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					 STOCKHOLDERS AGREEMENT


            among



  THE HEARST CORPORATION,


          FIMALAC,


              and



MARC LADREIT DE LACHARRIERE




     Dated: March 15 , 2006
                                                 Table of Contents

                                                                                                                            Page

ARTICLE I DEFINITIONS................................................................................................4
    1.1               Definitions ................................................................................................4
    1.2               Other Definitions ......................................................................................8

ARTICLE II RESTRICTIONS ON TRANSFERS .............................................................9
    2.1               Restrictions on Transfer of Shares ...........................................................9
    2.2               Permitted Transfers ..................................................................................9
    2.3               Transfers in Compliance with Law ........................................................10

ARTICLE III LIQUIDITY RIGHTS ................................................................................11
    3.1               Right of First Offer-Voluntary Transfers...............................................11
    3.2               Tag-Along Rights ...................................................................................14
    3.3               Drag-Along Rights .................................................................................16
    3.4               Involuntary Transfers .............................................................................16
    3.5               New Securities; Preemptive Rights........................................................18
    3.6               Registration Rights for H........................................................................20
    3.7               Registration Rights for F ........................................................................21
    3.8               Shares Acquired at a Discount ...............................................................21
    3.9               Legend on Certificates............................................................................21

ARTICLE IV CORPORATE GOVERNANCE................................................................22
    4.1               General ...................................................................................................22
    4.2               Stockholder Actions ...............................................................................22
    4.3               Election of Directors; Number and Composition. ..................................23
    4.4               Qualifications of Directors .....................................................................24
    4.5               Removal and Replacement of Director ..................................................24
    4.6               Majority Actions of the Stockholders and Board
                      of Directors .............................................................................................25
    4.7               Special Majority Actions ........................................................................25
    4.8               Special Provisions for Proposed Acquisitions........................................29
    4.9               Succession Committee............................................................................29
    4.10              Dividend Policy ......................................................................................29
    4.11              Corporate Opportunities .........................................................................30
    4.12              Certain Board Matters. ...........................................................................31

ARTICLE V POSSIBLE FUTURE H TRANSACTIONS IN F SHARES ......................32
    5.1               Restrictions .............................................................................................32
    5.2               Irrelevance of H Ownership in F ............................................................33

ARTICLE VI DISPUTE RESOLUTION .........................................................................33
    6.1               Amicable Settlement ..............................................................................33
    6.2             Arbitration..............................................................................................33
    6.3             Arbitration Procedures............................................................................33
    6.4             Injunctive Relief. ....................................................................................34

ARTICLE VII MISCELLANEOUS .................................................................................34
    7.1             Notices. ...................................................................................................34
    7.2             Publicity; Confidentiality .......................................................................35
    7.3             Successors; Third Party Beneficiary......................................................36
    7.4             Amendment and Waiver .........................................................................36
    7.5             Counterparts ...........................................................................................36
    7.6             Specific Performance ..............................................................................37
    7.7             Headings .................................................................................................37
    7.8             GOVERNING LAW ............................................................................37
    7.9             Severability.............................................................................................37
    7.10            Rules of Construction; Usage .................................................................37
    7.11            Entire Agreement....................................................................................37
    7.12            Further Assurances .................................................................................38
    7.13            Effectiveness; Termination. ....................................................................38


EXHIBITS

A                 Form of Transfer Agreement
B                 F Shareholders Agreement
                         STOCKHOLDERS AGREEMENT

                STOCKHOLDERS AGREEMENT (this “Agreement”) dated March 15,
2006 among The Hearst Corporation, a Delaware corporation (“H”), FIMALAC, a
French corporation (“F”), and Marc Ladreit de Lacharrière (“MLL”) regarding ownership
of equity capital in Fimalac Inc., a Delaware corporation (the “Company”).

               WHEREAS, upon the consummation of the transactions contemplated by
the Stock Purchase Agreement, dated of even date herewith (the “Stock Purchase
Agreement”), among H, F, F Investissements SA and the Company, including the
exchange of preferred stock of the Company referred to in Section 4.7(i), the outstanding
share capital of the Company will consist exclusively of 100,000 shares of Common
Stock, and H will become the record and beneficial owner of 20,000 shares of Common
Stock, representing 20% of the issued and outstanding shares of equity capital of the
Company, and F will be the owner of the remaining 80,000 shares of Common Stock
representing 80% of such shares; and

              WHEREAS, the parties hereto wish to set forth their agreements regarding
the governance of the Company and their relationship as stockholders therein.

              NOW, THEREFORE, in considerat ion of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

                                     ARTICLE I

                                    DEFINITIONS

              1.1    Definitions . As used in this Agreement, the following terms have
the meanings indicated:

               “Affiliate” means, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person.

             “Agreement” means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.

              “Board of Directors” means the Board of Directors of the Company.

            “Business Day” means any day other than a Saturday, Sunday or other day
on which commercial banks in New York City or Paris are authorized or required by law
to close.

              “Charter Documents” means the certificate of incorporation and the by-
laws of the Company in effect from time to time.
               “Commission” means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.

               “Common Shares” means shares of Common Stock outstanding as of the
date hereof and from time to time hereafter.

                 “Common Stock” means the common stock, par value $0.01 per share, of
the Company or any other capital stock of the Comp any into which such stock is
reclassified or reconstituted.

                “Common Stock Equivalents” means any security or obligation which is
by its terms, directly or indirectly, convertible into or exchangeable or exercisable for
Common Shares, including any option, warrant or other subscription or purchase right
with respect to Common Shares or any Common Stock Equivalent.

                “control” (including with correlative meaning, the terms “controlled by”
and “under common control with”), with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting or other securities, by
contract or otherwise.

             “Equity Participation Plans” means the Eq uity Participation Plans of the
Company and of the Subsidiaries, as of the date hereof, and as those plans may be
amended or supplemented or created in the future.

                “Equity Securities ” means any capital stock, or any other securities
convertible into or exchangeable for capital stock, of the Company.

               “Exempt Issuances” means (a) any issuance of options to purchase
Common Shares following a Qualified Public Offering pursuant to the Equity
Participation Plans or issuance of Common Shares upon exercise thereof, (b) a
subdivision of the outstanding Common Shares into a larger number of Common Shares,
and (c) any issuance of capital stock issued upon exercise, conversion or exchange of any
Common Stock Equivalent.

                “Involuntary Transfer ” means (i) any involuntary transfer of, or
proceeding or action with respect to, Shares that is not effected or initiated by a
Stockholder, directly or indirectly, and pursuant to which such Stockholder shall be
deprived or divested of any right, title or interest in or to any of the Shares, (ii) any
seizure under levy of attachment or execution, (iii) any transfer in connection with
bankruptcy (whether pursuant to the filing of a voluntary or an involuntary petition under
the United States Bankruptcy Code of 1978, or any modifications or revisions thereto) or
other court proceeding to a debtor in possession, trustee in bankruptcy or receiver or
other officer or agency, (iv) any transfer to a state or to a public officer or agency
pursuant to any statute pertaining to escheat or abandoned property and/or (v) any
transfer pursuant to a divorce or separation agreement or a final decree of a court in a
divorce action.
               “Lacharriè re Family” means , at any particular time, the immediate family
members of MLL (including MLL, his wife and children) as of the date of this
Agreement and the legal heirs of MLL related to MLL by blood, adoption or marriage at
such particular time, and any Person controlled by such members or heirs and in which
such members or heirs, or any of them, hold a majority of the equity capital and voting
rights.

                “Lien” means any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien (statutory or other) or preference, priority, right or other
security interest or preferential arrangement of any kind or nature whatsoever (excluding
preferred stock and equity related preferences).

               “Minimum Percentage” means, with respect to Shares owned by H, 10%
of the Common Shares or such lesser percentage of the Common Shares to which H’s
ownership of Shares shall have been decreased solely by reason of a capital increase by
the Company to which, for any reason, H shall not have been entitled to subscribe or by
reason of the exercise by F of a Drag Along Right.

               “Minority Director ” means:

                (a)    if and for so long as H shall own Shares representing not less than
its Original Percentage but shall not be entitled under this Agreement to elect at least the
same number of H Directors as F Directors, any H Director;

                 (b)    if and for so long as F shall not be entitled under this Agreement to
elect at least the same number of F Directors as H Directors and F owns not less than 3%
of the Common Shares, any F Director.

There shall otherwise be no Minority Director.

               “Minority Stockholder” means,

              (a)     for so long as H shall own Shares representing not less than its
Original Percentage but less than the Parity Percentage, H;

               (b)    for so long as there shall be fewer F Directors than H Directors and
F owns not less than 3% of the Common Shares, F.

There shall otherwise be no Minority Stockho lder.

                “Original Percentage ” means, with respect to Shares owned by H, 20% of
the Common Shares or such lesser percentage of the Common Shares to which such H’s
ownership of Shares shall have been decreased solely by reason of a capital increase by
the Company to which, for any reason, H shall not have been entitled to subscribe or by
reason of the exercise by F of a Drag-Along Right.

              “Parity Percentage ” means, with respect to Shares owned by H, the lesser
of 50% of the Common Shares or such percentage of the Common Shares determined by
multiplying the percentage of Shares owned by F by the fraction having as its numerator
the aggregate number of ordinary shares of F owned of record or beneficially by the
Lacharrière Family and having as its denominator all issued and outstanding ordinary
shares of F, provided, that, prior to the death or incapacity of MLL, there shall be
excluded from the numerator any ordinary shares of F over which MLL does not have
control.

               “Person” means any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company, limited
liability company, governmental authority or other entity of any kind.

                 “Publicly Quoted ” means, with respect to the Company or the Common
Stock, the listing of the Company or the Common Stock on an internationally recognized
stock exchange.

               “Qualified Public Offering” means a bona fide firm commitment
underwritten public offering of Common Shares, pursuant to an effective registration
statement filed under the Securities Act or equivalent non-US securities law or
regulation, in which the underwriting is lead managed by an internationally recognized
investment banking firm and as a result of which the Common Shares (if not already
Publicly Quoted) become Publicly Quoted.

                “Requirement of Law” means, as to any Person, any law, statute, treaty,
rule, regulation, right, privilege, qualification, license or franchise or determination of an
arbitrator or a court or other governmental authority or stock exchange, in each case
applicable or binding upon such Person or any of its property or to which such Person or
any of its property is subject or pertaining to any or all of the transactions contemplated
or referred to herein.

               “Residual Percentage” shall mean, with respect to Shares owned by F,
20% of the Common Shares or such lesser percentage of the Common Shares to which
F’s ownership of Shares shall have been decreased solely by reason of a capital increase
                                                   ot
by the Company to which, for any reason, F shall n have been entitled to subscribe or
by reason of the exercise by H of a Drag-Along Right.

               “Securities Act” means the United States Securities Act of 1933 and the
rules and regulations of the Commission promulgated thereunder.

               “Shares” means all Common Shares owned as of the date hereof by the
Stockholders or hereafter acquired by a Stockholder from the other Stockholder, from a
Permitted Transferee of such Stockholder, from the Company or from any Third-Party
Purchaser of such Stockholder.

                “Stockholders” means H and F, and “Stockholder” shall mean either of
such Persons.

                “Stockholders Meeting” has the meaning set forth in Section 4.1.
               “Subsidiary” means, with respect to any particular Person, an Affiliate of
such Person in which such Person owns a majority of the equity capital and voting rights.
A Subsidiary shall be deemed to be “wholly-owned” if all of its share capital (except for
legally-required qualifying shares) is beneficially owned by such Person.

