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EXHIBIT 1.1



ROYAL DUTCH
N.V. KONINKLIJKE NEDERLANDSCHE
PETROLEUM MAATSCHAPPIJ
(ROYAL DUTCH PETROLEUM COMPANY)





ARTICLES
OF
ASSOCIATION





MAY 2002
Translated from the Authentic Dutch Text



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N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM
MAATSCHAPPIJ

(ROYAL DUTCH PETROLEUM COMPANY)

Established 16th June, 1890

Articles of Association

as last amended by notarial deed executed on 31st May, 2002




Name, duration and domicile

Article 1



|1. |  | The name of the company is:
N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM MAATSCHAPPIJ.    
|-- |  | --------------------------------------------------------------------------------------
|  
|2. |  | The Company was founded on 16th June, 1890, and shall continue for an
indefinite time.
|  
|3. |  | It is established in The Hague.                                                       




Object

Article 2



|1. |  | The object of the Company is the foundation of, participation in and
management and financing of limited liability and other companies or
undertakings which are engaged in one or more branches of the oil, natural
gas or chemical industry, in mining, power generation and distribution,
renewables or in one or more other branches of business.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | It is further entitled in general to do all that is useful or necessary
for the attainment of its object or that is connected therewith in the
widest sense.                                                                                                                                                                                         




Capital

Article 3



|1. |  | The authorised capital of the Company is fixed at  1,792,000,000, and is
divided into 1,500 priority shares with a par value of  448 and
3,198,800,000 shares with a par value of  0.56 each.                                                                                                                                                                                                                                                                                                                                                  
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | With due observance of the statutory provisions the Company may for its
own account for a consideration acquire fully paid shares and fully paid
priority shares in its capital. For such an acquisition the authorisation
of the general meeting of shareholders shall be required by the Board of
Management, except if and in so far as shares are acquired in order to be
assigned to employees of the Company or employees of a legal entity with
which it is associated in a group, by virtue of an arrangement applicable
to the employees.



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Issue of shares

Article 4



|1. |  | The general meeting of shareholders may designate the Board of Management
for a period in each case of not longer than five years as the competent
body to take decisions, other than by virtue of the provisions of the
sixth paragraph of this Article and the sixth paragraph of Article 36, for
the issue of shares not yet issued up to a number to be fixed in
connection with the designation. The Board of Management shall be entitled
to perform legally binding acts:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a.                                                                                                                                                                                                                                                                                                                                                                                                                               |  | connected with the issue of shares whereby special obligations are
imposed on the Company,                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|
| | b.                                                                                                                                                                                                                                                                                                                                                                                                                               |  | concerning the acquisition of shares on a basis other than that on
which participation in the Company is opened to the public, and
|
| | c.                                                                                                                                                                                                                                                                                                                                                                                                                               |  | regarding capital contribution for shares other than in cash.                                                                     
|
| | The approval of the Supervisory Board shall be required for the decisions
and legally binding acts of the Board of Management previously referred to
in this paragraph. Decisions for the issue of shares not yet issued as
referred to in this paragraph by a body other than the Board of Management
may only be taken in conformity with a proposal made to that effect by the
Board of Management and the Supervisory Board.



|2. |  | If shares are issued as referred to in the preceding paragraph of this
Article, the existing shareholders shall have a pre-emptive right in
proportion to their shareholdings, unless the payment is to be other than
in cash or the shares are issued to employees of the Company or employees
of a legal entity with which it is associated in a group. The provisions
of Article 37 shall correspondingly apply with regard to this pre-emptive
right.                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Holders of priority shares shall have no pre-emptive right in the event
of an issue of shares not yet issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|4. |  | With the approval of the Supervisory Board the Board of Management may
resolve to suspend the pre-emptive right described in the second paragraph
of this Article if it has been designated by the general meeting of
shareholders, with due observance of the statutory provisions, as
competent to do so. Such designation can only take place for a period in
each case of not longer than five years. The resolutions of the Board of
Management and the Supervisory Board referred to in the first sentence may
only be passed by the unanimous vote, respectively, of all the Managing
Directors and of all the members of the Supervisory Board present at the
meeting of the Supervisory Board, cast for themselves and in their
capacity as proxy for another Managing Director or member of the
Supervisory Board, respectively.
|  
|5. |  | If shares are issued at a price in excess of par value, the amount
received by the Company on such shares above their par value shall be
reserved and shall not be considered as part of the profit whose
allocation is provided for by Article 36.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



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|6. |  | On the recommendation of the Board of Management and the Supervisory
Board, the general meeting of shareholders may resolve to issue shares in
the Company, in such amount and on such terms as recommended by the Board
of Management and the Supervisory Board, against the reserve referred to
in the preceding paragraph of this Article. These shares shall be made
available to shareholders in proportion to their shareholdings. The
provisions of the seventh and eighth paragraphs of Article 36, Article 37
and Article 38, paragraph 2, shall be correspondingly applicable in this
respect, this being without prejudice to the provisions of the ninth and
tenth paragraphs of Article 36, which shall also be correspondingly
applicable in this respect.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|7. |  | The provisions of the first four paragraphs of this Article shall
correspondingly apply to the granting of rights to take up shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Shares and share certificates

Article 5



|1. |  | The expressions shares and shareholders in these Articles of
Association shall not include the priority shares or the holders of such
shares, unless otherwise expressly provided. In the expression register
of shareholders the word shareholders shall include holders of a
priority share.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The term share certificate in these Articles of Association shall be
understood to include a certificate issued for more than one share.                                                                                                                                                            
|  
|3. |  | The term person in these Articles of Association shall be understood to
include a legal entity.                                                                                                                                                                                                     

Article 6



|1. |  | The shares shall be made out to bearer or be registered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Except as provided in Article 7 and in Article 36, paragraph 8, share
certificates shall be issued for the shares in accordance with the
provisions of the following three paragraphs of this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|3. |  | Share certificates to bearer shall be provided with a dividend sheet not
composed of separate dividend coupons. These dividend sheets shall only be
issued to depositaries. The term depositaries in these Articles of
Association shall be understood to mean persons and entities designated by
the Company as such who have undertaken to have records kept by an
institution to be designated by the Company with respect to the dividend
sheets which are in their custody as referred to in the first sentence of
this paragraph, and who have also undertaken to surrender such a dividend
sheet only to each other or to the Company at a place to be appointed by
the latter. The term dividend sheet shall be understood further in these
Articles of Association to mean a dividend sheet as referred to in the
first sentence of this paragraph.
|  
|4. |  | Share certificates for registered shares shall not be provided with
dividend coupons.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



