Exhibit 4.2


         


          
        


         


        U.S.
        Employee Shareholding Plan


        
        Orange Success 2007


        U.S.
        EMPLOYEE PLAN DOCUMENT


         


         

        
        


        

        

        


        
            	
                        
                        I.

                    	
                        
                        INTRODUCTION

                    


        


        
        This U.S. Employee Plan document sets forth the terms and conditions of an
        offering of Ordinary Shares of France Telecom, nominal value four euros per share (the
        “Shares”), to eligible
        employees of France Telecom and its majority-owned subsidiaries who reside in the United
        States.


        
            	
                        
                        II.

                    	
                        
                        DEFINED TERMS

                    


        


        
        As used in this Plan document, the following terms have the meanings
        indicated. In addition, other terms are defined throughout the Plan document and are
        thereafter written with initial capital letters.


        
         


        
            	
                        
                            
                            Defined Term

                        

                    	
                        
                            
                            Meaning

                        

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “ADR”

                    	
                        
                        An American Depositary Receipt, which is a U.S.
                        dollar-denominated, negotiable certificate that represents an
                        ADS.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “ADS”

                    	
                        
                        An American Depositary Share. Each ADS represents one Share.
                        Shares offered pursuant to the Plan may, after the expiration of the
                        Restricted Period, be deposited in the ADR Facility in exchange for
                        ADSs.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Committee”

                    	
                        
                        As defined in Section III.F.9 below.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Delivery Date”

                    	
                        
                        The date on which Shares purchased pursuant to the Plan are
                        definitively delivered to Participating Employees and transferred to
                        accounts maintained on their behalf with the Registrar and
                        Sub-Registrar.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Deposit Agreement”

                    	
                        
                        As defined in Section F below.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Depositary”

                    	
                        
                        The Bank of New York, which is the depositary bank for the
                        Company’s ADS program and has been retained by the Company to perform
                        certain administrative functions in connection with the Plan.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Eligible Employees”

                    	
                        
                        Employees who are eligible to purchase Shares under the
                        Plan. The conditions of eligibility are set forth in Section III.B
                        below.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “France Telecom” or the
                        “Company”

                    	
                        
                        France Telecom, a French company.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Offer Period”

                    	
                        
                        The period during which Eligible Employees may submit orders
                        for Shares offered under the Plan as set forth in Section III.E
                        below.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Participating Employee”

                    	
                        
                        An Eligible Employee who elects to purchase Shares under the
                        Plan.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Plan”

                    	
                        
                        The terms and conditions of France Telecom U.S. Employee
                        Shareholding Plan Orange Success 2007 as set forth in this plan
                        document.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Private Placement”

                    	
                        
                        As defined in Section III.A below.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Purchase Order”

                    	
                        
                        As defined in Section III.F below.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Purchase Price”

                    	
                        
                        As defined in Section III.D below.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Registrar”

                    	
                        
                        BNP Paribas Securities Services SA, which has been retained
                        by the Company to perform certain administrative functions in connection
                        with the Plan.

                    
	
                        
                         

                    	
                        
                         

                    


        


         


         

        
        


        

        

         


        
            	
                        
                        “Restricted Period”

                    	
                        
                        As defined in Section III.E.2 below.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Securities Act”

                    	
                        
                        As defined in Section III.F.7 below.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Shares”

                    	
                        
                        The Ordinary Shares of the Company. Each Share has a nominal
                        value of 4 euro.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Sub-Registrar”

                    	
                        
                        The Bank of New York, a New York banking corporation, which
                        has been retained by the Company to perform certain administrative
                        functions in connection with the Plan in the United States, as a
                        sub-registrar to BNP Paribas Securities Services S.A., the
                        Registrar.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “U.S. Subsidiaries”

                    	
                        
                        Those companies organized within the United States in which
                        France Telecom owns, directly or indirectly, a majority
                        interest:

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        •      
                        GlobeCast America Incorporated

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        •      
                        Etrali North America Inc.

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        •      
                        EresMas Inc

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        •      
                        FT R&D LLC Boston

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        •      
                        FT R&D LLC San Francisco

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        •      
                        FTNA

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        •      
                        Equant

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        “Worldwide Employee Offering”

                    	
                        
                        An offering of Shares to eligible employees of France
                        Telecom and its majority-owned subsidiaries throughout the world. The
                        offering pursuant to the Plan constitutes a part of the Worldwide Employee
                        Offering.

                    


        


         


        
            	
                        
                        III.

                    	
                        
                        TERMS AND CONDITIONS OF THE PLAN

                    


        


        
            	
                        
                         

                    	
                        
                        A.