               1.2    Other Definitions. The following capitalized terms are defined in
the following Sections:



Term                                                                                                                        Section
Agreement ........................................................................................................          Preamble
Buyer’s Price ....................................................................................................          3.1(c)(i)
Company...........................................................................................................          Preamble
Consultation Period ..........................................................................................              3.1(b)(ii)
Discount............................................................................................................        3.8(a)
Dispute..............................................................................................................       6.1
Drag-Along Notice ...........................................................................................               3.3(b)
Drag-Along Right .............................................................................................              3.3(a)
Dragged Stockholder ........................................................................................                3.3(a)
Excess Equity Securities...................................................................................                 3.5(b)(ii)
F Shareholders Agreement...............................................................................                     5.1
F........................................................................................................................   Preamble
Fair Value .........................................................................................................        3.4(b)
Family Representative ......................................................................................                3.6(c)
GML .................................................................................................................       3.6(c)
H .......................................................................................................................   Preamble
ICC ...................................................................................................................     6.2
Involuntary Transferee .....................................................................................                3.4(a)
MLL..................................................................................................................       Preamble
New Issuance Notice ........................................................................................                3.5(b)(i)
Non-Offering Stockholder ................................................................................                   4.11(a)
Offered Securities .............................................................................................            3.1(b)(i)
Offering Notice.................................................................................................            3.1(b)(i)
Offering Stockholder ........................................................................................               4.11(a)
Opportunity.......................................................................................................          4.11(a)
Other Stockholder.............................................................................................              3.1(a)
Permitted Transferee ........................................................................................               2.2(a)(ii)
Preemptive Rightholder ....................................................................................                 3.5(b)(i)
Preemptive Rightholders ..................................................................................                  3.5(b)(i)
Proposed Acquisition........................................................................................                4.8(a)
Proposed Price ..................................................................................................           3.5(b)(i)
Registration Rights Agreement ........................................................................                      3.6(a)
Rightholder .......................................................................................................         3.4(a)
Rules .................................................................................................................     6.2
Seller’s Price .....................................................................................................        3.1(c)(i)
Term                                                                                                                     Section
Selling Stockholder ..........................................................................................           3.1(a)
Stock Purchase Agreement...............................................................................                  Recitals
Stockholders Meeting.......................................................................................              4.1(a)
Subject Purchaser .............................................................................................          3.5(b)(i)
Tag-Along Notice .............................................................................................           3.2(b)
Tag-Along Rightholder ....................................................................................               3.2(a)
Third Party Purchaser .......................................................................................            3.1(a)
transfer..............................................................................................................   2.1
Transferred Shares ............................................................................................          3.4(a)
Written Consent ................................................................................................         4.1(a)


                                                          ARTICLE II

                                        RESTRICTIONS ON TRANSFERS

               2.1    Restrictions on Transfer of Shares. Except in accordance with the
provisions of this Agreement, neither H nor F shall sell, give, assign, hypothecate,
pledge, encumber, grant a security interest in or otherwise dispose of (whether by
operation of law or otherwise) (each a “transfer”) any Shares or any right, title or interest
therein or thereto . Any attempt to transfer any Shares or any rights thereunder in
violation of the preceding sentence shall be null and void ab initio and shall not be
recognized by the Company.

                       2.2        Permitted Transfers.

                                  (a)         Subject to Section 2.3:

                               (i)     a Stockholder may at any time and from time to
time transfer all or a portion of its Shares to any of its Subsidiaries (A) over which such
transferring Stockholder has a sufficient degree of control to control the exercise of all
decision- making power over all matters relating to such Subsidiary’s ownership and
voting of Shares and (B) in which none of the other shareholders is a competitor of the
Company or any of its Affiliates (other than, in the case of any such Subsidiary which is
publicly-quoted, a competitor which does not beneficially own more than 5% of the
equity capital or voting rights of such Subsidiary and which is not represented on the
board of directors or other governing body of such Subsidiary), provided, however, that
before the conditions set forth in clauses (A) and (B) above shall no longer be satisfied,
the transferring Stockholder shall promptly cause such Subsidiary to re-transfer to the
transferring Stockholder all of the Shares owned by such Subsidiary; and

                                 (ii)    either Stockholder may pledge and grant a security
interest in all or any portion of its Shares to a lender to secure its obligations under a bona
fide loan made to acquire such Shares (each of the Persons referred to in the preceding
clause (i) and this clause (ii) being referred to hereina fter as a “Permitted Transferee ”).
                      (b)     Except as provided in Section 3.1, Section 3.2 and Section
3.3, a Permitted Transferee may not transfer its Common Share s under any circumstances
other than to the transferring Stockholder or to another Permitted Transferee of such
transferring Stockholder.

                       (c)     Except as otherwise provided in this Agreement, a
Permitted Transferee shall not be substituted for, and shall not enjoy any of the rights of,
but shall be subject to the same obligations as, the transferring Stockholder hereunder
with respect to the Shares transferred to such Permitted Transferee and each Stockholder
hereby undertakes to cause and to ensure the full compliance by any Permitted Transferee
from it of all provisions of this Agreement as if the transfer of Shares to such Permitted
Transferee had not taken place.

                      (d)     Except for purposes of application of Section 3.2(a) and (b)
and Section 3.3(a) and (b), the ownership of Common Shares by a Permitted Transferee
shall, for purposes of this Agreement, be attributed to the transferring Stockholder of
such Permitted Transferee and all references herein to ownership of Shares by a
Stockholder, H or F shall accordingly refer to record and beneficial ownership of
Common Shares by such Stockholder, H or F and by any Permitted Transferee of such
Stockholder, H or F.

                        (e)   Neither Stockholder may avoid the provisions of this
Agreement by making one or more transfers to one or more Permitted Transferees and
then disposing of all or any portion of such Stockholder’s interest in any such Permitted
Transferee, and any transfer or attempted transfer in violation of this covenant shall be
null and void ab initio.

                       (f)     If a Stockholder wishes to transfer Shares to a Permitted
Transferee, such Stockholder shall give notice to the other Stockholder of its intention to
make such a transfer not less than 10 Business D     ays prior to effecting such transfer,
which notice shall state the name and address of each Permitted Transferee to whom such
transfer is proposed, the relationship of such Permitted Transferee to such Stockholder,
and the number of Shares proposed to be transferred to such Permitted Transferee.

                       (g)     No transfer may be made pursuant to this Section 2.2
unless the transferee has agreed in writing to be bound by the terms and conditions of this
Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit
A and has executed and delivered counterparts of such instrument to the Company and
each Stockholder.

               2.3    Transfers in Compliance with Law. Notwithstanding any other
provision of this Agreement, no transfer shall be permitted pursuant to this Agreement
unless the transfer complies in all respects with the applicable provisions of this
Agreement and with applicable French and U.S. federal and state securities laws.
                                      ARTICLE III

                                 LIQUIDITY RIGHTS

               3.1     Right of First Offer-Voluntary Transfers.

                       (a)    Right of First Offer. Either Stockholder or its Permitted
Transferees (each, a “Selling Stockholder”) may, acting individually or collectively, sell
to one or more Persons (a “Third Party Purchaser”) exclusively for cash such number of
Shares which (in the aggregate, if there is more than one Selling Stockholder), if
purchased by the other Stockholder (the “Other Stockholder”), would result in the Other
Stockholder owning Shares representing 50%, 80% or 100% of the Common Shares, but
only if such Selling Stockholder shall offer such Shares first to the Other Stockholder in
accordance with this Section 3.1. If any Permitted Transferee wishes to sell Shares
pursuant to this Section 3.1, alone or together with the Stockholder from which it
received such Shares, such Permitted Transferee shall be deemed to have appointed such
Stockholder as its agent for purposes of carrying out the procedures contemplated by this
Section 3.1.

                      (b)    Offering Notice; Consultation Period. In order to effect
any proposed sale pursuant to this Section 3.1:

                               (i)     the Selling Stockholder shall notify the Other
Stockholder of its intention to offer Shares for sale by notice (an “Offering Notice”) to
the Other Stockholder. The Offering Notice shall state (a) the number of Shares
proposed to be sold (the “Offered Securities”) and (b) the terms and conditions of such
sale, but the Offering Notice shall not be required to specify a proposed price; and

                                (ii)   during the period of 30 days following the date of
the Offering Notice (the “Consultation Period ”), the Stockholders shall consult with
regard to the possibility of the Other Stockholder purchasing the Offered Securities.

                       (c)    Pricing and Sale Mechanism.

                               (i)     Unless the Stockholders agree to a price for the
Offered Securities and enter into a binding transaction on that basis prior to the expiration
of the Consultation Period, on the first Business Day after the expiration of the
Consultation Period the Stockholders shall simultaneously exchange sealed bids pursuant
to a blind bidding process in which neither Stockholder is able to know the price named
by the other in such sealed bids until completion of the blind bidding process. The bid
submitted by the Selling Stockholder shall set forth the price at which the Selling
Stockholder commits to sell the Offered Securities to the Other Stockholder (such price,
the “Seller’s Price ”) and the bid submitted by the Other Stockholder shall set forth the
price at which the Other Stockholder commits to purchase the Offered Securities from the
Selling Stockholder (such price, the “Buyer’s Price”), in each case, in accordance with,
and subject to, the terms and cond itions of this Section 3.1.
                               (ii)    If the Other Stockholder does not submit a bid in
accordance with clause (i) above, the Selling Stockholder shall be entitled to sell the
Offered Securities to one or more Third Party Purchasers without any restriction on price
or any other term, including the restrictions set forth in (vi) below.

                                (iii)  If the Buyer’s Price is equal to or greater than 75%
of the Seller’s Price, the Other Stockholder shall be obligated to purchase, and the Selling
Stockholder shall be obligated to sell, the Offered Securities at the average of the Seller’s
Price and the Buyer’s Price, provided, however, that, if the Selling Stockholder is F and if
such sale would result in H owning less than 100% of the Common Shares, F shall have a
one-time right, exercisable by notice to H within 45 days after the expiration of the
Consultation Period by notice to H, to withdraw its Seller’s Price and thereby to cancel
such purchase and sale transaction, provided, however, that F may exercise such right to
cancel only if it has not previously exercised a cancellation right pursuant to this clause
(iii) or clause (iv) below.

                                (iv)   If the Buyer’s Price is less than 75% of the Seller’s
Price, the Other Stockholder shall nevertheless have the right, exercisable by notice to the
Other Stockholder not later than 10 days after the expiration of the Consultation Period,
to buy the Offered Securities at the Seller’s Price, provided, however, that if the Selling
Stockholder is F and if such sale would result in H owning less than 100% of the
Common Shares, F shall have a one-time right, exercisable by notice to H within 45 days
after the expiration of the Consultation Period, to withdraw its Seller’s Price and thereby
to cancel the purchase and sale transaction, provided, however, that F may exercise such
right to cancel only if it has not previously exercised a cancellation right pursuant to this
clause (iv) or clause (iii) above.

                               (v)     If there is no transaction between the Stockholders
with respect to the Offered Securities as a result of the foregoing (other than as a result of
the Other Stockholder’s failure to bid as set forth in clause (ii) above or as a result of F’s
cancellation of a purchase and sale transaction pursuant to clause (iii) or clause (iv)
above), the Selling Stockholder shall be entitled to sell the Offered Securities to any one
or more Third Party Purchasers exclusively for cash at a price that is not less than such
percentage of the Seller’s Price as shall be equal to (x) 87.5% minus (y) the percentage
(not greater tha n 5%) equal to 75% minus the percentage equal to the Buyer’s Price
divided by the Seller’s Price. In relation to any such sale:

                              (A)    Except as otherwise expressly prohibited by this
Agreement, the Selling Stockholder may offer and sell the Offered Securities in any
lawful manner that the Selling Stockholder may choose.

                             (B)   The Other Stockholder shall take all action as the
Selling Stockholder may reasonably request by notice to facilitate such sales to one more
Third Party Purchasers and the Other Stockholder shall take no action or fail to take any
action in such a manner as could be reasonably expected to interfere with any such
transaction.
                               (C)    Not later than 10 Business Days prior to the closing
of any sale to any Third Party Purchaser pursuant to this clause (v), the Selling
Stockholder shall, except in the case of a sale of Offered Securities in a Qualified Public
Offering, notify the Other Stockholder of the identity of the Third Party Purchaser and of
the sale price.