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|5.  |  | A share certificate may be issued for one share or for such numbers of
shares together as shall be fixed by the Board of Management with the
approval of the Supervisory Board. Different numbers of shares may be
fixed for share certificates to bearer and share certificates for
registered shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|6.  |  | The share certificates shall be provided with a number or with a letter
or letters, together with a number, and such other distinctive marks, to
be determined by the Board of Management, that they can at all times be
distinguished from each other.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|7.  |  | One or more share certificates to bearer, as well as one or more share
certificates for registered shares, may, with due observance of what has
been provided in or by virtue of these Articles of Association, upon
application by the shareholder, be exchanged by or on behalf of the
Company for one or more other share certificates, for the same aggregate
number of shares.                                                                                                                                                                                                                                                                                                                                                                           
|   
|8.  |  | The exchange of share certificates shall not be effected until after the
share certificates to be so exchanged have been surrendered to the Company
at a place to be appointed by it, together with the appurtenant documents,
if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|9.  |  | The share certificates shall be signed by a Managing Director or by an
attorney-in-fact, specially designated for the purpose, in each of these
cases together with a member of the Supervisory Board or another
attorney-in-fact, specially designated for the purpose. Such attorneys
shall be designated by the Board of Management, with the approval of the
Supervisory Board. The share certificates for registered shares shall, in
addition, be signed by one or more persons or companies, to be designated
by the Board of Management with the approval of the Supervisory Board.                                                                                                                                                                   
|   
|10. |  | The Board of Management may, with the approval of the Supervisory Board,
provide that any signature to be placed on a share certificate may be
effected in facsimile.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|11. |  | To the person who shows to the satisfaction of the Board of Management
that the share certificate of a share belonging to him or any appurtenant
document has been lost, stolen or destroyed, or has become unserviceable
for business use, although still unmistakably identifiable, there may be
issued a new share certificate, together with the appurtenant new
documents, if any. Such issue shall be made upon written application and
on terms laid down by the Board of Management, with the approval of the
Supervisory Board, and shall not take place until after the share
certificate and the appurtenant documents, if any, which the shareholder
may still have in his possession have been surrendered to the Company for
cancellation by it.
|   
|12. |  | If it has been shown to the satisfaction of the Board of Management that
the dividend sheet of a share certificate to bearer has been lost, stolen
or destroyed and that consequently this dividend sheet was not in the
custody of a depositary at a time as referred to in Article 37, paragraph
2, then to the person to whom a new share certificate is issued for that
share in accordance with the provisions of the eleventh paragraph of this
Article there may also be distributed whatever would otherwise have been
obtained on that share. Such distribution shall be made upon written
application and on terms to be laid down by the Board of Management, with
the approval of the Supervisory Board.                                          



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|13. |  | A share certificate, as well as any document pertaining to a share
certificate, which has been shown to the satisfaction of the Board of
Management to have been lost, stolen or destroyed, shall become invalid by
the issue of a new share certificate with the appurtenant documents, if
any. The aforementioned replacement and the aforementioned effect may be
made known at the expense of the applicant in such a manner as the Board
of Management and the Supervisory Board may deem advisable.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|14. |  | An application as referred to in the 7th, 11th, or 12th paragraph of this
Article may be rejected by the Board of Management, after the consent of
the Supervisory Board has been obtained.                                                                                                                                                                                                                                                                                                              

Article 7



|1. |  | After the certificate which may have been issued therefor has been
surrendered to the Company at a place to be appointed by the latter,
together with the appurtenant documents, if any, a share may be entered in
the shareholders name in the register of shareholders. Share certificates
for registered shares other than share certificates for registered shares
in respect of shares in which, with the concurrence of the Company,
trading is allowed on any stock exchange in the United States of America,
shall not be issued.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Except as provided in Article 36, paragraph 8, the entry referred to in
the first paragraph of this Article shall only be made after a written
application by the shareholder to that effect has been granted.                                                                                                                                                                                                                                                                                                                            
|  
|3. |  | A declaration shall be supplied to the shareholder at his request in
respect of what the register states concerning the share or shares which
are recorded therein in his name in accordance with the provisions of the
first paragraph of this Article. The provisions of the first two sentences
of Article 6, paragraph 9, shall correspondingly apply to this
declaration.                                                                                                                                                            
|  
|4. |  | Upon written application by the person who is entered in the register in
accordance with the provisions of the first paragraph of this Article, a
share certificate to bearer shall be issued, the entry being cancelled at
the same time.                                                                                                                                                                                                                                                                                                

Article 8

If any right to or deriving from a share or a priority share devolves on
several persons jointly, or if more than one person is competent to exercise
such a right, the Company shall be entitled to admit to the exercise of that
right only the person designated for the purpose jointly by all those persons,
such designation being on a form to be supplied for that purpose by the Company
free of charge.

Register of shareholders

Article 9



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|1. |  | A register of shareholders shall be kept by or on behalf of the Company.
The register may consist of several parts, which may be kept in different
places. Each of these parts may be
kept in more than one counterpart original and in more than one place. The
register shall be regularly brought up to date.                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Without prejudice to the provisions of the second paragraph of Article
13, all the registered shares shall be entered in the register. The entry
shall comprise the name, address and aggregate number of the shares
entered in his name with regard to each shareholder registered therein.
The names and addresses of those who have a right of usufruct or a pledge
in respect of registered shares, notice of which has been served on the
Company or which has been recognised by it, shall also be included in the
register, stating whether they have voting rights. Furthermore, such other
particulars as the Board of Management may prescribe shall be included in
the register.
|  
|3. |  | If a share certificate has been issued in respect of a registered share,
the entry shall also include the number or the letter or letters and the
number of this share certificate as referred to in the sixth paragraph of
Article 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|4. |  | The entries in the register of shareholders, together with any changes in
and cancellations of such entries, shall be certified in the manner to be
prescribed by the Board of Management, with the approval of the
Supervisory Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Costs

Article 10

The Company shall be entitled, with respect to the following acts, to charge
the person(s) at whose request they are performed sums to be fixed by the Board
of Management with the approval of the Supervisory Board, at a maximum of cost
price; that is to say: for exchanging share certificates, entering shares in
the register, transfers on the register, the registration and cancellation of
the encumbrance of shares, and for issuing new share certificates, irrespective
of the reason for the last-mentioned issuance.

Assignment and transfer of record of registered shares

Article 11



|1. |  | The transfer of record of a registered share  irrespective of whether
or not a share certificate pertaining thereto has been issued  shall be
effected, subject to the provisions of the second, third and fourth
paragraphs of this Article, either by serving on the Company a deed of
assignment or by the written recognition by the Company of the assignment
on the basis of submission to the Company of a deed of assignment.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | For the transfer of record of a registered share in respect of which no
share certificate has been issued, a deed of assignment drawn up in
accordance with a form to be supplied for that purpose by the Company free
of charge, signed by or on behalf of the shareholder and the assignee,
shall be required.                                                                                                                       



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|   |  | For the transfer of record of a registered share in respect of which a share
certificate has been issued, a deed of assignment drawn up in accordance
with the form appearing on the back of the share certificate, signed by or
on behalf of the shareholder, shall be required.
The contents of the forms referred to in this paragraph shall not make the
transferability of the share impossible or difficult.                                                                                                                                  
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | If a share certificate has been issued for the share to be transferred of
record, the transfer of record by serving the deed of assignment may only
take place if in that connection the share certificate is also surrendered
to the Company. In that case a relevant annotation shall be made on that
certificate by the Company in witness of the transfer of record or that
certificate shall be replaced by a new share certificate, made out in the
name of the assignee.                                                                     
|  
|4. |  | If a share certificate has been issued for the share to be transferred of
record, the recognition of the assignment may only take place either by a
relevant annotation on that certificate or by replacement of the
certificate by a new share certificate, made out in the name of the
assignee.                                                                                                                                                                                                                                                  
|  
|5. |  | If a share certificate has been issued for more shares than the number of
shares to be transferred of record, in connection with the replacement as
referred to in the third and fourth paragraphs of this Article new share
certificates shall be issued for the same aggregate number of shares as
mentioned on the share certificate surrendered, in such a way that one or
more than one share certificate for a number of shares corresponding to
the number of shares to be transferred of record can be made out in the
name of the assignee.

