remuneration (if any) of the Directors and of any members of
any committees appointed by the Board shall be determined by the Board and shall
be deemed to accrue from day to day. The Directors and members of committees 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 or committee members generally.

                                    OFFICERS

22.           OFFICERS OF THE COMPANY

              The Officers of the Company shall consist of a Chairman and a
Deputy Chairman, a Secretary and such additional Officers as the Board may from
time to time determine all of whom shall be deemed to be Officers for the
purposes of these Bye-laws.

23.           APPOINTMENT OF OFFICERS

              (1) The Board shall appoint a Chairman and a Deputy Chairman, who
shall be Directors, for such term as the Board may by resolution determine. The
Chairman and Deputy Chairman of the Board shall hold office until their term of
office expires whereupon they shall

<PAGE>
                                       8


retire from office but shall be eligible for re-election by the Board. The Board
may at any time by resolution dismiss the Chairman or Deputy Chairman
respectively and may appoint another Director to the vacated office. The Board
may by resolution appoint a Director to fill the office of Chairman or Deputy
Chairman vacated by the death or resignation of the existing incumbent.

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

24.           REMUNERATION OF OFFICERS

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

25.           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.

26.           CHAIRMAN OF MEETINGS

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

27.           REGISTER OF DIRECTORS AND OFFICERS

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

                                     MINUTES

28.           OBLIGATIONS OF BOARD TO KEEP MINUTES

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

                  (a)   of all elections and appointments of Officers;

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

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

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

<PAGE>
                                       9


                                    INDEMNITY

29.           INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

              The Directors, Secretary and other Officers (such term to include,
for the purposes of Bye-laws 29 and 30, any person appointed to any committee by
the Board) for the time being acting in relation to any of the affairs of the
Company and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Company and every one of them, and their
heirs, executors and administrators, shall be indemnified and secured harmless
out of the assets of the Company from and against all actions, costs, charges,
losses, damages and expenses which they or any of them, their heirs, executors
or administrators, shall or may incur or sustain by or by reason of any act
done, concurred in or omitted in or about the execution of their duty, or
supposed duty, or in their respective offices or trusts, and none of them shall
be answerable for the acts, receipts, neglects or defaults of the others of them
or for joining in any receipts for the sake of conformity, or for any bankers or
other persons with whom any moneys or effects belonging to the Company shall or
may be lodged or deposited for safe custody, or for insufficiency or deficiency
of any security upon which any moneys of or belonging to the Company shall be
placed out on or invested, or for any other loss, misfortune or damage which may
happen in the execution of their respective offices or trusts, or in relation
thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect
of any fraud or dishonesty which may attach to any of said persons.

30.           WAIVER OF CLAIM BY MEMBER

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

                                    MEETINGS

31.           NOTICE OF ANNUAL GENERAL MEETING

              The annual general meeting of the Company shall be held in each
year at such time and place as the Chairman or the Board shall appoint. At least
21 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 (if applicable), and as far as practicable,
the other business to be conducted at the meeting.

32.           NOTICE OF SPECIAL GENERAL MEETING

              The Chairman 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 21 days' notice which shall state the date, time, place and the
general nature of the business to be considered at the meeting.

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                                       10


33.           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.

34.           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.

35.           SHORT NOTICE

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

36.           POSTPONEMENT AND CANCELLATION OF MEETINGS

              The Secretary may postpone or cancel any general meeting called in
accordance with the provisions of these Bye-laws (other than a meeting
requisitioned under these Bye-laws) provided that notice of postponement or
cancellation 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.

37.           QUORUM FOR GENERAL MEETING

              At any general meeting of the Company two or more persons present
in person at the start of the meeting and representing in person or by proxy in
excess of one-half of such of the paid-up share capital of the Company as at the
date of the general meeting carries the right to vote at general meetings of the
Company shall form a quorum for the transaction of business, PROVIDED that if
the Company shall at any time have only one Member, one Member present in person
or by proxy shall form a quorum for the transaction of business at any general
meeting of the Company held during such time. If within half an hour from the
time appointed for the meeting a quorum is not present, the meeting shall stand
adjourned to the same day one week later, at the same time and place or to such
other day, time or place as the Secretary may determine.

