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Exhibit 1.1

Free translation from the French













TECHNIP-COFLEXIP




La Défense 6  170 Place Henri
Régnault

92973 PARIS LA DEFENSE CEDEX




TRADE REGISTER Nr:

R.C.S. NANTERRE B 589 803 261





ARTICLES OF ASSOCIATION


















April 11, 2003






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TABLE OF CONTENTS



|                                                                                       |                                                                                                                                   |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                                                                
|CORPORATE FORM -- CORPORATE NAME -- CORPORATE PURPOSE -- REGISTERED OFFICE -- DURATION
|                                                                                       | ARTICLE 1 -- CORPORATE FORM                                                                                                      
|                                                                                       | ARTICLE 2 -- CORPORATE NAME                                                                                                      
|                                                                                       | ARTICLE 3 -- CORPORATE PURPOSE                                                                                                   
|                                                                                       | ARTICLE 4 -- REGISTERED OFFICE                                                                                                   
|                                                                                       | ARTICLE 5 -- DURATION                                                                                                            
|PART II                                                                               
|SHARE CAPITAL -- SHARES                                                               
|                                                                                       | ARTICLE 6 -- SHARE CAPITAL                                                                                                       
|                                                                                       | ARTICLE 7 -- PAYMENT FOR THE SHARES                                                                                              
|                                                                                       | ARTICLE 8 -- INTEREST ON LATE PAYMENTS                                                                                           
|                                                                                       | ARTICLE 9 -- FORM AND TRANSFER OF SHARES                                                                                         
|                                                                                       | ARTICLE 10 -- INDIVISIBILITY OF THE SHARES                                                                                       
|                                                                                       | ARTICLE 11 -- RIGHTS AND DUTIES ATTACHED TO THE SHARES                                                                           
|                                                                                       | ARTICLE 12 -- DOUBLE VOTING RIGHTS                                                                                               
|                                                                                       | ARTICLE 13 -- IDENTIFICATION OF SHAREHOLDERS -- CROSSING OF THRESHOLDS                                                           
|PART III                                                                              
|ADMINISTRATION OF THE COMPANY                                                         
|                                                                                       | ARTICLE 14 -- COMPOSITION OF THE BOARD OF DIRECTORS                                                                              
|                                                                                       | ARTICLE 15 -- CHAIRMAN OF THE BOARD OF DIRECTORS                                                                                 
|                                                                                       | ARTICLE 16 -- MEETINGS OF THE BOARD OF DIRECTORS                                                                                 
|                                                                                       | ARTICLE 17 -- PREROGATIVES OF THE BOARD OF DIRECTORS                                                                             
|                                                                                       | ARTICLE 18 -- MANAGEMENT OF THE COMPANY                                                                                          
|                                                                                       | ARTICLE 19 -- CHIEF EXECUTIVE OFFICER (Directeur Général) AND EXECUTIVE VICE PRESIDENTS (Directeurs Généraux Délégués)           
|                                                                                       | ARTICLE 20 -- COMMITTEES -- INTERNAL RULE                                                                                        
|                                                                                       | ARTICLE 21 -- AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS AND OFFICERS                                                      
|                                                                                       | ARTICLE 22 -- COMPENSATION OF THE DIRECTORS, THE CHAIRMAN OF THE BOARD, THE CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE PRESIDENTS
|PART IV                                                                               
|GENERAL MEETINGS                                                                      
|                                                                                       | ARTICLE 23 -- GENERAL RULES                                                                                                      
|                                                                                       | 3.Attendance                                                                                                                     
|PART V                                                                                
|STATUTORY AUDITORS                                                                    
|                                                                                       | ARTICLE 24 -- STATUTORY AUDITORS                                                                                                 
|PART VI                                                                               
|INVENTORIES -- PROFITS -- RESERVE FUNDS                                               
|DISTRIBUTION OF PROFITS                                                               
|                                                                                       | ARTICLE 25 -- FISCAL YEAR                                                                                                        
|                                                                                       | ARTICLE 26 -- ANNUAL ACCOUNTS                                                                                                    
|                                                                                       | ARTICLE 27 -- DISTRIBUTION OF PROFITS                                                                                            
|                                                                                       | ARTICLE 28 -- PAYMENT OF DIVIDENDS                                                                                               
|PART VII                                                                              
|DISSOLUTION -- LIQUIDATION                                                            
|                                                                                       | ARTICLE 29 -- DISSOLUTION -- LIQUIDATION                                                                                         
|PART VIII                                                                             
|DISPUTES                                                                              
|                                                                                       | ARTICLE 30 -- DISPUTES                                                                                                           
|EX-1.1: BY-LAWS AS AMENDED                                                            
|EX-12.1: CERTIFICATION OF THE C.E.O.                                                  
|EX-12.2: CERTIFICATION OF THE C.F.O.                                                  



