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                                    AXA

SOCIETE ANONYME (a joint stock corporation) with Management and Supervisory
Boards

                     Stated capital: E 3,919,195,764,90

         R.C.S. (Paris Trade and Company Register): 572 093 920 PARIS


                                    BYLAWS

                                (May 21, 2001)

           Registered office: 25, avenue Matignon--75008 PARIS


Duly certified
The Chairman of the Management Board
Henri de CASTRIES

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ARTICLE 1--CORPORATE STRUCTURE

    The Company is a stock corporation known as SOCIETE ANONYME under French law
with a Management Board and a Supervisory Board.

    It is governed by existing and future statutory and regulatory provisions as
applicable and under the present bylaws.

ARTICLE 2--CORPORATE NAME

    The name of the Company is: AXA

    Any instruments or documents intended for third parties shall contain the
name of the Company, immediately preceded or followed by the words "SOCIETE
ANONYME" or by the initials "S.A.--with Management and Supervisory Boards" as
well as the amount of the Company share capital, including the place of
incorporation and the registration number of the Company as recorded in the
Trade and Company Register.

ARTICLE 3--PURPOSE

    The purpose of the Company is:

    - To have equity interests whatever their forms in any French or foreign
      companies or businesses, regardless of their legal corporate structure, to
      manage and, as the case may be, to dispose of said equity interests, as
      well as to take part in any and all transactions which directly or
      indirectly relate to said purpose, or are in furtherance thereof,

    - And in particular, within this framework, to acquire and manage equity
      interests whatever their forms, directly or indirectly, in any French or
      foreign insurance companies or businesses,

    - To acquire, manage and sell all listed or unlisted shares and securities,
      including all real and movable property, as well as all rights, listed or
      unlisted stock, and movable property related to said assets,

    - And generally speaking, to perform any and all industrial, commercial,
      financial, real estate or movable property transactions, directly or
      indirectly related to the purpose defined above or in furtherance thereof.

ARTICLE 4--REGISTERED OFFICE

    The Company's registered office is located at 25, avenue Matignon, 75008
Paris, France.

    It may be moved to any other location within the same district or in its
surrounding area, upon decision by the Board and subject to ratification by
shareholders at their next annual general meeting, or to any other location as
resolved by Shareholders convened at an extraordinary meeting.

ARTICLE 5--TERM OF THE COMPANY

    The term of the Company shall end on December 31, 2059 unless the Company is
dissolved earlier or its term extended.

ARTICLE 6--STATED CAPITAL

    The Company's stated capital represents E 3.924.720.878,48 divided into
1.713.851.912 fully paid-up shares.

    Shares issued or to be issued as capital stock, provided that they are of
the same class and have the same paid-up par value, are fully interchangeable
insofar as they bear the same ownership rights. In

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the event of profit distribution such as total or partial redemption of their
capital value, holders of such shares shall be entitled to the same net amount
and any taxes due or payable duties shall be evenly distributed among them.

    Successive changes in the share capital, contributions in cash or in kind
received by the Company and the terms for issuance of shares in exchange thereof
are set out in the attachments to the present bylaws.

ARTICLE 7--SHARE CERTIFICATE

    Fully paid-up shares may be issued in the name of the holder of record or in
bearer form as the holder so chooses pursuant to existing laws and regulations.

    Shares shall be subject to registration under the terms and conditions as
provided by existing laws and regulations.

    Any person directly or indirectly holding an amount of shares representing
0.5% of the stated capital or its voting rights, through the intermediary of
companies held under their control in the meaning of Article 355-1 of the Act
dated July 24, 1966, is bound, within five days of registering such shares that
makes them reach or exceeds this limit, notify the Company by registered letter
with return receipt requested, the total number of shares or the number of
voting rights held as well as the total number of stock owned that will
ultimately give them access to the stated capital and potential voting rights
attached thereto.

    This notification must be made again under the conditions as stated above
each time the capital amount or voting rights exceed another 0,5% limit.
Shareholders whose interest in the share capital of the Company falls below any
of the aforementioned thresholds is also bound to inform the Company of their
status within five business days according to the same procedures.

    Unless reported as described above, shares in excess of the fraction that
should have been reported shall not be entitled to vote at meetings of
shareholders if during such meetings, failure to do has been recorded and if one
or more shareholders jointly own at least 5% of the share capital so request.
Loss of voting rights shall be applicable in all shareholder meetings that shall
be held up until two years following proper notification.

