Exhibit 3.11

AMENDED
AND RESTATED BYE-LAWS
of FLAG Telecom Group Limited

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TABLE OF CONTENTS

|                   |  |                                                                            |  | Page No.
|------------------ |  | -------------------------------------------------------------------------- |  | --------
|INTERPRETATION     |  | 1                                                                         
|1.                 |  | Interpretation                                                             |  | 1       
|BOARD OF DIRECTORS |  | 4                                                                         
|2.                 |  | Board of Directors                                                         |  | 4       
|3.                 |  | Management of the Company                                                  |  | 4       
|4.                 |  | Power to appoint managing director or chief executive officer              |  | 4       
|5.                 |  | Power to appoint manager                                                   |  | 4       
|6.                 |  | Power to authorise specific actions                                        |  | 4       
|7.                 |  | Power to appoint attorney                                                  |  | 4       
|8.                 |  | Power to delegate to a committee                                           |  | 5       
|9.                 |  | Power to appoint and dismiss employees                                     |  | 6       
|10.                |  | Power to borrow and charge property                                        |  | 6       
|11.                |  | Exercise of power to purchase shares of or discontinue the Company         |  | 6       
|12.                |  | Election of Directors                                                      |  | 6       
|13.                |  | Defects in appointment of Directors                                        |  | 7       
|14.                |  | Alternate Directors                                                        |  | 7       
|15.                |  | Removal of Directors                                                       |  | 7       
|16.                |  | Vacancies on the Board                                                     |  | 8       
|17.                |  | Notice of meetings of the Board                                            |  | 8       
|18.                |  | Quorum at meetings of the Board                                            |  | 8       
|19.                |  | Meetings of the Board                                                      |  | 9       
|20.                |  | Unanimous written resolutions                                              |  | 9       
|21.                |  | Contracts and disclosure of Directors' interests                           |  | 9       
|22.                |  | Remuneration of Directors                                                  |  | 10      
|23.                |  | Other interests of Directors                                               |  | 10      
|OFFICERS           |  | 10                                                                        
|24.                |  | Officers of the Company                                                    |  | 10      
|25.                |  | Appointment of Officers                                                    |  | 10      
|26.                |  | Remuneration of Officers                                                   |  | 11      
|27.                |  | Duties of Officers                                                         |  | 11      
|28.                |  | Chairman of meetings                                                       |  | 11      
|29.                |  | Register of Directors and Officers                                         |  | 11      
|MINUTES            |  | 11                                                                        
|30.                |  | Obligations of Board to keep minutes                                       |  | 11      
|INDEMNITY          |  | 11                                                                        
|31.                |  | Indemnification of Directors and Officers of the Company                   |  | 11      
|32.                |  | Waiver of claim by Member                                                  |  | 13      
|MEETINGS           |  | 13                                                                        
|33.                |  | Notice of annual general meeting                                           |  | 13      
|34.                |  | Notice of special general meeting                                          |  | 13      
|35.                |  | Accidental omission of notice of general meeting; Business to be conducted |  | 13      
|36.                |  | Meeting called on requisition of Members                                   |  | 13      
|37.                |  | Short notice                                                               |  | 14      
|38.                |  | Postponement of meetings                                                   |  | 14      
|39.                |  | Quorum for general meeting                                                 |  | 14      
|                   |  |                                                                            |  |         

