Decree of February 2, 1994 stipulating the modalities for the privatization of Société nationale Elf-Aquitaine

The transfer of ownership of Société nationale Elf-Aquitaine to the private sector shall be effected through the assignment of 89,085,918 shares of the company held by E.R.A.P., in accordance with the modalities set forth in Articles 2 to 5 and 7 hereinafter. This number may be increased by a maximum number of 3,018,866 shares, in accordance with the modalities referred to in Article 6.

33,207,530 shares shall be transferred through a public offer for sale procedure at the price of FF 385.

Within the limit of available securities, the requests from natural persons of French nationality or residents shall be fully satisfied

up to 30 shares, regardless of the method of payment used;

up to 30 shares paid by the surrender of State loan bonds 6 p. 100 July 1997, under the priority provided for in Article 9, paragraph 5, of the aforementioned Amending Finance Law for 1993.

These two priorities are cumulative.

If necessary, requests may be reduced under the conditions provided for by the aforementioned amended Decree No. 93-70 of January 19, 1993.

The persons mentioned in the second paragraph of this Article shall benefit from one free share for every ten shares acquired directly from the E.R.A.P. on the occasion of this offer, provided that the counter-value of the latter does not exceed FF 30,000, and on condition that they have been held for at least eighteen months.

Natural persons holding the status of a national of a Member State of the European Community or of another State party to the Agreement on the European Economic Area shall have access to these offers under the same conditions.

Where the holder of an account holds, under the conditions provided for above, a number of shares or fraction of shares not corresponding to a multiple of ten, the free shares or fraction of shares corresponding to the rights to allocation forming odd lots shall be sold on the stock exchange and the sums resulting from this sale shall be paid into that account proportionally to the number of odd lots held.

6,708,592 shares are reserved for subscription by employees, exclusive agents and former employees of Société nationale Elf-Aquitaine and its subsidiaries referred to in Article 11 of the amended above-mentioned Act No. 86-912 of August 6, 1986.

The shares thus reserved shall be transferred at the price of the public offer for sale or with a discount of 20 per cent on that price, namely at the price of 308 F per share. Shares acquired with a 20 per cent discount may not be transferred for two years.

For shares acquired at the price of the public offer for sale, payment shall be made in cash.

For shares acquired with a 20 per cent discount, payment shall be made

1° Either by payment of an installment (acompte) of 50 per cent of the price upon acquisition and by payment of the balance at the expiration of one year;

2° Or by payment of an installment (acompte) of 50 per cent of the price upon acquisition and by payment of the balance at the expiration of nine months. One share shall be granted free of charge to the persons referred to in this Article who have acquired their shares during this offer with a 20 per cent discount and who have benefited from payment deferrals of one year, for every share acquired for the first twelve shares acquired directly from E.R.A.P., and one share for every four shares purchased, starting from the thirteenth share. Persons who have acquired their shares at the price of the public offer for sale shall receive one share for every five shares acquired directly from E.R.A.P.

The grants referred to in the preceding paragraph shall be carried out within the limit of the whole number of shares corresponding to an amount equal to half of the monthly social security ceiling, namely 6,340 F, provided that the acquired shares have been held for at least one year starting from the date on which they became both transferable and fully paid up.

When a person has acquired a number of shares or fractional shares not entitling them to a whole number of bonus shares (actions gratuites), the bonus shares or fractional bonus shares corresponding to the rights of grant forming fractions (rompus) shall be sold on the stock exchange and the sums resulting from this sale shall be paid to them proportionally to the number of fractions held.

The calculation of the number of bonus shares that each person may benefit from within the limit of the ceiling indicated above shall be carried out based on the acquisition price of the securities, taking into account first, if applicable, the shares acquired at the price of the public offer for sale.

27,169,796 shares shall be transferred in connection with a placement, in France and on the international financial market, guaranteed by a banking syndicate.

The transfer price of the shares transferred in connection with the placement referred to in this article shall be made public subsequently by decree; it shall be at least equal to the price of the public offering.

A maximum levy of 5,433,959 shares may be carried out for the benefit of the public offering for sale on the transfer mentioned in Article 4.

The number of shares transferred in connection with the placement referred to in Article 4 may be increased by a maximum of 2,716,980 shares, through the exercise of a call option granted by E.R.A.P. to the banking syndicate. In that case, the number of shares referred to in Article 3 shall be increased by one-ninth of the increase in the number of securities in the placement referred to in Article 4.

22,000,000 shares shall be transferred by private agreement (gré à gré), pursuant to the second paragraph of Article 4 of the aforementioned amended Act of 6 August 1986 and Article 1 (2°) of the aforementioned Decree of 3 September 1993, to the investors listed in the Annex to this Order.

These shares shall be transferred at a unit price equal to 102 percent of the price of the shares referred to in Article 4, provided that the price cannot be

neither lower than 104 percent of the price of the public offering for sale, i.e., F 400.4;

nor higher than 120 percent of the price of the public offering for sale, i.e., F 462.

The exchange of E.R.A.P.-Elf petroleum certificates for ordinary Elf Aquitaine shares shall be carried out by a public exchange offer at the rate of one share for one petroleum certificate plus a cash sum of 40 F.

This Decree shall be published in the Official Gazette of the French Republic.

Axa: 2,475,000 shares.

Banque nationale de Paris: 3,600,000 shares.

Caisse nationale de crédit agricole: 1,250,000 shares.

Compagnie nationale à portefeuille: 1,250,000 shares.

Compagnie financière de Paribas: 2,475,000 shares.

Société financière pour l'expansion de l'industrie: 2,500,000 shares.

Société générale de Belgique: 3,600,000 shares.

Union des assurances de Paris

Union des assurances de Paris-IARD: 1,080,000 shares.

Union des assurances de Paris-Vie: 2,520,000 shares.

Union des banques suisses: 1,250,000 shares.