    The Company may rightfully, at its own cost and at all times as provided by
law, request from a securities clearing house any information it needs
concerning the identity of holders of company stock that gives them immediate or
ultimate voting rights in shareholder meetings, including the number of shares
held by each of them.

ARTICLE 8--SHARE-RELATED RIGHTS

    Ownership of one company share automatically gives its holder the right to
take part in shareholder annual general meetings and fully subjects him to
company bylaws.

    The heirs, assignees, trustees or creditors of any shareholder may not,
whatever the reason, request division or sale by auction of company's shares,
assets and properties nor may they intervene in any manner whatsoever in the
governance of the Company. To exercise their rights, they must refer to the
company's financial statements and to the decisions made by shareholders at
annual general meetings.

ARTICLE 9--RELEASE OF SHARES

    To increase capital, a decision may be made by shareholders or the
Management Board, if given the power to do so, to release shares for purchase,
either in total or in part, provided that the fraction to be released shall not
represent less than a quarter of the par value of the shares. Any surplus may be
called up one or more times as allowed under the law.

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    Subscribers and shareholders shall be advised of the fraction to be released
at least fifteen days before the date set for each payment, either through an
legal notice placed in an official newspaper at the place of the registered
office, or by letter sent by registered mail to each of the parties under the
same deadline.

    In the event that payments for the release of shares have not have been made
on the set date, the amounts due shall bear interest at the legal rate in force
increased by two points for each day in arrears without there being any need for
legal action or formal notice, and without regard to extra time required because
of distance.

    In addition, the Company may take legal action to cause the execution and
sale of shares not paid up in due time as provided by law. It may also bring
civil action or a common law suit against concerned shareholders and their
guarantors either before, after, or during the sale of such shares.

                                   TITLE III
                             THE SUPERVISORY BOARD

ARTICLE 10--COMPOSITION OF THE SUPERVISORY BOARD

A--Appointment

1.  The Supervisory Board shall consist of no less than three and no more than
    twenty-four members, unless temporarily provided by law in the event of a
    merger.

    Members of the Supervisory Board shall be appointed by the majority
    Shareholders at their Annual General Meeting.

    In the event of one or more vacancies, the Supervisory Board may appoint
    temporary members before the next shareholder meeting.

    Temporary appointments made by the Supervisory Board are subject to
    ratification by shareholders at their next annual general meeting. A member
    appointed to replace another shall only remain in office for the remainder
    of the term of his predecessor.

    In the event that the number of Supervisory Board members is reduced to less
    than three, the Management Board shall immediately proceed to call an
    ordinary meeting of shareholders in order to fill the existing Board
    vacancies.

2.  During their term, each member of the Supervisory Board must own at least
    one hundred shares.

3.  Members of the Supervisory Board are appointed for a four year-term. Their
    duties as members of the Supervisory Board end at the close of the annual
    general meeting of shareholders convened to approve the company's final
    accounts for fiscal year ended and held during the year when their term of
    office expires.

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    In the event that members of the Supervisory Board were to be replaced in
    their entirety, the term of office of half of the designated members, or
    rounded down, if need be, to the nearest number, would expire at the end of
    two years, and the remainder, at the end of four years, in the order
    determined by a selection process through drawing performed during a Board
    meeting.

    Members of the Supervisory Board or authorized agents of legal entities
    members of the Supervisory Board may not stay in office after age seventy.
    However, this rule may be waived for a maximum one-third of the active
    members of the Supervisory Board (individuals or representatives of legal
    entities). In the event this should apply, the term of office granted by
    shareholders to members of the Supervisory Board who have exceeded this age
    limit shall be no more than two years and only renewable once.

    If the authorized agent of a legal entity member of the Supervisory Board
    cannot be held in office, said entity shall replace him with someone else
    within one month to fill the vacancy, failing which, he shall be deemed to
    have resigned.

    If the one third quota is not respected and if the seventy years old
    Supervisory Board member has not resigned, the oldest member will be deemed
    to have resigned.

B--Removal

    Members of the Supervisory Board may be removed from office by decision of
    Shareholders at all times, without notice or indemnity.

ARTICLE 11--OFFICERS OF THE SUPERVISORY BOARD

    The Supervisory Board appoints a Chairman and a Vice-Chairman from amongst
the people who are its members. The Chairman and the Vice-Chairman remain in
office as long as they hold their office as members of the Supervisory Board,
unless the Supervisory Board decides to appoint a new Chairman and, if required,
a new Vice-Chairman.

    The Chairman call meetings of the Board and presides over discussions held.