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##### Table of Contents



TABLE OF CONTENTS

|                                                                                                      |  |                                                                                                                    |  |       |    | 
|----------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | ----- | -- | 
|Article:                                                                                              |  | Title:                                                                                                             |  | Page: |   
|                                                                                                      |  |                                                                                                                    |  |       |   
|PART I CORPORATE FORM  CORPORATE
    NAME 
    CORPORATE PURPOSE  REGISTERED OFFICE 
    DURATION
|ARTICLE 1                                                                                             |  | CORPORATE FORM                                                                                                     |  |       | 2  | 
|ARTICLE 2                                                                                             |  | CORPORATE NAME                                                                                                     |  |       | 2  | 
|ARTICLE 3                                                                                             |  | CORPORATE PURPOSE                                                                                                  |  |       | 2  | 
|ARTICLE 4                                                                                             |  | REGISTERED OFFICE                                                                                                  |  |       | 3  | 
|ARTICLE 5                                                                                             |  | DURATION                                                                                                           |  |       | 3  | 
|PART II SHARE CAPITAL 
    SHARES                                                                    |  |                                                                                                                    |  |      
|ARTICLE 6                                                                                             |  | SHARE CAPITAL                                                                                                      |  |       | 4  | 
|ARTICLE 7                                                                                             |  | PAYMENT FOR THE SHARES                                                                                             |  |       | 4  | 
|ARTICLE 8                                                                                             |  | INTEREST ON LATE PAYMENTS                                                                                          |  |       | 4  | 
|ARTICLE 9                                                                                             |  | FORM AND TRANSFER OF SHARES                                                                                        |  |       | 4  | 
|ARTICLE 10                                                                                            |  | INDIVISIBILITY OF THE SHARES                                                                                       |  |       | 4  | 
|ARTICLE 11                                                                                            |  | RIGHTS AND DUTIES ATTACHED TO THE SHARES                                                                           |  |       | 4  | 
|ARTICLE 12                                                                                            |  | DOUBLE VOTING RIGHTS                                                                                               |  |       | 5  | 
|ARTICLE 13                                                                                            |  | IDENTIFICATION OF SHAREHOLDERS CROSSING OF
    THRESHOLD                                                           |  |       | 5  | 
|PART III ADMINISTRATION OF THE
    COMPANY                                                            |  |                                                                                                                    |  |      
|ARTICLE 14                                                                                            |  | COMPOSITION OF THE BOARD OF DIRECTORS                                                                              |  |       | 6  | 
|ARTICLE 15                                                                                            |  | CHAIRMAN OF THE BOARD OF DIRECTORS                                                                                 |  |       | 7  | 
|ARTICLE 16                                                                                            |  | MEETINGS OF THE BOARD OF DIRECTORS                                                                                 |  |       | 7  | 
|ARTICLE 17                                                                                            |  | PREROGATIVES OF THE BOARD OF DIRECTORS                                                                             |  |       | 7  | 
|ARTICLE 18                                                                                            |  | MANAGEMENT OF THE COMPANY                                                                                          |  |       | 8  | 
|ARTICLE 19                                                                                            |  | CHIEF EXECUTIVE OFFICER (Directeur
    Général)AND EXECUTIVE VICE PRESIDENTS
    (Directeurs Généraux Délégués)    |  |       | 8  | 
|ARTICLE 20                                                                                            |  | COMMITTEES  INTERNAL RULE                                                                                         |  |       | 9  | 
|ARTICLE 21                                                                                            |  | AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS
    AND OFFICERS                                                  |  |       | 9  | 
|ARTICLE 22                                                                                            |  | COMPENSATION OF THE DIRECTORS, THE CHAIRMAN OF
    THE BOARD, THE CHIEF EXECUTIVE OFFICER AND EXECUTIVE PRESIDENTS |  |       | 10 | 
|PART IV GENERAL MEETINGS                                                                              |  |                                                                                                                    |  |      
|ARTICLE 23                                                                                            |  | GENERAL RULES                                                                                                      |  |       | 11 | 
|PART V STATUTORY AUDITORS                                                                             |  |                                                                                                                    |  |      
|ARTICLE 24                                                                                            |  | STATUTORY AUDITORS                                                                                                 |  |       | 12 | 
|PART VI INVENTORIES 
    PROFITS  RESERVE FUNDS  DISTRIBUTION OF
    PROFITS                      
|ARTICLE 25                                                                                            |  | FISCAL YEAR                                                                                                        |  |       | 13 | 
|ARTICLE 26                                                                                            |  | ANNUAL ACCOUNTS                                                                                                    |  |       | 13 | 
|ARTICLE 27                                                                                            |  | DISTRIBUTION OF PROFITS                                                                                            |  |       | 13 | 
|ARTICLE 28                                                                                            |  | PAYMENT OF DIVIDENDS                                                                                               |  |       | 13 | 
|PART VII DISSOLUTION 
    LIQUIDATION                                                                |  |                                                                                                                    |  |      
|ARTICLE 29                                                                                            |  | DISSOLUTION  LIQUIDATION                                                                                          |  |       | 14 | 
|PART VIII DISPUTES                                                                                    |  |                                                                                                                    |  |      
|ARTICLE 30                                                                                            |  | DISPUTES                                                                                                           |  |       | 15 | 

