SC 14D9

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

AVENTIS
(Name of Subject Company)

AVENTIS
(Name of Person Filing Statement)

Ordinary Shares, nominal value 3.82 Euros per Ordinary Share
American Depositary Shares, each representing one Ordinary Share
(Title of Class of Securities)

053561106
(CUSIP Number of Class of Securities)

Patrick Langlois
Chief Financial Officer
67917 Strasbourg CEDEX 9
FRANCE
(011) (33) 3 88 99 11 00
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person filing statement)

Copies to:

Richard A. Pollack
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000 George J. Sampas
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
(011) (4420) 7959-8900

o Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

TABLE OF CONTENTS

		Page
ITEM 1.	SUBJECT COMPANY INFORMATION	1
ITEM 2.	IDENTITY AND BACKGROUND OF FILING PERSON	1
ITEM 3.	PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS	2
ITEM 4.	THE SOLICITATION OR RECOMMENDATION	13
ITEM 5.	PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED	35
ITEM 6.	INTEREST IN SECURITIES OF THE SUBJECT COMPANY	35
ITEM 7.	PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS	35
ITEM 8.	ADDITIONAL INFORMATION TO BE FURNISHED	38
ITEM 9.	EXHIBITS	41

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INTRODUCTION

        This statement relates to the hostile exchange offer (the "Offer") by Sanofi-Synthélabo S.A. ("Sanofi") pursuant to which Sanofi has offered to exchange (i) 0.8333 of a newly-issued Sanofi ordinary share, nominal value €2 per share, and €11.50 in cash, without interest, for each outstanding ordinary share of Aventis, a French société anonyme ("Aventis"), nominal value €3.82 per Ordinary Share (each, an "Ordinary Share") and (ii) 1.6667 newly-issued Sanofi American depositary shares (each Sanofi American depositary share representing one-half of one Sanofi ordinary share), and an amount in U.S. dollars equal to €11.50, in cash, without interest, for each outstanding American depositary share of Aventis, each representing one Ordinary Share (each, an "ADS"). The Offer includes a mix and match election that allows holders of Ordinary Shares and ADSs to elect to receive, in lieu of the mix of Sanofi shares and cash described above, either (a) 1.0294 newly-issued Sanofi ordinary shares in exchange for each Ordinary Share or 2.0588 newly-issued Sanofi American depositary shares in exchange for each ADS or (b) €60.43 in cash, without interest, in exchange for each Ordinary Share or an amount in U.S. dollars equal to €60.43 in cash, without interest, in exchange for each ADS. Sanofi has indicated that the mix and match elections are subject to proration and allocation adjustments that will ensure that, in the aggregate, 81.0% of Ordinary Shares tendered (including Ordinary Shares underlying ADSs) will be exchanged for Sanofi ordinary shares (including Sanofi ordinary shares underlying Sanofi American depositary shares). As of January 26, 2004, the day of the announcement of the Offer, the value of the consideration offered by Sanofi per each Ordinary Share pursuant to the Offer represented a premium of 3.6% over the closing price per Ordinary Share on the Premier Marché of Euronext Paris on January 23, 2004, the last trading day prior to the announcement of the Offer. As of April 15, 2004, the value of the consideration offered by Sanofi per each Ordinary Share represented a discount of 10.1% to the closing price per Ordinary Share on the Premier Marché of Euronext Paris.

ITEM 1. SUBJECT COMPANY INFORMATION.

(a)

The name of the subject company is Aventis. The address and telephone number of the principal executive offices of Aventis is 67917 Strasbourg CEDEX 9, France, (011) (33) 3 88 99 11 00.

(b)

This statement is filed in respect of Aventis' Ordinary Shares and ADSs. As of April 15, 2004, there were 778,616,411 Ordinary Shares outstanding and 38,727,260 ADSs outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

(a)

Aventis' name, business address and business telephone number are set forth in Item 1 above, which information is incorporated herein by reference. Aventis is the subject company and the person filing this statement. Aventis' website address is www.aventis.com. The information on Aventis' website is not a part of this statement.

(b)

This statement relates to the Offer by Sanofi as set forth under "Introduction" above, which information is incorporated herein by reference.

(c)

The Offer is on the terms and subject to the conditions set forth in a Tender Offer Statement on Schedule TO, dated April 12, 2004, filed by Sanofi with the U.S. Securities and Exchange Commission (the "SEC"). According to Sanofi's Prospectus dated April 9, 2004, the Offer will expire at 5:00 p.m. on May 28, 2004, unless Sanofi extends the Offer or unless the Offer is withdrawn. In addition to the Offer in the United States, Sanofi has announced that it will offer to acquire all outstanding Ordinary Shares on terms that Sanofi states are substantially the same as the Offer terms through two other offers:

•

a French offer open to holders of Ordinary Shares located in France and holders of Ordinary Shares located outside of France, Germany and the United States, if, pursuant to local laws and

1

regulations applicable to those holders, they are permitted to participate in such French offer; and

•

a German offer open to holders of Ordinary Shares located in Germany.

