8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  May 13,2005

New Skies Satellites Holdings Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	001-32495		98-0439657
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code (441) 295-1433

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry Into a Material Definitive Agreement

In connection with the consummation of the offering (the “Offering”) described in the Registration Statement on Form S-1 (File No. 333-122322) (the “Registration Statement”) filed by New Skies Satellites Holdings Ltd. (the “Company”) under the Securities Act of 1933, as amended (the “Securities Act”), the Company entered into the following agreements:

Registration Rights Agreement

As contemplated by the Registration Statement, the Company entered into a Registration Rights Agreement dated May 13, 2005, between and among the Company, Blackstone NSS Communications Partners (Cayman) L.P., Blackstone Family Communications Partnership (Cayman) L.P., Blackstone Capital Partners (Cayman) IV L.P., Blackstone Capital Partners (Cayman) IV-A L.P., Blackstone Family Investment Partnership (Cayman) IV-A L.P., Daniel Goldberg, Andrew Browne, Thai Rubin, Michael Schwartz, Scott Sprague and Stephen Stott.  The description of the Registration Rights Agreement in the Registration Statement is incorporated herein by reference.  Such description is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 10.1 to this document and is incorporated by reference in this document.

New Skies Satellites Holdings Ltd. 2005 Stock Incentive Plan

As contemplated by the Registration Statement, the Company adopted the New Skies Satellites Holdings Ltd. 2005 Stock Incentive Plan (the “2005 Stock Incentive Plan”).  The description of the 2005 Stock Incentive Plan in the Registration Statement is incorporated herein by reference.  Such description is qualified in its entirety by reference to the 2005 Stock Incentive Plan, which is filed as Exhibit 10.2 to this document and is incorporated by reference in this document.

Agreements with Members of our Management

Reference is made to Item 3.02 for option grants made by the Company.

Item 1.02Termination of a Material Definitive Agreement

As contemplated by the Registration Statement, on May 13, 2005, the Transaction and Monitoring Fee Agreement, dated as of November 2, 2004, between New Skies Satellites B.V. and Blackstone Management Partners IV L.L.C. (the “Monitoring Fee Agreement”), filed as Exhibit 10.18 to the Registration Statement, was terminated pursuant to its terms and in connection with the Offering.  Pursuant to the terms of the Monitoring Fee Agreement, New Skies Satellites B.V. paid Blackstone Management Partners IV L.L.C. a lump sum fee of  approximately $6.1 million in connection with the termination.  The description of the Monitoring Fee Agreement in the Registration Statement is incorporated herein by reference.

Item 3.02Unregistered Sales of Equity Securities

On May 10, 2005, the Company granted certain of its employees options to purchase 1,871,894 shares of Common Stock pursuant to the 2005 Stock Incentive Plan.  The options have a ten year term.  Approximately 10% of the options granted were vested and exercisable on the date of grant (the “Vested Options”).  The Vested Options have an exercise price of $7.69.  Approximately 90% of the options granted become vested and exercisable subject to the optionees’ continued employment (the “Time and Performance Options”).  Subject to the optionees’ continued employment, certain of the shares subject

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to the options will vest ratably over four years and certain of the options will vest on the seventh anniversary of the date of grant if the imputed annual compounded internal rate of return to the investments funds is at least 20% on this date.  The Time and Performance Options have an exercise price of $3.37.  The grants of options to purchase shares of Common Stock were made pursuant to the 2005 Stock Incentive Plan in reliance on the exemption from registration provided by Section 701 of the Securities Act.

Of the total number of options granted pursuant to the 2005 Stock Incentive Plan, options to purchase 703,876 shares were granted to Daniel Goldberg, our President and a member of our board of directors and Chief Executive Officer of New Skies Satellites B.V., options to purchase 275,843 shares were granted to Andrew Browne, our Vice President and a member of our board of directors and Chief Financial Officer of New Skies Satellites B.V., options to purchase 156,945 shares were granted to Stephen Stott, the Chief Technical Officer of New Skies Satellites B.V., options to purchase 146,482 shares were granted to Michael Schwartz, the Senior Vice President of Marketing and Corporate Development of New Skies Satellites B.V., options to purchase 109,386 shares were granted to Scott Sprague, the Chief Technical Officer of New Skies Satellites B.V., options to purchase 129,361 shares were granted to Thai Rubin, our Secretary and the General Counsel of New Skies Satellites B.V., and options to purchase 28,700 shares were granted to Adrien Bull, the Controller of New Skies Satellites B.V.

The form of option agreement for Daniel Goldberg is filed herewith as Exhibit 10.3.  The form of option agreement for members of our Executive Management Committee, which is composed of our six most senior executives, is filed herewith as Exhibit 10.4.  The form of option agreement for persons other than members of the Executive Management Committee is filed herewith as Exhibit 10.5.

Item 5.03Amendments to Articles of Incorporation or Bylaws

As contemplated by the Registration Statement, on May 13, 2005, the Company adopted the Amended and Restated Bye-Laws of New Skies Satellites Holdings Ltd. (the “Amended and Restated Bye-Laws”).  The description of the Amended and Restated Bye-Laws in the Registration Statement is incorporated herein by reference.  Such description is qualified in its entirety by reference to the Amended and Restated Bye-Laws, which are filed as Exhibit 3.1 to this document and are incorporated by reference in this document.

Item 9.01Financial Statements and Exhibits.

(c)Exhibits.

Exhibit Number

3.1	Amended and Restated Bye-Laws of New Skies Satellites Holdings Ltd.
10.1	Registration Rights Agreement of New Skies Satellites Holdings Ltd.
10.2	New Skies Satellites Holdings Ltd. 2005 Stock Incentive Plan
10.3	Form of Nonqualified Stock Option Agreement (Daniel Goldberg)
10.4	Form of Nonqualified Stock Option Agreement (Executive Management Committee members)
10.5	Form of Nonqualified Stock Option Agreement (general form)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		New Skies Satellites Holdings Ltd.
Date:	May 17, 2005
		By:	/s/ Thai E. Rubin
			Name: Thai E. Rubin
			Title: Secretary

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EXHIBIT INDEX

Exhibit Number
3.1	Amended and Restated Bye-Laws of New Skies Satellites Holdings Ltd.
10.1	Registration Rights Agreement of New Skies Satellites Holdings Ltd.
10.2	New Skies Satellites Holdings Ltd. 2005 Stock Incentive Plan
10.3	Form of Nonqualified Stock Option Agreement (Daniel Goldberg)
10.4	Form of Nonqualified Stock Option Agreement (Executive Management Committee members)
10.5	Form of Nonqualified Stock Option Agreement (general form)

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EX-3.1

Exhibit 3.1

A M E N D E D   A N D   R E S T A T E D   B Y E - L A W S

of

NEW SKIES SATELLITES HOLDINGS LTD

INTERPRETATION

1.1.1In these Bye-Laws, unless the context otherwise requires:

“affiliate” shall, for the purposes of Bye-Law 158 only, have the meaning set out in Bye-Law 158.2;

“Bermuda” means the Islands of Bermuda;

“Board” means the Board of Directors of the Company or the Directors present at a meeting of Directors at which there is a quorum;

“clear days” means, in relation to the period of a notice, that period excluding the day on which the notice is given or served, or deemed to be given or served, and the day for which it is given or on which it is to take effect;

“Common Shares” shall mean the shares as defined in Bye-Law 3.1;

“the Companies Acts” means every Bermuda statute from time to time in force concerning companies insofar as the same applies to the Company;

“Company” means the company incorporated in Bermuda under the name of New Skies Satellites Holdings Ltd on 14^th January, 2005;

“Control” shall, for the purposes of Bye-Law 158 only, have the meaning set out in Bye-Law 158.2;

“Director” means such person or persons as shall be appointed to the Board from time to time pursuant to these Bye-Laws;

“Existing Shareholders” means any person who is a shareholder on the Record Date, which shall be a date before the IPO Date, for a dividend to be declared prior to the IPO Date;

“For Cause” means for breach of his duties to the Company, for breach of any contract of employment he may have with the Company, for actions judged by the Board to have caused or risk causing damage or loss to the Company or for other conduct inconsistent with his duty to act in the best interests of the Company;

“Indemnified Person” means any Director, Officer, Resident Representative, member of a committee duly constituted under Bye-Law 104 and any liquidator, manager or trustee for the time being acting in relation to the affairs of the Company, and his heirs, executors and administrators;

“Interested Shareholder” shall, for the purposes of Bye-Law 158 only, have the meaning set out in Bye-Law 158.2;

 “IPO” means the initial public offering (including the Over-Allotment Option) of up to 13,685,000 Common Shares of the Company pursuant to a prospectus issued by the Company and dated 9 May, 2005;

“IPO Date” means the date of closing of the IPO;

“Mandatory Dividends” all dividends or distributions of contributed surplus declared on or prior to the IPO whether payable to Shareholders before or after the IPO Date;

“Officer” means a person appointed by the Board pursuant to Bye-Law 118 and shall not include an auditor of the Company;

“Over-Allotment Option” means the option contained in paragraph 2 of the underwriting agreement dated 9 May 2005 between the Company and the Underwriters (as defined therein) to purchase some or all of the Optional Shares (as defined therein);

“paid up” means paid up or credited as paid up;

“Preferred Shares” shall mean the shares as defined in Bye-Law 3.1;

“Register” means the Register of Shareholders of the Company and, except in Bye-Laws 32 and 33, includes any branch register;

“Registered Office” means the registered office for the time being of the Company;

“Resident Representative” means (if any) the individual (or, if permitted in accordance with the Companies Acts, the company) appointed to perform the duties of resident representative set out in the Companies Acts and includes any assistant or deputy Resident Representative appointed by the Board to perform any of the duties of the Resident Representative;

“Resolution” means a resolution of the Shareholders or, where required, of a separate class or separate classes of Shareholders adopted either in general meeting or by written resolution in accordance with the provisions of these Bye-Laws;

“Seal” means the common seal of the Company and includes any authorised duplicate thereof;

“Secretary” includes a joint, temporary, assistant or deputy Secretary and any person appointed by the Board to perform any of the duties of the Secretary;

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“share” means share in the capital of the Company, including a Common Share or a Preferred Share, and includes a fraction of a share;

“Shareholder” means a shareholder or member of the Company, provided that for the purposes of Bye-Laws 148-154 inclusive it shall also include any holder of notes, debentures or bonds issued by the Company;

“Specified Place” means the place, if any, specified in the notice of any meeting of the shareholders, or adjourned meeting of the shareholders, at which the chairman of the meeting shall preside;

“Subsidiary” and “Holding Company” have the same meanings as in section 86 of the Companies Act 1981, except that references in that section to a company shall include any body corporate or other legal entity, whether incorporated or established in Bermuda or elsewhere;

“these Bye-Laws” means these Bye-Laws in their present form or as from time to time amended; and

“voting shares” shall, for the purposes of Bye-Law 158 only, have the meaning set out in Bye-Law 158.2.

1.2For the purposes of these Bye-Laws, a corporation shall be deemed to be present in person if its representative duly authorised pursuant to the Companies Acts is present.

1.3Words importing only the singular number include the plural number and vice versa.

1.4Words importing only the masculine gender include the feminine and neuter genders respectively.

1.5Words importing persons include companies or associations or bodies of persons, whether corporate or un-incorporate.

1.6A reference to writing shall include typewriting, printing, lithography, photography and other modes of representing or reproducing words in a legible and non-transitory form.

1.7Any words or expressions defined in the Companies Acts in force at the date when these Bye-Laws or any part thereof are adopted shall bear the same meaning in these Bye-Laws or such part (as the case may be).

1.8A reference to anything being done by electronic means includes its being done by means of any electronic or other communications equipment or facilities and reference to any communication being delivered or received, or being delivered or received at a particular place, includes the transmission of an electronic or similar communication, and to a recipient identified in such manner or by such

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means as the Board may from time to time approve or prescribe, either generally or for a particular purpose.

1.9A reference to a signature or to anything being signed or executed include such forms of electronic signature or other means of verifying the authenticity of an electronic or similar communication as the Board may from time to time approve or prescribe, either generally or for a particular purpose.

1.10A reference to any statute or statutory provision (whether in Bermuda or elsewhere) includes a reference to any modification or re-enactment of it for the time being in force and to every rule, regulation or order made under it (or under any such modification or re-enactment) and for the time being in force and any reference to any rule, regulation or order made under any such statute or statutory provision includes a reference to any modification or replacement of such rule, regulation or order for the time being in force.

1.11In these Bye-Laws:

1.11.1powers of delegation shall not be restrictively construed but the widest interpretation shall be given thereto;

1.11.2the word “Board” in the context of the exercise of any power contained in these Bye-Laws includes any committee consisting of one or more Directors, any Director holding executive office and any local or divisional Board, manager or agent of the Company to which or, as the ease may be, to whom the power in question has been delegated;

1.11.3no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of any other power of delegation; and

1.11.4except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Bye-Laws or under another delegation of the powers.

REGISTERED OFFICE

2.The Registered Office shall be at such place in Bermuda as the Board shall from time to time appoint.

SHARE CAPITAL

3.3.1The authorised share capital of the Company at the date of adoption of these Bye-Laws is US$7,500,000 divided into 500,000,000 common shares of par value US$0.01 each (“Common Shares”) and 250,000,000 preferred shares of par value US$0.01 each (“Preferred Shares”).

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3.2Common Shares

The Common Shares shall, subject to the other provisions of these Bye-Laws, entitle the holders thereof to the following rights:

3.2.1as regards dividend:

3.2.1.1after making all necessary provisions, where relevant, for payment of the Mandatory Dividends or of any preferred dividend in respect of any preference shares in the Company then outstanding, the Company shall apply any profits or reserves which the Board resolves to distribute in paying such profits or reserves to the holder of the Common Shares in respect of their holding of such shares pari passu and pro rata to the number of Common Shares held by each of them;

3.2.2as regards capital:

on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Common Shares shall be entitled to be paid the surplus assets of the Company remaining after payment of its liabilities (subject to the rights of holders of any Preferred Shares in the Company then in issue having preferred rights on the return of capital) in respect of their holdings of Common Shares pari passu and pro rata to the number of Common Shares held by each of them;

3.2.3as regards voting in general meetings:

the holders of the Common Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company; every holder of Common Shares present in person or by proxy shall on a poll have one vote for each Common Share held by him.

3.3Preferred Shares

The rights attaching to the Preferred Shares, subject to these Bye-Laws generally and to Bye-Law 3.4 in particular, shall be as follows:

3.3.1each Preferred Share shall have attached to it such preferred, qualified or other special rights, privileges and conditions and be subject to such restrictions, whether in regard to dividend, return of capital, redemption, conversion into Common Shares, exchange, liquidation or voting or otherwise, as the Board may determine on or before its allotment;

3.3.2the Board may allot the Preferred Shares in more than one series and, if it does so, may name and designate each series in such manner as it

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deems appropriate to reflect the particular rights and restrictions attached to that series, which may differ in all or any respects from any other series of Preferred Shares;

3.3.3the particular rights and restrictions attached to any Preferred Shares shall be recorded in a resolution of the Board.  The Board may at any time before the allotment of any Preferred Share by further resolution in any way amend such rights and restrictions or vary or revoke its designation.  A copy of any such resolution or amending resolution for the time being in force shall be annexed as an appendix to (but shall not form part of) these Bye-Laws; and

3.3.4the Board shall not attach to any Preferred Share any rights or restrictions which would alter or abrogate any of the special rights attached to any other class of series of shares for the time being in issue without such sanction as is required for any alteration or abrogation of such rights, unless expressly authorised to do so by the rights attaching to or by the terms of issue of such shares.

3.4Without limiting the foregoing and subject to the Companies Acts, the Company may issue preference shares (including any Preferred Shares created pursuant to Bye-Law 3.3) which:

3.4.1are liable to be redeemed on the happening of a specified event or events or on a given date or dates and/or;

3.4.2are liable to be redeemed at the option of the Company and/or, if authorised by the Memorandum of Association of the Company, at the option of the holder.

3.5The terms and manner of the redemption of any redeemable shares created pursuant to Bye-Law 3.3 shall be as the Board may by resolution determine before the allotment of such shares and the terms and manner of redemption of any other redeemable preference shares shall be either:

3.5.1as the Shareholders may by Resolution determine; or

3.5.2insofar as the Shareholders do not by any Resolution determine, as the Board may by resolution determine, in either case, before the allotment of such shares.  A copy of any such Resolution or resolution of the Board for the time being in force shall be attached as an appendix to (but shall not form part of) these Bye-Laws.

3.6The terms of any redeemable preference shares (including any redeemable Preferred Shares created pursuant to Bye-Law 3.3) may provide for the whole or any part of the amount due on redemption to be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts.

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3.7Subject to the foregoing and to any special rights conferred on the holders of any share or class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may by Resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine.

4.The Board may, at its discretion and without the sanction of a Resolution, authorise the purchase by the Company of its own shares, of any class, at any price (whether at par or above or below par), and any shares to be so purchased may be selected in any manner whatsoever, upon such terms as the Board may in its discretion determine, provided always that such purchase is effected in accordance with the provisions of the Companies Acts.  The whole or any part of the amount payable on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts.

MODIFICATION OF RIGHTS

5.Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of shares for the time being issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less than seventy five percent (75%) of the issued shares of that class or with the sanction of a Resolution passed at a separate general meeting of the holders of such shares voting in person or by proxy.  To any such separate general meeting, all the provisions of these Bye-Laws as to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be two or more persons holding or representing by proxy the majority of the shares of the relevant class, that every holder of shares of the relevant class shall be entitled on a poll to one vote for every such share held by him and that any holder of shares of the relevant class present in person or by proxy may demand a poll; provided, however, that if the Company or a class of Shareholders shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum.

6.For the purposes of this Bye-Law, unless otherwise expressly provided by the rights attached to any shares or class of shares, those rights attaching to any class of shares for the time being shall not be deemed to be altered by:

6.1the creation or issue of further shares ranking pari passu with them;

6.2the creation or issue for full value (as determined by the Board) of further shares ranking as regards participation in the profits or assets of the Company or otherwise in priority to them; or

6.3the purchase or redemption by the Company of any of its own shares.

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SHARES

7.Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.

8.The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by law. Subject to the provisions of the Companies Acts, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

9.Shares may be issued in fractional denominations and in such event the Company shall deal with such fractions to the same extent as its whole shares, so that a share in a fractional denomination shall have, in proportion to the fraction of a whole share that it represents, all the rights of a whole share, including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

10.Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as otherwise provided in these Bye-Laws or by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

CERTIFICATES

11.No share certificates shall be issued by the Company unless, in respect of a class of shares, the Board has either for all or for some holders of such shares (who may be determined in such manner as the Board thinks fit) determined that the holder of such shares may be entitled to share certificates.  In the case of a share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all.

12.If a share certificate is defaced, lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of defacement, on delivery of the old certificate to the Company.

13.All certificates for share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating thereto otherwise provide, be in such form as the Board

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may determine, issued under the Seal.  The Board may by resolution determine, either generally or in any particular case, that any signatures on any such certificates need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any persons, or may determine that a representation of the Seal may be printed on any such certificates.  If any person holding an office in the Company who has signed, or whose facsimile signature has been used on, any certificate ceases for any reason to hold his office, such certificate may nevertheless be issued as though that person had not ceased to hold such office.

14.Nothing in these Bye-Laws shall prevent title to any securities of the Company from being evidenced and/or transferred without a written instrument in accordance with regulations made from time to time in this regard under the Companies Acts, and the Board shall have power to implement any arrangements which it may think fit for such evidencing and/or transfer which accord with those regulations.

LIEN

15.The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies, whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such share in respect of such share, and the Company shall also have a first and paramount lien on every share (other than a fully paid share) standing registered in the name of a Shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such Shareholder or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such Shareholder, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder or not.  The Company’s lien on a share shall extend to all dividends payable thereon.  The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Bye-Law.

16.The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share.

17.The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person who was the holder of the share immediately before such sale.  For giving effect to any such sale, the Board may authorise some person to transfer the share sold to the purchaser thereof.  The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money,

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nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.

