**Exhibit 1.1****UNOFFICIAL TRANSLATION OF DRAFT AMENDED AND RESTATED****ARTICLES OF ASSOCIATION**of:STMicroelectronics N.V.with corporate seat in Amsterdamdated 4 April 2005**NAME, SEAT AND DURATION.****Article 1.**     1.1. The name of the company is: STMicroelectronics N.V.     1.2. The company is established at Amsterdam.     1.3. The company will continue for an indefinite period.**OBJECTS.****Article 2.**     The objects of the company shall be to participate or take inany manner any interests in other business enterprises, tomanage such enterprises, to carry on the business insemi-conductors and electronic devices, to take and grantlicenses and other industrial property interests, assumecommitments in the name of any enterprises with which it may beassociated within a group of companies, to take financialinterests in such enterprises and to take any other action, suchas but not limited to the granting of securities or theundertaking of obligations on behalf of third parties, which inthe broadest sense of the term, may be related or contribute tothe aforesaid objects.**SHARE CAPITAL.****Article 3.**     3.1. The authorised capital of the company amounts to onebillion eight hundred nine million six hundred thousand euro(EUR 1,809,600,000), consisting of one billion two hundredmillion (1,200,000,000) ordinary shares and five hundred fortymillion (540,000,000) preference shares of one euro and foureurocents (EUR 1.04) each.     3.2. Where in these articles of association reference ismade to shares and shareholders this shall include the shares ofeach class as well as the holders of shares of each classrespectively, unless explicitly provided otherwise.**ISSUE OF SHARES.****Article 4.**     4.1. The supervisory board shall have the power to issueshares and to determine the terms and conditions of such issueif and in so far as the supervisory board has been designated bythe general meeting of shareholders as the authorized body forthis purpose. A designation as referred to above shall only takeplace for a specific period of no more than five years and maynot be extended by more than five years on each occasion.     4.2. If a designation as referred to in the first paragraphis not in force, the general meeting of shareholders shall havethe power, upon the proposal of and on the terms and conditionsset 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 thenumber of ordinary shares which they own, notwithstanding theprovisions of the law. In respect of the issue of shares thereshall be no pre-emptive right to shares issued against acontribution other than in cash or issued to employees of thecompany or of a group company. In the event of an issue ofpreference shares none of the shareholders shall have apre-emptive right. The supervisory board shall have the power tolimit or debar the pre-emptive right accruing to shareholders,if and in so far as the supervisory board has also beendesignated by the general meeting of shareholders for thispurpose as the authorized body for the period of suchdesignation. The provisions in the second sentence of the firstparagraph shall equally apply.
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     4.4. If a designation as referred to in the third paragraphis not in force, the general meeting of shareholders shall havethe power, upon the proposal of the supervisory board to limitor debar the pre-emptive right accruing to shareholders.     4.5. A resolution of the general meeting of shareholders tolimit or exclude pre-emptive rights or to designate theSupervisory Board as authorized to resolve upon limiting orexcluding of pre-emptive rights requires a majority of at leasttwo-thirds of the votes cast in a meeting if in such meetingless than one-half of the issued share capital is present orrepresented.     4.6. Without prejudice to what has been provided insection 80, paragraph 2, Civil Code:2, shares shall atno time be issued below par.     4.7. Ordinary shares shall be issued only against paymentin full; preference shares may be issued against partialpayment, provided that the proportion of the nominal amount thatmust be paid on each preference share, irrespective of when itwas issued, shall be the same and that at least one quarter ofthe nominal amount is paid up in full when the share is taken.     4.8. Payment must be made in cash to the extent that noother contribution has been agreed upon. If the company soallows, payment in cash can be made in a foreign currency.     In the event of payment in a foreign currency the obligation topay is for the amount which can be freely exchanged into Dutchcurrency. The decisive factor is the rate of exchange on the dayof payment, or as the case may be after application of the nextsentence, on the day mentioned therein.     The company can require payment at the rate of exchange on a    certain day within two months prior to the last day when payment    shall have to be made provided the shares or depositary receipts    for shares after having been issued — shall    immediately be incorporated in the price list of an exchange    abroad.     4.9. This article shall equally apply to the granting ofrights to take shares, but shall not apply to the issue ofshares to someone who exercises a previously acquired right totake shares.     4.10. The managing board shall determine, subject toapproval by the supervisory board, when and in what amountpayment is to be made in respect of partially paid preferenceshares. The managing board shall notify the shareholdersconcerned thereof in writing at least thirty days before thedate on which the payment must finally be made.     4.11. All notifications to shareholders will be made inaccordance with the provisions relating to giving of notice toconvene a general meeting as set out in article 27.2.**REPURCHASE 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; and           c. 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.     5.2. The company may, without being authorized thereto bythe general meeting of shareholders and notwithstanding to whatis provided in paragraph 1 under a and b, acquire shares inits own share capital in order to transfer those shares to theemployees of the company or a group company under a schemeapplicable to such employees.     5.3. Shares thus acquired may again be disposed of. Thecompany shall not acquire shares in its own share capital asreferred to in paragraph 1 — if an authorizationas referred to in such paragraph is in force — or asreferred to in paragraph 2 without the prior approval ofthe supervisory board. The company shall also not dispose ofshares in its own share capital — with the exceptionof shares in the company’s own share capital acquiredpursuant to paragraph 2 — without the priorapproval of the supervisory board.