        The French offer opened on February 17, 2004. The German offer opened on March 15, 2004.

        The Schedule TO states that the address of Sanofi's principal executive offices is 174 avenue de France, 75013 Paris, France. Sanofi's telephone number at such location is (011) (33) 1 53 77 44 00.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

        Except as described in this statement, to the knowledge of Aventis there are no material agreements, arrangements, or understandings, or any actual or potential conflicts of interest between Aventis or its affiliates and (1) Aventis, its executive officers, directors or affiliates or (2) Sanofi or any of its executive officers, directors or affiliates.

(a) Executive Officers, Directors or Affiliates of Aventis

        If the directors and executive officers of Aventis who own Ordinary Shares were to exchange their Ordinary Shares in the Offer, they would receive the same consideration for their Ordinary Shares as the other shareholders that accept the Offer. As of March 31, 2004, the directors and executive officers of Aventis beneficially owned, in the aggregate, 73,313 Ordinary Shares. If the directors and executive officers of Aventis were to exchange all of their Ordinary Shares in the Offer and the Offer were consummated, they would receive an aggregate of 61,091 shares of Sanofi common stock and an amount equal to approximately €843,100 in cash. The following chart sets forth individual ownership of Aventis stock as well as of outstanding stock options:

Name	Number of Ordinary Shares Held	Number of Options Exercisable (1)	Number of Options Not Exercisable	Weighted Average Exercise Price
Members of the Management Board
Igor Landau	10,403	600,000	810,000	62.21
Patrick Langlois	22,107	498,750	410,000	58.40
Richard Markham	300	250,000	440,000	69.31
Frank Douglas	400	178,224	220,000	66.52
Heinz-Werner Meier	130	61,666	125,200	64.04
Thierry Soursac	425	235,000	220,000	64.22
Dirk Oldenburg	271	61,940	125,200	64.13
Members of the Supervisory Board
Jürgen Dormann	5,840	700,000	850,000	78.67
Jean-René Fourtou	6,199	1,250,000	850,000	68.40
Joachim Betz	118	600	2,400	67.02
Werner Bischoff	200
Jean-Marc Bruel	6,478	5,000		37.75
Alain Dorbais	10
Martin Frühauf	542
Serge Kampf	2,100
Hubert Markl	100
Günter Metz	2,026
Christian Neveu	43
Didier Pineau-Valencienne	12,800
Seham Razzouqi	200
Michel Renault	100
Hans-Jürgen Schinzler	1
Marc Viénot	2,520

(1)

For French residents, even though the options are exercisable three years from the date of grant, shares purchased through exercise cannot be sold until constraints, imposed by the Option Plans in accordance with French tax regulations, lapse.

2

        As of December 31, 2003, there were a total of 57,892,111 options to subscribe or purchase Ordinary Shares pursuant to the Option Plans, 7,893,980 of which were held by directors and executive officers of Aventis. 26,367,036 of the options were exercisable as of December 31, 2003 with an aggregate weighted average exercise price of €58.15. 3,841,180 of the options held by directors and executive officers of Aventis were exercisable as of December 31, 2003 with an aggregate weighted average exercise price of €64.42.

Employee Representatives on the Supervisory Board

        Pursuant to a resolution submitted to the shareholders' meeting of May 21, 2001 by the management board of Aventis (the "Management Board") after negotiations with Aventis' unions, four representatives of the employees' interests (Mr. Joachim Betz, Mr. Werner Bischoff, Mr. Alain Dorbais and Mr. Christian Neveu) were appointed as members of the supervisory board of Aventis (the "Supervisory Board"). These four representatives, two of whom represent French and two of whom represent German unions, have the same rights and duties as the other 12 members of the Supervisory Board.

Employee Savings and Stock Purchase Plans

        Management Board and Supervisory Board members do not generally participate in the employee stock purchase and savings plans.

        However, five members of the Management Board participated in the Aventis Horizon 2000 Stock Purchase Plan before their appointment to the board and currently own in the aggregate 6,185 Ordinary Shares in addition to the shares described in the chart above. In addition, three of the representatives of the employee's interests of the Supervisory Board participate in the Aventis Horizon 2000, Horizon 2002 and Horizon 2003 stock purchase plans, and, besides the shares described in the chart above, currently own in the aggregate 2,496 Ordinary Shares and 545 call warrants.

