ARTICLES OF ASSOCIATION:
                                       of:
                             STMicroelectronics N.V.
                            established in Amsterdam
                               dated June 16, 1999



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 in any manner any
interests in other business enterprises, to manage such enterprises, to carry on
the business in semi-conductors and electronic devices, to take and grant
licenses and other industrial property interests, assume commitments in the name
of any enterprises with which it may be associated within a group of companies,
to take financial interests in such enterprises and to take any other action
which in the broadest sense of the term, may be related or contribute to the
aforesaid objects.
SHARE CAPITAL.
Article 3.
3.1.     The authorised capital of the company amounts to one billion eight
         hundred nine million six hundred


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         thousand euro (EUR 1,809,600,000.--), consisting of four hundred
         million (400,000,000) ordinary shares and one hundred eighty million
         (180,000,000) preference shares of three euro and twelve eurocents
         (EUR 3.12) 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.
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

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         employees of the company or of a group company. In the
         event of an issue of preference shares none of the shareholders
         shall have a pre-emptive right. The supervisory board shall have
         the power to limit or debar the pre-emptive right accruing to
         shareholders, if and in so far as the supervisory board has also
         been designated by the general meeting of shareholders for this
         purpose as the authorized body for the period of such designation.
         The provisions in the second sentence of the first paragraph shall
         equally apply.
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 debar the pre-emptive
         right accruing to shareholders.
4.5.     A resolution of the general meeting of shareholders to limit or debar
         pre-emptive rights requires a majority of at least two-thirds of the
         votes cast in a meeting of shareholders in which at least fifty per
         cent (50 %) of the issued capital is present or represented.
4.6.     Without prejudice to what has been provided in section 80, paragraph 2,
         Civil Code:2, 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 taken.

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4.8.     Payment must be made in cash to the extent that no other
         contribution has been agreed upon. If the company so allows,
         payment in cash can be made in a foreign currency.
         In the event of payment in a foreign currency the obligation to pay
         is for the amount which can be freely exchanged into Dutch
         currency. The decisive factor is the rate of exchange on the day of
         payment, or as the case may be after application of the next
         sentence, 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 of rights to take
         shares, but shall not apply to the issue of shares to someone who
         exercises a previously acquired right to take shares.
4.10.    The managing board shall determine, subject to approval by the
         supervisory board, when and in what amount 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 as
         set out in article 27.2.
REPURCHASE OF SHARES.

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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.     Shares thus acquired may again be disposed of. The managing board
         shall not acquire shares in the company's own share capital as referred
         to above - if an authorization as referred to above is in force - or
         dispose of such shares without the prior approval of the supervisory
         board. If depositary receipts for shares in the company have been
         issued, such depositary receipts shall for the application of the
         provisions of this paragraph and the preceding paragraph be treated as
         shares.
5.3.     In the general meeting 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

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         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.
         Shares in respect of which voting rights may not be exercised by
         law or by the articles of association shall not be taken into
         account, when determining to what extent the shareholders cast
         votes, to what extent they are present or represented or to what
         extent the share capital is provided or represented.
5.4.     Upon the proposal of the supervisory board the general meeting of
         shareholders shall have the power to decide (i) to cancel shares
         acquired by the company from its own share capital, and (ii) to cancel
         all preference shares against repayment of the amount paid up on those
         shares, all subject 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

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              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 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


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         said foreign exchange(s) and not provided with any dividend sheet.
6.8.     The expression "share certificate" as used in these articles 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

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         in more than one copy and at more than one place. A part of the
         register may be kept abroad in order to meet requirements set out by
         foreign statutory provisions or provisions of the foreign exchange.
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.
         The managing board may determine that the records shall vary as to
         their form and contents according to whether they relate to type I
         shares or to type II shares.
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.

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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.
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.


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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 judgement
         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.
         Different places may be indicated for the different classes and types
         of shares and share certificates.
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,
         Civil Code:2 has no right to vote, and the pledgee who in conformity
         with the provisions of section 89, Civil Code:2 has no right to vote,
         shall not be entitled to the rights which

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         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 to 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, Civil Code:2 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 Annual General Meetings of
         Shareholders adopting the Accounts of the previous fiscal year or
         the meeting in which a postponement of this is granted.
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 make one or more

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         appointments to the managing board may be placed on the agenda of a
         general meeting of shareholders by the supervisory board.
12.4.    The supervisory board shall determine the salary, the bonus, if any,
         and the other terms and conditions of employment of the managing
         directors.
12.5.    The general meeting of shareholders shall decide in accordance with the
         provisions of article 32, paragraph 1.
         Votes in respect of persons who have not been so nominated shall be
         invalid.
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.
         The person involved shall be given the opportunity to account for his
         actions at that meeting.