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|40.                               |  | Adjournment of meetings                             |  | 14
|--------------------------------- |  | --------------------------------------------------- |  | --
|41.                               |  | Attendance at meetings                              |  | 14
|42.                               |  | Written resolutions                                 |  | 15
|43.                               |  | Attendance of Directors                             |  | 15
|44.                               |  | Voting at meetings                                  |  | 15
|45.                               |  | Voting on show of hands                             |  | 15
|46.                               |  | Decision of chairman                                |  | 16
|47.                               |  | Demand for a poll                                   |  | 16
|48.                               |  | Seniority of joint holders voting                   |  | 17
|49.                               |  | Instrument of proxy                                 |  | 17
|50.                               |  | Representation of corporations at meetings          |  | 18
|SHARE CAPITAL AND SHARES          |  | 18                                                 
|51.                               |  | Rights of shares                                    |  | 18
|52.                               |  | Power to issue shares                               |  | 18
|53.                               |  | Variation of rights and alteration of share capital |  | 19
|54.                               |  | Registered holder of shares                         |  | 20
|55.                               |  | Death of a joint holder                             |  | 20
|56.                               |  | Share certificates                                  |  | 20
|57.                               |  | Calls on shares                                     |  | 20
|58.                               |  | Forfeiture of shares                                |  | 20
|REGISTER OF MEMBERS               |  | 21                                                 
|59.                               |  | Contents of Register of Members                     |  | 21
|60.                               |  | Inspection of Register of Members                   |  | 21
|61.                               |  | Determination of record dates                       |  | 21
|TRANSFER OF SHARES                |  | 21                                                 
|62.                               |  | Instrument of transfer                              |  | 21
|63.                               |  | [reserved]                                          |  | 22
|64.                               |  | [reserved]                                          |  | 22
|65.                               |  | Lien on shares                                      |  | 22
|TRANSMISSION OF SHARES            |  | 22                                                 
|66.                               |  | Representative of deceased Member                   |  | 22
|67.                               |  | Registration on death or bankruptcy                 |  | 23
|DIVIDENDS AND OTHER DISTRIBUTIONS |  | 23                                                 
|68.                               |  | Declaration of dividends by the Board               |  | 23
|69.                               |  | Other distributions                                 |  | 23
|70.                               |  | Reserve fund                                        |  | 23
|71.                               |  | Deduction of amounts due to the Company             |  | 23
|72.                               |  | Unclaimed dividends                                 |  | 23
|73.                               |  | Interest on dividend                                |  | 23
|CAPITALIZATION                    |  | 23                                                 
|74.                               |  | Issue of bonus shares                               |  | 23
|ACCOUNTS AND FINANCIAL STATEMENTS |  | 24                                                 
|75.                               |  | Records of account                                  |  | 24
|76.                               |  | Financial year end                                  |  | 24
|77.                               |  | Financial statements                                |  | 24
|                                  |  |                                                     |  |   

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|AUDIT                            |  | 24                                   
|-------------------------------- |  | -------------------------------------
|78.                              |  | Appointment of Auditor               
|79.                              |  | Remuneration of Auditor              
|80.                              |  | Vacation of Office of Auditor        
|81.                              |  | Access to Books of the Company       
|82.                              |  | Report of the Auditor                
|NOTICES                          |  | 25                                   
|83.                              |  | Notices to Members of the Company    
|84.                              |  | Notices to joint Members             
|85.                              |  | [reserved]                           
|SEAL OF THE COMPANY              |  | 26                                   
|86.                              |  | The seal                             
|87.                              |  | Manner in which seal is to be affixed
|BENEFITS, PENSIONS AND INSURANCE |  | 26                                   
|88.                              |  | Benefits                             
|89.                              |  | Insurance                            
|90.                              |  | Limitation on Accountability         
|UNTRACED MEMBERS                 |  | 27                                   
|91.                              |  | Sale of Shares                       
|92.                              |  | Instrument of Transfer               
|93.                              |  | Proceeds of Sale                     
|WINDING UP                       |  | 28                                   
|94.                              |  | Determination to liquidate           
|95.                              |  | Winding up/distribution by liquidator
|AMALGAMATION                     |  | 28                                   
|96.                              |  | Amalgamation                         
|ADDITIONAL REQUIREMENTS          |  | 28                                   
|97.                              |  | Additional Requirements              
|ALTERATION OF BYE-LAWS           |  | 28                                   
|98.                              |  | Alteration of Bye-laws               
|ScheduleForm A (Bye-law 49)     |  |                                      
|ScheduleForm B (Bye-law 58)     |  |                                      
|ScheduleForm C (Bye-law 62)     |  |                                      
|ScheduleForm D (Bye-law 67)     |  |                                      

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INTERPRETATION

1.     Interpretation

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BOARD OF DIRECTORS

2.     Board of Directors

The business of the Company shall be managed and conducted by the Board.

3.     Management of the Company

4.     Power to appoint managing director or chief executive officer

The Board may from time to time appoint one or more Directors to the office of managing director or chief executive officer of the Company who shall, subject to
the control of the Board, supervise and administer all of the general business and affairs of the Company.

5.     Power to appoint manager

The Board may appoint a Person or a body of Persons 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.

6.     Power to authorise specific actions

The Board may from time to time and at any time authorise any Person or body of Persons to act on behalf of the Company for any specific purpose and in connection
therewith to execute any agreement, document or instrument in the name and on behalf of the Company.

