Exhibit 1.1  GV/AG/41936-00168   ARTICLES OF ASSOCIATION of Buhrmann N.V., with its official seat in Maastricht.  6 May 2004.   Office
translation of the complete text of the Articles of Association of Buhrmann
N.V., with its official seat in Maastricht, as they read after the deed of
amendment executed on 6 May 2004 before G.W.Ch. Visser, civil law notary in
Amsterdam,in respect of which a ministerial statement of no objections was granted
on 6 May 2004, under number NV 2293.  In preparing the attached document, an attempt has
been made to translate as literally as possible without jeopardizing the
overall continuity of the text. Inevitably, however, differences may occur in
translation, and if they do, the Dutch text will govern by law.  In
the attached document, Dutch legal concepts are expressed in English terms and
not in their original Dutch terms; the concepts concerned may not be identical
to concepts described by the English terms as such terms may be understood
underthe laws of other jurisdictions.  
   CHAPTER I. Definitions.  Article 1.  In these articles of association the following
expressions shall have the following meanings:  a.the
general meeting: the body of the company formed by shareholders and other
persons entitled to vote;  b.the general meeting
of shareholders: the meeting of shareholders and other persons entitled to
attend the general meetings;  c.depository receipts:
depository receipts of shares in the company. Unless the contrary is evident,
depository receipts not issued with the cooperation of the company are included
therein;  d.holders of depository
receipts: holders of depository receipts of preference shares A issued with the
cooperation of the company. Unless the contrary is evident, those persons who,
as a result of a life interest or pledge created in shares, have the rights
granted by the law to holders of depository receipts of shares issued with the
cooperation of a company are included therein;  e.trust office: the
trust office which has been designated by the Executive Board with the approval
of the Supervisory Board for the purpose of issuing depository receipts of
preference shares A in the company;  f.the distributable
part of the capital and reserves: that part of the companys capital and
reserves which exceeds the aggregate of the part of the capital which has been
paid-up and called and the reserves which must be maintained by virtue of the
law;  g.accountant: a
registeraccountant or other accountant referred to in article 393, Book
2 of the Civil Code, as well as an organisation within which such accountants
practice;  h.the annual meeting:
the general meeting of shareholders held for the purpose of discussion and
adoption of the annual accounts;  i.subsidiary:  a legal entity in
which the company or one or more of its subsidiaries, whether or not by virtue
of agreement with other persons who can cast votes, can exercise alone or
together more than half of the voting rights in the general meeting of members
or shareholders of that legal entity;  a legal entity in
respect of which the company or one or more of its subsidiaries is a member or
shareholder and, whether or not by virtue of agreement with other persons who
can cast votes, alone or together, can appoint or dismiss more than half the
management or members of the Supervisory Board, also in the event all the
persons who can cast votes, vote.  1 
    A company trading under its own name shall be
regarded as a subsidiary, where the company or one or more subsidiaries as
partner is fully liable to creditors for debts;  all this with due observance of all provisions
of the paragraphs 3 and 4 of article 24a, Book 2 of the Civil Code;  j.group company: a
legal entity or company with which the company is, in the meaning of
article 24b, Book 2 of the Civil Code, joint in a group;  k.dependent company:  a legal entity in
respect of which the company or one or more dependent companies, solely or
jointly and for its or their own account, contribute( s) at least one-half of
the issued capita l;  a partnership, a
(business) undertaking of which is registered in the trade register and for
which the company or a dependent company is fully liable as a partner towards
third parties for all liabilities;  l.Official Price List:
the Official Price List of Euronext Amsterdam N.V. or an official publication
replacing it;  m.Rules relating to
Securities (Fondsenreglement): the Rules relating to Securities of Euronext
Amsterdam N.V.  n.the First C shares
Issuance Resolution: the resolution of the board of management of the company
dated 25 October 1999 pursuant to which preference shares C have been
issued and additional preference shares C will be issued in accordance with the
terms and conditions set forth therein;  o.the First C shares
Issue Date: the first issue date of preference shares C pursuant to the First C
shares Issuance Resolution.  p.Change of Control:  (i)any reorganization,
merger, consolidation or sale of securities issued by the company resulting in
a change in direct and indirect legal or beneficial ownership or the economic
interest of more than 50% of the total voting rights of the outstanding shares
of the company from that existing immediately prior to such reorganization,
merger, consolidation or sale;  (ii)any sale, transfer or
other disposition of all or substantially all of the assets of the company
(other than to any subsidiary or subsidiaries of the company);  (iii)any reorganization,
merger, consolidation or sale of securities of any subsidiary of the company
that directly or indirectly holds the U.S. Office Products business of the
company (a U.S. Office Products Company) that results in the company owning,
directly and indirectly, less than 51% of the voting rights of the outstanding
securities of any U.S. Office Products Company;  (iv)any sale, transfer or
other disposition of assets of any U.S. Office Products Company that results in
the direct and indirect economic or  2 
   beneficial ownership by the company or the
direct or indirect interest being less than the greater of (x) 51% of the total
assets of all U.S. Office Products Companies on the day after the first
issuance of the class C preference shares or (y) 51% of the combined assets of
all U.S. Office Products Companies immediately preceding the date of such sale,
transfer or other disposition; and  (v)the approval by the
general meeting of a complete liquidation or dissolution of the company;  q.Necigef: Nederlands
Centraal Instituut voor Giraal Effectenverkeer B.V.: the Netherlands central securities depository
(centraal instituut) as referred to in the Securities Bank Giro Transfer Act
(Wet giraal effectenverkeer);  r.Necigef-beneficiary:
in respect of ordinary shares, a participant (deelgenoot) in the collective
deposit (verzameldepot) of ordinary shares of a Necigef- participant, all
within the meaning of the Securities Bank Giro Transfer Act;  s.Necigef-participant:
an institution, which is an associated institution (aangesloten instelling)
within the meaning of the Securities Bank Giro Transfer Act;  t.Necigef Global
Certificate: the one single share certificate representing all bearer ordinary
shares in issue from time to time referred to in article 5, paragraph 2,
of these articles of association.  CHAPTER II. Name, seat, objects.  Article 2. Name and seat.  1.The name of the
company is: Buhrmann N.V..  2.The official seat of
the company is in Maastricht.  Article 3. Objects.  The objects of the company are to participate in, to
manage, to finance and to render services to other companies or enterprises, in
particular those companies which operate in the field of the distribution of
graphic and office systems, graphic paper and office products, for its own
account or for the account of third parties, the manufacturing, processing of
and trading of all kinds of paper, cardboard, packing materials, packing and
related materials and, in general, to conduct all activities which, in the
widest sense, are connected with or conducive to the attainment of the objects
set out hereinabove.  CHAPTER III. Capital and shares. Registers.  Article 4. Authorized capital. Types of shares.  1.The authorized
capital amounts to seven hundred and thirty-two million euros (EUR 732,000,000.).  2.It is divided into
shares of one euro and twenty eurocents (EUR 1.20) each, being:  3 
   two hundred and fifty
million (250,000,000) ordinary shares;  fifty-four million
nine hundred forty thousand (54,940,000) preference shares A;  three hundred and
five million (305,000,000) preference shares B; and  sixty thousand
(60,000) preference shares C.  3.The ordinary shares
may, at the choice of the shareholder, be registered shares or bearer shares.
The preference shares A and B shall be registered shares. The preference shares
C may, at the choice of the shareholder but subject to the approval of the
Executive Board, be registered shares or bearer shares, provided that the above
mentioned approval requirement will only apply as long as no listing on the
Euronext Amsterdam Stock Exchange for the preference shares C has been
obtained.  4.Wherever the articles
of association refer to shares or shareholders, all four classes of shares
mentioned in paragraph 2 shall be understood to be referred to as well as the
holders thereof, unless the contrary is evident. Wherever the articles of
association refer to preference shares, all three classes of preference shares
mentioned in paragraph 2 shall be understood to be referred to.  5.The company shall not
lend its co-operation to the issue of depository receipts of its preference
shares B. The company may, duly observing the provision in article 22
paragraph 1, opening lines and sub b., lend its cooperation to the issue of
depository receipts of its ordinary shares and its preference shares A and C.  Article 5. Bearer ordinary shares: Necigef Global
Certificate.  1.On the occasion of
the issuance of ordinary shares any person entitled to receive such share may
submit a written request to the company for a registered ordinary share.
