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Exhibit 1.1  DEED
    OF AMENDMENT OF THE ARTICLES OF ASSOCIATION
    STMICROELECTRONICS N.V.
    STMicroelectronics N.V.
    ARTICLES OF
    ASSOCIATION:
  Name,
    seat and duration.
  Article 1.
  1.1.
    The name of the company is: STMicroelectronics N.V.1.2.
    The company is established in Amsterdam.1.3.
    The company will continue for an indefinite period.  Objects.
  Article 2.
    Share
    capital.
  Article 3.
  3.1.
    The authorized capital of the company amounts to one billion
    eight hundred nine million six hundred thousand euro (EUR
    1,809,600,000), consisting of one billion two hundred million
    (1,200,000,000) ordinary shares and five hundred forty million
    (540,000,000) cumulative preference shares, hereinafter referred
    to as: preference shares, of one euro and four eurocents (EUR
    1.04) each.3.2.
    Where in these articles of association reference is made to
    shares and shareholders this shall include the shares of each
    class as well as the holders of shares of each class
    respectively, unless explicitly provided otherwise.  Issue
    of shares.
  Article 4.
  4.1.
    The supervisory board shall have the power to issue shares and
    to determine the terms and conditions of such issue if and in so
    far as the supervisory board has been designated by the general
    meeting of shareholders as the authorized body for this purpose.
    A designation as referred to above shall only take place for a
    specific period of no more than five years and may not be
    extended by more than five years on each occasion.




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4.2.
    If a designation as referred to in the first paragraph is not in
    force, the general meeting of shareholders shall have the power,
    upon the proposal of and on the terms and conditions set by the
    supervisory board to resolve to issue shares.4.3.
    In the event of an issue of ordinary shares, shareholders shall
    have a pre-emptive right in proportion to the number of ordinary
    shares which they own, notwithstanding the provisions of the
    law. In respect of the issue of shares there shall be no
    pre-emptive right to shares issued against a contribution other
    than in cash or issued to employees of the company or of a group
    company.      4.4.
    If a designation as referred to in the third paragraph is not in
    force, the general meeting of shareholders shall have the power,
    upon the proposal of the supervisory board, to limit or exclude
    the pre-emptive right accruing to shareholders.4.5.
    A resolution of the general meeting of shareholders to limit or
    exclude pre-emptive rights or to designate the supervisory board
    as authorized to resolve upon limiting or excluding of
    pre-emptive rights requires a majority of at least two-thirds of
    the votes cast in a meeting if in such meeting less than
    one-half of the issued share capital is present or represented.4.6.
    Without prejudice to what has been provided in section 80,
    paragraph 2, Book 2, Dutch Civil Code shares shall at no
    time be issued below par.4.7.
    Ordinary shares shall be issued only against payment in full;
    preference shares may be issued against partial payment,
    provided that the proportion of the nominal amount that must be
    paid on each preference share, irrespective of when it was
    issued, shall be the same and that at least one quarter of the
    nominal amount is paid up in full when the share is subscribed
    for.4.8.
    Payment must be made in cash to the extent that no other
    contribution has been agreed upon. If the company so consents,
    payment in cash can be made in a foreign currency.    4.9.
    This article shall equally apply to the granting of rights to
    subscribe for shares, but shall not apply to the issue of shares
    to someone who exercises a previously acquired right to
    subscribe for shares.  4.10.
    The managing board shall determine, subject to the approval by
    the supervisory board, when and in what amount further payment
    is to be made in respect of partially paid preference shares.
    The managing board shall notify the shareholders concerned
    thereof in writing at least thirty days before the date on which
    the payment must finally be made.4.11.
    All notifications to shareholders will be made in accordance
    with the provisions relating to giving of notice to convene a
    general meeting of shareholders as set out in article 27.2.  Repurchase
    and cancellation of shares.
  Article 5.
  5.1.
    The company may acquire, for valuable consideration, shares in
    its own share capital if and in so far as:  a.
    its equity less the purchase price of these shares is not less
    than the aggregate amount of the paid up and called up capital
    and the reserves which must be maintained pursuant to the law;b.
    the par value of the shares in its capital which the company
    acquires, holds or holds in pledge, or which are held by a
    subsidiary company, amounts to no more than one-tenth of the
    issued share capital; andc.
    the general meeting of shareholders has authorized the managing
    board to acquire such shares, which authorization may be given
    for no more than eighteen months on each occasion,
    notwithstanding the further statutory provisions.




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5.2.
    The company may, without being authorized thereto by the general
    meeting of shareholders and notwithstanding to what is provided
    in paragraph 1 under a and b, acquire shares in its own
    share capital in order to transfer those shares to the employees
    of the company or a group company under a scheme applicable to
    such employees.5.3.
    Shares thus acquired may again be disposed of. The company shall
    not acquire shares in its own share capital as referred to in
    paragraph 1  if an authorization as referred to
    in such paragraph is in force  or as referred to in
    paragraph 2 without the prior approval of the supervisory
    board. The company shall also not dispose of shares in its own
    share capital  with the exception of shares in the
    companys own share capital acquired pursuant to
    paragraph 2  without the prior approval of the
    supervisory board.    5.4.
    In the general meeting of shareholders no votes may be cast in
    respect of (a) share(s) held by the company or a subsidiary
    company; no votes may be cast in respect of a share the
    depositary receipt for which is held by the company or a
    subsidiary company. However, the holders of a right of usufruct
    and the holders of a right of pledge on shares held by the
    company and its subsidiary companies, are nonetheless not
    excluded from the right to vote such shares, if the right of
    usufruct or the right of pledge was granted prior to the time
    such share was held by the company or a subsidiary company.
    Neither the company nor a subsidiary company may cast votes in
    respect of a share on which it holds a right of usufruct or a
    right of pledge.    5.5.
    Upon the proposal of the supervisory board the general meeting
    of shareholders shall, with due regard of the provisions of
    section 99, Book 2, Dutch Civil Code, have the power to
    decide to reduce the issued share capital by canceling shares or
    by reducing the par value of shares by an amendment to the
    articles of association. Cancellation of shares with repayment
    or partial repayment or a release from the obligation to pay up
    may also take place solely in respect of preference shares. In
    case of cancellation of preference shares with repayment, a
    payment on the relevant shares shall be made in the amount of:  a.
    the amount paid up on the relevant shares; increased withb.
    an amount equal to the dividend not yet declared calculated over
    the period up to and including the day of repayment, such in the
    manner as determined in article 37, paragraph 2, sub e.  Shares,
    share certificates, share register.
  Article 6.
  6.1.
    Shares shall be in registered form.6.2.
    Ordinary shares shall be available:  
    in the form of an entry in the share register without issue of a
    share certificate; shares of this type are referred to in these
    articles of association as type I shares;
    and  should the supervisory board so
    decide  in the form of an entry in the share register
    with issue of a certificate, which certificate shall consist of
    a main part without dividend coupon; shares of this type and
    share certificates of this type are referred to in these
    articles of association as type II shares. Preference
    shares shall only be made available in the form of type I shares.  6.3.
    The supervisory board can decide that the registration of type I
    shares may only take place for one or more quantities of
    shares  which quantities are to be specified by the
    supervisory board  at the same time.6.4.
    Type II share certificates shall be available in such
    denominations as the supervisory board shall determine.6.5.
    All share certificates shall be signed by or on behalf of a
    managing director; the signature may be effected by printed
    facsimile. Furthermore type II share certificates shall,
    and all other share certificates may, be countersigned by one or
    more persons designated by the managing board for that purpose.6.6.
    All share certificates shall be identified by numbers
    and/or
    letters.6.7.
    The supervisory board can determine that for the purpose of
    effecting trading or transfer of shares at foreign exchanges
    share certificates shall be issued in such form as the
    supervisory board may determine, complying with the requirements
    set by said foreign exchange(s) and not provided with any
    dividend sheet.