7.     Power to appoint attorney

The Board may from time to time and at any time by power of attorney appoint any Person or body of Persons, 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 (or for unspecified
length of time) 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.

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8.     Power to delegate to a committee

The Board may delegate any of its powers to a committee of Directors (or Alternate Directors) appointed by the Board; provided,however, that the members of any such committee must possess the characteristics required by
the Sarbanes-Oxley Act of 2002, whether or not the Company is subject to the Sarbanes-Oxley Act of 2002, and any applicable rules or regulations of any U.S. national securities exchange on which the
Common Shares are listed. Without limiting the foregoing, such committees may include:



All
Board committees shall conform to such directions as the Board shall impose on them or as may otherwise be provided by or mandated pursuant to the Sarbanes-Oxley Act of 2002 or any
applicable rule or regulation of any U.S. national securities exchange on which the Common Shares are listed;provided, that each member of a committee
shall have one vote, and each committee shall have the right as it deems appropriate to retain outside advisors and experts. Each committee may adopt rules for the conduct of its affairs, including
rules governing the adoption of resolutions by unanimous written consent, and the place, time, and notice of meetings, as shall be advisable and as shall not be inconsistent with: (i) these
Bye-laws regarding Board meetings; (ii) any applicable resolution adopted by the Board; (iii) the Sarbanes-Oxley Act of 2002; or (iv) any applicable rule or regulation
of any U.S. national securities exchange on which the Common Shares are listed. Each committee shall cause minutes to be made of all meetings of such committee and of the attendance thereat and shall
cause such minutes and copies of resolutions adopted by unanimous consent to be promptly inscribed or incorporated by the Secretary in the minute book. Each committee shall be comprised of at least
three (3) Directors;provided, that the Compensation Committee shall be comprised of at least two (2) Directors.

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9.     Power to appoint and dismiss employees

The Board may appoint, suspend or remove any manager, secretary, clerk, agent or employee, including officers, of the Company and may fix their remuneration and
determine their duties.

10.   Power to borrow and charge property

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.

11.   Exercise of power to purchase shares of or discontinue the Company

12.   Election of Directors

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13.   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.

14.   Alternate Directors

15.   Removal of Directors

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16.   Vacancies on the Board

17.   Notice of meetings of the Board

18.   Quorum at meetings of the Board

The quorum necessary for the transaction of business at a meeting of the Board shall be a majority of the Directors then in office, present in person or
represented by an Alternate Director or another Director appointed in accordance with the provisions of Section 91A of the Act.

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19.   Meetings of the Board

20.   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 resolution to be effective on the date on which the last Director signs the resolution. Such resolution shall be deemed to be adopted as an act of the Board, at the place where,
and at the time when, the last signature of a Director is affixed thereto. For the avoidance of doubt, the use of the term "Director" in this Bye-law shall include an Alternate Director
signing on behalf of a Director or Directors for whom such Alternate Director was appointed in the alternative.

21.   Contracts and disclosure of Directors' interests

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22.   Remuneration of Directors

23.   Other interests of Directors

A Director may be or become a director or other officer of or otherwise interested in any company or Person promoted by the Company or in which the Company may be
interested as member or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him or her as a director or officer of, or from his or
her interest in, such other company or Person. The Board may also cause the voting power conferred by the shares in any other company or Person held or owned by the Company to be exercised in such
manner in all respects as the Board thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company or
Person, or voting or providing for the payment of remuneration to the directors or officers of such other company or Person.

OFFICERS

24.   Officers of the Company

The Officers of the Company shall consist of a President and a Vice President or 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. Subject to compliance with any requirement of the Act, the same
individual may hold two (2) or more offices in the Company.

25.   Appointment of Officers

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26.   Remuneration of Officers

The Officers shall receive such remuneration and benefits, including, without limitation, participation in any share option or incentive plan in connection
therewith as the Board may from time to time determine. The Company shall not provide any Officer with a loan.

27.   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.