    In the absence of the Chairman, or when he temporarily gives his power of
attorney, the Vice-Chairman performs the duties of the Chairman and is entitled
to the same rights.

    The Supervisory Board appoints a secretary, who may come from outside its
membership and who, with the Chairman and the Vice-Chairman, constitute the
officers of the meeting

ARTICLE 12--POWERS AND DUTIES OF THE SUPERVISORY BOARD

1.  The Supervisory Board exercises its regular control over the management of
    the Company performed by the Management Board, through checks and boundaries
    deemed appropriate, by ensuring that it has all the documents available it
    requires to perform its duty, in particular strategic plans and budgets of
    businesses controlled by the Company.

    Under no circumstances shall this supervision give rise to direct or
    indirect management by the Supervisory Board or any of its members, nor
    shall it be performed under such conditions that it precludes the Management
    Board from performing its managerial duties.

2.  The Supervisory Board makes its comments known to the Shareholders at their
    annual general meeting concerning the report of the Management Board
    including the Company's yearly accounts.

3.  a) In accordance with applicable laws and regulations, sale of real property
    PER SE, total or partial transfer of interests, collateral provisions,
    warrants, and guarantees must be approved by the Supervisory Board.

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    b) In addition, the following decisions from the Management Board are
    subject to prior approval by the Supervisory Board:

       - issuance of shares that gives direct or indirect access to the
         Company's registered capital

       - proposals for share repurchase programs to submit to Shareholders at
         their annual general meetings

       - financial operations that may lead to substantially changing the
         financial structure of the Company

       - mergers and acquisitions, whatever their form

       - strategic partnership agreements

       - setting up any plans for stock option grants or stock option purchase

       - proposals for changing the bylaws to submit to Shareholders at their
         annual extraordinary meeting

       - proposals for income allocation and dividend payment for fiscal year
         ended to submit to Shareholders at their annual general meeting

       - date of dividend distribution and possible advances for dividend
         payment

    c) The Supervisory Board may, up to the limit of the total amount and a
    specific amount determined by it for each of the operations listed in
    a) and b) of paragraph 3, authorize the Management Board to proceed to the
    above mentioned operations.

    When an operation exceeds the amount as set, it is necessary in each case to
    obtain the approval of the Supervisory Board.

    When the amount of a collateral, warranty or surety exceeds the limit set
    for the period under consideration, any action to enforce this excess
    against third parties who are not cognizant of the limit is void.

    Lack of approval in case of real property sale PER SE, total or partial
    transfer of interests and collateral provisions is unenforceable against
    third parties, unless it is proven by the Company that said third parties
    were cognizant of it or could not have ignored it.

4.  The Supervisory Board may set up one or more special committees made up of
    its own membership and responsible for performing their assigned tasks under
    its supervision. Each committee presents its activity report to the
    Supervisory Board at the next scheduled meeting.

5.  The Supervisory Board defines its own internal operating procedures which
    are communicated to the Management Board.

ARTICLE 13--MEETINGS OF THE SUPERVISORY BOARD

1.  The Supervisory Board may meet as often as it deems necessary for the
    interest of the Company but not less than once every quarter.

    Meetings shall be called by the Chairman or Vice-Chairman by all available
    means.

    The Chairman is subject to call a meeting of the Board no later than fifteen
    days following a request made by the Management Board or at least by
    one-third of the members of the Supervisory Board for such a meeting giving
    the reasons therefor. If the request is left unanswered, the requesting
    parties may themselves proceed to notify the members for their attendance by
    providing them with the meeting agenda. Otherwise it is the Chairman of the
    Board who sets the business agenda and only at the time of the meeting.

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    Meetings shall take place wherever it is indicated in the notice of meeting.

2.  A member of the Supervisory Board may give his proxy either by mail, telex,
    telegram or facsimile to another member of the Supervisory Board to act on
    his behalf at a given meeting of the Supervisory Board.

    Each member of the Supervisory Board may only receive one proxy at a time
    for the same meeting by application of the above paragraph.

    The provisions contained in the above two paragraphs also apply to
    authorized agents of legal entities.

    In accordance with and subject to legal provisions in force, the Supervisory
    Board may deliberate by means of videoconference or by any other means of
    telecommunication or remote transmission, or by consulting its members in
    writing. In such case, resolutions shall be adopted by the vote of a
    majority of the members present or represented. In the event of a tie, the
    Chairman shall cast the deciding vote.

    Members of the Supervisory Board may participate in meetings of the
    Supervisory Board by videoconference or by any other means of
    telecommunication or remote transmission in compliance with regulations in
    force. Any member of the Supervisory Board may appoint another member
    thereof as his proxy.

