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Exhibit 2

The following is a translation from French into
English of SCORs Statuts or charter of the Company,
as amended at the January 14, 2002 board of directors
meeting.

ARTICLE 1  FORM

The Company is a public limited company, governed
by the provisions of current and future law and by this
Memorandum and Articles of Association.

ARTICLE 2  NAME

The Companys name is SCOR.

The Company was founded in 1855 under the name
COMPAGNIE IMPERIALE DES VOITURES DE PARIS and in
1866 became a public limited company under the name
COMPAGNIE GENERALE DES VOITURES A PARIS. Then, in
1977, the Company adopted the name C.G.V. (Compagnie
Générale des Voitures à Paris). The name
SCOR S.A. was realized in 1989 and the name
SCOR in 1996.

ARTICLE 3  CORPORATE
PURPOSE

The corporate purpose of the Company either
directly or indirectly in all countries shall be as follows:



|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a) | insurance, reinsurance, cession or retrocession
    business of any nature in all classes and in all countries;
    transfer in any form of reinsurance contracts or liabilities of
    any French or foreign company, organisation, entity or
    association; creation, acquisition, rental, lease, installation
    and operation of any undertaking for the purpose of carrying on
    such business;
|  
|b) | construction, rental, operation or purchase of
    any building;                                                                                                                                                                                                                                                                                                                                         
|  
|c) | acquisition and management of all securities and
    other equity rights by any means including but not limited to
    subscription for, transfer or acquisition of shares, bonds,
    interests in private companies or partnerships and other equity
    rights;                                                                                                                                       
|  
|d) | acquisition of equity investments or interests in
    any industrial, commercial, agricultural, financial, securities
    and real estate or other undertaking, formation of any company,
    participation in any increases of capital, mergers, break-ups
    and partial conveyances;                                                                                                                 
|  
|e) | administration, management and control of any
    company or other undertaking, direct or indirect participation
    in all transactions carried out by such companies or
    undertakings by any means and including but not limited to
    direct or indirect participation in any company or equity
    investment;                                                                                   

And generally all such industrial, commercial,
financial, securities and real estate transactions as may
pertain to the above stated aims or as may facilitate the
implementation or pursuit thereof.

ARTICLE 4  REGISTERED
OFFICE

The Companys registered office is located
at 1, Avenue du Général de Gaulle, 92800 PUTEAUX.

It may be moved to any place within the same or
an adjacent department by resolution of the Board of Directors
subject to ratification by the shareholders at the next Annual
General Meeting.

ARTICLE 5  TERM

The term of the Company expires on 30 June
2024, unless dissolved earlier or extended by extraordinary
resolution of the shareholders.

ARTICLE 6  SHARE CAPITAL

The share capital of the Company is
157,191,002 euros, divided into 41,244,216 shares.

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On 27 December 1990, a merger between SCOR
S.A. and SOCIETE COMMERCIALE DE REASSURANCE resulted in the
entire net assets of SOCIETE COMMERCIALE DE REASSURANCE
amounting to 2,647,699,571 francs being transferred to SCOR S.A.
Since SCOR S.A. was the sole shareholder in SOCIETE COMMERCIALE
DE REASSURANCES, the transfer did not take place under the terms
and conditions set forth in Article L 236-11 of the French
Code of Commerce.

On 27 December 1990, a merger between SCOR
S.A. and UAP Réassurances resulted in the entire net assets
of UAP Réassurances amounting to 1,060,155,784 francs being
transferred to SCOR S.A., in consideration for which 100 new
shares in SCOR S.A. were issued to the shareholders of UAP
Réassurances.

By extraordinary resolution dated 18 March
1993, the shareholders of SCOR S.A. approved the acquisition of
shares in COMPAGNIE FRANCAISE POUR LE COMMERCE EXTERIEUR from
CAISSE DES DEPOTS ET CONSIGNATIONS-PARTICIPATIONS, UAP I.A.R.D.
and UAP VIE, in consideration for which 620,000 new shares in
SCOR S.A. were issued to the vendors pro rata to the number of
shares sold.