28.   Chairman of meetings

Unless otherwise agreed by a majority of those attending and entitled to attend and vote thereat, the Chairman, if there be one, and, if not, the President shall
act as chairman at all meetings of the Members and of the Board at which such person is present. In their absence, the Deputy Chairman or Vice President, if present, shall act as chairman and in the
absence of all of them, a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

29.   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

30.   Obligations of Board to keep minutes

INDEMNITY

31.   Indemnification of Directors and Officers of the Company

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32.   Waiver of claim by Member

The Company and each Member agrees to waive any claim or right of action it 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

33.   Notice of annual general meeting

The annual general meeting of the Company shall be held in each year of the Company's existence (including within the first year of incorporation) at such time
and place as the President or Chairman or any two Directors or any Director and the Secretary or the Board shall appoint. At least twenty (20) days' notice of such meeting shall be given to
each Member entitled to vote thereat as at the relevant record date determined pursuant to Bye-law 61 hereof stating the date, place and time at which the meeting is to be held, that the
election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.

34.   Notice of special general meeting

The President or Chairman or any two Directors or any Director and the Secretary 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 twenty (20) days' notice to each Member entitled to vote thereat as at the relevant record date determined pursuant to
Bye-law 61 hereof which shall state the date, time, place and the general nature of the business to be considered at the meeting.

35.   Accidental omission of notice of general meeting; Business to be conducted

36.   Meeting called on requisition of Members

Subject to the terms of any class or series of shares issued by the Company and notwithstanding anything herein, the Board shall, on the requisition of Members
holding at the date of the deposit of the requisition not less than 25% 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.

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37.   Short notice

Subject to the terms of any class or series of shares issued by the Company, 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.

38.   Postponement of meetings

The Secretary or any Director, upon resolution of a majority of the Board, may postpone any general meeting called in accordance with the provisions of these
Bye-laws (other than a meeting requisitioned under these Bye-laws),providedthat notice of postponement is given to each Member
entitled to vote thereat as at the relevant record date determined pursuant to Bye-law 61 hereof before the time for such meeting. Fresh notice of the date, time and place for the
postponed meeting shall be given to each Member entitled to vote thereat as at the relevant record date determined pursuant to Bye-law 61 hereof in accordance with the provisions of these
Bye-laws.

39.   Quorum for general meeting

At any general meeting of the Company two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued and
outstanding voting shares in the Company as at the relevant record date determined pursuant to Bye-law 61 hereof throughout the meeting shall form a quorum for the transaction of
business;provided,however, 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 and
notify Members at such meeting. Unless the meeting is so adjourned to a specific date and time, 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 any general meeting unless a quorum is present when the meeting proceeds to business and
continues throughout the meeting, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman of the meeting which shall not be treated as part of the business of
the meeting.

40.   Adjournment of meetings

The chairman of a general meeting may, with the consent of 50% of the Members present in person or by proxy at any general meeting (and shall if so directed),
adjourn the meeting. Unless the meeting is adjourned to a specific date and time, 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.

41.   Attendance at meetings

Unless the Board determines otherwise, Members may participate in any general meeting 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.

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42.   Written resolutions

43.   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.

44.   Voting at meetings

45.   Voting on show of hands

At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or
restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Bye-laws, every Member present in person and every person holding a valid
proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his or her hand.

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46.   Decision of chairman

At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to the provisions of these
Bye-laws, be conclusive evidence of that fact.

47.   Demand for a poll

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48.   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.

49.   Instrument of proxy

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50.   Representation of corporations at meetings

A corporation which is a Member may, by written instrument, authorise one or more Persons as it thinks fit to act as its representative at any meeting of the
Members and the Person or Persons so authorised shall be entitled to exercise the same powers on behalf of the corporation which such Person or Persons represent as that corporation could exercise if
it were an individual Member. Such corporation shall for the purposes of these Bye-laws be deemed to be present in person at any such meeting if a Person so authorised is present at the
meeting. 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.

SHARE CAPITAL AND SHARES

51.   Rights of shares

52.   Power to issue shares

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53.   Variation of rights and alteration of share capital

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54.   Registered holder of shares

55.   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.

56.   Share certificates

57.   Calls on shares

The Board may from time to time make such calls as it thinks fit upon the Members in respect of any monies unpaid on the shares allotted to or held by such
Members.

58.   Forfeiture of shares

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REGISTER OF MEMBERS

59.   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.

60.   Inspection of Register of Members

61.   Determination of record dates

Notwithstanding any other provision of these Bye-laws, the Board may fix any date as the record date for:



TRANSFER OF SHARES

62.   Instrument of transfer

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63.   [reserved]

64.   [reserved]

65.   Lien on shares

TRANSMISSION OF SHARES

66.   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 66, 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.