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PART I









CORPORATE FORM  CORPORATE
NAME  CORPORATE PURPOSE 

REGISTERED OFFICE 
DURATION




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ARTICLE 1  CORPORATE FORM


TECHNIP (the Company) is formed as a
public limited company (société
anonyme), governed by the provisions of the Book II of
the Commercial Code, the Decree of March 23, 1967 n 67-236,
the legislation in force governing public limited companies and
by these articles of association.




ARTICLE 2  CORPORATE NAME

The Company has the corporate name:
TECHNIP-COFLEXIP.

On all agreements and documents prepared by the
Company and intended for third parties, the corporate name must
always be preceded or followed by the words
société anonyme or
S.A., together with a statement as to the amount
of the share capital, the Companys registration number at
the Register of Commerce as well as the place of the said
Register.




ARTICLE 3  CORPORATE
PURPOSE

The Company has the following purpose in all
countries:

All engineering studies and services, and
construction of complex industrial plants, in particular for
hydrocarbons, as well as all fields of industry, notably
chemicals and life sciences.

The conception, manufacturing, purchase, sale,
construction, assembly and installation of materials, products,
equipment and systems intended for said installations, in
particular fixed or floating platforms and pipelines for the
development of oil fields at sea.

The provision of all services related to these
products, equipment and installations.

The development and implementation of all
processes and products for practical use in industry of the
results of research carried out by the Company or by any other
individual or entity.

The registration, acquisition, obtention, direct
or indirect use, sale or purchase of all brands, processes,
patents, and licences for the use of patents.

The direct or indirect participation by the
Company in all operations of the said type, either by way of
formation of companies, contributions to existing companies,
mergers with them, transfer to companies of all or part of its
assets or rights in real and personal property, subscriptions,
purchases and sales of securities and corporate interests,
partnerships, advances, loans or otherwise.

The investment by all means and in any form, in
companies or industrial, commercial, financial and real property
enterprises, whether French or foreign, regardless of legal form
or organisation and, where necessary, the disposal of these
investments.

Generally all transactions of a commercial,
financial, industrial or civil nature or in real or personal
property, related directly or indirectly to any of the purposes
listed above and to any similar or related purposes, both on its
own behalf or on behalf of third parties, and more generally all
transactions facilitating or related to the realization of these
purposes.

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ARTICLE 4  REGISTERED
OFFICE

The Companys registered office is at: La
Défense 6, 170 Place Henri-Régnault, 92973 PARIS LA
DEFENSE CEDEX.

It may be transferred to any other place within
the Hauts-de-Seine départementor to any place in
any départementbordering the Hauts-de-Seine by
decision of the Board of Directors, provided the said decision
is ratified by the following Ordinary General Shareholders
Meeting.

It may be transferred to any place elsewhere by
decision of a Extraordinary General Shareholders Meeting.




ARTICLE 5  DURATION

The duration of the Company is fixed at
ninety-nine years from April 21, 1958. It shall hence
expire on April 20, 2057, unless it is wound up prior
thereto or its duration is extended as provided for in these
articles of association.

At least one year before the Companys
expiry date, the Management Board shall convene the
Extraordinary General Shareholders Meeting for the purpose
of deciding whether the Companys duration is to be
extended.

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PART II









SHARE CAPITAL  SHARES



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ARTICLE 6  SHARE CAPITAL


The share capital is fixed at the sum of
71,394,412.20 euros and divided into 23,408,004 fully paid in
shares, all of the same class.




ARTICLE 7  PAYMENT FOR THE
SHARES

The price of shares to be subscribed for in cash
is payable either at the registered office, or at any other
place specified for the said purpose.