The Company may introduce stock option plans for
the benefit of the employees of either SCOR S.A. or its
subsidiaries in accordance with Articles L 225-177 and seq.
of the French Code of Commerce. The Company may also deal in its
own shares on the Stock Exchange under the terms and conditions
set forth in Article L 225-209 of the French Code of
Commerce.

At the time of the merger of HCS, made official
20 December 1995, HCSs capital contribution to SCOR
S.A. came to a net value of 2,511,119,679 francs, paid by
distributing 13,105,555 shares to the shareholders of the merged
company.

ARTICLE 7  FORM, TRANSFER, AND
CONVEYANCE OF SHARES

Fully paid shares may either be registered or
bearer shares depending on the choice of the shareholder.

The Company may at any time in accordance with
legislation and regulations in effect request the organisation
responsible for clearing shares to disclose information on the
identity, nationality and address of persons holding shares
giving an immediate or future right to vote at
shareholders meetings, the number of shares held by each
person and where applicable any restrictions attached to the
shares.

Registered shares are transmitted by wire
transfer to the relevant share accounts in accordance with the
terms and conditions set forth by law.

In addition to information which direct or
indirect shareholders in the Company are required to disclose by
law, any person who acquires shares in the Company, either
directly or indirectly within the meaning of Article L
233-7 paragraph 4 of the French Code of Commerce, resulting
in that person holding more than 2.5% of the Companys
issued share capital shall, no later than five working days
after the date of acquisition of said shares, disclose the total
number of shares held in the Company by registered letter. The
penalties for breaching the provisions of this paragraph are set
forth in Article L 233-14 and Article L 233-7
paragraph 6 of the aforesaid French Code of Commerce.

ARTICLE 8  RIGHTS ATTACHED TO
SHARES

Each share shall give the holder one vote at
General Meetings. In addition to a voting right, each share
shall give the holder the right to a share of the Companys
net assets, profits or surplus upon liquidation in proportion to
the number and nominal value of shares in issue. On each
occasion that a minimum number of shares is required to exercise
a particular right, holders who do not own the minimum number
may at their own initiative group their shares together for the
purpose of exercising the said right.

ARTICLE 9  CALLS ON
SHARES

The Board of Directors shall fix the terms and
conditions of payment for new shares issued for cash as a result
of a resolution to increase the share capital.

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Subscribers and shareholders shall be notified of
calls on shares no later than fifteen days before the date
appointed for each payment either by a notice placed in the
legal gazette of the town in which the Companys registered
office is situated or by registered personal letter.

If an amount remains unpaid after it has become
due and payable, the person from whom it is due and payable
shall without further formality or notice be charged penalty
interest on the amount unpaid at a rate of 6% per annum, on a
daily basis, with effect from the day it became due and payable
until it is paid, without prejudice to any legal action which
the Company may take against the defaulting shareholder and any
court orders which may be made.

ARTICLE 10  CORPORATE
GOVERNANCE

Irrespective of the number of employees, the
Company shall be governed by a Board of Directors composed of
the following:



|   |                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Directors, who must be natural persons, are
    appointed by the annual shareholders meeting. Their number
    shall not be less than nine or more than eighteen.

Their term of office shall not exceed
6 years.



| |                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Directors or representatives of corporate bodies
    may not hold office after the age of 72. If a Director reaches
    the age of 72 whilst in office, he shall retire at the
    conclusion of the term of office determined at the General
    Meeting of the Shareholders.



|   |                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Directors elected by the salaried employees of
    the Company and its direct or indirect subsidiaries whose
    registered office are located on French territory.

They shall number two, one of whom shall
represent executive staff and the other non-executive staff.

Their term of office shall be three years.



| |                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The status and method of election of these
    Directors is set forth in Article L 225-27 of the French
    Code of Commerce and in these Articles of Association.

