**[UNOFFICIAL ENGLISH LANGUAGE TRANSLATION]**

**RHODIA**

**A limited liability company (Société    Anonyme)    with registered capital of €179,309,188    Registered office: 26 Quai Alphonse Le Gallo    92100 BOULOGNE-BILLANCOURT****352 170 161 RCS NANTERRE**

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**ARTICLES OF INCORPORATION**

**AND**

**BY-LAWS**

**(As of the Combined General Shareholders’    Meeting of May 21, 2002)**

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**Article 1 - Form of the Corporation**

The Company, with limited liability, is governed by the    provisions of current laws and regulations, in particular, by the provisions    of tome II of the Commercial Code, by the provisions of future laws and regulations    and by these by-laws.

**Article 2 - Name of the Corporation**

The corporate name is:

RHODIA

**Article 3 - Corporate Purpose**

The purpose of the Company, in France as well as abroad,    is, either directly or indirectly:
    - to perform transactions in the fields of chemistry,      fibers and polymers.  
    - to research, develop, manufacture, transform, market      and supply products and goods, and to license, acquire, and transfer all      industrial and commercial property rights;  
    - to make investments in any form whatsoever, in particular      through the formation of new corporations, contribution, subscription, purchase      of stock or interests in any businesses, groups or corporations relating      directly or indirectly to the corporate purpose and, if appropriate, for      any other purpose.  
    - to issue any guarantees, first demand guarantees, surety      bonds and other security interests in compliance with the provisions of      current laws and regulations, in particular to any company or entity of      the Group, in connection with their activities, as well as the financing      or re-financing of their activities. The contracting of any loan and, in      general, the use of any method of financing, in particular, by the issue      or, where applicable, by the subscription of financial instruments, with      a view to facilitating the financing or re-financing of the Company’s      operations.  
    - as well as, in general, all financial, commercial,      industrial, civil, real property, personal property transactions or services      that may be directly or indirectly related to one of the specified purposes      or to any similar or related purpose or which is liable to further the development      of the Company’s assets.  

**Article 4 - Registered office**

The registered office of the Company is at: Boulogne-Billancourt    (Department of Hauts de Seine) - 26 Quai Alphonse Le Gallo.

**Article 5 - Duration**

Except in the event of earlier dissolution or extension    decided at an extraordinary general shareholders’ meeting, the duration    of the Company is ninety nine years from the date of its registration with    the Registry of Commerce and Companies.

**Article 6 - Registered capital**

The registered capital of the Company is 179,309,188    (one hundred seventy nine million, three hundred nine thousand one hundred    eighty eight). It is divided into 179,309,188 (one hundred seventy nine million,    three hundred nine thousand one hundred eighty eight) fully paid shares with    a nominal value of €1 each, all of a single class.

**Article 7 - Share form, obligations to declare the    exceeding of thresholds set in the by-laws, establishment of thresholds for    registered shares, identification of holders of bearer shares**

Shares must be registered until fully paid up. Fully    paid-up shares may be held in registered or in bearer form, at the shareholder’s    choice.

In addition to the legal obligation to declare to the    Company the holding of certain fractions of the capital or voting rights and    to make all declaration of intent as a consequence, in accordance with the    law, any individual or legal entity that acquires:
| 1. | a number of shares and/or voting rights        in excess or equal to 0.5% of the total number of the company’s current        shares and/or voting rights must, within fifteen days of exceeding said        limit, inform the Company of the total number of current and potential        shares and voting rights that he/she/it owns, by registered letter with        acknowledgement of receipt. Said declaration must be repeated under the        same conditions whenever a new limit of 0.5% is exceeded, up to and including        50%. |
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| 2. | a number of shares and/or voting rights        in excess or equal to 0.5%, after dilution, that is based on the assumption        that all of the securities liable to grant access to the capital or voting        rights newly issued are actually exercised, of                                                                                                                                                                                                                                                                                      |