Article 12

The provisions of the preceding Article shall correspondingly apply to the
allocation of a registered share in the event of division of any community of
property, to the transfer of record of such a share as a result of a
foreclosure, and to the encumbrance of a registered share.

Priority shares

Article 13



|1. |  | The priority shares shall be registered and shall be numbered from 1 to
1,500. No priority share certificates shall be issued for priority shares.                                                                                                                                                                                                                                                                                                                  
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The register of shareholders shall also include all the priority shares
and the name, address and aggregate number of the priority shares entered
in his name shall be recorded with regard to each priority shareholder
registered therein. The names and addresses of those who have a right of
usufruct in respect of priority shares, notice of which has been served on
the Company or which has been recognised by it, shall also be included in
the register.
|  
|3. |  | A declaration shall be supplied to the holder of a priority share at his
request in respect of what the register states concerning the priority
share or priority shares which are recorded therein in his name in
accordance with the provisions of the second paragraph of this                                                                                                                                                                                   



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| |  | Article.
The provisions of the first two sentences of Article 6, paragraph 9, shall
correspondingly apply to this declaration.
| |  | ------------------------------------------------------------------------------------------------------------------------------

Assignment of priority shares

Article 14



|1. |  | Assignment of a priority share may only be effected against payment of an
amount equal to the par value of the priority share increased by 4 per
cent thereof per annum, to be calculated from the beginning of the period
over which no dividend has yet been paid in respect thereof up to the day
of transfer of record, and decreased by the amount which has been paid as
interim dividend on the priority share over that period or over a part
thereof.                                                                                                                                                                                    
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | A priority share cannot be pledged. No voting rights attached to a
priority share may be granted to a usufructuary thereof. Such a
usufructuary shall have no right other than the right to receive
dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|3. |  | Without prejudice to the provisions of the first paragraph of this
Article, prior consent of the meeting of holders of priority shares shall
be required for the assignment of a priority share.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|4. |  | The meeting of holders of priority shares shall decide regarding the
granting of consent to an assignment, as provided in the preceding
paragraph, upon receipt of an application to that effect by the holder of
the priority share. Such application shall be made by registered letter
addressed to the chairman of the meeting of holders of priority shares, or
if the application is being made by the chairman, to one of the deputy
chairmen of the meeting. If consent is requested for an assignment to a
person specified by name, the latter shall declare his willingness to
accept the assignment by countersigning the application.
|  
|5. |  | The person to whom an application is made, as provided in the preceding
paragraph of this Article, shall convene a meeting of holders of priority
shares as soon as possible after the receipt of that application. The
meeting shall be held with the least possible delay.                                                                                                                                                                                                                                                                                                                                                                      
|  
|6. |  | If consent is not requested for an assignment to a person specified by
name, or if the meeting of holders of priority shares rejects an
application for consent to an assignment to a person specified by name,
that meeting shall itself designate a person to whom the assignment can be
made. Only a person who has previously expressed in writing his
willingness to accept the assignment shall be so designated.                                                                                                                                                                                                                           
|  
|7. |  | The meeting of holders of priority shares may attach to any decision
taken by it in response to an application for consent, as referred to in
the fourth paragraph of this Article, the condition that the person
applying for consent shall assign and transfer of record all his remaining
priority shares to one or more persons to be specified by that meeting by
name, and such other conditions as the meeting may consider expedient or
necessary.                                                                                                                                                                                        
|  
|8. |  | The chairman of the meeting of holders of priority shares, or one of his
deputies, shall notify the person applying for consent, as referred to in
the fourth paragraph of this Article, of any decisions taken in response
to his application, such notification being                                                                                                                                                                                                                                                                                                                                                                           



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|    |  | despatched by registered mail,
within 45 days after receipt of the said application, to the address of
the person applying for consent as shown in the register of shareholders.
The date stamp on the certificate of posting and the declaration by the
person who signed the letter shall be regarded as full proof of the date
of despatch of the letter and of the contents thereof, respectively.                                                                                                                                
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.  |  | If the time limit laid down in the preceding paragraph of this Article is
exceeded, the person who has made the application for consent shall be
free to assign the priority share for assignment of which consent has been
requested, subject to the provisions of the first paragraph of this
Article, provided the assignment is effected within a month after such
time limit has elapsed. If consent has been requested for assignment to a
person specified by name, the assignment may only be made to the person so
specified.
|   
|10. |  | This Article shall correspondingly apply to allocation of a priority
share in the event of division of any community of property, as well as to
assignment of such a share resulting from a foreclosure.                                                                                                                                                                                                                                                                                                                              

Article 15



|1. |  | If a holder of a priority share has acquired the priority share otherwise
than by an assignment with due observance of the provisions of Article 14,
or is placed under guardianship or receivership, or is not or is no longer
competent, to the exclusion of other persons, to exercise any right
deriving from the priority share other than the right to receive
dividends, the said priority share must be assigned and transferred of
record with due observance of the provisions of Article 14.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | So long as an obligation to assign and transfer of record a priority
share by virtue of the preceding paragraph of this Article has not been
fulfilled, no rights may be derived from the priority share to be so
assigned and transferred of record other than the right to receive
dividends and the rights accruing alike to the holders of priority shares
and the holders of shares.                                                                                                              
|  
|3. |  | If the obligation to assign and transfer of record a priority share is
not fulfilled within three months after the obligation originated, the
chairman of the meeting of holders of priority shares shall be deemed to
be irrevocably empowered to assign and transfer of record the said
priority share to the person designated by the meeting of holders of
priority shares.                                                                                                                        
|  
|4. |  | In all disputes to which a provision of this Article or of the preceding
Article may lead, the decision of the meeting of holders of priority
shares shall be binding and final. Before any decision is taken, the party
concerned shall be heard by the meeting itself, by the chairman of the
meeting or by his deputy, at the option of the meeting.                                                                                                                                                