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     If depositary receipts for shares in the company have beenissued, such depositary receipts shall for the application ofthe provisions of this paragraph and the preceding paragraph betreated as shares.     5.4. In the general meeting no votes may be cast in respectof (a) share(s) held by the company or a subsidiarycompany; no votes may be cast in respect of a share thedepositary receipt for which is held by the company or asubsidiary company. However, the holders of a right of usufructand the holders of a right of pledge on shares held by thecompany and its subsidiary companies, are nonetheless notexcluded from the right to vote such shares, if the right ofusufruct or the right of pledge was granted prior to the timesuch share was held by the company or a subsidiary company.Neither the company nor a subsidiary company may cast votes inrespect of a share on which it holds a right of usufruct or aright of pledge.     Shares in respect of which voting rights may not be exercised bylaw or by the articles of association shall not be taken intoaccount, when determining to what extent the shareholders castvotes, to what extent they are present or represented or to whatextent the share capital is provided or represented.     5.5. Upon the proposal of the supervisory board the generalmeeting of shareholders shall have the power to decide(i) to cancel shares acquired by the company from its ownshare capital, and (ii) to cancel all preference sharesagainst repayment of the amount paid up on those shares, allsubject however to the statutory provisions concerned.**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 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 as type II shares.     Preference shares shall only be made available in the form oftype I shares.     6.3. The supervisory board can decide that the registrationof type I shares may only take place for one or more quantitiesof shares — which quantities are to be specified bythe supervisory board — at the same time.     6.4. Type II share certificates shall be available insuch denominations as the supervisory board shall determine.     6.5. All share certificates shall be signed by or on behalfof a managing director; the signature may be effected by printedfacsimile. Furthermore type II share certificates shall,and all other share certificates may, be countersigned by one ormore persons designated by the managing board for that purpose.     6.6. All share certificates shall be identified by numbersand/or letters.     6.7. The supervisory board can determine that for thepurpose of effecting trading or transfer of shares at foreignexchanges share certificates shall be issued in such form as thesupervisory board may determine, complying with the requirementsset by said foreign exchange(s) and not provided with anydividend sheet.     6.8. The expression “share certificate” as usedin these articles shall include a share certificate in respectof more than one share.**Article 7.**     7.1. Upon written request from a shareholder, missing ordamaged share certificates, or parts thereof, may be replaced bynew certificates or by duplicates bearing the same numbersand/or letters, provided the applicant proves his title and, inso far as applicable, his loss to the satisfaction of thesupervisory board, and further subject to such conditions as themanaging board may deem fit.     7.2. In appropriate cases, at its own discretion, themanaging board may stipulate that the identifying numbers and/orletters of missing documents be published three times, atintervals of at least one month, in at least three newspapers tobe indicated by the managing board announcing the applicationmade; in such a case
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new certificates or duplicates may not be issued until sixmonths have expired since the last publication, always providedthat the original documents have not been produced to themanaging board before that time.     7.3. The issue of new certificates or duplicates shallrender the original document invalid.**Article 8.**     8.1. Notwithstanding the statutory provisions in respect ofregistered shares a register shall be kept by or on behalf ofthe company, which register shall be regularly updated and, atthe discretion of the managing board, may, in whole or in part,be kept in more than one copy and at more than one place.     A part of the register may be kept abroad in order to meetrequirements set out by foreign statutory provisions orprovisions of the foreign exchange.     8.2. Each shareholder’s name, his address and suchfurther data as the managing board deems desirable, whether atthe request of a shareholder or not, shall be entered in theregister.     8.3. The form and the contents of the share register shallbe determined by the managing board with due regard to theprovisions of paragraphs 1 and 2 of this article.     The managing board may determine that the records shall vary asto their form and contents according to whether they relate totype I shares or to type II shares.     8.4. Upon request a shareholder shall be given free ofcharge a declaration of what is stated in the register withregard to the shares registered in his name, which declarationmay be signed by one of the specially authorized persons to beappointed by the managing board for this purpose.     8.5. The provisions of the last four paragraphs shallequally apply to those who hold a right of usufruct or of pledgeon one or more registered shares, with the proviso that theother data required by law must be entered in the register.**Article 9.**     9.1. Subject to the provisions of article 6, theholder of an entry in the share register for one or more type Ishares may, upon his request and at his option, have issued tohim one or more type II share certificates for the samenominal amount.     9.2. Subject to the provisions of article 6, theholder of a type II share certificate registered in hisname may, after lodging the share certificate with the company,upon his request and at his option, either have one or more typeI shares entered in the share register for the same nominalamount.     9.3. A request as mentioned in this article shall, if thesupervisory board so requires, be made on a form obtainable fromthe company free of charge, which shall be signed by theapplicant.**TRANSFER OF SHARES.****Article 10.**     10.1. The transfer of a registered share shall be effectedeither by service upon the company of the instrument of transferor by written acknowledgement of the transfer by the company,subject however to the provisions of the following paragraphs ofthis article.     10.2. Where a transfer of a type II share is effectedby service of an instrument of transfer on the company, thecompany shall, at the discretion of the managing board, eitherendorse the transfer on the share certificate or cancel theshare certificate and issue to the transferee one or more newshare certificates registered in his name to the same nominalamount.     10.3. The Company’s written acknowledgement of atransfer of a type II share shall, at the discretion of themanaging board, be effected either by endorsement of thetransfer on the share certificates or by the issue to thetransferee of one or more new share certificates registered inhis name to the same nominal amount.     10.4. The provisions of the foregoing paragraphs of thisarticle shall equally apply to the allotment of registeredshares in the event of a judicial partition of any community ofproperty or interests, the transfer of a registered share as aconsequence of a judgement execution and the creation of limitedrights in rem on a registered share.
