Re Agreement

Total S.A.
24 November 2003

  France: Total and Gaz de France Separate Their Cross-Shareholdings in GSO and
      CFM and Total to Acquire an Interest In the Fos Cavaou LNG Terminal

Paris, November 24, 2003 - Total and Gaz de France have signed a 'protocol of
intent' to separate their cross-shareholdings in Gaz du Sud-Ouest (GSO) and
Compagnie Francaise du Methane (CFM), their jointly-owned gas transmission and
supply subsidiaries in France.

With this protocol, Total would thus become the sole shareholder in GSO while
Gaz de France would thus become the sole shareholder of CFM. Furthermore, Total
would directly acquire a part of CFM's trading operations. The Group is pursuing
its strategy of becoming a top-tier supplier of gas to industrial and commercial
customers in France, a market in which it will thus have a market share of
around 11% once restructuring has been completed.

Gaz de France currently holds a 30% interest in GSO and Total 45% in CFM.

This protocol reflects Total and Gaz de France's shared commitment to adapting
to the structural changes in the French gas market. From July 1, 2004, the
industrial and non-residential markets will be open to competition. As of this
date currently integrated gas utilities will unbundle their transmission and
trading operations. From July 1, 2007 the market will be fully open for
residential customers and liberalization will be achieved.

In addition, the same protocol will permit Total to acquire a one-third interest
in the Fos Cavaou regasification terminal project in southern France. The
liquefied natural gas receiving terminal is scheduled for commissioning in 2007.
It will have an initial capacity of 8.25 billion cubic meters, which could
subsequently be expanded.

'We have significant natural gas reserves, notably in the Middle East and West
Africa, that are geographically well positioned to supply the French market,'
says Yves-Louis Darricarrere, President Gas and Power at Total. 'This market is
a priority target. Total's interest in the Fos Cavaou terminal, which will be a
new supply point for this market, is a key step in achieving our goals.'

Implementation of the protocol remains subject to scrutiny by the competent
authorities and other bodies.





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