the total number of shares and/or voting rights must    make the declarations in the same way and under the same conditions as provided    for in 1 above.
| 3.           | a number of securities granting access        immediately or subsequently to the capital or voting rights in excess        or equal to 0.5% of the total number of said securities expressed per        class of securities, must make the declarations in the same way and under        the same conditions as provided for in 1 above. |
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For the purposes of the declarations referred to in 1,    2 and 3 above, the Company publishes in the BALO(**1)**and forwards to Euronext (i) the total number    of current and potential shares (ii) the total number of current and potential    voting rights (iii) the number of securities, per class, granting access immediately    or subsequently to capital or voting rights. For the purposes of determining    each of the limits provided for in 2.1, 2.2 and 2.3 above, the shares and/or    voting rights and/or securities granting access immediately or subsequently    to capital or those classed as such within the meaning of article L 233-9    of the Commercial Code are grouped together for each shareholder.

In each notification referred to above, the declaring    shareholder must certify that the notification includes all shares held or    owned as defined in the preceding paragraph and must also indicate the acquisition    date(s).

Investment fund management companies are required to    provide such notification for the voting rights attached to all the Company    shares held by the funds that they manage.

In the event of a breach of the provisions of 1, 2 and    3 above, the concerned party, under the conditions and within the limits defined    by the law, shall be deprived of the voting right attached to those securities    that exceed the limits requiring declaration, at the request of one or more    shareholders holding 0.5% of the Company’s capital, such request being    recorded in the minutes of the General Meeting of Shareholders. This loss    of voting right with respect to the shares granting access immediately or    subsequently to capital shall only be effective as from ownership of said    capital. Any shareholder and/or holder of securities granting access immediately    or subsequently to capital whose holding falls below the limits set in 1,    2 and 3 above is also bound to inform the Company thereof within the same    fifteen-day period and in the same way.

Shares are represented by book entries in the holder’s    name in the books of the issuing Company or of an accredited financial intermediary.

The Company is entitled, at any time and at its own expense,    in accordance with current law and regulations, to ask the securities clearing    house to supply the name and year of birth or, if the holder is a legal entity,    the corporate name and year of incorporation, the nationality and address    of holders of securities that immediately or subsequently grant the right    to vote at its meetings, and possibly for holders of other financial instruments    that it issues as well as to supply the quantity of securities held by each    of them and, where applicable, the restrictions affecting such securities.

Failure by the holders of securities or the intermediaries    to fulfill their obligation to disclose the information referred to above    may, in accordance with the terms provided for by law, result in the suspension    or even the loss of the rights to vote and to receive payment of the dividend    attached to the shares.

**Article 8 - Transfer of shares**

Shares may be freely transferred pursuant to the legal    provisions and regulations in force.

**Article 9 - Rights and obligations attached to each    share**

Each share entitles the holder thereof to a proportionate    ownership right in the assets of the Company and in the proceeds after liquidation    equal to the pro rata portion of the registered capital represented by such    share. All securities which represent or will represent part of the registered    capital will be included as registered capital for tax purposes. Thus, all    duties and taxes which, for whatever reason, may become payable by certain    holders upon distribution of capital, either during the existence of the Company    or at liquidation, will be allocated among all securities representing capital    at the time of such distribution or distributions, with the result that, after    taking into account the unredeemed nominal value of the securities to the    extent of their respective rights, all present or future securities will confer    upon the holders thereof the same effective benefits and the right to receive    the same net amounts.

Whenever it is necessary to possess a certain number    of shares in order to exercise a right, it shall be up to holders that do    not possess such number to group together and, if necessary, to purchase or    sell the requisite number of shares or rights.

(1) Bulletin des Annonces Légales Obligatoires    (Official Journal of Mandatory Legal Announcements).