                    	
                        
                        Purpose

                    


        


        
        The purpose of the Plan is to enable Eligible Employees to purchase Shares
        on preferential terms and thereby to encourage them to identify their interests with those
        of the Company. Shares offered under the Plan are currently owned by the French
        State.


        
        The offering pursuant to the Plan follows a sale by the French State of a
        portion of its stake in the Company through a private placement to institutional investors
        (the “Private Placement”), which took place on June 25, 2007.


        
        The Plan is not subject to the provisions of the U.S. Employee Retirement
        Income Security Act of 1974, as amended, and is not a “qualified plan” under
        Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended.


        
            	
                        
                         

                    	
                        
                        B.

                    	
                        
                        Eligibility

                    


        


        
        “Eligible
        Employees” include all individuals who, at the moment of
        remittance of their purchase order, are employed on a regular full-time basis, or on a
        regular part-time basis, by any U.S. Subsidiary. There is no minimum service requirement
        for participation in the Plan by active employees.


         

        
        


        

        

        
        Eligible Employees include employees who otherwise meet the requirements
        described in the preceding paragraph, but who are absent from active service due to an
        authorized leave for disability, workers compensation, family leave or other authorized
        leave of absence.


        
        Former employees (retired or otherwise) are not Eligible
        Employees.


        
            	
                        
                         

                    	
                        
                        C.

                    	
                        
                        Offer Period

                    


        


        
        The Offer Period is expected to open at 00:00 A.M. (Paris time) on
        Wednesday, December 13, 2007 and to close at 12:00 A.M. (Paris time) on Monday, December
        24, 2007.


        
        The Company reserves the right to change the expected starting or end dates
        of the Offer Period. The Company will notify Eligible Employees of any such
        change.


        
            	
                        
                         

                    	
                        
                        D.

                    	
                        
                        Purchase Price

                    


        


        
        The purchase price for Shares offered pursuant to the Worldwide Employee
        Offering will be 20.39 euro. The Company will convert the purchase price to U.S. dollars
        under the Plan. See section E.1 below.


        
            	
                        
                         

                    	
                        
                        E.

                    	
                        
                        Specific Terms

                    


        


        
        Eligible Employees under the Plan will benefit from the following
        terms.


        
            	
                        
                         

                    	
                        
                        1.

                    	
                        
                        Conversion of Purchase Price to U.S.
                        Dollars

                    


        


        
        The Purchase Price for Shares under the Plan will be 20.39 euro per Share.
        Participating Employees in the United States will make payment in U.S. dollars. For the
        United States, the purchase price has been determined to be U.S. $30.20.


        
        This U.S. dollar equivalent of the initial amount due for Shares purchased
        under the Plan is based on an exchange rate established immediately prior to the opening of
        the Offer Period. The Company’s determination of these U.S. dollar amounts is final,
        binding and conclusive on all Participating Employees.


        
        Participating Employees bear the risk of exchange rate fluctuations between
        the euro and the U.S. dollar for the life of their shareholding, while the Company will
        assume the risk of fluctuations between the date of determination of the purchase price in
        U.S. dollars and the Delivery Date.


        
            	
                        
                         

                    	
                        
                        2.

                    	
                        
                        Restrictions on Resale

                    


        


        
        A Participating Employee may not sell, pledge or otherwise transfer
        (including by gift) any Shares purchased pursuant to the Plan for a period of two years
        from the Delivery Date. This period is referred to herein as the
        “Restricted
        Period.”


        
        The resale restrictions of the Plan will remain in effect in the event that
        a Participating Employee’s employment terminates before the end of the Restricted
        Period.


        
        A Participating Employee may not liquidate his or her investment by selling,
        pledging or otherwise transferring his or her Shares purchased under the Plan during the
        Restricted Period and must, therefore, bear the financial risk of their investment during
        this period.


        
            	
                        
                         

                    	
                        
                        3.

                    	
                        
                        Payment Terms

                    


        


        
        A Participating Employee must make payment in full for Shares purchased
        under the Plan. A Participating Employee is required to submit a personal check in US
        dollars concurrently with their Purchase Order


         

        
        


        

        

        during
        the Offer Period for the full purchase price of their Shares (in the equivalent U.S. dollar
        amount as provided in the Purchase Order).


        
        If the personal check is rejected for lack of funds or any other reason, a
        Participating Employee will have a limited time during which to make satisfactory
        payment.


        
            	
                        
                         

                    	
                        
                        4.

                    	
                        
                        Consequences of a Default in Payment

                    


        


        
        All orders under the Plan will become binding and irrevocable at the end of
        the Offer Period.