Meeting of holders of priority shares

Article 16



|1. |  | A meeting of holders of priority shares shall elect a chairman from among
such holders for all meetings to be held by the holders of priority shares
and shall arrange the order of
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|   |  | succession in which the holders of a
priority share are to replace him in the event of his absence or inability
to act.                                                                                                                                                                                                                                                                                                                                                                      
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | A meeting of holders of priority shares shall be held as often as the
chairman considers it desirable or the holder of a priority share requests
the chairman in writing to convene a meeting, specifying the business to
be discussed.                                                                                                                                                                                                                                                      
|  
|3. |  | The holders of a priority share shall be convoked to a meeting of holders
of priority shares by the chairman, without prejudice to the provisions of
Article 14, paragraph 5. The convocation shall be made by means of
registered letters which, except in cases of urgency to be left to the
discretion of whoever convenes the meeting, shall be despatched at least
five days before the date of the meeting. The agenda for the meeting shall
be specified in the notice of convocation.
|  
|4. |  | The meetings shall be held at the place specified in the notice of
convocation.                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|5. |  | If, with regard to a meeting of holders of priority shares or in respect
of an item of business, one or more of the provisions of the preceding
paragraphs of this Article have not been complied with, no resolutions may
be passed at that meeting or regarding that item, respectively, except
unanimously at a meeting at which all the holders of priority shares who
are entitled to vote are present or represented.                                                                  

Article 17



|1. |  | The resolutions of the meeting of holders of priority shares shall be
passed by an absolute majority of the votes cast. Pursuant to rules to be
determined by the meeting, this provision may be departed from in the
event of an equality of votes in a poll regarding persons. For resolutions
as referred to in Article 40 a majority of at least two-thirds of the
votes cast shall be required.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | For each priority share one vote may be cast at the meeting of holders of
priority shares. No person may on his own behalf cast or cause to be cast
by proxy more than six votes. A proxy of one or more holders of priority
shares may not, as such, cast more than six votes in all.                                                                                                              
|  
|3. |  | The Managing Directors and members of the Supervisory Board shall be
entitled as such to attend the meeting.                                                                                                                                                                                                                                                                                        
|  
|4. |  | A holder of a priority share may only empower another holder of a
priority share, a Managing Director or a member of the Supervisory Board
to represent him at the meeting. The power of attorney shall be furnished
in writing.                                                                                                                                                                    
|  
|5. |  | The manner of voting shall be governed by rules as referred to in the
first paragraph of this Article.                                                                                                                                                                                                                                                                                              
|  
|6. |  | Minutes shall be kept of the proceedings, which shall be signed by the
chairman and by a holder of a priority share or proxy of a holder of a
priority share appointed by the meeting.                                                                                                                                                                                                              



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Management

Article 18



|1. |  | The Company shall be managed by a Board of Management consisting of at
least two Managing Directors, under the supervision of a Supervisory
Board.                                                                                                                       
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Supervisory Board shall appoint one of the Managing Directors as
President (President-Directeur).                                                                                                                                                                  
|  
|3. |  | The President shall determine the division of tasks among the Managing
Directors. If the Board of Management consists of more than two Managing
Directors, the President shall have the casting vote in the event of an
equality of votes amongst the Managing Directors.

Article 19



|1. |  | The Board of Management shall manage the Company in accordance with the
provisions of these Articles of Association. It shall perform all legal
acts, including all acts of ownership, without prejudice to the approval
or authorisation of the Supervisory Board required in these Articles of
Association for certain acts.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Managing Directors shall be bound, in so far as the Supervisory Board
considers it necessary, to act also as managing directors, members of the
supervisory board or other officers of companies or other undertakings in
which the Company has a direct or indirect interest.                                            
|  
|3. |  | Without the explicit approval of the Supervisory Board a Managing
Director may not hold another office or position unless such office or
position be in a company or undertaking wherein the Company has either a
direct or an indirect interest.                                                                             
|  
|4. |  | Each of the Managing Directors shall receive a remuneration, which shall
be fixed by the Supervisory Board.                                                                                                                                                                                                                   

Article 20



|1. |  | The Company shall be represented, at law and otherwise, by a Managing
Director, Assistant Managing Director or general attorney, each of them
together with a Managing Director, Assistant Managing Director or general
attorney.                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Representatives and attorneys-in-fact shall be entitled on behalf of the
Company to perform those acts and/or to bind the Company in those cases
for which they have been authorised by the Company, the latter being
represented in that connection  unless explicitly provided otherwise in
these Articles of Association  in accordance with the provisions of the
preceding paragraph of this Article.

Members of the Supervisory Board

Article 21



---



##### 





|1. |  | The Supervisory Board shall consist of at least five members.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Persons who have reached the age referred to in Article 26, paragraph 2,
shall not be eligible for appointment as members of the Supervisory Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|3. |  | The Supervisory Board shall at all times have the right to inspect the
records of the Company, and to verify its cash, books and assets. For that
purpose the Supervisory Board may give instructions to one or more
experts; the expense thus incurred shall be borne by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|4. |  | Each of the members of the Supervisory Board shall receive a remuneration
per annum fixed in accordance with the provisions of this paragraph. As
the basis for this remuneration the general meeting of shareholders shall
fix an amount which, multiplied by the number of members of the
Supervisory Board holding office during any year or proportionately during
part of a year, constitutes the maximum aggregate remuneration in respect
of that year for all the members of the Supervisory Board. With due
observance of this maximum the Supervisory Board shall fix the amount of
the remuneration of each of its members, in which connection a special
emolument may be granted to one or more members of the Supervisory Board
for the performance of special duties. The special taxes which might be
levied on this remuneration shall be borne by the Company. Any travelling
and subsistence expenses incurred by a member of the Supervisory Board in
the exercise of his office shall be refunded to him.

Article 22



|1. |  | The Supervisory Board shall elect a chairman from among its own number
and shall arrange the order of succession in which the members of the
Supervisory Board shall replace him in the event of his absence or
inability to act.                                                                                                                                                                                                                                                               
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Supervisory Board shall meet as often as the chairman, a Managing
Director, or three members of the Supervisory Board may desire, but at
least once in every three months.                                                                                                                                                                                                                                                                                                                  
|  
|3. |  | The Supervisory Board shall pass its resolutions by an absolute majority
of the votes cast. In the event of an equality of votes the chairman of
the meeting shall have the casting vote. A member of the Supervisory Board
may appoint another member of the Supervisory Board to represent him at a
meeting. Except in urgent cases, at the discretion of the chairman, no
resolutions shall be passed unless the majority of the members of the
Supervisory Board are present or represented.
|  
|4. |  | Meetings of the Supervisory Board shall as far as possible be attended by
the Managing Directors.                                                                                                                                                                                                                                                                                                                                                                                               

Article 23



|1. |  | The authorisation or approval of the Supervisory Board shall be required,
without prejudice to what is provided with respect thereto elsewhere in
these Articles of Association:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | for the appointment of an Assistant Managing Director or of a
general attorney;
| | -- |  | -------------------------------------------------------------------------------



---



##### 





| | b. |  | for the appointment of a representative outside the Realm in Europe
and for the determination of his powers;                                                                                                                                                      
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | c. |  | for contracting loans which will mature in more than one year;                                                                                                                                                                                                    
|
| | d. |  | for giving security for liabilities other than those of companies
in whose capital the Company participates directly or indirectly;                                                                                                                               
|
| | e. |  | for the acquisition by the Company for its own account of
participations in other companies or undertakings, as well as for the
exercise of rights attached to the participations acquired by the
Company for its own account in other companies and undertakings;
|
| | f. |  | for encumbering properties of the Company with a mortgage or
pledge.                                                                                                                                                                                              



|2. |  | Prior authorisation by the Supervisory Board shall be required for the
institution of legal proceedings, including those carried on before
arbitrators, for making settlements out of court and for not opposing
legal proceedings brought against the Company. In urgent cases, however,
at the discretion of the Board of Management, legal proceedings may be
instituted by the Company without prior authorisation.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | In cases in which, in accordance with these Articles of Association, the
authorisation or approval of the Supervisory Board is required, a
declaration by two members of the Supervisory Board to the effect that the
required authorisation or approval has been granted shall serve towards
third parties as proof of such authorisation or approval.                                                                

