8-A12B

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-A

                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934

                                VIVENDI UNIVERSAL
             (Exact Name of Registrant as Specified in Its Charter)


               FRANCE                                 NONE
     (State of Incorporation or       (IRS Employer Identification Number)
            Organization)

       42, AVENUE DE FRIEDLAND
        75380 PARIS CEDEX 08                         FRANCE
   (Address of Principal Executive                 (Zip Code)
              Offices)


If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]

If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]

Securities Act registration statement file number to which this form relates:
333-48966

Securities to be registered pursuant to Section 12(b) of the Act:

         Title Of Each Class             Name Of Each Exchange On Which
         To Be So Registered             Each Class Is To Be Registered
         -------------------             -------------------------------

   Ordinary Shares, nominal value           New York Stock Exchange
    [Eurosymbol] 5.50 per share,
         represented by
   American Depositary Shares (as
  evidenced by American Depositary
 Receipts), each American Depositary
    Share representing one share

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)





                                EXPLANATORY NOTE

     This Registration Statement on Form 8-A is being filed by Vivendi Universal
as successor to Vivendi (File No. 1-16113) to describe Vivendi Universal's
ordinary shares, nominal value [Eurosymbol] 5.50 per share (which are deemed
registered pursuant to Rule 12g-3(a) promulgated under the Securities Exchange
Act of 1934, as amended), represented by American Depositary Shares (as
evidenced by American Depositary Receipts), each American Depositary Share
representing one ordinary share.







ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

DESCRIPTION OF VIVENDI UNIVERSAL ORDINARY SHARES

GENERAL

     As of December 8, 2000, there were 1,080,025,747 of our ordinary shares
outstanding. All of the outstanding ordinary shares are fully paid. Our statuts
provide that ordinary shares may be held in registered or bearer form, at the
option of the shareholder, as discussed under "-- Form, Holding and Transfer."

OWNERSHIP OF VIVENDI UNIVERSAL ORDINARY SHARES BY NON-FRENCH PERSONS

     The French commercial code currently does not limit the right of
non-residents of France or non-French persons to own and vote ordinary shares of
French companies. However, non-residents of France must file an administrative
notice with French authorities in connection with the acquisition of a
controlling interest in a French company. Under existing administrative rulings,
ownership of 20% or more of a company's share capital or voting rights is
regarded as a controlling interest, but a lower percentage might be held to be a
controlling interest in certain circumstances depending upon factors such as:

     -    the acquiring party's intentions;

     -    the acquiring party's ability to elect directors; and

     -    financial reliance by the French company on the acquiring party.

VOTING, DIVIDEND AND LIQUIDATION RIGHTS

VOTING RIGHTS

     In general, each of our ordinary shares carries the right to cast one vote
in shareholder elections. However, our statuts adjust the voting rights of
shareholders who own in excess of 2% of the total voting power of our company
through the application of a formula designed to limit the voting power of those
shareholders to that which they would possess if 100% of the shareholders were
present at the meeting at which the vote in question takes place.

DIVIDEND RIGHTS

     We may pay dividends only out of our "distributable profits," plus any
amounts held in our reserve that the shareholders decide to make available for
distribution. These amounts may not include amounts specifically required to be
held in reserve by law or the statuts. Distributable profits consist of the
unconsolidated net profit generated in each fiscal year, as increased or reduced
by any profit or loss carried forward from prior years, less any contributions
to the reserve accounts made pursuant to law or the statuts.


     LEGAL RESERVE. The French commercial code provides that French societes
anonymes such as our company must allocate 5% of their unconsolidated statutory
net profit each year to their legal reserve fund before dividends may be paid
with respect to that year. Funds must be allocated until the amount in the legal
reserve is equal to 10% of the aggregate nominal value of the issued and
outstanding share capital. The legal reserve of any company subject to this
requirement may be distributed to shareholders only upon liquidation of the
company.

     APPROVAL OF DIVIDENDS. Under the French commercial code, a company's board
of directors may propose a dividend for approval by the shareholders at the
annual general meeting of shareholders. If a company has earned distributable
profits since the end of the preceding fiscal year, as reflected in an interim
income statement certified by its auditors, its board of directors may
distribute interim dividends to the extent of the distributable profits for the
period covered by the interim income statement. The board of directors exercises
this authority subject to French law and regulations and may do so without
obtaining shareholder approval, unless the distribution is of shares. We
generally do not expect to pay interim dividends.

     DISTRIBUTION OF DIVIDENDS. Dividends are distributed to shareholders pro
rata in accordance with the nominal value of ordinary shares held. In the case
of interim dividends, distributions are payable to shareholders on the date of
the management board meeting at which the distribution of interim dividends is
approved. The actual dividend payment date will be decided by the shareholders
in an ordinary general meeting (or by the board of directors in the absence of
such a decision by the shareholders).

     TIMING OF PAYMENT. Under the French commercial code, we must pay any
dividends approved by the board of directors or shareholders within nine months
of the end of our fiscal year unless otherwise authorized by court order.
Dividends on shares that are not claimed within five years of the date of
declared payment revert to the French government.

LIQUIDATION RIGHTS

     If we are liquidated, any assets remaining after payment of our debts,
liquidation expenses and all of our remaining obligations will be distributed
first to repay in full the nominal value of our ordinary shares. Any surplus
will be distributed pro rata among shareholders in proportion to the nominal
value of their shareholdings.

PREFERENTIAL SUBSCRIPTION RIGHTS

     Under the French commercial code, if we issue additional shares, or any
equity securities or other specific kinds of additional securities carrying a
right, directly or indirectly, to purchase equity securities we issued for cash,
current shareholders will have preferential subscription rights to these
securities on a pro rata basis. These preferential rights will require us to
give priority treatment to those shareholders over other persons wishing to
subscribe for the securities. The rights entitle the individual or entity that
holds them to subscribe to an issue of any securities that may increase our
share capital by means of a cash payment or a set-off of cash debts.
Preferential subscription rights are transferable during the subscription period
relating to a particular offering. These rights may also be listed on the Paris
Bourse.


     A two-thirds majority of our ordinary shares entitled to vote at an
extraordinary general meeting may vote to waive preferential subscription rights
with respect to any particular offering. French law requires a company's board
of directors and independent auditors to present reports that specifically
address any proposal to waive preferential subscription rights. In the event of
a waiver, the issue of securities must be completed within the period prescribed
by law. The shareholders may also decide at an extraordinary general meeting to
give the existing shareholders a non-transferable priority right to subscribe
for the new securities during a limited period of time. Shareholders may also
waive their own preferential subscription rights with respect to any particular
offering.

     We agreed in the merger agreement with Seagram and CANAL+ to take all
necessary actions, including making any necessary securities filings, to ensure
that all holders of our securities, regardless of jurisdiction of residence, are
entitled to all benefits of the foregoing preferential subscription rights.

LISTING

     Our ordinary shares have been listed for trading on the Premier Marche of
the Paris Bourse.

FORM, HOLDING AND TRANSFER

FORM OF SHARES

     Our statuts provide that our ordinary shares may be held in registered or
bearer form. In accordance with French securities law, shareholders' ownership
rights, whether in registered or bearer form, are represented by book entries
instead of share certificates.

HOLDING OF SHARES

     We maintain a share account with Sicovam for all our ordinary shares in
registered form, which is administered by BNP Paribas. In addition, we maintain
separate accounts in the name of each shareholder either directly, or, at a
shareholder's request, through the shareholder's accredited intermediary (I.E.,
a French broker, bank or financial institution registered as such). Each
shareholder account shows the name of the holder and the number of shares held
and, in the case of shares held through an accredited intermediary, shows that
they are so held. BNP Paribas, as a matter of course, will issue confirmations
to each registered shareholder as to shares registered in the shareholder's
account, but these confirmations are not documents of title.

     Our ordinary shares held in bearer form are held on the shareholder's
behalf in an account maintained by an accredited intermediary and are recorded
in an account that the accredited intermediary maintains with Sicovam, as no
other company is authorized to act as central depositary. That account is
separate from our share account for pure registered ordinary shares with
Sicovam. Each accredited intermediary maintains a record of our ordinary shares
held through it and issues physical certificates of registration representing
ordinary shares held in bearer form for the ordinary shares that it holds. Our
ordinary shares held in bearer form may be transferred only through accredited
intermediaries and Sicovam. We may ask Sicovam for the identity of the


holders of its ordinary shares or other securities granting immediate or future
voting rights, held in bearer form, with the number of shares or other
securities so held.

TRANSFER OF SHARES

     Our statuts do not contain any restrictions on the transfer of our ordinary
shares. Our registered ordinary shares must be converted into bearer form before
being transferred on the Paris Bourse and, accordingly, must be recorded in an
account maintained by an accredited intermediary. A shareholder may initiate a
transfer by giving instructions to the relevant accredited intermediary. For
dealings on the Paris Bourse, a tax assessed on the price at which the
securities are traded, or impot sur les operations de bourse, is payable at the
rate of 0.3% on transactions of up to [Eurosymbol]l52,449.01 and at a rate of
0.15% for larger trades. This tax is subject to a rebate of [Eurosymbol]22.87
per transaction and a maximum assessment of [Eurosymbol]609.80 per transaction.
Nonresidents of France are not required to pay this tax. In addition, a fee or
commission is payable to the broker involved in the transaction, regardless of
whether the transaction occurs in France. No registration duty is normally
payable in France, unless a transfer instrument has been executed in France.

ANTI-TAKEOVER EFFECTS

     The French commercial code provides that any individual or entity, acting
alone or in concert with others, that becomes the owner, directly or indirectly,
of more than 5%, 10%, 20%, 33 1/3%, 50% or 66 2/3% of the outstanding shares or
voting rights of a listed company in France, such as our company, or that
increases or decreases its shareholding or voting rights above or below any of
those percentages, must notify us within 15 calendar days of the date it crosses
such thresholds of the number of shares it holds and their voting rights. The
individual or entity must also notify the Conseil des Marches Financiers (CMF)
within five trading days of the date it crosses these thresholds.

     French law and COB regulations impose additional reporting requirements on
persons who acquire more than 10% or 20% of the outstanding shares or voting
rights of a listed company. These persons must file a report with the company,
the COB and the CMF within fifteen days of the date they cross the threshold. In
the report, the acquiror must specify its intentions for the following 12-month
period, including whether or not it intends to continue its purchases, to
acquire control of the company in question or to nominate candidates for the
board of directors. The CMF makes the notice public. The acquiror must also
publish a press release stating its intentions in a financial newspaper of
national circulation in France. The acquiror may amend its stated intentions,
provided that it does so on the basis of significant changes in its own
situation or that of its shareholders. Upon any change of intention, it must
file a new report.

     Under CMF regulations, and subject to limited exemptions granted by the
CMF, any person or persons acting in concert that own in excess of 33 1/3% of
the share capital or voting rights of a French listed company must initiate a
public tender offer for the balance of the share capital of such company.

     To permit holders to give the required notice, we are required to publish
in the BALO no later than 15 calendar days after the annual ordinary general
meeting of


shareholders information with respect to the total number of voting
rights outstanding as of the date of such meeting. In addition, if the number of
outstanding voting rights changes by 5% or more between two annual ordinary
general meetings, we are required to publish in the BALO, within 15 calendar
days of such change, the number of voting rights outstanding and provide the CMF
with written notice of such information. The CMF publishes the total number of
voting rights so notified by all listed companies in a weekly notice (avis),
noting the date each such number was last updated.

     If any person fails to comply with the legal notification requirement, the
shares or voting rights in excess of the relevant threshold will be deprived of
voting rights for all shareholders' meetings until the end of a two-year period
following the date on which their owner complies with the notification
requirements. In addition, any shareholder who fails to comply with these
requirements may have all or part of its voting rights suspended for up to five
years by the Commercial Court at the request of the chairman, any shareholder or
the COB, and may be subject to a [Eurosymbol]18,293.88 fine.

     Under applicable French stock exchange regulations, when a natural person
or a legal entity, acting alone or in concert, comes to hold, directly or
indirectly, more than one-third of the securities or more than one-third of the
voting rights of a listed company, that person or legal entity is obliged to
make a tender offer for all the capital stock of the company and all other
securities convertible into, or exchangeable or otherwise exercisable for, the
capital stock or voting rights of the company. The offer must be on terms and
conditions that are acceptable to the CMF and must remain open for 25 trading
days.

     The same provisions apply to any natural person or legal entity acting
alone or in concert:

     -    that holds directly or indirectly between one-third and one-half of
          the securities or the voting rights of a company and that, in less
          than twelve consecutive months, increases the number of securities or
          voting rights it holds by at least 2% of all the securities or voting
          rights of the company; or

     -    where more than one-third of the capital or voting rights of a listed
          company is held by another company and constitutes an essential part
          of the other company's assets and where:

          --   a person acquires "control" (as defined under the French
               commercial code) of the other company; or

          --   a group of persons acting in concert holds more than 50% of the
               capital or of the voting rights of the other company, without any
               of those persons having control individually.

     French stock exchange regulations provide certain exemptions to the
obligation to make a mandatory offer that may be allowed by the CMF.

     Under French stock market regulations, a shareholder who comes to hold,
alone or in concert with others, at least 95% of the voting rights of a listed
company may initiate a withdrawal offer (offre publique de retrait) to acquire
the shares of the


remaining shareholders and, subject to the initiator having decided to do so at
the time of the launch of the offer, the withdrawal offer may be followed by a
mandatory "squeeze out" (retrait obligatoire) of the remaining minority
shareholders. The majority shareholder may also reserve its right to initiate a
squeeze out until the withdrawal offer has been completed. In the case of a
majority shareholder that holds 95% of the company's voting rights, any holder
of voting equity securities that does not belong to the majority group can also
apply to the CMF to require the majority shareholder or group to file a
withdrawal offer, and consequently to offer to acquire the shares of the
minority. In that instance, the consideration to be given to the minority under
the squeeze out cannot be lower than the withdrawal offer (and may be required
to be higher if any event that would be of influence to the value of the
company's securities occurs after the withdrawal offer is declared receivable by
the CMF). The consideration offered must, in addition, be appraised by an
independent expert.

     In addition, a number of provisions of French commercial code allow
corporations to adopt statuts that have anti-takeover effects, including
provisions that allow:

     -    shares with double voting rights;

     -    a company's board of directors to increase the company's share capital
          during a tender offer;

     -    limitations on the voting power of shareholders; and

     -    shareholders' agreements that provide for preemptive rights in case of
          a sale of shares by a shareholder.

     Our statuts contain provisions that could diminish the likelihood that a
potential acquiror will gain control of the company. In particular, under our
statuts:

     -    the voting rights of shareholders who own in excess of 2% of the total
          voting power of the company are adjusted to that which they would
          possess if 100% of the shareholders were present or represented at the
          meeting at which the vote in question takes place; and

     -    any person or group that fails to notify the company within 15 days of
          acquiring or disposing of 0.5% or any multiple of 0.5% of the
          company's shares may be deprived of voting rights for those shares in
          excess of the unreported fraction.

     Holders of Vivendi Universal ADSs and holders of exchangeable shares of
Vivendi Universal Exchangeco Inc. issued to certain Seagram shareholders in
connection with the merger transactions (who will also be holders of Vivendi
Universal voting rights, actions en nue propriete (or the bare legal title of an
ordinary share), each of which gives the holder thereof the right to vote on the
same basis and in the same circumstances as one ordinary share) must also comply
with these disclosure requirements. These holders are also subject to having
their voting rights reduced in the event of noncompliance to the same extent as
holders of ordinary shares.


DESCRIPTION OF VIVENDI UNIVERSAL ADSS

AMERICAN DEPOSITARY SHARES

     The depositary has issued the Vivendi Universal ADSs, which are evidenced
by Vivendi Universal ADRs. Vivendi Universal ordinary shares can be deposited
with BNP Paribas, Societe Generale or Credit Lyonnais, as custodian, pursuant to
a deposit agreement among Vivendi Universal, the depositary and owners and
beneficial owners of Vivendi Universal ADRs. Each of our ADSs represents one
Vivendi Universal ordinary share. Each of our ADSs also represents any
securities, cash or other property deposited with the depositary but not
distributed by it directly to an ADR holder.

     The depositary's corporate trust office is located at 101 Barclay Street,
New York, NY 10286. Its principal executive office is located at One Wall
Street, New York, NY 10286.

     Our ADSs can be held either directly or indirectly through a broker or
other financial institution. A person or entity that holds ADSs directly by
having the ADSs registered in its name on the books of the depositary, is
considered a Vivendi Universal ADR holder. Except as otherwise indicated, this
description assumes an ADR holder holds ADSs directly. A person or entity that
holds ADSs through a broker or financial institution must rely on the procedures
of that broker or financial institution to assert the rights of an ADR holder
described in this section. All persons owning ADSs through a broker or a
financial institution should consult with their broker or financial institution
to find out what those procedures are.

     Because the depositary will actually hold our ordinary shares, a ADR holder
will be required to rely on it to exercise the rights of a shareholder on the
behalf of the ADR holder. The obligations of the depositary and its agents are
set out in the deposit agreement. The deposit agreement and our ADRs are
governed by New York law.

     The following is a summary of the material terms of the deposit agreement.
For more complete information, ADR holders should read the entire deposit
agreement and the form of our ADR, which contains the terms of the ADSs. Copies
of these documents are exhibits to the Form F-6 Registration Statement relating
to the ADSs and to this document. A copy of the deposit agreement is on file
with the depositary and the custodian and is open for inspection by our ADS
holders during business hours.

SHARE DIVIDENDS AND OTHER DISTRIBUTIONS

     We may make various types of distributions with respect to our securities.
The depositary has agreed to pay to ADR holders the cash dividends or other
distributions it or the custodian receives on our ordinary shares or other
deposited securities, after deducting its fees and expenses. An ADR holder will
receive these distributions in proportion to the number of underlying ordinary
shares its ADSs represent.

     -    Cash. The depositary will promptly convert any cash dividend or other
          cash distribution we pay on our ordinary shares into U.S. dollars, if
          it can do so. If the depositary cannot convert the currency, the
          deposit agreement allows the depositary to distribute the distribution
          in the foreign currency, or hold the


          foreign currency it cannot convert for the account of our ADR holders
          who have not been paid. The depositary will not invest the foreign
          currency and it will not be liable for interest.

          Before making a distribution, any withholding taxes that will be
          required to be paid under applicable law will be deducted. The
          depositary will distribute only whole U.S. dollars and cents and will
          round fractional cents to the nearest whole cent. IF EXCHANGE RATES
          FLUCTUATE DURING A TIME WHEN THE DEPOSITARY CANNOT CONVERT THE FOREIGN
          CURRENCY, AN ADR HOLDER MAY LOSE SOME OR ALL OF THE VALUE OF THE
          DISTRIBUTION.

     -    Shares. The depositary will distribute new ADRs evidencing any
          ordinary shares we distribute as a dividend or free distribution. The
          depositary will distribute only whole ADRs. It will sell shares that
          would require it to issue a fractional ADR and distribute the net
          proceeds in the same way it does with cash. If additional ADRs are not
          distributed, the existing ADSs will also represent the new ordinary
          shares.

     -    Rights to receive additional shares. If we offer our shareholders any
          rights to subscribe for additional shares or any other rights, the
          depositary will make these rights available to ADR holders if it can
          do so. If the depositary makes rights available to an ADR holder, upon
          instruction from the holder, it will exercise the rights and purchase
          the shares on behalf of the ADR holder. The depositary will then
          deposit the shares and issue ADRs to an ADR holder. It will exercise
          rights only if an ADR holder pays it the exercise price and any other
          charges the rights require you to pay.

     -    Other Distributions. The depositary will send to the ADR holder
          anything else we distribute on deposited securities, after deduction
          or upon payment of any fees and expenses of the depositary or any
          taxes or other governmental charges.

     Before the depositary distributes any ADRs, rights or other property to
holders of Vivendi Universal ADSs, we must instruct it to do so and provide
reasonably satisfactory evidence that it is legal to do so. We have agreed with
the holders of ADRs to take all actions necessary (including providing the
required instructions and evidence to the depositary) to cause the distribution
to an ADR holder of all shares, rights and anything else distributed to the
holders of the ordinary shares to the same extent and in the same form as any
distributions made to the holders of our ordinary shares, except that ADR
holders will receive ADRs upon any distribution of ordinary shares and ADR
holders will receive distributions of cash to the extent provided above. We have
agreed with the holders of ADRs to register our ADRs, shares, rights or other
securities to be distributed under applicable laws, if required thereunder, and
to take all other actions necessary to permit those distributions to be made. We
have agreed with the holders of ADRs that we will not make any distributions to
the holders of our ordinary shares, or offer to the holders of our ordinary
shares any rights to subscribe for additional shares or other securities, unless
the distribution or offer will also be made substantially


contemporaneously to the holders of our ADSs as required by the provisions
described above.

     There can be no assurance that the depositary will be able to convert any
currency at a specified exchange rate, or that such conversion can occur within
a specified time period.

DEPOSIT, WITHDRAWAL AND CANCELLATION

     The depositary will issue ADSs if an ADR holder or its broker deposits
ordinary shares or evidence of rights to receive shares with the custodian. In
the case of ADSs issuable upon exchange of the exchangeable shares, the
depositary will issue the ADSs following our deposit with the custodian of the
ordinary shares underlying those ADSs.

     Our ordinary shares deposited in the future with the custodian will be
required to be accompanied by certain documents, including instruments showing
that those shares have been properly transferred or endorsed to the person on
whose behalf the deposit is being made.

     The custodian will hold all deposited ordinary shares for the account of
the depositary. The custodian will also hold any additional securities, property
and cash received on or in substitution for the deposited ordinary shares and
not distributed as provided in the deposit agreement. The deposited ordinary
shares and any such additional items are referred to as "deposited securities."

     Upon each deposit of shares, receipt of related delivery documentation and
compliance with the other provisions of the deposit agreement, including the
payment of the fees and expenses and any charges of the depositary and any taxes
such as stamp taxes or stock transfer taxes or other fees or charges owing, the
depositary will issue ADRs in the name of the person entitled to them evidencing
the number of ADSs to which that person is entitled. Certificated ADRs will be
delivered at the depositary's corporate trust office to the persons requested by
the person entitled to them.

     When ADR holders turn in their ADSs at the depositary's corporate trust
office, the depositary will, upon payment of certain applicable fees and
expenses, charges and taxes, and upon receipt of proper instructions, deliver
the underlying ordinary shares to an account designated by the ADR holder and
maintained by us, in the case of ordinary shares in registered form, or transfer
the ordinary shares to an account of an accredited financial institution on the
behalf of the ADR holder, in the case of ordinary shares in bearer form. The
ordinary shares underlying the ADSs issued upon exchange of the exchangeable
shares will be in bearer form.

     The depositary may close the transfer books, at any time or from time to
time, when deemed advisable by it in connection with the performance of its
duties. However, when it does so, ADR holders retain the right to cancel their
ADRs and withdraw the underlying deposited securities at any time subject only
to:

     -    temporary delays caused by the closing of the transfer books of the
          depositary or us or the deposit of our ordinary shares in connection
          with voting at a shareholders' meeting, or the payment of dividends
          (we are not aware of any statutory or regulatory limit to the length
          of time during which Vivendi




          Universal or the depositary can close its respective transfer books in
          connection with these activities; however, as indicated, we expect
          that any delay in canceling ADRs and withdrawing the underlying
          ordinary shares to be temporary);

     -    the payment of fees, taxes and similar charges; or

     -    compliance with any laws or governmental regulations relating to ADRs
          or to the withdrawal of underlying deposited securities.

     The right of ADS holders to withdraw underlying deposited securities may
not be limited by any other provision of the deposit agreement.

VOTING RIGHTS

     In general, each Vivendi Universal ADS carries the right to cast one vote
on matters on which holders of our ordinary shares may vote. However, our
statuts adjust the voting rights of shareholders who own (within the meaning of
the statuts and Article L 233-9 of the French commercial code to which those
statuts refer) in excess of 2% of the total voting power of Vivendi Universal
through the application of a formula designed to limit the voting power of those
shareholders to that which they would possess if 100% of the shareholders were
present at the meeting at which the vote in question takes place. If an ADR
holder holds ADSs directly or indirectly through a broker or financial
institution, this formula will not be applicable to the ADR holder if the holder
represents when it votes that it does not own in excess of 2% of the total
voting power of Vivendi Universal (within the meaning of the statuts and Article
L 233-9 of the French commercial code to which those statuts refer). If an ADR
holder owns more than 2% (within the meaning of the statuts and Article L 233-9
of the French commercial code to which those statuts refer), that ADR holder
will need to contact the depositary in order to vote; the depositary will
forward to us the information necessary to allow the ADR holder to vote. The
voting instructions that will be furnished to the ADR holder will explain these
procedures.

     The depositary will provide an ADS holder with voting instructions upon its
receipt of notice of the meeting, and an ADR holder may instruct the depositary
how to exercise the voting rights for our ordinary shares underlying our ADSs.
Upon receipt of notice of any meeting of holders of our ordinary shares or other
deposited securities that we send, the depositary will mail, at our expense, the
notice to our ADR holders as soon as practicable. The notice will contain an
English version of the notice and an English translation of any materials
provided to our ordinary shareholders, or in some cases, English equivalents of
those materials, and will describe how the ADR holders, on or before a certain
date, may instruct the depositary to exercise the voting rights for our ordinary
shares underlying their ADSs, including a statement as to how ordinary shares
for which the depositary receives incomplete voting instructions will be voted.
For instructions to be valid, the depositary will be required to receive them on
or before the date specified. The depositary will vote or have its agents vote
the shares or other deposited securities as an ADR holder instructs and only as
he instructs. The depositary will not itself exercise any voting discretion.


     We have agreed to deliver voting materials to the depositary sufficiently
in advance of the meeting to enable the depositary to deliver voting materials
to ADR holders, such that ADR holders will have sufficient time to give the
depositary voting instructions. If an ADR holder hold ADSs through a broker,
dealer or other intermediary, however, we cannot guarantee that the ADR holder's
intermediary will send voting materials in time for the ADR holder to exercise
its voting rights. The depositary will not charge ADS holders for submitting
voting instructions as ADS holders to the depositary in connection with
shareholders' meetings.