        
        A default in payment of the Purchase Price due for Shares purchased under
        the Plan will not relieve a Participating Employee of his or her obligations under the
        Plan. The Company may enforce its right to be paid any delinquent amount and/or may seek
        recovery of any damages it may incur as a result of the Participating Employee’s
        default. Alternatively, the Company may elect to treat the Participating Employee’s
        order for Shares under the Plan as null and void, and the Participating Employee will
        forfeit all rights under the Plan.


        
            	
                        
                         

                    	
                        
                        5.

                    	
                        
                        Termination of Employment

                    


        


        
        The following terms shall apply upon termination of a Participating
        Employee’s employment, whether by retirement, voluntary resignation, involuntary
        termination or otherwise.


        
        a)         
        Restrictions on Transfer Continue in Effect.
        Shares purchased under the Plan will remain subject to the restrictions on transfer
        described above in “Restrictions on Resale” for the remainder of the Restricted
        Period, notwithstanding termination of employment.


        
        b)         
        Payment Obligations. Termination of employment
        will not affect a Participating Employee’s rights in Shares purchased under the Plan
        or the obligation to pay for them.


        
            	
                        
                         

                    	
                        
                        F.

                    	
                        
                        Certain General Terms and Conditions

                    


        


        
            	
                        
                         

                    	
                        
                        1.

                    	
                        
                        Allotment and Allocation

                    


        


        
        The number of Shares available for the Worldwide Employee Offering will be
        limited to 14,444,444 Shares. If total employee orders in the Worldwide Employee Offering
        exceed this amount, an allocation or reduction rule will be applied under conditions
        defined by the French State in consultation with the Company. The determination of the
        French State as to the number of Shares allotted to any Participating Employee shall be
        final, binding and conclusive on all Participating Employees.


        
            	
                        
                         

                    	
                        
                        2.

                    	
                        
                        Maximum Purchase Order

                    


        


        
        Under applicable French law, the Shares purchased by any Participating
        Employee pursuant to the Plan may not have an aggregate purchase price in excess of 160,920
        euro. Consequently, the maximum order that an individual may submit under the Plan will be
        7,892 Shares.


        
        If a Participating Employee places an order for Shares having an aggregate
        purchase price in excess of this limit, the order will automatically be reduced and will be
        considered an order for the maximum permissible number.


        
            	
                        
                         

                    	
                        
                        3.

                    	
                        
                        Purchase Formalities

                    


        


        
        A Participating Employee will complete a purchase order (the “Purchase
        Order”) to be distributed by the Company’s majority owned subsidiaries.
        Participating Employees will be able to submit Purchase Orders either in electronic or in
        paper form. Purchase Orders may be modified or cancelled until the end of the Offer Period.
        There will be no charge for any such modification or cancellation. All orders will become
        binding and


         

        
        


        

        

        
        irrevocable at the end of the Offer Period and will constitute a legally
        enforceable contract of the Participating Employee at that time.


        
        Following the end of the Offer Period, the French State, in consultation
        with the Company, will determine the number of Shares to be allocated to each Participating
        Employee, based on the procedures and limitations described above under “Allotment
        and Allocation.” A Participating Employee will be notified of the number of Shares
        allocated to him or her. Shares will be allocated in whole numbers only. Any funds not
        applied to the purchase of Shares will be refunded to a Participating Employee as soon as
        practicable after the Delivery Date.


        
        Participating Employees will also be advised of any applicable withholding
        tax payment. See “Required Tax Payments” below.


        
            	
                        
                         

                    	
                        
                        4.

                    	
                        
                        Required Tax Payments

                    


        


        
        The Company or its U.S. Subsidiaries are required to withhold U.S. federal
        income tax and, where applicable, state and local income and employment taxes applicable to
        compensation realized upon the purchase of Shares under the Plan. Participating Employees
        who are citizens or permanent residents of the United States, or otherwise taxable in the
        United States on compensation earned from the Company or its U.S. Subsidiaries, will
        recognize ordinary income for U.S. federal income tax purposes in an amount equal to (i)
        the fair market value of the Shares purchased, determined at the time Shares are allocated
        to Participating Employees, minus (ii) the Purchase Price. U.S. federal employment taxes
        (Social Security and Medicare (FICA and FUTA) taxes), as well as state and local income
        tax, may also be due, depending on the circumstances of the Participating
        Employee.