38.           ADJOURNMENT OF MEETINGS

              (1) The chairman of a general meeting may, with the consent of the
Members at any general meeting at which a quorum is present (and shall if so
directed), adjourn the meeting.

              (2) Unless the meeting is adjourned to a specific date, time and
place, 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. No business shall be transacted at

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                                       11


any adjourned meeting except business which might lawfully have been transacted
at the meeting from which the adjournment took place.

39.           WRITTEN RESOLUTIONS

              (1) Subject to subparagraph (6) of this Bye-law, anything which
may be done by resolution of the Company in general meeting or by resolution of
a meeting of any class of the Members of the Company, may, without a meeting and
without any previous notice being required, be done by resolution in writing
signed by, or, in the case of a Member that is a corporation whether or not a
company within the meaning of the Act, on behalf of, all the Members who at the
date of the resolution would be entitled to attend the meeting and vote on the
resolution.

              (2) A resolution in writing may be signed by, or, in the case of a
Member that is a corporation whether or not a company within the meaning of the
Act, on behalf of, all the Members, or any class thereof, in as many
counterparts as may be necessary.

              (3) For the purposes of this Bye-law, the date of the resolution
is the date when the resolution is signed by, or, in the case of a Member that
is a corporation whether or not a company within the meaning of the Act, on
behalf of, the last Member to sign and any reference in any Bye-law to the date
of passing of a resolution is, in relation to a resolution made in accordance
with this Bye-law, a reference to such date.

              (4) A resolution in writing made in accordance with this Bye-law
is as valid as if it had been passed by the Company in general meeting or by a
meeting of the relevant class of Members, as the case may be, and any reference
in any Bye-law to a meeting at which a resolution is passed or to Members voting
in favour of a resolution shall be construed accordingly.

              (5) A resolution in writing made in accordance with this Bye-law
shall constitute minutes for the purposes of sections 81 and 82 of the Act.

              (6) This Bye-law shall not apply to:-

                  (a)   a resolution passed pursuant to section 89(5) of the
                        Act; or

                  (b)   a resolution passed for the purpose of removing a
                        Director before the expiration of his term of office
                        under these Bye-laws.

40.           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.

41.           VOTING AT MEETINGS

              (1) Subject to the provisions of the Act and these Bye-laws, any
question proposed for the consideration of the Members at any general meeting
shall be decided by the affirmative votes of a majority of the votes cast in
accordance with the provisions of these Bye-

<PAGE>
                                       12


laws and in the case of an equality of votes the resolution shall fail.

              (2) No Member shall be entitled to vote at any general meeting
unless such Member has paid all the calls on all shares held by such Member.

42.           VOTING BY POLL

              (1) At any general meeting of the Company, all resolutions and all
questions proposed for the consideration of the Members shall be decided on a
poll.

              (2) Where a poll is taken, 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 entitled to be voted
on such matter of which such person is the holder or for which such person holds
a proxy and such vote shall be counted in the manner set out in Bye-Law 44 and
the result of such poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. A person entitled to more than one vote need not
use all his votes or cast all the votes he uses in the same way.

43.           MANNER OF TAKING A POLL

              A poll taken in accordance with the provisions of Bye-law 42, for
the purpose of electing a chairman of the meeting or on a question of
adjournment, shall be taken forthwith and a poll demanded on any other question
shall be taken at such meeting in such manner and at such time and place as the
chairman of the meeting (or acting chairman) may direct and any business other
than that upon which a poll is to be taken may be proceeded with pending the
taking of the poll.