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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 2:94, paragraph 1, Civil Code in so far as such power is not
         expressly excluded or limited by any provision of these articles 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, 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 the shareholders;



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             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 for decisions
                  relating to:
             -    sale of all or of an important part of the company's
                  assets or business enterprise(s);
             -    entering into mergers, acquisitions or joint ventures,
                  which the supervisory board considers of material
                  significance,
         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 in these articles, the
         managing board shall require the approval of the general meeting of
         shareholders

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         according to the law and the provisions of these articles as well as
         such resolutions as are clearly defined by a resolution of the general
         meeting of shareholders to that effect.
Article 17.
In the event of the absence or inability to act of one of more managing
directors the remaining managing directors or managing director shall
temporarily be responsible for the entire management. In the event of the
absence or inability to act of all managing directors, one or more persons
appointed by the supervisory board for this purpose at any time shall be
temporarily responsible for the management.
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. The supervisory
         board shall assist the managing board with advice relating to the
         general policy aspects connected with the activities of the company. In
         fulfilling their duties the supervisory directors shall serve the
         interests 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.
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

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         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 make one or more appointments 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 their number 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, Civil Code:2 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. They shall report their findings to the
         supervisory board. The offices of chairman of the supervisory board and
         delegate supervisory director are compatible.
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.

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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 authorised 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 fulfilment of its duties.
Article 21.
21.1.    A supervisory director shall retire no later than at the ordinary
         general meeting of shareholders held after a period of three years
         following his appointment. A retired supervisory director may
         immediately be re-elected.
21.2.    A supervisory director shall retire at the annual general meeting of
         the year in which he reaches the age prescribed by law for retirement
         of a supervisory director.
21.3.    The supervisory board may establish a rotation scheme.
21.4.    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

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         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

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         meetings and the internal procedure at such meetings. These meetings
         may be held by telephone as well as by video.
Article 23.
The general meeting of shareholders determines the compensation to the
members of the Supervisory Board or to one or more of its members. The
meeting shall have authority to decide whether such compensation will
consist of a fixed amount and/or an amount that is variable in proportion to
profits or any other factor. The Supervisory Board members shall be
reimbursed for their expenses.
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) judgements, 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,

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         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
         judgement, 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 judgement 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 wilful misconduct in the performance
         of his duty to the company, unless and only to the

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         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

<PAGE>
                                                                              23

              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.
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

<PAGE>
                                                                              24

         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

<PAGE>
                                                                              25

         of the financial 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.   filling vacancies on the managing board in accordance with the
              provisions of article 12;
         d.   filling vacancies on the supervisory board in accordance with the
              provisions of article 19;
         e.   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 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

<PAGE>
                                                                              26

         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.
Article 27.
27.1.    General meetings of shareholders shall be held at 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, holders of registered
         shares shall be notified by letter that the meeting is being
         convened.
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 are entitled thereto.
Article 28.
28.1.    The notice convening the meeting referred to in the foregoing article
         shall be issued 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-

<PAGE>
                                                                              27

         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.    Without prejudice to the relevant provisions of law, dealing with
         withdrawal of shares 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.

<PAGE>
                                                                              28

Article 30.
30.1.    All shareholders and other persons entitled to vote at general
         meetings of shareholders are entitled to attend the general
         meetings of shareholders, to address the general meeting of
         shareholders and to vote. The general meeting of shareholders may
         lay down rules regulating, inter alia, the length of time for which
         shareholders may speak. In so far as such rules are not applicable,
         the chairman may regulate the time for which shareholders may speak
         if he considers this to be desirable with a view to the orderly
         conduct of the meeting.
30.2.    In order to exercise the rights mentioned in paragraph 1, the
         holders of registered shares shall notify the company in writing of
         their intention to do so no later than on the day and 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
         shares certificate.
         They may only exercise the said rights at the meeting for the
         shares registered in their name both on the day referred to above
         and on the day of the meeting.
30.3.    The company shall send a card of admission to the meeting to holders of
         registered shares who have notified the company of their intention in
         accordance with the provision in the foregoing paragraph.
30.4.    The provisions laid down in paragraphs 2 up to and including 4 are
         mutatis mutandis applicable to shares from which usufructuaries and
         pledgees who do not have the voting right attached to those

<PAGE>
                                                                              29

         shares derive their rights.
Article 31.
31.1.    Shareholders and other persons entitled to attend meetings of
         shareholders may be represented by proxies with written authority to be
         shown for admittance to a meeting.
31.2.    All matters regarding the admittance to the general meeting, the
         exercise of voting rights and the result of votings, as well as any
         other matters regarding the affairs at the general meeting shall be
         decided upon by the chairman of that meeting, with due observance of
         the provisions of section 13, Civil Code:2.
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 one/third 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.

