**Exhibit 1**
The following is a translation from French into English of SCOR’s *Statuts*, orbylaws, as last amended on the May 18, 2004.
**ARTICLE 1 – FORM**
The company is a public limited company, governed by current and future law andby 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 DESVOITURES DE PARIS” and in 1866 became a public limited company under the name“COMPAGNIE GENERALE DES VOITURES A PARIS”. In 1977, the company adopted thename “C.G.V.” (Compagnie Générale des Voitures à Paris). The name “SCOR S.A.”was adopted in 1989 and the name “SCOR” in 1996.
**ARTICLE 3 –  CORPORATE AIMS**
The aims of the company, either directly or indirectly, and in all countries,is as follows:
a) insurance, reinsurance, cession or retrocession business of any nature inall classes and in all countries; transfer in any form of reinsurancecontracts or liabilities of any French or foreign company, organization, entityor association; creation, acquisition, rental, lease, installation andoperation 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 anymeans including but not limited to subscription for, transfer or acquisition ofshares, bonds, interests in private companies or partnerships and other equityrights; d) acquisition of equity investments or interests in any industrial,commercial, agricultural, financial, securities and real estate or otherundertaking, formation of any company, participation in any increases ofcapital, 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 suchcompanies or undertakings by any means and including but not limited to director indirect participation in any company or equity investment;
And generally all such industrial, commercial, financial, securities andreal estate transactions as may pertain to the above stated aims or as mayfacilitate 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.
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It may be moved to any place within the same or an adjacent department byresolution of the Board of Directors subject to ratification by theshareholders at the next Annual General Meeting.
**ARTICLE 5 – TERM**
The term of the company expires on June 30, 2024, unless dissolved earlier orextended by extraordinary resolution of the shareholders.
**ARTICLE 6 –  CAPITAL**
The authorized capital is EUR 645,335,978 divided into 819,269,070 shares ofstock.
By decisions of the Annual General Meeting of Shareholders, of the Board ofDirectors and of the Chairman on December 1, 2003, the Company increased itsshare capital via the issuance of 682,724,225 new ordinary shares with a parvalue of one euro each, plus a issue premium amounting to Euros 68,272,422,50.
**ARTICLE 7 – FORM, TRANSFER, AND CONVEYANCE OF SHARES**
Fully paid shares may either be registered or bearer shares depending on thechoice of the shareholder.
The Company may at all times request information from the securities clearinghouse in order to identify, under the applicable legal and regulatoryconditions, the holders of securities granting the immediate or eventual rightto vote in its Shareholder Meetings, as well as the quantity of securities heldby each and, if relevant, the restrictions that can be imposed on them.
Registered shares are transmitted by wire transfer to the relevant shareaccounts in accordance with the terms and conditions set forth by law.
In addition to the information required by law from Shareholders with a director indirect stake in the Company’s capital, all Shareholders are required,subject to the sanctions provided in articles L 233-14 and L 233-7 paragraph 6of the French Code of Commerce, to inform the Company by registered letter withproof of receipt of the total number of shares they hold within five workingdays of the date of becoming the holder, directly or indirectly, as describedin article L 233-7 paragraph 4 of the abovementioned Code, of a number ofshares in the capital crossing, upwards or downwards, a threshold correspondingto 2.5% of the capital.
**ARTICLE 8 – RIGHTS ATTACHED TO SHARES**
Each share shall give the holder one vote at General Meetings. In addition toa voting right, each share shall give the holder the right to a share of thecompany’s net assets, profits or surplus upon liquidation in proportion to thenumber and nominal value of shares in issue. On each occasion that a minimumnumber of shares is required to exercise a particular right, holders who do notown the minimum number may at their own initiative group their shares togetherfor the purpose of exercising the said right.
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**ARTICLE 9 – PAYMENT OF SHARES**
The Board of Directors shall fix the terms and conditions of payment for newshares issued for cash as a result of a resolution to increase the sharecapital.
Subscribers and shareholders shall be notified of payment calls on shares notless than fifteen days before the date appointed for each payment either by anotice placed in the legal gazette of the locality in which the company’sregistered office is situated or by registered personal letter.
If an amount remains unpaid after it has become due and payable, the personfrom whom it is due and payable shall without further formality or notice becharged penalty interest on the amount unpaid at a rate of 6% per annum, on adaily basis, with effect from the day it became due and payable and untilpayment of such penalty, without prejudice to any legal action which thecompany may take against the defaulting shareholder and any court orders whichmay be made.