44.           BALLOT PROCEDURES

              Where a vote is taken by poll, each person present and entitled to
vote shall be furnished with a ballot paper on which such person shall record
his or her vote in such manner as shall be determined at the 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 as the chairman of the
meeting may direct and in default of any direction by a committee of not less
than two Members or proxy holders appointed by the chairman of the meeting for
the purpose and the result of the poll shall be declared by the chairman of the
meeting.

45.           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.

46.           INSTRUMENT OF PROXY

              (1) The instrument appointing a proxy shall be in writing in the
form, or as near

<PAGE>
                                       13


thereto as circumstances admit, of Form "A" in the Schedule hereto or in such
other form as the Board may determine from time to time, under the hand of the
appointor or of the appointor's attorney duly authorised in writing, or if the
appointor is a corporation, either under its seal, or under the hand of a duly
authorised officer or attorney. The decision of the chairman of any general
meeting as to the validity of any instrument of proxy shall be final.

              (2) The instrument appointing a proxy and any authority under
which it is executed (or a copy of such authority certified notarially or in
some other way approved by the Directors) shall be deposited at the registered
office or at such other place as is specified in the notice convening the
meeting or in any instrument of proxy sent out by the Company in relation to the
meeting not less than 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote,
and an instrument of proxy which is not deposited or delivered in the manner so
permitted shall be invalid.

              (3) Delivery of an instrument of proxy shall not preclude a Member
from attending and voting in person at the meeting and, in such event, the proxy
shall be deemed to be revoked.

              (4) A Member who is the holder of two or more shares may appoint
more than one proxy to represent him and vote on his behalf.

47.           REPRESENTATION OF CORPORATIONS AT MEETINGS

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

48.           SECURITY AT GENERAL MEETINGS

              The Board and, at any general meeting, the chairman of such
meeting may make any arrangement and impose any requirement or restriction it or
he considers appropriate to ensure the security of a general meeting including,
without limitation, requirements for evidence of identity to be produced by
those attending the meeting, the searching of their personal property and the
restriction of items that may be taken into the meeting place. The Board and, at
any general meeting, the chairman of such meeting are entitled to refuse entry
to a person who refuses to comply with these arrangements, requirements or
restrictions.

                            SHARE CAPITAL AND SHARES

49.           RIGHTS OF SHARES

              (1) At the date these Bye-laws are adopted, the share capital of
the Company shall be divided into two classes: 240,000,000 common shares having
a par value of US$0.01 each

<PAGE>
                                       14


(the "Common Shares"), and 10,000,000 preference shares having a par value of
US$0.01 each (the "Preference Shares").

              (2) The holders of Common Shares shall, subject to the provisions
of these Bye-laws (including, without limitation, the rights attaching to the
Preference Shares):

                  (a)   be entitled to one vote per share;

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

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

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

              (3) Subject to these Bye-laws and the requirements of any exchange
on which the shares of the Company are listed (including for this purpose
Section 312.03(c) of the New York Stock Exchange Listed Company Manual;
provided, however, that the 20% limitation set forth in such subsection will
continue to apply to the Company notwithstanding any modification of such
limitation by the New York Stock Exchange), and without prejudice to any special
rights previously conferred on the holders of any existing shares or class of
shares, the Board shall have the full power to issue any unissued shares of the
Company on such terms and conditions as it may, in its absolute discretion,
determine.

