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Exhibit 1.1
 
  BY-LAWS
 Société Anonyme à Directoire et Conseil de Surveillance
 
   
 The By-Laws in English are a translation of the French Statuts for information purposes. This
translation is qualified in its entirety by reference to the Statuts




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Part I
 LEGAL FORM  PURPOSE  REGISTERED OFFICE
 Article 1  LEGAL FORM  CORPORATE NAME  LEGISLATION  TERM
 Société Anonyme à Directoire et Conseil de Surveillance
  Article 2   PURPOSE
      Article 3   REGISTERED OFFICE
   2




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Part II
 SHARE CAPITAL  SHARES
 Article 4  SHARE CAPITAL
   Article 5  SHARES
       Article 6  RIGHTS AND OBLIGATIONS ATTACHED TO SHARES
  3




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Part III
 SUPERVISORY BOARD
 Article 7  COMPOSITION OF THE SUPERVISORY BOARD
       4




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Article 8  MEMBER OF THE SUPERVISORY BOARD APPOINTED BY THE EMPLOYEES
      
    
    Candidates for this office shall be nominated by the mutual funds
Oversight Committee and shall be selected from among its members
at the request of the Chairman of the Management Board.
    
    The decision of the Oversight Committee shall be recorded in
minutes stating the list of candidates and the number of votes
cast in favor of each candidate, as well as the number of
candidates validly designated by the Oversight Committee, whose
number shall be at least equal to twice the number of Members of
the Supervisory Board to be appointed.
    
    The aforementioned minutes and list of candidates shall be
attached to the notice convening the Shareholders Meeting.
  5




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Article 9  MISSION OF THE SUPERVISORY BOARD
    Article 10  ORGANIZATION OF THE SUPERVISORY BOARD
         6




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Article 11  REMUNERATION OF MEMBERS OF THE SUPERVISORY BOARD
     Part IV
 MANAGEMENT BOARD
 Article 12  COMPOSITION OF THE MANAGEMENT BOARD
        7




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Article 13  POWERS AND OBLIGATIONS OF THE MANAGEMENT BOARD
         
    
    any transactions that could substantially affect the Groups scope of activity,
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
    
    the admission of the Companys securities to trading on a regulated market,
    
    any investment commitments or acquisitions of assets exceeding the amounts set by the
Supervisory Board,
    
    the issuance of marketable securities of any kind as authorized by the Extraordinary
Shareholders Meeting in accordance with Articles L.225-129-2 et sequiturof the French
Code de Commerce.
    
    the issuance of bond loans as provided for in Article L.228-40 of the French Code de
Commerce, or credit facilities, for a term or for a sum exceeding those laid down by the
Supervisory Board.
    
    the issuance of stock options, or the grant of restricted stock or any similar product,
to employees or certain categories of employees,
    
    the signature of any agreements and transactions, arbitrations, and the acceptance of
any settlements exceeding the sums set by the Supervisory Board,
    
    the signature of any draft agreements relating to a merger, a spin-off or a partial
transfer of assets exceeding the thresholds set by the Supervisory Board.
  Article 14  ORGANIZATION OF THE MANAGEMENT BOARD
       9




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Part V
 AUDITING OF THE COMPANY
 Article 15  STATUTORY AUDITORS
  Part VI
 SHAREHOLDERS MEETINGS
 Article 16  SHAREHOLDERS MEETINGS
     
    
    holders of registered shares must be included in the register kept by the Company,
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
    
    holders of bearer shares must file a certificate, at the place specified in the notice of
meeting, attesting to the non-transferability of shares held in their name until the date of
the Shareholders Meeting, issued by an authorized financial intermediary;
        Article 17  VOTING RIGHTS
     11




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Part VII
 FINANCIAL STATEMENTS  ALLOCATION AND DISTRIBUTION OF NET INCOME
 Article 18
 ANNUAL ACCOUNTS
   Article 19  ALLOCATION AND DISTRIBUTION OF NET INCOME
           12




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Part VIII
 Extension  Dissolution  Disputes
 Article 20  EXTENSION  DISSOLUTION  LIQUIDATION
    Article 21  DISPUTES
  13