3.  Members of the Supervisory Board, including anyone present at the meetings
    of the Supervisory Board, are held to confidentiality with respect to the
    discussions held at Board meetings and to information of a confidential
    nature or deemed as such by the Chairman of the Supervisory Board or the
    Chairman of the Management Board.

ARTICLE 14--COMPENSATION OF MEMBERS OF THE SUPERVISORY BOARD

1.  Members of the Supervisory Board receive a fixed annual fee as compensation
    the amount of which is determined by the Shareholders at their annual
    meeting and remains effective unless otherwise provided. Members of the
    Supervisory Board receive this amount in compensation for their attendance
    at meetings and the amounts to be allocated to the members depend on the
    attendance rates set by the Board.

2.  The Board may also compensate its members for their performance of special
    tasks or assignments with which it has entrusted them, under the conditions
    and the terms provided by law.

ARTICLE 15--ADVISORS

    Upon proposal from the Chairman, the Supervisory Board may accept, from time
to time as it seems fit, a number of advisors up to a maximum of four people or
representatives of corporate entities, whether they are selected or not among
the shareholders. Advisors are convened to all the meetings of the Supervisory
Board and take part in its discussions but do not have the right to vote.

    The Supervisory Board determines their role and how to compensate them.

    Advisors may not substitute to members of the Supervisory Board on which
they depend for their authority. They issue their advice and communicate same to
the Supervisory Board and the Management Board.

    Advisors are fully entitled to leave their function at the term of the
period in which they have reached and completed age seventy.

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                                    TITLE IV
                                MANAGEMENT BOARD

ARTICLE 16--COMPOSITION OF THE MANAGEMENT BOARD

A--Appointment

1.   The company is headed by a Management Board composed of up to seven
members, appointed by the Supervisory Board that will exercise control over
the Management Board in accordance with the law and statutory provisions as
set forth below.

2.   Members of the Management Board may not be shareholders but it is
mandatory that they represent themselves as individuals. No member of the
Supervisory Board may be part of the Management Board. No one is eligible for
membership in the Management Board if he falls under one of the forfeitures:
cumulative functions, incompatibility, degeneration or ban from certain
practices under the law.

     Any member of the Management Board may sign an employment contract with
the Company that is legally binding and effective through the whole term of
his office and beyond.

3.   Members of the Management Board are elected for three years by the
Supervisory Board, which is responsible for filling any vacancies on the
Management Board in accordance with the law.

3.   Members of the Management Board may be re-elected for ever.

4.   No one may be elected to the Management Board past age sixty-five. Any
member of the Management Board who reaches the age of sixty-five while in
office during a fiscal year is automatically deemed to have resigned at the
close of that fiscal year. However, when a member of the Management Board
reaches that age, the Supervisory Board may choose to extend his term of
office once or several times as the case may be, provided that the total
extended period does not exceed three years.

B--Removal

     Any member of the Management Board may be removed from office by
decision of Shareholders upon recommendation from the Supervisory Board.
Removal without cause or reason may constitute grounds for damages.

     Removal of a member of the Management Board does not result in the
termination of the employment contract the concerned party may have signed
with the Company.

ARTICLE 17--CHAIRMANSHIP OF THE MANAGEMENT BOARD--CORPORATE EXECUTIVE
LEVEL

     The Supervisory Board elects one of the members of the Management Board as
Chairman.

     The Chairman performs his duties as such throughout his term as member of
the Management Board.

     The Chairman of the Management Board shall represent the Company in its
dealings with third parties.

     The Supervisory Board may grant the same authority to represent the
Company to one or more members of the Management Board who then hold the
title of Vice-Chairman, President of the Management Board or Senior Executive
Vice-President.

     The Supervisory Board has the right to remove the Chairman from his
duties and if applicable, withdraw the power to represent the Company that
was assigned to any member of the Management Board.

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     With respect to third-party transactions, any valid commitments made by
the Chairman of the Management Board or any other member that has been
granted the same power of delegation from the Supervisory Board are deemed to
be legally binding on the Company.

ARTICLE 18--POWERS AND DUTIES OF THE MANAGEMENT BOARD

1.   The Management Board shall have the broadest powers to act
under all circumstances in the name of the Company, within the scope of the
corporate purpose, and subject to the authority expressly reserved by law to
Shareholders and the Supervisory Board.