                                (D)    Nothing shall prohibit the Selling Stockholder, in
connection with the sale of the Offered Securities to one or more Third-Party Purchasers,
from entering into such agreements with such Third Party Purchaser(s) as may be
negotiated between the parties to the sale with respect to, or related to, such sale and the
relationship thereafter between the Selling Stockholder and the Third Party Purchaser
regarding the Common Shares, the voting of their respective Common Shares,
subsequent sales of Common Shares, board representation, veto rights, and any similar
matters, provided, however, that the Selling Stockholder shall not enter any such
agreement that modifies, amends, or cancels or purports to modify, amend, or cancel any
of the contractual rights of the Other Stockholder under this Agreement.

                               (vi)    If, after becoming entitled to sell the Offered
Securities pursuant to clause (v) above , the Selling Stockholder does not sell the Offered
Securities within a period of 270 days after the expiration of the Consultation Period for
any reason other than the exercise by the Other Stockholder of the right set forth in clause
(e)(iii) below, neither the Selling Stockholder nor any of its Permitted Transferees shall
be entitled to deliver an Offering Notice under this Section 3.1 until the first anniversary
of the expiration of such 270-day period.

                                (vii) If F or its Permitted Transferee is the Selling
Stockholder and F withdraws its Seller’s Price and cancels a purchase and sale
transaction as set forth in clause (iii) or (iv) above, neither F nor any of its Permitted
Transferees shall be entitled to deliver an Offering Notice under this Section 3.1 until the
first anniversary of F’s notice of such withdrawal.

                         (d)     Closing. The closing of the sale of Offered Securities to
the Other Stockholder pursuant to this Section 3.1 shall be held at the executive office of
the Company at 11:00 a.m., local time, on the later of the (x) the 60th Business Day after
the Other Stockholder elects pursuant to clause (c)(iv) above, or becomes obligated
pursuant to clause (c)(iii) above, to purchase the Offered Securities or (y) five Business
Days after the satisfaction of any regulatory requirement required as a matter of law to be
fulfilled prior to the acquisition of the Offered Securities, or at such other time and place
as the parties to the transaction may agree. At such closing, the Selling Stockholder shall
deliver certificates representing the Offered Securities, duly endorsed for transfer and
accompanied by all requisite transfer taxes, if any, and such Offered Securities shall be
free and clear of any Liens (other than those arising hereunder and those attributable to
actions by the purchasers thereof) and the Selling Stockholder shall so represent and
warrant, and shall further represent and warrant that it and any Permitted Transferee(s)
participating in the sale are the sole beneficial and record owners of such Offered
Securities. The Other Stockholder shall deliver at the closing payment in full in
immediately available funds for the Offered Securities, failing which, without prejudice
to the Selling Stockholder’s right to enforce the transaction or to damages or any other
appropriate remedy, the Other Stockholder shall no longer be entitled to any further rights
of first-offer under this Section 3.1 and the Selling Stockholder and the Permitted
Transferees may thenceforth sell Shares without regard to the provisions of this Section
3.1(a). At such closing, the Stockholders shall execute such additional documents as are
otherwise necessary or appropriate.

                     (e)    Exceptions and Qualifications to First Offer Right.
Notwithstanding the foregoing provisions of this Section 3.1:

                               (i)     Qualified Public Offering Exception; 5% Exception.
F and its Permitted Transferees may, without restriction under this Agreement except as
set forth in Section 2.3, at any time sell Shares representing up to a maximum aggregate
amount equal to 25% of the Common Shares then outstanding in one or more Qualified
Public Offerings and at any time sell in any fashion Shares representing up to 5% of the
Common Shares then outstanding, provided, that the maximum aggregate number of
Shares that may be sold pursuant to this clause (i) shall not exceed 25% of the Common
Shares then outstanding.

                              (ii)   Exception to First Offer for H and F.

                                     (A)    H shall not be entitled to any right of first
offer under this Section 3.1 if, as a result of sales of Shares by H or its Permitted
Transferees, H shall own Shares representing less than the Original Percentage.

                                     (B)    F shall not be entitled to any right of first
offer under this Section 3.1 if, as a result of sales of Shares by F or its Permitted
Transferees, F shall own Shares representing less than the Residual Percentage.

                               (iii)  Certain Restrictions on Third-Party Purchasers. If
the Other Stockholder owns Shares representing 50% or more of the Common Shares, the
Other Stockholder shall, except in the case of a sale of Offered Securities in a Qualified
Public Offering, have the right, exercisable by notice within five (5) Business Days after
the notice referred to in clause (v)(C) above, to reject any Third Party Purchaser on the
grounds that the Other Stockholder reasonably determines that such Third Party
Purchaser is unacceptable to the Other Stockholder because such Third Party Purchaser
lacks financial capability to support the Company or such Third Party Purchaser (or one
or more of its principals) has a widespread reputation in the business community for
illegal, immoral or unethical behavior. If the Other Stockholder’s notice under this
clause (iii) is reasonably detailed as to the grounds fo r such rejection and is not
manifestly frivolous or unreasonable, the Selling Stockholder shall not be entitled to
consummate the sale to such Third Party Purchaser.

               3.2    Tag-Along Rights.

                     (a)    If a Selling Stockholder is selling Offered Securities to one
or more Third Party Purchasers pursuant to Section 3.1, then the Other Stockholder and
its Permitted Transferees (each, a “Tag-Along Rightholder”) shall have the right to sell to
the Third Party Purchaser(s), upon the same terms as those available to the Selling
Stockholder, up to that number of Shares held by such Tag-Along Rightholder equal to
the number of Shares constituting the Offered Securities to be purchased by such Third
Party Purchaser(s) multiplied by the fraction having as its numerator the number of
Shares then owned by such Tag-Along Rightholder and having as its denominator the
aggregate number of Shares then owned by the Selling Stockholder and such Tag-Along
Rightholder. For the avoidance of doubt, it is the intention that, under no circumstances,
shall the ratio of Shares sold by a Tag-Along Righholder in a single transaction under this
Section 3.2(a) to the aggregate number of Shares sold pursuant to this Section 3.2(a)
exceed the ratio of the number of Shares owned by the Tag-Along Rightholder to the
aggregate number of Shares owned by the Selling Stockholder and such Tag-Along
Righholder. The Selling Stockholder and the Tag-Along Rightholder(s) exercising their
rights pursuant to this Section 3.2 shall effect the sale of the Offered Securities and such
Tag-Along Rightholder(s) shall sell the number of Offered Securities required to be sold
by such Tag-Along Rightholder(s) pursuant to this Section 3.2(a), and the number of
Offered Securities to be sold to such Third Party Purchaser(s) by the Selling Stockholder
shall be reduced accordingly.

                       (b)     The Selling Stockholder shall give notice (a “Tag-Along
Notice”) to each Tag-Along Rightholder of each proposed sale by it of Offered Securities
which gives rise to the rights of the Tag-Along Rightholders set forth in this Section 3.2
together with the notice required by Section 3.1(c)(v)(C). The Tag-Along Notice shall
set forth the name of such Selling Stockholder, the number of Offered Securities to be
sold to the proposed Third Party Purchaser, the name and address of the proposed Third
Party Purchaser, the proposed amount and form of consideration and terms and
conditions of payment offered by such Third Party Purchaser, the percentage of Shares
that such Tag-Along Rightholder may sell to such Third Party Purchaser (determined in
accordance with clause (a) above), and a representation that such Third Party Purchaser
has been informed of the “tag-along” rights provided for in this Section 3.2 and has
agreed to purchase Shares in accordance with the terms hereof. The tag-along rights
provided by this Section 3.2 must be exercised by any Tag-Along Rightholder wishing to
sell its Shares by notice to the Selling Stockholder within five Business Days following
the date of the Tag-Along Notice, confirming such Tag-Along Rightholder’s exercise of
its rights and specifying the number of Shares (up to the maximum number of Shares
owned by such Tag-Along Rightholder required to be purchased by such Third Party
Purchaser) it wishes to sell. The failure of a Tag-Along Rightholder to respond within
such five-Business Day period shall be deemed to be a waiver of such Tag-Along
Rightholder’s rights under this Section 3.2. The Selling Stockholder shall not complete a
sale transaction in which a “tag-along” right shall have been duly exercised in accordance
with this Section 3.2 unless the Third Party Purchaser simultaneously purchases the
Shares covered by such “tag-along” right.

                      (c)     Notwithstanding the foregoing:

                               (i)    no Stockholder or any Permitted Transferee of such
Stockholder shall be entitled to any “tag-along” rights (A) if at the time of the proposed
sale of Offered Securities such Stockholder owns Shares representing 50% or more of the
Common Shares or (B) in the case of a sale of Offered Securities pursuant to Section
3.1(c)(v) above in a Qualified Public Offering, and

                              (ii)    neither H nor any of its Permitted Transferees shall
be entitled to any “tag along” rights in case of a sale of Shares by F pursuant to Section
3.1(e)(i) above.

               3.3     Drag-Along Rights.

                        (a)     If a Selling Stockholder is selling Offered Securities to a
Third Party Purchaser pursuant to Section 3.1, then such Selling Stockholder shall have
the right, but not the obligation, upon the terms set forth in the Offering Notice, to require
the Other Stockholder and each of its Permitted Transferees (each, a “Dragged
Stockholder”) to sell to the Third-Party Purchaser, on the same terms and conditions as
the Selling Stockholder, up to that percentage of the Shares then owned by such Dragged
Stockholder determined by dividing (i) the number of Shares constituting the Offered
Securities by (ii) the total number of Shares then owned by the Selling Stockholder (a
“Drag-Along Right”). The Selling Stockholder and the Dragged Stockholder shall effect
the sale of the Offered Securities and such Dragged Stockholder shall sell the number of
Shares required to be sold by such Dragged Stockholder pursuant to this Section 3.3 (a).

                         (b)   If the Selling Stockholder desires to exercise a Drag-Along
Right, the Selling Stockholder shall give notice to the Dragged Stockholders
(“Drag-Along Notice”), at least five Business Days prior to the proposed closing of such
sale, setting forth the number of Offered Securities, the name and address of the proposed
Third Party Purchaser, the proposed amount and form of consideration and terms and
conditions of payment offered by such Third Party Purchaser, and a representation that
such Third Party Purchaser has been informed of the Drag-Along Right and has agreed to
purchase Shares in accordance with the terms hereof.

                       (c)     Notwithstanding the foregoing:

                               (i)    no Stockholder shall be subject to a Drag-Along
Right (A) if at the time of the proposed sale of Offered Securities such Stockholder owns
Shares representing more than 50% of the Common Shares or (B) in the case of a sale of
Offered Securities pursuant to Section 3.1(c)(v) above in a Qualified Public Offering; and

                               (ii)   neither H nor any of its Permitted Transferees shall
be subject to a Drag-Along Right, and a Drag-Along Right may not be exercised by F (x)
in case of a sale of Shares by F pursuant to Section 3.1(e)(i), (y) in the case of any
Qualified Public Offering or (z) prior to the first anniversary of the Closing (as defined in
the Stock Purchase Agreement), in the case of a sale covered by this subclause (z) if the
price to be paid by the Third Party Purchaser is less than 90% of the Seller’s Price.

               3.4     Involuntary Transfers.
                       (a)    Rights of First Offer upon Involuntary Transfer. If an
Involuntary Transfer of any Shares (the “Transferred Shares”) owned by a Stockholder or
any of the Permitted Transferees shall occur, then the other Stockholder (for purposes of
Section 3.4, a “Rightholder ”) shall have the right to purchase such number of the
Transferred Shares as it wishes during a period of 60 days from the date on which the
Rightholder first acquires actual knowledge of such Involuntary Transfer. Such right
shall be exercised by notice by the Rightholder to the transferee of such Transferred
Shares (the “Involuntary Transferee”) rather than to the Stockholder who suffered or will
suffer the Involuntary Transfer and the purchase price per Transferred Share shall be
agreed upon by the Involuntary Transferee and the Rightholders purchasing a majority of
the Transferred Shares, as the case may be; provided, however, that if the Rightholder
and the Involuntary Transferee fail to agree as to such purchase price, the purchase price
shall be the Fair Value thereof as determined in accordance with Section 3.4(b).