18.18.1Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any shares registered in any of the Company’s registers as held either jointly or solely by any Shareholder or in respect of any dividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such Shareholder by the Company on or in respect of any shares registered as aforesaid or for or on account or in respect of any Shareholder and whether in consequence of:

18.1.1.the death of such Shareholder;

18.1.2the non-payment of any income tax or other tax by such Shareholder;

18.1.3the non-payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such Shareholder or by or out of his estate; or

18.1.4any other act or thing;

in every such case (except to the extent that the rights conferred upon holders of any class of shares render the Company liable to make additional payments in respect of sums withheld on account of the foregoing):

18.2the Company shall be fully indemnified by such Shareholder or his executor or administrator from all liability;

18.3the Company shall have a lien upon all dividends and other monies payable in respect of the shares registered in any of the Company’s registers as held either jointly or solely by such Shareholder for all monies paid or payable by the Company in respect of such shares or in respect of any dividends or other monies as aforesaid thereon or for or on account or in respect of such Shareholder under or in consequence of any such law together with interest at the rate of fifteen percent (15%) per annum thereon from the date of payment to date of repayment and may deduct or set off against such dividends or other monies payable as aforesaid any monies paid or payable by the Company as aforesaid together with interest as aforesaid;

18.4the Company may recover as a debt due from such Shareholder or his executor or administrator wherever constituted any monies paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period aforesaid in excess of any dividends or other monies as aforesaid then due or payable by the Company;

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18.5the Company may, if any such money is paid or payable by it under any such law as aforesaid, refuse to register a transfer of any shares by any such Shareholder or his executor or administrator until such money and interest as aforesaid is set off or deducted as aforesaid, or in case the same exceeds the amount of any such dividends or other monies as aforesaid then due or payable by the Company, until such excess is paid to the Company.

Subject to the rights conferred upon the holders of any class of shares, nothing herein contained shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company and as between the Company and every such Shareholder as aforesaid, his estate representative, executor, administrator and estate wheresoever constituted or situate, any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.

CALLS ON SHARES

19.The Board may from time to time make calls upon the Shareholders in respect of any monies unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall (subject to the Company serving upon him at least fourteen (14) days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares.  A call may be revoked or postponed as the Board may determine.

20.A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.

21.The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

22.If a sum called in respect of the share shall not be paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of such interest wholly or in part.

23.Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Bye-Laws be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the same becomes payable and, in case of non-payment, all the relevant provisions of these Bye-Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

24.The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

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FORFEITURE OF SHARES

25.If a Shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

26.The notice shall name a further day (not being less than fourteen (14) days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the shares in respect of which such call is made or instalment is payable will be liable to be forfeited.  The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-Laws to forfeiture shall include surrender.

27.If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect.  Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

28.When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

29.A forfeited share shall be deemed to be the property of the Company and may be sold, re-offered or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit.

30.A person whose shares have been forfeited shall thereupon cease to be a Shareholder in respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited.

31.An affidavit in writing that the deponent is a Director of the Company or the Secretary and that a share has been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.  The Company may receive the consideration (if any) given for the share on the sale, re-allotment or disposition thereof and the Board may authorise some person to transfer the share to the person to whom the same is sold, re-allotted or

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disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.

REGISTER OF SHAREHOLDERS

32.The Register shall be kept at the Registered Office or at such other place in Bermuda as the Board may from time to time direct, in the manner prescribed by the Companies Acts.  Subject to the provisions of the Companies Acts, the Company may keep one or more overseas or branch registers in any place, and the Board may make, amend and revoke any such regulations as it may think fit respecting the keeping of such registers.  The Board may authorise any share on the Register to be included in a branch register or any share registered on a branch register to be registered on another branch register, provided that at all times the Register is maintained in accordance with the Companies Acts.

33.The Register or any branch register may be closed at such times and for such period as the Board may from time to time decide, subject to the Companies Acts.  Except during such time as it is closed, the Register and each branch register shall be open to inspection in the manner prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon (or between such other times as the Board from time to time determines) on every working day.  Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register or any branch register any indication of any trust or any equitable, contingent, future or partial interest in any share or any fractional part of a share and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of Bye-Law 10.

REGISTER OF DIRECTORS AND OFFICERS

34.The Secretary shall establish and maintain a register of the Directors and Officers of the Company as required by the Companies Acts.  The register of Directors and Officers shall be open to inspection in the manner prescribed by the Companies Acts between 9:00 a.m. and 5:00 p.m. in Bermuda on every working day.

TRANSFER OF SHARES

35.Subject to the Companies Acts and to such of the restrictions contained in these Bye-Laws as may be applicable, any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board may approve.

36.The instrument of transfer of a share shall be signed by or on behalf of the transferor and where any share is not fully-paid, the transferee.  The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof.  All instruments of transfer when registered may be retained by the Company.  The Board may, in its absolute discretion and without assigning any reason

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therefor, decline to register any transfer of any share which is not a fully-paid share.  The Board may also decline to register any transfer unless:

36.1the instrument of transfer is duly stamped (if required by law) and lodged with the Company, at such place as the Board shall appoint for the purpose, accompanied by the certificate for the shares (if any has been issued) to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer,

36.2the instrument of transfer is in respect of only one class of share,

36.3the instrument of transfer is in favour of less than five persons jointly; and

36.4it is satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Bermuda or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained.

Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under this Bye-Law and Bye-Laws 35 and 37.

37.If the Board declines to register a transfer it shall, within three (3) months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

38.Such fee as may be determined by the Board shall be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the Register relating to any share, (except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed on it in connection with such transfer or entry).

TRANSMISSION OF SHARES

39.In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder, and the estate representative, where he was sole holder, shall be the only person recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased holder (whether the sole or joint) from any liability in respect of any share held by him solely or jointly with other persons.  For the purpose of this Bye-Law, estate representative means the person to whom probate or letters of administration has or have been granted in Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-Law.

40.Any person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law may, subject as hereafter provided and upon

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such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have some person nominated by him registered as the transferee thereof.  If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.  If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee.  All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer signed by such Shareholder.

41.A person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other monies payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have become registered as the holder thereof.  The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within sixty days, the Board may thereafter withhold payment of all dividends and other monies payable in respect of the shares until the requirements of the notice have been complied with.

42.Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under Bye-Laws 39, 40 and 41.

INCREASE OF CAPITAL

43.The Company may from time to time increase its capital by such sum to be divided into shares of such par value as the Company by Resolution shall prescribe.

44.The Company may, by the Resolution increasing the capital, direct that the new shares or any of them shall be offered in the first instance either at par or at a premium or (subject to the provisions of the Companies Acts) at a discount to all the holders for the time being of shares of any class or classes in proportion to the number of such shares held by them respectively or make any other provision as to the issue of the new shares.

45.The new shares shall be subject to all the provisions of these Bye-Laws with reference to lien, the payment of calls, forfeiture, transfer, transmission and otherwise.

ALTERATION OF CAPITAL

46.The Company may from time to time by Resolution:

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46.1divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;

46.2consolidate and divide all or any of its share capital into shares of larger par value than its existing shares;

46.3sub-divide its shares or any of them into shares of smaller par value than is fixed by its memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

46.4make provision for the issue and allotment of shares which do not carry any voting rights;

46.5cancel shares which, at the date of the passing of the Resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; and

46.6change the currency denomination of its share capital.

Where any difficulty arises in regard to any division, consolidation, or sub-division under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the Shareholders who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to the purchaser thereof, who 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 or invalidity in the proceedings relating to the sale.

47.Subject to the Companies Acts and to any confirmation or consent required by law or these Bye-Laws, the Company may by Resolution from time to time convert any preference shares into redeemable preference shares.

REDUCTION OF CAPITAL

48.Subject to the Companies Acts, its memorandum and any confirmation or consent required by law or these Bye-Laws, the Company may from time to time by Resolution authorise the reduction of its issued share capital or any share premium account in any manner.

49.In relation to any such reduction, the Company may by Resolution determine the terms upon which such reduction is to be effected including, in the case of a reduction of part only of a class of shares, those shares to be affected.

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GENERAL MEETINGS AND WRITTEN RESOLUTIONS

50.The Board shall convene and the Company shall hold general meetings as Annual General Meetings in accordance with the requirements of the Companies Acts at such times and places as the Board or the Chairman shall appoint.  The Board or the Chairman may, whenever it or he thinks fit, and shall, when requisitioned by shareholders pursuant to the provisions of the Companies Acts, convene general meetings other than Annual General Meetings, which shall be called Special General Meetings, at such time and place as the Board may appoint.

51.51.1Except in the case of the removal of auditors and Directors, anything which may be done by Resolution in general meeting may, without a meeting and without any previous notice being required, be done by Resolution in writing, signed by all of the Shareholders or their proxies, or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts) on behalf of such Shareholder, being all of the Shareholders of the Company who at the date of the Resolution in writing would be entitled to attend a meeting and vote on the Resolution.  Such Resolution in writing may be signed in as many counterparts as may be necessary.

51.2For the purposes of this Bye-Law, the date of the Resolution in writing is the date when the Resolution is signed by, or on behalf of, the last Shareholder to sign and any reference in any enactment to the date of passing of a Resolution is, in relation to a Resolution in writing made in accordance with this section, a reference to such date.

51.3A Resolution in writing made in accordance with this Bye-Law is as valid as if it had been passed by the Company in general meeting or, if applicable, by a meeting of the relevant class of Shareholders of the Company, as the case may be.  A Resolution in writing made in accordance with this section shall constitute minutes for the purposes of the Companies Acts and these Bye-Laws.

NOTICE OF GENERAL MEETINGS

52.An Annual General Meeting or a Special General Meeting shall be called by not less than 5 but not more than 60 clear days notice in writing.  The notice shall specify the place, day and time of the meeting, (including any satellite meeting place arranged for the purposes of the Bye-Law 56) and, the nature of the business to be considered.  Notice of every general meeting shall be given in any manner permitted by Bye-Laws 141, 142 and 144 to all Shareholders other than such as, under the provisions of these Bye-Laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company and to each Director, and to any Resident Representative who or which has delivered a written notice upon the Registered Office requiring that such notice be sent to him or it.

53.The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any

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person entitled to receive such notice shall not invalidate the proceedings at that meeting.

54.A Shareholder present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

55.The Board may cancel or postpone a meeting of the Shareholders after it has been convened and notice of such cancellation or postponement shall be served in accordance with Bye-Law 141 upon all Shareholders entitled to notice of the meeting so cancelled or postponed setting out, where the meeting is postponed to a specific date, notice of the new meeting in accordance with Bye-Law 52.

GENERAL MEETINGS AT MORE THAN ONE PLACE

56.56.1The provisions of this Bye-Law shall apply if any general meeting is convened at or adjourned to more than one place.

56.2The notice of any meeting or adjourned meeting may specify the Specified Place and the Board shall make arrangements for simultaneous attendance and participation in a satellite meeting at other places (whether adjoining the Specified Place or in a different and separate place or places altogether or otherwise) by Shareholders.  The Shareholders present at any such satellite meeting place in person or by proxy and entitled to vote shall be counted in the quorum for, and shall be entitled to vote at, the general meeting in question if the chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that Shareholders attending at all the meeting places are able to:

56.2.1communicate simultaneously and instantaneously with the persons present at the other meeting place or places, whether by use of microphones, loud-speakers, audio-visual or other communications equipment or facilities; and

56.2.2have access to all documents which are required by the Companies Acts and these Bye-Laws to be made available at the meeting.

The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the Specified Place.  If it appears to the chairman of the general meeting that the facilities at the Specified Place or any satellite meeting place are or become inadequate for the purposes referred to above, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting.  All business conducted at that general meeting up to the time of such adjournment shall be valid.

56.3The Board may from time to time make such arrangements for the purpose of controlling the level of attendance at any such satellite meeting (whether

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involving the issue of tickets or the imposition of some means of selection or otherwise) as they shall in their absolute discretion consider appropriate, and may from time to time vary any such arrangements or make new arrangements in place of them, provided that a Shareholder who is not entitled to attend, in person or by proxy, at any particular place shall be entitled so to attend at one of the other places and the entitlement of any Shareholder so to attend the meeting or adjourned meeting at such place shall be subject to any such arrangements as may be for the time being in force and by the notice of meeting or adjourned meeting stated to apply to the meeting.

56.4If a meeting is adjourned to more than one place, notice of the adjourned meeting shall be given in the manner required by Bye-Law 52.

PROCEEDINGS AT GENERAL MEETINGS

57.No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the meeting.  Save as otherwise provided by these Bye-Laws, at least two Shareholders present in person or by proxy and entitled to vote representing the holders of more than 50% of the issued shares entitled to vote at such meeting shall be a quorum for all purposes; provided, however, that if the Company or a class of Shareholders shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum.

58.If within five minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved.  In any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting two Shareholders present in person or by proxy and entitled to vote and representing the holders of more than 50% of the issued shares entitled to vote at such meeting shall be a quorum, provided that if the Company or a class of Shareholders shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum.  The Company shall give not less than 7 clear days notice of any meeting adjourned through want of a quorum and such notice shall state that the sole Shareholder or, if more than one, two Shareholders present in person or by proxy and entitled to vote and representing the holders of more than 50% of the issued shares entitled to vote at such meeting shall be a quorum.  If at the adjourned meeting a quorum is not present within fifteen minutes after the time appointed for holding the meeting, the meeting shall be dissolved.

59.A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone, or by video conferencing) 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

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at such meeting.  If it appears to the chairman of a general meeting that the Specified Place is inadequate to accommodate all persons entitled and wishing to attend, the meeting is duly constituted and its proceedings are valid if the chairman is satisfied that adequate facilities are available, whether at the Specified Place or elsewhere, to ensure that each such person who is unable to be accommodated at the Specified Place is able to communicate simultaneously and instantaneously with the persons present at the Specified Place, whether by the use of microphones, loud-speakers, audio-visual or other communications equipment or facilities.

60.60.1Subject to the Companies Acts, a Resolution may only be put to a vote at a general meeting of the Company or of any class of Shareholders if:

60.1.1it is proposed by or at the direction of the Board; or

60.1.2it is proposed at the direction of the Court; or

60.1.3it is proposed on the requisition in writing of such number of Shareholders as is prescribed by, and is made in accordance with, the relevant provisions of the Companies Acts;

60.1.4it is proposed by a shareholder by a notice, not less than 90 days nor more than 120 days prior to the date of the Annual General Meeting or Special General Meeting; or

60.1.5the chairman of the meeting in his absolute discretion decides that the Resolution may properly be regarded as within the scope of the meeting.

60.2No amendment may be made to a Resolution, at or before the time when it is put to a vote, unless the chairman of the meeting in his absolute discretion decides that the amendment or the amended Resolution may properly be put to a vote at that meeting.

60.3If the chairman of the meeting rules a Resolution or an amendment to a Resolution admissible or out of order (as the case may be), the proceedings of the meeting or on the Resolution in question shall not be invalidated by any error in his ruling.  Any ruling by the chairman of the meeting in relation to a Resolution or an amendment to a Resolution shall be final and conclusive.

61.The Resident Representative, if any, upon giving the notice referred to in Bye-Law 52 above, shall be entitled to attend any general meeting of the Company and each Director shall be entitled to attend and speak at any general meeting of the Company.

62.The Chairman (if any) of the Board or, in his absence, the President shall preside as chairman at every general meeting.  If there is no such Chairman or President, or if at any meeting neither the Chairman nor the President is present within five minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall choose one of their number to act or if only one Director is present he shall preside as chairman if willing to act.  If no Director is

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present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to be chairman.

63.The chairman of the meeting may, with the consent by Resolution of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time (or sine die) and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. In addition to any other power of adjournment conferred by law, the chairman of the meeting may at any time without consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place (or sine die) if, in his opinion, it would facilitate the conduct of the business of the meeting to do so or if he is so directed (prior to or at the meeting) by the Board.  When a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Board. When a meeting is adjourned for three (3) months or more or for an indefinite period, at least 14 clear days’ notice shall be given of the adjourned meeting.  Save as expressly provided by these Bye-Laws, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

VOTING

64.64.1Subject to Bye-law 64.2, and save where a greater majority is required by the Companies Acts or these Bye-Laws, any question proposed for consideration at any general meeting shall be decided on by a simple majority of votes cast and without limited the generality of the forgoing, special majorities are required under Bye-Law 5, 155, 157 and 158.

64.2All elections of Directors shall be determined by a plurality of the votes cast by Shareholders present in person or represented by proxy at the meeting and entitled to vote on the election of Directors, so that the Director nominees being considered for election receiving the most Shareholder votes at such meeting will be elected as Directors to fill those vacancies on the Board available to be filled at such meeting.

65.Subject to Bye-Law 136 and to any rights or restrictions attached to any class of shares, at any meeting of the Company, each Shareholder present in person shall be entitled to one vote on any question to be decided on a show of hands and each Shareholder present in person or by proxy shall be entitled on a poll to one vote for each share held by him.

66.At any general meeting, a Resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

66.1the chairman of the meeting; or

66.2at least three (3) Shareholders present in person or represented by proxy; or

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66.3any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one tenth of the total voting rights of all the Shareholders having the right to vote at such meeting; or

66.4a Shareholder or Shareholders present in person or represented by proxy holding shares conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all such shares conferring such right.

67.The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.  If the demand for a poll is withdrawn, the chairman or any other Shareholder entitled may demand a poll.

68.Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a Resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded for or against such Resolution.

69.If a poll is duly demanded, the result of the poll shall be deemed to be the Resolution of the meeting at which the poll is demanded.

70.A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith.  A poll demanded on any other question shall be taken in such manner and either forthwith or at such time later in the meeting as the chairman shall direct and he may appoint scrutineers (who need not be Shareholders) and fix a time and place for declaring the result of the poll.  It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll.

71.The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded and it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

72.On a poll, votes may be cast either personally or by proxy.

73.A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

74.In the case of an equality of votes at a general meeting, whether on a show of hands or on a poll, the chairman of such meeting shall not be entitled to a second or casting vote and the Resolution shall fail.

75.In the case of joint holders of a share, 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

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holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.

76.A Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any Court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such Court and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as such Shareholder for the purpose of general meetings.

77.No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

78.If:

78.1any objection shall be raised to the qualification of any voter; or,

78.2any votes have been counted which ought not to have been counted or which might have been rejected; or,

78.3any votes are not counted which ought to have been counted,

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any Resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs.  Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any Resolution if the chairman decides that the same may have affected the decision of the meeting.  The decision of the chairman on such matters shall be final and conclusive.

PROXIES AND CORPORATE REPRESENTATIVES

79.A Shareholder may appoint one or more persons as his proxy, with or without the power of substitution, to represent him and vote on his behalf in respect of all or some only of his shares at any general meeting (including an adjourned meeting).  A proxy need not be a Shareholder.  The instrument appointing a proxy shall be in writing executed by the appointor or his attorney authorised by him in writing or, if the appointor is a corporation, either under its seal or executed by an officer, attorney or other person authorised to sign the same.

80.A Shareholder which is a corporation may, by written authorisation, appoint any person (or two or more persons in the alternative) as its representative to represent it and vote on its behalf at any general meeting (including an adjourned meeting) and such a corporate representative may exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual

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Shareholder and the Shareholder 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 it.

81.Any Shareholder may appoint a proxy or (if a corporation) representative for a specific general meeting, and adjournments thereof, or may appoint a standing proxy or (if a corporation) representative, by serving on the Company at the Registered Office, or at such place or places as the Board may otherwise specify for the purpose, a proxy or (if a corporation) an authorisation.  For the purposes of service on the Company pursuant to this Bye-Law, the provisions of Bye-Law 141 as to service on Shareholders shall mutatis mutandis apply to service on the Company. Any standing proxy or authorisation shall be valid for all general meetings and adjournments thereof or Resolutions in writing, as the case may be, until notice of revocation is received at the Registered Office or at such place or places as the Board may otherwise specify for the purpose.  Where a standing proxy or authorisation exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or in respect to which the Shareholder has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it.

82.Subject to Bye-Law 81, the instrument appointing a proxy or corporate representative together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the Registered Office (or at such place or places as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case or the case of a written Resolution, in any document sent therewith) not less than 24 hours or such other period as the Board may determine, prior to the holding of the relevant meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a written Resolution, prior to the effective date of the written Resolution and in default the instrument of proxy or authorisation shall not be treated as valid.