     Limitation to these powers is not enforceable against third parties, who
may bring legal action against the Company to enforce commitments made in its
name by the Chairman of the Management Board or any other member granted the
same authority to represent the Company, provided that the name of the
appointed legal representative has been duly published.

2.   Members of the Management Board may, with the approval of the
Supervisory Board, assign among themselves their respective duties to manage
the Company. However, members of the Management Board may not invoke their
shared responsibilities to exempt themselves from the obligation to meet
regularly to discuss essential management issues related to the Company nor
may they consider it as a cause for exonerating them from the task of due
diligence that is incumbent upon each member of the Management Board and for
which they are jointly and severally liable.

3.   The Management Board may at its discretion entrusts one or more of its
members or any non-member person with special assignments, whether of a
permanent or temporary nature, and delegate such powers as it deems necessary
to enable them to achieve one or more specific purposes, with or without the
right to subrogate.

4.   When a transactions requires the approval of the Supervisory Board
pursuant to Article 12 of these bylaws and the Board withholds it, the
Management Board may bring the dispute before the Shareholders who may
resolve to grant the required approval and bear all ensuing consequences.

5.   The Management Board presents its report, at least once every quarter,
to the Supervisory Board either orally or in writing summarizing its major
accomplishments or highlights in the management of the Company.

     Within three months following the fiscal year ended, the Management
Board prepares the Company's final accounts and, if applicable, its
consolidated financial statements which it submits to the Supervisory Board
for review and control. It suggests how to allocate earnings for the fiscal
year ended.

     The Management Board after reviewing the Company's quarterly and
half-yearly results, presents them to the Supervisory Board.

     The Management Board calls all shareholder meetings, sets their agenda,
and carries out their resolutions.

6.   Members of the Management Board are jointly and severally liable
before the Company or toward third parties, as the case may be, for any
violations of the statutory provisions governing French companies
(SOCIETES ANONYMES), for any breaches of these bylaws, for acts of
negligence or misconduct in the performance of their management duties, all
punishable by law and subject to the terms provided therein.


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ARTICLE 19--MEETINGS AND RESOLUTIONS OF THE MANAGEMENT BOARD

     The Management Board may meet as often as it is necessary to protect the
interest of the Company upon notice from the Chairman of the Management Board
or at least half of its members, either at the principal office of the
Company, or at any other location indicated in the notice of meeting. The
agenda may be established at the meeting. Notice of meetings may be given by
all available means, including orally.

     The Chairman of the Management Board presides over meetings of the Board
and in his absence, the Vice-Chairman, Chief Executive Officer appointed by
the Chairman of the Management Board or else, the Vice-Chairman who is the
eldest Chief Executive Officer of the Management Board. The Management Board
may appoint a secretary from outside its membership.

    Decisions of the Management Board are only valid if half of its members
are present.

    Decisions are taken by the majority vote of members present and
represented. If there is a draw, the vote of the Chairman shall prevail.

    Decisions of the Management Board are recorded in minutes of meetings and
placed in a special minute book and signed by all members of the Board
present at the meeting.

    After consulting the Supervisory Board, the Management Board establishes
its own internal operating procedures.

ARTICLE 20--COMPENSATION OF MEMBERS OF THE MANAGEMENT BOARD

     The Supervisory Board shall fix the amount and terms of compensation for
each of the members of the Management Board.

ARTICLE 21--AGREEMENTS BETWEEN THE COMPANY AND ANY MEMBER OF THE
SUPERVISORY AND MANAGEMENT BOARD

     Any agreement entered into between the Company and any member of the
Supervisory or Management Boards shall be subject to prior approval by the
Supervisory Board.

   The same shall apply to agreements in which any of the members mentioned
above has an indirect interest or deals with the Company through an
intermediary.

   Are also subject to prior approval, agreements entered into between the
Company and entities that are wholly-owned by, or in unlimited partnership
with, any members of the Supervisory or Management Boards, or in which such
members are directors or officers, or part of their executive committee or
supervisory board.

   The foregoing provisions are not applicable to agreements concerning
day-to-day operations and concluded at arm's length.

                                    TITLE V
                                   AUDITORS

ARTICLE 22--AUDITORS

     One or more auditors are elected to perform their duties as provided by
law.

   Their fees are set according to the terms of applicable regulations.


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                                    TITLE VI
                      ANNUAL GENERAL SHAREHOLDER MEETINGS

ARTICLE 23--ANNUAL SHAREHOLDER MEETINGS

    Shareholders are convened by the Management Board to attend annual general
meetings as provided by law.

    They may also be called by the Supervisory Board.

