Sagicor Financial Corporation - Annual Report 2008 Page 229

Sagicor Financial Corporation

227

AMENDMENT OF RESTATED ARTICLES OF INCORPORATION

Article 6.2 of Schedule 3 of the Company's Restated Articles of Incorporation ("the Articles") provides that a majority of
the Directors must at all times be citizens or permanent residents of and ordinarily resident in Barbados.

As the Company continues to pursue its strategy to become the dominant financial services institution within the
Caribbean, and to use this market dominance to expand internationally, it has become necessary to (a) select Directors
from a suitable pool of regional and international candidates with the requisite knowledge and experience and (b) include
on the Board persons who reflect the geographic and business diversity of the Group, and who can make meaningful
contributions to our growth and development into a global financial services group. Accordingly, in 2007, Bylaw 3.6 of the
Company's Bylaws (which provided for nationality qualifications of Directors and for the Board to comprise a majority of
citizens or permanent residents who were ordinarily resident in Barbados) was repealed.

The Directors accordingly recommend that Article 6.2 be similarly repealed in order to facilitate continued access to a
pool of regional and international potential Directors with the requisite knowledge and experience, and who reflect the
geographic and business diversity of the Group.

In accordance with the Act, a majority of not less than two-thirds of the votes cast by Shareholders at the Meeting, whether
by proxy or otherwise, will constitute approval of the Special Resolution to amend the Articles.

The Directors recommend that Shareholders VOTE FOR the repeal of Article 6.2 of Schedule 3 of the Articles and the
consequential renumbering of Article 6.3 as Article 6.2.

ELECTION OF DIRECTORS

The Board of Directors consists of twelve Members. The number of Directors to be elected at the Meeting is four.
Mrs Marjorie M Chevannes-Campbell, Mr William P Lucie-Smith, Mr Stephen D R McNamara and Dr Oscar W jordan will
retire at the end of the Meeting and, with the exception of Dr jordan, will be seeking re-election. Following are the names
of the qualified persons proposed as nominees for election as Directors of the Company, and for whom it is intended that
votes will be cast pursuant to the form of proxy hereby enclosed:

MARJORIE M CHEVANNES-CAMPBELL

WILLIAM P LUCIE-SMITH

STEPHEN D R McNAMARA

RICHARD M KELLMAN

Marjorie M Chevannes-Campbell, 57, has been an independent Director since June 2005 and is a citizen of Jamaica.
She holds an MSc in Accounting from the University of the West Indies, and is a Member of the Institute of Chartered
Accountants of Jamaica and of the Hospitality, Financial and Technology Professionals. She is a former President and Chief
Executive Officer of the Urban Development Corporation, Jamaica, a large property-owning company that is involved in
development and manages several entities such as hotels, attractions, a maintenance company, a water supply company,
a shopping centre, a conference centre and a golf course. Mrs Chevannes-Campbell is currently pursuing a Doctorate
in Business Administration. She was elected a Director of Sagicor Life Jamaica in 2002 and is also a Director of other
subsidiaries within the Group.