<PAGE>
                                                                              30

Article 33.
At the general meeting of shareholders each share shall confer the right to cast
one vote.
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.
         If after receipt of a request as referred to in the preceding
         sentence neither the managing board nor the supervisory board has
         called a meeting in such a way that the meeting is held within four
         weeks of receipt, the applicant(s) shall be authorised to call the
         meeting themselves, with due observance of the relevant provisions
         of these articles of association.
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.    Article 27, paragraphs 1 and 3, article 28, article 29, article 30,
         paragraph 1, article 31, article 32 and article 33 shall apply mutatis
         mutandis to

<PAGE>
                                                                              31

         meetings of holders of preference shares.
34.4.    At a meeting of holders of preference shares at which the entire issued
         capital in shares of those 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.
         Resolutions may be adopted outside a meeting only if all holders of
         preference shares and holders of a right of usufruct on preference
         shares entitled to vote have declared themselves in favour of the
         proposal by letter, by telegram, by telex communication or
         telecopier.
         The resolution shall be recorded in the minute book of the meeting
         of holders of preference shares by a managing director.
34.6.    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 mutandis to meetings of
         holders of ordinary shares.
ANNUAL ACCOUNTS, REPORT OF THE BOARD OF MANAGEMENT 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.

<PAGE>
                                                                              32

35.2.    Each year the managing board shall cause annual accounts to be drawn
         up, consisting of a balance sheet as at the thirty-first day of
         December, of the preceding year and a profit and loss account in
         respect of the preceding financial year with the explanatory notes
         thereto.
35.3.    The managing board shall be bound to draw up the aforesaid annual
         accounts in accordance with established principles of business
         management.
35.4.    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, Civil Code:2, and shall report
         to the general meeting of shareholders on the annual accounts,
         notwithstanding the provisions of the law.
35.5.    Copies of the annual accounts which have been made up, of the
         report of the supervisory board, of the report of the managing
         board and of the information to be added pursuant to the law shall
         be deposited for inspection by shareholders and other persons
         entitled to attend meetings of shareholders, at the office of the
         company as from the date of serving the notice convening the
         general meeting of shareholders at which meeting those items shall
         be discussed, until the close thereof.
Article 36.
Adoption by the general meeting of shareholders of the annual accounts,
referred to in article 35, shall fully discharge the managing board and the
supervisory board from liability in respect of the exercise of their duties
during

<PAGE>
                                                                              33

the financial year concerned, unless a proviso is made by the general
meeting of shareholders, and without prejudice to the provisions of sections
138 and 149, Civil Code:2.
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.
         The company may only make distributions to shareholders and other
         persons entitled to distributable profits to the extent that its equity
         exceeds the total amount of its issued capital and the reserves which
         must be maintained by law.
         A deficit may only be offset against the reserves prescribed by law in
         so far as permitted by law.
37.2.    Upon proposal of the managing board, the supervisory board shall
         determine what portion of the profit shall be retained by way of
         reserve, having regard to the legal provisions relating to obligatory
         reserves.
37.3.    The portion of the profit that remains after application of paragraph
         2, shall be at the disposal of the general meeting of shareholders,
         with due observance of the provisions of article 38, paragraph 2.
37.4.    In case the general meeting of shareholders resolves upon
         distribution of profits made in the latest financial year, first,
         if possible, an amount equal to the percentage referred to below of
         the paid up part of their par value shall be paid as dividend on
         the preference shares. No further distributions shall be made on the
         preference

<PAGE>
                                                                              34

         shares. The percentage referred to above is equal to the average of the
         Euro Interbank Offered Rates applying to cash loans with a term of one
         year - weigthed on the basis of the number of days for which these
         rates applied - during the financial year in respect of which the
         distribution takes place. If the amount to be paid on the preference
         shares has been reduced or, pursuant to a resolution for further
         payment, has been increased in the financial year in respect of which
         the distribution referred to above is made, the distribution on these
         shares shall be reduced or, as the case may be, increased if possible
         by an amount equal to the percentage referred to above of the amount of
         the reduction or, as the case may be, the increase, calculated from the
         time of the reduction or, as the case may be, from the time at which
         further payments become obligatory.
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.
38.2.    The supervisory board shall be entitled to resolve that
         distributions, the amount of which distributions has been resolved
         upon by the general

<PAGE>
                                                                              35

         meeting of shareholders, to shareholders under article 37, article 38,
         paragraph 1 and article 39 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
         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 shareholders.
Article 39.
At its own discretion and subject to section 105, paragraph 4, Civil Code:2, the
supervisory board may resolve to distribute one or more interim dividends on the
shares before the annual accounts for any financial year have been approved and
adopted at a general meeting of shareholders.
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

<PAGE>
                                                                              36

         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 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

<PAGE>
                                                                              37

         other than the United States, where the shares, on the application of
         the company, 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 -

<PAGE>
                                                                              38

         made otherwise than under articles 37, 38 or 39, provided that in
         addition thereto in the "Staatscourant" (Dutch Official Gazette) 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 "Staatscourant" (Dutch Official
         Gazette).
ALTERATIONS TO 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.

<PAGE>
                                                                              39

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 ten-year period.
Article 43.
From what is left of the company's assets after all creditors have been
satisfied, first, if possible, all holders of preference shares shall have
returned to them the paid up part of the nominal amount of their preference
shares.
The residue shall be divided amongst the holders of ordinary shares pro rata
to their respective holdings of ordinary shares.
Article 44.
Any amounts payable to shareholders or due to creditors which have not been
claimed within six months after the last distribution was made payable, shall be
deposited with the Public Administrator of Unclaimed Debts.