83.Instruments of proxy or authorisation shall be in any common form or in such other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting or any written Resolution forms of instruments of proxy or authorisation for use at that meeting or in connection with that written Resolution. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll, to speak at the meeting and to vote on any amendment of a written Resolution or amendment of a Resolution put to the meeting for which it is given as the proxy thinks fit.  The instrument of proxy or authorisation shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.  If the terms of the appointment of a proxy include a power of substitution, any proxy appointed by substitution under such power shall be deemed to be the proxy of the Shareholder who conferred such power.  All the provisions of these Bye-Laws

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relating to the execution and delivery of an instrument or other form of communication appointing or evidencing the appointment of a proxy shall apply, mutates mutandis, to the instrument or other form of communication effecting or evidencing such an appointment by substitution.

84.A vote given in accordance with the terms of an instrument of proxy or authorisation shall be valid notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the instrument of proxy or of the corporate authority, provided that no intimation in writing of such death, unsoundness of mind or revocation shall have been received by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy or authorisation in the notice convening the meeting or other documents sent therewith) at least one hour before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any written Resolution at which the instrument of proxy or authorisation is used.

85.Subject to the Companies Acts, the Board may at its discretion waive any of the provisions of these Bye-Laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend, speak and vote on behalf of any Shareholder at general meetings or to sign written Resolutions.

APPOINTMENT AND REMOVAL OF DIRECTORS

86.86.1At the point of adoption of these Bye-Laws on 13 May 2005, the Board consists of the following persons:

Ashkok Ganguly

Peter Wallace

Walid Kamhawi

David Tolley

Andrew Browne

Lawrence Guffey

Daniel Goldberg

86.2Ashkok Ganguly, Peter Wallace and Walid Kamhawi are each designated as a class I Directors, David Tolley and Andrew Browne are each designated as a class II Directors and Lawrence Guffey and Daniel Goldberg are each designated as a class III Directors for the purposes of these Bye-Laws.  There is no distinction in the voting or other powers and authorities of Directors of different classes; the classifications are solely for the purposes of the retirement by rotation provisions set out in Bye-Law 87.  All Directors will be designated as either class I, class II or class III Directors.  The Board shall from time to time by resolution determine the respective numbers of class I Directors, class II Directors and class III Directors provided that the number of Directors of any class shall not exceed by more than one the number of Directors of any other class.

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86.3Upon resignation or termination of office of any Director, if a new Director shall be appointed to the Board he will be designated to fill the vacancy arising and shall, for the purposes of these Bye-Laws, constitute a member of the class of Directors represented by the person that he replaces.

87.87.1Each class I Director shall (unless his office is vacated in accordance with these Bye-Laws) serve initially until the conclusion of the Annual General Meeting of the Company held in the calendar year 2006 and subsequently shall (unless his office is vacated in accordance with these Bye-Laws) serve for three-year terms, each concluding at the third Annual General Meeting after the class I Directors together were last appointed or re-appointed.

87.2Each class II Director shall (unless his office is vacated in accordance with these Bye-Laws) serve initially until the conclusion of the Annual General Meeting of the Company held in the calendar year 2007 and subsequently shall (unless his office is vacated in accordance with these Bye-Laws) serve for three-year terms, each concluding at the third Annual General Meeting after the class II Directors together were last appointed or re-appointed.

87.3Each class III Director shall (unless his office is vacated in accordance with these Bye-Laws) serve initially until the conclusion of the Annual General Meeting of the Company held in the calendar year 2008 and subsequently shall (unless his office is vacated in accordance with these Bye-Laws) serve for three-year terms, each concluding at the third Annual General Meeting after the class III Directors together were last appointed or re-appointed.

87.4Any Director retiring at an Annual General Meeting will be eligible for re-appointment and will retain office until the close of the meeting at which he retires or (if earlier) until a Resolution is passed at that meeting not to fill the vacancy or the Resolution to re-appoint him is put to a vote at the meeting and is lost.

87.5If the Company, at the meeting at which a Director (of any class) retires by rotation or otherwise, does not fill the vacancy, the retiring Director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a Resolution for the re-appointment of the Director is put to the meeting and lost.

88.No person other than a Director retiring by rotation shall be appointed a Director at any general meeting unless:

88.1he is recommended by the Board; or

88.2in the case of an Annual General Meeting, not less than 90 nor more than 120 days before the date of the Company’s proxy statement released to Shareholders in connection with the prior year’s Annual General Meeting, a notice executed by a Shareholder (not being the person to be proposed) has been received by the Secretary of the Company of the intention to propose such person for

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appointment, setting forth as to each person whom the Shareholder proposes to nominate for election or re-election as a Director:

88.2.1the name, age, business address and residence address of such person;

88.2.2the principal occupation or employment of such person;

88.2.3the class, series and number of shares of the Company which are beneficially owned by such person;

88.2.4particulars which would, if he were so appointed, be required to be included in the Company’s register of Directors and Officers; and

88.2.5all other information relating to such person that is required to be disclosed in solicitations for proxies for the election of Directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934 of the United States of America (as amended), together with notice executed by such person of his willingness to serve as a Director if so elected; provided, however, that no Shareholder shall be entitled to propose any person to be appointed, elected or re-elected Director at any special general meeting.

89.Except as otherwise authorised by the Companies Acts, the appointment of any person proposed as a Director shall be effected by a separate Resolution.  Subject to Bye-Law 86.3, the Resolution appointing any Director must designate the Director as a class I, class II or class III Director.

90.All Directors, upon election or appointment, except upon re-election or re-appointment at an Annual General Meeting, must provide written acceptance of their appointment, in such form as the Board may think fit, by notice in writing to the Registered Office within thirty days of their appointment.

91.The number of Directors shall be not less than three and not more than eleven or such number in excess thereof as the Board by Resolution may from time to time determine. Any one or more vacancies in the Board not filled at any general meeting shall be deemed casual vacancies for the purposes of these Bye-Laws.  Without prejudice to the power of the Company by Resolution in pursuance of any of the provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of Directors remains in office, shall have the power by a majority of votes at any time and from time to time, subject to Bye-Law 86, to appoint any individual to be a Director so as to fill a casual vacancy. A Director so appointed shall hold office only until the next following Annual General Meeting and shall not be taken into account in determining the Directors who are to retire by rotation at the meeting.  If not reappointed at such Annual General Meeting, he shall vacate office at the conclusion thereof.

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RESIGNATION AND DISQUALIFICATION OF DIRECTORS

92.The office of a Director shall be vacated upon the happening of any of the following events:

92.1if he resigns his office by notice in writing delivered to the Registered Office or tendered at a meeting of the Board;

92.2if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated;

92.3if he becomes bankrupt under the laws of any country or compounds with his creditors;

92.4if he is prohibited by law from being a Director;

92.5if he ceases to be a Director by virtue of the Companies Acts or these Bye-Laws or is removed from office pursuant to these Bye-Laws; or

92.6if he is removed for cause by a Resolution only if such Resolution is approved by not less than 80% of all issued shares entitled to vote on this Resolution, voting together at a single meeting.

The provisions of section 93 of the Companies Act 1981 of Bermuda shall apply to the Company.

ALTERNATE DIRECTORS

93.Any Director (other than an Alternate Director) may appoint any other Director willing to act, to be an Alternate Director and may remove from office an Alternate Director so appointed by him.  Any appointment or removal of an Alternate Director by a Director shall be effected by depositing a notice of appointment or removal with the Secretary at the Registered Office, signed by such Director, and such appointment or removal shall become effective on the date of receipt by the Secretary.  Any Alternate Director may also be removed by resolution of the Board.  An Alternate Director may also be a Director in his own right and may act as alternate to more than one Director.

94.An Alternate Director shall cease to be an Alternate Director:

94.1if his appointor ceases to be a Director; but, if a Director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an Alternate Director made by him which was in force immediately prior to his retirement shall continue after his reappointment;

94.2on the happening of any event which, if he were a Director, would cause him to vacate his office as Director;

94.3if he is removed from office pursuant to Bye-Law 93; or

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94.4if he resigns his office by notice to the Company.

95.An Alternate Director shall be entitled to receive notices of all meetings of Directors, to attend, be counted in the quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and generally to perform all the functions of any Director to whom he is alternate in his absence.

96.Every person acting as an Alternate Director shall (except as regards powers to appoint an alternate and remuneration) be subject in all respects to the provisions of these Bye-Laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate.  An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director.  Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director).  The signature of an Alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the terms of his appointment provides to the contrary, be as effective as the signature of the Director or Directors to whom he is alternate.

DIRECTORS’ INTERESTS

97.97.1A Director may hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law.

97.2A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

97.3Subject to the provisions of the Companies Acts, a Director may notwithstanding his office be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; and be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is interested.  The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it 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 voting or providing for the payment of remuneration to the directors or officers of such other company.

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97.4So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a meeting of the Board or by writing to the Directors as required by the Companies Acts, a Director shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-Laws allow him to be appointed or from any transaction or arrangement in which these Bye-Laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.

97.5A Director who has disclosed his interest in a transaction or arrangement with the Company, or in which the Company is otherwise interested, may be counted in the quorum and vote at any meeting at which such transaction or arrangement is considered by the Board.

97.6Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by a Director or Officer declaring that he is a director or officer or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that person, shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.

97.7For the purposes of these Bye-Laws, without limiting the generality of the foregoing, a Director is deemed to have an interest in a transaction or arrangement with the Company if he is the holder of or beneficially interested in [10] per cent or more of any class of the equity share capital of any body corporate (or any other body corporate through which his interest is derived) or of the voting rights available to members of the relevant body corporate with which the Company is proposing to enter into a transaction or arrangement, provided that there shall be disregarded any shares held by such Director as bare or custodian trustee and in which he has no beneficial interest, any shares comprised in a trust in which the Director’s interest is in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust in which the Director is only interested as a unit holder.  For the purposes of this Bye-Law, an interest of a person who is connected with a Director shall be treated as an interest of the Director.

POWERS AND DUTIES OF THE BOARD

98.Subject to the provisions of the Companies Acts and these Bye-Laws the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company.  No alteration of these Bye-Laws and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given.  The powers given by this Bye-Law shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at

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which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

99.The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any other persons.

100.All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.

FEES, GRATUITIES AND PENSIONS

101.101.1The ordinary remuneration of the Directors office for their services (excluding amounts payable under any other provision of these Bye-Laws) shall be determined by Board and each such Director shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the Board.  Each Director may be paid his reasonable travel, hotel and incidental expenses in attending and returning from meetings of the Board or committees constituted pursuant to these Bye-Laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director.  Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law.

101.2In addition to its powers under Bye-Law 101.1 the Board may (by establishment of or maintenance of schemes or otherwise) provide additional benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present Director or employee of the Company or any of its subsidiaries or any body corporate associated with, or any business acquired by, any of them, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, 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.

101.3No Director or former Director shall be accountable to the Company or the Shareholders for any benefit provided pursuant to this Bye-Law and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company.

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DELEGATION OF THE BOARD’S POWERS

102.The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-Laws) and for such period 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 and of 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 vested in him.  Such attorney may, if so authorised under the Seal, execute any deed or instrument under the personal seal of such attorney, with the same effect as the affixation of the Seal.

103.The Board may entrust to and confer upon any Director, Officer or, without prejudice to the provisions of Bye-Law 104, other individual any of the powers exercisable by it upon such terms and conditions with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

104.When required under the requirements from time to time of any stock exchange on which the shares of the Company are listed, the Board shall appoint an Audit Committee and a Compensation Committee in accordance with the requirements of such stock exchange.  The Board also may delegate any of its powers, authorities and discretions to any other committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit.  Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings conform to any regulations which may be imposed upon it by the Board. If no regulations are imposed by the Board the proceedings of a committee with two or more members shall be, as far as is practicable, governed by the Bye-Laws regulating the proceedings of the Board.

PROCEEDINGS OF THE BOARD

105.The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit.  Questions arising at any meeting shall be determined by a majority of votes.  In the case of an equality of votes, the motion shall be deemed to have been lost.  A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.

106.Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent to him by post, cable, telex, telecopier, email or other mode of representing or reproducing words in a legible and non-transitory form at his last known address or any other address given by him to the Company for this purpose and the provision of Bye-Law 142 shall apply to any notice so given as to deemed date of service of notice.  A Director may retrospectively waive

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the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting.

107.The quorum necessary for the transaction of the business of the Board shall be a majority of the Directors then in office.  Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and, subject to Bye-Law 116, be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

108.The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at and to receive minutes of all meetings of the Board.

109.So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting.

110.The Chairman (or President) or, in his absence, the Deputy Chairman (or Vice-President), shall preside as chairman at every meeting of the Board.  If at any meeting the Chairman or Deputy Chairman (or the President or Vice-President) is not present within five minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting.

111.The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.

112.A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted.  Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned.

113.A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) 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.  Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting is physically assembled, or, if there is no such group, where the chairman of the meeting then is.

114.All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee

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shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.

115.The Company may by resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Bye-Laws prohibiting a Director from voting at a meeting of the Board or of a committee of the Board, or ratify any transaction not duly authorised by reason of a contravention of any such provisions.

116.Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately and in such cases each of the Directors concerned (if not debarred from voting under the provisions of Bye-Law 97.5) shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

117.If a question arises at a meeting of the Board or a committee of the Board as to the entitlement of a Director to vote or be counted in a quorum, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed.  If any such question arises in respect of the chairman of the meeting, it shall be decided by resolution of the Board (on which the chairman shall not vote) and such resolution will be final and conclusive except in a case where the interests of the chairman have not been fairly disclosed.

OFFICERS

118.The Officers of the Company must include either a President and a Vice-President or a Chairman and a Deputy Chairman, as the Board may determine, who must be Directors and shall be elected by the Board, subject to Bye-Law 116, as soon as possible after the statutory meeting and each Annual General Meeting.  In addition, the Board may appoint any person whether or not he is a Director to hold such office as the Board may from time to time determine.  Any person elected or appointed pursuant to this Bye-Law shall hold office for such period and upon such terms as the Board may determine and the Board may revoke or terminate any such election or appointment.  Any such revocation or termination shall be without prejudice to any claim for damages that such Officer may have against the Company or the Company may have against such Officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination.  Save as provided in the Companies Acts or these Bye-Laws, the powers and duties of the Officers of the Company shall be such (if any) as are determined from time to time by the Board.

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119.Any appointment of a Director to an executive office shall terminate if he ceases to be a Director but without prejudice to any rights or claims which he may have against the Company by reason of such cesser.  A Director appointed to an executive office shall not ipso facto cease to be a Director if his appointment to such executive office terminates.

120.The emoluments of any Director holding executive office for his services as such shall be determined by the Board, and may be of any description, and (without limiting the generality of the foregoing) may include admission to or continuance of membership of any scheme (including any share acquisition scheme) or fund instituted or established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants, or the payment of a pension or other benefits to him or his dependants on or after retirement or death, apart from membership or any such scheme or fund.

MINUTES

121.The Board shall cause minutes to be made and books kept for the purpose of recording:

121.1all appointments of Officers made by the Board;

121.2the names of the Directors and other persons (if any) present at each meeting of the Board and of any committee;

121.3all proceedings at meetings of the Company, of the holders of any class of shares in the Company, of the Board and of committees appointed by the Board or the Shareholders.

Shareholders shall only be entitled to see the Register of Directors and Officers, the Register, the financial information provided for in Bye-Law 139 and the minutes of meetings of the Shareholders of the Company.

SECRETARY AND RESIDENT REPRESENTATIVE

122.The Secretary (including one or more deputy or assistant secretaries) and, if required, the Resident Representative, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary and Resident Representative so appointed may be removed by the Board.  The duties of the Secretary and the duties of the Resident Representative shall be those prescribed by the Companies Acts together with such other duties as shall from time to time be prescribed by the Board.

123.A provision of the Companies Acts or these Bye-Laws requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

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THE SEAL

124.124.1The Seal shall consist of a circular metal device with the name of the Company around the outer margin thereof and the country and year of registration in Bermuda across the centre thereof.  Should the Seal not have been received at the Registered Office in such form at the date of adoption of this Bye-Law then, pending such receipt, any document requiring to be sealed with the Seal shall be sealed by affixing a red wafer seal to the document with the name of the Company, and the country and year of registration in Bermuda type written across the centre thereof.

124.2The Board may authorise the production of one or more duplicate seals.

124.3The Board shall provide for the custody of every Seal.  A Seal shall only be used by authority of the Board or of a committee constituted by the Board.  Subject to these Bye-Laws, any instrument to which a Seal is affixed shall be signed by either two Directors, or by the Secretary and one Director, or by the Secretary or by one of the Directors or by any one person whether or not a Director or Officer, who has been authorised either generally or specifically to affirm the use of a Seal; provided that the Secretary or a Director may affix a Seal over his signature alone to authenticate copies of these Bye-Laws, the minutes of any meeting or any other documents requiring authentication.

DIVIDENDS AND OTHER PAYMENTS

125.The Board may from time to time declare dividends or distributions out of contributed surplus to be paid to the Shareholders according to their rights and interests, including such interim dividends as appear to the Board to be justified by the position of the Company.  The Board, in its discretion, may determine that any dividend shall be paid in cash or shall be satisfied, subject to Bye-Law 133, in paying up in full shares in the Company to be issued to the Shareholders credited as fully paid or partly paid or partly in one way and partly the other, provided that the Board may direct that the dividend may be paid in respect of some Shareholders at a different time from payment of that dividend to other Shareholders, and will have an unfettered discretion to determine the way in which it exercises this power to differentiate between payment dates in respect of the Shareholders of the Company.  The Board may also pay any fixed cash dividend which is payable on any shares of the Company half yearly or on such other dates, whenever the position of the Company, in the opinion of the Board, justifies such payment.

126.Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:

126.1all dividends or distributions out of contributed surplus may be declared and paid according to the amounts paid up on the shares in respect of which the dividend or distribution is paid, and an amount paid up on a share in advance of calls may be treated for the purpose of this Bye-Law as paid-up on the share;

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126.2dividends or distributions out of contributed surplus may be apportioned and paid pro rata according to the amounts paid-up on the shares during any portion or portions of the period in respect of which the dividend or distribution is paid.

127.The Board may deduct from any dividend, distribution or other monies payable to a Shareholder by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.

128.No dividend, distribution or other monies payable by the Company on or in respect of any share shall bear interest against the Company.

129.Any dividend, distribution or interest, or part thereof payable in cash, or any other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post or by courier addressed to the holder at his address in the Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his registered address as appearing in the Register or addressed to such person at such address as the holder or joint holders may in writing direct.  Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.  Any one of two or more joint holders may give effectual receipts for any dividends, distributions or other monies payable or property distributable in respect of the shares held by such joint holders.

130.Any dividend or distribution out of contributed surplus unclaimed for a period of six (6) years from the date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company and the payment by the Board of any unclaimed dividend, 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.

131.The Board may also, in addition to its other powers, direct payment or satisfaction of any dividend or distribution out of contributed surplus wholly or in part by the distribution of specific assets, and in particular of paid-up shares or debentures of any other company, and where any difficulty arises in regard to such distribution or dividend, the Board may settle it as it thinks expedient, and in particular, may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets and may determine that cash payments shall be made to any Shareholders upon the footing of the values so fixed in order to secure equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Board, provided that such dividend or distribution may not be satisfied by the distribution of any partly paid shares or debentures of any company without the sanction of a Resolution.

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RESERVES

132.The Board may, before declaring any dividend or distribution out of contributed surplus, set aside such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit.  The Board may also without placing the same to reserve carry forward any sums which it may think it prudent not to distribute.

CAPITALISATION OF PROFITS

133.The Board may from time to time resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such Shareholders, or partly in one way and partly in the other, provided that for the purpose of this Bye-Law, a share premium account may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid and provided further that any sum standing to the credit of a share premium account may only be applied in crediting as fully paid shares of the same class as that from which the relevant share premium was derived.

134.Where any difficulty arises in regard to any distribution under the last preceding Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board.  The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.

RECORD DATES

135.Notwithstanding any other provisions of these Bye-Laws, the Company may fix by Resolution, or the Board may fix, any date as the record date for any dividend, distribution, allotment or issue and for the purpose of identifying the persons entitled to receive notices of general meetings.  Any such record date may be on or at any time not more than 60 days before any date on which such dividend, distribution, allotment or issue is declared, paid or made or not more than 60 days nor less than 5 days before the date of any such meetings.