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6.8.
    The expression share certificate as used in these
    articles of association shall include a share certificate in
    respect of more than one share.  Article 7.
  7.1.
    Upon written request from a shareholder, missing or damaged
    share certificates, or parts thereof, may be replaced by new
    certificates or by duplicates bearing the same numbers
    and/or
    letters, provided the applicant proves his title and, in so far
    as applicable, his loss to the satisfaction of the supervisory
    board, and further subject to such conditions as the managing
    board may deem fit.7.2.
    In appropriate cases, at its own discretion, the managing board
    may stipulate that the identifying numbers
    and/or
    letters of missing documents be published three times, at
    intervals of at least one month, in at least three newspapers to
    be indicated by the managing board announcing the application
    made; in such a case new certificates or duplicates may not be
    issued until six months have expired since the last publication,
    always provided that the original documents have not been
    produced to the managing board before that time.7.3.
    The issue of new certificates or duplicates shall render the
    original document invalid.  Article 8.
  8.1.
    Notwithstanding the statutory provisions in respect of
    registered shares a register shall be kept by or on behalf of
    the company, which register shall be regularly updated and, at
    the discretion of the managing board, may, in whole or in part,
    be kept in more than one copy and at more than one place.    8.2.
    Each shareholders name, his address and such further data
    as the managing board deems desirable, whether at the request of
    a shareholder or not, shall be entered in the register.8.3.
    The form and the contents of the share register shall be
    determined by the managing board with due regard to the
    provisions of paragraphs 1 and 2 of this article.    8.4.
    Upon request a shareholder shall be given free of charge a
    declaration of what is stated in the register with regard to the
    shares registered in his name, which declaration may be signed
    by one of the specially authorized persons to be appointed by
    the managing board for this purpose.8.5.
    The provisions of the last four paragraphs shall equally apply
    to those who hold a right of usufruct or of pledge on one or
    more registered shares, with the proviso that the other data
    required by law must be entered in the register.  Article 9.
  9.1.
    Subject to the provisions of article 6, the holder of an
    entry in the share register for one or more type I shares may,
    upon his request and at his option, have issued to him one or
    more type II share certificates for the same nominal amount.9.2.
    Subject to the provisions of article 6, the holder of a
    type II share certificate registered in his name may, after
    lodging the share certificate with the company, upon his request
    and at his option, either have one or more type I shares entered
    in the share register for the same nominal amount.9.3.
    A request as mentioned in this article shall, if the supervisory
    board so requires, be made on a form obtainable from the company
    free of charge, which shall be signed by the applicant.  Transfer
    of shares.
  Article 10.
  10.1.
    The transfer of a registered share shall be effected either by
    service upon the company of the instrument of transfer or by
    written acknowledgement of the transfer by the company, subject
    however to the provisions of the following paragraphs of this
    article.10.2.
    Where a transfer of a type II share is effected by service
    of an instrument of transfer on the company, the company shall,
    at the discretion of the managing board, either endorse the
    transfer on the share certificate or cancel the share
    certificate and issue to the transferee one or more new share
    certificates registered in his name to the same nominal amount.




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10.3.
    The companys written acknowledgement of a transfer of a
    type II share shall, at the discretion of the managing
    board, be effected either by endorsement of the transfer on the
    share certificates or by the issue to the transferee of one or
    more new share certificates registered in his name to the same
    nominal amount.10.4.
    The provisions of the foregoing paragraphs of this article shall
    equally apply to the allotment of registered shares in the event
    of a judicial partition of any community of property or
    interests, the transfer of a registered share as a consequence
    of a judgment execution and the creation of limited rights in
    rem on a registered share. If a share certificate has been
    issued, the acknowledgement can only be effected either by
    putting an endorsement to that effect on this document, signed
    by or on behalf of the company, or by replacing this document by
    a new certificate in the name of the acquirer.10.5.
    The submission of requests and the lodging of documents referred
    to in articles 7 to 10 inclusive shall be made at a place
    to be indicated by the managing board and in any case the places
    where the company is admitted to a stock exchange.    10.6.
    The company is authorized to charge amounts to be determined by
    the managing board not exceeding cost price to those persons who
    request any services to be carried out by virtue of
    articles 7 up to and including 10.  Usufructuaries,
    pledgees, holders of depositary receipts.
  Article 11.
  11.1.
    The usufructuary, who in conformity with the provisions of
    section 88, Book 2, Dutch Civil Code has no right to vote,
    and the pledgee who in conformity with the provisions of
    section 89, Book 2, Dutch Civil Code has no right to vote,
    shall not be entitled to the rights which by law have been
    conferred on holders of depositary receipts for shares issued
    with the cooperation of the company.11.2.
    Where in these articles of association persons are mentioned,
    entitled to attend meetings of shareholders, this shall include
    holders of depositary receipts for shares issued with the
    cooperation of the company and persons who in pursuance of
    paragraph 4 in section 88 or section 89, Book 2,
    Dutch Civil Code have the rights that by law have been conferred
    on holders of depositary receipts for shares issued with the
    cooperation of the company.  Managing
    board.
  Article 12.
  12.1.
    The company shall be managed by a managing board consisting of
    one or more managing directors under the supervision of the
    supervisory board. The number of members of the managing board
    shall be resolved upon by the general meeting of shareholders
    upon the proposal of the supervisory board. The members of the
    managing board shall be appointed for three years, a year being
    understood as meaning the period between two general meetings of
    shareholders in which the annual accounts of the previous
    financial year are adopted.12.2.
    Managing directors shall be appointed by the general meeting of
    shareholders upon the proposal of the supervisory board for each
    vacancy to be filled.12.3.
    Without prejudice to the provisions of article 28,
    paragraph 2, a proposal to appoint one or more managing
    directors to the managing board may be placed on the agenda of a
    general meeting of shareholders by the supervisory board.12.4.
    The company has a policy regarding the compensation of the
    managing board. The policy will be adopted by the general
    meeting of shareholders upon the proposal of the supervisory
    board.12.5.
    The supervisory board shall determine the compensation of the
    individual managing directors, within the scope of the
    compensation policy referred to in the previous paragraph. The
    supervisory board will submit for approval by the general
    meeting of shareholders a proposal regarding the compensation in
    the form of shares or rights to acquire shares. This proposal
    sets forth at least how many shares or rights to acquire shares
    may be awarded to the managing board and which criteria apply to
    an award or a modification.12.6.
    The general meeting of shareholders shall decide in accordance
    with the provisions of article 32, paragraph 1.