The Board of Directors may authorize pre-payments
and may accept payments by way of set-off against amounts due
and payable by the Company.




ARTICLE 8  INTEREST ON LATE
PAYMENTS

Any payment that is delayed shall automatically
bear interest for the benefit of the Company at the rate of 3%
above the three-month EURIBOR rate (or any other index replacing
it), at a minimum of 7%, effective from the date the payment
became due, calculated on a daily basis, and without the need
for any formalities. The Company nonetheless reserves its right
to initiate proceedings against the defaulting shareholder and
its right to injunctive relief as provided for by law.




ARTICLE 9  FORM AND TRANSFER OF
SHARES

The shares are in registered or bearer form, at
the shareholders choice. They shall give rise to
registration in the ledgers in accordance with the terms and
conditions provided by law.

They shall be freely negotiable subject to
applicable laws and regulations. They shall be transferable from
one account to another.




ARTICLE 10  INDIVISIBILITY OF THE
SHARES

The shares shall be indivisible with respect to
the Company.

Joint owners of shares may be represented at the
General Shareholders Meetings by either one of the owners
or by a joint appointee. In the event of a dispute, an appointee
will be appointed by the court at the request of the most
diligent joint owner.

The voting rights attached to jointly owned
share(s) belongs to the beneficial owner (usufruitier) at
Ordinary General Shareholders Meetings, but to the bare
owner (nu-propriétaire) at Extraordinary General
Shareholders Meetings.




ARTICLE 11  RIGHTS AND DUTIES
ATTACHED TO THE SHARES

Each share shall give a right to the corporate
assets, to the distribution of the profits and to any
liquidation surplus (boni de liquidation), in proportion
to the number of shares issued.

The shareholders shall be liable only up to the
amount of their capital contributions.

Share ownership automatically implies adherence
to the Companys articles of association and to the
decisions of the General Shareholders Meetings.

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The rights and duties attached to each share
shall pass with the title of the share, to whomever becomes the
owner thereof.

Whenever it is necessary to own a certain number
of shares in order to exercise a right of any kind, in
particular in the event of an exchange, consolidation or
allotment of shares, or following an increase in or reduction of
share capital  whatever the terms and conditions
thereto may be  a merger or any other transaction,
shareholders holding a number of shares fewer than that required
may exercise their rights only on condition that they make their
own personal arrangements with regard to consolidation and,
where applicable, to the purchase or sale of the number of
shares or rights forming the necessary fractional share.




ARTICLE 12  DOUBLE VOTING
RIGHTS

Since November 24, 1995, double voting
rights, taking into account the fraction of the share capital
that they represent, have been attributed to all fully paid-up
shares which can be proved to have been registered in the name
of the same shareholder for at least two years.

In the event of an increase of share capital by
capitalization of reserves, profits or issue premiums, double
voting rights shall also be granted as from the time of their
issue to registered shares granted free of charge to a
shareholder in respect of existing shares, entitling such
shareholder to the benefit of the said right.

Registered shares benefiting from double voting
rights that are converted into bearer form for any reason
whatsoever shall lose such double voting rights.




ARTICLE 13  IDENTIFICATION OF
SHAREHOLDERS  CROSSING OF THRESHOLDS

In accordance with applicable laws and
regulations, the Company may at any time ask the body
responsible for clearing securities for information enabling it
to identify the holders of shares carrying immediate or future
voting rights at General Shareholders Meetings, as well as
the number of shares held by each of them and, where applicable,
any restrictions that may affect such shares.

Any shareholder acting alone or in a group (en
concert), in addition to the thresholds referred to in
Article L.233-7 of the Commercial Code, who comes to hold
or ceases to hold, directly or indirectly, 1% of the
Companys share capital or voting rights, or a multiple of
said percentage less than or equal to 33%, shall notify the
Company within five trading days of having crossed any one of
these thresholds, by registered letter with return receipt
requested, of the aggregate number of shares, voting rights or
securities giving right to the Companys share capital,
which it holds, directly or indirectly, alone or in a group
(en concert).

Notwithstanding the obligation of ultimate
shareholders the custodian intermediary appearing as holder of
shares of the Company (in accordance with article L 228-1 of the
Commercial Code) is bound to make any declaration requested
pursuant to these articles of association.

Any failure to comply with the notification of
the crossing of a statutory threshold shall give rise to
forfeiture of those voting rights exceeding the fraction that
was required to have been declared pursuant to the provisions
detailed above, for all General Shareholders Meetings that
may be held during a period of two years following the curing of
notice, at the request of one or more shareholders, together
holding at least 1% of the Companys share capital or
voting rights, such request being recorded in the minutes of the
General Shareholders Meetings.