        
        Prior to or concurrently on the Delivery Date, the Company or its U.S.
        Subsidiaries will notify Participating Employees of the applicable amount of the taxes
        required to be paid in connection with their purchase. Required tax amounts will be
        withheld from future payments of salary (or payments of other compensation) to
        Participating Employees to the extent possible. If the Participating Employee’s
        employer determines that salary withholding will not be an adequate or feasible way to
        satisfy withholding tax obligations, such Participating Employee will be required to
        forward a check in the appropriate amount to the Company or the appropriate U.S. Subsidiary
        within ten days. If a Participating Employee’s employment terminates before the
        Delivery Date, he or she will be required to submit a check in the appropriate amount to
        the Company or a U.S. Subsidiary.


        
        Notwithstanding anything else in the Plan, the Company reserves the right to
        pursue any and all remedies that may be available to it if a Participating Employee fails
        to forward a check in the amount of any required tax payment within the specified period,
        including, without limitation, the right to treat an order as void and without effect or to
        delay delivery of purchased Shares until payment has been made. The security interest held
        by the Company or its subsidiary in a Participating Employee’s Shares will continue
        in effect until the Participating Employee has satisfied all tax obligations under the
        Plan. If a Participating Employee fails to make any required tax payment, the Company or
        its subsidiary may exercise any rights it has under law. See “Consequences of a
        Default in Payment” above. The Participating Employee will remain liable for any
        shortfall.


        
            	
                        
                         

                    	
                        
                        5.

                    	
                        
                        Safekeeping

                    


        


        
        The Shares purchased pursuant to the Plan will be issued in book-entry form
        and registered in the name of each Participating Employee in separate individual accounts
        on the books of The Bank of New York (the “Sub-Registrar”), who will in turn be
        registered on the books of BNP Paribas Securities Services S.A. (the
        “Registrar”) in France. Following the expiration of the Restricted Period,
        Shares may be deposited with The Bank of New York as Depositary (the
        “Depositary”) pursuant to the Deposit Agreement (the “Deposit
        Agreement”) between the Company, the Depositary and holders of American depositary
        receipts (“ADRs”), evidencing American Depositary Shares (“ADSs”),
        against issuance by the Depositary of an equal number of ADSs. No ADRs may be issued prior
        to the expiration of the Restricted Period. Participating Employees must retain their
        holding in Shares for one additional year after expiration of the Restricted Period to
        receive bonus shares. See section F.8 below.


        
        The Sub-Registrar will issue periodic statements to Participating Employees.
        Such statements will reflect any dividends received and distributed to a Participating
        Employee since the last statement. The Sub-


         

        
        


        

        

        
        Registrar will also issue any tax forms, returns and certificates showing
        the total amount of the dividends received by the Participating Employee during the
        applicable calendar year.


        
        The Company or one or more of its subsidiaries will bear all administrative
        charges relating to maintenance of a Participating Employee’s accounts with the
        Sub-Registrar at least until the end of the Restricted Period, provided that the
        Participating Employee maintains his or her account with the Sub-Registrar during this
        period. A Participating Employee will be responsible for taxes, brokerage and similar
        charges incurred in connection with resales of Shares or ADSs. See “Specific Terms -
        Consequences of a Default in Payment.”


        
            	
                        
                         

                    	
                        
                        6.

                    	
                        
                        Resales

                    


        


        
        For so long as Shares are held by a Participating Employee through the
        Sub-Registrar, any sale of Shares by such Participating Employee will be made through the
        Sub-Registrar, who will offer the Shares, or cause the Shares to be offered, for sale on
        the Eurolist by Euronext market, the New York Stock Exchange (in the form of ADSs) or any
        other stock exchange on which the Shares are actively traded. The sale of Shares and ADSs
        is subject to brokerage commissions, for which the selling Participating Employee will be
        responsible.


        
            	
                        
                         

                    	
                        
                        7.

                    	
                        
                        Rights of Participating Employees as
                        Shareholders

                    


        


        
        Except as otherwise noted, a Participating Employee will have the rights and
        privileges provided under French law in the Shares that he or she purchases under the Plan.
        Voting and dividend rights with respect to the Shares are described below.


        
        a)         
        Voting and Dividends. As of the Delivery Date,
        each Participating Employee will have all of the rights of holders of Ordinary Shares,
        including all applicable voting and dividend rights.


        
        The Company is not subject to the proxy rules of the U.S. Securities
        Exchange Act of 1934, as amended.


