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                                                                     Exhibit 1.2


                                    BYE-LAWS

                                       of

                                  BUNGE LIMITED

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                                       (i)

                                TABLE OF CONTENTS

<Table>
<Caption>
BYE-LAW                                                                               PAGE
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<S>    <C>                                                                              <C>
       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
</Table>

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                                      (ii)

<Table>
<S>    <C>                                                                             <C>
       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 shares6..........................................................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
</Table>

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                                      (iii)

<Table>
<S>    <C>                                                                             <C>
       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
</Table>

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                                      (iv)

<Table>
<S>                                                                                    <C>
       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
</Table>

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                                 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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               (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

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                                        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

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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

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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.

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                                        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-

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                                       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)  A Member may appoint a proxy by (a) instrument in writing in the form,
          or as

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                                       13

          near 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 appointer is a corporation,
          either under its seal, or under the hand of a duly authorised officer
          or attorney, or (b) such telephonic, electronic or other means as may
          be approved by the Board from time to time.

     (2)  The appointment of a proxy must be received by the Company at the
          registered office or at such other place or in such manner 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 at which the
          person named in the appointment proposes to vote, and an appointment
          of proxy which is not received 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.

     (5)  The decision of the chairman of any general meeting as to the validity
          of any appointment of a proxy shall be final.

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

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                                       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;

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                                       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,

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                                       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

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                                       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

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                                       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.

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                                       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.

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                                       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.

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                                       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.

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                                       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

                                      PROXY

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:                )

