Exhibit 1

As amended through January 22nd,
  2003

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**M
        E M O R A N D U M
        A N D 
        A R T I C L E S**


A corporation with a share capital
  of 146.981.223 euros
  Registered office : 22 avenue Montaigne - 75008 Paris
  Register of Commerce and Companies : 775 670 417 Paris

Free translation

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T I T L E   IFORM  NAME  OBJECTS  REGISTERED OFFICE  DURATION

ARTICLE 1  FORM

The company, formed on 19th April 1962 by way of
  transformation of a Société à Responsabilité
  Limitée into a Société Anonyme, is governed
  by the provisions of the French Commercial Code as well as by the present by-laws.

ARTICLE 2  OBJECTS

|1. | Any taking of interests
      by way of direct or indirect participation, contribution, merger, division
      or alliance in any corporation or group, existing or to be created, operating
      any commercial, industrial, agricultural or financial operations, and among
      others:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the trade of champagne and other
      wines, of cognacs and other spirits and, more generally, of other food products;                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                             
| |  | the trade of all pharmaceutical products, perfumes
      and cosmetics and, more generally, of products relating to hygiene, beauty
      and care;                                         
| |   |                                                                                                                                                                                             
| |  | the manufacture, sale and promotion of travel
      requisites, luggage, bags, fancy-leather goods, clothes, accessories together
      with all branded goods and products of high quality;
| |   |                                                                                                                                                                                             
| |  | the operation of vine-growing, horticultural
      and arboricultural estates together with the development of any related
      biotechnological process;                                  
| |   |                                                                                                                                                                                             
| |  | the operation of any real estate;                                                                                                                                                           
| |   |                                                                                                                                                                                             
| |  | the development of any trade-mark, signature,
      model, drawing and, more generally, of any industrial property right or
      copyright.                                                

|2. | More generally to undertake directly
      any commercial, industrial, financial, agricultural, viticultural operation,
      or any operation relating to movable or immovable property, management or
      service in any of the fields of activities described under paragraph 1 above.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 3  NAME

The name of the company is:

LVMH
  MOËT HENNESSY LOUIS VUITTON

All deeds and documents originating from the company
  and addressed to third parties, in particular letters, invoices, advertisements
  and publications of all kinds, must indicate this name immediately preceded
  or followed by the words société anonyme or the initials
  SA which should appear legibly and the mention of the amount of
  the capital, together with the name of the Register of Commerce and Companies
  with which the company is registered and the number under which it is registered.

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ARTICLE 4  REGISTERED OFFICE

The registered office of the company is at: Paris
  (8ème)  22, avenue Montaigne.

It may be transferred to any other place within
  the same district (département) or any adjacent district
  pursuant to a decision of the Board of Directors subject to the approval of
  said decision by the next Ordinary General Meeting, and to any other place pursuant
  to a resolution of the Extraordinary General Meeting.

ARTICLE 5  DURATION

The company, which came into existence on January
  1st, 1923, shall end on December 31st, 2021, except in the event of early dissolution
  or extension as provided by these by-laws.

T I T L E   IICAPITAL AND SHARES

ARTICLE 6  CAPITAL

|1. | The capital of
      the company is of one hundred and forty six million nine hundred and eighty
      one thousand two hundred and twenty three (146.981.223) euros, divided into
      four hundred and eighty nine million nine hundred and thirty seven thousand
      four hundred and ten (489.937.410) shares of a nominal value of 0,30 euro
      each, wholly paid up.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | 287,232 shares of FRF. 50 were
      issued further to the contribution in kind, valued at FRF. 34,676,410, completed
      upon the merger with Champagne Mercier.                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | 772,877 shares of FRF. 50 were
      issued further to the contribution by the shareholders of Jas Hennessy
      & Co. of 772,877 shares of said company, valued at FRF. 407,306,179.                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | 2,989,110 shares of FRF. 50 were
      issued further to the contribution in kind, valued of FRF. 1,670,164,511,
      completed upon the merger with Louis Vuitton.                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | 1,343,150 shares were issued further
      to the contribution made by BM Holding, of 1,961,048 shares of Le Bon Marché,
      Maison Aristide Boucicaut, valued at FRF. 1,700,000,000.                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|2. | The capital may be increased by
      a resolution of the Extraordinary General Meeting of the shareholders. However,
      when the increase of the capital is completed by way of capitalisation of
      reserves, profits or issue premium, the General Meeting shall vote at the
      quorum and majority conditions of the Ordinary General Meetings of shareholders.    
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|3. | The capital may, by resolution
      of the Extraordinary General Meeting of the shareholders, be amortised by
      means of equal repayment for each share by use of profits or reserves other
      than the statutory reserve, without such amortisation causing the reduction
      of the capital.                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|4. | The capital may also be reduced
      by resolution of the Extraordinary General Meeting of the shareholders either
      by reducing the nominal value or the number of the shares.                                                                                                                                                                                            

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ARTICLE 7  PAYMENT FOR THE SHARES

The amounts to be paid for the shares to be subscribed
  in cash pursuant to an increase of the capital are payable as provided by the
  Extraordinary General Meeting.