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     If a share certificate has been issued, the acknowledgement canonly be effected either by putting an endorsement to that effecton this document, signed by or on behalf of the company, or byreplacing this document by a new certificate in the name of theacquirer.     10.5. The submission of requests and the lodging ofdocuments referred to in articles 7 to 10 inclusive shall bemade at a place to be indicated by the managing board and in anycase the places where the company is admitted to a stockexchange.     Different places may be indicated for the different classes andtypes of shares and share certificates.     10.6. The company is authorized to charge amounts to bedetermined by the managing board not exceeding cost price tothose persons who request any services to be carried out byvirtue of articles 7 up to and including 10.**USUFRUCTUARIES, PLEDGEES, HOLDERS OF DEPOSITARYRECEIPTS.****Article 11.**     11.1. The usufructuary, who in conformity with theprovisions of section 88, Civil Code:2 has no right tovote, and the pledgee who in conformity with the provisions ofsection 89, Civil Code:2 has no right to vote, shall not beentitled to the rights which by law have been conferred onholders of depositary receipts for shares issued with thecooperation of the company.     11.2. Where in these articles of association persons arementioned, entitled to attend meetings of shareholders, thisshall include to holders of depositary receipts for sharesissued with the cooperation of the company, and persons who inpursuance of paragraph 4 in section 88 orsection 89, Civil Code:2 have the rights that by law havebeen conferred on holders of depositary receipts for sharesissued with the cooperation of the company.**MANAGING BOARD.****Article 12.**     12.1. The company shall be managed by a managing boardconsisting of one or more managing directors under thesupervision of the supervisory board. The number of members ofthe managing board shall be resolved upon by the general meetingof shareholders upon the proposal of the supervisory board. Themembers of the managing board shall be appointed for threeyears, a year being understood as meaning the period between twoAnnual General Meetings of Shareholders adopting the Accounts ofthe previous fiscal year or the meeting in which a postponementof this is granted.     12.2. Managing directors shall be appointed by the generalmeeting of shareholders upon the proposal of the supervisoryboard for each vacancy to be filled.     12.3. Without prejudice to the provisions ofarticle 28, paragraph 2, a proposal to make one ormore appointments to the managing board may be placed on theagenda of a general meeting of shareholders by the supervisoryboard.     12.4. The company has a policy regarding the compensationof the managing board. The policy will be adopted by the generalmeeting of shareholders upon the proposal of the supervisoryboard.     12.5. The supervisory board shall determine thecompensation of the individual managing directors, within thescope of the compensation policy referred to in the previousparagraph. The supervisory board will submit for approval by thegeneral meeting of shareholders a proposal regarding thecompensation in the form of shares or rights to acquire shares.This proposal sets forth at least how many shares or rights toacquire shares may be awarded to the managing board and whichcriteria apply to an award or a modification.     12.6. The general meeting of shareholders shall decide inaccordance with the provisions of article 32, paragraph 1.     Votes in respect of persons who have not been so nominated shallbe invalid.**Article 13.**     13.1. The general meeting of shareholders shall be entitledto suspend or dismiss one or more managing directors, providedthat at least half of the issued share capital is represented atthe meeting. No such quorum shall be required where thesuspension or dismissal is proposed by the supervisory board.
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     13.2. Where a quorum under paragraph 1 is required butis not present, a further meeting shall be convened, to be heldwithin four weeks after the first meeting, which shall beentitled, irrespective of the share capital represented, to passa resolution in regard to the suspension or dismissal.     13.3. The managing directors can be jointly or individuallysuspended by the supervisory board. After suspension a generalmeeting of shareholders shall be convened within three months,at which meeting it shall be decided whether the suspensionshall be cancelled or maintained.     The person involved shall be given the opportunity to accountfor his actions at that meeting.**REPRESENTATION.****Article 14.**     14.1. The entire managing board as well as each managingdirector may represent the company.     14.2. The managing board may grant powers of attorney topersons, whether or not in the service of the company, torepresent the company and shall thereby determine the scope ofsuch powers of attorney and the titles of such persons.     14.3. The managing board shall have power to perform legalacts as specified in section 2:94, paragraph 1, CivilCode in so far as such power is not expressly excluded orlimited by any provision of these articles or by any resolutionof the supervisory board.**Article 15.**     15.1. The supervisory board shall appoint one of themanaging directors as chairman of the managing board.Appointment of the chairman shall be resolved with the majoritymentioned in article 22, paragraph 1.     15.2. Resolutions of the managing board shall be passed bysimple majority of votes. In the event of a tie of votes thechairman of the managing board shall have a casting vote.**Article 16.**     16.1. Without prejudice to provisions made elsewhere inthese articles, the managing board shall require the priorexpress approval:          (i) from the supervisory board for decisions relating to:          1. all proposals to be submitted to a vote at the general    meeting of the shareholders;           2. the formation of all companies, acquisition or sale of    any participation, and conclusion of any cooperation and    participation agreement;           3. all pluriannual 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) transfering the enterprise or practically the    entire enterprise to a third party, (b) entering into or    cancelling 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, 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;
