Contract

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

EXHIBIT 4.15

SHARE PURCHASE AGREEMENT

BETWEEN

ALSTOM HOLDINGS

and

ALSTOM

AND

AREVA

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

TABLE OF CONTENTS

SECTION I—DEFINITIONS AND INTERPRETATION		5
1	Definitions	5
2	Principles of Construction	11

SECTION II—SALE AND XXXXXXXX		00
0	Sale and Xxxxxxxx	00
0	Purchase Price of the Shares	14
5	Conditions	21
6	Pre-Closing and Reorganisation Matters	24
7	Closing	41

SECTION III—POST-CLOSING OBLIGATIONS		42
8	Guarantees	42
9	Other Matters	43
10	Non Compete Undertaking / Non-Poaching	44

SECTION IV—REPRESENTATIONS AND WARRANTIES		47
11	Representations of the Purchaser	47
12	Representations of the Seller	47
13	Indemnity	69
14	Environmental indemnity	76
15	UK Pensions	88
16	Certain Claims and Litigations—Material Defects—Contracts	98

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SECTION V—MISCELLEANOUS PROVISIONS		101
17	Announcements	101
18	Confidentiality	101
19	Substitution—Successors and Assigns	103
20	Variation etc.	103
21	Method of Payment	103
22	Costs	103
23	Interest	104
24	Cooperation	104
25	Whole Agreement	104
26	Notices	104
27	Severability	105
28	Governing Law and Dispute	105
List of Schedules		107

* *

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SHARE PURCHASE AGREEMENT

BETWEEN:

ALSTOM HOLDINGS, a French société anonyme with a share capital of Euro 401,500,000 whose registered office is at 00 xxxxxx Xxxxxx, 00000 Xxxxx, registered under number B 347 951 238 RCS Paris, represented by Xx. Xxxx Xxxxxx, in his capacity as Président Directeur Général, duly empowered for the purpose hereof;

AND

ALSTOM, a French société anonyme with a share capital of Euro 352,075,653.75 whose registered office is at 00 xxxxxx Xxxxxx, 00000 Xxxxx, registered under number B 389 058 447 RCS Paris, represented by Xx. Xxxx Xxxxxx, in his capacity as Directeur Général, duly empowered for the purpose hereof;

(hereafter collectively referred to as the “Seller”) acting jointly and severally (“solidairement”);

On the one hand,

AND:

AREVA, Société de Participations du Commissariat à l’Energie Atomique a French société anonyme with a share capital of Euro 1,346,822,638 organised under French law, whose registered office is at 00-00, xxx Xx Xxxxxxxx, 00000 Xxxxx, registered under number 000 000 000 RCS Paris, represented by Xx. Xxxxxx Arbola, in his capacity as membre du directoire, duly empowered for the purpose hereof;

(hereafter referred to as the “Purchaser”)

On the other hand.

Each of the Seller and the Purchaser are hereinafter referred to as, individually, a “Party” and, collectively, the “Parties”.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

WHEREAS:

(A)

The Seller carries out the T&D Activities which, in certain cases, are currently integrated with other activities so that they are conducted through sites or legal entities within the Seller’s Group which are not fully dedicated to the T&D Activities.

(B)

The Seller is willing to dispose of its T&D Activities and has initiated and intends to implement the Reorganisation whereby the T&D Activities shall be transferred, most of which, prior to the Closing Date to T&D Holding Etranger, a French société anonyme with a share capital of Euro 37,000 whose registered office is at 00 Xxxxxx Xxxxxx 00000, Xxxxx, registered under number 449 834 308 RCS Paris (“Newco”), or to any of its subsidiaries.

(C)

The Purchaser has expressed an interest in acquiring the T&D Activities and has been invited to perform certain due diligences on the T&D Activities.

(D)

On the Closing Date, the Seller will own all of the shares and voting rights in Newco (the “Shares”).

(E)

The Purchaser wishes to acquire the Shares and the Seller wishes to sell the Shares in each case under the terms and conditions of this Agreement.

IT IS AGREED AS FOLLOWS:

SECTION I—DEFINITIONS AND INTERPRETATION

Definitions

In this Agreement, in addition to such terms as are defined elsewhere in this Agreement, the following terms have the meanings specified in this Clause 1:

2002 Accounts

means the audited combined pro-forma financial statements of the T&D Activities as of 31 March 2002 and for the 12 months then ended, including a combined balance sheet (bilan), a combined income statement (compte de résultat) and a combined cash flow statement, as well as notes (annexe) relating thereto;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2003 Accounts		means the audited combined pro-forma financial statements of the T&D Activities as of 31 March 2003 and for the 12 months then ended, including a combined balance sheet (bilan), a combined income statement (compte de résultat) and a combined cash flow statement, as well as notes (annexe) relating thereto;
Affiliated Company		means, in respect of any company, a company which is controlled by that first entity or which controls that first company or which is controlled by the person controlling the first company;
Agreement		means this agreement;
Bonds		means any guarantee issued by banks, insurance companies or any other financial institutions guarantees securing any debt or obligation of the Companies (such as bid bonds, advance payment bonds, performance bonds, warranty bonds, retention bonds etc.), the list of which as of 23 September 2003 at 3 p.m. is set out in Schedule 8.2 and shall be updated as of the Closing Date in accordance with Clause 8.2;
Business		means any of the following businesses constituting the T&D Activities: Energy Automation & Information Systems (EAI), Energy Distribution Systems (EDS), High Voltage Switchgears (HVB), Medium Voltage Switchgears (MVB), Power Transformers (PTB), Transmissions & Distribution Services (TDS) and Transmissions Project (TPB);
Business Day		means a day on which banks are open for business in France (excluding Saturdays, Sundays and public holidays in France);
Closing		means the completion of the sale and purchase of the Shares pursuant to this Agreement;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Closing Accounts		means the proforma combined balance sheet (bilan), combined income statement (compte de résultat), a combined cash flow statement, as well as notes (annexe) relating thereto, of Newco (including the Non-Transferred Activities) as of the Reference Date and for the period from 1 April 2003 to the Reference Date;
Closing Contractually Adjusted Accounts		means the Closing Accounts adjusted, as the case may be, in accordance with the provisions of Clause 4.2 of this Agreement;
Closing Adjusted Net Financial Debt		means the Closing Net Financial Debt adjusted, as the case may be, in accordance with the provisions of Clause 4.2 of this Agreement;
Closing Date		means the date on which Closing occurs;
Closing Estimated Net Financial Debt		means the Closing Net Financial Debt as estimated by the Seller pursuant to Clause 4.3 of this Agreement;
Closing Net Financial Debt		means the consolidated net financial debt of Newco as of the Reference Date, as defined in Schedule 4.2 (2);
Closing Payment		means the payment set forth in Clause 4.4.2.1;
Companies		means Newco and all legal entities set forth in Schedule 3.2 (2) (whether existing at the date hereof or to be created for the purpose of the Reorganisation);
Differential		means the difference between the Closing Adjusted Net Financial Debt and the Closing Estimated Net Financial Debt;
Encumbrance		means any sûreté, nantissement, gage, hypothèque, option or other real or personal right (“droit réel ou personnel”) restricting the ownership of the relevant asset;
Entities Carrying Out the T&D Activities		means (i) all legal entities within the Seller’s Group other than the Companies which carry out T&D Activities at the date hereof and (ii) the Companies;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

EONIA		means in relation to any amount in Euro on which interest for a given period is to accrue, the daily percentage rate equal to the offered quotation which appears on the page of the Telerate Screen which displays an average rate for deposits in Euro (presently page 247) at or about 11.00 am (Paris time) or, if such page or such service shall cease to be available, such other page or such service for the purpose of displaying an average rate for the Euro as the Purchaser shall select;
Excluded Assets		has the meaning set forth in Clause 3.3;
Excluded Liabilities		has the meaning set forth in Clause 3.3;
Expert Accountant		means KPMG or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, a firm of commissaires aux comptes of international standing to be agreed by the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement to be nominated on the application of either of them by the President of the Tribunal de Commerce de Paris acting in summary proceedings both parties being duly heard;
Expired Bond		means a Bond which relates to a commercial contract for which the guarantee period has expired or all obligations of the relevant contracting entity have been fulfilled. For the avoidance of doubt, even if such entity did not receive from the customer any certificate of acceptance, it shall not be deemed to have failed to perform its obligations under the relevant contract;
GAAP		means the generally accepted accounting principles used for the preparation of the 2002 Accounts and 2003 Accounts, as described in the notes thereto;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Intra Group Debts		means all indebtedness of a financial nature due by the Companies to the Seller’s Group Companies, including indebtedness resulting from the sale of shares or assets to Newco in the context of the Reorganisation;
Non-Transferred T&D Activities (NTA)		has the meaning set forth in Clause 6.2.1;
NTA Escrow Account		means the bank account opened in the books of the NTA Escrow Agent pursuant to the NTA Escrow Agreement;
NTA Escrow Agent		means Crédit Agricole Indosuez acting as escrow agent pursuant to the NTA Escrow Agreement;
NTA Escrow Agreement		means the escrow agreement to be entered into by the Seller, the Purchaser and the NTA Escrow Agent on Closing, substantially in the form attached in Schedule 1 (1) of this Agreement;
NTA Escrow Amount		means the amount paid by the Purchaser to the NTA Escrow Agent pursuant to Clause 6.2.1 (ix) and Clause 5.2.3 (ii);
Ordinary Course of Business		means the day-to-day management of the T&D Activities in compliance with (i) all applicable laws and regulations, (ii) bon père de famille standards and consistently with past practices and (iii) professional market practices;
Parent Company Guarantee		Means any guarantee given by or binding upon any members of the Seller’s Group in relation to any debt or obligation of the Companies, the exhaustive list of which as of 23 September 2003 at 3 p.m. is set out in Schedule 8.1 and shall be updated in accordance with Clause 6.9 and as at the Closing Date in accordance with Clause 8.1;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Payment Account Details		means, in relation to any payment to be made under or pursuant to this Agreement, the name, account number, short code, account location and other details specified by the payee and necessary to effect payment (whether by cheque, banker’s draft, telegraphic or other electronic means of transfer) to the payee; details of the Payment Account Details shall be sent by the payee to the payer at least five (5) Business Days before the date on which the payment must be made;
Price Escrow Account		means the bank account opened in the books of the Price Escrow Agent pursuant to the Price Escrow Agreement;
Price Escrow Agent		means Crédit Agricole Indosuez acting as escrow agent pursuant to the Price Escrow Agreement;
Price Escrow Agreement		means the escrow agreement to be entered into by the Seller, the Purchaser and the Price Escrow Agent on Closing, substantially in the form attached in Schedule 1 (2) of this Agreement;
Price Escrow Amount		means the amount of 50 Millions Euro paid by the Purchaser to the Price Escrow Agent pursuant to Clause 4.4.2.2;
Provisional Price		has the meaning set forth in Clause 4.3;
Purchase Price		has the meaning given to it in Clause 4.1;
Purchaser’s Accountants		means PriceWaterhouse Coopers;
Purchaser’s Group		means the Purchaser and any of its Affiliated Companies from time to time (including for the avoidance of doubt the Companies after the Closing Date but excluding the Commissariat à l’Energie Atomique (CEA));
Reference Date		means the last day of the month during which all the conditions precedent provided for in Clause 5 have been satisfied or waived or any other date agreed upon between the Parties and which shall be the reference date for the establishment of the Closing Accounts;
Release Payment		has the meaning set forth in Clause 4.2.2

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Reorganisation		has the meaning set forth in Clause 6.2.1;

Reorganisation Committee		has the meaning set forth in Clause 6.2.1 (x);

Seller’s Accountants		means Deloitte Touche Tohmatsu;

Seller’s Group		means the Seller and any of its Affiliated Companies (other than the Companies);

Senior Employee		means any employee of the Companies whose annual gross basic salary (excluding bonus or assimilated benefit) is in excess of Euro 125.000;

Taxation or Tax		means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation custom duties, social security contributions and any payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto;

Transitional Services Agreements		means the agreements relating to the support services to be provided by the Seller’s Group to Newco and the Companies and, in certain cases, vice-versa after Closing, the main terms of which are reflected in Schedule 6.3;

Territories		means for the purpose of Clause 10.1 any country where the T&D Activities are conducted;

T&D Activities		means the activities defined in Schedule 3.2 (2).

Principles of Construction

2.1

The Schedules form part of this Agreement and any reference to this Agreement shall include the Schedules.

2.2

The meanings of the defined terms are applicable to both the singular and plural forms thereof.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2.3

The headings used in this Agreement have been adopted by the parties for ease of reference only and the parties declare that these headings are not to be comprised in this Agreement and shall not in any event influence the meaning or interpretation of this Agreement.

2.4

When calculating the period of time within which or following which any act is to be done or step taken, the rules described in article 640 to 642 of the Nouveau Code de Procédure Civile shall be applied.

2.5

Reference to a “company” shall include any company, corporation or other body corporate wherever and however incorporated (including a Groupement d’Intérêts Economique).

2.6

The word “control” shall have the meaning ascribed to it in article 233-3 of the Code de Commerce or similar provisions under the applicable laws in the relevant jurisdiction

SECTION II—SALE AND PURCHASE

Sale and Purchase

3.1

Subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, all of the Shares free and clear from any Encumbrance, with all rights attached or accruing to them as of the Reference Date, ownership of the Shares being transferred to the Purchaser on Closing.

3.2

Without prejudice of the provisions of Clause 6.2, the Seller shall have transferred to Newco and the other Companies the T&D Activities conducted in the jurisdictions a list of which is set forth in Schedule 3.2 (1) and corresponding to a substantial part of the T&D Activities pursuant to the Reorganisation prior to the Reference Date.

Notwithstanding the above, with respect to the T&D Activities conducted in the United States of America and the United Kingdom, the Purchaser shall have the right to designate to the Seller, no later than 60 days prior to the Closing Date, one or more member to the Purchaser’s Group in order to complete in lieu of Newco on the Closing Date the acquisition as provided for in the Reorganisation Plan (a “Direct Transfer”), in which case:

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(i)

the purchase price for the acquisition of the shares or the assets under such Direct Transfer shall be deemed duly paid on behalf of such member of the Purchaser’s Group by the Purchaser when paying the Purchase Price to the Seller who shall reallocate part of said Purchase price to the relevant member of the Seller’s Group;

(ii)

the representations and warranties and other indemnification obligations provided for in Clauses 12, 13, 14, 15 and 16 shall apply to such Direct Transfer, insofar as they relate to said Company; and

(iii)

the documents to be delivered on Closing with respect to such Direct Transfer shall be those referred to in Clause 7.2 where applicable.

Schedule 3.2 (2) (i) describes the T&D Activities and contains (ii) a list of the legal entities dedicated to T&D Activities and, with respect to legal entities which are not entirely dedicated to T&D Activities, the list of the business units (CARAT units) carrying out the T&D Activities, in each case as of the date hereof and prior to the implementation of the Reorganisation and (iii) a list of the legal entities to carry out the T&D Activities after the implementation of the Reorganisation.

3.3

As expressly agreed by the Parties, the following items shall not be comprised in the scope of the acquisition contemplated herein : (i) the assets and rights (and any liability whatsoever in connection therewith including off-balance sheet commitments and liabilities) which are set forth in Schedule 3.3 (1) (the “Excluded Assets”) and (ii) the liabilities which are set forth in Schedule 3.3 (2) (the “Excluded Liabilities”).

The Seller undertakes and, as the case may be, shall procure that as from the Reference Date (i) the Companies shall not own, whether directly or indirectly, any Excluded Asset and (ii) the Purchaser and the Companies shall not be liable under any Excluded Liability, in both cases whether or not as a result of the Reorganisation.

Accordingly:

(i)

should nevertheless any of the Excluded Assets or Excluded Liabilities be transferred to any of the Companies for any reason whatsoever; or

(ii)

should any of the Companies be harmed in connection with all or any of the Excluded Assets and/or Excluded Liabilities;

then the Seller shall indemnify and keep the Purchaser and the Companies harmless against any consequence whatsoever (including all liabilities, costs, damages (“préjudice”) and expenses) suffered or incurred by the Companies or any of them as a result of the above.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

3.4

Schedule 3.4 contains the following:

3.4.1

In paragraph A, a list of legal entities which are legal Entities Carrying Out the T&D Activities but which are not comprised in the perimeter for the combination of the 2003 Accounts but shall nevertheless be transferred to the Purchaser and on which the Seller hereby agrees to provide the Purchaser with more information (including but not limited to last available company accounts and shareholding details).

3.4.2

In paragraph B, a list of legal entities which are legal Entities Carrying Out the T&D Activities but which are not comprised in the perimeter for the combination of the 2003 Accounts and which the Purchaser shall be entitled to have excluded from the T&D Activities to be transferred to Newco, unless the Purchaser decides otherwise at the latest on 31 December 2004.

3.4.3

In paragraph C, a list of business units which are comprised in the perimeter for the combination of the 2003 Accounts which the Purchaser shall be entitled to exclude if no specific agreement is entered into with the Seller to be agreed upon prior to Closing, which agreements shall be validated through the Reorganisation Committee.

3.4.4

In paragraph D, a list of business units which shall be closed down at the latest on the Closing Date, such closing down to be ensured through the Reorganisation Committee (the balance sheet of such business units shall show, as a result of such process, no assets and no liabilities whatsoever).

3.4.5

In paragraph E, a list of jurisdictions which shall be reviewed by the Parties through the Reorganisation Committee to confirm that the legal entities, business units or other elements (such as employees) in such jurisdictions are comprised in the T&D Activities. If such confirmation cannot be obtained, the Reorganisation Committee shall decide whether to exclude any relevant legal entities, business units or other elements and in all other cases such legal entities, business units and other elements shall be dealt with in accordance with Clause 6.2.1.

Purchase Price of the Shares

4.1

Amount

The aggregate consideration for the sale of the Shares (the “Purchase Price”) shall be the payment by the Purchaser of an amount which is equal to the difference between:

(i)

nine hundred fifty thousand millions euros (€950,000,000) (the “Enterprise Value”) and

(ii)

the consolidated net financial debt of Newco as of the Reference Date and adjusted, as the case may be, pursuant to Clause 4.2 (the “Closing Adjusted Net Financial Debt”).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

The Closing Adjusted Net Financial Debt shall not be more than nine hundred thousand millions euros (€900,000,000).

For the avoidance of doubt, if the Closing Adjusted Net Financial Debt is a negative amount, the Purchase Price shall be equal to the Enterprise Value increased by such amount.

4.2

Assessment of the Purchase Price

4.2.1

For the purpose of assessing the Purchase Price, the Seller shall:

(i)

cause Newco (and any relevant Company or Entity Carrying out T&D Activities) to draw up the Closing Accounts according to the accounting principles and the combination methods both defined in Schedule 4.2 (1) (respectively the “Accounting Principles” and the “Combination Methods”). The Seller’s Auditor shall issue an unqualified audit opinion on the Closing Accounts;

(ii)

prepare a statement including the calculation of the Closing Net Financial Debt (as defined in Schedule 4.2 (2)) deriving from the Closing Accounts (the “Closing Net Financial Debt Statement”).

For the purpose of preparing the Closing Accounts and the Closing Net Financial Debt Statement, the Purchaser shall procure that Newco and the other Companies (i) apply the Seller’s existing internal reporting procedures as to the content, format, planning and timing and (ii) give access to the Seller and the Seller’s Accountants during the normal working hours, to any information and documents required for such preparation and to the reporting, legal, financial and Business managers of the Companies, subject to prior reasonable notice to the Purchaser and provided that such access shall not be unduly disruptive.

4.2.2

The Seller shall deliver the audited Closing Accounts and the Closing Net Financial Debt Statement to the Purchaser no later than 90 days following the Closing Date. The Purchaser shall have a 30-day period to review the Closing Net Financial Debt Statement and the Closing Accounts and may notify, within said 30-day period, its disagreement on the amount of the Closing Net Financial Debt included in the Closing Net Financial Debt Statement together with the reasons for such disagreement in reasonable detail by units and items and the corresponding challenged items of the Closing Accounts (the “Purchaser’s Disagreement Notice”).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

As the case may be, the Price Escrow Agent shall release to the Seller, in accordance with the provisions of the Price Escrow Agreement, within 5 Business Days of the delivery by the Seller of the Closing Net Financial Debt Statement, part of the monies standing to the credit of the Price Escrow Account corresponding to an amount equal to one half of the excess, if any, of (i) the Price Escrow Amount over (ii) the excess, if any, of the Closing Net Financial Debt (as it appears in the Closing Net Financial Debt Statement delivered by the Seller to the Purchaser) over the amount of the Closing Estimated Net Financial Debt together with interest accrued on such amount (the “Release Payment”).

4.2.3

In the absence of a Purchaser’s Disagreement Notice, the Closing Net Financial Debt shall become the Closing Adjusted Net Financial Debt and shall be, together with the Closing Accounts, final and binding on the Parties for the purpose of determining the Purchase Price.

4.2.4

If the Purchaser gives a Purchaser’s Disagreement Notice, the Seller may serve a notice stating its reasons for disagreement (in reasonable detail) with the Purchaser’s Disagreement Notice (the “Seller’s Disagreement Notice”) within 20 days of receipt by the Seller of the Purchaser’s Disagreement Notice.

For this purpose, the Seller shall be entitled to access to information and documents on the same basis as set out in Clause 4.2.1, but such access shall be only for the purpose of dealing with specific issues identified in the Seller’s Disagreement Notice and any access to personnel shall be in presence of representatives of the Purchaser.

4.2.5

If the Seller does not serve such a Seller’s Disagreement Notice, the Closing Net Financial Debt Statement and the Closing Accounts as amended to reflect the matters specified in the Purchaser’s Disagreement Notice shall be respectively the Closing Adjusted Net Financial Debt and the Closing Contractually Adjusted Accounts and shall be final and binding on the Parties for the purpose of determining the Purchase Price.

If the Seller serves such a Seller’s Disagreement Notice, the Purchaser and the Seller shall attempt, within a further 7 days, in good faith to reach agreement in respect thereof and if they are unable to do so then, the Closing Net Financial Debt Statement and the Closing Accounts shall be referred to the Expert Accountant at the request of the most diligent party.

4.2.6

Once the Expert Accountant has accepted his assignment and acknowledged the rules applicable thereto, and except to the extent that the Parties agree otherwise, the Expert Accountant shall:

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

4.2.6.1

except as otherwise set out in this Agreement, determine only:

(i)

whether any of the arguments for an alteration to the Closing Net Financial Debt Statement and the Closing Accounts put forward in the Seller’s Disagreement Notice or the Purchaser’s Disagreement Notice is correct in whole or in part; and

(ii)

if so, what alterations should be made to the Closing Net Financial Debt Statement and the Closing Accounts in order to correct the relevant inaccuracy in them and therefore determine the Closing Adjusted Net Financial Debt;

4.2.6.2

the Expert Accountant shall apply the provisions of Schedules 4.2 (1) and 4.2 (2) and the principles set out in Clause 4.2.1.

4.2.7

The procedure of the Expert Accountant shall:

4.2.7.1

give the Parties a reasonable opportunity to make written and oral representations;

4.2.7.2

require that the Parties supply each other with a copy of any written representations at the same time as they are made to the Expert Accountant;

4.2.7.3

permit each Party to be present while oral submissions are being made by any other party;

4.2.8

In view of the determination pursuant to Clause 4.2.6.1 the Expert Accountant shall prepare and deliver no later than 15 days from its appointment to each Party his report on any adjustment pursuant to Clause 4.2.6.1. The Expert Accountant’s report shall (i) be made in writing and (ii) unless otherwise agreed by the Parties, include the reasons for each relevant determination.

4.2.9

The Expert Accountant shall act in accordance with Article 1592 of the Code Civil and its determination of any matter falling within its assignment shall be final and binding on the Parties save in the event of manifest error (erreur grossière). In particular, its determination of the Closing Net Financial Debt and the Closing Accounts shall be deemed to be respectively the Closing Adjusted Net Financial Debt and the Closing Contractually Adjusted Accounts, which shall then be final and binding on the Purchaser and the Seller for the purpose of determining the Purchase Price.

4.2.10

The Parties shall co-operate with the Expert Accountant and comply with its reasonable requests made in connection with the carrying out of its duties under this Agreement. In particular, without limitation, the Purchaser or the Seller, as applicable,

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

shall procure that the Companies shall keep up to date and make available to the Seller, the Seller’s Accountant, the Purchaser, the Purchaser’s Accountant and the Expert Accountant its books and records during the period from the appointment of the Expert Accountant down to the making of the determination.

4.2.11

The fees of the Expert Accountant shall be equally shared between the Seller and the Purchaser.

4.2.12

Once the Closing Adjusted Net Financial Debt is finally determined, the Purchaser and the Seller shall jointly deliver to the Price Escrow Agent, within 5 Business Days of such final determination, the letter substantially in the form of the schedule of the Price Escrow Agreement specifying the amounts to be remitted to the Purchaser and/or the Seller (the “Determination Letter”) so that the Price Escrow Agent can release the relevant amounts standing to the credit of the Price Escrow Account in accordance with the Price Escrow Agreement and Clause 4.4.4 below.

4.2.13

The instructions of the Parties to the Expert Accountant shall provide that in the event that the Closing Adjusted Net Financial Debt, as the case may be, shall have been determined by the Expert Accountant in accordance with the procedure set forth in Clause 4.2, and the Determination Letter shall not have been timely delivered by the Purchaser and the Seller jointly, the Expert Accountant shall deliver to the Price Escrow Agent at the request of either the Seller or the Purchaser a letter specifying the Differential (save that such letter may be replaced by a letter containing the same information sent jointly by the parties hereto to the Price Escrow Agent), so that the Price Escrow Agent can release the relevant amounts standing to the credit of the Price Escrow Account in accordance with the Price Escrow Agreement and Clause 4.4.4 below.

4.2.14

The Seller and the Purchaser shall procure that, respectively, the Seller’s Accountants and the Purchaser’s Accountants give each other access to their working papers in relation with the determination of the Closing Adjusted Net Financial Debt and the Closing Contractually Adjusted Accounts.

4.3

Determination of the Provisional Price

For the purpose of determining the amount to be paid provisionally by the Purchaser on the Closing Date (the “Provisional Price”), the Seller shall estimate in good faith the amount of the Closing Net Financial Debt on the Reference Date (the “Closing Estimated Net Financial Debt”) and provide the Purchaser with the corresponding amount 15 days before the Closing Date in a statement identifying the amounts corresponding to each line item identified in Schedule 4.2 (2); such statement should also specify in sufficient detail the amount of the Intra Group Debt as of the Reference Date and the amount of the Companies’ indebtedness of a

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financial nature towards third parties (excluding the Seller’s Group) as of the Reference Date.

Said estimation by the Seller of the amount of the Closing Estimated Net Financial Debt shall be made in accordance with the provisions of Schedules 4.2 (1) and 4.2 (2) on the basis of information available at the time of said estimation.

The Provisional Price shall be equal to the difference between:

(i)

the Enterprise Value and,

(ii)

the Closing Estimated Net Financial Debt.

4.4

Payment of the Purchase Price

4.4.1

[NOT USED]

4.4.2

On the Closing Date, the Purchaser shall:

4.4.2.1

pay to the Seller an amount (the “Closing Payment”) which is equal to the Provisional Price reduced by:

(i)

the Price Escrow Amount and,

(ii)

the NTA Escrow Amount.

4.4.2.2

place the Price Escrow Amount with the Price Escrow Agent pending the determination of the Purchase Price in accordance with Clause 4.2.

4.4.2.3

place the NTA Escrow Amount, if any, with the NTA Escrow Agent in accordance with Clause 6.2.1 (ix).

Such payments shall be effected by crediting at same day value (i) the amount of the Closing Payment to the account specified in the Payment Account Details of the Seller, (ii) the Price Escrow Amount to the Price Escrow Account in accordance with the Price Escrow Agreement and (iii) the NTA Escrow Amount to the NTA Escrow Account in accordance with the NTA Escrow Agreement.

4.4.3

[NOT USED]

4.4.4

On the day falling five (5) Business Days after the date on which the procedure described in Clause 4.2 concerning the determination of the Closing Adjusted Net Financial Debt is complete, the following shall apply:

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(i)

if the Differential is equal to zero, the Price Escrow Agent shall pay to the Seller an amount equal to the monies then standing to the credit of the Price Escrow Account (the “Outstanding Price Escrow Amount”); or

(ii)

if the Differential is positive and comprised between zero Euro and the amount corresponding to the Outstanding Price Escrow Amount, the Price Escrow Agent shall pay (aa) to the Seller an amount equal to the difference between the Outstanding Price Escrow Amount and the Differential and (bb) to the Purchaser an amount equal to the Differential, in accordance with the provisions of the Price Escrow Agreement; or

(iii)

if the Differential is positive and equal to the amount corresponding to the Outstanding Price Escrow Amount, the Price Escrow Agent shall pay to the Purchaser an amount equal to the Outstanding Price Escrow Amount, in accordance with the provisions of the Price Escrow Agreement; or

(iv)

if the Differential is positive and higher than the amount corresponding to the Outstanding Price Escrow Amount, the Price Escrow Agent shall pay to the Purchaser an amount equal to the Outstanding Price Escrow Amount, in accordance with the provisions of the Price Escrow Agreement and the Seller shall pay to the Purchaser an amount equal to the difference between the Differential and the Outstanding Price Escrow Amount; or

(v)

if the Differential is negative, the Price Escrow Agent shall pay to the Seller an amount equal to the Outstanding Price Escrow Amount, in accordance with the provisions of the Price Escrow Agreement and the Purchaser shall pay to the Seller an amount equal to the Differential taken as a positive amount.

4.4.5

The Seller may elect, no later than 30 days prior to the scheduled Closing Date, to have any of the Price Escrow Agreement or the NTA Escrow Agreement replaced by the delivery to the Purchaser on the Closing Date of a first demand bank guarantee of same amount. The Purchaser may decide, in a discretionary manner, to consent to the delivery of such first demand bank guarantee.

4.5

Repayment of Intra Group Debts

On the Closing Date:

(i)

the Purchaser shall, at its election, repay or cause any of the Companies to repay to the Seller or any member of the Seller’s Group all outstanding Intra Group Debts as of the Reference Date (as set out in the statement delivered by the Seller pursuant to Clause 4.3), which amount shall not be higher than the Enterprise Value in the aggregate, any such debts being taken into account in

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the calculation of the Closing Net Financial Debt as further described in Schedule 4.2 (2); where applicable, the Seller shall and procures that each of any such member of the Seller’s Group shall execute an assignment deed pursuant to which he assigns to the Purchaser all and any rights against any of the relevant Companies under the corresponding debt;

(ii)

the Seller shall repay or cause any of the members of the Seller’s Group to repay to any of the Companies all outstanding indebtedness of a financial nature due by the Seller’s Group Companies to the Companies as of the Reference Date; as such amounts shall be evidenced by a certificate issued by the Seller’s Accountants on the Reference Date.

4.6

Indebtedness ratio

The aggregate amount of the Intra Group Debt together with the Companies’ indebtedness of a financial nature towards third parties shall be less than the amount of the Enterprise Value and the Companies’ indebtedness of a financial nature towards third parties shall be less than thirty per cent (30%) of the amount of the Enterprise Value.

Conditions

5.1

Conditions Precedent

The sale and purchase of the Shares pursuant to this Agreement is in all respects conditional upon satisfaction of the following conditions:

5.1.1

Conditions precedent to the obligations of the Purchaser:

(i)

without prejudice to the provisions of Clause 5.2, the Reorganisation shall have been completed in all respects in the jurisdictions a list of which is set forth in Schedule 3.2 (1), in accordance with the provisions of Clause 6.2 and Schedules 3.2 (2), 6.2.1 (1) and 6.2.3 (including in particular the granting of any consent or approval required for the purposes of the Reorganisation);

(ii)

no event shall have occurred which either (aa) has or is likely to have a material adverse impact on the perspectives, the business, the financial situation or the assets of the Companies taken as a whole (a “material adverse impact” meaning any impact affecting the Enterprise Value by one third thereof or more) or (bb) prevents or is likely to constitute an objective threat which would prevent any Party from performing any of its essential obligations under this Agreement. In this clause, “essential obligations” means with respect to the Seller, the following obligations : the delivery of the Shares and the granting of Representations and Warranties;

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(iii)

the Titres Subordonnés à Durée Déterminée Remboursables en Actions to be issued by ALSTOM and subscribed for by the French State in an amount of Euros 300 million and for a 20 year term shall have been duly issued by ALSTOM and subscribed and paid by the French State.

5.1.2

Conditions precedent to the obligations of both parties:

(i)

a clearance decision is issued by the EU-Commission under EU Regulation 4064/89 as amended and the applicable waiting period under the U.S. Xxxx-Xxxxx-Xxxxxx anti-trust improvements Act, has elapsed and no order, judgement or injunction has been issued in this respect by any competent court prohibiting or delaying the transaction contemplated hereunder;

(ii)

a clearance decision is issued by the competent authorities under any other applicable anti-trust regulation in all jurisdictions set forth in Schedule 5.1.2 (1) or any applicable waiting period has elapsed and no order, judgement or injunction in this respect has been issued by any competent court prohibiting the transaction contemplated hereunder;

(iii)

consent, approval from the relevant competent authorities or any applicable waiting period has elapsed under any applicable regulation in particular in relation with operational, defence or foreign investment issues in those jurisdictions set forth in Schedule 5.1.2 (2).

5.2

Responsibility for Satisfaction—Cooperation

5.2.1

Each of the conditions precedent provided for in Clause 5.1.1 (i) and (ii) are stipulated to the sole benefit of the Purchaser and may be waived by the latter only, at his discretion.

5.2.2

With respect to the condition precedent provided for in Clause 5.1.1 (i):

(i)

the Seller shall provide the Purchaser with all appropriate documents and information to evidence the matters referred to therein which would not have been provided to the Purchaser through the Reorganisation Committee pursuant to Clause 6.2.1 (viii), including a legal opinion in the form set out in Schedule 5.2.2 (i) issued by a reputable law firm confirming the fulfilment of the condition precedent provided for in said Clause 5.1.1 (i);

(ii)

the Reorganisation relating to the jurisdictions a list of which is set forth in Schedule 3.2 (1) shall be deemed to be completed in all respects if only some

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minor post-Reorganisation formalities would have still to be achieved on the Closing Date to the extent that the transfer to Newco and the other Companies of the T&D Activities in the above referred jurisdictions could not be jeopardized or affected in whatsoever manner by said post-Reorganisation formalities.

5.2.3

The Parties undertake to use their best efforts and to co-operate closely to obtain the fulfilment of any conditions precedent referred to in Clause 5.1 and, more generally, to have said conditions precedent satisfied as soon as possible and by the latest on 31 December 2003 (unless otherwise agreed between the Parties), it being specified that:

(i)

where the Seller becomes aware of any event, fact or third party decision or action which may lead to the non-satisfaction of any condition precedent, he shall promptly inform the Purchaser thereof and the Parties shall meet and discuss in good faith how to remedy the situation, without prejudice of the right of the Purchaser not to complete the acquisition contemplated in this Agreement, should any such condition precedent fail to be satisfied.

(ii)

should on the Closing Date any consent, approval required for such jurisdictions other than those set forth in Schedules 5.1.2 (1) and 5.1.2 (2), be still outstanding, Closing shall nevertheless occur and the provisions of Clause 6.2.1 (ix) shall apply mutatis mutandis;

(iii)

should the EU-Commission or any anti-trust authority require the divestment of certain assets, business or subject its clearance decision or consent to any condition, the Parties shall meet and discuss in good faith whether such condition has or is likely to have an impact on the present transaction and, if so, how to remedy the situation, without prejudice to the right of the Purchaser not to complete the present transaction, should any such condition appear, in its opinion, as unacceptable; such assessment by the Purchaser being made in a reasonable manner.

5.3

Non-Satisfaction

The Seller shall promptly give notice to the Purchaser of the satisfaction of the conditions mentioned in Clause 5.1 within two (2) Business Days of becoming aware of the same. If any of the conditions in Clause 5.1 is not satisfied (or, where applicable, not waived by the Purchaser) at the latest by 31 December 2003, unless the Parties would decide otherwise, this Agreement shall automatically terminate without any indemnity from any party to the other.

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Pre-Closing and Reorganisation matters

6.1

Ordinary Course of Business

6.1.1

Without prejudice to any exception expressly provided for in this Agreement and without prejudice to the provisions of Clause 6.2 relating to the Reorganisation, the Seller shall procure that between the date hereof and the Closing Date, the T&D Activities shall be carried out in the Ordinary Course of Business.

6.1.2

In addition, between the date hereof and the Closing Date, without prejudice to the provisions of Clause 6.2 relating to the Reorganisation, the following decisions shall not be taken by the Seller with respect to the T&D Activities and by the Entities Carrying Out the T&D Activities, which the Seller so procures, without the prior written consent of the Purchaser, not unreasonably retained or delayed:

(i)

subject to any binding offers submitted by the Entities Carrying Out T&D Activities as of the date hereof, enter into any agreement or commitment whether with a third party or a member of the Seller’s Group in excess of Euro 25 Million per item exclusive of VAT;

(ii)

enter into any contract which is not capable of being terminated without compensation (except for contracts concluded for an indefinite term) or at any time with less than a twelve month notice, otherwise than in the Ordinary Course of Business, and enter into any lease agreement on any Property otherwise than at arm’s length conditions or grant any sub-lease agreement on any Property unless there is no other reasonable choice and in such a case at conditions which are not materially less favourable to the lessor than those provided for in the main lease agreement;

(iii)

enter into any lease or sub-lease agreement in respect of any sites located in Paris or suburbs whose transfer is envisaged at the date hereof;

(iv)

modify in any material respect the conditions applying to the collection of receivables or payment owed by the Entities Carrying Out the T&D Activities;

(v)

without prejudice to the provisions of sub-paragraph (ii) above, enter into, terminate, amend or vary any contract, transaction or arrangement material to any of the Businesses, nor remain in default in the performance thereof;

(vi)

agree to cancel or waive any substantial debts, claims or any rights (other than those referred to in Clause 6.2.1 (xviii)) in excess of Euro 200,000 held by any of the Entities Carrying Out the T&D Activities (including against the Sellers and its Affiliated Companies);

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(vii)

acquire any material asset, involving consideration, expenditure or liabilities in excess of Euro 2.5 Million Euro per item, exclusive of VAT nor dispose of any material asset, involving consideration, expenditure or liabilities in excess of Euro 500,000 per item, exclusive of VAT;

(viii)

without prejudice to the provisions of sub-paragraph (vii) above, transfer title or use of, dispose of or licence any part of the undertakings or assets which are material to their business;

(ix)

create any Encumbrance over any of the property, rights or assets otherwise than in the Ordinary Course of Business;

(x)

incur any additional borrowings or incur any other financial indebtedness (including as a result of the granting of guarantees, indemnity and commitment on behalf of any third party or any other off-balance sheet commitments), in each case in excess of Euro 2 Million, or incur any other financial intra-group borrowings or indebtedness and otherwise than in the Ordinary Course of Business;

(xi)

dismiss or engage any Senior Employee save as required by law; materially change the duties and powers of any Senior Employee;

(xii)

make any material amendment to the terms and conditions of employment of any Senior Employee (including any increase of compensation other than minor increases in the Ordinary Course of Business), grant any collective increase of the compensation to the employees nor modify or conclude collective agreements with the employees, increase or decrease the benefits of the pensions schemes applicable to any employee of the T&D Activities;

(xiii)

amend their articles of association or equivalent constitutional documents;

(xiv)

increase or reduce their share capital, issue any securities giving right to their share capital; capitalise or repay any amount standing to the credit of any of their reserve; redeem or purchase or agree to redeem or purchase any of their respective share capital;

(xv)

be a party to any sale or purchase of business, merger, contribution or spin-off;

(xvi)

modify any of the rights attached to any of their shares or create or issue any financial instruments or grant, acquire, sell or exercise, or agree to grant, acquire, sell or exercise any put or call option relating to financial instruments or other derivative transactions;

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(xvii)

change their current accounting methods or practices;

(xviii)

make any admission of liability with respect to, or settle, any claim, dispute or court, arbitral or administrative litigation to which any of the Companies is a party to, which admission or settlement involves an amount higher than Euro 500,000;

(xix)

enter into any Parent Company Guarantee the amount of which is more than Euro 2 Million;

(xx)

more generally, take any action which is inconsistent with the provisions of this Agreement or the consummation of the transactions contemplated herein ;

(xxi)

dispose of or agree to dispose of any Property otherwise than at fair market value.

Between the Reference Date and the Closing Date, the Seller procures that the Companies shall not make any cash payment to the benefit of the Seller or any entity of the Seller’s Group and the Seller shall not and procures that none of the members of the Seller’s Group shall grant any financial facility to any of the Companies.

6.1.3

Access to information

The Seller shall give access and shall procure that the Entities Carrying Out the T&D Activities give access to the Purchaser and its advisors, during the normal working hours, to their premises in order to review any information and documents (including but not limited to all agreements, corporate books, accounting records) relating to the T&D Activities which the Purchaser may reasonably request, it being understood that such access shall not be disruptive of the business of the Entities Carrying Out the T&D Activities and that the Seller shall be informed of any such request when made to Entities Carrying Out the T&D Activities.

6.2

Reorganisation

6.2.1

General Provisions

The Seller shall (i) procure that the assets, rights, liabilities and personnel comprised in the T&D Activities conducted in the jurisdictions a list of which is set forth in Schedule 3.2 (1) shall be transferred to the Companies prior to the Reference Date and (ii) make its best endeavours to have the assets, rights, liabilities and personnel comprised in the T&D Activities in the other jurisdictions than those set forth in Schedule 3.2 (1) transferred to the Companies as early as possible before or after the Reference Date, in accordance with the Reorganisation plan defined in Schedule 6.2.1

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(1) (the “Reorganisation”) in order, mainly, to have the Companies be able to operate the T&D Activities on a stand alone basis, subject to only (i) transitional services from the Seller and/or its Affiliated Companies to the benefit of the Companies and (ii) such other standard support services normally provided by a holding company of a group similar to the group to which each Party belongs.

The Reorganisation shall be completed under the Seller’s responsibility based, without limitation, on the following:

(i)

The Seller shall procure that : all rights (including but not limited to rights of ownership, right of use, rights in any jointly held asset or Property or rights jointly held with third parties in joint-ventures) held by Entities Carrying Out the T&D Activities which are necessary for the conduct of the T&D Activities (and only those ones) are transferred to the Companies (with the exception of the Excluded Assets and the Excluded Liabilities) or, where such transfer is not legally possible, that the relevant underlying asset or right shall be made available to them on terms which are not less favourable to the Companies than those on which the Entities Carrying Out the T&D Activities currently own or use such assets and rights, for so long as such transfer is not legally possible; should any such right not be so transferred or made available to any of the Companies on the Closing Date although legally possible or, where applicable, on the date of the effective transfer of the Non-Transferred T&D Activity, the Seller shall indemnify the Purchaser and/or any of the Companies from any consequence (including all costs, damages (“préjudice”) and expenses) suffered or incurred by them or any of them, in relation therewith.

(ii)

Any underlying assets or rights of the Seller’s Group which are necessary for the conduct of the T&D Activities but which are not the subject-matter of any of the rights referred to in the above paragraph (i) shall be:

(aa)

in the case of assets or rights exclusively used for or exclusively dedicated to the T&D Activities, transferred to the Companies or, where such transfer is not legally possible, made available to the Companies on terms which are not less favourable to the Companies than those on which the members of the Seller’s Group currently own or use such assets and rights;

(bb)

in the case of assets or rights predominantly used for or predominantly dedicated to the T&D Activities, transferred to the Companies or, where such transfer is not legally possible, made available to the Companies on terms which are not less favourable to the Companies than those on which the members of the Seller’s Group currently own or use such

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assets and rights, provided that the portion of such asset or right used by any member of the Seller’s Group shall be made available to any of them at cost to the paying entity established using the same principles as those used to establish such cost prior to the Closing Date;

(cc)

in the case of assets or rights predominantly used for or predominantly dedicated to the non T&D Activities, transferred to any member of the Seller’s Group, provided that the portion of such asset or right used by any Company shall be made available to any of them at cost to the paying entity established using the same principles as those used to establish such cost prior to the Closing Date;

(dd)

in the case of assets or rights equally used for or equally dedicated to the non T&D Activities together with other activities within the Seller’s Group, split between the relevant member of the Seller’s Group, so as to have such assets or rights jointly held by said entities, and where such split is not legally possible, made available to the relevant Companies on terms which are not less favourable to said Companies than those on which the members of the Seller’s Group currently own or use such assets or rights;

in each case, with no additional disbursement to the Purchase Price for the Purchaser, subject to the Purchaser’s prior information and consent given through the Reorganisation Committee.

With respect to the employees necessary for carrying out the T&D Activities but whose employment agreement could not automatically be transferred to any of the Companies by virtue of law, the Parties shall cooperate in order to have such employees consenting to become an employee of the relevant Company (with no change in their employment terms and conditions).

(iii)

No liabilities of whatever nature (including off-balance sheet commitments and liabilities) which would not pertain to the T&D Activities shall be transferred to the Companies or be assumed in whatsoever manner by the Companies as a result of the Reorganisation (including but not limited to (aa) obligations or liabilities towards minority shareholders in any entity within the Seller’s Group carrying out T&D Activities together with other activities, resulting from the transfer by such entity of said T&D Activities to any Company, (bb) joint and several liabilities with other entities within the Seller’s Group occurring by virtue of the law or otherwise as a result of the Reorganisation. The Seller shall indemnify and hold the Purchaser and/or any of the Companies harmless from any such liabilities and any consequence (including all costs, damages

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(“préjudice”) and expenses) suffered or incurred by them or any of them, in relation therewith.

(iv)

Save as provided in paragraph (v) below, the following shall be borne by the Seller so that no extra costs should arise for the transferees of the T&D Activities as a result of the Reorganisation : (aa) all costs relating to the Reorganisation until the completion of the Reorganisation (including but not limited to any adjustment to be made in order to have the Companies be able to operate the T&D Activities on a stand alone basis); (bb) any consequence, in particular Tax consequence (including but not limited to any Tax cost of (i) any degrouping charge related to the Reorganisation or (ii) any degrouping charge related to any reorganisation carried out prior to Closing or related to the Reorganisation, resulting from the sale of the Shares or any liabilities resulting from the Reorganisation, as a result of a Tax audit, which the Purchaser and/or the Companies would be held liable for; (cc) save as expressly provided in Clause 6.2.1, 6.2.3, 6.3 or 6.12, any cost relating to any change to be made at the relevant industrial and intellectual property registries;

Clauses 13.7.1, 13.7.2, 13.7.3.2, 13.7.5 and 13.8 shall apply mutatis mutandis in respect of any Tax audit for the purpose of this Clause 6.2.1 (iv);

For the purpose of enabling the Parties to monitor the Reorganisation costs, the Seller shall cause the Entities Carrying Out the T&D Activities to prepare a budget for such Reorganisation costs as soon as practicable after the date hereof and to report periodically to the Reorganisation Committee on costs actually incurred.

(v)

The asset price allocation in connection with the Reorganisation in the United States of America, the United Kingdom and Switzerland shall be decided by the Purchaser on the basis of an expert’s report prepared at the Purchaser’s expense and which the Seller shall only contest if it contains manifest errors causing loss to any relevant member of the Seller’s Group. If the Seller does so contest such report, the contested allocation shall be referred to an independent expert being a firm of valuation of international standing which shall be appointed by both Parties. Failing an agreement of the Parties on the identity of such expert, either Party may request his appointment by the President of the Tribunal de Commerce de Paris acting in summary proceedings, both Parties being duly heard. The decision of any such expert so appointed shall be final and binding upon the Purchaser and the Seller for the purpose of deciding on said contested allocation. The fees of the independent expert shall be shared between the Parties. Each relevant Party, including any Entity Carrying Out the

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T&D Activities shall bear its own Tax risks resulting from this asset price allocation.

(vi)

It is understood that the relevant share transactions and asset transactions completed in the framework of the Reorganisation shall be made, as a matter of principle, at fair market value on a country per country basis according to local generally accepted accounting principles (with the exceptions noted in Schedule 6.2.2 for assets transaction only).

(vii)

Insofar as it is required to be fulfilled prior to the Closing Date or, as the case may be, concerning the Non-Transferred T&D Activities, prior to the date of effective transfer of such Non-Transferred T&D Activity, the Seller shall or shall procure that any member of the Seller’s Group, fulfil any duty, obligation (including compliance with the conditions resulting from an approval of any relevant Tax authority) and formal reporting duty which conditioned the continuing application of any special tax regime applicable with respect to the Reorganisation, as the case may be, shall have been fulfilled. The Seller shall provide the Purchaser, through the Reorganisation Committee, with the list detailing (aa) the assets of the Entities Carrying Out the T&D Activities which tax basis differs from their GAAP book value and (bb) for each of those assets the difference between the GAAP book value and the tax basis which the Purchaser may request reasonably from time to time prior to the Closing Date.

(viii)

The Reorganisation shall be achieved in compliance with all applicable laws, regulations or contracts; in particular all consents, approval, clearance decisions required under any applicable laws, regulations or contracts in connection with the Reorganisation shall be obtained by the Companies or, as the case may be, any of the entities within the Seller’s Group.

(ix)

If it appears that any of the business units pertaining to the T&D Activities in such jurisdictions other than those set forth in Schedule 3.2 (1) cannot be transferred to any of the Companies on or prior to the Closing Date for any reason (other than a failure by the Seller to comply with its obligations hereunder) (a “Non-Transferred T&D Activity”) and if all other conditions precedent are satisfied or, as the case may be, waived, the following shall apply:

–

a portion of the Provisional Price corresponding to the amount of any relevant Non-Transferred T&D Activity, as such amount is set forth in Schedule 6.2.1 (2), shall be placed in escrow on the Closing Date (the “NTA Escrow Amount”); it being acknowledged that such amounts

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have been agreed upon by the Parties for the sole purpose of determining the amount to be placed in escrow;

–

monies credited to the NTA Escrow Account shall be released by the NTA Escrow Agent on the date of the effective transfer of the Non-Transferred T&D Activity or, at the latest, on 31 December 2004, unless otherwise agreed, in accordance with the provisions of the NTA Escrow Agreement and as follows:

•

if the Non-Transferred T&D Activity has been actually transferred to Newco or any of the Companies, the NTA Escrow Amount shall be released to the benefit of the Seller for an amount corresponding to the value of the relevant Non-Transferred T&D Activity (together with accrued interest);

•

if the Non-Transferred T&D Activity has not been actually transferred to any of the Companies at the latest, on 31 December 2004, unless otherwise agreed, the Purchase Price shall be deemed reduced for an amount corresponding to the value of the Non-Transferred T&D Activity and the NTA Escrow Amount shall be released (together with accrued interest to the benefit of the Purchaser);

in case a Non-Transferred T&D Activity can be transferred to any of the Companies:

•

the purchase price for the acquisition by such Company of said Non-Transferred T&D Activity shall be deemed duly paid on behalf of said Company by the Purchaser as a result of the release of the NTA Escrow Account to the Seller who shall reallocate part of said purchase price to the relevant member of the Seller’s Group having transferred the Non-Transferred T&D Activity;

•

the representations and warranties and other indemnification obligations provided for in Clauses 12, 13, 14, 15 and 16 shall apply, insofar as they relate to said Non-Transferred T&D Activity; and

•

the documents to be delivered on the date of effective transfer of such Non-Transferred T&D Activity with respect to said transfer shall be those referred to in Clause 7.2 where applicable.

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–

the economic ownership of the Non-Transferred T&D Activity shall be transferred to the Purchaser with effect as of the Reference Date;

–

pending the release of the NTA Escrow Amount, the Seller shall procure that (aa) all important matters relating to the conduct of the business of said Non-Transferred T&D Activity shall be referred in a timely fashion to the representative appointed by the Purchaser with respect to said Non-Transferred T&D Activity and any decision to be taken with respect to these important matters shall comply with the instructions given by said Purchaser’s representative; otherwise the conduct of the business of any of the Non-Transferred T&D Activities shall be in the Ordinary Course of Business and (bb) none of the entities corresponding to said Non-Transferred T&D Activity shall declare or pay any dividend or other distribution, or pay any fee to any member of the Seller’s Group (including without limitation, any management fee, except for fees corresponding to those identified services rendered to any of the entities corresponding to said Non-Transferred T&D Activity as of the date hereof or otherwise required in the course of the Reorganisation);

–

pending the release of the NTA Escrow Amount, (i) the other provisions of this Clause 6.2.1 shall continue to apply to the Reorganisation relating to the Non-Transferred T&D Activity and (ii) the Seller shall keep the Purchaser informed through the Reorganisation Committee on any legal step (including any Tax decision or formalities) to be taken in order to achieve the transfer of any Non-Transferred T&D Activity and the Seller shall provide the Purchaser with any appropriate document or information as may be reasonably requested by the latter.

(x)

The Seller shall give the Purchaser access to all information necessary for it (aa) to monitor the Reorganisation, (bb) to be satisfied that it is achieved in compliance with this Clause 6.2 and (cc) to prepare the integration of the Companies within the Purchaser’s Group.

(xi)

The Seller and the Purchaser shall form immediately after the date hereof a committee (the “Reorganisation Committee”) comprised of financial, legal, Tax and management representatives appointed by each Party, which shall meet at least fortnightly (or, as the case may be, at any other time as decided by the Parties). Through the Reorganisation Committee, the Purchaser shall inter alia:

–

be consulted on and satisfied with any material modification to the Reorganisation plan set forth in Schedule 6.2.1 (1), including but not

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

limited to the nature of the transaction (share deal, asset deal, the transaction value retained…);

–

be consulted on and satisfied with (aa) any solution to operate the T&D Activities on a stand alone basis (including but not limited to transitional services), (bb) any arrangement with respect to any sites, assets or rights pertaining to both T&D Activities and other activities within the Seller’s Group, so that the T&D Activities can be conducted, in each case, on a stand alone basis with no extra cash costs compared to cost to the paying entity established using the same principles as those used to establish such cost prior to the Closing Date;

–

be consulted on and satisfied with any solution to be implemented with respect to any leased Property, or leased asset pertaining to both T&D Activities and other activities within the Seller’s Group which shall comply with the following: the Seller shall procure that the corresponding landlord (aa) either concludes a separate lease agreement with the relevant Company in relation to the premises used by the latter or (bb) consents to the conclusion by the relevant tenant of a sublease with the relevant Company relating to the premises used by the latter and the Seller shall make his best endeavours to obtain from the landlord the continuing right of such Company to occupy such premises notwithstanding any termination of the main lease;

–

be consulted and satisfied with any solution to be implemented with respect to services shared between the T&D Activities and other activities within the Seller’s Group;

–

be informed of and give its prior consent to, any matter referred to in Clauses 6.2.1 (ii);

–

be provided with the information referred to in Clause 6.2.1 (vii);

If the Purchaser is dissatisfied with any matter on which it is consulted through the Reorganisation Committee it may require the Reorganisation Committee to prepare a written memorandum of no more than two pages setting out the positions of the representatives of the respective Parties, which shall be submitted to the Chief Executive Officers of ALSTOM and the Purchaser (or to any person mandated by either of them) within one week and such persons shall resolve the matter in dispute promptly.

(xii)

Concerning services which are currently shared between members of the Seller’s Group on the one hand and Entities Carrying Out the T&D Activities

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on the other hand, the Parties shall cooperate in order to find any solution satisfactory to the Purchaser. In the event the Parties agree through the Reorganisation Committee that transitional services shall be implemented, the following principles shall apply: where the corresponding services centres and employees are predominantly devoted to the T&D Activities, they shall be transferred to any Company and the Purchaser shall cause such Company to conclude on the Closing Date a services agreement with the relevant members of the Seller’s Group in order to provide them with such services at cost to the paying entity established using the same principles as those used to establish such cost prior to the Closing Date; where the corresponding services centres and employees are predominantly devoted to the non-T&D Activities, they shall be transferred to any member of the Seller’s Group and the Seller shall cause such member of the Seller’s Group to conclude on the Closing Date a services agreement with the relevant Companies in order to provide them with such services at cost to the paying entity established using the same principles as those used to establish such cost prior to the Closing Date.

6.2.2

Legal Reorganisation

The legal Reorganisation shall be achieved by the Seller in accordance with the terms and conditions set forth in Schedule 6.2.2.

6.2.3

Operational Reorganisation

The operational Reorganisation (including IT, HR and Insurance matters) shall be achieved by the Seller in accordance with the terms and conditions set forth in Schedule 6.2.3.

6.3

Transitional Services

On the date hereof, the Parties are not in a position to agree on the definitive terms of Transitional Services Agreements. Immediately after the date of this Agreement, the Parties shall negotiate in good faith (if appropriate through the Reorganisation Committee) the detailed provisions of said Transitional Services Agreements in accordance with (i) the terms set forth in Schedule 6.3 and (ii) any decision made after satisfactory consultation of the Purchaser through the Reorganisation Committee. To that end, the Seller shall provide the Purchaser and its advisors with any information and documents that they may reasonably request. The Seller shall or, as the case may be, shall procure that any of its Affiliated Companies conclude the Transitional Services Agreements with the Companies at the latest on the Closing Date.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

6.4

Foreign exchange transactions

The transfer or settlement procedure, with respect to the T&D Forex Contracts (as defined in Schedule 6.4), is outlined in Schedule 6.4.

6.5

Premium to Seller’s insurance companies

The Seller shall indemnify and hold the Purchaser and/or any of the Companies harmless from any premium relating to any time period prior to the Closing Date the payment of which would be requested by any insurance company save to the extent that the same premium amount has been accrued in the books of the relevant Company and taken into account as part of the operating working capital as defined in Schedule 4.2 (2) on the Reference Date for the purpose of the preparation of the Closing Adjusted Net Financial Debt.

As far as any of the Seller’s captive insurance company is concerned, no premium will be paid after the Closing Date.

In case such request for payment would be made, the Purchaser shall notify the Seller thereof and the Seller shall within 8 days of notification pay to the Seller’s captive insurance company the amount of the requested premium.

6.6

Pensions and other benefit plans

With respect to pensions and other benefit plans applying to employees of the T&D Activities, the Seller shall comply with the obligations set forth in Schedule 6.6.

6.7

Change in the accounting year of the Companies

The Seller shall procure that the Companies shall take any legal steps in order to have their current accounting year ending on 31 December 2003 and, where not practicable, the Parties shall cooperate to have the closing of their accounting year changed to 31 December, as soon as practicable after the Closing Date.

6.8

Newco’s statutory auditors

Newco’s statutory auditors shall be appointed upon the proposal which will be made by the Purchaser to the Seller no later than 26 November 2003.

6.9

Guarantees

The Parties shall cooperate prior to the Closing Date in order:

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(i)

to obtain, at the earliest date after the Closing Date, the release of the Seller from the obligations resulting from the Parent Company Guarantees as provided for in Clause 8.1 and the maintaining or, as the case may be, the substitution of the Bonds as provided for in Clause 8.2; and

(ii)

for the Purchaser to have a full and unrestricted right of use (free of charge) of the IT systems and database relating to Parent Company Guarantees and Bonds on the Closing Date so as to enable the Purchaser to autonomously manage such Parent Company Guarantees and Bonds.

The list of Parent Company Guarantees issued in order to secure (i) the Bonds and (ii) external debt of the Entities Carrying Out the T&D Activities set forth in Schedule 8.1 shall be updated by the Seller within fifteen (15) days as from the date hereof.

In addition, the Seller shall procure that the Entities Carrying Out the T&D Activities shall use their best effort to obtain prior to the Closing Date the release of the expired Bonds ; this obligation constituting an “obligation de moyens renforcée”. To that end, the Seller shall assist the Entities Carrying Out the T&D Activities and commit the necessary resources to perform such obligations prior to the Closing Date.

The Seller shall make its best efforts in order to extend the Xxxxxxx insurance agreement and the Lloyds contract as referred to in Schedule 6.4, relating to abusive calling of Bonds, until just after the Closing Date so that the Purchaser be in a position to renew or not said insurance policy after the Closing Date.

6.10

[NOT USED]

6.11

Contrats de Commissionnaire—Agency or representation agreements

6.11.1

Schedule 6.11.1 sets forth a list of contracts which are currently being performed by certain Entities Carrying Out the T&D Activities on behalf of certain entities in the Cegelec Group (the “Cegelec Contracts”) pursuant to a contrat de commissionnaire dated 20 July 2001 between the Seller and Cegelec (formerly, ALSTOM Industrie SA) (the “Cegelec Contrat de Commissionnaire”).

The Seller shall use its best endeavours to procure that prior to the Closing Date, at the Purchaser’s election, either the relevant Cegelec entities consent to the assignment to the relevant Companies of the Cegelec Contrats or the relevant Cegelec entities execute with respect to the Cegelec Contracts a new contrat de commissionnaire substantially in the same terms as the Cegelec Contrat de Commissionnaire with the relevant Companies.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

6.11.2

Schedule 6.11.2 Part A sets forth a list of contracts concluded by certain members of the Seller’s Group (other than Entities Carrying Out the T&D Activities) with third party customers (the “ALSTOM Contracts”) which, at the date hereof, are currently being performed on behalf of such members of the Seller’s Group by Entities Carrying Out the T&D Activities pursuant to contrats de commissionaire to be concluded on or prior to the Closing Date, the draft form of which are set forth in Schedule 6.11.2 Part B (the “ALSTOM Contrats de Commissionnaires”).

On and after the Closing Date:

(i)

the Purchaser shall cause each of its relevant Affiliated Company to fulfil its obligations under the ALSTOM Contracts and the ALSTOM Contrats de Commissionnaires in accordance with the terms thereof;

(ii)

the Seller shall cause each of its relevant Affiliated Company to fulfil its obligations under the ALSTOM Contracts and the ALSTOM Contrats de Commissionnaires in accordance with the terms thereof;

(iii)

each Party shall (if necessary) maintain in effect and in compliance with all applicable laws the permanent establishment (branches) at which the ALSTOM Contracts are being performed by members of the Purchaser’s Group, the list of which shall be prepared by the Seller and delivered to the Purchaser through the Reorganisation Committee for its review;

(iv)

without prejudice of any representation and warranty given by the Seller to the Purchaser under Clause 12 and 16 of this Agreement, the Seller and the Purchaser shall each, and shall cause their respective Affiliated Companies to, cooperate with the Affiliated Companies of the other Party in connection with the defence of any claims or proceedings arising under the ALSTOM Contracts.

6.11.3

The Parties shall cooperate in dealing with commercial agents and similar representatives who work in connection with the T&D Activities under agency or representation agreements with ALSTOM International S.A. with a view to continuing such agreements with the Companies wherever possible. The Parties shall cooperate in order to minimize the possible costs of any termination of such contracts which, subject as below, shall be borne by ALSTOM International S.A. or any member of the Seller’s Group. In cases where the Purchaser or any relevant Company chooses not to pursue the continuation of a particular agreement despite the willingness of the relevant agent or representative to continue the same, the Purchaser shall indemnify any relevant member of the Seller’s Group and hold it harmless against any costs arising from the termination of such agreement to the extent that such costs relate to the T&D Activities, unless the choice of the Purchaser or the relevant Company is

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

caused by ALSTOM’s coming under the control of a competitor of the relevant Company.

6.12

Transfer and Licensing of Intellectual and Industrial Property

6.12.1

Patents, Trade Marks and Domain Names

The Seller shall procure that the patents, trademarks and domain names listed in Part 1 of Schedule 6.12 will be owned by the Companies on or before the Closing Date, except to the extent that a member of the Seller’s Group is not the exclusive owner thereof, in which case the Seller shall use its best endeavours to procure the transfer of its interest in the same. To the extent that the same are not so owned by any of the Companies on the Closing Date, the Seller or the relevant member of the Seller’s Group shall execute an assignment of the same to the relevant Company with no disbursement for the Purchaser in addition to the Purchase Price, on the Closing Date. The Purchaser may elect to proceed with the re-registration of those Patents listed in such Part 1 of Schedule 6.12 which are not registered in the name of the Companies on the Closing Date, in which case the cost of such re-registration shall be borne equally by the Seller and the Purchaser.

6.12.2

Patent and Trade Xxxx Licences

The Seller shall grant, or shall procure that any relevant Affiliated Company of the Seller shall grant on the Closing Date, a lifetime licence of the patents and trade marks set out in Part 2 of Schedule 6.12 to the Company which predominantly uses each patent and trade xxxx with effect from the Closing Date. Save to the extent that any specific terms in relation to the grant of such licences are indicated in Part 2 of Schedule 6.12 in relation to each patent and trade xxxx, the Seller shall grant the licences, or procure that the same are granted, in accordance with the principles set out at Part 4 of Schedule 6.12.

The Purchaser shall procure that the relevant Company shall grant on the Closing Date a lifetime licence of the patents set out in Part 3 of Schedule 6.12 to the company within the Seller’s Group which predominantly uses each patent with effect from the Closing Date. Save to the extent that any specific terms in relation to the grant of such licences are indicated in Part 3 of Schedule 6.12 in relation to each patent, the Purchaser shall procure that the licences are granted in accordance with the principles set out at Part 4 of Schedule 6.12.

If requested to do so by the Purchaser within a period of one year from the Closing Date, the Seller shall use its best endeavours to obtain a sub-licence of the patent set out at Part 5 of Schedule 6.12 (the Xxxx-Xxxxxxx patent) of which the Seller is itself a licensee. Any sub-licence entered into will incur a royalty and will be on terms

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governed by the Seller’s licence and on any other terms required by the licensor.

The Purchaser shall have the right to require the transfer to one of the Companies of any of the patents set out at Part 6 to Schedule 6.12 (the “APC Patents”) at any time until one month before the renewal date immediately following the date of this Agreement. On the occurrence of such a transfer, the Purchaser shall procure that the relevant Company shall grant a royalty-free lifetime licence of the same to the Seller and any Affiliated Company nominated by the Seller to take effect from the date of transfer of the patent on the terms set out in Part 4 of Schedule 6.12. The transfer, if required, shall be for no consideration but for the Purchaser’s sole expense. The Purchaser acknowledges that if it fails to exercise its right under this clause then the Seller may allow the APC Patent to lapse.

6.12.3

Software Licence

The Seller shall and shall procure that any member of the Seller’s Group shall use its best endeavours to assist the Companies in obtaining on the Closing Date a licence to use the EIME software from the licensor thereof with effect on the Closing Date, at no cost to the Purchaser and/or any such Company (other than periodic payments of an amount no greater than those currently payable by any Entity Carrying Out the T&D Activities for the use of such software). Subject to the Companies obtaining a licence to use the EIME software as set out above, the relevant Company shall grant to the aforementioned licensor, at no cost and with effect on the Closing Date, a licence to use the modules of the EIME which it has developed.

6.12.4

Domain Names’ web sites

The Seller shall procure that the web sites established under the domain names set out at Part 7 to Schedule 6.12 shall be routed to the Purchaser’s site or any Company’s site on or before the Closing Date, at no cost to the Purchaser.

6.12.5

Intellectual and Industrial Property List

Before the Closing Date, the list of patents, trademarks and domain names set out in Part 1 and Part 2 of Schedule 6.12 shall be completed and/or adjusted so as to be accurate as at the Closing Date. In addition a Part 8 (“Software”) shall be added to Schedule 6.12 listing any software which is relevant for the continuation of business of any of the Companies.

Before the Closing Date, the list of patents, trademarks and domain names set out in Part 3 of Schedule 6.12 shall be completed and/or adjusted so as to be accurate as at the Closing Date.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

6.13

Insurance

6.13.1

Within 30 days following the date hereof, the Seller shall provide the Purchaser with the following information:

–

a list of the insurance policies covering the T&D Activities with details for each of them concerning the identity of the insured and if the name of the insured is ALSTOM Holdings, the name of such entity on behalf of which ALSTOM Holdings acts;

–

regarding life and property/casualty insurances, with respect to T&D Activities, a list showing specific explanations of such coverage and in particular, for each policy, the renewal date and cancellation period and the name of the insured.

6.13.2

If the Closing Date is 31 December 2003, the Parties agree that the Purchaser will subscribe adequate policies adapted to T&D Activities for 2004 and covering substantially the same risks on substantially the same terms as apply to policies currently in place.

If the Closing occurs after 31 December 2003, the Seller shall provide the appropriate coverage until the effective date of Closing. As from the Closing Date, the Purchaser will subscribe adequate policies adapted to T&D Activities for 2004 and covering substantially the same risks on substantially the same terms as apply to policies currently in place.

6.14

Employee consultation

The Seller shall pursue all applicable employee information and consultation procedures required in connection with this Agreement and will consider views and opinions expressed in the course of such procedures.

6.15

Residual shares in Companies

The Seller shall procure that any shares residually held in any of the Companies by any person within the control of the Seller or any member of the Seller’s Group (such as, for instance, officers, employees etc.) be transferred to any relevant Company no later than the Closing Date or, where relevant the date of the effective transfer of the Non-Transferred Activities and shall use its best efforts in order to have any shares residually held in any of the Companies by any other person than those within its control be transferred to any relevant Company no later than the Closing Date.

The Seller shall indemnify and keep the Purchaser and the Companies harmless against any consequence whatsoever (including all liabilities, costs, damages (“préjudice”) and expenses) suffered or incurred by the Purchaser, the Companies or any of them as a result of the above

The Seller shall provide the Purchaser with a list of such minority shareholders

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(identifying their name address, the concerned Company, the number of shares and any other relevant particular) within 30 days following the date hereof.

Closing

7.1

Date and Place

Closing shall take place at JEANTETASSOCIÉS, 00 xxxxxx Xxxxxx 00000 Xxxxx, on a Business Day within a maximum eight (8) day period following the Reference Date (the “Closing Date”), or at such other place, time or date as may be agreed in writing between the Seller and the Purchaser.

7.2

Closing matters

On the Closing Date, each party shall comply with its respective obligations (and shall procure the same by the relevant members of the Seller’s Group or Purchaser’s Group) as set forth in Schedule 7.2.

Neither party shall be obliged to proceed to Closing unless the other party is (save as set out in Clause 7.4 below) simultaneously ready and able to proceed to Closing.

7.3

Payment of Closing Payment

On the Closing Date, the Purchaser shall pay the amounts specified in and in accordance with Clause 4.4.2 plus interest thereon calculated at an interest rate per annum of EONIA minus 15 bp, multiplied by a fraction having for numerator the number of days elapsed from and including the first Business Day following the Reference Date to and including the last Business Day prior to the Closing Date and for denominator 365. In this Clause, the EONIA rate to be applied will be the arithmetic average of the published daily EONIA over the above defined period.

7.4

Right to Terminate

If the provisions of Clauses 7.2 and 7.3 are not complied with by the Seller or the Purchaser on the date set for Closing, the Purchaser, in the case of non-compliance by the Seller, and the Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available to it including the right to claim damages) by written notice to the Seller or, as the case may be, to the Purchaser served on such date:

7.4.1

to effect Closing so far as practicable having regard to the defaults which have occurred; or

7.4.2

to set a new date for Closing (not being more than ten (10) Business Days after the

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agreed date for Closing) but provided such deferral may only occur once, unless otherwise agreed in writing between the Seller and the Purchaser.

In the event that provisions of Clauses 7.2 and 7.3 are not complied with by the Seller or the Purchaser on the new date set for Closing, the Purchaser, in the case of non-compliance by the Seller, and the Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available to it including the right to claim damages) by written notice to the Seller or, as the case may be, to the Purchaser served on such date to terminate this Agreement (except, to the extent applicable, Clauses 1 and 2 of Section I and Section V of this Agreement).

SECTION III—POST-CLOSING OBLIGATIONS

Guarantees

8.1

Except as may be otherwise agreed by the Parties, immediately following Closing, the Purchaser shall use its best efforts in order to obtain the release of the Seller from the obligations resulting from the Parent Company Guarantees and the Seller shall cooperate in providing information necessary to obtain such release and shall generally assist the Purchaser in obtaining such release.

Pending such release, the Purchaser shall indemnify and keep harmless the Seller and any of its Affiliated Companies against any liability (including all costs, damages and expenses) suffered or incurred by them under such Parent Company Guarantees.

For the purpose of the application of this Clause 8.1, the list at Schedule 8.1 shall be (i) updated by the Seller with those Parent Company Guarantees concluded/released during the period from the date hereof and the Closing Date, (ii) in the case of Non-Transferred T&D Activities, updated by the Seller with those Parent Company Guarantees concluded/released during the period from the Closing Date and the date of transfer thereof and (iii) communicated to the Purchaser fortnightly.

8.2

Immediately after the date hereof, the Seller and the Purchaser shall cooperate in order to procure that, as from the Closing Date, the Bonds are maintained or, as the case may be, that new bank guarantees be substituted for the existing ones.

For the purpose of the application of this Clause 8.2, the list at Schedule 8.2 shall be (i) updated by the Seller with those Bonds concluded/released during the period from the date hereof and the Closing Date and (ii) communicated to the Purchaser fortnightly.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

8.3

Except as may be otherwise agreed by the Parties, immediately following Closing, the Seller shall procure the release of any guarantees (or other arrangement having a similar objective including comfort letters) given by or binding upon, the Companies in relation to any debt or obligation of any of the members of the Seller’s Group. Pending such release, the Seller (on behalf of the relevant members of the Seller’s Group) shall indemnify and keep indemnified the Purchaser from and against any liability (including all costs, damages and expenses) suffered or incurred by the Companies under such guarantees.

Other matters

9.1

Transitional Services Agreement

Each Party undertakes to procure the due performance of the Transitional Services Agreements by those of its Affiliated Companies who are party to such agreements.

9.2

Use of Names

The Purchaser shall procure that the Companies change the commercial documentation used for the purpose of conducting the T&D Activities to delete any reference to “ALSTOM” as soon as practicable after the Closing Date or, in the case of Non-Transferred T&D Activities, after the date of effective transfer thereof.

The Seller hereby agrees and, as the case may be, shall procure that any of the Companies shall be entitled to use for free the ALSTOM name referred to as “anciennement ALSTOM” or any other similar terms in other languages for one (1) year after the Closing Date or, in the case of Non-Transferred T&D Activities, after the date of effective transfer thereof.

The Purchaser shall procure that any Company whose corporate name includes “ALSTOM” shall modify it so as to delete any reference to “ALSTOM” as soon as practicable after the Closing Date or, in the case of Non-Transferred T&D Activities, after the effective date of transfer thereof and the parties shall cooperate to that effect prior to the Closing Date.

9.3

Logos

Except for the equipment, other products or any part thereof manufactured as of the Closing Date, the Purchaser shall procure that the Companies delete any reference to logos which include “ALSTOM” on any new equipment or products that it will manufacture or produce, as soon as practicable after the Closing Date or, in the case of

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Non-Transferred T&D Activities, after the date of effective transfer thereof.

In the case of logos which are embedded in any equipment owned by the Companies and used for the manufacturing of their products, the Seller hereby agrees and, as the case may be, procures that any Company shall be entitled to use for free said logos during the operating life of said equipment after the Closing Date or, in the case of Non-Transferred T&D Activities, after the date of effective transfer thereof.

9.4

Indemnification for use of name

The Purchaser shall indemnify the Seller and any Affiliated Company of the Seller and hold them harmless against any and all damages, (“Préjudice”), costs, losses or expenses howsoever occurring which any of them may incur as a result of any abusive use by the Companies of the name “ALSTOM” pursuant to Clause 9.2 or 9.3 above.

9.5

Preferred supplier arrangement

The Seller considers that it is in the best interest of the Seller’s Group to give to the Companies a preferred supplier status for the supply of services, products and systems relating to the T&D Activities (as it will secure the provision to the Seller’s Group for such products and services).

Therefore, the Seller shall give and procure that the ALSTOM Companies (as defined in Clause 10.1.1) give with effect as from the Closing Date and for a period of 5 years thereafter the preference to the Companies for the supply of services and products in the T&D Activities provided that the prices and main conditions proposed by the Companies shall not be less favourable than those obtainable from the market.

9.6

Preparation of Tax returns and access to information

The Purchaser shall procure that the Companies give the Seller and its advisers access to their books, records and personal, as may be reasonably required by the Seller, for the purpose of preparing any Tax return and dealing with any inquiries raised by the Tax authorities provided that such access shall not be disruptive of the business of any of the Companies and shall be requested only for the need of the Seller, on reasonable notice, during normal working hours.

Non Compete Undertaking / Non-Poaching

10.1

Non-compete covenant

10.1.1

To protect the goodwill transferred by the Seller to the Purchaser, and save as expressly provided for in clauses 10.1.2 and 10.1.3 below, the Seller shall not, and shall procure that the Seller and any company controlled by it (a “ALSTOM Company”) shall not, during the period ending on the fourth anniversary of the

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Closing Date, engage, whether directly or indirectly, in any activities in the Territory which compete with the T&D Activities as such activities are conducted at the date hereof (a “Competing Business”).

10.1.2

Exempt activities

Nothing contained in clause 10.1.1 shall prevent any ALSTOM Company, from:

(a)

designing, installing, operating, commissioning, maintaining or servicing in the Territory any equipment or systems of any kind which would otherwise constitute Competing Business provided that, without prejudice to Clause 9.5, such designing, installing, operating, commissioning, maintaining or servicing occurs as an ancillary part of projects or arrangements whose primary purpose is the provision of goods or services forming part of the business of the Seller’s Power Environment, Power Turbo-Systems, Power Service, Transport or Ship building sectors;

(b)

designing, manufacturing, installing, operating, commissioning, maintaining or servicing in the Territory any Distributed Energy Solutions;

(c)

conducting any power conversion activity (ALSTOM Power Conversion).

10.1.3

Acquisition of Competing Business

If, during the period ending on the fifth anniversary of the Closing Date, any ALSTOM Company acquires a company or a business which is engaged in or carries out a Competing Business, then any such ALSTOM Company shall be entitled to retain that Competing Business provided that (i) the total amount of the turnover of the company or business acquired which is directly attributable to the Competing Business is, in the preceding financial year, (i) no more than Euro 50,000,000 in the Territory in the preceding financial year and (ii) no more than Euro 22,500,000 per jurisdiction in the Territory in the preceding financial year (the “Competing Business Turnover”).

10.1.4

Divestiture and offer to sell acquired Competing Business

If the Competing Business Turnover is (i) more than Euro 50,000,000 in aggregate in the Territory or (ii) more than Euro 22,500,000 per jurisdiction within the Territory, then the Seller, acting for itself and on behalf of any ALSTOM Company, shall take all reasonable steps (including by instructing financial advisers to that effect) to divest such Competing Business or the part thereof in any jurisdiction where the Competing Business Turnover is more than Euro 22,500,000 within six months following said acquisition transaction. In the event that such divestment has not occurred at the expiry of said six month period, the Seller acting for itself and on behalf of any ALSTOM Company, undertakes to make a written offer, constituting a call option, (which shall

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be subject to all necessary consents and approvals being granted by the relevant governmental authorities) to the Purchaser to sell the Competing Business (the “Offered Competing Business”). The Seller’s offer shall state the price for the Offered Competing Business corresponding to the fair market value and shall contain pertinent financial information regarding the Offered Competing Business sufficient to enable Purchaser to evaluate the price submitted.

10.1.5

Treatment of offer to sell acquired Competing Business

In the circumstances described in clause 10.1.4, the Purchaser shall have 30 days from receipt of the Seller’s offer in which to notify the Seller in writing that the Purchaser wishes to acquire the Offered Competing Business at the price included in Seller’s offer, or at another price in cash stated in the Purchaser’s notification. Following receipt by the Seller of the Purchaser’s notification, the Seller and the Purchaser shall enter into good faith negotiations with a view to concluding a definitive agreement in respect of the sale to Purchaser of the Offered Competing Business. If the Seller and the Purchaser do not agree on the price for the Offered Competing Business, such price will be determined by a third party appraiser appointed by the parties or, failing agreement on such appraiser, by an independent expert in accordance with Article 1843-4 of the French Civil Code. In the event that the Purchaser does not notify the Seller in writing within such 60 day period that the Purchaser wishes to acquire the Offered Competing Business or, should the Purchaser have notified the Seller that he wishes to acquire the Offered Competing Business, that any necessary governmental approval or consent is refused or, as the case may be waived, Clause 10.1.1 shall be deemed not to apply to the Offered Competing Business. Pending resolution with respect to the Offered Competing Business as provided in this Clause 10.1.5, the Seller shall not be deemed to be in violation of Clause 10.1.1.

10.1.6

Definitions for Non-competition Clause

“Distributed Energy Solutions” means equipment and systems where the individual generator capacity does not exceed 20 MW and whose primary purpose is distributed power generation (or related storage) using internal combustion engines, stirling engines, gas turbines, microturbines, fuel cells, hydro, wind turbines, solar or biomass energy sources, electricity storage technologies or hydrogen technologies.

10.2

Non Poaching

The Seller, acting for itself and on behalf of any ALSTOM Company, shall not and shall procure that none of its Affiliated Companies shall, during a two-year period from the Closing Date, and otherwise than as agreed between the Parties induce or seek to induce any present Senior Employee of the T&D Activities to become employed whether as employee, consultant or otherwise by the Seller or any ALSTOM Company.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SECTION IV—REPRESENTATIONS AND WARRANTIES

Representations of the Purchaser

11.1

The Purchaser is a company duly incorporated and validly existing under the laws of France.

11.2

The Purchaser has full power and authority to enter into and perform this Agreement and any other documents to be executed by the Purchaser pursuant to this Agreement. The individuals signing this Agreement and any related documents in the name of the Purchaser have full capacity, corporate powers and authority to bind the Purchaser.

11.3

With the exception of those consents provided for in Clause 5, all prior formalities and authorisations required for the execution and performance by the Purchaser of this Agreement and any other agreement to be entered into pursuant to this Agreement have been obtained and no other approval, whether governmental or otherwise, is required.

11.4

The execution and the performance by the Purchaser of its obligations under this Agreement and any other documents to be executed by the Purchaser pursuant to this Agreement will (i) not result in a breach of any provision of the constitutional documents of the Purchaser, (ii) conflict with or violate any rule applicable to the Purchaser, his articles of association or any agreement whereby he is bound.

Representations of the Seller

12.1

All the Seller’s representations set forth in this Clause 12 are true and accurate as at the date of this Agreement and shall be reiterated on the Closing Date, as evidenced by the certificate to be delivered by the Seller to the Purchaser in accordance with Clause 7.2, in the form attached as Schedule 12.1.

Each of the following representations and warranties is subject only to the exceptions specifically stated in the Disclosure Letter to apply to it, provided in each case however that the Purchaser could appreciate sufficiently the matter in question and the related risks. Representations and warranties shall not be affected by any other information (a) that the Seller may have disclosed elsewhere or (b) that the Purchaser or the Companies or persons acting on their behalf may have obtained through any due diligence investigation or otherwise.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

As a derogation to the above provision, any representation and warranty on Tax matters is not limited by any disclosure by the Seller including those set forth in the Disclosure Letter.

For the sake of convenience, the Schedules to the Disclosure Letter are not numbered in sequence but by reference to the number of the Representation and Warranty to which they relate.

Any Seller’s representations qualified by the expression «so far as the Seller is aware» or any similar expression shall, unless otherwise stated, be deemed to refer to the knowledge of any of the members of the Sellers’ board of directors and general managers (“directeurs généraux”) having made due enquires with Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx van Hentenryk, Xxxxxxxxx Xxxxx and Xxxxx Xxxxxxx-Xxxxxxx and Xxxxxxx xx Xxxxxxx with a view to verifying the accuracy and completeness of such representation.

12.2

The Seller hereby represents as follows:

12.2.1

Authority and Capacity

–

The Seller is a company duly incorporated and validly existing under the laws of France.

–

The Seller has full power and authority to enter into and perform this Agreement and any other documents to be executed by the Seller pursuant to this Agreement. The individuals signing this Agreement and any related documents in the name of the Seller have full capacity, corporate powers and authority to bind the Seller.

–

With the exception of those consents provided for in Clause 5, all prior formalities and authorisations required for the execution and performance by the Seller of this Agreement and any other agreement to be entered into pursuant to this Agreement have been obtained and no other approval, whether governmental or otherwise, is required;

–

The execution and the performance by the Seller of its obligations under this Agreement and any other documents to be executed by the Seller pursuant to this Agreement will not (i) result in a breach of any provision of the constitutional documents of the Seller or the Companies, (ii) conflict with or violate any rule applicable to the Seller or the Companies, their articles of association or any agreement whereby they are bound, (iii) impair the continuation of material agreements in favour of the Companies, (iv) impose on any Company additional costs, investments or charges except costs in connection with the Reorganisation.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

12.2.2

Particulars and existence of the Companies

(i)

The Companies are entities duly incorporated and validly existing under the laws of their respective jurisdiction.

(ii)

The particulars of the Companies set out in Schedule 3.2 (2) are true and accurate.

(iii)

Newco was incorporated on 3 September 2003 and at the date hereof, has not carried out any activities whatsoever and has not incurred any liabilities since its incorporation.

(iv)

At Closing, the Shares will be fully owned by the Seller and, subject to the shares in non-transferred assets where applicable, the other Companies’ shares will be owned in compliance with Schedule 3.2 (2).

(v)

The Shares represent all of the issued and outstanding shares, securities or other equity interest in Newco. No person other than the Seller has any right on the Shares, including the right to call for the issue, sale or transfer of any share or other security giving rise to a right over the share capital or voting rights of Newco.

(vi)

The other Companies’ shares represent all of the issued and outstanding shares, securities or other equity interest in such other Companies. No person other than the relevant Company set forth in Schedule 6.2.1 (1) has any right on the other Companies’ shares, including put option, priority right, right of first refusal or other right to call for the issue, sale or transfer of any share or other security giving rise to a right over the share capital or voting rights of said other Companies.

(vii)

All of the Companies’ shares, including the Shares, are free and clear from any charge, lien, encumbrance, pledge or other third party rights of any nature.

(viii)

No resolution has been passed or meeting convened for the winding up (or other process whereby the business is terminated and the assets of the Companies are distributed amongst the creditors and/or shareholders) of the Companies and there are no existing nor planned proceedings under any applicable insolvency, reorganisation or similar laws in any jurisdiction concerning the Companies and there are no such proceedings which are imminent.

(ix)

The Companies have complied with applicable statutory provisions restricting the provision of financial assistance.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(x)

All filings, publications, registrations and other formalities required by applicable law to be made by the Companies at the registry of commerce or any competent authority within the relevant jurisdiction have been made, with the exception of breaches and violations which are minor and non-repetitive both as to their nature and consequences.

(xi)

Records and files, which the Companies are required to keep, have been kept in compliance with applicable rules for all periods not covered by the applicable statute of limitation and are true, complete and accurate, with the exception of breaches and violations which are minor and non-repetitive both as to their nature and consequences.

(xii)

All resolutions taken at the shareholders’ meetings, at the boards of directors, by the chairmen, officers and managers of the Companies during the last three years are valid and, where required, are duly reproduced in the legal books of the Companies and have been delivered to any relevant authority, as may be required under any legislation up to the date hereof.

(xiii)

The Companies’ articles of association are up-to date.

(xiv)

Except for the joint venture companies as set forth in Schedule 3.2 (2), there is no other arrangement (and in particular no by-laws or shareholders’ agreement) providing for rules applying to the Companies in addition to those set forth in the articles of association of the Companies.

(xv)

There are no claims, litigations or other proceedings initiated by any minority shareholder against any Entities Carrying Out the T&D Activities and the Seller is not aware of any reason to believe that any such event will occur in the foreseeable future.

(xvi)

No general management power has been granted to other persons than the directors and officers of the Entities Carrying Out the T&D Activities. Each of the directors and officers may be removed from office without notice and without payment of any indemnity relating to the loss of such office or, with respect to officers who are salaried employees, without notice and payment of indemnity exceeding that provided by the collective bargaining agreement applicable to employees of the same level.

12.2.3

Accounts and Records

(i)

A schedule to the Disclosure Letter contains the 2002 Accounts, the 2003 Accounts and the list of the entities and business units retained for the purpose of preparing the 2002 Accounts and the 2003 Accounts.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(ii)

The 2002 Accounts and 2003 Accounts:

–

have been drawn up in accordance with the GAAP consistently applied,

–

give a true and fair view (“réguliers et sincères donnant une image fidèle”) of the financial situation of the T&D Activities as at 31 March 2002 and 31 March 2003 respectively (and accordingly reflect all liabilities, off-balance sheet liabilities and commitments or provisions as are required to be reflected in the 2002 and 2003 Accounts according to the GAAP);

–

have been certified by the statutory auditors without any reserve whatsoever.

(iii)

The statutory books and books of account of the Companies are up-to-date and maintained in accordance with all applicable legal requirements. Save as may be otherwise agreed on or prior to the Closing Date, all such books and records and all other material documents are in the possession (or under the control) of the Companies.

12.2.4

Licenses, authorisations and permits

All licences, authorisations and permits necessary for carrying out the T&D Activities or owning or using the assets and rights comprising the T&D Activities have been duly and legally obtained or applied for, are in full force and effect, and have been and are being complied with in all respects with the exception of breaches and violations which are minor and non-repetitive both as to their nature and consequences.

So far as the Seller is aware, no event is likely to affect the validity of such licences, authorisations and permits or likely to result in any amendment thereof and no unfavourable amendment is contemplated or threatened.

12.2.5

Compliance with laws

The T&D Activities are being conducted and have been conducted in compliance with applicable laws, regulations, codes of ethics issued by any governmental or international authority (such as OECD) with the exception of breaches and violations which are minor and non-repetitive both as to their nature and consequences.

The Entities Carrying Out the T&D Activities have complied with any law and regulations relating to fair competition with the exception of breaches and violations which are minor and non-repetitive both as to their nature and consequences.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Except as set forth in the Disclosure Letter, there is no enquiry, nor disciplinary proceeding by, or order, decree, decision or judgment of, any court, tribunal, arbitrator, governmental agency, authority or regulatory body outstanding against the Seller in relation with the T&D Activities or any Entity carrying out the T&D Activities and the Seller is not aware of any investigation outstanding against the Seller in relation with the T&D Activities or any Entity Carrying Out the T&D Activities.

The Entities Carrying Out the T&D Activities have not received any written notice during the past 12 months from any court, tribunal, arbitrator, governmental agency or regulatory body with respect to a violation and/or failure to comply with any applicable law or regulation or requiring it to take or omit any action.

No Entity Carrying Out the T&D Activities has taken any action which could qualify as unfair competition or “parasitic” actions.

12.2.6

Litigation

Except for the matters listed in the Disclosure Letter (which identifies claims, proceedings, litigations, prosecutions, investigations, enquiries or arbitrations in excess of Euro 500,000), none of the Entities Carrying Out the T&D Activities is involved as defendant in any claim, proceeding, litigation, prosecution, investigation, enquiry or arbitration and so far as the Seller is aware, there is no reason to believe that any such event will occur in the foreseeable future.

It is acknowledged that any claim, proceeding, litigation, prosecution, investigation, enquiry or arbitration of a value of less than Euro 500,000 may give rise to liability of the Seller for breach of this representation under Clause 13.

In this Clause 12.2.6, claim whose value is less than Euro 500,000 means any claim or notification received from a third party giving rise, in the reasonable assumption of the management of any of the relevant Entities Carrying Out the T&D Activities and when receiving such claim, (i) to the booking of a provision for risks and charges in the accounts of the relevant entity in accordance with GAAP or (ii) to a claim to any relevant insurance company.

Except as set forth in the Disclosure Letter, neither the Entities Carrying Out the T&D Activities nor their directors and officers have ever been convicted of or are currently charged with any criminal penalties and there is no cause for, or so far the Seller is aware threat of, such proceedings.

12.2.7

Contracts

For the purpose of this Clause 12.2.7, “material contracts” or “contracts material to

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

any of the Entities Carrying Out the T&D Activities” means any outstanding contract, agreement, lease and license which is material to any of the Businesses.

12.2.7.1

General provisions

(i)

All contracts material to any of the Entities Carrying Out the T&D Activities (including the Bonds) are valid and binding and enforceable in accordance with their terms and the terms thereof have been complied with by the relevant entity and by any other party to such contracts with the exception of breaches and violations which are minor and non-repetitive both as to their nature and consequences. The Seller has no knowledge of any unfavorable amendment of such agreements or of any such amendment being threatened.

(ii)

None of the contracts material to any of the Entities Carrying Out the T&D Activities (including the Bonds) is of a particularly onerous or unusual nature. The Disclosure Letter contains a list providing details of all customer contracts of the T&D Activities whose total order value exceeds Euro 30 million and which at the date hereof are loss-making (“contrat avec pertes à terminaison”). The Seller is not aware of any circumstance which has arisen or is likely to arise whereby the conditions of any material contract are likely to be made more costly or less favourable to the Entities Carrying Out the T&D Activities.

(iii)

All contracts material to any Business whose total order value exceeds Euro 20 million and which are for an indefinite term can be terminated by them upon no more than six months’ notice and at no cost to the terminating entity.

(iv)

Nothing limits or, so far as the Seller is aware, threatens the access of the Entities Carrying Out the T&D Activities to public services (energy, telecommunications, road and railway networks, water and other waste disposal).

(v)

Except as set forth in the Disclosure Letter, none of the Entities Carrying Out the T&D Activities has granted any covenants materially limiting or excluding its right to do business and/or compete in any area or field with any other person.

(vi)

There are no contracts material to any Business whose total order value exceeds Euro 20 million and which enable any other party to materially modify the terms and conditions thereof or to unilaterally

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

terminate the same without notice or without any indemnity whatsoever.

(vii)

No notice of termination or intention of termination of any contract material to any of the Entities Carrying Out the T&D Activities has been received by such entities and, so far as the Seller is aware, there are no grounds for termination or nullification of any such contracts.

(viii)

Save as set forth in the Disclosure Letter, no customer contract of the T&D Activities whose total order value exceeds Euro 30 million contains any provision which would give rise to the co-contractor the right to terminate such agreement or re-negotiate its terms as a result of the implementation of the Reorganisation or of the acquisition transaction contemplated in this Agreement.

(ix)

The Disclosure Letter contains a list of contracts material to any of the Entities Carrying Out the T&D Activities whose total order value exceeds Euro 20 million and which provide for the liability of such entities for consequential, indirect or immaterial damages or unlimited liability of such entities for damages.

(x)

The Disclosure Letter contains a list of all contracts which provide for an earn-out clause.

12.2.7.2

Rights against third parties

Each Entity Carrying Out the T&D Activities has taken all appropriate steps necessary in order to ensure the preservation of its rights against third parties resulting from agreements or otherwise.

12.2.7.3

Financial facilities, subsidies

(i)

None of the Entities Carrying Out the T&D Activities is in default under any of the financial facilities or subsidies available to it. Each Entity Carrying Out the T&D Activities has complied and continues to comply with all of the conditions or undertakings to which any subsidy or financial facility is or has been conditioned with the exception of breaches and violations which are minor and non-repetitive both as to their nature and consequences. No Entity Carrying Out the T&D Activities has received any total or partial reimbursement request of any financial facility of an amount in excess of one (1) million Euros or any subsidy and there is no cause for any such reimbursement request.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(ii)

Existing financial facilities and subsidies will remain available to the Entities Carrying Out the T&D Activities concerned thereby at least until the Closing Date.

(iii)

There are no other guarantees securing any debt or obligation of the Entities Carrying Out T&D Activities than the Parent Company Guarantees and the Bonds listed respectively in Schedule 8.1 and in Schedule 8.2.

(iv)

None of the Expired Bonds for which no release has been granted has given rise or shall give rise to a claim by the beneficiary thereof.

(v)

The Seller is not aware of any Parent Company Guarantee or Bond which is about to be called.

(vi)

None of the material financial facilities, subsidies or guarantees securing any debt or obligation of the Entities Carrying Out T&D Activities gives rise, in case of early termination, to the payment of penalty, fee or any other cost.

12.2.8

Labour Law/Social Relations

12.2.8.1

Employees

(i)

The Disclosure Letter contains the following particulars, which are accurate in all respects:

(a)

the name, date of commencement of employment, period of total service, location, base and the main principles of any variable salary, grade or job category, notice period, and age for each Senior Employee;

(b)

the contractual benefits such as derogatory or exceptional clauses such as redundancy payments or golden parachutes applicable to each of the Senior Employees; and.

(c)

any contractual benefit (other than by way of collective agreements) beyond the benefit granted by the collective agreements referred to Clause 12.2.8.2 below or the applicable regulations in any relevant jurisdiction;

it being agreed that the Seller shall be entitled to update these particulars at the Closing Date to include relevant details in respect of any Senior Employee engaged following the date hereof.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(ii)

None of the Entities Carrying Out the T&D Activities (a) owes any sum to any of its employees, except for salaries and justified expenses for the current monthly period and paid holidays accrued in the last twelve months, (b) has granted any stock purchase or option plans or similar plans to any employee, (c) has granted any employment-related benefits (excluding wages) more favourable than the minimum required by the applicable collective bargaining agreement or the applicable regulations in any relevant jurisdiction and which are unusual having regard to the level and seniority of the employees concerned, (d) is bound by any retirement, pension or other scheme which can result in a charge which should have been but was not reserved in the 2002 and 2003 Accounts, (e) would be required, in case of termination of any of its employees, to pay any indemnity or give any notice other than, in case of termination of salaried employees, the minimum indemnities and notices required under the applicable collective bargaining agreement for employees of the class concerned or the applicable regulations in any relevant jurisdiction and which are unusual having regard to the level and seniority of the employees concerned, or (f) has, during the last four years, experienced any major accident within its premises.

(iii)

No Senior Employee has given to any of the Entities Carrying Out the T&D Activities nor has received from any such entities, notice of termination of his or her employment and the Seller is not aware of any fact or circumstance which would give rise to such notice being given by any Senior Employee.

(iv)

None of the Entities Carrying Out the T&D Activities has made any material amendment to the terms and conditions of employment of any Senior Employee (including any individual or increase of compensations or severance or termination indemnities other than minor increases in the Ordinary Course of Business) or to other agreements with the Senior Employees.

12.2.8.2

Collective agreements

The Disclosure Letter contains a list of all applicable collective bargaining agreements, other internal social-related agreements in force within each of the Entities Carrying Out the T&D Activities.

12.2.8.3

Liabilities

No liability (that has not been discharged) in excess of Euro 100,000 has been incurred towards any employee or former employee by the Entities Carrying Out the T&D Activities for breach or termination of any contract of employment with any of its employees including, but not limited to, any

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

redundancy payments or compensation or damages for dismissal or breach of contract.

The Entities Carrying Out the T&D Activities have made in a timely fashion all filings and taken all actions required to be made or taken under applicable social security, labour and welfare laws and regulations, with the exception of breaches and violations which are minor and non-repetitive both as to their nature and consequences. All social security and welfare charges due in respect of the relevant period under such laws and regulations have been timely and fully paid or adequately reserved for in the 2002 and 2003 Accounts.

12.2.8.4

Change of Control

No employee of the Entities Carrying Out the T&D Activities will become entitled by virtue of his contract of employment to any enhancement in or improvement to his remuneration, benefits or terms and conditions of employment only by reason of Closing.

12.2.8.5

Information consultation of the employees’ representative bodies

The Seller, any entity within the Sellers’ Group and the Entities Carrying Out the T&D Activities have all achieved the required process of information and/or consultations of their respective employees representative bodies and have duly obtained the necessary opinions or authorizations in respect of the conclusion of this Agreement and the transactions contemplated herein.

So far as the Seller is aware, no event is likely to affect the validity of such opinions or authorizations or likely to result in any amendment or challenge thereof and no unfavorable amendment or challenge is contemplated or threatened.

12.2.8.6

Social Plan

All social plans have been or are being achieved by the Entities Carrying Out the T&D Activities in compliance with all legal requirements and have been or are the subject matter, in compliance with relevant labour laws and regulations, as the case may be, of a prior information and/or consultation procedure with the employees representative bodies and have neither been challenged by such employees representative bodies nor by any of the concerned employee, nor any challenge or any litigation whatsoever connected thereto is or has been threatened and, so far the Seller is aware,

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

there are no circumstances that could give rise to such challenges or litigations.

12.2.8.7

Labour Disturbances

There are no labour strike or disturbances which affect any of the Entities Carrying Out the T&D Activities and the Seller is not aware of any reason to believe that any such disturbance will arise in the foreseeable future.

12.2.9

Pensions and other Employee benefits

All the Entities Carrying Out the T&D Activities are regularly registered and regularly contribute for all their current or, where applicable, former employees to any governmental and or mandatory schemes applicable in their jurisdiction for the retirement of their employees or for the benefit of any dependants of the employees. None of these Entities owes any sum to any of the bodies in charge of these schemes or to any employee or former employee other than the normal course of the operation of the schemes. There has been no violation of these schemes and there are no claims outstanding, pending or threatened from anybody against any of the Entities Carrying Out the T&D Activities.

The schemes listed in the Disclosure Letter are all the material defined benefit plans and non-governmental or non mandatory schemes (with the exception of the defined contribution plans) to which any of the Entities Carrying Out the T&D Activities makes or could become liable to make payments for providing retirement benefits in respect of all or some of its employees. No proposal has been announced or discussed with employees’ representatives to establish any other scheme providing for any such benefits in respect of such employees.

The schemes listed in the Disclosure Letter are in compliance with any applicable law and funded in accordance with the rules of such schemes. There has been no violation of these schemes and there is no relevant claim outstanding, pending or, so far as the Seller is aware, threatened against any of the Entities Carrying Out the T&D Activities.

12.2.10

Taxation

12.2.10.1

[NOT USED]

12.2.10.2

(i)

All registrations, returns, records, computations, notices and information which are or have been required to be filed with the

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Taxation authorities by the Entities Carrying Out the T&D Activities for any Taxation purpose (a) have been filed within the requisite periods and (b) were correct when filed in all material respects, so that no penalties or other charges are or will become due with respect to the late or incorrect filing of any tax return or the payment of any Tax, by the Entities Carrying Out the T&D Activities prior to Closing;

(ii)

No adjustment relating to such returns has been proposed by any tax authority, and to the best knowledge of the Seller, no basis exists for any such adjustments;

(iii)

All Taxation required to be paid by the Entities Carrying Out the T&D Activities that were due and payable prior to the Closing Date have been duly paid or reserved;

(iv)

Any Taxation which taxable event was borne prior to the end of the closing of the 2003 Account and which legal payment date arise at a date later than 1^st April 2003 has been taken into account when recording the reserves in the 2003 Accounts;

(v)

None of the Entities Carrying Out the T&D Activities will be required to pay any Tax attributable to any other member of a tax group to which any such entity was a member prior to Closing or under any applicable law or agreement that provides for joint and several liability in respect of any Tax and more generally, the Entities Carrying Out the T&D Activities shall have no liability whatsoever for the payment of any amount under the tax group agreement as a result of ceasing to be a member of the currently existing tax group;

(vi)

None of the Entities Carrying Out the T&D Activities is or may be subject to income tax in any country other than in the country of its incorporation, unless those constituting permanent establishments;

(vii)

Each Entity Carrying Out the T&D Activities established in a country where value added tax or any comparable Tax, such as sales Tax, is applicable is duly registered as an entity subject to such Tax;

(viii)

All profit sharing plans and similar benefit plans applicable to the Entities Carrying Out the T&D Activities meet the legal conditions required to enjoy the social contributions and salary related Tax exemptions whenever applicable in any relevant jurisdiction;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(ix)

The Entities Carrying Out the T&D Activities shall not incur any Tax costs relating from the Reorganisation or any degrouping charge resulting from the sale of the Shares subject to the provisions of clause 6.2.1 (v). The Entities Carrying Out the T&D Activities do not enjoy any beneficial treatment with respect to Taxes which could be modified or terminated as a consequence of the sale of the Shares;

(x)

With the exception of the effect of the Reorganisation, none of the Entities Carrying Out the T&D Activities has any assets with a tax basis which is different from its GAAP book value (except as reflected in the deferred Taxes summarised in the note 14 c to the 2003 Accounts) or has taken commitments to retain title to the share interests of a subsidiary during any period of time in order to obtain the benefit of a tax deferral;

(xi)

Any duty, obligation (including the conditions resulting from an approval of the relevant Tax authorities) and formal reporting duty which conditioned the continuing application of the special tax regime applicable to mergers with respect to any reorganisation achieved, as the case may be, prior to Closing (such as contribution, hive-down or any similar restructuring transaction) other than the Reorganisation, have been fulfilled. In connection with such reorganisations, the Seller has provided the Purchaser with a list (referred to in the Disclosure Letter) detailing all the assets of the Entities Carrying Out the T&D Activities which tax basis differs from their GAAP book value and for each of those assets the difference between the book value and the tax basis;

(xii)

In case of a tax audit of the computer held accounts and for fiscal years not already audited or covered by the statute of limitations, the Entities Carrying Out the T&D Activities are able to provide the relevant Tax authority in charge of Revenue with any computerised information and figures used by such entities to prepare the legally mandatory accounting records and have maintained any equipment and data which would be necessary for reviewing such files in case of such a tax audit;

(xiii)

Any transactions among Affiliated Companies were or have been concluded at arm’s length conditions in particular in respect of prices.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

12.2.11

Insurance

(i)

The Entities Carrying Out the T&D Activities are properly insured with reputable insurance companies against all risks with respect to which it is usual or prudent, for entities of their standing and carrying out the type of activity carried out by them, to take an insurance coverage and in particular against tort liability (including product related), loss of assets and loss of income. Nothing has been done or omitted to be done which would make any insurance policy void or voidable. The Entities Carrying Out the T&D Activities have properly declared to each appropriate insurance company any event which could justify an insurance claim material to any of the Businesses.

(ii)

These insurance policies shall continue to cover any damages for which claims have been known and declared prior to the Closing Date.

(iii)

There exists no request for termination of insurance policies, reduction of coverage or increases of premium other than increases commonly applied from one year to another by insurance companies.

(iv)

There exist no captive insurance company within the T&D Activities.

(v)

The Disclosure Letter contains a list of the group insurance policies covering the T&D Activities with details for each of them concerning the renewal date.

12.2.12

Assets and Liabilities

12.2.12.1

General provisions

(i)

Except for assets held subject to retention of title and for leased assets and assets hired or rented on hired purchase in the Ordinary Course of Business, all the assets of the Entities Carrying Out the T&D Activities (other than the Properties and the Intellectual Property as defined below) (the “Assets”), whether included in the 2003 Accounts or that have subsequently been acquired or arisen are the absolute property of the Entities Carrying Out the T&D Activities (save for those subsequently disposed of or sold in the Ordinary Course of Business).

(ii)

Save as disclosed in the Disclosure Letter, none of the owned Assets is the subject of any Encumbrance (excepting only Encumbrances arising by operation of law in the Ordinary Course of Business) or the subject of any factoring arrangement, leasing agreements, hire-

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

purchase agreement or any other third party right of any nature.

(iii)

Save for assets hired or rented on hired purchase, the Entities Carrying Out the T&D Activities are under no obligation to transfer title, to give up or transfer the right to use (on a temporary or permanent basis) any Asset except in the Ordinary Course of Business.

(iv)

None of the Assets owned, used, sold by, or in the possession of, the Entities Carrying Out the T&D Activities infringes health, safety, consumer protection and other applicable rules. None of the Assets owned, used, sold by, or in the possession of, the Entities Carrying Out the T&D Activities which are material to any of the Businesses constitute hazard to health or safety.

(v)

Assets which are not located in the premises owned or leased by the Entities Carrying Out the T&D Activities and which are material to any such entities can be recovered or repossessed by such entities and brought back to such premises with no more than 30 days notice and at no cost to such entities except for Assets constituting work in progress which are held off such premises in the Ordinary Course of Business.

(vi)

All of the Assets owned or used by the Entities Carrying Out the T&D Activities or which were sold by the Entities Carrying Out the T&D Activities comply in all material respect with health and safety rules.

12.2.12.2

Properties

(i)

Owned Properties

–

Each premises, building, land or other property rights owned by the Entities Carrying Out the T&D Activities or in which any such entities has an interest (a “Property”), has the benefit of such rights and easements as are necessary for the existing use of said Property and no such Property is the subject of imminent expropriation proceedings and the Seller is not aware of any such threatened expropriation proceedings. Encumbrances, if any, are not adversely affecting or are likely to affect in the future the existing use of the Property.

–

Each of the Properties owned by the Entities Carrying Out the T&D Activities is built and maintained in accordance with the applicable rules with the exception of breaches and violations

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

which are minor and non-repetitive both as to their nature and consequences. All required authorisations (such as construction or deconstruction permits, certificates of compliance) have been duly obtained and/or complied with. None encroaches on land belonging to third parties without authorisation or constitutes a specific risk for the neighbourhood.

–

The Entities Carrying Out the T&D Activities have no obligation, actual or contingent, with respect to real Property owned or used by them other than payment of normal recurring expenses.

–

There is no outstanding notice or dispute involving the Entities Carrying Out the T&D Activities and any third party as to the ownership, occupation or use of any Property which would, if implemented or enforced, have a material adverse effect on such entities.

–

There is no outstanding notice or dispute as to any contravention of the relevant planning legislation regulations or classified installations regulations or any internal regulations relating to the Properties or any alleged breach of planning-legislation or regulations in relation to each Property which would, if implemented or enforced, have a material adverse effect on the Entities Carrying Out the T&D Activities.

–

Any sale transaction on real Property concluded since 31 March 2003 has been concluded at either fair market condition or at fair rental value.

(ii)

Leased Properties

In relation to any real property used by the Entities Carrying Out the T&D Activities which is not owned by them, whether or not recorded on the 2003 Accounts:

(a)

the Entities Carrying Out the T&D Activities have a valid lease or a valid right of occupation and the terms of said lease or right of occupation are at arm’s length conditions and no such entities have renounced to any statutory right of renewal;

(b)

there is no right for the landlord to terminate the lease before the expiry of the contractual term; no notice of termination has been served by any landlord and, so far the Seller is aware, there are

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

no facts which may give rise to such a termination;

(c)

no change in the rental conditions, terms or termination provisions is currently under negotiation, anticipated or has recently occurred;

(d)

there is no outstanding notice or dispute involving the Entities Carrying Out T&D Activities and any third party as to the occupation or use of any leased property which would, if implemented or enforced, have a material adverse effect on any such entity.

12.2.12.3

Inventories

(i)

Inventories of raw material, supplies, work in process and finished products are sufficient to avoid inventory shortage and are not excessive considering the manner in which the business of the Entities Carrying Out the T&D Activities is conducted and currently contemplated to be conducted.

(ii)

All inventories owned by the Entities Carrying Out the T&D Activities as at 31 March 2003 and inventories acquired thereafter are fair and merchantable goods which can be used or sold with profit in the Ordinary Course of Business by the entity that owns them.

(iii)

No goods have been rejected and no return of goods has been authorised involving an amount exceeding Euro 100,000 per item since 31 March 2003.

12.2.12.4

Shareholding and membership

The Companies have not held and do not own, directly or indirectly, any interest whether controlling or not in any entity with unlimited liability.

None of the Companies is the holder or beneficial owner of any shares or securities of any person other than of another Company and no Company has agreed to acquire any such shares or securities.

None of the Companies has agreed to become a member of a partnership, joint venture, consortium or other unincorporated association of a kind or for a purpose which is unusual for a business such as that comprising the T&D Activities.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

12.2.12.5

Intellectual Property

(i)

Without prejudice of the provisions of Clauses 9.2 and 9.3, each of the Entities Carrying Out the T&D Activities has a valid ownership or right of use of its trademarks, trade names, logos, domain names, databases, web sites and other intellectual property rights that are necessary for the conduct of its business as it presently stands. None of the trademarks and other intellectual property rights which is owned by the Entities Carrying Out the T&D Activities and which is material to them (the “Intellectual Property”) is:

(a)

being infringed, attacked or opposed by any person or, so far as the Seller is aware, threatened; or

(b)

subject to any licence or authority in favour of another person;

(c)

being held in joint ownership or subject to any Encumbrance;

(d)

no such right has been or is likely to be lost as a result of failure to renew registration, non use or otherwise.

(ii)

All renewal fees in relation with trademarks owned by the Entities Carrying Out the T&D Activities which are due have been paid prior to the due date for payment. All formalities required to ensure the proper on going protection of such rights have been accomplished and no such right is about to expire not intentionally.

(iii)

So far as the Seller is aware, the Entities Carrying Out the T&D Activities have complied with and continue to comply with any confidentiality obligation imposed on them.

(iv)

The Seller has no knowledge of any violation by third parties of intellectual property rights belonging to or licensed to or by any of the Entities Carrying Out the T&D Activities.

(v)

There is no pending or, so far as the Seller is aware, threatened litigation by any third party in which it is alleged that any of the Entities Carrying Out the T&D Activities infringes any of its intellectual property rights.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

12.2.13

Defective products and product quality

(i)

All products manufactured, marketed, distributed or sold by the Entities Carrying Out the T&D Activities have been manufactured in accordance with all applicable rules and authorisations.

(ii)

None of the Entities Carrying Out the T&D Activities has granted any warranty relating to its products or services under which it shall be committed beyond the limits provided by applicable rules or its general conditions of sale save for isolated occurrences whose impact is immaterial to the Businesses conducted by any relevant Company.

12.2.14

Information Technology

For the purposes of this Agreement, “Information Technology” means computer systems, communication systems, software and hardware which is used by or licensed exclusively to the Entities Carrying Out the T&D Activities.

Information Technology is subject to appropriate maintenance and upgrading agreements of a kind which is usual for each relevant item of Information Technology.

In the 12 months prior to the Closing Date, there have been no failures or breakdowns of any computer hardware or software or any other Information Technology used by the Entities Carrying Out the T&D Activities which has had a material adverse effect on the Companies.

The Entities Carrying Out the T&D Activities have in place reasonably adequate procedures (having regard to the nature of their business) to prevent unauthorised access to, the introduction of viruses into, and the taking and storing on-site and off-site of back-up copies of the software and data contained in the Information Technology.

12.2.15

Changes since 31 March 2003

Since 31 March 2003 until the date hereof:

(i)

the Entities Carrying Out the T&D Activities have carried on their activities in the Ordinary Course of Business consistent with past practices and since 31 March 2003, there has been no decision to change the financial, underwriting, asset management, business, technical or labour policy and claim policy, other than changes in the Ordinary Course of Business, none of which has been materially unfavourable;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(ii)

the Entities Carrying Out the T&D Activities have not been materially and adversely affected by any abnormal factor (whether or not covered by insurance) not affecting similar businesses to a like extent;

(iii)

the Entities Carrying Out the T&D Activities have not suffered any damage, destruction or loss (whether or not covered by insurance) or other event materially affecting their Assets, business or prospects;

(iv)

the Entities Carrying Out the T&D Activities have not issued or agreed to issue any share or any other security giving access (directly or indirectly) to the share capital or the voting rights of the Companies;

(v)

the Entities Carrying Out the T&D Activities have not increased or reduced their share capital nor issued any securities giving right to its share capital;

(vi)

the Entities Carrying Out the T&D Activities have not entered into any agreement or commitment otherwise than in the Ordinary Course of Business and in particular have not entered into any lease agreement in relation to any Property otherwise than at arm’s length conditions nor granted any sub-lease agreement on Property at conditions less favourable to the lessor than those provided for in the main lease agreement;

(vii)

the Entities Carrying Out the T&D Activities have not entered into or amended any contract which is material to any of the Businesses, which is not capable of being terminated without compensation at any time with twelve months’ notice or less, otherwise than in the Ordinary Course of Business and not modified in any material respect the conditions applying to the collection of receivables or payment owed by it or incurred any material decrease in transactions entered into with their material clients or suppliers;

(viii)

the Entities Carrying Out the T&D Activities have not accepted cancellation or waiver of any substantial debts, claims or any rights of substantial value held by any of them nor any commitment or settlement of any obligation or debt towards the Seller or its Group;

(ix)

the Entities Carrying Out the T&D Activities have not acquired or disposed of, or agreed to acquire or dispose of, any material Asset, involving consideration, expenditure or liabilities otherwise than in the Ordinary Course of Business, in particular have not disposed of or agreed to dispose of any Property otherwise than either at fair market value or at fair rental value;

(x)

the Entities Carrying Out the T&D Activities have not incurred any additional borrowings or any other financial indebtedness (including as a result of the

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

granting of guarantees and commitment on behalf of any third party or any other off-balance sheet commitments), or incur any other financial intra-group borrowings or indebtedness or off balance sheet commitments and otherwise than in the Ordinary Course of Business;

(xi)

the Entities Carrying Out the T&D Activities have not dismissed or engaged any Senior Employee save as required by law, have not made any material amendment to the terms and conditions of employment of any Senior Employee (including any increase of compensation other than minor increases in the Ordinary Course of Business), granted any collective increase of the compensation to the employees nor modified nor concluded collective agreements with the employees, have not increased nor decreased the benefits of the pensions schemes applicable to any employee of the T&D Activities;

(xii)

the Entities Carrying Out the T&D Activities have not amended their articles of association or equivalent constitutional documents;

(xiii)

the Entities Carrying Out the T&D Activities have not changed their accounting methods or practices;

(xiv)

the Entities Carrying Out the T&D Activities have not been a party to any sale or purchase of business, merger, contribution or spin-off with the exception of the Reorganisation;

(xv)

the Entities Carrying Out the T&D Activities have not proceeded to acquisition or sale of any put or call option relating to financial instruments or other derivative transactions except for hedging purposes;

(xvi)

the Entities Carrying Out the T&D Activities have more generally not taken any action which is inconsistent with the provisions of this Agreement or the consummation of the transactions contemplated herein.

12.2.16

Sincerity of Information

The Seller has disclosed to the Purchaser or its advisors all information, facts or events known to the Seller which are or would be of interest for a diligent purchaser of the Shares in the valuation of the Companies. The Disclosure Letter has been prepared by the Seller in good faith with due care.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Indemnity

13.1

Indemnification

The Seller agrees to indemnify the Purchaser or, at the Purchaser’s election, any of the Companies for the amount of any damage (“préjudice”), loss, debt, penalty or payment (including reasonable attorney’s fees, court costs and out-of-pocket expenses) provided that such damage (“préjudice”), loss, debt, penalty results in an immediate or deferred payment or transfer in cash or in kind (the “Loss”), assessed per event, borne or made by the Purchaser and/or the Companies as a consequence of:

(i)

any representation of the Seller pursuant to Clause 12 being untrue, inaccurate or incomplete ; or

(ii)

any liability or insufficiency of assets arising or having a cause or origin prior to 31 March 2003 and which is not accounted for or not sufficiently provided for in the 2003 Accounts but should have been so accounted for or provided for in the 2003 Accounts in accordance with the GAAP.

Neither the Purchaser nor any Company shall be entitled to recover any Loss in respect of any insufficiency of the provisions for restructuring and redundancy appearing at note 10 to the 2003 Accounts.

13.2

Method of calculation

In calculating the amount of the Loss, the following shall apply:

(i)

there shall be deducted : (aa) the amount of any indemnification actually paid to the Purchaser or the relevant Company by any third party with respect to such Loss (including any insurance proceeds), (bb) the amount of any provision on contracts and on litigation relating to labour matters included in the 2003 Accounts specifically on account of the matter giving rise to the Loss and (cc), as the case may be, any amount taken into account for the purpose of determining the Closing Adjusted Net Financial Debt specifically on account of the matter giving rise to the Loss provided that no amount shall be counted under both (bb) and (cc) above;

(ii)

the indemnity shall be computed taking into account any Tax saving which the Purchaser or any Company actually benefits from as a result of the Loss and in such a way that the amount paid is sufficient after Tax or any other contribution of any other nature to exactly match the actual suffered Loss.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

13.3

Exceptions to and limitations on liability

13.3.1

Exceptions

By derogation to this Clause 13.3 and without prejudice to Clauses 14, 15 and 16, there shall be no limitations to Seller’s liability under the representations and warranties made pursuant to Clause 12 with respect to:

(a)

the ownership in the Shares of Newco

(b)

the ownership in the shares of the Companies,

(c)

the ownership in the assets and rights belonging to the T&D Activities; and

(d)

Tax matters with the exception of the De Minimis provided for in Clause 13.3.2.1.

13.3.2

Limitations

13.3.2.1

De Minimis

The Seller shall not be liable under Clause 13 of this Agreement in respect of any individual claim (or a series of claims arising from substantially identical facts or circumstances) where the Loss agreed or finally judicially determined in respect of any such claim or series of claims does not exceed Euro 10,000 with respect to Tax matters and Euro 100,000 with respect to other matters.

13.3.2.2

Aggregate Minimum Claims

The Seller shall not be liable under Clause 13 of this Agreement in respect of any claim unless the aggregate amount of all claims other than Claims listed in Clause 13.3.1 or Claims under Clauses 14, 15 or 16 for which the Seller would otherwise be liable exceeds an amount corresponding to 2% of the Enterprise Value, in which case the Seller’s liability pursuant to Clause 13 shall count as from the first euro.

13.3.2.3

Ceiling

The aggregate amount of the sums paid by the Seller under Clause 13 shall not exceed Euro 175,000,000, with the understanding that such ceiling is stipulated in addition to any specific ceiling applying, as the case may be, to any other indemnification provision in this Agreement.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

13.3.2.4

Change of accounting or Taxation policy

The Seller shall not be liable under this Clause 13 in respect of any matters resulting from a change in any accounting or Taxation regulation decided by the governmental authorities or the change of the length of any accounting period of the Companies, in each case introduced after the Closing Date.

13.3.2.5

Cure period

A breach of the representations and warranties which is capable of remedy by the Seller shall only entitle the Purchaser to indemnification after the Seller has not remedied it after 20 Business Days following the notice served on the Seller by the Purchaser in compliance with Clause 13.7.1.

13.3.2.6

Non bis in idem

The Purchaser or the Companies shall not be entitled to be indemnified by the Seller under this Agreement more than once in respect of the same Loss.

13.3.2.7

For the avoidance of doubt, any matter for which the Purchaser is able to claim under Clause 14, Clause 15 or Clause 16, shall not give rise to a Claim under this Clause 13 (save for any distinct but related matter which would constitute a breach of any of the representations made by the Seller in Clause 12 and does not give rise to a Claim under Clause 14, Clause 15 or Clause 16).

13.4

Obligation on the Purchaser to mitigate the loss

The Purchaser shall take and shall procure that all reasonable measures and steps are taken and all reasonable assistance is given in order to avoid or minimize the amount of the Loss.

13.5

Duration

Any claim under the Seller’s representations and warranties (a “Claim”) shall be effective if notified prior to 31 March 2006. By exception to this rule, Claims in relation to Tax or social matters shall be effective if made prior to the expiration of the applicable statute of limitation plus two months. Any Claim relating to matters concerning the ownership of the Shares of Newco or the Companies shall be effective if made prior to the expiration of a ten-year term as from the Closing Date.

13.6

[NOT USED]

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

13.7

Conduct of claims

13.7.1

Notified Claims

Any Claim shall be notified in writing by the Purchaser to the Seller and shall specify, in reasonable details, the basis, acts or event on which it is based, indicating the amounts or an estimate of the amount claimed in respect of the Loss (if such amount is known or such estimate can be determined), and, if possible, be submitted together with documents, facts or events in relation to the Loss (hereafter referred to as “Notified Claim”). All Notified Claims submitted to the Seller shall be subject to the procedure set out below.

13.7.2

Time for Notified Claims

The Purchaser shall notify the Notified Claim to the Seller within ninety (90) days after the Purchaser or any of the Companies has been informed of the Third Party Claim (as defined below) or of the fact or event giving rise to the Direct Claim (as defined below). This ninety (90) day period shall be reduced as appropriate if the urgency of matter dictates a swifter notification to the Seller so that the Seller is in a position to exercise its rights under this Clause 13.7. Failure to send a Notified Claim as set out in this Clause 13.7.2 shall discharge the Seller of its indemnification obligation under this Agreement provided the Seller suffered a damage therefrom and, as the case maybe, such discharge shall apply only for the portion of Loss resulting from the failure to send a Notified Claim as set out in this Clause 13.7.2.

13.7.3

Notified Claims based on third party proceedings

13.7.3.1

In the event that a Notified Claim is based on (i) a demand or claim in writing notified by a third party or (ii) judicial or arbitral proceedings or any other proceedings initiated by a third party (including without limitation any Tax authorities) after the Closing (whether against the Purchaser or the Companies) which gives rise, or could give rise to a Loss (hereafter referred to as a “Third Party Claim”):

(i)

no admission of liability shall be made by or on behalf of the Purchaser or the Companies and the Third Party Claim shall not be compromised, disposed of or settled without the consent of the Seller which shall not be unreasonably withheld;

(ii)

the Purchaser shall give, and shall procure that the Companies give, to the Seller the opportunity to comment with respect to the defense of the Third Party Claim. The Purchaser shall keep the Seller informed of the progress of any Third Party Claim and its defense, and shall

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

provide the Seller with copies of all material notices, communications and filings (including court papers). If so requested by the Seller reasonably (and provided this is not contrary to the corporate interest of the Companies), the Purchaser shall take into account the suggestion of the Seller with regard to the conduct of the procedure.

13.7.3.2

Specific Procedure for Tax Matters

In the event of a tax audit or enquiry by the relevant Tax authority in charge of Revenue concerning the Companies:

(i)

the Purchaser shall notify the Seller of such event within 15 Business Days after the Purchaser or any of the Companies has been informed of the beginning of such procedure; this 15 Business Day period shall be reduced as appropriate if the urgency of the matter dictates a swifter notification to the Seller so that the Seller is in a position to exercise its rights under this Clause 13.7;

(ii)

the Purchaser and/or the relevant Company shall be entitled (for the avoidance of doubt after having served a notice on the Seller) at its own expense to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including, without limitation, making counterclaims or other claims against third parties) and to conduct any related proceedings, negotiations or appeals. However, the Seller shall be entitled to join any action commenced by the Purchaser and/or the relevant Company and shall give to the Purchaser and/or the relevant Company its views and comments on it in written which the Purchaser and/or the relevant Company shall take into consideration reasonably;

(iii)

no admission of liability shall be made by or on behalf of the Purchaser or the Companies and the claim shall not be compromised, disposed of or settled without the consent of the Seller;

(iv)

a representative appointed by the Seller shall have the right to attend any meeting or telephone call arranged by the Purchaser and/or the relevant Company with a representative of the relevant Tax authority in charge of Revenue;

(v)

in case the payment of an additional Tax is requested as result of a Tax reassessment, the Seller shall, if, contrary to the Purchaser and/or the relevant Company’s opinion, it takes the view that the reassessment is justified, put the funds required for the payment of the said additional

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Tax at the Companies’ disposal in due time. If the payment is not made in due time, the Seller shall pay to the Companies an amount corresponding to the penalty and interest which would arise as a result of this late payment;

(vi)

conversely, where, contrary to the Purchaser and/or the relevant Company’s opinion, the Seller wishes to contest the Tax liability for reasonably legally based reasons and in good faith, the Purchaser shall procure that the relevant Company files a claim with the relevant Tax authority in charge of Revenue with respect to the Tax reassessed, in accordance with the rights this Company enjoys itself, provided, however, that the Seller first pays the funds required for the payment of the said Tax at the Company’s disposal in due time. In case such a claim or any further appeal before a relevant Tax court turns to be successful, in part or in whole, the Company shall refund the Seller of any amount finally refunded to it by the relevant local Treasury. The Seller shall also be entitled to receive any interest payment that the Company would be awarded by the relevant Tax authority in charge of Revenue or a relevant Tax court;

(vii)

where the Seller makes the decision not to pay the challenged reassessed Tax and requests for a suspension of payment as long as the law offers the possibility of such a suspension of payment, it shall provide at its own expense the Companies with a guarantee (cautionnement) granted by a first-ranking bank that enables the Company to guarantee the payment of the challenged Tax liability towards the relevant local treasury. The Seller’s decision to contest the reassessed Tax and not to pay it shall be notified to the Company with the relevant Tax guarantee at least ten (10) Business Days before the period of payment expires. The cost incurred with respect to the guarantee which would be refunded to the Company in case of a partially or wholly successful claim shall be remitted to the same extent by the Company to the Seller.

13.7.4

Notified Claims based upon a Direct Claim

13.7.4.1

In the case where a Notified Claim is based upon a fact or event occurring after the Closing and giving rise or which may give rise to a Loss and which does not involve a Third Party Claim (hereafter referred to as a “Direct Claim”):

(i)

the Seller shall have a period of 45 days following receipt of the

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Direct Claim to notify the Purchaser of its opinion regarding the Direct Claim; if the Seller does not object the claim within said period of 45 days, the claim shall be deemed to be agreed upon by the Seller;

(ii)

in the case where the Seller has objected (such objection being submitted together with documents, facts or events) to the grounds for the Direct Claim, in the absence of any settlement between the Purchaser and the Seller which the parties undertake to favor, the Purchaser may take legal action against the Seller in connection with the Direct Claim (without prejudice to any judicial action that the Purchaser may take as a matter of urgency through summary proceeding “référé” or otherwise).

13.7.5

Access to Information

13.7.5.1

The Purchaser shall ensure (and procure that the Company shall ensure) that (i) the Seller receives without undue delay after Seller’s request, all information and documents, and (ii) the Seller may consult freely, during Business Days and normal working hours, and on reasonable notice, all relevant information or documents held by them in relation to the Notified Claim or having given rise, directly or indirectly, to the Loss to which it relates and which is reasonably necessary to ensure an overall understanding of the conditions and circumstances of the Notified Claim. The Seller shall have the right to conduct all reasonable investigations in relation to the acts, events or circumstances relating to the Loss (including the right to consult, copy or photocopy the management accounts (or excerpts thereof if deemed appropriate by the Purchaser), documents and other useful information).

13.7.5.2

The Seller undertakes to keep confidential all information and documents which they may receive in the performance of this Agreement during the term hereof and the two years thereafter.

13.7.6

Subrogations

In the event that the Seller has paid an indemnity in respect of a debt corresponding to a Third Party Claim, the Purchaser shall allow the Seller to take action for its own account to recover such debt from the debtor provided that all such actions be reasonable with a view not to affect the corporate interest and the goodwill of the Companies.

13.7.7

Commencement of Proceedings

Any Notified Claim shall (if it has not been previously satisfied, settled or withdrawn)

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

be deemed to be withdrawn if there has not been any exchange of correspondence or meeting between the Seller and the Purchaser in relation to such Notified Claim for more than six months, unless legal proceedings in respect of it have been commenced between the Seller and the Purchaser.

13.8

Payment of Claims

13.8.1

Any sum payable by the Seller under Clause 13 of this Agreement shall be paid as follows:

–

in the absence of an objection by the Seller of a Direct Claim, within ten days after the expiration of the 45 day delay as referred to in paragraph 13.7.4.1 (i) above; or

–

in the event of a legal challenge by the Seller of a Direct Claim or in the event of a Third Party Claim, on the date of an enforceable final award or court decision (with the exception of a provisional order) with respect to the relevant claim; or

–

on the date on which the parties conclude a settlement agreement with respect to such Claim.

13.8.2

The amount of any payment payable under Clause 13 of this Agreement shall be increased to include interest on such sum at a rate per annum of EONIA plus 50 bp calculated for the period running from the date when the Company or the Purchaser has effectively paid the third party(ies) (in the case of Third Party Claim) or the date when the Loss starts to be suffered (in the case of a Direct Claim), until the due date of payment. In case of default of payment on said due date of payment, any such amount shall be increased to include interest from the date when such payment is due until the date of actual payment at a rate per annum of EONIA plus 150 bp. Such interest shall accrue from day to day.

13.8.3

Upon Purchaser’s decision, any payment by the Seller under Clause 13 of this Agreement shall be regarded as a reduction of the Purchase Price or as the payment of an indemnity.

Environmental indemnity

14.1

Definitions

For the purpose of this Clause 14, the following terms have the meaning ascribed to them below:

“Asbestos” means any of the following minerals: crocidolite, amosite, chrysotile, actinolite, anthophyllite and tremolite;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

“Audited Properties” means the properties listed in Schedule 14.1 (i.e. industrial properties for which final Phase 2 reports have been completed or for which Phase 1 reports have concluded that no Phase 2 investigation is required);

“Azur Properties” means the sites occupied by Entities Carrying Out the T&D Activities which are the subject matter of the agreement dated 6 December 2002 between the Seller, Key Property Investments (Number six) and Key Property Investments Limited

“Environmental Authorisations” means all environmental permits, authorisations, licenses, agreements and approvals necessary to the conduct of the operations and businesses of the T&D Activities including those concerning the production, use, sale, distribution, storage, transport, import, export, recycling or elimination of waste products or works or concerning their issuance or release in the environment;

“Environmental Expert” means an environmental expert appointed in accordance with Clause 14.4;

“Environmental Liabilities” means liabilities, damages, losses, claims, expenses, costs, fines, payments and penalties suffered or incurred by the Purchaser or any of the Companies as a result of the following:

(i)

any Hazardous Substances caused to be present by the T&D Activities or by any other activity of any member of the Seller’s Group on or before the Closing Date in the air, hard-standing, soil, sub-soil, sub-surface strata, surface water, groundwater or sub-surface water at, on or under any Property and any former Property (including any migration of such Hazardous Substances from the Properties (whether owned or leased) and any former Property on or before the Closing Date);

(ii)

any exposure of any employee or former employee of the T&D Activities to Hazardous Substances (including Asbestos) on or before the Closing Date;

“Environmental Proceedings” means a criminal, civil, judicial, regulatory or administrative proceeding, suit or action brought by a relevant authority or third party against the Purchaser or any of the Companies pursuant to Environmental Regulations;

“Environmental Regulations” means all or any laws (including secondary legislation, directives, regulations, codes of practices which do not constitute mere recommendations, civil, criminal or administrative law and any order, decree or injunction) relating to the protection of the environment, or (insofar as the same concerns exposure to Hazardous Substances) the protection of human health and safety including any such laws promulgated prior to the Closing Date which would

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

give rise after the Closing Date to any change consisting of enabling the implementation thereof; in jurisdictions where no such regulations would exist, the Parties shall refer to ordinary and prudent management practice in the jurisdiction in question;

“Hazardous Substance” means any product, substance, chemical, material or waste (including Asbestos), whose presence, nature, quantity and/or concentration, use, processing, treatment, storage, disposal, transportation, spill, release or effect, either by itself or in combination with other materials is either (i) potentially injurious to public health, safety, welfare or the environment or (ii) regulated, monitored or subject to reporting by any state or governmental or public body, agency or authority;

“Identified Properties”means the Properties listed in Schedule 14.2 (i.e. industrial properties for which no Phase 2 reports have been completed;

“Remedial Action” means any remedial works (including but not limited to any analysis and risk treatment) in relation to matters described in paragraph (i) and (ii) of the definition of Environmental Liabilities set out above called for under any applicable Environmental Regulations (including those required (i) to investigate Hazardous Substances, (ii) bring the subject Property into compliance with Environmental Regulations, (iii) to mitigate or eliminate risk of harm to human health or safety, (iv) to meet requirements of any governmental authority or (v) to settle any third party claims);

“Trigger Event” means:

(a)

any Environmental Liability incurred as a result of an enforceable order or injunction served by any relevant environmental authority or an enforceable court judgment, order or award served on the Purchaser or any Company in relation to any civil (including any tribunal or arbitration), criminal, administrative or judicial proceeding, suit or claim brought or imposed by any relevant authority or any third party on or following the Closing Date; or

(b)

any Environmental Liability which is settled, in accordance with clause 14.10 below, between the Purchaser or any Company and a third party, such settlements having been approved in advance in writing by the Seller; such approval being not unreasonably withheld or delayed by the Seller.

14.2

Environmental representations

All the Seller’s representations set forth in this Clause 14 are true and accurate as at the date of this Agreement and shall be reiterated on the Closing Date, as evidenced by the certificate to be delivered by the Seller to the Purchaser in accordance with Clause 7.2.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(i)

The Entities Carrying Out the T&D Activities have all Environmental Authorisations. The Entities Carrying Out the T&D Activities have made such reports, filings and declarations as may have been required in respect of the above in particular at the time of their having ceased to use sites with respect to which the Companies may incur an Environmental Liability.

The Seller is not aware of circumstances that would interfere with the obtaining of any permit renewal or the issuance or modification required for any planned operations or facility expansions.

Save as described in the Existing Reports and save for any Remedial Actions which shall be recommended by Environmental Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Environmental Regulations or Environmental Authorisations.

The Entities Carrying Out the T&D Activities have at all times strictly complied with Environmental Regulations (including any Environmental Regulation relating to Asbestos or any other Hazardous Substance potentially injurious to public health and safety) or Environmental Authorisations.

During a three-year period prior to the date hereof, the Seller has received no written notice of any civil, criminal, regulatory or administrative action, claim or suit alleging the violation of Environmental Regulations or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no written notice that either a governmental authority is intending to revoke or suspend any Environmental Authorisation to materially amend any Environmental Authorisation which is required to enable the continued operation of the T&D Activities.

(ii)

The Entities Carrying Out the T&D Activities have always complied, in all material respects, with Environmental Regulations in particular applicable to the T&D Activities and to the sites upon which the T&D Activities were or have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities.

There have not been any prohibitions or injunctions as regards Environmental Regulations which would limit the completion of the transaction contemplated in this Agreement.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(iii)

The Entities Carrying Out the T&D Activities have not incurred any Environmental Liability. In particular:

–

none of the Entities Carrying Out the T&D Activities has handled, recycled, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations or Environmental Authorisations

–

none of the Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance in the environment or are or have been subject to any contamination of the environment prohibited by any Environmental Regulation and none of the former Properties have released any Hazardous Substance in breach of Environmental Regulations during their period of ownership, operation or holding by any of the Entities Carrying Out the T&D Activities;

–

none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties) has been identified as a potentially responsible party with respect to, or received a request for information pursuant to, any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties;

–

none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs of any contaminated or previously contaminated site, Properties or former Property.

(iv)

There are no pending or threatened claims, actions or proceedings arising under Environmental Regulations with respect to any Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities nor, to the Sellers’ knowledge, does any basis for such claim, action or proceedings exist.

The Entities Carrying Out the T&D Activities are not subject to any order, decree, injunction, directive or so far as the Seller is aware to any investigation by any public entity or to any indemnity, agreement or other obligation to any third party relating to an Environmental Liability.

14.3

Certain Environmental Liabilities

Schedule 14.3 (1) sets forth the list of the Properties with respect to which environmental studies have been carried out during the last three years preceding the Closing Date, the Seller having delivered prior to 15 September 2003 to the Purchaser a copy of the reports issued pursuant to such environmental studies (the “Existing Reports”).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

14.4

Appointment of Environmental Expert

The following shall apply to the appointment of any Environmental Expert appointed under this Clause 14:

(a)

The Purchaser shall serve a notice to the Seller specifying the name of the expert he proposes to appoint among the list of environmental experts set forth in Schedule 14.4 (1). If the Seller does not object to the appointment of the expert proposed by the Purchaser within 15 days of such notice, such expert shall be deemed to be appointed by the Parties. Should the Parties fail to reach an agreement on the name of the expert within said 15-day period, the Environmental Expert shall be nominated on the application of either of the Parties by the President of the Tribunal de Commerce de Paris acting in summary proceedings (both parties being duly heard) among the list of environmental experts set forth in Schedule 14.4 (1).

(b)

the procedure of the Environmental Expert shall:

–

give the Parties a reasonable opportunity to make written and oral representations;

–

require that the Parties supply each other with a copy of any written representations at the same time as they are made to the Environmental Expert;

–

permit each Party to be present while oral submissions are being made by any other party;

(c)

The scope of the assignment of the Environmental Expert shall be based on the principles set forth in Schedule 14.4 (2) and the Parties will co-operate to negotiate the fees of the Environmental Expert prior to his appointment;

(d)

the Parties shall and shall cause their respective Affiliated Companies to co-operate with the Environmental Expert and comply with its reasonable requests made in connection with the carrying out of its duties under his assignment.

(e)

in all cases, the determination by an Environmental Expert of any matter falling within its assignment shall be final and binding on the Parties save in the event of manifest error (“erreur grossière”).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

14.5

Investigation and Environmental Audit of Identified Properties

The Parties hereby agree that a further investigation of any Identified Property may be conducted by the Environmental Expert within the three years following the Closing Date. Should the Purchaser elect to perform further investigation pursuant to this Clause 14.5 with respect to any Identified Property:

(a)

The Environmental Expert shall prepare and deliver his report no later than four months from its appointment to each Party. Such report shall determine, in relation to the relevant Property:

–

whether all conditions are fulfilled for any Environmental Authorisation applying to such Property continuing to be maintained;

–

whether any Hazardous Substance has been released into the environment and whether the relevant Property is subject to any contamination of the environment regulated by any Environmental Regulation; or

–

whether Remedial Action need to be taken and the timing thereof; if Remedial Action needs to be taken immediately, the Environmental Expert shall assess the anticipated costs of such Remedial Actions;

(b)

The fees of the Environmental Expert referred to in paragraph (a) above shall be equally shared between the Seller and the Purchaser.

(c)

Should the Purchaser elect to undertake any Remedial Action which the Environmental Expert has concluded is necessary, it shall be conducted, within a reasonable time period, in accordance with the recommendation of the Environmental Expert, by persons unconnected to the Environmental Expert and a separate Environmental Expert shall be appointed, the fees of whom shall be shared between the Seller and the Purchaser in accordance with Clause 14.8.1 (ii), in order to determine whether the corresponding work, once carried out by the Purchaser or the relevant Associated Company, complies with the recommendations of the first Environmental Expert.

14.6

Environmental Audit of Audited Properties

The Parties agree that recommendations in the Existing Reports relating to Audited Properties, will be followed within a reasonable time period,and if any Remedial Action is necessary as a result of following such recommendations will be evaluated by a separate Environmental Expert in order to determine whether the corresponding work comply with the recommendations of the environmental report.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

The fees of this Environmental Expert will be shared between the Seller and the Purchaser in accordance with Clause 14.8.1 (ii).

The Parties hereby agree that further investigation for any Audited Property may be conducted by an Environmental Expert within the three years following the Closing Date. Should the Purchaser elect to perform an environmental audit pursuant to this Clause 14.6 with respect to any Audited Property:

(a)

the Environmental Expert shall determine, in relation to the relevant Property and taking into account any Existing Report relating to such Property:

–

whether all conditions are fulfilled for any Environmental Authorisation applying to such Property continuing to be maintained;

–

whether any Hazardous Substance has been released into the environment and whether such Property is subject to any contamination of the environment prohibited by any Environmental Regulation; and

–

whether Remedial Action need to be taken and the timing thereof ; if Remedial Action need to be taken immediately, the Environmental Expert shall assess the anticipated costs of such Remedial Actions);

(b)

the Environmental Expert shall prepare and deliver his report no later than four months from its appointment to each Party; in the event where the Environmental Expert has concluded that any Remedial Action is to be taken such work shall, if undertaken, be conducted in accordance with the recommendations of the Environmental Expert and be conducted within a reasonable time period by persons unconnected with the Environmental Expert and a separate Environmental Expert shall be appointed, the fees of whom shall be shared between the Seller and the Purchaser in accordance with Clause 14.8.1 (ii), in order to determine whether the corresponding work, once carried out by the Purchaser or the relevant Associated Company, complies with the recommendations of the first Environmental Expert;

(c)

The fees of first Environmental Expert appointed pursuant to this Clause 14.6 shall be borne by the Purchaser.

14.7

Indemnification

Notwithstanding any disclosure made by the Seller to the Purchaser prior to the conclusion of this Agreement or in this Agreement, the Seller shall indemnify and keep the Purchaser and the Companies harmless against any Loss suffered or incurred by the Companies or any of them as a result of:

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(i)

the occurrence of a Trigger Event; or

(ii)

any Remedial Action to be taken whose cause or origin has occurred prior to the Closing Date and which is either determined to be necessary by an Environmental Expert appointed pursuant to this Clause 14 with respect to any Identified Property or in accordance with an Existing Report with respect to any Audited Property, or is required by a relevant authority lawfully exercising its powers under Environmental Regulations (and in relevant cases the Remedial Action being undertaken in accordance with the recommendations of the relevant Environmental Expert as to timing and any prior monitoring of environmental conditions and in all cases so as to ensure strict compliance with Environmental Regulations); or

(iii)

any representation of the Seller pursuant to Clause 14.2 being untrue, inaccurate or incomplete, provided that the Purchaser shall not be entitled to claim indemnification under this paragraph (iii) to the extent that it is able to pursue Remedial Action and obtain indemnification therefore under paragraph (ii) above.

14.8

Establishment of liability etc.

14.8.1

The Parties agree that with respect to liabilities of the Seller under Clause 14.7:

(i)

the Seller shall not be liable under Clause 14 unless the aggregate amount of the costs thereof exceeds Euros 12 Millions, in which case the Seller’s liability pursuant to this Clause 14 shall only apply to the excess on said amount of Euros 12 Millions;

(ii)

the cost of the Remedial Actions shall be shared by the Seller and the Purchaser as follows : 80% of such cost being allocated to the Seller and 20% to the Purchaser;

(iii)

the Purchaser may elect that the Seller pays the relevant Company the anticipated costs of any Remedial Action prescribed pursuant to the environmental audits referred to in Clauses 14.5 and 14.6 on a periodic basis in advance as such costs are incurred.

14.8.2

The aggregate amount of the sums paid by the Seller under this Clause 14 shall not exceed Euro 250,000,000, with the understanding that such ceiling is stipulated in addition to any specific ceiling applying, as the case may be, to any other indemnification provision in this Agreement.

The Parties further agree that the liability of the Seller under this Clause shall not be

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

subject to any maximum amount as regards any injury arising from exposure to Asbestos.

14.8.3

Any Claim made by the Purchaser under this Clause 14 shall be effective if made prior to the expiration of a 10-year term as from the Closing Date save that Claims in connection with the exposure of the employees to Asbestos shall be effective if made prior to the expiration of a 20-year term as from the Closing Date.

14.8.4

The provisions of Clauses 13.2 and 13.8 shall apply to any claim made by the Purchaser under this Clause 14.

14.8.5

The Seller shall not be liable under this Clause 14 to the extent that any Loss arises from or is increased by:

(a)

except as provided for under this Clause 14, any intentional act of the Purchaser or any Company in circumstances where the relevant person knew that such intentional act would directly cause or increase such Loss;

(b)

any site investigation of any of the Properties conducted after the Closing Date (i) other than as provided for under this Clause 14, (ii) for investigations made by the Seller on Audited Properties, or (iii) otherwise as notified in advance to the Seller and required by law;

(c)

any change of use of or at any Property after the Closing Date with the exception of the sites where the decision of change of use was decided or planned prior to the Closing Date;

(d)

any change in any applicable Environmental Regulations after the Closing Date (except for any change which consists only of enabling legislation implementing any Environmental Regulation which had been promulgated prior to the Closing Date).

14.8.6

If any partial or total site closure or cessation is decided upon by the Purchaser or any Company, the following shall apply:

(a)

the Seller’s liability (if any) under Clause 14 shall remain unaffected, except that such liability shall be reduced to reflect financial costs resulting from any acceleration of Remedial Action which acceleration is necessary because of such site closure or cessation;

(b)

the Seller shall not be liable for any Remedial Action which is necessary only because the intended future use of the Property is different from its use at the Closing Date,

[*]

Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

14.9

Notice of claims to the Seller

14.9.1

If the Purchaser or any Company obtains knowledge of sufficient facts which may give rise to a claim under this Clause 14 then that person shall:

(a)

inform the Seller thereof as soon as possible;

(b)

ensure that the Seller shall be given access during normal working hours to such information, personnel, premises, documents and records relating to the respective environmental matter as the Seller may reasonably request subject to appropriate arrangements being made to maintain commercial confidentiality and privilege;

(c)

promptly provide the Seller with any relevant reports or documents together with any cost estimates prepared in connection with the particular claim; and

(d)

prior to taking any steps which could result in incurring any material costs, notify the Seller and take or refrain from taking such action as the Seller shall reasonably request at the Seller’s cost in relation to such matter.

14.10 Conduct of Environmental Proceedings and Remedial Action

14.10.1

If Environmental Proceedings and/or any Remedial Action result from any matter to which this Clause 14 applies, the Purchaser or the relevant Company shall, with the Seller’s consent which shall not be unreasonably withheld or delayed and subject to Clause 14.10.2 and 14.10.3 below, have conduct of such Environmental Proceedings and/or Remedial Action.

14.10.2

The Seller (or any other person nominated by it) shall have the right at any time to assume conduct of all or any part of any Environmental Proceedings and/or any Remedial Action (including any negotiations or settlement with any relevant authority or third party before or after the lodging of any formal action, suit, claim or proceeding) which gives rise or may give rise to a claim under this Clause. If requested by the Seller, the Purchaser or the relevant Company shall at no cost to itself provide all such co-operation required by the Seller, its nominee or their legal advisers in contesting the Environmental Proceedings and/or undertaking any Remedial Action and if appropriate in making any counterclaim or any cross complaint against any person with respect to the subject matter of the Environmental Proceedings.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

14.10.3

If the Purchaser or any Company has the conduct of any Environmental Proceedings and/or Remedial Action pursuant to Clause 14.10.1 above, it shall take all reasonable measures to ensure in relation to such Environmental Proceedings and/or Remedial Action that (subject to appropriate arrangements being possible to maintain commercial confidentiality and privilege):

(a)

reasonably frequent reports (in reasonable details) shall be provided to the Seller regarding the progress of such Environmental Proceedings and/or Remedial Action;

(b)

there shall be reasonable advance consultation with the Seller in relation to such Environmental Proceedings and/or Remedial Action;

(c)

the Seller shall where reasonable be allowed to be involved in discussions with any relevant consultants or contractors concerning the scope, nature and extent of any Remedial Action to be carried out and to attend any meetings with such consultants or contractors; and

(d)

the Seller shall be allowed a reasonable opportunity to review and comment in advance (such reasonable comment to be taken into account) on formal documents to be prepared in relation to the Environmental Proceedings and/or the proposals, designs and costs for the carrying out of any Remedial Action.

14.10.4

The Purchaser shall and shall procure that each Company shall:

(a)

make no admission of liability, agreement, settlement or compromise in relation to any Environmental Proceeding and/or Remedial Action without the prior written consent of the Seller and take all reasonable action to mitigate any Environmental Liabilities suffered by it. and/or take all steps to recover any expenses, costs, claims, losses, liabilities, damages, fines, payments and penalties from any applicable Third Party.

(b)

act so as not to prejudice any right of recovery of the Seller or any member of the Seller’s Group against any applicable third party in respect of which right of recovery the Purchaser has been made aware. In the case of the Azur Properties, the Purchaser’s obligation in this regard shall be limited to ensuring that the Seller is given reasonable notice of any site investigations or works such that he is able to notify the relevant matter to the owner of the Azur Properties and the Purchaser will consider the views and requirements of the Seller concerning the conduct and scope of such investigations or works but the Purchaser shall not be liable for the consequences of any decision made as a result of such consultation.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

UK Pensions

15.1

Interpretation

In this Clause 15, the following terms have the meanings ascribed to them below:

“1989 Act” means the Electricity Xxx 0000.

“1990 Regulations” means the Electricity (Protected Persons) (England and Wales) Pension Regulations 1990 or the Electricity (Protected Persons) (Scotland) Pension Regulations 1990 and shall mean either or both as the context requires.

“Accounting Period” has the meaning given in the Income and Corporation Taxes Xxx 0000.

“Actuary” means a Fellow of the Institute of Actuaries or a Fellow of the Faculty of Actuaries in Scotland.

“Actuary’s Letter” means the letter from the Seller’s Actuary to the Purchaser’s Actuary dated 17 September 2003 a copy of which is Schedule 15.1 Part A and the definitions used therein shall have the same meanings when used in this Clause 15.

“ALSTOM Scheme” means the ALSTOM Pension Scheme established by a Definitive Trust Deed between ALSTOM UK Ltd and ALSTOM Pension Trust Limited dated 22 July 1998.

“ALSTOM Secured Unapproved Pension Scheme” means the pension scheme established by a Trust Deed and Rules between ALSTOM Limited and ALSTOM Trust Limited dated 30 September 2002.

“Benefits” means pensions, allowances, lump sums or other like benefits payable on retirement or on death.

“Consenting Members” means those Protected Employees who join the Purchaser’s Scheme on the Closing Date and who request a transfer of their rights accrued under the ALSTOM Scheme to the Purchaser’s Scheme using the form of consent described in Clause 15.3 (ii).

“Deemed Protected Employees” means those Member Employees who were members of the Electricity Supply Pension Scheme and would have been protected under the 1990 Regulations if their membership of that scheme had pre-dated the Transfer Date (as defined in the 1990 Regulations) appearing on the list at Schedule 15.1 Part B.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

“Employees” means the employees carrying out the T&D Activities whose employment will transfer to the Purchaser’s UK Subsidiary at the Closing Date.

“exempt approved scheme” has the same meaning as in Chapter I Part XIV Income and Corporation Taxes Act 1988 and “exempt approved” shall be construed accordingly.

“Group Relief” has the meaning given in the Income and Corporation Taxes Xxx 0000.

“Inland Revenue” means the Commissioners of Inland Revenue.

“Manweb Protected Employees” means the Member Employees appearing on the list at Schedule 15.1 Part B.

“Member Employees” means those Employees who are accruing benefits under the ALSTOM Scheme at the Closing Date.

“Norweb Protected Employees” means the Member Employees appearing on the list at Schedule 15.1 Part B.

“Payment Date” means the date 7 days after the later of (i) the date on which the Transfer Amount is determined pursuant to the Actuary’s Letter or (ii) the date on which the following conditions are satisfied:

the Inland Revenue has consented to the payment of the Transfer Amount; and

the Purchaser has complied with all its obligations in this Schedule which fall to be complied with before the Payment Date.

“Pension Arrangement” means an agreement, arrangement, custom or practice (whether legally enforceable or not) for the payment of or contribution towards any Benefits.

“Protected Employees” means those Member Employees who are the Norweb Protected Employees, the Manweb Protected Employees, the Scottish Power Protected Employees and the Deemed Protected Employees.

“Purchaser’s Actuary” means Xxxx Xxxxxx of Xxxxxx Xxxxx & Xxxxxxx, Xx Xxxx Xxxxx, Xxxxxx XX0 0XX or such other Actuary as the Purchaser shall appoint for the purpose of this Clause 15.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

“Purchaser’s Scheme” means the scheme (or schemes) to be nominated in accordance with Clause 15.3 (i). Where the context requires, “Purchaser’s Scheme” includes its trustees.

“Purchaser’s UK Subsidiary” means the Purchaser’s UK subsidiary company that is the principal employer of the Purchaser’s Scheme.

“Relevant Period” means the whole period of time comprising the Accounting Period of the Purchaser’s UK Subsidiary current at the Payment Date and each of its subsequent four Accounting Periods.

“Schemes” means the ALSTOM Scheme and the ALSTOM Secured Unapproved Pension Scheme.

“Scottish Power Protected Employees” means the Member Employees appearing on the list at Schedule 15.1 Part B.

“Seller’s Actuary” means Xxxxxx Corvesor of Xxxxxx Xxxxx & Xxxxxxx, Prospect House, Abbey View, St Albans, Hertfordshire or such other Actuary as the Seller shall appoint for the purpose of this Clause 15.

“XXXXX”: means in relation to any amount in Sterling on which interest for a given period is to accrue, the daily percentage rate equal to the offered quotation which appears on the page of the Telerate Screen which displays an average rate for the deposits in Sterling (presently page 3937) at or about 5.00 pm (London time) or, if such page or such service shall cease to be available, such other page or such service for the purpose of displaying an average rate for the Sterling as the Purchaser shall select.

“Specified Companies” means ALSTOM T&D Distribution Switchgear Ltd, ALSTOM T&D Power Electronics International Ltd, GEC ALSTOM Switchgear Ltd, ALSTOM T&D HVDC India Ltd, ALSTOM T&D Power Electronics Systems Ltd, ALSTOM T&D Spr International Ltd, ALSTOM T&D Systems Ltd and Long & Xxxxxxxx Ltd.

“Tax Benefit” means in relation to any Accounting Period within the Relevant Period the amount by which the Purchaser’s UK Subsidiary’s liability (or the liability of any other company to which the Purchaser’s UK Subsidiary may from time to time surrender Group Relief arising in consequence of the Purchaser’s UK Subsidiary’s payment to the Purchaser’s Scheme under Clause 15.3(xii)) to pay corporation tax is reduced and/or the amount of any repayment of corporation tax to which the Purchaser’s UK Subsidiary (or any such company) is entitled, which, in either case, arises as a result of the contribution referred to in Clause 15.3 (xii).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

“Transfer Amount” has the meaning given to it in the Actuary’s Letter.

15.2

Representations

(i)

The provisions of Clause 12.1 shall apply to this Clause 15.2.

(ii)

The Seller hereby represents as follows:

(a)

None of the Specified Companies has ever had any employees.

(b)

Other than the Schemes the Seller’s Group has no Pension Arrangement in operation for the benefit of any of the Employees or for the benefit of any dependants of Employees.

(c)

All material details of the Schemes have been given to the Purchaser in the form of complete and correct copies of:

in relation to the ALSTOM Scheme:

•

all trust deeds and rules governing or relating to calculation of benefits for Protected Employees;

•

all current booklets, announcements and other explanatory literature issued to the Protected Employees;

•

a list of all Employees who are members of each of the Schemes, as at 15 September 2003, together with all particulars of them necessary to establish the benefits payable or contingently payable to or in respect of them under the Schemes;

•

a list of all Employees who will be eligible to become Protected Employees upon the satisfaction of any conditions of eligibility; and

•

a list of all contributions payable to each of the Schemes and the basis on which they are calculated.

In the period between 15 September 2003 and the Closing Date and subject to the Proviso, names may be added to, or deleted from, the list of Employees who are members of each of the Schemes.

Provided that no change shall be made to the list without the agreement of both the Seller and the Purchaser.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(d)

There is no obligation to provide benefits under, or make contributions to, the Schemes except as revealed in the documents provided to the Purchaser.

15.3

Purchaser’s and Seller’s Obligations

(i)

Within 28 days after the date hereof, the Purchaser must provide to the Seller particulars of the Purchaser’s Scheme. The Purchaser’s Scheme will:

(a)

be an exempt approved scheme or capable of being exempt approved;

(b)

satisfy the requirements for either alternative schemes or the Pension Scheme (as both terms are defined in the 1990 Regulations) in respect of the benefits to be provided to the Protected Employees; and

(c)

be a contracted-out scheme capable of accepting liability to provide guaranteed minimum pensions and section 9(2B) rights (both as defined in the Pension Schemes Act 1993) from the ALSTOM Scheme in respect of the Consenting Members.

Subject to the receipt of the whole of the Transfer Amount the Purchaser’s Scheme will provide benefits in respect of the Consenting Members’ pensionable service before the Closing Date (including any credited pensionable service which counts as Pensionable Service in the ALSTOM Scheme) which, as agreed by the Purchaser’s Actuary and the Seller’s Actuary (or in default of agreement as settled under Clause 15.3 (xv)), satisfy the requirements of the 1990 Regulations.

(ii)

Within 45 days after the date hereof the Purchaser must provide to the Seller notices to the Member Employees offering membership of the Purchaser’s Scheme for future service on and from the Closing Date (the “Notices”), together with a list of the Member Employees to whom each Notice should be provided.

The Notice to be provided to the Protected Employees will:

(a)

explain the options available in respect of their accrued rights;

(b)

state that Purchaser’s Scheme is either an alternative scheme, as defined in the 1990 Regulations, or is a new section within the Electricity Supply Pension Scheme; and

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(c)

include a form of consent, to be approved in writing in advance by the ALSTOM Scheme, such approval not to be unreasonably withheld, for the Protected Employees to consent to a transfer from the ALSTOM Scheme to the Purchaser’s Scheme in respect of their accrued rights under the ALSTOM Scheme. The form of consent shall contain a discharge in favour of the trustees of the ALSTOM Scheme.

Within 7 days of receipt of the Notices the Seller must issue them to the Employees in accordance with the reasonable instructions provided by the Purchaser under this Clause 15.3 (ii).

(iii)

The Purchaser acknowledges that the pension benefits of the Protected Employees in the Seller’s Scheme have statutory protection under the 1989 Act and the 1990 Regulations and agrees that, for as long as and to the extent that any Protected Employee who joins the Purchaser’s Scheme on or after the Closing Date has protected person status for the purposes of the 1989 Act and the 1990 Regulations, the Purchaser’s Scheme shall comply with the requirements imposed on alternative schemes (as defined for the purposes of the 1989 Act in the 1990 Regulations) in respect of that Protected Employee. The Purchaser shall ensure that the Protected Employees are provided with all benefits as may be required by the 1989 Act and the 1990 Regulations and undertakes to the Seller that it shall at all times provide those benefits whether through the Purchaser’s Scheme or otherwise.

(iv)

If the employment of any of the Manweb Protected Employees and / or the Scottish Power Protected Employees shall at any time in the future be transferred to another party (the “Transferee”), then the Purchaser shall:

(a)

impose upon the transferee an obligation to provide the Protected Employees concerned with such pension and other benefits as required by the 1989 Act and the 1990 Regulations;

(b)

ensure that the Transferee enters into a legally binding undertaking with the Purchaser and Scottish Power UK plc to provide such benefits and shall procure that the Transferee provides Scottish Power UK plc directly with a legally binding undertaking to procure the obligations under Clauses 15.3 (iii) to (vi) inclusive will be entered into by any subsequent Transferee; and

(c)

procure that the Transferee provides Scottish Power UK plc with an indemnity in identical terms to that contained in Clause 15.3 (vi) below save that references to the Seller and the Seller’s Scheme shall be replaced by references to Scottish Power UK plc and its pension schemes.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(v)

The Purchaser:

(a)

shall provide Scottish Power UK plc with copies of every actuarial valuation and review and trustee reports and accounts produced after the Closing Date in respect of each Purchaser’s Scheme in which Protected Employees are members and in respect of any other scheme or arrangement provided to secure benefits for Protected Employees under the 1990 Regulations;

(b)

shall impose upon the Transferee the obligations set out in Clause 15.3(v)(a); and

(c)

shall ensure that the Transferee enters into a legally binding undertaking with the Purchaser and Scottish Power UK plc to fulfil the obligations set out in Clause 15.3(v)(a).

(vi)

Excluding matters in respect of which the Seller indemnifies the Purchaser under Clause 15.4 below, the Purchaser shall indemnify the Seller against all liability, damage, damages, claim, loss, charge, penalty, reasonable cost or expense (including legal expenses) of whatever nature which the Seller and / or the ALSTOM Scheme may after the Closing Date sustain, incur or pay arising out of or in connection with any claim or proceeding by or in respect of any Protected Employee in relation to the provision of or failure to provide any retirement and death benefits including, without prejudice to the generality of the foregoing any liability attributable to non-compliance with the 1989 Act or the 1990 Regulations.

(vii)

The Seller undertakes that from the date hereof no improvement in benefits or change in the percentage rate of members’ contributions or in the type of earnings on which such contributions are paid which may be made under the ALSTOM Scheme or change in benefits under the ALSTOM Secured Unapproved Pension Scheme after the date of this Agreement will apply to the Member Employees.

(viii)

In relation to the Member Employees and subject to the Proviso the Seller shall use reasonable endeavours to procure that, from the date hereof, the Principal Employer or the trustees of the ALSTOM Scheme or of the ALSTOM Secured Unapproved Pension Scheme shall not up to and including the Payment Date:

(a)

make any announcements arising out of the provisions of this Schedule or referring to the ALSTOM Scheme to the Member Employees without the prior written approval of the Purchaser (such approval not be unreasonably withheld or delayed); or

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(b)

do or omit any action which would affect the accrual of the benefits of the Member Employees under the ALSTOM Scheme or which would adversely affect the amount of the Transfer Amount;

Provided that the Seller shall be entitled to make any changes to the ALSTOM Scheme or the ALSTOM Secured Unapproved Pension Scheme required by law.

(ix)

The Purchaser shall within 7 days after the Closing Date give to the ALSTOM Scheme the completed consent forms referred to in Clause 15.3 (ii) above.

(x)

The Seller shall procure that the Seller’s Actuary will within 90 days of the Closing Date calculate the Transfer Amount for each Consenting Member on the basis of the method and assumptions set out in the Actuary’s Letter.

(xi)

The Seller shall procure that the Seller’s Actuary will within 97 days of the Closing Date supply to the Purchaser’s Actuary his calculation of the Transfer Amount and such information as the Purchaser’s Actuary shall reasonably require in order to agree those calculations are mathematically correct and in accordance with the terms of the Actuary’s Letter.

(xii)

The Seller shall use its reasonable endeavours to procure that the ALSTOM Scheme pays to the Purchaser’s Scheme on the Payment Date such assets as may be agreed before the Payment Date between the ALSTOM Scheme and the Purchaser’s Scheme, or in default of such agreement, cash (the “Target Sum”) equal in value to the Transfer Amount.

The assets (if any) to be transferred from the ALSTOM Scheme shall be valued at the mid-market price at the close of business on the relevant Stock Exchange two business days before the Payment Date.

If the total amount which shall actually have been transferred to the Purchaser’s Scheme by the ALSTOM Scheme on the Payment Date (the “Paid Sum”) is less than the Target Sum then a sum (the “Shortfall”) shall be paid by the Seller to the Purchaser (and such payment shall be an adjustment to the Purchase Price). The Shortfall shall be calculated by reference to: the aggregate of (i) the difference between the Paid Sum and the Target Sum and (ii) interest accrued on the difference between the Paid Sum and the Target Sum in respect of any period during which any part of the Target Sum remains unpaid after the Payment Date, less any part of the Target Sum and the interest accrued thereon which is paid by the Scheme to the Purchaser’s Scheme on or after the Payment Date. For the purpose of this Clause 15.3 (xii), interest shall be calculated at a rate per annum of XXXXX plus 50 bp.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

The Purchaser shall procure that an amount equal to the Shortfall is paid into the Purchaser’s Scheme by the Purchaser’s UK Subsidiary within 14 days of the payment of the Shortfall by the Seller.

If the Seller pays to the Purchaser any amount under this Clause 15.3 (xii):

the Purchaser shall take all reasonable steps to obtain the maximum Tax Benefit available as a consequence of a payment being made to the Purchaser’s Scheme under this Clause 15.3(xii);

the Purchaser shall provide to the Seller within nine months after the end of each Accounting Period within the Relevant Period a statement showing the Tax Benefit obtained in such Accounting Period with sufficient details to show how that Tax Benefit has been obtained;

the Purchaser shall be entitled to provide the Seller with a certificate from the auditors of each company which enjoys part of the Tax Benefit, provided that the certificate (or certificates) confirms the whole of such Tax benefit obtained in each Accounting Period within the Relevant Period. In the absence of manifest error, any auditor’s certificate(s) provided under this Clause 15.3 (xii) shall be final as to the amount of Tax Benefit obtained; and

if any Tax Benefit is obtained then the Purchaser shall, on the day falling nine months and one day after the end of that relevant Accounting Period, repay to the Seller (by way of adjustment to the Purchase Price) an amount equal to the Tax Benefit obtained in respect of that Accounting Period.

(xiii)

If a benefit becomes payable by the Purchaser’s Scheme in respect of any of the Consenting Members on or after the Closing Date but before the Payment Date, the Seller shall use all reasonable endeavours to procure that the ALSTOM Scheme will, if requested by the Purchaser’s Scheme, transfer to the Purchaser’s Scheme on or before the date when the benefit is payable, assets at least equal in value to the Consenting Member’s cash equivalent (as defined in the Xxxxxxx Xxxxxxx Xxx 0000 and determined by the Actuary to the ALSTOM Scheme). If assets are transferred to the Purchaser’s Scheme pursuant to this Clause 15.3 (xiii), the Transfer Amount shall be reduced by the value of the assets so transferred, such value to be adjusted in accordance with the Actuary’s Letter in respect of the period from and including the date on which the assets are so transferred up to but excluding the Payment Date.

(xiv)

The Seller shall procure that on the Payment Date the ALSTOM Scheme shall transfer to the Purchaser’s Scheme any assets representing additional voluntary contributions paid to the ALSTOM Scheme by the Consenting Members and

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

investment returns thereon other than any additional voluntary contributions in respect of which full value has been given in calculating the Transfer Amount under Clause 15.3 (x).

(xv)

If the Purchaser’s Actuary notifies the Seller’s Actuary that he does not agree the amount of the Transfer Amount within 28 days of receiving all the information requested by the Purchaser’s Actuary under Clause 15.3 (xi) the Actuaries shall attempt to reach agreement as to the Transfer Amount but if no such agreement is reached within 28 days of the Purchaser’s Actuary notifying his original disagreement the matter may be referred upon the application of either the Seller or the Purchaser to an independent actuary to be appointed and to act in accordance with this Clause 15.3 (xv).

If a reference is made to an independent actuary under Clause 15.3 (i) or under this Clause 15.3 (xv) the matter shall be referred to and determined by an independent actuary appointed by the President for the time being of the Institute of Actuaries on the application of either the Seller or the Purchaser which actuary shall determine the Transfer Amount in accordance with this Clause 15.3 (including the Actuary’s Letter) acting as an expert and not as an arbitrator whose decision shall be final and binding and whose expenses shall be borne as he directs.

(xvi)

The Purchaser shall, before the Closing Date, enter into a legally binding agreement with Scottish Power UK Plc on identical terms to Clause 15.3(vi) save that references to the Seller shall be replaced by references to Scottish Power UK plc and references to the ALSTOM Scheme shall be replaced by references to Scottish Power UK plc’s pension schemes.

15.4

Pension Indemnification

(i)

The Seller shall indemnify the Purchaser against all losses, actions, proceedings, costs, claims, damages and expenses brought or made against or incurred by the Purchaser or any of the Companies or the Purchaser’s Scheme (including, without limitation, any additional contributions payable to the Purchaser’s Scheme) insofar as the same arise from:

the Purchaser’s Scheme being required to provide increased benefits in respect of any pensionable service of Consenting Members accruing between 17th May 1990 and the Closing Date in order that such benefits are provided on an equal basis for members of both sexes but excluding any obligation to equalise guaranteed minimum pensions (as defined in the Pension Schemes Act 1993); or

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

the Purchaser or any of its subsidiary companies being required to provide to any Employees at the Closing Date benefits on a like basis to any relevant benefits as defined in section 612 Income and Corporation Taxes Act 1988 provided by either the Entities Carrying Out the T&D Activities or the Companies to such persons otherwise than pursuant to the terms of the Schemes.

Any claim made by the Purchaser under this Clause 15.4 (i) shall be treated as an adjustment to the Purchase Price.

(ii)

The provisions of Clauses 13.2, 13.4, 13.7 and 13.8 shall apply to any claim made by the Purchaser under this Clause 15.4.

Certain Claims and Litigations—Material Defects—Contracts

16.1

The Seller shall indemnify and keep the Purchaser and the Companies harmless against any Loss suffered or incurred by the Companies or any of them as a result of any and all claims and litigations set forth in Schedule 16.1.

The Seller shall indemnify and keep the Purchaser and the Companies harmless against any Loss as a result of any and all Taxation reassessments, Taxation audits or enquiries in progress, with respect to any of the Companies, as of the Closing Date.

Save as specifically provided for in this Clause 16.1, there shall be no limitation whatsoever to the Seller’s liability under this Clause 16.1; in particular the Seller’s liability under this Clause 16.1 shall not be limited by any disclosure by the Seller including, as the case may be, by those set forth in the Disclosure Letter; it being understood that for the purpose of calculating the amount of the indemnity paid by the Seller, there shall be deducted therefrom any insurance proceeds which the Purchaser or the relevant Company may have received, as the case may be, on account of the matter giving rise to indemnification with respect to any of the claims and litigations listed in Schedule 16.1.

For the avoidance of doubt, the amount of the provisions referred to in Schedule 16.1 are only for information purposes. The amount of the provisions in the 2003 Account shall prevail.

With respect to claims and litigations listed in Part A of Schedule 16.1, there shall be deducted, in addition, the amount of any provision included in the 2003 Accounts specifically on account of the matter giving rise to the indemnification and provided that the Purchaser shall only be entitled to indemnification in respect of the Claim numbered 10 in such Part A of Schedule 16.1 to the extent that its Loss results from non compliance with law or a contractual obligation.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

With respect to claims and litigations listed under Part B of Schedule 16.1 and Part C of Schedule 16.1, there shall be no deduction whatsoever; it being understood that Part C of Schedule 16.1 comprises claims and litigations where the Purchaser or any relevant Company could be held jointly and severally liable with the company Alstom T&D Elec S.A., which are indemnified under the present Clause 16.1.

Notwithstanding the foregoing, in respect of the claim mentioned in Part D of Schedule 16.1, the Parties expressly agree that the Loss suffered or incurred by the Companies or any of them as a result of such claim shall be calculated as a net amount taking account of any counterclaim and be borne equally by the Purchaser and the Seller. If the amount paid under any counterclaims exceeds the amount finally payable in respect of the claim, the Purchaser shall pay one half of such excess to the Seller.

Any Claim made by the Purchaser under this Clause 16.1 shall be effective if notified prior to March 31, 2006. By exception to this rule, Claims in relation to Tax matters referred to above in this Clause16.1 shall be effective if made prior to the expiration of the statutes of limitations applicable to Tax matters plus two months.

The provisions of Clauses 13.2 (to the extent it is not inconsistent with the above), 13.3.2.1, 13.4, 13.7 and 13.8 shall apply to any claim made by the Purchaser under this Clause 16.1.

For the purpose of this Clause 16.1, the Seller may elect to conduct the defense of any claim or litigation set forth in Schedule 16.1 save that:

(i)

(ii)

the Seller shall give to the Purchaser the opportunity to comment with respect to the defense of any such claim or litigation. The Seller shall keep the Purchaser informed of the progress thereof and shall provide the Purchaser with copies of all material notices, communications and filings (including court papers) and the Seller shall be given access to the personal of the Purchaser. If so requested by the Purchaser reasonably, the Seller shall take into account the suggestion of the Purchaser with regard to the conduct of the procedure.

If the Seller does not elect to conduct the defense of any claim or litigation set forth in Schedule 16.1, the provisions of Clause 13.7.3 shall apply mutatis mutandis.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

16.2

The Seller shall indemnify and keep harmless the Purchaser and any of the Companies against any Loss suffered or incurred by the Companies or any of them as a result of any defect in a product or a line of products due to improper design or manufacturing (whether or not such defect has given rise to a client claim) as any such defect is set forth in Schedule 16.2, provided that the Seller shall not be liable for Loss resulting from any defect on a product or a line of products whose manufacturing has started after the Closing Date.

Save as specifically provided for in this Clause 16.2, there shall be no limitation whatsoever to Seller’s liability under this Clause 16.2; in particular the Seller’s liability under this Clause 16.2 shall not be limited by any disclosure by the Seller including, as the case may be, by those set forth in the Disclosure Letter; it being understood that for the purpose of calculating the amount of the indemnity paid by the Seller, there shall be deducted therefrom (aa) any insurance proceeds which the Purchaser or the relevant Company may have received, as the case may be, on account of the matter giving rise to indemnification and (bb) the amount of any provision included in the 2003 Accounts specifically on account of the matter giving rise to the indemnification.

Any Claim made by the Purchaser under this Clause 16.2 shall be effective if made prior to 31 March 2006 plus two months.

The provisions of Clauses 13.2 (to the extent it is not inconsistent with the above), 13.3.2.1, 13.4, 13.7.2 and 13.8 shall apply to any claim made by the Purchaser under this Clause 16.2.

16.3

The Seller shall indemnify and keep the Purchaser and the Companies harmless against any loss suffered or incurred by the Companies as a result of the performance of any and all contracts set forth in Schedule 16.3. For the purpose of this Clause 16.3, a “loss” means in respect of any contract : (x) the amount (if any) by which the consolidated negative gross margin of that contract is more negative than a negative amount of 2 million Euros, less (y) the amount of the relevant provision on contract included in the 2003 Accounts specifically on account of the matter giving rise to the loss. For the purpose of this Clause 16.3, the definition of “consolidated negative gross margin” appears in Schedule 16.3.

The Seller’s liability under this Clause 16.3 shall be limited to 90% of any relevant loss, but there shall be no other limitation whatsoever to Seller’s liability under this Clause 16.3; in particular the Seller’s liability under this Clause 16.3 shall not be limited by any disclosure by the Seller including, as the case may be, by those set forth in the Disclosure Letter; it being understood that for the purpose of calculating the amount of the loss, there shall be deducted therefrom (aa) any insurance proceeds

100

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which the Purchaser or the relevant Company may have received, as the case may be, on account of the matter giving rise to indemnification and (bb) the amount of any provision included in the 2003 Accounts specifically on account of the matter giving rise to the indemnification.

Any Claim made by the Purchaser under this Clause 16.3 shall be effective if made prior to 31 March 2006 plus two months.

The provisions of Clauses 13.2 (to the extent it is not inconsistent with the above), 13.4, 13.7.2 and 13.8 shall apply to any claim made by the Purchaser under this Clause 16.3.

SECTION V—MISCELLEANOUS PROVISIONS

Announcements

Pending Closing, no announcement in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of Seller or Purchaser or any member of the Seller’s Group or the Purchaser’s Group without the prior written approval of the Seller and the Purchaser. Any press release relating to the subject matter of this Agreement shall be prepared jointly by the Purchaser and the Seller. This shall not affect any announcement or, as the case may be, circular required by law or any regulatory body or the rules of any recognised stock exchange on which the shares of either party are listed but the party with an obligation to make an announcement or, as the case may be, issue a circular shall consult with the other parties insofar as is reasonably practicable before complying with such an obligation.

Confidentiality

18.1

The Seller and Purchaser acknowledge that the confidentiality agreement they signed on 14 March 2003 shall cease to have any force or effect from the date of this Agreement.

18.2

The Seller and Purchaser shall, and shall procure that their Affiliated Companies, treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:

101

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(a)

the provisions of this Agreement and any agreement entered into pursuant to this Agreement; or

(b)

the negotiations relating to this Agreement and any agreement entered into pursuant to this Agreement.

This confidentiality commitment will last until 31 December 2005.

18.3

Clause 18.2 shall not prohibit disclosure or use of any information if and to the extent:

(i)

the disclosure or use is required by law, any regulatory body, any recognised stock exchange on which the shares of any party are listed or any rating agency;

(ii)

the disclosure or use is required to vest the full benefit of this Agreement or any agreement entered into pursuant to this Agreement in any party;

(iii)

the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement, or any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a Tax authority in connection with the Tax affairs of the disclosing party;

(iv)

the disclosure is made to professional advisers of the Seller or the Purchaser on terms that such professional advisers undertake to comply with the provisions of Clause 18.2 in the case of the Purchaser in respect of such information as if they were a party to this Agreement;

(v)

the information becomes publicly available (other than by breach of the confidentiality agreement referred to above or of this Agreement);

(vi)

the other party has given prior written approval to the disclosure;

(vii)

the information is independently developed after Closing;

(viii)

the information is obtained free of any restrictions on use or obligations of confidentiality from a third party which is itself free of any restrictions on use or obligations of confidentiality with respect to that information; or

(ix)

the information is already in the possession of that party and is not subject to obligation of confidentiality or a restriction on use;

provided that prior to disclosure or use of any information pursuant to Clause 18.3 (i), (ii) or (iii), the party concerned shall promptly notify the other parties of such requirement with a view to providing the other parties with the opportunity to contest

102

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such disclosure or use or otherwise to agree the timing and contents of such disclosure or use.

Substitution—Successors and Assigns

19.1

the Purchaser is entitled to substitute prior to the Closing Date any entity within the Purchaser’s Group for the purposes of completing the acquisition contemplated hereunder, provided that the Purchaser shall jointly and severally be liable for any obligation of such entity under this Agreement.

19.2

This Agreement is personal to the parties to it. Accordingly, neither the Purchaser nor the Seller may, without the prior written consent of the other party, assign the benefit of all or any of their obligations under this Agreement, nor any benefit arising under or out of this Agreement save that (i) this Agreement shall benefit to any successor of the Purchaser including as a result of any merger (fusion), hive-down (apport-scission) or contribution or spin-off with an Affiliated Company of the Purchaser and (ii) this Agreement shall not be affected in any manner whatsoever by any restructuring of the Companies such as a merger (fusion), hive-down (apport-scission) or contribution or any similar transactions achieved following the Closing.

Variation etc.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties to this Agreement.

Method of Payment

Wherever in this Agreement provision is made for payment by one party to another, such payment shall be made in Euro and be effected by crediting the account specified in the Payment Account Details of the party entitled to payment on or before the due date for payment unless the payee, by notice to the payer and not later than five (5) Business Days prior to the due date for payment, elects to be paid by banker’s draft drawn on any international bank reasonably acceptable to the payer and having an office in Paris.

Costs

The Seller shall bear all investment banking advisory, legal, accountancy and other costs and expenses incurred by it in connection with this Agreement. The Purchaser shall bear all such costs and expenses incurred by it. All stamp, transfer or registration taxes payable in any jurisdiction in respect of the execution of this Agreement or the Closing or any other document entered into pursuant to this Agreement shall be borne by the Purchaser with the exception of any intra group transaction made by the Seller

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or any transaction in relation with the Reorganisation prior to the date of Closing or, as the case maybe, in the case of Non-Transferred T&D Activities, prior to the date of effective transfer thereof.

Interest

Unless otherwise agreed in this Agreement, if any party defaults in the payment when due of any sum payable under this Agreement or any Agreement entered into pursuant to this Agreement the liability of that party (as the case may be) shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (as well after as before judgment) at a rate per annum of EONIA plus 150 bp. Such interest shall accrue from day to day.

Cooperation

Each of the parties shall from time to time execute such documents and perform such acts and things as any other party may reasonably require to transfer the Shares to the Purchaser and to give any party the full benefit of this Agreement.

Whole Agreement

This Agreement and the other agreements entered into on or subsequent to the date hereof contain the whole agreement between the parties relating to their subject matter to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement.

Notices

26.1

Any notice or other communication requiring to be given or served under or in connection with this Agreement shall be in writing and shall be sufficiently given or served if delivered or sent:

In the case of the Seller:

To: ALSTOM

At: 00 xxxxxx Xxxxxx—00000 Xxxxx

Fax: 00.00.00.00.00

Attention: Xx. Xxxxxx Xxxxxxx

In the case of the Purchaser:

To: AREVA

At: 00/00 xxx Xx Xxxxxxxx—00000 Xxxxx

Fax: 00.00.00.00.00

Attention: Xx. Xxxxxxx de Gouttes and Xx. Xxxxx Xxxxxxx

104

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26.2

Any such notice or other communication shall be delivered by hand or sent by courier or fax. If sent by courier or fax, such notice or communication shall conclusively be deemed to have been given or served on the Business Day following the time of despatch. Any fax shall, in addition, be sent by post the day on which it is sent but this shall not alter the time it is deemed served pursuant to this Clause.

26.3

The Seller and the Purchaser may by notice to the other and in accordance with Clauses 26.1 and 26.2 specify from time to time a different address for notice within France upon 15 Business Days notice.

Severability

If any term or provision of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected. Furthermore, in lieu of such invalid illegal or unenforceable provision, the parties shall add as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.

Governing Law and Dispute

28.1

This Agreement shall be governed by and construed in accordance with French law.

28.2

All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”).

The arbitral tribunal shall consist of three arbitrators with the understanding that for the purpose of appointing the arbitrators, ALSTOM and ALSTOM Holdings shall be deemed to constitute only one party.

The place of arbitration shall be Paris, France, and the arbitration shall be conducted in French exclusively provided that the arbitrators shall accept documentation or witness evidence in English or in French.

The parties acknowledge that nothing in this Clause shall prevent a party from referring to the Président du Tribunal de Commerce de Paris through summary proceedings (“référés”) prior to or after the initiation of an arbitration procedure under this Clause, any request for an interim protection or conservatory order (“mesures conservatoires”).

105

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Signed in Paris, on September 25, 2003 in three (3) original copies

The Purchaser				The Seller
By: Xx. Xxxxxx Arbola on behalf of : AREVA				By: Xx. Xxxx Xxxxxx on behalf of : ALSTOM HOLDING


				By: Xx. Xxxx Xxxxxx
				on behalf of : ALSTOM

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List of Schedules

Schedule 1 (1)		Form of NTA Escrow Agreement

Schedule 1 (2)		Form of Price Escrow Agreement

Schedule 3.2 (1)		List of jurisdictions where the Reorganisation shall be completed on the Closing Date

Schedule 3.2 (2)		Definition of the T&D Activities; list of legal entities dedicated to T&D Activities; with respect to legal entities which are not entirely dedicated to T&D Activities, list of the business units (CARAT units) carrying out the T&D Activities, in each case as of the date hereof and prior to the implementation of the Reorganisation; list of the legal entities to carry out the T&D Activities after the implementation of the Reorganisation

Schedule 3.3 (1)		List of Excluded Assets

Schedule 3.3 (2)		List of Excluded Liabilities

Schedule 3.4		List of certain legal entities and business units submitted to Clause 3.4

Schedule 4.2 (1)		Accounting Principles and Combination Methods

Schedule 4.2 (2)		Definition of the Closing Net Financial Debt

Schedule 5.1.2 (1)		List of the jurisdictions where anti-trust clearance decision is required

Schedule 5.1.2 (2)		List of the jurisdictions where other consent or approval is required

Schedule 5.2.2 (i)		Model of opinion relating to the completion of the Reorganisation

Schedule 6.2.1 (1)		Reorganisation plan

Schedule 6.2.1 (2)		Determination of amounts to be placed in escrow for Non-Transferred T&D Activities

Schedule 6.2.2		Legal Reorganisation

107

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Schedule 6.2.3		Operational Reorganisation

Schedule 6.3		Main terms applicable to the Transitional Services Agreement

Schedule 6.4		Foreign exchange transactions

Schedule 6.6		Pensions and other benefit plans

Schedule 6.11.1		List of Cegelec Contracts and Cegelec Contrat de Commissionaires

Schedule 6.11.2		Part A: List of ALSTOM Contracts Part B: Draft form of ALSTOM Contrats de Commissionaires

Schedule 6.12		Part 1: list of patents, trademarks and domain names to be owned by the Companies on or before the Closing Date Part 2: list of patents and trademarks for which a lifetime licence shall be granted to the Companies on the Closing Date Part 3: list of patents for which a lifetime licence shall be granted by the Purchaser on the Closing Date Part 4: general principles for patents and trademarks licences Part 5: Xxxx-Xxxxxxx patent Part 6: the APC patents Part 7: list of web sites established under the domain names to be routed to the Purchaser or any Company’ site on or before the Closing Date

Schedule 7.2		Closing deliveries

Schedule 8.1		List of Parent Company Guarantees

Schedule 8.2		List of bank guarantees

Schedule 12.1		Form of Seller’s certificate with respect to reiteration of the Representations and Warranties

Schedule 14.1		List of Audited Properties

108

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Schedule 14.2		List of Identified Properties

Schedule 14.3 (1)		List of Properties in respect of which Existing Reports have been disclosed before 30.08.03

Schedule 14.4 (1)		List of environmental experts

Schedule 14.4 (2)		Principles for the scope of assignment of the Environmental Expert

Schedule 15.1		Part A: Actuary’s Letter Part B: List of Protected Employees

Schedule 16.1		[ * ]

Schedule 16.2		[ * ]

Schedule 16.3		[ * ]

109

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Schedule 1(1)

NTA ESCROW AGREEMENT

BETWEEN:

ALSTOM HOLDINGS, a French société anonyme with a share capital of Euro 401,500,000 whose registered office is at 00 xxxxxx Xxxxxx, 00000 Xxxxx, registered under number B 347 951 238 RCS Paris, represented by , in his capacity as , duly empowered for the purpose hereof;

and

ALSTOM a French société anonyme with a share capital of Euro 352,075,653.75 whose registered office is at 00 xxxxxx Xxxxxx, 00000 Xxxxx, registered under number B 389 058 447 RCS Paris, represented by , in his capacity as , duly empowered for the purpose hereof;

(hereafter collectively referred to as the “Seller”) acting jointly and severally (“solidairement”);

AND

AREVA, Société de Participations du Commissariat à l’Energie Atomique a French société anonyme with a share capital of Euro 1,346,822,638 organised under French law, whose registered office is at 00-00, xxx Xx Xxxxxxxx, 00000 Xxxxx, registered under number 000 000 000 RCS Paris, represented by , in the capacity as , duly empowered for the purpose hereof;

(hereafter referred to as the “Purchaser”)

AND

[Crédit Agricole Indosuez], a société with a share capital of Euro organised under French law, whose registered office is at , registered under number , represented by , duly empowered for the purpose hereof;

(hereafter referred to as the “NTA Escrow Agent”).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

WHEREAS:

(A)

Pursuant to a dated 2003 (the “Agreement”), the Seller has agreed to sell to the Purchaser and the Purchaser has agreed to purchase, all of the shares of T&D Holding Etranger, a French société anonyme with a share capital of Euro 37.000 whose registered office is at 00 Xxxxxx Xxxxxx, 00000 Xxxxx, registered under number 449834308 RCS Paris .

(B)

Pursuant to Clause 6 of the Agreement, the Seller has committed to the Purchaser to procure that certain T&D Activities (as defined in the Agreement) shall be transferred to the Companies (as defined in the Agreement) prior to the Closing Date (as defined in the Agreement) pursuant to the reorganisation scheme defined in Schedule 6.2.1 (1) attached to the Agreement (the “Reorganisation Plan);.

(C)

Pursuant to Clause 6.2.1 (ix) of the Agreement, the Seller and the Purchaser have agreed that if it appears that any of the business units pertaining to the T&D Activities in such jurisdictions other than those set forth in Schedule 3.2 (1) of the Agreement cannot be transferred to any of the Companies for any reason (other than a failure by the Seller to comply with its obligations hereunder) by the Closing Date (a “Non-Transferred T&D Activity”) and if all other conditions precedent included in the Agreement are satisfied or, as the case may be, waived, the Transaction (as defined in the Agreement) shall nevertheless be completed it being understood that in such case, the NTA Escrow Amount (as defined in the Agreement) shall be placed in escrow on the Closing Date.

(D)

Pursuant to Clause 5.2.3 of the Agreement, the Seller and the Purchaser have further agreed that should at the time of scheduled Closing any antitrust clearances required for those jurisdictions other than those set forth in Schedules 5.1.2 (1) and 5.1.2 (2) attached to the Agreement be still outstanding, Closing shall nevertheless occur and the provisions of Clause 6.2.1 (ix) shall apply mutatis mutandis.

(E)

At the date hereof, [the T&D Activities conducted in [specify the relevant jurisdiction(s)] could not be transferred to the Companies] / [antitrust clearance in [specify the relevant jurisdiction(s)] are still outstanding], all other conditions precedent included in the Agreement being satisfied.

(F)

Accordingly, as contemplated in [Clause 6.2.1 (ix)/Clause 5.2.3] of the Agreement, the Seller has placed on the date hereof with the NTA Escrow Agent the NTA Escrow Amount in an amount of [ ] Euros, such amount :

(i)

corresponding to the [aggregate] amount of the value[s] of the Non-Transferred T&D Activit[y/ies], as determined pursuant to the provisions of Schedule 6.2.1 (2) of the Agreement [and as set out in Schedule 1 hereto],

(ii)

to be held, pending final resolution of the effective transfer of the Non-Transferred T&D Activit[y/ies], and at the latest by 31 December 2004, unless otherwise agreed by the Parties, and released on and subject to the terms of this NTA Escrow Agreement.

(G)

The NTA Escrow Agent is willing to serve as escrow agent upon the terms of this NTA Escrow Agreement.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

NOW IT IS AGREED AS FOLLOWS:

INTERPRETATION

Unless defined otherwise in this NTA Escrow Agreement, capitalised words or expressions shall have the meaning assigned thereto in the Agreement.

A copy of the Agreement has been delivered to the NTA Escrow Agent.

APPOINTMENT OF THE NTA ESCROW AGENT

The Purchaser and the Seller hereby designate and appoint the NTA Escrow Agent as escrow agent to act in accordance with the terms of this NTA Escrow Agreement, and the NTA Escrow Agent does hereby agree to hold, safeguard and release the NTA Escrow Amount pursuant to the terms of this NTA Escrow Agreement.

DEPOSIT INTO ESCROW

On the date hereof, the Purchaser has delivered to the NTA Escrow Agent by means of a [wire transfer/bank cheque] the NTA Escrow Amount the receipt of which is hereby acknowledged. The NTA Escrow Agent shall cause the NTA Escrow Amount to be deposited in an account (the “NTA Escrow Account”). The Purchaser and the Seller hereby instruct the NTA Escrow Agent to invest 100% per cent of the NTA Escrow Amount in the mutual fund CAM Trésorerie 3 months which will be credited in a security account opened in the name of both the Seller and the Purchaser.

RELEASE FROM ESCROW

The NTA Escrow Amount shall be released by the NTA Escrow Agent from the NTA Escrow Account in accordance with the following provisions:

4.1

Partial Release

4.1.1

As soon as the transfer of any of the Non-Transferred Activities has been duly and fully completed (including completion of all applicable legal formalities) to the benefit of the relevant Company in accordance with the provisions of the Reorganisation Plan, and the Purchaser has received the Seller’s General Counsel’s certificate issued in the form of Schedule 3 hereto, the Purchaser shall immediately deliver to the NTA Escrow Agent, and no later than 31 December 2004 (or such later date as the Seller and the Purchaser may agree in writing and jointly notify to the NTA Escrow Agent) (the “Final Release Date”), a letter in the form attached as Schedule 2 hereto (the “NTA Completion Letter”) accompanied by the Seller’s General Counsel certificate issued in the form of Schedule 3 hereto at the date of the effective transfer of such Non-Transferred Activity and that the Seller shall notify to the Purchaser promptly.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

4.1.2

The NTA Escrow Agent shall release from the monies standing to the credit of the NTA Escrow Account, in favour of the Seller, within five (5) Business Days from the receipt of the NTA Completion Letter, the amount corresponding to the value of such Non-Transferred Activity as set forth in Schedule 1, together with accrued interests thereon in accordance with Clause 3.

4.2

Final Release

If at the latest on the Final Release Date, the NTA Escrow Agent has not received a NTA Completion Letter with respect to any Non-Transferred Activities having given rise to a NTA Escrow Amount being placed with the NTA Escrow Agent, such NTA Escrow Amount shall be released by the NTA Escrow Agent to the benefit of the Purchaser (the “Final Release”) together with accrued interests thereon in accordance with Clause 3.

4.3

Payments

All payments under this NTA Escrow Agreement shall be made by bank transfer and in immediately available funds to such accounts of the Purchaser and the Seller, as the case may be, as each of them will have given prior notice of in writing to the NTA Escrow Agent in accordance with Clause 10.

FEES AND EXPENSES OF THE NTA ESCROW AGENT

The NTA Escrow Agent shall be entitled to the fees set forth on Schedule 4 hereto for its services hereunder. Such amount is payable on a lump sum basis and includes any fees and expenses incurred or to be incurred by the NTA Escrow Agent in connection herewith. Such amount is payable on the date hereof and shall be borne as to one half by the Purchaser and as to one half by the Seller. The payment obligations of the Purchaser and the Seller to the NTA Escrow Agent set forth in this Clause 5 shall survive any termination of this NTA Escrow Agreement.

TERMINATION

6.1.

This NTA Escrow Agreement shall terminate upon the earlier to occur of:

6.1.1

the receipt by the NTA Escrow Agent of a written notice executed by both the Purchaser and the Seller directing such termination; or

6.1.2

the release of all of the monies standing to the credit of the NTA Escrow Account having been paid to the Purchaser and/or the Seller in accordance with the terms of this NTA Escrow Agreement.

6.2.

In the event that this NTA Escrow Agreement is terminated pursuant to Clause 6.1.1, the NTA Escrow Agent shall promptly pay any monies standing to the credit of the NTA Escrow Account, as may be directed in writing by the Purchaser and the Seller jointly.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

LIMITATION ON DUTIES OF THE NTA ESCROW AGENT

In order to induce the NTA Escrow Agent to act as NTA Escrow Agent hereunder, the Purchaser and the Seller agree that:

7.1

the NTA Escrow Agent may act in reliance upon any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties, and, accordingly, the NTA Escrow Agent:

(i)

shall incur no liability for, or in respect of, any action taken, or omitted to be taken, by it in such reliance; and

(ii)

shall be held harmless from anything suffered by it in such reliance;

In respect of the foregoing, specimen of signature of the Purchaser and of the Seller are set out in Schedule 5 hereto. As soon as reasonably practicable following the date on which the identity of the Expert Accountant is known, as the case may be, the specimen of signature of such person(s) will be notified to the NTA Escrow Agent.

7.2

the NTA Escrow Agent shall be under no duty or obligation to take any legal action in connection with this NTA Escrow Agreement or to enforce, through the institution of legal proceeding or otherwise, any of its rights as NTA Escrow Agent hereunder or any rights of any other party hereto pursuant to this NTA Escrow Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve it in any cost, expense, loss or liability unless required to by the Seller and/or the Purchaser in which case the NTA Escrow Agent shall be fully indemnified by the Purchaser (if action is required by the Purchaser) or the Seller (if action is required by the Seller) or the Purchaser and the Seller in accordance with the terms they agreed (if action is required by the Purchaser and the Seller) against such cost, expense, loss or liability;

7.3

the NTA Escrow Agent and each of its officers, directors and employees may engage or be interested in any financial or other transaction with the Purchaser or the Seller as freely as if it were not the NTA Escrow Agent hereunder;

7.4

the NTA Escrow Agent shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct, or negligence; and

7.5

this NTA Escrow Agreement sets forth exclusively the duties of the NTA Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this NTA Escrow Agreement against the NTA Escrow Agent.

RESIGNATION - SUCCESSOR NTA ESCROW AGENT

The NTA Escrow Agent may resign at any time by giving at least thirty (30) days written notice of such resignation (a “Resignation Notice”) to each of the Purchaser and the Seller. Upon receipt of a Resignation Notice, the Purchaser and the Seller shall jointly designate a first class European banking institution to act as the successor NTA

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Escrow Agent as of the date of resignation specified in the Resignation Notice. If the Purchaser and the Seller are unable to agree upon a successor NTA Escrow Agent within thirty (30) days after receipt of the Resignation Notice, the NTA Escrow Agent shall designate a first class European banking institution to act as its successor upon the request of either the Purchaser or the Seller. The NTA Escrow Agent shall continue to serve until its successor accepts in writing to act as escrow agent hereunder and accepts delivery of the monies then standing to the credit of the NTA Escrow Account.

SUCCESSORS AND ASSIGNS

This NTA Escrow Agreement shall be binding upon and inure to the benefit of the Purchaser and the Seller hereto and their respective successors and assigns. It also shall be binding upon and inure to the benefit of the NTA Escrow Agent and its successors.

10.

NOTICE

10.1

Any notice in connection with this NTA Escrow Agreement (a “Notice”) shall be in writing in English and delivered by hand, courier, fax or registered post.

10.2

Notices to the parties shall be sent to the following addresses, or such other addresses as each party may notify upon 15 Business Days notice to the other parties from time to time:

To the Seller:

____________
_________________
Fax :

Attention:

[With a copy to ]

To the Purchaser:

____________
_________________
Fax :

Attention:
[With a copy to ]

To the NTA Escrow Agent:

____________
_________________
Fax :

Attention:

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

11.

ENTIRE AGREEMENT AND MODIFICATIONS

This NTA Escrow Agreement (together with the Agreement) contains the entire agreement among the parties hereto with respect to the transactions contemplated herein and no representation, promise, inducement or statement of intention relating to the transactions contemplated by this NTA Escrow Agreement has been made by any party which is not set forth in this NTA Escrow Agreement or the Agreement. Except as expressly set forth herein, this NTA Escrow Agreement shall not be modified or amended except by an instrument in writing signed by or on behalf of each of the parties hereto.

