OUTLINE

• A special general meeting will be held on 14th February 2006 in Bermuda.

• The SGM is to consider amending Rule 2, Section 12 and Rule 5, Section F.

• The papers for this meeting are enclosed.

ACTION

• Members should ensure their completed proxy form is faxed or sent to the Secretary 12 hours before the meeting.

TO THE MEMBERS

Dear Sirs

SPECIAL GENERAL MEETING -

PROPOSED AMENDMENTS TO CLUB RULES

Please find enclosed papers for a Special General Meeting to be held on 14th February 2006 in Bermuda, for the purpose of considering two resolutions in respect of Rule amendments.

The texts of the STOPIA 2006 and TOPIA agreements will be considered by the Board on 2nd February and, if approved by the Board (under Rule 2, Section 12B), Members will be advised accordingly prior to 14th February.

RULE 2, SECTION 12 - POLLUTION RISKS

The effect of the amendment, if approved, will be (i) to extend STOPIA (Small Tanker Oil Pollution Indemnification Agreement), which currently applies in the 2003 Supplementary Fund States, to the 1992 Fund States and to rename it as STOPIA 2006 and (ii) to provide for automatic participation in TOPIA (Tanker Oil Pollution Indemnification Agreement) for all CLC tankers so that liabilities incurred under TOPIA may be covered under this same pollution Rule.

STOPIA 2006 provides for a voluntary increase in the limit of liability for CLC tankers up to 29,548 tons from SDR 4.5 million to SDR 20 million. TOPIA provides for a voluntary sharing of 50% of the amount of any claim falling on the Supplementary Fund for all CLC tankers regardless of size. The two schemes are intended to have the effect, over time, of ensuring that the total cost of oil pollution claims falling within the 1992 Civil Liability Convention, the 1992 Fund Convention and the 2003 Supplementary Fund Protocol are shared equally between shipowners and the oil receivers who contribute to the 1992 Fund.

STOPIA is also referred to in Rule 5, Section E and a corresponding amendment will be introduced to replace "STOPIA" with "STOPIA 2006".

RULE 5, SECTION F - EXCLUSION OF NUCLEAR RISKS

The effect of the amendment, if approved, will be to bring the Club cover and exclusions for nuclear risks in line with a standard market clause which is to be incorporated in the relevant clause of the Pooling Agreement.

A Proxy Form and Schedule of Votes are enclosed in respect of the resolution contained in the Notice of Meeting. Please note that the completed form must reach the Secretary by mail or fax at the latest 12 hours before the Meeting.

Yours faithfully

THOMAS MILLER (BERMUDA) LTD.

Contact

• Members are requested to contact Chao Wu on

OUTLINE

A special general meeting will be held on 14th February 2006 in Bermuda.

The SGM is to consider amending Rule 2, Section 12 and Rule 5, Section F.

The papers for this meeting are enclosed.

ACTION

Members should ensure their completed proxy form is faxed or sent to the Secretary 12 hours before the meeting.

TO THE MEMBERS

Dear Sirs

SPECIAL GENERAL MEETING -

PROPOSED AMENDMENTS TO CLUB RULES

Please find enclosed papers for a Special General Meeting to be held on 14th February 2006 in Bermuda, for the purpose of considering two resolutions in respect of Rule amendments.

The texts of the STOPIA 2006 and TOPIA agreements will be considered by the Board on 2nd February and, if approved by the Board (under Rule 2, Section 12B), Members will be advised accordingly prior to 14th February.

RULE 2, SECTION 12 - POLLUTION RISKS

The effect of the amendment, if approved, will be (i) to extend STOPIA (Small Tanker Oil Pollution Indemnification Agreement), which currently applies in the 2003 Supplementary Fund States, to the 1992 Fund States and to rename it as STOPIA 2006 and (ii) to provide for automatic participation in TOPIA (Tanker Oil Pollution Indemnification Agreement) for all CLC tankers so that liabilities incurred under TOPIA may be covered under this same pollution Rule.

STOPIA 2006 provides for a voluntary increase in the limit of liability for CLC tankers up to 29,548 tons from SDR 4.5 million to SDR 20 million. TOPIA provides for a voluntary sharing of 50% of the amount of any claim falling on the Supplementary Fund for all CLC tankers regardless of size. The two schemes are intended to have the effect, over time, of ensuring that the total cost of oil pollution claims falling within the 1992 Civil Liability Convention, the 1992 Fund Convention and the 2003 Supplementary Fund Protocol are shared equally between shipowners and the oil receivers who contribute to the 1992 Fund.

STOPIA is also referred to in Rule 5, Section E and a corresponding amendment will be introduced to replace "STOPIA" with "STOPIA 2006".

RULE 5, SECTION F - EXCLUSION OF NUCLEAR RISKS

The effect of the amendment, if approved, will be to bring the Club cover and exclusions for nuclear risks in line with a standard market clause which is to be incorporated in the relevant clause of the Pooling Agreement.