Upon subscription the initial payment is of at least
  one fourth of the nominal value of the shares. The issue premium, if any, must
  be paid in whole.

The balance of the nominal value of the shares shall
  be paid, as provided by the Board of Directors, in one or several times, not
  later than five years from the date at which the increase in capital was completed.

Calls for funds shall be notified to the shareholders
  eight days before the time fixed for each payment, either by registered letters
  with acknowledgement of receipt or by a notice inserted in a legal gazette published
  where the registered office is located.

The sums payable for the unpaid part of the shares
  are subject, day per day, to interest charge of 5% per annum, without need of
  Court action, as from the date at which they fell due.

When the shares are not fully paid up, upon issuance,
  they must be in the registered form and so remain until they are fully paid
  up.

ARTICLE 8  RIGHTS AND COMMITMENTS ATTACHED
  TO THE SHARES

The rights and obligations attached to a share follow
  the share to any transferee to whom it may be transferred and the transfer includes
  all the payable and unpaid dividends and dividends to be payable, as well as,
  as the case may be, the corresponding share in the reserve funds and provisions.

The ownership of a share shall imply ipso facto
  the acceptance of the present by-laws and of the decisions of the General Meetings
  of shareholders.

In addition to the right to vote which is attached
  by law to the shares, each of them carries a right to a share of corporate assets,
  of profits, and of liquidation surplus, proportional to the number and nominal
  value of the existing shares.

As the case may be, and subject to any statutory
  provision, all tax exemptions or charges as well as all taxations which may
  be borne by the company shall be added up prior to any reimbursement either
  within the course of the life of the company or upon its liquidation so that,
  according to their nominal value, all the existing shares of the same class
  shall receive the same net amount whatever their origin or their date of issuance
  is.

The shareholders shall be responsible for the debts
  of the company up to the nominal value of the shares they hold.

Each time it shall be necessary to hold a certain
  number of shares in order to exercise a right, it will be the responsibility
  of the shareholder(s) missing such number to take the necessary actions to group
  a sufficient number of shares.

ARTICLE 9  FORM AND TRANSFER OF THE SHARES

Fully paid up shares are either in the registered
  or in the bearer form, as the shareholder may decide, subject however to the
  statutory provisions relating to the shares held by certain individuals or corporations.

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The shares are entered into accounts as provided
  by law.

However, certificates, or any other document, representing
  the shares may be issued when and as provided by law.

The ownership of the shares in the registered form
  is evidenced by their registration in registered accounts.

When the owner of the shares is not a French resident
  within the meaning of French Civil Code, any intermediary may be registered
  on behalf of such owner. Such registration may be made in the form of a joint
  account or several individual accounts, each corresponding to one owner.

At the time such account is opened through either
  the issuing company or the financial intermediary authorized as account holder,
  the registered intermediary shall be required to declare his capacity as intermediary
  holding shares on behalf of another party.

The shares entered into accounts are freely transferable
  by transfer from one account to another.

Prior approval of the transferee is required only
  for partly paid up shares.

All costs resulting from the transfer shall be borne
  by the transferee.

Shares with payments in arrears are not admitted
  to transfer.

T I T L E   IIISECURITIES

ARTICLE 10  SECURITIES

The company may issue any security authorized by
  law.

Certificates, or any other document, representing
  securities may be issued when and as provided by law.

ARTICLE 11  PREFERENCE SHARES WITH NO
  VOTING RIGHT

The company may require the repurchase, subject
  to the conditions set forth in article L 228-19 of the French Commercial Code,
  either of all of its shares with a preferential dividend and no voting right
  or of a category of such shares, each category being determined by the date
  at which it has been issued.

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T I T L E   IVMANAGEMENT OF THE COMPANY