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67.   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

68.   Declaration of dividends by the Board

The Board may, subject to any rights or restrictions at the time lawfully attached to any class or series of shares and subject to these Bye-laws and
in accordance with Section 54 of the Act, declare a dividend to be paid to the Members according to their rights and interests in shares, and such dividend may be paid in cash or wholly or
partly in specie in which case the Board may fix the value for distribution in specie of any assets.

69.   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.

70.   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 or general purpose.

71.   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.

72.   Unclaimed dividends

Any dividend or distribution unclaimed for a period of six years from the date of declaration of such dividend or distribution shall be forfeited and shall revert
and belong to the Company and the payment by the Board of any unclaimed dividend or distribution, interest or other sum payable on or in respect of the share into a separate account shall not
constitute the Company a trustee in respect thereof.

73.   Interest on dividend

No dividend or distribution shall bear interest against the Company.

CAPITALIZATION

74.   Issue of bonus shares

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ACCOUNTS AND FINANCIAL STATEMENTS

75.   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:



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. No Member in its capacity as a Member shall have any right to inspect any accounting record or book or document of the
Company except as conferred by the Act or as authorised by the Board or as provided in these Bye-laws.

76.   Financial year end

The financial year end of the Company may be determined by the Board and failing such resolution shall be 31st December in each year.

77.   Financial statements

Subject to any rights to waive laying of accounts pursuant to Section 88 of the Act, financial statements as required by the Act shall be laid before the
Members in general meeting.

AUDIT

78.   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. Such Auditor may be a Member but no Director, Officer or employee of the Company shall, during his or her continuance
in office, be eligible to act as an Auditor of the Company.

79.   Remuneration of Auditor

The remuneration of the Auditor shall be fixed by the Audit Committee in accordance with Bye-law 8(b) hereof.

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80.   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 may fill the vacancy thereby created.

81.   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.

82.   Report of the Auditor

NOTICES

83.   Notices to Members of the Company

A notice may be served 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 mail, courier service, cable, telex, telecopier, facsimile, electronic
mail or other mode of representing words in a legible and non-transitory form. If such notice is sent by next-day courier, cable, telex, telecopier, facsimile or
electronic-mail, it shall be deemed to have been served the Business Day following the sending thereof and, if by registered mail, three Business Days following the sending thereof. 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 or other method as the case may be.

84.   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.

85.   [reserved]

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SEAL OF THE COMPANY

86.   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.

87.   Manner in which seal is to be affixed

Subject to Bye-law 56 hereof, 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,providedthat 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. The seal of the Company and any such signature may be
printed or affixed by mechanical means on any share certificate, debenture, stock certificate or other security certificate.

BENEFITS, PENSIONS AND INSURANCE

88.   Benefits

The Board may (by establishment of or maintenance of schemes or otherwise) provide benefits, whether by share options or incentive plans, for any past or present
Director, Officer or employee of the Company or any of its Subsidiaries or affiliates and for any member of his or her family (including a spouse and a former spouse) or any individual who is or was
dependent on him or her, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit; provided,
however, that any such provision, payment or contribution is not in contravention of the Sarbanes-Oxley Act of 2002, whether or not the
Company is subject to the provisions thereof.

89.   Insurance

Without prejudice to the provisions of Bye-laws 31 and 32 hereof, the Board shall have the power to purchase and maintain insurance for or for the
benefit of any individuals who are or were at any time Directors, Officers or employees of the Company, or of any of its Subsidiaries or affiliates, or who are or were at any time trustees of any
pension fund in which Directors, Officers or employees of the Company or any such Subsidiary or affiliate are interested, including (without prejudice to the generality of the foregoing) insurance
against any liability incurred by such individuals in respect of any act or omission in the actual or purported execution or discharge of their duties or in the exercise or purported exercise of their
powers or otherwise in relation to their duties, powers or offices in relation to the Company or any such other company, Subsidiary, affiliate or pension fund;provided,
however, that any such provision for, or payment or contribution to or on behalf of any Director, Officer or employee shall not be in contravention of the Sarbanes-Oxley Act of
2002, whether or not the Company is subject to the provisions thereof.