12.

GOVERNING LAW AND ARBITRATION

This NTA Escrow Agreement is governed by and construed under French law.

Any disputes which may arise with respect to this NTA Escrow Agreement, including with respect to its validity, interpretation, performance, termination or breach shall be settled in accordance with the provisions of Clause 28 of the Agreement.

Signed , on in four (4) original copies

The Purchaser	The Seller

By :	By :	Xx. Xxxx Xxxxxx
on behalf of : AREVA	on behalf of : ALSTOM HOLDING

	By :
	on behalf of : ALSTOM
The NTA Escrow Agent

By :
on behalf of :_______________________

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 1

	Non-Transferred Activity	NTA Escrow Amount breakdown
[Country 1]
1.1.		€
1.2.		€



[Country 2]
2.1.		€
2.2.		€

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 2

FORM OF THE NTA COMPLETION LETTER

To [NTA Escrow Agent]

[·]

Dear Sir,

We refer to the escrow agreement entered into by , and [·] on [·] (the “NTA Escrow Agreement”) and in particular to Clause 4.1 of the NTA Escrow Agreement. Unless otherwise defined in this letter, capitalised terms shall have the same meaning as those ascribed to them in the NTA Escrow Agreement.

We, [ ], acting in our capacity as [ ] of the Purchaser,

Hereby certify that:

•

this letter is the NTA Completion Letter in respect of the Non-Transferred Activity n° as such number is set forth in Schedule 1 of the NTA Escrow Agreement ;

•

according to the attached Seller’s General Counsel certificate, the transfer of the above-mentioned Non-Transferred Activity to the benefit of the relevant Company in accordance with the Reorganisation Plan has been duly and fully completed (including completion of all applicable legal formalities).

[Name]

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 3

FORM OF SELLER’S GENERAL COUNSEL CERTIFICATE

To [the Purchaser]

[·]

Dear Sir,

I refer to the escrow agreement entered into by , and [·] on [·] (the “NTA Escrow Agreement”) and in particular to Clause 4.1 of the NTA Escrow Agreement. Unless otherwise defined in this letter, capitalised terms shall have the same meaning as those ascribed to them in the NTA Escrow Agreement.

I, [ ], acting in my capacity as General Counsel of the Seller,

Hereby certify that:

•

the transfer of [Non-Transferred T&D Activity]¹ has been duly and fully completed (including completion of all applicable legal formalities), in accordance with the Reorganisation Plan ;

•

this letter is intended to be delivered to the NTA Escrow Agent in accordance with the terms of the NTA Escrow Agreement.

[Name]

Details to identify the relevant Non-Transferred T&D Activity shall be provided for.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4

COMPENSATION

Fees and expenses fixed at Euro ex VAT.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 5

SPECIMEN OF SIGNATURE

Purchaser

Seller

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 1(2)

PRICE ESCROW AGREEMENT

BETWEEN:

ALSTOM HOLDINGS, a French société anonyme with a share capital of Euro 401,500,000 whose registered office is at 00 xxxxxx Xxxxxx, 00000 Xxxxx, registered under number B 347 951 238 RCS Paris, represented by , in his capacity as , duly empowered for the purpose hereof;

and

(hereafter collectively referred to as the “Seller”) acting jointly and severally (“solidairement”);

AND

(hereafter referred to as the “Purchaser”);

AND

(hereafter referred to as the “Price Escrow Agent”).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

WHEREAS:

(A)

(B)

Clause 4 of the Agreement provides for that the Purchase Price (as defined in the Agreement) due by the Purchaser to the Seller shall be determined taking into account, as the case may be, certain post Closing Date adjustments as defined in the Agreement.

(C)

As contemplated in Clause 4.4.2.2 of the Agreement, on the date hereof the Purchaser has placed with the Price Escrow Agent an amount of 50 million Euros representing the Price Escrow Amount (as such term is defined in Agreement), to be held pending final determination of the Purchase Price in accordance with Clause 4.2 of the Agreement and to be released together with accrued interest, in accordance with the terms of this Price Escrow Agreement.

(D)

The Price Escrow Agent is willing to serve as escrow agent upon the terms of this Price Escrow Agreement.

NOW IT IS AGREED AS FOLLOWS:

INTERPRETATION

Unless defined otherwise in this Price Escrow Agreement, capitalised words or expressions shall have the meaning assigned thereto in the Agreement.

A copy of the Agreement has been delivered to the Price Escrow Agent.

APPOINTMENT OF THE PRICE ESCROW AGENT

The Purchaser and the Seller hereby designate and appoint the Price Escrow Agent as escrow agent to act in accordance with the terms of this Price Escrow Agreement, and the Price Escrow Agent hereby agrees to hold, safeguard and release the Price Escrow Amount together with interest accrued on such amount in accordance with Clause 3 below, pursuant to the terms of this Price Escrow Agreement.

DEPOSIT INTO ESCROW

On the date hereof, the Purchaser has delivered to the Price Escrow Agent by means of a wire transfer the Price Escrow Amount the receipt of which is hereby acknowledged. The Price Escrow Agent shall cause the Price Escrow Amount to be deposited in an account (the “Price Escrow Account”). The Purchaser and the Seller hereby instruct the Price Escrow Agent to invest one hundred per cent (100%) of the Price Escrow Amount

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

in the mutual fund CAM Trésorerie 6 months which will be credited in a security account opened in the name of both the Seller and the Purchaser.

RELEASE FROM ESCROW

The Price Escrow Amount shall be released by the Price Escrow Agent from the Price Escrow Account in accordance with the following provisions:

4.1.

Anticipated Partial Release

4.1.1

In accordance with the provisions of Clause 4.2.2 of the Agreement, the Seller and the Purchaser shall jointly deliver to the Price Escrow Agent, the Release Payment Letter in the form attached as Schedule 1 hereto, within [5] days of the delivery by the Seller of the Closing Net Financial Debt Statement.

4.1.2

If the Release Payment Letter is delivered to the Price Escrow Agent in accordance with Clause 4.1.1 above, the Price Escrow Agent shall release from the monies standing to the credit of the Price Escrow Account, in favour of the Seller, the amount corresponding to the Release Payment referred to in the Release Payment Letter, together with any interest accrued on such amount in accordance with Clause 3 above, within five (5) Business Days from the receipt of the Release Payment Letter; the balance of the Price Escrow Amount after such Release Payment shall be hereafter referred to as the “Outstanding Price Escrow Amount”.

4.2.

“Determination Letter” and “Expert Determination Letter”

4.2.1

In accordance with the provisions of Clause 4.2.12 of the Agreement, the Seller and the Purchaser shall jointly deliver to the Price Escrow Agent the Determination Letter in the form attached as Schedule 2 to this Price Escrow Agreement.

4.2.2

In accordance with the provisions of Clause 4.2.13 of the Agreement, should the Seller and the Purchaser fail to agree on the Determination Letter, the Expert Accountant appointed pursuant to the Agreement shall deliver to the Price Escrow Agent, the letter in the form attached hereto as Schedule 3 to this Price Escrow Agreement (the “Expert Determination Letter”). The Expert Determination Letter may be replaced by a letter containing the same information sent jointly by the parties to the Price Escrow Agent (such letter, although signed by the Seller and the Purchaser, being referred to as an Expert Determination Letter for the purpose of this Price Escrow Agreement).

4.2.3

If neither the Determination Letter nor the Expert Determination Letter are delivered to the Price Escrow Agent as set out above for any reason, Clause 4.3.3 will apply.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

4.3.

Release

4.3.1

If the Determination Letter is delivered to the Price Escrow Agent in accordance with Clause 4.2.1 above, the Price Escrow Agent shall release the Outstanding Price Escrow Amount, in favour of the Seller and/or the Purchaser, for such amounts as shall be respectively referred to in the Determination Letter, together with any interest accrued on the relevant amounts in accordance with Clause 3 above, within five (5) Business Days from the receipt of the Determination Letter.

4.3.2

If no Determination Letter is delivered, but the Expert Determination Letter is delivered in accordance with Clause 4.2.2 above, the Price Escrow Agent shall, within five (5) Business Days from the receipt of the Expert Determination Letter, pay the Outstanding Price Escrow Amount, in each case, together with any interest accrued on the relevant amount in accordance with Clause 3 above, as follows :

(i)

if pursuant to the Expert Determination Letter the Differential is negative or equal to zero Euro, to the Seller an amount equal to the Outstanding Price Escrow Amount;

(ii)

if pursuant to the Expert Determination Letter the Differential is positive and comprised between zero Euro and the Outstanding Price Escrow Amount:

(aa)

to the Seller, an amount equal to the difference between the Outstanding Price Escrow Amount and the Differential and

(bb)

to the Purchaser an amount equal to the Differential;

(iii)

if pursuant to the Expert Determination Letter the Differential is positive and equal to or greater than the amount of the Outstanding Price Escrow Amount, to the Purchaser an amount equal to the Outstanding Price Escrow Amount.

4.3.3

If neither the Determination Letter nor the Expert Determination Letter have been delivered to the Price Escrow Agentin accordance with Clause 4.2 hereto, the Price Escrow Agent shall continue to hold the Price Escrow Amount and will release the same in accordance with Clauses 4.3.1 or 4.3.2, within five (5) Business Days from the receipt of the first of (i) the Determination Letter (or other joint instructions) from the Seller and the Purchaser or (ii) the Expert Determination Letter or (iii) a copy of the Final Determination certified as such by either the Purchaser or the Seller. For the purpose of this Clause, “Final Determination” shall mean a final decision of an arbitral tribunal appointed in accordance with Clause 29 of the Agreement relating to a claim made under such Agreement.

4.4

Payments

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

All payments under this Price Escrow Agreement shall be made by bank transfer and in immediately available funds to such accounts of the Purchaser and/or the Seller, as the case may be, as each of them gives notice of in writing to the Price Escrow Agent in accordance with Clause 10, such notice being given within three (3) Business Days from the determination of the Release Payment in respect of the payment to be made pursuant to Clause 4.1 and from the final determination of the Differential in respect of the payment(s) to be made under Clause 4.3.

FEES AND EXPENSES OF THE PRICE ESCROW AGENT

The Price Escrow Agent shall be entitled to the fees set forth on Schedule 4 hereto for its services hereunder. Such amount is payable on a lump sum basis and includes any fees and expenses incurred or to be incurred by the Price Escrow Agent in connection herewith. Such amount is payable on the date hereof and shall be borne as to one half by the Purchaser and as to one half by the Seller. The payment obligations of the Purchaser and the Seller to the Price Escrow Agent set forth in this Clause 5 shall survive any termination of this Price Escrow Agreement.

TERMINATION

6.1.

This Price Escrow Agreement shall terminate upon the earlier to occur of:

6.1.1

the receipt by the Price Escrow Agent of a written notice executed by both the Purchaser and the Seller directing such termination; or

6.1.2

the release of all of the monies standing to the credit of the Price Escrow Account having been paid to the Purchaser and/or the Seller in accordance with the terms of this Price Escrow Agreement.

6.2.

In the event that this Price Escrow Agreement is terminated pursuant to Clause 6.1.1, the Price Escrow Agent shall promptly pay any monies standing to the credit of the Price Escrow Account, as may be directed in writing by the Purchaser and the Seller jointly.

LIMITATION ON DUTIES OF THE PRICE ESCROW AGENT

In order to induce the Price Escrow Agent to act as Price Escrow Agent hereunder, the Purchaser and the Seller agree that:

7.1

the Price Escrow Agent may act in reliance upon any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties, and, accordingly, the Price Escrow Agent:

(i)

shall incur no liability for, or in respect of, any action taken, or omitted to be taken, by it in such reliance; and

(ii)

shall be held harmless from anything suffered by it in such reliance;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

7.2

the Price Escrow Agent shall be under no duty or obligation to take any legal action in connection with this Price Escrow Agreement or to enforce, through the institution of legal proceeding or otherwise, any of its rights as Price Escrow Agent hereunder or any rights of any other party hereto pursuant to this Price Escrow Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve it in any cost, expense, loss or liability unless required to by the Seller and/or the Purchaser in which case the Price Escrow Agent shall be fully indemnified by the Purchaser (if action is required by the Purchaser) or the Seller (if action is required by the Seller) or the Purchaser and the Seller in accordance with the terms they agreed (if action is required by the Purchaser and the Seller) against such cost, expense, loss or liability;

7.3

the Price Escrow Agent and each of its officers, directors and employees may engage or be interested in any financial or other transaction with the Purchaser or the Seller as freely as if it were not the Price Escrow Agent hereunder;

7.4

the Price Escrow Agent shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct, or negligence; and

7.5

this Price Escrow Agreement sets forth exclusively the duties of the Price Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Price Escrow Agreement against the Price Escrow Agent.

RESIGNATION - SUCCESSOR PRICE ESCROW AGENT

The Price Escrow Agent may resign at any time by giving at least thirty (30) days written notice of such resignation (a “Resignation Notice”) to each of the Purchaser and the Seller. Upon receipt of a Resignation Notice, the Purchaser and the Seller shall jointly designate a first class European banking institution to act as the successor Price Escrow Agent as of the date of resignation specified in the Resignation Notice. If the Purchaser and the Seller are unable to agree upon a successor Price Escrow Agent within thirty (30) days after receipt of the Resignation Notice, the Price Escrow Agent shall designate a first class European banking institution to act as its successor upon the request of either the Purchaser or the Seller. The Price Escrow Agent shall continue to serve until its successor accepts in writing to act as escrow agent hereunder and accepts delivery of the monies then standing to the credit of the Price Escrow Account.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SUCCESSORS AND ASSIGNS

This Price Escrow Agreement shall be binding upon and inure to the benefit of the Purchaser and the Seller hereto and their respective successors and assigns. It also shall be binding upon and inure to the benefit of the Price Escrow Agent and its successors.

10.

NOTICE

10.1

Any notice in connection with this Agreement (a “Notice”) shall be in writing in English and delivered by hand, courier, fax or registered post.

10.2

Notices to the parties shall be sent to the following addresses, or such other addresses as each party may notify upon 15 Business Days notice to the other parties from time to time:

To the Seller:

___________

__________________

Fax :

Attention:

[With a copy to ]

To the Purchaser:

________

_____________

Fax :

Attention:

[With a copy to ]

To the Price Escrow Agent:

_________

_______________

Fax :

Attention:

11.

ENTIRE AGREEMENT AND MODIFICATIONS

This Price Escrow Agreement (together with the Agreement) contains the entire agreement among the parties hereto with respect to the transactions contemplated herein and no representation, promise, inducement or statement of intention relating to the transactions contemplated by this Price Escrow Agreement has been made by any party which is not set forth in this Price Escrow Agreement or the Agreement. Except as expressly set forth herein, this Price Escrow Agreement shall not be modified or amended except by an instrument in writing signed by or on behalf of each of the parties hereto.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

12.

GOVERNING LAW AND ARBITRATION

This Price Escrow Agreement is governed by and construed under French law.

Any disputes which may arise with respect to this Price Escrow Agreement, including with respect to its validity, interpretation, performance, termination or breach shall be settled in accordance with the provisions of Clause 28 of the Agreement.

Signed , on in four (4) original copies

The Purchaser	The Seller

By :	By :	Xx. Xxxx Xxxxxx
on behalf of : AREVA	on behalf of : ALSTOM HOLDING

	By :
	on behalf of : ALSTOM

The Price Escrow Agent

By :
on behalf of:

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 1

RELEASE PAYMENT LETTER

To [Price Escrow Agent]

[·]

Dear Sir,

We refer to the escrow agreement entered into by , and [·] on [·] (the “Price Escrow Agreement”) and in particular to Clause 4 of the Price Escrow Agreement. Unless otherwise defined in this letter, capitalised terms shall have the same meaning as those ascribed to them in the Price Escrow Agreement.

The undersigned who are duly authorised certify that:

(i)

this letter is the Release Payment Letter;

(ii)

the amount to be remitted to the Seller (not taking into account the interest of the escrow account provided for under Clause 3 of the Price Escrow Agreement) is [·];


[·]		[·]

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 2

DETERMINATION LETTER

To [Price Escrow Agent]

[·]

Dear Sir,

The undersigned who are duly authorised certify that:

(i)

this letter is the Determination Letter;

(ii)

the amount to be remitted to the Seller (not taking into account the interest of the escrow account provided for under Clause 3 of the Price Escrow Agreement) is [·];

(iii)

the amount to be remitted to the Purchaser (not taking into account the interest of the escrow account provided for under Clause 3 of the Price Escrow Agreement) is [·].


[·]		[·]

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 3

EXPERT DETERMINATION LETTER

To [Price Escrow Agent]

[·]

Dear Sir,

The undersigned certifies that:

(i)

this letter is the Expert Determination Letter¹;

(ii)

the Differential is [·] [specify whether the amount is positive or negative]; and

the undersigned is the Expert Accountant appointed pursuant to the Agreement².

Expert Accountant³

[·]

To be crossed out if this letter is sent in accordance with the last sentence of Clause 4.2.2 of the Price Escrow Agreement.

To be replaced by “the undersigned have signed this letter pursuant to the last sentence of Clause 4.2.2 of the Price Escrow Agreement”.

To be replaced by names of the Seller and the Purchaser, if this letter is sent in accordance with the last sentence of Clause 4.2.2 of the Price Escrow Agreement.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4

COMPENSATION

Fees and expenses fixed at Euro ex VAT.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 5

SPECIMEN OF SIGNATURE

Purchaser

Seller

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 3.2 (1)

List of jurisdictions where the Reorganisation shall be completed on the Closing Date

•

Australia

•

Brazil

•

Canada

•

France

•

Germany

•

Mexico

•

New Zeeland

•

Switzerland

•

Turkey

•

United Kingdom

•

Unites States of America

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 3.2 (2)

DESCRIPTION OF THE T&D BUSINESS

HIGH VOLTAGE SWITCHGEAR BUSINESS (“HVB”)

HVB delivers High Voltage (“HV”) switchgear and instrument transformers to utilities and industrial customers as weil as engineering companies for installation in HV systems.

HV products are used in transmission systems at voltages from 66 kV to more than 800 kV and 1 are built into HV substations.

HVB has three product lines:

1.1

Air Insulated Switchgear (“AIS”)

This product line groups switchgear where the insulation between live parts is air. It divides into four product families.

•

Circuit breakers with SF6 interrupting xxxxxxxx, mainly used to clear faults (two main techniques: live tank and dead tank breakers)

•

Disconnect switches: devices that can isolate a circuit

•

Surge arresters used to stop excessive overvoltages (eg. lightning)

•

Generator circuit breakers: specialised circuit breakers used in power plants to protect valuable generators and transformers

1.2

Gas Insulated Switchgear and equipment (“GIS”)

GIS groups products where the insulation between contacts, live parts and ground is SF6 gas. This means that insulating distances can be drastically reduced. The result is that substations using GIS technology require very litlle space, i.e. a quarter compared with AIS technologies, and can even be housed in buildings or underground. This is a key advantage where land is scarce or expensive.

GIS has three product lines: GIS switchgear, gas insulated transmission lines and an innovative range of hybrid products combining GIS and AIS technology (OPTI range).

1.3

Instrument transformers (“IT”)

The IT offering divides into three product families:

•

Instrument transformers, used to measure the current and/or voltage on circuits, notably for protection and metering purposes.

•

Air core reactor used for filtering, current limiting or compensation applications

•

Line traps used to prevent transmission of carrier signals in unwanted directions for

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

teleprotection applications

MEDIUM VOLTAGE SWITCHGEAR BUSINESSES (“MVB”)

MVB manufactures and delivers switchgear components in the range 0.3 kV to 52 kV, which can be integrated into Medium Voltage (“MV”) substations.

MVB is organised around four activities:

2.1

Medium Voltage components

•

The MV components offer a range of indoor and outdoor components such as

•

Indoor and outdoor gas and vacuum circuit breakers

•

Gas and vacuum contractors from 5 kV to 36 kV

•

Indoor and outdoor disconnectors and load break switches

•

Surge arresters, fuses and fault detectors

These components are either supplied to other MV activities or sold directly to the market.

2.2

Medium Voltage Switchboards

The MV switchboards activity manufactures gas and air insulated panels for indoor and outdoor application as well as prefabricated MV substations. ln addition to utility and industry power distribution solutions this activity also offers a range of switchgear for applications e.g.

•

Railway trackside equipment

•

Marine equipment

•

Wind energy power distribution

•

Off-shore platforms electrical equipment

2.3

Low Voltage Switchboards

The Low Voltage (“LV”) switchboards activity is composed of customer-engineered LV power switchboards and motor control centres mainly for the industrial and oil and gas segment. The LV offer also includes intelligent electronic motor control devices (Gemstart).

2.4

Distribution transformers

The distribution transformer activity manufactures

•

Wide range of standard & special application distribution transformers in liquid filled and drv-type up to 20 MVA, 36 kV voltage class.

•

MV instrument transformers.

Complete range of products are available to external and internal customers and ideally suited for system integration and packaged offerings.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

POWER TRANSFORMERS BUSINESS (“PTB”)

PTB designs and manufactures different types of power transformers ranging from 10 MVA up to 2,000 MVA and up to 800 kV rating.

PTB offers five main types of transformers:

PTB transformers		Product range
Conventional generation and transmission transformers for power plants and networks		Transformers and autotransformers

Special transformers for networks		HVDC transformers, phase shifters, quad boosters

Reactors		Serial and compensation reactors

Special transformers for industry		Rectifiers and arc furnaces

Traction transformers		Traction transformers

Complementing this range of transformers, T&D proposes a remote monitoring system either through the substation control system or directly to any laptop by modem.

TRANSMISSION PROJECTS BUSINESS (“TPB”)

TPB offers complete engineering, design and project management capabilities for HV turnkey systems (up to 800 kV) for both utility and industrial customers. The heart of the business is the design and erection of HV substations, largely using T&D’s in-house supply of switchgear, transformers and protection and control equipment although there is no systematic exclusivity for T&D’s equipment.

The TPB offer serves three market segments:

TPB segments		Description
HV AIS and GIS substations		Providing customised or standardised turnkey projects, refurbishment, extension or modernisation

Power Electronics		Including power quality and rectifier equipment such as : High voltage Direct Current (HVDC) Converter stations Static var Compensators (SVC) STATCOM High Current DC rectifiers

Overhead Transmission Lines

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

ELECTRICAL DISTRIBUTION SYSTEMS BUSINESS (“EDS”)

EDS designs and installs electrical distribution systems and turnkey projects to distribution utilities, infrastructure owners and industrial customers. The EDS portfolio also includes distributed generation plants, renewable energy plants and exit substation of power plants.

The EDS offer serves three market segments:

EDS segments		Description
Utility, power plant and distribution systems		• New and Replacement substations, expansion, automation or enhanced reliability of electrical distribution networks

Industrial distribution systems		• Client externalised design and project management for power and asset projects

Distributed generation		Turnkey projects for plant and grid connection of small generation assets (<20 MW)

Public and mass Transport Electrification Systems		New and replacement AC-DC trackside substations, with associated automation Systems.

The offer is predominantly based on T&D medium Voltage products and also integrates the operation and maintenance of the electrical installation through TDS, providing long term support of electrical installations to T&D’s customers.

ENERGY AUTOMATION AND INFORMATION SYSTEMS BUSINESS (“EAI”)

EAI is the result of the merger in April 2002 of two existing ALSTOM T&D Businesses: Protection and Control (range of relay protections, control and measurement systems) and Energy Management and Markets (range of SCADA systems, energy management software, market management solutions, data communication products and application services).

EAI supplies products, systems and services and provides the same integrated offer to all geographical markets.

EAI core competencies are:

•

Design, development and promotion of real-time modular software packages

•

Design, manufacturing and promotion of Automation & Control products

•

Supply and integration of Automation & Information systems, including solutions for the power transmission and distribution market.

EAl’s offer is composed of three activities (substation automation & control systems, network

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

management systems, market management systems, sold under five main brands:

•

eTerra, a comprehensive suite of energy & market management software

•

Pacis, a comprehensive range of numerical, digital and conventional substation automation systems

•

Micom, a comprehensive suite of HV/HMMV protection relays

•

Bitronics, a comprehensive range of electrical measurement devices

•

DataComm, a comprehensive range of telecommunication products and systems

TRANSMISSION AND DISTRIBUTION SERVICES BUSINESS (“TDS”)

TDS covers consulting, repair, maintenance, training and support activities (excluding EAI) provided to customers for their electrical infrastructure during their life cycle.

TDS offers service support to manage electrical infrastructure in a secure and efficient manner throughout its life cycle through the following three main activities:

7.1

Product services

The product services relate to products sold by other T&D businesses.

TDS Product Services

TV & MV product services

Transforming services

Training

7.2

Network consulting

The network consulting activity provides expertise and evaluation to network operators in the following areas:

•

Strategie network planning: including grid expansion, reinforcement, and redesign as well as stability studies and interconnection impact evaluation

•

Power system incidence analysis

•

Network performance planning including power quality studies

•

Audits of grids and lines, equipment benchmarking

7.3

Field services

This activity includes the traditional business of erection, commissioning and maintaining electrical network infrastructure, and also addresses the emerging network operator outsourcing market.

The field services activity provides services in three domains detailed below:

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

TDS Field Services

Substation services

Utility network services

Industry network services

ln Australia and New-Zealand, a significant part of TDS is not pure T&D but telecommunication services (20% in Australia and 30% in New-Zealand).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 3.2 (2) (II)

LIST OF LEGAL ENTITIES AND BUSINESS UNITS

COUNTRY	SHARE DEAL	ASSET DEAL (Including Carat Numbers)	AUTOMATIC TRANSFER OF SHARES	PEOPLE (NON EXHAUSTIVE)
Argentina		ALSTOM Argentina SA (3005, Z3006)

Australia		ALSTOM Australia Ltd (3810)

Austria	ALSTOM Austria which holds SLIVER MACHINES (Czech Rep) (20%)

Belgium		ALSTOM T&D Belgium (3034)

Belgium		ALSTOM Belgium (3025, 3026)

Brazil		ALSTOM Elec S/A (3824, 4549)

Brazil		ALSTOM Brazil Ltda (3039, 3040, 3041, 3042, 3043, 3044, 3046)

Canada		ALSTOM Canada Inc.(3056, 3057, 3060, 4525, 4539)

Chile		ALSTOM Chile SA (3694)

China				ALSTOM (China) Investment Co. Ltd

China	ALSTOM Shangai Transformer Co., Ltd (52%)

China	ALSTOM T&D Limited (100%)

China	ALSTOM T&D Shanghai Power Automation Co., Ltd (59%)

China	ALSTOM T&D Suzhou High Voltage Switchgear Co., Ltd (80%)

China	ALSTOM T&D (Beijing) Switchgear Co. Ltd (100%)

China	SUZHOU ALSTOM T&D Switchgear Limited (58%)

Colombia	ALSTOM T&D S.A.

Czech Republic				ALSTOM Czech s.r.o

Egypt*	ALSTOM Egypt SAE

Estonia				ALSTOM Estonia AS

Finland				ALSTOM Finland Oy

France	ALSTOM Parafoudres SA

France	ALSTOM T&D Equipements Basse Tension SA

France	ALSTOM T&D Protection & Contrôle

France	ALSTOM T&D SA

France	ALSTOM T&D Transformateurs de Mesure SA

France	COGELEX ALSTHOM (48%)

France	LABORATOIRE OSKMAN SERAPHIN

France	T&D Holding Etranger

Germany	ALSTOM Energietechnik GmbH

Germany	ALSTOM Sachsenwerk GmbH

Germany	ALSTOM Schorch Transformatoren GmbH which holds Schorch Alterversorgung Gmbh

Germany	ALSTOM Vakuumschalttechnik GmbH

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

COUNTRY	SHARE DEAL	ASSET DEAL (Including Carat Numbers)	AUTOMATIC TRANSFER OF SHARES	PEOPLE (NON EXHAUSTIVE)
Greece*	ALSTOM Hellas AE which holds DATA SERVICE CENTER LTD

Hungary	ALSTOM Hungaria Kft.

India	ALSTOM Instrument Transformers Private Ltd

India		ALSTOM Ltd (3267, 3269, 3271, 3273, 3657, 3658, 3659, 3660)

India		ALSTOM Projects India Ltd (3274, 3818) which holds ALSTOM T&D Lightning Arresters Private Limited (74%)

Indonesia	PT ALSTOM Distribution

Indonesia	PT ALSTOM Transmission

Indonesia	PT UNINDO (67,65%)

Iran	PARS SWITCH (0,02%)

Iran				ALSTOM Khadamat

Ireland				ALSTOM Ireland Ltd

Italy	ALSTOM Italy S.p.A.

Italy	ALSTOM FIR S.p.a.

Italy	ALSTOM T&D S.p.A which holds 0,11% of CESI S.p.A

Italy				ALSTOM S.p.A.

Japan		ALSTOM K.K. (5167)

Korea				ALSTOM Korea Ltd

Latvia				ALSTOM Latvia Ltd

Lithuania				ALSTOM Lietuva Ltd

Malaysia			ALSTOM Malaysia Sdn. Bhd. by ALSTOM T&D Pte Ltd

Malaysia			LCM Switchgear Sdn Bhd by Long & Xxxxxxxx Ltd (30,00%)

Malta	MEDELEC SWITCHGEAR LTD (26%)

Mexico	ALSTOM T&D SA de CV which holds TUXPAN T&D SA de CV (33%) + SUBESTACIONES 410 (33,33%)

Morocco				ALSTOM Maroc SA

Netherlands	ALSTOM Netherlands B.V.

New Zealand		ALSTOM New Zealand Ltd (3318) which holds OPTIMAL LTD (50%)

Norway	ALSTOM T&D AS

Pakistan	ALSTOM Pakistan Private Limited (80%)

Panama				ALSTOM Panama SA

Poland	ALSTOM T&D S.A.

Poland				ALSTOM Power Sp zoo

Portugal				ALSTOM Portugal Sa

Russia			ALSTOM Sverdlovsky Electromechanical Plant (93,92%) by ALSTOM Sachsenwerk GmbH

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

COUNTRY	SHARE DEAL	ASSET DEAL (Including Carat Numbers)	AUTOMATIC TRANSFER OF SHARES	PEOPLE (NON EXHAUSTIVE)
Singapore	ALSTOM T&D Pte Ltd

Slovakia	ALSTOM T&D, Spol s.r.o

South Africa	ALSTOM SA (Pty) Limited (5%)

Spain	ALSTOM T&D, S.A.

Sweden				ALSTOM Power Sweden AB

Sweden	ALSTOM T&D AB

Switzerland		ALSTOM Switzerland Ltd (3373, 3374, 3375, 3377, 4524, 4538)

Thaïland	ALSTOM T&D Ltd

Tunisia	ALSTOM T&D Etudes Techniques

Turkey*	ALSTOM Elektrik Endustrisi A.S which holds CEM Elektrik Sarrayi ve Ticarev and 26% of ELTEM Tek Elektrik

United Arabian Emirates			ALSTOM T&D Middle East FZE

U.K.	ALSTOM T&D Distribution Switchgear Limited

U.K.	ALSTOM T&D Power Electronic Systems Limited

U.K.	LONG & XXXXXXXX LIMITED

U.K.	ALSTOM T&D HVDC India Ltd

U.K.	ALSTOM T&D Power Electronics International Ltd

U.K.	ALSTOM T&D SPR International Limited

U.K.	ALSTOM T&D Systems Ltd

U.K.	GEC ALSTHOM Switchgear Ltd (?)

U.K.		ALSTOM Ltd (3409, 3413, 3414, 3415, 3416, 3417, 3418, 3525, 3700, 4520, 4529, 4536, 4548, 4819, 5134, 5154, Z3411, Z3434, 5150)

U.S.A.		ALSTOM T&D Inc. (3485, 3486, 3487, 3792, 4462, 4511, 4523)

U.S.A.		ALSTOM T&D Energy Automation & Information Corp. (3481, 4821)

Venezuela	ALSTOM T&D Venezuela, SA

Internal asset deal prior to the sale of shares

Greece: extract Power activity

Turkey: extract Power activity

Egypt: extract Power and Transport activities

(?):

Decision to be taken between sale of shares or of assets

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 3.2 (2) (III)

T&D ENTITIES AFTER REORGANISATION

COUNTRY		ENTITIES
Argentina		Newco Argentina

Australia		Newco Australia

Austria		ALSTOM Austria AG which holds SLIVER MACHINES (Czech Rep) (20%)

Belgium		Newco 1 Belgium

Belgium		Newco 2 Belgium

Brazil		Newco Brazil

Canada		Newco Canada

Chile		Newco Chile

China		ALSTOM Shangai Transformer Co., Ltd (52%)

China		ALSTOM T&D Limited (100%)

China		ALSTOM T&D Shanghai Power Automation Co., Ltd (59%)

China		ALSTOM T&D Suzhou High Voltage Switchgear Co., Ltd (80%)

China		ALSTOM T&D (Beijing) Switchgear Co. Ltd (100%)

China		SUZHOU ALSTOM T&D Switchgear Limited (58%)

Colombia		ALSTOM T&D S.A. Colombia

Czech Republic		Representative Office

Egypt		Newco Egypt

Egypt		ALSTOM Egypt SAE

Finland		Representative Office

France		T&D HOLDING ETRANGER

France		ALSTOM Parafoudres SA

France		ALSTOM T&D Equipements Basse Tension SA

France		ALSTOM T&D Protection & Contrôle

France		ALSTOM T&D SA

France		ALSTOM T&D Transformateurs de Mesure SA

France		COGELEX ALSTHOM (96%)

France		LABORATOIRE OSKMAN SERAPHIN

Germany		Newco Germany

Germany		ALSTOM Energietechnik GmbH

Germany		ALSTOM Sachsenwerk GmbH

Germany		ALSTOM Schorch Transformatoren GmbH which holds Schorch Alterversorgung Gmbh

Germany		ALSTOM Vakuumschalttechnik GmbH

Greece		ALSTOM Hellas AE which holdst DATA SERVICE CENTER LTD

Hungary		ALSTOM Hungaria Kft.

India		Newco India

India		ALSTOM Instrument Transformers Private Ltd

India		ALSTOM T&D Lightning Arresters Private Limited (74 %)

Indonesia		PT ALSTOM Distribution

Indonesia		PT ALSTOM Transmission

Indonesia		PT UNINDO (67,65%)

Iran		PARS SWITCH (0,02%)

Iran		Branch Office

Ireland		Representative Office

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

COUNTRY		ENTITIES
Italy		ALSTOM Italy S.p.A.

Italy		ALSTOM FIR S.p.a.

Italy		ALSTOM T&D S.p.A which holds 0,11% of CESI S.p.A

Japan		Newco Japan

Korea		Representative Office

Latvia		Representative Office

Lithuania		Representative Office

Malaysia		ALSTOM Malaysia Sdn. Bhd

Malaysia		LCM SWITCHGEAR MANUFACTURING SDN BHD (30%)

Malta		MEDELEC SWITCHGEAR LTD (26%)

Mexico		ALSTOM T&D SA de CV which holds TUXPAN T&D SA de CV (33%) + SUBESTACIONES 410 (33,33%)

Morocco		Representative Office

Netherlands		ALSTOM Netherlands BV

New Zealand		Newco New Zealand

New Zealand		OPTIMAL LTD (50%)

Norway		ALSTOM T&D AS

Pakistan		ALSTOM Pakistan Private Limited (80%)

Panama		Alstom T&D SA Panama Branch

Poland		ALSTOM T&D S.A

Portugal		Representative Office

Russia		ALSTOM Sverdlovsky Electromechanical Plant (98,3 %)

Singapore		ALSTOM T&D Pte Ltd

Slovakia		ALSTOM T&D, Spol s.r.o

South Africa		ALSTOM SA (Pty) Limited (5%)

Spain		ALSTOM T&D, S.A.

Sweden		ALSTOM T&D AB

Switzerland		Alstom T&D AG

Thaïland		ALSTOM T&D Ltd (49%)

Tunisia		ALSTOM T&D Etudes Techniques

Turkey		ALSTOM Elektrik Endustrisi A.S which holds CEM Elektrik Sarrayi ve Ticarev and 26% of ELTEM Tek Elektrik

United Arabian Emirates		ALSTOM T&D Middle East FZE

U.K.		ALSTOM T&D Distribution Switchgear Limited

U.K.		ALSTOM T&D Power Electronic Systems Limited

U.K.		LONG & XXXXXXXX LIMITED

U.K.		ALSTOM T&D HVDC India Ltd

U.K.		ALSTOM T&D Power Electronics International Ltd

U.K.		ALSTOM T&D SPR International Limited

U.K.		ALSTOM T&D Systems Ltd

U.K.		GEC ALSTHOM Switchgear Ltd (?)

U.S.A.		Newco USA

Venezuela		ALSTOM T&D Venezuela, SA

NB : This list does not list all T&D branches or representation offices to be opened.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 3.3 (1)

List of Excluded Assets

1) Sites

Within juridiction

Within legal entity

Within Business Unit (Carat Unit)

Excluded Assets

Belgium

Services Techniques Xxxxxxx XX

0000 - XXX XXX Xxxxx Xxxxxxx

Liege (Beyne-Heusay) site

(land and buildings)

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 3.3 (2)

LIST OF EXCLUDED LIABILITIES

•

Bonds related to the T&D Activities contracted by the Seller’s Group or any of its Affiliated Companies (other than the Entities carrying out the T&D Activities) which have become an Expired Bond during the period ending six months prior to the Closing Date.

•

The following Forex Contracts :

(a)

any Forex Contract which has not been entered into by the Seller or any of its Affiliated Companies for the purpose of hedging existing commercial contracts or potential commercial contracts subject to tender offers related to the T&D Activities;

(b)

any Forex Contract (including T&D Forex Contract) which is an Option Contract;

(c)

any Forex Contract entered into directly by any Entity carrying out T&D Activities with a third party such as a financial institution.

•

Any environmental liability arising in connection with the Beyne-Heusay site whose origin is prior to the Closing Date.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 3.4

List of Legal Entities not consolidated in the accounts, but included in the perimeter*:

*Within juridiction*				*Name of the Legal Entity*
France				GIE Cogelex
Germany				Schorch Altersversorgung GmbH
Italy				CESI Spa
Mexico				Subestaciones 000 XX xx XX
Xxxxxx				Tuxpan T&D SA de CV
New Zealand				Optimal Ltd
Switzerland				Alstom Pensionskasse
U.K.				Alstom T&D Distribution Switchgear
U.K.				Alstom T&D Power Electronics Int. Ltd
U.K.				Alstom T&D Systems Ltd
U.K.				Alstom HVDC India Ltd
U.K.				Long & Xxxxxxxx Ltd
U.K.				Alstom T&D Power Electronics
U.K.				Alstom T&D SPR Intern. Ltd

For these legal entities, Seller shall make T&D furnish last available company accounts & shareholding details before Closing

List of Legal Entities not consolidated in the accounts, included in the perimeter unless Purchaser decides otherwise*:

U.K.		GEC Alstom Switchgear Ltd		holding carrying a participation in a Malta based entity.
				holding needs to be reestablished pre closing or participation transferred to another entity.

For these legal entities, Seller shall make T&D furnish last available company accounts & shareholding details before Closing

List of specific agreements to establish pre-closing to enable Purchaser to capture whole perimeter.

Within juridiction

Entity

Carat unit

Action required

U.K.

Alstom Ltd

5154 - ART Research & Technology C.

establish transition agreement to maintain a level of activity

of 0,75 million € per annum during two years with non T&D Alstom units.

List of carat units which T&D is in the process of extinguishing, with balance sheet targeted at ZERO by Closing.

*Within juridiction*	*Within legal entity*	*Business Unit (Carat Unit)*
France	Alstom T&D SA	Z4551 - TDS FSL Service Levallois
Germany	Alstom Energietechnik GmbH	Z3651 - TDS DNF NetworkService F.
Germany	Alstom Energietechnik GmbH	Z4527 - TDS DTD TP Service Dresden
Germany	Alstom Xxxxxxxxxxxxxx XxxX	X0000 - XXX XXX Xxxxxxx Xxxxxxxxx
Xxxxx	Alstom T&D Spa	Z3291 - HVB RMO Monza
Italy	Alstom T&D Spa	3289 - EAI PCZ Monza ( Z)
Switzerland	Alstom (Switzerland) Ltd	Z4538 - TDS HMO Service Oberentf.
U.K.	Alstom Ltd	Z3411 - HVB RME Hixon
U.K.	Alstom Ltd	Z3434 - MVB VSL Vacuum E.
U.K.	Alstom Ltd	Z4520 - TDS GHS Services Stafford
U.K.	Alstom Ltd	Z4529 - TDS GTT TP Service Stafford
U.K.	Alstom Ltd	Z4536 - TDS GMM MV Services Man.

List of Juridictions referred in Clause 3,4,5 of the Agreement**

Argentina	Iran	Poland
Austria	Ireland	Portugal
Belgium***	Japan	Russia
Canada	Korea	Slovakia
Chile	Latvia	South Africa
Colombia	Lithuania	Spain
Czech Republic	Malaysia	Sweden
Egypt	Malta	Thailand
Estonia	Morocco	Tunisia
Finland	Netherlands	Turkey
Greece	Norway	U.A.E.
Hungary	Pakistan	Venezuela
Indonesia	Panama

Countries in bold are Category A in the reorganization plan.

***

Activities conducted on the site of Beyne-Heusay are already confirmed to be included in T&D Activities

Page 1

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4.2.(1)

ACCOUNTING PRINCIPLES/COMBINATION METHOD

Scope of the Closing Accounts

At Reference Date the scope of the Closing Accounts will include all legal entities and Business Units carrying out T&D activities as defined in the Schedule 3.2. (2) appendiced to the Sale & Purchase Agreement (SPA) being negotiated between ALSTOM and AREVA (including the Non Transferred Activities).

Methods of Combination / Consolidation

a) Legal entities owned by NEWCO will be consolidated

b) Legal entities subsidiaries of a) will be consolidated

c) Legal entities owned by ALSTOM whose acquisition by NEWCO or AREVA will take place after the Reference Date, will be combined

d) Legal entities subsidiaries of c), will be consolidated within c)

e) Business Units part of other legal entities owned by ALSTOM or any other non T&D ALSTOM group companies whose carve out and acquisition by NEWCO will take place after Reference Date, will be combined

f) Legal entities and Business Units to be acquired by AREVA before the Closing will be combined.

Investments over which ALSTOM, AREVA and/or NEWCO have direct or indirect control of more than 50% of the outstanding voting shares, or over which it exercises effective control, are fully combined or consolidated. Control exists where ALSTOM, AREVA and/or NEWCO has the power, directly or indirectly, to govern an entreprise and notably the financial and operating policies so as to obtain benefits from its activities.

Joint ventures in companies in which ALSTOM, AREVA and/or NEWCO has joint control are combined or consolidated by the proportionate method with ALSTOM, AREVA and/or NEWCO’s share of joint ventures’ results, assets and liabilities recorded in the Closing Accounts

Investments in which ALSTOM, AREVA and/or NEWCO have an equity interest of 20% to 50% and over which ALSTOM, AREVA and/or NEWCO exercise significant influence, but not control, are accounted for under the equity method in the Closing Accounts when material, otherwise they are kept at book value.

Results of operations of legal entities and Business Units included in the scope of the Closing Accounts have to be recognised in the Closing Accounts as if they had been acquired on the opening of the period of the Closing Accounts, namely April 1, 2003.

Intercompany balances within the combined/consolidated scope are eliminated in.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4.2.(1)

ACCOUNTING PRINCIPLES/COMBINATION METHOD

The effects of the revaluation of assets and liabilities resulting from the Reorganisation are not recognized in the Closing Accounts. An information on the effect of the elimination/adjustments is provided in the notes.

Note 1 Basis of preparation and presentation

The Closing Accounts will be prepared in accordance with the French Generally Accepted Accounting Principles for Consolidation Accounts and the Règlement 02-12 (appendix to the Règlement 99-02, section VI) of the Comité de la Réglementation Comptable consistently applied compared to the “Combined Financial Statements of Certain Activities of Transmission and Distribution Sector of Alstom” for the Fiscal Years Ended March 31 2003 and 2002 with the following exceptions:

a) Capital leases which have to be recorded in accordance with note 8

b) Pensions which have to be recorded in accordance with Schedule 4.2 (3) A of the SPA

The references to certain detailed accounting principles in this schedule refer to those presented in the ALSTOM Reporting and Accounting Manual existing as at March 31, 2003.

The Closing Accounts should be prepared in accordance with the same methods as those applied to year-end accounts.

Note 2—Use of estimate

The preparation of the Closing Accounts in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, charges, cash flows and disclosure of contingent gains and liabilities at the date of the Closing Accounts. Management reviews estimates on an ongoing basis using currently available information. Costs to date are considered, as are estimated costs to complete and estimated future costs of warranty obligations. Estimates of future cost reflect management’s current best estimate of the probable outflow of financial resources that will be required to settle contractual obligations. The assumptions to calculate present obligations take into account current technology as well as the commercial and contractual positions, assessed on a contract by contract basis.

Note 3—Revenue and cost recognition

Revenue on contracts which are of less than one year duration, substantially the sale of manufactured products, is recognised upon transfer of title, including the risks and rewards of ownership, which generally occurs on delivery to the customer.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4.2.(1)

ACCOUNTING PRINCIPLES/COMBINATION METHOD

Revenue on construction type contracts of more than one year, long term contracts, is recognised on the percentage of completion method, measured either by segmented portions of the contract “contract milestones” or costs incurred to date compared to estimated total costs. Claims are recognized as revenue when it is probable that the claim will result in additional revenue and the amount can be reasonably estimated which generally occurs upon agreement by the customer.

For long term service contracts, revenues are generally recognised on a straight-line basis over the term of the contract.

Total estimated costs at completion include direct (such as material and labor) and indirect contract costs incurred to date as well as estimated similar costs to complete, including warranty accruals and costs to settle claims or disputes that are considered probable. Selling and administrative expenses are charged to expense as incurred. As a result of contract review, accruals for losses on contracts and other contract related provisions are recorded as soon as they are probable in the line item “Cost of sales” in the Consolidated Income Statement. Adjustments to contract estimates resulting from job conditions and performance, as well as changes in estimated profitability, are recognised in “Cost of Sales” as soon as they occur.

Cost of sales is computed on the basis of percentage of completion applied to total estimated costs. The excess of that amount over the cost of sales reported in prior periods is the cost of revenues for the period. Contract completion accruals are recorded for future expenses to be incurred in connection with the completion of contracts or of identifiable portions of contracts. Warranty provisions are estimated on the basis of contractual agreement and available statistical data.

See detailed accounting principles in extract from ALSTOM Reporting and Accounting Manual in appendix A6.

Note 4—Short term investments

Short-term investments include debt and equity securities and deposits with an initial maturity greater than three months but available for sale. Short-term investments are recorded at the lower of cost or market value, on a line by line basis.

See detailed accounting principles in extract from ALSTOM Reporting and Accounting Manual in appendix A1.

Note 5—Cash

Cash and cash equivalents consist of cash and highly liquid investments with an initial maturity of less than three months.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4.2.(1)

ACCOUNTING PRINCIPLES/COMBINATION METHOD

See detailed accounting principles in extract from ALSTOM Reporting and Accounting Manual in appendix A1.

Note 6—Securitization or sales of accounts receivable (with or without recourse)

In case of sale of accounts receivable (through securitization, factoring or any other scheme) which it irrevocably and without recourse transferred eligible receivables to third parties or not ; sold receivables are to be restated and presented in the Closing Accounts in trade receivables and the counterpart as financial debt. Interest income related to this cash is not to be reversed.

Note 7—Inventories and contracts in progress

Raw materials and supplies, work and contracts in progress, and finished products are stated at the lower of cost, using the weighted average cost method, or net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Inventory cost includes costs of acquiring inventories and bringing them to their existing location and condition. Finished goods and work and contract in progress inventory includes an allocation of applicable manufacturing overheads.

See detailed accounting principles in extract from ALSTOM Reporting and Accounting Manual in appendix A2.

Note 8—Tangible Fixed Assets

Property, plant and equipment are recorded at historical cost.

Assets (including lands) financed through capital leases are to be capitalised where the lease arrangement transfers to the lessee substantially all the benefits and risks of ownership.

Capital leases are leases which transfer substantially all of the risks and rewards of ownership to the lessee and which meet one or more of the following criteria :

•

by the end of the lease term, the ownership of the leased property is transferred to the lessee ;

•

the lease contains a bargain purchase option (i.e. at a price which makes the exercise of the option relatively certain);

•

the lease term is substantially (75% or more) equal to the estimated useful life of the lease property.

•

the present value of minimum lease payments amounts to substantially more than 90% of the fair value.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4.2.(1)

ACCOUNTING PRINCIPLES/COMBINATION METHOD

All other leases are referred to as operating leases.

In any case, the application of the principle of substance over form would prevail.

Depreciation on property, plant and equipment is computed using the straight-line method over the following estimated useful lives:

Category	Estimated useful life Annual years
Land	Undefined	Not depreciated
Building
Buildings	25 years	4 %
Fixtures; Infrastructures; Fittings and	10 years	10 %
Installation
Machinery & equipment
Industrial tools	3 or 10 years	33% or 10%
Laboratory equipment	5 years	20 %
Other tangible assets
IT hardware	2-4	50%-25%
Industrial & management software	1, 3 or 4	100%, 33% or 25%
Road vehicles	3 years	33 %
Office equipment and furniture	5 years	20 %

See detailed accounting principles in extract from ALSTOM Reporting and Accounting Manual in appendix A3.

Note 9—Goodwill, other intangible assets, reevaluation of assets

No goodwill are to be recognized in the Closing Accounts.

The effects of the revaluation of tangible and intangible assets and liabilities which have been carried out between April 1st, 2003 and the Reference Date for the purpose of the purchase of the T&D Activities by AREVA are not recognized in the Closing Accounts. An information is provided in the notes.

Note 10—Impairment of long-lived assets

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4.2.(1)

ACCOUNTING PRINCIPLES/COMBINATION METHOD

At the Reference Date, whenever events or changes in markets indicate a potential impairment including of goodwill, intangible assets and property, plant and equipment, a detailed review is carried out based on the projected operating performance of the related businesses. Whenever such review indicates that there is an impairment, the carrying amount of such assets is reduced to their estimated recoverable value.

Note 11—Income taxes

Current income tax at Closing should be based on the taxable income of the period.

Deferred taxes are calculated for temporary differences arising between the tax value and book value of assets and liabilities. Deferred tax assets and liabilities are recognized where timing differences are expected to reverse in future years. Deferred tax assets are recorded up to their expected recoverable amount. Deferred tax amounts are adjusted for changes in the applicable tax rate upon enactment.

Note 12—Customer deposits and advances

Customer deposits and advances are shown net, and represent amounts received from customers in advance of work being undertaken on their behalf. Where contract performance has taken place under the long-term contract, but provisional acceptance of the contract has not taken place, the related customer advance is shown as a reduction from the related receivables.

If any balance of customer deposits and advances is still outstanding and where work is undertaken on behalf of customers before sale, the related customer advance, termed a progress payment is deducted from inventories and contracts in progress on a contract by contract basis.

See detailed accounting principles in extract from ALSTOM Reporting and Accounting Manual in appendix A4.

Note 13—Foreign currency transactions

Foreign currency transactions are translated into local currency at the rate of exchange applicable to the transaction (market rate or forward hedge rate). At year-end, foreign currency assets and liabilities to be settled are translated into local currency at the rate of exchange prevailing at that date or the forward hedge rate.

Note 14—Foreign currency translation

An important part of the activity and assets of T&D are denominated in Euro. For entities outside the Euro zone, where the local currency is considered to be the functional currency, those operations are translated into Euro using the exchange rate at each balance sheet date for assets and liabilities whereas the average exchange rate is utilized for each period for

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4.2.(1)

ACCOUNTING PRINCIPLES/COMBINATION METHOD

revenues, expenses, gains and losses and cash flows. The effect of translating assets and liabilities into Euro is included as a component of owner’s equity.

Note 15—Provisions

A provision is recognised when there is a present legal or constructive obligation of uncertain timing or amount as a result of a past event and it is probable that an outflow of economic resources will be required to settle the obligation and such outflow can be reasonably estimated.

Provisions for warranties are recognised based on contract terms. Warranty periods may extend up to five years. The provisions are based on historical warranty data and a weighting of all possible outcomes against their associated probabilities. Provisions for contract losses are recorded at the point where the loss is first determined. Provisions are recorded for all penalties and claims based on management’s assessment of the likely outcome.

See detailed accounting principles in extract from ALSTOM Reporting and Accounting Manual in appendix A5.

Note 16—Derivative financial instruments and hedging activities

T&D enters into financial derivative contracts for hedging purposes only. These transactions are executed in order to reduce exposure to changes in foreign currency exchange rates on firm commitments.

Forward exchange contracts and foreign currency swaps are used to hedge foreign currency exchange rate exposures.

T&D does not use other forms of interest rate or investment xxxxxx.

Note 17—Employee benefits

The estimated cost of providing benefits to employees is accrued during the years in which the employees render services.

For single employer pension defined benefit plans, the fair value of plan assets is assessed annually and actuarial assumptions are used to determine cost and benefit obligations. Liabilities and prepaid expenses are accrued over the estimated term of service of the employees using actuarial methods. Experience gains and losses, as well as changes in actuarial assumptions and plan assets are amortised over the average future service period of employees.

For defined contribution plans and multi-employer pension plans, expenses are recorded as incurred.

See detailed valuation method in Schedule 4.2 (3) A of the SPA.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 4.2.(1)

ACCOUNTING PRINCIPLES/COMBINATION METHOD

Note 18—Restructuring

Restructuring costs are accrued when management announces the reduction or closure of facilities, or a program to reduce the workforce and when related costs are precisely determined. Such costs include employees’ severance and termination benefits, estimated facility closing costs and write-off of assets.

Note 19—Research and development

Research and development costs are expensed as incurred.

Appendices

Appendix A1 :

Section 7.3.1 of the ALSTOM Reporting and Accounting Manual (cash, cash equivalents, short term investments)

Section 7.3.2 of the ALSTOM Reporting and Accounting Manual (short term borrowing and bank overdrafts)

Section 7.3.3 of the ALSTOM Reporting and Accounting Manual (borrowings, bonds and notes issued)

Appendix A2 :

Section 6.9 of the ALSTOM Reporting and Accounting Manual (inventories and contracts in progress)

Appendix A3 :

Section 6.8.2 of the ALSTOM Reporting and Accounting Manual (tangible assets)

Appendix A4 :

Section 6.11.1 of the ALSTOM Reporting and Accounting Manual (customer deposits and advances and netting rules)

Appendix A5 :

Section 6.5 of the ALSTOM Reporting and Accounting Manual (provision for risks and charges)

Appendix A6 :

Section 6.11.4 of the ALSTOM Reporting and Accounting Manual (accrued expenses and other payables)

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Reporting and Accounting Manual		6.11.1 CUSTOMER DEPOSITS AND
		ADVANCES AND NETTING RULES

Balance Sheet Accounts:

Profit and Loss Accounts:

1 INTRODUCTION

1.1

Customer deposits and advances are payments made by the customer to ALSTOM for the purchase of goods or services before the receipt of the final invoices relating to the purchase.

1.2

There are tree types to consider:

•

DOWN PAYMENT—an advance paid to ALSTOM generally upon the signature of the contract;

•

PROGRESS PAYMENT—an advance paid during the life of the contract according to a progress or milestone plan agreed within the contract between ALSTOM and the customer.

•

Other advances received are advances which do not fall into the above categories.

Proceeds from securitisation of the future receivables must not be reported in customers deposits and advances but in the dedicated accounts LM590N (see 6.13 Discounting and securitisation treatment)

2 GENERAL ACCOUNTING POLICY

2.1

Funds received for any of the three above examples will have no impact on the profit and loss account since the sale has not been recognised. The funds received are accounted for in the balance sheet as liabilities within customers’ deposits and advances.

2.2

For guidance on deposits and advances received in foreign currency, see 13.1 foreign currency transactions.

2.3

Customer deposits and advances lines should only reflect cash received.

3 LONG TERM CONTRACTS, NETTING RULES

3.1

Introduction

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

The objective is to present, for publication purposes, Contracts in Progress on long term contracts and Unbilled Receivables on long term contracts net of related customers’ deposits and advances received.

3.2

General accounting policy


3.2.1		Netting has to be performed on a contract by contract basis. Customers’ deposits and advances received are offset against unbilled receivables on long term contracts and then against any balance remaining against Contracts in Progress on long term contracts. Any residual balance of Customers deposits and advances is presented in liabilities (LK990N).

3.2.2		The impact of netting of long term contracts is not included in the balance sheet at unit level. Units will be responsible for providing the appropriate information so that the impact of netting can be booked at Sector level and comprehensive contract positions ascertained.

3.2.3		The netting should only concern the external part of Customers deposits and advances and unbilled receivables. Internal advances and receivables have to be declared as intercompany and will be eliminated at the consolidation level. It is the responsibility of the lead unit to agree with the internal partner units the amounts to be declared in the balance sheet. For more detail on this subject see 11.1 Intercompany Balances

3.2.4		The netting is calculated excluding the impact of securitisation .

3.2.5		Only long-term contracts as defined in the Reporting and Accounting Manual in paragraph 10.3 are concerned by the netting.

3.3 Methodology


3.3.1		It is the responsibility of Sector finance management to check, consolidate and book at their level the impact of netting concerning the Sector. It is also the Sector management responsibility to issue any additional specific instructions to their units if needed.

3.3.2		It is the units’ responsibility to provide the Sector with the appropriate information based on the periodicity and specific instructions provided by the Sector. The methodology used will vary according to the nature of contracts in which they are involved: non-comprehensive contracts or comprehensive contracts

3.3.3		Non comprehensive contracts: A non-comprehensive contract exists when only one unit is involved in a long-term contract and consequently its suppliers and customers are external. Thus, the impact of netting, contract by contract, can be estimated at unit level and completed in schedule 9A40/A245 (cf § 2.4)

		For simplification, it has been agreed that T&D, Marine and Power Conversion are mainly involved in non-comprehensive contracts.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.


3.3.4		Comprehensive contracts: A comprehensive contract exists when more than one unit is involved in the same long-term contract. For example, one unit is the leader of the contract (receiving external advances and billing the customer) and the others are subcontracting units.

		For simplification, it has been agreed that only POWER and TRANSPORT sectors are involved in comprehensive contracts and consequently will follow specific procedures (to be issued by the sectors). However, Power and Transport may be the leaders of projects involving other sectors scope in which case the comprehensive contract information should cover all sectors involved.

3.3.5		For units belonging to those sectors, the impact of netting, contract by contract cannot be estimated at the unit level. Consequently, information contract by contract will have to be disclosed through a schedule included in a specific Carat phase.

3.4 References in Carat


3.4.1		Non comprehensive contract: schedule 9A40/A245

		Only units belonging to T&D, Marine and Power Conversion will complete this schedule.

		This schedule provides:

		- the detail of Inventories and contracts in progress before (AJ090N) and after netting (XJ010N)

		- The detail of Trade Receivables and Related accounts before ( AK090N) and after netting (XK010N).

		- the detail of Customers deposits and advances before (LK990N) and after netting (XK070N).

		The lines AJ090N, AK090N and LK990N corresponding to the amounts before netting are automatically linked with the balance sheet (A100/A200).

		The sum of the line XJ015N “impact of netting on inventories and contract in progress” and the line XK015N “impact of netting on Trade receivables and related accounts” has to equal to the line XK275N “impact of netting on Customers deposits and advances”.

3.4.2 Comprehensive contracts

		The analysis is produced quarterly on a contract by contract basis, as part of the netting process. Generally only units in Power and Transport are involved.

3.5		Periodicity

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

3.5.1		The analysis contract by contract will have to be only performed on a quarterly basis at the unit level: December, March, June and September.

3.5.2		For the other months, as the re-estimation contract by contract is not performed by the unit the impact of netting will be calculated and booked at sector level based on the percentage estimated the month before.

4 REFERENCE IN CARAT

4.1		Customer’s deposits and advances have to be reported monthly on the schedule 9A01/A300 “Balance Sheet – Liabilities” line LK990N “Customer deposits and advances”.

4.2		The analysis by flow is done monthly on the schedule 9A11/A306 “Financial debts and current liabilities” for the lines LK990N “Customer deposits and advances” and LM590N “Securitisation payables”.

		The flows are : F15 Variation, F50 Reclas., F60 Transfer between units and SUBCONS sub consolidation flows : see *6.1 Balance Sheet presentation. The column F99* Closing Balance has to be equal to the corresponding line on the schedule 9A01/A300 “Balance Sheet – Liabilities”.

4.3		Quaterly, customer’s deposits and advances have to be detailed on the schedule 9A43/A378 “Customer’s deposits and advances”.

		The flows are : F15 Variation, F50 Reclas., F60 Transfer between units and SUBCONS sub consolidation flows : see *6.1 Balance Sheet presentation. The column F99* Closing Balance line LK990Z has to be equal to the line LK990N on the schedule 9A01/A300 “Balance Sheet – Liabilities”. The line LK990Z has to be equal to the line LK990N on the schedule 9A11/A306.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Reporting and Accounting Manual		6.11.4 ACCRUED EXPENSES AND
		OTHER PAYABLES

6.11.4

INTRODUCTION

1.1

The following categories represent components of accrued expenses and other payables :

•

Social Debt

•

Government grants received (see 4. 6 Grants)

•

Accrued charges

•

V.A.T and other taxes. (excluding corporation tax)

•

Employee profit sharing

•

Staff costs and social charges

•

Current accounts with third party

•

Miscellaneous payables and accrued expenses.

1.2

Other payables should include all payables which do not relate to the commercial activity of Alstom. All trade related payables should be reported in the account LL390N. Therefore payables relating to internal services/functions should be included in this account in the line LL800D.

GENERAL ACCOUNTING POLICY

2.1 Staff and associated costs

This category will include the following items:

•

amounts payable to employees and profit sharing funds (see 4.8.2 Employees profit sharing);

•

amounts payable for social security and other benefits;

2.2 VAT and other taxes.

This category includes Value Added Tax and any other employee and non employee related tax payables.

Corporation tax payable must not be reported in this line but in line LP590N

2.3 Accrued charges

•

Accrued contract costs representing estimated future costs to be incurred on contracts are not reported in this line but in line LM100N

•

Accrued charges not allocated to contracts (Services, general overheads, insurance,…) are not reported in this line.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2.4 Current accounts with third party

This category includes

•

Current accounts liabilities with non-consolidated companies

•

Current account liabilities with entities managing local parts relating to contracts (see 10.7 Local Part)

2.5 Miscellaneous payables

This category may include the following payables and accrued expenses:

•

Deferred income represents monies received in advance for which the full benefits have not yet been provided. This item should not be recognised in the Profit and Loss Account but instead it should be placed as a liability on the Balance Sheet as deferred income. This value on the Balance Sheet is reduced by amounts released to the Profit and Loss Account during each accounting period when benefits are provided.

•

Payables concerning internal functions and service includes management fees, ITC invoices, shared service costs, fees and penalties of the netting center

•

Sundry creditors and accruals.

Entries within the sundry category should be kept to a minimum.

A detailed analysis of items in this category should be provided.

2.6

Any receivable balances within any of the above headings should not be netted off against payable balances, except Value Added tax, social security and other social receivables (see 6.10.2 Other accounts receivables)

3. REFERENCE IN CARAT

3.1

Other payables and accrued expenses have to be reported monthly on the schedule 9A01/A300 “ Balance Sheet – Liabilities” line LL990N “Accrued expenses and other payables”.

3.2

The analysis by flow is done monthly on the schedule 9A11/A306 “Financial debts and current liabilities” for the lines LL990N “Accrued expenses and other payables”.

The flows are : F15 Variation, F50 Reclas., F60 Transfer between units and SUBCONS sub consolidation flows : see 6.1 Balance Sheet presentation. The column F99 Closing Balance has to be equal to the line LL990N “Accrued expenses and other payables” on the schedule 9A01/A300 “Balance Sheet – Liabilities”.

3.3

Half-yearly, other payables and accrued expenses are detailed on the schedule 9A41/A388 “Accrued expenses and other payables”.

The flows are : F15 Variation, F50 Reclas., F60 Transfer between units and SUBCONS sub consolidation flows : see 6.1 Balance Sheet presentation.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

The column F99 Closing Balance line LL990Z has to be equal to the line LL990N on the schedule 9A01/A300 “Balance Sheet –Liabilities”. The line LL990Z has to be equal to the line LL990N on the schedule 9A11/A306.

The column F99 has to be analysed by due date in the following column :

D11	Within 1 year	Due date <= 1 year
D07	Long term portion	Due date > 1 Year

D11 + D07 = F99

Accrued expenses and other payables detailed as follow :

LL700D		Social debt
LL705D		Government grant received
LL710D		Accrued charges
LL715D		VAT and other taxes (excluding Corp. Tax)
LL725D		Employees profit sharing
LL730D		Staff costs and social charges
LL735D		Current Accounts with third party
LL800D		Miscellaneous payables and accrued expenses

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Reporting and Accounting Manual		6.5 PROVISIONS FOR RISKS & CHARGES

INTRODUCTION

1.1

A provision should be recognised when ALSTOM has a legal or constructive obligation as a result of a present or past event and it is probable that an outflow of economic benefits will be required to settle the obligation.

1.2

Provisions can be distinguished from other liabilities such as trade creditors and accruals (see 6.11.2 Trade payables, 6.11.4 Accrued Contract Costs, other payables and accrued expenses) by the fact that there is uncertainty over either the timing and/or amount of future expenditure. They represent amounts retained as reasonably probable to cover any liability or loss which is likely to be incurred but which is uncertain as to amount or as to the date on which it will arise. Risks and uncertainties that inevitably surround many contractual events and circumstances have to be taken into account when reaching the best estimate of a provision.

1.3

The term provision is also used in the context of such items as depreciation, impairment of assets and doubtful debts. These are adjustments to the carrying amounts of assets and are addressed under the sections covering financial fixed assets, inventories and receivables.

1.4

Terminology:

Provision Additions:

Occurs when an initial liability provision has to be established or when an existing amount is insufficient, and therefore has to be increased. Additions are charged in the profit in loss account for the period.

Provision Used (applied):

Occurs when costs associated with a liability provision have been incurred. These costs should be applied against the provision to which they relate and previously created in the balance sheet.

Provision Reversed (released):

Provisions should be reversed as soon as the liability provision is no longer considered necessary. Like additions, a reversal has a profit and loss account impact.

Contract related provision additions and reversals are shown within total cost of sales.

