EXHIBIT 10.8

      [The following is a free translation of a French language Amendment N° 2 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 N° 2 TO THE SANOFI-SYNTHELABO SHAREHOLDERS’ AGREEMENT

BY AND BETWEEN THE UNDERSIGNED:

      TOTAL S.A., a société anonyme with a share capital of Euros 6,525,530,660, 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 represented 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 2,230,762,888, 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 represented 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 229,000 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 388 836 348 and represented by Mr. Robert Castaigne, duly authorized for the purposes hereof,

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

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

Of the one part,

AND:

      L’OREAL, 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 represented by Mr. Lindsay Owen-Jones acting in his capacity as Président-directeur général,

(hereafter referred to as “L’Oréal”)

Of the other part,

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

WHEREAS:

      Elf Aquitaine, Valorisation et Gestion Financiére and L’Oréal entered into a shareholders’ agreement (the “Shareholders’ Agreement”) on April 9, 1999 for the purposes of governing their relations as shareholders of Sanofi-Aventis (formerly known as Sanofi-Synthelabo), a société anonyme with a share capital of Euros 2,748,900,914, incorporated under the laws of France, having its registered office at 174, avenue de France, Paris, 75013, France and registered with the commercial registry of Paris under the number 395 030 844 (the “Company”) and pursuant to which they had expressly declared to act in concert within the meaning of article L. 233-11 of the French Code de commerce. By an amendment dated November 24, 2003 (“Amendment N° 1”), Total has entered into the Shareholders’ Agreement and the Parties have agreed that the Shareholders’

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Agreement shall terminate on December 2, 2004. The principal terms of Amendment N° 1 were published by the French Autorité des marchés financiers on November 28, 2003 under the number 203C2012.

      In the context of the public offer for Aventis shares initiated by the Company (the “Initial Offer”) and in application of the concertation and dilution clauses in Articles 6 and 7 of the Shareholders’ Agreement, the Parties entered into an agreement on January 25, 2004 pursuant to which they declared themselves favorable to the proposed Initial Offer and waived their right to take advantage of the provisions of Annex 2 of the Shareholders’ Agreement. The principal terms of this agreement were published by the Autorité des marchés financiers on February 6, 2004 under the number 204C0196.

      At the time of the increased offer on the Initial Offer that the Company made on Aventis (the “Increased Offer” and, collectively with the Initial Offer, the “Offer”), the parties entered into a second agreement on April 24, 2004 pursuant to which they declared themselves favorable to the proposed Increased Offer and waived their right to take advantage of the provisions of Annex 2 of the Shareholders’ Agreement. The principal terms of this second agreement were published by the Autorité des marchés financiers on May 5, 2004 under the number 204C0583.

      Given the notice of the positive result of the Offer published on August 12, 2004, the Parties have wished to reorganize their relations as shareholders of the Company.

      The Parties reiterate in this respect that, until termination of the Shareholders’ Agreement as provided for in Amendment N° 1, that is December 2, 2004, they act and will continue to act in concert in accordance with article L. 233-11 of the French Code de commerce in view of exercising a joint policy vis-á-vis the Company.

      Accordingly, the Parties agree to enter into this amendment to the Shareholders’ Agreement (“Amendment N° 2”).

NOW, THEREFORE, the Parties agree as follows:

Article 1 — Definitions

      The Parties hereby agree to modify Article 1.2 of the Shareholders’ Agreement in the following manner:

“1.2 For the purposes of this Shareholders’ Agreement, “Covered Securities” are understood to mean (A) a number of Company Securities held by L’OREAL equal, at the date of this Amendment N° 2 to 142,235,088 shares, and the Securities that L’OREAL could hold following subsequent acquisitions, subscriptions or allocations resulting from the Securities referred to hereinabove, and (B) a number of Company Securities held by Groupe TOTAL equal, at the date of Amendment N° 2, to 142,235,088 shares, and the Securities that Groupe TOTAL could hold following subsequent acquisitions, subscriptions or allocations resulting from the Securities referred to hereinabove.”

Article 2 — Composition of the Board of directors

      The Parties hereby agree to modify Article 5 of the Shareholders — Agreement in the following manner:

“5.1 The Parties take note (i) of the agreement entered into on April 25, 2004 between SANOFI-SYNTHELABO, on the one hand, and AVENTIS, on the other hand (the “Agreement”) within the context of the public offer initiated by SANOFI-SYNTHELABO on AVENTIS (the “Offer”) pursuant to which it was decided that in the event of success of the Offer, the Company’s board of directors would be composed of seventeen (17) members including Mr. Jean-François Dehecq as Président-Directeur Général of the Company, eight (8) members nominated by the supervisory board of AVENTIS (the “Aventis Directors”), and eight (8) members nominated by the board of directors of SANOFI-SYNTHELABO (the “Sanofi Directors”) and (ii) of resolutions N° 18 to 35 passed for this purpose by the Company’s extraordinary and ordinary shareholders’ meeting held on June 23, 2004.

Accordingly, the Parties undertake to see to it that the Sanofi Directors shall be distributed according to the terms and conditions provided for in the following paragraphs:

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a)	three (3) directors chosen from among the candidates proposed by Groupe TOTAL (the “Total Directors”);
b)	two (2) directors chosen from among the candidates proposed by L’OREAL (the “L’Oréal Directors”);
c)	three (3) directors chosen through mutual agreement by Groupe TOTAL and L’OREAL from among candidates independent to Groupe TOTAL and to L’OREAL.

5.2 For the duration of this Shareholders’ Agreement, in the event of resignation or inability of a Sanofi Director, he shall be replaced as soon as possible according to the same mode of appointment which was used for the said director that is resigning or is unable to serve.

Article 3 — Coming into effect of Amendment

      Amendment N° 2 shall become effective as from the date of its signing.

Article 4 — Interpretation

4.1	All of the other provisions of the Shareholders’ Agreement remain unchanged.
4.2	The capitalized terms and expressions which are not otherwise defined in this Amendment N° 2 shall be construed in accordance with the definitions ascribed to them in the Shareholders’ Agreement.

Article 5 — Governing Law and Jurisdiction

5.1	This Amendment N° 2 shall be governed by and construed in accordance with French law.
5.2	Any dispute arising out of the validity of this Amendment N° 2, its interpretation and/or performance shall be referred to and finally determined by arbitration under the same terms as those set forth in Article 16 of the Shareholders’ Agreement.

Signed in Paris, France, on August 30, 2004

In four (4) original copies,

/s/ THIERRY DESMAREST	/s/ LINDSAY OWEN-JONES
TOTAL	L’ORÉAL
Thierry Desmarest	Lindsay Owen-Jones
/s/ THIERRY DESMAREST	/s/ ROBERT CASTAIGNE
ELF ACQUITANE	VALORISATION ET GESTION FINANCIÉRE
Thierry Desmarest	Robert Castaigne, duly authorized

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