A Proxy Form and Schedule of Votes are enclosed in respect of the resolution contained in the Notice of Meeting. Please note that the completed form must reach the Secretary by mail or fax at the latest 12 hours before the Meeting.

Yours faithfully

THOMAS MILLER (BERMUDA) LTD.

Contact

Members are requested to contact Chao Wu on

chao.wu@thomasmiller.com

or telephone +44 20 7204 2157 with any questions regarding this circular.

NOTICE

Notice of a Special General Meeting of The United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited.

Notice is hereby given that a Special General Meeting of the Members of the Association will be held at 10:00 on 14th February 2006 at the offices of Appleby Spurling Hunter, Canon's Court, 22 Victoria Street, Hamilton HM EX, Bermuda, for the purpose of considering and, if thought fit, passing the resolutions set out below:

Resolution 1 to propose:

"That with effect from 12 noon Greenwich Mean Time on 20th February, 2006, the amendments to Rule 2, Section 12 and Rule 5, Section E indicated below in bold type be and are hereby adopted:

RULE 2, SECTION 12 - POLLUTION RISKS

The liabilities, losses, damages, costs and expenses set out in paragraphs (A) to (E) below when and to the extent that they are caused by or incurred in consequence of the discharge or escape from an entered ship of oil or any other substance, or the threat of such discharge or escape:

PROVIDED ALWAYS that

.....

.....

Unless the Managers otherwise agree in writing, the Owner of an entered ship which is a "relevant ship" as defined in the Small Tanker Oil Pollution Indemnification Agreement 2006 (STOPIA 2006) shall during the currency of that Agreement be a party to STOPIA 2006 for the period of entry of such ship in the Association and, unless the Directors otherwise determine, shall not be entitled to any recovery under this Rule 2, Section 12 in respect of such ship in relation to any casualty, event or matter occurring during a period when the Owner is not a party to STOPIA 2006.

Unless the Managers otherwise agree in writing, the Owner of an entered ship which is a "relevant ship" as defined in the Tanker Oil Pollution Indemnification Agreement (TOPIA) shall during the currency of that Agreement be a party to TOPIA for the period of entry of such ship in the Association and, unless the Directors otherwise determine, shall not be entitled to any recovery under this Rule 2, Section 12 in respect of such ship in relation to any casualty, event or matter occurring during a period when the Owner is not a party to TOPIA.

RULE 5, SECTION E - EXCLUSION OF WAR RISKS

PROVIDED ALWAYS that:

.....

The exclusions in this paragraph (E) shall not apply to liabilities, costs or expenses of an Owner insofar only as they are discharged by the Association on behalf of the Owner pursuant to a demand made under

(i) a guarantee or other undertaking given by the Association to the Federal Maritime Commission under Section 2 of US Public Law 89-777, or

(ii) a certificate issued by the Association in compliance with Article VII of the International Conventions on Civil Liability for Oil Pollution Damage 1969 or 1992 or any amendments thereof, or

(iii) an undertaking given by the Association to the International Oil Pollution Compensation Fund 1992 in connection with the Small Tanker Oil Pollution Indemnification Agreement 2006 (STOPIA 2006), to the extent that such liabilities, costs and expenses are not recovered by the Owner under any other policy of insurance or extension to the cover provided by the Association, and ....."

Resolution 2 to propose:

"That with effect from 12 noon Greenwich Mean Time on 20th February, 2006, the amendments to Rule 5, Section F indicated below by deletion and by words in bold type be and are hereby adopted:

RULE 5, SECTION F - EXCLUSION OF NUCLEAR RISKS

The Association shall not indemnify an Owner against any liabilities, losses, costs or expenses directly or indirectly caused by or contributed to by or arising from

i ionising radiations from, or the radioactive, toxic, explosive or other hazardous or contaminating properties of

a any nuclear fuel or any nuclear waste or the combustion of nuclear fuel, or

b any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; or

ii any weapon of war employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter,

The Association shall not indemnify an Owner against any liabilities, costs or expenses (irrespective of whether a contributory cause of the same being incurred was any neglect on the part of the Owner or on the part of the Owner's servants or agents) when the loss or damage, injury, illness or death or other accident in respect of which such liability arises or cost or expense is incurred, was directly or indirectly caused by or arises from:

ionising radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel

the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof

any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter

the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter ....."

By Order of the President

D W R Hunter

Secretary

17th January 2006

Notes:

A Member entitled to attend and vote at this Special General Meeting is entitled to appoint a proxy to attend and, on a poll, to vote in his place. A Form of Proxy is enclosed.

The Form of Proxy may be returned by mail or by fax to the Secretary at the postal or fax address shown on the Form of Proxy, but to be valid must be received no later than 12 hours prior to the Meeting.

chao.wu@thomasmiller.com or telephone +44 20 7204 2157 with any questions regarding this circular.