                        (b)     Fair Value. If the parties fail to agree upon the purchase
price of the Transferred Shares in accordance with Section 3.4(a) hereof, then the
Rightholders shall purchase the Transferred Shares at a purchase price equal to the Fair
Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be
determined by a panel of three independent appraisers, which shall be nationally
recognized investment banking firms or nationally recognized experts experienced in the
valuation of corporations engaged in the business conducted by the Company and its
Subsidiaries. Within five Business Days after the date the Rightholder and the
Involuntary Transferee determine that they cannot agree as to the purchase price, the
Involuntary Transferee and the Rightholder shall each designate one such appraiser that is
willing and able to conduct such determination. If either the Involuntary Transferee or
the purchasing Rightholder fails to make such designation within such period, then the
other party that has made the designation shall have the right to make the designation on
its behalf. The two appraisers designated shall, within a period of five Business Days
after the designation of the second appraiser, designate a mutually acceptable third
appraiser. The three appraisers shall conduct their determination as promptly as
practicable and shall take into consideration, among such other factors as they consider
relevant, whether the Transferred Share should be subject to a control premium or a
minority discount and whether there are any Liens on the Transferred Shares that should
result in a reduction in their value, and the Fair Value of the Transferred Shares shall be
the average of the determination of the two appraisers that are closer to each other than to
the determination of the third appraiser, which third determination shall be discarded;
provided, however, that if the determination of two appraisers are equally close to the
determination of the third appraiser, then the Fair Value of the Transferred Shares shall
be the average of the determination of all three appraisers. Such determination shall be
final and binding on the Involuntary Transferee and the Rightholder. The Involuntary
Transferee shall be responsible for the fees and expenses of the appraiser designated by
or on behalf of it, and the Rightholder for the fees and expenses of the appraiser
designated by it. The Involuntary Transferee and Rightholder shall each share half the
fees and expenses of the appraiser designated by the appraisers. For purposes of this
Section 3.4(b), the “Fair Value” of the Transferred Shares means the fair market value of
such Transferred Shares determined in accordance with this Section 3.4(b) based upon all
considerations that the appraisers determine to be relevant.
                        (c)     Closing.    The closing of any purchase under this
Section 3.4 shall be held at the executive office of the Company at 11:00 a.m., local time,
on the earlier to occur of (a) the fifth Company Business Day after the purchase price per
Transferred Share shall have been agreed upon by the Involuntary Transferee and the
Rightholder in accordance with Section 3.4(a), or (b) the fifth Business Day after the
determination of the Fair Value of the Transferred Shares in accordance with
Section 3.4(b), or at such other time and place as the parties to the transaction may agree
or as me be required by applicable law. At such closing, the Involuntary Transferee shall
deliver certificates, if applicable, or other instruments or documents representing the
Transferred Shares being purchased under this Section 3.4, duly endorsed with a
signature guarantee for transfer and accompanied by all requisite transfer taxes, if any,
and such Transferred Shares, to the extent practicable shall be free and clear of any Liens
(other than those arising hereunder) arising through the action or inaction of the
Involuntary Transferee and the Involuntary Transferee shall so represent and warrant, and
further represent and warrant that it is the beneficial owner of such Transferred Shares.
The Rightholder shall deliver at closing payment in full in immediately available funds
for such Transferred Shares. At such closing, all parties to the transaction shall execute
such additional documents as are otherwise necessary or appropriate.

                       (d)     General.      If a Rightholder does not purchase the
Transferred Shares pursuant to the foregoing provisions of this Section 3.4 for any reason
the Rightholder shall retain the rights specified in Sections 3.1(b) and 3.1(c), respectively,
with respect to any transfer by an Involuntary Transferee of such Shares, and any
Involuntary Transfer shall be subject to such rights, in which case the Involuntary
Transferee shall be deemed to be the Selling Stockholder for purposes of Section 3.1 and
shall be bound by the provisions of Section 3.1 and other related provisions of this
Agreement.

               3.5     New Securities; Preemptive Rights.

                       H and F agree, except in the case of Exempt Issuances:

                        (a)    to cause the Company and its Subsidiaries not to issue any
debt or Equity S  ecurities for a price (prior to deduction of commissions and similar
issuance costs) that is lower than their fair market value as reasonably determined by the
Board of Directors;

                     (b)     to cause the Company, in the case of each issuance by the
Company of any Equity Securities for cash, to provide to H and F the prior right to
purchase such Equity Securities in accordance with the following:

                              (i)    If the Company wishes to issue Equity Securities to
any Person (the “Subject Purchaser”), then H and F shall cause the Company to offer
such Equity Securities first to each of H and F and, if any, their respective Permitted
Transferees (each a “Preemptive Rightholder” and collectively, the “Preemptive
Rightholders”) by sending a written notice (the “New Issuance Notice”) to the
Preemptive Rightholders which shall state (x) the number of Equity Securities proposed
to be issued and (y) the proposed purchase price per security of the Equity Securities (the
“Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be
irrevocable unless and until the rights provided for in clause (ii) below shall have been
waived or shall have expired.

                              (ii)    For a period of 10 Business Days after the giving of
the New Issuance Notice pursuant to clause (i) above, each of the Preemptive
Rightholders shall have the right to purchase such portion of the Equity Securities as is
described in the immediately following sentence at a purchase price equal to the
Proposed Price and upon the same terms and conditions set forth in the New Issuance
Notice. Each Preemptive Rightholder shall have the right to purchase that percentage of
the Equity Securities determined by dividing (x) the total number of Shares then owned
by such Preemptive Rightholder by (y) the total number of Shares owned by the
Preemptive Rightholders. If any Preemptive Rightholder does not fully subscribe for the
number or amount of Equity Securities that it is entitled to purchase pursuant to the
preceding sentence, then each Preemptive Rightholder which elected to purchase Equity
Securities shall have the right to purchase that percentage of the remaining Equity
Securities not so subscribed for (the “Excess Equity Securities ”) determined by dividing
(x) the total number of Shares then owned by such fully participating Preemptive
Rightholder by (y) the total number of Shares then owned by all fully participating
Preemptive Rightholders who elected to purchase Excess Equity Securities.

                               (iii)   The right of each Preemptive Rightholder to
purchase the Equity Securities shall be exercisable by delivering written notice of the
exercise thereof, prior to the expiration of the 10-Business Day period referred to in (ii)
above, to the Company, which notice shall state the amount of Equity Securities that such
Preemptive Rightholder elects to purchase. The failure of a Preemptive Rightholder to
respond within such 10-Business Day period shall be deemed to be a waiver of such
Preemptive Rightholder’s rights under this subsection (b), provided, that each Preemptive
Rightholder may waive its rights prior to the expiration of such 10 Business Day period
by giving written notice to the Company.

                               (iv)   If the Stockholder entitled to designate the majority
of the Board of Directors at the time and its Permitted Trans ferees, if any, fully subscribe
for the number or amount of Equity Securities that they are collectively entitled to
purchase pursuant to (ii) above, the Company may sell to the Subject Purchaser all of the
Equity Securities not purchased by the Preemptive Rightholders pursuant to clause (ii) at
a price equal to or greater than the Proposed Price set forth in the New Issuance Notice
and otherwise on terms and conditions that are no more favorable to the Subject
Purchaser than those set forth in the New Issuance Notice; provided, however, that such
sale is bona fide and made pursuant to a contract entered into within 90 days following
the earlier to occur of (A) the waiver by the Preemptive Rightholders of their option to
purchase Equity Securities pursuant to clause (ii) above , and (B) the expiration of the
10-day period referred to in clause (ii) above. If such sale is not consummated within
such 90-day period for any reason, then the restrictions provided for herein shall again
become effective, and no issuance and sale of Equity Securities may be made thereafter
by the Company without again offering the same in accordance with this subsection (b).
The closing of any issuance and purchase pursuant to this subclause (iv) shall be held at a
time and place as the parties to the transaction may agree within such 90 day period.

                               (v)    The closing of the purchase of Equity Securities
subscribed for by the Preemptive Rightholders shall be held at the executive office of the
Company at 11:00 a.m., local time, on (A) the 20th Business Day after the giving of the
New Issuance Notice as provided above if the Preemptive Rightholders elect to purchase
all of the Equity Securities under clause (ii) above, (B) the date of the closing of the sale
to the Subject Purchaser made pursuant to clause (iv) above if the Preemptive
Rightholders elect to purchase some, but not all, of the Equity Securities under clause (ii)
above or (C) at such other time and place as the parties to the transaction may agree. At
such closing, the Company shall deliver certificates representing the Equity Securities,
and such Equity Securities shall be issued free and clear of all Liens (other than those
arising hereunder and those attributable to actions by the purchasers thereof) and the
Company shall so represent and warrant, and further represent and warrant that such
Equity Securities shall be, upon issuance thereof to the Preemptive Rightho lders and after
payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each
Preemptive Rightholder purchasing the Equity Securities shall deliver at the closing
payment in full in immediately available funds for the Equity Secur ities purchased by
him or it. At such closing, all of the parties to the transaction shall execute such
additional documents as are otherwise necessary or appropriate.

               3.6     Registration Rights for H.

                       (a)     If (i) prior to the later to occur of the third anniversary of
the death of MLL and the seventh anniversary of the date hereof, F shall never have
offered Shares for sale to H pursuant to Section 3.1 or (ii) if otherwise necessary for H to
effectuate a transfer pursuant to Section 3.1, then F agrees that H sha ll be entitled, except
as to Shares which shall be transferred pursuant to the offer referred to in paragraph (b)
below, to exercise the “registration rights” set forth in the Registration Rights Agreement
of even date herewith in the form set forth in Exhibit B to the Stock Purchase Agreement
(the “Registration Rights Agreement”) and thereafter to sell the Shares covered by such
exercise.

                        (b)    It shall be a condition to the exercise of the registration
rights and sale of Shares under the circumstances set for th in clause (a)(i) above that H
shall have, within the six months prior to such exercise, first offered to F and then, if F
declines (or fails within 10 Business Days to accept), to the members of the Lacharrière
Family then living, as represented by the Family Representative (as defined in clause (c)
below), the opportunity to purchase all (but not less than all) of H’s Shares specified by H
pursuant to the first-offer provisions set forth in Section 3.1 (other than the “block”
restriction set forth in Section 3.1(a)) as if H were the Selling Stockholder and such
members were collectively the Other Stockholder.

                     (c)    MLL hereby appoints Groupe Marc de Lacharriére, a
French SCA (including any successor thereto) (“GML”), to act as the representative of
the Lacharrière Family for purposes of the provisions of (b) above. While GML shall
have no power, solely by virtue of such appointment, to bind any member of the
Lacharrière Family other than itself, H shall be entitled to rely on actions by GML
without further inquiry for purposes of the provisions of clause (b) above. If GML
declines to serve in that capacity, the rights of the members of the Lacharrière Family
under (b) above shall be conditioned upon GML naming a replacement representative on
a timely basis (GML or any such successor or replacement being the “Family
Representative ”).

              3.7     Registration Rights for F. In order to effectuate a Qualified Public
Offering, F shall be entitled to the registration rights set forth in the Registration Rights
Agreement.

               3.8     Shares Acquired at a Discount.

                      (a)     If, prior to any sale by H of Shares in whatever fashion
(including pursuant to Sections 3.1, 3.2 and 3.3), H shall have acquired Shares from F
pursuant to Section 3.1 in one or more transfers at a price below the applicable Seller’s
Price (the amount equal to the difference between such price and the applicable Seller’s
Price being the “Discount”), then, upon any such sale of Shares by H to a Person other
than F, a member of the Lacharrière Family or any Affiliate of the foregoing, H shall
promptly pay over to F from the proceeds of such sale an amount equal to the Discount.
If such proceeds are not sufficient to reimburse the Discount, then the unpaid portion of
the Discount shall be carried over and shall be repayable out of the proceeds of
subsequent sales by H. The foregoing shall operate on a LIFO basis, i.e., the last Shares
purchased by H shall be deemed to be the first to be resold.

                       (b)    The provisions of (a) above shall not applicable to:

                               (i)     the resale of any Shares constituting a block of
Shares representing at least 30% of the Common Shares if such resale occurs later than
one year after the acquisition of any Shares by H at a Discount; or

                               (ii)    any resale of Shares that occurs later than two years
after the acquisition of any Shares by H at a Discount.

                3.9    Legend on Certificates. The Stockholders agree to cause a copy of
this Agreement to be filed with the Secretary of the Company and kept with the records
of the Company. Each certificate representing Shares shall for as long as this Agreement
is effective bear legends substantially in the following forms:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY
NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
SUCH LAWS.

          THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE,
ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND
VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT,
DATED MARCH 15, 2006, AMONG THE STOCKHOLDERS AND OTHER PARTIES
NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE
COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE
TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY
UNLESS AND U NTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE
WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT

                                      ARTICLE IV

                            CORPORATE GOVERNANCE

               4.1     General.

                       (a)    At any regular or special meeting of stockholders of the
Company (a “Stockholders Meeting”) or in any written consent executed in lieu of such a
meeting of stockholders (a “Written Consent”) (i) each Stockholder shall vote its Shares,
and shall take all other actions necessary, to give effect to the provisions of this
Agreement, to cause the Company to give effect to the provisions of this Agreement and
to ensure that the Charter Documents do not, at any time hereafter, conflict in any respect
with the provisions of this Agreement; (ii) each Stockholder shall vote its Shares, upon
any matter submitted for action by the Company’s stockholders or with respect to which
such Stockholder may vote or act by Written Consent, in conformity with the specific
terms and provisions of this Agreement and the Charter Documents; and (iii) no
Stockholder shall vote its Shares in favor of any amendment of the Charter Documents
which would conflict with, or purport to amend or supercede, any of the provisions of
this Agreement.

                      (b)     Each Stockholder shall cause each of its Permitted
Transferees to comply with the provision of this Article IV as if such Permitted
Transferee were the transferring Stockholder and as if the Common Shares held by such
Permitted Transferee were Shares held by the transferring Stockholder.

               4.2     Stockholder Actions .

                         (a)     In order to effectuate the provisions of this Agreement,
each Stockhold er (i) hereby agrees that when any action or vote is required to be taken by
such Stockholder pursuant to this Agreement, such Stockholder shall use its reasonable
best efforts to call, or cause the appropriate officers and directors of the Company to call,
a Stockholders Meeting, or to execute or cause to be executed a Written Consent to
effectuate such stockholder action, (ii) shall use its reasonable best efforts to cause the
Board of Directors to adopt, either at a meeting of the Board of Directors or by
unanimous written consent of the Board of Directors, all the resolutions necessary to
effectuate the provisions of this Agreement, and (iii) shall use its reasonable best efforts
to cause the Board of Directors to cause the Secretary of the Company, or if there is no
secretary, such other officer of the Company as the Board of Directors may appoint to
fulfill the duties of Secretary, not to record any vote or consent contrary to the terms of
this Agreement; and

                       (b)    Whenever the Stockholder which is not the Minority
Stockholder wishes to propose the approval of an action or matter referred to in Section
4.7, such Stockholder shall notify the Minority Stockholder and the Minority Stockholder
agrees to cause the Minority Director to be prepared to vote on such action or matter at a
meeting of the Board of Directors that the Stockholders agree to convene at a date not
earlier than 15 Business Days after the date of such notice.

               4.3    Election of Directors; Number and Composition.

                      (a)    Each Stockholder shall vote its Shares at any Stockholders
Meeting, or act by Written Consent with respect to such Shares, and take all other actions
necessary to ensure that the maximum number of directors constituting the entire Board
of Directors shall be such number, not less than five and not greater than nine,
determined by F;

                       (b)    Each Stockholder shall vote its Shares at any Stockholders
Meeting called for the purpose of filling the positions on the Board of Directors, or in any
Written Consent executed for such purpose, and take all other actions necessary to ensure
the election to the Board of Directors of individuals designated by F and H (respectively,
“F Directors” and “H Directors”) pursuant to the following entitlements as between H
and F:

                               (i)     if and for so long as H shall own Shares
representing less than its Original Percentage but not less than the Minimum Percentage,
H shall be entitled to one H Director;

                               (ii)   if and for so long as H shall own Shares
representing not less than its Original Percentage but less than the Parity Percentage, F
shall be entitled to such number of F Directors, not less than three but not greater than
seven, to be determined by F, and H shall be entitled to two H Directors;

                               (iii)   if and for so long as (x) H shall own Shares
representing not less than the Parity Percentage but less than 80% of the Common Shares
and (y) the Company is not Publicly Quoted, F shall be entitled to three F Directors and
H shall be entitled to three H Directors, it being agreed that F shall cause such number of
F Directors as shall exceed three to resign upon H acquiring ownership of not less than
the Parity Percentage; provided that, if and for so long as (x) the Company is Publicly
Quoted and (y) H owns Shares representing not less than 50% of the Common Shares but
less than 80% of the Common Shares, H shall be entitled to one more H Director than F
is entitled to F Directors:

                             (iv)   if and for so long as (x) H owns Shares representing
not less than 80% of the Common Shares but less than 100% of the Common Shares, H
shall be entitled to such number of H Directors, not less than three and not greater than
seven, to be determined by H, and, for so long as F owns not less than 3% of the
Common Shares, F shall be entitled to two F Directors;

                      (c)     Subject to the provisions of subsection (b), each
Stockholder shall cause its Directors to vote on the Board of Directors to ensure the
election of a Minority Director to, and the continued presence on, each comm ittee of the
Board of Directors; and

                        (d)    Under the circumstance set forth in (b)(iii) above (exclusive
of the proviso thereto) and if MLL is an F Director, H agrees to cause the H Directors to
vote for the election of MLL as Chairman of the Board of Directors, it being understood
that the Chairman shall have no tie-breaking or other special voting power greater than
that of any other director.

               4.4    Qualifications of Directors.

                        (a)    Each Stockholder agrees not to propose or nominate for
election as a director any Person who is not qualified to serve by reason of experience in
business, management or financial matters.

                      (b)    For so long as H owns not less than the Original
Percentage, at no time (whether before or after the death of MLL and whether or not
MLL is himself a director) shall more than two F Directors (other than MLL if he is a F
Director) be lineal descendants of the grandparents of MLL or spouses of any such
descendants.

               4.5    Removal and Replacement of Director.

                        (a)    Removal of Directors. If at any time that F or H shall
notify the other of its wish to remove at any time and for any reason (or no reason) a F
Director or a H Director, respectively, then each Stockholder shall vote all of its Shares
so as to remove such F or H Director.

                      (b)     Replacement of Directors.

                               (i)    If at any time a vacancy is created on the Board of
Directors by reason of the incapacity, death, removal or resignation of any of the F
Directors or H Directors designated pursuant to Section 4.3, then F or H, as the case may
be, shall, as soon as practicable, designate an individual who shall be elected to fill the
vacancy until the next Stockholders Meeting.
                               (ii)     Upon receipt of notice of the designation of a
nominee pursuant to clause (i) above, each Stockholder shall, as soon as practicable after
the date of such notice, take all reasonable actions, including the voting of its Shares, to
elect the director so designated to fill the vacancy, and, if immediately prior to a vacancy
referred to in clause (i) above, F and H had an equal member of directors, no further
action shall be taken by the Board of Directors until such vacancy is filled.

                4.6    Majority Actions of the Stockholders and Board of Directors
Notwithstanding anything to the contrary contained in this Agreement, neither the Board
of Directors nor the Stockholders shall take (or permit the Company or any Subsidiary to
take), approve or otherwise ratify any of the follow ing actions or matters without the
consent of at least a majority of the directors constituting the entire Board of Directors:

                     (a)    adoption or modification of the annual operating budget of
the Company and its Subsidiaries;

                       (b)    any declaration, distribution or payment of any dividend or
other distribution on any Equity Securities;

                       (c)    any capital expenditures by the Company or its Subsidiaries
in excess of those contemplated by the then applicable annual operating budget;

                       (d)   selection, termination and compensation (including
benefits) of principal management personnel, including key officers, of the Company and
its Subsidiaries;

                       (e)     entry into any material contract out of the ordinary course
of business of the Company and its Subsidiaries or, except in the ordinary course of
business consistent with past practice, any contract involving an obligation of the
Company of any of its Subsidiaries to pay, or entitling the Company or any of its
Subsidiaries to be paid, in excess of $5,000,000;

                      (f)     issuance by the Company or any of its Subsidiaries of, or
their becoming liable for, any indebtedness for borrowed money in excess of $5,000,000
in the aggregate; and

                      (g)     any other action that has been submitted to the Board of
Directors for approval in accordance with the past practice of the Company or of a type
customarily submitted to the board of directors of a Delaware corporation.

                4.7     Special Majority Actions. Notwithstanding anything to the
contrary contained in this Agreement, neither the Board of Directors nor the Stockholders
shall take (or permit the Company or any Subsidiary to take), approve or otherwise ratify
any of the following actions or matters without the consent of at least a majority of the
directors (including at least one Minority Director, if any) constituting the entire Board of
Directors:
                        (a)     any material transaction with either of H or F or any of
their Affiliates (other than the Company or any of its Subsidiaries in which H or F does
not have a separate equity interest), any mandataire social or director of F or any of its
Subsidiaries (other than the Company and its Subsidiaries), or any member of the
Lacharrièrre Family or any beneficiary of the H family trust, provided, however, that, for
so long as H shall be entitled pursuant to Section 4.3 to designate fewer directors than F,
the foregoing shall not apply to (A) the annual management fee to be paid by the
Company or any of its Subsidiaries insofar as the amount of such management fee, in
respect of any particular fiscal year, does not exceed €2,800,000 (the amount of the fee
forecast for the nine- month fiscal period ending September 30, 2006) multiplied by the
fraction having as its numerator the consolidated revenues of the Company for such
particular fiscal year and having as its denominator 125% of the consolidated revenues of
the Company for the nine- month fiscal period ending September 30, 2006 or (B) the total
compensation (fixed salary, bonus and, where applicable, housing allowance) of each of
the individuals referred to in Annex III to the Stock Purchase Agreement insofar as the
total compensation for each such individual for any particular fiscal year does not exceed
such total compensation for 2005 multiplied by the fraction having as its numerator the
consolidated revenues of the Company for such particular fiscal year and having as its
denominator the consolidated revenues of the Company for 2005, provided, however,
that, for the fiscal year ending September 30 2006, the numerator shall be 125% of the
consolidated revenue for the nine - month ending September 30, 2006;

                       (b)     any change in the dividend policy set forth in Section 4.10;

                       (c)     any amendment, modification or restatement of the Charter
Documents;

                        (d)     any merger, consolidation or other similar transaction
involving the Company or one or more of the Subsidiaries and one or more Persons,
except for (i) a transaction of the type described in clauses (k) or (m) below, (ii) a merger
or consolidation of the Company with one or more wholly-owned Subsidiaries in which
the Company is the surviving corporation or (iii) a merger or consolidation of one or
more wholly-owned Subsidiaries with one or more wholly-owned Subsidiaries;

                        (e)      any sale, conveyance, exchange or transfer to another
Person of all or substantially all of the assets of the Company in a single transaction or
series of related transactions ;

                    (f)    any voluntary or involuntary liquidation under applicable
bankruptcy or reorganization legislation, or any dissolution or winding up of, the
Company;