90.   Limitation on Accountability

No Director or former Director shall be accountable to the Company or the Members for any remuneration or benefit provided pursuant to Bye-laws 22, 88
or 89 hereof and the receipt of any such benefit shall not disqualify any individual from being or becoming a Director of the Company.

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UNTRACED MEMBERS

91.   Sale of Shares

The Company shall be entitled to sell at the best price reasonably obtainable, or if the shares are listed on a stock exchange to purchase at the trading price on
the date of purchase, the shares of a Member or the shares to which a Person is entitled by virtue of transmission on death, bankruptcy or otherwise by operation of law; provided, that:



If
during any six-year period referred to above, further shares have been issued in right of those held at the beginning of such period or of any previously issued during
such period and all the other requirements of this Bye-law 91 (other than the requirement that they be in issue for six years) have been satisfied in regard to the further shares, the
Company may also sell or purchase the further shares.

92.   Instrument of Transfer

To give effect to any such sale or purchase under Bye-law 91, the Board may authorise an Officer to execute an instrument of transfer of the shares
sold or purchased to, or in accordance with the directions of, the purchaser and the instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of,
or person entitled by transmission to, the shares. The transferee of any shares sold shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected
by any irregularity in, or invalidity of, the proceedings relating to the sale.

93.   Proceeds of Sale

The net proceeds of the sale or purchase of shares pursuant to Bye-law 91 hereof shall belong to the Company which, for the period of six years after
the transfer or purchase, shall be obliged to account to the former Member or other Person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former
Member or other Person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company
shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Board from time to time thinks
fit. After the said six-year period has passed, the net proceeds of share shall become the property of the Company, absolutely, and any

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rights
of the former Member or other Person previously entitled as aforesaid shall terminate completely.

WINDING UP

94.   Determination to liquidate

Subject to the Act, the Company may be wound up voluntarily by resolution of the Members. The Board shall have the power to present any petition and make any
application in connection with the winding up or liquidation of the Company, prior to the passing of a resolution of the Members authorising the wind up.

95.   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 or she 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.

AMALGAMATION

96.   Amalgamation

Any resolution proposed for consideration at any general meeting to approve the amalgamation (as such term is used in Section 104 of the Act) of the
Company with any other company, wherever incorporated, shall require the approval of:



ADDITIONAL REQUIREMENTS

97.   Additional Requirements

To the extent not otherwise herein provided, in addition to the provisions of the Act, the Company shall at all times abide by the requirements of the
Sarbanes-Oxley Act of 2002, whether or not the Company is subject to the provisions thereof, and any applicable rule or regulations of any U.S. national securities exchange on which the Common Shares
are listed, and, if not listed on a U.S. national securities exchange, the listing requirements of the Nasdaq National Market.

ALTERATION OF BYE-LAWS

98.   Alteration of Bye-laws

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 adopted by at least a majority of the Members entitled to vote at any special or general meeting of the Company.

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SCHEDULEFORM A (Bye-law 49)

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P R O X Y

I/We
of
the holder(s) of                        share(s) in the above-named 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            , 20
    , and at any adjournment thereof.

Dated
this            day of                        , 20

*GIVEN
under the seal of the Company
*Signed by the above-named

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Witness

*Delete
as applicable.

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SCHEDULEFORM B (Bye-law 58)    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........, 20.. last, in respect of the
[number] share(s) [numbers in figures] standing in your name in the Register of Members of the Company, on the...... day of........., 20.. 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........., 20... last, on or before the....... day of........., 20... next at the place of business of the Company the share(s) will be liable to be forfeited.

Dated
this....... day of.............., 20...

[Signature
of Secretary]

By
order of the Board

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SCHEDULEFORM C (BYE-LAW 62)    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 |  | [name of Company]
|--------- |  | -----------------
|          |  |                  

|Dated               |  | 
|------------------- |  | 
|                    | 
|                    | 
|(Transferor)        | 
|In the presence of: | 
|(Witness)           | 
|                    |  | 
|                    | 
|(Transferee)        | 
|                    |  | 
|In the presence of: | 
|(Witness)           | 

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SCHEDULEFORM D (Bye-law 67)    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 [Company] 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            , 20

|                             |  |  
|---------------------------- |  | -
|Signed by the above-named    |  | )
|[person or persons entitled] |  | )
|in the presence of:          |  | )
|Signed by the above-named    |  | )
|[transferee]                 |  | )
|in the presence of:          |  | )

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