ARTICLE 12  BOARD OF DIRECTORS

|1. | The Board of Directors is composed
      of three to eighteen members, subject to the exceptionsprovided
      by law in the case of merger, who may be individuals or legal entities appointedby the Ordinary General Meeting.                                                                                                                                                                                                                                                         
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | A legal entity must, at the time
      of its appointment, designate an individual, who will beits
      permanent representative on the Board of Directors. The term of office of
      a permanentrepresentative is the same
      as that of the member it represents. When the legal entitydismisses
      its permanent representative, it must at the same time provide for itsreplacement.
      The same applies in case of death or resignation of the permanentrepresentative.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | Each member of the Board of Directors
      must during its term of office own at least twenty(20)
      shares of the company. These shares must be in the registered form.                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | If, at the time of its appointment,
      a member of the Board of Directors does not own therequired
      number of shares or if, during its term of office, it ceases to be the ownerthereof, it shall dispose of a period of
      three months to purchase such number of shares, indefault
      of which it shall be automatically deemed to have resigned.                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Nobody being more than seventy years
      old shall be appointed Director if, as a result ofhis
      appointment, the number of Directors who are more than seventy years old
      wouldexceed one third of the members of
      the Board. The number of members of the Board ofDirectors
      who are more than seventy years old may not exceed one third of the Directorsin office.                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Should such restriction become no
      longer complied with the appointment of the oldestmember
      shall terminate.                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | The Directors are appointed for
      a term of three years. The duties of a Director shallterminate
      at the close of the Ordinary General Meeting of shareholders which votes
      on theaccounts of the preceding financial
      year and is held in the year during which the term ofoffice
      of said Director comes to an end.                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | However, in order to allow a renewal
      of the terms as equal as possible and in any casecomplete
      for each period of three years, the Board of Directors will have the option
      todetermine the order of retirement of
      the Directors by impartial drawing in a BoardMeeting
      of one third of the Directors each year. Once the rotation established renewalswill take place according to seniority.                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Directors may always be re-elected;
      they may be revoked at any time by decision ofthe
      General Meeting of the shareholders.                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In case of death or resignation
      of one or several Directors, the Board of Directors maymake
      provisional appointments between two General Meetings.                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Appointments made by the Board of
      Directors pursuant to the above paragraph aresubmitted
      to the ratification of the next Ordinary General Meeting. Should the Meeting
      ofthe shareholders fail to ratify these
      provisional appointments, this shall not affect thevalidity
      of prior resolutions and acts of the Board of Directors.                                                                                                                        

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|   | When the number of members of the
      Board of Directors falls below the statutoryminimum,
      the remaining Directors must immediately convene the Ordinary GeneralMeeting
      in order to complete the membership of the Board of Directors.                                                                                                                                                        
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|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Director appointed to replace
      another Director shall remain in office for theremaining
      term of office of its predecessor only.                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | A salaried employee of the company
      may be appointed as a Director provided that hisemployment
      contract antedates his appointment and corresponds to a position actuallyheld. In such case, he shall not lose the
      benefit of his employment contract. The numberof
      Directors bound to the company by an employment contract may not exceed
      one thirdof the Directors in office.

ARTICLE 13  ORGANISATION AND OPERATION
  OF THE BOARD OF DIRECTORS

The Board of Directors shall elect a Chairman, who
  must be an individual, from among its members. It shall determine his term of
  office, which cannot exceed that of his office as Director and may dismiss him
  at any time.

The Board shall also determine the consideration
  to be paid to the Chairman.

The Chairman of the Board cannot be of more than
  sixty-five years old. Should the Chairman reach this age limit during his term
  of office as Chairman, his office would automatically terminate at the close
  of the nearest Board meeting. Subject to this provision, the Chairman of the
  Board may always be re-elected.

The Board may always elect one or several Vice-Chairman(men).
  It shall determine their term of office which cannot exceed that of their respective
  office as Director.

The officers of the meeting are the Chairman, the
  Vice-Chairman(men) and the Secretary.

The Secretary may be chosen from outside the Directors
  or the shareholders. The Board determines its term of office. The Secretary
  may always be re-elected.

ARTICLE 14  MEETING OF THE BOARD

|1. | The Board, convened by its Chairman,
      meets as often as required by the interest of thecompany.                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                               
|   | The convening is made by letter
      sent to each Director, at least eight days prior to themeeting;
      it shall mention the agenda of the meeting as set by the person(s) convening
      themeeting.                                                                                    
|   |                                                                                                                                                                                                                                                                                               
|   | However, the Board may meet without
      notice upon verbal convening and the agenda maybe
      set at the opening of the meeting:                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                               
|   |  when all Directors in office
      are present or represented, or                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                               
|   |  when it is convened by the
      Chairman during a shareholders meeting.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                               
|   | Moreover a meeting of the Board
      of Directors may also be convened by any group ofDirectors,
      representing at least one third of the members of the Board, if the Board
      hasnot met for more than two months. In
      such case, they shall indicate the agenda of themeeting.

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|   | The meetings
      of the Board are held at the registered office or at any place, in France
      orabroad.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Any Director
      may give to another Director, by letter, cable, telex, or telefax, a proxy
      toanother Director to be represented at
      a meeting of the Board. However, each Directormay
      only dispose of one proxy during the meeting.                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Board
      may validly act only if at least one half of its members are present.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Directors
      who participate in Board meetings by means of video-conference under theconditions defined by the Board of Directors
      shall be deemed to be present for purposesof
      calculating the quorum and majority. However, actual presence or representation
      shallbe necessary for any Board resolutions
      relating to the appointment and dismissal of theChairman
      or the Managing Director, to the drawing up of the annual financial statementsand consolidated financial statements,
      and to the preparation of the management reportand
      the report on the Groups management.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Decisions
      are made by a majority of votes of the members present or represented, eachDirector being entitled to one vote for
      himself and one for the Director he represents. Inthe
      event of a tie vote, the Chairmans vote is the deciding vote.                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | An attendance
      register shall be kept and signed by all the Directors attending eachmeeting
      of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | To be
      valid, copies or abstracts of the minutes of the meetings of the Board of
      Directors,shall be certified by the Chairman
      of the Board of Directors, a President, the Secretary,the
      Director temporarily delegated in the duties of Chairman or by a representative
      dulyauthorized to that effect.                                                                                                                                                                                                                                                                                           