RECORD DATES

     The depositary will fix the dates for determining which of the ADS holders
will be entitled:

     -    to receive a cash dividend or other distribution;

     -    to give instructions for the exercise of voting rights at a meeting of
          holders of ordinary shares or other deposited securities; and

     -    to give instructions for granting approvals for proposed amendments to
          the deposit agreement

all subject to the provisions of the deposit agreement.

REPORTS AND OTHER COMMUNICATIONS

     The depositary will deliver to all holders of ADSs English translations of
all notices and any other communications and reports, including proxy materials,
delivered to the holders of the ordinary shares or, in some cases, English
equivalents of those documents. In addition, we will notify the depositary, and
the depositary will notify the ADS holders, of any meeting of our shareholders
or ADS holders, or of any adjourned meeting, provided that the depositary
receives notice of such meeting from us. The depositary will make available for
inspection, at its corporate trust office, English translations of all
communications and reports that we make available for inspection by holders of
ordinary shares or, in some cases, English equivalents of those documents. We
have agreed to provide the depositary sufficient copies of all documents
required to be delivered or made available to permit the depositary to satisfy
these obligations.

     The depositary will also make available for inspection at its corporate
trust office books, including the list of holders of receipts, for the
registration and transfer of receipts by the ADS holders, provided that the
inspection is not for the purpose of communicating with ADS holders in the
interest of a business or object other than our business or is for a matter
related to the deposit agreement or the Vivendi Universal ADSs.

FEES AND EXPENSES

     ADS holders may be charged a fee for each issuance of ADSs, including
issuances resulting from distributions of shares, rights and other property, and
for each surrender of ADSs, including if the deposit agreement terminates. The
fee in each case shall not be in excess of $5.00 for each 100 ADSs (or any
portion thereof) issued or




surrendered. ADS holders or persons depositing shares may also be charged for
the following expenses:

     -    stock transfer and other taxes and governmental charges;

     -    cable, telex and facsimile transmission and delivery charges;

     -    transfer or registration fees for the registration or transfer of
          deposited securities on any applicable register in connection with the
          deposit or withdrawal of deposited securities;

     -    expenses of the depositary in connection with the conversion of
          foreign currency into U.S. dollars; and

     -    a fee not in excess of $0.02 per ADS (or portion thereof) for any cash
          distribution, except for distributions of cash dividends.

     We will pay all other charges and expenses of the depositary, including all
fees and expenses related to the issuance of ADSs upon exchange of the
exchangeable shares of Vivendi Universal Exchangeco Inc. issued to certain
former Seagram shareholders in connection with the merger transactions, and any
agent of the depositary (except the custodian) pursuant to agreements entered
into from time to time by us and the depositary. The fees described above may be
amended from time to time.

PAYMENT OF TAXES

     ADR holders will be required to pay any tax or other governmental charge
payable by the custodian or the depositary on any ADS or ADR, deposited security
or distribution. If an ADR holder owes any tax or other governmental charge, the
depositary may deduct the amount of that tax or charge from any cash
distribution or sell deposited securities and deduct the amount owing from the
net proceeds of such sale. In either case, the ADR holder will remain liable for
any shortfall. Additionally, if any tax or governmental charge is unpaid, the
depositary may refuse to effect any transfer of an ADS or withdrawal of
deposited securities (except under limited circumstances mandated by securities
regulations) until such payment is made. If the depositary sells the deposited
securities, it will, if appropriate, reduce the number of ADRs to reflect the
sale and pay to the ADR holder any proceeds, or send to the ADR holder any
property, remaining after it has paid the taxes. The depositary will use
reasonable efforts to assist eligible U.S. residents, and eligible Canadian
residents who request assistance, in recovering amounts to which they may be
entitled under some provisions of French law relating to the payment of
dividends, including excess withholding and amounts in respect of the avoir
fiscal.

RECLASSIFICATIONS, RECAPITALIZATIONS AND MERGERS

     If we take certain actions that affect the deposited securities, including
(1) any change in nominal value or par value, split-up, consolidation or other
reclassification of deposited securities or (2) any recapitalization,
reorganization, merger, consolidation, liquidation or sale of our assets, then
the shares or other securities received by the


depositary will become deposited securities. Any cash received by the depositary
will be distributed to the extent described above. Each ADR will automatically
represent its equal share of cash (until distributed) or the new deposited
securities, unless additional ADRs are distributed pursuant to the following
sentence. The depositary may execute and deliver additional ADRs, as in the case
of a distribution of ordinary shares, or ask an ADR holder to surrender its
outstanding ADRs in order to provide him with new ADRs specifically describing
the new deposited securities.

AMENDMENT AND TERMINATION

     In general, we may agree with the depositary for the ADR holders to amend
the deposit agreement and the ADSs without consent from the ADR holders.
However, holders of a majority of the ADSs must approve in writing any amendment
that materially and adversely affects their rights or, with respect to specified
provisions of the deposit agreement, any amendment that is adverse to them.
Notwithstanding the foregoing, ADR holders do not have the right to approve (1)
amendments that are necessary to comply with any applicable laws or regulations,
our statuts or the rules and regulations of the stock exchange on which the ADSs
are listed, (2) amendments to increase the fees or charges that the depositary
may charge to an ADR holder, and (3) amendments to change the number of ordinary
shares that are represented by each ADS. In situations where no approval is
required, ADR holders must be given at least 30 days' notice of any amendment
that imposes or increases any fees or charges (except for taxes and other
charges or registration fees, cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or affects any substantial existing
right of ADS holders. If an ADS holder continues to hold ADSs after being so
notified, such holder will be deemed to have agreed to such amendment.
Notwithstanding the foregoing, an amendment can become effective before notice
is given if necessary to ensure compliance with a new law, rule or regulation.

     No amendment will impair an ADR holder's right to surrender its ADSs and
receive the underlying securities, except in order to comply with an applicable
law.

     The depositary will terminate the deposit agreement if we ask it to do so.
We can only do so if the deposited securities are listed on The New York Stock
Exchange (NYSE) or the Nasdaq National Market prior to that termination. The
depositary may also terminate the deposit agreement if the depositary has told
us that it would like to resign and we have not appointed a new depositary bank
within 90 days. In that event, we will use our reasonable best efforts to either
(i) enter into a successor depositary agreement having terms no less favorable
to the holders of ADSs than the previous depositary agreement or (ii) cause the
ordinary shares or other deposited securities (which will be distributed to ADS
holders upon surrender of their ADSs) to be listed on the NYSE or the Nasdaq
National Market. The depositary will be required to notify ADR holders at least
90 days before termination.

     After termination, the depositary and its agents will be required only to
collect dividends and other distributions on the deposited securities and
deliver ordinary shares and other deposited securities upon cancellation of
ADSs. After one year from the date of termination, the depositary may sell any
remaining deposited securities by public or private sale. After that, the
depositary will hold the proceeds of the sale, as well as any


other cash it is holding under the deposit agreement, for the pro rata benefit
of the ADS holders that have not surrendered their ADSs. It will not invest the
money and will have no liability for interest. The depositary's only obligations
will be to account for the proceeds of the sale and other cash. After
termination our only obligations under the deposit agreement will be with
respect to indemnification and to pay certain amounts to the depositary.

LIMITATIONS ON OBLIGATIONS AND LIABILITY TO VIVENDI UNIVERSAL ADR HOLDERS

     The deposit agreement expressly limits the obligations and liability of the
depositary and its agents. Neither the depositary nor any of its agents will be
liable if it:

     -    is prevented from or hindered in performing any obligation by
          circumstances beyond its control, including, without limitation,
          requirements of law, rule, regulation, the terms of the deposited
          securities and acts of God;

     -    exercises or fails to exercise discretion under the deposit agreement;

     -    performs its obligations without negligence or bad faith;

     -    takes any action or fails to take any action based on advice or
          information provided by legal counsel, accountants, any person
          presenting ordinary shares for deposit, any holder or any other
          qualified person; or

     -    relies on any documents it believes in good faith to be genuine and to
          have been properly executed.

     The deposit agreement limits our liability and obligations, and those of
our agents, in the same way.

     Neither the depositary nor our company, nor our respective agents, will be
obligated to appear in, prosecute or defend any action, suit or other proceeding
in respect of any deposited securities or the ADSs that in our opinion or the
opinion of the depositary, respectively, may lead it to incur expense or
liability, unless indemnity satisfactory to it against all expenses (including
fees and disbursements of counsel) and liability is furnished as often as it
requires.

     The depositary will not be responsible for a failure to carry out
instructions to vote the deposited securities (provided it performs its
obligations in good faith), the matter on which any vote is cast or the effect
of the vote.

     The depositary may own and deal in any class of our securities.

DISCLOSURE OF INTEREST IN VIVENDI UNIVERSAL ADSS

     We may from time to time request ADR holders to provide information as to
the capacity in which the holders own or owned ADSs and regarding the identity
of any other persons then or previously interested in the Vivendi Universal ADSs
as to the nature of such interest and various other matters. The depositary will
use reasonable efforts to comply with written instructions received from us
requesting that the depositary forward


any such requests to the ADS holders and to forward to us any responses to such
requests received by the depositary.

     Each ADR holder will be required to comply with our statuts, as they may be
amended from time to time, and French law, if applicable, with respect to the
disclosure requirements regarding ownership of our shares, all as if such ADSs
were, for this purpose, the ordinary shares represented thereby. For a
description of provisions of French law and our statuts that impose disclosure
obligations, see "-- Description of Vivendi Universal Ordinary Shares --
Anti-Takeover Effects." In order to facilitate compliance with those
requirements, ADS holders will be required to deliver any required information
to the depositary and our company. We will, as soon as practicable, forward the
information, if applicable, to the CMF or other French authorities.

REQUIREMENTS FOR DEPOSITARY ACTIONS

     Before the depositary will issue or register transfer of an ADR, make a
distribution on an ADR, or make a withdrawal of shares, the depositary may
require:

     -    payment of stock transfer or other taxes or other governmental charges
          and transfer or registration fees charged by third parties for the
          transfer of any shares or other deposited securities;

     -    production of satisfactory proof of the identity and genuineness of
          any signature or other information it deems necessary; and

     -    compliance with regulations it may establish, from time to time,
          consistent with the deposit agreement, including presentation of
          transfer documents.

     The depositary may refuse to deliver, transfer, or register transfers of
ADRs generally when the books of the depositary or our books are closed, or at
any time if the depositary deems it advisable to do so. An ADR holder has the
right to cancel its ADSs and withdraw the underlying ordinary shares at any time
except in circumstances in which the depositary may restrict the withdrawal of
deposited securities. See "-- Deposit, Withdrawal and Cancellation."

PRE-RELEASE OF ADRS

     In certain circumstances, subject to the provisions of the deposit
agreement, the depositary may issue ADRs before deposit of the underlying
ordinary shares. This is called a pre-release of the ADRs. The depositary may
also deliver ordinary shares upon cancellation of pre-released ADRs (even if the
ADRs are cancelled before the pre-release transaction has been closed out). A
pre-release is closed out as soon as the underlying ordinary shares are
delivered to the depositary. The depositary may receive ADRs instead of ordinary
shares to close out a pre-release. The depositary may pre-release ADRs only
under the following conditions:

     -    before or at the time of the pre-release, the party to whom the
          pre-release is being made must:


     -    represent to the depositary in writing that it or its customer owns
          the shares or ADRs to be deposited;

     -    assign all beneficial ownership of the shares or ADRs to the
          depositary; and

     -    agree to not take any action with respect to the shares or ADRs that
          is inconsistent with the transfer of beneficial ownership;

     -    the pre-release must be fully collateralized with cash or other
          collateral that the depositary considers appropriate; and

     -    the depositary must be able to close out the pre-release on not more
          than five business days' notice.

     In addition, the depositary will limit the number of ADRs that may be
outstanding at any time as a result of pre-release, although the depositary may
disregard the limit from time to time, if it deems it appropriate to do so.

ITEM 2.  EXHIBITS.

1.   Vivendi Universal Restated Corporate Statuts.

2.   Deposit Agreement dated as of April 19, 1995, as amended and restated as of
     September 11, 2000, and as further amended and restated as of December 8,
     2000, among Vivendi Universal, The Bank of New York as Depositary, and all
     Owners and Beneficial Owners from time to time of American Depositary
     Shares issued thereunder.

3.   Letter Agreement between Vivendi Universal and The Bank of New York
     relating to the payment of fees, dated December 8, 2000.





                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                VIVENDI UNIVERSAL



                                       /S/  Jean-Francois Dubos
                                -----------------------------------------
                                Name:  Jean-Francois Dubos
                                Title: General Counsel Chief Officer

Dated:  December 29, 2000

EX-1

                                                                       Exhibit 1


                                VIVENDI UNIVERSAL

                           RESTATED CORPORATE STATUTES


TITLE I. LEGAL FORM - LEGISLATION - PURPOSE - CORPORATE NAME -
         REGISTERED OFFICE - TERM

                                   Article 1
                            Legal Form - Legislation

         The Company is a societe anonyme governed by the laws of France. It was
formed in Paris by deed of December 11, 1987. The Company is governed by present
and future legislative and regulatory provisions as well as by these corporate
statutes.

                                    Article 2
                                     Purpose

         The corporate purpose is, directly and indirectly, in France and in all
countries:

- -        to engage in the following businesses, for individual, business and
         public sector customers:

         -        all direct or indirect communications activities, and in
                  particular the Internet, multimedia and audiovisual
                  activities, imaging, cinema, music, advertising, press,
                  publishing and telecommunications, all interactive services
                  and products related to the foregoing;

         -        all activities related, directly or indirectly, to the
                  environment, and in particular water, wastewater treatment,
                  energy, transport, waste management and all related products
                  and services, whether or not for collective use;

         -        secondarily, all activities related to the wine and spirit
                  business which could be temporarily exercised within the
                  framework of the acquisition of companies whose main activity
                  is one of the aforementioned activities;

- -        the management and acquisition, by way of subscription, purchase,
         contribution, exchange or through any other means, of shares, bonds and
         any other securities of companies already existing or to be formed and
         the right to sell such share interests;

- -        and more generally any commercial, industrial, financial transactions
         and all transactions related to movable or immovable property which are
         directly or indirectly related to the above purpose.

                                    Article 3
                                 Corporate Name

         The name of the company is: "VIVENDI UNIVERSAL."

                                    Article 4
                                Registered Office

         The registered office is 42, avenue de Friedland, Paris (8th district).

         The registered office may be transferred to any other place in the same
city or in a neighboring department by decision taken by the Board of Directors
subject to approval by the next Ordinary Shareholders' Meeting and to any other
place pursuant to a decision taken by an Extraordinary Shareholders' Meeting.

                                    Article 5
                                      Term

         The term of the company shall last until December 17, 2086, except in
the case of early dissolution or extension to be decided by Extraordinary
Shareholders' Meeting.


TITLE II.  SHARE CAPITAL - SHARES

                                    Article 6
                                  Share Capital

         The share capital is represented by shares.

         The nominal amount of each share is 5.5 Euros.

         The share capital is E5,940,141,608.50 Euros divided into 1,080,025,747
shares, all of the same class and fully paid up.

         The share capital may be increased, reduced, amortized or divided by
way of a decision adopted by the competent Shareholders' Meeting.

                                    Article 7
                                     Shares

         Shares must be registered. They are recorded in an individual account
subject to compliance with current legal and regulatory requirements.

         After the admission of the shares of the Company to trading on a
regulated market, the following provisions will be substituted for the first
paragraph of the present article.

         Fully paid-up shares may, at the shareholder's election, be in the form
of registered shares or bearer shares, unless specific legal or regulatory rules
provide otherwise.

         Shares must be registered until they are fully paid up.

         Shares shall be recorded in the Company's books or with an approved
intermediary subject to the terms and conditions set forth by law.

         Subject to compliance with legal and regulatory requirements, the
Company may request from any institution or intermediary any information
allowing for the identification of the shareholders or holders of securities
issued by the Company and which grant, whether immediately or over time, a
voting right in its Shareholders' Meetings, and may in particular ask how many
such securities are held by each shareholder.

         Any person acting alone or in concert which begins to hold or ceases
holding directly or indirectly a fraction of the capital or a fraction of voting
rights or securities convertible into shares of the Company exceeding 0.5% or a
multiple of this fraction, shall be obliged to notify the Company, by registered
letter, within fifteen days after crossing one of these thresholds, of the total
number of shares, voting rights or securities convertible into shares, that the
said person holds alone, whether directly, indirectly, or in concert.

         Shareholders who fail to comply with the above provisions shall be
deprived of their voting rights for those shares or rights related to shares in
excess of the unreported fraction. Such loss of rights shall apply to any
Shareholders' Meeting held until after the expiration of a term of two years
following the date upon which the aforementioned notification shall have been
made, if such loss of right is requested by one or more Shareholders holding no
less than 0.5% of the Company's share capital. This request shall be recorded in
the minutes of the Shareholders' Meeting.

                                    Article 8
                  Rights and Obligations Attached to the Shares

         Each share gives its owner a right to the ownership of the corporate
assets and of any liquidation surplus on a pro rata basis of the fraction of the
share capital it represents.

         Each time it is necessary to hold a certain number of shares in order
to exercise a right, the Shareholders who do not own the said number of shares
shall be responsible, where applicable, for grouping the shares corresponding to
the number required.

         Each share grants its holder the right to vote at Shareholders'
Meetings subject to the conditions set forth under Article 18 of these corporate
statutes.

         The subscription right attached to the shares belongs to the
usufruitier.

         Ownership of a share implies acceptance of the Company's corporate
statutes and of decisions taken by the Shareholders' Meetings and by the Board
of Directors in accordance with a delegation granted by the Shareholders'
Meeting.

TITLE III.  MANAGEMENT AND AUDIT OF THE COMPANY


     CHAPTER 1:  BOARD OF DIRECTORS

                                    Article 9
                      Composition of the Board of Directors

         The Company is managed by a Board of Directors which shall be composed
of no less than three members and no more than eighteen members, subject to the
exception set forth by law in case of a merger.

         Nevertheless, the Board of Directors will be composed of twenty members
until December 31, 2001 and nineteen members until December 31, 2002.

                                   Article 10
                   Term of Office of the Directors - Age Limit

         The members of the Board of Directors shall be appointed for a maximum
term of four years subject to provisions relating to age limits. This term may
be renewed.

         The term of office of a Director shall expire at the conclusion of the
Shareholders' Meeting reviewing the financial statements for the preceding year
and which is held during the year in which his term of office expires.

         At the conclusion of each annual Shareholders' Meeting, the number of
Directors who have reached the age of 70 before the end of the year for which
financial statements are reviewed by the meeting shall not be more than one
fifth of the number of Directors in office. When this limit is exceeded, the
oldest Directors shall be deemed to have resigned after the said Shareholders'
Meeting.

         In any event, the term of office of a Director shall expire no later
than the date of the Shareholders' Meeting reviewing the financial statements
for the year during which he reaches the age of 75. However, honorary Chairmen
appointed by the Board of Directors may after that age continue to attend the
meetings of the Board of Directors without any right to vote thereat.

         Provisions regarding the age limit shall be applicable to permanent
representatives of a legal person acting as director.

         In case of vacancy of one or more directorships because of death or
resignation, the Board of Directors may make provisional appointments between
two Shareholders' Meetings.

         Each Director must own no less than seven hundred and fifty shares
during his term of office. These shares are to be held in a registered account.

                                   Article 11
                      Meetings - Deliberations of the Board

         1. The Board of Directors meets whenever required in the interests of
the Company, upon being convened by its Chairman.

         2. Directors representing no less than one third of the members of the
Board of Directors may convene a meeting of the Board and must in such case
indicate the agenda of the meeting.

         3. Meetings take place at the registered office or in any other place
indicated in the notice. They are chaired by the Chairman of the Board of
Directors. In case the Chairman is unable to attend or is absent, the meetings
are chaired by the Vice-Chairman, or in his absence by a Director appointed by
the Board.

         4. If this is permitted by law, the resolutions of the Board of
Directors may be taken by way of a telephone conference or video conference or
by written consultation of the members of the Board.

         5. Any Director, by way of any written or electronic medium, grant
another director the power to represent him or to vote in his place during a
specific meeting of the Board. However, a Director may only represent one other
Director.

         6. In order to be valid, decisions must be taken by at least one-half
of the members of the Board. Decisions are taken by a majority of the members
participating or represented. In case of a tie, the Chairman shall have a
casting vote.

         7. The Board may appoint a Secretary who is not required to be one of
its members.

         8. Minutes of the deliberations are prepared and copies or excerpts are
delivered and certified in accordance with provisions of law.

                                   Article 12
                        Powers of the Board of Directors

The Board of Directors has the broadest powers in order to act in all
circumstances on behalf of the Company and to take all decisions related to
management and disposal of assets. The Board of Directors shall exercise these
powers within the limit of the corporate purpose, subject only to the powers
granted by law to Shareholders' Meetings.

The decisions of the Board of Directors are implemented either by the Chairman
or by the Chief Operating Officers or by any special delegate appointed by the
Board.

In addition, the Board may grant, to one of its members or to third parties,
special powers for one or more specific purposes, with or without the right for
them to grant themselves any or all total or partial delegations of such powers.

The Board may also decide to create committees responsible for reviewing matters
referred to them either by the Board of Directors or by the Chairman.

                                   Article 13
                            Compensation of Directors

As compensation for their work, the Directors shall receive a fixed annual
amount, as directors' fees. The amount of these directors' fees is set by the
Shareholders' Meeting.

The Board allocates freely the amount of these directors' fees among its
members. The Board may in particular allocate a higher amount to those Directors
who are members of Committees.

The Board may also grant exceptional compensation for assignments or missions
entrusted to Directors. Such compensation is subject to legal provisions
regarding contracts subject to prior approval by the Board of Directors.

                                   Article 14
                       Director Appointed by the Employees

If the percentage of the share capital held by employees and retired employees
of the Company and its subsidiaries under the Group Savings Scheme set up by the
Company represents more than 5% of the Company's share capital, a Director shall
be appointed from among the employee members of the Supervisory Board of the
Company's mutual funds which are composed for at least 90% of whose assets
comprise the Company shares. The Director representing the employee shareholders
is not taken into account in order to calculate the maximum number of members of
the Board of Directors determined in Article 9.

A representative of the employees may upon the proposal of the Chairman of the
Board of Directors, be designated as Director by the Ordinary Shareholders'
Meeting provided that its office will automatically end upon the designation of
a Director pursuant to the previous paragraph.

If for any reason whatsoever, the Director appointed by the Shareholders'
Meeting under the preceding paragraph 1 ceases being simultaneously an employee
of the company or one of its subsidiaries and, as the case may be, a member of a
mutual fund defined above, the said Director shall be deemed to have resigned
upon the expiration of a term of one month from the day upon which he shall lose
either of these two capacities.

In this case or in case of death or resignation, the Board of Directors may
between two Shareholders' Meetings provisionally appoint a Director provided
that the new Director shall have the two capacities set out above.

Prior to the ordinary Shareholders' Meeting convened in order to appoint a
Director representing the employee Shareholders pursuant to paragraph 1, section
1 of this article, the said Director shall be nominated in accordance with the
following procedure.

Candidates to this function shall be designated by the mutual fund's Supervisory
Board and shall be selected from among the Supervisory Board's members at the
request of the Chairman of the Board of Directors.

The Supervisory Board's decision is recorded in minutes indicating the list of
candidates and the number of votes cast in favor of candidates as well as the
number of candidates validly designated by the Supervisory Board and whose
number shall be at least equal to twice the number of Directors to be elected.

The minutes and list of candidates referred to above are attached to the notice
convening the Shareholders' Meeting.

Each Director representing the employee shareholders must hold one share through
a mutual fund defined in the present article of these corporate statutes, or an
equivalent number of units of the fund. If, upon the day of such Director's
appointment the Director does not hold one share or an equivalent number of
units of the fund or if during his term of office he ceases holding one share or
an equivalent number of units of the fund, the Director shall be deemed to have
resigned despite the fact that he remains the Company's employee.

                                   Article 15
               Chairman - Vice-Chairman - Chief Operating Officers

         1. The Board of Directors elects from among its members a Chairman who
must be a natural person, failing which the appointment of the Chairman shall be
null and void. The Board of Directors determines the term of the Chairman's
office, which may not exceed his term of office as a Director. The Board of
Directors may remove the Chairman at any time.

         2. The Chairman of the Board of Directors may be re-elected, but his
term of office shall expire no later than the date of the Shareholder's Meeting
reviewing the financial statements for the year during which the Chairman shall
reach the age of 65.

         3. However, exceptionally, the Board of Directors may extend the
Chairman's term of office for two years. In such case, the Chairman's term of
office shall expire no later than the date of the Shareholder's Meeting
reviewing the financial statements for the year during which the Chairman shall
reach the age of 67.

         4. The Chairman of the Board of Directors, in his capacity as Chairman
and Chief Executive Officer, is responsible for the management of the Company
and represents the Company in its relations with third parties.

         5. Subject to the powers that are by law expressly granted to the
Shareholders' Meetings or reserved for the Board of Directors, the Chairman and
Chief Executive Officer has, within the limits of the corporate purpose, the
broadest powers in order to act in all circumstances on behalf of the Company.

         6. No limitation of these powers may be relied upon as against third
parties.

         7. Upon the proposal of the Chairman and Chief Executive Officer, the
Board of Directors may designate a Vice-Chairman. The Board determines the term
of his appointment as such, which can not exceed the length of his term as a
Director.

         8. If the Chairman is unable to attend or is absent, the Board of
Directors' meeting and the Shareholders' General Meeting are chaired by the
Vice-Chairman.

         9. Upon the proposal of the Chairman and Chief Executive Officer, the
Board may appoint Chief Operating Officers subject to the conditions set out by
law. They may be removed at any time by the Board of Directors upon a proposal
made by the Chairman.

         10. In case of death, resignation or removal of the Chairman, the Chief
Operating Officer(s) shall, unless otherwise decided by the Board of Directors,
remain in office and retain their powers until the appointment of a new
Chairman.

         11. In agreement with the Chairman, the Board of Directors determines
the scope and term of the powers granted to the Chief Operating Officers. When
the Chief Operating Officers are also Directors, the term of their appointment
may not exceed their term of office as Directors.