    The shareholders meet and deliberate in accordance with applicable
legislation. In particular, any shareholder may vote at meetings of shareholders
without being physically present, by means of remote transmission (such as the
Internet) and/or by means of videoconference, as provided for under the law and
subject to approval by the Management Board, published in the notice of meeting.

    Any shareholder may attend such meetings either in person or by proxy upon
proof of identity or ownership of shares by:

    - Being the shareholder of record in the Company's stock register for
      registered shares,

    - Being the title holder of share certificates that are issued by authorized
      agents confirming their ownership of such shares as indicated in their
      register until the date of the meeting, and kept at the Company's
      principal office or at any other location indicated in the notice of
      meeting, for unregistered shares

    These formalities must be completed at least five days prior to shareholder
meeting. However, the Management Board has the power to waive this time
requirement or shorten it in the general interest of all shareholders.

    Voting by mail is accomplished in accordance with applicable legislation and
regulations. In particular, any shareholder may transmit in paper form or,
subject to approval by the Management Board, published in the notice of meeting,
via remote transmission, proxy and mail voting cards via prior to meetings of
shareholders.

    Each shareholder has as many voting rights as the number of shares they own
or represent. However, owners of record of fully paid-up shares held at least
for two years at the end of the fiscal year preceding the meeting date as
scheduled, double their voting rights. In the event of an increase in capital by
reserve capitalization, premium shares or merger issuance, voting rights are
doubled, upon share issuance, for registered shares granted freely to a
shareholder whose outstanding shares allow him to exercise such right.

    Shareholder meetings are presided by the Chairman of the Supervisory Board
or, in his absence, by the Vice-Chairman, or by a specifically appointed member
of the Supervisory Board. Otherwise, Shareholders appoint themselves a presiding
chairman.

    Minutes of the meetings are prepared and true copies certified to be
delivered as required by law.

                                   TITLE VII
                                  FISCAL YEAR

ARTICLE 24--COMPANY ACCOUNTS

    The fiscal year is a twelve-month period starting January 1 and ending
December 31.

    Amounts required by law to be set aside as reserves are first deducted from
each year's income, reduced by losses carried forward, if any.

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    Income available for distribution represents the company's net profit for
fiscal year, reduced by any losses carried forward and by amounts required by
law or by the bylaws to be set aside as reserves, and increased by previous
retained earnings.

    Shareholders may decide to withhold from said earnings any amounts they deem
appropriate for allocation to optional, ordinary or extraordinary reserves, or
else to carry them forward.

    The balance thereof shall be distributed among the shares outstanding in
proportion to their nominal value as fully paid-up and unredeemed shares.

    The Management Board determines when, where and how dividend payments are to
be made.

    The Management Board may decided to make one or more advance payments for
dividend distribution under the terms set by law and in accordance with the
provisions of article 12.3 b) of these bylaws.

    Shareholders convened to approve company accounts for the fiscal year under
consideration have the power to grant each shareholder, concerning all or part
of their dividend distribution, the option to receive payment therefor either in
cash or in shares.

                                   TITLE VIII
                                  DISSOLUTION

ARTICLE 25--DISSOLUTION

    In case of Company's dissolution, Shareholders appoint one or more
receivers, provided the quorum is met and they have the required majority vote
as stipulated for ordinary shareholder meetings.

    At their annual general meeting, Shareholders meeting in ordinary session
have the right to decide to allow the Company to continue to do business as
usual or to obtain new business for the purposes of its winding up.

    The receiver represents the Company. He is invested with the broadest powers
possible to dispose of Company's assets, including through amicable settlements.
He is also empowered to make payments to creditors and distribute the remaining
balance.

    Any assets remaining after nominal share redemption are distributed among
Shareholders on a prorated basis for their capital share.

                                    TITLE IX
                                    DISPUTE

ARTICLE 26--DISPUTE

    Any dispute arising during the life of the Company or during its winding-up
process, between the Company and its shareholders or among the Shareholders
themselves related to Company's matters, is brought before the courts under the
proper jurisdiction effective at the place of business of the Company.

    To this end, for matters of dispute, Shareholders are required to elect
domicile for due service of process in the jurisdictional area of the effective
courts, regardless of their actual place of residence. Failure to do so will
cause delivery of summons or legal notices to the office of the Attorney General
or Public Prosecutor (PROCUREUR DE LA REPUBLIQUE) of the District Court
(TRIBUNAL DE GRANDE INSTANCE) having jurisdiction over the place of business of
the Company.

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