Agreement with Total re CEPSA

Banco Santander Central Hispano SA
02 August 2006


Pursuant to the provisions of article 82 of the Securities Market Act 24/1988,
dated 28th July, Elf Aquitaine and Banco Santander Central Hispano, S.A. hereby
notify to the Spanish National Securities Market Commission the following


                                 MATERIAL FACT


In compliance with the partial Arbitral Decision rendered on 24th March 2006 in
the arbitral proceedings between Elf Aquitaine and Odival, S.A. (jointly, ELF),
and Banco Santander Central Hispano, S.A. and Riyal, S.A. (jointly, BS)(1), the
parties have today reached an agreement whereby:
     
a)   ELF has recovered its indirect stake in Compania Espanola de Petroleos, 
     S.A: (CEPSA), which it had maintained to date through Somaen Dos, S.L. 
     (Somaen). The return of the CEPSA shares to ELF has taken place through a 
     reduction of capital of Somaen with the amortisation of all ELF's holdings 
     in the latter; and

b)   ELF will acquire from BS 4.35% of the capital of CEPSA at a price of
     approximately 4.54 Euros per share. The execution of this transaction is 
     subject to the obtaining of prior authorisation from the European 
     Commission.

Once the aforementioned operations have been completed, ELF's holding in CEPSA
will be approximately 48.8% of the latter's share capital.

On 7th July 2006, the National Securities Market Commission (CNMV) confirmed to
both parties that the operations described above do not involve the obligation
of launching a take-over bid for the shares of CEPSA.

Additionally, the parties have agreed to terminate all their agreements in force
to date with respect to CEPSA, as well as to render null and void as of today
the precautionary measures contained in the aforementioned partial Arbitral
Decision.

Once the operation referred to in paragraph b) above has been completed, the
parties will finally conclude the arbitral proceedings.

Madrd/Paris, 2nd August 2006.

(1) Notified to the National Securities Market Commission through separate
relevant facts dated 3rd April 2006, numbers 65500 and 65505.



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