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136.In relation to any general meeting of the Company or of any class of Shareholder or to any adjourned meeting or any poll taken at a meeting or adjourned meeting of which notice is given, the Board may specify in the notice of meeting or adjourned meeting or in any document sent to Shareholders by or on behalf of the Board in relation to the meeting, a time and date (a “record date”) which is not more than  60 days before the date fixed for the meeting (the “meeting date”) and, notwithstanding any provision in these Bye-Laws to the contrary, in such case:

136.1each person entered in the Register at the record date as a Shareholder, or a Shareholder of the relevant class, (a “record date holder”) shall be entitled to attend and to vote at the relevant meeting and to exercise all of the rights or privileges of a Shareholder, or a Shareholder of the relevant class, in relation to that meeting in respect of the shares, or the shares of the relevant class, registered in his name at the record date;

136.2as regards any shares, or shares of the relevant class, which are registered in the name of a record date holder at the record date but are not so registered at the meeting date (“relevant shares”), each holder of any relevant shares at the meeting date shall be deemed to have irrevocably appointed that record date holder as his proxy for the purpose of attending and voting in respect of those relevant shares at the relevant meeting (with power to appoint, or to authorise the appointment of, some other person as proxy), in such manner as the record date holder in his absolute discretion may determine; and

136.3accordingly, except through his proxy pursuant to Bye-Law 136.2 above, a holder of relevant shares at the meeting date shall not be entitled to attend or to vote at the relevant meeting, or to exercise any of the rights or privileges of a Shareholder, or a Shareholder of the relevant class, in respect of the relevant shares at that meeting.

The entry of the name of a person in the Register as a record date holder shall be sufficient evidence of his appointment as proxy in respect of any relevant shares for the purposes of this paragraph, but all the provisions of these Bye-Laws relating to the execution and deposit of an instrument appointing a proxy or any ancillary matter (including the Board’s powers and discretions relevant to such matter) shall apply to any instrument appointing any person other than the record date holder as proxy in respect of any relevant shares.

ACCOUNTING RECORDS

137.The Board shall cause to be kept accounting records sufficient to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions, in accordance with the Companies Acts.

138.The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit, and shall at all times be open to inspection by the Directors, PROVIDED that if the records of account are kept at some place outside

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Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three month period.  No Shareholder (other than an Officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Board or by Resolution.

139.A copy of every balance sheet and statement of income and expenditure, including every document required by law to be annexed thereto, which is to be laid before the Company in general meeting, together with a copy of the auditors’ report, shall be sent to each person entitled thereto in accordance with the requirements of the Companies Acts.

AUDIT

140.Save and to the extent that an audit is waived in the manner permitted by the Companies Acts, auditors shall be appointed and their duties regulated in accordance with the Companies Acts, any other applicable law and such requirements not inconsistent with the Companies Acts as the Board may from time to time determine.

SERVICE OF NOTICES AND OTHER DOCUMENTS

141.Any notice or other document (including a share certificate) may be served on or delivered to any Shareholder by the Company either personally or by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his address as appearing in the Register or by sending it by courier to such registered address, or by sending it by email to an address supplied by such Shareholder for the purpose of the receipt of notices or documents in electronic form, or by delivering it to or leaving it at such address as appears in the Register for such Shareholder.  In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed as sufficient service on or delivery to all the joint holders.  Any notice or other document if sent by post shall be deemed to have been served or delivered forty-eight (48) hours after it was put in the post, and when sent by courier, twenty-four (24) hours after sending, or, when sent by email, twelve (12) hours after sending and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed and stamped and put in the post, sent by courier or sent by email, as the case may be.

142.Any notice of a general meeting of the Company shall be deemed to be duly given to a Shareholder, or other person entitled to it, if it is sent to him by courier, cable, telex, telecopier, email or other mode of representing or reproducing words in a legible and non-transitory form at his address as appearing in the Register or any other address given by him to the Company for this purpose. Any such notice shall be deemed to have been served twenty-four (24) hours after its despatch when sent by courier, cable, telex or telecopier and twelve (12) hours after its despatch when sent by email.

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143.Any notice or other document delivered, sent or given to a Shareholder in any manner permitted by these Bye-Laws shall, notwithstanding that such Shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

144.If any time, by reason of the suspension or curtailment of postal services within Bermuda or any other territory, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised in at least one national newspaper published in the territory concerned and such notice shall be deemed to have been duly served on each person entitled to receive it in that territory on the day, or on the first day, on which the advertisement appears.  In any such case the Company shall send confirmatory copies of the notice by post if at least five (5) clear days before the meeting the posting of notices to addresses throughout that territory again becomes practicable.

DESTRUCTION OF DOCUMENTS

145.The Company shall be entitled to destroy all instruments of transfer of shares which have been registered and all other documents on the basis of which any entry is made in the register at any time after the expiration of six (6) years from the date of registration thereof and all dividends mandates or variations or cancellations thereof and notifications of change of address at any time after the expiration of two (2) years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one (1) year from the date of cancellation thereof and all paid dividend warrants and cheques at any time after the expiration of one (1) year from the date of actual payment thereof and all instruments of proxy which have been used for the purpose of a poll at any time after the expiration of one (1) year from the date of such use and all instruments of proxy which have not been used for the purpose of a poll at any time after one (1) month from the end of the meeting to which the instrument of proxy relates and at which no poll was demanded.  It shall conclusively be presumed in favour of the Company that every entry in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made, that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, that every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and that every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:-

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145.1the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;

145.2nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Bye-Law; and

145.3references herein to the destruction of any document include references to the disposal thereof in any manner.

UNTRACED SHAREHOLDERS

146.146.1The Company shall be entitled to sell, at the best price reasonably obtainable, the shares of a Shareholder or the shares to which a person is entitled by virtue of transmission on death, bankruptcy, or otherwise by operation of law if and provided that:

146.1.1during a period of six (6) years, no dividend in respect of those shares has been claimed and at least three (3) cash dividends have become payable on the share in question;

146.1.2on or after expiry of that period of six (6) years, the Company has inserted an advertisement in a newspaper circulating in the area of the last registered address at which service of notices upon the Shareholder or person entitled by transmission may be effected in accordance with these Bye-Laws and in a national newspaper published in the relevant country, giving notice of its intention to sell such shares:

146.1.3during that period of six (6) years and the period of three (3) months following the publication of such advertisement, the Company has not received any communication from such Shareholder or person entitled by transmission; and

146.1.4if so required by the rules of any securities exchange upon which the shares in question are listed for the time being, notice has been given to that exchange of the Company’s intention to make such sale.

146.2If during any six (6) year period referred to in paragraph 146.1 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 (other than the requirement that they be in issue for six (6) years) have been satisfied in regard to the further shares, the Company may also sell the further shares.

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146.3To give effect to any such sale, the Board may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser and an 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 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 in reference to the sale.

146.4The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Shareholder or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Shareholder 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.

WINDING UP

147.If the Company shall be wound up, the liquidator may, with the sanction of a Resolution of the Company and any other sanction required by the Companies Acts, divide amongst the Shareholders in specie or 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 purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders.  The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

INDEMNITY AND INSURANCE

148.Subject to the proviso below, every Indemnified Person shall be indemnified and held harmless out of the assets of the Company to the fullest extent permitted by law against all liabilities, actions, costs, charges, losses, damages or expenses (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him by or by reason of any act done, concurred in or omitted in the conduct of the Company’s business or in the discharge of his duties  and the indemnity contained in this Bye-Law shall extend to any Indemnified Person acting in any office or trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any defect in such appointment or election PROVIDED ALWAYS that the indemnity contained in this Bye-Law shall not extend to any matter which would render it void pursuant to the Companies Acts or otherwise.

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149.No Indemnified Person shall be liable to the Company for the acts, defaults or omission of any other Indemnified Person.

150.Every Indemnified Person shall be indemnified out of the funds of the Company against all liabilities incurred by him by or by reason of any act done, concurred in or omitted in the conduct of the Company’s business or in the discharge of his duties, in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.

151.To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting such discharge.

152.Each Shareholder and the Company agree to waive any claim or right of action he or it may at any time have, whether individually or by or in the right of the Company, against any Indemnified Person on account of any action taken by such Indemnified Person or the failure of such Indemnified Person to take any action in the performance of his duties with or for the Company PROVIDED HOWEVER that such waiver shall not apply to any claims or rights of action arising out of the fraud or dishonesty of such Indemnified Person or to recover any gain, personal profit or advantage to which such Indemnified Person  is not legally entitled.

153.Subject to the Companies Acts, expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Bye-Laws 148 and 150 shall be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that the Indemnified Person is not entitled to be indemnified pursuant to Bye-Laws 148 and 150 PROVIDED THAT no monies shall be paid hereunder unless payment of the same shall be authorised in the specific case upon a determination that indemnification of the Indemnified Person would be proper in the circumstances because he has met the standard of conduct which would entitle him to the indemnification thereby provided and such determination shall be made:

153.1by the Board, by a majority vote at a meeting duly constituted by a quorum of Directors not party to the proceedings or matter with regard to which the indemnification is, or would be, claimed; or

153.2in the case such a meeting cannot be constituted by lack of a disinterested quorum, by independent legal counsel in a written opinion; or

153.3by a majority vote of the Shareholders.

Each Shareholder of the Company, by virtue of its acquisition and continued holding of a share, shall be deemed to have acknowledged and agreed that the advances of funds may be made by the Company as aforesaid, and when made by the Company under this

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Bye-Law 153 are made to meet expenditures incurred for the purpose of enabling such Indemnified Person to properly perform his or her duties to the Company.

154.Without prejudice to the provisions of Bye-Laws 148 and 150, the Board shall have the power to purchase and maintain insurance for or for the benefit of any Indemnified Person or any persons who are or were at any time Directors, Officers, employees of the Company, or of any other company which is its holding company or in which the Company or such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the Company or any such other company, or who are or were at any time trustees of any pension fund in which employees of the Company or any such other company or subsidiary undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons 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 undertaking or pension fund PROVIDED THAT such insurance shall not extend to the fraud or dishonesty of such persons.

AMALGAMATION

155.Any Resolution proposed for consideration at any general meeting to approve the amalgamation of the Company with any other company, wherever incorporated, shall require the approval of:

155.1the Board, by resolution adopted by a majority of Directors then in office, and

155.2the Shareholders, by Resolution passed by a majority of the votes of all issued shares of the Company, cast at such meeting in person or by proxy and the quorum for such meeting shall be that required in Bye-Law 57.

CONTINUATION

156.Subject to the Companies Acts, the Company may with the approval of the Board, by resolution adopted by a majority of Directors then in office, discontinue of the Company in Bermuda and continue the Company in a jurisdiction outside Bermuda.

ALTERATION OF BYE-LAWS

157.157.1Subject to Bye-Laws 157.2, these Bye-Laws may be revoked or amended only by the Board, which may from time to time revoke or amend them in any way by a resolution of the Board passed by a majority of the Directors then in office and eligible to vote on that resolution, but no such revocation or amendment shall be operative unless and until it is approved at a subsequent general meeting of the Company by the Shareholders by Resolution passed by a majority of votes cast.

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157.2The revocation or amendment of Bye-Laws 50, 60, 86, 87, 88, 89, 90, 91, 92, 148, 149, 150, 151, 152, 153, 154, 155, 156, 157 or 158, the revocation or amendment will not be effective unless approved by a Resolution adopted by not less than 80 per cent of all issued shares of the Company carrying the right to vote at general meetings at the relevant time.

BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

158.158.1Notwithstanding the foregoing, the Company shall not engage in any business combination (as defined below), at any point in time at which the Company’s Common Shares are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 of the United States of America, as amended (the “Exchange Act”), with any Interested Shareholder (as defined below) for a period of three years following the time such Shareholder became an Interested Shareholder, unless:

158.1.1prior to such time, the Board approved either the business combination or the transaction which resulted in the Shareholder becoming an Interested Shareholder, or

158.1.2upon consummation of the transaction which resulted in the Shareholder becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of the voting shares (as defined below) of the Company outstanding at the time the transaction commenced, excluding for purposes of determining the voting shares outstanding  (but not the outstanding voting shares owned by the Interested Shareholder) those shares owned (i) by persons who are Directors or Officers and (ii) employee share plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or

158.1.3at or subsequent to such time the business combination is approved by the Board and authorised at an annual or special general meeting of Shareholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting shares which are not owned by the Interested Shareholder.

158.2For purposes of this Bye-Law 158 only, references to:

“affiliate” means a person that directly, or indirectly through one of more intermediaries, controls, or is controlled by, or is under common control with, another person.

“business combination” when used in reference to the Company and any Interested Shareholder of the Company, means:

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(i)any merger or consolidation of the Company or any direct or indirect majority-owned subsidiary of the Company (A) with or into the Interested Shareholder, or (B) with or into any other company, partnership, unincorporated association or other entity if the merger or consolidation is caused by the Interested Shareholder and as a result of such merger or consolidation subparagraph 158.1.1 of this Bye-Law 158 is not applicable to the surviving entity;

(ii)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a Shareholder of the Company, to or with the Interested Shareholder, whether as part of a dissolution or otherwise, of assets of the Company or of any direct or indirect majority-owned subsidiary of the Company which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Company determined on a consolidated basis or the aggregate market value of all the outstanding shares of the Company;

(iii)any transaction which results in the issuance or transfer by the Company or by any direct or indirect majority-owned subsidiary of the Company of any shares of the Company or any shares of such subsidiary to the Interested Shareholder, except (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the Company or shares of any such subsidiary which securities were outstanding prior to the time that the Interested Shareholder became such, (B) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the Company or shares of any such subsidiary which security is distributed, pro rata to all holders of a class or series of shares of the Company subsequent of the time the Interested Shareholder became such, (C) pursuant to an exchange offer by the Company to purchase shares made on the same terms to all holders of said shares, or (D) any issuance or transfer of shares by the Company, provided however, that in no case under (B)-(D) above shall there be an increase in the Interested Shareholder’s proportionate share of the shares of any class or series of the Company or of the voting shares of the Company;

(iv)any transaction involving the Company or any direct or indirect majority-owned subsidiary of the Company which has the effect, directly or indirectly, of increasing the proportionate share of the shares of any class or series, or securities convertible into the shares of any class or series, of the Company or of any such subsidiary which is owned by the Interested Shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares not caused, directly or indirectly, by the Interested Shareholder; or

(v)any receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a Shareholder of the Company), of any loans, advances, guarantees, pledges, or other financial benefits (other than those

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expressly permitted in subparagraphs (i)-(iv) above) provided by or through the Company or any direct or indirect majority-owned subsidiary.

“control” including the term “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 shares, by contract, or otherwise.  A person who is the owner of 20% or more of the outstanding voting shares of the Company, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary.

Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting shares, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

“Interested Shareholder” means any person (other than the Company or any direct or indirect majority-owned subsidiary of the Company) that (i) is the owner of 15% or more of the outstanding voting shares of the Company, or (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the outstanding voting shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such person is an Interested Shareholder; and the affiliates and associates of such person; but “Interested Shareholder” shall not include (x) [Blackstone] or any of their respective affiliates and successors; or (y) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Company, except as a result of further corporate action not caused, directly or indirectly, by such person.  For the purpose of determining whether a person is an Interested Shareholder, the voting shares of the Company deemed to be outstanding shall include shares deemed to be owned by the person through application of the definition of “voting shares” but shall not include any other unissued shares of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

“voting shares” means shares of any class or series entitled to vote generally in the election of Directors.

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EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

Concerning

NEW SKIES SATELLITES HOLDINGS, LTD.

Dated as of May 13, 2005

Registration Rights Agreement

TABLE OF CONTENTS

Section 1. Definitions
Section 2. Registration Under the Securities Act
(a)	Required Registration
(b)	Incidental Registration
(c)	Expenses
(d)	Effective Registration Statement; Suspension
(e)	Selection of Underwriters
Section 3. Restrictions on Public Sale
Section 4. Registration Procedures
Section 5. Indemnification; Contribution
(a)	Indemnification by the Company
(b)	Indemnification by Holders
(c)	Conduct of Indemnification Proceedings
(d)	Contribution
Section 6. Miscellaneous
(a)	No Inconsistent Agreements
(b)	Amendments and Waivers
(c)	Investor Action
(d)	Notices
(e)	Successors and Assigns
(f)	Recapitalizations, Exchanges, etc., Affecting Registrable Securities
(g)	Relative Registration Rights.
(h)	Counterparts
(i)	Descriptive Headings, etc.
(j)	Severability
(k)	Governing Law
(l)	Specific Performance
(m)	Jurisdiction
(n)	Waiver of Jury Trial
(o)	Entire Agreement

i

REGISTRATION RIGHTS AGREEMENT, dated as of May 13, 2005 (the “Agreement”), by and between New Skies Satellites Holdings Ltd., a limited liability company organized under the laws of Bermuda(the “Company”), the Blackstone Investors (as hereinafter defined), and the Senior Managers (as hereinafter defined) and any other Person that shall from and after the date hereof acquire or otherwise be the transferee of any Registrable Securities and who shall become a signatory hereto (herein referred to collectively as the “Holders” and individually as a “Holder”).

WHEREAS, the Company has agreed to provide registration rights on the terms and subject to the conditions provided herein.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.   Definitions.

As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” shall have the meaning ascribed thereto in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“Blackstone Investors” shall mean the parties identified on the signature pages hereto as a “Blackstone Investor”.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Company Notice” shall have the meaning set forth in Section 2(b)(i).

“Eligible Holders” shall have the meaning set forth in Section 2(b)(i).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Family Trust” means a trust solely for the benefit of a Senior Manager and any member of the immediate family of such Senior Manager (which shall mean, any parent, spouse, child or other lineal descendants (including by adoption), brother or sister thereof or any spouse of any of the foregoing), (ii) each trust created for the benefit of a Senior Manager or in which one or more members of such Senior Manager’s immediate family has a beneficial interest and (iii) any Person who is controlled by any such immediate family member or trust (including each custodian of property for one or more such Persons).

“Holder” shall have the meaning set forth in the preamble.

“Incidental Registration” shall mean a registration required to be effected by the Company pursuant to Section 2(b).

“Incidental Registration Statement” shall mean a registration statement of the Company as provided in Section 2(b), which covers any of the Registrable Securities on an appropriate form in accordance with the Securities Act and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“IPO” means an initial firm commitment underwritten public offering of Securities pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or other limited purpose form.

“Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“Majority Holders” shall mean Holders of Securities representing in the aggregate a majority of the aggregate number of outstanding Securities beneficially owned by all Holders.

“Management Representative” shall mean Daniel S. Goldberg.

“NASD” shall mean the National Association of Securities Dealers, Inc.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary Prospectus, and any such Prospectus as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities and by all other amendments and supplements to such Prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

“Registrable Securities” shall mean (i) any Shares acquired by any Holder and (ii) any securities of the Company issued or issuable directly or indirectly with respect to or in exchange, or substitution for, or conversion of the securities referred to in clause (i) above by way of dividend or distribution, recapitalization, merger, consolidation, exchange or other reorganization.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force).

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“Registration Expenses” shall mean all (i) registration, qualification and filing fees, (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of a qualified independent underwriter, if any, counsel in connection therewith and the reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) printing expenses, (iv) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), (v) fees and disbursements of counsel for the Company, (vi) customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters), (vii) fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees and expenses of one separate firm of attorneys for the Holders (which counsel shall be selected by the Holders selling securities constituting a majority of all securities to be included in such registration) and (ix) fees and expenses of listing the Registrable Securities on a securities exchange; but shall not include any Selling Expenses.

“Registration Statement” shall mean any registration statement of the Company which covers any Registrable Securities and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Request” shall have the meaning set forth in Section 2(a)(i)(A).

“Required Registration” shall mean any registration required to be effected pursuant to Section 2(a)(i)(A).

“Required Registration Statement” shall mean a Registration Statement which covers the Registrable Securities requested to be included therein pursuant to a Required Registration on an appropriate form pursuant to the Securities Act (including pursuant to Rule 415 thereunder or any similar rule then in force), and which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities” or “Shares” shall mean the ordinary shares or common shares of the Company.

“Securities Act” means the Securities Act of 1933, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“Selling Expenses” shall mean underwriting discounts, selling commissions and stock transfer taxes applicable to the Securities registered by the Holders.