Non contract related provision additions and reversals are shown as other operating expenses (for additions) and other operating income (for reversals).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Restructuring provision additions and reversals are shown as non operating expenses and income.

See also §3.1 below.

GENERAL ACCOUNTING POLICY

2.1

A provision should be recognised only when:

•

it is probable that an outflow from the enterprise will occur in settlement of a present obligation arising from present or past events; and,

•

the outflow can be measured with reliability.

2.2

In this context, the interpretation of ‘probable’ is ‘more likely than not’. A present obligation must exist which arises from past events. Consequently as a general rule, provisions must not be recognised for future operating losses because an event creating an obligation has not occurred.

2.3

The exercise of prudence does not allow for the creation of hidden reserves or excessive provisions and may not be used as a justification for excessive provisioning. A quantifiable obligation must exist.

Future operating expenses, because there is no obligation with third parties, must not be covered by provisions.

2.4

Accruals for contract costs, whether long term or short term contracts and short term accrued expenses which are clearly identified as regards their object, amount and due date do not constitute provisions. Unpaid salaries, accrued holiday pay, telephones etc and should be accounted for as accrued expenses (6.11.4 Accrued contract costs, other payables and accrued expenses).

2.5

As a general rule provisions should be created as contracts are traded and be in respect of the traded portion. For long term contracts this should be in accordance with the percentage of completion of the contract to which they relate with the exception of contract loss, which must be recorded in full when the loss is first identified.

2.6

A provision is recognised as the best estimate at the balance sheet date of the expenditure required to settle the obligation. This amount is often the equivalent amount that the enterprise would rationally pay to settle the obligation immediately or to provide consideration to a third party to assume it. The estimate of outcome and financial effect are determined by judgement of the management of the enterprise, supplemented by experience of similar transactions and, in some cases, reports from independent experts.

2.7

Provisions have to be reviewed regularly and if the estimate of the obligation has changed, the amount of the provision is revised accordingly with corresponding debit or credit recognised in the income statement of the

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

period. A provision may only be used for expenditures that relate to the matter for which the provision was originally recognised.

2.8

A contingency differs from a provision in that there is uncertainty regarding the occurrence of the future events determining the eventual outcome. Therefore, an entity should not recognise a contingent liability or contingent asset in the accounts although disclosure may be required (see 15.3 Contingent Liabilities).

2.9

Warranty

•

After Sales :

Typical risks requiring the recognition of provisions for after sales include:

•

defects, faulty design, material and workmanship

•

non fulfilment of specified performance criteria

Exposures to these risks must be limited by the conditions of a sales contract, both with respect to the amounts involved and to the applicable time periods. In the case of warranties, amounts can be determined statistically in the event of a warranty applying to a large quantity of items and/or on a contract by contract basis when specific warranty commitments are known.

Actual warranty costs incurred should be recorded separately and systematically monitored in order to justify/substantiate the existing warranty criteria selected by the company. In the case of a contract where insurance is provided to cover the risk, the provision should be equal to the portion that is not covered by the insurance policy. A warranty allowance should be taken into account during the tender and realisation stages in the estimated full cost.

A provision is created in the accounts upon trading of the contract to which it relates. It should be maintained for the duration of the warranty commitment period, regardless of an actual warranty claim crystallising. For specific risks, a provision should be created upon identification and should be valued at production cost.

•

Latent Defects are items known to exist after warranty obligations expire, and often characterised by long term discussion and rectification programmes agreed with the client. Even after the warranty period expires, an entity may not be released from its contractual obligations where there is something fundamentally defective with goods/services supplied. Risks of this nature should form the basis of a latent defect Provision, which is created in the accounts when such risks transpire. Sectors must determine their policy for establishing latent defects provisions. A register of all contracts with latent defects should be held and updated regularly.

2.10

Contract Losses

A loss contract is one in which the estimated gross margin is negative. For this type of contract, a provision, which is equal to the estimated negative gross margin should be created when the order is registered or when the gross margin at any time during the contract is forecast to become negative. Loss provisions should not

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

be created before an order is accepted and registered, and an obligation created.

The creation of the provision is independent of the progress of the contract and the existence of other profitable contracts. For presentation and clarity of all contract losses regarding the portion to be traded should be presented in full under contract loss provision notwithstanding the fact that a portion may impact work in progress.

Contract losses should be updated in accordance with the latest project review, and should reflect the shortfall between sales price and the forecast cost of sales.

Application of the provisions are made pro-rata to trading so that the negative gross margin to be recognised is offset by the application of the provision.

Upon the final invoicing of the contract, any remaining un-applied portion of the provision should be released.

A systematic, quarterly, portfolio review of low margin contracts should be made in order to identify potential loss contracts where provisions may be required.

2.11 Penalties & Claims

•

Penalties for late deliveries

Units should provide for penalties for late deliveries in the contract review, as soon as it is probable that the delivery will be late. At the tender stage or in the successive contract reviews, allowances for penalties are made when calculating the estimated gross margin, where there is a delay, and where it appears that this will result in failure to meet contractual deadlines. If estimated gross margin after allowance for penalties becomes negative, then a provision for contract loss should be created (see §2.11 Contract losses above). Application of the provision occurs when penalties are paid, and releases should only occur when all payments have been made to the customer.

•

Technical penalties

Same method as for penalties for late deliveries, when it appears that certain performance levels set in contract will not be achieved.

•

In the case of claims, in the event of intent by a third party or by the unit to initiate commercial, social or civil proceedings, a provision should be based on a reasonable assumption of probable claims and damages and should be maintained throughout the litigation period in the absence of any new information (see above 2.1).

Claims levied on customers should only be recognised when agreed with the customer. Recoverability must be certain (see also Revenue Recognition 10.3).

2.12 Restructuring & Redundancy

See 4.8.4 Restructuring

2.13 Other Risks on Contracts

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

		All contract specific provisions except those mentioned above should be included under this category and should be clearly identified.

2.14	Staff costs & social charges

	This line includes non standard items such as Long service leave (Australia) and anniversary payments (Germany).

	Please note that this line DOES NOT relate to standard salary and associated social charges (see 6.11.4 Accrued Contract Costs Other Payables & Accrued Expenses).

2.15	Provisions on non consolidated subsidiaries

	Provisions created over this heading cover only risks on non consolidated companies . Generally such provisions are in addition to those created on investments.

2.16	Provisions forming part of fair value acquisition accounting

	These provisions should not be released through Profit and Loss account.

2.17	Taxation

	These are amounts over and above the assessed Corporation Tax payable and which are provided to cover any exceptional tax obligations, the amounts of which needs to be agreed with the Senior Vice President Finance of the Sectors and with the ALSTOM Corporate Senior Vice President Taxation.

2.18	Litigation

	Litigation related to contracts should be included in the provision accounts relating to contracts. All other litigation provisions, such as litigation with employees, should be shown as litigation (line LE740N).

2.19	Other provisions

	In principle, amounts included on this line should be small in relation to the total provisions held by the company. This category should not include provisions that are contract related, but could include, for example, environmental provisions, provisions for industrial compensation, foreign currency exchange loss etc. Those provisions relating to Inventories, debtors and Tax should not be included in this category. Holiday pay and other similar accruals are also excluded. (See *6.9 Inventories and contracts in progress,* *6.10 Receivables* and *4.12 Corporation tax*.)

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

TREATMENT OF PROVISIONS IN PROFIT & LOSS ACCOUNT

3.1

Provision additions and reversed should be shown separately and identified in the profit and loss above Operating Income. Restructuring and Redundancy expenses and income should be shown separately as non operating expenses/income.

REFERENCE IN CARAT

4.1

Profit and Loss Account :

There is a dedicated line for all provisions on contracts movements. They are included on the line PD900N “Total Costs of sales” and separately identified on the quarterly schedule 9A40/A174 which shows 3 lines:

XP004: cost of the period

XL004: Addition to contract related provision

XL109: Release of contract related provisions

PX9002 = XP004 + XL004 + XL109

PD9002 = PD900N

Provisions for environmental costs have to be disclosed on the half-yearly schedule 9A41/A173.

This schedule includes four lines:

XP003 Charges for the period

XL003 Addition to provisions

XL106 Application of provisions

XL107 Release of provisions

Provisions for restructuring : see 4.8.4 Restructuring.

All provisions for risks and charges movements other than those above have to be disclosed either on line PH010N “Other operating Income” (for release) or on line PH020N “Other Operating expenses” (for addition).

4.2

Balance Sheet :

The closing position of total provisions for risks and charges has to be reported monthly on schedule 9A01/A300 “Balance Sheet” line LE990N “Provisions for risks and charges”.

A monthly detailed analysis of provisions should be given on the schedule 9A11/A304 “Provisions and Pensions” on lines :

XX000X	Xxxxxxxx
XX000X	Contract loss
LE110N	Penalties and claims
LE300N	Other risks on contracts
LE200N	Restructuring and redundancy	see *4.8.4 Restructuring*
LE720N	Prov. on non consolidated subsidiaries
LE730N	Tax risks
LE740N	Litigation

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

LE750N

Provision for environmental risks

LE400N

LE410N

Other provisions – Operating

Other provisions – Non operating

there are two text boxes
linked to these lines to give
the detail of the amount
disclosed.

LE990Z

Provisions for risks and charges – contr:

Column F99 Closing
balance must be equal to
line LE990N on schedule
9A01/A300 “Balance
Sheet”

These lines are analysed by flow between Opening balance and Closing Balance :

F20 Additions :		Year to date additions
F30 Releases :		Year to date releases
F36 Applied :		Year to date applications

For flows F50 Reclass, F60 Transfer between units, SUBCONS sub-consolidation flows : see 6.1 Balance Sheet Presentation.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Reporting and Accounting Manual		6.8.2 TANGIBLE ASSETS

INTRODUCTION

1.1

The following characteristics are required to qualify an expense as an asset in the Balance Sheet :

•

it represents a new means of generating economic value and participates in company operations ;

•

it can be valued by a reliable and constant method ;

•

represents a significant amount (above Euro 500);

•

and has a period of use of at least one year.

1.2

As soon as one characteristic is not met, costs must be expensed in the Profit and Loss account and not capitalised.

1.3

Generally, tangible assets are characterised by their physical existence.

1.4

Purchased computer software Licenses that are intended for internal use should be capitalised and classified as Tangible Assets. Software developed internally should be recognised as an expense in the Profit and Loss account .

GENERAL ACCOUNTING POLICY

2.1

Valuation

2.1.1

Fixed assets are valued at acquisition cost. The acquisition costs includes the purchase price and all other costs directly attributable to the acquisition/construction of the asset (for software purchased, see below). Typically, expenses that are to be included are:

•

freight insurance;

•

non recoverable taxes;

•

installation costs;

•

architects and engineers fees; and

•

site preparation costs.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2.1.2

Software Licenses purchased :

The acquisition costs of the software Licenses provided by a third party that are intended for internal use include direct and associated costs :

•

purchase price (Initial License cost);

•

purchased implementation costs:

•

detailed specification

•

additional programming and customization costs

•

tests and trials

•

purchased technical documentation .

But exclude :

•

preliminary analysis costs (inc. purchased studies and consultants’ fees ) which should be recognised as an expense when incurred;

•

users’ training and maintenance costs (inc. upgrade & other recurring costs ) which are expenses incurred after the implementation.

This rule applies for all software acquired as from the 1^st April 2000.

2.1.3

Fixed assets should not be re-valued. In case of future legal revaluations which may occur in some countries, those re-valuations should be ignored for ALSTOM reporting. For hyperinflation countries, see 13.2 Hyperinflation Countries.

2.1.4

Valuation of fixed assets under the course of construction follow the same rules.

2.1.5

When the asset is built internally (except software), the entry costs should equal its production costs, as defined in 10.5 full costs. Entry cost must not be higher than the market value. Therefore, if the internally built asset could have been bought at a lower price, the entry cost capitalised should be the potential acquisition cost. The production costs above this amount must be expensed to the Profit and Loss account.

2.1.6

Repairing costs (having the effect of maintaining assets in a normal state of utilisation up to the end of the normal amortisation period) are to be expensed. Overhaul expenses are to be capitalised when it increases the value of the asset (productivity or capacity improvements or increase of useful life).

2.1.7

For the case of a fixed asset funded by means of investment subsidies, see 4.6 Grants.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2.2

Depreciation

2.2.1

To allow for wear and technological obsolescence, and in order to comply with the principle of matching cost over operating period, fixed assets are depreciated on a straight line basis, according to the period of use of the asset and following the method defined hereunder :

Category	Depreciation period	Annual rate
Land	Not depreciated	0

Buildings
Buildings	25 years	4%
Fixtures (e.g. car park, walls, stock areas...)	10 years	10%
Infrastructures (e.g. docks, platforms, roads, rail infrastructures)	10 years	10%
Fittings and installation	10 years	10%
Machinery & equipment
Machine tools above €4,000	10 years	10%
Industrial tools under €4,000	3 years	33,33%
Laboratory equipment	5 years	20%
Handling equipment (e.g. cranes)	10 years	10%
Other tangible assets
IT hardware : laptops	2 years	50%
IT hardware : desktops, servers & printers	3 years	33,33%
IT hardware costing more than €50,000	4 years	25%
Software costing under €10,000	1 year	100%
Industrial & Management software costing more than € 10,000 and less than €100,000	3 years	33,33%
Industrial & Management software costing more than €100,000	4 years	25%
Road vehicles	3 years	33,33%
Office equipment	5 years	20%
Office furniture	5 years	20%

2.2.2		The new rates apply from 1^st April 2000. No adjustment for prior acquisition is necessary.

2.2.3		In cases where a specific use (e.g. double/triple shift) generates a shorter estimate useful life, depreciation rate must be calculated in accordance.

2.2.4		In case of second hand purchased assets the expected useful lives have to be decided case by case, but shall not exceed those listed above.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2.2.5		In certain countries, a reducing balance depreciation is used in the statutory (local) accounts to take advantage of tax benefits. This additional depreciation is not allowed for consolidation purposes and therefore, the consolidated accounts must be produced on a straight line method.

2.2.6		For assets acquired during the year, depreciation is calculated from the beginning of the month following the month in which the asset is brought into service. Therefore, assets still under construction should not be depreciated. For assets disposed of during the year, depreciation is calculated to the end of the month preceding the disposal.

2.2.7		The net book value of an asset (acquisition costs less accumulated depreciation) must not be greater than its realisable value.

		If the realisable value falls below the net value, an adjustment must be made to the net value equal to the difference. Where there is a chance that this difference will reverse in the future a provision must be accounted for in the Profit and Loss account is to be reversed if the realisable value increases. A permanent difference shall be accounted for as exceptional amortisation.

2.3

Assets disposed of or written off

2.3.1		When an asset is disposed of or written-off, the difference between its remaining net book value (entry costs minus cumulative depreciation) and its selling price (if sold) must be shown as follows :

		• Disposals incurred in course of ongoing activities are part of “Other operating income” (in case of capital gains) or “Other operating expenses” (capital losses). • Generally, capital gains/losses relating to lands and buildings, as well as specific operations to be specifically agreed by the Corporate Accounting, are shown as “Gain/losses on disposal of fixed assets” in “Non operating income /expenses”.

2.3.2		No gain or loss should be realised on transfer of fixed assets to another ALSTOM Unit.

3. REFERENCE IN CARAT

3.1		The gross value of the tangible fixed assets has to be reported on the schedule 9A01/A200 “Balance Sheet—Assets” on the line AD090N “Total tangible fixed assets (Gross)”.

		The cumulative depreciation of the tangible fixed assets has to be reported on the schedule 9A01/A200 “Balance Sheet—Assets” on the line AD190N

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

		“Total tangible fixed assets (Amort.)”. The line AD190N has to be input as a negative figure. The line AD290N “Total tangible fixed assets (net)” is the net value of the tangible assets : AD290N = AD090N + AD190N

3.2		The analysis by flow between the closing balance and the opening balance is done on the schedule 9A11/A202 :

		Ø F20 Acquisitions or Amt (depr.) : Line AD090N : is the year to date gross value of the tangible assets acquired. It is the year to date capital expenditure. Line AD190N : is the year to date depreciation charge of tangible assets. Ø F30 Disposals or write-off : Line AD090N : is the gross book value of the assets disposed of or written off since the 1^st of April. Line AD190N : is the cumulative depreciation of the assets disposed of or written off since the 1^st of April. Ø F50 Reclassification (reclas), F60 transfer between units and SUBCONS Sub-consolidation flows : see *6.1 Balance Sheet Presentation. Ø F99* Closing Balance : has to be equal to each corresponding line on the schedule 9A01/A200 “Balance Sheet – Assets”.

3.3	Disposals of tangible fixed assets have to be detailed by partner on the schedule 9A11/A204. For each partner, the disposals have to be analysed as follow :

	C01 Sales price	Is the sale price of the asset disposed of.

	C02 Gross book value :	the total of this column should be equal to line AD090N column F30 on the schedule 9A11/A202.

	C03 Cumulated depreciation	the total of this column should be equal to line AD190N column F30 on the schedule 9A11/A202

	C04 Net book value (NBV)	= Gross book value – Cumulated depreciation

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

	C05 Profit/Loss	Sales price – Net book value should be nil for all lines except for the line third party (see §2.3.2)

3.4	On a half yearly basis, the gross value and the depreciation of the tangible assets have to be detailed respectively on the schedules 9A41/A279 and 9A41/A280 into five main categories :

	Land Buildings Machinery & equipment Construction in Progress Other tangible assets. Total tangible fixed assets.	Schedule 9A41/A279 AD005D AD010D AD015D AD020D AD025D AD090Z	Schedule 9A41/A280 AD105D AD110D AD115D AD120D AD125D AD190Z

	The line AD090Z “Total tangible fixed assets” should be equal to the line AD090N “Total tangible fixed assets (gross)” on the schedule 9A11/A202. The line AD190Z “Total tangible fixed assets (depr.)” should be equal to the line AD190N “Total tangible fixed assets (depr.)” on the schedule 9A11/A202. The table above (§2.2.1) for depreciation period indicates how to allocate the assets to the relevant categories. Costs relating to fixed assets under construction, as well as advance payments to fixed assets suppliers, should be included into Constructions in progress.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Reporting and Accounting Manual		6.9 INVENTORIES
		AND CONTRACTS IN PROGRESS

INTRODUCTION

1.1

As a general rule, inventories are goods or services which form part of the operating cycle of the company to be sold either in their current state or after a production process.

1.2

Inventory included in the balance sheet should be based on the ownership and not on geographical location.

1.3

Raw materials, supplies and bought in goods (components) refer to objects or substances purchased from suppliers (including ALSTOM companies) which will be used in production and will form part of a saleable product. This category includes internal manufactured sub-assemblies which have no specific contract identity.

1.4

Work in Progress and Contract in Progress refer to the cost of partly designed/manufactured contract specific requirement which has not reached its final state. This includes partly manufactured sub-assembly orders for stock. Work in progress refers to short term contracts and contract in progress refers to construction contracts (for definition of short term contracts and construction contracts see 10.3 Revenue recognition)

1.5

Finished products refer to materials that have been transformed by the company during production and have reached their final state. These products are ready to be sold. Finished products can also be goods that are bought by the company to be sold on without any form of processing – such products are known as purchased goods.

1.6

Consumable substances (lubricating oil, grease, paper…) should be expensed as overhead when purchased or used depending on relative value.

2 GENERAL ACCOUNTING POLICY

2.1

Valuation

2.1.1 Inventories should be valued at the lower of cost and net realisable value.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2.1.2

Cost could be defined as all costs incurred in bringing the inventory into its current state and location, i.e. :

For purchased items : full acquisition costs (raw material, import duties, transport inwards and handling cost…)

For manufactured items : Production cost (see 10.5 Full cost)

2.1.3

Raw materials : should be valued using either a weighted average basis or a first in, first out (FIFO) basis or a standard valuation method. Whichever method is used, it must be applied consistently.

2.1.4

Work in progress and contracts in progress : should be valued at production cost (see 10.5 Full cost).

2.1.5

Finished Products :

internal manufactured finished products should be valued at production cost (see 10.5 Full cost).

Purchased manufactured finished products should be valued using either a weighted average basis or a first in, first out (FIFO) basis or a standard valuation method. Whichever method is used, it must be applied consistently.

2.2

Valuation allowance

2.2.1

An adjustment in Profit and Loss Account in “cost of sales” should be made against inventory to ensure it is stated at the lower of cost and net realisable value.

2.2.2

In the Balance Sheet, the valuation allowance must be separately identified on the line “inventories and contracts in progress (depreciation)”.

2.2.3

In addition, a regular review, at least twice yearly, should be undertaken of all inventories held to identify potentially slow moving and obsolete items. Any potential slow moving or obsolete items should be valued according a predetermined formula in each unit (se e example below).

2.3

Inventory Count Policy

2.3.1

The unit must be able to satisfy themselves that the reported inventory value is materially accurate. This should be achieved through one of the following methods:

a perpetual inventory system in which all locations are counted over a defined period, not exceeding 2 years;

regular inventory counts, at least annually.

2.3.2

All inventory counts must have as a minimum (including perpetual counts):

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

written instructions prepared in advance;

a responsible officer;

measuring devices tested prior to inventory counts;

clear and workable cut-off and quarantine procedures;

clear labelling arrangements such that inventory that has been counted can be clearly identified;

clear procedures for agreeing inventory held at customer sites;

clear procedures for excluding inventory held at company premises that is not in the ownership of ALSTOM;

variance investigation of significant differences to book quantities.

2.4

Stocks of machine spares

2.4.1

There should be no value attached to holdings of machinery spares or consumables.

2.4.2

This does not remove the need to maintain strict controls over the purchase, use and handling of such items.

2.5

Costs in respect of non standard items incurred in anticipation of customer orders should be expensed or fully depreciated. When depreciated, the provision could be released once an order is booked.

2.6

Work in progress credit balances should be reversed and disclosed as “Accrued contract costs” on a contract by contract basis (see 7.5 Provisions for risks and charges)

EXAMPLES AND ILLUSTRATIONS

The amount of provision for depreciation of stock accounted for in the balance sheet, could be calculated by applying the following coefficients to each part and material, according to its classification and the time of storage :

Parts and materials included on the current xxxx of materials and purchased on a regular basis :

· Average time of storage less than 1 year :	0	%
· Average time of storage between 1 year and 2 years :	10	%
· Average time of storage over 2 years :	30	%
· Rarely used :	80	%

Parts and materials which no longer conform to the current production range or specification, but which are still used :

· Average time of storage less than 1 year :		0	%
· Average time of storage between 1 year and 2 years :		30	%

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

· Average time of storage over 2 years :		70	%
· Rarely used :		80	%

REFERENCE IN CARAT :

4.1

In the monthly Balance Sheet :

The gross value of the Inventories and contracts in progress has to be disclosed on the schedule 9A01/A200 “Balance Sheet – Assets” line AJ090N “Inven. And contracts in progress (gross)”.

The valuation allowance on the Inventories and contracts in progress has to be disclosed on the schedule 9A01/A200 “Balance Sheet – Assets” line AJ190N “Inven. And contracts in progress (dep.)”. The amount has to be input as a negative figure.

The line AJ290N “Inven. And contracts in progress (net)” is the net value of the inventories and contracts in progress = AJ090N + AJ190N.

4.2

The analysis by flow is done on the schedule 9A11/A212 “Other financial and Current Assets”.

The lines are the same as in the Balance Sheet : AJ090N, AJ190N and AL290N.

The flows are : F15 Variation, F50 Reclas, F60 Transfer between units and SUBCONS Sub consolidation flows : see 7.1 Balance Sheet Presentation.

F99 Closing balance has to be equal to the corresponding line on the schedule 9A01/A200 “Balance Sheet—Assets”.

4.3

Half yearly, the gross value and the valuation allowance of the inventories and Contracts in progress have to be detailed by nature on the schedule 9A41/A282 “Inventories and contracts in Progress”.

The flows are : F15 Variation, F50 Reclas, F60 Transfer between units and SUBCONS Sub consolidation flows : see 7.1 Balance Sheet Presentation.

The lines are :

	Gross Value	Valuation allowance
Raw materials, supplies, ...	AJ020D	AJ120D
Work in progress	AJ040D	AJ140D
Finished products	AJ060D	AJ160D
Contract in progress	AJ080D	AJ180D
Invent and contracts in progress	AJ090Z	AJ190Z

The lines AJ090Z and AJ190Z have to be equal respectively to the lines AJ090N and AJ190N on schedule 9A01/A212.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Reporting and Accounting Manual		7.3.1 CASH, CASH EQUIVALENTS
		SHORT-TERM INVESTMENTS

INTRODUCTION

1.1

Cash, Cash Equivalents and Short-term Investments are all the liquid financial assets in the possession of the Reporting Unit.

1.2

Cash—In addition to legal tender and bank balances, items such as cheques, postal orders, and bank credit card vouchers held in the ordinary course of collection should be included under this caption. Demand Deposits and deposits on 7-day call with banks and similar institutions are also to be included under Cash. However to be classified as Cash, there must be an initial maturity of less than 3 months.

1.2.1

Cash includes:

Xxxxx Cash.

All accounts showing positive balances with banks, financial institutions and similar organisations.

Deposits where funds may be available ahead of due date.

Payments in Transit: at month end, the only amounts which should appear on this line relate to consolidated companies, where a difference exists as a result of a payment not yet received by the creditor company.

Interest due but not yet received. This should be accrued.

1.2.2

Specifically excluded are:-

Bills of Exchange and Promissory notes related to all types of business transactions. These should be shown under the caption Trade Receivables or Other Accounts Receivables (see 6.10.1 Trade receivables and 6.10.2 Other Accounts receivables)

Any blocked or pledged deposits subjected to rules whereby immediate recovery of funds is impossible in the short-term. These should be shown under the caption Financial Fixed Assets (See 6.8.3 Financial Fixed Assets).

1.3

Overdrafts with banks and similar institutions are also to be excluded from the Cash line. These should be shown under the caption ‘Bank Overdrafts’ in the Liabilities side of the Balance Sheet. Overdrafts should not be netted from bank balances, unless specifically advised to do so by Corporate treasury.

1.4

Cash Equivalents and Short Term Investments can be defined as short-term, highly liquid financial investments often made using marketable securities and deposits.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Cash Equivalents are readily convertible into known amounts of cash and which are within three months of maturity at the balance sheet date which are subject to an insignificant risk of changes in value.

Short Term Investments include all marketable securities which maturity is greater than 3 months and Restricted Cash accounts which maturity is greater than 3 months but less than 1 year.

Restricted Cash accounts whose maturity exceeds 1 year must be classified under Financial fixed assets (6.8.3 Financial Fixed Assets) as Restricted cash.

1.4.1

There are two types of Marketable Securities:

Equity security :

Any security representing an ownership interest in an enterprise (e.g. common, preferred, or other capital share) or the right to acquire (e.g. warrants, rights, and call options) or dispose of (e.g. put options) an ownership interest in an enterprise at fixed or determinable prices.

Debt security

This is distinguished by the existence of a contractual obligation on the issuer of the security either to deliver cash or another financial instrument to the holder or to exchange another financial instrument with the holder under conditions that are potentially unfavourable to the issuer. Thus, the term “debt security” includes, among other items :

Government debt (Treasury) securities, government agency securities, municipal securities;

Mortgage-backed securities where ALSTOM has a right over a borrower’s assets in the event of non-payment of a loan or monies due;

Other debt securities (investments funds, mutual funds and commercial paper); Corporate and financial institution debts securities (including debt securities from all privately held institutions i.e. bonds and certificate of deposits); Listed or unlisted bonds, including those issued by subsidiaries/affiliates and not intended for retention on a long-term basis

1.4.2

Marketable Securities include securities purchased with the intention of achieving a short term gain, or which are not intended for retention by the company on a long term basis.

1.4.3

Cash Equivalents and Short Term Investments may also include :-

Deposits.

Interest due and outstanding or accrued on the above items.

1.4.4

But exclude:

Subsidiary/Affiliate Equity investments.

Investments that the company cannot or does not intend to sell in the short term recorded under financial fixed assets (see 6.8.3 Financial Fixed Assets).

GENERAL ACCOUNTING POLICY

2.1

CASH

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2.1.1

Cash at the balance sheet date should normally take account of all cheques drawn from the reporting unit’s bank account but not yet presented. Cash in transit can be included, provided the unit can produce a clear account balance within no more than 3 days.

2.1.2

Cash held in non-reporting currencies should be translated into reporting currency using the rates on the closing dates. (see 13.1 Foreign Currency transactions).

2.1.3

Cash which is lent to or borrowed from a Treasury Centre through a Cash Pooling arrangement must be reported in the Current Account (see 7.2.2 Current Accounts ALSTOM).

2.1.4

Cash deposits placed with a Treasury Centre during a cash sweep should be reported in the internal loans. ( See 7.2.1 Internal Loans).

2.2

CASH EQUIVALENTS AND SHORT TERM INVESTMENTS

2.2.1

The ‘fair value’ of Cash Equivalents should not be materially different from their book value due to the short term nature of the instruments.

2.2.2

Where investments are acquired in foreign currencies, their cost is converted at the rate of exchange prevailing the day on which the acquisition takes place. On subsequent period ends, the value of these instruments should be translated into the reporting currency using the rates on the closing dates (see 13.1 Foreign Currency transactions)

2.2.3

Marketable securities :

Marketable securities imply that there is an active market from which a market value is available.

Marketable securities included in Short-Term Investments, Cash and Cash Equivalents are recorded at the lower of cost or market value, on a item by item basis.

When purchased by the company, the marketable securities are initially recorded at their acquisition costs. The acquisition cost is defined as the price at which the marketable securities are acquired, increased by incurred expenses such as commissions, duties, brokerage fees; financial costs incurred as a result of payment spread over a period of time are excluded from the acquisition cost. (Also see 4.11.8 Fees Paid on Guarantees and Market Operations)

Quoted marketable securities can be considered as investments held collectively. Therefore, for a temporary decrease in fair value, the fair value at end of the period can be assessed for each category (e.g. shares, bonds etc) as a whole.

2.2.4

Valuation at closing date :

At the end of each reporting period:

Listed securities are valued at the lower of cost or market value.

Unlisted securities are valued at their probable realizable value.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Securities acquired in foreign currencies are valued at the closing exchange rate.

When the global value of the marketable securities portfolio, valued in accordance with the above mentioned rules is lower than the acquisition cost, the unrealised loss should be recognised immediately and the loss should be transferred to the Profit and Loss account within ‘Financial Income’ under ‘Gain/Loss on Marketable Securities’.

Where the global value is higher, a reserve for the unrealised gain should be created in the balance sheet which amounts to the difference between acquisition cost and market value. This should be accounted for and included in the year end accounts as a balance sheet item only.

2.2.5

Accounting for Disposal :

In the event of disposal of block securities acquired at different prices but of the same nature and carrying the same rights, the cost of sale is computed by using the weighted average method.

Any gains/losses arising from the sale of marketable securities should be shown on the Profit and Loss account on the line ‘Gain or Loss on Marketable Securities’ within “Financial Income’. The gain/loss should be recorded in the period in which the transaction takes place and not when the period when the cash is received.

2.2.6

Depreciation :

At the end of each reporting period, if the net book value of marketable securities exceeds the market value, depreciation (equal to the difference between the two values) is calculated on a line by line basis. Where the current market value is less than the net book value, on a line by line basis, the difference should then be accounted for in the profit and loss account within “financial income” as “PL544D Financial investment depreciation”. In the Balance Sheet it is recorded as cumulative depreciation “Short Term Investments depr AO190N”. Gains are not recognised.

2.2.7

Restricted cash is recorded at face value or acquisition cost (plus accrued interest), whichever is the lower.

2.2.8

Any dividends received from equity investments should be recorded under ‘Dividends Received’ within ‘Financial Income’.

REPORTING INSTRUCTIONS

3.1

Those debt securities and deposits with a maturity of less than 3 months must be shown within ‘Cash and Cash Equivalents’ Under ‘Deposits and Debt Securities’ in the Reporting Pack.

3.2

All other Marketable securities, Deposits and Restricted Cash Accounts must be shown within ‘Short Term Investments (net value)’ within the specific category description. Any gains and losses arising in the financial year must be disclosed by aggregating the total gain/loss within that specific category.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

3.3

Those Short Term investments require further analysis by contractual maturity dates. This is done within ‘Short Term Investments by Contractual Maturity (net value)’ under the relevant category. However these should be done on a line by line basis. This schedule gives an indication of the interest risk attached to each investment. The Carrying Values (Net Book Value) of this schedule should be consistent with the Carrying Values of all Short Term Investments.

REFERENCE IN CARAT

4.1

The cash and cash equivalent, gross value of the short term investments and the depreciation of the short term investments have to be reported monthly on the schedule 9A01/A200 “Balance Sheet – Assets” respectively on the lines :

AO090N		Short term investments (Gross)
AO190N		Short term investments (depr.)
AO290N		Short term investments (net)

AR090N		Cash and cash equivalent

The line AO290N is the net value of the short term investments =

AO290N = AO90N + AO190N

4.2

The analysis by flow is done on the schedule 9A11/A212 “Other financial and current assets”.

The lines are the same as in the Balance Sheet : AR090N, AO090, AO190N and AO290N.

The flows are : F15 Variation, F50 Reclass, F60 Transfer between units and SUBCONS sub consolidation flows : see 6.1 Balance Sheet presentation.

The column F99 Closing Balance has to be equal to the corresponding line on the schedule 9A01/A200 “Balance Sheet – Assets”.

4.3

Half-yearly, the net value of the Cash and cash equivalent has to be detailed on the schedule 9A41/A274 “Cash, cash equivalent – net value”.

The flows are : F15 Variation, F50 Reclas., F60 Transfer between units and SUBCONS sub consolidation flows : see 6.1 Balance Sheet presentation.

The column F99 Closing Balance line AR090Z has to be equal to the line AR090N on the schedule 9A01/A200 “Balance Sheet – Assets”.

The line AR090Z has to be equal to the line AR090N on the schedule 9A11/A212.

The cash and cash equivalent has to be detailed on the following lines :

AR005D		Deposits and debt securities
AR010D		Cash (curr. on hand and demand deposit)

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Reporting and Accounting Manual		7.3.2 SHORT TERM BORROWINGS
		AND BANK OVERDRAFTS

INTRODUCTION

1.1

All short-term external financial debt contracted with banks /financial institutions should be declared in this line.

1.2

Overdrafts should not be netted with positive bank balances, unless specifically advised to do so by Corporate treasury. They should be declared in the account LJ625D Bank Overdrafts.

COMMITTED CREDIT LINES

2.1

This is a legal commitment with a financial institution for a certain total amount of credit. The borrower may draw up to this maximum amount. Normally the borrower can ask for smaller amounts with repayments dates which are shorter than the duration of the total credit line.

2.2

The amount of total available credit line should be reported in the column “A30 Amounts Available”. The amount of the credit line that is used should be the amount which is reported at closing in F99. The unused part of the credit line (difference between A30 and F99) is automatically calculated and reported.

2.3

The commitment fees paid during the period related to the committed credit line should be reported in the column A31.

COMMERCIAL PAPER

3.1

These are unsecured promissory notes, with a fixed maturity, issued under the Alstom name. They can be bought and sold by investors. Corporate policy is that only Alstom SA can issue commercial papers, unless Corporate Treasury agrees otherwise.

UNCOMMITTED BORROWINGS WITH MATURITY <1 YEAR

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

4.1

These are arrangements with financial institutions allowing a certain amount of credit. Every time the borrower draws upon the credit line it must ask for the agreement of the bank which may or may not be provided.

BANK OVERDRAFTS

5.1

This is credit that is allowed to borrowers but which is not of a fixed amount or for a fixed time. It may be drawn upon at any time up to a certain limit and for a time that may be as short as overnight

ACCRUED INTEREST

All related accrued interest should be reported in the line LJ620D.

REFERENCE IN CARAT

7.1

The short term borrowings and bank overdraft have to be reported monthly on the schedule 9A01/A300 “Balance Sheet – Liabilities” line LJ990N “Short term borrow. and bank overdraft”.

7.2

The Analysis by flow is done monthly on the schedule 9A11/A306 “Financial debts and current liabilities” line LJ990N “Short term Borrow. and bank overdraft” :

F15 Variation, F50 Reclas, F60 Transfer between units and SUBCONS Sub consolidation flows : see 6.1 Balance Sheet Presentation.

F99 Closing balance has to be equal to line LJ990N on the schedule 9A01/A300 “Balance Sheet – Liabilities”

7.3

Half-yearly, the short-term borrowings and bank overdrafts issued have to be detailed on the schedule 9A41/A386 “Analysis of short term debt by nature” :

LJ605D		Committed Credit lines
LJ610D		Commercial paper
LJ615D		Uncommitted Borrowings with maturity <1 year
LJ620D		Accrued interest
LJ625D		Bank Overdrafts
LJ990Z		Short Term borrow. and bank overdrafts Is the total of the above lines.

Line LJ990Z column F99 has to be equal to the line LJ990N on the schedule 9A01/A300.

7.4

Yearly, the Short term Borrowings and bank Overdrafts issued have to be declared by currency, and provide the corresponding average rate in column A20 of the schedule 9A43/A384. The account to be analysed is LJ990N. The total of this line should be equal to the amount for the column F99 on the line 9A01/A300 “Balance Sheet – Liabilities” line LJ990N.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Reporting and Accounting Manual		7.3.3 BORROWINGS, BONDS AND
		NOTES ISSUED

1. INTRODUCTION

This instruction covers long term external financial debt. Only external financial debt contracted with banks / financial institutions should be declared in this line.

1.1

Convertible bonds

1.1.1

Bonds are claims, not yet taken up, which third parties have acquired on the company, by subscribing a bond issue made by the company for the purpose of raising funds.

1.1.2

These bonds may be converted, on the initiative of the bearer, into a specified number of shares of the same company during a specified period, in light of the conditions laid down by the company raising the bonds at the time of the bond issue.

1.1.3

Corporate policy is that only Alstom SA can issue convertible bonds.

1.2

Other Bonds and notes

The other types of bonds, more complex than convertible bonds are :

Premium bonds : Bonds whose selling price exceeds their par value. The opposite of discount bonds.

Premium bonds convertible into equity : Combination of convertible bonds and premium bonds.

Zero coupon bonds : Bonds for which no periodic interest payment is made, either because they do not bear interest or, because the interest coupons have been detached and negotiated separately. The buyer hopes to receive a return on his investment through the gradual increase in the value of the bond in the period up to its maturity.

Bonds with subscription equity (Bonds with equity warrants): Bonds with detachable warrants which provide the holder with the right to subscribe to a specified number of, as yet, unissued shares in the issuing company under the conditions, deadlines and at a price laid down at the time of the bond issue. The warrant is quoted separately from the bond.

Bonds with subscription bonds (bond with bond warrant): Bonds with detachable warrants which provide the holder with the right to subscribe to a specified number of, as yet, unissued bonds in the issuing company under the conditions, deadlines and at a price laid down at the time of the bond issue. The warrant is quoted separately from the bond.

1.2.1

Corporate policy is that only Alstom SA can issue bonds.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

1.3

Long Term financial debt

This heading covers all loans and debt contracted with financial institutions which have an initial term longer than 12 months.

1.4

Other debts

They are :

deposits received (sum paid by third parties for guarantee of execution of contracts); Bonds received as guarantees are contingent assets

compulsory profit sharing, where the fund is managed by the company itself (minimum employee profit sharing);

all other advances granted by third parties;

debts relating to investments in non-consolidated companies

1.5

Accrued Interest

All related accrued interest should reported in the line LJ120D.

1.6

Short term portion versus long term portion of debt

The short term portion of a long term debt, as defined above (repayable within 12 months) needs to be disclosed separately in column “D11 Within 1 Year” of schedule 9A41 AR374 “Due Date Analysis”. The remaining long term part of the debt needs to be declared in the same schedule under “X00 Xxxx Term portion”.

GENERAL ACCOUNTING POLICY

2.1

Convertible bonds / Other bonds

They are recorded in the balance sheet for the face value to be reimbursed at the maturity date.

On the opening of the subscription, the amounts are accounted in a financial liability account and a suspense account is debited for the same amount.

When funds are actually received, the suspense account is settled by the bank account.

The interests to be paid at the end of the period have to be accounted in a financial interest liability account. They are settled from the balance sheet account and are accounted as “interest expenses” in the “financial income”.

2.2

Debt with financial institution and other debts

2.2.1

They are recorded on the balance sheet for the amount due at the closing date. In addition, if there are interests concerning the period and not paid yet, they have to be accounted as “accrued interest” within “financial debt”.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2.2.2

Related fees such as advertising costs, commissions, are expensed as costs of the periods during which the funds are raised. (see 4.11.9 Other financial Income and Expenses)

2.2.3

At the end of each period, the amount reimbursed is split into principal and interest. Principal amount is debited from the appropriate account in financial liability and the interests are charged as “interest expenses” within “financial income”.

REFERENCE IN CARAT

3.1

Balance Sheet

The borrowing, bonds and notes issued have to be reported monthly on the schedule 9A01/A300 “Balance Sheet – Liabilities” line LJ690N “Borrowings, bonds and notes issued”.

3.2

The Analysis by flow is done monthly on the schedule 9A11/A306 “Financial debts and current liabilities” line LJ690N “Borrowings, bonds and notes issued” :

F15 Variation, F50 Reclas, F60 Transfer between units and SUBCONS Sub consolidation flows : see 6.1 Balance Sheet Presentation.

F99 Closing balance has to be equal to line LJ690N on the schedule 9A01/A300 “Balance Sheet – Liabilities”

3.3

Half-yearly, the borrowings, bonds and notes issued have to be detail by nature on the schedule 9A41/A374 “Analysis of long term debt by nature”.

The flows are :

F15 Variation, F50 Reclass, F60 Transfer between units and SUBCONS Sub consolidation flows : see 6.1 Balance Sheet Presentation.

F99 Closing balance line LJ690Z has to be equal to line LJ690N on the schedule 9A01/A306 “Financial debts and current liabilities”. This column has to be split according to the maturity of the debt :

D11 Within 1 Year :		Due date under (or equal to) 1 year
D07 Long term Portion:		Due date above 1 year

The lines are the detail by nature :

LJ100D		Convertible bonds
LJ105D		Other bonds and notes
LJ110D		Long Term financial debt
LJ115D		Other debt
LJ120D		Accrued interests
LJ690Z		Borrowings, bonds and notes issued LJ690Z = sum from LJ100D to LJ120D.

3.4

Half-yearly, the borrowings, bonds and notes issued have to be detailed by currency and maturity on the schedule 9A41/A376 “Analysis of long term debt by maturity and transaction currency”.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

The maturity are :

D01		Due date < = 1 Year
D02		Due date Year + 1
D03		Due date Year + 2
D04		Due date Year + 3
D05		Due date Year + 4
D06		Due date Year + 5 and beyond
F99		Closing balance

The analysis is done by currency :

EUR		Euro
GBP		British Pound
USD		US Dollar
CHF		Swiss Franc
JPY		Japanese Yen
AUD		Australian dollar
CAD		Canadian Dollar
Code		Other Currency

The total of these lines for the column F99 has to be equal to the line 9A01/A300 “Balance Sheet – Liabilities” line LJ690N.

3.5

Yearly, the Borrowings, Bonds and notes issued have to be declared by nature of interest (fixed or variable), for each currency, and the corresponding average rate of interest provided in column A20 of the schedule 9A43/A384. The long term debt at variable rate needs to be declared in account LJ581D for each currency. The long term debt at fixed rate should be declared in the account LJ582D for each currency. LJ690N is the sum of the long term debt at variable and fixed rates. The total of this line should be equal to the amount for the column F99 on the line 9A01/A300 “Balance Sheet – Liabilities” line LJ690N. The same analysis needs to be done for Short-term borrowings LJ990N.

				A20	F99
Code	Description	Currency	Analysis	Average Rate	Closing Balance
LJ581D	Long Term debt at variable rate
LJ582D	Long Term debt at fixed rate
LJ690N	Borrowings, bonds and notes issued

LJ990N	Short term borrow and bank overdraft

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 4.2 (2)

Closing Net Financial Debt

The Closing Net Financial Debt shall be computed as follows as of Reference Date, and shall be based on the Closing Contractually Adjusted Accounts as defined in the Agreement and on the definitions hereafter:

•

Financial Debts as defined thereafter;

Plus

•

90% (ninety percent) of customers’ advances and deposits bearing interests, including any accrued interests (e.g. relating to contracts in Mexico, India, , …).;

Plus

•

Redeemable subsidies or grants excluding those which should be reimbursed through payment of royalties, if any;

Plus

•

All present and contingent obligations (the “Projected Benefits Obligations” calculated under the guidelines shown in Schedule A) less the fair value of plan assets (if any) related to: Employee Benefits specified in (i) Paragraphs 7 and 8 of the Statement of Financial Accounting Standards No 87 (December 1985), (ii) Paragraphs 6 to 11 of the Statement of Financial Accounting Standards No 106 (December 1990), (iii) Paragraphs 4 and 5 of the Statement of Financial Accounting Standards No 112 (November 1992), and (iv) the Statement of APB 12 (1967). For the avoidance of doubt this definition will be deemed to include the jubilee awards in France and Germany;

Less

•

The 2003 Benefit Amount defined as : M€138.5 plus all present and contingent obligations calculated as at 31 March 2003 using assumptions consistent with those used by ALSTOM in preparing its financial statements as at that date related to: Employee Benefits specified in (i) Paragraphs 4 and 5 of the Statement of Financial Accounting Standards No 112 (November 1992), and (ii) the Statement of APB 12 (1967). For the avoidance of doubt this definition will be deemed to include the jubilee awards in France and Germany;

Plus

•

The difference between the forecasted gross capital expenditure as presented in Schedule B (Gross Capital Expenditures Monthly Schedule) and those actually invoiced by the supplier or delivered and accepted in the normal course of business during the Interim Period (i.e. from April 1, 2003 to Reference Date);

Plus

•

The amount in excess of M€ 7.5 (defined as the Restructuring Franchise) of the difference between the forecasted restructuring charges to be cashed out as presented in Schedule C (Restructuring Expenses Monthly Schedule) and those actually cashed out during the Interim Period (i.e. from April 1, 2003 to Reference Date) if such difference is positive, or the difference itself if such difference is negative;

Plus

•

Dividends to be paid out of the perimeter;

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Less

•

Cash & cash equivalents excluding Restricted Cash as defined hereafter;

Plus or Less

•

The Working Capital Adjustment, as defined in schedule D.

Note: For the avoidance of doubt, the effect of the Reorganization is assumed to be reflected in the Closing Net Financial Debt.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Definitions

“Financial Debts” means the aggregate of the following amounts:

all outstanding debt (including short & long-term debt and current accounts of a financial nature) for borrowed money from third parties and parent or other ALSTOM companies not included in the Perimeter of the Transaction;

ii.

all obligations evidenced by a note, bond, debenture or similar instrument or which are otherwise financial in nature;

iii.

all obligations related to capital leases concluded after March 31, 2003 and not included in Schedule E ;

With respect to lease contracts shown in Schedule E, the financial debt will be increased by an amount calculated, for each lease, as follows:

((Excess of Actual Rental over the Forecasted Rental) / Actual Rental) x Lease Value x (1 – Tax Shield), where :

Actual Rental means the rental costs for the twelve-month period starting at Reference Date as per lease contract between the T&D and the lesser

Forecasted Rental means the costs booked in Rolling Forecast as provided in Schedule E

Lease Value : Capitalized value of the lease at Reference Date

Tax Shield: 5% if the lease contract contains a call option, 17.5% otherwise.

iv.

any financing of accounts receivable or inventory (eg: securitization, discounted notes,…) including those without recourse;

any liability relating to employee profit sharing or equivalent which bears interests;

vi.

any liability relating to retention commitments or any employee specific rights and bonus incurred or to be incurred in connection with the contemplated transaction;

vii.

any “Tender FOREX Contract Settlement” and “T&D FOREX Contract Settlement” as referred to in schedule 6.4. ;

viii.

all obligations to any of the Companies relating to the purchase of shares or any Put option in any company where any of the Companies does not hold 100% of the shares at the Closing date (e.g. India),

ix.

the amount of taxes, fees and any expenses related to (i) the consummation of the transaction contemplated herein and (ii) pre-completion transactions / reorganization;

any liability relating to Country / Management / Group fees to the extent they do not relate to Transitional Services;

xi.

any accrued interests, penalties, premium and any fees or expenses relating to the foregoing.

“Restricted Cash” means

the share of cash net of financial bank debt (ie excluding any debt of a financial nature due to ALSTOM or any other ALSTOM Group companies) held by T&D subsidiaries/entities, relating to shareholders external to T&D

ii.

cash held by T&D subsidiaries/entities in Pakistan, Malaysia, India, Poland and Brazil in excess of M€0.1, M€0.5, M€1.0, M€0.5 and M€1.0 respectively.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

“Operating Working Capital” means the aggregate value (assets/receivables being positive and liabilities/payables being negative), of:

all inventories and contracts in progress, net of valuation allowances;

ii.

all advances paid to suppliers;

iii.

trade receivable and other receivables, net of provisions, including securitized, factored or discounted trade receivables and trade receivables from other ALSTOM entities, but excluding any amounts receivable related to current accounts, either with third parties or with other ALSTOM entities, which are of a financial nature;

iv.

all deposits and advances from customers, excluding those bearing interests;

trade payables, including those payable to other ALSTOM entities;

vi.

other payables, including “contract completion” / “accrued contracts costs” liabilities, but excluding current accounts, either with third parties or with other ALSTOM entities, which are of a financial nature;

For the avoidance of doubt:

•

Items i. to vi. will exclude all items currently considered elsewhere in the Net Financial Debt, as well as any deferred tax assets and liabilities,

•

Trade receivables from other ALSTOM entities and trade payables to other ALSTOM entities will include all receivables and payables outstanding between the “Entities carrying out the T&D Activities”, on the one hand, and members of the Seller’s Group, on the other hand, in respect of intra-ALSTOM group trading activities in the ordinary and usual course of trading but exclude any amount of a financial nature.

•

Operating Working Capital at Reference Date will be calculated on the same scope / perimeter as that at March 31, 2003 for the purpose of the 2003 Accounts.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE A – Guidelines for the calculation of the Projected Benefits Obligations

This schedule sets out the Actuarial Valuation Method and the Actuarial Assumptions to be used in calculating the Projected Benefits Obligations .

Immediately after the date of signature of the Agreement, the Seller shall cause its actuary to prepare a statement (the 2003 Benefit Statement) including the calculation of the 2003 Benefit Amount and providing sufficient detail on the said calculation, to the reasonable satisfaction of the Purchaser. The Seller shall deliver the 2003 Benefit Statement to the Purchaser no later than November 14, 2003. For the purpose of this calculation, the costs of its actuary will be met by the Seller.

The Projected Benefits Obligations as at Reference Date will be calculated based on a complete actuarial valuation performed with membership data as at Reference Date. Unless agreed otherwise between the Parties, the Seller and the Purchaser will jointly commission Towers Xxxxxx in France, Germany, Austria, USA and Canada and Xxxxxx Bacon & Xxxxxxx elsewhere (both firms being referred hereafter as the “Actuaries”) to carry out the said calculations in accordance with this Schedule and report jointly to the Seller and the Purchaser[, it being understood that the fees charged by the Actuaries should be considered reasonable by both Parties]. For the avoidance of doubt, membership data as at Reference Date should be based on pro forma headcount, assuming the Reorganization Plan (as described in Schedule 6. 2. (1)) is completed. For the Non-Transferred T&D Activities (as defined in Clause 6.2.1 of the Agreement), proforma headcount should be agreed between the Seller and the Purchaser prior to the commencement of the calculations by the Actuaries. For the purpose of this valuation, the costs of the Actuaries will be met equally by the Seller and the Purchaser.

Actuarial Valuation Method

For countries listed in the table below, the Projected Benefits Obligations will be calculated in accordance with (i) the requirements of the Statement of Financial Accounting Standards No 87 (December 1985), (ii) the Statement of Financial Accounting Standards No 106 (December 1990), (iii) the Statement of Financial Accounting Standards No 112 (November 1992) and (iv) the Statement of APB 12 (1967) and based on the Actuarial Assumptions described below.

For other countries, the Projected Benefits Obligations will be calculated using the approach consistently adopted by ALSTOM under the relevant local GAAP for the country concerned.

Actuarial Assumptions

The Actuarial Assumptions used to measure the Projected Benefits Obligations will be identical to those used by ALSTOM for the fiscal year-end disclosures as at March 31, 2003, except as follows: for the countries listed in the table below, the liability discount rate to be used will be the value of the Pension Index as defined in the table below as at Reference Date.

Country		Pension Index
Euro Zone Countries: Austria, France, Germany		Annual Weighted yield on iBoxx AA All Stock 10+ Index (source: UBS Warburg) + 0.35%

Norway		Government bond yield 7-10 years (source: Xxxxxxx Xxxxx) + 0.75%

USA		Xxxxx’x XX Index – approximate duration 11-13 (source: Xxxxx’x Investors Service)+ 0.12%

Canada		Government bond yield : long term series B14072 (source Bank of Canada) + 1.33%

Australia		Government bond yield 10 years Index (source: Xxxxxxx Xxxxx ) + 0.60%

India		Short term interest rate (source : The Economist) plus 3.53%

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE B – Gross Capital Expenditures Monthly Schedule

Reference Date		Gross Cumulative Capital Expenditures
31 December, 2003		M€ 42.75
31 January, 2004		M€ 47.5
29 February, 2004		M€ 52.25
31 March, 2004		M€ 57

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE C – Restructuring Expenses Monthly Schedule

Reference Date		Gross Cumulative Restructuring Expenses
31 December, 2003		M€ 77.25
31 January, 2004		M€ 85.83
29 February, 2004		M€ 94.42
31 March, 2004		M€ 103

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE D – Working Capital Adjustment

If the Operating Working Capital (“OWC”) is:

•

lower than M€390, the Working Capital Adjustment is equal to: M€390 minus OWC plus M€12.5: Increase of the Net Financial Debt,

•

between M€390 and M€415, the Working Capital Adjustment is equal to 50% of the difference between M€415 and the OWC: Increase of the Net Financial Debt,

•

between M€415 and M€440, the Working Capital Adjustment is equal to 50% of the difference between the OWC and M€415, Decrease of the Net Financial Debt,

•

higher than M€440, the Working Capital Adjustment is equal to: OWC minus M€440 plus M€12.5: Decrease of the Net Financial Debt.

For the purposes of this adjustment, the OWC at Reference Date will be calculated on the same scope / perimeter as that at March 31, 2003 for the purpose of the 2003 Accounts.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE E

Country	Site	Date of sale	Current Tenant	Unit (carat)	Costs booked in Rolling Forecast (k€)

*SALE & LEASE BACKS CONCLUDED SINCE APRIL 1st 2004*

Belgique	Dison	24/04/2003	ALSTOM T&D Xxxxxxx XX	0000	500

				*Total Xxxxx*	*500*

Espagne	Madrid	24/04/2003	ALSTOM T&D SA Soc. Unipersonal	3361	173
				3362	25
				3360	118
				3521	34
				5157	25
				3656	46

				*Total Madrid*	*421*

France	Montpellier-Pinville	24/04/2003	ALSTOM T&D XX	0000	652

				*Total Pinville*	*652*

	Montpellier-Fabrègues	24/04/2003	ALSTOM T&D XX	0000	267

				*Total Fabrègues*	*267*

	Saint-Priest	24/04/2003	ALSTOM T&D SA	3135	350
				4528	0

				*Total Saint-Priest*	*350*

	Saint-Soupplets	24/04/2003	ALSTOM T&D XX	0000	140

				*Total Saint-Soupplets*	*140*

	Petit Quevilly	24/04/2003	ALSTOM T&D SA	3143	749
				3137	262

				*Total Petit Quevilly*	*1 011*

	Massy	24/04/2003	Kléber 9	3148	1170
				4814	696

				*Total Massy*	*1 946*

	Saint-Ouen	Sep 15 to D	ALSTOM T&D XX	0000	2780

				*Total Saint-Ouen*	*2780*


*UK SALE & LEASE BACKS CONCLUDED DURING THE FY ENDED ON MARCH 31, 00*

XX	Xxxxxxxxx Xxxx	12/12/2002	ALSTOM T&D Ltd	3417	589
				3414	51
				3413	98
				3416	102
				3525	163
				5150	144
				3455	216

				*Total Xxxxxxxx-Lichfield Rd*	*1364*

	St Xxxxxxx Works	12/12/2002	ALSTOM T&D Ltd	3415	531
				3416	9
				3525	118
				4819	10

				*Total Xxxxxxxx-St Xxxxxxx Works*	*000*

	Xxxxxx Xxxxxx	12/12/2002	ALSTOM T&D Ltd	3414	58

				*Total Xxxxxxxx-Xxxxxx Street*	58

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 5.1.2 (1)

•

Canada

•

Mexico

•

Turkey

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 5.1.2 (2)

none

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 5.2.2(i)

[DRAFT COUNSEL’S OPINION TO BE RENDERED

IN RESPECT OF EACH JURISDICTION IDENTIFIED IN SCHEDULE 3.2 (1)]

AREVA,

Société de participations du Commissariat

à l’Energie Atomique,

00-00 xxx Xx Xxxxxxxx,

00000 Xxxxx

• • 2003

Dear Sirs

Reorganisation of the T&D Activities of the ALSTOM Group : [jurisdiction]

We have acted as [ ] legal advisers to ALSTOM and ALSTOM Holdings S.A. (“AHSA” and, together with ALSTOM, the “Seller”) in connection with:

(a)

the dated 25 September 2003 between (1) AHSA (2) ALSTOM, and (3) Yourselves (the “SPA”);

(b)

[OTHER SPECIFIC AGREEMENTS]

We have been requested by the Seller to address this opinion to you pursuant to Clause 5.2.2(i) of the SPA. Terms defined in the SPA and not otherwise defined in this opinion shall have the same meaning, unless the context otherwise requires.

For the purposes of giving this opinion, we have examined the following documents:

(a)

a certified copy of the SPA;

(b)

[a certified copy of the updated Reorganisation Plan approved by the Reorganisation Committee]

(c)

originals or certified copies of the agreements and other documents listed in Appendix 1 relating to the transactions or agreements identified in the Reorganisation Plan as being necessary for completing the Reorganisation in [ ] (the “Reorganisation Documents”);

(d)

[originals of the certificates of which copies are attached as Appendix 2 (the “Officers’ Certificates”) addressed to ourselves by the officers of the [Companies] listed in Appendix 3 (the “Companies”);]

(e)

[OTHER DOCUMENTS EXAMINED IN RELATION TO THE COMPANIES; STATUTS, EXTRAITS KBIS, etc.]

Based on the foregoing, and in reliance thereon, and subject to the assumptions and qualifications set out below, we are of the opinion that:

Existence of Companies

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

(a)

each of the Companies is duly incorporated with limited liability and is validly existing under the laws of [ ]. Each of the Companies has the necessary corporate capacity and power to enter into those of the Reorganisation Documents to which it is a party and to exercise its rights and perform its obligations thereunder. All corporate and other action required to be taken by each of the Companies to authorise the execution of the Reorganisation Documents to which it is a party have been duly taken. Each of the Reorganisation Documents to which a [ ] Company is a party has been duly executed and delivered on that Company’s behalf;

Execution of Reorganisation Documents by Companies

(b)

the Reorganisation Documents identified in Appendix 1 as being governed by [ ] law (the “[ ] Law Agreements”) constitute valid and legally binding obligations of each of the Companies which is a party thereto enforceable under the laws of [ ];

(c)

[subject to each of the Reorganisation Documents identified in Appendix 1 as being expressed to be governed by laws other than the laws of [ ] (the “Foreign Law Agreements”) being in a proper legal form under the laws by which it is expressed to be governed and the obligations of each relevant Company thereunder constituting valid and legally binding obligations enforceable under the laws of the relevant jurisdiction, then there is no reason under the laws of [ ] why the obligations of each of the Companies contained in any Foreign Law Agreement to which it is a party will not constitute valid and legally binding obligations of that Company enforceable against it under the laws of [ ];]

Share Capital of Companies, title to Shares

(d)

each of the Companies has the share capital specified in Appendix 3, divided into shares as set out therein (the “Shares”) :

(i)

the Shares are not the subject of any pre-emptive or other rights to acquire the same conferred upon any holders thereof by the by-laws of the relevant Company or by any generally applicable provision of the laws of [ ];

(ii)

the Shares are duly and validly authorised and issued and fully paid up and are currently owned as set out in Appendix 3;

(iii)

each transfer of Shares contemplated by any [ ] Law Agreement has been validly and legally completed; and

(iv)

good and unencumbered title to the relevant Shares has been vested in the relevant transferee.

Asset Transfers

(e)

The transfers of assets (the “Assets”) identified in Part 3 of Appendix 1 pursuant to any [ ] Law Agreement have been validly and legally completed and have become effective.

etc.[THE OPINION WILL BE SUBJECT TO USUAL ASSUMPTIONS AS TO MATTERS OF FACT AND QUALIFICATIONS AS TO MATTERS OF LAW].

This opinion is given on the basis that it is to be governed by, and construed in accordance with, [ ] law. It is addressed to the addressee set out on page 1 and is solely for its benefit for the purposes

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

of the SPA. This opinion may not be relied upon by such addressees for any other purpose and may not be disclosed or quoted to or relied upon by any other person, firm or corporation for any purposes without our prior written consent.

Yours faithfully,

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Appendix 1

The Reorganisation Documents

PART 1. General

Document N°

Description

1.1

Final Plan of the Reorganisation

1.2

Structure Chart showing the Companies after Completion of the Reorganisation

Part 2. Share Transfers

Issuer

Description

Transferor

Transferee

Number and
nominal value
of shares

Percentage

of Issuer’s
Share Capital

Governing

Law

Date

2.1

[Jurisdiction]

2.1.1

Part 3. Asset Transfers

3.1

[Jurisdiction]

Description

of Assets

Transferor

Transferee

Governing

Law

Date

Formalities and
other steps required
to perfect transfer

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Appendix 2

Officers’ Certificates

Number

Name of

Company

Signatures and Capacity

Reorganisation
Documents
concerned [Cross
reference to
Appendix 1]

Date

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Appendix 3

The Companies

Number	Name	Registered Address	Share Capital and Division thereof	Number of Shares and percentage of Share Capital by each Shareholder
1. [Jurisdiction]
1.1
1.2 etc.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 6.2.1(1)

Project TROUT

Reorganisation Plan

as of

SEPTEMBER 24, 2003

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

INDEX

Notice

List of countries

Reorganisation plans for countries in Category A

Reorganisation plans for countries in Category B

Appendix:

List of the shareholders other than ALSTOM

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

NOTICE

CONTEXT

This document presents the reorganisation which should take place for the prospective disposal of the T&D Sector of ALSTOM (T&D) to AREVA.

STRUCTURE OF THE DOCUMENT

For the sake of clarity, ALSTOM has broken down the countries where T&D operates into two categories:

—

Category A consists of the countries where T&D activity is carried out in a dedicated legal entity or where dedicated reporting (CARAT) units do exist

—

Category B consist of the countries where T&D activity is of a representative or commercial nature and is carried out neither in a dedicated legal entity nor in a dedicated reporting (CARAT) units, but consist mainly of people and their related assets . Choice between legal entity, branch or Representative Office to be discussed with Purchaser between signing and Closing.

The reorganisation of each country is presented in a dedicated section which presents:

—

The contemplated transactions

—

The open options – where appropriate

—

The CARAT reporting structure of the legal perimeter.

It has to be emphasised that the CARAT reporting structure is the one prevailing at June 30, 2003. As this structure reflects the management organisation of T&D, it is subject to on going modifications. Carat units might indeed be closed down, formed or merged as a result of the way T&D decides to manage and to monitor the business. Consequently the CARAT structure is necessarily different from one financial period to another; this does not necessarily mean that the economic and legal perimeter of T&D has changed but rather that the way the management looks at it has evolved.

The Company designated as T&D Holding in this document is “T&D Holding Etranger” a French Société Anonyme fully owned by ALSTOM Holdings and registered on September 2, 2003 with a share capital of 37 000 euros. It is also referred to as “Newco” in various sections of the Sale and Purchase Agreement which is being negotiated by ALSTOM and AREVA at the moment this document is prepared.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

LIST OF COUNTRIES

COUNTRIES	SECTION	Cat A	Cat B
Argentina	1	X
Australia	2	X
Austria	3	X
Belgium	4	X
Brazil	5	X
Canada	6	X
Xxxxx	0	X
Xxxxx	0	X
Xxxxxxxx	0	X
Xxxxx Xxxxxxxx	10		X
Egypt	11	X
Estonia	12		X
Finland	13		X
France	14	X
Germany	15	X
Greece	16	X
Hungary	17	X
India	18	X
Indonesia	19	X
Iran	20	X
Ireland	21		X
Italy	22	X
Japan	23	X
Korea	24		X
Latvia	25		X
Lithuania	26		X
Malaysia	27	X
Malta	28	X
Mexico	29	X
Morocco	30		X
Netherlands	31	X
New Zealand	32	X
~~Nigeria~~	33	X
Norway	34	X
Pakistan	35	X
Panama	36		X
Poland	37	X
Portugal	38		X
Russia	39	X
Singapore	40	X
Xxxxxxxx	00	X
South Africa	42	X
Spain	43	X
Sweden	44	X
Switzerland	45	X
Thailand	46	X
Tunisia	47	X
Turkey	48	X
United Kingdom	49	X
USA	50	X
Xxxxxxxxx	00	X
U.A.E.	52	X
DIVERS	53		X
I T C	54

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

CATEGORY A COUNTRIES

COUNTRIES		SECTION
Argentina		1
Australia		2
Austria		3
Belgium		4
Brazil		5
Canada		6
Xxxxx		0
Xxxxx		0
Xxxxxxxx		0
Xxxxx		11
France		14
Germany		15
Greece		16
Xxxxxxx		00
Xxxxx		18
Indonesia		19
Iran		00
Xxxxx		00
Xxxxx		00
Xxxxxxxx		27
Xxxxx		00
Xxxxxx		00
Xxxxxxxxxxx		31
New Zealand		32
~~Nigeria~~		33
Norway		34
Xxxxxxxx		00
Xxxxxx		00
Xxxxxx		00
Xxxxxxxxx		00
Xxxxxxxx		00
Xxxxx Xxxxxx		42
Spain		43
Xxxxxx		00
Xxxxxxxxxxx		45
Thailand		46
Xxxxxxx		00
Xxxxxx		48
United Kingdom		49
USA		50
Venezuela		51
U.A.E.		52

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

1. Argentina

•

Transactions

Creation of an Argentinean Newco by T&D Holding

Transfer to the Argentinean Newco of all assets, liabilities and employees relating to the T&D Sector of ALSTOM Argentina A.S.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
ARGENTINA	7004	7004—ALSTOM Argentina SA	Carve out & asset deal
	0000	XXX XXX Xxxxxx Xxxxx Xxxxxxxxx
	Z3006	NOT DEPLOYED—TPB AAR Buenos Aires AR	Inactive

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

2. Australia

•

Transactions

2.1

Creation of an Australian Newco (ALSTOM T&D Australia Ltd) by T&D Holding.

