Bye-Laws (Redline)

I N D E X

SUBJECT

BYE-LAWNo.

Interpretation

1-5

Shares

6-10

Rights Attached to Preference A Share and

Preference B Share

11-39-39

Rights Attached to Ordinary Shares

40

Treasury Shares

41

Allotment Of Shares

42-48-48

Pre-Emption Rights

49-57-57

Power of the Company to purchase its Shares

58-59-59

Alteration Of Capital

60-63

Variation Of Rights

64-65

Share Certificates

66-72-72

Shares held in CREST

73-75-75

Lien

76-81

Calls On Shares

82-90-90

Forfeiture Of Shares

91-99-99

Register Of Members

100-102

Record Dates

103-104-104

Transfer Of Shares

105-114

Transmission Of Shares

115-120-120

Disclosure of Interest in Shares

121-128-128

Untraceable Members

129

Controllers and Aggregate Holdings

130-141-141

Takeover Provisions

141A

General Meetings

142-144

Notice Of General Meetings

145-146

Proceedings At General Meetings

147-152-152

Voting

153-167

Proxies

168-182

Corporations Acting By Representatives

183

Written Resolutions Of Members

184

Board Of Directors

185-186-186

Retirement Of Directors

187-188

Removal of Directors

189-191-191

Disqualification Of Directors

192-193-193

Executive Directors

194-195-195

Alternate Directors

196-203

Directors' Fees And Expenses

204-210

Directors' Interests

211-214

General Powers Of The Directors

215-220

Borrowing Powers

221-231

Proceedings Of The Directors

232-244

Managers

245-247

Officers

248-251

Register of Directors and Officers

252

Minutes

253

Seal

254

Authentication Of Documents

255

Destruction Of Documents

256

Dividends And Other Payments

257-269

Reserves

270

Capitalisation

271-272

Security Arrangements, Orderly Conduct

And Confidential Information

273

Accounting Records

274-278

Audit

279-284

Notices

285-295-295

Signatures

296

Winding Up

297-298-298

Indemnity

299

Alteration Of Bye-laws And Amendment To

Memorandum of Association And Name of Company

300

Creation And Issue of Share Classes

301-302-302

WORD

MEANING

"Act"

the Companies Act 1981 of Bermuda as amended from

time to time.

"AIM"

the AIM market operated by the London Stock

Exchange.

"AIM Rules"

the Rules of the London Stock Exchange governing

admission to and the operation of AIM, as amended

from time to time.

"Affiliate"

of a specified person means a person that (at the time

when the determination is to be made) directly, or

indirectly through one or more intermediaries,

controls, or is controlled by, or is under common

control with, the specified person. As used in the

foregoing sentence, the terms "control" (including,

with correlative meaning, in terms "controlling,"

"controlled by" and "under common control with")

means the possession, directly or indirectly, of the

power to direct or cause the direction of the

management and policies of a person, whether

through the ownership of voting securities, by

contract or otherwise.

"Auditor"

the auditor of the Company for the time being and

may include any individual or partnership.

"Board" or "Directors"

the board of directors of the Company appointed or

elected pursuant to these Bye-laws and acting by, or

pursuant to, a 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.

"Business Day"

any day other than a Saturday, Sunday or public

4

holiday in Bermuda.

"Bye-laws"

these Bye-laws in their present form or as

supplemented or amended or substituted or restated

from time to time.

"capital"

the share capital from time to time of the Company.

"clear days"

in relation to the period of notice that period

excluding the day when the notice is given or deemed

to be given and the day for which it is given or on

which it is to take effect.

"committee"

a committee of the Board.

"Company"

Randall & Quilter InvestmentR&Q Insurance

Holdings Ltd.

"competent regulatory

a competent regulatory authority in a territory in

authority"

which the shares of the Company are listed or quoted

on a stock exchange in such territory.

"CREST"

the electronic settlement system operated by Euroclear

UK & Ireland Limited and being a Relevant System for

the purpose of the Regulations.

"CREST Rules"

the operating rules of CREST.

"debenture"

and

include debenture stock and debenture stockholder

"debenture holder"

respectively.

"Depositary"

any person who is a shareholder by virtue of its

holding shares as a trustee for those individuals who

have elected to hold shares in dematerialised form

through depositary interests.

"Director"

a director of the Company and shall include, unless

the context otherwise requires, an alternate director.

"Employees' Share Scheme"

any scheme adopted or arrangement made for

encouraging or facilitating the holding of shares in the

Company by or on behalf of: