AMENDMENT TO SHAREHOLDERS' AGREEMENT



 




Exhibit 10.2



[The following is a free translation of a
French language Amendment to the Shareholders’
Agreement and such translation is for information purposes
only, with no binding or other effect. Only such French language
document governs the matters described herein.]





AMENDMENT TO THE SANOFI-SYNTHELABO
SHAREHOLDERS’ AGREEMENT



By and Between the Undersigned


     
TOTAL S.A., a
société anonyme with a share capital of Euros
6,480,261,540, incorporated under the laws of France, having its
registered office at 2, place de la Coupole, la Défense,
92400 Courbevoie, France and registered with the commercial
registry of Nanterre under the number 542 051 180 and duly
represented for purposes hereof by Mr. Thierry Desmarest
acting in his capacity as président-directeur
général,




(hereafter referred to as
“Total”)



     
ELF AQUITAINE, a
société anonyme with a share capital of Euros
2,225,162,592, incorporated under the laws of France, having its
registered office at 2, place de la Coupole, la Défense,
92400 Courbevoie, France and registered with the commercial
registry of Nanterre under the number 552 120 784 and duly
represented for purposes hereof by Mr. Thierry Desmarest
acting in his capacity as président-directeur
général,




(hereafter referred to as “Elf
Aquitaine”)



     
VALORISATION ET GESTION
FINANCIERE, a société par
actions simplifiée with a share capital of Euros
229,005 incorporated under the laws of France, having its
registered office at 2, place de la Coupole, la Défense,
92400 Courbevoie, France and registered with the commercial
registry of Nanterre under the number 552 120 784 and duly
represented for purposes hereof by Mr. Charles Paris de
Bollardière acting in his capacity as président,




(hereafter referred to as “Valorisation
et Gestion Financière”)




(Total, Elf Aquitaine and Valorisation
et Gestion Financière are hereafter referred to
collectively as “Groupe Total”)




On the one part,



And:


     
L’Oréal, a
société anonyme with a share capital of Euros
135,212,432 incorporated under the laws of France, having its
registered office at 14, rue Royale, 75008 Paris and registered
with the commercial registry of Paris under the number 632 012
100 and duly represented for purposes hereof by Mr. Lindsay
Owen-Jones acting in his capacity as président-directeur
général,




(hereafter referred to as
“L’Oréal”)




On the other part,



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




Recitals:


     
Whereas on
April 9, 1999 Elf Aquitaine, Valorisation et Gestion
Financière and L’Oréal entered into a
shareholders’ agreement (the “Shareholders’
Agreement”) for the purposes of governing their relations
as shareholders of Sanofi-Synthelabo (the “Company”).



     
Whereas, as a result
of the combination of Total Fina and Elf Aquitaine in September
1999 in the context of Total Fina’s public exchange offer
for Elf Aquitaine, followed in September 2000 by a minority
buy-out offer (une offre publique de retrait) for Elf
Aquitaine, as well as internal restructuring transactions that
started in 2000,










 




and some of which are still being implemented at
this time, Elf Aquitaine and Valorisation et Gestion
Financière have become “Subsidiaries” of Total
within the meaning of Article 2.3 of the Shareholders’
Agreement.




     
Whereas, Total, as
the Groupe Total’s ultimate parent company, desires to
become a Party to the Shareholders’ Agreement.



     
Whereas, in
addition, the signatories of this Amendment desired to modify
Article 11 of the Shareholders’ Agreement in order to
fix its term.



     
Whereas, as a
consequence whereof, the Parties agree to enter into the present
Amendment (this “Amendment”), it being understood that
capitalized terms which are not otherwise defined in this
Amendment shall be construed in accordance with the definitions
ascribed to them in the Shareholders’ Agreement.




NOW, THEREFORE, the Parties agree as
follows:



Article 1 – Addition of Total
as a Party to the Shareholders’ Agreement



		
	1.1	
    Pursuant to the terms of this Amendment, and
    commencing on the date of signature hereof, Total is added to
    the Shareholders’ Agreement as a Party.
    
	 
	1.2	
    The initial Parties to the Shareholders’
    Agreement acknowledge and accept the addition of Total as a
    Party to the Shareholders’ Agreement.
    
	 
	1.3	
    As a consequence of the addition of Total as a
    Party to the Shareholders’ Agreement and in accordance with
    Article 2.3 thereof:
    





			
	 	a) 	
    Each of Elf Aquitaine and Valorisation et Gestion
    Financiere, in its capacity as a Subsidiary of Total within the
    meaning of Article 2.3 of the Shareholders’ Agreement,
    confirms, to the extent necessary, and each with respect to
    itself, its intent to be bound by all the provisions of the
    Shareholders’ Agreement and, consequently, each remains
    individually a Party to the Shareholders’ Agreement;
    
	 
	 	b) 	
    Total guarantees that Elf Aquitaine and
    Valorisation et Gestion Financiere will respect the provisions
    of the Shareholders’ Agreement; and
    
	 
	 	c) 	
    Total undertakes to repurchase the respective
    Covered Securities (Titres Pactés) in the event that
    its participation in Elf Aquitaine and/or Valorisation et
    Gestion Financière falls below 95% of the share capital of
    such companies.
    





		
	1.4	
    It is understood that all the Shares held by the
    Groupe Total as of the date of this Amendment are Free
    Securities (Titres Libres) and will remain such for
    purposes of the Shareholders’ Agreement, except those
    Shares which are considered Covered Securities (Titres
    Pactés), as defined under Article 1.2 of the
    Shareholders’ Agreement.
    





Article 2 – Continued
Effectiveness of the Terms of the Shareholders’
Agreement


     
Subject to the provisions of Articles 1 and
3 of the Amendment, the entire Agreement (including its annexes)
shall remain in full force and effect and will continue to apply
after the date of this Amendment, it being understood that the
term “Groupe Elf Aquitaine” in the Shareholders’
Agreement shall be replaced by the term “Groupe Total”
as defined in the preamble to this Amendment.



     
Further, from and after the date of this
Amendment, the Parties agree to replace the term “Elf
Aquitaine” by the term “Total” in
Section 11.3 of Article 11 of the Shareholders’
Agreement.




Article 3 – Effectiveness;
Duration; Renewal


     
From and after the date of this Amendment, the
Parties hereby agree to modify Section 11.2 of
Article 11 of the Shareholders’ Agreement in the
following manner:




			
	 	11.2 	
    The Shareholders’ Agreement shall
    terminate on December 2, 2004. 

     

     Each Party undertakes for a period of three (3) years
    commencing on the termination of the




2








 


		
		
    Agreement to inform the other Party of any
    plan regarding the Transfer of Shares of the Company in an
    amount of 1% or more of the share capital of the Company, at
    least two (2) months before the closing of the planned
    transfer.





Article 4 – Total’s
Admission to the Concert and Publication of the
Amendment



		
	4.1	
    As a result of its addition as a Party to the
    Shareholders’ Agreement, Total states it shall act “in
    concert” with Elf Aquitaine, Valorisation et Gestion
    Financière and L’Oréal with respect to the
    Company within the meaning of Article L.233-10 of the
    Commercial Code (Code de commerce).
    
	 
	4.2	
    The Parties agree to jointly present this
    Amendment to the Conseil des marchés financiers, or
    its successor, the Autorité des marchés
    financiers, in accordance with Article L.233-11 of the
    Commercial Code (Code de commerce), within five
    (5) trading days of the date of this Amendment, which will
    correspond to its date of entry into effect.
    
	 
	4.3	
    The Parties declare that they shall no longer act
    “in concert” with respect to the Company from and
    after the termination of the Shareholders’ Agreement, that
    is December 2, 2004.
    





Article 5 – Governing Law and
Jurisdiction



		
	5.1	
    This Amendment shall be governed by and construed
    in accordance with the laws of France.
    
	 
	5.2	
    Any dispute arising out of this Amendment shall
    be referred to and finally determined by arbitration under the
    same terms set forth in Article 16 of the
    Shareholders’ Agreement.
    





Made in Paris, on November 24th, 2003




In four (4) original copies,




	 	 	 
	
    
    /s/ Thierry Desmarest
    

    	 	
    /s/ Lindsay Owen-Jones
    
	
	 	

	
    
    TOTAL

    	 	
    L’ORÉAL
	
    Thierry Desmarest

    

    /s/ Thierry Desmarest
    	 	
    Lindsay Owen-Jones

    

    /s/ Charles Paris de Bollardière
    
	
	 	

	
    ELF AQUITAINE

    Thierry Desmarest	 	
    VALORISATION ET GESTION FINANCIÈRE

    Charles Paris de Bollardière




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