         12. The Chief Operating Officers shall have vis-a-vis third parties the
same powers as the Chairman including the power to represent the Company before
courts of law.

         13. The Board of Directors determines the compensation of the Chairman
and of the Chief Operating Officer(s).

         14. The term of office of the Chief Operating Officer(s) shall expire
no later than the date of the Shareholders' Meeting reviewing the financial
statements for the year during which he/they shall reach the age of 65. However,
upon a proposal made by the Chairman, their term of office shall expire no later
than the date of the Shareholders' Meeting reviewing the financial statements
for the year during which he/they shall reach the age of 67.

     CHAPTER 2:  AUDIT OF THE COMPANY

                                   Article 16
                               Statutory Auditors

The Company is audited by Statutory Auditors, who are appointed and carry out
their duties in accordance with provisions of law.


TITLE IV.     SHAREHOLDERS' MEETINGS

                                   Article 17
                             Shareholders' Meetings

         1. Shareholders' Meetings are convened and deliberate in accordance
with provisions set out by law.

         2. Meetings take place either at the registered office or in any other
place indicated in the notice.

         3. The right to participate in Meetings is subject to the following:

         -        holders of registered shares must be included in the register
                  of members maintained by the Company;

         -        holders of bearer shares must deliver, at the place indicated
                  in the notice, a certificate of nontransferability of the
                  shares delivered by a financial intermediary.

         4. These formalities must be completed no later than one day prior to
the date of the meeting. This period may be shortened by a decision of the Board
of Directors.

         5. The meeting appoints a committee comprised of a Chairman, two
scrutineers and a Secretary. Meetings are chaired by the Chairman and Chief
Executive Officer or in his absence by the Vice-Chairman, or in their respective
absences, by a Director especially appointed to that end by the Board. Failing
such appointment, the Shareholders' Meeting itself elects its Chairman.

         6. The role of scrutineers is performed by the two members of the
meeting holding the greatest number of votes who are present and accept such
appointment.

         7. The committee appoints the Secretary who is not required to be a
shareholder. An attendance sheet is maintained in accordance with the conditions
set out by law.

         8. Copies or excerpts of the minutes of the meeting are validly
certified by the Chairman of the Board or by a Director appointed as Chief
Operating Officer, or by the Secretary of the Meeting.

                                   Article 18
                                  Voting Rights

         1. In all Shareholders' Meetings, the voting rights attached to the
shares belong to the holder of the bare legal title of shares.

         2. Shareholders may vote by mail or give a proxy indicating their vote
or send their proxy by all such means and within such time limits as shall be
set forth by law.

         3. Each shareholder shall have a number of votes equal to the number of
shares he owns or represents, subject to the specific provisions of paragraph 4.
below which will be effective as of the date of the admission of the shares of
the Company to trading on a regulated market.

         4. The number of voting rights held by each shareholder (and where
applicable his proxy(ies)) at general meetings shall be:

         a)       equal to the number of voting rights attached to the shares
                  held up to the limit of 2% of the total number of voting
                  rights existing in the company,

         b)       calculated for the remainder, on the basis of the number of
                  voting rights present or represented at the Shareholders'
                  Meeting, through application of the percentage exceeding 2% of
                  the said number of voting rights present or represented (and
                  calculated in accordance with the adjustment resulting from
                  this provision).

         The calculation to be made during each Shareholders' Meeting is
described in the formula set out in the schedule to these corporate statutes.
For the purposes of this calculation, each percentage includes two digits after
the decimal point and the number of voting rights obtained is rounded up to the
nearest whole number.

         The voting rights held by each shareholder are pooled with those
assimilated to his voting rights within the meaning of Article L.233-9 of the
French Commercial Code. However, no pooling is applicable for the voting rights
attached to the shares in respect of which a proxy has been given in accordance
with the provisions of L.225-106, paragraph 6 of the French Commercial Code.


TITLE V.  FINANCIAL STATEMENTS - ALLOCATION AND DISTRIBUTION OF NET INCOME

                                   Article 19
                              Financial Statements

         1. The financial year shall commence on January 1 and end on December
31.

         2. At the end of each year, in compliance with applicable legal rules,
the Board of Directors prepares the inventory of assets and liabilities, the
financial statements and a management report.

Consolidated financial statements are prepared in order to supplement the
individual financial statements. The management of the consolidated group draws
up a report which may or may not be included in the aforementioned management
report.

                                   Article 20
                    Allocation and Distribution of Net Income

         1. The statement of income shows the revenues and expenses for the
financial year, and net income for the year is indicated as the difference,
after deducting amortization, depreciation and provisions.

         2. Out of profits for the financial year less, where applicable, losses
sustained in earlier years, there shall be deducted no less than 5% in order to
create the legal reserve fund. This deduction shall cease to be mandatory when
the reserve fund reaches 10% of the share

capital. Such deduction shall be resumed when, for any reason, the legal reserve
shall have become less than one tenth.

         3. The distributable income is comprised of the net income for the year
less losses sustained in earlier years and amounts which must be allocated to
reserves pursuant to provisions of law or of the corporate statutes, and shall
be increased by retained earnings available for appropriation.

         4. The Shareholders' Meeting may decide that such amounts as the Board
of Directors shall see fit shall be either transferred to provident funds or to
voluntary, ordinary or extraordinary reserve funds or to retained earnings or be
distributed.

         5. Dividends shall be deducted on a priority basis from net income for
the year.

         6. Except in case of a reduction in capital, no distribution may be
made to Shareholders when Shareholders' Equity is or would become, because of
such distribution, less than the amount of the capital plus reserves that may
not be distributed under provisions of law or of the corporate statutes.

         7. Revaluation surpluses may not be distributed but may be capitalized
in whole or in part.

         8. The Shareholders' Meeting may decide to distribute amounts deducted
from available reserves by indicating expressly the reserve items from which the
said amounts shall be deducted.

         9. The terms of payment of the dividends are determined by the
Shareholders' Meeting, or, failing such determination, by the Board of
Directors. Dividends must be paid no later than nine months from the close of
the financial year, unless an extension is granted by court order.

         10. The annual Shareholders' Meeting may grant to each shareholder, in
respect of all or part of the interim or final dividend distributed, the right
to choose between payment in cash or in shares.

         11. Dividends unclaimed for a term of five years after the date upon
which they have become payable shall be time-barred.


TITLE VI.  DISSOLUTION - EXTENSION - LIQUIDATION - DISPUTES

                                   Article 21
                   Extension - Early Dissolution - Liquidation

No later than one year before the end of the term of the Company, the Board of
Directors shall convene an Extraordinary Shareholders' Meeting in order to
decide whether the term of the Company is to be extended.

Except in the cases of judicial dissolution set forth by law, the Company shall
be dissolved upon the expiration of the term set forth by the corporate statutes
or by decision of the Shareholders' Meeting.

The Shareholders' Meeting determines the mode of liquidation and appoints one or
more liquidators and determines his or their powers.

                                   Article 22
                                    Disputes

All disputes which may arise during the term of the Company or during the course
of its liquidation, whether between the Shareholders and the Company or between
the Shareholders themselves in respect of corporate matters, shall be referred
to the competent courts.

                                    SCHEDULE

         APPLICATION OF THE PROVISIONS OF ARTICLE 18 OF THE CORPORATE STATUTES
REGARDING THE NUMBER OF VOTING RIGHTS HELD BY EACH SHAREHOLDER AT SHAREHOLDERS'
MEETINGS:

         Where:

                  T = total number of voting rights attached to all shares
                  comprising the share capital

                  Yn = total number of voting rights attached to the shares of
                  all Shareholders present or represented (n), up to 2% of T per
                  shareholder, and therefore not subject to any limitation

                  a, b, c = percentage of the voting rights (calculated on the
                  basis of T) held by A, B, C, etc. in excess of 2% for each of
                  them

                  X = total number of votes which may be cast at a Shareholders'
                  meeting taking into account the limitations set forth in the
                  corporate statutes.

                  This rule may be expressed as follows:

                           X = Yn + aX + bX + cX

                  Accordingly, the total number of votes which may be cast
                  during a meeting (X) is equal to:

                           X = Yn/(1-a-b-c)

By calculating X it is possible to determine, for each of Shareholders A, B and
C, the total number of votes attached to voting rights exceeding 2%
(corresponding to percentages a, b, c, etc.). For each of them, it is necessary
to add 2% of T, i.e. the votes attached to voting rights which are not subject
to any limitation.

EX-2

                                                                       EXHIBIT 2



================================================================================


                                VIVENDI UNIVERSAL

                                 (F/K/A VIVENDI)

                                       AND

                              THE BANK OF NEW YORK

                                  As Depositary



                                       AND

          OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS

                                Deposit Agreement



                           Dated as of April 19, 1995

                  Amended and Restated as of September 11, 2000

                   Amended and Restated as of December 8, 2000



================================================================================

                                DEPOSIT AGREEMENT

                  DEPOSIT AGREEMENT dated as of April 19, 1995, as amended and
restated as of September 11, 2000, as further amended and restated as of
December 8, 2000 among VIVENDI UNIVERSAL, incorporated under the laws of The
Republic of France (herein called the Company), THE BANK OF NEW YORK, a New York
banking corporation (herein called the Depositary), and all Owners and
Beneficial Owners from time to time of American Depositary Receipts issued
hereunder.

                              W I T N E S S E T H :

                  WHEREAS, the Company desires to provide, as hereinafter set
forth in this Deposit Agreement, for the deposit of Shares (as hereinafter
defined) of the Company from time to time with the Depositary or with the
Custodians (as hereinafter defined) as agents of the Depositary for the purposes
set forth in this Deposit Agreement, for the creation of American Depositary
Shares representing the Shares so deposited and for the execution and delivery
of American Depositary Receipts evidencing the American Depositary Shares; and

                  WHEREAS, the American Depositary Receipts are to be
substantially in the form of Exhibit A annexed hereto, with appropriate
insertions, modifications and omissions, as hereinafter provided in this Deposit
Agreement;

                  NOW, THEREFORE, in consideration of the premises, it is agreed
by and between the parties hereto as follows:

ARTICLE 1. DEFINITIONS

                  The following definitions shall for all purposes, unless
otherwise clearly indicated, apply to the respective terms used in this Deposit
Agreement:

         SECTION 1.01 American Depositary Shares.

                  The term "American Depositary Shares" shall mean the
securities, as evidenced by the Receipts, representing the interests in the
Deposited Securities. Each American Depositary Share shall represent one Share,
until there shall occur a distribution upon Deposited Securities covered by
Section 4.03 or a change in Deposited Securities covered by Section 4.08 with
respect to which additional Receipts are not executed and delivered, and
thereafter American Depositary Shares shall evidence the amount of Shares or
Deposited Securities specified in such Sections.

         SECTION 1.02 Beneficial Owner

                  The term "Beneficial Owner" shall mean each person owning from
time to time any beneficial interest in the American Depositary Shares evidenced
by any Receipt

it being understood that the term "Beneficial Owner" shall not include any agent
or financial intermediary holding an interest in a Receipt solely to the extent
such interest is held for or on behalf of a Beneficial Owner.

         SECTION 1.03 Commission.

                  The term "Commission" shall mean the Securities and Exchange
Commission of the United States or any successor governmental agency in the
United States.

         SECTION 1.04 Company.

                  The term "Company" shall mean Vivendi Universal, incorporated
under the laws of France, and its successors.

         SECTION 1.05 Custodians.

                  The term "Custodians" shall mean the Paris, France office of
BNP Paribas, the Nantes, France office of Societe Generale and the Paris, France
office of Credit Lyonnais, as agents of the Depositary for the purposes of this
Deposit Agreement, and any other firm or corporation which may hereafter be
appointed by the Depositary pursuant to the terms of Section 5.05, as substitute
or additional custodian or custodians hereunder, as the context shall require
and shall also mean all of them collectively.

         SECTION 1.06 Deliver; Endorse; Execute; Issue; Register; Surrender;
Transfer; Cancel.

                  The terms "deliver", "endorse", "execute", "issue",
"register", "surrender", "transfer" or "cancel", when used with respect to the
Direct Registration System, shall refer to an entry or entries or an electronic
transfer or transfers in the Direct Registration System.

         SECTION 1.07 Deposit Agreement.

                  The term "Deposit Agreement" shall mean this Agreement, as the
same may be amended from time to time in accordance with the provisions hereof.

         SECTION 1.08 Depositary; Corporate Trust Office.

                  The term "Depositary" shall mean The Bank of New York, a New
York banking corporation, and any successor as depositary hereunder. The term
"Corporate Trust Office", when used with respect to the Depositary, shall mean
the office of the Depositary which at the date of this Agreement is 101 Barclay
Street, New York, New York 10286.



                                      -2-

         SECTION 1.09 Deposited Securities.

                  The term "Deposited Securities" as of any time shall mean
Shares at such time deposited or deemed to be deposited under this Deposit
Agreement and any and all other securities, property and cash received by the
Depositary or the Custodians in respect thereof and at such time held hereunder,
subject as to cash to the provisions of Section 4.05.

         SECTION 1.10 Direct Registration Systems; DRS.

                  The terms "Direct Registration System" and "DRS" shall mean
the direct registration system maintained and operated by the Depository Trust
Company, pursuant to which the Depositary may register the ownership of
uncertificated Receipts in book-entry form, which ownership shall be evidenced
by periodic statements provided by the Depositary to the Owners entitled
thereto.

         SECTION 1.11 Dollars; Euro.

                  The term "Dollars" shall mean United States dollars. The term
"Euro" shall mean the common currency of the participating member countries in
the European Monetary Union.

         SECTION 1.12 Foreign Registrar.

                  The term "Foreign Registrar" shall mean the entity that
presently carries out the duties of registrar for the Shares or any successor as
registrar for the Shares and any other appointed agent of the Company for the
transfer and registration of Shares.

         SECTION 1.13 Owner.

                  The term "Owner" shall mean the person in whose name a Receipt
is registered on the books of the Depositary maintained for such purpose,
including Registered Owners as defined in Section 2.10.

         SECTION 1.14 Receipts.

                  The term "Receipts" shall mean the American Depositary
Receipts issued hereunder evidencing American Depositary Shares and shall, for
the avoidance of doubt, include Receipts delivered pursuant to the Direct
Registration System.

         SECTION 1.15 Registrar.

                  The term "Registrar" shall mean any bank or trust company
having an office in the Borough of Manhattan, The City of New York, which shall
be appointed to register Receipts and transfers of Receipts as herein provided
and all include any co-registrar appointed by the Depositary, upon consultation
with the Company.



                                      -3-

         SECTION 1.16 Restricted Securities.

                  The term "Restricted Securities" shall mean Shares, or
Receipts representing such Shares, which are acquired directly or indirectly
from the Company or its affiliates (as defined in Rule 144 to the Securities Act
of 1933) in a transaction or chain of transactions not involving any public
offering or which are subject to resale limitations under Regulation D under
such Act or both, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Company, or which are
subject to other restrictions on sale or deposit under the laws of the United
States or France, or under a shareholder agreement or the Statuts of the
Company.

         SECTION 1.17 Securities Act of 1933.

                  The term "Securities Act of 1933" shall mean the United States
Securities Act of 1933, as from time to time amended.

         SECTION 1.18 Shares.

The term "Shares" shall mean the ordinary shares in registered or bearer form of
the Company, heretofore validly issued and outstanding and fully paid, and
nonassessable or hereafter validly issued and outstanding and fully paid and
nonassessable; provided, however, that, if there shall occur any change in
nominal value, a split-up or consolidation or any other reclassification or the
occurrence of any other event described in Section 4.08, the term "Shares" shall
thereafter also mean the successor securities resulting from such change in
nominal value, split-up or consolidation or such other reclassification or such
event described in Section 4.08.



ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER
           AND SURRENDER OF RECEIPTS

         SECTION 2.01 Form and Transferability of Receipts.

                  Definitive Receipts shall be substantially in the form set
forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. No Receipt
shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been executed by the
Depositary by the manual or facsimile signature of a duly authorized signatory
of the Depositary and if a Registrar for the Receipts shall have been appointed
countersigned by the manual or facsimile signature of a duly authorized officer
of the Registrar. The Depositary shall maintain books on which each Receipt so
executed and delivered as hereinafter provided and the transfer of each such
Receipt shall be registered. Receipts bearing the manual or facsimile signature
of a duly authorized signatory of the Depositary who was at any time a proper
signatory of the Depositary


                                      -4-

shall bind the Depositary, notwithstanding that such signatory has ceased to
hold such office prior to the execution and delivery of such Receipts by the
Registrar or did not hold such office on the date of issuance of such Receipts.

                  The Receipts may be endorsed with or have incorporated in the
text thereof such legends or recitals or modifications not inconsistent with the
provisions of this Deposit Agreement as may be required by the Depositary or
required to comply with any applicable law or regulations thereunder or with the
rules and regulations of any securities exchange upon which American Depositary
Shares may be listed or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular
Receipts are subject by reason of the date of issuance of the underlying
Deposited Securities or otherwise.

                  Title to a Receipt (and to the American Depositary Shares
evidenced thereby), when properly endorsed or accompanied by proper instruments
of transfer, shall be transferable by delivery with the same effect as in the
case of a negotiable instrument under the laws of the State of New York;
provided, however, that the Depositary, notwithstanding any notice to the
contrary, may treat the Owner thereof as the absolute owner thereof for the
purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes and the Depositary and the Company shall not have any
obligation or be subject to any liability under this Deposit Agreement to any
Beneficial Owner of a Receipt unless such Beneficial Owner is the Owner thereof.

         SECTION 2.02 Deposit of Shares.

                  Subject to the terms and conditions of this Deposit Agreement,
Shares or evidence of rights to receive Shares may be deposited by any person
(including by electronic transfer thereof) (i) in the case of Shares in
registered form, by inscription of ownership of such Shares in the name of the
Depositary in the Company's share register and in an account maintained by a
Custodian as agent on behalf of the Depositary, or (ii) in the case of Shares in
bearer form, in an account maintained by a Custodian, as accredited financial
intermediary on behalf of such Owner, in the name of the Depositary pursuant to
appropriate instructions for transfer in a form satisfactory to the Company or
the Foreign Registrar or the Custodian, as the case may be, together with all
such certifications as may be required by the Depositary or the Custodian in
accordance with the provisions of this Deposit Agreement, and, if the Depositary
requires, together with a written order directing the Depositary to execute and
deliver to, or upon the written order of, the person or persons stated in such
order a Receipt or Receipts for the number of Shares so deposited. The Company
or the Foreign Registrar or the Custodian will, upon request by the Depositary,
issue or cause to be issued written confirmations as to holdings of Shares, it
being agreed and understood that such confirmations do not constitute documents
of title. No Shares shall be accepted for deposit unless accompanied by evidence
satisfactory to the Depositary that any necessary approval has been granted by


                                      -5-

the governmental body in The Republic of France, if any, which is then
performing the function of the regulation of currency exchange or which has
jurisdiction over foreign investment or regulates foreign ownership of French
companies.

                  If required by the Depositary, Shares presented for deposit at
any time, whether or not the transfer books of the Company or the Foreign
Registrar are closed, shall also be accompanied by an agreement or assignment,
or other instrument satisfactory to the Depositary, which will provide for the
prompt transfer to the Depositary or the Custodian with respect to such Shares
of any dividend, or right to subscribe for additional Shares or to receive other
property which any person in whose name the Shares are or have been registered
may thereafter receive upon or in respect of such deposited Shares.

                  As long as the Depositary holds any Shares pursuant to this
Deposit Agreement, the Depositary shall ensure that at least one Share is owned
in the name of the Depositary and one Share is owned in the name of the
Custodian, each in registered form. All other Shares may be held either in
registered or in bearer form as permitted by the laws of The Republic of France
and the Company's statuts from time to time. The Depositary agrees that it will
not deliver Shares prior to the receipt and cancellation by it of Receipts.

         SECTION 2.03 Execution and Delivery of Receipts.

                  Upon receipt by any Custodian of any deposit pursuant to
Section 2.02 hereunder (and in addition, if the transfer books of the Company or
the Foreign Registrar, if applicable, are open, the Depositary may in its sole
discretion require a proper acknowledgment or other evidence from the Company
that any Deposited Securities have been recorded upon the books of the Company,
the Foreign Registrar or the Custodian, as applicable, in the name of the
Depositary or its nominee or such Custodian or its nominee), together with the
other documents required as above specified, such Custodian shall notify the
Depositary of such deposit and the person or persons to whom or upon whose
written order a Receipt or Receipts are deliverable in respect thereof and the
number of American Depositary Shares to be evidenced thereby. Such notification
shall be made by letter or, at the request, risk and expense of the person
making the deposit, by cable, telex or facsimile transmission. Upon receiving
such notice from such Custodian, or upon the receipt of Shares by the
Depositary, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver at its Corporate Trust Office, to or upon
the order of the person or persons entitled thereto, a Receipt or Receipts,
registered in the name or names and evidencing any authorized number of American
Depositary Shares requested by such person or persons, but only upon payment to
the Depositary of the fees of the Depositary for the execution and delivery of
such Receipt or Receipts as provided in Section 5.09, and of all taxes and
governmental charges and fees payable in connection with such deposit and the
transfer of the Deposited Securities.


                                      -6-

         SECTION 2.04 Transfer of Receipts; Combination and Split-up of
Receipts.

                  The Depositary, subject to the terms and conditions of this
Deposit Agreement, shall register transfers of Receipts on its transfer books
from time to time, upon any surrender of a Receipt, by the Owner in person or by
a person acting pursuant to a duly authorized power of attorney, properly
endorsed or accompanied by proper instruments of transfer, and duly stamped as
may be required by the laws of the State of New York and of the United States of
America. Thereupon the Depositary shall execute a new Receipt or Receipts and
deliver the same to or upon the order of the person entitled thereto evidencing
the same aggregate number of American Depositary Shares as those evidenced by
the Receipt or Receipts surrendered.

                  The Depositary, subject to the terms and conditions of this
Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose
of effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered.

                  The Depositary shall ensure that it has on hand at all times a
sufficient supply of Receipts to meet the demands for transfer.

                  The Depositary may appoint one or more co-transfer agents for
the purpose of effecting transfers, combinations and split-ups of Receipts at
designated transfer offices on behalf of the Depositary. In carrying out its
functions, a co-transfer agent may require evidence of authority and compliance
with applicable laws and other requirements by Owners or persons entitled to
Receipts and will be entitled to protection and indemnity to the same extent as
the Depositary.

         SECTION 2.05 Surrender of Receipts and Withdrawal of Shares.

                  Upon surrender at the Corporate Trust Office of the Depositary
of a Receipt for the purpose of withdrawal of the Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt, and
upon payment of the fee of the Depositary for the surrender of Receipts as
provided in Section 5.09 and payment of all taxes and governmental charges
payable in connection with such surrender and withdrawal of the Deposited
Securities, and subject to the terms and conditions of this Deposit Agreement,
the Company's Statuts and the Deposited Securities, the Owner of such Receipt
shall be entitled to the transfer of the Deposited Securities to an account in
the name of such Owner or such name as shall be designated by such Owner
maintained by the Company or the Foreign Registrar in the case of Shares in
registered form, or maintained by the Custodian, as the accredited financial
intermediary on behalf of such Owner or such person designated by such Owner in
the case of Shares in bearer form, of


                                      -7-

the amount of the Deposited Securities at the time evidenced by such Receipt.
Such transfer shall be made, as hereinafter provided, without unreasonable
delay.

                  A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Owner thereof shall
execute and deliver to the Depositary a written order directing the Depositary
to cause the Deposited Securities being withdrawn to be transferred to an
account maintained by the Company or the Foreign Registrar, in the name of such
Owner or such name as shall be designated by such Owner in the case of Shares in
registered form, or maintained by an accredited financial intermediary on behalf
of the Owner or such person designated by such Owner in the case of Shares in
bearer form. Thereupon the Depositary shall, in its discretion, effect the
transfer of, or direct one (or more) of the Custodians, subject to Sections
2.06, 3.01 and 3.02 and to the other terms and conditions of this Deposit
Agreement, to effect the transfer of the amount of Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt, except
that the Depositary may make delivery to such person or persons at the Corporate
Trust Office of the Depositary of any dividends or distributions with respect to
the Deposited Securities represented by the American Depositary Shares evidenced
by such Receipt, or of any proceeds of sale of any dividends, distributions or
rights, which may at the time be held by the Depositary.

                  In the event any transfer of Deposited Securities under this
Section 2.05 would otherwise require transfer of fractional Deposited
Securities, the Depositary may sell the amount of Deposited Securities
represented by the aggregate of such fractions and distribute the net proceeds,
all in the manner and subject to the conditions described in Section 4.01.

         SECTION 2.06 Limitations on Execution and Delivery, Transfer and
Surrender of Receipts.

                  As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination or surrender of any Receipt or
withdrawal of any Deposited Securities, the Depositary, Custodians or Registrar
may require payment from the depositor of Shares or the presenter of the Receipt
of a sum sufficient to reimburse it for any tax or other governmental charge and
any stock transfer or registration fee with respect thereto (including any such
tax or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as herein provided, may require the production of
proof satisfactory to it as to the identity and genuineness of any signature and
may also require compliance with such reasonable regulations as the Depositary
may establish consistent with the provisions of this Deposit Agreement,
including, without limitation, this Section 2.06.

                  The delivery of Receipts against deposit of Shares generally
or against deposit of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally


                                      -8-

may be suspended, during any period when the transfer books of the Depositary
are closed, or if any such action is deemed necessary or advisable by the
Depositary at any time or from time to time because of any requirement of law or
of any government or governmental body or commission, or under any provision of
this Deposit Agreement or the Statuts of the Company, or for any other reason,
subject to the provisions of Section 7.07 hereof and the provisions of the
following sentence. Notwithstanding anything to the contrary in this Deposit
Agreement, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended, subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Company or the deposit of
Shares in connection with voting at a shareholders' meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii)
compliance with any U.S. or foreign laws or governmental regulations relating to
the Receipts or to the withdrawal of the Deposited Securities. Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under this Deposit Agreement any Shares required to be registered under
the provisions of the Securities Act of 1933, unless a registration statement is
in effect as to such Shares. The Depositary shall comply with written
instructions from the Company requesting that the Depositary not accept for
deposit hereunder any Shares or rights reasonably identified in such
instructions in order to facilitate the Company's compliance with U.S.
securities laws or the laws of any state of the United States or the laws of The
Republic of France.