Appointment and discharge of Managing Directors and members of the Supervisory Board

Article 24



|1. |  | The number of the Managing Directors and of the members of the
Supervisory Board shall be determined by the meeting of holders of
priority shares, subject to the provisions of Article 18, paragraph 1, and
Article 21, paragraph 1. Whenever a vacancy occurs on the Board of
Management or on the Supervisory Board, the Board of Management shall with
the least possible delay notify the chairman of the meeting of holders of
priority shares. This meeting shall then decide, with due regard to the
provisions of Article 18, paragraph 1, and Article 21, paragraph 1,
whether the vacancy is to be filled. A resolution to fill or not to fill a
vacancy or to increase the number of Managing Directors or members of the
Supervisory Board shall not be adopted by the meeting of holders of
priority shares until after the Supervisory Board and the Board of
Management have been heard. Any such resolution shall be notified to the
Board of Management and the Supervisory Board with the least possible
delay.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Should it be resolved to fill a vacancy, or to increase the number, the
appointment shall be made at the next general meeting of shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | In the event of the requirement of the first paragraph of Article 18 or of
the first paragraph of Article 21 no longer being fulfilled, a general
meeting of shareholders shall be held within three months after that
situation has arisen in order that these requirements may again be
fulfilled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | The Board of Management and the Supervisory Board shall also retain their
powers as long as these requirements are not fulfilled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



---



##### 





|2. |  | Irrespective of the provisions of the following paragraph the meeting of
holders of priority shares shall make a nomination for any appointment of
a Managing Director or a member of the Supervisory Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | A nomination approved by the meeting of holders of priority shares and
drawn up by one or more shareholders representing in the aggregate at
least one-hundredth of the issued capital shall also be regarded as a
nomination by the meeting of holders of priority shares for an
appointment, provided it is submitted to the chairman of the meeting of
holders of priority shares at least two weeks before the general meeting
of shareholders at which the appointment is to be made, together with
documentary evidence that those drawing up the nomination represent in the
aggregate at least one-hundredth of the issued capital.                                 
|  
|4. |  | Each nomination by the meeting of holders of priority shares shall
contain the names of at least two persons qualified for appointment in
accordance with the provisions of the second paragraph of Article 21 if
the nomination concerns the appointment of a member of the Supervisory
Board. If more than one appointment is to be made at the same time, each
nomination must allow of a choice being made between at least two persons
even after one or more appointments have been made.                                                                                                                                                                             
|  
|5. |  | Without prejudice to anything provided hereinafter, any nomination by the
meeting of holders of priority shares shall be available for inspection by
the shareholders at the office of the Company for at least three weeks
before the general meeting at which the appointment is to be made. An
announcement of such nomination shall be made at least three weeks before
the lastmentioned meeting by means of an advertisement in at least one
daily newspaper published in The Hague and two national daily newspapers
published in the Netherlands. For nominations as provided for in the third
paragraph of this Article these periods shall be reduced to one week.
|  
|6. |  | Any nomination which fails to satisfy the requirements laid down in this
Article shall be void.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Article 25



|1. |  | The Managing Directors and members of the Supervisory Board shall be
appointed and discharged by the general meeting of shareholders.                                                                                                                                                                                                                                                                                                                                          
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | If a nomination has been made by the meeting of holders of priority
shares for a place which is to be filled, the appointment shall be made
from the persons thus nominated therefor. Votes cast in favour of other
persons shall be void. If no such nomination has been made, the general
meeting shall be free in its choice, subject to compliance with the
provisions of the second paragraph of Article 21 if the appointment
concerns a member of the Supervisory Board.

Article 26



|1. |  | Each year, on a day to be fixed by the Supervisory Board, one of the
members of the Supervisory Board shall retire automatically by rotation,
the order being determined by the Supervisory Board. A retiring member of
the Supervisory Board shall be immediately eligible for reappointment,
without prejudice to the provisions of Articles 21, 24 and 25.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---



##### 





|2. |  | On the day referred to in the preceding paragraph of this Article any
other member of the Supervisory Board who was aged 70 in the relevant year
on a day to be fixed by the Supervisory Board shall similarly retire.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 27

In the event of the absence or inability to act of one or more of the Managing
Directors, the remaining Managing Director(s) shall be entrusted with the whole
management. If all the Managing Directors are absent or unable to act, the
Company shall be temporarily managed by the chairman of the Supervisory Board
or by another person designated for the purpose by the Supervisory Board. The
person temporarily managing the Company shall be vested with
all the powers devolving on a sole remaining Managing Director for so long as
the absence or inability to act continues.

Article 28

If the Supervisory Board is of opinion that there is mismanagement, the
Supervisory Board shall have the right to suspend one or more of the Managing
Directors. If the Supervisory Board avails itself of this right, a general
meeting of shareholders shall be held within two months which shall decide
whether or not the suspended Managing Director or each of the suspended
Managing Directors is to be discharged. If discharge is decided upon, the
general meeting shall at the same time establish the date of such discharge.
The suspension of a Managing Director with respect to whom no decision has been
made by a general meeting of shareholders held within the period specified
shall lapse automatically.

General meeting of shareholders

Article 29



|1. |  | The shareholders shall be convoked to a general meeting of shareholders
by the Supervisory Board or by the Board of Management.                                                                                                                                                                                                                                                                                          
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The general meetings of shareholders shall be held in The Hague,
Amsterdam or Rotterdam, at the place as stated in the notice of
convocation.                                                                                                                                                                                                                                                                            
|  
|3. |  | The convocation shall be made by means of an advertisement in at least
one daily newspaper published in The Hague and two national daily
newspapers published in the Netherlands. The period of notice shall be at
least three weeks, not counting the day of the convocation and the day of
the meeting. In urgent cases, at the discretion of those making the
convocation, this period may be reduced to fifteen days.
|  
|4. |  | In this Article and in Articles 30 to 35 inclusive, the expressions
shares and shareholders shall be understood to include priority shares
and holders of a priority share if and in so far as there is no provision
to the contrary. In the expression general meeting of shareholders
throughout these Articles of Association the word shareholders includes
holders of a priority share.                     