        There are two purchase price formulas for each Aventis Horizon plan: the classic formula and the leverage formula. The classic formula provides participants with the ability to purchase Ordinary Shares at a 15% discount to the market price. In the U.S. the leverage formula provides participants with the ability to purchase one or more options to acquire Ordinary Shares, in multiples of 10 Ordinary Shares, for the price of one Ordinary Share. The preferred price of the shares subject to the option is at a 15% discount to the market price. An investment bank finances, through a promissory note signed by Aventis on the participant's behalf, the purchase of 90% of the shares subject to the option. The nonrecourse loan is secured by 100% of the shares subject to the option until the end of the holding period. The promissory note is repaid by surrendering dividends paid on the Ordinary Shares during the holding period and by turning over most or all of the additional shares to the investment bank at the end of the holding period. In Germany, the leverage plan provides participants with the ability to purchase 10 Ordinary Shares with call warrants. The participant pays for 85% of one of the Ordinary Shares and the remaining amount is paid through a bank arrangement providing for financing. However, pursuant to the Aventis Horizon 2000 plan leverage formula in Germany, participants purchased Ordinary Shares at a 15% discount to the market price and received stock appreciation rights on those shares. In France, the leverage formula provides participants with the ability to purchase 10 Ordinary Shares at a 15% discount to the market price, where the participant pays for one of the shares and the remainder are purchased through a bank arrangement providing for financing. In the U.S., Germany and France the exact number of shares received by the participant pursuant to the leverage formula is determined by a formula that yields a percentage of Ordinary Shares (to a maximum of five Ordinary Shares) according to an increase in the fair market value of the Ordinary Shares at the end of the holding period. The shares and/or options must be held by the employee for five years.

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Option Plans

        Members of the Management Board hold options pursuant to multiple annual award grants (the "Option Plans").

Terms of the Option Plans

        The terms of the Option Plans are summarized below (only the French versions of the Option Plans are binding).

        The Option Plans provide generally that options become vested and thus exercisable three years from the date of grant. In order to exercise the options, the option holder must be actively employed as a salaried employee or as a director or officer with Aventis or one of the Companies of the Aventis Group on the date of the exercise, unless otherwise determined by the Management Board in exceptional cases. "Companies of the Aventis Group" means "any company or group of economic interests where at least 10% of the capital or voting rights is held directly or indirectly by Aventis, on the date of exercise."

        Except as set forth below, upon (i) resignation, (ii) termination of employment at the employer's initiative (except for serious professional misconduct), (iii) expiration of a limited duration work contract or (iv) revocation of officer or director status (except for serious professional misconduct), vested options continue to remain exercisable for a maximum period of six months from the effective date of resignation or termination, the date of expiration of the work contract or the date of the revocation of officer or director status. Options that are not exercisable on the date of departure, termination or revocation of officer or director status are forfeited.

        Notwithstanding the foregoing, in case of termination of employment resulting from a "plan social" (a restructuring formally approved by the Management Board), except for serious professional misconduct, the options remain exercisable for a period of 12 months from the effective date of the option holder's termination or from the vesting date of the options, which ever date is later.

        The options can be exercised under the same conditions as if the option holder were still a salaried employee, director or officer of Aventis, in case of (i) disability; (ii) at or after age 55 retiring at the employer's initiative or taking early retirement at the employer's initiative; (iii) retiring at or after age 55 (for options granted starting in November 2001 retiring at or after age 55 with at least 10 years of seniority); (iv) lay-off, redundancy or other termination at the employer's initiative (except for serious professional misconduct) at or after age 55; (v) revocation or early termination of director or officer status (except for serious professional misconduct) at or after age 55; or (vi) transfer to a company where Aventis does not hold, directly or indirectly, at least 10% of the capital or voting rights or ceases to hold 10% as a result of a share issuance.

        If the option holder is dismissed for serious professional misconduct, all unvested options are cancelled on the date of notification of the option holder's dismissal.

Change of Control

        The terms of the Option Plans relating to Change of Control (This is a translation of the French text, however, only the French terms are binding) provide:

        In the case of a ‘Change of Control‘:

1.

The Company will do its best efforts to ensure sufficient liquidity allowing the options to be exercised under normal conditions.



2.

If the Aventis shares ceased to be quoted on a regulated market, the company responsible for the ‘Change of Control‘ would be requested to take over the existing patrimonial undertakings

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with regard to the beneficiaries and as a consequence to implement one of the following solutions:

•

either to undertake to buy back from the beneficiaries the shares obtained following the exercise of their options, on the date when they will present them, this date obligatorily being during the exercise period initially decided for the options. In the case where the Company is subject to a procedure of squeeze out, the shares obtained by the beneficiaries must obligatorily be presented for repurchase following the exercise of the options.