                    (g)   any recapitalization or reorganization of the Company
which would have an adverse effect on the rights of the Minority Stockholder as a
shareholder in the Company under its contractual rights hereunder or in which the
Minority Stockholder is treated differently as a shareholder than the Majority
Stockholder;
                       (h)     any material change in the nature of the business of the
Company and its Subsidiaries, taken as a whole, as such business is constituted and
conducted at the time of such action, it being understood that such a change shall not
exist unless there is a change of such a magnitude that (A) more than 25% of the
consolidated revenues of the Company and its Subsidiaries could reasonably be expected
to be derived within 24 months after such change from activities within the domain of
financial services in which, prior to such change, the Company and its Subsidiaries are
not engaged or in which they have no strategic plan to engage or in which, at such time,
none of Moody’s Corporation, Standard & Poor’s, Dominion Bond Ratings Service
Limited or any other competitor of the Company or any of its Subsidiaries in the ratings
business is directly or indirectly engaged or (B) any material portion of the business of
the Company and its Subsidiaries, taken as a whole, would be outside the domain of
financial services;

                         (i)     except for Exempt Issuances and the issuance of Common
Shares to F in exchange for all its preferred stock pursuant to the Stock Purchase
Agreement, any issuance to a Person (other than the Company or one or more of its
wholly-owned Subsidiaries) by the Company or any of its Subsidiaries for cash or
agreement by the Company or any of its Subsidiaries so to issue any Equity Securities;
provided that no such issuance or agreement to issue shall be subject to the provisions of
this clause (i) if the conditions set forth below in either subclause (A) or subclause (B) are
satisfied:

                               (A)     if both of the following conditions shall be satisfied:

                                     (x)     such issuance is for cash not exceeding an
amount (including all other issua nces in the same fiscal year) equal to, if such issuance
occurs in the nine-month period ending September 30, 2006, $82.5 million, and thereafter
the amount determined by multiplying $100 million by the number (which shall be
rounded to the nearest second decimal and shall be not less than 1) having as its
numerator the consolidated revenues of the Company and its Subsidiaries for the fiscal
year preceding such issuance (multiplied by 1.25 in the case of the nine- month period
ending September 30, 2006) and as its denominator $691.1 million; and

                                       (y)     such issuance is to F and H pursuant to a
capital increase for cash except to the extent that the Minority Stockholder and each of its
Permitted Transferees declines to exercise all of their preemptive rights provided by
Section 3.5(b) with respect to such capital increase and the non-Minority Stockholder and
each of its Permitted Transferees shall exercise all of their preemptive rights with respect
to such capital increase, in which case the portion not subscribed by the Minority
Stockholder may be taken up by the non-Minority Stockholder or any new shareholder
selected by the non-Minority Stockholder; or

                             (B)   if such issuance is to be used to repay indebtedness
or to finance operations in circumstances where such issuance is (x) with respect to
repayment of indebtedness, reasonably necessary to avoid a default or breach of financial
covenants by the Company or any of its Subsidiaries or (y) otherwise necessary in order
for the Company or any of its Subsidiaries to meet its financial and operating payment
obligations under the business plan of the Company and its Subsidiaries then in effect as
they are expected to become due;

                        (j)    incurrence by the Company or any Subsidiary of
indebtedness for borrowed money in excess of, in respect of any particular fiscal year, an
aggregate amount equal to, if such incurrence occurs in the nine- month period ending
September 30, 2006, $82.5 million (exclusive of any borrowing incurred to pay the
dividend s for 2005 referred to in Section 4.10(b)), and thereafter the amount determined
by multiplying $100 million by the number (which shall be rounded to the nearest second
decimal and shall not be less than 1) having as its numerator the consolidated revenues of
the Company and its Subsidiaries for the fiscal year preceding such incurrence
(multiplied by 1.25 in the case of the nine- month period ending September 30, 2006) and
as its denominator $691.1 million; provided that no such incurrence shall be subject to
the provisions of this subsection (j) if either of the following conditions is satisfied:

                             (A)    such incurrence is under the Company’s present
$500 million credit facility or any renewal or replacement thereof (up to the same
aggregate principal amount of $500 million) on then prevailing market terms; or

                                (B)    such incurrence is to be used solely to finance an
acquisition or start- up investment in a new activity that is otherwise permitted without
being subject to, or is authorized pursuant to, the provisions of this Section 4.7 ;

                       (k)     any acquisition of any Person by the Company or any of its
Subsidiaries if the value of the consideration to be paid to the seller (whether in the form
of cash, value of securities transferred or assumed debt) exceeds an amount equal to, if
such acquisition occurs in the nine- month period ending September 30, 2006, $82.5
million, and thereafter the amount determined by multiplying $100 million by the number
(which shall be rounded to the nearest second decimal and shall not be less than 1) having
as its numerator the consolidated revenues of the Company and its Subsidiaries for the
fiscal year preceding such acquisition (multiplied by 1.25 in the case of the nine- month
period ending September 30, 2006) and as its denominator $691.1 million;

                       (l)     any start-up investment in a new activity (whether or not in
the form of a legal entity) not conducted at the time by the Company or any of its
Subsidiaries or contemplated by their then applicable business plan where the estimate of
cumulative operating losses to be incurred prior to the achievement of operating profit by
such start- up investment exceeds the amount determined by multiplying $50 million by
the number (which shall be rounded to the nearest second decimal and shall not be less
than 1) having as its numerator the consolidated revenues of the Company and its
Subsidiaries for the fiscal year preceding such start-up investment (multiplied by 1.25 in
the case of the nine- month period ending September 30, 2006) and as its denominator
$691.1 million; or

                       (m)     any sale, transfer or disposal by the Company or by any
Subsidiary (i) of a Subsidiary or (ii) of assets of the Comp any or its Subsidiaries in one or
a series of related transactions, if the value of the consideration to be received by the
Company or any of its Subsidiaries exceeds an amount equal to, if such sale, transfer or
disposal occurs in the nine- month period ending September 30, 2006, $82.5 million, and
thereafter the amount determined by multiplying $100 million by the number (which
shall be rounded to the nearest second decimal and shall not be less than 1) having as its
numerator the consolidated revenues of the Company and its Subsidiaries for the fiscal
year preceding such sale, transfer or disposal (multiplied by 1.25 in the case of the nine-
month period ending September 30, 2006) and as its denominato r $691.1 million;

               4.8    Special Provisions for Proposed Acquisitions.

                        (a)    If an action proposed pursuant to Section 4.7(k) (a
“Proposed Acquisition”) is not approved in accordance with Section 4.7(k) because the
majority of the entire Board of Directors does not include the vote of at least one
Minority Director, then, if the proposing party is F and if F or any other Affiliate of MLL
is permitted under Section 4.11 to proceed, and chooses to proceed, with the Proposed
Acquisition and wishes the Company to participate in the Proposed Acquisition in
amount of cash equal to an amount not exceeding the then applicable threshold under
Section 4.7(k) and otherwise on the same basis as F or such other acquiror, then H agrees
to cause (together with F) the Company so to participate in the Proposed Acquisition. In
such case, H and F agree that the Company shall have the option to manage the acquiree,
it being understood that such management shall be provide on an arm’s- length basis and
shall be reasonably expected not to result in any material detriment to the Company and
its Subsidiaries, taken as a whole.

                        (b)    If the Company participates in a Proposed Acquisition
pursuant to (a) above (regardless of whether the Company manages the acquiree as
contemplated by the last sentence thereof), then H shall have the right to require the
acquisition by the Company of the acquiree on the same terms, and subject to the same
conditions, as if such acquiree were an Opportunity pursuant to Section 4.11(c).

               4.9     Succession Committee. For so long as F is entitled pursuant to
Section 4.3 to designate more directors than H for election to the board of directors and H
                                                  n
owns not less than the Minimum Percentage, i connection with the selection of an
eventual successor to Stephen Joynt, the present Chief Executive Officer of the
Company, MLL, as Chairman of the Board of Directors, agrees to constitute, at an
appropriate time to be determined by MLL, an ad hoc non-board committee ( reporting to
MLL on a confidential basis until MLL shall decide otherwise) to which an appropriate
representative designated by H and accepted by MLL shall be a member. Such ad hoc
succession committee shall have responsibility for advising MLL regarding
considerations relating to orderly succession, for reviewing and evaluating on a
confidential basis potential candidates and, at the appropriate time, interviewing final
candidates and making a final recommendation.

               4.10   Dividend Policy.
                       (a)    General. For so long as H owns not less than the Minimum
Percentage and for so long as F owns not less than 3% of the Common Shares, subject to
the duties of directors under Delaware law in the case the Company is Publicly Quoted
and subject to applicable law, H and F agree, for all fiscal years subsequent to 2005, to
cause the Company to distribute, on an annual basis, all of the after-tax cash flow that is
not reasonably expected by the Company to be necessary (i) to meet operating or capital
needs of the business of the Company and its Subsidiaries, (ii) to repay debt or (iii) to
fund acquisit ions contemplated by the Company’s strategic objectives.

                        (b)     2005 Dividend s. H acknowledges that the record dates for
eligibility for shareholders to receive the respective dividends by the Company and FR
(as defined in the Stock Purchase Agreement) with respect to profits of the Company and
FR for 2005 ha ve been fixed as a date prior to the date of this Agreement and that, as a
consequence, H shall have no claim with respect to such dividends and shall ha ve no
claim of any kind whatsoever against F in respect of or resulting from the payment of
such dividend s after the date hereof.

               4.11   Corporate Opportunities.

                       (a)     Each Stockholder agrees to undertake that each corporate
opportunity (including any acquisition) in the domain of financial services (an
“Opportunity”) available to such Stockholder or any of its Affiliates will be first offered
by such Stockholder (the “Offering Stockholder ” to the Company by timely notice to the
Company and the other Stockholder (the “Non-Offering Stockholder”), setting forth in
reasonable detail the principal elements of the Opportunity. Such obligation shall apply
notwithstanding any right under Section 4.6(a) or (b) or intention of the Offering
Stockholder to cause the Company not to pursue or accept the Opportunity and, without
prejudice to the rights of either Stockholder (through its designated directors) under
Section 4.6, it shall be the further obligation of the Offering Stockholder, pending a
decision by the Company whether to take up the Opportunity, to facilitate the taking up
of the Opportunity by the Company, including using all commercially reasonable efforts
to pursue the Opportunity with the relevant counterparty as if the Offering Stockholder
were intending itself to take up the Opportunity.

                        (b)     If the Offering Stockholder shall have complied with its
obligations under clause (a) above and the Company declines to take up the Opportunity
after a decision of the Board of Directors or if 90 days have elapsed since the date of the
notice referred to in clause (a) above without any action being taken by the Company
with respect of the Opportunity, the Offering Stockholder may take up the Opportunity
unless (x) the Opportunity relates to a business activity in which, at the time the
Opportunity is offered to the Company, the Company or any of its Subsidiaries is
engaged or in which the Company or any Subsidiary has a strategic plan to engage or in
which, at such time, any of Moody’s Corporatio n, Standard & Poor’s, Dominion Bond
Ratings Service Limited or any other competitor of the Company or any of its
Subsidiaries in the ratings business is directly or indirectly engaged or (y) such
Opportunity was declined by the Company as a result of the Offering Stockholder’s
exercise of a right (through its designated directors) under Section 4.6 or Section 4.7.
                        (c)     If the Offering Stockholder shall take up an Opportunity
that has been first offered to, but declined or otherwise not taken up by, the Company, the
Non-Offering Stockholder shall have the right, during a period of three years of the
completion of the transaction in which such opportunity is so taken up, to require the
Offering Stockholder to sell the Opportunity so taken up by the Offering Stockholder to
the Company at fair market value (to be determined as provided in Section 3.4(b)) for
cash or Equity Securities of the Company as determined by the Board of Directors,
provided that no such issuance of Equity Securities shall occur in such a manner as to
result in the decrease of either Stockholder’s relative percentage ownership (giving effect
to dilution) of the Shares without such Stockholder’s consent.