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Article 13.
  13.1.
    The general meeting of shareholders shall be entitled to suspend
    or dismiss one or more managing directors, provided that at
    least half of the issued share capital is represented at the
    meeting. No such quorum shall be required where the suspension
    or dismissal is proposed by the supervisory board.13.2.
    Where a quorum under paragraph 1 is required but is not
    present, a further meeting shall be convened, to be held within
    four weeks after the first meeting, which shall be entitled,
    irrespective of the share capital represented, to pass a
    resolution in regard to the suspension or dismissal.13.3.
    The managing directors can be jointly or individually suspended
    by the supervisory board. After suspension a general meeting of
    shareholders shall be convened within three months, at which
    meeting it shall be decided whether the suspension shall be
    cancelled or maintained.    Representation.
  Article 14.
  14.1.
    The entire managing board as well as each managing director may
    represent the company.14.2.
    The managing board may grant powers of attorney to persons,
    whether or not in the service of the company, to represent the
    company and shall thereby determine the scope of such powers of
    attorney and the titles of such persons.14.3.
    The managing board shall have power to perform legal acts as
    specified in section 94, paragraph 1, Book 2, Dutch
    Civil Code in so far as such power is not expressly excluded or
    limited by any provision of these articles of association or by
    any resolution of the supervisory board.  Article 15.
  15.1.
    The supervisory board shall appoint one of the managing
    directors as chairman of the managing board. Appointment of the
    chairman shall be resolved with the majority mentioned in
    article 22, paragraph 1.15.2.
    Resolutions of the managing board shall be passed by simple
    majority of votes. In the event of a tie of votes the chairman
    of the managing board shall have a casting vote.  Article 16.
  16.1.
    Without prejudice to provisions made elsewhere in these articles
    of association, the managing board shall require the prior
    express approval:  (i)
    from the supervisory board for decisions relating to:  1.
    all proposals to be submitted to a vote at the general meeting
    of shareholders;2.
    the formation of all companies, acquisition or sale of any
    participation, and conclusion of any cooperation and
    participation agreement;3.
    all pluri-annual plans of the company and the budget for the
    first coming year, covering the following matters:  
    investment policy;  
    policy regarding research and development, as well as commercial
    policy and objectives;
    general financial policy;
    policy regarding personnel;  4.
    all acts, decisions or operations covered by the above list and
    constituting a significant change with respect to decisions
    already adopted by the supervisory board or not provided for in
    the above list and as specifically laid down by the supervisory
    board by resolution passed by it to that effect.  (ii)
    from the general meeting of shareholders with respect to
    resolutions: regarding a significant change in the identity or
    nature of the company or the enterprise, including in any event
    (a) transferring the enterprise or practically the entire
    enterprise to a third party, (b) entering into or canceling
    any long-term cooperation between the company or a subsidiary
    (dochtermaatschappij) and any other legal
    person or company or as a fully liable general partner of a
    limited partnership or a general partnership, provided that such
    cooperation or the cancellation thereof is of essential
    importance to the company,




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and (c) the company or a subsidiary
    (dochtermaatschappij) acquiring or disposing of a
    participating interest in the capital of a company with a value
    of at least one-third of the companys total assets
    according to the consolidated balance sheet and notes thereto in
    the most recently adopted annual accounts of the company;    16.2.
    Without prejudice to provisions made elsewhere in these articles
    of association, the managing board shall require the approval of
    the general meeting of shareholders according to the law and the
    provisions of these articles of association as well as such
    resolutions as are clearly defined by a resolution of the
    general meeting of shareholders to that effect.  Article 17.
    Supervisory
    board.
  Article 18.
  18.1.
    The supervisory board shall be responsible for supervising the
    policy pursued by the managing board and the general course of
    affairs of the company and the business enterprise which it
    operates.    18.2.
    The managing board shall provide the supervisory board in good
    time with all relevant information as well as the information
    the supervisory board requests, in connection with the exercise
    of its duties.18.3.
    At least once per year the managing board shall inform the
    supervisory board in writing of the main features of the
    strategic policy, the general and financial risks and the
    management and control systems of the company.    a)
    the operational and financial objectives of the company;b)
    the strategy designed to achieve the objectives; andc)
    the parameters to be applied in relation to the strategy,
    inter alia, regarding financial ratios.  Article 19.
  19.1.
    The supervisory board shall consist of at least six members, to
    be appointed by the general meeting of shareholders upon the
    proposal of the supervisory board for each vacancy to be filled.
    The number of supervisory directors shall without prejudice to
    the preceding sentence be resolved upon by the general meeting
    of shareholders upon the proposal of the supervisory board.19.2.
    The general meeting of shareholders shall decide in accordance
    with the provisions of article 32, paragraph 1.19.3.
    Without prejudice to the provisions of article 28,
    paragraph 2, a proposal to appoint one or more supervisory
    directors to the supervisory board may be placed on the agenda
    of the general meeting of shareholders by the supervisory board.19.4.
    The supervisory board shall appoint from among their midst a
    chairman and a vice-chairman of the supervisory board with the
    majority mentioned in article 22, paragraph 1.19.5.
    Upon the appointment of the supervisory directors the
    particulars as referred to in section 142,
    paragraph 3, Book 2, Dutch Civil Code shall be made
    available for prior inspection.  Article 20.
  20.1.
    The supervisory board may appoint one or more of its members as
    delegate supervisory director in charge of supervising the
    managing board on a regular basis.