ARTICLE 15  POWERS OF THE BOARD

The Board of Directors sets guidelines for the Companys
  activities and shall ensure their implementation. Subject to the powers expressly
  granted to the General Meetings of Shareholders and within the limits of the
  corporate purpose, it addresses any issue relating to the Companys proper
  operation and settles the affairs concerning it through its resolutions.

In its relations with third parties, the Company
  is bound even by acts of the Board of Directors falling outside the scope of
  the corporate purpose, unless it demonstrates that the third party knew that
  the act exceeded such purpose or that it could not have ignored it given the
  circumstances, it being specified that mere publication of the bylaws is not
  sufficient proof thereof.

The Board of Directors performs such monitoring
  and verifications as it deems appropriate. Each Director receives all necessary
  information for completing his assignment and may request any documents he deems
  useful.

ARTICLE 16  POWERS OF THE CHAIRMAN OF
  THE BOARD

|1. | The Chairman of the Board of Directors
      represents the Board of Directors. He chairs the meetings of the Board,
      and organizes and directs its work, for which he reports to the General
      Meeting of Shareholders. He ensures the proper operation of the corporate
      bodies and verifies, in particular, that the Directors are capable of fulfilling
      their assignments.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|2. | In case
      of temporary disability or death of the Chairman, the Board may temporarilydelegate a Director in the duties of the
      Chairman.                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                            
|   | In case
      of temporary disability this delegation is granted for a limited duration;
      it isrenewable. In case of death it is
      granted until the election of the new Chairman.

ARTICLE 17  GENERAL MANAGEMENT

1. Choice between the two methods
  of General Management

The Companys General Management is performed,
  under his responsibility, either by the Chairman of the Board of Directors,
  or by another individual appointed by the Board of Directors and bearing the
  title of Managing Director, depending upon the decision of the Board of Directors
  choosing between the two methods of exercising General Management. It shall
  inform the shareholders thereof in accordance with the regulatory conditions.

When the Companys General Management is assumed
  by the Chairman of the Board of Directors, the following provisions relating
  to the Managing Director shall apply him.

2. Managing Director

The Managing Director may or may not be chosen from
  among the Directors. The Board sets his term of office as well as his compensation.
  The Managing Director must not be more than sixty-five years old. If he exceeds
  that age, he shall be deemed to have resigned from office automatically.

The Managing Director may be dismissed at any time
  by the Board of Directors. If the dismissal is decided without just cause, it
  may give rise to damages, unless the Managing Director assumes the duties of
  Chairman of the Board of Directors.

The Managing Director is vested with the most extensive
  powers to act under any circumstances on behalf of the Company. He exercises
  such powers within the limits of the corporate purpose, and subject to the powers
  expressly granted by law to the General Meeting of Shareholders and to the Board
  of Directors.

He shall represent the Company in its relations
  with third parties. The Company is bound even by acts of the Managing Director
  falling outside the scope of the corporate purpose, unless it demonstrates that
  the third party knew that the act exceeded such purpose or could not have ignored
  it given the circumstances, it being specified that mere publication of the
  bylaws is not sufficient to establish such proof.

The provisions of the bylaws or decisions of the
  Board of Directors limiting the powers of the Managing Director are not binding
  on third parties.

3. Deputy Managing Directors

Upon the proposal of the Managing Director, the
  Board of Directors may appoint one or more individuals responsible for assisting
  the Managing Director, with the title of Deputy Managing Director, for whom
  it shall set the compensation.

The number of Deputy Managing Directors may not
  exceed five.

Deputy Managing Directors may be dismissed at any
  time by the Board of Directors, upon the proposal of the Managing Director.
  If the dismissal is decided without just cause, it may give rise to damages.

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When the Managing Director ceases to exercise his
  duties or is prevented from doing so, the Deputy Managing Directors remains
  in office with the same powers until the appointment of the new Managing Director,
  unless resolved otherwise by the Board.

In agreement with the Managing Director, the Board
  of Directors sets the scope and duration of the powers granted to Deputy Managing
  Directors. With regard to third parties, they shall have the same powers as
  the Managing Director.

The age limit applying to the Managing Director
  shall also apply to Deputy Managing Directors.

ARTICLE 18  DELEGATIONS OF POWERS

The Board of Directors may grant to one or more
  Directors, or to third parties, whether shareholders or not, with the ability
  to replace it, any authority, assignments and special offices for one or more
  specific purposes.