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     the absence of the approval provided for above may not be raised    by or against third parties.     16.2. Without prejudice to provisions made elsewhere inthese articles, the managing board shall require the approval ofthe general meeting of shareholders according to the law and theprovisions of these articles as well as such resolutions as areclearly defined by a resolution of the general meeting ofshareholders to that effect.**Article 17.**     In the event of the absence or inability to act of one of moremanaging directors the remaining managing directors or managingdirector shall temporarily be responsible for the entiremanagement. In the event of the absence or inability to act ofall managing directors, one or more persons appointed by thesupervisory board for this purpose at any time shall betemporarily responsible for the management.**SUPERVISORY BOARD.****Article 18.**     18.1. The supervisory board shall be responsible forsupervising the policy pursued by the managing board and thegeneral course of affairs of the company and the businessenterprise which it operates. The supervisory board shall assistthe managing board with advice relating to the general policyaspects connected with the activities of the company. Infulfilling their duties the supervisory directors shall servethe interests of the company and the business enterprise whichit operates.     18.2. The managing board shall provide the supervisoryboard in good time with all relevant information as well as theinformation the supervisory board requests, in connection withthe exercise of its duties.     18.3. At least once per year the managing board shallinform the supervisory board in writing of the main features ofthe strategic policy, the general and financial risks and themanagement and control systems of the company.     The managing board shall then submit to the supervisory boardfor approval:          a) the operational and financial objectives of the company;           b) the strategy designed to achieve the objectives; and           c) 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 sixmembers, to be appointed by the general meeting of shareholdersupon the proposal of the supervisory board for each vacancy tobe filled. The number of supervisory directors shall withoutprejudice to the preceding sentence be resolved upon by thegeneral meeting of shareholders upon the proposal of thesupervisory board.     19.2. The general meeting of shareholders shall decide inaccordance with the provisions of article 32 paragraph 1.     19.3. Without prejudice to the provisions ofarticle 28, paragraph 2, a proposal to make one ormore appointments to the supervisory board may be placed on theagenda of the general meeting of shareholders by the supervisoryboard.     19.4. The supervisory board shall appoint from their numbera chairman and a vice-chairman of the supervisory board with themajority mentioned in article 22, paragraph 1.     19.5. Upon the appointment of the supervisory directors theparticulars as referred to in section 142,paragraph 3, Civil Code:2 shall be made available forprior inspection.**Article 20.**     20.1. The supervisory board may appoint one or more of itsmembers as delegate supervisory director in charge ofsupervising the managing board on a regular basis. They shallreport their findings to the supervisory board. The offices ofchairman of the supervisory board and delegate supervisorydirector are compatible.     20.2. With due observance of these articles of association,the supervisory board may adopt rules regulating the division ofits duties among its various supervisory directors.
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     The Supervisory Board may also delegate certain of its powers tocommittees which exclusively consist of members of theSupervisory Board, such as an audit committee, a compensationcommittee or any other committee as the Supervisory Board mayresolve to install. In case the authority to resolve upon theissuance of new shares is delegated to the Supervisory board,the Supervisory Board may install a pricing committee whichshall exclusively consist of members of the Supervisory Boardand which shall be authorised within the range set in thedelegation mentioned above to determine on behalf of theSupervisory Board the price and conditions for newly issuedshares.     20.3. The supervisory board may decide that one or more ofits members shall have access to all premises of the company andshall be authorized to examine all books, correspondence andother records and to be fully informed of all actions which havetaken place, or may decide that one or more of its supervisorydirectors shall be authorised to exercise a portion of suchpowers.     20.4. At the expense of the company, the supervisory boardmay obtain such advice from experts as the supervisory boarddeems desirable for the proper fulfilment of its duties.**Article 21.**     21.1. A supervisory director shall retire no later than atthe ordinary general meeting of shareholders held after a periodof three years following his appointment.     A retired supervisory director may immediately be re-elected.     21.2. The supervisory board may establish a rotation scheme.     21.3. The supervisory directors may be suspended ordismissed by the general meeting of shareholders. Thesupervisory board may make a proposal to the general meeting ofshareholders for the suspension or dismissal of one or more ofits supervisory directors.**Article 22.**     22.1. The supervisory board may pass resolutions by atleast three quarters of the votes of the members in office. Eachsupervisory director has the right to cast one vote. In case ofabsence a supervisory director may issue a proxy, however, onlyto another supervisory director. The proxy should explicitlyindicate in which way the vote must be cast. The supervisoryboard may pass resolutions in writing without holding a meetingprovided that the proposals for such resolutions have beencommunicated in writing to all supervisory directors and nosupervisory director is opposed to this method of passing aresolution.     22.2. A certificate signed by two supervisory directors tothe effect that the supervisory board has passed a particularresolution shall constitute evidence of such a resolution indealings with third parties.     22.3. The managing directors shall attend meetings of thesupervisory board at the latter’s request.     22.4. The supervisory board shall meet whenever two or moreof its members or the managing board so requests. Meetings ofthe supervisory board shall be convened by the chairman of thesupervisory board, either on request of two or more supervisorydirectors or on request of the managing board, or by thesupervisory directors requesting the meeting to be held. If thechairman fails to convene a meeting to be held within four weeksof the receipt of the request, the supervisory board membersmaking the request are entitled to convene the meeting.     22.5. The supervisory board shall draw up standing ordersregulating inter alia the manner of convening board meetings andthe internal procedure at such meetings. These meetings may beheld by telephone as well as by video.**Article 23.**     The general meeting of shareholders determines the compensationto the members of the Supervisory Board or to one or more of itsmembers. The meeting shall have authority to decide whether suchcompensation will consist of a fixed amount and/or an amountthat is variable in proportion to profits or any other factor.The Supervisory Board members shall be reimbursed for theirexpenses.**INDEMNIFICATION.****Article 24.**     24.1. The company shall indemnify any person who was or isa party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil,criminal, administrative or