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20.2.
    With due observance of these articles of association, the
    supervisory board may adopt rules regulating the division of its
    duties among its various supervisory directors. The supervisory
    board may also delegate certain of its powers to committees
    which exclusively consist of members of the supervisory board,
    such as an audit committee, a compensation committee or any
    other committee as the supervisory board may resolve to install.
    In case the authority to resolve upon the issuance of new shares
    is delegated to the supervisory board, the supervisory board may
    install a pricing committee which shall exclusively consist of
    members of the supervisory board and which shall be authorized
    within the range set in the delegation mentioned above to
    determine on behalf of the supervisory board the price and
    conditions for newly issued shares.20.3.
    The supervisory board may decide that one or more of its members
    shall have access to all premises of the company and shall be
    authorized to examine all books, correspondence and other
    records and to be fully informed of all actions which have taken
    place, or may decide that one or more of its supervisory
    directors shall be authorized to exercise a portion of such
    powers.20.4.
    At the expense of the company, the supervisory board may obtain
    such advice from experts as the supervisory board deems
    desirable for the proper fulfillment of its duties.  Article 21.
  21.1.
    A supervisory director shall retire no later than at the first
    ordinary general meeting of shareholders held after a period of
    three years following his appointment.    21.2.
    The supervisory board may establish a rotation scheme.21.3.
    The supervisory directors may be suspended or dismissed by the
    general meeting of shareholders. The supervisory board may make
    a proposal to the general meeting of shareholders for the
    suspension or dismissal of one or more of its supervisory
    directors.  Article 22.
  22.1.
    The supervisory board may pass resolutions by at least three
    quarters of the votes of the members in office. Each supervisory
    director has the right to cast one vote. In case of absence a
    supervisory director may issue a proxy, however, only to another
    supervisory director. The proxy should explicitly indicate in
    which way the vote must be cast. The supervisory board may pass
    resolutions in writing without holding a meeting provided that
    the proposals for such resolutions have been communicated in
    writing to all supervisory directors and no supervisory director
    is opposed to this method of passing a resolution.22.2.
    A certificate signed by two supervisory directors to the effect
    that the supervisory board has passed a particular resolution
    shall constitute evidence of such a resolution in dealings with
    third parties.22.3.
    The managing directors shall attend meetings of the supervisory
    board at the latters request.22.4.
    The supervisory board shall meet whenever two or more of its
    members or the managing board so requests. Meetings of the
    supervisory board shall be convened by the chairman of the
    supervisory board, either on request of two or more supervisory
    directors or on request of the managing board, or by the
    supervisory directors requesting the meeting to be held. If the
    chairman fails to convene a meeting to be held within four weeks
    of the receipt of the request, the supervisory board members
    making the request are entitled to convene the meeting.22.5.
    The supervisory board shall draw up standing orders regulating
    inter alia the manner of convening board meetings and the
    internal procedure at such meetings. These meetings may be held
    by telephone as well as by video.  Article 23.
  and/or




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Indemnification.
  Article 24.
  24.1.
    The company shall indemnify any person who was or is a party or
    is threatened to be made a party to any threatened, pending or
    completed action, suit or proceeding, whether civil, criminal,
    administrative or investigative (other than an action by or in
    the right of the company) by reason of the fact that he is or
    was a supervisory director, managing director, officer or agent
    of the company, or was serving at the request of the company as
    a supervisory director, managing director, officer or agent of
    another company, a partnership, joint venture, trust or other
    enterprise, against all expenses (including attorneys
    fees) judgments, fines and amounts paid in settlement actually
    and reasonably incurred by him in connection with such action,
    suit or proceeding if he acted in good faith and in a manner he
    reasonably believed to be in or not opposed to the best
    interests of the company, and, with respect to any criminal
    action or proceeding, had no reasonable cause to believe his
    conduct was unlawful or out of his mandate. The termination of
    any action, suit or proceeding by a judgment, order, settlement,
    conviction, or upon a plea of nolo contendere or its equivalent,
    shall not, of itself, create a presumption that the person did
    not act in good faith and not in a manner which he reasonably
    believed to be in or not opposed to the best interests of the
    company, and, with respect to any criminal action or proceeding,
    had reasonable cause to believe that his conduct was unlawful.24.2.
    The company shall indemnify any person who was or is a party or
    is threatened to be made a party to any threatened, pending or
    completed action or proceeding by or in the right of the company
    to procure a judgment in its favor, by reason of the fact that
    he is or was a supervisory director, managing director, officer
    or agent of the company, or is or was serving at the request of
    the company as a supervisory director, managing director,
    officer or agent of another company, a partnership, joint
    venture, trust or other enterprise, against expenses (including
    attorneys fees) actually and reasonably incurred by him in
    connection with the defense or settlement of such action or
    proceeding if he acted in good faith and in a manner he
    reasonably believed to be in or not opposed to the best
    interests of the company and except that no indemnification
    shall be made in respect of any claim, issue or matter as to
    which such person shall have been adjudged to be liable for
    gross negligence or willful misconduct in the performance of his
    duty to the company, unless and only to the extent that the
    court in which such action or proceeding was brought or any
    other court having appropriate jurisdiction shall determine upon
    application that, despite the adjudication of liability but in
    view of all the circumstances of the case, such person is fairly
    and reasonably entitled to indemnification against such expenses
    which the court in which such action or proceeding was brought
    or such other court having appropriate jurisdiction shall deem
    proper.24.3.
    To the extent that a supervisory director, managing director,
    officer or agent of the company has been successful on the
    merits or otherwise in defense of any action, suit of
    proceeding, referred to in paragraphs 1 and 2, or in
    defense of any claim, issue or matter therein, he shall be
    indemnified against expenses (including attorneys fees)
    actually and reasonable incurred by him in connection therewith.24.4.
    Any indemnification by the company referred to in
    paragraphs 1 and 2 shall (unless ordered by a court) only
    be made upon a determination that indemnification of the
    supervisory director, managing director, officer or agent is
    proper in the circumstances because he had met the applicable
    standard of conduct set forth in paragraphs 1 and 2. Such
    determination shall be made:  a.
    either by the supervisory board by a majority vote in a meeting
    in which a quorum as mentioned in article 22,
    paragraph 1, and consisting of supervisory directors who
    where not parties to such action, suit or proceeding, is present;b.
    or, if such a quorum is not obtainable or although such a quorum
    is obtained if the majority passes a resolution to that effect,
    by independent legal counsel in a written opinion;c.
    or by the general meeting of shareholders.  24.5.
    Expenses incurred in defending a civil or criminal action, suit
    or proceeding may be paid by the company in advance of the final
    disposition of such action, suit or proceeding upon a resolution
    of the supervisory board with respect to the specific case upon
    receipt of an undertaking by or on behalf of the supervisory
    director, managing director, officer or agent to repay such
    amount unless it shall ultimately be determined that he is
    entitled to be indemnified by the company as authorized in this
    article.24.6.
    The indemnification provided for by this article shall not be
    deemed exclusive of any other right to which a person seeking
    indemnification may be entitled under any by-laws, agreement,
    resolution of the general meeting of shareholders or of the
    disinterested supervisory directors or otherwise, both as to
    actions in his official capacity and as to actions in another
    capacity while holding such position, and shall continue as to a
    person who has ceased to be a supervisory director, managing
    director, officer or agent and shall also inure to the benefit
    of the heirs, executors and administrators of such a person.