        
        The Company currently pays dividends. There can be no assurance that the
        Company will continue to pay dividends on the Shares in the future, nor can any assurance
        be given as to the amount of any such dividends.


        
        b)         
        Rights. The Company may, from time to time,
        offer to its shareholders rights to subscribe for additional Shares or rights of any other
        nature. The Company may, in its sole discretion, decide not to register such rights or the
        securities to which such rights relate under the U.S. Securities Act of 1933, as amended
        (the “Securities Act”),
        where such registration would be required in connection with the offer or sale of such
        rights or securities to Participating Employees. In such case, Participating Employees will
        not be permitted to purchase such securities or otherwise exercise such rights and the
        Sub-Registrar may dispose of such rights for the account of the Participating Employees in
        a manner that it deems equitable and practicable and distribute the proceeds to the
        Participating Employees (subject to the payment of any expenses incurred in connection with
        such disposal).


        
        c)         
        Other Adjustments. The terms and conditions of
        the Plan may be equitably adjusted in the discretion of the Committee in the event of a
        stock split, stock dividend, recapitalization, reorganization, merger, consolidation,
        spin-off, split-up, combination, exchange of Shares, warrants or rights offering to
        purchase Shares or similar event. It is understood that any such adjustment will be made in
        a manner that the Committee considers to be consistent with any adjustments made in respect
        of other Shares sold in the Worldwide Employee Offering.


        
            	
                        
                         

                    	
                        
                        8.

                    	
                        
                        Bonus Shares

                    


        


        
        Pursuant to the French Privatization Law, any Participating Employee who
        continues to own Shares purchased pursuant to the Plan that remain in book-entry form on
        the books of the Registrar or Sub-Registrar on the third anniversary of the Delivery Date
        will receive one bonus share for each four Shares initially purchased, irrespective of
        continued employment of the Participating Employee. Allocation of bonus shares will be made
        by the French State at the end of the three-year holding period up to a total number of 30
        bonus shares. In any case, the

        
        


        

        

        
        value of bonus shares allocated per Participating Employee cannot exceed the
        maximum value of 1,341 euros (based on the Purchase Price). To be eligible for bonus
        shares, a Participating Employee must continue to hold Shares in the form of Shares for the
        entire three-year holding period, and/or in the form of ADSs.


        
            	
                        
                         

                    	
                        
                        9.

                    	
                        
                        Administration and Amendment

                    


        


        
        a)         
        Administration. The Plan shall be administered
        by a committee (the
        “Committee”). The members of
        the Committee are appointed with the approval of, and serve at the discretion of, France
        Telecom and are eligible to participate in the Plan on the same terms as other Eligible
        Employees. Decisions of the Committee are final, binding and conclusive in all matters
        relating to the Plan, including, without limitation, any determination of whether an
        individual is an Eligible Employee.


        
        The Plan provides for the making of certain determinations, including,
        without limitation, determinations of fair market value of Shares. The Company (which may,
        but shall not be required to, act through the Committee) shall be responsible for making
        all such determinations, and all such determinations shall be final, binding and conclusive
        on Participating Employees.


        
        No member of the Committee shall be liable for anything whatsoever in
        connection with the administration of the Plan except such member’s own willful
        misconduct. Under no circumstances shall any member of the Committee be liable for any act
        or omission of any other member of the Committee. In the performance of its functions with
        respect to the Plan, the Committee shall be entitled to rely upon information and advice
        furnished by the officers of the France Telecom Group (including the U.S. Subsidiaries),
        the France Telecom Group’s accountants and counsel and any other party the Committee
        deems necessary, and no member of the Committee shall be liable for any action taken or not
        taken in reliance upon any such advice. Members of the Committee will be indemnified by the
        Company or another member of the France Telecom Group (including the U.S. Subsidiaries) for
        any liabilities, expenses or losses incurred by them in connection with the administration
        of the Plan.


        
        b)         
        Right to Amend or Terminate the Plan. The
        Company in its discretion may amend the terms of the Plan at any time, or from time to
        time. No such amendment, however, may adversely affect the rights of Participating
        Employees in Shares that they have already purchased under the Plan. In addition, the
        Company reserves the right to terminate operation of the Plan at any time in its sole
        discretion, and, should it elect to do so before delivery of any of the Shares for which
        orders were tendered, the orders shall be canceled, and this Plan shall cease to have any
        effect.


        
            	
                        
                         

                    	
                        
                        10.

                    	
                        
                        Continued Employment

                    


        


        
        A Purchase Order is not an employment agreement. Neither the Plan nor any
        Purchase Order will confer on any Participating Employee or Eligible Employee any rights to
        continued employment with any other member of the France Telecom Group.


        
            	
                        
                         

                    	
                        
                        11.

                    	
                        
                        Governing Law

                    


        


        
        The Plan shall be subject to the laws of the French Republic. Any dispute,
        controversy or claim arising out or relating to this Plan shall be submitted to the
        exclusive jurisdiction of the courts of Paris (France).