Without such request, the person entitled to such share shall obtain a bearer
ordinary share in conformity with the provisions of this article 5.  2.All bearer ordinary
shares in issue from time to time shall be represented by one single share
certificate (the Necigef Global Certificate).  3.The company shall
have the Necigef Global Certificate kept in safe custody by Necigef for the
benefit of the Necigef-beneficiaries.  4.The company shall
confer a right to a bearer ordinary share on a person by (i) having Necigef
enable the company to add an ordinary share to the Necigef Global Certificate,
and (ii) by the entitled person designating a Necigef-participant that will
accordingly credit him as Necigef-beneficiary in this Necigef-participants
collective deposit of ordinary shares in the company.  5.Without prejudice to
the provisions in article 42, paragraph 4, of these Articles of
Association, Necigef shall be irrevocably charged with the management of the
Necigef Global Certificate and be irrevocably authorised on behalf of the
Necigef-beneficiaries to perform all acts in respect of the shares  4 
   concerned, including acceptance and delivery
and lending cooperation in the crediting and debiting of the Necigef Global
Certificate.  6.No individual bearer
ordinary share shall be handed over.  7.A Necigef-beneficiary
may at any time require the conversion of one or more bearer ordinary shares up
to the maximum number he is entitled to into registered ordinary shares. Such
conversion of one or more ordinary shares is only allowed to the maximum number
for which he is Necigef-participant and shall require (i) the transfer by deed
of the shares concerned by Necigef to the Necigef-beneficiary, (ii) the company
acknowledging the transfer of the shares concerned, (iii) Necigef enabling the
company to have the ordinary shares debited from the Necigef Global
Certificate, (iv) the Necigef- participant concerned debiting the
Necigef-beneficiary accordingly as a participant in its collective deposit of
ordinary shares in the company and (v) the company effecting the entry of the
Necigef-beneficiarys name in the companys register of shareholders as holder
of the registered ordinary shares concerned.  8.A holder of
registered ordinary shares may at any time require the conversion of such
ordinary shares into bearer ordinary shares. Conversion of one or more
registered ordinary shares shall require (i) the transfer of the shares
concerned by the shareholder to Necigef, (ii) the company acknowledging the
transfer of the shares concerned, (iii) Necigef enabling the company to have
the ordinary shares credited to the Necigef Global Certificate, (iv) the
Necigef-participant crediting the shareholder accordingly as
Necigef-beneficiary in its collective deposit of ordinary shares in the
company, and (v) the company effecting the deletion of the shareholders name
as holder of the shares concerned in the companys register of shareholders.  9.For the purpose of
application of the provisions of these Articles of Association, shareholders
shall be understood to include Necigef-beneficiaries.  10.In the event of the
damage, destruction or loss of share certificates, the Board of Management may
issue duplicates. The issue of a duplicate shall render the original document
worthless vis-à-vis the company. The new document shall clearly state that it
is a duplicate.  Article 6.  Has been deleted.  Article 7.  Has been deleted.  Article 8. Certificates of bearer preference
shares C.  The provisions of article 5 equally apply to
preference shares C, the terms ordinary registered shares and ordinary
bearer shares being read as registered preference shares C and bearer
preference shares C, respectively, provided that until listing of the
preference shares C on the Euronext Amsterdam Stock Exchange has been obtained
the Executive Board will determine the form in which  5 
   bearer preference shares C will be issued and provided
further that until such listing has been obtained Article 5 will not apply
to bearer preference shares C and that at the shareholderss request bearer
preference shares C may be converted into registered preference shares C and
vice versa.  Article 9. Registers of shareholders.  1.Of preference shares
A and B no certificates will be issued.  2.The Executive Board
shall keep a register containing the names and addresses of all holders of ordinary
registered shares and of all holders of preference shares A and registered
preference shares C.  3.The Executive Board
shall also keep a separate register containing the names and addresses of all
holders of preference shares B.  4.In each register shall
be recorded the date on which the shares are acquired by the shareholder, the
date of acknowledgement or official service and the amount paid on each share.  5.Every holder of one
or more registered shares and everyone having a life interest or a right of
pledge over one or more such shares shall be obliged to provide the company in
writing with their address.  6.All entries and notes
in a register shall be signed by two members of the Executive Board or by a
person authorized thereto in accordance with the provisions of article 21
paragraph 2.  7.Article 85, Book
2 of the Civil Code also applies to the registers.  8.Extracts from a
register are not marketable.  CHAPTER IV. Issuance of shares.  Article 10. Body competent to issue shares.  1.Shares are issued
pursuant to a resolution adopted by the general meeting.  The provision in the preceding sentence is not
applicable if and insofar as another body of the company has been designated by
the articles of association or by a resolution adopted by the general meeting
for a period of five years maximum. When a designation is made, it must be
determined how many shares may be issued. A designation made by the articles of
association may be withdrawn pursuant to an amendment to the articles of
association. A designation made by a resolution adopted by the general meeting
cannot be withdrawn, unless it was determined otherwise when the designation
was made.  2.A resolution by the
general meeting to issue shares or to designate another body competent to issue
shares may only be adopted on a proposal of the Executive Board that has been
approved by the Supervisory Board. A resolution of the general meeting or any
other corporate body to issue preference shares C, other than the First C
shares Issuance Resolution, is subject to the approval of the meeting of
holders of preference shares C.  6 
   This meeting can only resolve to approve the
issuance with 90% of the votes cast.  3.Issue of preference
shares B pursuant to a decision of a body other than the general meeting, as a
result of which the total amount of preference shares B issued would exceed one
hundred per cent (100%) of the total amount of ordinary shares, preference
shares A and preference shares C issued, shall only be effected after prior
approval by the general meeting to be granted for each specific case.  4.If preference shares
B are issued pursuant to a decision of a body other than the general meeting,
as a result of which the total amount of preference shares B issued would not
exceed one hundred per cent (100%) of the total amount of ordinary shares,
preference shares A and preference shares C issued, a general meeting of
shareholders shall be convened and held within four weeks from the day of
issue, at which the reasons for the issue are explained. If the number of
preference shares A that are or at any time were held by the trust office
equals seventy per cent (70%) or more of the share capital issued in the form
of ordinary shares, preference shares A and preference shares C, issue of
preference shares B by a body other than the general meeting of shareholders
shall only be effected up to an amount of preference shares B not exceeding
fifty per cent (50%) of the joint total amount of ordinary shares, preference
shares A and preference shares C issued.  5.The provisions in
paragraphs 1 up to and including 4 shall be analogously applicable to granting
rights to take up shares, but shall not be applicable to issuing shares to a
person exercising a right to take up shares previously granted.  6.If preference shares
B are issued pursuant to a resolution adopted by a body other than the general
meeting, a general meeting of shareholders shall be convened which shall be
held two years at the latest from the day on which preference shares B were
issued for the first time pursuant to a resolution adopted by a body other than
the general meeting. The agenda for this meeting shall mention a resolution
concerning the acquisition by the company or cancellation of the preference
shares B issued pursuant to a resolution adopted by a body other than the
general meeting. If the resolution to be adopted under this agenda item does
not purport the acquisition by the company or cancellation of the preference shares
B issued pursuant to a resolution adopted by a body other than the general
meeting, a general meeting shall be convened and held each time within two
years from the date of the preceding meeting and the agenda for those meetings
shall include a resolution concerning acquisition by the company or
cancellation of the preference shares B issued pursuant to a resolution adopted
by a body other than the general meeting. This until no more preference shares
B issued pursuant to a resolution adopted by a body other than the general
meeting are held by third parties.  7 
   7.Article 96, Book
2 of the Civil Code also applies to the issue of shares and the granting of
rights to take up shares.  Article 11. Conditions of issuance. Rights of
pre-emption.  1.The price and further
conditions of issue shall be determined at the same time as the resolution to
issue shares. The issue price may be no lower than par, without prejudice to
the provisions of article 80 paragraph 2, Book 2 of the Civil Code.  2.Upon the issue of
ordinary shares, every holder of ordinary shares shall have a preferential
right in accordance with article 96a, Book 2 of the Civil Code. The same
applies to the granting of rights for the taking up of ordinary shares,
including the issuance of preference shares C convertible into ordinary shares.  3.The preferential
right may be limited or excluded pursuant to a resolution adopted by the
general meeting. The provision in the preceding sentence shall not be
applicable if and insofar as the other body of the company designated pursuant
to article 10 paragraph 1 by the articles of association or a resolution
adopted by the general meeting for a fixed period of five years maximum has
been designated as being competent to limit or exclude the preferential right.
The competence of the other body of the company shall terminate at the time
when the competence of this other body of the company to issue shares
terminates. Paragraphs 1 and 2 of article 10 shall be analogously
applicable.  4.Articles 96a and 97,
Book 2 of the Civil Code also apply to the conditions of issue and to the
preferential right.  Article 12. Payment for shares.  1.Upon the taking up of
each ordinary share, each preference share A and each preference share C, the
total par value shall be paid together with, if the share is taken up at a
higher price, the difference between these amounts, without prejudice to the
provisions in article 80 paragraph 2, Book 2 of the Civil Code.  2.In taking up each
preference share B, at least a quarter of the par value shall be paid.  3.Further payments on
preference shares B shall be made only after the company has called up such
payments. The calling in of further payments shall be effected pursuant to a
decision of the Executive Board. Such decision shall be subject to the approval
of the Supervisory Board.  4.Payments on
preference shares may only be made in money. Payments on ordinary shares shall be made in
money insofar as no other form of payment has been agreed.  8 
   5.The Executive Board
shall be authorized to enter into legal transactions concerning non-monetary
payments on ordinary shares, and the other legal transactions referred to in
article 94, Book 2 of the Civil Code, without the prior approval of the
general meeting.  6.Articles 80, 80a, 80b
and 94b, Book 2 of the Civil Code also apply to payments on shares and
non-monetary contributions.  7.For preference shares
A and preference shares C, separate share premium reserves shall be held, to be
indicated as share premium reserve A and share premium reserve C respectively.