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“Senior Managers” shall mean the parties identified on the signature pages hereto as “Senior Managers”.

“Shelf Registration” shall have the meaning set forth in Section 2(a)(i)(A).

“Underwriter” shall have the meaning set forth in Section 5(a).

“Underwritten Offering” shall mean a sale of securities of the Company to an Underwriter or Underwriters for reoffering to the public.

Section 2.   Registration Under the Securities Act.

(a) Required Registration.

(i)Right to Require Registration.

(A)  At any time after the date of this Agreement, the Blackstone Investors shall have the right to deliver a request in writing to the Company (a “Request”) (which Request shall specify the Registrable Securities intended to be disposed, the identity of the Person(s) within the Blackstone Investors intending to dispose of such Registrable Securities, and the intended method of distribution thereof) that the Company register the Registrable Securities held by the specified Person(s) within the Blackstone Investors (including, if available, by means of a shelf offering pursuant to Rule 415 under the Securities Act (or any similar rule then in force) (a “Shelf Registration”)) by filing with the SEC a Required Registration Statement.

(B)  Upon the receipt of any Request by the Blackstone Investors in which the Blackstone Investors are proposing to sell Registrable Securities, the Company will, subject to the other provisions of this Section 2(a), not later than the 60th day after the receipt of such a Request by the Company cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which the Company has been so requested to register in such Request, all to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests.

(C)  Upon the receipt of any Request, the Company will, by the tenth day thereafter, give written notice of such requested registration to all Holders of Registrable Securities, and each such Holder shall be entitled to notify the Company within ten days of receipt of notice of such Request of such Holder’s election to include all or a portion of its Registrable Securities in such registration.  Not later than the 60th day after the receipt of such a Request by the Company, the Company will, subject to the other provisions of this Section 2(a), cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which the Company has been so requested to register in such Request and all other Registrable Securities which the Company has been requested to register by Holders thereof other than the Holder(s) who are

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members of the Blackstone Investors initiating such Request, all to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests.

(D)  For any Required Registration Statement prepared and filed pursuant to Section 2(a)(i), the Company shall use all reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable after the filing of such Required Registration Statement and to keep such Required Registration Statement continuously effective (x) for a period of at least 60 days, in the case of a Required Registration other than a Shelf Registration (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto) or (y) until all of the Registrable Securities that are the subject of such Required Registration Statement have been disposed of pursuant thereto, in the case of a Shelf Registration, including, in either case, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder.

(E)  The Company shall not be required to effect, pursuant to this Section 2(a)(i), (w) more than one Required Registration within any continuous three month period, or (x) any Underwritten Offering covering Registrable Securities with gross proceeds reasonably expected by the Holders to be less than $25 million.  The Senior Managers shall have no right to, and shall not, make a Request that the Company effect a Required Registration under Section 2(a)(i)(A) at any time; provided, however, that nothing herein shall limit or restrict the Senior Managers rights under Section 2(a)(i)(C) or 2(b)(i). For the avoidance of doubt, subject to this Section 2(a)(i)(E), the Blackstone Investors shall not be limited as to the number of Required Registrations which it is entitled to request under this Section 2(a)(i).

(F)  A Request may be withdrawn prior to the filing of the Required Registration Statement by the Blackstone Investors who made such Request and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein, and, in either such event, such withdrawal shall not be treated as a Required Registration for purposes of clause (w) of the immediately preceding paragraph.

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(G)  The registration rights granted pursuant to the provisions of this Section 2(a)(i) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

(ii)Priority in Required Registrations.  If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering without so adversely affecting such distribution; provided, however, that the Company shall be required to include in such Required Registration first, all Registrable Securities requested to be included in the Required Registration by the Blackstone Investors and, if any, the Senior Managers and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Blackstone Investor or Senior Manager or on such other basis as shall be agreed among the Blackstone Investors and the Management Representative (if the Senior Managers have requested Registrable Securities to be included in the Required Registration); second, all Registrable Securities requested to be included in such Required Registration by the other Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Holder and third, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders.

(b)  Incidental Registration.

(i)Right to Include Registrable Securities.  If at any time after the date hereof, the Company proposes to register any Securities under the Securities Act (other than (A) any registration of public sales or distributions solely by and for the account of the Company of securities issued (x) pursuant to any employee benefit or similar plan or any dividend reinvestment plan or (y) in any acquisition by the Company or financing thereof, or (B) pursuant to Section 2(a) hereof (it being understood that such Section 2(a) provides for incidental registration rights with respect to registrations conducted thereunder)) in connection with a primary offering for cash for the account of

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the Company or any secondary offering, the Company will, each time it intends to effect such a registration, subject to the following qualifications, give written notice (the “Company Notice), to all Holders of Registrable Securities (including the Blackstone Investors and the Senior Managers), at least ten but no more than 45 days prior to the expected initial filing of a Registration Statement with the SEC pertaining thereto, informing such Holders entitled to receive the Company Notice (the “Eligible Holders”) of its intent to file such Registration Statement, the expected filing date, and of the Eligible Holders’ rights to request the registration of the Registrable Securities held by the Eligible Holders under this Section 2(b).  Upon the written request of any such Eligible Holder made within fifteen days after any such Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Eligible Holder and, unless the applicable registration is intended to effect a primary offering of Securities for cash for the account of the Company, the intended method of distribution thereof), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Eligible Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however,that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all of the securities to be registered under such Incidental Registration Statement, the Company may, at its election, give written notice of such determination to each Eligible Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities to be included therein.

The registration rights granted pursuant to the provisions of this Section 2(b)(i) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

(ii)Priority in Incidental Registrations.  If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the

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lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder of Registrable Securities requesting registration) that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then the Company will be required to include in such registration, first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders); second all Registrable Securities requested to be included in the Underwritten Offering by the Blackstone Investors and the Senior Managers and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities requested to be included in the Underwritten Offering by the Blackstone Investors and the Senior Managers or on such other basis as shall be agreed among the Blackstone Investors and the Management Representative (if the Senior Managers have requested Registrable Securities to be included in such Required Registration) (provided that, the provisions under this clause “second” shall have priority over the foregoing clause “first” if Blackstone gives notice to the Company that Blackstone is electing to have the applicable Underwritten Offering constitute a Required Registration); third, all Registrable Securities requested to be included in such Underwritten Offering by the other Holders and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested to be included in such Underwritten Offering by all such Holders and fourth, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Underwritten Offering which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Underwritten Offering, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Underwritten Offering on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

(c)  Expenses.  The Company agrees to (i) pay all Registration Expenses in connection with each of the registrations requested pursuant to Section 2(a) and (ii) pay all Registration Expenses in connection with each registration as to which Holders request inclusion of Registrable Securities pursuant to Section 2(b).  All Selling Expenses relating to securities

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registered on behalf of Holders shall be borne by the Holders of securities included in such registration pro rata on the basis of the number of such Holders’ securities so registered.

(d)  Effective Registration Statement; Suspension.  Subject to Section 2(a)(i)(F), a Registration Statement pursuant to Section 2(a) will not be deemed to have become effective (and the related registration will not be deemed to have been effected) unless it has been declared effective by the SEC or, in the case of a Registration Statement filed pursuant to Rule 415 (or any similar rule then in force) in connection with a Shelf Registration, unless Registrable Securities have been disposed of pursuant thereto, prior to a request by the Holders of a majority of the Registrable Securities included in such registration that such Registration Statement be withdrawn; provided, however, that if, after it has been declared effective, the offering of any Registrable Securities pursuant to such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective and the related registration will not be deemed to have been effected.

(e)  Selection of Underwriters.  At any time or from time to time, the holder (including the Company, if applicable) of the greatest number of Registrable Securities covered by a Registration Statement may elect to have such Registrable Securities sold in an Underwritten Offering and may select the investment banker or investment bankers and manager or managers that will serve as lead and co-managing Underwriters with respect to the offering of such Registrable Securities, subject to the consent of the Company, which shall not be unreasonably withheld.  No Holder may participate in any Underwritten Offering hereunder unless such Holder (i) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such Underwritten Offering.

Section 3.   Restrictions on Public Sale.

(a)  If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any Securities (or equity or equity-linked securities) during the period commencing on the date the Company receives a Request from any Holder and continuing until one hundred eighty (180) days after the effective date of any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, that in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the provisions set forth in this Section 3(a) shall only apply for the period commencing on the date of any underwritten take-down and continuing until one hundred and eighty (180) days following the date of such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-down.

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(b)  If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any Securities (or equity or equity-linked securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of any offering, or in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction.  The Company may impose stop-transfer instructions with respect to the Securities (or equity or equity-linked securities) subject to the foregoing restriction until the end of the applicable period pursuant to the first sentence of this Section 3(b).

Section 4.   Registration Procedures.

In connection with the obligations of the Company pursuant to Section 2 or, for the avoidance of doubt, in connection with a sale of any Registrable Securities pursuant to an underwritten take-down in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the Company shall use all reasonable efforts to effect the registration of the Registrable Securities under the Securities Act to permit the sale of such Registrable Securities by the Holders in accordance with their intended method or methods of distribution, and the Company shall:

(a)  (i)  prepare and file a Registration Statement with the SEC which (x) shall be on Form S-3 (or any successor to such form), if available, (y) shall be available for the sale or exchange of the Registrable Securities in accordance with the intended method or methods of distribution by the selling Holders thereof, and (z) shall comply as to form with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith and all other information reasonably requested by the lead managing Underwriter or sole Underwriter, if applicable, to be included therein, (ii) use all reasonable efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2, (iii) use all reasonable efforts to not take any action that would cause a Registration Statement to contain a material misstatement or omission or to be not effective and usable for resale of Registrable Securities during the period that such Registration Statement is required to be effective and usable, and (iv) cause each Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement, amendment or supplement (x) to comply in all material respects with any requirements of the Securities Act and the rules and regulations of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(b)  subject to paragraph (j) of this Section 4, prepare and file with the SEC such amendments and post-effective amendments to each such Registration Statement, as may be necessary to keep such Registration Statement effective for the applicable period; cause each such Prospectus to be supplemented by any required prospectus supplement, and as so

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supplemented to be filed pursuant to Rule 424 under the Securities Act (or any similar rule then in force); and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof, as set forth in such registration statement;

(c)  furnish to each Holder of Registrable Securities and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities; the Company hereby consents to the use of the Prospectus, including each preliminary Prospectus, by each Holder of Registrable Securities and each Underwriter of an Underwritten Offering of Registrable Securities, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary Prospectus;

(d)  (i)  use all reasonable efforts to register or qualify the Registrable Securities, no later than the time the applicable Registration Statement is declared effective by the SEC, under all applicable state securities or “blue sky” laws of such jurisdictions as each Underwriter, if any, or any Holder of Registrable Securities covered by a Registration Statement, shall reasonably request; (ii) use all reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such Underwriter, if any, and Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction;

(e)  notify each Holder of Registrable Securities promptly, and, if requested by such Holder, confirm such advice in writing, (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a Registration Statement is effective as a result of which such Registration Statement or the related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

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(f)  furnish counsel for each such Underwriter, if any, and for the Holders of Registrable Securities copies of any request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for additional information;

(g)  use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible time;

(h)  upon request, furnish to the sole Underwriter or lead managing Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, at least one signed copy of each Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits; and furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(i)  cooperate with the selling Holders of Registrable Securities and the sole Underwriter or lead managing Underwriter of an Underwritten Offering of Registrable Securities, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as the selling Holders or the sole Underwriter or lead managing Underwriter of an Underwritten Offering of Registrable Securities, if any, may reasonably request at least five days prior to any sale of Registrable Securities;

(j)  upon the occurrence of any event contemplated by paragraph (e)(iv) of this Section, use all reasonable efforts to prepare a supplement or post-effective amendment to a Registration Statement or the related Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(k)  enter into customary agreements (including, in the case of an Underwritten Offering, underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith:

(1)  make such representations and warranties to the Holders of such Registrable Securities and the Underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;

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(2)  obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the lead managing Underwriter, if any, and the Holders of a majority of the Registrable Securities being sold by all Holders in such offering) addressed to each selling Holder and the Underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holders and Underwriters;

(3)  obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the selling Holders of Registrable Securities, if permissible, and the Underwriters, if any, which letters shall be customary in form and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings;

(4)  to the extent requested and customary for the relevant transaction, enter into a securities sales agreement with the Holders providing for, among other things, the appointment of such representative as agent for the selling Holders for the purpose of soliciting purchases of Registrable Securities, which agreement shall be customary in form, substance and scope and shall contain customary representations, warranties and covenants; and

(5)  deliver such customary documents and certificates as may be reasonably requested by the Majority Holders selling Registrable Securities in such offering or by the managing Underwriters, if any.

The above shall be done (i) at the effectiveness of such Registration Statement (and each post-effective amendment thereto) in connection with any registration, and (ii) at each closing under any underwriting or similar agreement as and to the extent required thereunder;

(l)  make available for inspection by representatives of the Holders of the Registrable Securities and any Underwriters participating in any disposition pursuant to a Registration Statement and any counsel or accountant retained by such Holders or Underwriters, all relevant financial and other records, pertinent corporate documents and properties of the Company and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, counsel or accountant in connection with a Registration Statement;

(m) (i)  within a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the Holders of Registrable Securities and to counsel to such Holders and to the Underwriter or Underwriters of an Underwritten Offering of Registrable Securities, if any; fairly consider such reasonable changes in any such document prior to or after the filing thereof as the counsel to the Holders or the Underwriter or the Underwriters may request and not file any such document in a form to which Holders of a majority of the Registrable Securities being sold by all Holders in such offering or any

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Underwriter shall reasonably object; and make such of the representatives of the Company as shall be reasonably requested by the Holders of Registrable Securities being registered or any Underwriter available for discussion of such document;

(ii)within a reasonable time prior to the filing of any document which is to be incorporated by reference into a Registration Statement or a Prospectus, provide copies of such document to counsel for the Holders; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Holders or such Underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;

(n)  cause all Registrable Securities to be qualified for inclusion in or listed on The New York Stock Exchange, the NASDAQ National Market or any other securities exchange or quotation system on which securities of the same class issued by the Company are then so qualified or listed if so requested by the Holders of a majority of the Registrable Securities being sold by all Holders in such offering, or if so requested by the Underwriter or Underwriters of an Underwritten Offering of Registrable Securities, if any;

(o)  otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force);

(p)  cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any Underwriter in an Underwritten Offering; and

(q)  use all reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with potential investors and taking such other actions as shall be requested by the Holders of a majority of the Registrable Securities being sold by all Holders in such offering or the lead managing Underwriter of an Underwritten Offering; provided that the Company shall not be required to make road show presentations in connection with any Underwritten Offering of Registrable Securities that would not reasonably be expected to have gross proceeds of at least $50 million.

Each selling Holder of Registrable Securities as to which any registration is being effected pursuant to this Agreement agrees, as a condition to the registration obligations with respect to such Holder provided herein, to furnish to the Company such information regarding such Holder required to be included in the Registration Statement, the ownership of Registrable Securities by such Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing.

Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (e)(iv) of this Section, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the affected

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Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus, contemplated by paragraph (j) of this Section, and, if so directed by the Company, such Holder will deliver to the Company (at the expense of the Company), all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities which was current at the time of receipt of such notice.

Section 5.   Indemnification; Contribution.

(a)  Indemnification by the Company.  In the event any Registrable Securities are included in a Registration Statement under this Agreement or sold pursuant to an underwritten take-down in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the Company agrees to indemnify and hold harmless each Person who participates in the sale of Registrable Securities hereunder as an underwriter (any such Person being an “Underwriter”), each Holder and their respective partners, directors, officers and employees and each Person, if any, who controls any Holder or Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i)against any and all losses, liabilities, claims, damages, judgments and reasonable expenses whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)against any and all losses, liabilities, claims, damages, judgments and reasonable expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, or of any other claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company or any violation by the Company of the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and

(iii)against any and all reasonable expense whatsoever (including fees and disbursements of counsel), as incurred in investigating, preparing or defending against any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not such Person is a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under sub-paragraph (i) or (ii) above;

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provided, however, that this indemnity agreement does not apply to any Holder or Underwriter with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any such case made in reliance upon and in conformity with written information furnished to the Company by such Holder or Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); provided, further, that the Company shall not be liable to any Holder with respect to any preliminary prospectus to the extent that any such loss, liability, claim, damage, cost or expense results from the fact that such Holder sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus if the Company has previously and timely furnished copies thereof to such Holder and if such final prospectus would have corrected such untrue statement or omission.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnified Party and shall survive the transfer of such securities by any Holder.

(b)  Indemnification by Holders.  Each selling Holder severally but not jointly agrees to indemnify and hold harmless the Company, each Underwriter, the other selling Holders and the Blackstone Investors, and each of their respective partners, managers, officers and employees (including each officer of the Company who signed the Registration Statement), and each Person, if any, who controls the Company, any Underwriter or any other selling Holder or the Blackstone Investors within the meaning of Section 15 of the Securities Act, against any and all losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained in paragraph (a) of this Section (provided that any settlement of the type described therein is effected with the written consent of such selling Holder), as incurred, but only with respect to untrue statements or alleged untrue statements of a material fact contained in any Registration Statement or Prospectus or omissions, or alleged omissions therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any such case made in reliance upon and in conformity with written information furnished to the Company by such selling Holder expressly for use in such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto).

(c)  Conduct of Indemnification Proceedings.  Each indemnified party or parties shall give reasonably prompt notice to each indemnifying party or parties of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party or parties shall not relieve it or them from any liability which it or they may have under this indemnity agreement, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice.  If the indemnifying party or parties so elects within a reasonable time after receipt of such notice, the indemnifying party or parties may assume the defense of such action or proceeding at such indemnifying party’s or parties’ expense with counsel chosen by the indemnifying party or parties and approved by the indemnified party defendant in such action or proceeding, which approval shall not be unreasonably withheld; provided, however, that, if such indemnified party or parties

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determine in good faith that a conflict of interest exists and that therefore it is advisable for such indemnified party or parties to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to it or them which are different from or in addition to those available to the indemnifying party, then the indemnifying party or parties shall not be entitled to assume such defense and the indemnified party or parties shall be entitled to separate counsel (limited in each jurisdiction to one counsel for all Underwriters and separate counsel for each of the other indemnified parties under this Agreement) at the indemnifying party’s or parties’ expense.  If an indemnifying party or parties is or are not so entitled to assume the defense of such action or does or do not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party or parties will pay the reasonable fees and expenses of counsel for the indemnified party or parties (limited in each jurisdiction to one counsel for all Underwriters and another counsel for all other indemnified parties under this Agreement).  No indemnifying party or parties will be liable for any settlement effected without the written consent of such indemnifying party or parties.  No indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party of a release from all liability in respect to such claim or litigation.  Each indemnified Party shall furnish such information regarding itself or the claim in question as an indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.  If an indemnifying party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, such indemnifying party or parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action or proceeding.

(d)  Contribution.  (i)  In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in this Section is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms in respect of any losses, liabilities, claims, damages, judgments and expenses suffered by an indemnified party referred to herein, each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, liabilities, claims, damages, judgments and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party (including, in each case, that of their respective officers, directors, employees and agents) on the other in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages, judgments or expenses, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party on the one hand and of the indemnified party (including, in each case, that of their respective officers, managers, employees and agents) on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnified party, on the one hand, or by or on behalf of the indemnifying party, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, liabilities, claims, damages, judgments and

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expenses referred to above shall be deemed to include, subject to the limitations set forth in paragraph (c) of this Section, any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

(ii)The Company and each Holder of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this paragraph (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in sub-paragraph (i) above.  Notwithstanding the provisions of this paragraph (d), in the case of distributions to the public, an indemnifying Holder shall not be required to contribute any amount in excess of the amount by which (A) the total price at which the Registrable Securities sold by such indemnifying Holder and its affiliated indemnifying Holders and distributed to the public were offered to the public exceeds (B) the amount of any damages which such indemnifying Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(iii)For purposes of this Section, each Person, if any, who controls a Holder or an Underwriter within the meaning of Section 15 of the Securities Act (and their respective partners, directors, officers and employees) shall have the same rights to contribution as such Holder or Underwriter; and each director of the Company, each officer of the Company who signed the Registration Statement, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, shall have the same rights to contribution as the Company.