**ARTICLE 10 – CORPORATE GOVERNANCE**
Irrespective of the number of employees, the company shall be governed by aBoard of Directors composed of the following:
1. Directors appointed by the annual general meeting of shareholders. Suchdirectors must be natural persons and their number shall not be less than ninenor more than eighteen.   Their term of office shall not exceed 6 years.     Directors or representatives of corporate bodies may not hold office afterthe age of 72. A Director reaching the age of 72 while in office shall retireat the expiry of the term of office determined at the General Meeting of theShareholders.
2. One director elected by the salaried personnel of the Company and that ofits direct or indirect subsidiaries whose registered office is domiciled inFrench territory.   The said director shall be elected for three years.     The status and method of election of this director are laid down in Article L.225-27 of the French Commercial Code and in these CompanyArticles.     The election shall take place according to the following timetable:  • the list of candidates and candidatures shall be posted three weeks beforethe date of the ballot,  • documents required for voting by correspondence shall be sent out two weeksbefore the date of the ballot,  • the election shall be so organized that the second round can take place atthe latest fifteen days before the end of the outgoing director’s term.
The election shall take place by majority vote in two rounds.
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Each candidature shall comprise the name of the candidate and of his or herreplacement.
Lists of candidates and candidatures other than those presented by a tradeunion having representative status at company level must be accompanied by adocument containing the names and signatures of one-twentieth of employeeseligible to vote.
In the event that the maintenance of an employee-elected director, as providedherein, calls for new elections to be held, these shall be organized at theearliest opportunity. The new director thus elected shall assume his or herduties upon proclamation of the results, and the Board may validly meet andvote until that date.
Each director, whether elected by the General Meeting of Shareholders or by thepersonnel, shall own at least one share throughout his or her term of office.
**ARTICLE 11 – PROCEEDINGS OF THE BOARD OF DIRECTORS**
Notice of meetings of the Board of Directors may be given in any mannerwhatever, including verbally. The Board of Directors shall transact businessin accordance with the quorum and voting majority required by law. In theevent of a tied vote, the Chairman shall have the casting vote providing he ischairing the meeting.
Any Director may attend a meeting of the Board of Directors and participatetherein by videoconference as provided in applicable regulations.
Minutes of each meeting shall be kept and copies or extracts of resolutionspassed 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 ofthe shareholders and the Directors shall split said fees among themselves andwhere applicable the controllers as they deem appropriate. The amount of feesthus fixed shall remain valid until amended by further resolution of theshareholders.
The Board may also grant exceptional remuneration to Directors in thecircumstances and under the terms set forth by law.
**ARTICLE 14 – ORGANIZATION OF THE BOARD OF DIRECTORS**
The Board of Directors shall elect a Chairman from among its members.
The Chairman is responsible for organizing and directing its work, and shallreport on it to the Annual General Meeting. He is responsible for the properfunctioning of all parts of the Company.
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The age-limit for election to the position of Chairman is 65 years of age. Ifthe sitting Chairman reaches this age, he shall retire as a matter of course atthe end of the next Annual General Meeting.
As an exception to this rule, however, the Board of Directors may extend theChairman’s mandate, when he reaches the age limit, once only and for a maximumperiod not exceeding the date of the Annual General Meeting called to approvethe accounts for the second financial year following the one in which hereaches 65 years of age.
The Board of Directors may appoint a Vice-Chairman from among its members,whose duties are to call and chair Board meetings in the absence of theChairman. He may also constitute study committees to formulate proposals andobtain any opinions he may wish to hear.
**ARTICLE 15 – CHIEF EXECUTIVE OFFICERS**
Responsibility for the management of the Company lies with either the Chairmanof the Board of Directors or another person reporting to him, nominated by theBoard of Directors and bearing the title of Chief Executive Officer.
Upon the appointment of the Chairman, the Board of Directors shall choosebetween the two means of exercising the role mentioned in the previousparagraph.
When the said role is taken by the Chairman of the Board of Directors, theprovisions of the present article relating to the Chief Executive Officer shallapply to him.
The Chief Executive Officer shall have full powers to act in the name of theCompany under all circumstances. In exercising these powers he shall be limitedby the Company’s aims and the restrictions explicitly placed by law onshareholder meetings or the Board of Directors.
He shall represent the Company in its dealings with third parties.
On the initiative of the Chief Executive Officer the Board of Directors mayappoint up to five Executive Vice Presidents under the conditions laid down bylaw. In relation to third parties, the Executive Vice Presidents shall have thesame powers as the Chief Executive Officer.
Nobody aged over 65 years may be appointed as Chief Executive Officer orExecutive Vice President. If the sitting Chief Executive Officer or ExecutiveVice President reaches this age, he shall retire as a matter of course at theend of the next Annual General Meeting.
