0000947871-09-000533 Sample Contracts

SUPPLEMENT AND AMENDMENT TO DEPOSIT AGREEMENT
Deposit Agreement • August 17th, 2009 • Technip • Heavy construction other than bldg const - contractors • New York

SUPPLEMENT AND AMENDMENT TO DEPOSIT AGREEMENT, dated as of August , 2009 (this "Agreement"), to the Deposit Agreement dated as of August 31, 2001, as previously amended as of May 13, 2005 and October 16, 2007 (as so amended, the “Deposit Agreement”) among TECHNIP, incorporated under the laws of the French Republic (the "Company"), Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank AG, in its capacity as the successor depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts issued thereunder.

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TECHNIP AND MORGAN GUARANTY TRUST COMPANY OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
Deposit Agreement • August 17th, 2009 • Technip • Heavy construction other than bldg const - contractors • New York

DEPOSIT AGREEMENT dated as of , 2001 (the “Deposit Agreement”) among TECHNIP and its successors (the “Company”), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The parties hereto agree as follows:

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • August 17th, 2009 • Technip • Heavy construction other than bldg const - contractors • New York

AMENDMENT NO. 1, dated as of May 13, 2005 (the “Amendment”), to the Deposit Agreement dated as of August 31, 2001 (as further amended hereby, the “Deposit Agreement”), among TECHNIP, incorporated under the laws of the French Republic (the “Company”), JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the “Depositary”), and all holders from time to time of American depositary receipts (“ADRs”) issued thereunder.

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