              (4) The Board is authorized to provide for the issuance of the
Preference Shares in one or more series, and to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof (and, for the avoidance of
doubt, such matters and the issuance of such Preference Shares shall not be
deemed to vary the rights attached to the Common Shares); provided, however,
that the Board shall not be authorized to issue any Preference Shares as a
result of any reduction of the 20% limitation set forth in Section 1(a) of the
Rights Agreement of the Company adopted on the same date as the adoption of
these Bye-laws or as a result of extending the Final Expiration Date under such
Agreement without a resolution of the Members including the affirmative votes of
not less than 66% of votes cast on the resolution. The authority of the Board
with respect to each series shall include, but not be limited to, determination
of the following:

                  (a)   the number of shares constituting that series and the
                        distinctive designation of that series;

<PAGE>
                                       15


                  (b)   the dividend rate on the shares of that series, whether
                        dividends shall be cumulative, and, if so, from which
                        date or dates, and the relative rights of priority, if
                        any, of payment of dividends on shares of that series;

                  (c)   whether that series shall have voting rights, in
                        addition to the voting rights provided by law, and, if
                        so, the terms of such voting rights, provided that no
                        share shall carry the right to more than one vote;

                  (d)   whether that series shall have conversion or exchange
                        privileges (including, without limitation, conversion
                        into Common Shares), and, if so, the terms and
                        conditions of such conversion or exchange, including
                        provision for adjustment of the conversion or exchange
                        rate in such events as the Board shall determine;

                  (e)   whether or not the shares of that series shall be
                        redeemable, and, if so, the terms and conditions of such
                        redemption, including the manner of selecting shares for
                        redemption if less than all shares are to be redeemed,
                        the date or dates upon or after which they shall be
                        redeemable, and the amount per share payable in case of
                        redemption, which amount may vary under different
                        conditions and at different redemption dates;

                  (f)   whether that series shall have a sinking fund for the
                        redemption or purchase of shares of that series, and, if
                        so, the terms and amount of such sinking fund;

                  (g)   the right of the shares of that series to the benefit of
                        conditions and restrictions upon the creation of
                        indebtedness of the Company or any subsidiary, upon the
                        issue of any additional shares (including additional
                        shares of such series or any other series) and upon the
                        payment of dividends or the making of other
                        distributions on, and the purchase, redemption or other
                        acquisition by the Company or any subsidiary of any
                        outstanding shares of the Company;

                  (h)   the rights of the shares of that series in the event of
                        voluntary or involuntary liquidation, dissolution or
                        winding up of the Company, and the relative rights of
                        priority, if any, of payment on shares of that series;
                        and

                  (i)   any other relative participating, optional or other
                        special rights, qualifications, limitations or
                        restrictions of that series.

50.           POWER TO ISSUE SHARES

              (1) Any Preference Shares of any series which have been redeemed
(whether through the operation of a sinking fund or otherwise) or which, if
convertible or exchangeable,

<PAGE>
                                       16


have been converted into or exchanged for shares of any other class or classes
shall have the status of authorized and unissued Preference Shares of the same
series and may be reissued as a part of the series of which they were originally
a part or may be reclassified and reissued as part of a new series of Preference
Shares to be created by resolution or resolutions of the Board or as part of any
other series of Preference Shares, all subject to the conditions and the
restrictions on issuance set forth in the resolution or resolutions adopted by
the Board providing for the issue of any series of Preference Shares.

              (2) At the discretion of the Board, whether or not in connection
with the issuance and sale of any of its shares or other securities, the Company
may issue securities, contracts, warrants or other instruments evidencing any
shares, option rights, securities having conversion or option rights, or
obligations on such terms, conditions and other provisions as are fixed by the
Board; provided, however, that the Board shall not be authorized to issue any
shares or other securities as a result of any reduction of the 20% limitation
set forth in Section 1(a) of the Rights Agreement of the Company adopted on the
same date as the adoption of these Bye-laws or as a result of extending the
Final Expiration Date under such Agreement or adopt any other shareholders
rights plan or similar device or agreement without a resolution of the Members
including the affirmative votes of not less than 66% of votes cast on the
resolution.

              (3) 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.

              (4) The Company shall not give, whether directly or indirectly,
whether by means of loan, guarantee, provision of security or otherwise, any
financial assistance for the purpose of a purchase or subscription made or to be
made by any person of or for any shares in the Company, except as permitted by
the Act.