The price of the repurchase will be equal to that of the Aventis share on the date when the Change of Control becomes effective or on the first date of quotation following this date, and would vary both upwards and downwards between this date and the date of the request for repurchase, according to the evolution of the price of the share of the Company which is the beneficiary of the 'Change of Control' over the same period.

•

or to grant the beneficiaries, in exchange for their old options, new options.

        If these undertakings are not carried out, the resulting loss to the beneficiaries will be estimated by an expert designated by the two parties, or if no agreement can be found, by the President of the Paris Tribunal de Commerce (commercial court), who will give a ruling on the petition of the more diligent party.

        The amount decided would be paid by the Company, [or any company substituted for it].

        To decide this loss, the expert will take into account the price of the share on the date when the Change of Control becomes effective or on the first date of quotation following this change and the "time value' still left to run until the final date for the exercise of the considered options taking into account all the existing corporate or tax incidences."

        If a lay-off, redundancy or other termination at the employer's initiative (except for serious professional misconduct), expiration of a work contract or revocation of director or officer status (except for serious professional misconduct) takes place within 18 months following a Change of Control, the options will continue to be exercised under the same conditions as if the option holder were still a salaried employee, director or officer of Aventis.

        "Change of Control" means, among other things, the carrying out of a takeover bid or a public offer of exchange.

        In case of a takeover bid or an offer of exchange, the Change of Control is considered "effective" from the date of publication in the official bulletin of the notice of the result of the takeover bid by Euronext Paris.

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Other Option Plans

        In addition to the Option Plans described above, in October 1997, during the repurchase by the Group of the minority interests of Rhône-Poulenc Rorer Inc., options to purchase shares of Rhône-Poulenc Rorer Inc., were repurchased or exchanged for options to purchase shares in Rhône-Poulenc S.A. (which became Aventis) As of December 31, 2003, there were 1,546,276 vested and unexercised options, 74,784 of which held were by directors and executive officers of Aventis, with a weighted exercise price of US$ 27.92 and a weighted average remaining contractual life of 29.8 months. The final exercise date of the options is in 2007.

        Furthermore, due to the formation of Aventis, participants in the 1999 Hoechst Group stock option plan's options were converted into options to purchase Aventis shares. As of December 31, 2003, there were 1,708,551 vested and unexercised options, 70,330 of which were held by directors and executive officers of Aventis, with a weighted exercise price of €48.43. These options expire in September 2009. Upon a change of control of Hoechst AG or Aventis, the options may be terminated within six months of the change of control and the option holder paid at least the value of the option on the date of the change of control.

Compensation of Directors and Executive Officers

Directors

        The amount of fees paid to members of the Supervisory Board comprises a fixed portion and a variable portion that is based on participation in board meetings and committees. A fixed sum is paid to the Chairman and Vice Chairman of the Supervisory Board.

        In 2003, the aggregate total gross compensation (fees, benefits in kind and pensions) of the Supervisory Board (16 people) was €3,773,693 (€1,448,375 in fees and €2,290,318 in pension payments). The following chart sets forth attendance fees and pensions for each member of the Supervisory Board:

Name	Attendance fees	Pensions	Total gross compensation
Jürgen Dormann(1)     2003     2002	€195,900 €96,600	€1,445,648 €898,137	€1,651,548 €994,737
Jean-René Fourtou(1)     2003     2002	€147,475 €71,900		€147,475 €71,900
Joachim Betz(2)     2003     2002	€70,000 €70,000		€70,000 €70,000
Werner Bischoff(2)     2003     2002	€70,000 €65,000		€70,000 €65,000
Jean-Marc Bruel     2003     2002	€85,000 €91,000	€342,274 €336,448	€427,274 €426,448
Alain Dorbais(2)     2003     2002	€70,000 €70,000		€70,000 €70,000
Martin Frühauf     2003     2002	€105,00 €95,000	€235,732 €232,896	€340,732 €327,896
Serge Kampf     2003     2002	€90,000 €105,000		€90,000 €105,000

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Hubert Markl     2003     2002	€74,000 €72,000		€74,000 €72,000
Günter Metz     2003     2002	€85,000 €91,000	€256,664 €253,612	€341,664 €344,612
Christian Neveu(2)     2003     2002	€70,000 €70,000		€70,000 €70,000
Didier Pineau-Valencienne     2003     2002	€91,000 €82,000		€91,000 €82,000
Seham Razzouqi     2003     2002	€92,000 €88,000		€92,000 €88,000
Michel Renault     2003     2002	€88,000 €82,000		€88,000 €82,000
Hans-Jürgen Schinzler     2003     2002	€70,000 €65,000		€70,000 €65,000
Marc Viénot     2003     2002	€80,000 €85,500		€80,000 €85,500

(1)

As of the appointment to the Supervisory Board on 5/15/2002.

