0000950123-03-007866 Sample Contracts

Exchange and Registration Rights Agreement
Vivendi Universal • July 2nd, 2003 • Water supply • New York

Goldman Sachs International, J.P. Morgan Securities Ltd., Banc of America Securities LLC, Royal Bank of Scotland plc, Citigroup Global Markets Limited (formerly known as Salomon Brothers International Limited) As representatives of the several Initial Purchasers named in Schedule I to the Purchase Agreement c/o Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB.

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