0001144204-08-023333 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • April 21st, 2008 • Dassault Systemes Sa • Services-prepackaged software • New York

AMENDMENT NO. 1 dated as of April , 2007 (the "Amendment") to the Amended and Restated Deposit Agreement dated as of December 31, 1998 to Deposit Agreement dated as of June 27, 1996 (as so amended and restated, the "Deposit Agreement"), among Dassault Systèmes S.A. and its successors (the "Company"), incorporated under the laws of The Republic of France, 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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