Sale to the Australian Newco (ALSTOM T&D Australia Ltd) of all assets, including the Rocklea land and buildings, all liabilities and all employees relating to the T&D Sector of ALSTOM Australia Ltd.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
AUSTRALIA	7337	7337—ALSTOM Australia	Carve out & asset deal
	3810	TDS ATS Service Sydney Australia

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

3. Austria

•

Transactions

3.1	a.	Sale by ALSTOM Holdings of 4 950 shares representing 99 % of ALSTOM Austria AG to T&D Holding.
	b.	Sale by ALSTOM Switzerland AG of 50 shares representing 1% of ALSTOM Austria to T&D Holding.
3.2	Automatic transfer of the 500 shares of Sliver Machine AS owned by ALSTOM Austria AG (see Czech Republic – no action)

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	Carat name	Comment
AUSTRIA	7017	7017—ALSTOM Austria AG	Share deal
	3017	MVB MSO Linz Austria
	3018	EAI PCO Linz Austria
	3020	TDS OSL Service Linz Austria
	3021	ISCO CCA Shared Service Austria
Czech Rep		Sliver Machine AS	500 shares (minority shareholder) Owned by A. Austria AG.
		No specific CARAT reporting	Automatic transfer

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

4. Belgium

•

Transactions

4.1		Creation by T&D Holding of 2 Belgium Newcos.
4.2		Transfer to Belgium Newco 1 of all assets, liabilities and employees relating to the T&D Sector of ALSTOM T&D Belgium SA.
4.3.1.1		Transfer to Belgium Newco 2 of all assets, liabilities and employees relating to the T&D Sector of ALSTOM Belgium SA
4.4	a.	NOTE: the Sale & Purchase of SERVICES TECHNIQUES BALTEAU SA is no longer part of this transaction as the sole activity of this company is to own and rent the land and buildings of Beyne Heusay whose ownership is retained by ALSTOM

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
BELGIUM	7020	7020—ALSTOM T&D Belgium	Carve out & asset deal
	3034	MVB EIB Dison Belgium
BELGIUM	7023	7023—ALSTOM Belgium SA	Carve out & asset deal
	3025	MVB RDB Liege Belgium
	3026	HVB RMB Liege Belgium

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

5. Brazil

•

Transactions

5.1		Creation of a Brazilian Newco by ALSTOM Brazil Ltd.
5.2		Spin off of ALSTOM Elec SA – all assets except land and buildings, all liabilities, and all employees relating to T&D activities contributed into Brazilian Newco
5.3		Drop Down by ALSTOM Brazil Ltda – of all assets, liabilities, and employees relating to the T&D sector contributed into Brazilian Newco
5.4		Sale by ALSTOM Brazil Ltd to T&D Holding of the shares of Brazilian Newco.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
BRAZIL	7032	7032—ALSTOM Brazil Ltda	Carve out & asset deal
	3039	MVB ABM Sao Paolo Brazil
	3040	MVB RDI Itajuba Brazil
	3041	TDS BSC Service Xxxxxxxx Xxxxxx
	0000	XXX XXX Xxx Xxxxx Xxxxxx
	3043	HVB BAT Sao Paolo Brazil
	3044	HVB RMG Xxxxxxx Xxxxxx
	0000	XXX ABS Sao Paolo Brazil
BRAZIL	7482	7482—ALSTOM ELEC SA	Carve out & Asset deal
	3824	PTB TCT Porto Alegre Brazil
	4549	TDS BPP PT Service Porto Alegre Brazil

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

6. Canada

•

Transactions

Creation of a Canadian Newco by T&D Holding

Transfer to the Canadian Newco of all assets, liabilities and employees relating to the T&D Sector of ALSTOM Canada Inc.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
CANADA	7303	7303—ALSTOM Canada Inc.	Carve out & asset deal
	0000	XXX XXX Xxxxxxxx Xxxxxx
	0000	XXX XXX Xxxxxxxx Xxxxxx
	3060	HVB TDC La Prairie Canada
	4525	TDS CHQ HV Service La Prairie Canada
	4539	Z TDS CMM MV Service Montreal Canada	Inactive

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

7. Chile

•

Transactions

Creation of a Chilean Newco by T&D Holding

Transfer to the Chilean Newco of all assets, liabilities and employees relating to the T&D Sector of ALSTOM Chile SA

ALSTOM Power Tocopilla Ltda to sign with ALSTOM T&D SA (France) a “contrat de commissionnaire” on the Tocopilla Project.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
CHILE	7039	7039—ALSTOM Chile SA	Carve out & asset deal
	3694	TDS CDS Trading Santiago Chile
CHILE	7508	7508—ALSTOM Power Tocopilla Limitada	Contrat de commissionnaire
	5144	TPB SSE Substat Ext Ancoa&Charrua Chile

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

8. China

•

Transactions

8.1		ALSTOM DBD Instrument Transformer Co., Ltd is under liquidation (no transfer). T&D management to complete the liquidation in agreement with ALSTOM (China) Investment Co.

8.2		Sale by ALSTOM (China) Investment Co., Ltd of shares representing 52 % of ALSTOM Shanghai Transformer Co., Ltd to T&D Holding

8.3	a.	Sale by ALSTOM Holdings of 599 shares representing 99.83 % of ALSTOM T&D Ltd to T&D Holding

	b.	Sale by Xx Xxxx XXXX XXX XXXX of 1 share of ALSTOM T&D Ltd to T&D Holding

8.4		Sale by ALSTOM (China) Investment Co., Ltd of shares representing 59 % of ALSTOM T&D Shanghai Power Automation Co., Ltd to T&D Holding

8.5		Sale by ALSTOM (China) Investment Co., Ltd of shares representing 80 % of ALSTOM T&D Suzhou High Voltage Switchgear Co., Ltd to T&D Holding

8.6		Sale by ALSTOM (China) Investment Co., Ltd of shares representing 100 % of ALSTOM T&D Switchgear (Beijing) Co., Ltd to T&D Holding

8.7		Sale by ALSTOM Holdings of shares representing 58 % of Suzhou ALSTOM T&D Switchgear Ltd to T&D Holding

8.8		Transfer of employees of ALSTOM China to 8.3 or opening of xxx.xxxxxx of ALSTOM T&D SA.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	% of ALSTOM	ALSTOM parent	Comment
CHINA	7040	7040—ALSTOM T&D Ltd	100%	A. Holdings SA	Share deal
	3071	TDS HDK Hong Kong Trading China

CHINA	7042	7042—Suzhou ALSTOM T&D Switchgear Ltd	58%	A. Holdings SA	Share deal
	0000	XXX XXX Suzhou China

CHINA	7473	7473—ALSTOM Shangai Transformer Co Ltd	52%	A. (China) Investment Co.	Share deal
	3798	PTB AST Shanghai China

CHINA	7695	7695—ALSTOM T&D Shangai Power Automat. Co Ltd	59%	A. (China) Investment Co.	Share deal
	4813	EAI PCW Shangai China

CHINA	7721	7721—ALSTOM T&D Beijing Switchgear Co Ltd	100%	A. (China) Investment Co.	Share deal
	5142	MVB MBC Beijing China

CHINA	7732	7732—ALSTOM T&D Suzhou High Voltage Switch Co Ltd	80%	A. (China) Investment Co.	Share deal
	5149	HVB SHV Suzhou China

		ALSTOM DBD Instrument Transformer Co Ltd	51%	A. (China) Investment Co.
		No specific CARAT Reporting			No activity as being liquidated

		ALSTOM China	100%		Transfer of employees
		No specific CARAT Reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

9. Colombia

•

Transactions

9.1		Sale by ALSTOM Holdings of 4 193 380 110 shares representing 63.81 % of ALSTOM T&D SA to T&D Holding.

9.2	a.	Sale by LORELEC ⁽¹⁾ of 60 918 021 shares representing 0.93 % of ALSTOM T&D SA to T&D Holding.

	b.	Sale by LORELEC ⁽¹⁾ of 1 share of ALSTOM T&D SA to ALSTOM T&D SA.

9.3	a.	Sale by COMELEX ⁽¹⁾ of 1 218 359 shares representing 0.02% of ALSTOM T&D SA to T&D Holding.

	b.	Sale by COMELEX ⁽¹⁾ of 1 share of ALSTOM T&D SA to ALSTOM Parafoudres SA.

9.4	a.	Sale by MABELEC ⁽¹⁾ of 1 218 359 shares representing 0.02 % of ALSTOM T&D SA to T&D Holding.

	b.	Sale by MABELEC ⁽¹⁾ of 1 share of ALSTOM T&D SA to ALSTOM Equipement Basse Tension SA.

9.5	a.	Sale by ETOILE KLÉBER ⁽¹⁾ 96 778 shares representing 0.02 % of ALSTOM T&D SA to T&D Holding.

	b.	Sale by ETOILE KLÉBER ⁽¹⁾ 1 share of ALSTOM T&D SA to ALSTOM Protection & Contrôle.

9.6		Automatic transfer through the sale of ALSTOM T&D SA (France – see section 14) of 2 314 872 635 shares representing 35.27 % of ALSTOM T&D SA (Colombia), (no action).

Note

⁽¹⁾Holding company fully owned by the ALSTOM group

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
COLOMBIA	7047	7047—ALSTOM T&D SA Colombia	Share deal

	3076	EDS ACM Distribution Systems Colombia

	3079	TPB ACS Bogota Colombia

	Z3077	NOT DEPLOYED—ACS TB Santafe Bogota Col	Inactive

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

11. Egypt

•

Transactions

11.1	a	Carve out from ALSTOM Egypt SAE of its non-T&D activities (Transport and Power) and transfer in ALSTOM International Egypt SAE.

	b	Sale by ALSTOM International Egypt SAE of 52 754 shares representing 99.80 % of ALSTOM Egypt SAE to Egyptian Holding to be created by T&D Holding.

	c	Sale by Samia El Kadi and Hakki Aref of each 50 shares to [?].

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
EGYPT	7521	7521—ALSTOM Egypt S.A.E	Share deal

	3821	TPB ETS Cairo Egypt

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

14. France

•

Transactions

14.1	a.	Sale by ALSTOM Holdings of 134 244 shares representing 99.9 % of ALSTOM Parafoudres SA to T&D Holding.

	b.	Sale by ÉTOILE KLÉBER of 1 share in ALSTOM Parafoudres SA to ALSTOM T&D SA.

14.2	a.	Sale by ALSTOM Holdings of 152 494 shares representing 99.9 % of ALSTOM T&D Equipements Basse Tension SA to T&D Holding.

	b.	Sale by ÉTOILE KLÉBER of 1 share in ALSTOM T&D Equipements Basse Tension SA to ALSTOM T&D SA.

14.3	a.	Sale by ALSTOM Holdings of 999 994 shares representing 99.9 % of ALSTOM T&D Protection & Contrôle SA to T&D Holding.

	b.	Sale by ÉTOILE KLÉBER of 1 share in ALSTOM T&D Protection & Contrôle SA to ALSTOM T&D SA.

14.4	Sale by ALSTOM Holdings of 139 994 shares representing 99.9 % of ALSTOM T&D Transformateurs de Mesure SA to T&D Holding.

14.5	Sale by ALSTOM Holdings of 480 shares representing 48 % of GIE COGELEX ALSTHOM to T&D Holding.

14.6	a.	Sale by ALSTOM Holdings of 1244 shares representing 99.9 % of Laboratoire Oskman Seraphin to T&D Holding.

	b.	Sale by each of MM. Couteret, Lepage, … of 1 share each. No need as T&D employees.

14.7	DELETED.

14.8	a.	Sale by ALSTOM Holdings of 4 654 875 shares representing 99.9 % of ALSTOM T&D SA to T&D Holding.
	b.	Sale by ALSTOM Kléber Eleven of 1 share in ALSTOM T&D SA to [ ].
	c.	Sale by ÉTOILE KLÉBER of 1 share in ALSTOM T&D SA to [ ].
	d.	Sale by XXXXXX XXXXXX of 1 share in ALSTOM T&D SA to [ ].

14.9	Transfer by ALSTOM T&D to ALSTOM Holdings of 616.400 shares representing 9.1 % of ALSTOM Kleber Sixteen (following the contribution of the Saint-Ouen real-estate effective on September 15.2003) through a payment in kind of dividend.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

•

Summary of the legal perimeter

Legal Perimeter	Share deal	% of ALSTOM Shareholding	ALSTOM Parent	Other shareholders	Weight of T&D
ALSTOM Parafoudres	YES	100%	A. Holdings	N/A	100%

ALSTOM T&D Equipements Basse Tension	YES	100%	A. Holdings	N/A	100%

ALSTOM T&D Protection et Contrôle	YES	100%	A. Holdings	N/A	100%

ALSTOM T&D Transformateurs de Mesure	YES	100%	A. Holdings	N/A	100%

Laboratoire Xxxxxx Xxxxxxxx	YES	100%	A. Holdings	N/A	100%

ALSTOM T&D	YES	100%	A. Holdings	N/A	100%

GIE COGELEX	YES (direct & indirect)	96%	A. Holdings - 48% A. T & D - 48%	Nexans - 4%	100%

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
FRANCE	7082	7082—ALSTOM T&D SA	Share deal
	3128	MVB UDE Consolidation France
	3129	CSO UCO Levallois France
	3130	ISCO TDO Shared Service France
	3132	TDS TDS Service Consolidation Xxxxxx
	0000	XXX CUN Consolidation France
	3135	TPB ERT Levallois France
	3137	PTB TFQ Petit Quevilly France
	3138	HVB URM Consolidation Levallois France
	3139	MVB AMT Macon France
	0000	XXX XXX Xxxxxxxxx Xxxxxx
	3141	MVB COM Montpellier France
	3143	MVB TPQ Petit Quevilly France
	3144	EAI PCV Villeurbanne France
	3145	HVB AHT Villeurbanne France
	3146	HVB CLF Consolidation Levallois France
	3147	HVB BHT Aix xxx Xxxxx France
	3148	EAI EME Massy France
	3149	PTB COS Xxxxxxxxxxxxx Xxxxxx
	0000	XXX XXX Xx Xxxxx Xxxxxx
	3151	PTB TSO Saint Ouen France
	3152	TDS FPV PT Service Venissieux France
	3156	ISCO RCF Levallois France
	3157	ISCO RCO Consolidation France
	3537	CSO CGW Levallois France
	3655	HVB CNO Consolidation Levallois France
	3801	EDS DSF Distribution Systems France
	3804	EAI EMO Consolidation France
	4517	TDS FHV HV Service Villeurbanne France
	4518	TDS FHA HV Service Aix Xxx Xxxxx France
	4528	TDS FTL TP Service Levallois France
	4533	TDS FMM MV Service Macon France
	4551	Z TDS FSL Service Levallois France	Inactive
	4568	EDS UDS Consolidation France
	4814	TPB EQF Energy Quality Conv.Syst. France
	4815	MVB UCC Consolidation France
	4816	MVB UCS Unité Conso. Switchboard France
	4817	MVB UCT Conso Inst. & Distrib Transfo Fr

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Country	Carat Code	CARAT name	Comment

FRANCE	7093	7093—ALSTOM T&D Protection & Controle SA	Share deal
	3127	EAI PCL Lattes France
	3654	EAI PCX Business Management France

FRANCE	7108	7108—ALSTOM Parafoudres SA	Share deal
	3116	MVB APF Bagneres France

FRANCE	7476	7476—Laboratoire Xxxxxx-Xxxxxxxx	Share deal
	3802	TDS FPT PT Service Toulouse France

FRANCE	7062	7062—ALSTOM T&D Transformateurs de Mesure SA	Share deal
	3158	HVB RMF Montrouge France

FRANCE	7080	7080—ALSTOM T&D EBT SA	Share deal
	3750	MVB EBT Chalon France
	4534	TDS FMC MV Service Chalon France

FRANCE		GIE CO GELEX	Share deal
		No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

15. Germany

•

Transactions

15.0		Creation by T&D Holding of a German Holding Newco.
15.1		Sale by ALSTOM Xxxxxxxxxxxxxx XxxX xx xx 000 000 shares representing 39% of SPE ALSTOM SA de CV (Mexique) to [ALSTOM].
15.2		Sale by ALSTOM GmbH of 1 share representing 100 % of ALSTOM Sachenwerk GmbH which owns 98.3 % of ALSTOM Sverdlovsky Elektromechanical Plant (Russia) (see also 39) to the German Holding Newco.
15.3		Sale by ALSTOM GmbH of 1 share representing 100 % of ALSTOM Schorch Transformatoren GmbH to the German Holding Newco.
15.4		Automatic Transfer of 1 share representing 100 % of Schorch Altersversorgung GmbH owned by ALSTOM Schorch Transformatoren (no action).
15.5		Sale by ALSTOM GmbH of 1 share representing 100 % of ALSTOM Vakuumschalttechnik GmbH to the German Holding Newco.
15.6		Sale by ALSTOM GmbH of all the shares representing 100% of ALSTOM Energietechnik GmbH to the German Holding Newco.
15.7		Automatic Transfer of the shares of ALSTOM T&D SA (Poland) owned by ALSTOM Energietechnik GmbH (no action).

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

•

Summary of the legal perimeter

LEGAL PERIMETER

Share
deal

% of
ALSTOM
Shareholding

ALSTOM Parent

Other
shareholders

Weight of
T&D

Comment

ALSTOM Sachsenwerk GmbH

YES

100%

A. GmbH

N/A

100%

ALSTOM Energietechnik

YES

100%

A GmbH

N/A

100%

ALSTOM Schorch Transformatoren

YES

100%

A GmbH

N/A

100%

ALSTOM Vakuumschalttechnik GmbH

YES

100%

A. GmbH

N/A

100%

SCHORCH Altersversorgnung GmbH

YES

(indirect)

100%

X. Xxxxxxx Tr.

N/A

100%

Pension fund-like company relating to Schorch Transformatoren

ALSTOM Sverdlosvsky Electromechanical Plant (ZAO ALSTOM SEMZ)

YES

(indirect)

98,37%

ALSTOM Sachsenwerk
GmbH

Russian
workers

100%

ALSTOM T&D SA (Poland)

YES
(indirect)

100,0%

Alstom Switz. Ltd.18,7%

Alstom Energietech. 13,44%
Alstom Holdings 67,83%

N/A

100%

Respective perecntages of the ALSTOM companies subject to administrative regularisation

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
GERMANY	7121	7121—ALSTOM Energietechnik GmbH	Share deal
	3227	EDS DSG Distribution Systems Germany
	3228	EDS DEG Distributed Energy Germany
	3229	ISCO AGZ Shared Service Germany
	3230	EAI AFS Frankfurt Germany
	3231	HVB AGK Xxxxxx Xxxxxxx
	0000	XXX BPS Frankfurt Germany
	3234	TPB AFH Frankfurt Germany
	3235	TDS DSW Service Weinheim Germany
	0000	XXXX XXX Xxxxxxxxx Xxxxxxx
	3651	Z TDS DNF NetworkService Frankfurt Germany	Inactive
	4516	TDS DHK HV Service Kassel Germany
	4527	Z TDS DTD TP Service Dresden Germany	Inactive
	4541	Z TDS DSF Service Frankfurt Germany	Inactive
	4985	TPB EQG Energy Quality Conv Syst Germany
GERMANY	7124	7124—ALSTOM Sachsenwerk GmbH	Share deal
	3244	MVB AGS Regensburg Germany
	4531	TDS DMR MV Service Regensburg Germany
GERMANY	7125	7125—ALSTOM Schorch Transfomatoren GmbH	Share deal
	3247	PTB AGM Monchengladbach Germany
	4545	TDS DPM PT Service Monchengla. Germany
GERMANY		Schorch Altersversorgung GmbH	Indirect Share deal
GERMANY	7126	7126—ALSTOM Vakuumschalttechnik GmbH	Share deal
	3251	MVB AGU Ulm Germany
POLAND	7187	7187—ALSTOM T & D SA (Poland)	Indirect Share deal
	3337	TDS PDK Trading Xxxxxxxx Xxxxxx
	0000	XXX XXX Xxxxxxxxxx Xxxxxx
	3339	MVB AME Strzegomska Poland
RUSSIAN FEDERATION	7191	7191—ALSTOM Sverdlovsky Electromechanic Plant	Indirect Share deal
	3343	MVB ARU Ekaterinburg Russia

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

16. Greece

•

Transactions


16.1	a.	ALSTOM Hellas AE transfers the non-T&D people and assets into ALSTOM Infrastructure Hellas S.A.

	b.	Sale by ALSTOM Holdings of 4 495 898 shares representing 99.9 % of ALSTOM Hellas AE to T&D Holding

	c.	Sale by Mr KLOZORIS of 70 shares in ALSTOM Hellas AE to ALSTOM T&D SA

16.2	a.	Automatic transfer of 1 817 shares representing 98.8 % of Data Service Center Ltd owned by ALSTOM Hellas AE (no action).

	b.	Xx XXXXXX (T&D employee) owns 21 shares in Data Service Center Ltd (no action).

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
GREECE	7127	7127—ALSTOM Hellas A.E.	Carve out of the non T&D activities then share deal
	3253	MVB AHE Kifissia Greece
	3254	PTB TFH Kifissia Greece
	3255	ISCO BHE Shared Service Greece
GREECE		Data Service Center Ltd	Indirect share deal
		No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

17. Hungary

•

Transactions

Sale by ALSTOM Holdings of 100 % of the shareholding in ALSTOM Hungaria Kft to T&D Holding

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
HUNGARY	7129	7129—ALSTOM Hungaria Kft	Share deal
	3256	MVB AHU Kunszentmiklos Hungary

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

18. India

•

Transactions

18.1		Long & Xxxxxxxx Ltd receives 39 % of shares in ALSTOM Instruments Transformers Pvt Ltd which increase its share capital by 222 MiRoupies. (completed)

18.2		ALSTOM Instrument Transformers Private Ltd. acquiring, 289 000 shares representing 26% of ALSTOM T&D Lightning Arresters from W.S.I.

18.3		ALSTOM will transfer all the T&D people, assets and liabilities of ALSTOM Ltd (India) save as the fans, meters and motor businesses to subsidiary of the AREVA Group.
		The terms and conditions of the transfer will have to be agreed at the Reorganisation Committee.

18.4	a.	Sale by ALSTOM Holdings of 35 000 010 shares representing 61 % of ALSTOM Instrument Transformers Private Ltd to T&D Holding

	b.	Sale by ÉTOILE KLÉBER of 10 shares representing 0.1 % of ALSTOM Instrument Transformers Private Ltd to ALSTOM T&D SA

18.5		Transfer to ALSTOM Instruments Transformer Ltd of all assets, liabilities and employees relating to the T&D Sector of ALSTOM Projects India Ltd including the 825 100 shares representing 74 % of ALSTOM T&D Lightning Arresters Private Ltd.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

•

Summary of the legal perimeter

LEGAL PERIMETER

Share
deal

Asset
deal

% of
ALSTOM

Shareholding

ALSTOM Parent

Other shareholders

Weight of
T&D

ALSTOM Ltd (India)

YES (1st step)

YES (2nd step)

66,35%

AHSA

Public

Approx. 15% Institutions and 19% individuals

approx. 85%

ALSTOM Projects India Ltd

YES

46,84%

ALSTOM NV

11,71%

Alstom Mauritius Ltd

7,93%

ALSTOM Ltd (India)

1,98%

Mabelec

68,46%

Public

approx. 10%

ALSTOM T&D Lightening Arresters

YES

74,0%

ALSTOM Project Ltd

WSI

(former owner)

100 %

ALSTOM Instrument Transformers Pte Ltd

YES

100%

61% A. Holdings SA 39% Long & Xxxxxxxx Ltd

N/A

100 %

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
INDIA	7131	7131—ALSTOM Ltd (India)	Carve out & asset deal T&D
	3267	MVB DTI Naini India
	3269	EAI PCP Chennai India
	3271	HVB HVM Xxxxxxxxx Xxxxx
	0000	PTB PTI Naini India
	3657	MVB NAI Switchgear Naini India
	3658	MVB SGW Switchgear AEIW India
	3659	MVB SLW Switchgear India
	3660	EDS DSI Distribution Systems India
INDIA	7137	ALSTOM Projects India Ltd	Carve out & asset deal
	3274	TPB SYN Noida India	carve out & transfer in process
	3818	EAI EMI Xxxxx Xxxxx	carve out & transfer in process
XXXXX	0000	7474—ALSTOM Instrument Transformers Pte Ltd	Share deal
	3799	HVB RMK Bangalore India
INDIA	7479	7479—ALSTOM T&D Lightening Arresters Pte Ltd	Share deal
	0000	XXX XXX Xxxxxxxxxx Xxxxx

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

19. Indonesia

•

Transactions

19.1	a.	Sale by ALSTOM Holdings of 3 030 260 shares representing 95 % of PT ALSTOM Distribution to T&D Holding.

	b.	Automatic transfer of 159 490 shares representing 5 % of ALSTOM Distribution * detained by PT ALSTOM Transmission (no action)

19.2	a.	Sale by ALSTOM Holdings of 2 496 shares representing 99.9 % of PT ALSTOM Transmission to T&D Holding.

	b.	Sale by each of MM. Bailly, Delahoutre, Grandjean, Xxxxxxxx of 1 share of PT ALSTOM Transmission to [ ]

19.3		Sale by ALSTOM Holdings of 38 350 shares representing 67.65 % of PT Unelec Indonesia to T&D Holding.

Under regularisation

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	% of ALSTOM	ALSTOM parent	Comment
INDONESIA	7139	7139—P.T ALSTOM Distribution	100%	95% A. Holdings SA 5% PT A. Transmission	Share deal
	3278	MVB AIN Jakarta Indonesia
INDONESIA	7141	7141—P.T Unelec Indonesia	67,7%	A. Holdings SA	Share deal
	3279	MVB UMV Jakarta Indonesia
	3280	PTB UTR Jakarta Indonesia
	3281	ISCO UNB Shared Service Indonesia
INDONESIA	7480	7480—PT ALSTOM Transmission Indonesia	99,9%	A. Holdings SA	Share deal
	3820	TPB ITS Jakarta Indonesia

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

20. Iran

•

Transactions

20		Sale by ALSTOM Holdings of 4 080 shares representing 0.02 % of PARS SWITCH to T&D Holding *.

21	a	Opening of a branch by ALSTOM T&D SA France in Iran.

21	b	Transfer of all people and assets from ISCO in ALSTOM Khadamar into the branch

* sale to external third party is under investigation

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

22. Italy

•

Transactions

22.1		Sale by ALSTOM S.p.a. of 10 600 shares representing 100 % of ALSTOM FIR S.p.a. to T&D Holding.

22.2		Sale by ALSTOM S.p.a. of 150.000 shares representing 100% of ALSTOM Italy S.p.a.

22.3	a.	Sale by ALSTOM S.p.a. of 1 000 000 shares representing 27,70 % of ALSTOM T&D S.p.a. to T&D Holding or ALSTOM Italy S.p.a. (to be designated)

	b.	Automatic transfer of 2 609 000 shares representing 72,30 % of ALSTOM T&D S.p.a. owned by ALSTOM Italy S.p.a. (no action)

22.4		Automatic transfer of shares representing 0.11 % of CESI S.p.a. through the sale of ALSTOM T&D S.p.a. (no action).

•

Option

Designation by T&D and AREVA of the second shareholder of ALSTOM T&D S.p.a.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
ITALY	7148	7148—ALSTOM FIR S.p.A	Share deal
	3294	EAI PCF San Xxxxxxxxxx Italy
ITALY	7150	7150—ALSTOM T&D Spa	Share deal
	3289	EAI PCZ Monza Italy
	3292	ISCO CCI Shared Service Italy
	3297	HVB CME Noventa Di Piave Italy
	Z3291	NOT DEPLOYED—HVB RMO Monza Italy

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

NOTE:: for the avoidance of doubt, note that T&D historically operated a unit of ALSTOM Italy S.p.a (#5166) which is no longer carrying any operational activity

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

23. Japan

•

Transactions

23.1	a.	Creation by T&D Holding of a Japanese Newco

	b.	Transfer to the Japanese Newco of all employees, assets and liabilities relating to the T&D Sector of ALSTOM K.K.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
JAPAN	7573	7573—ALSTOM K.K.	Carve out & asset deal
	5167	HVB HVJ Kobe Japan

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

27. Malaysia

•

Transactions

27.1		Automatic transfer through the sale of ALSTOM T&D Pte Ltd (Singapore—no action) of 250 000 shares representing 100 % of ALSTOM Malaysia Sdn Bhd owned by the Singaporean company

27.2		Automatic transfer through the sale of Long & Xxxxxxxx Limited (UK— no action) of 30% of LCM Switchgear Manufacturing Sdn Bhd

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
MALAYSIA	7157	7157—ALSTOM Malaysia Sdn Bhd	Indirect share deal
	3306	MVB AMA Kuala Lumpur Malaysia

MALAYSIA	7157	LCM Switchgear Manufacturing Sdn Bhd	Indirect share deal
	3824	No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

28. Malta

•

Transactions

a.		Automatic transfer of 130 000 shares representing 13.68 % of MEDELEC SWITCHGEAR Ltd owned by ALSTOM T&D Distribution Switchgear Ltd (See UK—no action)

b.		Automatic transfer of 117.000 shares representing 12.32 % MEDELEC SWITCHGEAR Ltd owned by GEC ALSTOM T&D Switchgear Ltd (See UK—no action)

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

b. Could also be a sale of the shares to T&D Holding; to be mutually agreed before Closing.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

29. Mexico

•

Transactions

29.1		Sale by ALSTOM T&D SA de CV of 13 525 shares (serie B) + 5 shares (serie A) representing 10 % of SPE ALSTOM SA de CV to an ALSTOM company

29.2	a.	Sale by ALSTOM Mexico S.A. de C.V. of 24 994 375 shares (class II) and 5 621 shares (class I) representing 99.9 % of ALSTOM T&D S.A. de C.V. to T&D Holding

	b.	Sale by ALSTOM UK of 1 share (class II) of ALSTOM T&D S.A. de C.V. to ALSTOM T&D SA

	c.	Sale by each of MM. Paquetin, Xxxxxx, Zoler of 1 share (class I) of ALSTOM T&D S.A. de C.V. to [ ]

	d.	Sale by Xx Xxxxxx of 4 shares (class II) of ALSTOM T&D S.A. de C.V. to [ ]

29.3		Automatic transfer of 170 shares representing 33.33 % of Tuxpan T&D S.A. de C.V. owned by ALSTOM T&D S.A. de C.V. (no action)

29.4		Automatic Transfer of shares representing 33.33% of Subestaciones 410 SA de CV, owned by ALSTOM T&D SA de CV (no action)

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
MEXICO	7159	7159—ALSTOM T& D SA de CV	Share deal
	3308	MVB EMX Naucalpan Mexico
	3309	MVB RDT Mexico City Mexico
	3310	HVB XXX Xxxxxx Xxxx Xxxxxx
	0000	XXX XXX Xxxxxx City Mexico
	3312	TPB AMS Mexico City Mexico
	5156	EDS DSM Distribution Systems Mexico
	5165	TDS MHT HV Service Tizayuca Mexico	TDS unit formed in FY 04
MEXICO		Subestaciones 410 SA de CV.	Indirect Share deal
		No specific CARAT Reporting for this investment
MEXICO		Tuxpan T&D SA de CV.	Indirect share deal
		No specific CARAT Reporting for this investment

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

00, Xxxxxxxxxxx

•

Transactions

31.1

Sale by ALSTOM NV of 1000 shares representing 100 % of ALSTOM Nederland BV to T&D Holding.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
THE NETHERLANDS	7171	7171—ALSTOM Nederland BV	Share deal
	3325	TDS NDR Trading Rijswijk Nederland

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

32. New Zealand

•

Transactions

32.1	a.	Creation of a New Zealand Newco (ALSTOM T&D New Zealand Ltd) by T&D Holding

	b.	Sale to the New Zealand Newco (ALSTOM T&D New Zealand) of all assets, liabilities and employees relating to the T&D Sector of ALSTOM New Zealand Ltd including the 50 050 shares representing 50 % of Optimal Ltd.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
NEW ZEALAND	7180	7180—ALSTOM New Zealand Holdings Ltd	Carve out & asset deal
	3318	TDS NSA Service Auckland NewZealand

NEW ZEALAND		Optimal Ltd	Share deal
		No specific CARAT Reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

33. Nigeria

(deleted)

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

34. Norway

•

Transaction

Sale by ALSTOM Holdings of 46 020 shares representing 100 % of ALSTOM T&D AS to T&D Holding.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
NORWAY	7182	7182—ALSTOM T&D AS	Share deal
	3333	TPB TDN Oppegard Norway

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

35. Pakistan

•

Transaction

35.1

Sale by ALSTOM Holdings of 800 000 shares representing 80 % in ALSTOM Pakistan (Private) Ltd to T&D Holding

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
PAKISTAN	7183	7183—ALSTOM Pakistan Pte Ltd	Share deal
	0000	XXX XXX Xxxxxxx Xxxxxxxx

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

37. Poland

•

Transactions

37.1	Purchase by ALSTOM T&D SA Poland of its own shares from first ALSTOM Switzerland Ltd then from ALSTOM Holdings then reduction of share capital, which can be completed after the Closing.

37.2	a.	Sale by ALSTOM Switzerland Ltd of 805 978 shares representing 18.73 % in ALSTOM T&D SA (Poland) to T&D Holding

	b.	Sale by ALSTOM Holdings* of 3 497 162 shares representing 81.27 % of ALSTOM T&D SA (Poland) to T&D Holding.

* under regularisation

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
POLAND	7187	7187—ALSTOM T&D SA (Poland)	Share deal
	3337	TDS PDK Trading Xxxxxxxx Xxxxxx
	0000	XXX XXX Xxxxxxxxxx Xxxxxx
	3339	MVB AME Strzegomska Poland

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

39. Russia

•

Transactions

Automatic transfer of shares representing 98.3 % of ALSTOM Sverdlorsky Electromechanical Plant which owns less than 0.01 % in two Russian open joint stock entities : 100 shares in Ural Raschetnaya Palata and 8 shares in AO Tuckermer owned by ALSTOM Sachsenwerk GmbH (no action – see Germany 15.2).

•

CARAT reporting structure of the legal perimeter

Country

Carat Code

CARAT name

Comment

RUSSIAN FEDERATION

7191

7191—ALSTOM Sverdlovsky

Electromechanic Plant

Indirect share deal

3343

MVB ARU Ekaterinburg Russia

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

40. Singapore

•

Transactions

Sale by ALSTOM Holdings of 114 537 shares representing 100 % of XXXXX T&D Pte Ltd to T&D Holding.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
SINGAPORE	7193	7193—ALSTOM T&D Pte Ltd	Share deal
	3346	EDS ASG Distribution Systems Singapore
	3653	EAI PCM Singapore
	4544	TDS SSG Service Singapore
	4950	TPB TSG Singapore
	5153	ISCO SSS Shared Services Singapore

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

41. Slovakia

•

Transaction

Sale by ALSTOM Holdings of shares representing 100 % of ALSTOM T&D, spol. s.r.o. to T&D Holding.

•

CARAT reporting structure of the legal perimeter

No specific CARAT Reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

42. South Africa

•

Transactions

Sale by ALSTOM NV of 1 000 000 shares representing 5% of ALSTOM SA (Pty) Limited to T&D Holding.

•

CARAT reporting structure of the legal perimeter

No specific CARAT Reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

43. Spain

•

Transaction

43.1

Sale by ALSTOM Espana 1B, S.L. of 7 000 shares representing 100 % of ALSTOM T&D, S.A. to T&D Holding.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
SPAIN	7204	7204—ALSTOM T&D SA Spain	Share deal
	3360	MVB ASM Madrid Spain
	3361	HVB SEE Xxxxxx Xxxxx
	0000	XXX ASS Madrid Spain
	3521	ISCO SPC Shared Service Spain
	3656	EAI EDM Madrid Spain
	5157	EDS DSP Distribution Systems Spain

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

44. Sweden

•

Transactions

44.1

ALSTOM Kraftteknik AB being dormant not to be transferred.

44.2

Sale by ALSTOM Sweden AB of 596 000 shares representing 100 % of ALSTOM T&D AB to T&D Holding.

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
SWEDEN	7206	7206—ALSTOM T&D AB	Share deal
	3371	EDS ASW Distribution Systems Sweden
	5141	MVB MGS Gävle Sweden
	5161	ISCO SSW Shared Service Xxxxxx
	0000	XXX TPS Konti-Skan 1 HVDC Project

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

45. Switzerland

•

Transactions

ALSTOM Switzerland Services owned by ALSTOM Power Consulting Ltd changes its name into ALSTOM T&D AG (completed)

Transfer to ALSTOM T&D AG of all assets, liabilities and employees relating to the T&D Sector of ALSTOM Switzerland AG

Sale by ALSTOM Power Consulting of all the shares of ALSTOM T&D AG to T&D Holding.

Automatic Transfer of ALSTOM Pensionskasse

Sale by ALSTOM Switzerland of its 18.7% in ALSTOM T&D SA in Poland to T&D Holding (see Poland 37a).

Sale by ALSTOM Switzerland AG of its 50 shares representing 1% of ALSTOM Austria AG to T&D Holding (see Austria 31b).

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
SWITZERLAND	7617	7617—ALSTOM (Switzerland) Ltd.	Carve out & asset deal
	3373	MVB SEM Suhr Switzerland
	3374	HVB SEH Xxxxxxxxxxxxx Xxxxxxxxxxx
	0000	XXX XXX Xxxxxxxxxxxxx Xxxxxxxxxxx
	3377	HVB CCS T&D Balancing Switzerland
	4524	TDS HHO HV Service Oberentf. Switzerland
	4538	Z TDS HMO MV Service Oberentf. Switzerland	Inactive

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

46. Thailand

•

Transactions

Sale by ALSTOM Holdings (Thailand) Co of 76 494 preferred shares and 73 494 ordinary shares representing 99.99 % of ALSTOM T&D Ltd to T&D Holding for 49 % and to Thai partners for 51 % *.

Sale by Xx Xxxxxxxx of 2 shares to [?]

No need to transfer for Xx Xx Xxxxxxx, Mikaeloff, Phaetkun, Sthitkijpichead, Sujaritworakun, as they are T&D employees.

Note

51/49 % to prevent becoming a “foreign” company in Thaïland.

Terms and conditions of sale of 51 % to Thai partners to be agreed by Reorganisation Committee

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
THAILAND	7210	7210—ALSTOM T&D Ltd Thailand	Share deal
	3380	TPB ATH Bangkok Thailand

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

47. Tunisia

•

Transactions

Sale by ALSTOM Holdings of 179 shares representing 99.44 % of ALSTOM T&D Etudes Techniques to T&D Holding.

Sale by ETOILE KLÉBER of 1 share of ALSTOM T&D Etudes Techniques to ALSTOM T&D SA.

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

48. Turkey

•

Transactions

48.1	a.	Sale by ALSTOM Elektrik Endustrisi A.S of 19 shares representing 95 % of ALSTOM ULASIM SISTEMLERI TESIS to ALSTOM Holdings

	b.	Sale by Xxxx XXXXXX of 1 share representing 5% of ALSTOM ULASIM SISTEMLERI TESIS to Xxxxxxx XXXXXXXX

48.2		Carve-out in ALSTOM Elektrik Endustrisi A.S of non T&D activities and contribution into Turkish ALSTOM company/ies.

48.3	a.	Sale by ALSTOM Holdings of 4 000 000 000 shares representing 99.82% of ALSTOM Elektrik Endustrisi A.S. to T&D Holding.

	b.	Sale by each of MM. Gunalp, Koken, Safa, Thwaites and Ozcevik for 135 000 shares.

48.4		Automatic transfer of 769 996 A shares and 430 000 B shares representing 99.9% of CEM ELEKTRIK SANAYI VE TICARET owned by ALSTOM Elektrik Endustrisi A.S (no action).

48.5		Automatic transfer of 1 300 000 B shares representing 26 % of ELTEM-TEK ELEKTRIK TESISLERI MUHENDISLIK VE TICARET owned by ALSTOM Elektrik Endustrisi A.S (no action).

•

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
TURKEY	7215	7215—ALSTOM Electrik Endustrisi A.S	Share deal
	3386	MVB ATM Xxxxx Xxxxxx
	0000	XXX ADH Gebze Turkey
	3388	PTB ATT Gebze Turkey
	3389	PTB CCT T&D Xxxxxxxxx Xxxxxx
	0000	XXX TPP Trans Proj&Pack Solutions Turkey
TURKEY		CEM Elektrik Sanayi ve Ticaret	Indirect share deal
		No specific CARAT reporting for this investment
TURKEY		ELTEM-Tek Elektrik Tesisleri	Indirect share deal
		No specific CARAT reporting for this investment

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

49. United Kingdom

•

Transactions

OPTION A

49.1		Creation by ALSTOM UK Holdings of a UK Newco.

49.2		Transfer to UK Newco of all assets, liabilities and employees relating to the T&D Sector of ALSTOM Ltd excluding know-how and technology

49.3		Technology License between ALSTOM Ltd and UK Newco Agency agreement between ALSTOM T&D Ltd and UK Newco.

		The terms and conditions of the License and of the Agency agreement will have to be agreed at Reorganisation Committee.

49.4		Sale by UK Newco at Closing of all its assets and liabilities including Technology License and Agency agreement, and TUPE transfer of employees to a UK subsidiary of AREVA

49.5		Sale by ALSTOM UK Holding to T&D Holding of the shares representing 100 % of :

		— ALSTOM T&D Distribution Switchgear Ltd which owns 13.7 % of Medelec (Malta)

		— ALSTOM T&D Power Electronic Systems Ltd

		— Long & Xxxxxxxx Ltd which owns :

		i 30 % of LCM Switchgear Manufacturing Sdu Bhd (Malaysia)

		ii 39 % of ALSTOM Instruments Transformers Pyt Ltd (India)

		— GEC ALSTHOM Switchgear Ltd * which owns 12.3 % of Medelec (Malta)

		— ALSTOM T&D HVDC India Ltd

		— ALSTOM T&D Power Electronics International Ltd

		— ALSTOM T&D Spr International Ltd

		— ALSTOM T&D Systems Ltd

* Sale of GEC ALSTHOM Switchgear Ltd to be decided between signature and Closing at Reorganisation Committee.

Note : for ALSTOM’s information only

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

— Transfer of few non-T&D employees who are members of the ALSTOM Pension Scheme who will continue as ALSTOM employees of UK Newco after step 49.4 has occurred

— ALSTOM T&D Long & Xxxxxxxx Ltd to be struck off as of October 2003)

OPTION B

49.3		Sale by ALSTOM Ltd at Closing of all assets, liabilities and employees related to its T&D Sector to a UK subsidiary of AREVA.

49.2		Technology License between ALSTOM Ltd and UK subsidiary of AREVA.. Agency agreement between ALSTOM T&D Ltd and a UK subsidiary of AREVA. The terms and conditions of the License and of the Agency agreement will have to be agreed at Reorganisation Committee.

49.3		Sale by ALSTOM UK Holding to T&D Holding of the shares representing 100 % of :
		— ALSTOM T&D Distribution Switchgear Ltd which owns 13.7 % of Medelec (Malta)
		— ALSTOM T&D Power Electronic Systems Ltd
		— Long & Xxxxxxxx Ltd which owns :
		i 30 % of LCM Switchgear Manufacturing Sdu Bhd (Malaysia)
		ii 39 % of ALSTOM Instruments Transformers Pyt Ltd (India)
		— GEC ALSTHOM Switchgear Ltd * which owns 12.3 % of Medelec (Malta)
		— ALSTOM T&D HVDC India Ltd
		— ALSTOM T&D Power Electronics International Ltd
		— ALSTOM T&D Spr International Ltd
		— ALSTOM T&D Systems Ltd

* Sale of GEC ALSTHOM Switchgear Ltd to be decided between signature and Closing at Reorganisation Committee.

Note: for ALSTOM’s information only

—

ALSTOM T&D Long & Xxxxxxxx Ltd to be struck off as of October 2003)

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

CARAT reporting structure of the legal perimeter

Legal entity	CARAT CODE	CARAT NAME	Comment
ALSTOM Ltd.			Carve out & asset deal
	3409	MVB DSL Manchester UK
	3413	TDS GSS Service Stafford UK
	3414	TPB PES Xxxxxxxx UK
	3415	EAI PCS Xxxxxxxx UK
	3416	TPB SPL Xxxxxxxx UK
	3417	PTB TST Xxxxxxxx UK
	3418	HVB GTS Stafford UK
	3525	ISCO HUK Shared Service UK
	3700	TDS GSM Service Manchester U.K.
	4520	Z TDS GHS Service Stafford UK	Inactive
	4529	Z TDS GTT TP Service Stafford UK	Inactive
	4536	Z TDS GMM MV Service Manchester UK	Inactive
	4548	TDS GPS PT Service Stafford UK
	4819	EDS DUK Distribution Systems UK
	5134	EAI EAU Farnham UK
	5154	ISCO ART Research & Technology Centre UK
	Z3411	NOT DEPLOYED—HVB RME Hixon UK	Inactive
	Z3434	NOT DEPLOYED—MVB VSL Vacuum Equipmt UK	Inactive
	5150	MVB MSE Stafford England
ALSTOM T&D Systems Ltd	5043	TPB SCO Systems Stafford UK	Share deal
ALSTOM HVDC India Ltd	3470	TPB HVD PSB Stafford UK	Share deal
Long and Xxxxxxxx Ltd.	3437	MVB LCD Long & Xxxxxxxx UK	Share deal
ALSTOM T&D Power Electronics Systems Ltd	3544	TPB PEL Power Electronics Stafford UK	Share deal
ALSTOM T&D SPR International Ltd.	3640	TPB SPR Stafford UK	Share deal
GEC ALSTOM Switchgear Ltd		No specific CARAT Reporting	Share deal
ALSTOM T&D Power Electronics Int. Ltd		No specific CARAT Reporting	Share deal
ALSTOM T&D Distribution Switchgear Ltd		No specific CARAT Reporting	Share deal

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

50. USA

Transactions

50.1	a.	Creation by T&D Inc. of T&D USA Newco.

	b.	Transfer to T&D USA Newco of all assets, liabilities and employees relating to the T&D Sector of ALSTOM T&D Inc.

	c.	Sale by T&D Inc. at Closing of T&D USA Newco to a US subsidiary of AREVA.
50.2		Transfer to a US subsidiary of AREVA of all assets, liabilities and employees of ALSTOM T&D Energy Automation & Information Corporation.

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
U.S.A.	7281	7281 - ALSTOM EAI Corp. (ex- ESCA)	Carve out & asset deal
	3481	EAI EMA Seatle USA
	4821	EDS DUS Distributed Energy USA
U.S.A.	7284	7284 - ALSTOM T&D Inc.	Carve out & asset deal
	3485	HVB USC Charleroi USA
	3486	MVB RMS Medford USA
	3487	TPB PSD New York USA
	3792	MVB MVU Medium Voltage Ctrl Charleroi US
	4462	EAI PCU Bethlehem USA
	4511	TDS USP Service Charleroi USA
	4523	TDS UHC HV Service Charleroi USA

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

51. Venezuela

Transactions

51.1

Sale by ALSTOM Holdings of 16 000 000 shares representing 100 % of ALSTOM T&D Venezuela, SA to T&D Holding.

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
VENEZUELA	7290	7290 - ALSTOM T&D Venezuela SA	Share deal
	0000	XXX XXX Xxxxxxx Xxxxxxxxx
	0000	XXX DSV Distribution Systems Venezuela

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

52. UAE

Xxxxxxxxxxxx

Xxxxxxxxx transfer of shares of representing 100 % of ALSTOM T&D Middle East FZE owned by ALSTOM T&D SA France (no action).

CARAT reporting structure of the legal perimeter

Country	Carat Code	CARAT name	Comment
UNITED ARAB EMIRATES		ALSTOM T&D Middle East FZE.	Indirect share deal
	5159	TDS ASD Service Xxxxx
	0000	XXX EAM Middle-East

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

54. I.T.C.

Non T&D and non multisecteur entities with I.T.C. people to be transfered to T&D local entities (?) :

— Sweden		from ALSTOM Power Sweden AB
— Italy		from ALSTOM Power Italia Spa
— Poland		from ALSTOM Power

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

CATEGORY B COUNTRIES

COUNTRIES		SECTION
Xxxxx Xxxxxxxx		00
Xxxxxxx		00
Xxxxxxx		13
Ireland		21
Korea		24
Xxxxxx		00
Xxxxxxxxx		26
Morocco		30
Panama		36
Portugal		38
Miscellaneous		53
A) — ALGERIA — JORDAN — KOWEIT — LYBIA — SAUDI ARABIA — SYRIA — UZBEKISTAN B) — BANGLADESH — PHILIPPINES — MOZAMBIQUE C) — VIETNAM D) — BULGARIA — CROATIA — DENMARK — GEORGIA — IRAN — KENYA — KHAZAKSTAN — MOLDAVIA — PERU — ROMANIA — SERBIA — UKRAINIA — TAIWAN

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

10. Czech Republic

•

Transactions

10.1	a.	Opening of a Representation Office of ALSTOM Republic. T&D SA (France) in Czech Republic.

	b.	Transfer to the R.O of all people and assets relating to ISCO in ALSTOM Czech s.r.o.

10.2		Automatic transfer of 500 shares representing 20 % of Sliver Machine AS owned by ALSTOM Austria AG (see Austria 3.2 – no action).

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

12. Estonia

•

Transactions

12.1

Transfer of all people and assets relating to ISCO in ALSTOM Estonia to the Representation Office of ALSTOM T&D AS (Norway).

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

13. Finland

•

Transactions

Opening of a Representation Office by ALSTOM T&D SA (France) in Finland.

Transfer to the R.O. of all people and assets relating to ISCO in ALSTOM Finland Oy.

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

21. Ireland

•

Transactions

Opening of a Representation Office of ALSTOM T&D SA (France) in Ireland

Transfer to the R.O. of all employees and assets relating to ISCO in ALSTOM Ireland Ltd.

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

24. Korea

•

Transactions

24.1	a.	Opening of a Representation Office of ALSTOM T&D SA (France) in Korea.

	b.	Transfer of all employees and assets relating to the ISCO in ALSTOM Korea Ltd.

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

25. Latvia

•

Transactions

Opening of a Representation Office by ALSTOM T&D SA (France) in Latvia.

Transfer to the R.O. of all people and assets relating to ISCO in ALSTOM Latvia.

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

26. Lithuania

•

Transactions

Opening of a Representation Office by ALSTOM T&D SA (France) in Lithuania.

Transfer to the R.O. of all people and assets relating to ISCO in ALSTOM Lithuania Ltd.

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

30. Morocco

•

Transactions

30.1	a	Opening of a Representation office by ALSTOM T&D SA in Morocco.

	b	Transfer to the R.O. of all assets and employees relating to ISCO in ALSTOM T&D SA.

30.2		ALSTOM Maroc SA to sign with ALSTOM T&D SA a “Contrat de Commissionnaires” on Project signed with Lydec.

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

36. Panama

•

Transactions

36.1

Transfer of all people and assets from ISCO in ALSTOM Panama into the existing Panama branch of ALSTOM T&D SA (France).

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

38. Portugal

•

Transactions

38.1		a.		Opening of a branch by ALSTOM T&D SA (France) in Portugal.
		b.		Transfer to the branch of all people, assets and liabilities relating to ISCO in ALSTOM Portugal, S.A.

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

53. Miscellaneous

Countries in which a Representation Offices has been opened by ALSTOM T&D SA and will receive ISCO people and dedicated assets transfered from ALSTOM :

— ALGERIA

— JORDAN

— KOWEIT

— LYBIA

— SAUDI ARABIA

— SYRIA

— UZBEKISTAN

Countries in which a Representation Office has been opened by ALSTOM T&D Singapore and will receive ISCO people and dedicated assets transfered from ALSTOM:

— BANGLADESH

— PHILIPPINES

— MOZAMBIQUE

Countries in which a Representation Office will have to be opened by ALSTOM T&D Singapore to transfer ISCO people and dedicated assets from ALSTOM:

— VIETNAM

Other countries in which a Representation Office will have to be opened by T&D SA to transfer ISCO people and dedicated assets from ALSTOM:

— BULGARIA

— CROATIA

— DENMARK

— GEORGIA

— KENYA

— KHAZAKSTAN

— MOLDOVIA

— IRAN

— PERU

— ROMANIA

— SERBIA

— UKRAINIA

— TAIWAN

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

•

CARAT reporting structure of the legal perimeter

No specific CARAT reporting

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Appendix:

List of the shareholders other than ALSTOM

In the companies below whose direct sale is contemplated in the current reorganisation plan there is as shareholder a third party who is not an ALSTOM entity or person. Its percentage of ownership is detailed below.

Also, transfer will need verification of Articles of Association and/or Shareholder’s Agreement.

CHINA	in ALSTOM Shanghai Transformer Co., Ltd	48.00	%
	in ALSTOM T&D Ltd (Hong Kong)	0.17	%
	in ALSTOM T&D Shanghai Power Automation Co., Ltd	41.00	%
	in ALSTOM T&D Suzhou High Voltage Switchgear Co., Ltd	20.00	%
	in Suzhou ALSTOM T&D Switchgear Ltd	42.00	%

FRANCE	in GIE COGELEX ALSTOM	4.00	%

INDIA	in ALSTOM T&D Lightning Arresters	26.00	%

INDONESIA	in PT Unelec Indonesia	32.35	%

IRAN	in PARS SWITCH	99.20	%

NEW ZEALAND	in Optimal Ltd (3318 TDS)	50.00	%

PAKISTAN	in ALSTOM Pakistan Private Ltd	20.00	%

RUSSIA	in ALSTOM Sverdlorsky Electromechanical Plant	1.7	%

SOUTH AFRICA	in ALSTOM SA (Pty) Limited	95.00	%

TURKEY	in ALSTOM Elektrik Industrisi	0.17	%

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 6.2.1(2)

AMOUNTS TO BE PLACED IN ESCROW

ACCOUNTS FOR

NON-TRANSFERRED T&D ACTIVITIES (NTA)

ASSUMPTIONS

1) That a cash adjustment will be determined at closing in each country

2) That the Reorganisation Plan presented by ALSTOM is carried out as planned

COUNTRIES		Th. of Euros
ARGENTINA		10
AUSTRALIA		32 000
XXXXXXX		5 000
XXXXXXX		10
BRAZIL		39 100
CANADA		26 900
XXXXX		0 000

XXXXX, of which:

*100% of ALSTOM T&D Ltd* *(#3071)*		500

*58% of Suzhou ALSTOM T&D Switchgear Ltd* *(#3075)*		12 100

*52% of ALSTOM Shangai Transformer Co (#3798)*		500

*59% of ALSTOM T&D Shangai Power Automat. Co* *Ltd (#4813)*		2 800

*100% of ALSTOM T&D Beijing Switchgear Co Ltd* *(#5142)*		500

*80% of ALSTOM T&D Suzhou High Voltage Switch* *Co (#5149)*		300

X/X Xxxxx		00 000

XXXXXXXX		2 800

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

XXXXX		0 000
XXXXXX		215 570
GERMANY		121 000
XXXXXX		0 000
XXXXXXX		0 000

XXXXX, of which:

*T&D business of ALSTOM* *Ltd*		14 300
*T&D Business of ALSTOM* *Projects Ltd*		8 000
*74% of ALSTOM T&D* *Lightning Arresters*		10
*100% of ALSTOM Instruments Transformers Pte Ltd*		3 600

X/X Xxxxx		00 000

XXXXXXXXX, of which:

*100% of PT ALSTOM* *Distribution*		1 000
*67,7% of PT Unelec* *Indonesia*		5 400
*99,9% of PT ALSTOM* *Transmission Indonesia*		800

S/T Indonesia		7 000

XXXXX		20 000
XXXXX		000
XXXXXXXX		2 100
MEXICO		40 000
XXX XXXXXXXXXXX		0 000
XXX XXXXXXX		27 400
XXXXXX		0 000
XXXXXXXX		000
XXXXXX		4 000
XXXXXXX XXXXXXXXXX		0 000
XXXXXXXXX		23 300
SPAIN		16 000
XXXXXX		0 000
XXXXXXXXXXX		51 100
THAILAND		000
XXXXXX		00 000
XXXXXX XXXX XXXXXXXX		000
XXXXXX XXXXXXX		000 000
X.X.X.		74 400
VENEZUELA		6 500
TOTAL		950 000

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 6.2.2

LEGAL REORGANISATION

The provisions contained in the present schedule are stated without prejudice of article 6.2 of the Agreement.

Main principles of the Legal Reorganisation

The Legal Reorganisation may be achieved through a share deal or an asset deal.

1) With respect to share deals, a transfer deed in the appropriate form (notarised, where required) will be executed and will evidence that :

•

the transfer covers all the shares held by the transferor and all rights attached thereto,

•

the payment of the transfer price has occurred,

•

the transferred shares are free of any charge, lien, encumbrance or pledge,

•

the transfer has been carried out in accordance with the appropriate rules and contractual provisions applicable to a share transfer (pre-emption right, board approval, …),

•

any relation of any nature whatsoever between the transferor (an its affiliates) and the company which shares are transferred will no longer exists, save as otherwise provided for in the

•

the transferor will no longer have any obligation towards the transferee, save as otherwise provided for in the

•

for the avoidance of doubt, the shares are to be transferred for tax purposes on fair market value, with no exception.

2) With respect to asset deals, a transfer deed drafted in the appropriate form (notarised, where required) will be executed and will evidence that :

•

the transfer covers all the assets, liabilities and employees held by the transferor, and, where possible, is operated through a “transfert universel de patrimoine”

•

the assets and liabilities are to be transferred for tax purposes on fair market value except for Australia, Brazil and New Zealand where the transfer will be at tax book value.

•

the payment of the transfer price has occurred,

•

the transferred assets are free of any charge, lien, encumbrance or pledge,

•

the transfer has been carried out in accordance with the appropriate rules and contractual provisions applicable to an asset deal (pre-emption right, board approval, …),

•

any relation of any nature whatsoever between the assignor (an its affiliates) and the company (which assets are transferred) will no longer exists, save as otherwise provided for in the ,

•

the transferor will no longer have any obligation towards the transferee, save as otherwise provided for in the ,

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 6.2.2

T&D ENTITIES AFTER REORGANISATION

COUNTRY		ENTITIES
Argentina		Newco Argentina
Australia		Newco Australia
Austria		ALSTOM Austria AG which holds SLIVER MACHINES (Czech Rep) (20%)
Belgium		Newco 1 Belgium
Belgium		Newco 2 Belgium
Brazil		Newco Brazil
Canada		Newco Canada
Chile		Newco Chile
China		ALSTOM Shangai Transformer Co., Ltd (52%)
China		ALSTOM T&D Limited (100%)
China		ALSTOM T&D Shanghai Power Automation Co., Ltd (59%)
China		ALSTOM T&D Suzhou High Voltage Switchgear Co., Ltd (80%)
China		ALSTOM T&D (Beijing) Switchgear Co. Ltd (100%)
China		SUZHOU ALSTOM T&D Switchgear Limited (58%)
Colombia		ALSTOM T&D S.A. Colombia
Czech Republic		Representative Office
Egypt		Newco Egypt
Egypt		ALSTOM Egypt SAE
Finland		Representative Office
France		T&D HOLDING ETRANGER
France		ALSTOM Parafoudres SA
France		ALSTOM T&D Equipements Basse Tension SA
France		ALSTOM T&D Protection & Contrôle
France		ALSTOM T&D SA
France		ALSTOM T&D Transformateurs de Mesure SA
France		COGELEX ALSTHOM (96%)
France		LABORATOIRE OSKMAN SERAPHIN
Germany		Newco Germany
Germany		ALSTOM Energietechnik GmbH
Germany		ALSTOM Sachsenwerk GmbH
Germany		ALSTOM Schorch Transformatoren GmbH which holds Schorch Alterversorgung Gmbh
Germany		ALSTOM Vakuumschalttechnik GmbH
Greece		ALSTOM Hellas AE which holdst DATA SERVICE CENTER LTD
Hungary		ALSTOM Hungaria Kft.
India		Newco India
India		ALSTOM Instrument Transformers Private Ltd
India		ALSTOM T&D Lightning Arresters Private Limited (74 %)
Indonesia		PT ALSTOM Distribution
Indonesia		PT ALSTOM Transmission
Indonesia		PT UNINDO (67,65%)
Iran		PARS SWITCH (0,02%)
Iran		Branch Office
Ireland		Representative Office

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

COUNTRY		ENTITIES
Italy		ALSTOM Italy S.p.A.
Italy		ALSTOM FIR S.p.a.
Italy		ALSTOM T&D S.p.A which holds 0,11% of CESI S.p.A
Japan		Newco Japan
Korea		Representative Office
Latvia		Representative Office
Lithuania		Representative Office
Malaysia		ALSTOM Malaysia Sdn. Bhd
Malaysia		LCM SWITCHGEAR MANUFACTURING SDN BHD (30%)
Malta		MEDELEC SWITCHGEAR LTD (26%)
Mexico		ALSTOM T&D SA de CV which holds TUXPAN T&D SA de CV (33%) + SUBESTACIONES 410 (33,33%)
Morocco		Representative Office
Netherlands		ALSTOM Netherlands BV
New Zealand		Newco New Zealand
New Zealand		OPTIMAL LTD (50%)
Norway		ALSTOM T&D AS
Pakistan		ALSTOM Pakistan Private Limited (80%)
Panama		Alstom T&D SA Panama Branch
Poland		ALSTOM T&D S.A
Portugal		Representative Office
Russia		ALSTOM Sverdlovsky Electromechanical Plant (98,3 %)
Singapore		ALSTOM T&D Pte Ltd
Slovakia		ALSTOM T&D, Spol s.r.o
South Africa		ALSTOM SA (Pty) Limited (5%)
Spain		ALSTOM T&D, S.A.
Sweden		ALSTOM T&D AB
Switzerland		Alstom T&D AG
Thaïland		ALSTOM T&D Ltd (49%)
Tunisia		ALSTOM T&D Etudes Techniques
Turkey		ALSTOM Elektrik Endustrisi A.S which holds CEM Elektrik Sarrayi ve Ticarev and 26% of ELTEM Tek Elektrik
United Arabian Emirates		ALSTOM T&D Middle East FZE
U.K.		ALSTOM T&D Distribution Switchgear Limited
U.K.		ALSTOM T&D Power Electronic Systems Limited
U.K.		LONG & XXXXXXXX LIMITED
U.K.		ALSTOM T&D HVDC India Ltd
U.K.		ALSTOM T&D Power Electronics International Ltd
U.K.		ALSTOM T&D SPR International Limited
U.K.		ALSTOM T&D Systems Ltd
U.K.		GEC ALSTHOM Switchgear Ltd (?)
U.S.A.		Newco USA
Venezuela		ALSTOM T&D Venezuela, SA

NB : This list does not list all T&D branches or representation offices to be opened.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.2.3

Operational Reorganisation

1. ISCO

ISCO Actual Staff (Full Time Equivalent)

1 - Staff ISCO Sales Network

Country		July 03
Indonesia		13,0
Xxxxxxxxxx		0,0
Xxxxxxxx		14,5
Philippines		11,0
Xxxxxxxxx		0,0
Xxxxxxxx		9,0
Vietnam		18,0
Regional Organisation		0,5

South East Asia		76,5


Xxxxx		0,0
Xxxxx		0,0
Xxxxxx		5,0
Regional Organisation		1,5

Pacific		11,5


Beijing		18,0
Guanghzou		14,0
Hong Kong		3,5
Shanghai		16,0
Wuhan+Chengdu		8,0
Regional Organisation		6,0

China		65,5


India		194,0

India		194,0

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Canada		13,0
USA		26,0
Regional Organisation		2,0

North America		41,0


Xxxxxxxx		0,0
Xxxxxx		23,8
Central America and North of Caribbean		2,0
Venezuela		8,2
Regional Organisation		1,2

Central America		43,7


Argentine		5,0
Brazil		27,0
Xxxxx		0,0
Xxxx		5,0
Regional Organisation		3,0

South America		46,0


Belgium		11,0
France		200,0

France&Belgium		211,0


United Kindgom		36,0
Ireland		1,0

British Islands		37,0


Austria		5,4
Xxxxxxx		0,0
Xxxxxxx		5,0
Germany		150,0
Iceland
Netherlands		8,0
Xxxxxx		0,0
Xxxxxx		13,0
Switzerland		7,0
Regional Organisation		2,0

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.


Northern Europe		197,3


Area Xxxx		0,0
Xxxxxxxx		0,0
Xxxxx Xxxxxxxx		9,0
Georgia+Armenia		1,0
Xxxxxxx		0,0
Xxxxxx		5,0
Xxxxxxx		0,0
Xxxxxx		18,0
Xxxxxxx		0,0
Xxxxxx		12,0
Xxxxxxxx		0,0
Xxxxxx		13,0
Ukraine		3,0
Regional Organisation		4,0

Central Europe		87,7


Gulf UAE)		10,9
Jordan Irak		3,0
Syria Lebanon		0,5
Iran		8,0
Xxxxxxxx		0,0
Xxxxx Xxxxxx		8,0
Regional Organisation		6,0

Near & Middle East		41,4


Xxxxxxx		0,0
Xxxxxx/Xxxxxxx/Xxxxxxxx		0,0
Xxxxx		9,0
Italy		9,0
Xxxxx Xxxxx		0,0
Xxxxx		0,0
Xxxxxxx		3,9
Xxxxxxx		0,0
Xxxxxxxx		0,0
Xxxxx		28,0

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Xxxxxxx		0,0

Xxxxxxxxxx		2,3
Regional Organisation		2,0

Mediteranean, NW Africa		73,7


Eastern Africa
Mozambique		1,0
South Africa		1,1
Regional Organisation		1,0

Southern&Eastern Africa		3,1


ISCO countries		1 129,4

IGM01 - General Management		4,0
IHR01 - Human Resources		3,6
IGS01 - General Services
IIS02 - Sales Process		8,5
IFI01 - Finance		4,3
IIS04 - Key Account Managers		5,3
IIS05 - Information System		1,0
Contact center UK		7,0

ISCO headquarters		33,7


TOTAL STAFF ISCO Sales Network		1 163,1

2 - Staff ISCO units outside Sales Network
3157 ISCO RCO (Shared Service Center USA)		10,0
3021 ISCO CCA Austria		46,6
0000 XXXX XXX SC France		34,0
3281 ISCO UNB Indonesia		0,0
3229 AGZ Germany		72,0
3292 ISCO CCI Italy		0,0
3521 ISCO SPC Spain
3525 ISCO HUK UK		99,0
5153 ISCO SSS Singapore		17,5
5154 ISCO ART UK		54,0

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

5161 ISCO SSW Sweden		0,0


Total shared services		333,1


TOTAL STAFF ISCO		1 496,2

2. Agency Agreements

A list of all Agents (Representatives and Consultants) will be provided by ALSTOM within two weeks following the date of this Agreement and will be updated at the Closing Date.