It may resolve to create committees responsible
  for studying such issues as it or the Managing Director submit thereto for examination.
  Such committees shall perform their duties at the discretion of the Board, which
  sets their composition and responsibilities, as well as the compensation of
  their members, if any.

The Managing Director and the Deputy Managing Directors
  may, at their discretion, consent to partial delegations of authority to third
  parties.

ARTICLE 19  AGREEMENTS SUBJECT TO AUTHORIZATION

|1. | Any sureties,
      endorsements and guarantees granted by the company must be authorizedby
      the Board of Directors as provided by law.                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Any agreement
      to be entered into between the company and one of its Directors or itsManaging
      Director or one of its Deputy Managing Directors, whether directly orindirectly
      or through an intermediary, must be submitted to the prior authorization
      of theBoard of Directors under the conditions
      provided by laws.                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Such prior
      authorization is also required for agreements between the company andanother
      enterprise, should one of the Directors or the Managing Director or one
      of theDeputy Managing Directors of the
      company be owner, partner with unlimited liability,Manager,
      Director, Managing Director, member of the Executive Board or SupervisoryBoard of said Company.

The same shall hold for any agreement entered into
  with a shareholder holding a proportion of voting rights greater than 5% or
  with any company which holds more than 5% of the Companys capital.

The above provisions do not apply to agreements
  relating to current operations entered into under normal terms. However, such
  agreements shall be communicated by the interested party to the Chairman, who
  shall communicate a list thereof to the Directors and Statutory Auditors.

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ARTICLE 20  PROHIBITED AGREEMENTS

Directors, other than legal entities, are forbidden
  to contract loans from the company in any form whatsoever, to secure an overdraft
  from it, on current account or otherwise, or to have the company guarantee or
  secure their undertakings toward third parties.

The same prohibition applies to the Managing Director,
  the Deputy Managing Directors and to permanent representatives of legal entities
  which are Directors. It also applies to spouses, ascendants and descendants
  of the persons referred to in this article as well as to all persons acting
  as intermediaries.

ARTICLE 21  REMUNERATION OF THE DIRECTORS

|1. | The General
      Meeting may allow to the Directors in remuneration for their services afixed sum as attendance fees, the amount
      of which is to be included in the operatingexpenses
      of the company.                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Board
      shall divide the amount of these attendance fees among its members as itdeems fit.                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | The Board
      may also authorize the reimbursement of the travel fares and expenses and
      ofthe expenses incurred by the Directors
      in the interest of the company.                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | The Board
      may allow special payments to Directors for projects assigned or delegated
      tothem pursuant to the provisions of article
      18 of these by-laws. These payments, to beincluded
      in the operating expenses of the company, shall be liable to the provision
      ofarticle 19 of these by-laws.                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | Apart
      from the amounts provided for under the three paragraphs above as well as
      fromthe salaries of the Directors being
      employees of the company, and from the consideration,whether
      fixed or proportional, to be paid to the Chairman, or the Director temporarilydelegated in the duties of Chairman, the
      Managing Director and, as applicable, theDeputy
      Managing Directors, no other consideration, permanent or not, may be paid
      to theDirectors.

ARTICLE 22  COUNCIL OF ADVISORS (Censeurs)

The Ordinary General Meeting may, upon proposal
  of the Board of Directors, appoint Advisors the number of whom shall not exceed
  nine.

In case of death or resignation of one or more Advisors,
  the Board of Directors may make provisional appointments subject to their ratification
  by the next Ordinary General Meeting.

The Advisors, who are chosen among the shareholders
  by reason of their skills, shall constitute a Council.

The Advisors are appointed for a term of three years
  ending at the close of the Ordinary General Meeting of the shareholders which
  acts on the accounts of the preceding financial year and held in the year during
  which their term of office comes to an end.

The Advisors are convened to the meetings of the
  Board of Directors and take part to the deliberations with a consultative vote.
  Their absence cannot however affect the validity of such deliberations.

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The Board of Directors may allocate fees to the
  Advisors the amount of which will be set off from the fees allocated by the
  General Meeting to the members of the Board of Directors.

ARTICLE 23  STATUTORY AUDITORS (COMMISSAIRES
  AUX COMPTES)

The audit of the company shall be carried out, as
  provided by law, by one or more Statutory Auditors legally entitled to be elected
  as such. When the conditions provided by law are met, the company must appoint
  at least two Statutory Auditors.

Each Statutory Auditor is appointed by the Ordinary
  General Meeting.

One or more supplementary deputy Statutory Auditors,
  who may be called to replace the regular Statutory Auditors in the case of death,
  disability or refusal to act of the latters, are appointed by the Ordinary General
  Meeting.