                       (d)     Except as provided in this Section 4.11(d), neither H nor F
(or any of their Affiliates) may engage in any activity or invest in any entity (except de
minimis passive investments) tha t competes with the Company or any of its Subsidiaries,
                              ’s
it being understood that H 50/50 joint venture with Dow Jones in Smart Money
Magazine, as such joint venture is operated as of the date hereof, shall not be deemed to
compete with the Company. Except as stated in the preceding sentence with respect to H,
F and H each represents that neither it nor any of its Affiliates currently engages in any
activity that competes or potentially competes with the Company or any of its
Subsidiaries.

               4.12   Certain Board M atters.

                      (a)     F confirms that it is its present intention that the Board of
Directors meet not less than four times per calendar year, that meetings of the Board of
Directors of the Company continue to be conducted substantially in the manner in which
board meetings of Fitch Inc. have been conducted in recent years and that, in addition to
the formal business of the Board of Directors, such board meetings accordingly include a
substantive review of current operations.

                      (b)     The other Stockholder undertakes to the Minority
Stockholder to furnish to the Minority Stockholder through the Minority Directors:

                               (i)    all information provided by the Company to the
other directors in their capacity as such (whether as part of the “Board Package” for
meetings of the Board of Directors or otherwise), including the audited consolidated
financial statements, unaudited consolidated financial statements for the first six-months
of each fiscal year and, when and if required to be produced, quarterly consolidated
financial statements; provide d that nothing in his Section 4.12 shall otherwise create any
new reporting obligations for the Company.

                               (ii)   during each month in which the Minority Directors
shall not receive either six-month or quarterly financ ial statements or in which a meeting
of the Board of Directors does not occur, a statement of consolidated revenues and
consolidated EBITDA for the preceding month.
                       (c)      The Minority Stockholder agrees to direct any request it or
the Minority Directors may have for any supplemental explanation with regard t the    o
information and documents provided as described pursuant to (b) above exclusively to
the other Stockholder and strictly to refrain from directing any such request to the
Company or any member of its management or any of its Subsidiaries (other than during
a meeting of the Board of Directors, to a member of management who is also a director).
Notwithstanding the foregoing, if the Minority Stockholder should wish any explanation
of the information referred to in clause (b)(ii) above, such explanation may, with the prior
written authorization of the Chairman, be addressed by the Chief Executive Officer of the
Minority Stockholder to the Chief Executive Officer of the Company, who, if appropriate
and so authorized by the Chairman, may provide such explanation in conference
exclusively with the CEO of the Minority Stockholder.

                      (d)    Other than during a meeting of the Board of Directors with
a member of management who is also a director, the Minority Stockholder shall not,
without the prior written authorization of the Chairman, seek or (except for unplanned
encounters of a purely social or other non-substantive nature) accept any contact of any
form with the management of the Company or any of its Subsidiaries.

                      (e)      If the other Stockholder shall propose for decision a
matter on which a Minority Director approval is required under Section 4.7, the other
Stockholder shall provide to the Minority Stockholder through the Minority Directors
such additional information as may be relevant to such decision as the Minority Directors
may reasonably request.

                       (f)    The Minority Stockholder agrees not to solicit for
employment or to employ any member of management of the Company or any of its
Subsidiaries for a period expiring on the earlier of the second anniversary of the date on
which the Minority Stockholder ceases to be a Stockholder or the date on which the other
Stockholder ceases to be a Stockholder.

                       (g)    Each Stockholder shall furnish to the other, promptly upon
request by notice, such information as the requesting Stockholder reasonably may specify
for the purpose of monitoring its rights under this Agreement, including as to direct and
indirect ownership of Common Shares.

                                      ARTICLE V

              POSSIBLE FUTURE H TRANSACTIONS IN F SHARES

                5.1   Restrictions. Neither H nor any Affiliate of H shall purchase or
offer to purchase any equity securities of F unless and until H and F shall have first
obtained from the Autorité des Marchés Financiers (AMF) an appropriate and valid
exemption (satisfactory to F and as to which either the period for appeal shall ha ve lapsed
without an appeal having been made or as to which any appeal shall have been
definitively resolved by the confirmation or issuance of an exemption by the court of
ultimate appeal) from any obligation for either GML, any Affiliate of GML or H to make
an Offer Publique d’Achat or to make an Offer Publique de Retrait as a result of the F
Shareholder Agreement (as defined below) or the purchase of up to 30% of the share
capital in F. If but only if such an exemption shall have been obtained, H may, after
executing and delivering to F the shareholders agreement in the form attached hereto as
Annex B (the “F Shareholders Agreement”), purchase or offer to purchase equity
securities of F. H shall procure that no Affiliate of H shall engage in any transaction in
any equity securities of F except in accordance with this Article 5.1 and shall advise F of
any purchase by H or any of its Affiliates.

              5.2      Irrelevance of H Ownership in F. All references in this Agreement
                                                                   ’s
to H’s “ownership of Shares” and the like shall refer only to H direct ownership of
Shares and shall entirely disregard any indirect ownership of Shares by H through F.

                                      ARTICLE VI

                                DISPUTE RESOLUTION

                6.1    Amicable Settlement. The parties hereof undertake to use their
commercially reasonable efforts to try to settle amicably any dispute, controversy or
claim arising out of or in connection with this Agreement or the breach, termination or
validity thereof (a “Dispute ”). Therefore, before referring to arbitration any party must
notify to the other relevant party its wish to try to settle amicably the Dispute. Such
notice shall include the statement of the dispute and any documents related thereto. The
parties undertake to involve the higher level of their management to try to settle any
Dispute amicably.

                 6.2    Arbitration. Failing an amicable settlement within three weeks of
the receipt of the above- mentioned notification, the Dispute shall be finally settled by
arbitration under the Rules of Arbitration of the International Chamber of Commerce
(“ICC”) then in effect (the “Rules”), except as modified herein. The arbitration shall be
held in Paris, France, except that if the Stockholders determine in good faith that it is not
likely to be reasonably feasible to convene an arbitral tribunal in P   aris consisting of
arbitrators having the qualifications required by Section 6.3(a), the arbitration shall be
held in New York, New York. The arbitration proceedings shall be conducted in English
and documentary exhibits may be admissible in French or English without translation
into French or English, as the case may be, and the award shall be rendered in the English
language. The parties agree to use their commercially reasonable efforts to cause the
arbitrators to render their award within four months from the date on which the last
arbitrator is selected.

               6.3     Arbitration Procedures. In an arbitration the following shall apply:

                        (a)    There shall be three arbitrators, all of whom shall be
selected in accordance with the rules of the ICC. Each arbitrator shall be fluent in both
English and French, with corporate legal experience with Delaware corporate law,
provided that there shall be no requirement that any of the arbitrators be admitted to
practice in the State of Delaware.
                      (b)    The parties hereby waive any rights of application or
appeal to any judicial body in any jurisdiction to the fullest extent permitted by law in
connection with any question of law arising in the course of the arbitration or with
respect to any award made, except for actions to enforce an arbitral award and actions
seeking interim, interlocutory or other provisional relief in any court of competent
jurisdiction.

                      (c)    The award shall be final and binding upon the parties, and
shall be the sole and exclusive remedy between the parties regarding any claims,
counterclaims, issues, or accounting presented to the arbitral tribunal. Judgment upon
any award may be entered in any court having jurisdiction.

                       (d)     Judgment upon the award of the arbitrators may be entered
in any court having jurisdiction thereof or such court may be asked to confirm judicially
the award and order its enforcement, as the case may be.

                       (e)     Each of the parties shall bear its own costs and expenses
and an equal share of the arbitrators’ and administrative fees of the arbitration.

                      (f)   This Agreement and the rights and obligations of the
Parties shall remain in full force and effect pending the award in any arbitration
proceeding hereunder.

                       (g)     All notices by one Party to another Party in connection with
the arbitration shall be in accordance with the provisions of Section 7.1 except that no
notice may be transmitted by facsimile.

               6.4     Injunctive Relief. The foregoing provisio ns of this Article VI shall
not prohibit a Stockholder from seeking injunctive relief, specific performance or other
similar relief from a court of competent jurisdiction to prevent a violation of any
provision of Article III or Article V pending resolutio n of the Dispute by arbitration as
contemplated by this Article VI.

                                     ARTICLE VII

                                  MISCELLANEOUS

               7.1      Notices. All notices, demands or other communications provided
for or permitted hereunder shall be made in writing and shall be by registered or certified
first class mail, return receipt requested (with a copy by telecopy), telecopier, courier
service or personal delivery:

                      (a)     if to F:

                                         FIMALAC
                                         97, rue de Lille
                                         75007 Paris, France
                                         Telecopy: 33-1-4753-6183
                                         Attention: Véronique Morali

                      (b)     if to H:

                                         The H earst Corporation
                                         959 Eighth Avenue
                                         New York, New York 10019
                                         Telecopy: (212) 649-2035
                                         Attention: General Counsel

                      (c)     if to MLL:

                                         Marc Ladreit de Lacharriére
                                         c/o FIMALAC
                                         97, rue de Lille
                                         75007 Paris, France
                                         Telecopy: 33-1-4753-6183


All such notices, demands and other communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; when delivered by courier, if
delivered by commercial courier service; upon deposit in the mail, postage prepaid, if
mailed with a copy by telecopy; and when receipt is mecha nically acknowledged, if
telecopied. Any party may by notice given in accordance with this Section 7.1 designate
another address or Person for receipt of notices hereunder.

                7.2     Publicity; Confidentiality.    Except as may be required by
applicable Requirement of Law, neither the Stockholders nor any of there Affiliates shall
issue a publicity release or public announcement or otherwise make any public disclosure
concerning this Agreement or any matters related to the business, technology and
financial affairs of the Company or any of its Subsidiaries of a confidential or
competitively-sensitive nature, without prior approval by the other parties hereto,
provided that each Stockholder may publish this Agreement on its website or otherwise
make it available to shareholders if it so chooses. The foregoing shall not restrict any
party from disclosing information (a) that is already publicly available, (b) that may be
required or appropriate in response to any summons or subpoena or in connection with
any litigation, provided that, with respect to any such summons or subpoena, the
disclosing party will use reasonable efforts to notify the Company and the other parties
hereto in advance of such disclosure so as to permit the Company and the other parties
hereto to seek a protective order or otherwise contest such disclosure, and such disclosing
party will use reasonable efforts to cooperate, at the expense of the Company, with the
Company and the other parties hereto in pursuing any such protective order, (c) to the
extent that such disclosing party reasonably believes it appropriate in order to protect its
investment in its Shares or in order to comply with any Requirement of Law, (d) to such
disclosing party’s or the Company’s officers, directors, stockholders, investors, advisors,
employees, members, partners, controlling persons, auditors or counsel or (e) to Persons
from whom releases, consents or approvals are required, or to whom notice is required to
be provided, pursuant to any Requirement of Law. If any announc ement is required by
any Requirement of Law to be made by any party hereto, prior to making such
announcement such party will deliver a draft of such announcement to the other parties
and shall give the other parties reasonable opportunity to comment thereon.

                7.3   Successors; Third Party Beneficiary. This Agreement shall inure
to the benefit of and be binding upon successors (but not assigns other than Permitted
Transferees) of the parties hereto. No person other than the parties hereto and their
successors and (subject to Section 2.2(c)) Permitted Transferees and (for purposes of
Section 3.6) the Family Representative and the Lacharriére Family is intended to be a
beneficiary of this Agreement. Notwithstanding the foregoing, if in the future it is
proposed by F that the Shares owned by F be distributed pro rata to shareholders of F, F
may make such distribution, provided, that it shall effectively transfer the rights and
obligations of F hereunder to an entity controlled by MLL or, after his death, his legal
heirs, that would have the legal capacity to act on behalf of, and for the benefit of, with
respect to this Agreement, the former shareholders of F who will have become holders of
Shares.

               7.4    Amendment and Waiver.

                       (a)     No failure or delay on the part of any party hereto in
exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy. The
remedies provided for herein are cumulative and are not exclusive of any remedies that
may be available to the parties hereto at law, in equity or otherwise.

                       (b)       Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and any
consent to any departure by any party from the terms of any provision of this Agreement,
shall be effective only if it is made or given in writing and signed by each of the parties
hereto.