**Article 10 - Shares issued for cash**The amounts to be paid for shares issued in the context    of a capital increase for cash must be paid in accordance with the terms and    conditions declared by the Board of Directors.Notice of calls for payment shall be given to shareholders    by registered mail at least 15 days before the date fixed for each payment.Any delay in the payment of amounts due on the unpaid amount    of shares will automatically, and without further formalities whatsoever,    result in payment of interest at the rate of 6% per annum, compounded daily,    accruing from the date such payment was due, without prejudice to actions    that the Company may bring against the defaulting holder, or any sanctions    or specific performance remedies available by law.**Article 11 - Board of Directors**1) General informationThe Company is managed by a Board of Directors comprised    of at least three members and of eighteen members at most, subject to the    dispensation provided for by law in the event of a merger. A legal entity may be appointed Director. Upon appointment    or cooption, the legal entity must name a permanent representative who will    be subject to the same conditions, obligations and civil and criminal liabilities    as if he were Director in his own name, without prejudice to the joint and    several liability of the legal entity he represents. If as a result of death    or resignation, one or more seats for Directors should be vacant, the Board    of Directors may make provisional appointments which are subject to ratification    at the next ordinary general shareholders’ meeting. Directors are appointed    for a term of six years. Directors may be re-appointed.Each Director must hold at least one hundred shares during    his term of office.If, on appointment, a Director does not hold one hundred    shares, or if he ceases to hold at least one hundred shares during his term    of office, he shall automatically be deemed to have resigned if he does not    remedy the situation within three months.2) Director representing the shareholding employees2.1 When the legal conditions are met, the ordinary shareholders’    meeting appoints a director representing the shareholding employees, in accordance    with the terms and conditions defined by the current regulations as well as    by these by-laws.2.2 The term of his office is 6 years. In the event he    is no longer an employee of Rhodia or of a company or economic interest group    affiliated with it within the meaning of Section L 225-180 of the French Commercial    Code or member of a mutual investment fund, his term of office shall automatically    expire and he shall be deemed to have resigned from his position as director    representing the shareholding employees.2.3 Applicants for appointment are appointed in accordance    with the following conditions: a) When the voting right attached to the employees’    shares is exercised by the members of the supervisory board of a mutual investment    fund, the applicants are appointed by said board. b) When the employees directly    exercise the voting right attached to their shares, the applicants are appointed    by vote, as provided for in Section L 225-106 of the French Commercial Code    either by the shareholding employees especially gathered together for said    purpose or as part of a written vote.Only the applicants presented by a group of shareholders    representing at least 5% of the shares held directly by employees are admissible.2.4 For the application of paragraph 2-3 a) and prior to    the meeting of the Annual General Meeting, the Chairman of the Board of Directors    shall consult the supervisory boards of mutual investment funds in view of    the appointment of one or more applicants.For the application of paragraph 2-3 b), and prior to the    meeting of the Annual General Meeting, the Chairman shall consult the supervisory    boards of mutual investment funds who hold meetings or organize the written    vote of shareholding employees who directly exercise their voting rights in    view of the appointment of their applicant(s).2.5 The terms and conditions applicable to the appointment    of applicants which are not defined by current laws and regulations or by    these by-laws, particularly concerning the timetable for the appointment of    applicants are drawn up by the Chairman of the Board of Directors.The same shall apply for the terms and conditions applicable    to the appointment of proxies representing the shareholding employees at the    Annual General Meeting.2.6 Reports shall be drawn up on the procedures referred    to in paragraph (2-3 a) and b) which shall specify the number of votes obtained    by each of the applicants. A list of all validly appointed applicants shall    be drawn up.Said list must include at least two applicants.The reports and the list of applicants will be attached    to the notice to attend the Annual General Meeting called to appoint the director    representing the shareholding employees.