Section 6.   Miscellaneous.

(a)  No Inconsistent Agreements.  The Company will not on or after the date of this Agreement enter into any agreement which conflicts with the provisions of this Agreement or which grants registration or similar rights without the prior written consent of the Blackstone Investors.

(b)  Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented unless the Company has obtained (i) the prior written consent of the Holders of a majority of the Registrable Securities, and (ii) if any such amendment, modification or supplement would adversely affect the rights, privileges or interests of the Blackstone Investors or the Senior Managers hereunder, the prior written consent of the Blackstone Investors or the Management Representative, respectively.

(c)  Notices.  Any notice, demand, request, waiver, or other communication under this Agreement shall be personally served in writing, shall be deemed to have been given on the date of service, and shall be addressed as follows:

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To the Company:	New Skies Satellites Holdings Ltd.
	Rooseveltplantsoen 4
	2517 KR The Hague
	The Netherlands
	Fax: +31 (0) 70 306 4201
With copies to:	Thai E. Rubin
	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, NY 10017
	Attention: Ed Chung
	Fax: (212) 455-2502
To Blackstone Investors:	The Blackstone Group
	345 Park Avenue, 31st Floor
	New York, NY 10154
	Attention: Mark T. Gallogly
	Fax: (212) 583-5257
With a copy to:	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, NY 10017
	Attention: Ed Chung
	Fax: (212) 455-2502
To any Senior Manager:	c/o New Skies Satellites Holdings Ltd.
	Rooseveltplantsoen 4
	2517 KR The Hague
	The Netherlands
	Fax: +31 (0) 70 306 4201
To any other Holder:	At the address set forth on the attached signature page.

(d)  Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without the need for an express assignment, subsequent Holders.  If any successor, assignee or transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement. For purposes of this Agreement, “successor” for any entity other than a natural person shall mean

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a successor to such entity as a result of such entity’s merger, consolidation, liquidation, dissolution, sale of substantially all of its assets, or similar transaction.

(e)  Recapitalizations, Exchanges, etc., Affecting Registrable Securities.  The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Registrable Securities, to any and all securities or capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of such Registrable Securities, by reason of any dividend, split, issuance, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise.

(f)  Counterparts.  This Agreement may be executed in two or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original, but all of which counterparts, taken together, shall constitute one and the same instrument.

(g)  Descriptive Headings, etc.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.  Unless the context of this Agreement otherwise requires:  (1) words of any gender shall be deemed to include each other gender; (2) words using the singular or plural number shall also include the plural or singular number, respectively; (3) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section and paragraph references are to the Articles, Sections and paragraphs to this Agreement unless otherwise specified; (4) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (5) “or” is not exclusive; and (6) provisions apply to successive events and transactions.

(h)  Severability.  In the event that any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the other remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

(i)  Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

(j)  Specific Performance.  The parties hereto acknowledge that there would be no adequate remedy at law if any party fails to perform in any material respect any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement.

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(k)  Jurisdiction.  The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New Yorkfor any actions, suits or proceedings arising out of or relating to this agreement and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts, and further agree that service of any process, summons, notice or document by U.S. registered mail to the address specified in Section 6(d) shall be effective service of process for any action, suit or proceeding brought against such party in any such court).  The parties herby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this agreement or the transactions contemplated hereby in the courts of the State of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(l)  Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(m)  Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  This Agreement supersedes all prior agreements and understandings between the Company, on the one hand, and the other parties to this Agreement, on the other, with respect to such subject matter.

*                    *                    *

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

Blackstone Investors:
BLACKSTONE NSS COMMUNICATIONS PARTNERS (CAYMAN) L.P.
	/s/ John A. Magliano
	By:	Blackstone Communications Management
	Associates (Cayman), L.P., its General Partner
	/s/ John A. Magliano
	By:	Blackstone FI Communications Associates
	(Cayman) LDC, its General Partner
BLACKSTONE FAMILY COMMUNICATIONS PARTNERSHIP (CAYMAN) L.P.
	/s/ John A. Magliano
	By:	Blackstone Communications Management Associates (Cayman) L.P.
	/s/ John A. Magliano
	By:	Blackstone FI Communications Associates (Cayman) LDC, its General Partner
BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV L.P.
	/s/ John A. Magliano
	By:  Blackstone Management Associates (Cayman) IV L.P., its General Partner
	/s/ John A. Magliano
	By:  Blackstone LR Associates (Cayman) IV Ltd.

Signature Page to Registration Rights Agreement

BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV- A L.P.
	/s/ John A. Magliano
	By:  Blackstone Management Associates (Cayman) IV L.P., its General Partner
	/s/ John A. Magliano
	By:  Blackstone LR Associates (Cayman) IV Ltd.
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) IV-A L.P.
	/s/ John A. Magliano
	By:  Blackstone Management Associates (Cayman) IV L.P., its General Partner
	/s/ John A. Magliano
	By:  Blackstone LR Associates (Cayman) IV Ltd.

Senior Managers:

/s/ Daniel S. Goldberg

Name: Daniel S. Goldberg

/s/ Andrew M. Browne

Name: Andrew M. Browne

/s/ Thai E. Rubin

Name: Thai E. Rubin

/s/ Michael C. Schwartz

Name: Michael C. Schwartz

/s/ Scott J. Sprague

Name: Scott J. Sprague

/s/ Stephen J. Stott

Name: Stephen J. Stott

EX-10.2

Exhibit 10.2

NEW SKIES SATELLITES HOLDINGS LTD.
2005 STOCK INCENTIVE PLAN

1.Purpose of the Plan

The purpose of the Plan (as defined below) is to aid the Company (as defined below) and its Affiliates (as defined below) in recruiting and retaining employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards (as defined below).  The Company expects that it will benefit from the added interest which such employees, directors or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.

2.Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Affiliate:  With respect to any Person, any other Person, directly or indirectly, controlling, controlled by or under common control with such Person or any other Person designated by the Committee in which any Person has an interest.

(b) Award:  Any Option, Stock Appreciation Right, or Other Stock-Based Award granted pursuant to the Plan.

(c) Award Agreement:  Any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.

(d) Blackstone:  Blackstone Capital Partners (Cayman) IV L.P., Blackstone Capital Partners (Cayman) IV-A L.P., Blackstone Family Investment Partnership (Cayman) IV-A L.P., Blackstone NSS Communications Partners (Cayman) L.P. and Blackstone Family Communications Partnership (Cayman) L.P.

(e) Board:  The Board of Directors of the Company.

(f) Change in Control:  (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Blackstone or its affiliates; (ii) any person or group, other than Blackstone or its affiliates, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, amalgamation, consolidation or otherwise and Blackstone ceases to control the Board; or (iii) during any consecutive two-year period, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by the Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors then still in office who were

either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board then in office

(g) Code:  The Internal Revenue Code of 1986, as amended, or any successor thereto.

(h) Committee:  A committee of the Board designated by the Board.

(i) Company:  New Skies Satellites Holdings Ltd., an exempted company registered in Bermuda.

(j) Effective Date:  The date the Board adopts the Plan.

(k) Employment: (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is a consultant to the Company or any of its Affiliates and (iii) a Participant’s services as an non-employee director, if the Participant is a non-employee member of the Board or the board of directors of an Affiliate; provided however that unless otherwise determined by the Committee, a change in a Participant’s status from employee to non-employee (other than a director of the Company or an Affiliate) shall constitute a termination of employment hereunder.

(l) Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute thereto.

(m) Fair Market Value:  On a given date, (i) if there is a public market for the Shares on such date, the average of the high and low closing bid prices of the Shares on such stock exchange on which the Shares are principally trading on the date in question, or, if there were no sales on such date, on the closest preceding date on which there were sales of Shares or (ii) if there is no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Board.

(n) ISO:  An Option that is also an incentive stock option granted pursuant to Section 6(d) of the Plan.

(o) Option:  A stock option granted pursuant to Section 6 of the Plan.

(p) Option Price:  The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

(q) Other Stock-Based Award:  Any award granted under Section 8 of the Plan.

(r) Participant:  An employee, director or consultant of the Company or its Affiliates who is selected by the Committee to participate in the Plan.

(s) Person:  Any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

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(t) Plan:  New Skies Satellites Holdings Ltd. 2005 Stock Incentive Plan.

(u) Shares:  Shares of common stock of the Company.

(v) Stock Appreciation Right:  Any right granted under Section 7 of the Plan.

(w) Subsidiary:  A subsidiary corporation, as defined in Section 424(f) of the Code.

3.Shares Subject to the Plan

The total number of Shares which may be issued under the Plan is 4,500,000, subject to adjustment pursuant to Section 9 of the Plan.  The issuance of Shares or the payment of cash upon the exercise of an Award shall reduce the total number of Shares available under the Plan, as applicable.  Shares which are subject to Awards (or portion thereof) that terminate or lapse may be granted again under the Plan.

4.Administration

(a) The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part as it determines; provided, however, that the Board may, in its sole discretion, take any action designated to the Committee under this Plan as it may deem necessary.

(b) The Committee shall have the full power and authority to make, and establish the terms and conditions of, any Award to any person eligible to be a Participant, consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions).  Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines.  The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan.

(c) The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan, and may delegate such authority, as it deems appropriate.  The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable.  Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors).

(d) The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local, or other taxes as a result of the exercise, grant or vesting of an Award.  Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by having Shares withheld by the Company with a Fair

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Market Value equal to the minimum statutory withholding rate from any Shares that would have otherwise been received by the Participant in connection with (i) the exercise of an Option or Stock Appreciation Right or (ii) the delivery of Shares pursuant to an Other Stock-Based Award.

5.Limitations

No Awards may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

6.Options

Options granted under the Plan shall be, as determined by the Committee, non-qualified stock options or ISOs for federal income tax purposes, as evidenced by the related Award Agreements, and shall be subject to the following terms and conditions as well as the terms and conditions set forth in the applicable Award Agreement:

(a) Option Price.  The Option Price shall be determined by the Committee, but, with respect to ISOs, shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted.

(b) Exercisability.  Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted.

(c) Exercise of Options.  Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable.  For purposes of this Section 6, the exercise date of an Option shall be the date a notice of exercise is received by the Company, together with payment (or to the extent permitted by applicable law, provision for payment) of the full purchase price in accordance with this Section 6(c).  The purchase price for the Shares as to which an Option is exercised shall be paid to the Company as designated by the Committee, pursuant to one or more of the following methods: (i) in cash, or its equivalent (e.g., by check), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles); (iii) partly in cash and partly in such Shares; (iv) by having Shares that would otherwise have been delivered to the Participant upon exercise of an Option withheld by the Company; (v) if there is a public market for the Shares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price for the shares being purchased or (vi) such other method as approved by the Committee.  Except as expressly set forth in an Award Agreement, no Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares, the Shares are registered in the name of the Participant in

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the Share Register of the Company and, if applicable, the Participant has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(d) ISOs.  The Committee may grant Options under the Plan that are intended to be ISOs.  Such ISOs shall comply with the requirements of Section 422 of the Code.  No ISO may be granted to any Participant who at the time of such grant is not an employee of the Company or of any of its Subsidiaries.  In addition, no ISO may be granted to any Participant who at the time of such grant owns more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Subsidiaries, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted.  Any Participant who disposes of Shares acquired upon the exercise of an ISO either (I) within two years after the date of grant of such ISO or (II) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition.  All Options granted under the Plan are intended to be non-qualified stock options, unless the applicable Award Agreement expressly states that the Option is intended to be an ISO.  If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a non-qualified stock option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to non-qualified stock options.  In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.

(e) Attestation.  Wherever in this Plan or any Award Agreement a Participant is permitted to pay the Option Price or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

7.Stock Appreciation Rights

(a) Grants.  The Committee may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof.  A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement).

(b) Terms.  The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted; provided, however,

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that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option.  Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right.  Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered.  Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee.  Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised.  The date a notice of exercise is received by the Company shall be the exercise date.  No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.

(c) Limitations.  The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit.

8.Other Stock-Based Awards.

The Committee, in its sole discretion, may grant the right to purchase Shares, Awards of Shares, Awards of restricted Shares, Awards of phantom stock units and other Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”).  Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives.  Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan.  Subject to the provisions of the Plan, the Committee shall determine: (a) the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; (b) whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and (c) all other terms and conditions of such Other Stock-Based Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

9.Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

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(a) Generally.  In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, amalgamation, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares (other than regular cash dividends) or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable (consistent with Section 409A of the Code), as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price or exercise price of any Stock Appreciation Right and/or (iii) any other affected terms of such Awards.

(b) Change in Control.  In the event of a Change in Control after the Effective Date, the Committee may, in its sole discretion, provide for the (i) termination of an Award upon the consummation of the Change in Control, but only if such Award has vested and been paid out, (ii) acceleration of all or any portion of an Award, (iii) payment of an amount (in cash or, in the discretion of the Committee, in the form of consideration paid to shareholders of the Company in connection with such Change in Control) in exchange for the cancellation of an Award, which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights over the aggregate Option Price or grant price of such Option or Stock Appreciation Rights, and/or (iv) issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder.

10.No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any of its Affiliates to continue the Employment of a Participant and shall not lessen or affect the Company’s or its Affiliates’ rights to terminate the Employment of such Participant.  No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards.  The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

11.Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

12.Nontransferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant other than by will or by the laws of descent and distribution.  An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.

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13.Awards Subject to the Plan.

In the event of a conflict between any term or provision contained in the Plan and a term or provision in any Award Agreement, the applicable terms and provisions of the Plan will govern and prevail.

14.Severability.

If any provision of the Plan or any Award is, becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

15.Amendments or Termination

(a) Amendments or Termination of the Plan.  The Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, without the written consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

(b) Amendments to Awards.  The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that no waiver, amendment, alteration, suspension, discontinuation, cancellation or termination shall impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted without the consent of the affected Participant, holder or beneficiary.

16.Other Benefit Plans

All Awards shall constitute a special incentive payment to the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for the purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company or under any agreement between the Company and the Participant, unless such plan or agreement specifically provides otherwise.

17.Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws.

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18.Effectiveness of the Plan

The Plan shall be effective as of the Effective Date.

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EX-10.3

Exhibit 10.3

FORM OF

NEW SKIES SATELLITES HOLDINGS LTD.
2005 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT, is made effective as of [             ], 2005 (the “Date of Grant”) at [] (the “Time of Grant”), between New Skies Satellites Holdings Ltd. (the “Company”) and [                     ] (the “Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the Options provided for herein to the Participant pursuant to the Plan and the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.Definitions.  Whenever the following terms are used in this Agreement, they shall have the meanings set forth below.  Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a)Blackstone Percentage:  the quotient of (i) the number of Shares Blackstone sells in connection with a Liquidity Event divided by (ii) the total number of Shares Blackstone holds immediately prior to such Liquidity Event.  In the case of a Distribution Event, the Blackstone Percentage shall equal the quotient of (x) the aggregate amount to be received by Blackstone in connection with such Distribution Event divided by (y) the Fair Market Value of the Shares of the Company held by Blackstone immediately prior to such Distribution Event.

(b)Cause:  “Cause” or “Urgent Cause” as defined in an employment agreement between the Company or its subsidiaries and the Participant or, if not defined therein or if there is no such agreement, “Cause” means (i) Participant’s continued failure substantially to perform Participant’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten days following written notice by the Company to Participant of such failure, (ii) dishonesty in the performance of Participant’s duties, (iii) an act or acts on Participant’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (iv) Participant’s willful malfeasance or willful misconduct in connection with Participant’s duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its subsidiaries or

affiliates or (v) the Participant’s breach of the provisions of any confidentiality, noncompetition or nonsolicitation to which the Participant is subject.

(c)Distribution Event:  the record date of any dividend or distribution made by the Company to Blackstone (subject to Section 5(b)), other than any dividend or distribution by the Company with a record date prior to, or as of, an IPO.

(d)Exit Performance Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(e)Expiration Date:  The tenth anniversary of the Date of Grant.

(f)Good Reason:  “Good Reason” as defined in an employment agreement between the Company or its subsidiaries and the Participant or, if not defined therein or if there is no such agreement, “Good Reason” means (i) the failure of the Company to pay or cause to be paid Participant’s base salary or annual bonus, when due or (ii) any substantial and sustained diminution in Participant’s authority or responsibilities; provided that either of the events described in clauses (i) and (ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Participant of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the 60^th day following the later of its occurrence or Executive’s knowledge thereof, unless Participant has given the Company written notice thereof prior to such date.

(g)IPO:  An underwritten public offering of Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended, other than pursuant to a registration statement on Form S-4 or Form S-8 or other limited purpose form.

(h)Liquidity Event:  (i) the sale by Blackstone of all or any portion of its Shares to another entity (other than an Affiliate of Blackstone) in which Blackstone receives cash or marketable securities or (ii) any Distribution Event.

(i)Operating Performance Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(j)Options:  Collectively, the Time Option, the Performance Options, the Tier I IPO Vested Option and the Tier II Vested Option to purchase Shares granted under this Agreement.

(k)Performance Options:  Collectively, the Operating Performance Option and the Exit Performance Option.

(l)Plan:  The New Skies Satellites Holdings Ltd. 2005 Stock Incentive Plan, as from time to time amended.

(m)Tier I IPO Vested Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

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(n)Tier II Vested Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(o)Time Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(p)Vested Portion:  At any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement; provided, that an Option whose aggregate Option Price is not paid by the withholding of Shares shall vest with respect to whole Shares only, with partial Shares being rounded up to the nearest whole integer.

2.Grant of Options.  The Company hereby grants to the Participant the right and option to purchase, on the terms and conditions hereinafter set forth, the number of Shares subject to the Time Option, the Tier I IPO Vested Option, the Tier II Vested Option, the Operating Performance Option and the Exit Performance Option set forth on Schedule A attached hereto, subject to adjustment as set forth in the Plan and this Agreement.  The exercise price of the Shares subject to the Time Option, the Operating Performance Option and the Exit Performance Option shall be $[      ] per Share and the exercise price subject to the Tier I IPO Vested Option and the Tier II Vested Option shall be $[     ] per Share, subject to adjustment as set forth in the Plan and this Agreement (the “Option Price”).  The Options are intended to be nonqualified stock options, and are not intended to be treated as ISOs that comply with Section 422 of the Code.

3.Vesting of the Options.

(a)Vesting of the Time Option.

(i)In General.  Subject to the Participant’s continued Employment with the Company and its Affiliates, the Time Option shall vest and become exercisable on each of the first four anniversaries of November 2, 2004 (each anniversary, a “Time Vesting Date”) with respect to the number of Shares subject to the Time Option equal to the number of Shares subject to the Time Option immediately prior to each such Time Vesting Date divided by the number of Time Vesting Dates remaining, including such Time Vesting Date.

(ii)Change in Control.  Notwithstanding the foregoing, upon a Change in Control, the Time Option shall, to the extent not previously cancelled or expired, immediately become one hundred percent (100%) vested and exercisable.

(b)Vesting of the Performance Options.

(i)In General.  Subject to the Participant’s continued Employment with the Company and its Affiliates, the Performance Options, to the extent not previously canceled or expired, shall become fully vested and exercisable with respect to one hundred percent (100%) of the Shares subject to the Performance Options on November 2, 2011 if on such date the annually compounded internal rate of return to Blackstone is at least twenty percent (20%) (determined based on the Fair Market Value

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of the Shares on, and all dividends and other proceeds paid upon such Shares through, such date).

(ii)Acceleration Events.

(A)upon any Liquidity Event that generates an annually compounded internal rate of return to Blackstone of at least twenty percent (20)% (determined based on the Fair Market Value of the Shares on, and all dividends and other proceeds upon such Shares (including proceeds to be received in the Liquidity Event) through such Liquidity Event), in which case the Performance Options shall vest immediately prior to such Liquidity Event as follows:  (a) the number of Shares subject to the Exit Performance Option outstanding on the date of such Liquidity Event multiplied by the Blackstone Percentage and (b) the number of Shares subject to the Operating Performance Option immediately prior to such Liquidity Event multiplied by the Blackstone Percentage; and/or

(B)with respect to the Operating Performance Option, on the February 15 following the attainment of annual performance targets established by the Board for each calendar year beginning with calendar year 2005 and ending with calendar year 2008 (the “Performance Period”), as determined by the Board, a number of  Shares subject to the Operating Performance Option shall vest and become exercisable equal to the number of Shares subject to the Operating Performance Option outstanding immediately prior to the vesting date divided by the number of years remaining, including such calendar year, in the Performance Period.