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investigative (other than an action by or in the right of thecompany) by reason of the fact that he is or was a supervisorydirector, managing director, officer or agent of the company, orwas serving at the request of the company as a supervisorydirector, managing director, officer or agent of anothercompany, a partnership, joint venture, trust or otherenterprise, against all expenses (including attorneys’fees) judgements, fines and amounts paid in settlement actuallyand reasonably incurred by him in connection with such action,suit or proceeding if he acted in good faith and in a manner hereasonably believed to be in or not opposed to the bestinterests of the company, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe hisconduct was unlawful or out of his mandate. The termination ofany action, suit or proceeding by a judgement, order,settlement, conviction, or upon a plea of nolo contendere or itsequivalent, shall not, of itself, create a presumption that theperson did not act in good faith and not in a manner which hereasonably believed to be in or not opposed to the bestinterests of the company, and, with respect to any criminalaction or proceeding, had reasonable cause to believe that hisconduct was unlawful.     24.2. The company shall indemnify any person who was or isa party or is threatened to be made a party to any threatened,pending or completed action or proceeding by or in the right ofthe company to procure a judgement in its favor, by reason ofthe fact that he is or was a supervisory director, managingdirector, officer or agent of the company, or is or was servingat the request of the company as a supervisory director,managing director, officer or agent of another company, apartnership, joint venture, trust or other enterprise, againstexpenses (including attorneys’ fees) actually andreasonably incurred by him in connection with the defense orsettlement of such action or proceeding if he acted in goodfaith and in a manner he reasonably believed to be in or notopposed to the best interests of the company and except that noindemnification shall be made in respect of any claim, issue ormatter as to which such person shall have been adjudged to beliable for gross negligence or wilful misconduct in theperformance of his duty to the company, unless and only to theextent that the court in which such action or proceeding wasbrought or any other court having appropriate jurisdiction shalldetermine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, suchperson is fairly and reasonably entitled to indemnificationagainst such expenses which the court in which such action orproceeding was brought or such other court having appropriatejurisdiction shall deem proper.     24.3. To the extent that a supervisory director, managingdirector, officer or agent of the company has been successful onthe merits or otherwise in defense of any action, suit ofproceeding, referred to in paragraphs 1 and 2, or indefense of any claim, issue or matter therein, he shall beindemnified against expenses (including attorney’s fees)actually and reasonable incurred by him in connection therewith.     24.4. Any indemnification by the company referred to inparagraphs 1 and 2 shall (unless ordered by a court) onlybe made upon a determination that indemnification of thesupervisory director, managing director, officer or agent isproper in the circumstances because he had met the applicablestandard of conduct set forth in paragraphs 1 and 2. Suchdetermination 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 criminalaction, suit or proceeding may be paid by the company in advanceof the final disposition of such action, suit or proceeding upona resolution of the supervisory board with respect to thespecific case upon receipt of an undertaking by or on behalf ofthe supervisory director, managing director, officer or agent torepay such amount unless it shall ultimately be determined thathe is entitled to be indemnified by the company as authorized inthis article.     24.6. The indemnification provided for by this articleshall not be deemed exclusive of any other right to which aperson seeking indemnification may be entitled under anyby-laws, agreement, resolution of the general meeting ofshareholders or of the disinterested supervisory directors orotherwise, both as to actions in his official capacity and as toactions in another capacity while holding such position, andshall continue as to a person who has ceased to be a supervisorydirector, managing director, officer or agent and shall alsoinure to the benefit of the heirs, executors and administratorsof such a person.     24.7. The company shall have the power to purchase andmaintain insurance on behalf of any person who is or was asupervisory director, managing director, officer or agent of thecompany, or is or was serving at the request of the company as asupervisory director, managing director, officer, employee oragent of another
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company, a partnership, joint venture, trust or otherenterprise, against any liability asserted against him andincurred by him in any such capacity or arising out of hiscapacity as such, whether or not the company would have thepower to indemnify him against such liability under theprovisions of this article.     24.8. Whenever in this article reference is being made tothe company, this shall include, in addition to the resulting orsurviving company also any constituent company (including anyconstituent company of a constituent company) absorbed in aconsolidation or merger which, if its separate existence hadcontinued, would have had the power to indemnify its supervisorydirectors, managing directors, officers and agents, so that anyperson who is or was a supervisory director, managing director,officer or agent of such constituent company, or is or wasserving at the request of such constituent company as asupervisory director, managing director, officer or agent ofanother company, a partnership, joint venture, trust or otherenterprise, shall stand in the same position under theprovisions of this article with respect to the resulting orsurviving company as he would have with respect to suchconstituent company if its separate existence had continued.**GENERAL MEETING OF SHAREHOLDERS.****Article 25.**     25.1. The ordinary general meeting of shareholders shall beheld each year within six months after the close of thefinancial year.     25.2. At this general meeting 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 members of the Managing    Board 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 on the managing board in accordance    with the provisions of article 12;           e. filling vacancies on 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.**Article 26.**     26.1. Extraordinary general meetings of shareholders shallbe held as often as deemed necessary by the supervisory boardand shall be held if one or more shareholders and other personsentitled to attend the meetings of shareholders jointlyrepresenting at least one-tenth of the issued share capital makea written request to that effect to the managing board orsupervisory board, specifying in detail the business to be dealtwith.     26.2. If the managing board or supervisory board fail tocomply with a request under paragraph 1 above in suchmanner that the general meeting of shareholders can be heldwithin six weeks after the request, the persons making therequest may be authorized by the President of the Court withinwhose jurisdiction the company is established to convene themeeting themselves.**Article 27.**     27.1. General meetings of shareholders shall be held atAmsterdam, Haarlemmermeer (Schiphol Airport), Rotterdam or TheHague; the notice convening the meeting shall inform theshareholders and other persons entitled to attend the meetingsof shareholders accordingly.     27.2. The notice convening a general meeting ofshareholders shall be published by advertisement which shall atleast be published in a national daily newspaper and abroad inat least one daily newspaper appearing in each of thesecountries other than the United States, where, on theapplication of the company, the shares have been admitted forofficial quotation. In addition, holders of registered sharesshall be notified by letter that the meeting is being convened.     27.3. The notice convening the meeting shall be issued bythe managing board, by the supervisory board or by those whoaccording to the law or these articles are entitled thereto.