(2)

Representative of the interests of employees.

        One-time payments relating to capital gains on stock appreciation rights attributed by Hoechst for the benefit of certain directors, officers and employees are not included in the figures provided above.

        Except for Mr. Betz, Mr. Dorbais and Mr. Neveu who are representatives of the employees' interests, the members of the Supervisory Board are not salaried employees of Aventis.

        Mr. Betz is employed by Aventis Pharma Deutschland GmbH as Head of the Biosafety Committee in the Research & Development Support Center. He is also a member of the Supervisory Board of Hoechst AG. Mr. Dorbais is in charge of junior employees' integration in the Company's French Human Resources Division and is active in the trade unions. Mr. Neveu is employed as a chemistry technician in the Company's Research Center at Vitry and is also active in trade unions.

        In addition to attendance fees, in 2003, none of Mr. Betz, Mr. Dorbais or Mr. Neveu received a compensation exceeding €130,000.

Executive Officers

        General.    Each of the executive officers is a member of the Management Board. Aventis' compensation policy aims to be competitive with the leading companies in the pharmaceutical industry. The total compensation for the Management Board includes a fixed portion and a variable portion, based on Aventis' performance objectives, the share price, the results of research and development, the overall performance of Aventis and individual targets. Each member of the Executive Committee receives a fixed base salary plus variable compensation, which in the fiscal year 2004 represents between 60% and 150% of such executive officer's base salary.

        In 2003, the aggregate total gross compensation (fixed, variable components, fees and benefits in kind) of the Management Board (seven people) was €10,243,380. The following chart sets forth 2004,

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2003 and 2002 compensation for each member of the Management Board. With the exception of Mr. Landau, who was already a member of the Management Board but was promoted to Chairman of the Management Board in 2002, all members of the Management Board were newly appointed in May 2002.

Name	Base Salary	Variable Bonus(1)(2)	In kind benefits(3)	Total gross compensation
Igor Landau     2004     2003     2002	€1,260,000 €1,200,000 €906,250	€2,052,452 €1,564,500 €1,093,974	€17,774 €14,427 €7,180	€3,330,226 €2,778,927 €2,007,404
Patrick Langlois     2004     2003     2002	€787,000 €750,000 €613,958	€857,625 €674,100 €654,333	€19,560 €8,650 €5,206	€1,664,185 €1,432,750 €1,273,497
Richard J. Markham     2004     2003     2002	US $1,200,000 US $1,146,000 US $1,093,750	US $1,278,478 US $1,194,007 US $1,344,725	US $5,255 US $12,971 US $38,866	US $2,483,733 US $2,352,978 US $2,477,341
Frank Douglas     2004     2003     2002	US $779,000 US $741,500 US $708,094	US $609,513 US $536,853 US $629,960	US $80,704 US $55,853 US $45,051	US $1,469,217 US $1,333,867 US $1,383,105
Heinz-Werner Meier     2004     2003     2002	€505,300 €481,200 €385,416	€317,881 €248,472 €197,689	€13,493 €7,722 €4,317	€836,675 €737,394 €587,422
Dirk Oldenburg     2004     2003     2002	€531,200 €531,200 €437,287	€331,788 €289,867 €275,423	€12,103 €10,095 €731	€875,091 €831,162 €713,441
Thierry Soursac     2004     2003     2002	US $859,000 US $866,600 US $801,562	US $632,447 US $482,068 US $554,700	US $15,391 US $13,200 US $13,200	US $1,506,838 US $1,361,868 US $1,369,462

(1)

The variable bonus paid is based on the performance of the preceding year.

(2)

Mr. Markham's 2004 variable bonus does not include the performance bonus (described below in "Severance Arrangements with Executive Officers") he is eligible to receive July 15, 2004.

(3)

In kind benefits include death and disability insurance coverage, car and housing benefits. The 2004 in kind benefit figures are only an estimate.

Aventis Supplemental Pension Plans.