T I T L E   VMEETINGS OF SHAREHOLDERS

ARTICLE 24

|1. | The General Meetings of shareholders
      shall be convened and held as provided by law.The
      agenda of the Meeting shall be mentioned on the convening notice and letters;
      it isset by the corporate body convening
      the Meeting.                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | When the General Meeting has not
      been able to transact business validly due to a lack ofquorum,
      the second Meeting or, as the case may be, the prorogated second Meeting,
      isconvened in the same way at least six
      days prior to the Meeting. Notice and conveningletters
      relating to such second Meeting reproduce the date and agenda of the firstMeeting.                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Meetings are held at the registered
      office or at any other place mentioned in theconvening
      notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The right to take part to the Meetings
      of Shareholders is subject either to the registrationof
      the shareholder in a registered account or to the deposit, at the places
      mentioned in theconvening notice, of the
      bearer shares or of a certificate delivered by the bank, the creditestablishment
      or the stock broker with whom those shares are deposited or of a certificateof the authorized intermediary, certifying
      the inalienability of the shares until the date ofthe
      Meeting, at least five days prior to the Meeting.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | If there is one in the Company,
      two members of the Labor Committee appointed, by suchCommittee,
      may attend the General Meeting of Shareholders. Upon their request, theymust be heard with respect to any deliberation
      requiring unanimity of shareholders.                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | A shareholder can always validly
      be represented at a Meeting of shareholders by hisspouse
      or by another shareholder. The shareholders may vote by mail at any Meeting
      inaccordance with the laws and regulations.
      To be taken into account, the voting form musthave
      been received by the company at least three days prior to the date of the
      Meeting.                                                                                                                                                                               

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|   | Shareholders may address their proxy
      form and/or their voting form, in accordance withthe
      laws and regulations, either by mail or, if decided by the Board of Directors,
      byelectronic transmission.                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In accordance with the conditions
      set by applicable legal and regulatory provisions, andpursuant
      to a decision of the Board of Directors, the General Meetings of Shareholdersmay also be held by means of video conference
      or through the use of anytelecommunications
      media allowing the identification of shareholders.                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Any intermediary who meets the requirements
      set forth in paragraphs three and four ofarticle
      L. 228-1 of the French Commercial Code may, pursuant to a general securitiesmanagement agreement, transmit to a General
      Meeting of Shareholders the vote or proxyof
      a shareowner, as defined in paragraph three of that same article.                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Before transmitting any proxies
      or votes to a General Meeting of Shareholders, theintermediary
      shall be required, at the request of the issuing corporation or its proxy,
      toprovide a list of the non-resident owners
      of the shares to which such voting rights areattached.
      Such list shall be provided under the conditions provided for by applicableregulation.                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | A vote or proxy issued by an intermediary
      who either is not declared as such, or does notdisclose
      the identity of the shareowners, may not be counted.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Meeting is presided over by
      the Chairman of the Board of Directors or, in hisabsence,
      by the oldest Vice-Chairman of the Board of Directors or, in the absence
      of thelatter, by a Member of the Board
      of Directors appointed by the Board for that purpose. Ifno
      President has been appointed, the Meeting elects its President. The two
      Members ofthe Meeting present, having
      the greatest number of votes, and accepting that role, areappointed
      as Scrutineers. The Officers of the Meeting appoint a Secretary, who may
      butneed not be a shareholder.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | An attendance sheet is drawn up,
      in accordance with the law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | The voting right attached to a share
      is proportional to the share of the capital itrepresents.
      When having the same nominal value, each share, either in capital orredeemed
      (de jouissance), gives right to one vote.                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | However a voting right equal to
      twice the voting right attached to other shares, withrespect
      to the portion of the share capital that they represent, is granted:                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                              | to all
      fully paid up shares for which evidence of registration under the name of
      the same shareholder during at least three years will be brought;                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                              | to registered
      shares allocated to a shareholder in case of increase of the capital by
      capitalization of reserves, or of profits carried forward or of issuing
      premiums due to existing shares for which it was entitled to benefit of
      this right.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | This
      double voting right shall automatically come to an end in case of registered
      shares converted into bearer shares and/or conveyed in property. However
      any transfer by right or inheritance, by way of liquidation of community
      property between spouses or deed of gift inter vivos to the benefit of a
      spouse or an inheritant shall not interrupt the three years period nor cause
      the double voting right to end.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Votes
      shall be expressed either by raised hands or by standing up or by a roll-call
      as decided by the officers of the Meeting.                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | However
      a secret ballot may be decided:                                                                                                                                                                                                                                                                                                                                                                                                                