The schedule for elections shall be as follows:



| |   |                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | notification of the elections shall be displayed
    six weeks prior to the date of the ballot                                                                                          
|
| |  | candidates shall lodge their candidature four
    weeks prior to the date of the ballot                                                                                                 
|
| |  | the list of candidates and candidatures shall be
    displayed three weeks prior to the date of the ballot;                                                                             
|
| |  | postal vote forms shall be sent two weeks prior
    to the date of the ballot;                                                                                                          
|
| |  | the elections shall take place such that the
    second round of the ballot shall be held no later than fifteen
    days prior to the end of the outgoing Directors term of
    office.

One seat on the Board shall be filled by a
representative of the executive electorate and one by a
representative of the non-executive electorate.

The elections for both electorates shall take the
form of ballot by majority vote over two rounds.

Each candidature shall contain the name of the
candidate and his deputy, if any.

The list of candidates and candidatures other
than those proposed by a trade union representing all the
employees shall be accompanied by a document containing the
names and signatures of at least one twentieth of the electorate.

If new elections are required to maintain the
number of Directors elected by the salaried employees at the
number required under these Articles of Association, they shall
be held without delay. The new Directors thus appointed shall
take office with effect from the date on which the results of
the elections are made known, and until that date the Board of
Directors may meet to transact business.

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Each Director, whether appointed by the
shareholders or elected by the employees, shall throughout his
entire term of office, own at least one share in the Company.

ARTICLE 11  PROCEEDINGS OF THE
BOARD OF DIRECTORS

Notice of meetings of the Board of Directors may
be given in any manner whatsoever, even verbally. The Board of
Directors shall transact business in accordance with the quorum
and voting majority required by law. In the event of a tie, the
Chairman shall have the casting vote providing he is chairing
the meeting.

Any director may attend a meeting of the Board of
Directors and participate therein by videoconference as provided
for in applicable regulations.

Minutes of each meeting shall be kept and copies
or extracts of resolutions passed shall be issued and certified
in accordance with the law.

ARTICLE 12  POWERS OF THE BOARD OF
DIRECTORS

The Directors may exercise all the powers vested
in them by law.

ARTICLE 13  COMPENSATION OF
DIRECTORS AND CONTROLLERS

The total amount of Directors fees shall be
fixed by ordinary resolution of the shareholders and the
Directors shall split said fees amongst themselves and where
applicable the controllers as they deem appropriate. The amount
of fees thus fixed shall remain valid until amended by further
resolution of the shareholders.

The Board may also grant exceptional remuneration
to Directors in the circumstances and under the terms set forth
by law.

ARTICLE 14  CHAIRMAN AND CHIEF
OPERATING OFFICER

The Directors shall appoint one of their numbers
to be Chairman of the Board.

The Directors may also appoint one of their
number to be Vice-Chairman who shall be responsible for calling
and chairing Board meetings in the absence of the Chairman, and
at the proposal of the Chairman and in accordance with the
provisions of law, one or two of their number to be Chief
Operating Officers. They may also set up special committees to
examine and make proposals on given issues and take advice from
any advisers they deem appropriate.

No Director over the age of 65 may be
appointed Chairman or Chief Operating Officer. If either the
Chairman or a Chief Operating Officer reaches the age of 65
whilst in office, he shall be deemed to have retired at the
conclusion of the next Ordinary General Meeting.

However, the Directors may exceptionally and on
one occasion only, extend the term of office of a Chairman or
Chief Operating Officer who has reached the age of 65 for a
period expiring no later than the date of the Ordinary General
Meeting held to adopt the accounts for the second financial year
following the year in which the Chairman or Chief Operating
Officer reached the age of 65.

ARTICLE 15  CONTROLLERS

The Company may by ordinary resolution appoint
controllers comprising one or more members up to a maximum of
four.

The term of office of the controllers shall be
five years and members may be re-appointed.

If the controllers comprise fewer than four
members, the Board of Directors may if it deems expedient in the
interest of the Company, provisionally appoint one or more
members. In this event, such appointments shall subsequently be
ratified by ordinary resolution of the shareholders.