(iii)Catch-Up.  Notwithstanding the foregoing and subject to the Participant’s continued Employment with the Company and its Affiliates, if the annual performance targets for a calendar year during the Performance Period are not achieved (a “Missed Year”), the Board shall provide that the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable in such Missed Year shall vest and become exercisable on the February 15 following the end of the subsequent calendar year through and including calendar year 2008 that the cumulative annual performance targets for the Missed Year and the subsequent calendar year are achieved.

(iv)Change in Control.  Notwithstanding the foregoing, upon a Change in Control, the Performance Options shall, to the extent not previously cancelled or expired, immediately become one hundred percent (100%) vested and exercisable, if the annually compounded internal rate of return to Blackstone is at least twenty percent (20%) as of such Change in Control (determined based on the Fair Market Value of the Shares on, and all dividends and other proceeds paid upon such Shares through, the date of such Change in Control).

(v)Termination of Performance Options.  If, in connection with a Change in Control or otherwise, Blackstone disposes of all its equity interest in the Company, then the Performance Options (other than the Operating Performance Options if such Change in Control or disposition occurs prior to December 31, 2009) that do not

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become vested and exercisable in connection with such Change in Control or other disposition shall expire and be immediately canceled by the Company without consideration as of the consummation of such Change in Control or other disposition.

(c)Vesting of the Tier I IPO Vested Option and Tier II Vested Option.  Subject to the Participant’s continued Employment with the Company and its Affiliates, the Tier I IPO Vested Option and the Tier II Vested Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to such Options on the Date of Grant at the Time of Grant.

(d)Termination of Employment.

(i)General.  Other than as described in Sections 3(d)(ii) and (iii), if the Participant’s Employment with the Company and its Affiliates terminates for any reason, the Option, to the extent not then vested and exercisable, shall expire and be immediately canceled by the Company without consideration.

(ii)Time Option.  Notwithstanding Section 3(a) and 3(d)(i), (x) in the event that the Participant’s Employment is terminated (A) by the Company without Cause or (B) by the Participant with Good Reason, to the extent not previously cancelled or expired, the Time Option shall immediately become one hundred percent (100%) vested and exercisable or (y) in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, the Time Option shall immediately become vested and exercisable as to the Shares subject to the Time Option that would have otherwise vested and become exercisable in the calendar year in which such termination of Employment occurs.

(iii)Performance Options.

(A)Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events.

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Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (A) by the Company without Cause or (B) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, (1) the Operating Performance Option shall become vested and exercisable with respect to (a) the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable for the calendar year of such termination of Employment and (b) the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable in the year following such termination of Employment and (2) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of calendar years that have lapsed since the Date of Grant plus two (2) and the denominator of which is seven (7) and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occur during the twenty-four (24) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events.

(B)Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, (x) if the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of full calendar years that have lapsed since the Date of Grant and the denominator of which is seven (7).

4.Exercise of Options.

(a)Method of Exercise.

(i)The Vested Portion of an Option shall be immediately exercised; provided, that if the Fair Market Value of a Share is less than the Option Price on the date the Option vests and becomes exercisable, the Vested Portion of the Option shall be cancelled by the Company without consideration.  Payment of the aggregate Option Price shall be made by having Shares that would otherwise have been delivered to the Participant upon exercise of the Option having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased withheld by the Company; provided, that, if such exercise is in connection with acceleration of vesting pursuant to a Distribution Event, then the Fair Market Value of a Share shall include the distribution payable on a Share in connection with such Distribution Event; provided, further, that

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sixty (60) days following an IPO, the Participant may elect to pay the aggregate Option Price (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by the Committee or generally accepted accounting principles), (C) if there is a public market for the Shares at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and deliver promptly to the Company an amount equal to the aggregate Option Price or (D) by a combination of (A) and (B) above or such other method as approved by the Committee.  The Participant shall have rights to any dividends or other rights of a stockholder with respect to the Shares subject to an Option at such time as the Participant has paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement.  If the aggregate Option Price is paid by the withholding of Shares, only whole Shares shall be issued, with partial Shares being rounded up to the nearest whole integer.

(ii)Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be required by such laws, rulings or regulations.

(iii)Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares.  However, the Company shall not be liable to the Participant for damages relating to any reasonable delays in issuing the certificates to the Participant or any loss by the Participant of the certificates.

5.Adjustments.

(a)General.  In the event of any change in the outstanding Shares after the Effective Date by reason of any Share split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of Shares or other corporate exchange, or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, to the Option.

(b)Distributions.  Notwithstanding the foregoing, upon a Distribution Event, the Option, to the extent outstanding after such Distribution Event, will be adjusted (a “Distribution Event Option Adjustment”), such that the Option Price for the Option will

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become equal to the Option Price of the Option immediately prior to the Distribution Event divided by the Dividend Adjustment Amount (as defined below) and the number of Shares subject to the Option after the Distribution Event will equal the number of Shares subject to Option immediately prior to the Distribution Event (excluding Shares that vest and become exercisable as a result of the Distribution Event), multiplied by the Dividend Adjustment Amount.  The Dividend Adjustment Amount shall equal (x) one plus (y) the amount of the distribution paid to shareholders of the Company divided by the difference between (A) the value of the Company’s equity immediately prior to the distribution, as determined by the Board less (B) the amount of such distribution.  Only for purposes of adjusting the Option Price pursuant to this Section 5(b), a dividend from the proceeds of an underwriters’ exercise of its over-allotment option in connection with an IPO shall be deemed to be a Distribution Event.

6.No Right to Continued Employment.  Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate.  Further, the Company or its Affiliate may at any time terminate the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

7.Legend on Certificates.  The certificates representing the Shares purchased by exercise of an Option shall be subject to such stop transfer orders and other restrictions as the Committee may determine is required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable federal or state laws and the Company’s Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

8.Transferability.  Unless otherwise determined by the Committee, an Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.  During the Participant’s lifetime, an Option is exercisable only by the Participant.

9.Withholding.  The Participant may be required to pay to the Company or its Affiliate and the Company or its Affiliate shall have the right and is hereby authorized to withhold from any payment due or transfer made under the Option or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of the Option, its exercise, or any payment or transfer under the Option or under the Plan and to take such action as may be necessary in the option of the Company to satisfy all obligations for the payment of such taxes.  The Participant may elect to pay a portion or all of such withholding taxes by having Shares withheld by the Company with a Fair Market Value equal to the minimum statutory withholding rate from any Shares that would have otherwise been received by the Participant in connection with the exercise of the Option; provided, that, if such

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withholding is in connection with acceleration of vesting pursuant to a Distribution Event, then the Fair Market Value of a Share shall include the distribution payable on a Share in connection with such Distribution Event; provided, further, that until sixty (60) days following an IPO, Participants are required to satisfy all withholding requirements by the Company withholding Shares otherwise deliverable upon the exercise of the Option.

10.Securities Laws.  Upon the acquisition of any Shares pursuant to the exercise of an Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

11.Notices.  Any notice under this Agreement shall be addressed to the Company in care of its General Counsel, addressed to the principal executive office of the Company and to the Participant at the address last appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other.  Any such notice shall be deemed effective upon receipt thereof by the addressee.

12.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

13.Signature in Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

NEW SKIES SATELLITES HOLDINGS LTD.

By:

Its

Participant

Schedule A

The number of Shares subject to each Option is set forth below:

Time Option:

Operating Performance Option:

Exit Performance Option:

Tier I IPO Vested Option:

Tier II Vested Option:

EX-10.4

Exhibit 10.4

FORM OF

NEW SKIES SATELLITES HOLDINGS LTD.
2005 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT, is made effective as of [             ], 2005 (the “Date of Grant”) at [] (the “Time of Grant”), between New Skies Satellites Holdings Ltd. (the “Company”) and [                     ] (the “Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the Options provided for herein to the Participant pursuant to the Plan and the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.Definitions.  Whenever the following terms are used in this Agreement, they shall have the meanings set forth below.  Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a)Blackstone Percentage:  the quotient of (i) the number of Shares Blackstone sells in connection with a Liquidity Event divided by (ii) the total number of Shares Blackstone holds immediately prior to such Liquidity Event.  In the case of a Distribution Event, the Blackstone Percentage shall equal the quotient of (x) the aggregate amount to be received by Blackstone in connection with such Distribution Event divided by (y) the Fair Market Value of the Shares of the Company held by Blackstone immediately prior to such Distribution Event.

(b)Cause:  “Cause” or “Urgent Cause” as defined in an employment agreement between the Company or its subsidiaries and the Participant or, if not defined therein or if there is no such agreement, “Cause” means (i) Participant’s continued failure substantially to perform Participant’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten days following written notice by the Company to Participant of such failure, (ii) dishonesty in the performance of Participant’s duties, (iii) an act or acts on Participant’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (iv) Participant’s willful malfeasance or willful misconduct in connection with Participant’s duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its subsidiaries or

affiliates or (v) the Participant’s breach of the provisions of any confidentiality, noncompetition or nonsolicitation to which the Participant is subject.

(c)Distribution Event:  the record date of any dividend or distribution made by the Company to Blackstone (subject to Section 5(b)), other than any dividend or distribution by the Company with a record date prior to, or as of, an IPO.

(d)Exit Performance Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(e)Expiration Date:  The tenth anniversary of the Date of Grant.

(f)Good Reason:  “Good Reason” as defined in an employment agreement between the Company or its subsidiaries and the Participant or, if not defined therein or if there is no such agreement, “Good Reason” means (i) the failure of the Company to pay or cause to be paid Participant’s base salary or annual bonus, when due or (ii) any substantial and sustained diminution in Participant’s authority or responsibilities; provided that either of the events described in clauses (i) and (ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Participant of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the 60^th day following the later of its occurrence or Executive’s knowledge thereof, unless Participant has given the Company written notice thereof prior to such date.

(g)IPO:  An underwritten public offering of Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended, other than pursuant to a registration statement on Form S-4 or Form S-8 or other limited purpose form.

(h)Liquidity Event:  (i) the sale by Blackstone of all or any portion of its Shares to another entity (other than an Affiliate of Blackstone) in which Blackstone receives cash or marketable securities or (ii) any Distribution Event.

(i)Operating Performance Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(j)Options:  Collectively, the Time Option, the Performance Options, the Tier I IPO Vested Option and the Tier II Vested Option to purchase Shares granted under this Agreement.

(k)Performance Options:  Collectively, the Operating Performance Option and the Exit Performance Option.

(l)Plan:  The New Skies Satellites Holdings Ltd. 2005 Stock Incentive Plan, as from time to time amended.

(m)Tier I IPO Vested Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

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(n)Tier II Vested Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(o)Time Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(p)Vested Portion:  At any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement; provided, that an Option whose aggregate Option Price is not paid by the withholding of Shares shall vest with respect to whole Shares only, with partial Shares being rounded up to the nearest whole integer.

2.Grant of Options.  The Company hereby grants to the Participant the right and option to purchase, on the terms and conditions hereinafter set forth, the number of Shares subject to the Time Option, the Tier I IPO Vested Option, the Tier II Vested Option, the Operating Performance Option and the Exit Performance Option set forth on Schedule A attached hereto, subject to adjustment as set forth in the Plan and this Agreement.  The exercise price of the Shares subject to the Time Option, the Operating Performance Option and the Exit Performance Option shall be $[      ] per Share and the exercise price subject to the Tier I IPO Vested Option and the Tier II Vested Option shall be $[     ] per Share, subject to adjustment as set forth in the Plan and this Agreement (the “Option Price”).  The Options are intended to be nonqualified stock options, and are not intended to be treated as ISOs that comply with Section 422 of the Code.

3.Vesting of the Options.

(a)Vesting of the Time Option.

(i)In General.  Subject to the Participant’s continued Employment with the Company and its Affiliates, the Time Option shall vest and become exercisable on each of the first four anniversaries of November 2, 2004 (each anniversary, a “Time Vesting Date”) with respect to the number of Shares subject to the Time Option equal to the number of Shares subject to the Time Option immediately prior to each such Time Vesting Date divided by the number of Time Vesting Dates remaining, including such Time Vesting Date.

(ii)Change in Control.  Notwithstanding the foregoing, upon a Change in Control, the Time Option shall, to the extent not previously cancelled or expired, immediately become one hundred percent (100%) vested and exercisable.

(b)Vesting of the Performance Options.

(i)In General.  Subject to the Participant’s continued Employment with the Company and its Affiliates, the Performance Options, to the extent not previously canceled or expired, shall become fully vested and exercisable with respect to one hundred percent (100%) of the Shares subject to the Performance Options on November 2, 2011 if on such date the annually compounded internal rate of return to Blackstone is at least twenty percent (20%) (determined based on the Fair Market Value

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of the Shares on, and all dividends and other proceeds paid upon such Shares through, such date).

(ii)Acceleration Events.

(A)upon any Liquidity Event that generates an annually compounded internal rate of return to Blackstone of at least twenty percent (20)% (determined based on the Fair Market Value of the Shares on, and all dividends and other proceeds upon such Shares (including proceeds to be received in the Liquidity Event) through such Liquidity Event), in which case the Performance Options shall vest immediately prior to such Liquidity Event as follows:  (a) the number of Shares subject to the Exit Performance Option outstanding on the date of such Liquidity Event multiplied by the Blackstone Percentage and (b) the number of Shares subject to the Operating Performance Option immediately prior to such Liquidity Event multiplied by the Blackstone Percentage; and/or

(B)with respect to the Operating Performance Option, on the February 15 following the attainment of annual performance targets established by the Board for each calendar year beginning with calendar year 2005 and ending with calendar year 2008 (the “Performance Period”), as determined by the Board, a number of  Shares subject to the Operating Performance Option shall vest and become exercisable equal to the number of Shares subject to the Operating Performance Option outstanding immediately prior to the vesting date divided by the number of years remaining, including such calendar year, in the Performance Period.

(iii)Catch-Up.  Notwithstanding the foregoing and subject to the Participant’s continued Employment with the Company and its Affiliates, if the annual performance targets for a calendar year during the Performance Period are not achieved (a “Missed Year”), the Board shall provide that the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable in such Missed Year shall vest and become exercisable on the February 15 following the end of the subsequent calendar year through and including calendar year 2008 that the cumulative annual performance targets for the Missed Year and the subsequent calendar year are achieved.

(iv)Change in Control.  Notwithstanding the foregoing, upon a Change in Control, the Performance Options shall, to the extent not previously cancelled or expired, immediately become one hundred percent (100%) vested and exercisable, if the annually compounded internal rate of return to Blackstone is at least twenty percent (20%) as of such Change in Control (determined based on the Fair Market Value of the Shares on, and all dividends and other proceeds paid upon such Shares through, the date of such Change in Control).

(v)Termination of Performance Options.  If, in connection with a Change in Control or otherwise, Blackstone disposes of all its equity interest in the Company, then the Performance Options (other than the Operating Performance Options if such Change in Control or disposition occurs prior to December 31, 2009) that do not

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become vested and exercisable in connection with such Change in Control or other disposition shall expire and be immediately canceled by the Company without consideration as of the consummation of such Change in Control or other disposition.

(c)Vesting of the Tier I IPO Vested Option and Tier II Vested Option.  Subject to the Participant’s continued Employment with the Company and its Affiliates, the Tier I IPO Vested Option and the Tier II Vested Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to such Options on the Date of Grant at the Time of Grant.

(d)Termination of Employment.

(i)General.  Other than as described in Sections 3(d)(ii) and (iii), if the Participant’s Employment with the Company and its Affiliates terminates for any reason, the Option, to the extent not then vested and exercisable, shall expire and be immediately canceled by the Company without consideration.

(ii)Time Option.  Notwithstanding Section 3(a) and 3(d)(i), (x) in the event that the Participant’s Employment is terminated (A) by the Company without Cause or (B) by the Participant with Good Reason, to the extent not previously cancelled or expired, the Time Option shall immediately become one hundred percent (100%) vested and exercisable or (y) in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, the Time Option shall immediately become vested and exercisable as to the Shares subject to the Time Option that would have otherwise vested and become exercisable in the calendar year in which such termination of Employment occurs.

(iii)Performance Options.

(A)Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events.

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(B)Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, (x) if the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of full calendar years that have lapsed since the Date of Grant and the denominator of which is seven (7).

4.Exercise of Options.

(a)Method of Exercise.

(i)The Vested Portion of an Option shall be immediately exercised; provided, that if the Fair Market Value of a Share is less than the Option Price on the date the Option vests and becomes exercisable, the Vested Portion of the Option shall be cancelled by the Company without consideration.  Payment of the aggregate Option Price shall be made by having Shares that would otherwise have been delivered to the Participant upon exercise of the Option having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased withheld by the Company; provided, that, if such exercise is in connection with acceleration of vesting pursuant to a Distribution Event, then the Fair Market Value of a Share shall include the distribution payable on a Share in connection with such Distribution Event; provided, further, that sixty (60) days following an IPO, the Participant may elect to pay the aggregate Option Price (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by the Committee or generally accepted accounting principles), (C) if there is a public market for the Shares at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and deliver promptly to the Company an amount equal to the aggregate Option Price or (D) by a combination of (A) and (B) above or such other method as approved by the Committee.  The Participant shall have rights to any dividends or other rights of a stockholder with respect to the Shares subject to an Option at such time as the Participant has paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement.  If the aggregate Option Price is paid by the withholding of Shares, only whole Shares shall be issued, with partial Shares being rounded up to the nearest whole integer.

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(ii)Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be required by such laws, rulings or regulations.

(iii)Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares.  However, the Company shall not be liable to the Participant for damages relating to any reasonable delays in issuing the certificates to the Participant or any loss by the Participant of the certificates.

5.Adjustments.

(a)General.  In the event of any change in the outstanding Shares after the Effective Date by reason of any Share split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of Shares or other corporate exchange, or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, to the Option.

(b)Distributions.  Notwithstanding the foregoing, upon a Distribution Event, the Option, to the extent outstanding after such Distribution Event, will be adjusted (a “Distribution Event Option Adjustment”), such that the Option Price for the Option will become equal to the Option Price of the Option immediately prior to the Distribution Event divided by the Dividend Adjustment Amount (as defined below) and the number of Shares subject to the Option after the Distribution Event will equal the number of Shares subject to Option immediately prior to the Distribution Event (excluding Shares that vest and become exercisable as a result of the Distribution Event), multiplied by the Dividend Adjustment Amount.  The Dividend Adjustment Amount shall equal (x) one plus (y) the amount of the distribution paid to shareholders of the Company divided by the difference between (A) the value of the Company’s equity immediately prior to the distribution, as determined by the Board less (B) the amount of such distribution.  Only for purposes of adjusting the Option Price pursuant to this Section 5(b), a dividend from the proceeds of an underwriters’ exercise of its over-allotment option in connection with an IPO shall be deemed to be a Distribution Event.

6.No Right to Continued Employment.  Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate.  Further, the Company or its Affiliate may at any time terminate the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

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7.Legend on Certificates.  The certificates representing the Shares purchased by exercise of an Option shall be subject to such stop transfer orders and other restrictions as the Committee may determine is required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable federal or state laws and the Company’s Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

8.Transferability.  Unless otherwise determined by the Committee, an Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.  During the Participant’s lifetime, an Option is exercisable only by the Participant.

9.Withholding.  The Participant may be required to pay to the Company or its Affiliate and the Company or its Affiliate shall have the right and is hereby authorized to withhold from any payment due or transfer made under the Option or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of the Option, its exercise, or any payment or transfer under the Option or under the Plan and to take such action as may be necessary in the option of the Company to satisfy all obligations for the payment of such taxes.  The Participant may elect to pay a portion or all of such withholding taxes by having Shares withheld by the Company with a Fair Market Value equal to the minimum statutory withholding rate from any Shares that would have otherwise been received by the Participant in connection with the exercise of the Option; provided, that, if such withholding is in connection with acceleration of vesting pursuant to a Distribution Event, then the Fair Market Value of a Share shall include the distribution payable on a Share in connection with such Distribution Event; provided, further, that until sixty (60) days following an IPO, Participants are required to satisfy all withholding requirements by the Company withholding Shares otherwise deliverable upon the exercise of the Option.