Amounts are booked to these share premium reserves which are paid as premiums
on the preference shares of the respective class. No amount can be written off
from the share premium reserve A and/or the share premium reserve C and no
distribution can be made out of those share premium reserves, without prejudice
to the provisions of article 14 paragraphs 2 sub b and c and article 34
paragraph 3 under b.  CHAPTER V. Own shares and depository receipts thereof.  Article 13.  1.The company shall be
entitled to acquire its own fully paid-up shares or the depository receipts in
respect thereof, provided either no valuable consideration is given or provided
that:  a.the distributable
part of the capital and reserves is at least equal to the purchase price; and  b.the nominal value of
the shares or the depository receipts in respect thereof which the company
acquires, holds or holds in pledge or which are held by a subsidiary does not
exceed one tenth of the issued capital.  2.The company may
acquire own shares or depository receipts thereof in order to transfer them, in
pursuance of a regulation relating thereto, to staff employed by the company or
by a group company.  3.The acquisition or
alienation of own shares shall take place pursuant to a decision of the
Executive Board. Such a decision shall be subject to the approval of the
Supervisory Board, without prejudice to the provisions of article 98
paragraph 4, Book 2 of the Civil Code.  4.Articles 89a, 95, 98,
98a, 98b, 98c, 98d and 118, Book 2 of the Civil Code also apply to own shares
or depository receipts thereof.  CHAPTER VI. Capital reduction.  Article 14.  1.The general meeting may
decide to reduce the issued capital, but only at the proposal of the Executive
Board with the approval of the Supervisory Board:  a.by canceling shares;
or  9 
   b.by reducing the
amount of the shares by alteration of the articles of association.  2.a.A resolution to
cancel shares may only be adopted for:  (i)shares which the
company holds itself or for which it holds the depository receipts; or  (ii)all preference shares
of a certain class or all ordinary shares, but exclusively provided in all
cases that such cancellation is effected in accordance with this
article and that the holders of the relevant class of shares will receive
the payments provided for in this article 14 paragraph 2. If, after total
cancellation of one or more classes of shares, only one class of issued shares
remains, the remaining class shall no longer be subject to cancellation.  b.In the event of
cancellation of all preference shares A, without prejudice to any provision of
the law on the subject, on each preference share A the following shall be paid:  (i)an amount equal to
the yield basis A referred to in article 33 paragraph 1 sub a, to the
greatest extent possible as a repayment of the nominal amount paid on those
shares and for the remainder, to the greatest extent possible, at the expense
of the share premium reserve A and, if this reserve does not suffice, at the
expense of the other distributable parts of the capital and reserves, excluding
the share premium reserve C plus,  (ii)the sum of (x) an
amount equal to any unpaid dividend, whether declared or not, on the preference
shares A in respect of any closed financial year, which amount shall be
calculated in accordance with the provisions of article 33, paragraph 1,
increased by the interest as referred to in that article, if applicable, to be
calculated over the period ending on the date on which the dividend shall
become payable, and (y) an amount equal to the dividend on the preference
shares A in respect of the current financial year, which amount shall be
calculated in accordance with the provisions of article 33, paragraph 1,
to be calculated proportionally over the elapsed portion of that financial year
ending on the date on which the dividend shall become payable.  If, in accordance with the foregoing, the
entire amount of the share premium reserve A is not paid, the remainder of the
share premium reserve A shall be written off in favour of a general share
premium reserve.  c.In the event of
cancellation of all preference shares C, including but not limited to
cancellation upon the expiry of the eleven year period referred to in
article 34 paragraph 4 sub c (i), and except to the extent  10 
   otherwise provided in these articles, and
without prejudice to any provision of law on each preference share C
outstanding with third parties on the Effective Date (as defined in sub
paragraph f. (B) below) the following shall be paid:  (i)an amount equal to
the yield basis C referred to in article 33 paragraph 1 sub a, to the
greatest extent possible as a repayment of the nominal amount paid on those
shares and for the remainder, to the greatest extent possible, at the expense
of the share premium reserve C in accordance with subparagraph f. below and, if
this reserve does not suffice, at the expense of the other distributable parts
of the capital and reserves, excluding the share premium reserve A plus  (ii)the sum of (x) an
amount equal to any unpaid dividend, whether declared or not, on the preference
shares C in respect of any closed financial year, which amount shall be
calculated in accordance with the provisions of article 33, paragraph 1,
increased by the interest as referred to in that article, if applicable, to be
calculated over the period ending on the date on which the Redemption Sum (as
defined hereinafter) shall become payable, and (y) an amount equal to the
dividend on the preference shares C in respect of the current financial year,
which amount shall be calculated in accordance with the provisions of
article 33, paragraph 1, to be calculated proportionally over the elapsed
portion of that financial year ending on the date on which the Redemption Sum
(as defined hereinafter) shall become payable, the sum of (i) and (ii) above
hereinafter called: Redemption Sum,  except that:  A.if at any time
following the fourth anniversary of the First C shares Issue Date,  (i)the closing share
price on the Euronext Amsterdam Stock Exchange (or any successor thereto on
which the ordinary shares are listed or quoted) of one ordinary share equals or
exceeds 125% of the then prevailing Conversion Price (as hereinafter defined)
for a period of at least 30 consecutive trading days, and  (ii)the company has
issued a Redemption Notice (as defined in sub paragraph f. (B) below) within 6
months of the expiry of the above mentioned 30 trading days period, and  (iii)the company has
obtained a listing of its ordinary shares or American Depository receipts
representing its ordinary  11 
   shares on a United States national stock
exchange or similar United States stock market, and  (iv)the issued and with
third parties outstanding preference shares C have not been converted into
ordinary shares in conformity with article 34, paragraph 4, and  (v)the preference shares
C are cancelled pursuant to the right retained for this purpose in the First C
shares Issuance Resolution,  there shall be paid on each preference share C
with third parties outstanding on the Effective Date (as defined in sub
paragraph f. below)  (i)an amount equal to
105,5% of the Redemption Sum in case such cancellation takes place after the
fourth anniversary, but not later than on the day of the fifth anniversary of
the First C shares Issue Date,  (ii)an amount equal to
102,75 % of the Redemption Sum in case such cancellation takes place after the
fifth anniversary, but not later than on the day of the sixth anniversary of
the First C shares Issue Date,  (iii)an amount equal to
the Redemption Sum in case such cancellation takes place after the sixth
anniversary of the First C shares Issue Date;  or,  B.in case the meeting
of holders of preference shares C request the cancellation of the preference
shares C upon a Change of Control, and the company elects to follow such
request prior to the expiry of the eleven year period referred to in
article 34 paragraph 4 sub c (i), there shall be paid on each preference
share C outstanding with third parties on the Effective Date (as defined in sub
paragraph f. below) an amount equal to 101% of the Redemption Sum;  d.Subject to paragraph
e. below, a resolution of the general meeting to cancel or partially repay
shares of a certain class shall only be passed in case of a simultaneous or prior
approving resolution of the meeting of holders of shares of the class concerned
unless it was resolved otherwise upon the first issuance of shares of the class
concerned.  e.A resolution of the
general meeting to cancel, partially repay or repurchase any shares other than
the cancellation of  (i)preference shares B,
or  (ii)preference shares C
in case of cancellation as referred to in article 14 paragraph 2 sub c.
sub clauses A and B, and subject to the fulfillment of the conditions set forth
therein, or  12 
   (iii)preference shares C
on the eleventh anniversary of the First C shares Issue Date is subject to the
approval of the meeting of holders of preference shares C.  This meeting of holders of preference shares C
can only resolve to approve the cancellation with 90% of the votes cast.  A resolution to cancel, partially repay or
repurchase preference shares A may not be validly adopted unless it is
simultaneously resolved that at the request of the meeting of holders of
preference shares C, subject to a 90% vote, the preference shares C, or a
proportional part thereof, will equally be cancelled, partially repaid or
repurchased, as the case may be. If any such request is made by the meeting of
holders of preference shares C, (re)payment to the holders of preference shares
A and C will be effected simultaneously. The company will procure that a
meeting of the meeting of the holders of preference shares C will be held
within 20 days of the date on which it was resolved to cancel, partially repay
or cancel the preference shares A.  f.A resolution to
cancel all issued and outstanding preference shares C with third parties (a C
shares Cancellation Resolution) shall, without prejudice to article 2:100
of the Dutch Civil Code, only become effective:  (A)after an amendment to
these articles of association shall have been effected providing for a
conversion of the share premium reserve C into nominal share capital, by means
of an increase in an amount equal to which any preference share C shall be
entitled to the share premium reserve C in the equivalent Euro amount of United
States dollars at the average of the Dollar/ Euro exchange rate as published by
ABN AMRO Bank N.V. at the close of business in Amsterdam on each of the 10
business days prior to the above mentioned amendment of these articles of
association, upon which conversion the preference shares C with such increased
nominal value shall be deemed to be the object of such C shares Cancellation
Resolution and consequently the cancellation of the preference shares C shall,
up to the amount of the premium reserve C immediately prior to the Effective
Date (as defined subparagraph B. below), take the form of a repayment of
nominal share capital; and, moreover,  (B)after each of the
following periods have expired  (a)15 business days
following the date of the issuance of a notice by the company (a Redemption
Notice) to the holders of preference shares C containing (i) the offer to
repurchase the preference shares C against payment of the  13 
   applicable Redemption Sum and (ii) the notice
that any preference share C not tendered within 10 business days in response to
the above mentioned repurchase offer, will be cancelled; and  (b)5 business days
following the date of the confirmation by the company to the holders of
preference shares C (the Confirmation) of the purchase of the preference
shares C which have been tendered in response to the companys offer to repurchase
the preference shares C as contained in the Redemption Notice (the Effective
Date).  Consequently, a C shares Cancellation
Resolution shall apply to all of the issued preference shares C outstanding on
the Effective Date.  The Redemption Notice and the Confirmation
shall be given by registered mail or, in addition, if any of the preference
shares C are bearer shares, by means of a public announcement in at least one
countrywide circulated newspaper in the Netherlands.  As from the date on which the Redemption Notice
is issued until the Effective Date, the holders of preference shares C will
still have the opportunity to exercise the conversion right as included in
article 34 paragraph 4 hereof.  g.The Redemption Sum
shall be paid in United States dollars at the exchange rate as defined in sub
paragraph (f) (A) above, within 5 business days of the cancellation becoming
effective in accordance with article 2:100 of the Dutch Civil Code and, in
the event of a repurchase of shares, within 5 business days after the Effective
Date. In the event that the Redemption Sum is not so paid, the company shall,
simultaneously with the delayed payment of such Redemption Sum, pay in addition
to the holders of such preference shares C an amount equal to the interest on
such Redemption Sum in respect of each day such Redemption Sum is not paid by
the company, calculated at an annual rate equal to the percentage which applies
to the dividend to be paid out on preference shares C in the financial year(s)
concerned, as referred to in Article 33 paragraph 1 sub d.  3.Partial repayments on
shares or exemption from the obligation to pay calls is only possible in order
to implement a decision to reduce the amount of the shares.  Such repayments or such an exemption shall take
place:  a.with regard to all
shares; or  b.with regard to either
the preference shares of a certain class or the ordinary shares.  A resolution of the general meeting to reduce
the amount of the shares of one or more classes shall only be passed in case of
simultaneous or prior  14 
   approving resolutions of the meetings of
holders of shares of the classes concerned severally.  4.The provisions of
articles 99 and 100, Book 2 of the Civil Code also apply to capital reduction.  CHAPTER VII. Transfer and delivery of shares. Limited rights.  Article 14A. Limitation of the transfer of
preference shares A.  1.Preference shares A
may be transferred only to natural persons.  2.Without prejudice to
the provision in the preceding paragraph, transfer of preference shares A shall
not be possible if the acquirer is the holder of a nominal amount of preference
shares A together equal to one per cent (1%) or more of the capital issued in
the form of preference shares A. If the acquirer is not a holder of preference
shares A or is the holder of a nominal amount of preference shares A equal to
less than one per cent (1%) of the capital issued in the form of preference
shares A, transfer shall not be possible insofar as he would thereby acquire
more than one per cent (1%) of the capital issued in the form of preference
shares A. For the application of the provisions in this article, holding
preference shares A or acquiring preference shares A shall be understood to
include holding or acquiring voting rights, whether or not by the establishment
of a life interest, the acquisition or holding of preference shares A by a
third party for the account of a person and entering into or being a party to
an agreement with a third party who has the right to vote, which agreement
provides for a permanent joint policy in respect of exercising the right to
vote, all as referred to in articles 4 and 5 of the Wet Melding Zeggenschap in
ter beurze genoteerde vennootschappen 1996 (Notification of control in
companies quoted on the stock exchange Act). For calculating the said
percentage of one percent (1%), the preference shares A which are allocated to
a person as holder or acquirer pursuant to the preceding sentence shall be
included.  3.For the application
of the provisions in the two preceding paragraphs of this article, acquisition
of preference shares A in an issue of preference shares A or in a payment in
preference shares A is put on a par with transfer; for determining the size of
the capital issued in the form of preference shares A, the shares to be issued
or to be used in payment are included in the calculation. In deviation from
what has been provided hereinbefore in this paragraph, a shareholder who is a
legal entity or who is the holder of one per cent (1%) or more of the capital
issued in the form of preference shares A, may acquire preference shares A in
an issue or in a payment in preference shares A, however up to such maximum
percentage of the nominal amount by which the capital issued in the form of
preference shares A is increased by the issue or payment as being equal to the
percentage of the capital issued in the form of  15 
   preference shares A held by that shareholder
prior to the issue or the payment.  4.The provisions in
paragraphs 1 and 2 shall not be applicable to the company and its subsidiaries.  5.Furthermore, the
provisions in paragraphs 1, 2 and 3 shall not be applicable if the Executive
Board has granted an exemption. Such exemption may be subject to conditions.