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**Article 28.**     28.1. The notice convening the meeting referred to in theforegoing article shall be issued no later than on thetwenty-first day prior to the meeting.     28.2. The agenda shall contain such business as may beplaced 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 placeon the agenda at least five days before the date on which themeeting is convened. Nominations for appointment to the managingboard and the supervisory board cannot be placed on the agendaby the managing board. No resolution shall be passed at themeeting in respect of matters not on the agenda.     28.3. Notwithstanding paragraph 2, proposals ofpersons who are entitled to attend the meetings of shareholderswill be included in the agenda, if such proposal is made inwriting to the managing board within a period of sixty daysbefore that meeting by persons who are entitled to attend themeetings of shareholders, who solely or jointly, represent atleast one per cent (1%) of the company’s issued sharecapital or a market value of at least fifty million euro (EUR50,000,000), unless the company determines that such proposalwould conflict with substantial interests of the company.     28.4. Without prejudice to the relevant provisions of law,dealing with withdrawal of shares and amendments to articles ofassociation, the notice convening the meeting shall eithermention the business on the agenda or state that the agenda isopen to inspection by the shareholders and other personsentitled to attend the meetings of shareholders at the office ofthe company.**Article 29.**     29.1. General meetings of shareholders shall be presidedover by the chairman of the supervisory board or in his absenceby the vice-chairman of the supervisory board. In case ofabsence of the chairman and the vice-chairman of the supervisoryboard the meeting shall be presided by any other personnominated by the supervisory board.     29.2. Minutes shall be kept of the business transacted at ageneral meeting of shareholders, which minutes shall be drawn upand signed by the chairman and by a person appointed by himimmediately after the opening of the meeting.     29.3. Where the minutes are drawn up before a civil lawnotary, the chairman’s signature, together with that of thecivil law notary, shall be sufficient.**Article 30.**     30.1. All shareholders and other persons entitled to voteat general meetings of shareholders are entitled to attend thegeneral meetings of shareholders, to address the general meetingof shareholders and to vote. The general meeting of shareholdersmay lay down rules regulating, inter alia, the length of timefor which shareholders may speak. In so far as such rules arenot applicable, the chairman may regulate the time for whichshareholders may speak if he considers this to be desirable witha view to the orderly conduct of the meeting.     30.2. In order to exercise the rights mentioned inparagraph 1, the holders of registered shares shall notifythe company in writing of their intention to do so no later thanon the day and at the place mentioned in the notice conveningthe meeting, and also — in so far as type IIshares are concerned — stating the serial number ofthe shares certificate.     They may only exercise the said rights at the meeting for theshares registered in their name both on the day referred toabove and on the day of the meeting.     30.3. The company shall send a card of admission to themeeting to holders of registered shares who have notified thecompany of their intention in accordance with the provision inthe foregoing paragraph.     30.4. The provisions laid down in paragraphs 2 up toand including 4 are mutatis mutandis applicable to shares fromwhich usufructuaries and pledgees who do not have the votingright attached to those shares derive their rights.**Article 31.**     31.1. Shareholders and other persons entitled to attendmeetings of shareholders may be represented by proxies withwritten authority to be shown for admittance to a meeting.