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24.7.
    The company shall have the power to purchase and maintain
    insurance on behalf of any person who is or was a supervisory
    director, managing director, officer or agent of the company, or
    is or was serving at the request of the company as a supervisory
    director, managing director, officer, employee or agent of
    another company, a partnership, joint venture, trust or other
    enterprise, against any liability asserted against him and
    incurred by him in any such capacity or arising out of his
    capacity as such, whether or not the company would have the
    power to indemnify him against such liability under the
    provisions of this article.24.8.
    Whenever in this article reference is being made to the company,
    this shall include, in addition to the resulting or surviving
    company also any constituent company (including any constituent
    company of a constituent company) absorbed in a consolidation or
    merger which, if its separate existence had continued, would
    have had the power to indemnify its supervisory directors,
    managing directors, officers and agents, so that any person who
    is or was a supervisory director, managing director, officer or
    agent of such constituent company, or is or was serving at the
    request of such constituent company as a supervisory director,
    managing director, officer or agent of another company, a
    partnership, joint venture, trust or other enterprise, shall
    stand in the same position under the provisions of this article
    with respect to the resulting or surviving company as he would
    have with respect to such constituent company if its separate
    existence had continued.  General
    meeting of shareholders.
  Article 25.
  25.1.
    The ordinary general meeting of shareholders shall be held each
    year within six months after the close of the financial year.25.2.
    At this general meeting of shareholders shall be dealt with:  a.
    the written report of the managing board on the course of
    business of the company and the conduct of its affairs during
    the past financial year, and the report of the supervisory board
    on the annual accounts;b.
    adoption of the annual accounts and the declaration of dividend
    in the manner laid down in article 37;c.
    granting of discharge to the managing directors for their
    management during the past financial year and to the members of
    the supervisory board for their supervision on such management;  d.
    filling vacancies in the managing board in accordance with the
    provisions of article 12;  e.
    filling vacancies in the supervisory board in accordance with
    the provisions of article 19;  f.
    the proposals placed on the agenda by the managing board or by
    the supervisory board, together with proposals made by
    shareholders in accordance with the provisions of these articles
    of association.  Article 26.
  26.1.
    Extraordinary general meetings of shareholders shall be held as
    often as deemed necessary by the supervisory board and shall be
    held if one or more shareholders and other persons entitled to
    attend the meetings of shareholders jointly representing at
    least one-tenth of the issued share capital make a written
    request to that effect to the managing board or supervisory
    board, specifying in detail the business to be dealt with.26.2.
    If the managing board or supervisory board fail to comply with a
    request under paragraph 1 above in such manner that the
    general meeting of shareholders can be held within six weeks
    after the request, the persons making the request may be
    authorized by the President of the Court within whose
    jurisdiction the company is established to convene the meeting
    themselves.26.3.
    Written requests as referred to in paragraph 1 of this
    article, section 110, paragraph 1, Book 2, Dutch Civil
    Code and article 28 paragraphs 2 and 3 may not be
    submitted electronically.  Article 27.
  27.1.
    General meetings of shareholders shall be held in Amsterdam,
    Haarlemmermeer (Schiphol Airport), Rotterdam or The Hague; the
    notice convening the meeting shall inform the shareholders and
    other persons entitled to attend the meetings of shareholders
    accordingly.27.2.
    The notice convening a general meeting of shareholders shall be
    published by advertisement which shall at least be published in
    a national daily newspaper and abroad in at least one daily
    newspaper appearing in each of these countries other than the
    United States, where, on the application of the company, the
    shares have been admitted for official quotation. In addition,
    shareholders and other persons entitled to attend the meetings
    of shareholders shall be notified by letter that the meeting is
    being convened.