The exemption is irrevocable. The Executive Boards decision to that effect
shall be subject to the approval of the Supervisory Board. The exemption shall
only be granted:  a.to the trust office
and to a third party with whom the trust office has entered into an agreement
providing for a permanent joint policy in respect of exercising the right to
vote as referred to in paragraph 2;  b.in case of a transfer
by the company and an issue of preference shares A by the company in the
context of a merger or of acquiring a participating interest or increase
thereof or of a joint venture.  Merger in sub-paragraph b. is understood to
constitute the legal merger as referred to in Title 7, Book 2 of the Civil
Code, as well as gaining control by means of participation in a company or
acquiring a company against the issue of shares.  6.In the event that in
the division of a community of property, in case of acquisition pursuant to the
law of inheritance or generally in case of acquisition under general title, the
number of preference shares A thus acquired by a natural person, together with
those already belonging to the acquirer, exceeds the number that can be
transferred pursuant to this article, the shares exceeding said limit shall
either be exchanged for depository receipts of shares issued by the trust
office or sold within a period to be determined by the Executive Board
amounting to two months minimum and six months maximum; failing this, the
company shall be irrevocably authorised to sell the relevant shares or
depository receipts thereof at the stock exchange, being obliged to transfer
the net proceeds to the person who is entitled thereto; failing a stock market
quotation, the sale shall be effected at a price to be determined by three
corporate members of Euronext Amsterdam N.V. holding office in Amsterdam, to be
appointed by said association.  7.In the event that in
the division of a community of property, in case of acquisition pursuant to the
law of inheritance or generally in case of acquisition under general title, a
legal entity acquires preference shares A, the shares thus acquired shall
either be exchanged for depository receipts of shares or sold within the period
referred to in the preceding paragraph and duly observing the provisions in the
preceding paragraph, failing which, the company shall be irrevocably authorised
to sell the relevant shares in the manner set forth in the preceding paragraph.  16 
   8.If an obligation to
effect exchange or sale exists pursuant to the provisions in this article, the
right to attend meetings and the voting right cannot be exercised and the right
to payments shall be suspended for as long as the shareholder does not fulfill
his obligations to effect exchange or transfer.  9.For the application
of this article, issue of shares shall be understood to include:  a.pursuant to
article 322, Book 2 of the Civil Code, the allocation of shares to
shareholders of a vanishing company which enters into a legal merger with the
company;  b.pursuant to
article 344e, Book 2 of the Civil Code, the allocation of shares to
shareholders of a demerging company who shall become shareholder of the company
by that demerger.  Article 15. Transfer of registered shares.  1.The transfer of a
registered share or the transfer of a right in rem therein shall be realized by
means of a deed to that effect as well as, except if the company itself is a
party to that legal act, acknowledgement in writing of the transfer by the
company  Acknowledgement is effected in the deed, or by
a dated declaration of acknowledgement on the deed or on a copy or extract
thereof, which is certified by a civil law notary or by the transferor.
Official service of that deed or that copy or extract on the company shall rank
as acknowledgement. If the acknowledgement refers to transfer of partly paid-up
preference shares B, acknowledgement can only be effected if the deed is
legally dated.  2.A right of pledge may
also be created without acknowledgement or official service to the company. In
such case, article 239, Book 2 of the Civil Code applies accordingly, on
the understanding that the communication meant in paragraph 3 of that article,
shall then be replaced by acknowledgement by or official service to the
company.  3.The acknowledgement
shall be signed by two members of the Executive Board or by the person
authorized thereto in accordance with artic le 21, paragraph 2.  4.The provisions of the
paragraphs 1 and 3 apply accordingly to the allocation of registered shares on
the division of jointly held property.  Article 16. Life interest (Vruchtgebruik).
Pledging (Pandrecht).  1.The shareholder shall
have voting rights in respect of the shares in which the life interest or the
pledge is created.  However, the voting rights shall accrue to the
beneficiary of the life interest or the pledgee in the event that it was so
stipulated at the creation of the life interest or the pledge.  The shareholder who holds no voting rights and
the beneficiary of a life interest or pledgee who does hold voting rights shall
have the rights which the law attributes to holders of depository receipts of
shares in a company  17 
   which are issued with that companys
cooperation. A beneficiary of a life interest or a pledgee who holds no voting
rights shall not have the rights referred to in the preceding sentence.  2.The rights arising
from a share in which a life interest is created, conducing to the acquisition
of shares shall accrue to the shareholder on the basis that the shareholder
shall compensate the beneficiary of the life interest for the value thereof to
the extent that the latter is entitled thereto by virtue of his life interest.  CHAPTER VIII. Management.  Article 17. Executive Board.  1.The management of the
company shall be constituted by an Executive Board consisting of two or more
members.  2.Subject to the fixed
minimum, the number of members of the Executive Board shall be fixed by the
Supervisory Board.  3.The Supervisory Board
shall designate from the Executive Board a president of the Executive Board.
The Supervisory Board may also from the Executive Board designate a deputy
president and/or a vice-president of the Executive Board. The Supervisory Board
may terminate such designations at all times.  Article 18. Appointment, suspension and
dismissal.  1.The members of the
Executive Board shall be appointed by the general meeting from a list of
candidates, to be proposed by the Supervisory Board.  2.A nomination or
recommendation to appoint a member of the Executive Board shall state the
candidates age and the positions he holds or has held, insofar as these are
relevant for the performance of the duties of a member of the Executive Board.
The nomination and recommendation must state the reasons on which they are
based.  3.A resolution of the
general meeting to appoint a member of the Executive Board in accordance with a
nomination by the Supervisory Board shall require an absolute majority of the
votes cast.  4.A resolution of the
general meeting to appoint a member of the Executive Board other than in
accordance with a nomination by the Supervisory Board shall require an absolute
majority of the votes cast representing more than one-third of the companys
issued capital. A new meeting as referred to in section 120,
subsection 3 of Book 2 of the Netherlands Civil Code cannot be convened.  5.At a general meeting
of shareholders, votes in respect of the appointment of a member of the
Executive Board, can only be cast for candidates named in the agenda of the
meeting or explanatory notes thereto. If none of the candidates nominated by
the Supervisory Board is appointed, the Supervisory Board shall retain the
right to make a new nomination at a next meeting.  18 
   6.Each member of the
Executive Board may be suspended and removed at any time by the general
meeting.  7.A resolution to
suspend or remove other than on a motion of the Supervisory Board may only be
passed by the general meeting with an absolute majority of the votes cast
representing more than one-third of the companys issued capital.
Article 18, paragraph 4, last sentence, shall apply mutatis mutandis.  8.Each member of the
Executive Board may be suspended at any time by the Supervisory Board.  9.A suspension may be
extended on one or more occasions, but not for a total of more than three
months. If no decision has been made to set aside the suspension or dismiss the
member by the end of that period, the suspension shall be set aside.  Article 19. Remuneration.  1.The company has a
policy on the remuneration of the Executive Board. The policy shall be proposed
by the Supervisory Board and adopted by the general meeting.  2.The remuneration and
further terms of employment of the Executive Board shall be determined by the
Supervisory Board, with due observance of the policy referred to in paragraph
1.  3.If the remuneration
of the Executive Board also consists of schemes under which shares or rights to
subscribe for shares are granted, the Supervisory Board shall submit these
schemes to the general meeting for approval. The proposal must at least state
the number of shares or rights to subscribe for shares that can be granted to
the Executive Board and the conditions for the granting and amending thereof.  Article 20. Duties of the Executive Board.
Decision making process. Allocation of duties.  1.Subject to the
restrictions imposed by these articles of association, the Executive Board
shall be entrusted with the management of the company.  2.The Executive Board
shall draw up rules regulating tasks, operating procedures and decision-making
by the Executive Board. Such by-laws shall require the approval of the
Supervisory Board.  3.The Executive Board
may determine the duties with which each member of the Executive Board will be
charged in particular. The allocation of duties shall require the approval of
the Supervisory Board.  Article 21. Representation.  1.The Executive Board
shall be authorized to represent the company.  Two members of the Executive Board, acting
jointly, as well as one member of the Executive Board and a staff member as
mentioned in paragraph 2,acting jointly, are also authorized to represent the company.  19 
   2.The Executive Board
may appoint staff members with general or limited power to represent the
company. Each appointment may, at all times, be discontinued. Each of these
staff members shall be able to represent the company with due observance of any
restrictions imposed on him. The Executive Board shall determine their titles.
A resolution of the Executive Board as meant in this paragraph is subject to
the approval by the Supervisory Board.  3.In the event of a
conflict of interest between the company and a member of the Executive Board,
the company shall be represented by such member of the Executive Board or of
the Supervisory Board as the Supervisory Board shall designate for this
purpose.  Article 22. Approval of decisions of the
Executive Board.  1.Without prejudice to
any other appropriate provision of these articles of association, the Executive
Board shall obtain the approval of the Supervisory Board for managerial
decisions with respect to any one or more of the following matters:  a.the issue and
acquisition of shares in and debentures at the expense of the company or of
debentures at the expense of a limited partnership, or a partnership in respect
of which the company is actively fully liable;  b.cooperation to the
issue of depository receipts of shares;  c.application for a
quotation or withdrawal of the quotation of the securities referred to sub a.
