PROTOCOL OF AGREEMENT



 




Exhibit 10.3



[The following is a free translation of a
French language Protocole
D’Accord and such
translation is




for information purposes only, with no
binding or other effect. Only such French language




document governs the matters described
herein.]




PROTOCOL OF AGREEMENT



Among the Undersigned:


     
TOTAL S.A., a
société anonyme with share capital of
6,871,905,100 euros, registered with the Registre du Commerce
et des Sociétés of Nanterre under number 542 051
180, having its headquarters at 2, place de la Coupole, La
Défense, 92400 Courbevoie, and represented by
Mr. Thierry Desmarest, in his capacity as Chairman and
Chief Executive Officer,




(hereafter “TOTAL”),



     
ELF AQUITAINE, a
société anonyme with share capital of
2,225,162,592 euros, registered with the Registre du Commerce
et des Sociétés of Nanterre under number 552 120
784, having its headquarters at 2, place de la Coupole, La
Défense, 92400 Courbevoie, and represented by
Mr. Thierry Desmarest, in his capacity as Chairman and
Chief Executive Officer,




(hereafter “ELF AQUITAINE”),



     
VALORISATION ET GESTION
FINANCIÈRE, a
société par actions simplifiée with share
capital of 229,005 euros, registered with the Registre du
Commerce et des Sociétés of Nanterre under number
338 836 348, having its headquarters at 2, place de la Coupole,
La Défense, 92400 Courbevoie, and represented by
Mr. Robert Castaigne, duly authorized to execute the
present protocol,




(hereafter “Valorisation et Gestion
Financière”)




(TOTAL, ELF AQUITAINE and VALORISATION ET
GESTION FINANCIERE,




hereafter referred to together as “GROUPE
TOTAL”),





ON ONE HAND,



And:


     
L’OREAL, a
société anonyme with a share capital of
135,212,432 euros, registered with the Registre du Commerce
et des Sociétés of Paris under number 632 012 100,
having its headquarters at 14, rue Royale, 75008 Paris, and
represented by Mr. Lindsay Owen-Jones, in his capacity as
Chairman and Chief Executive Officer




(hereafter “L’OREAL”),




ON THE OTHER HAND,


     
(hereafter individually referred to as a
“Party” and collectively referred to as the
“Parties”)




After Having First Set Forth the
Following:


     
ELF AQUITAINE, VALORISATION ET GESTION
FINANCIÈRE and L’OREAL entered into a
Shareholders’ Agreement on April 9, 1999 (the
“Shareholders’ Agreement”), the object of
which is to organize their relations as shareholders of the
company SANOFI-SYNTHÉLABO (the “Company”)
and pursuant to the terms of which they expressly set forth
their intention to act in concert within the meaning of
article L. 233-11 of the French Code de commerce. By
amendment thereto, dated November 24, 2003, TOTAL adhered
to the Shareholders’ Agreement.



     
During the meeting of the Company’s Board of
Directors which took place on January 25, 2004, the Parties
requested an adjournment of such meeting pursuant to the caucus
clause stipulated in article 6 of the Shareholders’
Agreement so as to further discuss the proposed unsolicited
public tender offer that the Company contemplated initiating
with respect to the company AVENTIS on the terms and conditions
set forth in the draft











 




note d’information
and Registration Statement on
Form F-4 to be filed respectively with the French and U.S.
market regulators and copies of which are attached hereto in
Annex (the “Proposed Offer”).




     
Upon their discussion, the Parties determined
that completion of the Proposed Offer would dilute their
respective holdings in the capital of the Company and may
prohibit either of the Parties from continuing the consolidation
in its financial statements of its participation in the Company.



     
Accordingly and in accordance with the dilution
clause stipulated in article 7 of the Shareholders’
Agreement, the Parties determined among themselves to enter into
this protocol of agreement with the object of establishing their
common position in favor of the Proposed Offer (this
“Agreement”), it being understood that
capitalized terms used but not defined herein shall have the
meaning ascribed thereto in the Shareholders’ Agreement.




It Has Been Agreed as Follows:



Article 1 – Parties’
Unanimous Agreement in Favor of the Proposed Offer


     
1.1       After
discussion, the Parties declare themselves unanimously in favor
of the Proposed Offer on the terms and conditions as brought to
their knowledge.



     
1.2       As a
result of their agreement in favor of the Proposed Offer and
solely with a view to the completion thereof:




		
	 	     
    (a) the Parties waive their right to effect
    the procedure set forth in Annex 2 to the
    Shareholders’ Agreement;
    
	 
	 	     
    (b) each Party waives its right against each
    other Party pursuant to the stipulations set forth in
    Annex 2 to the Shareholders’ Agreement; and
    
	 
	 	     
    (c) each of the Parties undertakes not to
    invoke the consequences of the completion of the Proposed Offer
    on such Party’s accounting treatment of its participation
    in the Company to oppose the Proposed Offer or to request an
    amendment to the terms or conditions thereof.
    





Article 2 –
Confidentiality


     
The Parties undertake to maintain strictly
confidential the existence and contents of the Proposed Offer
and of the Agreement until the Company has made the Proposed
Offer public.




Article 3 – Termination of this
Agreement


     
This Agreement shall be terminated automatically
and without further action in case of termination of or upon
term of the Shareholders’ Agreement.




Article 4 – Governing Law and
Jurisdiction


     
4.1       This
Agreement is governed by the laws of France.



     
4.2       Any
dispute arising from its validity, interpretation and/or
implementation shall be settled definitely by way of arbitration
according to the provisions set forth in article 16 of the
Shareholders’ Agreement.




Entered into in Paris, January 25, 2004




In four (4) original copies,




	 	 	 
	
    
    /s/ Thierry Desmarest
    

    	 	
    /s/ Lindsay Owen-Jones
    
	
	 	

	
    
    TOTAL

    	 	
    L’OREAL
	
    Thierry Desmarest

    

    /s/ Thierry Desmarest
    	 	
    Lindsay Owen-Jones

    

    /s/ Robert Castaigne
    
	
	 	

	
    ELF AQUITAINE

    Thierry Desmarest	 	
    VALORISATION ET GESTION FINANCIÈRE

    Robert Castaigne




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