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| |  | either
      by the Board of Directors,                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                     
| |  | or by
      the shareholders representing at least one fourth of the capital if their
      requestwas made in writing and addressed
      to the Board of Directors or the corporate bodyhaving
      convened the Meeting, two days at least prior to the Meeting.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | The Ordinary General Meeting is the Meeting
      which makes decisions which do not amend the by-laws.                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | It is convened once a year at least, within
      six months from the end of each financial year to vote on the accounts of
      that financial year.                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In order to pass valid resolutions, an Ordinary
      General Meeting of the shareholders, convened upon first notice, must consist
      of shareholders, present or represented, holding at least one quarter of
      the shares having the right to vote. The deliberations of an Ordinary Meeting
      of Shareholders, convened upon second notice, shall be valid whatever be
      the number of the shareholders.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The resolutions of the Ordinary General Meeting
      are carried by a majority of the votes of the shareholders present or represented.                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Only the Extraordinary General Meeting may amend
      the by-laws. However, in no event can it increase the duties of the shareholders
      except in the case of transactions resulting form a regrouping of shares
      duly completed.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | As to the Extraordinary General Meetings of
      the shareholders, the quorum, upon first convening notice, is of one third
      of the voting shares, and of one fourth upon second convening notice or
      in the case of prorogation of the second Meeting.                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The resolutions of the Extraordinary General
      Meeting shall be carried out at a two third majority of the votes of the
      shareholders present or represented.                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | The copies or abstracts of the minutes of the
      Meetings shall be validly certified by the Chairman of the Board of Directors,
      by a President, or by the Secretary of the Meeting.                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Ordinary and Extraordinary Meetings shall
      exercise their respective powers as provided by law.                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | During constitutive Extraordinary General Meetings,
      which are those called to approve a contribution in kind or advantages granted
      to individuals, the contributor or the beneficiary cannot vote either for
      himself or as a proxy.                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | When there are several classes of shares, the
      rights attached to the shares of one class cannot be modified without a
      proper vote of an Extraordinary General Meeting opened to all shareholders
      and, on top of it, without a proper vote of a special Meeting of the sole
      owners of the shares of the class concerned.                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Special Meetings are convened and held as the
      Extraordinary General Meetings.                                                                                                                                                                                                                                                                                                                                        

ARTICLE 25  INFORMATION ON THE SHAREHOLDING

Any individual or legal entity who becomes the owner
  of a fraction of capital of at least one per cent shall notify the total number
  of shares it holds to the company. Such notice should be given within fifteen
  days from the date at which this percentage is reached.

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The same obligation applies whenever the portion
  of capital held increases by at least one per cent. However, it shall cease
  to be applicable when the portion of capital held is equal to or greater than
  60% of the share capital.

In case of non-compliance with the above obligation
  and upon the request of one or several shareholders holding at least 5% of the
  capital and recorded in the minutes of the General Meeting, the shares in excess
  of the percentage to be declared shall be deprived of their right to vote at
  any Meeting held until the expiration of a period of three months as from the
  date at which proper notification pursuant to the above paragraph is eventually
  made.

ARTICLE 26  IDENTIFICATION OF THE HOLDERS
  OF SECURITIES

The company may, at any time, in accordance with
  the applicable laws and regulations, request the body in charge of the clearing
  of securities to give it the name, nationality and address of natural persons
  or legal entities holding securities conferring an immediate or deferred right
  to vote at its own General Meetings of shareholders, as well as the number of
  securities held by such natural persons or legal entities and the restrictions,
  if any, which may exist upon the securities. A fee will be charged to the company
  for these informations, the maximum amount of which shall be determined in accordance
  with the provisions of an arrêté of the Minister of
  Economy.

In light of the list sent by the aforementioned
  body, the Company shall be entitled to request information concerning the owners
  of the shares listed above, either through the intervention of that body, or
  directly, to the persons appearing on that list and who might be, in the Companys
  opinion, registered on behalf of third parties.

When they act as intermediaries, such persons shall
  be required to disclose the identity of the owners of such shares. The information
  shall be provided directly to the authorized financial intermediary holding
  the account, who shall, in turn, be responsible for communicating it to the
  issuing company or the aforementioned body, as applicable.

T I T L E   VIRESULTS OF THE COMPANY

ARTICLE 27  FINANCIAL YEAR

Each financial year is of one year beginning on
  1st January and ending on 31st December.

ARTICLE 28  ANNUAL ACCOUNTS

The Board of Directors shall keep regular accounts
  of the corporate operations and shall draw up the annual accounts in conformity
  with the law and the commercial practice.

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ARTICLE 29  APPROPRIATION OF RESULTS
  AND ALLOCATION OF PROFITS

Out of the profit of a financial year, reduced by
  prior losses if any, an amount equal to at least 5% thereof shall be first deducted
  in order to form the legal reserve provided by law. This deduction
  is no longer required when the reserve amounts to one tenth of the capital of
  the company.

Distributable earnings are the net profit of a financial
  year, reduced by prior losses and by the deduction provided for in the preceding
  paragraph and increased by the profits carried forward.

Out of this amount, and subject to the decision
  of the Shareholders Meeting, it is first set off the amount necessary to distribute
  to the shareholders a preliminary dividend equal to 5% of the paid up but non-amortized
  nominal value of the shares.

This dividend is not cumulative from one financial
  year to the other.

The General Shareholders Meeting may decide to allocate
  all or a part of the amount remaining available to free, ordinary or extraordinary
  reserves or to carry it forward as it deems appropriate.