and b. in the price list of any stock exchange;  d.the entering into or
the termination of long-term cooperation of the company or a dependent company
with any other company or legal entity or as actively fully liable in a limited
partnership (commanditaire vennootschap) or general partnership (vennootschap
onder firma) if such cooperation or termination is of fundamental importance
for the company;  e.the entering by the
company or a dependent company in participation in the capital of another
company if the value of such participation is at least one quarter of the
amount of the issued share capital plus reserves of the company according to
its balance sheet with explanatory notes as well as the essential increase or
reduction of such participation;  f.investments requiring
an amount equal to at least one fourth part of the issued share capital with
reserves of the company according to its balance sheet with explanatory notes;  g.a proposal to amend
the articles of association;  h.a proposal to
dissolve the company;  i.a petition for
bankruptcy or request for suspension of payments (surséance van betaling);  20 
   j.termination of the
employment of a considerable number of the companys employees or of a
dependant companys employees simultaneously or within a short period of time;  k.radical change in the
employment conditions of a considerable number of the companys employees or of
a dependant companys employees;  l.a proposal to reduce
the issued share capital of the company;  m.a proposal for a
merger or demerger within the meaning of Title 7, Book 2 of the Civil Code.  2.The Supervisory Board
is entitled to require further decisions of the Executive Board in addition to
those mentioned in paragraph 1 to be subject to its approval. Such further
decisions shall be clearly specified and notified to the Executive Board in
writing.  3.The lack of approval
of the Supervisory Board in respect of a decision referred to in paragraph 1,
sub-paragraphs a. up to and including l. and in paragraph 2 does not affect the
authority of the Executive Board or its members to represent the company.  Article 23. Absence or prevention.  If a member of
the Executive Board is absent or is prevented from performing his duties, the
remaining members or member of the Executive Board shall be temporarily entrusted
with the entire management of the company. If all members of the Executive
Board are absent or are prevented from performing their duties, the management
of the company shall be temporarily entrusted to the Supervisory Board which
shall then be authorized to entrust the management temporarily to one or more
persons, whether or not from among its members.  CHAPTER IX. Supervisory Board.  Article 24. Number of members. Profile.  1.The company shall
have a Supervisory Board, consisting of individuals. The Supervisory Board
shall consist of at least three members. Where the number of members of the
Supervisory Board falls below three, then the board shall take measures
forthwith to fill the number of its members.  2.The number of members
of the Supervisory Board shall, with due observance of the provisions of
paragraph 1, be determined by the Supervisory Board.  3.The Supervisory Board
adopts a profile on its size and composition, taking into account the character
of the business, its activities and the desired expertise and background of the
members of the Supervisory Board.  Article 25. Appointment.  1.The members of the
Supervisory Board shall be appointed by the general meeting from a list of
candidates, to be proposed by the Supervisory Board.  2.When a member of the
Supervisory Board is proposed for appointment, particulars  21 
   shall be stated in respect of his age, his
profession, the nominal amount of shares in the capital of the company he holds
and his present and past functions in so far as the same are of interest in
connection with the performance of the duties of a member of a Supervisory
Board. Legal entities of which he is already a Supervisory Board member shall
also be mentioned; if there are companies among them, which belong to the same
group, it shall be sufficient to name that group. The reasons for the proposal
shall be stated.  3.A resolution of the
general meeting to appoint a member of the Supervisory Board in accordance with
a nomination by the Supervisory Board shall require an absolute majority of the
votes cast.  4.A resolution of the
general meeting to appoint a member of the Supervisory Board other than in
accordance with a nomination by the Supervisory Board shall require an absolute
majority of the votes cast representing more than one-third of the companys
issued capital. A new meeting as referred to in section 120,
subsection 3 of Book 2 of the Netherlands Civil Code cannot be convened.  5.At a general meeting
of shareholders, votes in respect of the appointment of a member of the
Supervisory Board, can only be cast for candidates named in the agenda of the
meeting or explanatory notes thereto. If none of the candidates nominated by
the Supervisory Board is appointed, the Supervisory Board shall retain the
right to make a new nomination at a next meeting.  6.For the appointment
of members of the Supervisory Board, the provisions of article 142 Book 2
of the Civil Code also apply.  Article 26. Retirement, suspension and dismissal
of members of the Supervisory Board.  1.Every member of the
Supervisory Board shall retire not later than the day on which the first
general meeting of shareholders is held after four years have elapsed from his
appointment.  2.The Supervisory Board
members shall retire periodically in accordance with a rotation plan to be
drawn up by the Supervisory Board. Any alteration to the rotation plan cannot
imply that a member sitting on the Supervisory Board shall resign against his
will before the period has expired in respect of which he was appointed.  3.A resigning member of
the Supervisory Board may be re-appointed. In a proposal for reappointment, the
Supervisory Board shall take into account the performance of the nominated
member of the Supervisory Board in the past.  4.Without prejudice to
the provisions in paragraph 5, every member of the Supervisory Board may be
suspended or dismissed by the general meeting of shareholders at all times.  22 
   5.A resolution of the
general meeting to suspend or remove a member of the Supervisory Board other
than in accordance with a proposal of the Supervisory Board shall require an
absolute majority of the votes cast representing more than one third of the companys
issued capital. Article 25, paragraph 4, last sentence, shall apply
mutatis mutandis.  6.Any suspension may be
extended one or more times, but may not last longer than three months in all.
If, at the end of that period, no decision has been taken on termination of the
suspension or on removal, the suspension shall end.  Article 27. Remuneration.  The general meeting shall determine the remuneration
for every member of the Supervisory Board.  Article 28. Duties and powers.  1.It shall be the duty of
the Supervisory Board to supervise the management of the Executive Board and
the general course of affairs in the company and in the business connected with
it. It shall assist the Executive Board with advice. In performing their duties
the Supervisory Board members shall act in accordance with the interests of the
company and of the business connected with it.  2.The Executive Board
shall supply the Supervisory Board in due time with the information required
for the performance of its duties.  3.Further, at least
once a year, the Executive Board shall inform the Supervisory Board of the main
aspects of the strategic policy, the general and financial risks and the
companys management and control systems in writing.  4.The Supervisory Board
shall have access to the buildings and premises of the company and shall be
authorized to inspect the books and records of the company. The Supervisory
Board may designate one or more persons from among its members or an expert to
exercise these powers. The Supervisory Board may also in other cases be
assisted by experts. The costs of these experts shall be for the account of the
company.  Article 29. Proceedings and decision making
process.  1.The Supervisory Board
shall elect a president from amongst its members, and one or more
vice-president(s) who shall take the place of the president in the latters
absence. It shall appoint a secretary, who need not be a member of the
Supervisory Board, and make arrangements for his substitution in case of
absence.  2.In the absence of the
president and the vice-president(s) at a meeting, the meeting shall itself
designate a president.  3.The Supervisory Board
shall meet whenever the president, or two other Supervisory Board members, or
the Executive Board make(s) a request thereto.  23 
   4.The secretary shall
keep minutes of the proceedings at meetings of the Supervisory Board. The
minutes shall be adopted in the same meeting or in a following meeting of the
Supervisory Board and shall be signed by the president and the secretary as
evidence thereof.  5.All decisions of the
Supervisory Board shall be adopted by an absolute majority of the votes cast.  6.Decisions of the
Supervisory Board shall only be valid if taken at a meeting at which the
majority of the Supervisory Board members are present or represented.  7.A Supervisory Board
member may be represented by a co-member of the Supervisory Board authorized in
writing. The expression: in writing shall include any message transmitted by
current means of communication and received in writing. A Supervisory Board
member may not act as representative for more than one co-member.  8.The Supervisory Board
may also take decisions without a meeting, provided the proposal concerned is submitted
to all Supervisory Board members and none of them objects to this manner of
taking decisions. The secretary shall draw up a report regarding a decision
thus taken and shall attach the replies received to the report, which shall be
signed by the president and the secretary. This manner of taking decisions
shall be notified in the following meeting of the Supervisory Board.  9.The Supervisory Board
shall meet together with the Executive Board as often as the Supervisory Board
or Executive Board makes a request thereto.  10.The Supervisory Board
shall draw up rules containing further regulations on the procedure for holding
meetings and decision-making by the Supervisory Board, and its operating
procedures.  Article 30. Committees.  1.The Supervisory Board
may, without prejudice to its responsibilities, designate one or more
committees from among its members, who shall have the responsibilities
specified by the Supervisory Board.  2.The composition of
any such committee shall be determined by the Supervisory Board.  3.The general meeting
may additionally remunerate the members of the committee( s) for their
services.  CHAPTER X. Annual accounts and annual report. Profits.  Article 31. Financial year. Annual accounts and
annual report. Auditor.  1.The financial year of
the company shall be the calendar year.  2.Annually, the
Executive Board shall draw up annual accounts and shall deposit these at the
companys office for inspection by shareholders, not later than five months
after the end of the financial year, unless by reason of special circumstances
this term is extended by the general meeting by not more  24 
   than six months. Within this period, the
Executive Board shall also submit the annual report.  3.Within the period
referred to in paragraph 2, the Executive Board shall submit the annual
accounts simultaneously with the annual report to the Supervisory Board.  4.The Supervisory Board
shall present its report on the annual accounts to the general meeting.  5.The company shall
assign an auditor to audit the financial statements. The general meeting is
empowered to make such assignment. If no such assignment is made by that
meeting, the Supervisory Board or, if there are no members of that board in
office or if it fails to make an assignment, the Executive Board shall be
empowered to do so. The assignment may be withdrawn at any time by the general
meeting and by the person who made the assignment; assignments made by the
Executive Board may also be withdrawn by the Supervisory Board.  6.The auditor shall
report on his audit to the Supervisory Board and the Executive Board. The
auditor shall convey the results of his audit in a report attesting to the
financial statements giving a true and fair view.  7.Articles 101, 102 and
103 and Title 9, Book 2 of the Civil Code also apply to the annual accounts and
to the annual report.  Article 32.
Adoption. Release.  1.The annual accounts
shall be adopted by the general meeting.  The financial statements may not be determined
by the general meeting if the general meeting has been unable to take
cognisance of the auditors report, unless the remaining information include a
legal ground for the lacking of the statement.  2.In the general
meeting of shareholders where the resolution to approve the financial
statements is passed, a proposal to release the members of the Executive Board
from liability for the exercise of the management and a proposal to release the
members of the Supervisory Board from liability for the exercise of the
supervision of the management, insofar as the exercise of such duties is
reflected in the financial statements or otherwise disclosed to the general
meeting prior to the approval of the financial statements, shall be brought up
for discussion as two separate items.  Article 33. Dividend. Reservations.  1.a.From the profits -
the positive balance of the profit and loss account - earned in the financial
year last expired, first, insofar as possible, the dividend attributable to each
of the holders of preference shares A and preference shares C is pro rata parte
paid out to them, insofar as possible. 