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Equally, if a controllers seat is vacated
between two shareholders Meetings, the Board of Directors
may provisionally appoint a member to fill the vacancy, subject
to subsequent ratification by ordinary resolution of the
shareholders.

The term of office of a controller thus appointed
shall be the same as that of the outgoing member.

No one over the age of 72 may be appointed
as controller. If a controller reaches the age of 72 whilst in
office, he shall be deemed to have retired at the next Ordinary
General Meeting.

Controllers shall attend Board Meetings in a
consultative capacity. They may present a report at the
shareholders meetings if they deem it appropriate.

ARTICLE 16  AUDITORS

One or more statutory Auditors shall be appointed
and carry out their audit duties in accordance with the law.

Their fees are fixed by law or failing that by
ordinary resolution of the shareholders.

ARTICLE 17  SHAREHOLDERS
MEETINGS

Shareholders meetings shall be convened and
shall proceed in accordance with the provisions of the law.

The meetings shall be held either at the
Companys registered office or at any other place indicated
in the notice of meeting.

Any shareholder may participate, whether
personally or by proxy, in a Shareholders Meeting by
proving his identity and ownership of his shares, whether they
are registered in his name or by presenting a certificate issued
by the approved intermediary holding the shares. The time period
during which shares shall be restricted prior to the date of the
Shareholders Meeting shall be determined by the Board of
Directors.

Shareholders may, subject to the terms and
conditions set forth by law and regulations, send their proxies
or votes by correspondence for any shareholders meeting,
either in paper format, or, if approved by the Board of
Directors, by electronic means. The deadline for returning votes
by correspondence shall be determined by the Board of Directors.

The Board of Directors may also determine that
shareholders may participate in and vote at any
shareholders meeting by videoconference or by any other
mode of telecommunication that permits shareholders to be
identified, as provided for in applicable regulations.

Meetings shall be chaired by the Chairman of the
Board of Directors or failing him by a Director appointed
specifically for that purpose by the Board.

Minutes of the meeting shall be kept and copies
thereof certified and issued in accordance with the law.

ARTICLE 18  FINANCIAL
YEAR  APPROPRIATION OF PROFITS

Each financial period shall comprise one full
year commencing on 1 January and closing on
31 December of the same year.

Each year, amounts to be transferred to reserves
pursuant to the provisions of the law shall be deducted from the
net profit for the year less any prior year losses where
applicable.

Distributable profits comprise the net profit for
the year, less prior year losses and all sums transferred to
reserves pursuant to the law, plus any retained earnings.

All or part of the distributable profits may be
transferred by ordinary resolution of the shareholders to any
discretionary, ordinary or extraordinary reserves or again to
retained earnings as deemed appropriate.

Any remaining balance shall be divided between
all the shares in proportion to their paid up unredeemed value.

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The Company may by ordinary resolution distribute
all or part of the discretionary reserves in the form of a full
or partial dividend or as an exceptional distribution; in this
case, the resolution shall specify the sums to be deducted from
each reserve.

The Company may by ordinary resolution do all
things necessary to give each shareholder the option of
receiving all or part of a dividend or interim dividend in the
form of shares in the Company in accordance with the terms and
conditions set forth by law.

ARTICLE 19 
LIQUIDATION

If the Company is dissolved, one or more
liquidators shall be appointed by ordinary resolution of the
shareholders.

The liquidator shall represent the Company and
have full powers to realise the Companys assets, even
under a voluntary arrangement. The liquidator shall be
authorised to pay the Companys creditors and distribute
any surplus.

The Company may by ordinary resolution authorise
the liquidator to continue business in progress or to contract
new business for the purposes of completing the liquidation.

Any surplus remaining after repayment of the
nominal value of the shares shall be distributed amongst the
shareholders in the same proportion as their holding in the
share capital of the Company.

ARTICLE 20  DISPUTES

Any disputes relating to the affairs of the
Company arising during the term of the Company or during its
liquidation either between the Company and its shareholders or
between the shareholders themselves shall be submitted to the
jurisdiction of the appropriate courts.

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