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PART III









ADMINISTRATION OF THE COMPANY



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ARTICLE 14  COMPOSITION OF THE
BOARD OF DIRECTORS


1.   Number of
Directors

The Company shall be administered by a Board of
Directors consisting of three to eighteen members, subject to
applicable laws.

2.   Shareholding of
Directors

Each Director must, for the duration of his term,
hold at least one hundred shares of the Company, which should be
held in the registered form.

If, upon his appointment, a director does not
hold or, during the term of his office ceases to hold, the
requisite number os hares, he will be deemed to have resigned
unless he cures the situation within three months.

3.   Legal entities as
Directors

The Directors could be either individual or legal
entities. In the latter case, the legal entity is bound to
appoint a permanent representative at the time of its
appointment, which said representative shall be subject to the
same conditions and obligations and shall incur the same civil
and criminal liabilities as if he were a director in his own
name, without prejudice to the liability of the moral entity
that he represents.

The permanent representative is appointed for the
duration of the term of office of the appointing legal entity.
His appointment should be confirmed upon each renewal of the
term of office as director of the legal entity.

If the legal entity retracts its permanent
representatives appointment, it must notify it by
registered mail, to the Company, together with the name of its
new permanent representative. The same applies in the event of
death or resignation of the permanent representative.

4.   Term of office

The members of the Board of Directors are
appointed for four (4) years, expiring after the Ordinary
General Shareholders Meeting having approved the accounts
for the prior fiscal year and which is held in the year in which
the term expires.

Each member of the Board of Directors may always
be reappointed.

5.   Age limit

No one may be appointed to the Board of Directors
if he is over the age of seventy (70). Any Director over this
age shall be deemed to have resigned after the Ordinary General
Shareholders Meeting having approved the accounts for the
previous fiscal year and which is held in the year in which the
term expires.

6.   Vacancies 
Temporary appointments  Ratifications

In the event of a vacancy of one or several seats
as a result of death or resignation, the Board of Directors may,
between two General Shareholders Meetings, make temporary
appointments.

If there are fewer than three members of the
Board of Directors, the Board of Directors must immediately
convene an Ordinary General Shareholders Meeting to
appoint new members to fill the Board of Directors.

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The temporary appointments made by the Board of
Directors are subject to ratification by the following Ordinary
General Shareholders Meeting. The member appointed to
replace another member is appointed for the remainder of his
predecessors term.




ARTICLE 15  CHAIRMAN OF THE BOARD
OF DIRECTORS

1.   Appointment

The Board of Directors shall elect a Chairman
from among its members who are physical persons. He exercises
his functions for the duration of his term of office as member
of the Board of Directors.

The Board of Directors may elect one or several
Vice Chairman of whom it will determine the term of office which
may not exceed the term of office as Director.

2.   Age limit

No one may be elected Chairman of the Board of
Directors if he is over the age of sixty-five (65). The Chairman
of the Board of Directors shall be deemed to have resigned at
the end of the Ordinary General Shareholders Meeting
having approved the accounts for the fiscal year in which he
reached this age.

3.   Powers

The Chairman of the Board of Directors shall
represent the Board of Directors. He shall organize and direct
the work of the Board and shall report on such work to the
Annual Meeting. He shall see to it that the structures of the
Company operate properly, and, in particular, he shall see to it
that the Directors are able to perform their responsibilities.




ARTICLE 16  MEETINGS OF THE BOARD
OF DIRECTORS

1.   Notice of
meetings

The meeting of the Board of Directors are
convened by any means including verbally.

2.   Meetings

At least half the members of the Board of
Directors must be present in person for the meetings to be
valid. The members of the Board of Directors participating by
video-conference in compliance with the conditions set by
applicable law, will be counted as present for the purposes of
computing the quorum and the majority.

Decisions are adopted by a majority of the
members present in person or represented. The Chairman shall
have the casting vote in the event of a tie.

The Board of Directorss deliberations are
recorded in minutes established in accordance with applicable
laws and regulations. Copies and excerpts of the minutes of
meeting of the Board of Directors are delivered and certified in
accordance with law.

The Board may appoint a Secretary who needs
neither to be one of its members nor a shareholder.




ARTICLE 17  PREROGATIVES OF THE
BOARD OF DIRECTORS

1.   Powers

The Board of Directors shall set the guidelines
for the business of the Company and shall see to it that they
are implemented. Subject to the powers expressly assigned to
Shareholders Meetings, and within the scope of the
corporate purpose, it shall take up any and all issues affecting
the proper operation of the Company and shall decide in its
meetings any business concerning the Company.