        Mr. Landau and Mr. Langlois.    Messrs. Landau and Langlois participate in Aventis' French supplemental executive pension plan. The plan provides pension guarantees based on a percentage of average base salary of the last two years increased by the target bonus applicable for the year of termination (the "Reference Compensation"). The pension guarantee is equal to 2.4% per year of service for the executive's first 20 years of service and 2.2% per year of service for the next 10 years of Reference Compensation. The total pension paid by Aventis is limited to 65% of Reference Compensation and includes amounts received under any other Aventis pension plans.

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        Mr. Thierry Soursac.    Mr. Soursac is entitled to a supplemental pension benefit under the Aventis Pharmaceuticals RPR SERP. This plan provides an annual benefit based on Mr. Soursac's Final Average Compensation, equal to 2% per year of service for the first 25 years of seniority with no rights acquired for additional years of service. The compensation to which the accumulated percentage applies is 100% of the first $400,000, 90% for the portion between $400,000 and $800,000, and 80% for the portion above $800,000. Except for the supplemental retirement benefit received under the Aventis Inc. Supplemental Retirement Plan and any amounts received pursuant to a 401(k) plan or health savings account, amounts received under any other Aventis qualified or non-qualified defined benefit or performance sharing retirement plan are deducted from the supplemental pension benefit received pursuant to the Aventis Pharmaceuticals RPR SERP. "Final Average Compensation" means the average base salary and bonus for the five years out of the last 10 that produce the highest average. This pension benefit became vested when Aventis was formed in 1999.

        In addition, Mr. Soursac is entitled to a supplemental pension benefit of $90,000 per year, provided that he remains with Aventis through the later of his turning 62 years of age or October 1, 2007. In the event that Mr. Soursac is terminated by Aventis without Cause (as defined in "Severance Arrangements with Executive Officers"), he will receive a prorated supplemental pension benefit, calculated pursuant to the Aventis Inc. Supplemental Executive Retirement Plan. The prorated benefit would not be paid until Mr. Soursac attained age 62 and would be in the form of a single life annuity with other optional actuarially equivalent annuities available. Aventis maintains a rabbi trust that will be funded on a change of control with assets sufficient to fund Mr. Soursac's supplemental pension liability.

        Dr. Frank Douglas.    Dr. Douglas is entitled to a supplemental pension benefit of $100,000 per year, provided that Dr. Douglas remains with the Aventis through the later of his turning 62 years of age or such time as Aventis consents to his retirement (consent required only through October 1, 2007). Dr. Douglas' supplemental pension benefit is subject to the same terms and conditions as apply to Mr. Soursac. Aventis maintains a rabbi trust that will be funded on a change of control with assets sufficient to fund Dr. Douglas' supplemental pension liability.

        Mr. Richard J. Markham.    Mr. Markham is entitled to a supplemental pension benefit of $250,000 per year, payable as a monthly single life annuity, commencing on the first day of the month following his attainment of age 62 provided that Mr. Markham remains with Aventis through age 62. In the event that Mr. Markham is terminated by the company without Cause (as defined in "Severance Arrangements with Executive Officers") prior to at age 62 and before May 31, 2005, he will be entitled to a prorated supplemental pension benefit based on $125,000 per year and calculated pursuant to the Aventis Inc. Supplemental Executive Retirement Plan. In the event that Mr. Markham is terminated by the company without Cause prior to attaining age 62 and after June 1, 2005, his prorated supplemental benefit will be based on $250,000 per year. Aventis maintains a rabbi trust that will be funded on a change of control with assets sufficient to fund Mr. Markham's supplemental pension liability.

        Drs. Meier and Oldenburg.    Drs. Meier and Oldenburg are entitled to a German pension plan, offset by the benefits under the Basic Pension Plan. The pension is 45% for Dr. Meier and 41% for Dr. Oldenburg of base salary plus 1% per year of service as Chairman of the Management Board of Aventis Pharma Germany GmbH after May 16, 2002 for Dr. Meier and as Management Board member after March 1, 2003 for Dr. Oldenburg, up to a maximum of 55% of final base salary, plus cost of living adjustments. The pension is forfeited if the executive is terminated for cause or voluntarily terminates his employment before age 60, other than due to disability or one of the Good Reason events described under "Severance Arrangements with Executive Officers".

        Other U.S. Pension Plans.

        Dr. Douglas, Messers. Soursac and Markham.    Dr. Douglas, Messers. Soursac and Markham also participate in pension and savings plans available to all U.S. employees and a non-qualified excess plan, into which Aventis credits amounts that would have been contributed or credited to the qualified plans, but for certain IRS limits.

9

        Supplemental Life Insurance.    The members of the Management Board are part of a global group of approximately 65 executives for whom Aventis provides supplemental life and total permanent disability insurance in the amount of two times base salary and bonus, for a death due to illness or total and permanent disability, or three times base salary and bonus, for a death due to accident, less insurance amounts otherwise received from Aventis through programs available to all employees.