                      (c)      If the Shares become publicly listed pursuant to any sale of
F or H permitted by this Agreement, H and F agree to modify in good faith the consent
rights, agreements with regard to board representation and other minority protections
provided for herein to the minimum extent necessary to comply with Requirements of
Law (including with respect to the fiduciary duties of directors with regard to minority
shareholders) or applicable stock exchange regulation; it being understood, however, that
neither Stockholder sha ll have any obligation so to modify in a manner that deprives such
Stockholder in any material way of the benefits herein provided.

               7.5    Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.
                 7.6     Specific Performance. The parties hereto intend that each of the
parties have the right to seek damages or specific performance in the event that any other
party hereto fails to perform such party’s obligations hereunder. Therefore, if any party
shall institute any action or proceeding to enforce the provisions hereof, any party against
whom such action or proceeding is brought hereby waives any claim or defense therein
that the plaintiff party has an adequate remedy at law.

               7.7    Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          7.8  GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW THEREOF.

                7.9    Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions hereof shall not
be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.

                7.10 Rules of Construction; Usage. Unless the context otherwise
requires, references to sectio ns or subsections refer to sections or subsections of this
Agreement; all pronouns and any variations thereof refer to the masculine, feminine or
neuter, singular or plural, as the context may require; all terms defined in this Agreement
in their singular or plural forms have correlative meanings when used herein in their
plural or singular forms, respectively; unless otherwise expressly provided, the words
“include,” “includes” and “including” do not limit the preceding words or terms and shall
be deemed to be followed by the words “without limitation”: the terms “hereof,”
“herein,” “hereby,” “hereto” and derivative or similar words shall refer to this Agreement
as a whole and not to any particular provision of this Agreement; and any reference to a
law shall be a reference to that law as at the date of this Agreement, as amended or
substituted from time to time.

                7.11 Entire Agreement.           This Agreement, the Stock Purchase
Agreement, and the Registration Rights Agreement, together with the annexes and
exhibits hereto and thereto, are intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and
therein. There are no restrictions, promises, representations, warranties or undertakings,
other than those set forth or referred to herein or therein. This Agreement, the Stock
Purchase Agreement, and the Registration Rights Agreement, together with the annexes
and exhibits hereto and thereto, supersede all prior agreements and understandings among
the parties with respect to such subject matter.
               7.12 Further Assurances. Each of the parties shall, and shall cause their
respective Affiliates to, execute such documents and perform such further acts as may be
reasonably required or desirable to carry out or to perform the provisions of this
Agreement.

                7.13 Effectiveness; Termination. The rights and obligations of the
parties shall become effective as of the Closing (as defined in the Stock Purchase
Agreement ) and shall terminate as of the date when either of the Stockholders (including
their respective Permitted Transferees) ceases to own any Shares (except that any rights
existing under this Agreement before such termination by reason of a breach by either
party shall survive such termination).

               IN WITNESS WHEREOF, the undersigned have executed, or have caused
to be executed, this Stockholders Agreement on the date first written above.



                                            THE HEARST CORPORATION


                                            By: ____________________________
                                                Name:
                                                Title:




                                            FIMALAC


                                            By: ____________________________
                                                Name:
                                                Title:


                                                _______________________
                                                Marc Ladreit de Lacharriére
                                                                                    EXHIBIT A

                       ACKNOWLEDGMENT AND AGREEMENT

             The undersigned wishes to receive from __________ (the “Transferor”)
__________ shares (the “Transferred Shares”) of Fimalac Inc., a Delaware corporation (the
“Company”);

              The Transferred Shares are subject to the Stockholders Agreement, dated
March 15, 2006 (the “Agreement ”), among The Hearst Corporation, Fimalac and Marc
Ladreit de Lacharriérre;

                Pursuant to the terms of the Agreement, the Transferor is prohibited from
transferring the Transferred Shares unless and until a transfer is made in accordance with the
terms and conditions of the Agreement and the recipient of the Transferred Shares
acknowledges the terms and conditions of the Agreement and agrees to be bound thereby; and

                 For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and to permit the Transferor to transfer the Transferred Shares to the
undersigned and the Company to register such transfer, the undersigned does hereby (i)
acknowledge that it has been given a copy of the Agreement and afforded ample opportunity
to read and to have counsel review it, and it is thoroughly familiar with its terms, (ii) agree
that the Transferred Shares are subject to the terms and conditions set forth in the Agreement,
and (iii) will remain agree fully to be bound by the Agreement as a Permitted Transferee (as
therein defined) and to act, in respect of Article III, as if the undersigned were a Stockholder
(as defined therein).

               This ________ day of ________, 20__.
                                                                               EXHIBIT B



                                        AGREEMENT




BETWEEN THE UNDERSIGN ED:


Mr. Marc Ladreit de Lacharrière , residing at [---], together with his heirs (“MLL”)


Fimalac Participations , a société civile with a share capital of 7,396,960 euros, having its
registered office at 97 rue de Lille in Paris, (75007), registered with the Paris companies’
registry under number 384 579 876, duly represented by Mr. Marc Ladreit de Lacharrière in
his capacity as Manager (gérant), (“FP”)


Groupe Marc de Lacharrière , a société en commandite par actions with a share capital of
35,723,776 euros, having its registered office at 97 rue de Lille in Paris, (75007), registered
with the Paris companies’ registry under number 331 604 983, duly represented by Mr. Marc
Ladreit de Lacharrière in his capacity as Manager (gérant commandité) (“GML”)


Silmer, a société civile with a share capital of 1,000 euros, having its registered office at [97
rue de Lille, (75007)], registered with the Paris companies’ registry under number 378 592
869, duly represented by Mr. Robert Gimenez in his capacity as Manager (gérant), (“Silmer”)


                                              hereafter collectively the « MLL Group »,


                                                                  On the one hand,


                              And


The Hearst Corporation a [société ----] having its registered office at [---], duly represented
by [---] (“Hearst”)
                                                                 On the other hand.
RECITALS :


1°)   By way of a Stock Purchase Agreement (the “SPA”) entered into on __ March 2006 in
      Paris between Fimalac, a société anonyme with a share capital of [166,324,109.60]
      euros, having its registered office at 97 rue de Lille, 75007 Paris, Fimalac
      Investissements, a société anonyme with a share capital of [_________] euros, having
      its registered office at 97 rue de Lille, 75007 Paris, Fimalac Inc. (“Fimalac Inc ”), a
      [____] with a share capital of [_______], having its registered office
      [______________] and Hearst, Hearst acquired an interest representing 20% of the
      share capital and voting rights in Fimalac Inc, the parent company of Fitch Group
      (“Fitch”). MLL, Fimalac and Hearst entered into a Stockholders Agreement dated __
      March 2006 (the “SHA”).
2°)   As at the date hereof, the voting rights and share capital of Fimalac, are held by the
      MLL Group as shown in Schedule A. Schedule A also discloses the other equity
      securities held by the MLL Group. Hearst does not hold, directly or indirectly, any
      Fimalac share.
3°)   Pursuant to the provisions of Article V of the SHA and at the request of MLL, the
      MLL Group on the one hand and Hearst on the other hand wish to determine the terms
      under which Hearst may become a shareholder of Fimalac.
4°)   In these circumstances, the Autorité des Marchés Financiers (the “AMF”) pursuant to
      a decision dated [ ] and attached to this Agreement in Schedule B, ruled that,
      notwithstanding the action in concert (action de concert) resulting from what is
      described below and the potential acquisition of Fimalac shares up to 30% of the
      capital of Fimalac, neither Hearst nor MLL Group are required to launch a mandatory
      public offer (offre publique obligatoire), (including a public repurchase offer (offre
      publique de retrait)) on the Fimalac shares. The final decision providing an
      exemption from launching a public offer on Fimalac shares was delivered by the AMF
      or, on appeal, by the Paris Court of Appeal on [•].
5°)   Therefore, and subject to acquiring shares in Fimalac, Hearst undertakes to exercise its
      voting rights as instructed by the MLL Group, in accordance with the terms set out
      below. This undertaking constitutes an action in concert, which will be effective as
      from the acquisition of Fimalac shares by Hearst.
THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:


Article 1:

       In the event Hearst comes to hold, directly or ind irectly, a portion of the share capital
       of Fimalac not exceeding thirty per cent (30%), Hearst undertakes irrevocably to vote
       in accordance with the instructions of MLL Group in relation to any draft resolution
       submitted to the general shareholders' meetings of Fimalac.


Article 2:
2.1    If Hearst carries out an action which results in the obligation to launch a mandatory
       public offer on the shares of Fimalac, Hearst will file such offer on its own, will do as
       necessary so that this offer be allowable and achieved, will support on its own all of
       the relevant costs, will acquire on its own the shares contributed in the context of this
       offering and will indemnify and hold harmless the MLL Group from and against all
       losses, claims, liabilities, damages, fines, penalties, obligations costs and expenses that
       may be incurred by the MLL Group that directly or indirectly arise out of, result from,
       are based upon or relate to the mandatory public offer.
2.2    Conversely, if the MLL Group carries out an action which results in the obligation to
       launch a mandatory public offer on the shares of Fimalac, the MLL Group will file
       such offer on its own, will do as necessary so that this offer be allowable and achieved,
       will support on its own all of the relevant costs, will acquire on its own the shares
       contributed in the context of this offering and will indemnify and hold harmless Hearst
       from and against all losses, claims, liabilities, damages, fines, penalties, obligations
       costs and expenses that may be incurred by Hearst that directly or indirectly arise out
       of, result from, are based upon or relate to the mandatory public offer. For the purpose
       of this article 2.2, members of the MLL Group shall act jointly (solidairement) as long
       as they are acting in concert and are directly or indirectly controlled by a member of
       the Lacharrière family.
2.3    It is specified for the avoidance of doubt that the above provisions of this Article 2 are
       not intended to cover the situation where (i) Fimalac, being under the control of the
       MLL Group at this date, transfers the control over Fitch on its own initiative (ie except
       in the situation where the transfer by Fimalac of its shareholding in Fitch results from
       the exercise by Hearst of the drag-along right provided for in the SHA) and, (ii) such
       transfer triggers an obligation to launch a mandatory repurchase offer on the shares of
       Fimalac. This repurchase offer, if any, would be launched exclusively by the MLL
       Group and the shareholders acting in concert with MLL Group other than Hearst.
Article 3:
3.1    This Agreement and the action in concert will be terminated if Hearst comes to hold,
       whether directly or indirectly, a portion of the share capital of Fimalac exceeding
       thirty per cent (30%).
3.2    With the exception of the above situation, the provisions of this Agreement will apply
       for as long as both MLL Group on the one hand and Hearst on the other hand will be,
       whether directly or indirectly, shareholders of Fimalac.


Article 4:

4.1    Hearst guarantees that the undertakings set forth in the Agreement will be complied
       with by any entity controlled by Hearst within the meaning of article L.233-3 of the
       French commercial code.

4.2    The MLL Group guarantees that the undertakings set forth in the Agreement will be
       complied with by any entity controlled by the MLL Group within the meaning of
       article L.233-3 of the French commercial code.


Article 5:
              This Agreement contains all of the agreements entered into between the
undersigned on the one hand and Hearst in relation to the share capital of Fimalac.


Article 6:
               This Agreement will be governed by and construed in accordance with French
law.


Article 7:
                This Agreement is drafted both in the English and the French language. In the
event of a conflict between the English version and the French version regarding the
interpretation of one or several provisions of this Agreement, the English version will prevail.


Article 8:
                Any disputes arising from this memorandum or in relation thereto will be
settled definitely in accordance with the Arbitration Rules of the International Chamber of
Commerce by one or several arbitrators appointed in accordance with such Rules and holding
their sessions in Paris.
Executed in Paris, on [___] 20__,
In five original copies.




_________________                   _________________________
Hearst                              Marc Ladreit de Lacharrière




_______________                     _________________________
Fimalac Participations              Groupe Marc de Lacharrière




_______________
Silmer

				
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