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2.   Limits

In relationships with third parties, the Company
shall be bound even by actions of the Board of Directors which
are not related to the corporate purpose, unless it can prove
that the third party knew that the action exceeded such purpose
or that it could not be unaware of it given the circumstances;
publication of the articles of association shall not in and of
itself constitute proof.

3.   Control

The Board of Directors shall undertake any and
all audits and controls it may deem appropriate. Every Director
shall receive all information necessary to perform his
responsibilities and may request any and all documents he deems
necessary.

4.   Executive Vice-Presidents
(Directeurs Généraux
Délégués)

On the recommendation of the Chief Executive
Officer, the Board of Directors may appoint one or more
individuals to assist the Chief Executive Officer, with the
title of Executive Vice President.

The maximum number of Executive Vice Presidents
that may be appointed shall be five.

No one could be elected of an Executive Vice
President if he is over the age of sixty-five (65). Any
Executive Vice President over this age shall be deemed to have
resigned after the General Ordinary Shareholders Meeting
having approved the accounts for the prior fiscal year and which
is held in the year in which the term expires.

On the recommendation of the Chief Executive
Officer, the Executive Vice Presidents may be removed at any
time by the Board of Directors. If the decision to remove them
is made without just grounds, it may result in payment of
damages.

If the Chief Executive Officer ceases to perform,
or is prevented from performing his duties, the Executive Vice
Presidents shall retain their positions and authorities until
the new Chief Executive Officer is appointed, unless the Board
decides otherwise.

In agreement with the Chief Executive Officer,
the Board of Directors shall determine the extent and the
duration of the powers granted to the Executive Vice Presidents.
With respect to third parties, the Executive Vice Presidents
shall have the same powers as the Chief Executive Officer.




ARTICLE 18  MANAGEMENT OF THE
COMPANY

The Management of the Company shall be assumed
under his responsibility either by the Chairman of the Board of
Directors or by other individual person appointed by the Board
of Directors with the title of Chief Executive Officer
(Directeur Général).

Under the condition that the matter appears on
the agenda of the meeting, the Board of Directors makes a choice
between the two options of management referred above. The type
of management so selected shall remain in force until further
decision to the contrary.

Shareholders and third parties shall be informed
of the choice made by the Board of Directors in accordance with
applicable laws.




ARTICLE 19  CHIEF EXECUTIVE OFFICER
(Directeur Général) AND EXECUTIVE VICE
PRESIDENTS (Directeurs Généraux
Délégués)

1.   Chief Executive
Officer

The Chief Executive Officer shall be vested with
the broadest powers to act in all circumstances on behalf of the
Company. He shall exercise such powers within the scope of the
corporate purpose, subject to any powers granted expressly by
law to the Shareholders Meetings and the Board of
Directors.

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He shall represent the Company in its
relationships with third parties. The Company shall be bound
even by the actions of the Chief Executive Officer which are not
related to the corporate purpose, unless it can prove that the
third party knew that the action exceeded such purpose or that
it could not be unaware of it given the circumstances;
publication of the articles of association shall not in and of
itself constitute proof.

The provisions of the articles of association or
the decisions by the Board of Directors limiting the powers of
the Chief Executive Officer shall not be binding on third
parties.

If the Chairman of the Board of Directors takes
over the Management of the Company, the provisions of this
Article and the laws pertaining to the Chief Executive Officer
shall apply to the Chairman.

No one may be appointed Chief Executive Officer
if he is over the age of sixty-five (65). The Chief Executive
Officer shall be deemed to have resigned at the end of the
Ordinary General Shareholders Meetings having approved the
accounts for the fiscal year in which he reaches this age.

The Chief Executive Officer may be removed at any
time by the Board of Directors. If the decision to remove him is
made without just grounds, it can result in payment of damages,
unless the Chief Executive Officer assumes the position of
Chairman of the Board of Directors.

2.   Executive Vice
Presidents

On the recommendation of the Chief Executive
Officer, the Board of Directors may appoint one or more
individuals to assist the Chief Executive Officer, with the
title of Executive Vice President.

The maximum number of Executive Vice Presidents
that may be appointed shall be five.

No one may be appointed Executive Vice President
if he is over the age of sixty-five (65). The Executive Vice
President shall be deemed to have resigned at the end of the
Ordinary General Shareholders Meeting having approved the
accounts for the fiscal year in which he reaches this age.

On the recommendation of the Chief Executive
Officer, the Executive Vice Presidents may be removed at any
time by the Board of Directors. If the decision to remove them
is made without just grounds, it may result in payment of
damages.