(a) Representation Agreements

Please refer to SPA, Clause 6.11.3

(b) Contracts of Consultants

These contracts will continue in force after the Closing Date, all costs related to their performance being supported by T&D.

Note: This must remain as Consultancy Agreements are necessary for specific T&D tenders and contracts.

3. Real Property

ALSTOM and AREVA shall cooperate to ensure that proper arrangements covering transfers of properties, leases and subleases during the period between signature of the SPA and Closing between T&D Entities and the members of the Seller’s Group are agreed and implemented within 6 months following Closing.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

4. Insurance

This transaction poses the special challenge that Closing and renewal of the ALSTOM Group policies is likely to occur at the same time; namely 1^st January 2004.

(a) Group programmes

ALSTOM will continue to gather information from T&D units (Insurance values, transportation policy information and claims) as well as for the other ALSTOM Sectors. ALSTOM will negotiate the renewal of T&D insurance policies at the same time and jointly with the policies for the remaining ALSTOM Sectors. ALSTOM and AREVA will agree on the new limits of insurance required (in principle such limit shall be lower for AREVA than for ALSTOM) as well as the amount of the deductibles to apply. ALSTOM will negotiate with the same insurance companies, under same conditions and with the same brokers as if T&D were to remain within the ALSTOM Group. ALSTOM will keep AREVA’s risk manager informed of the progress of negotiation and AREVA will offer the assistance of one member of its insurance department.

The brokers fees for the calendar year 2003 have been paid by the Seller on behalf of the members of the Seller’s Group. A proportion of these fees will be chargeable to T&D units in accordance with normal practice. The same broker will be in charge to handle the claims for the following year. For the calendar year 2004, separate insurance policies will be issued for T&D and ALSTOM respectively, the T&D policy being taken over by AREVA.

(b) Specific Broker Agreements will have to be signed by AREVA for calendar year 2004

Fees will be negotiated as part of the global negotiation for the ALSTOM Group and T&D.

ALSTOM will give instructions for the renewal of the T&D local policies through local brokers separately but simultaneously with the ALSTOM local policies. Most local policies are auto or personal accident policies and no major difficulties should be encountered. The matter might be more complex as far as Employer’s Liability or Worker’s Compensation are concerned but the brokers will be given instructions so that T&D insurance policies are renewed under the same terms and conditions as for the ALSTOM policies.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.2.3 (a)

IT Separation Plan

General principles agreed between AREVA and ALSTOM IT representatives

The costs incurred for the separation of the existing IT organisation shall be borne by the Seller which shall have sole control over the separation modus operandi, after due consultation of the Purchaser through the Reorganisation Committee.

At Closing Date, all the constituents (including people, assets and other resources) of the current T&D IT local services will be transferred “as is” and without business disruption. Therefore, the responsibility will be transferred to the Purchaser at the same date.

After Closing Date, the Seller and, as the case may be, the Purchaser will provide each other with transitional services covering missing areas in order to allow business continuity and give time to the Purchaser and the Seller to prepare their future integration. IT will be operated within the current level of service and maintaining the global T&D IT budget (plus / minus reasonable variance).

The Seller and the Purchaser will commit to launching the projects necessary to integrate the remaining services received from the other party into their own IT systems by the end of the transition period. The Purchaser and the Seller will make their IT staff available to support each other in their integration projects.

The integration costs will be supported by the Seller and the Purchaser for their respective parts. At service termination shared assets will be transferred or retained depending on their predominant user.

Licences will be transferred at Closing Date except when contractually not possible. For Corporate applications, the Seller shall lead negotiations with suppliers and shall fund not transferable licences.

Where an element of a transitional service is operated by a third party (e.g. because it has been outsourced by the Seller), the Seller shall be responsible for procuring a logical separation of the application(s) concerned.

Exceptions to the predominant user principle may be agreed jointly by the Parties. In such cases the total investment in hardware, necessarily incurred to ensure complete separation, will be funded according to their level by:

• the Purchaser	:	up to € 2 million

• the Seller	:	€2 - 4 million.

* *

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 6.3 - PRINCIPLE TERMS

FOR THE TRANSITIONAL SERVICES AGREEMENTS (“TSA”)

Parties		ALSTOM and any relevant member of the Seller’s Group (“ALSTOM”)

		AREVA, Newco and any relevant member of the Purchaser’s Group (“Newco”)

		ALSTOM and Newco are collectively referred to in this Schedule as the “Parties”.

Interpretation		Unless defined otherwise in this Schedule 6.3, capitalised words or expressions shall have the meaning assigned thereto in the Share Purchase Agreement (“SPA”).

		In order to ensure a smooth transition of the Companies to the Purchaser, certain services performed by ALSTOM and its Affiliated Companies to the Entities carrying out T&D Activities and certain services performed by the Entities carrying out T&D Activities to ALSTOM and its Affiliated Companies should continue for a limited period of time under the terms and conditions set out below and contained in the relevant TSA. ALSTOM and its Affiliated Companies shall provide the services corresponding to the services rendered to the T&D Activities by ALSTOM and its Affiliated Companies as of the date hereof, except to the extent that the assets, personnel and contracts necessary for the provision of such services form part of the Companies on the Closing Date (the “Transferred Resources”), in which case the Companies shall provide to ALSTOM and its Affiliated Companies those services that ALSTOM had provided to itself using the Transferred Resources prior to their transfer to the Companies, together with the services corresponding to the services rendered to ALSTOM and its Affiliated Companies by the Entities carrying out T&D Activities as of the date hereof, (the “Initial Services”). The Parties shall also provide the services and information which may be requested by either Party and agreed to by the other in relation to the completion of the Reorganisation as such term is defined under the SPA, which shall include any services required as a result of the IT Separation Plan Principles as defined in Schedule 6.2.3 (a) to the SPA, (the “Additional Services”, and together with the Initial Services, the “Services”).

		Therefore the Parties shall negotiate the TSA in good faith under the coordination of Reorganisation Committee, on the basis of the principles set forth hereunder. In the remainder of this Schedule 6.3, the “Supplier” shall mean the party providing a particular Service and the “Customer” shall mean the party receiving the same Service.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Services	•	Nature, scope and level of Services to be specifically determined under the TSA in accordance with the principles set out under the interpretation clause above;

	•	Services shall be provided by the Supplier with the same degree of skills and care as prior to Closing.

	•	Each Party shall provide the Additional Services in accordance with the terms of this Schedule where they cannot reasonably be provided by anyone else other than that Party, which shall be decided by the Reorganisation Committee.

Price of the Services	•	Price:

		Amount corresponding to the cost of providing each Service, which shall be calculated on the basis set out in Clause 6.2.1 (xii).

	•	Invoices:

		Services to be invoiced by the Supplier to the Customer. The invoicing structure and the entities sending and receiving invoices are yet to be agreed. Invoices will be sent on a monthly basis within 30 days from the end of the relevant month.

	•	Payment / Interests:

		• Invoices to be paid within 30 days from their date. Non-payment of an invoice for any reason shall give rise to interest at the statutory rate.

		• Any disagreement relating to the amount of any invoice shall be subject to an escalation procedure between the Parties, and if unresolved shall be resolved in accordance with the dispute resolution procedure.

Standard of Services

	•	Each Party acknowledges that the other is not in the business of providing Services on a commercial arms length basis to third parties.

	•	The Supplier will use its best efforts:

		• to procure that the standard of the Services will comply with professional practices and standards at least equivalent to those used under the applicable local services agreement (“LSA”) for such kind of Services, or to the extent that there is no LSA applicable, with professional practices and standards commensurate with those used under current LSA’s.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.


		• to provide or procure the provision at all reasonable times of appropriately qualified and experienced personnel and equipment, as may be necessary to perform the Services.

		• to ensure that any third party contracted to provide any Services under the TSA provides the Services in accordance with the above-mentioned standards.

	•	Resolution of disputes regarding standards : to be discussed by the TSA managers and escalated between the Parties if unresolved. If they remain unresolved after 30 days from first being escalated then they will be dealt with under the dispute resolution procedure.

TSA IT Services Specific conditions		• Except as expressly set out in this Schedule or the TSA, all warranties, terms, conditions and undertakings whether express or implied, statutory or otherwise, will be excluded to the maximum extent permitted by law.

		• ALSTOM to procure the use of its data network and e-mail to the Companies upon the same requirements and conditions as before Closing during a transition period to be agreed upon by the Parties.

		• ALSTOM shall endeavour to minimise all possible negative impact on the shared network.

		• ALSTOM will retain the entire and full control over the management of this shared network until the network split is completed, as set forth in the IT Separation Plan Principles under Schedule 6.2.3 (a) of the SPA.

		• All newly separated network dedicated to T&D, will be managed by the Companies’ own teams (or those of AREVA) and at their sole expense with no interference nor support from ALSTOM’s Network Administration team other than under services agreements contracted by the Parties at arm’s length conditions.

		The Purchaser shall decide before the end of December 2003 whether it requires the Seller to expand the scope of its existing IP/VPN project to cover specific T&D Activities’ needs, prior to which the Seller shall communicate all documents reasonably requested by the Purchaser (which documents shall include relevant parts of the contract between the Seller and its network services provider, subject to any confidentiality requirements of the parties to that agreement).

		• If the Purchaser agrees to the implementation of a T&D-specific part of the Seller’s IP/VPN project, the Seller shall have the full responsibility for this project and for related services until the network is split. As a result, after the network split, AREVA shall use the IP/VPN Network services contract negotiated by the Seller for the benefit of the Companies and accept the transfer of liabilities related thereto.

		If the Purchaser does not require the implementation of a T&D-

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

		specific part of the Seller’s IP/VPN project, the Seller shall only migrate to the IP/VPN network the Companies that were already covered by the Seller’s IP/VPN project initial scope. All other T&D Companies & Activities shall remain with their current network standards.

		In all cases, the network perimeter covered by the IP/VPN project shall be split during the Transition Period and not before the completion of the IP/VPN Project.

Obligations of the Customer	•	Not entitled to require any material modification of the Services. No modifications shall be made without the prior written consent of the Supplier, not to be unreasonably withheld or delayed. Any costs resulting from any such changes to the Services shall be borne by the Customer.

	•	To provide the Supplier at the Customer’s cost and reasonably promptly with all information, documentation and authorisations necessary to the Supplier, together with any other assistance reasonably required by the Supplier, in order to enable it to fulfill its obligations pursuant to the TSA.

	•	To grant access to its or the Companies’ premises as necessary for the provision of the Services.

	•	Where IT services are being provided, the Customer shall procure that only the Customer’s employees or those who are expressly authorised by the Customer and/or the Supplier shall have access to any IT systems.

	•	The Customer shall be responsible for installing any software that may be necessary to benefit from the provision of any Services.

Access to information and documents	The Supplier shall ensure that the Customer may consult, on reasonable notice and during working hours, all relevant information and documents held by the Supplier in relation to the Services performed at such time by the Supplier.

Sub-contracting	•	Sub-contracting of all or part of the Services subject to the Customer’s prior consent (not to be unreasonably withheld or delayed), and to remain under the full responsibility of the Supplier.

	•	Sweden exception: IT services to be provided up to August 1^st 2005 by a third party, upon an agreement contracted between ALSTOM and such third party prior to the date of this Agreement. Responsibility for procuring these services will remain with this third party, ALSTOM being only liable for making its best efforts to procure such third party will provide the agreed level of services to the local Newco by enforcing its rights under that third party agreement where it deems appropriate.

Independent Contractor	•	Neither Party is entitled to create any obligation on behalf of the other and has no authority to represent the other as an agent.

	TSA not to constitute a partnership or joint venture between the Parties.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Protection of Data	•	The Customer will be the exclusive owner of all data files, reports received, developed or kept by the Supplier exclusively on behalf of the Customer (the “Data”).

	•	If the Supplier keeps, during the period of performance of the TSA, Data belonging to the Customer, the Supplier will ensure protection of that Data in accordance with professional practices and standards.

	•	Data shall not be used for any purposes other than the proper provision of the Services; or disclosed, sold, transferred or rented to any third party by the Supplier other than in the performance of the Services.

Insurance	Parties to enter into / maintain the insurance policies set out in each TSA (if any) in connection with the performance of the Services. The Supplier will discuss the possibility of obtaining specific insurance in relation to particular Services in the light of particular requirements of the Customer and the cost of such insurance.

Limitation of Liability	The Supplier is subject to an obligation of means (obligation de moyens) under the TSA. The Supplier will not be responsible for any use of a third party’s software or equipment in conjunction with the Services. The Supplier will not be liable for: (i) any indirect or incidental damage, whether material or immaterial, it being specified that loss of profits, income, clients and orders are expressly deemed to be indirect damage by the Parties. (ii) any loss of data or damage to Customer’s programming, software or computer equipment. The Supplier’s liability to the Customer shall be limited to direct material damage to the Customer’s installations resulting from the Supplier’s negligence in performing its obligations under the TSA. In any event the Supplier’s liability shall be limited to the annual amounts to be paid by the Customer to the Supplier in relation to the Service on which the Supplier’s liability is based.

Confidential information	Confidentiality obligations relating to confidential information relating to the business, financial or other affairs of either Party received by the other in the course of providing the Services.

Force majeure	Force Majeure clause to provide for the Supplier’s right to terminate such Services that may not be anymore performed, as a result of a Force Majeure event.

Duration; Termination	Duration:
	As agreed between the Parties on a case by case basis and provided for under the TSA. In no circumstances shall the duration of any TSA last longer than 2 years from the Closing Date. 3 months prior to expiration of the TSA, the Parties shall negotiate in good faith for the Supplier to provide reasonable migration services that the Customer may require to engage a third party to perform the

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

	Services or to perform them itself, on commercial arm’s length business terms.

	Termination:

	•	Subject to a 3-month prior written notice, the Customer may terminate any Services prior to the end of the duration provided for in the relevant TSA, provided that such Customer shall be responsible for any costs incurred by the Supplier as a result of such early termination.

	•	Automatic termination if failure by either Party to remedy any material breach or violation of its obligations under the TSA within 15 days following receipt from the non-defaulting Party of a notice in writing of such material breach or violation.

	•	The Supplier shall have the right to change any of the Services in consultation with the Customer where the change is driven by changes to the way such Service is provided internally by the Supplier for its own benefit.

Services Management	•	The Parties shall agree a process by which their representatives/managers shall meet on a periodic basis for the purposes of considering any issues arising out of the Parties’ performance of their obligations under the TSA and discussing any other issues arising.

Intellectual Property Rights	•	Nothing in the TSA shall affect, or grant any right to, patents or other intellectual property owned by the Parties prior to the commencement of the Services.

	•	All rights in intellectual property and know-how created by the Parties pursuant to the provision of the Services shall remain vested in the creating Party.

Miscellaneous provisions	•	Substitution-Successors and assigns, subject to the consent of the other Party;
	•	Variation;

	•	Cooperation;

	•	Whole agreement;

	•	Notices;

	•	Severability;

	•	Applicable laws

	•	No set-off

Dispute	To be resolved in accordance with the dispute resolution procedure set out under the SPA.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 6.4

FOREIGN EXCHANGE TRANSACTIONS

In this Schedule:

“Back-to-back Arrangement” means any Forex Contract concluded by the Seller or any of its Affiliated Company with a third party such as a financial institution, or COFACE, HERMES, XXXXXXX and other export credit agencies; as a micro-hedging of one or several T&D Forex Contracts in accordance with a set of conditions as outlined in the Statement of Financial Accounting Standards 133 issued by the Financial Accounting Standard Board, including, but not limited to a clear and documented hedging relationship, a periodic measure of the efficiency of the hedging relationship.

“Closing Forward Rate” means the forward rate as at the latest of (i) Monday the 5th of January 2004 and (ii) the second business day after the Closing Date (the “Forex Closing Date”) for a given maturity date, being equal to the Spot Rate plus the corresponding Swap Impact at 2.30 pm (Paris time) on the Forex Closing Date, the Swap Impact being calculated based upon the average quotations provided upon either Party’s request by the first three financial institutions listed in the appendix to this Schedule;

“Forex Contract” means a contract granting one of the parties the right (an “Option Contract”) or the obligation (a “Firm Contract”) to exchange with the other party an amount (the “Nominal Amount”) in a currency against an amount in another currency at a future agreed date according to an agreed exchange ratio (the “Exchange Ratio”);

“Spot Rate” means the daily European Central Bank fixing rate, as appearing on page [BDFFIXING] of the Reuter screen ;

“Swap Impact” means, with respect to any Forex Contract and at a given date, the impact resulting from the difference between the interest rates of two currencies on the period up to the maturity date of such Forex Contract;

“T&D Forex Contract” means (aa) a Forex Contract concluded between the Seller (or any of its Affiliated Companies other than the Entities carrying out the T&D Activities) and any of the Entities carrying out the T&D Activities in connection with the hedging of any amount to be received under existing commercial contracts or (bb) a Tender T&D Forex Contract;

“T&D Forex Contract Settlement” means, for a given T&D Forex Contract other than a Tender T&D Forex Contract, an amount in Euros equal to the difference between the Exchange Ratio under such T&D Forex Contract and the applicable Closing Forward Rate multiplied by the Nominal Amount thereof (converted into Euros, as appropriate, using the Spot Rate);

“Tender Forex Contract Settlement” means, for a given Tender T&D Forex Contract, an amount equal to the amount in Euros of the net currency exposure thereof (converted into Euros, as appropriate, using the Spot Rate) (aa) multiplied by the difference between the Exchange Ratio under such Tender T&D Forex Contract and the applicable Closing Forward

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Rate and (bb) multiplied by a ratio representing the probability to win the corresponding tender; the net currency exposure and the probability to win the corresponding tender being those provided in good faith by the T&D Department of Tenders and Project in the corresponding file named “FERG DEAL 150703” attached to this schedule, as it shall be updated as at the Closing Date;

“Tender T&D Forex Contract” means any Forex Contracts concluded between the Seller (or any of its Affiliated Companies other than the Entities carrying out the T&D Activities) and any of the Entities carrying out the T&D Activities in connection with the hedging of any amount to be received under potential commercial contracts subject to tender offers, in each case related to the T&D Activities;

The Seller and the Purchaser agree the following with respect to T&D Forex Contracts:

(i)

with respect to the T&D Forex Contracts in relation to which the Seller or any of its Affiliated Companies has entered into a Back-to-back Arrangement, such T&D Forex Contract and the corresponding Back-to-back Arrangement shall both be assigned on the Closing Date to the member of the Purchaser’s Group that the Purchaser shall have designated to the Seller 15 Business Days prior the Closing Date. To the effect of facilitating such assignment, the Seller shall not, and shall procure that its Affiliated Companies shall not, as from the date hereof, enter into any Back-to-back Arrangements with other financial institutions than those listed in the appendix to this schedule.

(ii)

with respect to T&D Forex Contracts in relation to which the Seller or any of its Affiliated Companies has not entered into a Back-to-back Arrangement:

(aa)

the Seller shall and shall procure that its relevant Affiliated Company shall, assign on the Closing Date such T&D Forex Contract to the member of the Purchaser’s Group that the Purchaser shall have designated to the Seller 15 Business Days prior the Closing Date; and

(bb)

the T&D Forex Contract Settlement shall be either (1) deducted from the Closing Net Financial Debt , if a termination of such T&D Forex Contract by the Seller or f its Affiliated Companies at the exact same time would have given rise to an effective gain for the Seller or its Affiliated Companies and (2) added to the Closing Net Financial Debt, if such a termination would have given rise an effective loss for it;

(iii)

with respect to any Tender T&D Forex Contract in effect on the Closing Date, :

(aa)

the Seller shall and shall procure that its relevant Affiliated Company shall, assign on the Closing Date such Tender T&D Forex Contract to the member of the Purchaser’s Group that the Purchaser shall have designated to the Seller 15 Business Days prior the Closing Date; and

(bb)

the Tender Forex Contract Settlement shall be either (1) deducted from the Closing Net Financial Debt, if a termination of such Tender T&D Forex Contract by the Seller or its relevant Affiliated Company at the exact same

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

time would have given rise to an effective gain for the Seller or (2) added to the Closing Net Financial Debt, if such a termination would have given rise to an effective loss for it;

(iv)

The following Forex Contracts shall not be transferred to the Purchaser :

(a)

(b)

any Forex Contract (including T&D Forex Contract) which is an Option Contract;

(c)

any Forex Contract entered into directly by any Entity carrying out T&D Activities with a third party such as a financial institution.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Appendix to Schedule 6.4

List of financial institutions

JPM-Chase

BNP Paribas

Crédit Suisse First Boston

Xxxxxxx Xxxxx

Credit Agricole Indosuez

Natexis Banques Populaires

CCF-HSBC

Deutsche Bank AG

Société Générale

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.6

PROJECT TROUT

Reorganisation of Retirement Plans

15 September 2003

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INDEX

		Page

1.	Introduction	3

2.	Categorisation of Countries	5

3.	Reorganisation of retirement plans for Countries in Group 1	6

4.	Reorganisation of retirement plans for Countries in Group 2	8

5.	Reorganisation of retirement plans for Countries in Group 3	12

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1. Introduction

Subject to the terms of the Sale Purchase Agreement to be entered into between ALSTOM and AREVA, this document presents the reorganisation in retirement plans which will be required as part of the disposal of the T&D Sector of ALSTOM (T&D) to AREVA between signing and Closing. For the purposes of this note retirement plans include all pension, post retirement benefits, termination and retirement indemnities and jubilee benefits together with any other benefits which would normally be covered under the requirements of SFAS 87 or SFAS 106.

This note identifies:

•

The countries where Defined retirement benefits are currently provided by T&D

•

The treatment of the existing commitments to current and former T&D employees in each such country

•

The obligations retained by ALSTOM

•

The obligations taken on by AREVA

This note will not cover governmental or compulsory schemes, or Stand Alone Defined Contribution schemes covering only T&D employees. The responsibility for these arrangements will automatically pass to AREVA at Closing.

It should be emphasised that this document is a working draft which will have to be amended to reflect the conclusions of the discussions between ALSTOM and AREVA and the complementary analysis which are being performed by ALSTOM, AREVA and T&D.

ASSUMPTIONS & DEFINTIONS

This document relies on several assumptions which have emerged during the discussions between ALSTOM & AREVA on the purchasing structure to be set up and which are described in a separate document - Project Trout - Reorganisation Plan.

For the purpose of this document, the Funded Status, as at 31^st March 2003, is the Projected Benefits Obligation (PBO) – as calculated and booked in ALSTOM financial statements-, minus the fair value of the assets, if any, existing in respect of those liabilities at the same date.

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STRUCTURE OF THE DOCUMENT

For the sake of clarity, ALSTOM has broken down the countries where T&D operates into three groups:

•

Group 1 consists of the countries where the local T&D activity provides either only defined contribution benefits or no retirement benefits over and above those required by local legislation and no specific pension obligations are recognised in ALSTOM’s consolidated financial statements.

•

Group 2 consists of the countries where the local T&D activity does provide retirement benefits which give rise to a provision in ALTSOM’s consolidated accounts and this provision is assessed under the local accounting requirements.

•

Group 3 consists of the countries where the local T&D activity does provide retirement benefits which give rise to a provision in ALTSOM’s consolidated accounts and this provision is assessed under French GAAP:

•

3 a : consists of the countries where there are T&D’ Stand Alones plans

•

3 b consists of the countries where there are continuing ALSTOM or Multi-Employers’ plans covering some or all of T&D’s employees.

The detailed reorganisation of the retirement benefits for countries in Groups 2 and 3 is described in a dedicated section for each country.

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2. Categorisation of Countries

Country	Group 1	Group 2	Group 3a	Group 3b	Specific proposals on page
Argentina	X				6
Australia			—	x	12
Austria			X		13
Belgium	X				7
Brazil	X				7
Canada			-X	x	13
Xxxxx	X				0
Xxxxx	X				0
Xxxxxxxx	X				0
Xxxxx Xxxxxxxx	X				6
Egypt	X				6
Estonia	X				6
Finland	X				6
France			X		14
Germany			X		14
Greece		X			8
Hungary	X				6
India			X		15
Indonesia		X			9
Iran	X				6
Ireland	X				6
Italy		X			9
Japan	X				6
Korea	X				6
Latvia	X				6
Lithuania	X				6
Malaysia	X				6
Malta	X				6
Mexico		X			9
Morocco	X				6
Netherlands	X				7
New Zealand	X				7
Nigeria	X				6
Norway			X		15
Pakistan	X				6
Panama	X				6
Poland		X			10
Portugal	X				6
Russia	X				6
Singapore	X				6
Xxxxxxxx	X				0
Xxxxx Xxxxxx	X				6
Spain		X			10
Sweden		X			10
Switzerland	X				6
Thailand	X				6
Tunisia	X				0
Xxxxxx		X			00
Xxxxxx Xxxxxxx			—	x	15
USA			x-	x	16
Venezuela	X				6
U.A.E.	X				6

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3. Reorganisation of retirement plans for Group 1 Countries

Group 1 Countries

Argentina

Belgium

Brazil

Chile

China

Colombia

Czech Republic

Egypt

Estonia

Finland

Hungary

Iran

Ireland

Japan

Korea

Latvia

Lithuania

Malaysia

Malta

Morocco

Netherlands

New Zealand

Nigeria

Pakistan

Panama

Portugal

Russia

Singapore

Slovakia

South Africa

Switzerland

Thailand

Tunisia

Venezuela

U.A.E.

For these Countries other than Belgium, Brazil, New Zealand and Netherlands :

•

No specific action is required.

•

The funded status at 31^st March 2003 was zero.

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a Belgium

In the financial statements for ALSTOM the costs of some of the pre-retirement restructuring plans in respect of T&D Belgium have been incorrectly included as pension liabilities. Corresponding provisions covering similar benefits still served by the Company to pre-retirees up to year 2011 have been booked in Carat under restructuring costs. Those figures which were initially wrongly classified under Pensions section as of March 31^st 2003, will be transferred to restructuring as at April 2003.

Pension benefits in Belgium are provided on a defined contribution basis and so no other pension liability is to be recorded for T&D employees in Belgium.

b Brazil

T&D employees in Brazil were offered the opportunity of joining the ALSTOM Power defined contribution pension plan with effect from 1 April 2003. In practice given the announcement of the disposal of T&D on 12 March 2003 very few T&D employees will have taken up this offer. Accordingly no special provisions are envisaged for these employees. They will simply be treated as individual leavers from the ALSTOM Power arrangements with effect from Closing.

There will be no material transfer of liabilities in respect of the above mentioned schemes for T&D employees in Brazil.

c New Zealand

T&D employees in New Zealand participate in the ALSTOM New Zealand Superannuation Plan. This is a defined contribution arrangement covering all ALSTOM employees in New Zealand.

The Purchaser may keep the T&D employees in the Plan by becoming a participating employer in the Plan. ALSTOM would remain a Principal Company of the Plan and would thereby retain control of the Plan for its Power and Transport employees. The Purchaser shall become a joint Principal Company of the plan subject to agreement between ALSTOM and the Purchaser as to how the ongoing operation of a shared plan would be organized. Both parties will use their best endeavours to reach suitable agreement.

There will be no material transfer of liabilities in respect of the above mentioned schemes for T&D employees in New Zeland.

d Netherlands

In the Netherlands, we have a provision in our books, which does not refer to T&D employees. In brief, further to the Cegelec activities’ disposal, remaining

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employees of ALSTOM Nederlands entered the mandatory branch agreement to which ALSTOM participates, creating a « one shot » liability. This liability should not be taken into account in the asset deal suggested for the Netherlands.

4. Reorganisation of retirement plans for Group 2 Countries

Group 2 Countries

Greece

Indonesia

Italy

Mexico

Poland

Spain

Sweden

Turkey

For these countries the following general provisions apply:

•

The provisions in the balance sheet at 31 March 2003 have been assessed under the local accounting rules.

a. Greece

•

Retirement plans covered

ALSTOM Xxxxxx X.X. operates a severance payment arrangement which grants every employee a lump sum upon leaving service. The lump sum is calculated using the number of years of seniority with the Company. Provision for this liability is calculated following the local GAAP. These provide for the amount to be recognised in the local accounts to be calculated as 40% of the sum of all payments for each employee at age 65.

•

Separation plan

The accrued liability in respect of active members will be transferred to AREVA at Closing date.

The funded status as at 31 March 2003 in accordance with these local accounting rules was €950,000.

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b. Indonesia

•

Retirement plans covered

In all three legal entities recorded for ALSTOM T&D in Indonesia, we have identified liabilities pertaining to the local legal obligation for Companies to provide severance or lump sum payments in case of employees’ dismissal, resignation, or retirement. These liabilities have been assessed and audited locally, with local assumptions, and the corresponding amount booked in our accounts.

•

Separation plan

The accrued liability in respect of active members will be transferred to AREVA at Closing date.

The funded status as at 31 March 2003 in accordance with these local accounting rules was €1,861,000.

c. Italy

•

Retirement plans covered

Liabilities for T&D activities in Italy relate to assessment of a legal scheme called TFR. This provides a lump sum paid when an employee leaves the company. A portion of salary is put aside by the company during working life of the employee, with a yearly increase for past services fixed by Law. Under the Italian accounting system, this liability is treated as a defined benefit scheme and accordingly provisioned. Local assessment is coherent with International standard rules, therefore we retain in our accounts the figures calculated under the local rules

•

Separation plan

The accrued liability in respect of active members will be transferred to AREVA at Closing date.

The funded status as at 31 March 2003 in accordance with these local accounting rules was €4,043,000.

d. Mexico

•

Retirement plans covered

ALSTOM T&D in Mexico participates in a number of different pension arrangements :

•

(1) Pension Plan for the employees of ALSTOM T&D,S.A. DE C.V.

•

(2) Seniority Premium Plan under Article 162 of Federal Labor Law.

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•

Separation plan

The Stand Alone pension scheme (1), and the accrued liabilities for the Seniority Premium Plan (2), will be transferred to AREVA at Closing date.

The liabilities for both arrangements are assessed under a local variant of US GAAP

The funded status of these arrangements as at 31 March 2003 was €363,000.

e. Poland

•

Retirement plans covered

ALSTOM T&D in Poland has liabilities in respect of the provision of retirement and seniority payments, as well as disability benefits, under the provision of the local Company’s regulations. Corresponding amounts have been recorded in ALSTOM’s books, following local actuarial calculations made under IAS 19 provisions.

•

Separation plan

The accrued liability in respect of all members will be transferred to AREVA at Closing date.

The funded status as at 31 March 2003 in accordance with these local accounting rules was €972,000.

f. Spain

•

Retirement plans covered

ALSTOM T&D SA has recorded a liability corresponding to the actual actuarial value of the rights accumulated by employees in respect of a seniority premium. These rights stem from a collective agreement signed by ALSTOM T&D SA and range between 2 to 4 months of salary depending on the number of years in service within the company. In accordance with the accounting principles generally agreed in Spain, an external actuary has performed the corresponding calculations which have been approved by our local auditors.

•

Separation plan

The accrued liability in respect of active members will be transferred to AREVA at Closing date.

The funded status at 31 March 2003 in accordance with these local accounting rules was €272,000.

g. Sweden

•

Retirement plans covered

In Sweden, companies may join the PRI (Pension Registration Institute), which is a non profit-making organization set up to manage Pensions obligations as jointly agreed upon by the Swedish Employers’ Association and employees’ trade unions. These agreements provide for a defined benefit linked to final salary. The PRI

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requires its members, either to pay a premium (as for an insurance company), or to make a book reserve to ensure that provision is made for the accumulated rights to be provided in the future. ALSTOM T&D AB has opted for the latter solution, and have based their assessments on calculations made and certified by PRI. The corresponding amount has therefore been reserved in our books. The provision is mostly referring to retirees and vested deferreds (~82%), and the remaining part for active employees (18%). .

•

Separation plan

The accrued liability in respect of all members will be transferred to AREVA at Closing date.

The funded status as at 31 March 2003 in accordance with these local accounting rules was €1,568,000

h. Turkey

•

Retirement plans covered

ALSTOM T&D employees in Turkey are granted by Law the payment of a retirement indemnity in proportion to the number of years in service with the company (one month salary per year of service). This benefit is capped with a maximum monthly wage of ~€ 870. The provision made in our books is calculated as the total liability due in respect of existing employees assessed under normal local accounting practices.

•

Separation plan

The accrued liability in respect of active members will be transferred to AREVA at Closing date.

The funded status as at 31 March 2003 in accordance with these local accounting rules was €4,926,000.

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5. Reorganisation of retirement plans for Group 3 Countries

Group 3 Countries

Australia

Austria

Canada

France

Germany

India

Norway

United Kingdom

USA

For these countries the following general provisions apply:

•

The benefit obligations in the financial statements as at 31 March 2003 were assessed under the French GAAP methodology which, for retirement benefits, is very similar to US GAAP requirements.

a. Australia

•

Retirement plans covered

In Australia T&D employees participate in the ALSTOM Australia Superannuation Plan. This Plan has both defined contribution and defined benefit sections.

•

Separation plan

Existing and new T&D employees will be able to continue to participate in the ALSTOM Australia Superannuation Plan provided their new employer enters into a Deed of Participation in the form already provided to AREVA. If AREVA subsequently decide to cease participation in the ALSTOM Plan, T&D employees will be regarded as individual leavers and their benefit options will be determined in accordance with the Plan rules.

As the Purchaser will continue to participate in the Plan after Closing there will be no liability transfer at Closing

b. Austria

•

Retirement plans covered

For ALSTOM Austria AG, we have identified two different Defined Benefits arrangements :

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1- Termination benefits in accordance with Austrian legal requirements ranging from 2 months’ salary after 3 years’ service to 12 months’ salary after 25 years’ service.

2- Jubilee awards according to national union bargaining agreement providing one months’ salary after 25 years employment, two months salary after 35 years and 3 months’ salary after 45 years.

•

Separation Plan

Accrued liabilities for all employees for both arrangements will be transferred to the Purchaserat Closing date.

•

Funded status as at 31 March 2003 : €4,101,000.

c. Canada

•

Retirement plans covered

The Unionized T&D Medium Voltage Plan is a stand-alone, defined benefit plan covering only T&D employees.

T&D employees also participate in the following plans:

Regular and Management Plan

Executive Plan

Supplementary Executive Retirement Plan

•

Separation plan

Control and full responsibility for the stand-alone plan will transfer to AREVA at Closing.

T&D employees in other ALSTOM Plans may continue to participate in these arrangements for a transition period.

•

Funded Status as at 31 March 2003 (in respect of the stand-alone plan) :

€ 307.000

d. France

•

Retirement Plans covered

For the various legal entities to be transferred, we have identified two types of liabilities :

(1) : Termination and retirement indemnities, under the provision of various collective agreements, depending on the main activities of the respective ALSTOM entities,¹ and

(2) Jubilee awards², on the basis of collective or firm agreements.

entities covered : T&D SA, Transformateurs de Mesure, Protection & Contrôle, Equipement Basse Tension, Parafoudre, Xxxxxx Xxxxxxxx,)

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•

Separation plan

Accrued liabilities in respect of all employees will be transferred to the Purchaser at Closing for all arrangements recorded under (1) and (2).

Assets transfer : Two T&D entities (T&D SA and T&D EBS SA) have joined an ALSTOM contract for the insurance of benefits served under (1) and signed separate agreements (Avenants). These separate contracts will be transferred to the Purchaser at Closing date.

•

Funded Status as at 31 March 2003 :€ 31 695 000 ³

e. Germany

•

Retirement Plans covered

Stand alone pension schemes have been reported for each of the 5 legal entities covered in the reorganization plan for T&D in Germany. ⁴

Jubilee awards schemes have also been reported for 4 out of the 5 sites⁵

•

Separation plan

Accrued liabilities for all members of the 5 reported pension schemes will transfer to AREVA at Closing.

Accrued liabilities will also transfer with respect to Jubilees awards at Closing.

The assets which have been reported for the Schorch Pension Scheme will also be transferred at Closing.

•

Funded Status as at 31 March 2003 : € 82 621 000⁶.

f. India

•

Retirement Plans covered

We are aware of various Defined Benefits arrangements for two separate ALSTOM entities.:

(1) : ALSTOM ltd have reported Gratuity and Pension schemes,

(2) ALSTOM Instruments Transformers PVT have reported Gratuity and Leave Encashment arrangements.

We understand these schemes are Stand Alone schemes.

•

Separation plan

following entities are reported to serve Jubilees awards : (1) – Oskman Seraphin,

without jubilees awards

⁴

These entities are ALSTOM EnergieTechnik GmbH, ALSTOM Sachsenwerk GmbH, ALSTOM Schorch Transformatoren GmbH, ALSTOM Vakuum Schalltechnik GmbH, ALSTOM T&D GmbH

⁵

a) – T&D GmbH

⁶

without jubilee awards

Page 14

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

The proposed reorganization plan will include the transfer of all liabilities associated with these four schemes as at Closing.

•

Funded Status as at 31 March 2003 : € 2 597 000.

•

Transfer of assets : Please note that assets have been reported in representation of the DB arrangements.

g. Norway

•

Retirement Plans covered

Two Defined Benefit Arrangements have been reported for ALSTOM T&D AS :

One is insured with a local company, where as the other is an unfunded arragement Both are reported as Stand Alone schemes which serve various benefits such as Retirement pensions, disability pensions, …

•

Separation plan

The accrued liabilities for all members of both scheme will be transferred at Closing.

Assets have also been reported and valued as of March 31^st, but are subject to further analysis.

•

Funded Status as at 31 March 2003 : € 182 000.

h. United Kingdom

•

Retirement Plans covered :

(1) ALSTOM Pension scheme

(2) ALSTOM secured Unapproved Pension Scheme

•

Separation plan

Cf SPA’s article 15

•

T&D employees will cease to participate in Plan 1 & 2 at Closing. The purchaser will provide a replacement for the future service after Closing in place of Plan 1&2.

i. USA

•

Retirement Plans covered :

1 – ALSTOM employees’ Retirement plan

2 – ALSTOM US Inc (Transformers Unit) Defined Benefit Pension Plan,

3 – Supplemental Executive Retirement Plan of Cegelec Automation

Page 15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

•

Separation plan

T&D employees will cease to participate in Plan 1 at Closing. The Purchaser will provide a replacement Plan for future service after Closing in place of Plan 1

Plan 2 will transfer to AREVA at Closing.

Plan 3 is a non qualified top hat plan covering one employee and the account liability for this employee will be transferred to the Purchaser at Closing.

•

Funded Status as at 31 March 2003 : € 2 024 000

Page 16

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 6.11.1

Country	Project	Client	Date of Signature	Status
Egypt	Xxxxx Xxxxxx Extension	Egyptian Electricity Authority	26/09/99	Provisional receipt declared - Final receipt declaration awaited - Guarantees in force

Egypt	Wadi El Xxxxx	Egyptian Electricity Authority	30/08/98	Provisional receipt declared - Guarantees in force

Kuwait	Shuaiba 33/11 KV	Ministry of Electricity of Kuwait	01/03/99	Provisional receipt declared - Final receipt declaration being obtained - Guarantees in force

Kuwait	Maintenance 300/132 KV	Ministry of Electricity of Kuwait	16/08/99	Provisional receipt declared - Final receipt declaration being obtained - Guarantees in force

Kuwait	Supply inst 2 S/S Firdous	Ministry of Electricity and Water	27/11/99	Provisional receipt declared - Final receipt declaration being obtained - Guarantees in force

Qatar	Phase IV postes + lignes	Ministry of Electricity of Qatar (now Kahramaa)	01/11/95	Provisional receipt declared - Final receipt declaration being obtained

Qatar	Variation Order n° 5 of the contrat Qatar Phase IV	Ministry of Electricity of Qatar (now Kahramaa)	1999	Provisional receipt declared - Final receipt declaration being obtained - Guarantees in force

Tunisia	8ème Plan	STEG	01/08/97	Final receipt declared - Deposit of retained guarantee still in force

Mexico	Tuxpan Texcoco	Tuxpan SA de CV	01/08/97	Guarantees still to be recovered

Namibia	Transmission Lines	NAMPOWER	18/12/97	Guarantees still to be recovered

Korea	Dispatching KPX	KPX (previously known as KEPCO)	05/02/99	T&D is preparing to start arbitration proceedings against KPX

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

SCHEDULE 6.11.2

PART A

CONTRACTS ENTERED INTO BY ALSTOM POWER HOLDINGS (INDIA)

1.1

Koyna contract: the contract entered into between ALSTOM Power Holdings (India) and the Government of Maharashtra Irrigation Department in June 1995. This contract is currently carried out by High Voltage Business/BHT unit.

1.2

Nathpa Jhakri contract: the contract entered into between ALSTOM Power Holdings (India) and Satliug Jal Xxxxxx Xxxxx Ltd (previously known as Nathpa Jhakri Corporation) in June 1996. This contract is currently carried out by High Voltage Business/BHT unit.

1.3

Baspa contract: the contract entered into between ALSTOM Power Holdings (India) and Xxxxxxxxxx Hydro Power Ltd in June 1998. This contract is currently carried out by High Voltage Business/BHT unit.

CONTRACT ENTERED INTO BY ALSTOM MAROC

The contract entered into between ALSTOM Maroc and Lydec on 4 December 2002. This contract is currently carried out by Transmission Project Business/ERT unit.

CONTRACT ENTERED INTO BY ALSTOM POWER TOCOPILLA (CHILE)

The contract entered into between ALSTOM Power Tocopilla and Transelec on 10 June 2002 relating to the ‘Charrua, Ancoa and Alto Jahel 500 KW substations’. This contract is currently carried out by Energy Automation & Information Business/EMM unit.

PART B

Before the Closing Date a contrat de commissionaire will be entered into between ALSTOM Holdings and Newco governing the relationship of the parties and their Affiliated Companies in relation to all the contracts listed in Part A of this Schedule.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

PROJET

CONTRAT DE COMMISSIONNAIRE

ENTRE LES SOUSSIGNES :

ALSTOM HOLDINGS

Société Anonyme au capital de 401.500.000 euros

Immatriculée au RCS Paris sous le numéro B 347 951 238

Ayant son siège social 00, xxxxxx Xxxxxx – 00000 XXXXX

Représentée par Monsieur Xxxx Xxxxxx

Son Président Directeur Général

Agissant tant pour son compte que pour le compte des Sociétés du Groupe ALSTOM,

ci-après ALSTOM et/ou la (les) Société(s) du Groupe ALSTOM

d’une part,

[Relevant T&D Company]

Société Anonyme au capital de euros

Immatriculée au RCS sous le numéro

Ayant son siège social

Représentée par

Son Président Directeur Général

Agissant tant pour son compte que pour le compte des sociétés du Secteur T&D

ci-après T&D et/ou la (les) Société(s) du Secteur T&D

d’autre part.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

IL A ETE PREALABLEMENT EXPOSE CE QUI SUIT:

ALSTOM et AREVA ont conclu le un accord (la «Cession») aux termes duquel ALSTOM a cédé à AREVA le Secteur Transmission et Distribution d’ALSTOM (le «Secteur T&D»).

Le Secteur T&D comporte des sociétés entièrement dédiées à des activités T&D et des sociétés partiellement (sociétés multisecteurs ALSTOM) dédiées à des activités T&D dont les activités T&D feront l’objet d’un transfert à une autre entité juridique.

T&D Holding Etranger («T&D Holding») est une société qui contrôlera directement ou indirectement les sociétés du Secteur T&D.

Aux termes de la Cession, ALSTOM aura cédé au Closing à AREVA l’intégralité des actions composant le capital de T&D Holding.

Le Secteur T&D qui serait cédé à AREVA comprend l’ensemble des traités, marchés et conventions de toute nature qui ont pu être passés par le Secteur T&D avec tous les clients, fournisseurs et tiers quelconques relativement à l’activité du Secteur T&D, ainsi que par le biais les établissements stables concernés par cette activité.

Les contrats dont la liste est donnée en Annexe 1 (ci-après les «Contrats») sont actuellement en cours d’exécution et certains d’entre eux ne sont pas susceptibles d’être cédés et pour d’autres, il est vraisemblable que le consentement des clients, fournisseurs et autres tiers quelconques pour leur transfert au profit de T&D ou de Sociétés du Secteur T&D ne soit obtenu qu’au terme de longs délais.

En conséquence, en vue d’assurer la bonne exécution des Contrats, il y a lieu d’organiser les rapports entre T&D et ALSTOM pendant la période s’écoulant entre la date de signature des présentes et la date à laquelle les Contrats auront été effectivement transférés à T&D ou à des Sociétés du Secteur T&D par voie d’avenants ou auront été exécutés.

T&D et ALSTOM, chacune en ce qui la concerne, pour le compte de la ou des sociétés concernée(s) par les Contrats, se portent fort de la bonne exécution des présentes.

De convention expresse entre les parties, le présent préambule fait partie intégrante des présentes.

CECI EXPOSE, IL EST CONVENU CE QUI SUIT:

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

ARTICLE 1 - OBJET

1.1.

ALSTOM, ou la Société du Groupe ALSTOM concernée, agira en qualité decommissionnaire, conformément aux dispositions des articles L 132-1 et suivants du Nouveau Code de Commerce. En cette qualité, elle confie à la Société du Secteur T&D concernée, le soin d’exécuter les Contrats au nom d’ALSTOM ou de la Société du Groupe d’ALSTOM contractante, mais pour le compte de T&D, ou de la Société du Secteur T&D concernée.

1.2.

A cet effet, la Société du Secteur T&D concernée adressera par e-mail à ALSTOM tous les éléments permettant à cette dernière, au nom d’ALSTOM, mais pour le compte de T&D et à son initiative de facturer aux Clients les fournitures et les prestations se rapportant aux Contrats.

1.3.

ALSTOM autorise par ailleurs la Société du Secteur T&D à recouvrer le montant des règlements correspondant aux avances, facturations et acomptes versés par les Clients, étant entendu que ces règlements seront, au choix de la Société du Secteur T&D concernée, soit xxxxx directement à un compte bancaire désigné par T&D, soit rétrocédés à la Société du Secteur T&D concernée au fur et à mesure qu’ils seront perçus par ALSTOM ou l’une des Sociétés du Groupe ALSTOM et ce, dans un délai de trente (30) jours ouvrables suivant leur réception.

1.4.

T&D ou la Société du Secteur T&D concernée s’engage, pour sa part, à reprendre, dès obtention du consentement du client, l’exécution du Contrat dont s’agit et son renouvellement en son nom propre ou celui d’une Société du Secteur T&D.

ARTICLE 2 - EXECUTION DES COMMANDES EN COURS

2.1

ALSTOM s’engage à n’agir à l’égard des Clients ou des tiers dans le cadre des Contrats, que sur instruction de T&D xx/xx xx xx Xxxxxxx xx Xxxxxxx T&D concernée ou, à défaut, au mieux des intérêts de ces dernières, étant entendu que ALSTOM rendra compte à T&D ou ladite société de sa mission.

2.2

ALSTOM s’engage à émettre, à la demande de T&D ou de la Société du Secteur T&D concernée, tous documents commerciaux à l’en-tête d’ALSTOM, pour assurer la correspondance et la facturation relatives aux Contrats. Dans des cas particuliers ALSTOM pourra autoriser T&D ou la Société du Secteur T&D concernée à utiliser les documents commerciaux et techniques à en-tête de la Société du Groupe ALSTOM concernée pour assurer, la correspondance nécessaire aux Contrats. ALSTOM n’encourra du fait de l’établissement de documents commerciaux ou de l’utilisation par T&D de documents commerciaux et techniques à en-tête du Groupe ALSTOM aucune responsabilité supplémentaire et T&D et/ou la Société du Secteur T&D concernée prendra en charge toutes les conséquences dommageables

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

directes ou indirectes pouvant résulter de l’établissement ou de l’utilisation des documents mentionnés ci-dessus.

ALSTOM désignera dans les meilleurs délais et dans les conditions décrites à l’Annexe 2, un représentant chargé spécifiquement du suivi des correspondances et facturations de T&D ou de la Société du Secteur T&D concernée dans le cadre de l’exécution des présentes. T&D ou la Société du Secteur T&D concernée, s’engage à s’adresser exclusivement au représentant ainsi désigné par ALSTOM, pour les besoins du présent article 2.2.

2.3

Les fournitures et prestations au titre des Contrats seront assurées par du personnel de la Société du Secteur T&D concernée, aux frais et sous l’autorité de cette dernière. Ce personnel assurera également, sous la responsabilité de son employeur, l’établissement des factures et la gestion de la trésorerie se rapportant aux Contrats.

2.4

ALSTOM ou la Société du Groupe ALSTOM concernée, s’obligent à conclure tous avenants aux Contrats, à la demande expresse de T&D ou de la Société du Secteur T&D concernée et sous leur responsabilité.

ARTICLE 3 - CONDITIONS FINANCIERES

3.1

La Société du Secteur T&D concernée prendra à sa charge tous les frais afférents à l’exécution des Contrats et remboursera à ALSTOM, sur présentation des documents justificatifs correspondants, tous les frais que cette dernière aura exposés pour en assurer la bonne exécution.

3.2

Les comptes bancaires ouverts pour les besoins des Contrats seront maintenus par ALSTOM ou la Société du Groupe ALSTOM concernée et utilisés exclusivement pour le compte des Sociétés du Secteur T&D concernées, dans le cadre de l’exécution des Contrats.

Les soldes de ces comptes, qu’ils soient créditeurs ou débiteurs, seront au terme de chaque Contrat et, au plus tard à la date de la cessation des présentes, transférés sur le(s) compte(s) de la Société du Secteur T&D concernée désigné(s) par T&D, déduction faite des frais qu’ALSTOM aurait été amenée à engager au titre des Contrats, et qui ne lui auraient pas été d’ores et déjà remboursés en application de l’article 3.1 des présentes.

3.3

ALSTOM ne supportera, du fait des présentes, aucun risque de non-recouvrement, pas plus que les variations de taux de change éventuelles, lesquels seront pris en charge dans leur totalité par T&D et/ou la Société du Secteur T&D concernée.

3.4

ALSTOM ou la Société du Groupe ALSTOM concernée s’engage à remettre, dès réception, à T&D ou à la Société du Secteur T&D concernée, tous documents relatifs aux Contrats qu’elle recevra du Client ou d’un tiers.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

3.5

T&D ou la Société du Secteur T&D concernée remettra régulièrement à ALSTOM ou à la Société du Groupe ALSTOM concernée, une situation comptable de chaque Contrat, ainsi qu’un état des débours accessoires nécessaires à la bonne réalisation de ses obligations contractuelles.

3.6

T&D s’engage à faire émettre par ses banques habituelles toute caution ou autre garantie nécessaire à l’exécution des Contrats, d’ordre et pour compte de ALSTOM ou de la Société du Groupe ALSTOM concernée.

ARTICLE 4 - GARANTIES DE T&D

4.1

T&D s’engage à garantir et à indemniser ALSTOM de toute conséquence dommageable pouvant résulter pour celle-ci de l’exécution des présentes, que le fait générateur du dommage soit dû à des préposées de T&D agissant en vertu des présentes dans le cadre des Contrats, à des Clients ou à des tiers.

4.2

T&D est en droit d’obtenir qu’ALSTOM ou la Société du Groupe ALSTOM concernée engage, devant xx xxxx ou le tribunal arbitral compétent, en son nom, mais pour le compte, aux frais et conformément aux instructions de T&D, toute instance qui s’avérerait nécessaire.

4.3

Au cas où ALSTOM ou la Société du Groupe ALSTOM concernée n’engagerait pas devant xx xxxx ou l’instance arbitrale compétent, une action jugée indispensable par T&D dans un délai de quinze (15) jours à dater d’une notification dans les formes prévues au présent contrat pour des procédures ordinaires, ALSTOM confère tant en son nom qu’au nom des Sociétés du Groupe ALSTOM concernées un mandat exprès d’introduire l’instance en question, le présent contrat constituant un tel mandat exprès. Xx xxxxxx s’appliquera également aux actions urgentes xxxxxx que référés, saisies etc… auquel cas le délai de quinze (15) jours sera réduit à ce qui est raisonnablement possible xx xxx circonstances.

4.4

En cas de succès d’une action judiciaire ou arbitrale, ALSTOM ou la Société du Groupe ALSTOM concernée xxxxx reverser à T&D ou à la Société du Secteur T&D concernée la totalité des indemnités qui lui auraient été accordées par xx xxxx ou le tribunal arbitral compétent et réglées notamment par le Client ou dans le cadre des polices d’assurances souscrites par ALSTOM pour le compte de T&D.

4.5

T&D s’engage à informer ALSTOM de toute difficulté de nature à entraîner des conséquences dommageables et de tout litige potentiel pouvant survenir en rapport avec les Contrats ou les présentes.

4.6

T&D dégage ALSTOM de toutes les conséquences, y compris les conséquences fiscales françaises ou locales, résultant de l’exécution des Contrats à compter de la date d’entrée en vigueur des présentes.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

ARTICLE 5 - REMUNERATION

En rémunération de son activité, ALSTOM recevra de T&D une commission fixée à 0,2 % de la facturation hors TVA réalisée au titre des présentes pour les Contrats xxxxx en euros en France et dans l’Union Européenne et à 0,2% hors taxes dans les autres pays concernés pour les autres Contrats. Cette rémunération sera payée semestriellement dans un délai de trente (30) jours à compter du 30 juin et du 31 décembre, après réception d’une facture d’ALSTOM ou de la Société du Groupe ALSTOM concernée.

ARTICLE 6 - DUREE

6.1

Le présent contrat prendra effet à compter de ce jour et restera en vigueur, en ce qui concerne chaque Contrat, soit jusqu’à la date à laquelle il aura effectivement été transféré par avenant à T&D ou à la Société du Secteur T&D concernée, soit jusqu’à la date à laquelle le Contrat aura été effectivement exécuté.

6.2

A la cessation de chaque Contrat, les parties s’engagent à s’apporter toute l’aide mutuelle nécessaire pour procéder à la fermeture, dans les meilleurs délais, de l’établissement stable ouvert, le cas échéant, pour la réalisation dudit Contrat.

6.3

Les parties s’informeront dans un délai de cinq (5) jours ouvrables de tout redressement fiscal qui pourrait leur être notifié au titre de l’exécution du présent contrat. Le choix du Conseil fiscal appartiendra à T&D, qui en avisera ALSTOM. T&D supportera tous les honoraires. T&D aura la direction de la négociation avec l’administration fiscale et/ou du procès qu’elle aura pris l’initiative d’engager. T&D ou la Société du Secteur T&D concernée supportera les conséquences financières éventuelles de ce redressement fiscal, y compris toute avance de trésorerie et la fourniture des garanties requises par l’administration fiscale.

ARTICLE 7 – NOTIFICATIONS

Toutes notifications en vertu des présentes seront faites par écrit et prendront effet:

(a)

lorsqu’elles sont effectuées par courrier ou lettre recommandée lorsque la preuve de leur réception a été reçue par l’expéditeur;

(b)

lorsqu’elles sont effectuées par télex ou télécopie à la réception par l’expéditeur de la confirmation de la réception au terme de la transmission.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

ARTICLE 8 - REGLEMENT DES DIFFERENDS

Tout litige concernant l’interprétation, l’exécution ou la cessation des présentes, quel qu ’en soit le motif, sera soumis à la compétence du Tribunal de Commerce de Paris.

Fait à Paris, le 2003

En deux originaux.


Pour [Relevant T&D Company]		Pour ALSTOM Holdings

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Annexe 2

Conditions de désignation d’un représentant d’ALSTOM

ALSTOM notifiera à T&D le nom de la personne chargée du suivi des Contrats ainsi qu’un suppléant dans chaque pays concerné, et ce par courrier simple, dont T&D lui accusera officiellement réception.

Les personnes ainsi désignées seront en charge de l’établissement de tous les documents commerciaux à en-tête d’ALSTOM, ou de la Société du Groupe ALSTOM concernée et de la correspondance et de la facturation, suivant les instructions de T&D ou de la Société du Secteur T&D concernée.

ALSTOM s’engage à aviser T&D, dans les mêmes formes que prévues dans cette Annexe précédemment, de tout changement d’identité des représentants qui s’imposera alors immédiatement à T&D.

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part (i)

spree bitro

LPO

Business

Cost
Center

Center

Patent
Family,
Alstom
reference

Xxxxxx
reference

Country

Filing date

Filing number

Grant date

Grant number

owner at filing

registered owner

legal ower

EAI

PCO

ALSTOM Austria AG

0749

Electronic pressure recorder

29/03/84

01051/84

10/10/86

381392

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0749

Electronic pressure recorder

27/02/85

85890049.1

07/09/88

0156788

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0749

Electronic pressure recorder

27/02/85

P3564862

07/09/88

0156788

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0749

Electronic pressure recorder

27/02/85

85890049.1

07/09/88

0156788

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0749

Electronic pressure recorder

27/02/85

85890049.1

07/09/88

0156788

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0749

Electronic pressure recorder

27/02/85

85890049.1

07/09/88

0156788

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0749

Electronic pressure recorder

27/02/85

85890049.1

07/09/88

0156788

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0749

Electronic pressure recorder

27/02/85

85890049.1

07/09/88

0156788

Xxxxxxxx
Automation

HVB

HSO

ALSTOM Austria AG /
Hochspannungstechnik

0770

Device for minimizing the
effects on a power system
during the on-and-off-
switching of inductive and
capacitive elements in a
high voltage power system

10/09/85

02641/85

25/11/87

384502

Österr.
Elektrizitätswi
rtschafts XX
Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

HVB

HSO

ALSTOM Austria AG /
Hochspannungstechnik

0770

Device for minimizing the
effects on a power system
during the on-and-off-
switching of inductive and
capacitive elements in a
high voltage power system

05/08/86

86890224.8

26/07/89

0222727

Xxxxxxxx
Energie

ALSTOM
Austria AG

HVB

HSO

ALSTOM Austria AG /
Hochspannungstechnik

0770

Device for minimizing the
effects on a power system
during the on-and-off-
switching of inductive and
capacitive elements in a
high voltage power system

05/08/86

86890224.8

26/07/89

0222727

Xxxxxxxx
Energie

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0771

Electronic measuring
device

15/07/86

01923/86

25/01/89

387461

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0772

Device for controlling and
monitoring an electrical
power distribution
installation

29/07/86

02038/86

25/09/91

393338

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0778

Device for controlling and
monitoring an electrical
power distribution system

25/06/87

01600/87

28/03/89

387873

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0778

Device for controlling and
monitoring an electrical
power distribution system

01/04/88

88890083.4

04/03/92

0297079

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0778

Device for controlling and
monitoring an electrical
power distribution system

01/04/88

P3868722.4

04/03/92

0297079

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0778

Device for controlling and
monitoring an electrical
power distribution system

01/04/88

88890083.4

04/03/92

0297079

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0778

Device for controlling and
monitoring an electrical
power distribution system

01/04/88

88890083.4

04/03/92

0297079

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0781

Electronic controller

28/09/87

02449/87

26/05/89

388260

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0781

Electronic controller

23/06/88

88890162.6

12/05/93

0310589

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0781

Electronic controller

23/06/88

P3880948.6

12/05/93

0310589

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0781

Electronic controller

23/06/88

88890162.6

12/05/93

0310589

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0781

Electronic controller

23/06/88

88890162.6

12/05/93

0310589

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

HVB

HSO

ALSTOM Austria AG /
Hochspannungstechnik

0782

Device for the controlled
switching-on of inductive
elements in a high-voltage
power system

21/10/87

02777/87

26/05/89

388262

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0785

Pressure-resistant quick-
release interlock of panel

26/01/88

00140/88

10/10/89

389021

Xxxxxxxx &
Xxxxx

ALSTOM
Austria AG

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0789

Vorrichtung zum
gegenseitigen Verriegeln
der Antriebe zweier
elektrischer Trennschalter
in einer Schaltanlage

11/08/88

02019/88

09/03/95

399614

Xxxxxxxx
Energie

ALSTOM
Austria AG

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0789

Vorrichtung zum
gegenseitigen Verriegeln
der Antriebe zweier
elektrischer Trennschalter
in einer Schaltanlage

27/07/89

02799/89

30/09/91

678580-3

Xxxxxxxx
Energie

ALSTOM
Austria AG

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0812

Elektronische Einrichtung
mit einer Steckeinheit zur
Ausschaltüberwachung von
Schaltgeräten

06/06/89

01373/89

26/05/95

399429

Xxxxxxxx
Energie

ALSTOM
Austria AG

HVB

HSO

ALSTOM Austria AG /
Hochspannungstechnik

0814

Device for the controlled
switching of multi-phase
inductive elements in a
high-voltage power system

15/06/89

01459/89

17/11/92

395663

Xxxxxxxx
Energie

ALSTOM
Austria AG

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0818

Electronic device for
detecting and storing short-
circuit currents broken in a
circuit breaker

23/08/89

01991/89

26/05/95

399430

Xxxxxxxx
Energie

ALSTOM
Austria AG

HVB

HSO

ALSTOM Austria AG /
Hochspannungstechnik

0823

Kurzschlußfeste
Stromschienenverbindung
mit einem flexiblen
Dehnungsband

05/10/89

02305/89

25/06/92

394791

Xxxxxxxx
Energie

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0835

Device for measuring the
dimensions of a possibly
moving object

10/12/90

02497/90

17/03/93

396181

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0835

Device for measuring the
dimensions of a possibly
moving object

04/11/91

91890262.8

20/05/95

0490867

Xxxxxxxx
Xxxxxxxxxx

XXX

XXXXXX Xxxxxxx XX

0000

Device for measuring the
dimensions of a possibly
moving object

04/11/91

91890262.8

20/05/95

0490867

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0835

Device for measuring the
dimensions of a possibly
moving object

04/11/91

59105443.4

20/05/95

0490867

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0835

Device for measuring the
dimensions of a possibly
moving object

04/11/91

91890262.8

20/05/95

0490867

Xxxxxxxx
Xxxxxxxxxx

XXX

XXXXXX Xxxxxxx XX

0000

Device for measuring the
dimensions of a possibly
moving object

04/11/91

91890262.8

20/05/95

0490867

Xxxxxxxx
Xxxxxxxxxx

XXX

XXXXXX Xxxxxxx XX

0000

Device for measuring the
dimensions of a possibly
moving object

04/11/91

91890262.8

20/05/95

0490867

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0835

Device for measuring the
dimensions of a possibly
moving object

04/11/91

91890262.8

20/05/95

0490867

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0841

Conveyor of an
optoelectronic measuring
arrangement

28/02/91

00420/91

13/10/92

395481

Xxxxxxxx
Automation

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0858

Insulating protective board

30/11/92

02358/92

23/06/94

398143

Xxxxxxxx
Energie

ALSTOM
Austria AG

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0863

Enclosed high voltage
switchgear cubicle with
withdrawable isolating
truck

30/11/92

02359/92

13/04/94

397893

Xxxxxxxx
Energie

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0884

Cable route to electrical
devices

08/08/94

G08060/94

15/04/95

000238

Xxxxxxxx
Automation

1/2

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (i)

sprec bitro

LPO

Business

Cost
Center

Center

Patent

Family,

Alstom
reference

Xxxxxx
reference

Country

Filing date

Filing number

Grant date

Grant number

owner at filing

registered owner

legal ower

EAI

PCO

ALSTOM Austria AG

0884

Cable route to electrical devices

28/10/94

G9417358.3

22/12/94

9417358

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0911

Device of detect the dimension of a moving object

18/05/95

00841/95

10/02/98

403739

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0911

Device of detect the dimension of a moving object

11/04/96

96890068.8

Xxxxxxxx
Automation

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0919

Interlocking device meant for pressure-resistant door panel

24/07/96

G00429/96

15/04/97

1472

Xxxxxxxx
Energie

ALSTOM
Austria AG

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0934

Enclosed electrical high voltage switchgear

15/05/98

G00320/98

15/02/99

2759

Xxxxxxxx
Energie

ALSTOM
Austria AG

EAI

PCO

ALSTOM Austria AG

0937

Device to detect the profil contours and dimensions of a mo

21/04/99

G0265/99

15/05/00

003688

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0938

Device to detect the profil contours and dimensions of a moving object

21/04/99

G0266/99

15/05/00

003689

Xxxxxxxx
Automation

EAI

PCO

ALSTOM Austria AG

0944

Optoelectronic measuring arrangement

21/02/00

G0118/2000

15/03/01

004259

Xxxxxxxx
Automation

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

0949

Electrical contact arrangement

17/04/01

G00297/2001

27/05/02

005324

ALSTOM
Austria AG

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

949-1

Electrical contact arrangement

14/11/02

GM771/2002

ALSTOM
Austria AG

MVB

MSO

ALSTOM Austria AG /
Mittelspannungstechnik

949-2

Electrical contact arrangement

26/03/03

GM209/2003

ALSTOM
Austria AG

EAI

PCU

ALSTOM T&D
Bitronics Inc

US 6,496,342

A Distributed Monitoring and Protection System for a Distributed Power Network

2726200

Bitronics
Inc

Alstom T&D
Bitronics Inc

Alstom
T&D Inc

EAI

PCU

ALSTOM T&D
Bitronics Inc

US 6,496,342

A Distributed Monitoring and Protection System for a Distributed Power Network

17/08/00

1151516

Bitronics
Inc

Alstom T&D
Bitronics Inc

Alstom
T&D Inc

EAI

PCU

ALSTOM T&D
Bitronics Inc

US 6,496,342

A Distributed Monitoring and Protection System for a Distributed Power Network

12/02/99

60/119,947

Bitronics
Inc

Alstom T&D
Bitronics Inc

Alstom
T&D Inc

EAI

PCU

ALSTOM T&D
Bitronics Inc

US 6,496,342

A Distributed Monitoring and Protection System for a Distributed Power Network

17/08/00

WO0048284

Bitronics
Inc

Alstom T&D
Bitronics Inc

Alstom
T&D Inc

2/2

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

ARGENTINA

National Filing

05/12/2000

2.318.823

31/05/2002

1.874.293

31/05/2012

Registration

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

AUSTRALIA

National Filing

01/12/2000

859226

01/12/2000

859226

01/12/2010

Registration

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

BRAZIL

National Filing

12/12/2000

823468283

Publication

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

CANADA

National Filing

30/11/2000

1084995

08/04/2003

TMA579, 168

08/04/2018

Registration

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

CHINA

Inter. TM full term

06/12/2000

747 664

Office Action

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

04/12/2000

001984764

22/01/2002

001984764

04/12/2010

Registration

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

FRANCE

National Filing

13/06/2000

00 3033861

13/06/2000

00 3033861

12/06/2010

Registration

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

INDIA

National Filing

05/12/2000

975 120

Filing

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

06/12/2000

747 664

06/12/2000

747 664

06/12/2010

Registration

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

MALAYSIA

National Filing

06/12/2000

2000/17630

Filing

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

POLAND

Inter. TM full term

06/12/2000

747 664

Filing

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

SOUTH AFRICA

National Filing

06/12/2000

2000/24221

Filing

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

SWITZERLAND

Inter. TM full term

06/12/2000

747 664

Filing

A000038

CVCOM

TDRMF

FR - TDRMF/3158 (ALSTOM T&D Transf.Mesu)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

