RHODIA
                                     ------

                     Annual General Meeting of Shareholders
                                  May 13, 1998

> 11th resolution (Authorization to the Board of Directors to grant stock
subscription and purchase options)

The Special Meeting of Shareholders, after having read the Board of Director's
management report and the statutory auditors' special report, subject to the
condition precedent of the listing of the company's shares on a Paris Bourse
regulated market:

o    empowers the Board of Directors, pursuant to Section 208-1 to 208-8-1 of
     the French Companies Act of July 24, 1966, to grant, in one or more
     transactions, options entitling beneficiaries to subscribe for new shares
     in the company, which are issued to increased capital, or to purchase the
     company's existing shares which are repurchased as allowed by law. This
     power is granted to the Board of Directors for a period of five years as of
     the date of this Shareholders Meeting.

o    resolves that the beneficiaries of these options shall be:
     - employees, or certain employees
     - to corporate officers ("mandataires sociaux") as defined by law, of
       the company, and of the companies or "groupements d'interet
       economique" which are either directly or indirectly affiliated to it
       as defined in Section 208-4 of the aforementioned law;

o    resolves to set the maximum nominal amount of the stock subscription or
     purchase options granted to the beneficiaries at French Francs 725,000,000,
     or its equivalent value in euros;

o    resolves, in the event a stock subscription option is granted, that the
     beneficiaries' subscription price shall be determined on the day the
     options are granted by the Board of Directors and shall not be less than
     80% of the average opening price of the shares on the Paris Bourse Monthly
     Settlement Market, during the twenty trading days preceding the day the
     subscription options are granted;

o    resolves, in the event a stock purchase option is granted, that the
     beneficiaries' purchase price shall be determined on the day the options
     are granted by the Board of Directors and shall not be less than 80 % of
     the average opening price of the shares on the Paris Bourse Monthly
     Settlement Market during the twenty trading days preceding the day the
     purchase options are granted, nor shall be less than 80 % of the average
     purchase price of the shares held by the company pursuant to Sections 217-1
     and 217-2 of the Act of July 24, 1966;

o    resolves that no option to subscribe for or purchase shares shall be
     granted less than twenty trading days after the detaching from the shares
     of a coupon entitling its bearer to a dividend or a pre-emptive right to
     subscribe to a capital increase;
<PAGE>

o    notes that, pursuant to Section 208-2 of the Act of 1966, the present
     delegation of power requires that shareholders waive their pre-emptive
     right to subscribe to the shares that will be issued as options are
     exercised in favour of the beneficiaries;

o    fully empowers the Board of Directors to determine other terms and
     conditions for granting and exercising stock options and in particular to :
     - specify the terms according to which the options will be granted and
       drawing up the list of option beneficiaries as specified above;
       determine the conditions under which the price and the number of
       shares may be adjusted, particularly in the various cases specified in
       Sections 174-8 to 174-16 of Decree N(degree) 67-236 of March 23, 1967.
     - specify the period(s) for exercising the options thus granted, it
       being understood that the duration of options cannot exceed ten years
       after the date they are granted,
     - provide for the possibility of temporarily suspending the exercising
       of options for a maximum of three months in the event of financial
       transactions that involve the exercising of share rights.
     - execute or carry out, or have executed or carried out, any instruments
       of formalities required to finalize the capital increase or increases
       that may be made by virtue of the authorization granted under this
       resolution; modify the Articles of incorporation accordingly and in
       general do all that may be necessary.
     - and, if it deems necessary, charge the expenses, taxes and fees
       related to the capital increases to the amount of the corresponding
       premiums and take from this amount the sums necessary to bring the
       legal reserve to one tenth of the level of the new capital after each
       capital increase.