2.7 The ordinary shareholders’ meeting appoints    the director representing the shareholding employees in accordance with the    conditions applicable to any appointment of a director. In the event of a    tie in voting, the oldest applicant shall be deemed to have been appointed.Said director is not be taken into account to determine    the minimum and maximum number of directors provided for pursuant to Section    L 225-17 of the French Commercial Code.2.8 In the event of vacancy of the post of director representing    the shareholding employees for any reason whatsoever, his substitute shall    be appointed in accordance with the conditions provided for above. The ordinary    shareholders’ meeting shall appoint said director for a further 6-year    period.The Board of Directors may meet and validly deliberate    until the date of his appointment.2.9 In the event that during the term of office, the report    that the Board of Directors submits each year to the Annual General Meeting    pursuant to article L 225-102 of the Commercial Code establishes that the    shares held in the scope of said article represents a percentage less than    3% of the Company’s capital, the term of office of the director representing    the shareholding employees expires at the close of the ordinary shareholders’    meeting at which the report by the Board of Directors recording this situation    is submitted and this point 2) shall then automatically lapse. In this same    event, in the event of vacancy of said post of director, whatever the reason    may be, between the year end and the date of said Meeting, the Board may meet    and validly deliberate. 2.10 The provisions of the last paragraph of 1) above do    not apply to said director.Nevertheless, he must own one share via a mutual investment    fund or an equivalent number of shares of said fund. If, on the date of his    appointment, he does not own or if, during his term of office, he ceases to    own a share or an equivalent number of shares of a mutual investment fund,    he shall be deemed to have automatically resigned, notwithstanding the fact    that he continues to be an employee.**Article 12 - Organization and operation of the Board    of Directors**The Chairman of the Board of Directors is appointed in    accordance with the terms and conditions set forth in the statutory and regulatory    provisions in effect.The Board of Directors meets at the registered office of    the Company or at any other location as often as corporate matters require.Meetings of the Board of Directors are presided over by    the Chairman, or in his absence, by a Director specially appointed by him,    or failing that, by a Director nominated by the other members present at the    Board meeting. The Chairman of the meeting is assisted by a secretary who    may be chosen by the Board of Directors from among persons other than Directors    and shareholders.**Article 13 - Resolutions of the Board of Directors**Meetings of the Board of Directors are convened by the    Chairman, and shall address all matters set forth in the agenda of the meeting    by the Chairman or by a simple majority of the Board of Directors.However, at least one third of the Board members may request    the Chairman to call the Board meeting for a specific agenda if the Board    has not met for more than two months.Where applicable, the Chief Executive Officer may also    request the Chairman to call the Board meeting for a specific agenda.The Chairman must comply with the requests referred to    in paragraphs 2 and 3 of this article and call the Board meeting. Meetings    may be convened in any manner, including orally.The Board of Directors may not validly deliberate unless    at least half of its members are present. Decisions are taken upon a majority    vote of the members present or represented.In case of deadlock, the Chairman’s vote will be decisive.A director may grant another director a power of attorney    in writing to represent him at a Board meeting. Each Director receives only    one proxy card per meeting and consequently is only entitled to one vote for    himself and one for the Director being represented.Directors attending the Board meeting by means of videoconferencing    are deemed present for calculation of the quorum and majority. The nature    and terms of application of videoconferencing are defined by the current regulations    and subject to the provisions of said regulations.The Directors, and any person called to attend meetings    of the Board of Directors, are obliged to maintain confidentiality with respect    to privileged information indicated as such by the chairman.Minutes of meetings will be prepared and copies or excerpts    of the proceedings will be certified in accordance with law.

**Article 14 - Powers of the Board of Directors**

1) The Board of Directors    is vested with all the powers conferred upon it pursuant to current law, in    particular:
    - it determines the direction of the Company’s operations      and see to the implementation thereof.  
    - it deals with all issues concerning the smooth running      of the Company and take decisions on business concerning the Company provided      it does not overstep the powers expressly granted to the shareholders’      meetings and the limit of the corporate purpose.  
    - it carries out all audits and verifications that it      deems appropriate. Each director shall receive all the information needed      to carry out his assignment and may obtain communication of all documents      that he considers to be useful.  
    - it may decide to set up committees to review matters      that it or its Chairman submits to them for their opinion. It defines the      composition and the powers of the committees, which carry on their activity      under its supervision.  
    - it may grant one of its members or third parties all      special powers of attorneys for one or more specific purposes, with or without      the right, for the representatives, to grant all delegations in part or      in whole themselves.  