Severance Arrangements with Executive Officers

        Mr. Landau, Chairman of the Management Board.    Mr. Igor Landau's employment agreement (as amended in 1987, 1991 and 1996) provides that in the event of termination of his employment by Aventis other than for gross negligence, or following a significant diminution of his responsibilities, or if Aventis appoints a new Chairman, and Mr. Landau considers, in his sole judgment, that he is not able to carry out the policies decided and implemented by the new Chairman, then Mr. Landau would be entitled to (a) a six month notice period, (b) the severance payment provided for by the collective bargaining convention (20 months), plus (c) an amount equal to 1.5 times the total gross compensation (including bonuses) received during the 12 months preceding the termination date. In the event of termination of his employment by Aventis, other than for gross negligence, in the 18 months following the change in control or if Mr. Landau were to refuse a "substantial modification" occurring during such 18 month period, Mr. Landau would receive a contractual severance payment, in lieu of the severance provided for in the collective bargaining convention and calculated according to a sliding scale resulting in 40 months of compensation, based on current seniority (Mr. Landau had 28.1 years of seniority at the end of 2003). The severance amount will be reduced by 1/5 for every year starting at age 60, but would not be lower than the payments provided for by the collective bargaining convention (20 months). A "substantial modification" includes a significant restructuring of the company, change in the composition of the "organes de direction" (the Management or Supervisory Board), sale or transfer of significant assets, material change in strategy, modification of a substantial element of his employment agreement, according to French case law. Change of control means, among other things, the carrying out of a take-over bid or of any exchange tender offer.

        In all cases of termination described above, Mr. Landau would keep the stock options that have been attributed to him and his supplemental pension rights (as described in "Aventis Supplemental Pension Plan").

        Mr. Langlois, Chief Financial Officer.    An October 1998 agreement with Mr. Patrick Langlois provides that he would receive a severance payment calculated according to a sliding scale resulting in severance payments equal to 40.6 months, based on current seniority (Mr. Langlois had 28.6 years of seniority at the end of 2003) as well as supplemental retirement benefits (as described in "Aventis Supplemental Pension Plan"), if during the 18 months following a change of control the company terminated his employment, other than due to gross negligence in the performance of his duties, or if Mr. Langlois objects to a substantial change in his employment within six months after its occurrence. A "substantial change in employment" includes a material decline in responsibilities, decrease in compensation, or transfer outside the European Community for a period in excess of six months. The severance amount will be reduced by 1/5 for every year starting at age 60 but will not be lower than the payments provided for by the collective bargaining convention (20 months). Change of control means, among other things, the carrying out of a take-over bid or of any exchange tender offer.

        Pursuant to a January 22, 2004 employment agreement, in the event Mr. Langlois is terminated by Aventis for any reason other than death, disability or gross negligence or if Mr. Langlois terminates his employment due to a substantial change in employment, he is entitled to a severance payment equal to three times his annual compensation, provided however, that upon reaching the age of 63 the severance payment will be reduced to 25 months total compensation. Any payments made pursuant to the October 1998 agreement will be deducted from this payment. In addition to the events described above, "substantial modification of employment" includes a change in the structure of total target compensation.

10

        Mr. Markham, Chief Operating Officer.    An agreement with Mr. Richard J. Markham provides that if Mr. Markham's employment with Aventis is terminated (i) by Aventis for any reason other than disability, death or Cause or (ii) by Mr. Markham if such termination occurs within six months of certain events (such events defined herein as "Good Reason") after one-month written notice from Mr. Markham, then Mr. Markham is entitled to severance benefits of three times Annual Cash Compensation plus his normal compensation during any notice period. At age 62, the severance package is reduced to the higher of either two years of Annual Cash Compensation or the amount provided for in the Aventis U.S. severance policy. At age 63, the severance package is reduced to the higher of either one year of Annual Cash Compensation or the amount provided for in the Aventis U.S. severance policy. At age 64 and above, only the amount provided for in the Aventis U.S. severance policy is applicable. Mr. Markham is currently 53 years old. "Good Reason" is defined as a significant reduction in his global responsibilities within Aventis, a reduction in his base salary, or a significant amendment to the structure of his Annual Cash Compensation. "Annual Cash Compensation" is defined as the sum of annual base salary and target bonus level for the year in which the termination occurred. The current Aventis U.S. severance policy provides for payment equal to three weeks of base pay for each year of service with minimum payments based on grade (12 months for Mr. Markham) and a maximum of 18 months. "Cause" means the conviction of a felony or a misdemeanor involving moral turpitude or that affects the image of the Aventis Group or related entity, any act involving the misappropriation of company funds, assets or opportunities, refusal to carry out specific directions of the Management or Supervisory Board, gross negligence or intentional misconduct in performance or non-performance of duties, and material breach of any relevant provisions of his employment agreement.