10.Securities Laws.  Upon the acquisition of any Shares pursuant to the exercise of an Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

11.Notices.  Any notice under this Agreement shall be addressed to the Company in care of its General Counsel, addressed to the principal executive office of the Company and to the Participant at the address last appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other.  Any such notice shall be deemed effective upon receipt thereof by the addressee.

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12.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

13.Signature in Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

NEW SKIES SATELLITES HOLDINGS LTD.

By:

Its

Participant

Schedule A

The number of Shares subject to each Option is set forth below:

Time Option:

Operating Performance Option:

Exit Performance Option:

Tier I IPO Vested Option:

Tier II Vested Option:

EX-10.5

Exhibit 10.5

FORM OF

NEW SKIES SATELLITES HOLDINGS LTD.
2005 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT, is made effective as of [             ], 2005 (the “Date of Grant”) at [] (the “Time of Grant”), between New Skies Satellites Holdings Ltd. (the “Company”) and [                     ] (the “Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the Options provided for herein to the Participant pursuant to the Plan and the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.Definitions.  Whenever the following terms are used in this Agreement, they shall have the meanings set forth below.  Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a)Blackstone Percentage:  the quotient of (i) the number of Shares Blackstone sells in connection with a Liquidity Event divided by (ii) the total number of Shares Blackstone holds immediately prior to such Liquidity Event.  In the case of a Distribution Event, the Blackstone Percentage shall equal the quotient of (x) the aggregate amount to be received by Blackstone in connection with such Distribution Event divided by (y) the Fair Market Value of the Shares of the Company held by Blackstone immediately prior to such Distribution Event.

(b)Cause:  “Cause” or “Urgent Cause” as defined in an employment agreement between the Company or its subsidiaries and the Participant or, if not defined therein or if there is no such agreement, “Cause” means (i) Participant’s continued failure substantially to perform Participant’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten days following written notice by the Company to Participant of such failure, (ii) dishonesty in the performance of Participant’s duties, (iii) an act or acts on Participant’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (iv) Participant’s willful malfeasance or willful misconduct in connection with Participant’s duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its subsidiaries or

affiliates or (v) the Participant’s breach of the provisions of any confidentiality, noncompetition or nonsolicitation to which the Participant is subject.

(c)Distribution Event:  the record date of any dividend or distribution made by the Company to Blackstone (subject to Section 5(b)), other than any dividend or distribution by the Company with a record date prior to, or as of, an IPO.

(d)Exit Performance Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(e)Expiration Date:  The tenth anniversary of the Date of Grant.

(f)Good Reason:  “Good Reason” as defined in an employment agreement between the Company or its subsidiaries and the Participant or, if not defined therein or if there is no such agreement, “Good Reason” means (i) the failure of the Company to pay or cause to be paid Participant’s base salary or annual bonus, when due or (ii) any substantial and sustained diminution in Participant’s authority or responsibilities; provided that either of the events described in clauses (i) and (ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Participant of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the 60^th day following the later of its occurrence or Executive’s knowledge thereof, unless Participant has given the Company written notice thereof prior to such date.

(g)IPO:  An underwritten public offering of Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended, other than pursuant to a registration statement on Form S-4 or Form S-8 or other limited purpose form.

(h)Liquidity Event:  (i) the sale by Blackstone of all or any portion of its Shares to another entity (other than an Affiliate of Blackstone) in which Blackstone receives cash or marketable securities or (ii) any Distribution Event.

(i)Operating Performance Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(j)Options:  Collectively, the Time Option, the Performance Options, the Tier I IPO Vested Option and the Tier II Vested Option to purchase Shares granted under this Agreement.

(k)Performance Options:  Collectively, the Operating Performance Option and the Exit Performance Option.

(l)Plan:  The New Skies Satellites Holdings Ltd. 2005 Stock Incentive Plan, as from time to time amended.

(m)Tier I IPO Vested Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

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(n)Tier II Vested Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(o)Time Option:  An Option to purchase the number of Shares set forth on Schedule A attached hereto.

(p)Vested Portion:  At any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement; provided, that an Option whose aggregate Option Price is not paid by the withholding of Shares shall vest with respect to whole Shares only, with partial Shares being rounded up to the nearest whole integer.

2.Grant of Options.  The Company hereby grants to the Participant the right and option to purchase, on the terms and conditions hereinafter set forth, the number of Shares subject to the Time Option, the Tier I IPO Vested Option, the Tier II Vested Option, the Operating Performance Option and the Exit Performance Option set forth on Schedule A attached hereto, subject to adjustment as set forth in the Plan and this Agreement.  The exercise price of the Shares subject to the Time Option, the Operating Performance Option and the Exit Performance Option shall be $[      ] per Share and the exercise price subject to the Tier I IPO Vested Option and the Tier II Vested Option shall be $[     ] per Share, subject to adjustment as set forth in the Plan and this Agreement (the “Option Price”).  The Options are intended to be nonqualified stock options, and are not intended to be treated as ISOs that comply with Section 422 of the Code.

3.Vesting of the Options.

(a)Vesting of the Time Option.

(i)In General.  Subject to the Participant’s continued Employment with the Company and its Affiliates, the Time Option shall vest and become exercisable on each of the first four anniversaries of November 2, 2004 (each anniversary, a “Time Vesting Date”) with respect to the number of Shares subject to the Time Option equal to the number of Shares subject to the Time Option immediately prior to each such Time Vesting Date divided by the number of Time Vesting Dates remaining, including such Time Vesting Date.

(ii)Change in Control.  Notwithstanding the foregoing, upon a Change in Control, the Time Option shall, to the extent not previously cancelled or expired, immediately become one hundred percent (100%) vested and exercisable.

(b)Vesting of the Performance Options.

(i)In General.  Subject to the Participant’s continued Employment with the Company and its Affiliates, the Performance Options, to the extent not previously canceled or expired, shall become fully vested and exercisable with respect to one hundred percent (100%) of the Shares subject to the Performance Options on November 2, 2011 if on such date the annually compounded internal rate of return to Blackstone is at least twenty percent (20%) (determined based on the Fair Market Value

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of the Shares on, and all dividends and other proceeds paid upon such Shares through, such date).

(ii)Acceleration Events.

(A)upon any Liquidity Event that generates an annually compounded internal rate of return to Blackstone of at least twenty percent (20)% (determined based on the Fair Market Value of the Shares on, and all dividends and other proceeds upon such Shares (including proceeds to be received in the Liquidity Event) through such Liquidity Event), in which case the Performance Options shall vest immediately prior to such Liquidity Event as follows:  (a) the number of Shares subject to the Exit Performance Option outstanding on the date of such Liquidity Event multiplied by the Blackstone Percentage and (b) the number of Shares subject to the Operating Performance Option immediately prior to such Liquidity Event multiplied by the Blackstone Percentage; and/or

(B)with respect to the Operating Performance Option, on the February 15 following the attainment of annual performance targets established by the Board for each calendar year beginning with calendar year 2005 and ending with calendar year 2008 (the “Performance Period”), as determined by the Board, a number of  Shares subject to the Operating Performance Option shall vest and become exercisable equal to the number of Shares subject to the Operating Performance Option outstanding immediately prior to the vesting date divided by the number of years remaining, including such calendar year, in the Performance Period.

(iii)Catch-Up.  Notwithstanding the foregoing and subject to the Participant’s continued Employment with the Company and its Affiliates, if the annual performance targets for a calendar year during the Performance Period are not achieved (a “Missed Year”), the Board shall provide that the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable in such Missed Year shall vest and become exercisable on the February 15 following the end of the subsequent calendar year through and including calendar year 2008 that the cumulative annual performance targets for the Missed Year and the subsequent calendar year are achieved.

(iv)Change in Control.  Notwithstanding the foregoing, upon a Change in Control, the Performance Options shall, to the extent not previously cancelled or expired, immediately become one hundred percent (100%) vested and exercisable, if the annually compounded internal rate of return to Blackstone is at least twenty percent (20%) as of such Change in Control (determined based on the Fair Market Value of the Shares on, and all dividends and other proceeds paid upon such Shares through, the date of such Change in Control).

(v)Termination of Performance Options.  If, in connection with a Change in Control or otherwise, Blackstone disposes of all its equity interest in the Company, then the Performance Options (other than the Operating Performance Options if such Change in Control or disposition occurs prior to December 31, 2009) that do not

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become vested and exercisable in connection with such Change in Control or other disposition shall expire and be immediately canceled by the Company without consideration as of the consummation of such Change in Control or other disposition.

(c)Vesting of the Tier I IPO Vested Option and Tier II Vested Option.  Subject to the Participant’s continued Employment with the Company and its Affiliates, the Tier I IPO Vested Option and the Tier II Vested Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to such Options on the Date of Grant at the Time of Grant.

(d)Termination of Employment.

(i)General.  Other than as described in Sections 3(d)(ii) and (iii), if the Participant’s Employment with the Company and its Affiliates terminates for any reason, the Option, to the extent not then vested and exercisable, shall expire and be immediately canceled by the Company without consideration.

(ii)Time Option.  Notwithstanding Section 3(a) and 3(d)(i), (x) in the event that the Participant’s Employment is terminated (A) by the Company without Cause or (B) by the Participant with Good Reason, to the extent not previously cancelled or expired, the Time Option shall immediately become one hundred percent (100%) vested and exercisable or (y) in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, the Time Option shall immediately become vested and exercisable as to the Shares subject to the Time Option that would have otherwise vested and become exercisable in the calendar year in which such termination of Employment occurs.

(iii)Performance Options.

(A)Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events.

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(B)Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, (x) if the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of full calendar years that have lapsed since the Date of Grant and the denominator of which is seven (7).

4.Exercise of Options.

(a)Method of Exercise.

(i)The Vested Portion of an Option shall be immediately exercised; provided, that if the Fair Market Value of a Share is less than the Option Price on the date the Option vests and becomes exercisable, the Vested Portion of the Option shall be cancelled by the Company without consideration.  Payment of the aggregate Option Price shall be made by having Shares that would otherwise have been delivered to the Participant upon exercise of the Option having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased withheld by the Company; provided, that, if such exercise is in connection with acceleration of vesting pursuant to a Distribution Event, then the Fair Market Value of a Share shall include the distribution payable on a Share in connection with such Distribution Event; provided, further, that sixty (60) days following an IPO, the Participant may elect to pay the aggregate Option Price (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by the Committee or generally accepted accounting principles), (C) if there is a public market for the Shares at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and deliver promptly to the Company an amount equal to the aggregate Option Price or (D) by a combination of (A) and (B) above or such other method as approved by the Committee.  The Participant shall have rights to any dividends or other rights of a stockholder with respect to the Shares subject to an Option at such time as the Participant has paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement.  If the aggregate Option Price is paid by the withholding of Shares, only whole Shares shall be issued, with partial Shares being rounded up to the nearest whole integer.

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(ii)Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be required by such laws, rulings or regulations.

(iii)Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares.  However, the Company shall not be liable to the Participant for damages relating to any reasonable delays in issuing the certificates to the Participant or any loss by the Participant of the certificates.

(iv)As a condition to the exercise of any Option evidenced by thisAgreement, the Participant agrees that the Shares issued upon exercise shall be subject to the restrictions set forth on Exhibit A.

5.Adjustments.

(a)General.  In the event of any change in the outstanding Shares after the Effective Date by reason of any Share split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of Shares or other corporate exchange, or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, to the Option.

(b)Distributions.  Notwithstanding the foregoing, upon a Distribution Event, the Option, to the extent outstanding after such Distribution Event, will be adjusted (a “Distribution Event Option Adjustment”), such that the Option Price for the Option will become equal to the Option Price of the Option immediately prior to the Distribution Event divided by the Dividend Adjustment Amount (as defined below) and the number of Shares subject to the Option after the Distribution Event will equal the number of Shares subject to Option immediately prior to the Distribution Event (excluding Shares that vest and become exercisable as a result of the Distribution Event), multiplied by the Dividend Adjustment Amount.  The Dividend Adjustment Amount shall equal (x) one plus (y) the amount of the distribution paid to shareholders of the Company divided by the difference between (A) the value of the Company’s equity immediately prior to the distribution, as determined by the Board less (B) the amount of such distribution.  Only for purposes of adjusting the Option Price pursuant to this Section 5(b), a dividend from the proceeds of an underwriters’ exercise of its over-allotment option in connection with an IPO shall be deemed to be a Distribution Event.

6.No Right to Continued Employment.  Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate.  Further, the Company or its Affiliate may at any time terminate the Participant or discontinue any consulting relationship,

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free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

7.Legend on Certificates.  The certificates representing the Shares purchased by exercise of an Option shall be subject to such stop transfer orders and other restrictions as the Committee may determine is required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable federal or state laws and the Company’s Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

8.Transferability.  Unless otherwise determined by the Committee, an Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.  During the Participant’s lifetime, an Option is exercisable only by the Participant.

9.Withholding.  The Participant may be required to pay to the Company or its Affiliate and the Company or its Affiliate shall have the right and is hereby authorized to withhold from any payment due or transfer made under the Option or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of the Option, its exercise, or any payment or transfer under the Option or under the Plan and to take such action as may be necessary in the option of the Company to satisfy all obligations for the payment of such taxes.  The Participant may elect to pay a portion or all of such withholding taxes by having Shares withheld by the Company with a Fair Market Value equal to the minimum statutory withholding rate from any Shares that would have otherwise been received by the Participant in connection with the exercise of the Option; provided, that, if such withholding is in connection with acceleration of vesting pursuant to a Distribution Event, then the Fair Market Value of a Share shall include the distribution payable on a Share in connection with such Distribution Event; provided, further, that until sixty (60) days following an IPO, Participants are required to satisfy all withholding requirements by the Company withholding Shares otherwise deliverable upon the exercise of the Option.

10.Securities Laws.  Upon the acquisition of any Shares pursuant to the exercise of an Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

11.Notices.  Any notice under this Agreement shall be addressed to the Company in care of its General Counsel, addressed to the principal executive office of the Company and to the Participant at the address last appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may

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hereafter designate in writing to the other.  Any such notice shall be deemed effective upon receipt thereof by the addressee.

12.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

13.Signature in Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

NEW SKIES SATELLITES HOLDINGS LTD.

By:

Its

Participant

Schedule A

The number of Shares subject to each Option is set forth below:

Time Option:

Operating Performance Option:

Exit Performance Option:

Tier I IPO Vested Option:

Tier II Vested Option:

EXHIBIT A

ARTICLE I

DRAG-ALONG RIGHTS

Section 1.1.   Right to Drag-Along.  If Blackstone enters into a definitive agreement for a Transfer of Securities to any Person (other than (i) a Transfer to an Affiliate of Blackstone, (ii) a Transfer pursuant to the Registration Rights Agreement or (iii) a Transfer not exceeding 5% of the issued and outstanding Securities) (the “Drag-Along Sale”), then Blackstone may, within 15 days following the execution of such agreement send written notice (the “Drag-Along Notice”) to each Participant notifying them that they will be required to Transfer the number of Securities held by such Participant multiplied by a fraction (the “Drag-Along Fraction”) the numerator of which is the aggregate number of Securities proposed to be sold by Blackstone as reflected in the Drag-Along Notice and the denominator of which is the total number of Securities which are held by Blackstone (the “Dragged Securities”).  Such Drag-Along Notice shall set forth the name of the proposed transferee, the proposed amount and form of consideration and the other terms and conditions of the offer, including a copy of the definitive agreement relating to the Drag-Along Sale.  Upon receipt of a Drag-Along Notice, each Participant shall be required to Transfer its Dragged Securities to such proposed transferee at the same price and on the same terms as those governing the Drag-Along Sale, including making the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make (except that, in the case of representations and warranties pertaining specifically to Blackstone, the Participants shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by each Participant severally and not jointly and that the liability of each Participant thereunder shall be borne by each of them on a pro rata basis based on the number of Securities which are Transferred.  Each Participant shall be responsible for its proportionate share of the costs and expenses incurred in connection with such Transfer to the extent not paid or reimbursed by the Company or the purchaser.

Section 1.2.  Termination. This Article I shall terminate and have no further force or effect immediately upon Blackstone ceasing to own at least 25% of the issued and outstanding Securities.

ARTICLE II

CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS

Section 2.1.   Confidentiality.

(a)No Participant shall at any time (whether during or after the period such Participant is an employee of the Company) (i) retain or use for the benefit, purposes or account of the Participant or any other Person; or (ii) disclose, divulge, reveal,

communicate, share, transfer or provide access to any Person outside the Company and its subsidiaries (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approval) concerning the past, current or future business, activities and operations of the Company, its subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis, including, without limitation, the terms of this Agreement or the Registration Rights Agreement (“Confidential Information”) without the prior authorization of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude any Participant from using any Confidential Information in any manner reasonably connected to its investment in the Company or the conduct of its business.

(b)Confidential Information shall not include any information that is (i) generally known to the industry or the public other than as a result of the Participant’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to the Participant by a third party without breach of any confidentiality obligation; or (iii) required by applicable law to be disclosed; provided that in connection with sub-clause (iii), the Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(c)Except as required by applicable law or except in connection with any proposed Transfer in accordance with this Agreement, the Participant will not disclose to anyone, other than the Participant’s legal or financial advisors, the existence or contents of this Agreement.

(d)Upon termination of any Participant’s employment with the Company or its subsidiaries for any reason, such Participant shall (i) cease and not thereafter commence use of any Confidential Information or intellectual property (including any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or Affiliates; (ii) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in such Participant’s possession or control (including any of the foregoing stored or located in such Participant’s office, home, laptop or other computer, whether or not such computer is Company property) that contain Confidential Information or otherwise relate to the business of the Company, its Affiliates and subsidiaries, except that such Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (iii) notify and fully cooperate with the Company regarding the delivery

or destruction of any other Confidential Information of which such Participant is or becomes aware.

Section 2.2.   Intellectual Property.  Each Participant who has participated or will participate in the creation or development of any intellectual property in the course of such individual’s employment with the Company or its subsidiaries hereby (i) disclaims and agrees to disclaim any rights with respect to such intellectual property, (ii) agrees that the Company or a subsidiary of the Company, as the case may be, is or will be deemed to be the sole original owner/author of all such intellectual property and, (iii) if requested by the Company or a subsidiary of the Company, will execute an assignment or an agreement to assign solely in favor of the Company or such subsidiary or such predecessor in interest, as applicable, all right, title and interest in all such intellectual property.

ARTICLE III

RESTRICTIONS ON SALES

Section 3.1Lock-up. If requested by the sole underwriter or lead managing underwriter(s) in an underwritten offering of Securities (or equity or equity-linked securities), the Participant shall not Transfer any Securities (or equity or equity-linked securities) of the Company held by the Participant during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of any offering, or in the case of a shelf registration pursuant to Rule 415 of the U.S. Securities Act of 1933, as amended (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole underwriter or lead managing underwriter(s) may request, provided that the obligations described in this Section 3.1 shall not apply to a registration relating solely to the sale of securities to Participants of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 of the U.S. Securities Act of 1933, as amended (or any similar rule then in force) or similar transaction.  The Company may impose stop-transfer instructions with respect to the Securities (or equity or equity-linked securities) subject to the foregoing restriction until the end of the applicable period pursuant to the first sentence of this Section 3.1.

ARTICLE IV

MISCELLANEOUS

Section 4.1Defined Terms; Intepretation.  (a) As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below:

“Affiliate” shall have the meaning ascribed thereto in Rule 12b-2 promulgated under the U.S. Securities Exchange Act of 1934, as amended, as in effect on the date hereof.

 “Blackstone” shall mean, collectively, Blackstone NSS Communications Partners (Cayman) L.P., Blackstone Family Communications Partnership (Cayman ) L.P., Blackstone Capital Partners (Cayman) IV L.P., Blackstone Capital Partners (Cayman) IV-A L.P. and Blackstone Family Investment Partnership (Cayman) IV-A L.P. and each of their Affiliates (other than the Company).

“Company” shall mean New Skies Satellites Holdings Ltd., a limited liability company incorporated under the laws of Bermuda.

 “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

 “Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the date hereof, by and among the Company, Blackstone and certain other parties, as it may be amended, supplemented or restated from time to time.

 “Securities” or “Shares” shall mean the ordinary shares or common shares of the Company.

 “Transfer” (including its correlative meanings, “Transferor” and “Transferee”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to such security.  When used as a noun, “Transfer” shall have such correlative meaning as the context may require.

(b)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.