              (5) The Company may from time to time do any one or more of the
following things:

                  (a)   accept from any Member the whole or a part of the amount
                        remaining unpaid on any shares held by such Member,
                        although no part of that amount has been called up;

                  (b)   pay dividends in proportion to the amount paid up on
                        each share where a larger amount is paid up on some
                        shares than on others; and

                  (c)   issue its shares in fractional denominations and deal
                        with such fractions to the same extent as its whole
                        shares and shares in fractional denominations shall have
                        in proportion to the respective fractions represented
                        thereby all of the rights of whole shares including (but
                        without limiting the generality of the foregoing) the
                        right to vote, to receive dividends and distributions
                        and to participate in a winding up.

<PAGE>
                                       17


51.           VARIATION OF RIGHTS, ALTERATION OF SHARE CAPITAL AND PURCHASE OF
              SHARES OF THE COMPANY

              (1) Subject to the provisions of sections 42 and 43 of the Act any
preference shares may be issued or converted into shares that, at a determinable
date or at the option of the Company, are liable to be redeemed on such terms
and in such manner as the Company before the issue or conversion may by
resolution of the Board determine.

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

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

              (4) The Company may from time to time purchase its own shares in
accordance with the provisions of section 42A of the Act.

52.           REGISTERED HOLDER OF SHARES

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

              (2) Any dividend or other moneys payable in cash in respect of
shares may be paid by cheque or warrant 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, or by direct bank transfer to such bank account as such
holder or joint holders or person entitled thereto may direct. Every such cheque
or warrant shall be made payable to the order of the person to whom it is sent
or to such persons as the holder or joint holders may direct and payment of the
cheque or warrant shall be a good discharge to the Company. Every such cheque or
warrant shall be sent at the risk of the person entitled to the money
represented thereby.

              (3) Any dividend or other monies payable in respect of a share
which has remained unclaimed for 12 years from the date when it became due for
payment shall, if the Board so resolves, be forfeited and cease to remain owing
by the Company. The payment of any

<PAGE>
                                       18


unclaimed dividend or other monies payable in respect of a share may (but need
not) be paid by the Company into an account separate from the Company's own
account. Such payment shall not constitute the Company a trustee in respect of
it.

              (4) The Company shall be entitled to cease sending dividend
warrants and cheques by post or otherwise to a Member if those instruments have
been returned undelivered to, or left uncashed by, that Member on at least two
consecutive occasions, or, following one such occasion, reasonable enquiries
have failed to establish the Member's new address. The entitlement conferred on
the Company by this Bye-law in respect of any Member shall cease if the Member
claims a dividend or cashes a dividend cheque or warrant.

53.           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 recognise no claim in respect of the
estate of any joint holder except in the case of the last survivor of such joint
holders.

54.           SHARE CERTIFICATES

              (1) Every Member shall be entitled to a certificate under the seal
of the Company (or a facsimile thereof) 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.

              (2) The Company shall be under no obligation to complete and
deliver a share certificate unless specifically called upon to do so by the
person to whom such shares have been allotted.

              (3) If any such certificate shall be proved to the satisfaction of
the Board to have been worn out, lost, mislaid, stolen or destroyed the Board
may cause a new certificate to be issued and request a bond or an indemnity for
the lost, mislaid, stolen or destroyed certificate if it sees fit. If a share
certificate is defaced, worn out, lost or destroyed, it may be renewed on such
terms (if any) as to evidence and indemnity and payment of any exceptional
out-of-pocket expenses reasonably incurred by the Company in investigating
evidence and preparing the requisite form of indemnity as the Board may
determine but otherwise free of charge, and (in the case of defacement or
wearing out) on delivery up of the old certificate.

55.           CALLS ON SHARES

              (1) The Board may from time to time make such calls as it thinks
fit upon the Members in respect of any monies (whether on account of the nominal
value of the shares or by way of premium) unpaid on the shares allotted to or
held by such Members (and not made payable at fixed times by the conditions of
allotment thereof) 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

<PAGE>
                                       19


holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.