         SECTION 2.07 Lost Receipts, Etc.

                  In case any Receipt shall be mutilated, destroyed, lost or
stolen, the Depositary shall execute and deliver a new Receipt of like tenor in
exchange and substitution for such mutilated Receipt upon cancellation thereof,
or in lieu of and in substitution for such destroyed, lost or stolen Receipt.
Before the Depositary shall execute and deliver a new Receipt in substitution
for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed
with the Depositary (i) a request for such execution and delivery before the
Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other
reasonable requirements imposed by the Depositary.

         SECTION 2.08 Cancellation and Destruction of Surrendered Receipts.

                  All Receipts surrendered to the Depositary shall be cancelled
by the Depositary. The Depositary is authorized to destroy Receipts so
cancelled.

         SECTION 2.09 Pre-Release of Receipts.

                  Notwithstanding Section 2.03 hereof, the Depositary may
execute and deliver Receipts prior to the receipt of Shares pursuant to Section
2.02 (a "Pre-Release"). The Depositary shall not deliver Shares prior to the
receipt and cancellation of American Depositary Shares; provided, however that
the Depositary may, pursuant to Section 2.05, deliver Shares upon the receipt
and cancellation of Receipts which have been Pre-


                                      -9-

Released, whether or not such cancellation is prior to the termination of such
Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The
Depositary may receive Receipts in lieu of Shares in satisfaction of a
Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written
representation from the person to whom Receipts are to be delivered, that such
person, or its customer, (i) owns the Shares or Receipts to be remitted, as the
case may be, (ii) assigns all beneficial rights, title and interest in such
Shares or Receipts, as the case may be, to the Depositary in its capacity as
such and for the benefit of the Owners, and (iii) will not take any action with
respect to such Shares or Receipts, as the case may be, that is inconsistent
with the transfer of beneficial ownership (including, without the consent of the
Depositary, disposing of such Shares or Receipts, as the case may be), other
than in satisfaction of such Pre-Release, (b) at all times fully collateralized
with cash or such other collateral as the Depositary deems appropriate, (c)
terminable by the Depositary on not more than five (5) business days notice, and
(d) subject to such further indemnities and credit regulations as the Depositary
deems appropriate. The number of American Depositary Shares which are
outstanding at any time as a result of Pre-Release will not normally exceed
thirty percent (30%) of the Shares deposited hereunder; provided, however, that
the Depositary reserves the right to change or disregard such limit from time to
time as it deems appropriate.

                  The Depositary may retain for its own account any compensation
received by it in connection with the foregoing.

         SECTION 2.10 Direct Registration System.

                  (a) American Depositary Shares may be maintained by Owners
with the Depositary in book-entry form in the Direct Registration System. If an
Owner opts to hold American Depositary Shares in DRS, a separate entry in the
books and records of the Depositary, will be established in the name of each
registered Owner of American Depositary Shares or, if there is more than one
registered Owner for the same American Depositary Shares, in the name of all
such registered Owners of such American Depositary Shares (the registered Owner
of American Depositary Shares is referred to herein as, or if there is more than
one registered Owner of the same American Depositary Shares, such registered
Owners are collectively referred to herein as, "Registered Owner"). Upon
issuance of American Depositary Shares in DRS, the American Depositary Shares of
each Registered Owner will be registered in the name of each such Registered
Owner. Each Registered Owner will be given the option of (i) receiving a
certificate representing its American Depositary Shares, (ii) transferring such
American Depositary Shares to a broker designated unanimously by the Registered
Owner of such American Depositary Shares or (iii) maintaining their American
Depositary Shares in DRS.

                  (b) A feature of DRS (currently referred to as "Profile")
allows a broker, claiming to act on behalf of a Registered Owner of American
Depositary Shares, to direct the Depositary to transfer to such broker the
American Depositary Shares


                                      -10-

designated by such broker. The Depositary will be authorized and directed to
comply with such directions from a broker only upon receipt of prior written
authorization from the Registered Owner of such American Depositary Shares
authorizing the Depositary to transfer such American Depositary Shares either to
a broker specified by the Registered Owner (it being understood that each
Registered Owner may designate only one broker) or to any broker.

                  (c) The Depositary will not verify, determine or otherwise
ascertain the accuracy and authenticity of the prior written authorization
provided for in (b) above and it shall have no liability in relying upon such
prior written authorization.

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS

         SECTION 3.01 Filing Proofs, Certificates and Other Information.

                  Any person presenting Shares for deposit or any Owner or
Beneficial Owner of a Receipt may be required from time to time to file with the
Depositary or the Custodians such proof of citizenship or residence, exchange
control approval, payment of applicable French or other taxes or governmental
charges or legal or beneficial ownership or such information relating to the
registration on the books of the Company or the Foreign Registrar, if
applicable, and to execute such certificates and to make such representations
and warranties, as the Depositary may reasonably deem necessary or proper. The
Depositary may withhold the delivery or registration of transfer of any Receipt
or the distribution of any dividend or sale or distribution of rights or of the
proceeds thereof or the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed or such
representations and warranties made.

                  The Depositary shall provide the Company, upon the Company's
request and in a timely manner, with copies of any information or other material
which it receives pursuant to this Section 3.01.

         SECTION 3.02 Liability of Owner for Taxes.

                  If any tax or other governmental charge shall become payable
by the Custodians or the Depositary with respect to any Receipt or any Deposited
Securities represented by the American Depositary Shares evidenced by any
Receipt, such tax or other governmental charge shall be payable by the Owner of
such Receipt to the Depositary. The Depositary may refuse to effect any transfer
of such Receipt or any withdrawal of Deposited Securities represented by
American Depositary Shares evidenced by such Receipt until such payment is made,
and may withhold any dividends or other distributions, or may sell for the
account of the Owner thereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt, and may
apply such dividends or other distributions or the proceeds of any


                                      -11-

such sale in payment of such tax or other governmental charge and the Owner of
such Receipt shall remain liable for any deficiency. If the Depositary shall
sell for the account of the Owner thereof any part or all of the Deposited
Securities in order to obtain proceeds with which to pay any tax or governmental
charge, the Depositary shall reduce the number of Receipts of such Owner to
reflect the Deposited Securities sold and shall pay to the Owner any net
proceeds, or deliver to the Owner any other property, remaining after the
Depositary has paid such tax or other governmental charge.

         SECTION 3.03 Warranties on Deposit of Shares.

                  Every person depositing Shares under this Deposit Agreement
shall be deemed thereby to represent and warrant that such Shares and each
certificate therefor are validly issued, fully paid and nonassessable and that
the person making such deposit is duly authorized so to do. Every such person
shall also be deemed to represent that the deposit of Shares and the issuance of
Receipts evidencing American Depositary Shares representing such Shares does not
violate the Securities Act of 1933. Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.

         SECTION 3.04 Information Requests.

                  The Company may from time to time request Owners of Receipts
to provide information as to the capacity in which such Owners own or owned
Receipts and regarding the identity of any other persons then or previously
interested in such Receipts as to the nature of such interest and various other
matters. The Depositary agrees to use reasonable efforts to comply with written
instructions received from the Company requesting that the Depositary forward
any such requests to the Owner and to forward to the Company any responses to
such requests received by the Depositary.

         SECTION 3.05 Disclosure of Interest.

                  Notwithstanding any other provisions of this Deposit
Agreement, each Owner and Beneficial Owner of Receipts agrees to comply with the
Company's Statuts, as they may be amended from time to time, and the laws of The
Republic of France, if applicable, with respect to the disclosure requirements
regarding ownership of Shares, all as if such Receipts were, for this purpose,
the Shares represented thereby.

                  In order to facilitate compliance with the notification
requirements, an Owner or Beneficial Owner of Receipts may deliver any
notification to the Depositary and the Company with respect to Shares
represented by American Depositary Shares, and the Company shall, as soon as
practicable, forward such notification if applicable, to the Conseil des Marches
Financiers or any other authorities in The Republic of France.

                  On the date of this Agreement, the Company's Statuts provide
that any individual or entity, acting alone or in concert with others, that
acquires or disposes of,


                                      -12-

directly or indirectly, more than 0.5%, or any multiple thereof, of the
Company's outstanding share capital, voting rights or securities convertible
into the share capital of the Company, or who falls below any such level, must
notify the Company, within 15 calendar days from the date of crossing any such
threshold, of the number of Shares, voting rights or securities convertible into
the share capital of the Company that such individual or entity holds, directly
or indirectly or in concert with others. In the event of a failure to comply
with such notification requirement, upon the request of one or more shareholders
holding no less than 0.5% of the Company's share capital, the Shares (including
the Shares represented by American Depositary Shares) or rights relating to
Shares of the Company in excess of the relevant threshold will be deprived of
voting rights for all shareholder meetings until the end of a two-year period
following the date on which the Owner or the Beneficial Owner has complied with
such notification requirements.

                  The provisions described in this Section 3.05 are applicable
to Owners and Beneficial Owners, but the Company acknowledges and agrees it
shall not consider the Depositary (solely in its capacity as the Depositary),
any Custodian (solely in its capacity as a Custodian) or any agent or financial
intermediary holding an interest in a Receipt (solely to the extent such
interest is held for or on behalf of a Beneficial Owner) to be a single
shareholder holding in excess of 0.5% of the Company's outstanding share capital
or voting rights or securities convertible into the share capital of the Company
for purposes of the Company's Statuts.

ARTICLE 4. THE DEPOSITED SECURITIES

         SECTION 4.01 Cash Distributions.

                  Whenever the Depositary shall receive any cash dividend or
other cash distribution on any Deposited Securities, the Depositary shall,
subject to the provisions of Section 4.05, convert such dividend or distribution
into Dollars and shall distribute the amount thus received (net of the expenses
of the Depositary as provided in Section 5.09, if applicable) to the Owners
entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively; provided,
however, that in the event that the Company or the Depositary shall be required
to withhold and does withhold from such cash dividend or such other cash
distribution an amount on account of taxes under French or other applicable law,
the amount distributed to the Owner of the Receipts evidencing American
Depositary Shares representing such Deposited Securities shall be reduced
accordingly. The Depositary shall distribute only such amount, however, as can
be distributed without attributing to any Owner a fraction of one cent. Any such
fractional amounts shall be rounded to the nearest whole cent and so distributed
to Owners entitled thereto. The Company or its agent will remit to the
appropriate governmental agency all amounts withheld and owing to such agency.
The Depositary will forward to the Company or its agent such information from
its records as the Company may reasonably request to enable the Company or its
agent to file necessary


                                      -13-

reports with governmental agencies, and the Depositary or the Company or its
agent may file any such reports necessary to obtain benefits under the
applicable tax treaties for the Owners of Receipts.

         SECTION 4.02 Distributions Other Than Cash, Shares or Rights.

                  Subject to the provisions of Sections 4.10, 5.07 and 5.09,
whenever the Depositary shall receive any distribution other than a distribution
described in Sections 4.01, 4.03 or 4.04, the Depositary shall, as promptly as
practicable, cause the securities or property received by it to be distributed
to the Owners entitled thereto, after deduction or upon payment of any fees and
expenses of the Depositary or any taxes or other governmental charges, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, in any manner that the
Depositary, after consultation with the Company, may deem equitable and
practicable for accomplishing such distribution; provided, however, that if in
the opinion of the Depositary such distribution cannot be made proportionately
among the Owners entitled thereto, or if for any other reason (including, but
not limited to, any requirement that the Company or the Depositary withhold an
amount on account of taxes or other governmental charges) the Depositary deems
such distribution not to be feasible, the Depositary may adopt such method as it
may deem equitable and practicable for the purpose of effecting such
distribution, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees of the Depositary as provided in Section 5.09)
shall be distributed by the Depositary to the Owners entitled thereto as in the
case of a distribution received in cash pursuant to Section 4.01 hereof.

         SECTION 4.03 Distributions in Shares.

                  Subject to applicable U.S. and French law, the Company's
compliance with its obligations under Section 5.07, and to the other terms of
this Deposit Agreement, in the event that the holders of Shares are granted the
option to receive dividends on such Shares in the form of cash or additional
Shares, Owners of Receipts shall be granted the option to receive dividends on
Receipts in the form of cash or additional Receipts on an equivalent basis.

                  If any distribution upon any Deposited Securities consists of
a dividend in, or free distribution of, Shares, the Depositary shall, subject to
the Company's compliance with its obligations under Section 5.07 of this Deposit
Agreement, distribute to the Owners of outstanding Receipts entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, additional Receipts evidencing
an aggregate number of American Depositary Shares representing the amount of
Shares received as such dividend or free distribution, subject to the terms and
conditions of the Deposit Agreement with respect to the deposit of Shares and
the issuance of American Depositary Shares evidenced by Receipts, including the
withholding of any tax or other governmental charge as provided in Section 4.10
and


                                      -14-

the payment of the fees of the Depositary as provided in Section 5.09. In lieu
of delivering Receipts for fractional American Depositary Shares in any such
case, the Depositary shall sell the amount of Shares represented by the
aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.01. If additional Receipts
are not so distributed (except by reason of and in accordance with the
immediately preceding sentence), each American Depositary Share shall
thenceforth also represent the additional Shares distributed upon the Deposited
Securities represented thereby.

         SECTION 4.04 Rights.

                  In the event that the Company shall offer or cause to be
offered to the holders of any Deposited Securities any rights to subscribe for
additional Shares, securities convertible into Shares or any rights of any other
nature, the Depositary will make such rights available to the Owners entitled
thereto, provided, that without limiting the obligations of the Company under
Section 5.07, if the Depositary cannot make such rights available to the Owners
entitled thereto, the Depositary shall dispose of such rights on behalf of such
Owners and make the net proceeds available in dollars to such Owners or, if by
the terms of such rights offering or by reason of applicable law, the Depositary
can neither make such rights available to such Owners nor dispose of such rights
and make the net proceeds available to such Owners, then the Depositary shall
allow the rights to lapse; provided, however, that the Depositary will, subject
to the Company's compliance with the terms of Section 5.07 of this Deposit
Agreement, take action as follows:

                           (i) the Depositary shall distribute warrants or other
         instruments for rights to Owners entitled thereto, and, then, upon
         instruction from such an Owner pursuant to such warrants or other
         instruments to the Depositary to exercise such rights, upon payment by
         such Owner to the Depositary for the account of such Owner of an amount
         equal to the purchase price of the Shares or other property to be
         received upon the exercise of the rights, and upon payment of the fees
         of the Depositary and any other charges as set forth in such warrants
         or other instruments, the Depositary shall, on behalf of such Owner,
         exercise the rights and purchase the Shares or other property, and the
         Company shall cause the Shares or other property so purchased to be
         delivered to the Depositary on behalf of such Owner. As agent for such
         Owner, the Depositary will cause any Shares so purchased to be
         deposited pursuant to Section 2.02 of this Deposit Agreement, and
         shall, pursuant to Section 2.03 of this Deposit Agreement, execute and
         deliver Receipts to such Owner, subject to the terms and conditions of
         the Deposit Agreement with respect to the deposit of Shares and the
         issuance of American Depositary Shares evidenced by Receipts, including
         the withholding of any tax or other governmental change as provided in
         Section 4.10; or



                                      -15-

                           (ii) without limiting the Company's obligations under
         Section 5.07, if at the time of the offering of any rights the
         Depositary determines that it is not lawful to make such rights
         available to all or certain Owners by means of warrants or otherwise,
         or if the rights represented by such warrants of such other instruments
         are not exercised and appear to be about to lapse, the Depositary shall
         use its reasonable efforts to sell such rights or such warrants or
         other instruments, at public or private sale, at such place or places
         and upon such terms as it may deem reasonable and proper and allocate
         the net proceeds of such sales for the account of the Owners otherwise
         entitled to such rights, warrants or other instruments upon an averaged
         or other practicable basis without regard to any distinctions among
         such Owners because of exchange restrictions or the date of delivery of
         any Receipt or Receipts, or otherwise.

                  Without limiting the Company's obligations under Section 5.07,
if registration under the Securities Act of 1933 or any other applicable law of
the rights or the securities to which any rights relate, or any filing, report,
approval or consent of any third party is required in order for the Company to
offer such rights to Owners and to sell the securities represented by such
rights, the Depositary will not offer such rights to Owners unless and until a
registration statement is in effect, or unless the offering and sale of such
rights or securities to such Owners are exempt from registration under the
provisions of the Securities Act of 1933 or such filing, report, approval or
consent has been submitted, obtained or granted, as the case may be.

                  The Depositary shall not be responsible for any failure to
determine that it may be lawful or feasible to make such rights available to
Owners in general or any Owner in particular.

         SECTION 4.05 Conversion of Foreign Currency.

                  Whenever the Depositary or the Custodians shall receive
foreign currency, by way of dividends or other distributions or the net proceeds
from the sale of securities, property or rights, and if at the time of the
receipt thereof the foreign currency so received can be converted into Dollars
and the resulting Dollars transferred to the United States, the Depositary shall
promptly convert or cause to be converted, by sale or in any other manner that
it may determine, such foreign currency into Dollars, and such Dollars shall be
promptly distributed to the Owners entitled thereto or, if the Depositary shall
have distributed any warrants or other instruments which entitle the holders
thereof to such Dollars, then to the holders of such warrants and/or instruments
upon surrender thereof for cancellation. Such distribution may be made upon an
averaged or other practicable basis without regard to any distinctions among
Owners on account of exchange restrictions, the date of delivery of any Receipt
or otherwise and shall be net of any expenses of conversion into Dollars
incurred by the Depositary as provided in Section 5.09.



                                      -16-

                  If such conversion or distribution can be effected only with
the approval or license of any government or agency thereof, the Depositary
shall file such application for approval or license, if any, as it may deem
desirable.

                  If at any time the Depositary shall determine that any foreign
currency received by the Depositary or the Custodians is not convertible into
Dollars transferable to the United States, or if any approval or license of any
government or agency thereof which is required for such conversion is denied or
in the opinion of the Depositary is not obtainable, or if any such approval or
license is not obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency (or an
appropriate document evidencing the right to receive such foreign currency)
received by the Depositary to, or in its discretion may hold such foreign
currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

                  If any such conversion of foreign currency, in whole or in
part, cannot be legally effected for distribution to some of the Owners entitled
thereto, the Depositary may in its discretion make such conversion and
distribution in Dollars to the extent permissible to the Owners entitled thereto
and may distribute the balance of the foreign currency received by the
Depositary to, or hold such balance uninvested and without liability for
interest thereon for the respective accounts of, the Owners entitled thereto.

         SECTION 4.06 Fixing of Record Date.

                  Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or whenever
rights shall be issued with respect to the Deposited Securities, or whenever for
any reason the Depositary causes a change in the number of Shares that are
represented by each American Depositary Share, or whenever the Depositary shall
receive notice of any meeting of holders of Shares or other Deposited
Securities, whenever the Company shall request the approval of Owners pursuant
to the terms of Section 6.01, or whenever the Depositary shall find it necessary
or convenient, the Depositary shall fix a record date, which shall be the same
record date as the corresponding record date fixed by the Company, or as close
thereto as practicable, (a) for the determination of the Owners who shall be (i)
entitled to receive such dividend, distribution or rights or the net proceeds of
the sale thereof, (ii) entitled to give instructions for the exercise of voting
rights at any such meeting or (iii) entitled to give approval in accordance with
the terms of Section 6.01, or (b) on or after which each American Depositary
Share will represent the changed number of Shares. Subject to the provisions of
Sections 4.01 through 4.05 and to the other terms and conditions of this Deposit
Agreement, the Owners on such record date shall be entitled, as the case may be,
to receive the amount distributable by the Depositary with respect to such
dividend or other distribution or such rights or the net proceeds of sale
thereof in proportion to the number of American Depositary Shares held


                                      -17-

by them respectively and to give voting instructions and to act in respect of
any other such matter.

         SECTION 4.07 Voting of Deposited Securities.

         (a) Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities sent by the Company, the Depositary shall, as soon as
practicable thereafter, mail to the Owners at the Company's expense (a) an
English version of the notice of such meeting sent by the Company to the
Depositary pursuant to Section 5.06, (b) a statement that the Owners as of the
close of business on a record date established by the Depositary pursuant to
Section 4.06 hereof will be entitled, subject to any applicable provisions of
French law, the Statuts of the Company and the Deposited Securities (which
provisions, if any, shall be summarized in pertinent part in such statement), to
exercise the voting rights (subject to the procedures and restrictions detailed
below), if any, pertaining to the Shares or other Deposited Securities
represented by such Owner's American Depositary Shares, (c) English translations
of any materials or other documents provided by the Company for the purpose of
enabling such Owner to exercise such voting rights, by means of voting by mail
(formulaire de vote par correspondance) or by proxy (pouvoirs) or by proxy in
blank (pouvoirs en blanc) or otherwise, or to the extent the Company is required
by U.S. law or U.S. stock exchange rules to send the Owners a document in
English that includes substantially the same information, with an equivalent or
greater level of detail, in the aggregate, than a non-English document that is
to be sent to the holders of Shares, the Depositary may send the Owners such
English document in lieu of such non-English document and (d) a voting
instruction card (which may include a formulaire de vote par correspondance or
procuration and (when applicable) all other information, authorizations and
certifications required under French law to vote Shares in registered form and
Shares in bearer form) to be prepared by the Depositary and the Company (a
"Voting Instruction Card") (including a statement as to the manner in which
Shares with respect to which the Depositary receives an incomplete Voting
Instruction Card will be voted, provided that the Depositary shall not have the
power to exercise any voting discretion) setting forth the date established by
the Depositary for the receipt of such Voting Instruction Card (the "Receipt
Date") and setting forth the Limitation Instruction (as defined below), and
accompanied by the Voting Instruction Notice (as defined below). The Company
agrees to deliver the foregoing materials to the Depositary sufficiently in
advance of such meeting to enable the Depositary to deliver such materials to
the Owners sufficiently in advance of the Receipt Date so that the Owners and
Beneficial Owners have a sufficient period of time to complete and return their
Voting Instruction Cards prior to the Receipt Date; provided, however, that the
Depositary shall have no obligations or be subject to any liability with respect
to the Company's obligation set forth in this sentence.

         (b) The parties hereto acknowledge that, pursuant to the Company's
Statuts (as in effect as of the date of this Deposit Agreement), shareholders of
the Company owning, as defined under the Statuts of the Company and Article L
233-9 of the French Commercial


                                      -18-

Code to which those Statuts refer, in excess of 2% of the total voting power of
the Company will have their voting rights adjusted through the application of a
formula designed to limit the voting power of those shareholders to that which
they would possess if 100% of the shareholders were present at the meeting at
which the vote in question takes place. This provision is applicable to Owners
and Beneficial Owners, but the Company acknowledges and agrees it shall not
consider the Depositary (solely in its capacity as the Depositary), any
Custodian (solely in its capacity as a Custodian) or any agent or financial
intermediary holding an interest in a Receipt (solely to the extent such
interest is held for or on behalf of a Beneficial Owner) to be a single
shareholder holding in excess of 2% of the total voting power of the Company for
purposes of the Company's Statuts.

         (c) For the purposes of facilitating compliance with the provisions of
the preceding paragraph, the Depositary and the Company will require that Voting
Instruction Cards distributed to Owners and Beneficial Owners contain either an
instruction substantially in the form of the following (the "Limitation
Instruction"):

                  "By completing this Voting Instruction Card and returning it
         (1) to The Bank of New York, the Depositary for the American Depositary
         Shares (if you are voting American Depositary Shares held in
         certificated or book-entry form), or (2) to your financial intermediary
         (if you are voting American Depositary Shares held indirectly though a
         broker or financial institution), you are representing that you do not
         own (as defined in the Statuts of the Company and Article L 233-9 of
         the French Commercial Code to which those Statuts refer) or
         beneficially own more than 2% of the total voting power of Vivendi
         Universal (including your voting power through your ownership of
         American Depositary Shares)."

or, if practicable, a box that, if marked by an Owner or Beneficial Owner, will
indicate that such Owner or Beneficial Owner does not own more than 2% of the
total voting power of the Company, including through ownership of American
Depositary Shares.

         (d) Accompanying the Voting Instruction Card shall be an instruction,
substantially in the following form (the "Voting Instruction Notice"):

                  If you own, as defined under the Statuts of the Company and
         Article L 233-9 of the French Commercial Code to which those Statuts
         refer, more than 2% of Shares, including Shares held in the form of
         American Depositary Shares ([insert 2%] Shares as of [date]), you must
         contact The Bank of New York, as Depositary, at [phone number] to
         obtain instructions as to how to exercise your voting rights. The Bank
         of New York will require you to identify the total number of American
         Depositary Shares and Ordinary Shares that you own and the manner in
         which you own them, and will provide instructions as to where you
         should send this Voting Instruction Card. If you own more than 2% of
         the total voting power of Vivendi Universal, your voting rights will be
         adjusted in


                                      -19-

         accordance with Vivendi Universal's Statuts (its governing document)
         such that your actual voting power will be limited to that which you
         would possess if 100% of the shareholders were present at the
         shareholders meeting. If you own more than 2% of the total voting power
         of Vivendi Universal and submit this Voting Instruction Card without
         first contacting The Bank of New York and following its instructions,
         then your Voting Instruction Card will be invalid. An agent or
         financial intermediary is not deemed to be the owner of Shares for or
         on behalf of another person."

         (e) Any Voting Instruction Card will be invalid if submitted by any
Owner or Beneficial Owner who owns in excess of 2% of the total voting power of
the Company if the Voting Instruction Card is submitted by an Owner (other than
an agent or financial intermediary holding an interest in a Receipt for or on
behalf of a Beneficial Owner) to the Depositary or by a Beneficial Owner to an
agent or financial intermediary holding an interest in a Receipt for or on
behalf of a Beneficial Owner, in either case without first contacting the
Depositary and following its instruction as contemplated by the Voting
Instruction Notice. The Depositary agrees, upon receipt of such contact, to
promptly notify the Company of such contact and to forward the Voting
Instruction Card, upon receipt thereof, to the Company. The Company agrees to
provide the Depositary with sufficient information to fill in the number of
Shares in the Voting Instruction Notice and the Depositary shall be entitled to
rely on such information.