If the Chief Executive Officer ceases to perform,
or is prevented from performing his duties, the Executive Vice
Presidents shall retain their positions and authorities until
the new Chief Executive Officer is appointed, unless the Board
decides otherwise.

In agreement with the Chief Executive Officer,
the Board of Directors shall determine the extent and the
duration of the powers granted to the Executive Vice Presidents.

With respect to third parties, the Executive Vice
Presidents shall have the same powers as the Chief Executive
Officer.




ARTICLE 20  COMMITTEES 
INTERNAL RULE

The Board of Directors may decide to establish
committees in order to study specific matters on the request of
the Board itself or of its Chairman.

It decides of the composition and duties of the
committees which operate under its responsibility.

The Board of Directors will be entitled in
particular to establish a strategic committee, an appointment
and compensation committee and an audit committee.

The Board of Directors may approve an internal
rule.




ARTICLE 21  AGREEMENTS BETWEEN THE
COMPANY AND ITS DIRECTORS AND OFFICERS

Any agreement between the Company and the Chief
Executive Officer, one of his Executive Vice Presidents, a
member of the Board of Directors, whether directly or indirectly
through a third party, one of its shareholders

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holding 5% or more of the voting rights, or the
company in control of a shareholder which is a company holding
5% or more of the voting rights, must receive prior
authorization by the Board of Directors.


The same applies to agreements in which those
persons mentioned in the preceding paragraph have an indirect
interest.

Agreements between the Company and another
company, of which the Chief Executive Officer, one of his
Executive Vice Presidents, one of the members of the Board of
Directors of the Company is the owner, general partner, manager,
director, member of the Board of Directors, or in a general
sense is an officer, are also subject to prior authorization.

The preceding provisions do not apply to
agreements relating to ongoing transactions and those entered
into under normal conditions. These agreements, however, must be
brought by the interested party to the attention of the Chairman
of the Board of Directors who will provide a list and purpose
thereof to the members of the Board of Directors and to the
statutory auditors.




ARTICLE 22  COMPENSATION OF THE
DIRECTORS, THE CHAIRMAN OF THE BOARD, THE CHIEF EXECUTIVE
OFFICER AND EXECUTIVE VICE PRESIDENTS

1.   Compensation

The Board of Directors shall determine the
compensation of the Chairman, the Chief Executive Officer, and
the Executive Vice Presidents.

Without being bound by its previous decisions,
the Ordinary General Shareholders Meeting may allocate to
the members of the Board of Directors, as compensation for their
activities, attendance fees (jetons de présence),for a fixed annual amount.

The Board of Directors shall distribute the
overall amounts allocated to it freely between its members.

The Board of Directors may distribute exceptional
compensation for special assignments or mandates entrusted to
members of the Board of Directors. This exceptional compensation
is subject to the provisions of Article 21 above.

2.   Reimbursement

The Board of Directors may authorize the
reimbursement of travel costs and expenses incurred by its
members in the interests of the Company.

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PART IV









GENERAL MEETINGS



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ARTICLE 23  GENERAL RULES


1.   Powers

Whether Ordinary, Extraordinary of Mixed, the
General Meetings of Shareholders shall deliberate pursuant to
the terms and conditions of quorum and majority and shall
exercise their powers respectively assigned to them by the
applicable provisions of law.

2.   Notice and venue of
meetings

General Shareholders Meetings shall be
convened in accordance with the conditions set out by applicable
laws and regulations.

General Shareholders Meetings shall meet at
the registered office or at any other place specified in the
notice convening the meeting.

General Shareholders Meetings shall be
chaired by the Chairman of the Board of Directors or, in his
absence, by a Director so appointed by the Board of Directors,
or failing this, the General Meeting shall appoint a Chairman.

The Chairman shall be assisted by two scrutineers
being the two present and accepting shareholders representing,
by themselves or by proxy, the highest number of votes.

The Chairman and the two scrutineers may appoint
a Secretary who could be selected out of the members of the
General Meeting.




3.   Attendance

All Shareholders have the right, upon evidence of
identity, to participate in General Shareholders Meetings
by attending in person, by returning a mail voting form or by
appointing a proxy, provided as of the day before the meeting,
that:



| |   |                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in the case of holders of registered shares
    (actions nominatives), the registration has been entered
    in the Companys registers,                                                                                                                                                                                                       
|
| |  | in the case of holders of bearer shares
    (actions au porteur), a certificate issued by an
    authorized intermediary recording the fact that their shares
    registered in the account are tied up until the date of the
    General Shareholders Meeting, has been filed at the place
    indicated in the notice convening the meeting.