              (2) A person on whom a call is made shall remain liable for calls
made on him even if the shares in respect of which the call was made are
subsequently transferred.

              (3) Any sum which by the terms of issue of a share becomes payable
upon allotment or at any fixed date, whether on account of the nominal value of
the share or by way of premium, shall for all the purposes of these Bye-laws be
deemed to be a call duly made and payable on the date on which, by the terms of
issue, the same becomes payable, and in case of non-payment all the relevant
provisions of these Bye-laws as to payment of interest, costs, charges and
expenses, forfeiture or otherwise shall apply as if such sum had become payable
by virtue of a call duly made and notified.

              (4) The Directors, may, if they think fit, receive from any Member
willing to advance the same all or any part of the money unpaid upon the shares
held by such Member beyond the sums actually called up thereon as a payment in
advance of calls, and such payment in advance of calls shall extinguish so far
as the same shall extend, the liability upon the shares in respect of which it
is advanced, and upon the money so received or so much thereof as from time to
time exceeds the amount of the calls then made upon the shares in respect of
which it has been received the Company may pay interest at such rate as the
Member paying such sum and the Directors by resolution shall agree provided that
the Member shall not thereby be entitled to participate in respect thereof in a
dividend subsequently declared. The Directors may also at any time repay the
amount so advanced upon giving to such Member one month's notice in writing.

56.           FORFEITURE OF SHARES

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

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

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

                               REGISTER OF MEMBERS

57.           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 particulars required by the Act.

<PAGE>
                                       20


58.           BRANCH REGISTER OF MEMBERS

              Subject to the Act, the Company may keep an overseas branch
register of Members, and the Board may make and vary such regulations as it
determines in respect of the keeping of any such register and maintaining a
Registration Office in connection therewith.

59.           INSPECTION OF REGISTER OF MEMBERS

              The Register of Members shall be open to inspection 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 (or national newspaper in the jurisdiction of a branch
register) 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
                        or other distribution; and

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

                               TRANSFER OF SHARES

61.           INSTRUMENT OF TRANSFER

              (1) An instrument of transfer shall be in the form or as near
thereto as circumstances admit of Form "C" in the Schedule 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 Board may also accept mechanically executed
transfers. The transferor shall be deemed to remain the holder of such share
until the same has been transferred to the transferee in the Register of
Members.

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

62.           RESTRICTION ON TRANSFER

              (1) The Board may in its absolute discretion and without assigning
any reason therefor refuse to register the transfer of a share which is not
fully paid.

              (2) If the Board refuses to register a transfer of any share the
Secretary shall, within two weeks after the date on which the transfer was
refused, send to the transferor and transferee notice of the refusal.

<PAGE>
                                       21


63.           TRANSFERS BY JOINT HOLDERS

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

                             TRANSMISSION OF SHARES

64.           REPRESENTATIVE OF DECEASED MEMBER

              In the case of the death of a Member, the survivor or survivors
where the deceased Member was a joint holder, and the legal personal
representatives of the deceased Member where the deceased Member was a sole
holder, shall be the only persons recognised by the Company as having any title
to the deceased Member's interest in the shares. Nothing herein contained shall
release the estate of a deceased joint holder from any liability in respect of
any share which had been jointly held by such deceased Member with other
persons. Subject to the provisions of section 52 of the Act, for the purpose of
this Bye-law, legal personal representative means the executor or administrator
of a deceased Member or such other person as the Board may in its absolute
discretion decide as being properly authorised to deal with the shares of a
deceased Member.