         (f) Upon receipt by the Depositary of a properly completed Voting
Instruction Card on or before the Receipt Date, the Depositary shall, either, in
its discretion, endeavor to vote such Deposited Securities, insofar as
practicable and permitted under any applicable provisions of French law, the
Statuts of the Company and the Deposited Securities, in accordance with the
Voting Instruction Card or forward such instructions to the Custodian, and the
Custodian shall endeavor, insofar as practicable and permitted under any
applicable provisions of French law, the Statuts of the Company and the
Deposited Securities, to vote or cause to be voted the Deposited Securities in
accordance with the Voting Instruction Card. The Depositary shall not, and shall
insure that the Custodian will not, vote or attempt to exercise the right to
vote that attaches to the Shares or other Deposited Securities other than in
accordance with such instructions or in accordance with the statement under
clause (d) of the first paragraph of this Section 4.07 as to the manner in which
Shares with respect to which the Depositary receives an incomplete Voting
Instruction Card or receives a blank proxy or a blank form for voting by mail
will be voted.

         (g) Neither the Depositary nor the Company will take any action to
impair the ability of the Custodian and the Depositary to vote the number of
Shares (including the Shares held by the Depositary in registered form)
necessary to carry out the instructions of all Owners and Beneficial Owners
under this Section.



                                      -20-

         (h) Notwithstanding the provisions of paragraph (a) of Section 6.01,
the Company and the Depositary may modify, amend or adopt additional voting
procedures from time to time as they determine may be necessary or appropriate
to comply with applicable French law or any amendment to the Company's statuts
after [the date of this amended and restated Deposit Agreement]; provided,
however, that any such procedures shall not conflict with the provisions
contained in the paragraphs (b) through (f) of this Section 4.07 and the last
two paragraphs of Section 3.05 to the extent reasonably practicable. To the
extent applicable French law would require the adoption of voting procedures
that conflict with Section 3.05 or this Section 4.07, the procedures adopted
shall be consistent to the extent reasonably practicable with the provisions of
Section 3.05 and this Section 4.07 and the purposes thereof.

         SECTION 4.08 Changes Affecting Deposited Securities.

                  In circumstances where the provisions of Section 4.03 do not
apply, upon any change in nominal value, change in par value, split-up,
consolidation or any other reclassification of Deposited Securities, or upon any
recapitalization, reorganization, merger, consolidation, liquidation or sale of
assets affecting the Company or to which it is a party, any (i) cash which shall
be received by the Depositary or the Custodian in exchange for or in conversion
of or in respect of Deposited Securities, shall be distributed in accordance
with the procedures of Section 4.01, and (ii) Shares or other securities which
shall be received by the Depositary or a Custodian in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under this Deposit Agreement, and American Depositary
Shares shall thenceforth represent, in addition to the existing Deposited
Securities, the right to receive such new Deposited Securities so received,
unless additional Receipts are delivered pursuant to the following sentence and
such cash, as described in clause (i) until distributed in accordance with
Section 4.01. In any such case the Depositary may execute and deliver additional
Receipts as in the case of a dividend in Shares, or call for the surrender of
outstanding Receipts to be exchanged for new Receipts specifically describing
such new Deposited Securities.

                  Upon any such change, conversion, or exchange covered by this
section in respect of the Deposited Securities, the Depositary shall give notice
thereof to all Owners of Receipts within 30 days following the applicable event.

         SECTION 4.09 Lists of Owners.

                  Promptly upon request by the Company, the Depositary shall, at
the expense of the Company, furnish to it a list, as of a recent date, of the
names, addresses and holdings of American Depositary Shares by all persons in
whose names Receipts are registered on the books of the Depositary.


                                      -21-

         SECTION 4.10 Withholding.

                  In the event that the Depositary determines that any
distribution in property (including Shares and rights to subscribe therefor) is
subject to any tax or other governmental charges in respect of which the
Depositary is obligated to withhold, the Depositary may by public or private
sale dispose of all or a portion of such property (including Shares and rights
to subscribe therefor) in such amounts and in such manner as the Depositary
deems necessary and practicable to pay such tax or other governmental charges
and the Depositary shall distribute the net proceeds of any such sale after
deduction of such tax or other governmental charges to the Owners entitled
thereto in proportion to the number of American Depositary Shares held by them
respectively.

                  The Depositary will use reasonable efforts to assist eligible
U.S. resident Owners and Beneficial Owners, and eligible Canadian resident
Owners and Beneficial Owners upon request, in following the procedures
established by the French Treasury for such Owners and Beneficial Owners to
recover the excess French withholding tax initially withheld and deducted in
respect of dividends and other distributions distributed to them by the Company
as well as to recover any avoir fiscal or tax credit payment to be made in
accordance with procedures established by the French Treasury.

                  Upon request of any U.S. or Canadian resident Owner or
Beneficial Owner who certifies to the Depositary that it has not already applied
for or received a tax refund from the French Treasury or that such U.S. or
Canadian resident Owner or Beneficial Owner's application for such a refund has
been rejected, the Depositary will provide a copy of French Treasury Form FR 1A
EU--No. 5052 ("Application for Refund"), or such other form as may be
promulgated from time to time by the French tax authorities for such purpose,
together with instructions to such Owners or Beneficial Owners and will arrange
for the filing with the French tax authorities of all such forms completed by
U.S. or Canadian resident Owners or Beneficial Owners and returned in sufficient
time so they may be filed with the French tax authorities by December 31 of the
year following the calendar year in which the related dividend or distribution
is paid. Upon receipt of any resulting remittance, the Depositary shall
distribute to such U.S. or Canadian residents entitled thereto, as soon as
practicable, the net proceeds in Dollars.

                  In addition, the Depositary will use reasonable efforts to
follow any procedures that may be established by the French Treasury for
eligible U.S. resident Owners and Beneficial Owners, and eligible Canadian
resident Owners and Beneficial Owners upon request, to be subject to a reduced
withholding tax rate, if available, at the time dividends are paid. In
connection therewith, the Depositary shall take reasonable steps to provide
eligible U.S. resident Owners and Beneficial Owners, and eligible Canadian
resident Owners and Beneficial Owners upon request, with such forms as may be
prescribed by the French Treasury and to take such other reasonable steps as may
be required to file such forms with the appropriate French tax authorities.


                                      -22-

         SECTION 4.11 Receipts for Taxes Paid.

If an Owner or Beneficial Owner is requested by a taxing authority to provide
substantiation of any taxes or other governmental charges paid to the Republic
of France by the Company with respect to any distribution on the Deposited
Securities, the Company shall use commercially reasonable efforts to obtain for
the Depositary an official receipt from the Republic of France (or certified
copies thereof) setting forth such amounts. The Depositary shall provide a copy
of such receipt or other documentation, received from the Company, to Owners or
Beneficial Owners upon the written request of any such Owner or Beneficial
Owner.

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

         SECTION 5.01 Maintenance of Office and Transfer Books by the
Depositary.

                  Until termination of this Deposit Agreement in accordance with
its terms, the Depositary shall maintain in the Borough of Manhattan, The City
of New York, facilities for the execution and delivery, registration,
registration of transfers and surrender of Receipts in accordance with the
provisions of this Deposit Agreement.

                  The Depositary shall keep books, at its Corporate Trust
Office, for the registration of Receipts and transfers of Receipts which at all
reasonable times shall be open for inspection by the Owners, provided that such
inspection shall not be for the purpose of communicating with Owners in the
interest of a business or object other than the business of the Company or shall
be for a matter related to this Deposit Agreement or the Receipts.

                  The Depositary may close the transfer books, at any time or
from time to time, when deemed advisable by it in connection with the
performance of its duties hereunder.

                  If any Receipts or the American Depositary Shares evidenced
thereby are listed on one or more stock exchanges in the United States, the
Depositary shall act as Registrar or appoint a Registrar or one or more
co-registrars for registry of such Receipts in accordance with any requirements
of such exchange or exchanges. Such Registrar or co-registrars may be removed
and a substitute or substitutes appointed by the Depositary upon consultation
with the Company.

                  The Company shall have the right, upon reasonable request, to
inspect the transfer and registration records of the Depositary relating to the
Receipts, to take copies thereof and to require the Depositary and any
co-registrars to supply copies at the Company's expense of such portions of such
records as the Company may reasonably request.


                                      -23-

         SECTION 5.02 Prevention or Delay in Performance by the Depositary or
the Company.

                  Neither the Depositary nor the Company nor any of their
respective directors, employees, agents or affiliates shall incur any liability
to any Owner or Beneficial Owner of any Receipt, if by reason of any provision
of any present or future law or regulation of the United States or any other
country, or of any governmental or regulatory authority or stock exchange, or by
reason of any provision, present or future, of the Statuts of the Company, or by
reason of any provision of any securities issued or distributed by the Company,
or any offering or distribution thereof, or by reason of any act of God or war
or other circumstances beyond its control, the Depositary or the Company or any
of their respective directors, employees, agents or affiliates shall be
prevented, delayed or forbidden from, or be subject to any civil or criminal
penalty on account of, doing or performing any act or thing which by the terms
of this Deposit Agreement or Deposited Securities it is provided shall be done
or performed; nor shall the Depositary or the Company or any of their respective
directors, employees, agents or affiliates incur any liability to any Owner or
Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused
as aforesaid, in the performance of any act or thing which by the terms of this
Deposit Agreement it is provided shall or may be done or performed, or by reason
of any exercise of, or failure to exercise, any discretion provided for in this
Deposit Agreement. Without limiting the Company's obligations under Section
5.07, where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or
4.03 of the Deposit Agreement, or an offering or distribution pursuant to
Section 4.04 of the Deposit Agreement, or for any other reason, such
distribution or offering may not be made available to Owners, and the Depositary
may not dispose of such distribution or offering on behalf of such Owners and
make the net proceeds available to such Owners, then the Depositary shall not
make such distribution or offering, and shall allow any rights, if applicable,
to lapse.

         SECTION 5.03 Obligations of the Depositary, the Custodians and the
Company.

                  The Company and its directors, employees, agents and
affiliates assume no obligation nor shall any of them be subject to any
liability under this Deposit Agreement to Owners or Beneficial Owners, except
that the Company agrees to perform its obligations specifically set forth in
this Deposit Agreement without negligence or bad faith.

                  The Depositary and its directors, employees, agents and
affiliates assume no obligation nor shall any of them be subject to any
liability under this Deposit Agreement to Owners or Beneficial Owners
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities), except that the Depositary agrees to perform its
obligations specifically set forth in this Deposit Agreement without negligence
or bad faith.



                                      -24-

                  Neither the Depositary nor the Company nor any of their
respective directors, employees, agents and affiliates shall be under any
obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in their respective opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability shall be
furnished as often as may be required, and the Custodians shall not be under any
obligation whatsoever with respect to such proceedings, the responsibility of
the Custodians being solely to the Depositary.

                  Neither the Depositary nor the Company nor any of their
respective directors, employees, agents and affiliates shall be liable for any
action or nonaction by any of them in reliance upon the advice of or information
from legal counsel, accountants, any person presenting Shares for deposit, any
Owner or any other person believed by any of them in good faith to be competent
to give such advice or information.

                  The Depositary shall not be liable for any acts or omissions
made by a successor depositary whether in connection with a previous act or
omission of the Depositary or in connection with any matter arising wholly after
the removal or resignation of the Depositary, provided that in connection with
the issue out of which such potential liability arises the Depositary performed
its obligations without negligence or bad faith while it acted as Depositary.

                  The Depositary shall not be responsible for any failure to
carry out any instructions to vote any of the Deposited Securities, or for the
manner in which any such vote is cast or the effect of any such vote, provided
that any such action or nonaction is in good faith.

                  No disclaimer of liability under the Securities Act of 1933 is
intended by any provision of this Deposit Agreement.

         SECTION 5.04 Resignation and Removal of the Depositary.

                  The Depositary may at any time resign as Depositary hereunder
by written notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided.

                  The Depositary may at any time be removed by the Company by 90
days prior written notice of such removal which shall become effective upon the
later to occur of (i) the 90th day after delivery of the notice to the
Depositary, or (ii) the appointment of a successor depositary and its acceptance
of such appointment as hereinafter provided.

                  In case at any time the Depositary acting hereunder shall
resign or be removed, the Company shall use its best efforts to appoint a
successor depositary, which shall be a bank or trust company having an office in
the Borough of Manhattan, The City


                                      -25-

of New York. Every successor depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor; but such predecessor, nevertheless,
upon payment of all sums due it and on the written request of the Company shall
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver
all right, title and interest in the Deposited Securities to such successor, and
shall deliver to such successor a list of the Owners of all outstanding
Receipts. Any such successor depositary shall promptly mail notice of its
appointment to the Owners.

                  Any corporation into or with which the Depositary may be
merged or consolidated shall be the successor of the Depositary without the
execution or filing of any document or any further act.

         SECTION 5.05 The Custodians.

                  The Custodians shall be subject at all times and in all
respects to the directions of the Depositary and shall be responsible solely to
it. Any Custodian may resign and be discharged from its duties hereunder by
notice of such resignation delivered to the Depositary at least 30 days prior to
the date on which such resignation is to become effective. If upon such
resignation there shall be no Custodian acting hereunder, the Depositary shall,
promptly after receiving such notice, appoint a substitute custodian or
custodians which shall be an accredited financial intermediary acting through a
specified office in The Republic of France and approved by the Company, each of
which shall thereafter be a Custodian hereunder. Whenever the Depositary in its
discretion determines that it is in the best interest of the Owners to do so, it
may appoint, with notice to the Company, a substitute or additional custodian or
custodians which shall be an accredited financial intermediary acting through a
specified office in The Republic of France, each of which shall thereafter be
one of the Custodians hereunder. The Depositary may and, at a reasonable request
of the Company, shall discharge any Custodian at any time upon notice to the
Custodian being discharged. Upon demand of the Depositary any Custodian shall
deliver such of the Deposited Securities held by it as are requested of it to
any other Custodian or such substitute or additional custodian or custodians.
Each such substitute or additional custodian shall deliver to the Depositary,
forthwith upon its appointment, an acceptance of such appointment satisfactory
in form and substance to the Depositary.

                  Upon the appointment of any successor depositary hereunder,
each Custodian then acting hereunder shall forthwith become, without any further
act or writing, the agent hereunder of such successor depositary and the
appointment of such successor depositary shall in no way impair the authority of
each Custodian hereunder; but the successor depositary so appointed shall,
nevertheless, on the written request of any Custodian, execute and deliver to
such Custodian all such instruments as may be


                                      -26-

proper to give to such Custodian full and complete power and authority as agent
hereunder of such successor depositary.

         SECTION 5.06 Notices and Reports.

                  On or before the first date on which the Company gives notice,
by publication or otherwise, of any meeting of holders of Shares or other
Deposited Securities, or of any adjourned meeting of such holders, or of the
taking of any action in respect of any cash or other distributions or the
offering of any rights, the Company agrees to transmit to the Depositary and the
Custodians an English translation, if not already in English, of the notice
thereof in the form given or to be given to holders of Shares or other Deposited
Securities.

                  The Company will arrange for the translation into English, if
not already in English, and the prompt transmittal by the Company to the
Depositary and the Custodians of all notices and any other reports and
communications, including proxy materials, (i) which the Company delivers to the
holders of Shares or (ii) which the Company makes available for inspection by
holders of its Shares. The Depositary will arrange for the mailing to all
Owners, at the Company's expense, of copies of such notices, reports and
communications referenced in clause (i) of the preceding sentence. The
Depositary will make available for inspection by Owners, at its Corporate Trust
Office, the documents referred to in clause (ii) of the second preceding
sentence. The Company will timely provide the Depositary with the quantity of
such notices, reports, and communications, as requested by the Depositary from
time to time, in order for the Depositary to effect such mailings or to make
such documents available for inspection. Notwithstanding the foregoing, if the
Company is required by U.S. law or U.S. stock exchange rules to send the Owners
a document in English that includes substantially the same information, with an
equivalent or greater level of detail, in the aggregate, than a non-English
document that is to be sent to the holders of Shares, the Company may timely
provide the Depositary such English document in lieu of such non-English
document.

         SECTION 5.07 Distribution of Additional Shares, Rights, etc.

                  The Depositary shall not be required to make any distribution
pursuant to Sections 4.02, 4.03 or 4.04 unless the Company shall instruct it to
do so and, at the request of the Depositary, the Company shall provide the
Depositary with evidence reasonably satisfactory to the Depositary (including a
legal opinion as provided for below) that such distribution is legally
permissible. The Company agrees with Owners to take all actions necessary,
including providing the Depositary with written instructions as required above
and the opinions required pursuant to this Section, to cause the distribution to
Owners of all Shares, rights and anything else distributed to the holders of
Shares to the same extent and in the same form as any distributions made to the
holders of Shares, except that Owners shall receive Receipts in lieu of Shares
when Shares are distributed to holders of Shares. The Company agrees with Owners
to register Shares,


                                      -27-

rights, Receipts and any other securities to be distributed under applicable
laws, if required thereunder, and to take all other actions necessary to permit
those distributions to be made to the Owners entitled thereto. The Company
agrees with Owners that it shall not make any distribution to the holders of
Shares or offer or cause to be offered to the holders of any Shares any rights
to subscribe for additional Shares or any securities, property or rights of any
other nature, unless (i) such distribution or offer is substantially
contemporaneously made to Owners and (ii) in the case of rights, such Owners can
exercise the rights upon the payment of the applicable exercise price and
otherwise on substantially the same terms as rights offered to holders of
Shares, subject to any payments in accordance with Section 5.09.

                  The Company agrees that in the event of any issuance or
distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3)
securities convertible into Shares, or (4) rights to subscribe for such
securities (each a "Distribution"), the Company will promptly furnish to the
Depositary a written opinion from U.S. counsel for the Company, which counsel
shall be satisfactory to the Depositary, stating whether or not the Distribution
requires a Registration Statement under the Securities Act of 1933 to be in
effect prior to making such Distribution available to Owners entitled thereto.
If in the opinion of such counsel a Registration Statement is required, such
counsel shall furnish to the Depositary a written opinion as to whether or not
there is a Registration Statement in effect which will cover such Distribution.

                  The Company agrees with the Depositary that neither the
Company nor any company controlled by, controlling or under common control with
the Company will at any time deposit any Shares, either originally issued or
previously issued and reacquired by the Company or any such affiliate, unless a
Registration Statement is in effect as to such Shares under the Securities Act
of 1933 or registration is not required thereunder.

                  The Depositary shall have no obligations or be subject to any
liability with respect to the Company's obligations set forth in this Section.

         SECTION 5.08 Indemnification.

                  The Company agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodians against, and hold each of
them harmless from, any liability or expense (including, but not limited to, the
fees and expenses of counsel) which may arise out of acts performed or omitted,
in accordance with the provisions of this Deposit Agreement and of the Receipts,
as the same may be amended, modified or supplemented from time to time, (i) by
either the Depositary or a Custodian or their respective directors, employees,
agents and affiliates, except for any liability or expense arising out of the
negligence or bad faith of either of them, provided, however, that the Company
agrees to indemnify the Depositary, its directors, employees, agents and
affiliates and any Custodians against, and hold each of them harmless from, any
liability or expense (including, but not limited to, the fees and expenses of
counsel)


                                      -28-

which may arise out of acts performed or omitted, in accordance with the terms
of Sections 5.07 and 6.01, by either the Depositary or a Custodian or their
respective directors, employees, agents and affiliates, except for any liability
or expense arising out of the gross negligence or willful misconduct of either
of them, or (ii) by the Company or any of its directors, employees, agents and
affiliates.

                  The indemnities contained in the preceding paragraph shall not
extend to any liability or expense which may arise out of any Pre-Release (as
defined in Section 2.09) but only to the extent that any such liability or
expense arises in connection with (a) any United States Federal, state or local
income tax laws, or (b) the failure of the Depositary to deliver Deposited
Securities when required under the terms of Section 2.05 hereof. However, the
indemnities contained in the preceding paragraph shall apply to any liability or
expense which may arise out of any misstatement or alleged misstatement or
omission or alleged omission in any registration statement, proxy statement,
prospectus (or placement memorandum), or preliminary prospectus (or preliminary
placement memorandum) relating to the offer or sale of American Depositary
Shares, except to the extent any such liability or expense arises out of (i)
information relating to the Depositary or any Custodian, as applicable,
furnished in writing and not materially changed or altered by the Company
expressly for use in any of the foregoing documents, or (ii) if such information
is provided, the failure to state a material fact necessary to make the
information provided not misleading.

                  Except as provided in the following sentence, the Depositary
agrees to indemnify the Company, its directors, employees, agents and affiliates
and hold them harmless from any liability or expense which may arise out of acts
performed or omitted by the Depositary or its Custodians or their respective
directors, employees, agents and affiliates due to their negligence or bad
faith. Notwithstanding the foregoing sentence, the Depositary agrees to
indemnify the Company, its directors, employees, agents and affiliates and hold
them harmless from any liability or expense which may arise out of acts
performed or omitted in accordance with the terms of Sections 5.07 and 6.01 by
the Depositary due only to its gross negligence or willful misconduct.

                  If an action, proceeding (including, but not limited to, any
governmental investigation), claim or dispute (collectively, a "Proceeding") in
respect of which indemnity may be sought by either party is brought or asserted
against the other party, the party seeking indemnification (the "Indemnitee")
shall promptly (and in no event more than ten (10) days after receipt of notice
of such Proceeding) notify the party obligated to provide such indemnification
(the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so
notify the Indemnitor shall not impair the Indemnitee's ability to seek
indemnification from the Indemnitor (but only for costs, expenses and
liabilities incurred after such notice) unless such failure adversely affects
the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon
receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to
participate in such Proceeding and, to the extent that it shall so desire and
provided no conflict of interest exists as specified in


                                      -29-

clause (b) below or there are no other defenses available to Indemnitee as
specified in clause (d) below, to assume the defense thereof with counsel
reasonably satisfactory to the Indemnitee (in which case all attorney's fees and
expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith
defend the Indemnitee). The Indemnitee shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be borne by the Indemnitee unless
(a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the
Indemnitee shall have reasonably and in good faith concluded that there is a
conflict of interest between the Indemnitor and the Indemnitee in the conduct of
the defense of such action, (c) the Indemnitor fails, within ten (10) days prior
to the date the first response or appearance is required to be made in such
Proceeding, to assume the defense of such Proceeding with counsel reasonably
satisfactory to the Indemnitee or (d) there are legal defenses available to
Indemnitee that are different from or are in addition to those available to the
Indemnitor. No compromise or settlement of such Proceeding may be effected by
either party without the other party's consent unless (i) there is no finding or
admission of any violation of law and no effect on any other claims that may be
made against such other party and (ii) the sole relief provided is monetary
damages that are paid in full by the party seeking the settlement. Neither party
shall have any liability with respect to any compromise or settlement effected
without its consent, which shall not be unreasonably withheld. The Indemnitor
shall have no obligation to indemnify and hold harmless the Indemnitee from any
loss, expense or liability incurred by the Indemnitee as a result of a default
judgment entered against the Indemnitee unless such judgment was entered after
the Indemnitor agreed, in writing, to assume the defense of such Proceeding.

         SECTION 5.09 Charges of Depositary.

                  The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Company from time to time. The Depositary shall present its statement for
such charges and expenses to the Company once every three months. The charges
and expenses of the Custodians are for the sole account of the Depositary.

                  The following charges shall be incurred and payable by any
party depositing or withdrawing Shares or by any party surrendering Receipts or
to whom Receipts are issued (including, without limitation, issuance pursuant to
a stock dividend or stock split declared by the Company or an exchange of stock
regarding the Receipts or Deposited Securities or a distribution of Receipts
pursuant to Section 4.03), whichever applicable: (1) taxes and other
governmental charges, (2) such registration fees as may from time to time be in
effect for the registration of transfers of Shares generally on the Share
register of the Company or Foreign Registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodians or their
nominee on the making of deposits or withdrawals hereunder, (3) such cable,
telex and facsimile


                                      -30-

transmission expenses as are expressly provided in this Deposit Agreement to be
at the expense of persons depositing Shares or Owners, (4) such expenses as are
incurred by the Depositary in the conversion of foreign currency pursuant to
Section 4.05, (5) a fee not in excess of $5.00 per 100 American Depositary
Shares (or portion thereof) for the execution and delivery of Receipts pursuant
to Sections 2.03 or 4.03 and the surrender of Receipts and withdrawal of the
Deposited Securities pursuant to Section 2.05, (6) a fee not in excess of $0.02
per American Depositary Share (or portion thereof) for any cash distribution
pursuant to Section 4.01, except for distributions of cash dividends and (7) a
fee for, and deduct such fee from, the distribution of proceeds of sales of
securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee
being in an amount equal to the fee for the issuance of American Depositary
Shares referred to above which would have been charged as a result of the
deposit by Owners of securities (for purposes of this clause 7 treating all such
securities as if they were Shares) or Shares received in exercise of rights
distributed to them pursuant to Section 4.02 or 4.04, respectively, but which
securities or rights are instead sold by the Depositary and the net proceeds
distributed.

                  The Depositary, subject to Section 2.09 hereof, may own and
deal in any class of securities of the Company and its affiliates and in
Receipts.

         SECTION 5.10 Retention of Depositary Documents.

                  The Depositary is authorized to destroy those documents,
records, bills and other data compiled during the term of this Deposit Agreement
at the times permitted by the laws or regulations governing the Depositary
unless the Company requests that such papers be retained for a longer period or
turned over to the Company or to a successor depositary.

         SECTION 5.11 Exclusivity.

                  The Company agrees not to appoint any other depositary for
issuance of American Depositary Receipts so long as The Bank of New York is
acting as Depositary hereunder.

         SECTION 5.12 List of Restricted Securities Owners.

                  From time to time, the Company shall provide to the Depositary
a list setting forth, to the actual knowledge of the Company, those persons or
entities who beneficially own Restricted Securities and the Company shall update
that list on a regular basis. The Company agrees to advise in writing each of
the persons or entities so listed that such Restricted Securities are ineligible
for deposit hereunder. The Depositary may rely on such a list or update but
shall not be liable for any action or omission made in reliance thereon.