---



##### 





|5. |  | For the purposes of the first paragraph of this Article, Article 30,
paragraph 3, Article 31, paragraph 1, and Article 33, paragraph 1 under a.
and paragraphs 2 to 6, holders of depositary receipts for shares which
have been issued with the concurrence of the Company and also, but only if
they have voting rights, usufructuaries and pledgees shall be equated with
shareholders.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 30



|1. |  | At least one general meeting of shareholders shall be held annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Without prejudice to the provision of the first paragraph of this
Article, a general meeting of shareholders shall be held as often as the
Board of Management or the Supervisory Board deem it desirable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|3. |  | A general meeting of shareholders may be held when one or more holders of
shares representing in the aggregate at least one-tenth of the issued
capital have addressed a written request to the Board of Management and
the Supervisory Board that a general meeting of shareholders be convened,
specifying the subjects to be dealt with. If neither the Board of
Management nor the Supervisory Board, in this case always equally
empowered so to do, act upon this request in such a manner as to enable
the general meeting to be held within six weeks after its submission, the
person or persons making the request may be empowered by the President of
the District Court within whose jurisdiction the Company is established to
convene the meeting himself or themselves.

Article 31



|1. |  | Without prejudice to the provisions of the third paragraph of Article 30,
the Board of Management or the Supervisory Board shall determine the items
to be included in the agenda for the meeting. One or more shareholders
representing in the aggregate at least one-hundredth of the issued capital
can submit proposals for items for the agenda, provided these are
submitted in writing to the Company at its office not later than sixty
days before the date of the meeting, specify the items to be dealt with,
and are accompanied by evidence showing that those submitting the proposal
in the aggregate represent at least one-hundredth of the issued capital.
Such items proposed by shareholders will be added to the agenda, unless in
the opinion of the Board of Management and the Supervisory Board such a
proposal contravenes serious interests of the Company or of an undertaking
in which the Company, directly or indirectly, holds an interest, or the
proposed resolution on such an item is not one on which the general
meeting of shareholders may legitimately decide.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The agenda for the meeting shall be specified in the notice of
convocation. No other business may be transacted at the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Article 32

The meetings shall be presided over by the chairman of the Supervisory Board or
another person to be designated for that purpose by the Supervisory Board.
Unless a notarial record is drawn up of the proceedings, minutes shall be kept
thereof which shall be signed by the



---



##### 



chairman of the meeting and by another
person present at the meeting and designated for that purpose by the
Supervisory Board.

Article 33



|1. |  | With due observance of the provisions of the following paragraphs of this
Article every shareholder may in person or by a proxy authorised by a
written power of attorney:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | attend and address the general meeting, and                                                                                                                                                                                                                                                           
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | exercise voting rights, except if the law prevents him from doing
so or they devolve on a usufructuary or a pledgee, in which case the
voting rights may be exercised by the usufructuary or pledgee,
respectively, with due observance of the provisions of the following
paragraphs of this Article.



|2. |  | The Board of Management may in convoking a general meeting of
shareholders determine that those entitled to exercise the rights referred
to in the first paragraph of this
Article in respect of a share shall be those  irrespective of who is a
shareholder at the time of the general meeting  who:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | are shareholders at a time to be determined by the Board of
Management and are registered as such in either the register of
shareholders or in a register, designated by the Board of Management,
of holders of shares for which share certificates made out to bearer
are in circulation; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | have made known to the Company in writing, in a manner determined
by the Board of Management and not later than at the time and the place
specified with respect thereto in the notice of convocation, their
desire to exercise these rights.                                                 



| |  | In order to be able to have these rights exercised by proxy in respect of a
share the holder of the rights must furthermore deposit a written power of
attorney not later than at the time and at the place specified with respect
thereto in the notice of convocation.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | If the second paragraph of this Article is applied, the notice of
convocation of the general meeting of shareholders shall state the manner
in which holders of shares for which share certificates made out to bearer
are in circulation may register. The register, to be designated by the
Board of Management, of holders of such shares may consist of several
parts, which may be kept in different places by one or more institutions
designated by the Board of Management.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | If the Board of Management does not make use of the authorisation
referred to in the second paragraph of this Article, the following
provisions shall apply:                                                                                                                                                                                                                                                                                                                       



| | a. |  | in order to be able to exercise the rights referred to in the first
paragraph of this Article in respect of a share for which a share
certificate made out to bearer is in circulation, the shareholder must
deposit the share certificate against receipt not later than at the
time and at the place specified with respect thereto in the notice of
convocation; the share certificates must remain deposited at that place
until after the end of the meeting;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | in order to be able to exercise the rights referred to in the first
paragraph of this Article in respect of a registered share  irrespective of whether or not a share certificate pertaining thereto
is in circulation  the shareholder must make known to the Company in
writing his desire to do so not later than at the time and the place
specified with respect thereto in the notice of convocation. He may
only exercise the said rights at the        



---



##### 





| |    |  | meeting in respect of the
registered shares which are recorded in his name both at that time and
on the day of the meeting; and                                                                                                                                                                                    
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | c. |  | in order to be able to have these rights exercised by a proxy in
respect of a share as referred to in this paragraph under a. and b.,
the shareholder must furthermore deposit a written power of attorney
not later than at the time and at the place specified with respect
thereto in the notice of convocation.



|5. |  | The times referred to in the second and fourth paragraphs of this Article
may not be set on a date earlier than the third day after that of the
convocation or earlier than the seventh day before that of the meeting.
Without prejudice to the provisions of the preceding sentence, different
times can be designated for the shares referred to in this Article,
depending on the place and the manner in which they are held.                                                                                                                  
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | For the purpose of the exercise of the rights referred to in this
Article, the Company shall be authorised to consider as accurate the
statements received in time by the Company from the institutions
designated for that purpose in the notice of convocation of the general
meeting in respect of the registration, deposition or grant of power of
attorney as referred to in paragraphs 2, 3 and 4 of this Article, as well as
in respect of the numbers of shares to which the registration, deposition or
grant of power of attorney relate.
|  
|7. |  | The chairman of the meeting shall decide with regard to the admission to
the meeting of persons other than those who are legally entitled to
attend.                                                                                                                                                                                                                                                                                                                                                                                                

Article 34



|1. |  | The resolutions of the general meetings shall, except in those cases
where the law or these Articles of Association prescribe a larger
majority, be passed by absolute majority of the votes cast. In the event
of an equality of votes, the motion is rejected, except as provided in the
following paragraph of this Article. Abstentions and invalid votes shall
not be counted as votes cast.                                                                                                                                                                                                                                               
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The appointment of persons shall be made by absolute majority of the
votes cast. If, after two free polls, no absolute majority is obtained for
the place to be filled, another poll shall be taken between the two
persons who at the second free poll obtained the two highest numbers of
votes, and the person for whom the most votes are then cast shall be
elected; in the event of an equality of votes the election shall be
decided by the drawing of lots. In the cases which are not provided for in
this paragraph, but which concern an appointment, the chairman of the
meeting shall decide on the procedure then to be followed.
|  
|3. |  | The chairman of the meeting shall decide on the manner of voting,
including the possibility of voting by acclamation. In the event of a vote
by acclamation or another manner of voting without a poll, dissenting
votes shall be recorded upon request.                                                                                                                                                                                                                                                                                                                                                                                        
|  
|4. |  | For each share one vote may be cast; for each priority share eight
hundred votes may be cast.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|5. |  | In all disputes with regard to voting the chairman of the meeting shall
decide.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