65.           REGISTRATION ON DEATH OR BANKRUPTCY

              Any person becoming entitled to a share in consequence of the
death or bankruptcy of any Member may be registered as a Member upon such
evidence as the Board may deem sufficient or may elect to nominate some person
to be registered as a transferee of such share, and in such case the person
becoming entitled shall execute in favour of such nominee an instrument of
transfer in the form, or as near thereto as circumstances admit, of Form "D" in
the Schedule hereto. On the presentation thereof to the Board, accompanied by
such evidence as the Board may require to prove the title of the transferor, the
transferee shall be registered as a Member but the Board shall, in either case,
have the same right to decline or suspend registration as it would have had in
the case of a transfer of the share by that Member before such Member's death or
bankruptcy, as the case may be.

                        DIVIDENDS AND OTHER DISTRIBUTIONS

66.           DECLARATION OF DIVIDENDS BY THE BOARD

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

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.

<PAGE>
                                       22


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 to be used to meet contingencies or for equalising 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
or otherwise.

                                 CAPITALISATION

70.           ISSUE OF BONUS SHARES

              (1) The Board may, subject to these Bye-laws, resolve to
capitalise any part of the amount for the time being standing to the credit of
any of the Company's share premium or other reserve accounts or to the credit of
the profit and loss account or otherwise available for distribution by applying
such sum in paying up unissued shares to be allotted as fully paid bonus shares
pro rata (except in connection with the conversion of shares of one class to
shares of another class) to the Members.

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

                        ACCOUNTS AND FINANCIAL STATEMENTS

71.           RECORDS OF ACCOUNT

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

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

                  (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.

<PAGE>
                                       23


73.           FINANCIAL STATEMENTS

              Financial statements as required by the Act shall be made
available to every Member as required by the Act and shall be laid before the
Members in general meeting.

                                      AUDIT

74.           APPOINTMENT OF AUDITOR

              Subject to section 88 of the Act, at the annual general meeting or
at a subsequent special general meeting in each year, an independent
representative of the Members shall be appointed by them as Auditor of the
accounts of the Company. No Member, Director, Officer or employee of the Company
shall, during his or its continuance in that capacity, be eligible to act as an
Auditor of the Company.

75.           REMUNERATION OF AUDITOR

              The remuneration of the Auditor shall be fixed by the Board 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

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

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

              (3) The generally accepted auditing standards referred to in
subparagraph (2) of this Bye-law may be those of a country or jurisdiction other
than Bermuda. If so, the financial statements and the report of the Auditor must
disclose this fact and identify the standards used.

<PAGE>
                                       24


                                     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 post, courier service,
cable, telex, telecopier, facsimile, electronic mail or other mode of
representing words in a legible and non-transitory form. The Company shall be
under no obligation to send a notice or other document to the address shown for
any particular Member in the Register of Members if the Directors consider that
the legal or practical problems under the laws of, or the requirements of any
regulatory body or stock exchange in, the territory in which that address is
situated are such that it is necessary or expedient not to send the notice or
document concerned to such Member at such address and may require a Member with
such an address to provide the Company with an alternative acceptable address
for delivery of notices by the Company.

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

              (1) Subject to subparagraph (2) of this Bye-law, 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, electronic mail or other
method as the case may be.

              (2) Postal notice shall be deemed to have been served five days
after the date on which it is deposited, with postage prepaid, in the United
States or Bermuda post or in the post of the jurisdiction in which the Company
has its principal place of business for the time being.

              (3) Every person who by operation of law, transfer or other means
shall become entitled to any share shall be bound by every notice in respect of
such share which, prior to his name and address being entered in the Register of
Members, shall have been duly given to the person entered in the Register of
Members as the holder of such share.

                               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.

<PAGE>
                                       25


83.           MANNER IN WHICH SEAL IS TO BE AFFIXED

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

                                   WINDING-UP

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 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.

                              BUSINESS COMBINATIONS

85.           BUSINESS COMBINATIONS

              (1) Subject to paragraph (2), the Company shall not engage in any
Business Combination unless such Business Combination has been approved by a
resolution of the Members including the affirmative votes of not less than 66%
of all votes attaching to all shares then in issue entitling the holder to
attend and vote on the resolution in question.