<PAGE>

                                     RHODIA
                                     ------

                     Annual General Meeting of Shareholders
                            Tuesday, April 18, 2000

> 17th resolution (Authorization to the Board of Directors to grant stock
subscription and purchase options)

The Special Meeting of Shareholders, after having read the Board of Director's
management report and the statutory auditors' special report

o    empowers the Board of Directors, pursuant to Section 208-1 to 208-8-1 of
     the French Companies Act of July 24, 1966, to grant, in one or more
     transactions, options entitling beneficiaries to subscribe for new shares
     in the company, which are issued to increased capital, or to purchase the
     company's existing shares which are repurchased as allowed by law. This
     power is granted to the Board of Directors for a period of three years as
     of the date of this Shareholders Meeting.

o    resolves that the beneficiaries of these options shall be
     - employees, or certain employees
     - to corporate officers ("mandataires sociaux") as defined by law,
     of the company, and of the companies or "groupements d'interet economique"
     which are either directly or indirectly affiliated to it as defined in
     Section 208-4 of the aforementioned law;

o    resolves to set the maximum nominal amount of the stock subscription or
     purchase options granted to the beneficiaries at euros 110,000,000;

o    resolves, in the event a stock subscription option is granted, that the
     beneficiaries' subscription price shall be determined on the day the
     options are granted by the Board of Directors and shall not be less than 95
     % of the average opening price of the shares on the Paris Bourse Monthly
     Settlement Market or any other equivalent Market which shall replace it,
     during the twenty trading days preceding the day the subscription options
     are granted;

o    resolves, in the event a stock purchase option is granted, that the
     beneficiaries' purchase price shall be determined on the day the options
     are granted by the Board of Directors and shall not be less than 95 % of
     the average opening price of the shares on the Paris Bourse Monthly
     Settlement Market or any other equivalent Market which shall replace it,
     during the twenty trading days preceding the day the purchase options are
     granted, nor shall be less than 95 % of the average purchase price of the
     shares held by the company pursuant to Sections 217-1 and 217-2 of the Act
     of July 24, 1966;

o    resolves that no option to subscribe for or purchase shares shall be
     granted less than twenty trading days after the detaching from the shares
     of a coupon entitling its bearer to a dividend or a pre-emptive right to
     subscribe to a capital increase;
<PAGE>

o    notes that, pursuant to Section 208-2 of the Act of 1966, the present
     delegation of power requires that shareholders waive their pre-emptive
     right to subscribe to the shares that will be issued as options are
     exercised in favour of the beneficiaries;

o    fully empowers the Board of Directors to determine other terms and
     conditions for granting and exercising stock options and in particular to :
     - specify the terms according to which the options will be granted and
       drawing up the list of option beneficiaries as specified above;
       determine the conditions under which the price and the number of
       shares may be adjusted, particularly in the various cases specified in
       Sections 174-8 to 174-16 of Decree N(degree) 67-236 of March 23, 1967.
     - specify the period(s) for exercising the options thus granted, it
       being understood that the duration of options cannot exceed twelve
       years after the date they are granted,
     - provide for the possibility of temporarily suspending the exercising
       of options for a maximum of three months in the event of financial
       transactions that involve the exercising of share rights.
     - execute or carry out, or have executed or carried out, any instruments
       of formalities required to finalize the capital increase or increases
       that may be made by virtue of the authorization granted under this
       resolution; modify the Articles of incorporation accordingly and in
       general do all that may be necessary.
     - and, if it deems necessary, charge the expenses, taxes and fees
       related to the capital increases to the amount of the corresponding
       premiums and take from this amount the sums necessary to bring the
       legal reserve to one tenth of the level of the new capital after each
       capital increase.

This delegation of powers voids, but without retroactive effect, any prior
delegation of powers concerning the granting of options to subscribe for or
purchase shares pursuant to Sections 208-1 to 208-8-1 of the Act of July 24,
1933.


