0001019155-07-000194 Sample Contracts

AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of April 1, 2002
Deposit Agreement • July 16th, 2007 • Sodexho Alliance Sa • Services-management services • New York

DEPOSIT AGREEMENT dated as of April 1, 2002, as amended and restated as of _________________, 2007, among SODEXHO ALLIANCE, SA incorporated under the laws of The Republic of France (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

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EXHIBIT A TO DEPOSIT AGREEMENT
Deposit Agreement • July 16th, 2007 • Sodexho Alliance Sa • Services-management services

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

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