                                      -31-

ARTICLE 6. AMENDMENT AND TERMINATION

         SECTION 6.01 Amendment.

                  (a) Except as otherwise provided in this Section, the form of
the Receipts and any provisions of this Deposit Agreement may at any time and
from time to time be amended by agreement between the Company and the Depositary
without the consent of Owners or Beneficial Owners of American Depositary
Receipts in any respect which they may deem necessary or desirable.
Notwithstanding the foregoing, (i) the provisions of Sections 4.07 and 5.07 of
this Deposit Agreement shall not be amended, modified or supplemented in any
manner adverse to the Owners or Beneficial Owners without the affirmative,
written approval of the Owners holding Receipts evidencing at least a majority
of the Deposited Securities held by or on behalf of the Depositary hereunder as
of a record date set by the Depositary pursuant to Section 4.06, and (ii) this
Deposit Agreement and the form of the Receipt shall not be amended, modified or
supplemented in any manner which shall materially and adversely affect the
rights of the Owners or Beneficial Owners unless such amendment, modification or
supplement shall have been affirmatively approved in writing by the Owners
holding Receipts evidencing at least a majority of the Deposited Securities held
by or on behalf of the Depositary hereunder as of a record date set by the
Depositary pursuant to Section 4.06. The Depositary shall not be required to
effect any amendment, modification or supplement to this Deposit Agreement
without the approval of the Owners to the extent required in the preceding
sentence unless, in the case of clause (i) of the preceding sentence, the
Company shall have first certified in writing to the Depositary, which
certification the Depositary shall be entitled to rely on in full, that such
amendment, modification or supplement does not adversely affect the rights of
Owners or Beneficial Owners and, in the case of clause (ii) of the preceding
sentence, the Company shall have first certified in writing to the Depositary,
which certification the Depositary shall be entitled to rely on in full, that
such amendment, modification or supplement does not materially and adversely
affect the rights of Owners or Beneficial Owners. Notwithstanding the foregoing
two sentences, in no event shall approval of Owners be required for amendments,
modifications or supplements made (i) to comply with applicable law or rules and
regulations thereunder, the Company's statuts or with the rules and regulations
of any securities exchange upon which American Depositary Shares may be listed,
(ii) to increase the fees or charges of the Depositary or (iii) to change the
number of Shares that are represented by each American Depositary Share.

                  (b) Any amendment which shall impose or increase any fees or
charges (other than taxes and other governmental charges, registration fees,
cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial existing right of
Owners, shall, however, not become effective as to outstanding Receipts until
the expiration of thirty days after notice of such amendment shall have been
given to the Owners of outstanding Receipts (such notice shall not be required
if approval of Owners is obtained under subparagraph (a) above).


                                      -32-

Every Owner, at the time any amendment so becomes effective, shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by the Deposit Agreement as amended thereby. In no event shall any
amendment impair the right of the Owner of any Receipt to surrender such Receipt
and receive therefor the Deposited Securities represented thereby, except in
order to comply with mandatory provisions of applicable law.

         The Depositary shall have no responsibility or liability with respect
to any of the Company's obligations set forth in this Section 6.01.

         SECTION 6.02 Termination.

                  The Depositary shall, at any time at the direction of the
Company, terminate this Deposit Agreement by mailing notice of such termination
to the Owners of all Receipts then outstanding at least 90 days prior to the
date fixed in such notice for such termination; provided, however, that the
Company agrees with all then Owners that it will not terminate the Deposit
Agreement unless it has caused the Shares or other Deposited Securities (all of
which will be distributed to Owners upon surrender of their Receipts pursuant to
this Section 6.02) to be listed on the New York Stock Exchange or the Nasdaq
National Market.

                  The Depositary may likewise terminate this Deposit Agreement
by mailing notice of such termination to the Company and the Owners of all
Receipts then outstanding, if at any time 90 days shall have expired after the
Depositary shall have delivered to the Company a written notice of its election
to resign and a successor depositary shall not have been appointed and accepted
its appointment as provided in Section 5.04. In the event the Company receives
such notice of termination from the Depositary, the Company agrees with all then
Owners that it shall use its reasonable best efforts to either (i) appoint a
successor depositary and enter into a deposit agreement having terms no less
favorable to the Owners and Beneficial Owners than such holders have pursuant to
this Deposit Agreement or (ii) cause the Shares or other Deposited Securities
(all of which shall be distributed to Owners of Receipts upon surrender of their
Receipts pursuant to this Section 6.02) to be listed on the New York Stock
Exchange or the Nasdaq National Market prior to such termination.

                  On and after the date of termination, the Owner of a Receipt
will, upon (a) surrender of such Receipt at the Corporate Trust Office of the
Depositary, (b) payment of the fee of the Depositary for the surrender of
Receipts referred to in Section 2.05, and (c) payment of any applicable taxes or
governmental charges, be entitled to delivery, to him or upon his order, of the
amount of Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt. If any Receipts shall remain outstanding after the
date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends to the Owners thereof, and shall not give any further notices or
perform any further acts under this Deposit Agreement, except that the
Depositary shall continue to


                                      -33-

collect dividends and other distributions pertaining to Deposited Securities,
shall sell rights and other property as provided in this Deposit Agreement, and
shall continue to deliver Deposited Securities, together with any dividends or
other distributions received with respect thereto and the net proceeds of the
sale of any rights or other property, in exchange for Receipts surrendered to
the Depositary (after deducting, in each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of this Deposit Agreement,
and any applicable taxes or governmental charges). At any time after the
expiration of one year from the date of termination, the Depositary may sell the
Deposited Securities then held hereunder and may thereafter hold uninvested the
net proceeds of any such sale, together with any other cash then held by it
hereunder, unsegregated and without liability for interest, for the pro rata
benefit of the Owners of Receipts which have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect
to such net proceeds. After making such sale, the Depositary shall be discharged
from all obligations under this Deposit Agreement, except to account for such
net proceeds and other cash (after deducting, in each case, the fee of the
Depositary for the surrender of a Receipt, any expenses for the account of the
Owner of such Receipt in accordance with the terms and conditions of this
Deposit Agreement, and any applicable taxes or governmental charges). Upon the
termination of this Deposit Agreement, the Company shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the
Depositary under Sections 5.08 and 5.09 hereof which shall survive termination
of this Deposit Agreement.

                  The Depositary shall have no responsibility or liability with
respect to any of the Company's obligations set forth in this Section 6.02.

ARTICLE 7. MISCELLANEOUS

         SECTION 7.01 Counterparts.

                  This Deposit Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument. Copies of this
Deposit Agreement shall be filed with the Depositary and the Custodians and
shall be open to inspection by any Owner or Beneficial Owner of a Receipt during
business hours.

         SECTION 7.02 No Third Party Beneficiaries.

                  This Deposit Agreement is for the exclusive benefit of the
Company, the Depositary, and the Owners and Beneficial Owners from time to time,
and shall not be deemed to give any legal or equitable right, remedy or claim
whatsoever to any other person.


                                      -34-

         SECTION 7.03 Severability.

                  In case any one or more of the provisions contained in this
Deposit Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall in no way be affected,
prejudiced or disturbed thereby.

         SECTION 7.04 Owners and Beneficial Owners as Parties; Binding Effect.

                  The Owners and Beneficial Owners of Receipts from time to time
shall be parties to this Deposit Agreement and shall be bound by all of the
terms and conditions hereof and of the Receipts by acceptance thereof.

         SECTION 7.05 Notices.

                  Any and all notices to be given to the Company shall be deemed
to have been duly given if personally delivered or sent by mail or cable, telex
or facsimile transmission confirmed by letter, addressed to Vivendi Universal,
42, avenue de Friedland, 75380 Paris, France, or any other place to which the
Company may have transferred its principal office.

                  Any and all notices to be given to the Depositary shall be
deemed to have been duly given if in English and personally delivered or sent by
mail or cable, telex or facsimile transmission confirmed by letter, addressed to
The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention:
American Depositary Receipt Administration, or any other place to which the
Depositary may have transferred its Corporate Trust Office.

                  Any and all notices to be given to any Owner shall be deemed
to have been duly given if personally delivered or sent by mail or cable, telex
or facsimile transmission confirmed by letter, addressed to such Owner at the
address of such Owner as it appears on the transfer books for Receipts of the
Depositary, or, if such Owner shall have filed with the Depositary a written
request that notices intended for such Owner be mailed to some other address, at
the address designated in such request.

                  Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effective at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable,
telex or facsimile transmission) is deposited, postage prepaid, in a post-office
letter box. The Depositary or the Company may, however, act upon any cable,
telex or facsimile transmission received by it, notwithstanding that such cable,
telex or facsimile transmission shall not subsequently be confirmed by letter as
aforesaid.


                                      -35-

         SECTION 7.06 Governing Law.

                  This Deposit Agreement and the Receipts shall be interpreted
and all rights hereunder and thereunder and provisions hereof and thereof shall
be governed by the laws of the State of New York.

         SECTION 7.07 Compliance with U.S. Securities Laws.

                  Notwithstanding anything in this Deposit Agreement to the
contrary, the Company and the Depositary each agrees that it will not exercise
any rights it has under this Deposit Agreement to prevent the withdrawal or
delivery of Deposited Securities in a manner which would violate the U.S.
securities laws, including but not limited to, Section I.A.(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to
time, under the Securities Act of 1933.

         SECTION 7.08 Effective Date.

                  The Effective Date of this amended and restated Deposit
Agreement shall be December 8, 2000. Notwithstanding the foregoing sentence, in
the event the proposed combination of Vivendi, The Seagram Company Ltd. and
Canal Plus S.A. into the Issuer has not been completed by the open of business
in New York on December 11, 2000, the Effective Date will be deemed not to have
occurred and the terms and conditions of this amended and restated Deposit
Agreement will not take effect. In such event, all Receipts issued to the
Company and its Affiliates between December 8, 2000 and December 11, 2000 shall
be deemed automatically surrendered and cancelled and the Deposited Securities
in respect of such Receipts shall be returned to the Company, and the rights and
obligations of the Issuer, the Depositary and all Owners and Beneficial Owners
of Receipts from time to time shall be governed by the terms and conditions of
the Deposit Agreement dated as of April 19, 1995, as amended and restated as of
September 11, 2000.


                                      -36-

         IN WITNESS WHEREOF, VIVENDI UNIVERSAL and THE BANK OF NEW YORK have
duly executed this agreement as of the day and year first set forth above and
all Owners and Beneficial Owners shall become parties hereto upon acceptance by
them of Receipts issued in accordance with the terms hereof.

                                         VIVENDI UNIVERSAL



                                         By: /s/ Guillaume Hannezo
                                            -----------------------------------
                                             Guillaume Hannezo


                                         THE BANK OF NEW YORK,
                                                as Depositary


                                         By: /s/ David B. Stueber
                                            -----------------------------------
                                             David B. Stueber
                                             Vice President





                                      -37-

                                TABLE OF CONTENT

                                                                                          
ARTICLE 1. DEFINITIONS ...................................................................     1

   SECTION 1.01  AMERICAN DEPOSITARY SHARES ..............................................     1
   SECTION 1.02  BENEFICIAL OWNER ........................................................     1
   SECTION 1.03  COMMISSION ..............................................................     2
   SECTION 1.04  COMPANY .................................................................     2
   SECTION 1.05  CUSTODIANS ..............................................................     2
   SECTION 1.06  DELIVER; ENDORSE; EXECUTE; ISSUE; REGISTER; SURRENDER; TRANSFER; CANCEL .     2
   SECTION 1.07  DEPOSIT AGREEMENT .......................................................     2
   SECTION 1.08  DEPOSITARY; CORPORATE TRUST OFFICE ......................................     2
   SECTION 1.09  DEPOSITED SECURITIES ....................................................     3
   SECTION 1.10  DIRECT REGISTRATION SYSTEMS; DRS ........................................     3
   SECTION 1.11  DOLLARS; EURO ...........................................................     3
   SECTION 1.12  FOREIGN REGISTRAR .......................................................     3
   SECTION 1.13  OWNER ...................................................................     3
   SECTION 1.14  RECEIPTS ................................................................     3
   SECTION 1.15  REGISTRAR ...............................................................     3
   SECTION 1.16  RESTRICTED SECURITIES ...................................................     4
   SECTION 1.17  SECURITIES ACT OF 1933 ..................................................     4
   SECTION 1.18  SHARES ..................................................................     4

ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND
           SURRENDER OF RECEIPTS .........................................................     4

   SECTION 2.01  FORM AND TRANSFERABILITY OF RECEIPTS ....................................     4
   SECTION 2.02  DEPOSIT OF SHARES .......................................................     5
   SECTION 2.03  EXECUTION AND DELIVERY OF RECEIPTS ......................................     6
   SECTION 2.04  TRANSFER OF RECEIPTS; COMBINATION AND SPLIT-UP OF RECEIPTS ..............     7
   SECTION 2.05  SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES ..........................     7
   SECTION 2.06  LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS     8
   SECTION 2.07  LOST RECEIPTS, ETC. .....................................................     9
   SECTION 2.08  CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS ....................     9
   SECTION 2.09  PRE-RELEASE OF RECEIPTS .................................................     9
   SECTION 2.10  DIRECT REGISTRATION SYSTEM ..............................................    10

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS ...............    11

   SECTION 3.01  FILING PROOFS, CERTIFICATES AND OTHER INFORMATION .......................    11
   SECTION 3.02  LIABILITY OF OWNER FOR TAXES ............................................    11
   SECTION 3.03  WARRANTIES ON DEPOSIT OF SHARES .........................................    12
   SECTION 3.04  INFORMATION REQUESTS ....................................................    12
   SECTION 3.05  DISCLOSURE OF INTEREST ..................................................    12

ARTICLE 4. THE DEPOSITED SECURITIES ......................................................    13

   SECTION 4.01  CASH DISTRIBUTIONS ......................................................    13
   SECTION 4.02  DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS .........................    14
   SECTION 4.03  DISTRIBUTIONS IN SHARES .................................................    14
   SECTION 4.04  RIGHTS ..................................................................    15
   SECTION 4.05  CONVERSION OF FOREIGN CURRENCY ..........................................    16
   SECTION 4.06  FIXING OF RECORD DATE ...................................................    17
   SECTION 4.07  VOTING OF DEPOSITED SECURITIES ..........................................    18



                                                                                          
   SECTION 4.08  CHANGES AFFECTING DEPOSITED SECURITIES ..................................    21
   SECTION 4.09  LISTS OF OWNERS .........................................................    21
   SECTION 4.10  WITHHOLDING .............................................................    22
   SECTION 4.11  RECEIPTS FOR TAXES PAID .................................................    23

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY ................................    23

   SECTION 5.01  MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE DEPOSITARY ..............    23
   SECTION 5.02  PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY OR THE COMPANY .....    24
   SECTION 5.03  OBLIGATIONS OF THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY ...........    24
   SECTION 5.04  RESIGNATION AND REMOVAL OF THE DEPOSITARY ...............................    25
   SECTION 5.05  THE CUSTODIANS ..........................................................    26
   SECTION 5.06  NOTICES AND REPORTS .....................................................    27
   SECTION 5.07  DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC. .........................    27
   SECTION 5.08  INDEMNIFICATION .........................................................    28
   SECTION 5.09  CHARGES OF DEPOSITARY ...................................................    30
   SECTION 5.10  RETENTION OF DEPOSITARY DOCUMENTS .......................................    31
   SECTION 5.11  EXCLUSIVITY .............................................................    31
   SECTION 5.12  LIST OF RESTRICTED SECURITIES OWNERS ....................................    31

ARTICLE 6. AMENDMENT AND TERMINATION .....................................................    32

   SECTION 6.01  AMENDMENT ...............................................................    32
   SECTION 6.02  TERMINATION .............................................................    33

ARTICLE 7. MISCELLANEOUS .................................................................    34

   SECTION 7.01  COUNTERPARTS ............................................................    34
   SECTION 7.02  NO THIRD PARTY BENEFICIARIES ............................................    34
   SECTION 7.03  SEVERABILITY ............................................................    35
   SECTION 7.04  OWNERS AND BENEFICIAL OWNERS AS PARTIES;  BINDING EFFECT ................    35
   SECTION 7.05  NOTICES .................................................................    35
   SECTION 7.06  GOVERNING LAW ...........................................................    36
   SECTION 7.07  COMPLIANCE WITH U.S. SECURITIES LAWS ....................................    36
   SECTION 7.08  EFFECTIVE DATE ..........................................................    36




                                      -ii-

                                    EXHIBIT A

                                                  AMERICAN DEPOSITARY SHARES
                                                 (Each American Depositary Share
                                                 represents one deposited Share)

         THE RIGHT OF OWNERS OF RECEIPTS TO DIRECT THE VOTING OF SHARES MAY BE
         RESTRICTED. SEE PARAGRAPHS 16 AND 22 OF THIS RECEIPT.

                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
                             FOR ORDINARY SHARES OF
                     THE NOMINAL VALUE OF 5.50 EUROS EACH OF
                                VIVENDI UNIVERSAL
             (INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF FRANCE)



                  The Bank of New York, as depositary (hereinafter called the
"Depositary"), hereby certifies that___________________________________________
__________________________________, or registered assigns IS THE OWNER OF
__________________________________________________________.

                           AMERICAN DEPOSITARY SHARES

representing deposited ordinary shares, nominal value of 5.50 Euros each (herein
called "Shares") of Vivendi Universal, incorporated under the laws of The
Republic of France (herein called the "Company"). At the date hereof, each
American Depositary Share represents one Share deposited or subject to deposit
under the Deposit Agreement (as such term is hereinafter defined) at the Paris,
France office of BNP Paribas, the Nantes, France office of Societe Generale and
the Paris, France office of Credit Lyonnais (herein collectively called the
"Custodians"). The Depositary's Corporate Trust Office is located at a different
address than its principal executive office. Its Corporate Trust Office is
located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive
office is located at One Wall Street, New York, N.Y. 10286.



               THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                    101 BARCLAY STREET, NEW YORK, N.Y. 10286

1.       THE DEPOSIT AGREEMENT.

         This American Depositary Receipt is one of an issue (herein called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement, dated as of April 19, 1995, as amended and restated as
of September 11, 2000, as further amended and restated as of December 8, 2000
(herein called the "Deposit Agreement"), by and among the Company, the
Depositary, and all Owners and Beneficial Owners from time to time of Receipts
issued thereunder, each of whom by accepting a Receipt agrees to become a party
thereto and become bound by all the terms and conditions thereof. The Deposit
Agreement sets forth the rights of Owners and Beneficial Owners of the Receipts,
and the rights and duties of the Company and the rights and duties of the
Depositary in respect of the Shares deposited thereunder and any and all other
securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property, and cash are
herein called "Deposited Securities"). Copies of the Deposit Agreement are on
file at the Depositary's Corporate Trust Office in New York City and at the
office of the Custodians.

         The statements made on the face and reverse of this Receipt are
summaries of certain provisions of the Deposit Agreement and are qualified by
and subject to the detailed provisions of the Deposit Agreement, to which
reference is hereby made. Capitalized terms defined in the Deposit Agreement and
not defined herein shall have the meanings set forth in the Deposit Agreement.

2.       SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

         Upon surrender at the Corporate Trust Office of the Depositary of this
Receipt, and upon payment of the fee of the Depositary provided in this Receipt,
and subject to the terms and conditions of the Deposit Agreement, the Company's
Statuts and the Deposited Securities, the Owner hereof is entitled to the
transfer of the Deposited Securities to an account in the name of such Owner or
such name as shall be designated by such Owner maintained by the Company or the
Foreign Registrar in the case of Shares in registered form, or maintained by the
Custodian, as the accredited financial intermediary on behalf of such Owner in
the case of Shares in bearer form, of the amount of the Deposited Securities at
the time evidenced by such Receipt. Such transfers will be made without
unreasonable delay. A Receipt surrendered for such purposes may be required by
the Depositary to be properly endorsed in blank or accompanied by proper
instruments of transfer in blank, the Owner shall execute and deliver to the
Depositary a written order directing the Depositary to cause the Deposited
Securities being withdrawn to be transferred to an account maintained by the
Company or the Foreign Registrar, in the name of such Owner or such name as
shall be designated by such Owner in the case of Shares in registered form, or
maintained by an accredited financial intermediary in the case of Shares in
bearer form.


                                      -2-

3.       TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

         The transfer of this Receipt is registrable on the books of the
Depositary at its Corporate Trust Office by the Owner hereof in person or by a
person acting pursuant to a duly authorized power of attorney, upon surrender of
this Receipt properly endorsed for transfer or accompanied by proper instruments
of transfer and funds sufficient to pay any applicable transfer taxes and the
expenses of the Depositary and upon compliance with such regulations, if any, as
the Depositary may establish for such purpose, and duly stamped as may be
required by the laws of the State of New York and of the United States of
America. This Receipt may be split into other such Receipts, or may be combined
with other such receipts into one Receipt, evidencing the same aggregate number
of American Depositary Shares as the Receipt or Receipts surrendered. As a
condition precedent to the execution and delivery, registration of transfer,
split-up, combination, or surrender of any Receipt or withdrawal of any
Deposited Securities, the Depositary, the Custodians, or Registrar may require
payment from the depositor of the Shares or the presentor of the Receipt of a
sum sufficient to reimburse it for any tax or other governmental charges and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as provided in this Receipt, may require the
production of proof satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with such reasonable regulations the
Depositary may establish consistent with the provisions of the Deposit Agreement
or this Receipt, including, without limitation, this Article 3.

         The delivery of Receipts against deposit of Shares generally or against
deposit of particular Shares may be suspended, or the transfer of Receipts in
particular instances may be refused, or the registration of transfer of
outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary at any time or from time to time
because of any requirement of law or of any government or governmental body or
commission, or under any provision of the Deposit Agreement or the Statuts of
the Company or this Receipt, or for any other reason, subject to the provisions
of Article 23 and the provisions of the following sentence. Notwithstanding
anything to the contrary in the Deposit Agreement or this Receipt, the surrender
of outstanding Receipts and withdrawal of Deposited Securities may not be
suspended, subject only to (i) temporary delays caused by closing the transfer
books of the Depositary or the Company or the deposit of Shares in connection
with voting at a shareholders' meeting, or the payment of dividends, (ii) the
payment of fees, taxes and similar charges, and (iii) compliance with any U.S.
or foreign laws or governmental regulations relating to the Receipts or to the
withdrawal of the Deposited Securities. Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under the Deposit Agreement
any Shares required to be registered under the provisions of the Securities Act
of 1933, unless a registration statement is in effect as to such Shares. The
Depositary shall comply with written instructions from the Company requesting
that the Depositary


                                      -3-

not accept for deposit hereunder any Shares or rights reasonably identified in
such instructions in order to facilitate the Company's compliance with U.S.
securities laws or the laws of any state of the United States or the laws of The
Republic of France.

4.       LIABILITY OF OWNER FOR TAXES.

                  If any tax or other governmental charges shall become payable
with respect to any Receipt or any Deposited Securities represented by the
American Depositary Shares evidenced hereby, such tax or other governmental
charges shall be payable by the Owner hereof to the Depositary. The Depositary
may refuse to effect any transfer of this Receipt or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by this Receipt
until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner hereof any part or all
of the Deposited Securities represented by the American Depositary Shares
evidenced by this Receipt, and may apply such dividends or other distributions
or the proceeds of any such sale in payment of such tax or other governmental
charges and the Owner hereof shall remain liable for any deficiency. If the
Depositary shall sell for the account of the Owner hereof any part or all of the
Deposited Securities in order to obtain proceeds with which to pay any tax or
governmental charge, the Depositary shall reduce the number of Receipts of such
Owner to reflect the Deposited Securities sold and shall pay to the Owner any
net proceeds, or deliver to the Owner any other property, remaining after the
Depositary has paid such tax or other governmental charge.

         In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charges in respect of which the Depositary is
obligated to withhold, the Depositary may by public or private sale dispose of
all or a portion of such property (including Shares and rights to subscribe
therefor) in such amounts and in such manner as the Depositary deems necessary
and practicable to pay such taxes or other governmental charges and the
Depositary shall distribute the net proceeds of any such sale after deduction of
such tax or other governmental charges to the Owners entitled thereto in
proportion to the number of American Depositary Shares held by them
respectively.

         The Depositary will use reasonable efforts to assist eligible U.S.
resident Owners and Beneficial Owners, and eligible Canadian resident Owners and
Beneficial Owners upon request, in following the procedures established by the
French Treasury for such Owners and Beneficial Owners to recover the excess
French withholding tax initially withheld and deducted in respect of dividends
and other distributions distributed to them by the Company as well as to recover
any avoir fiscal or tax credit payment to be made in accordance with procedures
established by the French Treasury.

         Upon request of any U.S. or Canadian resident Owner or Beneficial Owner
who certifies to the Depositary that it has not already applied for or received
a tax refund from the French Treasury or that such U.S. or Canadian resident
Owner or Beneficial Owner's


                                      -4-

application for such a refund has been rejected, the Depositary will provide a
copy of French Treasury Form FR 1A EU--No. 5052 ("Application for Refund"), or
such other form as may be promulgated from time to time by the French tax
authorities for such purpose, together with instructions to such Owners or
Beneficial Owners and will arrange for the filing with the French tax
authorities of all such forms completed by U.S. or Canadian resident Owners or
Beneficial Owners and returned in sufficient time so they may be filed with the
French tax authorities by December 31 of the year following the calendar year in
which the related dividend or distribution is paid. Upon receipt of any
resulting remittance, the Depositary shall distribute to such U.S. or Canadian
residents entitled thereto, as soon as practicable, the net proceeds in Dollars.

         In addition, the Depositary will use reasonable efforts to follow any
procedures that may be established by the French Treasury for eligible U.S.
resident Owners and Beneficial Owners, and eligible Canadian resident Owners and
Beneficial Owners upon request, to be subject to a reduced withholding tax rate
of 15%, if available, at the time dividends are paid. In connection therewith,
the Depositary shall take reasonable steps to provide eligible U.S. resident
Owners and Beneficial Owners, and eligible Canadian resident Owners and
Beneficial Owners upon request, with such forms as may be prescribed by the
French Treasury and to take such other reasonable steps as may be required to
file such forms with the appropriate French tax authorities.