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27.3.
    The notice convening the meeting shall be issued by the managing
    board, by the supervisory board or by those who according to the
    law or these articles of association are entitled thereto.  Article 28.
  28.1.
    The notice convening the meeting referred to in the foregoing
    article shall be issued no later than eight days prior to the
    registration date, as referred to in article 30,
    paragraph 4, though in any event no later than on the
    twenty-first day prior to the meeting.28.2.
    The agenda shall contain such business as may be placed thereon
    by the person(s) entitled to convene the meeting, and
    furthermore such business as one or more shareholders,
    representing at least one-tenth of the issued share capital,
    have requested the managing board or supervisory board to place
    on the agenda at least five days before the date on which the
    meeting is convened. Nominations for appointment to the managing
    board and the supervisory board cannot be placed on the agenda
    by the managing board. No resolution shall be passed at the
    meeting in respect of matters not on the agenda.28.3.
    Notwithstanding paragraph 2, proposals of persons who are
    entitled to attend the meetings of shareholders will be included
    in the agenda, if such proposal is made in writing to the
    managing board within a period of sixty days before that meeting
    by persons who are entitled to attend the meetings of
    shareholders, who solely or jointly, represent at least one per
    cent (1%) of the companys issued share capital or a market
    value of at least fifty million euro (EUR 50,000,000), unless
    the company determines that such proposal would conflict with
    substantial interests of the company.28.4.
    Without prejudice to the relevant provisions of law, dealing
    with reduction of share capital and amendments to articles of
    association, the notice convening the meeting shall either
    mention the business on the agenda or state that the agenda is
    open to inspection by the shareholders and other persons
    entitled to attend the meetings of shareholders at the office of
    the company.  Article 29.
  29.1.
    General meetings of shareholders shall be presided over by the
    chairman of the supervisory board or in his absence by the
    vice-chairman of the supervisory board. In case of absence of
    the chairman and the vice-chairman of the supervisory board the
    meeting shall be presided by any other person nominated by the
    supervisory board.29.2.
    Minutes shall be kept of the business transacted at a general
    meeting of shareholders, which minutes shall be drawn up and
    signed by the chairman and by a person appointed by him
    immediately after the opening of the meeting.29.3.
    Where the minutes are drawn up before a civil-law notary, the
    chairmans signature, together with that of the civil-law
    notary, shall be sufficient.  Article 30.
  30.1.
    All shareholders and other persons entitled to attend the
    meetings of shareholders are entitled to attend the general
    meetings of shareholders, to address the general meeting of
    shareholders and, if applicable, to vote. Subject to the
    approval of the supervisory board, the managing board may
    resolve that holders of shares and other persons entitled to
    attend the meetings of shareholders are authorized to directly
    take note of the business transacted at the meeting via an
    electronic means of communication.    30.2.
    In order to exercise the rights mentioned in paragraph 1,
    the holders of shares and other persons entitled to attend the
    meetings of shareholders shall notify the company in writing of
    their intention to do so no later than three business days prior
    to the meeting and furthermore at the place mentioned in the
    notice convening the meeting, and also  in so far as
    type II shares are concerned  stating the serial
    number of the share certificate. They may only exercise said
    rights at the meeting for the shares from which they can derive
    said rights both on the day referred to above and on the day of
    the meeting, unless the corporate body convening the general
    meeting of shareholders has determined a registration date in
    accordance with paragraph 4 of this article.30.3.
    The company shall send a card of admission to the meeting to
    holders of shares and other persons entitled to attend the
    meetings of shareholders who have notified the company of their
    intention in accordance with the provisions in the foregoing as
    well as the following paragraph or, if applicable, the company
    will provide




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access to the electronic means of communication, as referred to
    in the second sentence of paragraph 1 of this article, for
    purposes of directly taking note of the business transacted at
    the meeting.  30.4.
    In deviation of the provisions of paragraph 2 of this
    article, the corporate body convening the general meeting of
    shareholders may determine that holders of shares and other
    persons entitled to attend the meetings of shareholders are
    those persons who have such rights at a determined date and as
    such are registered in a register designated by the corporate
    body convening the general meeting of shareholders, regardless
    of who is a shareholder or otherwise a person entitled to attend
    the meetings of shareholders at the time of the meeting if a
    registration date as referred to in this paragraph had not been
    determined. The registration date cannot be set earlier than on
    the thirtieth day prior to the meeting.    30.5.
    If and to the extent that the relevant corporate body convening
    the general meeting of shareholders makes use of the provisions
    of the preceding paragraph of this article, such corporate body
    may also resolve that persons entitled to attend and vote at the
    meetings of shareholders may vote via an electronic means of
    communication determined by such corporate body within a period
    to be set by the aforementioned corporate body prior to the
    general meeting of shareholders, which period cannot commence
    earlier than the registration date as referred to in the
    preceding paragraph of this article. Votes cast in accordance
    with the provisions of the preceding sentence are equal to votes
    cast at the meeting.  Article 31.
  31.1.
    Shareholders and other persons entitled to attend the meetings
    of shareholders may be represented by proxies with written
    authority. If the meeting rights are exercised in accordance
    with article 30, paragraph 2 by a person authorized in
    writing in addition to the prescribed notification and
    notwithstanding the requirement of filing, the proxy with
    written authority must be received by the person designated by
    the corporate body the general meeting of shareholders no later
    than the third business day prior to the meeting. If the meeting
    rights are exercised in accordance with article 30,
    paragraph 4 by a person authorized in writing, the proxy
    with written authority must be received by the person designated
    by the corporate body convening the general meeting of
    shareholders no later than the relevant registration date as
    referred to in article 30, paragraph 4.31.2.
    All matters regarding the admittance to the general meeting of
    shareholders, the exercise of voting rights and the result of
    votings, as well as any other matters regarding the affairs at
    the general meeting of shareholders shall be decided upon by the
    chairman of that meeting, with due observance of the provisions
    of section 13, Book 2, Dutch Civil Code.  Article 32.
  32.1.
    Unless otherwise stated in these articles, resolutions shall be
    adopted by simple majority of votes of the shareholders having
    the right to vote in a meeting of shareholders where at least
    fifteen per cent of the issued capital is present or
    represented. Blank and invalid votes shall not be counted. The
    chairman shall decide on the method of voting and on the
    possibility of voting by acclamation.32.2.
    Where the voting concerns appointments, further polls shall, if
    necessary, be taken until one of the nominees has obtained a
    simple majority, such with due observance of the provision of
    paragraph 1 of this article. The further poll or polls may,
    at the chairmans discretion, be taken at a subsequent
    meeting.32.3.
    Except as provided in paragraph 2, in case of an equality
    of the votes cast the relevant proposal shall be deemed to have
    been rejected.  Article 33.
  33.1.
    At the general meeting of shareholders each share shall confer
    the right to cast one vote.33.2.
    The managing board may, subject to the approval of the
    supervisory board, resolve that each person entitled to attend
    and vote at the meetings of shareholders is authorized to vote
    via an electronic means of communication, either in person or by
    a person authorized in writing, provided that such person can be
    identified via the electronic means of communication and
    furthermore provided that such person can directly take note of
    the business transacted at the meeting. The managing board may,
    subject to the approval of the supervisory board, attach
    conditions to the use of the electronic means of communication,
    which conditions shall be announced in the notice convening the
    general meeting of shareholders and shall posted on the
    companys website.