Any legal entity shareholder may participate in
the General Shareholders Meetings through its legal
representatives or by any other person appointed by it for this
purpose.

The shareholders may, subject to the conditions
set forth under the applicable laws and regulations, send their
proxy and mail voting forms for any General Shareholders
Meeting either on paper or by teletransmission.

The Board of Directors may decide that the
Shareholders may participate in and vote at any General Meeting
by video-conferencing means in the conditions set forth by law.
In such a case any shareholder participating by any the referred
means shall be deemed to be present for the sake of quorum and
majority.

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PART V









STATUTORY AUDITORS



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ARTICLE 24  STATUTORY
AUDITORS


At least two statutory auditors and at least two
deputy statutory auditors shall be appointed by the General
Shareholders Meeting for six fiscal years. Then term of
office shall expire upon the approval of the accounts for the
sixth fiscal year.

The statutory auditors are reeligible.

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PART VI



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INVENTORIES  PROFITS 
RESERVE FUNDS



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DISTRIBUTION OF PROFITS



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ARTICLE 25  FISCAL YEAR


The fiscal year shall start on January 1 and end
on December 31 of each year.




ARTICLE 26  ANNUAL
ACCOUNTS

The Board of Directors shall keep regular
accounts of the corporate operations and shall prepare annual
accounts in conformity with law and commercial practice. A
General Shareholders Meeting convened to approve the
accounts for the prior fiscal year, must be held each year
within six months of the close of the fiscal year or, in the
event of an extension, within a timeframe determined by a court.




ARTICLE 27  DISTRIBUTION OF
PROFITS

From the distributable profit, as defined by law,
the General Shareholders Meeting may withhold any sums it
thinks fit to allocate to any optional reserve fund, or to carry
it forward.

The balance, if any, shall be divided between all
the shareholders in proportion to the number of shares that they
own.

In addition, the General Shareholders
Meeting may decide to distribute sums withheld from the reserve
funds at its disposal, by indicating expressly the particular
reserve funds from which the deductions should be made. However,
the dividends must be withheld first from the distributable
profit for the fiscal year.




ARTICLE 28  PAYMENT OF
DIVIDENDS

The terms of payment of the dividends voted for
by the General Shareholders Meeting are set by the General
Shareholders Meeting or, failing which, by the Board of
Directors. However, payment of dividends in cash must take place
within a maximum of nine months after the close of the fiscal
year, unless the period is extended by court authorization.

The General Shareholders Meeting has the
right to grant each shareholder the option, with respect to all
or part of the dividend or interim dividends distributed, to
choose between the payment of dividends or interim dividends in
cash or in shares.

Subject to the limits and conditions set forth by
law, the Board of Directors may decide to distribute interim
dividends (acomptes sur dividendes).In such a case the
Board of Directors will be entitled to set the terms of payment
of the dividends as referred above.

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PART VII



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DISSOLUTION  LIQUIDATION



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ARTICLE 29  DISSOLUTION 
LIQUIDATION


Other than judicial dissolution as provided for
by law, and without a valid extension of its duration, the
Company shall be wound up automatically at the end of its
duration as provided for in these articles of association or
following a resolution of the Extraordinary General
Shareholders Meeting.

One or several trustees (liquidateurs)
shall then be appointed by the Extraordinary General
Shareholders Meeting within the quorum and majority
requirements for an Ordinary General Shareholders Meeting.

The trustee represents the Company. All the
assets are liquidated and liabilities paid by the trustee who
has the broadest powers. Any remaining balance is then
distributed by the trustee.

The General Shareholders Meeting may
authorize the trustee to continue the ongoing activities or to
begin new ones as needed by the liquidation.

The net assets remaining after the reimbursement
of the nominal value of the shares are divided equally among the
shares.

In the event all the shares are held by one
shareholder, the decision to dissolve, whether voluntarily or
judicially, shall result in, under the conditions provided for
by law, the transfer of all the assets to the sole shareholder
without the need for liquidation.

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PART VIII



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DISPUTES



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ARTICLE 30  DISPUTES


Any disputes between the shareholders and the
management bodies of the Company or between the shareholders
themselves, relating to the application of these articles of
association arising during the duration of the Company or in the
course of its liquidation, shall be subject to the jurisdiction
of the competent courts.

Accordingly, in the event of any dispute, every
shareholder must elect an address for service at a place within
the jurisdiction of the relevant court, and any writs and
notifications shall be duly served at the said address.

If no address for service is elected, writs and
notifications shall be validly served at the Office of the
Public Prosecutor of the competent Tribunal de Grande
Instance.

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