The balance, if any, is distributed to the shareholders
  as a super-dividend.

Furthermore, the General Shareholders Meeting may
  decide the distribution of amounts of such reserves it may dispose of, either
  to provide for or complete a dividend or as an exceptional distribution; in
  such case, the resolution shall expressly indicate the reserve to which these
  payments shall be allocated. However, the dividends shall be set off by priority
  from the distribuable earnings of the financial year.

When a balance sheet, drawn up during, or at the
  end of the financial year, and certified by the statutory auditor, shows that
  the company, since the close of the preceding financial year, after having made
  the necessary depreciations and provisions and after deduction of the prior
  losses, if any, as well as of the amounts which are to be allocated to the reserves
  provided by law or by the by-laws, and taking into account profits carried forward,
  if any, has available earnings, the Board of Directors may resolve the distribution
  of interim dividends prior to the approval of the accounts of the financial
  year, and may determine the amount thereof and the date of such distribution.
  The amount of such interim dividends cannot exceed the amount of the profits
  as defined in this paragraph.

Any dividend distributed in violation of the above
  mentioned rules, is fictitious.

When the results of a financial year is a loss,
  such loss, after approval of the annual accounts by the Ordinary General Meeting,
  is either set off against the profits carried forward or added to the losses
  carried forward; when the balance is negative, it is carried forward to be set
  off against future profits.

ARTICLE 30  PAYMENT OF DIVIDENDS

The General Meeting shall determine the terms of
  payment of dividends; failing such determination, these terms shall be determined
  by the Board of Directors.

However, the dividends must be declared payable
  no more than nine months following the close of the financial year, unless such
  period is extended by Court order.

The shareholders cannot be forced to repay the dividends
  unless the two following conditions are met:

| |  | the distribution was made in violation
      of the legal provisions,
| | - | ---------------------------------------------------------------------

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| |  | the company has brought evidence
      that the beneficiaries knew of or could not ignore the irregularity of the
      distribution at the time it was made.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

The action for repayment is time barred after ten
  years from the date at which the dividends became payable.

The payment of dividends is time barred after five
  years from the date at which they became payable.

T I T L E   VIIDISSOLUTION  LIQUIDATION

ARTICLE 31  PREMATURE DISSOLUTION

An Extraordinary General Meeting may at any time
  declare the premature dissolution of the company.

ARTICLE 32  LOSS OF ONE HALF OF THE CAPITAL
  OF THE COMPANY

If, as a consequence of losses showed by the companys
  accounts, the net assets (capitaux propres) of the company are reduced below
  one half of the capital of the company, the Board of Directors must, within
  four months from the approval of the accounts showing such loss, convene an
  Extraordinary General Meeting of shareholders in order to decide whether the
  company ought to be dissolved before its statutory term.

If the dissolution is not resolved, the capital
  must, at the latest by the end of the second financial year following the financial
  year during which the losses were established and subject to the legal provisions
  concerning the minimum capital of sociétés anonymes,
  be reduced by an amount at least equal to the losses which could not be charged
  on reserves, if during that period the net assets have not been restored up
  by an amount at least equal to one half of the capital.

In the absence of General Meeting or in the case
  where the Meeting has not been able to validly act, any interested party may
  institute legal proceedings to dissolve the company.

ARTICLE 33  EFFECT OF THE DISSOLUTION

The company is in liquidation as soon as it is dissolved
  for any reason whatsoever. It continues to exist as a legal entity for the needs
  of this liquidation up to the completion of it.

During the period of the liquidation, the General
  Meeting shall retain the same powers as it did exercise during the life of the
  company.

The shares shall remain transferable until the completion
  of the liquidation proceedings.

The dissolution of the company is only valid vis
  à vis third parties as from the date at which it has been published at
  the Register of Commerce and Companies.

17

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ARTICLE 34  APPOINTMENT OF LIQUIDATORS
   POWERS

Upon the expiration of the term of existence of
  the company or in the case of its premature dissolution, the Meeting of the
  shareholders shall decide the methods of liquidation and appoint one or several
  liquidators whose powers it will determine, and who will exercise their duties
  according to the law. The appointment of the liquidator(s) terminates the office
  of the Directors, as well as that of the Advisors, if any.

ARTICLE 35  LIQUIDATION  CLOSING

After payment of the liabilities, the remaining
  assets shall be used first for the payment to the shareholders of the amount
  paid for their shares and not amortized.

The balance, if any, shall be divided among all
  the shares.

The shareholders are convened at the end of the
  liquidation in order to decide on the final accounts, to discharge the liquidators
  from liability for their acts of management and the performance of their office,
  and to take notice of the closing of the liquidation.

The closing of the liquidation shall be published
  as provided by law.

ARTICLE 36  LITIGATIONS

Any dispute between the company and any of its shareholders
  arising from the present by-laws and/or deriving therefrom shall be settled
  by the Commercial Court of Paris.

* 
  *     *

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