---



##### 



Annual accounts and allocation of profit

Article 35



|1. |  | The books of the Company shall be closed on 31st December in each year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Board of Management shall draw up annual accounts each year,
consisting of a balance sheet, a profit and loss account and notes to
these documents. The annual accounts shall be presented to the Supervisory
Board, which shall submit them together with its recommendations to the
general meeting of shareholders. The annual accounts shall be accompanied
by the report of a certified public accountant appointed by the general
meeting of shareholders and by a written annual report drawn up by the
Board of Management. The documents mentioned in this paragraph shall be
open to inspection, and copies thereof shall be made available, in
accordance with the provisions of the law.
|  
|3. |  | The Board of Management shall, with the approval of the Supervisory
Board, fix the amounts which shall be appropriated to reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|4. |  | The general meeting of shareholders finalises the annual accounts and can
resolve on the discharge of the Managing Directors and the members of the
Supervisory Board of responsibility in respect of the performance of their
duties for the relevant financial year.                                                                                                                                                                                                                                                                                                                                                                                                                                  

Article 36



|1. |  | Out of the profit which is available for distribution with due observance
of the decisions in virtue of Article 35, paragraph 3, there shall first
of all be distributed on each priority share an amount equal to 4 per cent
of its par value.                                                                                                                                                                                                                                                                                               
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Should the profit available for distribution in any one year be
insufficient for that purpose, the deficit shall be made good in
subsequent years as soon as the profit available for distribution allows.                                                                                                                                                                                                                                                                                                                                    
|  
|3. |  | The general meeting of shareholders may resolve that the whole or part of
the balance of profit available for distribution then remaining shall not
be distributed, but shall be carried forward to the following year.                                                                                                                                                                                                                                                                                                                       
|  
|4. |  | The balance of profit available for distribution then still remaining
shall be distributed to the shareholders. Shares acquired and held by the
Company in its own capital are not included in the profit distribution
calculation and no distributions are made thereon.                                                                                                                                                                                                                                                                     
|  
|5. |  | With the approval of the Supervisory Board and with due observance of the
statutory provisions the Board of Management may resolve to pay one or
more interim dividends.                                                                                                                                                                                                                                                                                                                                                                      
|  
|6. |  | On the recommendation of the Board of Management and the Supervisory
Board, the general meeting of shareholders may resolve to issue shares in
the Company, by way of a dividend or interim dividend, in such amount and
on such terms as recommended by the Board of Management and the
Supervisory Board, against that which shareholders are due to receive in
virtue of the provisions of the fourth paragraph of this Article or
against the reserved profit, which shares shall be made available to
shareholders in proportion to their



---



##### 





|    |  | shareholdings. The provisions of
Article 37 and Article 38, paragraph 2, shall be correspondingly
applicable in this respect, without prejudice to the provisions of the
ninth and tenth paragraphs of this Article. These shares shall be issued
at par value, unless the general meeting of shareholders, on the
recommendation of the Board of Management and the Supervisory Board,
resolves to issue these shares at a higher price, in which case the
provisions of Article 4, paragraph 5, shall be correspondingly applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|7.  |  | To holders of shares for which share certificates to bearer have been
issued and to holders of shares which have been entered in the register of
shareholders or in a certain part thereof, the shares referred to in the
preceding paragraph of this Article shall be made available in the manner
and as from the time to be fixed and made known by the Board of Management
for each of these groups of shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|8.  |  | In that connection the Board of Management may stipulate that shares
which accrue to a holder of one or more shares entered in the register of
shareholders in accordance with the provisions of Article 7, paragraph 1,
on account of his shareholding thus recorded, shall
be made available by entry in the register of shareholders in accordance
with the provisions of that paragraph if and in so far as the shareholder
has not requested that they be made available in some other way in
accordance with the announcement in that respect.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|9.  |  | The Board of Management may also stipulate in that connection that if a
right to a fraction of a share accrues to a holder of one or more shares
entered in the register of shareholders or in a certain part thereof on
account of his shareholding thus recorded, this right shall be turned into
cash by the Company for his account if no disposition with regard thereto
has been made by him within a certain time limit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|10. |  | The provisions of Article 38, paragraph 2, shall be correspondingly
applicable to the right to claim payment of the proceeds, with the proviso
that for the purpose of such application the proceeds shall be deemed to
have been first made obtainable on the date on which the shares were first
available.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|11. |  | The payment of a dividend or interim dividend in cash on registered
shares in respect of which share certificates have been issued and in
which, with the concurrence of the Company, dealings are allowed on a
stock exchange in a country other than the Netherlands, shall be made in
the currency of the country concerned, unless the Company is not in a
position to do this owing to Government measures or other circumstances
outside its control. If in accordance with the provisions of the previous
sentence the payment of a dividend or interim dividend takes place in a
foreign currency, it shall be converted for that purpose at the rate of
exchange ruling on the Amsterdam exchange on a day to be fixed and made
known by the Board of Management. This day may not be set earlier than the
day on which it is resolved to make the payment and not later than the day
which has been fixed for the shares concerned in accordance with the
provisions of Article 37, paragraph 1.

Article 37



|1. |  | The person entitled to a dividend or an interim dividend on a share which
has been entered in the register of shareholders in accordance with the
provisions of Article 7, paragraph 1, on a share in respect of which a
share certificate for registered shares has been issued, or
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 





|   |  | on a priority
share, shall be the person in whose name the share or priority share is
recorded in the register of shareholders at a time fixed for the purpose
by the Board of Management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The person entitled to a dividend or an interim dividend on a share in
respect of which a share certificate to bearer has been issued, shall be
the person who is the holder of the share at a time fixed for the purpose
by the Board of Management. In order to be able to exercise the right to a
distribution as referred to in the previous sentence, the person entitled
thereto must cause the dividend sheet to be in the custody of a depositary
at the time referred to in the previous sentence. For distributions as
referred to in this paragraph the Company shall be discharged vis-à-vis
the persons entitled thereto by payment to the institution referred to in
Article 6, paragraph 3, or to one or more third parties to be designated
by this institution and the Company, for the account of the persons in
whose name the dividend sheets were in the custody of the depositaries at
the aforementioned time.
|  
|3. |  | Different times may be fixed for the shares referred to in this Article.
Each time thus fixed shall be made known in whatever manner the Board of
Management deems effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Article 38



|1. |  | A dividend or interim dividend shall be obtainable on and after a day to
be fixed for the purpose by the Board of Management. Different days may be
fixed for the shares in respect of which share certificates to bearer have
been issued, for the shares in respect of which share certificates for
registered shares have been issued, for the shares which have been entered
in the register of shareholders in accordance with the provisions of
Article 7, paragraph 1, and for the priority shares. Each day thus fixed
shall be made known in whatever manner the Board of Management deems
effective.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The right to claim payment of a dividend or interim dividend on a share
or on a priority share shall be forfeit by the expiry of a period of six
years from the day on which the dividend or interim dividend on that share
or on that priority share was first made obtainable.                                                                                                                                                                                                                                                                                                                              

Article 39

The Company may only make profit distributions to the holders of priority
shares and shares in so far as the shareholders equity is larger than the
amount of the issued capital plus the reserves which have to be held by virtue
of the law or these Articles of Association.