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     31.2. All matters regarding the admittance to the generalmeeting, the exercise of voting rights and the result ofvotings, as well as any other matters regarding the affairs atthe general meeting shall be decided upon by the chairman ofthat meeting, with due observance of the provisions ofsection 13, Civil Code:2.**Article 32.**     32.1. Unless otherwise stated in these articles,resolutions shall be adopted by simple majority of votes of theshareholders having the right to vote in a meeting ofshareholders where at least fifteen per cent of the issuedcapital is present or represented. Blank and invalid votes shallnot be counted. The chairman shall decide on the method ofvoting and on the possibility of voting by acclamation.     32.2. Where the voting concerns appointments, further pollsshall, if necessary, be taken until one of the nominees hasobtained a simple majority, such with due observance of theprovision of paragraph 1 of this article. The further pollor polls may, at the chairman’s discretion, be taken at asubsequent meeting.     32.3. Except as provided in paragraph 2, in case of anequality of the votes cast the relevant proposal shall be deemedto have been rejected.**Article 33.**     At the general meeting of shareholders each share shall conferthe right to cast one vote.**MEETINGS OF HOLDERS OF SHARES OF A PARTICULARCLASS.****Article 34.**     34.1. A meeting of holders of preference shares shall beheld whenever required by virtue of the provisions of thesearticles of association and further whenever the managing boardand/or the supervisory board shall decide, and also whenever oneor more holders of preference shares so request the managingboard and/or the supervisory board in writing, stating the itemsof business to be transacted.     If after receipt of a request as referred to in the precedingsentence neither the managing board nor the supervisory boardhas called a meeting in such a way that the meeting is heldwithin four weeks of receipt, the applicant(s) shall beauthorised to call the meeting themselves, with due observanceof the relevant provisions of these articles of association.     34.2. The managing directors and the supervisory directorsshall have the right to attend meetings of holders of preferenceshares; in that capacity they shall have an advisory vote.Notice of a meeting of holders of preference shares shall begiven by letters sent to all holders of preference shares. Thenotice shall state the items of business to be transacted.     34.3. Article 27, paragraphs 1 and 3,article 28, article 29, article 30,paragraph 1, article 31, article 32 and article 33shall apply mutatis mutandis to meetings of holders ofpreference shares.     34.4. At a meeting of holders of preference shares at whichthe entire issued capital in shares of those class isrepresented, valid resolutions may be adopted, provided thatthey are passed by unanimous vote, even if the requirements inrespect of the place of the meeting, the manner of notice, theterm of notice and the stating in the notice of the items ofbusiness to be transacted, have not been observed.     34.5. All resolutions which may be adopted by the holdersof preference shares at a meeting may also be adopted outside ameeting.     Resolutions may be adopted outside a meeting only if all holdersof preference shares and holders of a right of usufruct onpreference shares entitled to vote have declared themselves infavour of the proposal by letter, by telegram, by telexcommunication or telecopier.     The resolution shall be recorded in the minute book of themeeting of holders of preference shares by a managing director.     34.6. A meeting of holders of ordinary shares shall be heldwhenever required by virtue of the provisions of these articlesof association. Articles 27 up to and including 33 shallapply mutatis mutandis to meetings of holders of ordinary shares.
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**ANNUAL ACCOUNTS, REPORT OF THE BOARD OF MANAGEMENT ANDDISTRIBUTIONS.****Article 35.**     35.1. The financial year shall run from the first day ofJanuary up to and including the thirty-first day of December.     35.2. Each year the managing board shall cause annualaccounts to be drawn up, consisting of a balance sheet as at thethirty-first day of December, of the preceding year and a profitand loss account in respect of the preceding financial year withthe explanatory notes thereto.     35.3. The managing board shall be bound to draw up theaforesaid annual accounts in accordance with establishedprinciples of business management.**Article 36.**     36.1. The supervisory board shall cause the annual accountsto be examined by one or more registered accountant(s)designated for the purposes by the general meeting ofshareholders or other experts designated for the purpose inaccordance with section 393, Civil Code:2, and shall reportto the general meeting of shareholders on the annual accounts,notwithstanding the provisions of the law.     36.2. Copies of the annual accounts which have been madeup, of the report of the supervisory board, of the report of themanaging board and of the information to be added pursuant tothe law shall be deposited for inspection by shareholders andother persons entitled to attend meetings of shareholders, atthe office of the company as from the date of serving the noticeconvening the general meeting of shareholders at which meetingthose items shall be discussed, until the close thereof.**PROFIT AND LOSS.****Article 37.**     37.1. Distribution of profits pursuant to this articleshall be made following approval of the annual accounts whichshow that the distribution is permitted.     The company may only make distributions to shareholders andother persons entitled to distributable profits to the extentthat its equity exceeds the total amount of its issued capitaland the reserves which must be maintained by law.     A deficit may only be offset against the reserves prescribed bylaw in so far as permitted by law.     37.2. Upon proposal of the managing board, the supervisoryboard shall determine what portion of the profit shall beretained by way of reserve, having regard to the legalprovisions relating to obligatory reserves.     37.3. The portion of the profit that remains afterapplication of paragraph 2, shall be at the disposal of thegeneral meeting of shareholders, with due observance of theprovisions of article 38, paragraph 2.     37.4. In case the general meeting of shareholders resolvesupon distribution of profits made in the latest financial year,first, if possible, an amount equal to the percentage referredto below of the paid up part of their par value shall be paid asdividend on the preference shares. No further distributionsshall be made on the preference shares. The percentage referredto above is equal to the average of the Euro Interbank OfferedRates applying to cash loans with a term of one year —weighted on the basis of the number of days for which theserates applied — during the financial year in respectof which the distribution takes place. If the amount to be paidon the preference shares has been reduced or, pursuant to aresolution for further payment, has been increased in thefinancial year in respect of which the distribution referred toabove is made, the distribution on these shares shall be reducedor, as the case may be, increased if possible by an amount equalto the percentage referred to above of the amount of thereduction or, as the case may be, the increase, calculated fromthe time of the reduction or, as the case may be, from the timeat which further payments become obligatory.     37.5. The general meeting of shareholders is empoweredeither to distribute the profits in cash or in kind or towithhold distribution of the said portion of the profit in wholeor in part.**Article 38.**     38.1. Upon the proposal of the supervisory board, thegeneral meeting of shareholders shall be entitled to resolve tomake distributions charged to the share premium reserve orcharged to the other reserves shown in the annual accounts notprescribed by the law, with due observance of the provisions ofparagraph 2.