              (2) Paragraph (1) shall not apply in respect of any Business
Combination approved by the Board, and in respect of any Business Combination
approved by the Board which the Act requires to be approved by the Members, the
necessary general meeting quorum and Members' approval shall be as set out in
Bye-laws 37 and 41 respectively.

              (3) In this Bye-law, "Business Combination" means:

                  (a)   any amalgamation, merger, consolidation or similar
                        transaction involving the Company;

                  (b)   any sale or other disposition of all or substantially
                        all of the assets of the Company or of all or
                        substantially all of the assets of any company or other
                        entity in the group.

<PAGE>
                                       26


                             ALTERATION OF BYE-LAWS

86.           ALTERATION OF BYE-LAWS

              (1) Subject to paragraphs (2), (3) and 4, 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.

              (2) Bye-laws 11, 85 and 86 shall not be rescinded, altered or
amended, and no new Bye law shall be made which would have the effect of
rescinding, altering or amending the provisions of such Bye-Laws, until the same
has been approved by a resolution of the Board including the affirmative vote of
not less than 66 percent of the Directors then in office and by a resolution of
the Members including the affirmative votes of not less than 66% of all votes
attaching to all shares then in issue entitling the holder to attend and vote on
the resolution in question.

              (3) Bye-law 14 shall not be rescinded, altered or amended and no
new Bye-law shall be made which would have the effect of rescinding, altering or
amending the provisions of such Bye-laws, until the same has been approved by a
resolution of the Board including the affirmative vote of not less than a simple
majority of the Directors then in office and by a resolution of the Members
including the affirmative votes of not less than 66% of all votes attaching to
all shares then in issue entitling the holder to attend and vote on the
resolution in question.

              (4) Bye-laws 49(3), 49(4) and 50(2) shall not be rescinded,
altered or amended and no new Bye-law shall be made which would have the effect
of rescinding, altering or amending the provisions of such Bye-laws, until the
same has been approved by a resolution of the Board including the affirmative
vote of not less than a simple majority of the Directors then in office and by a
resolution of the Members including the affirmative votes of not less than 66%
of votes cast on the resolution.

                                     ******

                                       ***
                                        *

<PAGE>
                                       27


                         SCHEDULE - FORM A (Bye-law 46)


                                  BUNGE LIMITED

                                    P R O X Y

I/We ...........................................................................
of .............................................................................
the holder(s) of ........... share(s) in the above-named company (the "Company")
hereby appoint .............................................. or failing him/her
 ....................... or failing him/her ..................... as my/our proxy
to vote on my/our behalf at the general meeting of the Company to be held on the
 ................... day of ..............................., ....., and at any
adjournment thereof.

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

*GIVEN under the seal of the  above-named
*Signed by the above-named

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


 .............................................
Witness

*Delete as applicable.

<PAGE>
                                       28


                         SCHEDULE - FORM B (BYE-LAW 56)

            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 .................., .......... last, in respect of the [number] share(s)
[numbers in figures] standing in your name in the Register of Members of Bunge
Limited (the "Company"), on the .............. day of ..................., ....
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
 ......................, .... last, on or before the ....... day of .........,
 ...... next at the place of business of the Company the share(s) will be liable
to be forfeited.

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

[Signature of Secretary]
By order of the Board

<PAGE>
                                       29


                         SCHEDULE - 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 Bunge Limited.........................................................


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


                                                     ...........................
                                                     (Transferor)

In the presence of:


 ...........................................
                (Witness)


                                                     ...........................
                                                     (Transferee)

In the presence of:


 ...........................................
                (Witness)

<PAGE>
                                       30


                         SCHEDULE - FORM D (BYE-LAW 65)

           TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH/BANKRUPTCY
                                   OF A MEMBER


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

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

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


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