However, the Board of Directors may exceptionally extend the Chief ExecutiveOfficer’s or Executive Vice President’s mandate on one occasion when he reachesthe age limit, for a maximum period which may not exceed the date of the AnnualGeneral Meeting called to approve the accounts for the second financial yearfollowing the one in which he reaches the age of 65.
**ARTICLE 16 – CONTROLLERS**
The company may by ordinary resolution appoint controllers comprising one ormore members up to a maximum of four.
Non-voting directors shall be elected for a period of two years renewablewithout limit.
If the controllers comprise fewer than four members, the Board of Directors mayif it deems expedient in the interests of the company, provisionally appointone or more members. In this event, such appointments shall subsequently beratified 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 ofthe outgoing member.
No one over the age of 72 may be appointed as controller. If a controllerreaches the age of 72 while in office, he shall be deemed to have retired atthe next Annual General Meeting.
Controllers shall attend Board Meetings in a consultative capacity. They maypresent a report at the shareholders’ meetings if they deem it appropriate.
**ARTICLE 17 – AUDITORS**
One or more Statutory Auditors shall be appointed and shall perform their auditduties in accordance with the law.
Their fees are fixed by law or, failing that, by ordinary resolution of theshareholders.
**ARTICLE 18 – SHAREHOLDERS’ MEETINGS**
Shareholders’ meetings shall be convened and shall proceed as prescribed bylaw.
Meetings shall be held either at the company’s registered office or at anyother place indicated in the notice of meeting.
Any shareholder may attend a Shareholder’s Meeting, either in person or byproxy, by giving proof of his identity and ownership of his shares, whetherthese are registered in his name or by presenting a certificate issued by theapproved intermediary holding the shares. The time period during which sharesshall be restricted prior to the date of the Shareholder’s Meeting shall bedetermined by the Board of Directors.
Subject to the terms and conditions set forth by law and regulations,shareholders may send their proxies or votes by correspondence for anyshareholder’s meeting, either in paper format, or, if approved by the Board ofDirectors, by electronic means. The deadline for returning votes bycorrespondence shall be determined by the Board of Directors.
The Board of Directors may also determine that shareholders may participate inand vote at any shareholder’s meeting by videoconference or by any other modeof telecommunication permitting shareholders to be identified, as provided inregulations.
Meetings shall be chaired by the Chairman of the Board of Directors, or by aDirector appointed specifically for that purpose by the Board.
Minutes of the meeting shall be kept and copies thereof certified and issued inaccordance with the law.
**ARTICLE 19 – FINANCIAL YEAR – APPROPRIATION OF PROFIT**
Each financial period shall comprise one full calendar year commencing on 1January and closing on 31 December of the same year.
Each year, amounts to be transferred to reserves as provided by law shall bededucted from the net profit for the year less any prior-year losses whereapplicable.
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Profit available for distribution comprises the net profit for the year, lessprior-year losses and all sums transferred to reserves pursuant to the law,plus any retained earnings.
All or part of the profit available for distribution may be transferred byordinary resolution of the shareholders to any discretionary, ordinary orextraordinary reserves or again to retained earnings as deemed appropriate.
Any remaining balance shall be divided between all the shares in proportion totheir unredeemed paid-up value.
The company may by ordinary resolution distribute all or part of thediscretionary reserves in the form of a full or partial dividend or as anexceptional distribution; in this case, the resolution shall specify the sumsto be deducted from each reserve.
The company may by ordinary resolution take all steps necessary to give eachshareholder the option of receiving all or part of a dividend or interimdividend in the form of shares in the company, in accordance with the terms andconditions set forth by law.
**ARTICLE 20 – LIQUIDATION**
In the event of dissolution of the Company, one or more liquidators shall beappointed by ordinary resolution of the shareholders.
The liquidator shall represent the company and have full powers to realize theCompany’s assets, including by voluntary arrangement. The liquidator shall beauthorized to pay the company’s creditors and distribute any surplus.
The company may by ordinary resolution authorize the liquidator to expeditebusiness in progress or to contract new business for the purposes of completingthe liquidation.
Any surplus remaining after repayment of the nominal value of the shares shallbe distributed among the shareholders in the same proportion as their holdingin the share capital of the company.
**ARTICLE 21 – DISPUTES**
Any disputes relating to the affairs of the company arising during the term ofthe company or during its liquidation, either between the company and itsshareholders or between the shareholders themselves, shall be submitted to thejurisdiction of the competent courts.
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