04/12/2000

76/174,902

Publication

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ALGERIA

Inter. TM full term

16/05/2001

761 647

16/05/2001

761 647

16/05/2011

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ARGENTINA

National Filing

22/11/2000

2.317.147

26/07/2002

1.879.824

26/07/2012

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

AUSTRALIA

National Filing

21/11/2000

857771

21/11/2000

857771

21/11/2010

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

BRAZIL

National Filing

13/12/2000

823469204

Publication

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CANADA

National Filing

20/11/2000

1083589

Office Action

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CHILE

National Filing

21/11/2000

508 820

Notice of Allowance

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CHINA

Inter. TM full term

16/05/2001

761 647

Office Action

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CZECH REPUBLIC

Inter. TM full term

16/05/2001

761 647

Filing

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

Comty of Serbia & Montenegro

Inter. TM full term

16/05/2001

761 647

Office Action

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EGYPT

Inter. TM full term

16/05/2001

761 647

Filing

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

20/11/2000

001962075

04/10/2002

001962075

20/11/2010

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

FRANCE

National Filing

21/11/2000

00 3067192

21/11/2000

00 3067192

20/11/2010

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

HONG KONG

National Filing

23/11/2000

2000/25694

Office Action

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

HUNGARY

Inter. TM full term

16/05/2001

761 647

16/05/2001

761 647

16/05/2011

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INDIA

National Filing

28/11/2000

973 612

Response to Office Action

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INDONESIA

National Filing

29/11/2000

D00.28834

22/11/2001

493643

29/11/2010

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

16/05/2001

761 647

16/05/2001

761 647

16/05/2011

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ISRAEL

National Filing

14/02/2001

146 756

02/10/2002

146756

14/02/2008

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

JAPAN

National Filing

27/11/2000

2000-127289

Response to Office Action

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

KOREA (Democr People’s Rep of)

Inter. TM full term

16/05/2001

761 647

30/11/2002

761 647

16/05/2011

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

KOREA (Republic of)

National Filing

23/11/2000

40-2000-54637

Notice of Allowance

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MALAYSIA

National Filing

29/11/2000

2000/17251

Filing

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MEXICO

National Filing

30/11/2000

460780

30/11/2000

785855

30/11/2010

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MOROCCO

Inter. TM full term

16/05/2001

761 647

Filing

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

NEW ZEALAND

National Filing

21/11/2000

627 578

Publication

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

NORWAY

Madrid Protocol

16/05/2001

761 647

Office Action

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

PARAGUAY

National Filing

21/11/2000

30485

07/12/2001

242688

07/12/2011

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

PHILIPPINES

National Filing

28/11/2000

4-2000-09788

Office Action

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

POLAND

Inter. TM full term

16/05/2001

761 647

Response to Office Action

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ROMANIA

Inter. TM full term

16/05/2001

761 647

Filing

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

RUSSIAN FEDERATION

Inter. TM full term

16/05/2001

761 647

Filing

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SINGAPORE

Madrid Protocol

16/05/2001

761 647

Publication

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SLOVAKIA

Inter. TM full term

16/05/2001

761 647

Filing

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SOUTH AFRICA

National Filing

21/11/2000

2000/23286

Filing

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SWITZERLAND

Inter. TM full term

16/05/2001

761 647

Filing

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TAIWAN

National Filing

23/11/2000

89-067748

01/06/2002

1000660

01/06/2012

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

THAILAND

National Filing

30/11/2000

440062

30/11/2001

Kor144906

29/11/2010

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TUNISIA

National Filing

23/11/2000

EE002263

23/11/2000

EE002263

23/11/2015

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TURKEY

Madrid Protocol

16/05/2001

761 647

Publication

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UKRAINE

Inter. TM full term

16/05/2001

761 647

05/12/2002

761 647

16/05/2011

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

GB - ALSTOM UK Ltd

GB - GEC ALSTHOM Limited

UNITED KINGDOM

National Filing

02/09/1997

2143609

27/03/1998

2 143 609

02/09/2007

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

21/11/2000

76/169,284

Publication

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

URUGUAY

National Filing

19/01/2001

329.072

17/05/2002

329.072

17/05/2012

Registration

A000043

MiCOM

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

VIET NAM

Inter. TM full term

16/05/2001

761 647

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

ALGERIA

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

BRAZIL

National Filing

30/07/2001

823617246

Publication

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

CANADA

National Filing

13/07/2001

TradeM. Journal

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

CHINA

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

CZECH REPUBLIC

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

EGYPT

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

13/07/2001

002300143

14/06/2002

002300143

13/07/2011

Registration

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

02/02/2001

01 3080476

02/02/2001

01 3080476

01/02/2011

Registration

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

INDIA

National Filing

17/07/2001

1027915

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

INDONESIA

National Filing

31/07/2001

16494.16297

10/05/2002

508294

31/07/2011

Registration

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

17/07/2001

763 540

17/07/2001

763 540

17/07/2011

Registration

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

MALAYSIA

National Filing

19/07/2001

2001/09260

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

MEXICO

National Filing

31/07/2001

499221

29/11/2001

724859

31/07/2011

Registration

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

MOROCCO

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

POLAND

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

RUSSIAN FEDERATION

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

SINGAPORE

Madrid Protocol

17/07/2001

763 540

Publication

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

SWITZERLAND

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

TAIWAN

National Filing

19/07/2001

90-029793

16/02/2003

1032990

16/02/2013

Registration

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

THAILAND

National Filing

30/07/2001

461028

30/07/2001

Kor155481

29/07/2011

Registration

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

TUNISIA

National Filing

16/07/2001

EE011306

16/07/2011

Filing

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

TURKEY

Madrid Protocol

17/07/2001

763 540

Notice of Allowance

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

18/07/2001

76/287,270

Publication

A000046

OPTIGIS

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

VIET NAM

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

ALGERIA

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

BRAZIL

National Filing

30/07/2001

823617246

Publication

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

CANADA

National Filing

13/07/2001

TradeM. Journal

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

CHINA

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

CZECH REPUBLIC

Inter. TM full term

17/07/2001

763 540

Filing

1/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

EGYPT

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

13/07/2001

002300143

14/06/2002

002300143

13/07/2011

Registration

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

FRANCE

National Filing

02/02/2001

01 3080476

02/02/2001

01 3080476

01/02/2011

Registration

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

INDIA

National Filing

17/07/2001

1027915

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

INDONESIA

National Filing

31/07/2001

16494.16297

10/05/2002

508294

31/07/2011

Registration

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

17/07/2001

763 540

17/07/2001

763 540

17/07/2011

Registration

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

MALAYSIA

National Filing

19/07/2001

2001/09260

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

MEXICO

National Filing

31/07/2001

499221

29/11/2001

724859

31/07/2011

Registration

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

MOROCCO

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

POLAND

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

RUSSIAN FEDERATION

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

SINGAPORE

Madrid Protocol

17/07/2001

763 540

Publication

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

SWITZERLAND

Inter. TM full term

17/07/2001

763 540

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

TAIWAN

National Filing

19/07/2001

90-029793

16/02/2003

1032990

16/02/2013

Registration

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

THAILAND

National Filing

30/07/2001

461028

30/07/2001

Kor155481

29/07/2011

Registration

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

TUNISIA

National Filing

16/07/2001

EE011306

16/07/2011

Filing

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

TURKEY

Madrid Protocol

17/07/2001

763 540

Notice of Allowance

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

18/07/2001

76/287,270

Publication

A000046

OPTIGIS

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

VIET NAM

Inter. TM full term

17/07/2001

763 540

Filing

A000047

OPTIGIB

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

06/03/2001

002115954

20/05/2002

002115954

06/03/2011

Registration

A000047

OPTIGIB

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

06/03/2001

002115954

20/05/2002

002115954

06/03/2011

Registration

A000048

OPTIGIM

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

06/03/2001

002116119

20/05/2002

002116119

06/03/2011

Registration

A000048

OPTIGIM

TDSEH

CH - TDSEH/3374 (ALSTOM AG)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

06/03/2001

002116119

20/05/2002

002116119

06/03/2011

Registration

A000049

RELAYLOUNGE

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

10/09/2001

002369239

06/01/2003

002369239

10/09/2011

Registration

A000049

RELAYLOUNGE

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

10/09/2001

002369239

06/01/2003

002369239

10/09/2011

Registration

A000049

RELAYLOUNGE

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

10/09/2001

002369239

06/01/2003

002369239

10/09/2011

Registration

A000049

RELAYLOUNGE

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

FRANCE

National Filing

22/03/2001

01 3090709

22/03/2001

01 3090709

21/03/2011

Publication of registration

A000049

RELAYLOUNGE

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

FRANCE

National Filing

22/03/2001

01 3090709

22/03/2001

01 3090709

21/03/2011

Publication of registration

A000049

RELAYLOUNGE

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

FRANCE

National Filing

22/03/2001

01 3090709

22/03/2001

01 3090709

21/03/2011

Publication of registration

A000049

RELAYLOUNGE

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

20/09/2001

73/316,796

Filing

A000049

RELAYLOUNGE

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

20/09/2001

73/316,796

Filing

A000049

RELAYLOUNGE

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

20/09/2001

73/316,796

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ALGERIA

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ARGENTINA

National Filing

07/01/2002

2.363.265

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

AUSTRALIA

National Filing

04/01/2002

899 553

04/01/2002

899 553

04/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

BRAZIL

National Filing

11/01/2002

824269225

Publication

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CANADA

National Filing

03/01/2002

1127095

Publication

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CHILE

National Filing

07/01/2002

554.610

Notice of Allowance

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CHINA

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CZECH REPUBLIC

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

Comty of Serbia & Montenegro

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EGYPT

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

03/01/2002

002523157

07/04/2003

002523157

03/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

03/01/2002

002523157

07/04/2003

002523157

03/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

03/01/2002

002523157

07/04/2003

002523157

03/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

FRANCE

National Filing

20/07/2001

01 3112710

20/07/2001

01 3112710

19/07/2011

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

HONG KONG

National Filing

07/01/2002

225/2002

Response to Office Action

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

HUNGARY

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INDIA

National Filing

07/01/2002

1072098

Response to Office Action

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INDONESIA

National Filing

18/01/2002

01063.01069

10/02/2003

528860

18/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

07/01/2002

774 614

07/01/2002

774 614

07/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ISRAEL

National Filing

10/01/2002

154484

04/03/2003

154484

10/01/2009

Publication

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

JAPAN

National Filing

09/01/2002

2002-000739

Office Action

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

KOREA (Democr People’s Rep of)

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

KOREA (Republic of)

National Filing

21/01/2002

40-2002-3116

Publication

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MALAYSIA

National Filing

09/01/2002

2002/00234

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MEXICO

National Filing

17/01/2002

528294

20/05/2002

747425

17/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MOROCCO

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

NEW ZEALAND

National Filing

04/01/2002

650 822

20/07/2001

650822

20/07/2008

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

NORWAY

Madrid Protocol

07/01/2002

774 614

01/04/2003

774614

07/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

PARAGUAY

National Filing

10/01/2002

303

Opposition

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

PHILIPPINES

National Filing

17/01/2002

4-2002-00401

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

POLAND

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ROMANIA

Inter. TM full term

07/01/2002

774 614

Response to Office Action

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

RUSSIAN FEDERATION

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SINGAPORE

Madrid Protocol

07/01/2002

774 614

07/01/2002

774 614

07/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SLOVAKIA

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SOUTH AFRICA

National Filing

04/01/2002

2002/00220

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SWITZERLAND

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TAIWAN

National Filing

08/01/2002

91-000764

16/04/2003

1040246

16/04/2013

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

THAILAND

National Filing

17/01/2002

477 719

15/08/2002

Kor166277

16/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TUNISIA

National Filing

09/01/2002

EE020037

09/01/2012

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TURKEY

Madrid Protocol

07/01/2002

774 614

20/11/2002

774 614

07/01/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UKRAINE

Inter. TM full term

07/01/2002

774 614

Filing

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

04/01/2002

76/355,181

Response to Office Action

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

URUGUAY

National Filing

16/01/2002

336.496

03/05/2002

336.496

03/05/2012

Registration

A000055

PACIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

VIET NAM

Inter. TM full term

07/01/2002

774 614

Filing

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ALGERIA

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ALGERIA

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ALGERIA

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

AUSTRALIA

National Filing

05/04/2002

908 607

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

BRAZIL

National Filing

05/04/2002

824474554

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CHILE

National Filing

05/04/2002

563.747

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CHINA

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CHINA

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CHINA

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CZECH REPUBLIC

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

2/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CZECH REPUBLIC

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

CZECH REPUBLIC

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

Comty of Serbia & Montenegro

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

Comty of Serbia & Montenegro

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

Comty of Serbia & Montenegro

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EGYPT

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EGYPT

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EGYPT

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

04/04/2002

002642437

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

04/04/2002

002642437

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

EUROPEAN UNION

Community Trademark

04/04/2002

002642437

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

FRANCE

National Filing

08/10/2001

01 3125355

08/10/2001

01 3 125 355

07/10/2011

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

FRANCE

National Filing

08/10/2001

01 3125355

08/10/2001

01 3 125 355

07/10/2011

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

FRANCE

National Filing

08/10/2001

01 3125355

08/10/2001

01 3 125 355

07/10/2011

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

HONG KONG

National Filing

08/04/2002

2002 04761

08/10/2001

6073/2003

08/10/2008

Registration

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

HUNGARY

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

HUNGARY

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

HUNGARY

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INDONESIA

National Filing

08/04/2002

06570-06642

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

04/04/2002

788 027

04/04/2002

788 027

04/04/2012

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

04/04/2002

788 027

04/04/2002

788 027

04/04/2012

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

04/04/2002

788 027

04/04/2002

788 027

04/04/2012

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

ISRAEL

National Filing

07/04/2002

156267

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

JAPAN

National Filing

08/04/2002

2002-028299

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

KOREA (Democr People's Rep of)

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

KOREA (Democr People's Rep of)

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

KOREA (Democr People's Rep of)

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MALAYSIA

National Filing

08/04/2002

2002/03713

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MEXICO

National Filing

08/04/2002

542239

28/10/2002

764933

08/04/2012

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MOROCCO

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MOROCCO

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

MOROCCO

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

NORWAY

Madrid Protocol

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

NORWAY

Madrid Protocol

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

NORWAY

Madrid Protocol

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

PARAGUAY

National Filing

05/04/2002

07712

19/06/2003

258402

19/06/2013

Registration

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

PHILIPPINES

National Filing

05/04/2002

4-2002-02808

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

POLAND

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

POLAND

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

POLAND

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

RUSSIAN FEDERATION

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

RUSSIAN FEDERATION

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

RUSSIAN FEDERATION

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SLOVAKIA

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SLOVAKIA

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SLOVAKIA

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SOUTH AFRICA

National Filing

05/04/2002

2002/04624

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SWITZERLAND

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SWITZERLAND

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

SWITZERLAND

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

THAILAND

National Filing

05/04/2002

484696

05/04/2002

Kor171418

04/04/2012

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TUNISIA

National Filing

04/04/2002

EE020616

04/04/2012

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TURKEY

Madrid Protocol

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TURKEY

Madrid Protocol

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

TURKEY

Madrid Protocol

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UKRAINE

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UKRAINE

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

UKRAINE

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

URUGUAY

National Filing

05/04/2002

339.421

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

VIET NAM

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

VIET NAM

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000062

SCADIS

TDPCL

FR - TDPCL/3127 (ALSTOM T&D P&C SA )

FR - ALSTOM

VIET NAM

Inter. TM full term

04/04/2002

788 027

Pre-Abandon

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

CHINA

Inter. TM full term

10/12/2002

795 137

10/12/2002

795 137

10/12/2012

Registration

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

CHINA

Inter. TM full term

10/12/2002

795 137

10/12/2002

795 137

10/12/2012

Registration

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

10/12/2002

002967156

Publication

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

10/12/2002

002967156

Publication

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 616

11/06/2002

02 3 168 616

10/06/2012

Publication of registration

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 616

11/06/2002

02 3 168 616

10/06/2012

Publication of registration

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

10/12/2002

795 137

10/12/2002

795 137

10/12/2012

Registration

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

10/12/2002

795 137

10/12/2002

795 137

10/12/2012

Registration

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

10/12/2002

78/192,969

Filing

A000070

FLEXIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

10/12/2002

78/192,969

Filing

A000071

NOVADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 613

10/06/2012

Pre-Abandon

A000071

NOVADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 613

10/06/2012

Pre-Abandon

A000072

PRIMADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 612

10/06/2012

Pre-Abandon

A000072

PRIMADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 612

10/06/2012

Pre-Abandon

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

CHINA

Inter. TM full term

10/12/2002

795 941

10/12/2002

795 941

10/12/2012

Registration

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

CHINA

Inter. TM full term

10/12/2002

795 941

10/12/2002

795 941

10/12/2012

Registration

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

10/12/2002

002967396

Filing

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

10/12/2002

002967396

Filing

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 614

11/06/2002

02 3 168 614

10/06/2012

Publication of registration

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 614

11/06/2002

02 3 168 614

10/06/2012

Publication of registration

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

10/12/2002

795 941

10/12/2002

795 941

10/12/2012

Registration

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

10/12/2002

795 941

10/12/2002

795 941

10/12/2012

Registration

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

10/10/2002

78/192,963

Filing

A000073

RELIDIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

10/10/2002

78/192,963

Filing

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

CHINA

Inter. TM full term

10/12/2002

795 940

10/12/2002

795 940

10/12/2012

Registration

2/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

CHINA

Inter. TM full term

10/12/2002

795 940

10/12/2002

795 940

10/12/2012

Registration

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

10/12/2002

002966281

Filing

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

10/12/2002

002966281

Filing

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 609

11/06/2002

02 3 168 609

10/06/2012

Publication of registration

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

11/06/2002

02 3 168 609

11/06/2002

02 3 168 609

10/06/2012

Publication of registration

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

10/12/2002

795 940

10/12/2002

795 940

10/12/2012

Registration

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

10/12/2002

795 940

10/12/2002

795 940

10/12/2012

Registration

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

10/12/2002

78/192,979

Filing

A000074

VERSADIS

TDDRC/1

FR - TDDRC/1/3141 (ALSTOM T&D SA)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

10/12/2002

78/192,979

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

CANADA

National Filing

09/01/2003

1164533

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

CANADA

National Filing

09/01/2003

1164533

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

09/01/2003

003001013

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

09/01/2003

003001013

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

FRANCE

National Filing

29/07/2002

02 3 177 058

29/07/2002

02 3 177 058

28/07/2012

Xxxxxxxxxxxx

X000000

XXXXXX

XXXXX

XX - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

FRANCE

National Filing

29/07/2002

02 3 177 058

29/07/2002

02 3 177 058

28/07/2012

Xxxxxxxxxxxx

X000000

XXXXXX

XXXXX

XX - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

INDIA

National Filing

13/01/2003

01166743

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Madrid Protocol

09/01/2003

805 406

09/01/2003

805 406

09/01/2013

Xxxxxxxxxxxx

X000000

XXXXXX

XXXXX

XX - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

09/01/2003

805 406

09/01/2003

805 406

09/01/2013

Xxxxxxxxxxxx

X000000

XXXXXX

XXXXX

XX - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Madrid Protocol

09/01/2003

805 406

09/01/2003

805 406

09/01/2013

Xxxxxxxxxxxx

X000000

XXXXXX

XXXXX

XX - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

09/01/2003

805 406

09/01/2003

805 406

09/01/2013

Xxxxxxxxxxxx

X000000

XXXXXX

XXXXX

XX - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

SINGAPORE

Madrid Protocol

09/01/2003

805 406

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

SINGAPORE

Madrid Protocol

09/01/2003

805 406

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

SWITZERLAND

Inter. TM full term

09/01/2003

805 406

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

SWITZERLAND

Inter. TM full term

09/01/2003

805 406

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

16/01/2003

78/204,142

Filing

A000075

ECOFIT

TDTDS

FR - TDTDS/3129 (Service Business Mangt)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

16/01/2003

78/204,142

Filing

A000082

ALTO

TDSTF

FR - TDSTF/3140 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

15/10/2002

02 3 189 500

15/10/2002

02 3 189 500

14/10/2012

Registration

A000083

CLIPPER

TDSTF

FR - TDSTF/3140 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

15/10/2002

02 3 189 495

15/10/2002

02 3 189 495

14/10/2012

Registration

A000084

ICEBERG

TDSTF

FR - TDSTF/3140 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

15/10/2002

02 3 189 496

15/10/2002

02 3 189 496

14/10/2012

Registration

A000085

MISTRAL

TDSTF

FR - TDSTF/3140 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

31/10/2002

02 3192705

31/10/2002

02 3 192 705

30/10/2012

Xxxxxxxxxxxx

X000000

XXXXXX

XXXXX

XX - TDSTF/3140 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

15/10/2002

02 3 189 497

15/10/2002

02 3 189 497

14/10/2012

Xxxxxxxxxxxx

X000000

XXXXXX

XXXXX

XX - TDSTF/3140 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

15/10/2002

02 3 189 498

15/10/2002

02 3 189 498

14/10/2012

Xxxxxxxxxxxx

X000000

XXXXXX

XXXXX

XX - TDSTF/3140 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

15/10/2002

02 3 189 499

14/10/2012

Publication

X000000

XXXXX

XX - TDARC/3145 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

18/11/2002

002936383

Publication

X000000

XXXXX

XX - TDARC/3145 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

18/11/2002

002936383

Publication

X000000

XXXXX

XX - TDARC/3145 (ALSTOM T&D SA)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

18/11/2002

002936383

Publication

A000094

SATELLIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM

FRANCE

National Filing

17/01/2003

03 3 204 670

17/01/2003

03 3 204670

16/01/2013

Registration

A000095

GALACTIS

TDMVB

FR - TDMVB (MVB Marketing)

FR - ALSTOM

BRAZIL

National Filing

26/06/2003

825623987

Publication

A000095

GALACTIS

TDMVB

FR - TDMVB (MVB Marketing)

FR - ALSTOM

CANADA

National Filing

23/07/2003

1182665

Filing

A000095

GALACTIS

TDMVB

FR - TDMVB (MVB Marketing)

FR - ALSTOM

CHINA

National Filing

Decision to file

A000095

GALACTIS

TDMVB

FR - TDMVB (MVB Marketing)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

23/06/2003

003234994

Filing

A000095

GALACTIS

TDMVB

FR - TDMVB (MVB Marketing)

FR - ALSTOM

FRANCE

National Filing

24/01/2003

03 3205966

24/01/2003

03 3205966

23/01/2013

Registration

A000095

GALACTIS

TDMVB

FR - TDMVB (MVB Marketing)

FR - ALSTOM

INDONESIA

National Filing

10/07/2003

D00.2003.17598.1775

Filing

A000095

GALACTIS

TDMVB

FR - TDMVB (MVB Marketing)

FR - ALSTOM

MALAYSIA

National Filing

26/06/2003

2003/07733

Filing

A000095

GALACTIS

TDMVB

FR - TDMVB (MVB Marketing)

FR - ALSTOM

MEXICO

National Filing

30/06/2003

607749

Filing

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

AUSTRALIA

National Filing

21/08/2003

Filing

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

AUSTRALIA

National Filing

21/08/2003

Filing

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

CANADA

National Filing

21/08/2003

Filing

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

CANADA

National Filing

21/08/2003

Filing

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

CHINA

Inter. TM full term

Decision to file

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

CHINA

Inter. TM full term

Decision to file

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

20/08/2003

003316999

Filing

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

EUROPEAN UNION

Community Trademark

20/08/2003

003316999

Filing

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

FRANCE

National Filing

17/03/2003

03 3215518

17/03/2003

03 3 214 518

16/03/2013

Registration

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

FRANCE

National Filing

17/03/2003

03 3215518

17/03/2003

03 3 214 518

16/03/2013

Registration

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

Decision to file

A000096

BITRONICS

TDPCU

US - TDPCU/4462 (ALSTOM T&D Bitronics)

FR - ALSTOM

INTERNATIONAL PROCEDURE

Inter. TM full term

Decision to file

A000097

GALADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM

UNITED STATES OF AMERICA

National Filing

03/07/2003

78/270,370

Filing

A000099

SILTRIM

TDTPQ

FR - TDTPQ/3143 (ALSTOM T&D SA)

FR - ALSTOM

FRANCE

National Filing

10/07/2003

03 3235827

09/07/2013

Publication

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

A.I.P.O

National Filing

23/12/1994

84 130

30/04/1996

34 637

23/12/2004

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ALGERIA

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - ALSTOM France SA

ARGENTINA

National Filing

09/12/1994

1 950 866

11/09/1995

1 574 840

11/09/2005

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - ALSTOM France SA

BRAZIL

National Filing

14/12/1993

817 654 178

05/03/1996

817 654 178

05/03/2006

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

CANADA

National Filing

09/11/1993

740 901

29/11/2000

TMA538,009

29/11/2015

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

CHILE

National Filing

15/12/1993

261 644

31/10/1994

433 619

31/10/2004

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

CHINA

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

CZECH REPUBLIC

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

DENMARK

National Filing

05/11/1993

VA 07.178 1993

29/03/1996

VR 02.042 1996

29/03/2006

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

22/06/1993

93 473 297

22/06/1993

93 473 297

21/06/2003

Requested Renewal

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

GREECE

National Filing

11/11/1993

116 665

17/05/1996

116 665

11/11/2003

Requested Renewal

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

INDONESIA

National Filing

14/12/1993

02/08/1996

329 192

Renewal Application

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

IRAN (Islamic Republic of)

National Filing

27/11/1993

110 264

09/03/1994

72 346

27/11/2003

Requested Renewal

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

IRELAND

National Filing

04/11/1993

93/5395

11/10/1995

160 371

21/06/2010

Renewal

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

KOREA (Republic of)

National Filing

22/12/1993

93-46095

20/04/1995

311 933

20/04/2005

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

LEBANON

National Filing

18/12/1993

418/208928

18/12/1993

62149

18/12/2008

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MALAYSIA

National Filing

15/11/1993

MA/8977/93

13/12/1995

93/08977

15/11/2010

Renewal

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

NORWAY

National Filing

30/11/1994

94.6798

29/02/1996

171 343

28/02/2006

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

PERU

National Filing

05/11/1993

230 582

22/02/1994

005 498

22/02/2004

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

PORTUGAL

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SLOVAKIA

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Registration

4/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

05/11/1993

609 507

05/11/1993

609 507

05/11/2013

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

TAIWAN

National Filing

04/02/1994

83-005563

16/12/1994

664 945

16/12/2004

Xxxxxxxxxxxx

000

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

THAILAND

National Filing

14/12/1993

257 255

12/05/1995

KOR28670

13/12/2003

Requested
Renewal

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

TUNISIA

National Filing

04/11/1993

EE 93.1094

04/11/1993

EE 93.1094

04/11/2008

Xxxxxxxxxxxx

XX000000

XXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

TURKEY

National Filing

19/11/1993

12640/93

19/11/1993

148 449

19/11/2003

Requested
Renewal

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

UNITED KINGDOM

National Filing

05/11/1993

1 552 787

22/06/1993

1 552 787

22/06/2010

Renewal

AH000031

NORMACLAD

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

URUGUAY

National Filing

26/11/1993

266 766

08/06/1995

266 766

08/06/2005

Xxxxxxxxxxxx

XX000000

XXXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BOSNIA AND HERZEGOVINA

Inter. TM full term

21/08/1996

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BOSNIA AND HERZEGOVINA

Inter. TM full term

21/08/1996

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BOSNIA AND HERZEGOVINA

Inter. TM full term

21/08/1996

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

CZECH REPUBLIC

Inter. TM full term

15/02/1993

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

CZECH REPUBLIC

Inter. TM full term

15/02/1993

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

CZECH REPUBLIC

Inter. TM full term

15/02/1993

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MACEDONIA(former Yugoslav Rep)

Inter. TM full term

13/09/1993

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MACEDONIA(former Yugoslav Rep)

Inter. TM full term

13/09/1993

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MACEDONIA(former Yugoslav Rep)

Inter. TM full term

13/09/1993

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

PORTUGAL

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

PORTUGAL

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

PORTUGAL

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SLOVAKIA

Inter. TM full term

15/02/1993

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SLOVAKIA

Inter. TM full term

15/02/1993

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SLOVAKIA

Inter. TM full term

15/02/1993

R 303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - ALSTOM France SA

SPAIN

National Filing

28/04/1969

587 359

28/04/2009

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

TUNISIA

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

TUNISIA

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

TUNISIA

Inter. TM full term

18/10/1965

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

VIET NAM

Inter. TM full term

30/11/1984

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

VIET NAM

Inter. TM full term

30/11/1984

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000032

NORMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

VIET NAM

Inter. TM full term

30/11/1984

303 773

18/10/1965

303 773

18/10/2005

Renewal

AH000033

NORMASOURCE

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

01/10/1993

93 485 890

01/10/1993

93 485 890

30/09/2003

Requested
Renewal

AH000033

NORMASOURCE

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

GREECE

National Filing

29/10/1999

142153

19/03/2001

142153

29/10/2009

Xxxxxxxxxxxx

XX000000

XXXXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

13/10/1999

722 215

13/10/1999

722 215

13/10/2009

Xxxxxxxxxxxx

XX000000

XXXXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

13/10/1999

722 215

13/10/1999

722 215

13/10/2009

Xxxxxxxxxxxx

XX000000

XXXXXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

13/10/1999

722 215

13/10/1999

722 215

13/10/2009

Registration

AH000037

XXXXX K

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FRANCE

National Filing

05/03/1980

547 122

05/03/1980

1 126 092

19/02/2010

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ALGERIA

National Filing

23/06/1966

0088

23/06/1966

8994

30/06/2012

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

AUSTRALIA

National Filing

20/03/1968

217 898

22/03/1968

A217 898

22/03/2013

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - ALSTHOM ATLANTIQUE

CANADA

National Filing

19/03/1968

311 871

28/03/1969

161 853

12/04/2014

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

5/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

GREECE

National Filing

16/03/1968

39 228

17/06/1969

39 228

16/03/2008

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

INDIA

National Filing

13/03/1968

2478/3

13/03/1968

5478/3

13/03/2010

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

INDONESIA

National Filing

20/05/1968

14/05/1969

92 070

11/02/2002

Renewal Application

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

INDONESIA

National Filing

20/05/1968

14/05/1969

92 070

11/02/2002

Renewal Application

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

LEBANON

National Filing

04/06/1949

1712

04/06/1949

1712

24/09/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

SOUTH AFRICA

National Filing

06/02/1952

1545/52

02/06/1952

1545/52

02/06/2006

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - ALSTHOM

TUNISIA

National Filing

21/05/1949

141 764

21/05/1949

141 764

18/05/2004

Re-Registration

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

TURKEY

National Filing

05/04/1968

15 036/68

05/04/1968

38 113

05/04/2008

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - ALSTHOM

UNITED KINGDOM

National Filing

14/03/1968

922 451

14/03/1968

922 451

14/03/2013

Renewal Publication

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

URUGUAY

National Filing

15/06/1949

57 053

15/06/1949

86 656

22/08/2006

Renewal

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

VENEZUELA

National Filing

03/04/1968

21 652

03/08/1970

59 479

03/08/2000

Renewal Filing Date

AH000038

NORMABLOC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

VIET NAM

Inter. TM full term

21/05/1949

141 764

21/05/1949

141 764

21/05/2009

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

17/05/1965

531 430

17/05/1965

248 962

14/12/2007

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

17/05/1965

531 430

17/05/1965

248 962

14/12/2007

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

17/05/1965

531 430

17/05/1965

248 962

14/12/2007

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

TUNISIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Xxxxxxxxxxxx

XX000000

XXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

TUNISIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Xxxxxxxxxxxx

XX000000

XXXXXXXX

XXXXX

XX - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

TUNISIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Registration

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

EGYPT

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

6/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FRANCE

National Filing

17/05/1965

531 430

17/05/1965

248 962

14/12/2007

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FRANCE

National Filing

17/05/1965

531 430

17/05/1965

248 962

14/12/2007

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FRANCE

National Filing

17/05/1965

531 430

17/05/1965

248 962

14/12/2007

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

MONACO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SAN MARINO

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Renewal

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

TUNISIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Registration

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

TUNISIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Registration

AH000039

NORMADIS

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

TUNISIA

Inter. TM full term

18/10/1965

303 772

18/10/1965

303 772

18/10/2005

Registration

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

AUSTRIA

Inter. TM full term

12/08/1980

454 393

12/08/1980

454 393

12/08/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

12/08/1980

454 393

12/08/1980

454 393

12/08/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FINLAND

National Filing

15/08/1980

4334/80

20/04/1983

85 083

20/04/2003

Requested Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FRANCE

National Filing

05/03/1980

547 123

05/03/1980

1 126 093

19/02/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

GERMANY

Inter. TM full term

12/08/1980

454 393

12/08/1980

454 393

12/08/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

GREECE

National Filing

28/08/1980

67 060

17/08/1982

67 060

28/08/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

12/08/1980

454 393

12/08/1980

454 393

12/08/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

IRELAND

National Filing

15/08/1980

2303/80

21/01/1987

(R) 101 982

05/03/2011

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

12/08/1980

454 393

12/08/1980

454 393

12/08/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

12/08/1980

454 393

12/08/1980

454 393

12/08/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

NORWAY

National Filing

15/08/1980

80 2294

23/07/1981

108 918

23/07/2011

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

PORTUGAL

Inter. TM full term

12/08/1980

454 393

12/08/1980

454 393

12/08/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

12/08/1980

454 393

12/08/1980

454 393

12/08/2010

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

TUNISIA

National Filing

12/08/1980

454 393

12/08/1980

454 393

11/08/2015

Renewal

AH000040

NORMAKIT

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - ALSTHOM

UNITED KINGDOM

National Filing

14/08/1980

1 138 807

23/03/1982

B 1 138 807

05/03/2011

Renewal

AH000041

NORMAREC

TDEBT/1

FR - TDEBT/1/3750 (ALSTOM T&D EBT SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

FRANCE

National Filing

24/04/1978

276 551

24/04/1978

1 090 279

25/03/2008

Renewal

AH000044

LOCALISOL

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

04/03/1968

40 171

04/03/1968

750 171

05/02/2008

Pre-abandon (not paying)

AH000045

MESURISOL

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

29/07/1976

424 157

29/07/1976

424 157

29/07/2006

Pre-abandon (not paying)

AH000045

MESURISOL

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

05/04/1966

10 416

05/04/1966

713 160

04/03/2006

Pre-abandon (not paying)

AH000045

MESURISOL

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

29/07/1976

424 157

29/07/1976

424 157

29/07/2006

Pre-abandon (not paying)

AH000045

MESURISOL

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

29/07/1976

424 157

29/07/1976

424 157

29/07/2006

Pre-abandon (not paying)

AH000045

MESURISOL

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

29/07/1976

424 157

29/07/1976

424 157

29/07/2006

Pre-abandon (not paying)

AH000045

MESURISOL

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

NORWAY

National Filing

26/05/1976

10/02/1977

98 262

10/02/2007

Pre-abandon (not paying)

AH000045

MESURISOL

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

29/07/1976

424 157

29/07/1976

424 157

29/07/2006

Pre-abandon (not paying)

AH000045

MESURISOL

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SPAIN

Inter. TM full term

29/07/1976

424 157

29/07/1976

424 157

29/07/2006

Pre-abandon (not paying)

AH000046

MICROSHUNTEUR

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

29/03/1966

40 112

29/03/1966

716 028

04/03/2006

Pre-Abandon

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ALGERIA

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BENELUX

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

BOSNIA AND HERZEGOVINA

Inter. TM full term

03/11/1970

373 009

30/06/1995

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

CZECH REPUBLIC

Inter. TM full term

03/11/1970

373 009

15/02/1993

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

Comty of Serbia & Montenegro

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

08/07/1970

100 504

08/07/1970

797 854

07/06/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

HUNGARY

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INDIA

National Filing

10/05/1976

314 726

15/06/1982

140 915

10/05/2004

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

INTERNATIONAL PROCEDURE

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ITALY

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

LIECHTENSTEIN

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MACEDONIA(former Yugoslav Rep)

Inter. TM full term

03/11/1970

373 009

13/09/1993

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

MOROCCO

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

ROMANIA

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SLOVAKIA

Inter. TM full term

03/11/1970

373 009

15/02/1993

373 009

03/11/2010

Pre-abandon (not paying)

AH000047

TROPIC

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

SWITZERLAND

Inter. TM full term

03/11/1970

373 009

03/11/1970

373 009

03/11/2010

Pre-abandon (not paying)

AH000048

TROPITEST

TDPCV

FR - TDPCV/3144 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FRANCE

National Filing

25/11/1975

203 411

25/11/1975

933 930

14/11/2005

Pre-abandon (not paying)

ALV000001

GEMCASE

TDLVK

GB - TDLVK/3452 (ALSTOM T&D LowVolt.Equ)

GB - ALSTOM T&D Low Volt Equ Ltd (TDLVK)

GB - GEC ALSTHOM Low Voltage Equipment

UNITED KINGDOM

National Filing

04/04/1975

B 1 044 544

20/08/1976

B 1 044 544

04/04/2006

Renewal

ALV000004

STARTAC

TDLVK

GB - TDLVK/3452 (ALSTOM T&D LowVolt.Equ)

GB - ALSTOM T&D Low Volt Equ Ltd (TDLVK)

GB - The General Electric Company Ltd

NEW ZEALAND

National Filing

18/02/1972

97911

18/02/1972

B97911

18/02/2007

Renewal

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

ALGERIA

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

ALGERIA

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

ALGERIA

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

7/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

ALGERIA

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

BENELUX

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

BENELUX

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

BENELUX

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

BENELUX

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

BOSNIA AND HERZEGOVINA

Inter. TM full term

30/06/1995

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

BOSNIA AND HERZEGOVINA

Inter. TM full term

30/06/1995

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

BOSNIA AND HERZEGOVINA

Inter. TM full term

30/06/1995

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

BOSNIA AND HERZEGOVINA

Inter. TM full term

30/06/1995

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

CANADA

National Filing

25/09/1975

390 079

06/05/1977

220 369

06/05/2007

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

CANADA

National Filing

25/09/1975

390 079

06/05/1977

220 369

06/05/2007

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

CROATIA

Inter. TM full term

15/12/1992

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

CROATIA

Inter. TM full term

15/12/1992

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

CROATIA

Inter. TM full term

15/12/1992

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

CROATIA

Inter. TM full term

15/12/1992

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

Comty of Serbia & Montenegro

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

Comty of Serbia & Montenegro

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

Comty of Serbia & Montenegro

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

Comty of Serbia & Montenegro

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

EGYPT

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

EGYPT

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

EGYPT

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

EGYPT

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

FRANCE

National Filing

27/05/1975

191 576

27/05/1975

921 610

20/05/2005

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR—TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

FRANCE

National Filing

27/05/1975

191 576

27/05/1975

921 610

20/05/2005

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

FRANCE

National Filing

27/05/1975

191 576

27/05/1975

921 610

20/05/2005

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

FRANCE

National Filing

27/05/1975

191 576

27/05/1975

921 610

20/05/2005

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

GERMANY

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

INTERNATIONAL PROCEDURE

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

INTERNATIONAL PROCEDURE

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

INTERNATIONAL PROCEDURE

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

INTERNATIONAL PROCEDURE

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

ITALY

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

ITALY

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

ITALY

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

ITALY

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

MOROCCO

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

MOROCCO

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

MOROCCO

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

MOROCCO

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

SPAIN

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

SPAIN

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

SPAIN

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

SPAIN

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

SWITZERLAND

Inter. TM full term

24/09/1975

418 015

24/09/1975

418 015

24/09/2015

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

TUNISIA

National Filing

24/09/1975

418 015

24/09/1975

418 015

20/09/2010

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

TUNISIA

National Filing

24/09/1975

418 015

24/09/1975

418 015

20/09/2010

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

TUNISIA

National Filing

24/09/1975

418 015

24/09/1975

418 015

20/09/2010

Pre-abandon (not paying)

ATC000001

CETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - Cie EUROPEENNE DE TELETRANSMISSION

TUNISIA

National Filing

24/09/1975

418 015

24/09/1975

418 015

20/09/2010

Pre-abandon (not paying)

ATC000003

PROCETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - GEC ALSTHOM T&D CETT S.A.

FRANCE

National Filing

23/03/1988

915 500

23/03/1988

1 456 978

22/03/2008

Pre-abandon (not paying)

ATC000003

PROCETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - GEC ALSTHOM T&D CETT S.A.

FRANCE

National Filing

23/03/1988

915 500

23/03/1988

1 456 978

22/03/2008

Pre-abandon (not paying)

ATC000003

PROCETT

TDCET

FR - TDCET/3131 (ALSTOM T&D P&C SA)

FR - ALSTOM T&D P&C (TDCET)

FR - GEC ALSTHOM T&D CETT S.A.

FRANCE

National Filing

23/03/1988

915 500

23/03/1988

1 456 978

22/03/2008

Pre-abandon (not paying)

ATD000001

C.E.R.D.A.

TDARC

FR - TDARC/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FRANCE

National Filing

25/01/1958

469 840

25/01/1958

469 840

24/11/2012

Renewal

ATD000001

C.E.R.D.A.

TDARC

FR - TDARC/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FRANCE

National Filing

25/01/1958

469 840

25/01/1958

469 840

24/11/2012

Renewal

ATD000001

C.E.R.D.A.

TDARC

FR - TDARC/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FRANCE

National Filing

25/01/1958

469 840

25/01/1958

469 840

24/11/2012

Renewal

ATD000001

C.E.R.D.A.

TDARC

FR - TDARC/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FRANCE

National Filing

25/01/1958

469 840

25/01/1958

469 840

24/11/2012

Renewal

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ALGERIA

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ALGERIA

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

AUSTRIA

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

AUSTRIA

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - ALSTHOM ATLANTIQUE

CANADA

National Filing

19/03/1968

311 870

21/03/1969

161 729

21/03/2014

Registration

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CZECH REPUBLIC

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CZECH REPUBLIC

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

EGYPT

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

EGYPT

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

GERMANY

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

GERMANY

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

HUNGARY

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

HUNGARY

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

INTERNATIONAL PROCEDURE

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

INTERNATIONAL PROCEDURE

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

IRELAND

National Filing

14/10/1983

2772/83

14/10/1983

113 744

14/10/2004

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ITALY

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ITALY

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

LIECHTENSTEIN

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

LIECHTENSTEIN

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MONACO

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MONACO

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MOROCCO

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MOROCCO

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

PERU

National Filing

08/11/1983

072307

10/02/1984

51969

10/02/2004

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ROMANIA

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ROMANIA

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SAN MARINO

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SAN MARINO

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SINGAPORE

National Filing

02/11/1983

5770/83

02/11/1983

5770/83

02/11/2004

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SLOVAKIA

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

8/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SLOVAKIA

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SWEDEN

National Filing

27/02/1968

875/1968

11/04/1969

126 912

11/04/2009

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SWEDEN

National Filing

27/02/1968

875/1968

11/04/1969

126 912

11/04/2009

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SWITZERLAND

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SWITZERLAND

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

VIET NAM

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000002

FLUOBLOC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

VIET NAM

Inter. TM full term

30/04/1965

296 964

30/04/1965

296 964

30/04/2005

Pre-Abandon

ATD000003

FLUODUC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CANADA

National Filing

19/09/1980

458992

28/08/1981

261 942

28/08/2011

Pre-Abandon

ATD000003

FLUODUC

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

24/07/1974

177 018

24/07/1974

177 018

13/07/2004

Pre-Abandon

ATD000004

CB WATCH

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CANADA

National Filing

25/11/1997

862 587

Filing

ATD000004

CB WATCH

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

06/11/1997

97 703 074

06/11/1997

97 703 074

05/11/2007

Registration

ATD000004

CB WATCH

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

GERMANY

National Filing

25/11/1997

397 56 463.5

31/03/1998

397 56 463

25/11/2007

Registration

ATD000004

CB WATCH

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ITALY

National Filing

28/11/1997

T097C003163

29/11/1999

795221

28/11/2007

Registration

ATD000004

CB WATCH

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SPAIN

National Filing

28/11/1997

2128946

22/06/1998

2128946

28/11/2007

Registration

ATD000004

CB WATCH

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

UNITED STATES OF AMERICA

National Filing

29/05/1997

75/300 098

28/08/2001

2,481,095

28/08/2011

Registration

ATD000005

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

22/11/1994

94 545 677

22/11/1994

94 545 677

21/11/2004

Pre-Abandon

ATD000006

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

22/11/1994

94 545 678

22/11/1994

94 545 678

21/11/2004

Pre-Abandon

ATD000007

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FRANCE

National Filing

14/11/1980

578 897

14/11/1980

1 154 774

23/10/2010

Renewal

ATD000008

TDAHT

FR - TDAHT/3145 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

03/02/1995

95 556 544

03/02/1995

95 556 544

02/02/2005

Registration

ATD000009

TGT

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

07/12/1993

93 495 443

07/12/1993

93 495 443

06/12/2003

Registration

ATD000009

TGT

TDBHT

FR - TDBHT/3147 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

UNITED KINGDOM

National Filing

17/02/1995

2 011 464

17/02/1995

2 011 464

17/02/2005

Registration

ATD000010

CEMAFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

10/12/1974

182 499

10/12/1974

913 035

04/12/2004

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

A.I.P.O

National Filing

25/09/1987

77 471

23/12/1987

27 585

25/09/2007

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ALBANIA

National Filing

30/09/1987

4 515

30/05/1988

4 515

04/10/2004

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

ALGERIA

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM

ARGENTINA

National Filing

17/01/2001

2.324.061

18/07/2002

1.878.677

18/07/2012

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

ARMENIA

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

AUSTRALIA

National Filing

18/09/1987

472 987

08/01/1991

A 472 987

18/09/2008

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

AUSTRIA

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

AZERBAIJAN

Inter. TM full term

03/04/1996

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

BENELUX

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

BOSNIA AND HERZEGOVINA

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM

BRAZIL

National Filing

17/01/2001

823522369

Publication

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

BULGARIA

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

CHINA

National Filing

01/12/1987

41 013

10/12/1988

332 150

10/12/2008

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CONGO (Democratic Rep. of the)

National Filing

27/11/1987

NP/343/EXT/88

27/11/1987

1286/87

27/11/2007

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

CROATIA

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

CZECH REPUBLIC

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

Comty of Serbia & Montenegro

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

DENMARK

National Filing

15/09/1987

VA 1987 06116

18/08/1989

VR 1989 05010

18/08/2009

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

EGYPT

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FINLAND

National Filing

16/09/1987

3874/87

20/09/1989

105 265

20/09/2009

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

04/10/1984

716 543

04/10/1984

1 285 711

04/10/2004

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

GERMANY

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

GREECE

National Filing

08/10/1987

86 946

17/01/1990

86 946

08/10/2007

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - ALSTHOM

GUINEA

National Filing

15/01/1988

010/G

15/01/1988

010/G/88

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

HUNGARY

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

INDIA

National Filing

23/09/1987

478 923

30/11/1994

478 923

23/09/2008

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

INDONESIA

National Filing

05/10/1987

235 884

29/06/1988

235 884

05/10/2007

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

INTERNATIONAL PROCEDURE

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - ALSTHOM

IRAN (Islamic Republic of)

National Filing

11/10/1987

92 792

05/01/1988

62 166

11/10/2007

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

IRELAND

National Filing

14/09/1987

124 584

20/09/1988

124 584

14/09/2008

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

ITALY

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

LATVIA

National Filing

20/12/1992

M-92-3369

12/11/1993

M 11 324

20/12/2012

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

LIECHTENSTEIN

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM SA

LITHUANIA

National Filing

23/09/1993

RL 11 873

14/12/1994

13570

23/09/2003

Requested Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

MACEDONIA(former Yugoslav Rep)

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - ALSTHOM

MALAYSIA

National Filing

25/09/1987

MA/4452/87

Filing

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

MOLDOVA (Republic of)

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

MONACO

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

MOROCCO

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

NEW ZEALAND

National Filing

21/09/1987

174 956

12/12/1990

174 956

21/09/2008

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

NIGERIA

National Filing

07/10/1987

TP.2929

19/12/1987

RTM. 53802

07/10/2008

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

NORWAY

National Filing

15/09/1987

87.3763

29/12/1988

134 820

29/12/2008

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

PAKISTAN

National Filing

24/09/1987

95 865

29/10/1990

95 865

24/09/2009

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

POLAND

National Filing

27/11/1987

Z-85206

08/06/1989

63086

27/11/2007

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

PORTUGAL

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

ROMANIA

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

RUSSIAN FEDERATION

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SAN MARINO

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SINGAPORE

National Filing

24/09/1987

4681/87

24/09/1987

2681/87

24/09/2004

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SLOVAKIA

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SLOVENIA

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SOUTH AFRICA

National Filing

21/09/1987

877 323

28/11/1989

87 7323

21/09/2007

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SPAIN

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SWEDEN

National Filing

18/09/1987

87-07156

01/11/1991

227 372

01/11/2011

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SWITZERLAND

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

THAILAND

National Filing

14/10/1987

170 068

25/10/1988

118 377

13/10/2007

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

TUNISIA

Inter. TM full term

25/09/1987

516 434

25/09/2007

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

TURKEY

National Filing

12/10/1987

60719/87

12/10/1987

101 052

12/10/2007

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

TURKMENISTAN

National Filing

14/12/1995

1(1634)

03/08/1998

2284

03/08/2008

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

UNITED KINGDOM

National Filing

17/09/1987

1 321 651 A

11/08/1989

1 321 651

17/09/2008

Renewal

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM

URUGUAY

National Filing

25/01/2001

329 182

22/06/2001

329.182

22/06/2011

Registration

ATD000011

FLUOKIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

UZBEKISTAN

Inter. TM full term

25/09/1987

516 434

25/09/1987

516 434

25/09/2007

Registration

ATD000012

FLUOMATIC

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

31/01/1975

185 064

31/01/1975

916 709

21/01/2005

Renewal

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

A.I.P.O

National Filing

27/07/1995

84 737

05/09/1996

35273

27/07/2005

Publication

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ALBANIA

National Filing

20/09/1995

AL/M/95/00890

28/04/1998

6845

20/09/2005

Registration

9/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

ALGERIA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ARGENTINA

National Filing

05/07/1995

1 990 437

17/05/1996

1 600 181

17/05/2006

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

ARMENIA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

AUSTRALIA

National Filing

17/07/1995

666 823

17/01/1997

666 823

17/07/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

AUSTRIA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

BENELUX

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

BOSNIA AND HERZEGOVINA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM

BRAZIL

National Filing

17/01/2001

823522377

Publication

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

BULGARIA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

CHINA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CONGO (Democratic Rep. of the)

National Filing

14/08/1995

NP/1036/ZAI/95

10/04/1997

5123/95

14/08/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

CROATIA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

CZECH REPUBLIC

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

Comty of Serbia & Montenegro

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

DENMARK

National Filing

10/07/1995

VA 05.182 1995

21/06/1996

VR 03.651 1996

21/06/2006

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

EGYPT

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FINLAND

National Filing

10/07/1995

3958/95

05/03/1996

143 221

05/03/2006

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

14/02/1995

95 558 181

14/02/1995

95 558 181

13/02/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

GERMANY

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

GREECE

National Filing

26/07/1995

125 468

17/02/1998

125 468

26/07/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

HUNGARY

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

INDIA

National Filing

17/07/1995

673 460

Office Action

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

INDONESIA

National Filing

11/08/1995

06/06/1996

361498

11/08/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

INTERNATIONAL PROCEDURE

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

IRAN (Islamic Republic of)

National Filing

08/08/1995

7 405 609

24/09/1996

78 666

08/08/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

IRELAND

National Filing

10/07/1995

4682/95

24/07/1996

167 004

14/02/2012

Renewal

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

ITALY

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

LATVIA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

LEBANON

National Filing

10/08/1995

751/375138

10/08/1995

66656

10/08/2010

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

LIECHTENSTEIN

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

LITHUANIA

National Filing

14/07/1995

95-1894

11/09/1998

29360

14/07/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

MACEDONIA(former Yugoslav Rep)

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MALAYSIA

National Filing

14/08/1995

MA/8201/95

Office Action

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

MOLDOVA (Republic of)

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

MONACO

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

MOROCCO

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

NEW ZEALAND

National Filing

12/07/1995

251 128

05/02/1997

251 128

14/02/2016

Renewal

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

NORWAY

National Filing

07/07/1995

95.4263

14/11/1996

177 949

14/11/2006

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

POLAND

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

PORTUGAL

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

ROMANIA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

RUSSIAN FEDERATION

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SAN MARINO

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SINGAPORE

National Filing

02/08/1995

S/7117/95

14/02/1995

T95/07117G

14/02/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SLOVAKIA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SLOVENIA

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SOUTH AFRICA

National Filing

13/07/1995

95/8832

12/06/1998

95/8832

13/07/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SPAIN

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SWEDEN

National Filing

07/07/1995

95-07848

22/03/1996

310 461

22/03/2006

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SWITZERLAND

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

TAIWAN

National Filing

08/08/1995

84-040013

16/10/1996

732 106

16/10/2006

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

THAILAND

National Filing

11/08/1995

291 083

09/08/1996

KOR48041

10/08/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

TUNISIA

National Filing

13/07/1995

EE 95.0966

13/07/1995

EE 95.0966

13/07/2010

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

TURKEY

National Filing

21/07/1995

7489/95

21/07/1995

162 391

21/07/2005

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

URUGUAY

National Filing

17/07/1995

279 441

09/10/1998

279.441

09/10/2008

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

UZBEKISTAN

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000013

FLUOPACK

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

VIET NAM

Inter. TM full term

30/06/1995

638 718

30/06/1995

638 718

30/06/2015

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ALGERIA

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ARGENTINA

National Filing

08/03/1985

1 479 679

05/12/2006

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ARMENIA

Inter. TM full term

18/08/1994

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - ALSTHOM ATLANTIQUE

AUSTRALIA

National Filing

25/02/1985

422 776

29/09/1988

A 422 776

25/02/2006

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

AUSTRIA

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

AZERBAIJAN

Inter. TM full term

03/04/1996

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

BENELUX

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

BOSNIA AND HERZEGOVINA

Inter. TM full term

16/08/1995

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

BRAZIL

National Filing

12/03/1985

811916243

02/09/1986

811 916 243

02/09/2006

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

CANADA

National Filing

10/07/1985

545 941

01/08/1986

316 867

01/08/2016

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CHILE

National Filing

03/04/1985

295.349

03/04/1985

295.349

24/03/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CHINA

National Filing

13/03/1985

7152

30/01/1986

242 961

30/01/2006

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

COLOMBIA

National Filing

18/03/1985

332

10/02/1988

120 240

10/02/2013

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CZECH REPUBLIC

Inter. TM full term

15/02/1993

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

Comty of Serbia & Montenegro

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

DENMARK

National Filing

16/07/1986

VA 1028 1985

19/09/1986

VR 02.695 1986

19/09/2006

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

EGYPT

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

04/10/1984

716 542

04/10/1984

1 285 710

04/10/2004

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

GERMANY

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

GREECE

National Filing

11/03/1985

79 380

13/02/1986

79 380

11/03/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

HUNGARY

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

INDIA

National Filing

28/02/1985

434 784

27/02/1991

174 058

28/02/2006

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

INDONESIA

National Filing

28/02/1985

197 185

19/08/1985

197 185

18/08/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

INTERNATIONAL PROCEDURE

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

IRAN (Islamic Republic of)

National Filing

02/03/1985

87 794

30/05/1985

59 376

02/03/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

IRELAND

National Filing

22/02/1985

571/85

29/08/1986

115 305

04/10/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ITALY

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

KOREA (Democr People’s Rep of)

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

LIECHTENSTEIN

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MACEDONIA(former Yugoslav Rep)

Inter. TM full term

13/09/1993

491 500

04/02/1985

491 500

04/02/2005

Registration

10/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 Part 1 (ii)

Memotech

File N*

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MALAYSIA

National Filing

06/03/1985

MA/994/85

Filing

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MOLDOVA (Republic of)

Inter. TM full term

25/04/1994

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MONACO

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MOROCCO

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - ALSTHOM

NIGERIA

National Filing

17/04/1985

46 769

06/02/1989

46 769

17/04/2006

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

NORWAY

National Filing

21/02/1985

850 711

14/11/1985

123 092

14/11/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM Holdings

FR - GEC ALSTHOM SA

PAKISTAN

National Filing

03/03/1985

85 567

10/08/1987

85 567

03/03/2007

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

PORTUGAL

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ROMANIA

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

RUSSIAN FEDERATION

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SAN MARINO

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SLOVAKIA

Inter. TM full term

15/02/1993

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SOUTH AFRICA

National Filing

26/02/1985

85/1452

26/02/1985

85/1452

26/02/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SPAIN

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SUDAN

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SWITZERLAND

Inter. TM full term

04/02/1985

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

THAILAND

National Filing

14/03/1985

146 198

17/12/1985

97 851

12/03/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

TUNISIA

Inter. TM full term

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

TURKEY

National Filing

04/03/1985

85 096

04/03/1985

85 096

04/03/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

TURKMENISTAN

National Filing

14/12/1995

1(1633)

03/08/1998

2283

03/08/2008

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM SA

UNITED KINGDOM

National Filing

06/03/1985

1 237 259

05/01/1987

1 237 259

09/11/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

URUGUAY

National Filing

15/03/1985

204 843

09/09/1985

204 843

09/09/2005

Renewal

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

UZBEKISTAN

Inter. TM full term

03/12/1993

491 500

04/02/1985

491 500

04/02/2005

Registration

ATD000015

GYROFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

VENEZUELA

National Filing

14/03/1985

2 520/85

16/01/1987

127 252

16/01/2002

Renewal Application

ATD000016

KIT

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

08/01/1960

485 311

04/10/2004

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

A.I.P.O

National Filing

17/10/1984

24 993

17/10/1984

24 993

17/10/2004

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ALGERIA

Inter. TM full term

31/08/1984

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ARGENTINA

National Filing

06/08/1984

1 447 665

03/06/1985

1 138 753

29/11/2006

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM SA

AUSTRALIA

National Filing

10/10/1984

416 636

11/08/1988

A 416 636

10/10/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

AUSTRIA

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

BENELUX

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

BOSNIA AND HERZEGOVINA

Inter. TM full term

06/01/1995

R 377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

BRAZIL

National Filing

03/10/1984

811727092

25/02/1986

811 727 092

25/02/2006

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - ALSTHOM

CANADA

National Filing

18/11/1971

347 971

13/07/1973

192 594

13/07/2018

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CHILE

National Filing

21/08/1984

38 433

01/10/1984

289 647

12/01/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CHINA

National Filing

25/10/1984

24 469

15/08/1985

231 464

15/08/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

COLOMBIA

National Filing

12/09/1984

246 986

07/12/1988

122 516

15/04/2007

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

CZECH REPUBLIC

Inter. TM full term

15/02/1993

R 377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

Comty of Serbia & Montenegro

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

DENMARK

National Filing

07/08/1984

4307/84

05/07/1985

VR 1850 1985

05/07/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

EGYPT

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FRANCE

National Filing

05/11/1970

105 348

05/11/1970

807 277

13/09/2010

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

GERMANY

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

GREECE

National Filing

18/09/1984

78 068

18/11/1986

78 068

18/09/2004

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

HUNGARY

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM SA

INDIA

National Filing

17/10/1984

428 792

19/10/1984

428 792

19/10/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - ALSTHOM ATLANTIQUE

INDONESIA

National Filing

31/10/1984

Filing

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

INTERNATIONAL PROCEDURE

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

IRAN (Islamic Republic of)

National Filing

25/08/1984

86 797

17/11/1984

58 837

25/08/2004

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM SA

IRELAND

National Filing

09/10/1984

3078/84

06/12/1985

112 667

09/10/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ITALY

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

LIECHTENSTEIN

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MACEDONIA(former Yugoslav Rep)

Inter. TM full term

13/09/1993

R 377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - ALSTHOM ATLANTIQUE

MALAYSIA

National Filing

22/08/1984

MA/3 893/84

Filing

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MEXICO

National Filing

20/08/1984

237 442

14/02/1985

305 431

20/08/2004

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MONACO

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

MOROCCO

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

NIGERIA

National Filing

30/08/1984

45815

24/06/1986

45 815

30/08/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

NORWAY

National Filing

03/08/1984

84.2704

05/12/1985

123 372

05/12/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM SA

PAKISTAN

National Filing

14/10/1984

84 199

02/12/1986

84 199

14/10/2006

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

PHILIPPINES

National Filing

12/03/1984

55 189

10/02/1989

43111

10/02/2009

Registration

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

PORTUGAL

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ROMANIA

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SAN MARINO

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SLOVAKIA

Inter. TM full term

15/02/1993

R 377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SOUTH AFRICA

National Filing

10/04/1984

84/3 260

29/01/1985

84/3 260

10/04/2004

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SPAIN

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SWITZERLAND

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

THAILAND

National Filing

05/09/1984

141 870

27/06/1985

94 134

04/09/2004

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM SA

TUNISIA

National Filing

31/03/1971

377 755

29/03/1991

(R) EE 91.0251

29/03/2006

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

TURKEY

National Filing

20/08/1984

47 884/84

20/08/1984

83 220

20/08/2004

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM SA

UNITED KINGDOM

National Filing

21/11/1984

1 230 571

26/03/1986

1 230 571

21/11/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

UNITED STATES OF AMERICA

National Filing

30/12/1971

411 527

12/02/1974

978 485

12/02/2004

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

URUGUAY

National Filing

21/09/1984

202 906

15/08/1985

202 906

15/08/2005

Renewal

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

VENEZUELA

National Filing

03/09/1984

8 322/84

27/01/1986

125 238

27/01/2001

Renewal Application

ATD000017

ORTHOFLUOR

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

VIET NAM

Inter. TM full term

31/03/1971

377 755

13/04/1971

377 755

31/03/2011

Renewal

ATD000018

VIGIA

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FRANCE

National Filing

23/09/1968

64 543

23/09/1968

765 969

18/08/2008

Renewal

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

ARGENTINA

National Filing

16/03/1995

1 966 384

15/12/1995

1 584 432

15/12/2005

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

AUSTRALIA

National Filing

17/03/1998

757 368

16/06/2000

757 368

17/03/2008

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

BENELUX

Inter. TM full term

07/03/1995

632 575

07/03/1995

632 575

07/03/2015

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

17/10/1994

94 540 547

17/10/1994

94 540 547

16/10/2004

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

GERMANY

Inter. TM full term

07/03/1995

632 575

07/03/1995

632 575

07/03/2015

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

INTERNATIONAL PROCEDURE

Inter. TM full term

07/03/1995

632 575

07/03/1995

632 575

07/03/2015

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

NORWAY

National Filing

17/03/1998

1998.02375

30/07/1998

191 795

30/07/2008

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

PERU

National Filing

24/04/1998

061113

13/11/1998

050334

13/11/2008

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

PORTUGAL

Inter. TM full term

07/03/1995

632 575

07/03/1995

632 575

07/03/2015

Declaration of intent to use

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

SPAIN

Inter. TM full term

07/03/1995

632 575

07/03/1995

632 575

07/03/2015

Registration

11/15

Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.

Schedule 6.12 - Part 1 (ii)

Memotech

File N°

Trademark name

Business unit

Legal owner

Registered owner

Country

Filing type

Filing date

Filing number

First registration date

First registration number

Next renewal

Status event

Class

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

SWEDEN

National Filing

17/03/1998

98-02124

24/03/2000

335701

24/03/2010

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

THAILAND

National Filing

20/03/1995

282 646

24/11/1995

KOR38308

19/03/2005

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

TURKEY

National Filing

27/03/1998

197 481

27/03/2008

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

UNITED ARAB EMIRATES

National Filing

30/07/1996

17 533

01/08/1998

17 267

30/07/2006

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

UNITED KINGDOM

National Filing

07/03/1995

2 013 302

01/03/1996

2 013 302

07/03/2005

Registration

ATD000019

VISAX

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

URUGUAY

National Filing

24/04/1998

303 176

15/10/1998

303176

15/10/2008

Registration

ATD000020

VISAX 4U

TDAMT

FR - TDAMT/3139 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - GEC ALSTHOM T&D SA (3145/GATD)

FRANCE

National Filing

17/10/1994

94 540 546

17/10/1994

94 540 546

16/10/2004

Registration

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

ARGENTINA

National Filing

28/12/1953

330 569

28/12/1953

330 569

29/08/2007

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

AUSTRALIA

National Filing

14/10/1987

474 610

04/01/1990

A 474 610

14/10/2008

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

AUSTRALIA

National Filing

14/10/1987

474 611

29/08/1990

A 474 611

14/10/2008

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

AUSTRALIA

National Filing

14/10/1987

474 609

04/01/1990

A 474 609

14/10/2008

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

BANGLADESH

National Filing

03/11/1987

26146

03/11/1987

26146

03/11/2009

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

BOLIVIA

National Filing

04/11/1987

31 058

23/06/1988

47 352

23/06/2008

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

BOLIVIA

National Filing

04/11/1987

31 059

23/06/1988

47 355

23/06/2008

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

BOLIVIA

National Filing

04/11/1987

31 060

23/06/1988

47 354

23/06/2008

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

CANADA

National Filing

26/08/1952

216 339

21/05/1952

42 140

21/05/2012

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

CHILE

National Filing

24/06/1952

43.322 A.

01/09/1952

98.280

28/02/2004

Pre-Abandon

ATD000021

COGELEX

TDERT/1

FR - TDERT/1/3135 (ALSTOM T&D SA)

FR - ALSTOM T&D SA (TDHQ)

FR - CEGELEC

CHILE

National Filing

24/06/1952

43.322 A.

01/09/1952

98.280

Document Metadata

Table of Contents

Contract

Document Metadata