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Meetings
    of holders of shares of a particular class.
  Article 34.
  34.1.
    A meeting of holders of preference shares shall be held whenever
    required by virtue of the provisions of these articles of
    association and further whenever the managing board
    and/or the
    supervisory board shall decide, and also whenever one or more
    holders of preference shares so request the managing board
    and/or the
    supervisory board in writing, stating the items of business to
    be transacted.    34.2.
    The managing directors and the supervisory directors shall have
    the right to attend meetings of holders of preference shares; in
    that capacity they shall have an advisory vote. Notice of a
    meeting of holders of preference shares shall be given by
    letters sent to all holders of preference shares. The notice
    shall state the items of business to be transacted.34.3.
    Articles 27 up to and including 33 shall apply mutatis
    mutandisto meetings of holders of preference shares, with
    the proviso that the notice convening such a meeting shall only
    take place by letter or  if the relevant person
    entitled to attend such meeting so agrees  via a
    legible and reproducible message sent by electronic mail to the
    address notified for this purpose to the company by the relevant
    person entitled to attend such meetings.34.4.
    At a meeting of holders of preference shares at which the entire
    issued capital in shares of that class is represented, valid
    resolutions may be adopted, provided that they are passed by
    unanimous vote, even if the requirements in respect of the place
    of the meeting, the manner of notice, the term of notice and the
    stating in the notice of the items of business to be transacted,
    have not been observed.34.5.
    All resolutions which may be adopted by the holders of
    preference shares at a meeting may also be adopted outside a
    meeting.      34.6.
    The managing board may, subject to the approval of the
    supervisory board, resolve that written resolutions as referred
    to in the preceding paragraph of this article may be adopted via
    an electronic means of communication. The managing board may,
    subject to the approval of the supervisory board, attach
    conditions to the use of the electronic means of communication,
    which conditions shall be notified in writing to all holders of
    preference shares and other persons entitled to vote on
    preference shares.34.7.
    A meeting of holders of ordinary shares shall be held whenever
    required by virtue of the provisions of these articles of
    association. Articles 27 up to and including 33 shall apply
    mutatis mutandisto meetings of holders of ordinary
    shares.  Annual
    accounts, annual report and distributions.
  Article 35.
  35.1.
    The financial year shall run from the first day of January up to
    and including the thirty-first day of December.35.2.
    Annually, within four months after the close of each financial
    year, the managing board shall draw up the annual accounts.
    Within this period the managing board shall also draw up the
    annual report together with the supervisory board.  Article 36.
  36.1.
    The supervisory board shall cause the annual accounts to be
    examined by one or more registered accountant(s) designated for
    the purposes by the general meeting of shareholders or other
    experts designated for the purpose in accordance with
    section 393, Book 2, Dutch Civil Code, and shall report to
    the general meeting of shareholders on the annual accounts,
    notwithstanding the provisions of the law. The accountant, as
    referred to in this paragraph, is authorized to attend the
    general meeting of shareholders in which a resolution about the
    adoption of the annual accounts shall be adopted and to address
    that meeting.




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36.2.
    Annually, no later than four months after the close of the
    financial year the managing board, in accordance with the
    statutory obligations to which the company is subject, shall
    make generally available: (i) the annual accounts,
    (ii) the annual report, (iii) the accountants
    statement as referred to in paragraph 1 of this article, as
    well as (iv) other annual financial accounting documents
    which the company, under or pursuant to the law, must make
    generally available together with the annual accounts.  Profit
    and loss.
  Article 37.
  37.1.
    Distribution of profits pursuant to this article shall be made
    following approval of the annual accounts which show that the
    distribution is permitted.      37.2.  a.
    From the profits shall first, if possible, be distributed on the
    preference shares the percentage as specified hereinafter under
    b below of the compulsory amount paid up or to be paid up on
    these shares as at the commencement of the financial year for
    which the distribution is made or  if the shares are
    issued during that financial year  as at the day on
    which such shares are issued.  b.
    The percentage as referred to above under a shall be equal to
    Euribor (Euro Interbank Offered Rate) for deposit loans with a
    term of one year, established per the day which is two bank
    business days prior to the day of the first issue of the
    preference shares, such at eleven oclock ante meridiem
    Central European Time, increased with a rise of maximum one
    hundred and fifty basis points, determined by the managing
    board, subject to the approval of the supervisory board.    c.
    If and to the extent that the profits are not sufficient to make
    the distribution as referred to in this article in full, the
    deficit shall be distributed from the reserves to the extent by
    doing so paragraph 1 of this article is not contravened.    d.
    No further distributions shall be made on the preference shares
    then as determined in this article and article 39.  e.
    If the profits for a financial year are being determined and if
    in that financial year one or more preference shares have been
    cancelled with repayment, the persons who according to the
    shareholders register as referred to in article 8 at
    the time of such cancellation were recorded as the holders of
    these preference shares, shall have an inalienable right to a
    distribution of profit as described hereinafter. The profits
    which, if sufficient, shall be distributed to such a person
    shall be equal to the amount of the distribution to which he
    would be entitled pursuant to the provisions of this paragraph
    if at the time of the determination of the profits he had still
    been the holder of the preference shares as referred to above,
    calculated on a time-proportionate basis for the period during
    which he held preference shares in that financial year, which
    distribution shall be decreased with the amount of the
    distribution which is made on the preference shares in
    accordance with article 39 paragraph 1.  f.
    If in the course of any financial year preference shares have
    been issued, the dividend on preference shares for that
    financial year shall be decreased time-proportionately
    calculated over the period that the relevant preference shares
    were not issued.  37.3.
    Upon proposal of the managing board, the supervisory board shall
    determine what portion of the remaining profits shall be
    retained by way of reserve.