<PAGE>

                                     RHODIA
                                     ------

                     Annual General Meeting of Shareholders
                             Tuesday, May 21, 2002

>24th RESOLUTION (Delegation to be given to the Board of Directors to grant
share subscription or purchase options)

The Special Shareholders' Meeting, after having read the Board of Director's
management report and the statutory auditors' special report:

     o    delegates to the Board of Directors, pursuant to the provisions of
          Sections L 225-177 to L 225-185 of the French Commercial Code, the
          necessary powers to grant, on one or more occasions, options granting
          entitlement to the subscription of new shares of the Company to be
          issued in connection with a capital increase or the purchase of
          outstanding shares of the Company bought back in accordance with the
          law. The Board of Directors is granted said option for a 26-month
          period as from the date of this Meeting.

     o    decides that the beneficiaries of the options shall be:

          o    firstly, the employees or some of them.

          o    secondly, the corporate officers defined by law or some of them.

          of the Company and of companies or of economic interest groupings
          directly or indirectly affiliated with it in accordance with the
          conditions set forth in Section L 225-180 of the French Commercial
          Code.

     o    decides to set the overall maximum nominal amount of the shares to
          which subscription or purchase options granted to the beneficiaries
          may grant entitlement at 6,000,000 euros.

          In the event the Meeting fails to adopt the twenty-second resolution,
          the amount of 6,000,000 euros shall be increased to 90 million euros.

     o    decides, in the event subscription options are granted, that the
          subscription price of the shares payable by the beneficiaries shall be
          determined on the date on which the Board of Directors grants the
          options and such price may not be less than 95% of the average of the
          quoted prices of the share on the First Market of Euronext Paris or
          any other like market that may replace it during the 20 trading
          sessions preceding the date on which the subscription options are
          granted.

     o    decides, in the event purchase options are granted, that the purchase
          price of the shares payable by the beneficiaries shall be determined
          on the date on which the Board of Directors grants the options and
          such price may not be less than 95% of the average of the quoted
          prices of the share on the First Market of Euronext Paris or any other
          like market that may replace it during the 20 trading sessions
          preceding the date on which the purchase options are granted or less
          than 95 % of the average purchase price of shares held by the Company
          pursuant to Sections L 225-208 and L 225-209 of the French Commercial
          Code.

     o    formally notes that the subscription or purchase options may be
          granted only in compliance with the time limits set pursuant to the
          provisions of Section L 225-177 of the aforementioned code.

     o    formally notes, pursuant to article L 225-178 of the French Commercial
          Code, that this delegation entails, in favor of the beneficiaries of
          the subscription options, express waiver by the shareholders of their
          preferential subscription right to the shares to be issued as and when
          the options are exercised.


<PAGE>

     o    delegates all powers to the Board of Directors to define the other
          terms and conditions applicable to the granting of options and the
          exercise thereof and, in particular, to:

          o    define the terms under which the options shall be granted, in
               particular, restrict, limit or prohibit (i) the exercise of
               options or (ii) the sale or the conversion into bearer shares of
               shares subscribed for or bought, as the case may be, by the
               exercise of options during certain periods or as from certain
               events and draw up the list of beneficiaries of the options as
               provided for above; decide on the terms under which the price and
               number of shares may be adjusted, particularly, in the various
               scenarios provided for in Sections 174-8 to 174-16 of Decree No.
               67-236 of March 23, 1967,

          o    set the period(s) for exercising the options thus granted. It
               being understood that the term of the options may not exceed a
               twelve-year period as from the date of granting thereof.

          o    provide for the possibility of temporarily suspending the
               exercise of options during a maximum period of three months in
               the event of financial transactions involving a right attached to
               the shares.

          o    complete or arrange for the completion of all legal instruments
               and formalities with a view to finalizing the capital increases
               that may be made pursuant to the authorization granted in this
               resolution; amend the articles of incorporation accordingly and
               in general do whatever is necessary or useful.

          o    at its sole decision and if it deems so appropriate, charge the
               costs of the capital increases to the amount of the premiums
               related to said increases and draw from said amount the sums
               necessary to bring the legal reserve to one-tenth of the new
               share capital after each increase.

This delegation invalidates any prior delegation relating to the granting of
share subscription or purchase options pursuant to Sections L 225-177 to L
225-185 of the French Commercial Code for the non-used part thereof on the date
of this Meeting.