5.       WARRANTIES ON DEPOSIT OF SHARES.

         Every person depositing Shares hereunder and under the Deposit
Agreement shall be deemed thereby to represent and warrant that such Shares and
each certificate therefor are validly issued, fully paid and non-assessable and
that the person making such deposit is duly authorized so to do. Every such
person shall also be deemed to represent that the deposit of Shares and the
issuance of Receipts evidencing American Depositary Shares representing such
Shares does not violate the Securities Act of 1933. Such representations and
warranties shall survive the deposit of Shares and issuance of Receipts.

6.       FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

         Any person presenting Shares for deposit or any Owner or Beneficial
Owner of a Receipt may be required from time to time to file with the Depositary
or the Custodians such proof of citizenship or residence, exchange control
approval, payment of applicable French or other taxes or governmental charges or
legal or beneficial ownership or such information relating to the registration
on the books of the Company or the Foreign Registrar, if applicable, and to
execute such certificates and to make such representations and warranties, as
the Depositary may reasonably deem necessary or proper. The Depositary may
withhold the delivery or registration of transfer of any Receipt or the
distribution of any dividend or sale or distribution of rights or of the
proceeds thereof or the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed or such
representations and warranties made. No Share


                                      -5-

shall be accepted for deposit unless accompanied by evidence satisfactory to the
Depositary that any necessary approval has been granted by any governmental body
in France which is then performing the function of the regulation of currency
exchange.

7.       CHARGES OF DEPOSITARY.

         The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Company from time to time. The Depositary shall present its statement for
such charges and expenses to the Company once every three months. The charges
and expenses of the Custodians are for the sole account of the Depositary.

         The following charges shall be incurred and payable by any party
depositing or withdrawing Shares or by any party surrendering Receipts or to
whom Receipts are issued (including, without limitation, issuance pursuant to a
stock dividend or stock split declared by the Company or an exchange of stock
regarding the Receipts or Deposited Securities or a distribution of Receipts
pursuant to Section 4.03 of the Deposit Agreement), whichever applicable: (1)
taxes and other governmental charges, (2) such registration fees as may from
time to time be in effect for the registration of transfers of Shares generally
on the Share register of the Company or Foreign Registrar and applicable to
transfers of Shares to the name of the Depositary or its nominee or the
Custodians or their nominee on the making of deposits or withdrawals under the
terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission
expenses as are expressly provided in the Deposit Agreement to be at the expense
of persons depositing Shares or Owners, (4) such expenses as are incurred by the
Depositary in the conversion of foreign currency pursuant to Section 4.05 of the
Deposit Agreement, (5) a fee not in excess of $5.00 per 100 American Depositary
Shares (or portion thereof) for the execution and delivery of Receipts pursuant
to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts
and withdrawal of the Deposited Securities pursuant to Section 2.05 of the
Deposit Agreement, (6) a fee not in excess of $0.02 per American Depositary
Share (or portion thereof) for any cash distribution pursuant to Section 4.01 of
the Deposit Agreement, except for distributions of cash dividends, and (7) a fee
for, and deduct such fee from, the distribution of proceeds of sales of
securities or rights pursuant to Sections 4.02 or 4.04, respectively, of the
Deposit Agreement, such fee being in an amount equal to the fee for the issuance
of American Depositary Shares referred to above which would have been charged as
a result of the deposit by Owners of securities (for purposes of this clause 7
treating all such securities as if they were Shares) or Shares received in
exercise of rights distributed to them pursuant to Sections 4.02 or 4.04 of the
Deposit Agreement, respectively, but which securities or rights are instead sold
by the Depositary and the net proceeds distributed.

         The Depositary, subject to Article 8 hereof, may own and deal in any
class of securities of the Company and its affiliates and in Receipts.


                                      -6-

8.       PRE-RELEASE OF RECEIPTS.

                  Notwithstanding Section 2.03 of the Deposit Agreement, the
Depositary may execute and deliver Receipts prior to the receipt of Shares
pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release"). The
Depositary shall not deliver Shares prior to the receipt and cancellation of
American Depositary Shares; provided, however that the Depositary may, pursuant
to Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and
cancellation of Receipts which have been Pre-Released, whether or not such
cancellation is prior to the termination of such Pre-Release or the Depositary
knows that such Receipt has been Pre-Released. The Depositary may receive
Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release
will be (a) preceded or accompanied by a written representation from the person
to whom Receipts are to be delivered, that such person, or its customer, (i)
owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all
beneficial rights, title and interest in such Shares or Receipts, as the case
may be, to the Depositary in its capacity as such and for the benefit of the
Owners, and (iii) will not take any action with respect to such Shares or
Receipts, as the case may be, that is inconsistent with the transfer of
beneficial ownership (including, without the consent of the Depositary,
disposing of such Shares or Receipts, as the case may be), other than in
satisfaction of such Pre-Release, (b) at all times fully collateralized with
cash or such other collateral as the Depositary deems appropriate, (c)
terminable by the Depositary on not more than five (5) business days notice, and
(d) subject to such further indemnities and credit regulations as the Depositary
deems appropriate. The number of American Depositary Shares which are
outstanding at any time as a result of Pre-Release will not normally exceed
thirty percent (30%) of the Shares deposited under the Deposit Agreement;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate.

         The Depositary may retain for its own account any compensation received
by it in connection with the foregoing.

9.       TITLE TO RECEIPTS.

         It is a condition of this Receipt and every successive Owner and
Beneficial Owner of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt when properly endorsed or accompanied by
proper instruments of transfer, is transferable by delivery with the same effect
as in the case of a negotiable instrument under the laws of the State of New
York; provided, however, that the Depositary, notwithstanding any notice to the
contrary, may treat the person in whose name this Receipt is registered on the
books of the Depositary as the absolute owner hereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement or for all
other purposes and the Depositary and the Company shall not have any obligation
or be subject


                                      -7-

to any liability under the Deposit Agreement to any Beneficial Owner of a
Receipt unless such Beneficial Owner is the Owner hereof.

10.      VALIDITY OF RECEIPT.

         This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the Depositary by the manual or facsimile signature of a
duly authorized signatory of the Depositary and if a Registrar for the Receipts
shall have been appointed countersigned by the manual or facsimile signature of
a duly authorized officer of the Registrar.

11.      REPORTS; INSPECTION OF TRANSFER BOOKS.

         The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission (hereinafter called the "Commission"). Such
reports and communications will be available for inspection and copying by
Owners and Beneficial Owners at the public reference facilities maintained by
the Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549.

         The Company will arrange for the translation into English, if not
already in English, and the prompt transmittal by the Company to the Depositary
and the Custodians of all notices and any other reports and communications,
including proxy materials, (i) which the Company delivers to the holders of
Shares or (ii) which the Company makes available for inspection by holders of
its Shares. The Depositary will arrange for the mailing to all Owners, at the
Company's expense, of copies of such notices, reports and communications
referenced in clause (i) of the preceding sentence. The Depositary will make
available for inspection by Owners, at its Corporate Trust Office, the documents
referred to in clause (ii) of the second preceding sentence. The Company will
timely provide the Depositary with the quantity of such notices, reports, and
communications, as requested by the Depositary from time to time, in order for
the Depositary to effect such mailings or to make such documents available for
inspection. Notwithstanding the foregoing, if the Company is required by U.S.
law or U.S. stock exchange rules to send the Owners a document in English that
includes substantially the same information, with an equivalent or greater level
of detail, in the aggregate, than a non-English document that is to be sent to
the holders of Shares, the Company may timely provide the Depositary such
English document in lieu of such non-English document.

         The Depositary will keep books, at its Corporate Trust Office, for the
registration of Receipts and transfers of Receipts which at all reasonable times
shall be open for inspection by the Owners of Receipts provided that such
inspection shall not be for the purpose of communicating with Owners of Receipts
in the interest of a business or object other than the business of the Company
or shall be for a matter related to the Deposit Agreement or the Receipts.


                                      -8-

12.      DIVIDENDS AND DISTRIBUTIONS.

         Whenever the Depositary receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts received in a foreign currency can be converted into
United States dollars transferable to the United States, and subject to the
Deposit Agreement, promptly convert such dividend or distribution into dollars
and will promptly distribute the amount thus received (net of the expenses of
the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit
Agreement, if applicable) to the Owners of Receipts entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively; provided, however, that in the
event that the Company or the Depositary is required to withhold and does
withhold from any cash dividend or other cash distribution in respect of any
Deposited Securities an amount on account of taxes under French or other
applicable law or other governmental charges, the amount distributed to the
Owners of the Receipts evidencing American Depositary Shares representing such
Deposited Securities shall be reduced accordingly.

         Subject to the provisions of Sections 4.10, 5.07 and 5.09 of the
Deposit Agreement, whenever the Depositary receives any distribution other than
a distribution described in Sections 4.01, 4.03 or 4.04 of the Deposit
Agreement, the Depositary will, as promptly as practicable, cause the securities
or property received by it to be distributed to the Owners entitled thereto, in
any manner that the Depositary, after consultation with the Company, may deem
equitable and practicable for accomplishing such distribution; provided,
however, that if in the opinion of the Depositary such distribution cannot be
made proportionately among the Owners of Receipts entitled thereto, or if for
any other reason the Depositary deems such distribution not to be feasible, the
Depositary may adopt such method as it may deem equitable and practicable for
the purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part
thereof, and the net proceeds of any such sale (net of the fees of the
Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit
Agreement) will be distributed by the Depositary to the Owners of Receipts
entitled thereto as in the case of a distribution received in cash.

         Subject to applicable U.S. and French law, the Company's compliance
with its obligations under Section 5.07 of the Deposit Agreement, and to the
other terms of the Deposit Agreement, in the event that the holders of Shares
are granted the option to receive dividends on such Shares in the form of cash
or additional Shares, Owners of Receipts shall be granted the option to receive
dividends on Receipts in the form of cash or additional Receipts on an
equivalent basis. If any distribution consists of a dividend in, or free
distribution of, Shares, the Depositary will, subject to the Company's
compliance with its obligations under Section 5.07 of the Deposit Agreement,
distribute to the Owners of outstanding Receipts entitled thereto, additional
Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free distribution
subject to the terms and conditions of the


                                      -9-

Deposit Agreement with respect to the deposit of Shares and the issuance of
American Depositary Shares evidenced by Receipts, including the withholding of
any tax or other governmental charge as provided in Section 4.10 of the Deposit
Agreement and the payment of the fees of the Depositary as provided in Article 7
hereof and Section 5.09 of the Deposit Agreement. In lieu of delivering Receipts
for fractional American Depositary Shares in any such case, the Depositary will
sell the amount of Shares represented by the aggregate of such fractions and
distribute the net proceeds, all in the manner and subject to the conditions
described in Section 4.01 of the Deposit Agreement. If additional Receipts are
not so distributed (except by reason of and in accordance with the immediately
preceding sentence), each American Depositary Share will thenceforth also
represent the additional Shares distributed upon the Deposited Securities
represented thereby.

         In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge in respect of which the Depositary is obligated
to withhold, the Depositary may by public or private sale dispose of all or a
portion of such property (including Shares and rights to subscribe therefor) in
such amounts and in such manner as the Depositary deems necessary and
practicable to pay any such taxes or charges, and the Depositary will distribute
the net proceeds of any such sale after deduction of such taxes or charges to
the Owners of Receipts entitled thereto.

13.      RIGHTS.

                  In the event that the Company shall offer or cause to be
offered to the holders of any Deposited Securities any rights to subscribe for
additional Shares, securities convertible into Shares or any rights of any other
nature, the Depositary will make such rights available to the Owners entitled
thereto, provided, that without limiting the obligations of the Company under
Section 5.07 of the Deposit Agreement, if the Depositary cannot make such rights
available to the Owners entitled thereto, the Depositary shall dispose of such
rights on behalf of such Owners and make the net proceeds available in dollars
to such Owners or, if by the terms of such rights offering or by reason of
applicable law, the Depositary can neither make such rights available to such
Owners nor dispose of such rights and make the net proceeds available to such
Owners, then the Depositary shall allow the rights to lapse; provided, however,
that the Depositary will, subject to the Company's compliance with the terms of
Section 5.07 of the Deposit Agreement, take action as follows:

                           (i) the Depositary shall distribute warrants or other
         instruments for rights to Owners entitled thereto, and, then, upon
         instruction from such an Owner pursuant to such warrants or other
         instruments to the Depositary to exercise such rights, upon payment by
         such Owner to the Depositary for the account of such Owner of an amount
         equal to the purchase price of the Shares or other property to be
         received upon the exercise of the rights, and upon payment of


                                      -10-

         the fees of the Depositary and any other charges as set forth in such
         warrants or other instruments, the Depositary shall, on behalf of such
         Owner, exercise the rights and purchase the Shares or other property,
         and the Company shall cause the Shares or other property so purchased
         to be delivered to the Depositary on behalf of such Owner. As agent for
         such Owner, the Depositary will cause any Shares so purchased to be
         deposited pursuant to Section 2.02 of the Deposit Agreement, and shall,
         pursuant to Section 2.03 of the Deposit Agreement, execute and deliver
         Receipts to such Owner, subject to the terms and conditions of the
         Deposit Agreement with respect to the deposit of Shares and the
         issuance of American Depositary Shares evidenced by Receipts, including
         the withholding of any tax or other governmental change as provided in
         Section 4.10 of the Deposit Agreement; or

                           (ii) without limiting the Company's obligations under
         Section 5.07 of the Deposit Agreement, if at the time of the offering
         of any rights the Depositary determines that it is not lawful to make
         such rights available to all or certain Owners by means of warrants or
         otherwise, or if the rights represented by such warrants or such other
         instruments are not exercised and appear to be about to lapse, the
         Depositary shall use its reasonable efforts to sell such rights or such
         warrants or other instruments, at public or private sale, at such place
         or places and upon such terms as it may deem reasonable and proper and
         allocate the net proceeds of such sales for the account of the Owners
         otherwise entitled to such rights, warrants or other instruments upon
         an averaged or other practicable basis without regard to any
         distinctions among such Owners because of exchange restrictions or the
         date of delivery of any Receipt or Receipts, or otherwise.

                  Without limiting the Company's obligations under Section 5.07
of the Deposit Agreement, if registration under the Securities Act of 1933 or
any other applicable law of the rights or the securities to which any rights
relate, or any filing, report, approval or consent of any third party is
required in order for the Company to offer such rights to Owners and to sell the
securities represented by such rights, the Depositary will not offer such rights
to Owners unless and until a registration statement is in effect, or unless the
offering and sale of such rights or securities to such Owners are exempt from
registration under the provisions of the Securities Act of 1933 or such filing,
report, approval or consent has been submitted, obtained or granted, as the case
may be.

         The Depositary shall not be responsible for any failure to determine
that it may be lawful or feasible to make such rights available to Owners in
general or any Owner in particular.

14.      CONVERSION OF FOREIGN CURRENCY.

         Whenever the Depositary or the Custodians shall receive foreign
currency, by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so


                                      -11-

received can be converted into Dollars and the resulting Dollars transferred to
the United States, the Depositary shall promptly convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be promptly distributed to the
Owners entitled thereto or, if the Depositary shall have distributed any
warrants or other instruments which entitle the holders thereof to such Dollars,
then to the holders of such warrants and/or instruments upon surrender thereof
for cancellation. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Owners on account of
exchange restrictions, the date of delivery of any Receipt or otherwise and
shall be net of any expenses of conversion into Dollars incurred by the
Depositary as provided in Section 5.09 of the Deposit Agreement.

         If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for approval or license, if any, as it may deem desirable.

         If at any time the Depositary shall determine that any foreign currency
received by the Depositary or the Custodians is not convertible into Dollars
transferable to the United States, or if any approval or license of any
government or agency thereof which is required for such conversion is denied or
in the opinion of the Depositary is not obtainable, of if any such approval or
license is not obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency (or an
appropriate document evidencing the right to receive such foreign currency)
received by the Depositary to, or in its discretion may hold such foreign
currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

         If any such conversion of foreign currency, in whole or in part, cannot
be legally effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and may
distribute the balance of the foreign currency received by the Depositary to, or
hold such balance uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled thereto.

15.      RECORD DATES.

         Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever for any
reason the Depositary causes a change in the number of Shares that are
represented by each American Depositary Share, or whenever the Depositary shall
receive notice of any meeting of holders of Shares or other Deposited
Securities, whenever the Company shall request the approval of Owners pursuant
to the terms of Section 6.01 of the Deposit Agreement, or whenever the
Depositary shall find it necessary or convenient, the Depositary shall fix a
record date, which shall be the same record date as the corresponding record
date fixed by the


                                      -12-

Company, or as close thereto as practicable, (a) for the determination of the
Owners of Receipts who shall be (i) entitled to receive such dividend,
distribution or rights or the net proceeds of the sale thereof, (ii) entitled to
give instructions for the exercise of voting rights at any such meeting, or
(iii) entitled to give approval in accordance with the terms of Section 6.01 of
the Deposit Agreement, or (b) on or after which each American Depositary Share
will represent the changed number of Shares, subject to the provisions of the
Deposit Agreement.

16.      VOTING OF DEPOSITED SECURITIES.

         (a) Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities sent by the Company, the Depositary shall, as soon as
practicable thereafter, mail to the Owners at the Company's expense (a) an
English version of the notice of such meeting sent by the Company to the
Depositary pursuant to Section 5.06 of the Deposit Agreement, (b) a statement
that the Owners as of the close of business on a record date established by the
Depositary pursuant to Section 4.06 of the Deposit Agreement will be entitled,
subject to any applicable provisions of French law, the Statuts of the Company
and the Deposited Securities (which provisions, if any, shall be summarized in
pertinent part in such statement), to exercise the voting rights (subject to the
procedures and restrictions detailed below), if any, pertaining to the Shares or
other Deposited Securities represented by such Owner's American Depositary
Shares, (c) English translations of any materials or other documents provided by
the Company for the purpose of enabling such Owner to exercise such voting
rights, by means of voting by mail (formulaire de vote par correspondance) or by
proxy (pouvoirs) or by proxy in blank (pouvoirs en blanc) or otherwise, or to
the extent the Company is required by U.S. law or U.S. stock exchange rules to
send the Owners a document in English that includes substantially the same
information, with an equivalent or greater level of detail, in the aggregate,
than a non-English document that is to be sent to the holders of Shares, the
Depositary may send the Owners such English document in lieu of such non-English
document and (d) a voting instruction card (which may include a formulaire de
vote par correspondance or procuration and (when applicable) all other
information, authorizations and certifications required under French law to vote
Shares in registered form and Shares in bearer form) to be prepared by the
Depositary and the Company (a "Voting Instruction Card") (including a statement
as to the manner in which Shares with respect to which the Depositary receives
an incomplete Voting Instruction Card will be voted, provided that the
Depositary shall not have the power to exercise any voting discretion) setting
forth the date established by the Depositary for the receipt of such Voting
Instruction Card (the "Receipt Date") and setting forth the Limitation
Instruction (as defined below), and accompanied by the Voting Instruction Notice
(as defined below). The Company agrees to deliver the foregoing materials to the
Depositary sufficiently in advance of such meeting to enable the Depositary to
deliver such materials to the Owners sufficiently in advance of the Receipt Date
so that the Owners and Beneficial Owners have a sufficient period of time to
complete and return their Voting Instruction Cards prior to the Receipt


                                      -13-

Date; provided, however, that the Depositary shall have no obligations or be
subject to any liability with respect to the Company's obligation set forth in
this sentence.

         (b) The parties hereto acknowledge that, pursuant to the Company's
Statuts (as in effect as of the date of the Deposit Agreement), shareholders of
the Company owning, as defined under the Statuts of the Company and Article L
233-9 of the French Commercial Code to which those Statuts refer, in excess of
2% of the total voting power of the Company will have their voting rights
adjusted through the application of a formula designed to limit the voting power
of those shareholders to that which they would possess if 100% of the
shareholders were present at the meeting at which the vote in question takes
place. This provision is applicable to Owners and Beneficial Owners, but the
Company acknowledges and agrees it shall not consider the Depositary (solely in
its capacity as the Depositary), any Custodian (solely in its capacity as a
Custodian) or any agent or financial intermediary holding an interest in a
Receipt (solely to the extent such interest is held for or on behalf of a
Beneficial Owner) to be a single shareholder holding in excess of 2% of the
total voting power of the Company for purposes of the Company's Statuts.

         (c) For the purposes of facilitating compliance with the provisions of
the preceding paragraph, the Depositary and the Company will require that Voting
Instruction Cards distributed to Owners and Beneficial Owners contain either an
instruction substantially in the form of the following (the "Limitation
Instruction"):

                  "By completing this Voting Instruction Card and returning it
         (1) to The Bank of New York, the Depositary for the American Depositary
         Shares (if you are voting American Depositary Shares held in
         certificated or book-entry form), or (2) to your financial intermediary
         (if you are voting American Depositary Shares held indirectly though a
         broker or financial institution), you are representing that you do not
         own (as defined in the Statuts of the Company and Article L 233-9 of
         the French Commercial Code to which those Statuts refer) or
         beneficially own more than 2% of the total voting power of Vivendi
         Universal (including your voting power through your ownership of
         American Depositary Shares)."

or, if practicable, a box that, if marked by an Owner or Beneficial Owner, will
indicate that such Owner or Beneficial Owner does not own more than 2% of the
total voting power of the Company, including through ownership of American
Depositary Shares.

         (d) Accompanying the Voting Instruction Card shall be an instruction,
substantially in the following form (the "Voting Instruction Notice"):

                  If you own, as defined under the Statuts of the Company and
         Article L 233-9 of the French Commercial Code to which those Statuts
         refer, more than 2% of Shares, including Shares held in the form of
         American Depositary Shares ([insert 2%] Shares as of [date]), you must
         contact The Bank of New York, as


                                      -14-

         Depositary, at [phone number] to obtain instructions as to how to
         exercise your voting rights. The Bank of New York will require you to
         identify the total number of American Depositary Shares and Ordinary
         Shares that you own and the manner in which you own them, and will
         provide instructions as to where you should send this Voting
         Instruction Card. If you own more than 2% of the total voting power of
         Vivendi Universal, your voting rights will be adjusted in accordance
         with Vivendi Universal's Statuts (its governing document) such that
         your actual voting power will be limited to that which you would
         possess if 100% of the shareholders were present at the shareholders
         meeting. If you own more than 2% of the total voting power of Vivendi
         Universal and submit this Voting Instruction Card without first
         contacting The Bank of New York and following its instructions, then
         your Voting Instruction Card will be invalid. An agent or financial
         intermediary is not deemed to be the owner of Shares for or on behalf
         of another person."

         (e) Any Voting Instruction Card will be invalid if submitted by any
Owner or Beneficial Owner who owns in excess of 2% of the total voting power of
the Company if the Voting Instruction Card is submitted by an Owner (other than
an agent or financial intermediary holding an interest in a Receipt for or on
behalf of a Beneficial Owner) to the Depositary or by a Beneficial Owner to an
agent or financial intermediary holding an interest in a Receipt for or on
behalf of a Beneficial Owner, in either case without first contacting the
Depositary and following its instruction as contemplated by the Voting
Instruction Notice. The Depositary agrees, upon receipt of such contact, to
promptly notify the Company of such contact and to forward the Voting
Instruction Card, upon receipt thereof, to the Company. The Company agrees to
provide the Depositary with sufficient information to fill in the number of
Shares in the Voting Instruction Notice and the Depositary shall be entitled to
rely on such information.

         (f) Upon receipt by the Depositary of a properly completed Voting
Instruction Card on or before the Receipt Date, the Depositary shall, either, in
its discretion, endeavor to vote such Deposited Securities, insofar as
practicable and permitted under any applicable provisions of French law, the
Statuts of the Company and the Deposited Securities, in accordance with the
Voting Instruction Card or forward such instructions to the Custodian, and the
Custodian shall endeavor, insofar as practicable and permitted under any
applicable provisions of French law, the Statuts of the Company and the
Deposited Securities, to vote or cause to be voted the Deposited Securities in
accordance with the Voting Instruction Card. The Depositary shall not, and shall
insure that the Custodian will not, vote or attempt to exercise the right to
vote that attaches to the Shares or other Deposited Securities other than in
accordance with such instructions or in accordance with the statement under
clause (d) of the first paragraph of Section 4.07 of the Deposit Agreement as to
the manner in which Shares with respect to which the Depositary receives an
incomplete Voting Instruction Card or receives a blank proxy or a blank form for
voting by mail will be voted.



                                      -15-

         (g) Neither the Depositary nor the Company will take any action to
impair the ability of the Custodian and the Depositary to vote the number of
Shares (including the Shares held by the Depositary in registered form)
necessary to carry out the instructions of all Owners and Beneficial Owners
under this Article.

         (h) Notwithstanding the provisions of paragraph (a) of Section 6.01 of
the Deposit Agreement, the Company and the Depositary may modify, amend or adopt
additional voting procedures from time to time as they determine may be
necessary or appropriate to comply with applicable French law or any amendment
to the Company's statuts after [the date of this amended and restated Deposit
Agreement]; provided, however, that any such procedures shall not conflict with
the provisions contained in the paragraphs (b) through (f) of Section 4.07 of
the Deposit Agreement and the last two paragraphs of Section 3.05 of the Deposit
Agreement to the extent reasonably practicable. To the extent applicable French
law would require the adoption of voting procedures that conflict with Section
3.05 or Section 4.07 of the Deposit Agreement, the procedures adopted shall be
consistent to the extent reasonably practicable with the provisions of Section
3.05 and Section 4.07 of the Deposit Agreement and the purposes thereof.