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37.4.
    The portion of the profits that remains after application of
    paragraph 2 and paragraph 3, shall be at the disposal
    of the general meeting of shareholders, with due observance of
    the provisions of article 38, paragraph 2.37.5.
    The general meeting of shareholders is empowered either to
    distribute the profits in cash or in kind or to withhold
    distribution of the said portion of the profit in whole or in
    part.  Article 38.
  38.1.
    Upon the proposal of the supervisory board, the general meeting
    of shareholders shall be entitled to resolve to make
    distributions charged to the share premium reserve or charged to
    the other reserves shown in the annual accounts not prescribed
    by the law, with due observance of the provisions of
    paragraph 2 of this article, provided that the balance of
    the relevant reserve is not required to make the distribution as
    referred to in article 36, paragraph 2, sub c, first
    sentence in conjunction with article 36, paragraph 2,
    sub a.38.2.
    The supervisory board shall be entitled to resolve that
    distributions, the amount of which distributions has been
    resolved upon by the general meeting of shareholders, to holders
    of shares under article 37, article 38,
    paragraph 1 and article 39, paragraph 1 may be
    made in full or partially in the form of the issue of shares in
    the share capital of the company. The distribution to a
    shareholder according to the preceding sentence shall be made to
    a shareholder in cash or in the form of ordinary shares in the
    share capital of the company, or partially in cash and partially
    in the form of shares in the share capital of the company, such,
    if the supervisory board so resolves, at the option of the
    relevant shareholder.  Article 39.
  39.1.
    At its own discretion and subject to section 105,
    paragraph 4, Book 2, Dutch Civil Code, the supervisory
    board may resolve to distribute one or more interim
    distributions on the shares before the annual accounts for any
    financial year have been adopted at a general meeting of
    shareholders.    39.2.
    In case of a cancellation of preference shares with repayment a
    distribution on the cancelled shares shall be made on the day of
    repayment, which distribution shall be calculated in accordance
    with the provisions of article 37 and over the period up to
    the day of repayment, such in accordance with section 105,
    paragraph 4, Book 2, Dutch Civil Code.  Article 40.
  40.1.
    Distributions under articles 37, 38 or 39 shall be payable
    as from a date to be determined by the supervisory board. The
    date of payment set in respect of shares for which certificates
    are outstanding or in respect of type I shares may differ from
    the date of payment set in respect of shares for which
    type II share certificates are outstanding.40.2.
    Distributions under articles 37, 38 or 39 shall be made
    payable at a place or places, to be determined by the
    supervisory board; at least one place shall be designated
    thereto in the Netherlands.40.3.
    The supervisory board may determine the method of payment in
    respect of cash distributions on type I shares.40.4.
    Cash distributions under articles 37, 38 or 39 in respect
    of shares for which a type II share certificate is
    outstanding shall, if such distributions are made payable only
    outside the Netherlands, be paid in the currency of a country
    where the shares of the company are listed on a stock exchange
    not being the Euro, converted at the rate of exchange determined
    by the European Central Bank at the close of business on a day
    to be fixed for that purpose by the supervisory board. If and in
    so far as on the first day on which a distribution is payable,
    the company is unable, in consequence of any governmental action
    or other exceptional circumstances beyond its control, to make
    payment at the place designated outside the Netherlands or in
    the relevant currency, the supervisory board may in that event
    designate one or more places in the Netherlands instead. In such
    event the provisions of the first sentence of this paragraph
    shall no longer apply.40.5.
    The person entitled to a distribution under articles 37, 38
    or 39 on registered shares shall be the person in whose name the
    share is registered at the date to be fixed for that purpose by
    the supervisory board in respect of each distribution for the
    different types of shares.40.6.
    Notice of distributions and of the dates and places as referred
    to in the preceding paragraphs of this article shall at least be
    published in a national daily newspaper and abroad in at least
    one daily newspaper appearing in each of those countries other
    than the United States, where the shares, on the application of
    the company,




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have been admitted for official quotation, and further in such
    manner as the supervisory board may deem desirable.  40.7.
    Distributions in cash under articles 37, 38 or 39 that have
    not been collected within five years after they have become due
    and payable shall revert to the Company.40.8.
    In the case of a distribution under article 38,
    paragraph 2, any shares in the company not claimed within a
    period to be determined by the supervisory board shall be sold
    for the account of the persons entitled to the distribution who
    failed to claim the shares. The period and manner of sale to be
    determined by the supervisory board, as mentioned in the
    preceding sentence, shall be notified according to
    paragraph 6. The net proceeds of such sale shall thereafter
    be held at the disposal of the above persons in proportion to
    their entitlement; distributions that have not been collected
    within five years after the initial distributions in shares have
    become due and payable shall revert to the company.40.9.
    In the case of a distribution in the form of shares in the
    company under article 38, paragraph 2, on registered
    shares, those shares shall be added to the share register. A
    type II share certificate for a nominal amount equal to the
    number of shares added to the register shall be issued to
    holders of type II shares.  40.10.
    The provisions of paragraph 5 shall apply equally in
    respect of distributions  including pre-emptive
    subscription rights in the event of a share issue 
    made otherwise than under articles 37, 38 or 39, provided
    that in addition thereto in the Dutch Official Gazette
    (Staatscourant) shall be announced the issue of shares
    with a pre-emptive subscription right and the period of time
    within which such can be exercised.Such pre-emptive subscription
    right can be executed during at least two weeks after the day of
    notice in the Dutch Official Gazette (Staatscourant).  Amendments
    to the articles of association, winding up,
    liquidation.
  Article 41.
  41.1.
    A resolution to alter the articles of association or to wind up
    the company shall be valid only provided that:  a.
    the proposal to such a resolution has been proposed to the
    general meeting of shareholders by the supervisory board;b.
    the full proposals have been deposited for inspection by
    shareholders and other persons entitled to attend meetings of
    shareholders, at the office of the company as from the day on
    which the notice is served until the close of that meeting.  41.2.
    A resolution to amend the articles of association by which the
    rights conferred on holders of shares of a specific class as
    such are changed shall require the approval of the relevant
    class meeting.  Article 42.
  42.1.
    If the company is wound up, the liquidation shall be carried out
    by any person designated for that purpose by the general meeting
    of shareholders, under the supervision of the supervisory board.42.2.
    In passing a resolution to wind up the company, the general
    meeting of shareholders shall upon the proposal of the
    supervisory board fix the remuneration payable to the
    liquidators and to those responsible for supervising the
    liquidation.42.3.
    The liquidation shall take place with due observance of the
    provisions of the law. During the liquidation period these
    articles of association shall, to the extent possible, remain in
    full force and effect.42.4.
    After settling the liquidation, the liquidators shall render
    account in accordance with the provisions of the law.42.5.
    After the liquidation has ended, the books and records of the
    company shall remain in the custody of the person designated for
    that purpose by the liquidators during a seven-year period.  Article 43.
  pro rata




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Article 44.
  consignatiekas