2) The Board of Directors    decides that either the Chairman of the Board of Directors or another natural    person appointed by the Board of Directors and bearing the title of Chief    Executive Officer shall assume the General Management of the Company.3) One or other of the methods    of exercising the General Management of the Company shall be chosen by a majority    of 2/3rds of the votes of directors present or represented.The choice made shall be applicable until the Board of    Directors decides otherwise.Shareholders and third parties shall be informed of said    choice in accordance with current regulations.The methods of exercising the General Management will be    defined for the first time at the first meeting of the Board of Directors    that follows the adoption of the by-laws thus amended.4) In the event the Board    decides that the Chairman of the Board of Directors shall assume the General    Management, the provisions of the law and of these by-laws relating to the    Chief Executive Officer shall apply to the Chairman of the Board of Directors    who, in this case, shall bear the title of Chairman and Chief Executive Officer”    .**Article 15 - Remuneration of Board members**The general shareholders’ meetings may allot an annual    fixed sum in the form of attendance fees that the Board of Directors will    allocate among its members as it deems appropriate.**Article 16 - Chairman of the Board of Directors, Chief    Executive Officer and Acting Chief Executive Officer**1) The Chairman of the Board    of Directors represents the Board. He organizes and conducts its proceedings    and report thereon to the Annual General Meeting. He sees that the Company’s    bodies run properly and ensure, in particular, that the directors are capable    of fulfilling their assignments.In the event that the Chairman is temporarily unable to    carry out his duties or in the event of his death, the Board of Directors    may delegate a director to act as Chairman.In the event of a temporarily inability to carry out duties,    said delegation is granted for a limited term, but such term may be renewed.    In the event of death, said delegation is valid until the new Chairman has    been appointed.Members of the Company’s management as well as any    third party may, at the Chairman’s request, attend the proceedings of    the Board of Directors. They are bound by the same duty to maintain confidentiality    as the directors. The Board of Directors sets the Chairman’s compensation.2) The Chief Executive Officer    is vested with the broadest powers to act in all circumstances in the Company’s    name. He shall exercise his powers within the limit of the corporate purpose,    provided he does not overstep the powers that the law expressly confers upon    shareholders’ meetings and on the Board of Directors.The Chief Executive Officer represents the Company in its    relations with third parties. It represents the Company in legal actions.    The Company is bound even by the acts of the Chief Executive Officer that    fall outside the scope of the corporate purpose, unless it proves that the    third party knew that the act was ultra vires or that it could not have been    unaware thereof given the circumstances. The sole publication of the by-laws    does not establish such evidence. The Board of Directors may limit the powers    of the Chief Executive Officer but said limitation is non-binding on third    parties.The Board of Directors sets the term of office of the Chief    Executive Officer. The Board of Directors sets the Chief Executive Officer’s    compensation.The Board of Directors may remove the Chief Executive Officer    from office at any time. If the removal from office is decided without a valid    reason, it may give rise to damages, except when the Chief Executive Officer    is also the Chairman of the Board of Directors.

3) The Board of Directors    may also, on a motion by the Chief Executive Officer, appoint one or more    natural persons to assist him; said natural person(s) shall bear the title    of Acting Chief Executive Officer.

A maximum number of five Acting Chief Executive Officers    may be appointed.

The Board of Directors, in agreement with the Chief Executive    Officer, defines the scope and term of the powers granted to the Acting Chief    Executive Officers. With regard to third parties, Acting Chief Executive Officers    shall have the same powers as the Chief Executive Officer or the same powers    as the Chairman of the Board of Directors if the latter is also the Chief    Executive Officer.

The Board of Directors sets the compensation of the Acting    Chief Executive Officers.

The Board of Directors, on a motion by the Chief Executive    Officer, may remove the Acting Chief Executive Officers from office at any    time. If the removal from office is decided without a valid reason, it may    give rise to damages.