The dividend of the preference shares C shall for any financial year be
equal to the percentage, as referred to in paragraph 1 sub d. of this
article 33, of the yield basis C, adjusted on a time proportional  25 
   basis to the extent that preference shares C
have been issued or cancelled during the financial year last expired. The
preference share C annual preferred dividend shall be declared each year on the
date the companys annual accounts are approved and shall be paid within 3
business days of such approval. In the event that such dividend is not so paid,
the company shall, simultaneously with the delayed payment of such dividend,
pay in addition to the holders of such preference shares C an amount equal to
the interest on such dividend in respect of each day such dividend is not paid
by the company, calculated at an annual rate equal to the percentage which
applies to the dividend to be paid out on preference shares C in the financial
year(s) concerned, as referred to in paragraph 1 sub d. of this
article 33. The dividend in respect of the preference shares A will be
expressed in a percentage of the yield basis A adjusted on a time proportional
basis to the extent that the preference shares A have been issued or cancelled
during the financial year last expired and will be determined in the resolution
to issue such preference shares A for the first time. The preference share A
annual dividend shall be declared each year on the date the companys annual
accounts are approved and shall be paid within 3 business days of such
approval. In the event that such dividend is not so paid, the company shall,
simultaneously with the delayed payment of such dividend, pay in addition to
the holders of such preference shares A an amount equal to the interest on such
dividend in respect of each day such dividend is not paid by the company,
calculated at an annual rate equal to the then current dividend rate.  In the resolution to issue preference shares A
for the first time, it may be stipulated that the above mentioned dividend
percentage in respect of the preference shares A concerned be periodically altered.
In such case, the resolution shall also state the moments of alteration and, in
detail, the manner by which the dividend percentage when altered shall be
calculated.  The amount of dividend per preference share A
and preference share C, being the result of the above mentioned method of
calculation, shall be rounded off upwards to entire cents provided that any
dividend per preference share C paid in additional preference shares C shall be
rounded off downwards and the difference be paid in cash. The term issue
shares of a certain class for the first time used in these articles of
association shall also apply to a first issue of shares of a class after all
shares of such class were cancelled in accordance with article 14
paragraph 2 sub a.  26 
   The yield basis A, applying to the preference
shares A, amounts to three euros and forty thousand three hundred and
fifty-five one hundred thousandth eurocents (EUR 3.40355).  The yield basis C, applying to the preference
shares C, amounts to ten thousand United States Dollars (U.S. $ 10,000).  In case of a partial repayment on preference
shares A and/or preference shares C in accordance with article 14
paragraph 3, and also in case of a payment to holders of preference shares A
and/or preference shares C in accordance with article 34 paragraph 3 under
b. the yield basis A and the yield basis C respectively shall decrease, as from
the day on which the payment concerned shall become payable, by an amount equal
to the amount to be paid on each share of the class concerned.  b.From the balance of
the profit remaining after application of the provision under a. a dividend
shall be paid on the preference shares B, the percentage of which - to be
calculated over the paid up part of the nominal value - is equal to the
repo-rate of the European Central Bank, decreased or increased by a discount or
upcount, with a maximum of three percent point (3%), to be determined by the
Executive Board under the approval of the Supervisory Board, averaged over the
number of days over which the payment is made.  c.In the event that for
any financial year the payments referred to under a. and b. cannot or cannot
entirely be made because the profit does not so allow, payment of the deficit shall
be made from the profit of the following financial years.  In that case, always insofar as possible, the
dividend in arrears attributable to the holders of preference shares A and C,
together with the dividend over the last ended financial year attributable to
them, shall be paid first. Subsequently, the dividend in arrears attributable
to the holders of preference shares B together with the dividend over the last
ended financial year attributable to them, shall be paid.  d.The percentage of
dividend referred to in sub a. to be paid on preference shares C. amounts to
5,5% for the financial year 2003, 6% for the financial years 2004 and 2005,
6,5% for the financial years 2006, 2007 and 2008, 7,5 % for the financial year
2009, and 8,5% for the financial year 2010 and the following financial years.  Should the financial year not be equal to the
calendar year, the percentage of dividend will be calculated over the
applicable calendar year as referred to in the first sentence of this sub d.  2.Subsequently, the
Executive Board shall, subject to the approval of the Supervisory Board,
determine which part of the profit remaining after application of paragraph 1,
shall be allocated to the reserves.  27 
   3.The part of the
profit remaining thereafter shall be at the disposal of the general meeting,
provided that no further distributions can be made on the preference shares A,
B and C.  4.If, over any year, a
loss has been suffered, for such year no dividend on the ordinary shares shall
be paid, without prejudice to the provisions of article 34 paragraph 2. In
subsequent years, too, payment of dividend on ordinary shares shall only be
effected when the loss has been cleared by profits.  However, the general meeting may, on the
proposal of the Executive Board which has been approved by the Supervisory
Board, resolve to clear the loss to the debit of the distributable part of the
capital and reserves, provided that, in order to clear losses, no charge may be
made to the share premium reserves A and C.  5.The Executive Board
may decide to pay an interim dividend. The decision is subject to the approval
of the Supervisory Board.  6.Furthermore, payments
to shareholders are subject to articles 103, 104 and 105, Book 2 of the Civil
Code.  Article 34. Distribution in shares and to the
debit of the reserves.  1.The general meeting
may, at the proposal of the Executive Board, which has been approved by the
Supervisory Board, resolve that a payment of dividend on ordinary shares be
wholly or partly not in cash, but in shares in the company.  Upon the first issuance of preference shares C,
the corporate body which resolved upon the issuance may determine that the
dividend in respect of certain financial years, will be distributed in
additional preference shares C and that the dividend in respect of other
financial years may at the sole discretion of the Executive Board subject to
approval of the Supervisory Board be distributed in the form of either (i)
additional preference shares C or (ii) US Dollars. In respect of the preference
shares C issued on the First C shares Issue Date, such determination is made in
the First C shares Issuance Resolution. To the extent that no determination has
been made with regard to the form of payment of dividend in the First C shares
Issuance Resolution and the Executive Board is not the authorized corporate
body to resolve upon such payment, the Executive Board subject to approval of
the Supervisory Board may only resolve upon the distribution of dividend in
additional preference shares C if prior to such resolution the authorized
corporate body has resolved upon such payment. In either case, any dividend on
the preference shares C over the above-mentioned financial years which cannot
or cannot entirely be made because the profit does not so allow, shall be paid
by such payment being charged to the distributable part of the capital and
reserves, including the general share premium reserve but excluding the share
premium reserves A and C.  28 
   2.The general meeting
may, at the proposal of the Executive Board which has been approved by the
Supervisory Board, resolve that distributions to holders of ordinary shares be
made out of the distributable part of the capital and reserves, except for the
share premium reserves A and C. The provisions of paragraph 1 apply
analogously. Distributions as referred to in this paragraph 2 shall not be
made, if not all amounts due in accordance with article 33 paragraph 1 sub
a and b juncto c are paid.  3.a.The Executive Board,
subject to approval by the Supervisory Board, may,  notwithstanding the provisions of the second
and third sentence of paragraph 1 of this article, decide to effect payment of
the amounts payable to holders of both preference shares A and preference
shares C in accordance with article 33 paragraph 1 by such payment being
charged to the distributable part of the capital and reserves, except for the
share premium reserves A and C. If and to the extent that (i) the profits in
respect of any financial year do not allow the payment of dividend in respect
of preference shares C and (ii) the Executive Board does not decide to effect
such payment in cash at the expense of the distributable part of the capital
and reserves while such distributable part of the capital and reserves would
allow the payment of dividends in respect of the preference shares C, payment
of dividend in respect of the financial year concerned will be paid in
additional preference shares C, in which case the nominal amount of the newly
issued preference shares C will be charged to the distributable part of the
capital and reserves, including the general share premium reserve but excluding
the premium reserves A and C. The number of shares to be issued as a
distribution of dividend will be calculated on the basis set forth in paragraph
2 of the First C shares Issuance Resolution.  If and to the extent that (i) the profits in
respect of any financial year do not allow the payment of dividend in respect
of preference shares C and (ii) the distributable part of the capital and
reserves including the general share premium reserve but excluding the premium
reserves A and C respectively do not allow for the payment of dividend in
additional preference shares C in respect of such financial year, the dividend
in respect of such financial year shall, compounded at an annual rate in
accordance with article 33 paragraph 1, be paid from the profits from the
next financial year.  b.The Executive Board, subject
to approval by the Supervisory Board, may also decide to effect payment to the
holders of preference shares A and C not being due in accordance with
article 33 paragraph 1, however, exclusively by such payment being charged
to the share premium reserves A and C respectively. A decision of the Executive
Board referred to in the  29 
   previous sentence shall only be taken in case
of a simultaneous or prior approving resolution of the meeting of holders of
preference shares A and/or of 90% of the holders of preference shares C
respectively and, on the basis of a simultaneous adjustment of the yield basis,
provided that such resolution in respect of preference shares A may not be
validly adopted unless it is simultaneously resolved that at the request of the
meeting of holders of preference shares C, subject to a 90% majority vote, a
proportional amount of the share premium reserve C will be paid to the holders
of preference shares C. If any such request is made by the meeting of holders
of preference shares C, repayment to the holders of preference shares A and C
will be effected simultaneously. The company will procure that a meeting of the
meeting of the holders of preference shares C will be held within 20 days of
the date on which it was resolved to repay share premium to the holders of
preference shares A.  4.a.Attached to each
preference share C is the right of the holder of such share to convert such
share into one ordinary share upon simultaneous issuance, at the expense of the
share premium reserve C, to the shareholder concerned of a number of ordinary
shares which is equal to the quotient of (i) the yield basis C plus the sum of
(x) an amount equal to any unpaid dividend, whether declared or not, on the
preference shares C in respect of any closed financial year, which amount shall
be calculated in accordance with the provisions of article 33, paragraph
1, increased by the interest as referred to in that article, if applicable, to
be calculated over the period ending on the date on which the preference C
shall be converted into an ordinary share, and (y) an amount equal to the
dividend on the preference shares C in respect of the current financial year,
which amount shall be calculated in accordance with the provisions of
article 33, paragraph 1, to be calculated proportionally over the elapsed
portion of that financial year ending on the date on which the preference
shares C shall be converted into an ordinary share, minus the Conversion Price
(as hereinafter defined) converted from EUROs into US Dollars at the ratio
EURO:1/USD:1,02547 and (ii) the Conversion Price, converted from EUROs into US
Dollars at the ratio EUR):1/USD:1,02547. The Conversion Price, as of the date
of first issuance of preference shares C shall be EUR 13 and shall be amended
from time to time thereafter in accordance with the following sections of this
paragraph (the Conversion Price).  If and to the extent that fractional shares
would have to be issued by the company as a result of the above conversion,
there shall instead be distributed to such shareholder of preference shares C
an amount in US  30 
   Dollars equal to the multiplication of (i) the
then current Conversion Price and (ii) the proportional amount of the
fractional share that would have been issued pursuant to such conversion.  The difference between (i) the amount thus
debited from the share premium reserve C, decreased with the amount that has
been distributed pursuant to the previous sentence, and (ii) the nominal value
of the ordinary shares thus issued shall be added to a general share premium
reserve of the company.  b.The Conversion Price
shall be decreased annually by an amount equal to fifty percent (50%) of the
amount or value of any dividend distributed on one ordinary share in the
company.  c.The Conversion Price
shall be adjusted in case the company, (i) for whatsoever reason, does not
cancel or repurchase the preference shares C on the eleventh anniversary of the
First C shares Issue Date pursuant to the right retained in the First C shares
Issuance Resolution or (ii) the company does not to cancel or repurchase the
preference shares C at the request of the meeting of holders of preference
shares C upon a Change of Control. The company will procure that a meeting of
the meeting of holders of preference shares C will be held within 20 days of