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     38.2. The supervisory board shall be entitled to resolvethat distributions, the amount of which distributions has beenresolved upon by the general meeting of shareholders, toshareholders under article 37, article 38, paragraph 1 andarticle 39 may be made in full or partially in the form of theissue of shares in the share capital of the company.     The distribution to a shareholder according to the precedingsentence shall be made to a shareholder in cash or in the formof shares in the share capital of the company, or partially incash and partially in the form of shares in the share capital ofthe company, such, if the supervisory board so resolves, at theoption of the shareholders.**Article 39.**     At its own discretion and subject to section 105,paragraph 4, Civil Code:2, the supervisory board mayresolve to distribute one or more interim dividends on theshares before the annual accounts for any financial year havebeen approved and adopted at a general meeting of shareholders.**Article 40.**     40.1. Distributions under articles 37, 38 or 39 shall bepayable as from a date to be determined by the supervisoryboard. The date of payment set in respect of shares for whichcertificates are outstanding or in respect of type I shares maydiffer from the date of payment set in respect of shares forwhich type II share certificates are outstanding.     40.2. Distributions under articles 37, 38 or 39 shall bemade payable at a place or places, to be determined by thesupervisory board; at least one place shall be designatedthereto in The Netherlands.     40.3. The supervisory board may determine the method ofpayment in respect of cash distributions on type I shares.     40.4. Cash distributions under articles 37, 38 or 39 inrespect of shares for which a type II share certificate isoutstanding shall, if such distributions are made payable onlyoutside the Netherlands, be paid in the currency of a countrywhere the shares of the company are listed on a stock exchangenot being the Euro, converted at the rate of exchange determinedby the European Central Bank at the close of business on a dayto be fixed for that purpose by the supervisory board. If and inso far as on the first day on which a distribution is payable,the company is unable, in consequence of any governmental actionor other exceptional circumstances beyond its control, to makepayment at the place designated outside the Netherlands or inthe relevant currency, the supervisory board may in that eventdesignate one or more places in the Netherlands instead. In suchevent the provisions of the first sentence of this paragraphshall no longer apply.     40.5. The person entitled to a distribution under articles37, 38 or 39 on registered shares shall be the person in whosename the share is registered at the date to be fixed for thatpurpose by the supervisory board in respect of each distributionfor the different types of shares.     40.6. Notice of distributions and of the dates and placesreferred to in the preceding paragraphs of this article shall atleast be published in a national daily newspaper and abroad inat least one daily newspaper appearing in each of thosecountries other than the United States, where the shares, on theapplication of the company, have been admitted for officialquotation, and further in such manner as the supervisory boardmay deem desirable.     40.7. Distributions in cash under articles 37, 38 or 39that have not been collected within five years after they havebecome 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 aperiod to be determined by the supervisory board shall be soldfor the account of the persons entitled to the distribution whofailed to claim the shares. The period and manner of sale to bedetermined by the supervisory board, as mentioned in thepreceding sentence, shall be notified according toparagraph 6. The net proceeds of such sale shall thereafterbe held at the disposal of the above persons in proportion totheir entitlement; distributions that have not been collectedwithin five years after the initial distributions in shares havebecome due and payable shall revert to the Company.     40.9. In the case of a distribution in the form of sharesin the company under article 38, paragraph 2, onregistered shares, those shares shall be added to the shareregister. A type II share certificate for a nominal amountequal to the number of shares added to the register shall beissued to holders of type II shares.     40.10. The provisions of paragraph 5 shall applyequally in respect of distributions — includingpre-emptive subscription rights in the event of a shareissue — made otherwise than under articles 37, 38or 39, provided that
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in addition thereto in the “Staatscourant” (DutchOfficial Gazette) shall be announced the issue of shares with apre-emptive subscription right and the period of time withinwhich such can be exercised.     Such pre-emptive subscription right can be executed during atleast two weeks after the day of notice in the“Staatscourant” (Dutch Official Gazette).**ALTERATIONS TO ARTICLES OF ASSOCIATION, WINDING UP,LIQUIDATION.****Article 41.**     41.1. A resolution to alter the articles of association orto 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 bywhich the rights conferred on holders of shares of a specificclass as such are changed shall require the approval of therelevant class meeting.**Article 42.**     42.1. If the company is wound up, the liquidation shall becarried out by any person designated for that purpose by thegeneral meeting of shareholders, under the supervision of thesupervisory board.     42.2. In passing a resolution to wind up the company, thegeneral meeting of shareholders shall upon the proposal of thesupervisory board fix the remuneration payable to theliquidators and to those responsible for supervising theliquidation.     42.3. The liquidation shall take place with due observanceof the provisions of the law. During the liquidation periodthese articles of association shall, to the extent possible,remain in full force and effect.     42.4. After settling the liquidation, the liquidators shallrender account in accordance with the provisions of the law.     42.5. After the liquidation has ended, the books andrecords of the company shall remain in the custody of the persondesignated for that purpose by the liquidators during a ten-yearperiod.**Article 43.**     From what is left of the company’s assets after allcreditors have been satisfied, first, if possible, all holdersof preference shares shall have returned to them the paid uppart of the nominal amount of their preference shares.     The residue shall be divided amongst the holders of ordinaryshares pro rata to their respective holdings of ordinary shares.**Article 44.**     Any amounts payable to shareholders or due to creditors whichhave not been claimed within six months after the lastdistribution was made payable, shall be deposited with thePublic Administrator of Unclaimed Debts.
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