In the event the office of Chief Executive Officer falls    vacant, the duties and powers of the Acting Chief Executive Officer shall    continue until a new Chief Executive Officer has been appointed unless the    Board of Directors decides otherwise.

**Article 17 - Statutory Auditors**

Audits of the Company are carried out, in accordance    with law, by at least two Statutory Auditors and two Deputy Auditors.

**Article 18 - Shareholders’ Meetings**
| 1.           | Ordinary or Extraordinary shareholders’        meetings are called and deliberate in accordance with the law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| 2.           | Meetings are held at the registered        office or any other place specified in the notice to attend the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.           | To attend meetings in person or to be        represented by a proxy or by mail, holders of registered shares must have        their shares registered in their account in the Company’s registers        at least two days prior to the date of the Meeting. To attend meetings        in person or to be represented by a proxy or by mail, holders of bearer        shares must file, at the place specified in the notice to attend the meeting        at least two days prior to the date of the Meeting, a certificate drawn        up by the intermediary holding their account certifying that securities        are locked-up until the date of the meeting. The Board of Directors may        decide to shorten said time limits.A shareholder who does not have his domicile in France,        within the meaning of Section 102 of the French Civil Code, may be represented        at ordinary or extraordinary meetings by an intermediary registered in        accordance with the conditions provided for by current law and regulations.        Said shareholder shall then be deemed to be present at said meeting for        the calculation of the quorum and majority.Subject to and in accordance with the conditions defined        by the current regulations and the terms and conditions defined beforehand        by the Board of Directors, the shareholders may participate and vote at        all ordinary or extraordinary meetings by videoconference or by electronic        telecommunications or remote transmission that allows them to be identified.        The shareholders shall then be deemed to be present at said meetings for        the calculation of the quorum and majority. |
| 4.           | The shareholders, in accordance with        the conditions defined by current regulations, may send their proxy vote        form or mail vote form for all ordinary or extraordinary meetings, either        on paper, or by remote transmission by decision of the Board of Directors        published in the notice of the meeting and the notice to attend the meeting.To be accepted, all mail vote or proxy vote forms must        have actually been received at the Company’s registered office or        at the place specified in the notice to attend the meeting no later than        two days prior to the date of the Annual General Meeting.Instructions given by electronic means that contain        a power of attorney or a proxy may be received by the Company in accordance        with the conditions and within the time limits defined by the current        regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.           | The Meeting’s proceedings may be        transmitted live by videoconference and/or by remote transmission. Where        applicable, reference shall be made thereto in the notice of meeting and        in the notice to attend the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 6.           | All shareholders, who have voted by        mail or have given a power of attorney, by submitting a lock-up certificate        issued by the share custodian, may nevertheless sell all or part of the        shares in respect of which he sent his vote or proxy, provided that he        notifies the issuing company and provides information that may be used        to cancel his vote or his proxy or to modify the number of corresponding        shares and votes no later than the day before the Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 7.           | The Chairman of the Board of Directors        or, in his absence, a director especially delegated for said purpose by        the Chairman presides over the Meetings. Failing that, the Meeting shall        appoint its own Chairman.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 8.           | The duties of tellers are fulfilled        by the two members of the Meeting with the highest number of votes and        who accept said duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 9.           | The officers of the Meeting appoint        the secretary, who may be chosen among non-shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

| 10. | An attendance sheet, drawn up in accordance        with the law, is kept at each meeting of the Annual General Meeting. Said        attendance sheet, duly signed by the shareholders and proxies, shall be        certified true by the officers of the Meeting. |
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| 11. | Each member of the Meeting has as many        votes as he owns or represents shares, save for limitations imposed by        law.                                                                                                                                  |
| 12. | At the request of one or several members        of the Meeting representing by themselves or as proxies at least one tenth        of the capital present or represented at the Meeting, a secret ballot        shall be held.                                     |
| 13. | Minutes of the Meetings are drawn up        and copies thereof are certified in accordance with the law.                                                                                                                                                          |
| 14. | The right to vote attached to the share        belongs to the beneficial owner at ordinary shareholders’ meetings,        at extraordinary shareholders’ meetings and at extraordinary meetings”.                                                  |

**Article 19 - Corporate accounts**

1) Corporate financial    statements

Each corporate fiscal year lasts twelve months and commences    on January 1 and closes on December 31. The net earnings during the fiscal    year minus general costs and other expenses of the Corporation, including    all depreciation and provisions, shall constitute net profits.