the date on which the Change of Control occurs. The thus adjusted Conversion
Price shall be the lowest of (i) 50% of the then current Conversion Price, and
(ii) 50% of the share price on the Euronext Amsterdam Stock Exchange (or any
successor thereto on which the ordinary shares are listed or traded)as of (a)
the eleventh anniversary of the First C shares Issue Date or (b) the date the
meeting of holders of preference shares C requested cancellation or repurchase
upon a Change of Control, as the case may be.  d.Whenever the company
undertakes to issue  (x)ordinary shares or
securities convertible into ordinary shares or grant rights entitling the
holder to subscribe for ordinary shares or securities convertible into ordinary
shares, at a price below either  (i)the current
Conversion Price or  (ii)the value of ordinary
shares calculated in the manner set forth in the definition of the factor p
in the formula below or,  (y)ordinary shares to
holders of existing ordinary shares at the expense of any reserve or as a
dividend, which is announced by the company by means of an advertisement placed
in the Official Price List (or any successor thereto), the Conversion Price
will be reduced, as from the day following the date of the aforementioned
announcement, to a price calculated in the following manner, it  31 
   being understood that if (x) (i) and (x) (ii)
both apply simultaneously the formula, as set out below, that results in the
lowest Conversion Price will apply to such adjustment.  If the number of new ordinary shares to be
issued is not yet known at the time of such announcement, this calculation will
be made immediately after such number of ordinary shares will have been
determined and announced.  The new Conversion Price shall, in case the
situation subsections (x) (ii) and (y) above are applicable, be determined by multiplying
the Conversion Price previously applicable by the result of the following
formula:  (Axp) + (Bxq) (A + B) x p  in
which formula:  A =the number of
ordinary shares outstanding immediately prior to the announcement;  B =the maximum number of
new ordinary shares to be issued;  p =the average, over the
twenty (20) Trading Days preceding the date of the aforementioned announcement
or if no announcement is made, the date the announcement should have been
published in accordance with article 28 of the Issuing and Listing Rules
of Euronext Amsterdam N.V., of the highest and lowest prices of ordinary shares
as quoted in the Official Price List;  q =the issue price of
the ordinary shares to be issued. In case the situation (y) above is
applicable, the following adjustments to q may take effect:  where the issue is
charged against any reserve and no appropriation is made to any reserve from
the portion of the years profit which has been allocated for distribution, q
will be nil;  where the issue is charged
against any reserve and an allocation is simultaneously made to any reserve
from the portion of the years profit allocated for distribution, q will be
equal to the quotient obtained by dividing the amount appropriated to any
reserve in accordance with this allocation and the number of ordinary shares
issued in accordance with this allocation.  The new Conversion Price shall, in case the
situation sub (x) (i) is applicable, be determined by multiplying the
Conversion Price previously applicable by the result of the following formula:  (Axp) + (Bxq) (A + B) x p  32 
   in which formula:  A =the number of
ordinary shares outstanding immediately prior to the announcement;  B =the maximum number of
new ordinary shares to be issued;  p =the Conversion Price
immediately prior to the adjustment of the Conversion Price;  q =the issue price of
the ordinary shares to be issued.  There
will be no adjustment of the Conversion Price if the issue is made:  within the framework
of a management options scheme adopted by the companys Executive Board and
approved by the Supervisory Board; or,  in the event of a
situation referred to under (x) (ii) of this paragraph, for a price of issuance
per share or securities convertible into ordinary shares or rights entitling
the holders to subscribe for ordinary shares, which is no lower than the then
current market value decreased by five percent (5%).  e.In the event of any
restructuring of the companys share capital or of any merger or amalgamation
with or into any other company or in the event the legal or beneficial
ownership to all or substantially all of the assets owned by the company,
either directly or indirectly (through its subsidiaries) are acquired by one or
more third parties, the Conversion Price will not be subject to adjustment as
referred to in this paragraph 4.  In such events, each preference share C will be
convertible into the class and number of shares, or, as the case may be,
depository receipts, securities or other instruments issued by the company (or
by the company resulting from such merger or amalgamation of the company or by
the third party which made such acquisition) to which a holder of the number of
ordinary shares into which such a preference share C could have been converted,
would have been entitled immediately prior to one of the aforementioned
circumstances arising.  f.In the event of:  (i)the company granting
rights to holders of ordinary shares to subscribe for securities other than ordinary
shares;  (ii)any company other
than the company granting rights to holders of ordinary shares to subscribe for
securities which may be converted into, or otherwise entitle the holder to,
ordinary shares, if, in such event, the (initial) price at which such ordinary
shares may be acquired shall be the lower of (A) the value of ordinary shares
calculated in the manner set forth in the definition of the factor p  33 
    applicable to subsections (x) (ii) and (y) and
(B) the Conversion Price;  (iii)the company making a
cash distribution from the share premium to holders of ordinary shares, an
adjustment of the Conversion Price shall be made, taking into account the value
of such rights or distributions as aforesaid to which a holder of the number of
ordinary shares into which a preference share C could have been converted would
have been entitled immediately prior to the date on which any of the
aforementioned circumstances occurred;  g.The splitting or combination
of ordinary shares will not be deemed to be a restructuring of the companys
share capital. In the event of splitting or combination as referred to above,
the Conversion Price will be reduced or increased accordingly. The
re-denomination of the nominal value of ordinary shares into EUROs shall not
be deemed to be a restructuring of the companys share capital for said purpose
either.  h.To exercise
conversion rights as defined in this paragraph 4 sub a. above, the holder of
preference shares C must send a duly completed notice of conversion by
registered mail to the company, indicating  (i)the number of, and to
the extent it concerns registered preference shares C, the registered numbers
of preference shares C to be converted,  (ii)the form (bearer
shares or registered shares) of the ordinary shares to be converted into and  (iii)if such conversion
will result in registered ordinary shares: the complete name and address of
such holder or if such conversion will result in bearer ordinary shares: the
account number or other numbers and other relevant information of the Bank casu
quo the security-account at the benefit of which the ordinary shares resulting
from such conversion will have to be booked.  The date of conversion shall be the date on which
the notice of conversion is received by the company. Upon receipt of such
notice of conversion, the company will, within 10 business days, send to the
holder of preference shares C that sent such notice of conversion,
documentation evidencing the completion of the conversion. The exercise of
conversion rights shall be irrevocable. The costs of conversion shall be for
account of the company.  i.The company shall, in
the event the Conversion Price is adjusted pursuant to this article 34
paragraph 4, give notice, by registered mail, to the holders of preference
shares C. In case, and for as long as any of the outstanding preference shares
C are bearer shares, such notice shall be published in at least one countrywide
circulated  34 
   newspaper published in the Netherlands. In
respect of registered preference shares C, such notice shall be given at the
address of such holder of preference shares C showing from the register of
shareholders of the company.  Article 35. Date for payment.  Payment of dividends and other distributions shall be
announced in accordance with article 44.  CHAPTER XI. General meetings of shareholders.  Article 36. Annual meeting.  1.The annual meeting
shall be held annually, and not later than six months after the end of the
financial year.  2.The agenda for that
meeting shall contain, inter alia, the following points for discussion:  a.the annual report;  b.adoption of the
annual accounts;  c.determination of
dividend;  d.release from
liability of members of the Executive Board;  e.release from
liability of members of the Supervisory Board;  f.any filling of
vacancies;  g.any other proposals
put forward by the Supervisory Board or the Executive Board put forward for
discussion and announced with due observance of article 38, such as
proposals concerning the designation of a body competent to issue shares and
the authorization of the Executive Board to cause the acquisition of own shares
or depository receipts thereof by the company.  Article 37. Other meetings.  Other general
meetings of shareholders shall be held as often as the Executive Board or the
Supervisory Board deems such necessary, without prejudice to the provisions of
the articles 110, 111 and 112, Book 2 of the Civil Code.  Article 38. Convocation. Agenda.  1.General meetings of
shareholders shall be convened by the Supervisory Board or the Executive Board.  2.The convocation shall
take place no later than on the fifteenth day prior to the date of the meeting.  3.The notice of the
meeting shall state the subjects to be dealt with or it shall state that the
shareholders and the holders of depository receipts of shares may take
cognisance thereof at the companys office, without prejudice to the provisions
of article 45 paragraph 2 of the articles of association and of
article 99 paragraph 7, Book 2 of the Civil Code.  4.The notice of the
meeting shall state the requirement for admission to the meeting as described
in article 42.  35 
   5.Convocation shall be
made in the manner stated in article 44.  6.Matters not stated in
the notice of the meeting may be further announced, subject to the time limit
pertaining to the convocation of meetings, in the manner stated in article 44.  7.Unless the notice of
the meeting includes the contents of all documents which, according to the law
or the articles of association, are to be available to shareholders and to
holders of depository receipts of shares for inspection in connection with the
meeting to be held, these documents are to be made available free of charge to
shareholders and holders of depository receipts in Amsterdam at the office of
an institution admitted to the public company Euronext Amsterdam N.V. to be
designated in the notice of the meeting or another payment office as referred
to in the Rules relating to Securities.  8.Holders of shares and
holders of depository receipts representing alone or in the aggregate at least
one percent (1%) of the issued capital, or alone or in the aggregate, at least
a value of ten million euros (EUR 10,000,000) according to the Official Price
List, have the right to request to the Executive Board or the Supervisory Board
to place items on the agenda of the general meeting of shareholders.  These requests shall
in principal be honoured by the Executive Board or the Supervisory Board on the
condition:  a.that the shareholders
or holders of depository receipts have a reasonable interest in the items to be
considered;  b.that the placing on
the agenda is not in conflict with an orderly course of the meeting and that
there shall be no grave interests of the company which resist against the
placing on the agenda;  c.that the request has
been filed in writing with the Executive Board or the chairman of the
Supervisory Board at least sixty days prior to the date of the general meeting
of shareholders.  Article 39. Place of meetings.  The general meetings of shareholders shall be held in
Amsterdam.  Article 40. Chairmanship.  1.The general meetings
of shareholders shall be chaired by the president of the Supervisory Board or,
in his absence, by a vice-president of that board; in the event that the latter
is (are) also absent, the Supervisory Board members present shall elect a
chairman from their midst. The Supervisory Board may designate another person
to act as chairman of a general meeting of shareholders.  2.If the chairman has
not been appointed in accordance with paragraph 1, the meeting shall itself
choose a chairman. Until that moment a member of the Executive Board designated
thereto by the Executive Board shall act as chairman.  36 
   Article 41. Minutes.  1.Minutes shall be kept
of the proceedings at every general meeting of shareholders by a secretary to
be designated by the chairman. The minutes shall be adopted by the chairman and
the secretary and shall be signed by them as evidence thereof.  2.The Supervisory Board
or the chairman may determine that notarial minutes shall be drawn up of the
proceedings of the meeting. The notarial minutes shall be co-signed by the
chairman.  Article 42. Rights at meetings. Admittance.  1.Each shareholder
entitled to vote and each beneficiary of a life interest or pledgee to whom the
voting rights accrue shall be entitled to attend the general meeting of
shareholders, to address the meeting and to exercise his voting rights. Where
it concerns ordinary registered shares, the Executive Board must be notified in
writing of the intention to attend the meeting. Such notice must be received by
the Executive Board not later than on the date mentioned in the notice of the
meeting.  2.The rights to attend
and vote at meetings pursuant to paragraph 1 may be exercised by a person
holding a written instrument of proxy, provided that, in the case of ordinary
shares the instrument of proxy is received by the Executive Board not later
than the date stated in the notice convening the meeting, or in the case of
ordinary shares, which are held by the trust office, the instrument of proxy is
received by the Executive Board not later than at the signing of the attendance
list prior to the commencement of the general meeting of shareholders. A proxy
as mentioned in this paragraph 2 can only be granted for a specific general meeting
of shareholders and will expire at the end of that general meeting of
shareholders.  3.If the voting rights
on a share accrue to the beneficiary of a life interest or to a pledgee,
instead of to the shareholder, the shareholder is also authorized to attend the
general meeting of shareholders and to address the meeting, provided that,
where it concerns ordinary registered shares, the Executive Board has been
notified of the intention to attend the meeting in accordance with paragraph 1.