Amendment of the Articles of Association or dissolution

Article 40



|1. |  | A resolution providing for the amendment of these Articles of Association
or for the dissolution of the Company may, without prejudice to the
following provisions in this Article, only be passed with the prior
consent of the meeting of holders of priority shares, or  but only if
the resolution deals with an amendment of these Articles  subject to the
subsequent approval of that meeting.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 





|2. |  | A resolution providing for dissolution of the Company may only be passed
by a majority of at least two-thirds of the votes cast at a general
meeting of shareholders at which at least three-quarters of the issued
capital is represented. If this last requirement is not fulfilled, a new
general meeting of shareholders shall be convened, to be held within eight
weeks after the first one. At the second general meeting the resolution
providing for dissolution of the Company may be passed by absolute
majority of the votes cast, but irrespective of the proportion of the
issued capital which is represented thereat.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | In the convocation for a general meeting at which a resolution providing
for the amendment of these Articles of Association or for the dissolution
of the Company is to be discussed it must be stated that a copy of that
resolution  incorporating the proposed amendments verbatim in the case
of a resolution providing for the amendment of these Articles  will be
open to inspection by the shareholders at the office of the Company until
the end of the meeting and will be obtainable by them free of charge.                                                                                                           

Winding-up

Article 41



|1. |  | In the event of the dissolution of the Company, the liquidation shall be
conducted by the Board of Management under the supervision of the
Supervisory Board, unless the general meeting resolves otherwise. For the
designation of others the provisions made in these Articles with respect
to the nomination for the appointment of Managing Directors and members of
the Supervisory Board shall apply.                                                                                                                  
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | In the resolution providing for dissolution the remuneration shall be
fixed which shall be received by the liquidators and by those who
supervise the liquidation.                                                                                                                                                                                                                                                                                                                                                           
|  
|3. |  | From the net proceeds of the liquidation after payment of the liquidation
expenses and of all debts, first the holders of priority shares shall
receive the nominal amount of their priority shares plus the difference
between 4 per cent and any lesser amount per annum paid in respect of such
shares since the issuance thereof. The balance shall be divided among the
shareholders in proportion to the nominal amount of their shares. The
provisions of Article 37 shall correspondingly apply to such distribution.

Transitional provisions

Article 42



|1. |  | Every share of N.fl. 1.25 already issued shall be one share of  0.56.                                                                         
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Every priority share of N.fl. 1,000 already issued shall be one priority
share of  448.                                                       
|  
|3. |  | Every certificate for one or more shares of N.fl. 1.25 already issued
shall be regarded as a certificate for an equal number of shares
of0.56.



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##### 





|4.  |  | Every certificate already issued for one or more shares to bearer
provided with separate dividend coupons of N.fl. 5 shall be regarded as a
certificate for such a number of shares of  0.56 as shall equal four
times the number of shares of N.fl. 5 stated on that certificate.                                                                                                                                                                                                                                                                          
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|5.  |  | Every certificate already issued for one or more shares to bearer
provided with separate dividend coupons of N.fl. 10 shall be regarded as a
certificate for such a number of shares of  0.56 as shall equal eight
times the number of shares of N.fl. 10 stated on that certificate.                                                                                                                                                                                                                                                                       
|   
|6.  |  | Every certificate for one or more shares already issued to bearer
provided with separate dividend coupons of N.fl. 20 shall be regarded as a
certificate for such a number of shares of  0.56 as shall equal sixteen
times the number of shares of N.fl. 20 stated on that certificate.                                                                                                                                                                                                                                                                     
|   
|7.  |  | Every certificate for a share of N.fl. 1,000 already issued shall be
regarded as a certificate
for eight hundred shares of  0.56.                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|8.  |  | Every certificate for a share or sub-share of N.fl. 100 already issued
shall be regarded as a certificate for eighty shares of  0.56.                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|9.  |  | Every certificate for one or more registered shares of N.fl. 5 already
issued shall be regarded as a certificate for an equal number of shares of
 0.56. Persons in whose name a certificate for one or more shares of
N.fl. 5 is entered in the register of shareholders of the Company on the
day on which these amended Articles of Association become effective shall
be entitled to receive one or more certificates for shares of  0.56,
jointly amounting to three times the number of shares stated on the
certificate.                            
|   
|10. |  | Every certificate for one or more registered shares of N.fl. 10 already
issued shall be regarded as a certificate for an equal number of shares of
 0.56. Persons in whose name a certificate for one or more shares of
N.fl. 10 is entered in the register of shareholders of the Company on the
day on which these amended Articles of Association become effective shall
be entitled to receive one or more certificates for shares of  0.56,
jointly amounting to seven times the number of shares stated on the
certificate.                          
|   
|11. |  | Every certificate for one or more registered shares of N.fl. 20 or N.fl. 50
already issued shall be regarded as a certificate for an equal number of shares
of  0.56. Persons in whose name a certificate for one or more shares of N.fl.
20 or N.fl. 50 is entered in the register of shareholders of the Company on the
day on which these amended Articles of Association become effective shall be
entitled to receive one or more certificates for shares of  0.56, jointly
amounting to fifteen times the number of shares stated on the certificate.

Article 43

Holders of share certificates or sub-share certificates to bearer provided with
separate dividend coupons already issued may exchange their share certificates
for share certificates to



---



##### 



bearer provided with a dividend sheet. The provisions
of Article 6, paragraphs 7 and 8, and Article 10 shall correspondingly apply to
this exchange. Alternatively, holders of such share certificates or sub-share
certificates to bearer may have the shares concerned entered in the register of
shareholders after surrender to the Company of those share certificates or
sub-share certificates. The provisions of Article 7, paragraph 1, and Article
10 shall correspondingly apply to this registration.

Article 44

Except as provided in the previous Article and the following Article, the
rights attached to shares for which share certificates or sub-share
certificates to bearer provided with separate dividend coupons have already
been issued may only be exercised after 31st December, 1997, provided that the
exchange or registration referred to in the previous Article has taken place.

Article 45



|1. |  | The provisions of Article 6, paragraph 11, shall correspondingly apply to
already issued share certificates to bearer provided with separate
dividend coupons, with the proviso that
only share certificates to bearer provided with a dividend sheet can be
issued as the new share certificates referred to in that paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | To the person who shows to the satisfaction of the Board of Management
that a separate dividend coupon belonging to him, in respect of which any
right can already be exercised against the Company, has been lost, stolen
or destroyed, there may be distributed whatever has been made obtainable
on that dividend coupon.
Such distribution shall be made upon written application and on terms to be
laid down by the Board of Management, with the approval of the Supervisory
Board.
Such a dividend coupon shall become invalid by the distribution of whatever
was made obtainable thereon. The aforementioned distribution and the
aforementioned effect may be made known at the expense of the applicant in
such a manner as the Board of Management and the Supervisory Board may deem
advisable. An application as referred to above may be rejected by the Board
of Management, after the consent of the Supervisory Board has been obtained.