Net profits, minus losses from previous years (if any),    are subject to a charge of at least one-twentieth of such net amount, which    shall be used to create a reserve called the “legal reserve”. This    charge shall cease to be obligatory when the amount of the reserve becomes    equal to one-tenth of the registered capital.

Distributable income equals the net profits of the fiscal    year, minus losses from previous years and the charge from the legal reserve,    plus profits carried forward from previous years.

In addition, the shareholders may, upon recommendation    of the Board of Directors, decide at a general shareholders’ meeting    to distribute amounts held in the reserve funds that are available for their    use, in such case, the decision of the shareholders must specifically indicate    the reserves from which the funds are to be taken. After approval of the accounts    and verification of the existence of distributable amounts, the ordinary general    shareholders’ meeting shall decide upon the distribution of such amounts    and, upon recommendation of the Board of Directors, shall distribute out of    this amount to all holders of shares pro rata to their percentage interest    in the registered capital.

If a balance remains, the shareholders shall decide at    an ordinary general shareholder’s meeting which amounts will be carried    forward to the next fiscal year or placed in one or more reserve funds that    it administers.

The ordinary general shareholders’ meeting called    to approve the accounts for the fiscal year may grant each shareholder the    right to elect to receive all or part of the final or interim dividends in    cash or in shares. In the event that financial statements established at the    end of a fiscal year or at any date during the fiscal year, certified by the    Statutory Auditors, set forth that the Company, since the close of the preceding    fiscal year, after provision for depreciation and necessary reserves, deductions    for prior losses, if necessary, and sums carried forward as reserves in application    of the law or the by-laws and taking into account carried forward profits,    has made a profit, it may distribute interim dividends before the approval    of the year-end accounts.

The amount of these interim dividends shall not exceed    the amount of the profit thus defined.

“The extraordinary shareholders’ meeting may    decide to reduce the share capital for reasons other than for losses, by reducing    the par value of the share. The amount of the reduction of the share capital,    i.e. the difference between the former and new par value multiplied by the    number of outstanding shares, shall be recorded in an issue premium account,    the amount of which shall not be distributable. Nevertheless, it may be subsequently    capitalized or used to write off corporate losses”.

**Article 20 - Dissolution and liquidation**

Upon the dissolution of the Company, one or more liquidators shall be appointed at a general shareholders’ meeting, in accordance with the quorum and majority requirements provided by law for ordinary general shareholders’ meetings. This appointment shall terminate the functions of the Directors and the Statutory Auditors.

The liquidator shall represent the Company. He shall be vested with the broadest powers to liquidate the Company’s assets, including outside the context of judicial proceedings by amicable arrangement. The liquidator shall be empowered to pay creditors and to distribute the remaining balance.

The shareholders may authorize the liquidator at a general shareholders’ meeting to continue the pending business of the Company or to engage in new business for purposes of the liquidation.

Net assets remaining after reimbursement of shares at their nominal value shall be distributed among shareholders pro rata in relation to their interest in the registered capital.

**Article 21 - Disputes**

All disputes which may arise during the existence of the Company or its liquidation, whether between the shareholders and the Company or between shareholders themselves, in connection with or by reason of corporate acts, shall be submitted to the jurisdiction of the courts having jurisdiction over the location of the principal office.

To this end, in the event of disputes, all shareholders shall elect domicile within the jurisdiction of the above mentioned court, and all summonses and notices will be sent to such domicile. Failing such election of domicile, summonses and notices shall be validly delivered if delivered to the Office of the Public Prosecutor of the Republic connected with the trial court with jurisdiction over the registered office.