17.      CHANGES AFFECTING DEPOSITED SECURITIES.

         In circumstances where the provisions of Section 4.03 of the Deposit
Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger, consolidation, liquidation
or sale of assets affecting the Company or to which it is a party, any (i) cash
which shall be received by the Depositary or the Custodian in exchange for or in
conversion of or in respect of Deposited Securities, shall be distributed in
accordance with the procedures of Section 4.01 of the Deposit Agreement, and
(ii) Shares or other securities which shall be received by the Depositary or a
Custodian in exchange for or in conversion of or in respect of Deposited
Securities shall be treated as new Deposited Securities under the Deposit
Agreement, and American Depositary Shares shall thenceforth represent, in
addition to the existing Deposited Securities, the right to receive the new
Deposited Securities so received unless additional Receipts are delivered
pursuant to the following sentence and such cash, as described in clause (i)
until distributed in accordance with Section 4.01 of the Deposit Agreement. In
any such case the Depositary may execute and deliver additional Receipts as in
the case of a dividend in Shares, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new
Deposited Securities.

         Upon any such change, conversion, or exchange covered by Section 4.08
of the Deposit Agreement in respect of the Deposited Securities, the Depositary
shall give notice thereof to all Owners of Receipts within 30 days following the
applicable event.


                                      -16-

18.      LIABILITY OF THE COMPANY AND DEPOSITARY.

         Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law or regulation of the United States or any other country,
or of any governmental or regulatory authority or stock exchange, or by reason
of any provision, present or future, of the Statuts of the Company, or by reason
of any provision of any securities issued or distributed by the Company, or any
offering or distribution thereof, or by reason of any act of God or war or other
circumstances beyond its control, the Depositary or the Company or any of their
respective directors, employees, agents or affiliates shall be prevented,
delayed or forbidden from or be subject to any civil or criminal penalty on
account of doing or performing any act or thing which by the terms of the
Deposit Agreement or Deposited Securities it is provided shall be done or
performed; nor shall the Depositary or the Company or any of their respective
directors, employees, agents or affiliates incur any liability to any Owner or
Beneficial Owner of a Receipt by reason of any non-performance or delay, caused
as aforesaid, in the performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or performed, or by reason
of any exercise of, or failure to exercise, any discretion provided for in the
Deposit Agreement. Without limiting the Company's obligations under Section 5.07
of the Deposit Agreement, where, by the terms of a distribution pursuant to
Sections 4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or
distribution pursuant to Section 4.04 of the Deposit Agreement, such
distribution or offering may not be made available to Owners of Receipts, and
the Depositary may not dispose of such distribution or offering on behalf of
such Owners and make the net proceeds available to such Owners, then the
Depositary shall not make such distribution or offering, and shall allow any
rights, if applicable, to lapse. Neither the Company nor the Depositary nor any
of their respective directors, employees, agents and affiliates assumes any
obligation or shall be subject to any liability under the Deposit Agreement to
Owners or Beneficial Owners of Receipts, except that they agree to perform their
obligations specifically set forth in the Deposit Agreement without negligence
or bad faith. The Depositary shall not be subject to any liability with respect
to the validity or worth of the Deposited Securities. Neither the Depositary nor
the Company nor any of their respective directors, employees, agents and
affiliates shall be under any obligation to appear in, prosecute or defend any
action, suit, or other proceeding in respect of any Deposited Securities or in
respect of the Receipts, which in their respective opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expenses
and liability shall be furnished as often as may be required, and the Custodians
shall not be under any obligation whatsoever with respect to such proceedings,
the responsibility of the Custodians being solely to the Depositary. Neither the
Depositary nor the Company nor any of their respective directors, employees,
agents and affiliates shall be liable for any action or nonaction by any of them
in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner of a Receipt, or any other
person believed by any of them in good faith to be competent to give such advice
or


                                      -17-

information. The Depositary shall not be responsible for any failure to carry
out any instructions to vote any of the Deposited Securities, or for the manner
in which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith. The Depositary shall not be liable
for any acts or omissions made by a successor depositary whether in connection
with a previous act or omission of the Depositary or in connection with a matter
arising wholly after the removal or resignation of the Depositary, provided that
in connection with the issue out of which such potential liability arises, the
Depositary performed its obligations without negligence or bad faith while it
acted as Depositary.

         The Company agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodians against, and hold each of
them harmless from, any liability or expense (including, but not limited to, the
fees and expenses of counsel) which may arise out of acts performed or omitted,
in accordance with the provisions of this Deposit Agreement and of the Receipts,
as the same may be amended, modified or supplemented from time to time, (i) by
either the Depositary or a Custodian or their respective directors, employees,
agents and affiliates, except for any liability or expense arising out of the
negligence or bad faith of either of them, provided, however, that the Company
agrees to indemnify the Depositary, its directors, employees, agents and
affiliates and any Custodians against, and hold each of them harmless from, any
liability or expense (including, but not limited to, the fees and expenses of
counsel) which may arise out of acts performed or omitted, in accordance with
the terms of Sections 5.07 and 6.01 of the Deposit Agreement, by either the
Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the gross
negligence or willful misconduct of either of them, or (ii) by the Company or
any of its directors, employees, agents and affiliates.

         The indemnities contained in the preceding paragraph shall not extend
to any liability or expense which may arise out of any Pre-Release (as defined
in Section 2.09 of the Deposit Agreement) to the extent that any such liability
or expense arises in connection with (a) any United States Federal, state or
local income tax laws, or (b) the failure of the Depositary to deliver Deposited
Securities when required under the terms of Section 2.05 of the Deposit
Agreement. However, the indemnities contained in the preceding paragraph shall
apply to any liability or expense which may arise out of any misstatement or
alleged misstatement or omission or alleged omission in any registration
statement, proxy statement, prospectus (or placement memorandum) or preliminary
prospectus (or preliminary placement memorandum) relating to the offer or sale
of American Depositary Shares, except to the extent any such liability or
expense arises out of (i) information relating to the Depositary or any
Custodian, as applicable, furnished in writing and not materially changed or
altered by the Company, expressly for use in any of the foregoing documents, or,
(ii) if such information is provided, the failure to state a material fact
necessary to make the information provided not misleading. No disclaimer of
liability under the Securities Act of 1933 is intended by any provisions of the
Deposit Agreement.


                                      -18-

                  Except as provided in the following sentence, the Depositary
agrees to indemnify the Company, its directors, employees, agents and affiliates
and hold them harmless from any liability or expense which may arise out of acts
performed or omitted by the Depositary or its Custodians or their respective
directors, employees, agents and affiliates due to their negligence or bad
faith. Notwithstanding the foregoing sentence, the Depositary agrees to
indemnify the Company, its directors, employees, agents and affiliates and hold
them harmless from any liability or expense which may arise out of acts
performed or omitted in accordance with the terms of Sections 5.07 and 6.01 of
the Deposit Agreement by the Depositary due only to its gross negligence or
willful misconduct.

         If an action, proceeding (including, but not limited to, any
governmental investigation), claim or dispute (collectively, a "Proceeding") in
respect of which indemnity may be sought by either party is brought or asserted
against the other party, the party seeking indemnification (the "Indemnitee")
shall promptly (and in no event more than ten (10) days after receipt of notice
of such Proceeding) notify the party obligated to provide such indemnification
(the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so
notify the Indemnitor shall not impair the Indemnitee's ability to seek
indemnification from the Indemnitor (but only for costs, expenses and
liabilities incurred after such notice) unless such failure adversely affects
the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon
receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to
participate in such Proceeding and, to the extent that it shall so desire and
provided no conflict of interest exists as specified in clause (b) below or
there are no other defenses available to Indemnitee as specified in clause (d)
below, to assume the defense thereof with counsel reasonably satisfactory to the
Indemnitee (in which case all attorney's fees and expenses shall be borne by the
Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The
Indemnitee shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor
agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have
reasonably and in good faith concluded that there is a conflict of interest
between the Indemnitor and the Indemnitee in the conduct of the defense of such
action, (c) the Indemnitor fails, within ten (10) days prior to the date the
first response or appearance is required to be made in such Proceeding, to
assume the defense of such Proceeding with counsel reasonably satisfactory to
the Indemnitee or (d) there are legal defenses available to Indemnitee that are
different from or are in addition to those available to the Indemnitor. No
compromise or settlement of such Proceeding may be effected by either party
without the other party's consent unless (i) there is no finding or admission of
any violation of law and no effect on any other claims that may be made against
such other party and (ii) the sole relief provided is monetary damages that are
paid in full by the party seeking the settlement. Neither party shall have any
liability with respect to any compromise or settlement effected without its
consent, which shall not be unreasonably withheld. The Indemnitor shall have no
obligation to indemnify and hold harmless the Indemnitee from any loss, expense
or liability incurred


                                      -19-

by the Indemnitee as a result of a default judgment entered against the
Indemnitee unless such judgment was entered after the Indemnitor agreed, in
writing, to assume the defense of such Proceeding.

19.      RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR
         CUSTODIAN.

         The Depositary may at any time resign as Depositary hereunder by
written notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by 90 days prior written
notice of such removal which shall become effective upon the later to occur of
(i) the 90th day after delivery of the notice to the Depositary, or (ii) the
appointment of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement. Whenever the Depositary in its discretion
determines that it is in the best interest of the Owners of Receipts to do so,
it may appoint, with notice to the Company, a substitute or additional custodian
or custodians which shall be an accredited financial intermediary acting through
a specified office in The Republic of France. The Depositary may and, at a
reasonable request of the Company, shall discharge any Custodian at any time
upon notice to the Custodian being discharged.

20.      AMENDMENT.

         (a) Except as otherwise provided in this Section, the form of the
Receipts and any provisions of this Deposit Agreement may at any time and
from time to time be amended by agreement between the Company and the Depositary
without the consent of Owners or Beneficial Owners of American Depositary
Receipts in any respect which they may deem necessary or desirable.
Notwithstanding the foregoing, (i) the provisions of Sections 4.07 and 5.07 of
the Deposit Agreement shall not be amended, modified or supplemented in any
manner adverse to the Owners or Beneficial Owners without the affirmative,
written approval of the Owners holding Receipts evidencing at least a majority
of the Deposited Securities held by or on behalf of the Depositary as of a
record date set by the Depositary pursuant to Section 4.06 of the Deposit
Agreement, and (ii) the Deposit Agreement and the form of the Receipt shall not
be amended, modified or supplemented in any manner which shall materially and
adversely affect the rights of the Owners or Beneficial Owners unless such
amendment, modification or supplement shall have been affirmatively approved in
writing by the Owners holding Receipts evidencing at least a majority of the
Deposited Securities held by or on behalf of the Depositary as of a record date
set by the Depositary pursuant to Section 4.06 of the Deposit Agreement. The
Depositary shall not be required to effect any amendment, modification or
supplement to the Deposit Agreement without the approval of the Owners to the
extent required in the preceding sentence unless, in the case of clause (i) of
the preceding sentence, the Company shall have first certified in writing to the
Depositary, which


                                      -20-

certification the Depositary shall be entitled to rely on in full, that such
amendment, modification or supplement does not adversely affect the rights of
Owners or Beneficial Owners and, in the case of clause (ii) of the preceding
sentence, the Company shall have first certified in writing to the Depositary,
which certification the Depositary shall be entitled to rely on in full, that
such amendment, modification or supplement does not materially and adversely
affect the rights of Owners or Beneficial Owners. Notwithstanding the foregoing
two sentences, in no event shall approval of Owners be required for amendments,
modifications or supplements made (i) to comply with applicable law or rules and
regulations thereunder, the Company's statuts or with the rules and regulations
of any securities exchange upon which American Depositary Shares may be listed,
(ii) to increase the fees or charges of the Depositary or (iii) to change the
number of Shares that are represented by each American Depositary Share.

         (b) Any amendment which shall impose or increase any fees or charges
(other than taxes and other governmental charges, registration fees, cable,
telex or facsimile transmission costs, delivery costs or other such expenses),
or which shall otherwise prejudice any substantial existing right of Owners,
shall, however, not become effective as to outstanding Receipts until the
expiration of thirty days after notice of such amendment shall have been given
to the Owners of outstanding Receipts (such notice shall not be required if
approval of Owners is obtained under subparagraph (a) above). Every Owner, at
the time any amendment so becomes effective, shall be deemed, by continuing to
hold such Receipt, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair the
right of the Owner of any Receipt to surrender such Receipt and receive therefor
the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law.

                  The Depositary shall have no responsibility or liability with
respect to any of the Company's obligations set forth in this Article 20 and
Section 6.01 of the Deposit Agreement.

21.      TERMINATION OF DEPOSIT AGREEMENT.

                  The Depositary shall, at any time at the direction of the
Company, terminate the Deposit Agreement by mailing notice of such termination
to the Owners of all Receipts then outstanding at least 90 days prior to the
date fixed in such notice for such termination; provided, however, that the
Company agrees with all then Owners that it will not terminate the Deposit
Agreement unless it has caused the Shares or the Deposited Securities (all of
which will be distributed to Owners upon surrender of their Receipts pursuant to
Section 6.02 of the Deposit Agreement) to be listed on the New York Stock
Exchange or the Nasdaq National Market.

                  The Depositary may likewise terminate the Deposit Agreement by
mailing notice of such termination to the Company and the Owners of all Receipts
then outstanding, if at any time 90 days shall have expired after the Depositary
shall have


                                      -21-

delivered to the Company a written notice of its election to resign and a
successor depositary shall not have been appointed and accepted its appointment
as provided in Section 5.04 of the Deposit Agreement. In the event the Company
receives such notice of termination from the Depositary, the Company agrees with
all then Owners that it shall use its reasonable best efforts to either (i)
appoint a successor depositary and enter into a deposit agreement having terms
no less favorable to the Owners and Beneficial Owners than such holders have
pursuant to the Deposit Agreement or (ii) cause the Shares or other Deposited
Securities (all of which shall be distributed to Owners of Receipts upon
surrender of their Receipts pursuant to Section 6.02 of the Deposit Agreement)
to be listed on the New York Stock Exchange or the Nasdaq National Market prior
to such termination.

                  On and after the date of termination, the Owner of a Receipt
will, upon (a) surrender of such Receipt at the Corporate Trust Office of the
Depositary, (b) payment of the fee of the Depositary for the surrender of
Receipts referred to in Section 2.05 of the Deposit Agreement, and (c) payment
of any applicable taxes or governmental charges, be entitled to delivery, to him
or upon his order, of the amount of Deposited Securities represented by the
American Depositary Shares evidenced by such Receipt. If any Receipts shall
remain outstanding after the date of termination, the Depositary thereafter
shall discontinue the registration of transfers of Receipts, shall suspend the
distribution of dividends to the Owners thereof, and shall not give any further
notices or perform any further acts under the Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other property as
provided in the Deposit Agreement, and shall continue to deliver Deposited
Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of the Deposit Agreement, and any applicable taxes
or governmental charges). At any time after the expiration of one year from the
date of termination, the Depositary may sell the Deposited Securities then held
under the Deposit Agreement and may thereafter hold uninvested the net proceeds
of any such sale, together with any other cash then held by it thereunder,
unsegregated and without liability for interest, for the pro rata benefit of the
Owners of Receipts which have not theretofore been surrendered, such Owners
thereupon becoming general creditors of the Depositary with respect to such net
proceeds. After making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement, except to account for such net proceeds
and other cash (after deducting, in each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of the Deposit Agreement,
and any applicable taxes or governmental charges). Upon the termination of the
Deposit Agreement, the Company shall be discharged from all obligations under
the Deposit Agreement except


                                      -22-

for its obligations to the Depositary with respect to indemnification, charges,
and expenses which shall survive termination of the Deposit Agreement.

         The Depositary shall have no responsibility or liability with respect
to any of the Company's obligations set forth in this Article 21 and Section
6.02 of the Deposit Agreement.

22.      INFORMATION REQUESTS; DISCLOSURE OF INTEREST.

                  The Company may from time to time request Owners of Receipts
to provide information as to the capacity in which such Owners own or owned
Receipts and regarding the identity of any other persons then or previously
interested in such Receipts as to the nature of such interest and various other
matters. The Depositary agrees to use reasonable efforts to comply with written
instructions received from the Company requesting that the Depositary forward
any such requests to the Owner and to forward to the Company any responses to
such requests received by the Depositary.

                  Notwithstanding any other provisions of the Deposit Agreement,
each Owner and Beneficial Owner of Receipts agrees to comply with the Company's
Statuts, as they may be amended from time to time, and the laws of The Republic
of France, if applicable, with respect to the disclosure requirements regarding
ownership of Shares, all as if such Receipts were, for this purpose, the Shares
represented thereby.

                  In order to facilitate compliance with the notification
requirements, an Owner or Beneficial Owner of Receipts may deliver any
notification to the Depositary and the Company with respect to Shares
represented by American Depositary Shares, and the Company shall, as soon as
practicable, forward such notification if applicable, to the Conseil des Marches
Financiers or any other authorities in The Republic of France.

                  On the date of the Deposit Agreement, the Company's Statuts
provide that any individual or entity, acting alone or in concert with others,
that acquires or disposes of, directly or indirectly, more than 0.5%, or any
multiple thereof, of the Company's outstanding share capital, voting rights or
securities convertible into the share capital of the Company, or who falls below
any such level, must notify the Company, within 15 calendar days from the date
of crossing any such threshold, of the number of Shares, voting rights or
securities convertible into the share capital of the Company that such
individual or entity holds, directly or indirectly or in concert with others. In
the event of a failure to comply with such notification requirement, upon the
request of one or more shareholders holding no less than 0.5% of the Company's
share capital, the Shares (including the Shares represented by American
Depositary Shares) or rights relating to Shares of the Company in excess of the
relevant threshold will be deprived of voting rights for all shareholder
meetings until the end of a two-year period following the date on which the
Owner or the Beneficial Owner has complied with such notification requirements.



                                      -23-

                  The provisions described in Section 3.05 of the Deposit
Agreement are applicable to Owners and Beneficial Owners, but the Company
acknowledges and agrees it shall not consider the Depositary (solely in its
capacity as the Depositary), any Custodian (solely in its capacity as a
Custodian) or any agent or financial intermediary holding an interest in a
Receipt (solely to the extent such interest is held for or on behalf of a
Beneficial Owner) to be a single shareholder holding in excess of 0.5% of the
Company's outstanding share capital or voting rights or securities convertible
into the share capital of the Company for purposes of the Company's Statuts.

23.      COMPLIANCE WITH U.S. SECURITIES LAWS.

                  Notwithstanding anything in the Deposit Agreement or this
Receipt to the contrary, the Company and the Depositary each agrees that it will
not exercise any rights it has under the Deposit Agreement to prevent the
withdrawal or delivery of Deposited Securities in a manner which would violate
the U.S. securities laws, including but not limited to, Section I.A.(1) of the
General Instructions to the Form F-6 Registration Statement, as amended from
time to time, under the Securities Act of 1933.

24.      DIRECT REGISTRATION SYSTEM.

                  (a) American Depositary Shares may be maintained by Owners
with the Depositary in book-entry form in the Direct Registration System. If an
Owner opts to hold American Depositary Shares in DRS, a separate entry in the
books and records of the Depositary, will be established in the name of each
registered Owner of American Depositary Shares or, if there is more than one
registered Owner for the same American Depositary Shares, in the name of all
such registered Owners of such American Depositary Shares (the registered Owner
of American Depositary Shares is referred to herein as, or if there is more than
one registered Owner of the same American Depositary Shares, such registered
Owners are collectively referred to herein as, "Registered Owner"). Upon
issuance of American Depositary Shares in DRS, the American Depositary Shares of
each Registered Owner will be registered in the name of each such Registered
Owner. Each Registered Owner will be given the option of (i) receiving a
certificate representing its American Depositary Shares, (ii) transferring such
American Depositary Shares to a broker designated unanimously by the Registered
Owner of such American Depositary Shares or (iii) maintaining their American
Depositary Shares in DRS.

                  (b) A feature of DRS (currently referred to as "Profile")
allows a broker, claiming to act on behalf of a Registered Owner of American
Depositary Shares, to direct the Depositary to transfer to such broker the
American Depositary Shares designated by such broker. The Depositary will be
authorized and directed to comply with such directions from a broker only upon
receipt of prior written authorization from the Registered Owner of such
American Depositary Shares authorizing the Depositary to transfer such American
Depositary Shares either to a broker specified by the Registered


                                      -24-

Owner (it being understood that each Registered Owner may designate only one
broker) or to any broker.

                  (c) The Depositary will not verify, determine or otherwise
ascertain the accuracy and authenticity of the prior written authorization
provided for in (b) above and it shall have no liability in relying upon such
prior written authorization.

25.      DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC.

                  The Depositary shall not be required to make any distribution
pursuant to Sections 4.02, 4.03 or 4.04 of the Deposit Agreement unless the
Company shall instruct it to do so and, at the request of the Depositary, the
Company shall provide the Depositary with evidence reasonably satisfactory to
the Depositary (including a legal opinion as provided for below) that such
distribution is legally permissible. The Company agrees with Owners to take all
actions necessary, including providing the Depositary with written instructions
as required above and the opinions required pursuant to this Article, to cause
the distribution to Owners of all Shares, rights and anything else distributed
to the holders of Shares to the same extent and in the same form as any
distributions made to the holders of Shares, except that Owners shall receive
Receipts in lieu of Shares when Shares are distributed to holders of Shares. The
Company agrees with Owners to register Shares, rights, Receipts and any other
securities to be distributed under applicable laws, if required thereunder, and
to take all other actions necessary to permit those distributions to be made to
the Owners entitled thereto. The Company agrees with Owners that it shall not
make any distribution to the holders of Shares or offer or cause to be offered
to the holders of any Shares any rights to subscribe for additional Shares or
any securities, property or rights of any other nature, unless (i) such
distribution or offer is substantially contemporaneously made to Owners and (ii)
in the case of rights, such Owners can exercise the rights upon the payment of
the applicable exercise price and otherwise on substantially the same terms as
rights offered to holders of Shares, subject to any payments in accordance with
Section 5.09 of the Deposit Agreement.

                  The Company agrees that in the event of any issuance or
distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3)
securities convertible into Shares, or (4) rights to subscribe for such
securities (each a "Distribution"), the Company will promptly furnish to the
Depositary a written opinion from U.S. counsel for the Company, which counsel
shall be satisfactory to the Depositary, stating whether or not the Distribution
requires a Registration Statement under the Securities Act of 1933 to be in
effect prior to making such Distribution available to Owners entitled thereto.
If in the opinion of such counsel a Registration Statement is required, such
counsel shall furnish to the Depositary a written opinion as to whether or not
there is a Registration Statement in effect which will cover such Distribution.

                  The Company agrees with the Depositary that neither the
Company nor any company controlled by, controlling or under common control with
the Company will at any time deposit any Shares, either originally issued or
previously issued and


                                      -25-

reacquired by the Company or any such affiliate, unless a Registration Statement
is in effect as to such Shares under the Securities Act of 1933 or registration
is not required thereunder.

         The Depositary shall have no obligations or be subject to any liability
with respect to the Company's obligations set forth in Section 5.07 of the
Deposit Agreement and this Article 25.



                                      -26-

EX-3

                                                                       EXHIBIT 3



                                          December 8, 2000

Ms. Nancy Fitzsimmons
The Bank of New York
101 Barclay Street
New York, NY 10286


                  RE: Vivendi Universal (the "Company")

Dear Ms. Fitzsimmons:

         Reference is made to the Deposit Agreement, dated as of April 19, 1995,
as amended and restated as of September 11, 2000, and as further amended and
restated as of the date hereof among the Company, The Bank of New York (the
"Depositary"), and all Owners and Beneficial Owners from time to time of
American Depositary Receipts issued thereunder (the "Deposit Agreement"). With
respect to any fees that may be payable pursuant to clause (5) of Section 5.09
or clause (b) of the third paragraph of Section 6.02 of the Deposit Agreement,
we agree to pay to the Depositary, in consideration of the Depositary's
agreement not to charge and collect from Owners and Beneficial Owners, an amount
equal to $2.50 per 100 American Depositary Shares (or portion thereof), to the
extent charged by the Depositary, for the execution and delivery of Receipts
pursuant to Section 4.03 or for the surrender of Receipts and withdrawal of the
Deposited Securities, but in any case solely with respect to Receipts issued to
or surrendered by Beneficial Owners who are Owners of Receipts in physical
certificated form or through the Direct Registration System which were (i)
issued in connection with the Merger Agreement dated as of June 19, 2000 among
Vivendi S.A., 3744531 Canada Inc., Canal Plus S.A., Sofiee S.A. and The Seagram
Company Ltd. ("Initial Receipts") or (ii) issued to the same Owner in respect of
the Initial Receipts delivered. With respect to the foregoing sentence, we agree
and acknowledge that the Depositary, in its sole discretion, will determine
which Receipts surrendered are eligible for treatment as set forth in such
sentence, and that any and all such determinations by the Depositary shall be
final and binding on us and all Owners and Beneficial Owners. Notwithstanding
the foregoing, it is understood that the Depositary may charge the remainder of
the cancellation fee as set forth in clause (5) of Section 5.09 or clause (b) of
the third paragraph of Section 6.02 to, and, to the extent charged, such
remainder will be borne by, the Owner. The parenthetical references in the third
paragraph of Section 6.02 to the deductions of the fee of the Depositary for the
surrender of a Receipt (but not the references to expenses and taxes and
governmental charges) shall be applicable only after giving affect to the
Company's obligation under this letter agreement.

         Notwithstanding the foregoing, the Company shall, in no event, be
obligated to pay an amount greater than $2.50 per 100 American Depositary Shares
held by any particular Beneficial Owner who is an Owner, and the Depositary
shall not be obligated hereunder to fail to collect any such greater amount from
such Owners.

         This letter agreement is being executed and delivered contemporaneously
with the Deposit Agreement and shall be deemed to be a part of the Deposit
Agreement. Accordingly, the provisions of Sections 5.08 and 6.01 and Article 7
are applicable to this letter agreement. Although the Company acknowledges that
the fees or charges of the Depositary can be increased without the approval of
the Owners pursuant to the last sentence of Section 6.01(a), any such increase
shall not in any way increase or reduce the Company's obligations under this
letter agreement.

         Capitalized terms used but not defined herein shall have the meaning
ascribed thereto in the Deposit Agreement.


                                                Very truly yours,


                                                Vivendi Universal



                                                By: /s/ Guillaume Hannezo
                                                   ----------------------------
                                                Name: Guillaume Hannezo
                                                Title: Chief Financial Officer
AGREED

The Bank of New York



By: /s/ Nancy A. Fitzsimmons
   --------------------------
Name: Nancy A. Fitzsimmons
Title: Vice President





                                       2