Exhibit 10.1.4

                           [FORM OF BYE-LAW AMENDMENT]

                              AMENDED BYE-LAW 45(a)

45. LIMITATION ON VOTING RIGHTS OF CONTROLLED SHARES

      (1) Except as provided in the other paragraphs of this Bye-law 45, every
Member of record owning shares conferring the right to vote present in person or
by proxy shall have one vote, or such other number of votes as may be specified
in the terms of the issue and rights and privileges attaching to such shares or
in these Bye-laws, for each such share registered in such Member's name.

      (2) If, as a result of giving effect to the foregoing provisions of this
Bye-law 45 or otherwise, the votes conferred by the Controlled Shares, directly
or indirectly or by attribution, to any U.S. Person would otherwise represent
more than 9.9% of the voting power of all shares entitled to vote generally at
an election of Directors, the votes conferred by the Controlled Shares on such
U.S. Person shall be reduced by whatever amount is necessary so that after any
such reduction the votes conferred by the Controlled Shares to such U.S. Person
shall constitute 9.9% of the total voting power of all shares of the Company
entitled to vote generally at any election of Directors (provided, however, that
(a) votes shall be reduced only in shares of the Company, if any, held by such
U.S. Person within the meaning of Section 958(a) of the Internal Revenue Code of
1986, as amended (the "Code"), (b) votes shall be reduced only in shares of the
Company, if any, held by such U.S. Person directly or held by such U.S. Person
indirectly solely through one or more foreign entities, (c) votes shall be
reduced in shares of the Company held by the H&F Funds and the WP Funds only if
and to the extent that reductions in the vote of other shares do not result in
satisfaction of the 9.9% threshold set forth in this paragraph (2), (d) such
reduction (or portion thereof) in votes conferred by shares held by an H&F Fund
shall not be effective on or after such date, if any, as such H&F Fund objects
in writing to such reduction (or portion thereof) after reasonable notice given
to such H&F Fund in advance of any meeting of shareholders (which notice the
Company shall provide in writing) and (e) such reduction (or portion thereof) in
votes conferred by shares held by a WP Fund shall not be effective on or after
such date, if any, as such WP Fund objects in writing to such reduction (or
portion thereof) after reasonable notice given to such WP Fund in advance of any
meeting of shareholders (which notice the Company shall provide in writing)).

(3)   (a)   "CONTROLLED SHARES" in reference to any person means all shares of
            the Company directly, indirectly or constructively owned by such
            person within the meaning of Section 958 of the Code;

      (b)   "U.S. PERSON" means a United States person as defined in Section
            7701(a)(30) of the Code;

      (c)   "H&F FUND" means [      ]; and

      (d)   "WP FUND" means [      ].

      (4) Upon written notification by a Member of the Board, the number of
votes conferred by the total number of shares held by such Member shall be
reduced to that percentage of the total voting power of the Company, as so
designated by such Member (subject to acceptance of such reduction by the Board
in its sole discretion), so that (and to the extent that) such Member may meet
any applicable insurance or other regulatory requirement or voting threshold or
limi-

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1     Between the date hereof and closing, the parties agree that to the extent
      that the form of amendment to bye-law 45 leaves open the possibility that
      the cutback rules fail to protect shareholders who are unaffiliated with
      the Purchasers from adverse tax consequences resulting from "controlled
      foreign corporation" status of the Company, the parties shall cooperate to
      develop alternative language for such bye-law (it being understood,
      however, that the Purchasers shall not suffer a cutback except as the
      Purchasers are or may be cut back as set forth herein).


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tation that may be applicable to such Member or to evidence that such person's
voting power is no greater than such threshold.

      (5) Notwithstanding the foregoing provisions of this Bye-law 45, after
having applied such provisions as best as they consider reasonably practicable,
the Board may make such final adjustments to the aggregate number of votes
conferred, directly or indirectly or by attribution, by the Controlled Shares on
any U.S. Person that they consider fair and reasonable in all the circumstances
to ensure that such votes represent 9.9% (or the percentage designated by a
Member pursuant to paragraph (4) of this Bye-law 45) of the aggregate voting
power of the votes conferred by all the shares of the Company entitled to vote
generally at any election of Directors. Such adjustments intended to implement
the 9.9% limitation set forth in paragraph (2) of this Bye-law 45 shall be
subject to the proviso contained in such paragraph (2), but adjustments intended
to implement the limitation set forth in a notification pursuant to paragraph
(4) of this Bye-law 45 shall not be subject to the proviso contained in
paragraph (2).

      (6) Each Member shall provide the Company with such information as the
Company may reasonably request so that the Company and the Board may make
determinations as to the ownership (direct or indirect or by attribution) of
Controlled Shares to such Member or to any person to which Shares may be
attributed as a result of the ownership of Shares by such Member.


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                               AMENDED BYE-LAW 75

75. CERTAIN SUBSIDIARIES

      With respect to any company incorporated under the laws of Bermuda,
Barbados or the Cayman Islands all of the voting shares of which are owned by
the Company, and any other subsidiary of the Company designated by the Board of
the Company (together, the "Designated Companies"), the board of directors of
each such Designated Company shall consist of the persons who have been elected
by the Members as Alternate Directors of the Company in accordance with Bye-law
14 or as Designated Company Directors. Notwithstanding the general authority set
out in Bye-law 2(1), the Board shall vote all shares owned by the Company in
each Designated Company to ensure the constitutional documents of such
Designated Company require such Alternate Directors of the Company or Designated
Company Directors to be elected as the directors of such Designated Company, and
to elect such Alternate Directors or Designated Company Directors, as the case
may be, as the directors of such Designated Company. The Company shall enter
into agreements with each such Designated Company to effectuate or implement
this Bye-law.


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