Paragraph 2 applies analogously.  4.With respect to the
voting rights and the right to participate in meetings attached to ordinary
bearer shares, the company shall apply by analogy the provisions of Sections 88
and 89 Book 2 of the Dutch Civil Code and recognize as a shareholder the person
named in a written statement from a Necigef-participant as a
Necigef-beneficiary, entitled to a given number of ordinary bearer shares
belonging to such Necigef-participants collective deposit of ordinary bearer
shares in the company and remaining thus entitled until the close of the
meeting.  A holder of ordinary bearer shares or his proxy
shall only have admittance to the meeting if the foregoing statement has been
deposited not later than on the date stated in the notice convening the meeting
at the place mentioned therein  37 
   The receipt issued once such statement has been
deposited shall give admittance to the meeting. The foregoing provisions of
this paragraph 4 shall apply mutatis mutandis to each pledgee or usufructuary
of ordinary bearer shares in whom voting rights are vested or their proxy.  5.The Executive Board
has the power to determine in the notice convening the meeting that for the
application of section 117, subsections 1 and 2, of Book 2 of the
Netherlands Civil Code, the persons that are entitled to attend and address
meetings and to vote are the persons who have those rights on a determined day
and are entered as such in a register (or one or more parts thereof) that has
been designated for that purpose by the Executive Board, notwithstanding who is
entitled to those shares or depositary receipts at the time of the meeting. In
this matter the provisions of paragraph 1 up to and including 4 also apply on
the understanding that:  a.the statement of the
Necigef-participant as referred to in paragraph 4 does not have to include that
the person mentioned shall remain participant until the close of the meeting;  b.the requirement of
entry in the register that has been designated for that purpose by the
Executive Board shall substitute the requirement of depositing a statement as
referred to in this paragraph 4.  6.Each share confers
the right to cast one vote.  7.Each person entitled
to vote or his proxy shall sign the attendance list.  8.Each holder of
depository receipts shall be entitled to attend the general meeting of
shareholders and to address the meeting. Where registered depository receipts
are concerned, the provisions in paragraph 1 second and third sentence shall be
analogously applicable. Where bearer depository receipts of shares are
concerned, the certificates of depository receipts of shares must be deposited
at the place stated in the notice convening the meeting not later than the date
stated in the notice convening the meeting. The provisions in this paragraph
shall not be applicable to the beneficiary of a life interest and the pledgee
referred to in paragraph 1 and to the shareholders referred to in paragraph 3.  9.The right to attend
meetings in accordance with paragraph 8 may be exercised by a proxy authorised
in writing, provided that, without prejudice to the lodging requirement, the
form of proxy has been received by the Executive Board on the date stated in
the notice of the meeting at the latest. Paragraph 2 shall be analogously
applicable.  10.The date mentioned in
the notice of the meeting, referred to in the paragraphs 1, 4, 5 and 8, cannot
be prior than the seventh day prior to the date of the meeting. The date
mentioned in the notice of the meeting, referred to in the paragraphs 2 and 9,
cannot be prior than the third day prior to the date of the meeting.  38 
   11.The members of the
Supervisory Board and of the Executive Board shall be entitled to attend the
meeting and shall, as such, have the right to advise the general meeting of
shareholders.  12.The chairman shall
decide whether persons other than those who shall be admitted in accordance
with the above provisions of this article shall be admitted to the
meeting.  Article 43. Votes.  1.Except where the law
or the articles of association require a qualified majority, all resolutions
shall be adopted by absolute majority of the votes cast.  2.If in an election of
persons a majority is not obtained, a second free vote shall be taken. If again
a majority is not obtained, further votes shall be taken until either one
person obtains a majority or the election is between two persons only, both of
whom receive an equal number of votes. In the event of such further elections
(not including the second free vote), each election shall be between the
persons who participated in the preceding election, but with the exclusion of
the person who received the smallest number of votes in that preceding election.
If in a preceding election more than one person receives the smallest number of
votes, it shall be decided by lot which of these persons should not participate
in the new election. If there is a tie of votes in an election between two
persons, it shall be decided by lot who is elected, without prejudice to the
provision of the following paragraph.  3.If there is a tie of
votes in a vote other than a vote for the election of persons, the proposal is
thus rejected.  4.All votes may be cast
orally. The chairman is however entitled to decide a vote by a secret ballot.
If it concerns an election of persons, also a person present at the meeting and
entitled to vote can demand a vote by a secret ballot. Voting by secret ballot
shall take place by means of secret, unsigned ballot papers.  5.Abstentions and
invalid votes shall not be counted as votes.  6.Voting by acclamation
shall be possible if none of the persons present and entitled to vote objects
against it.  7.The provisions of the
articles 13 paragraphs 3 and 4, and 117, Book 2 of the Civil Code also apply to
the general meeting of shareholders.  Article 43A. Meeting of holders of shares of one
class.  1.Meetings of holders
of shares of one class shall be convened by the Executive Board or by the Supervisory
Board. The meetings shall be held as often as the Executive Board or the
Supervisory Board deems necessary, and also whenever such is required in
accordance with the law or the articles of association.  2.With regard to these
meetings, the provisions regarding the general meetings of shareholders shall,
to the extent possible, apply analogously.  39 
   CHAPTER XII. Convocations and notifications.  Article 44.  All
announcements for the general meetings of shareholders, all notifications
concerning dividend and other payments and all other communications to
shareholders and holders of depository receipts shall be effected by means of a
notice in a national daily paper and in the Official Price List, without
prejudice to the provisions of article 96a paragraph 4, Book 2 of the
Civil Code.  CHAPTER XIII. Amendment of the articles of association and
dissolution.  Article 45. Amendment to the articles of
association. Dissolution.  1.A resolution to amend
the articles of association or to dissolve the company shall only be adopted at
the proposal of the Executive Board which has been approved by the Supervisory
Board. Any amendment of the articles of association affecting the rights
attached to the preference shares C including but not limited to any amendment
providing for the creation of a class of shares with a preference to dividends,
distributions of reserves or liquidation distributions which is equal to or
higher than that of the preference shares C, shall also be subject to the prior
90% approval of the meeting of holders of preference shares C.  2.When a proposal to
amend the articles of association or to dissolve the company is to be submitted
to the general meeting, this must be mentioned in the notice of the general
meeting of shareholders or in the further announcement referred to in
article 38 paragraph 6 and, if an amendment to the articles of association
is to be discussed, a copy of the proposal, setting forth the text of the
proposed amendment verbatim, shall at the same time be deposited at the
companys office for inspection and shall be held available for shareholders
and holders of depository receipts free of charge until the end of the meeting.  Article 46. Liquidation.  1.In the event of
dissolution of the company by virtue of a resolution of the general meeting,
the members of the Executive Board shall be charged with the liquidation of the
business of the company and the Supervisory Board with the supervision thereof.  2.During liquidation,
the provisions of these articles of association shall remain in force as far as
possible.  3.From the balance
remaining after payment of debts there shall first be distributed as a
Liquidation Distribution to the holders of preference shares A and preference
shares C:  a.the sum of (x) an
amount equal to any unpaid dividend, whether declared or not, on the preference
shares A and the preference shares C in respect of any closed financial year,
which amount shall be calculated in  40 
   accordance with the provisions of
article 33, paragraph 1, increased by the interest as referred to in that
article, if applicable, to be calculated over the period ending on the date on
which the Liquidations Distribution shall become payable, and (y) an amount
equal to the dividend on the preference shares A and the preference shares C in
respect of the current financial year, which amount shall be calculated in
accordance with the provisions of article 33, paragraph 1, to be
calculated proportionally over the elapsed portion of that financial year
ending on the date on which the Liquidation Distribution shall become payable;
and  b.an amount per
preference share A and preference share C, equal to the yield basis A and yield
basis C respectively referred to in article 33 paragraph 1 under a.  If the balance is not sufficient therefor,
distribution shall be effected in proportion to the yield basis A and the yield
basis C respectively.  4.The balance
remaining after application of paragraph 3 there shall be distributed to the
holders of preference shares B:  a.any outstanding
dividend referred to in article 33 paragraph 1, which shall then be
calculated over the period ending on the date on which the liquidation payment
shall become payable; and  b.the nominal amount
paid on these shares.  If the balance is not sufficient therefor,
distribution shall be effected in proportion to the amounts paid on those
shares.  5.The balance then
remaining shall be distributed to the holders of ordinary shares in proportion
to the total amount of ordinary shares held by each of them.  6.The liquidation shall
otherwise be subject to the provisions of Title 1, Book 2 of the Civil Code.  - 0
- 0 - 0 - 0 - 0 -  41