        In the event Mr. Markham terminates his employment before May 31, 2005, whatever the reason, (a "voluntary termination"), after giving three months' prior notice, Mr. Markham is entitled to severance benefits equal to three times his Annual Cash Compensation.

        Upon any of the above described termination events, the annual bonus and Long Term Incentive Plan awards will be prorated. Stock Based Plan awards will be exercisable according to the provisions of the plan for the full life of the awards but will not immediately vest, provided further that in the event of a "voluntary termination", the exercisability of such awards will be suspended for 12 months following the termination and shall be forfeited if during such 12 month period Mr. Markham engages in a business within the health industry. Under this agreement, Mr. Markham is also entitled to payments for unused vacation, payments to compensate for any excise taxes resulting from the severance benefits, continued medical, dental, life insurance and disability insurance benefits for 24 months unless provided by a new employer, up to $10,000 of tax and financial services and reimbursement of up to $100,000 in legal fees in collecting his severance benefit.

        In addition, in the event of a termination of employment other than a "voluntary termination", Mr. Markham would be entitled to a credit of three additional years of service for all non-qualified deferred compensation plans, immediate vesting in any non-qualified plan, and 12 months of outplacement and relocation assistance. Under the agreement, Aventis agreed to purchase a life insurance policy for the benefit of Mr. Markham's estate, which expires at the earlier of February 28, 2008 or the date of his termination of employment.

        In addition, pursuant to an October 1999 agreement, if Mr. Markham remains employed by Aventis on July 15, 2004 then he is entitled to a performance bonus. The target performance bonus is two times the sum of (x) his annual base salary and (y) the greater of his target annual bonus, currently 100% of base salary, or the average of his annual bonus between July 15, 2000 and July 15, 2004 (the "Performance Period"). This performance bonus is limited to a range of between 80% and 120% of the calculation described above depending on the price of Aventis shares on July 15, 2004. Moreover, in the event there is a change in control of Aventis during the Performance Period and Mr. Markham is still employed on July 15, 2004, Mr. Markham will be entitled to the performance bonus as if the performance target had been achieved at the 100% level. In the event Mr. Markham is terminated by

11

Aventis prior to July 15, 2004 for any reason other than for cause, or in case of death or disability, Mr. Markham (or his estate) would be entitled to a pro rated payment of the performance bonus based on the amount of time he was employed by Aventis during the four-year period prior to July 15, 2004 as if the performance target had been achieved at the 100% level. For purposes of the performance bonus, "Change of Control" includes the purchase or acquisition of 50 percent or more of either the outstanding shares of Aventis common stock or the combined voting power of the then outstanding voting securities of Aventis entitled to vote generally.

Mr. Soursac, Executive Vice President for Commercial Operations; Dr. Meier, Executive Vice President for Human Resources; Dr. Oldenburg, Executive Vice President, General Counsel; and Dr. Douglas, Executive Vice President for Drug Innovation and Approval, Chief Scientific Officer. Aventis is a party to severance agreements with Messrs. Thierry Soursac and Heinz-Werner Meier, and Drs. Dirk Oldenburg and Frank Douglas. The agreements provide that if the executive's employment with Aventis is terminated before February 28, 2007 (for Dr. Meier and Dr. Oldenburg, December 31, 2007) (i) by Aventis for any reason other than disability, death or Cause (as defined above in the description of Mr. Markham's severance agreement) or (ii) by the executive if such termination occurs within six months of certain events (such events defined as "Good Reason", as defined above in Mr. Markham's severance arrangement) after one-month written notice from the executive, the executive is entitled to severance benefits equal to three times Annual Cash Compensation (as defined above in the description of Mr. Markham's severance agreement), including compensation during any required contractual or statutory notice period. The executives' annual bonus and Long Term Incentive Plan awards will be prorated. Stock Based Plan awards will be exercisable according to the provisions of the plan for the full life of the awards, but will not immediately vest. In addition, the executives would be also entitled to payments for unused vacation, payments to compensate for any excise taxes resulting from the severance benefits (for Mr. Soursac and Dr. Douglas), continued medical, dental, life insurance and disability insurance benefits for 24 months, at the same employee cost, unless provided by a new employer, 12 months of outplacement and relocation assistance, 12 months of tax and financial services and reimbursement of up to $50,000 in legal fees incurred in collecting severance benefit (for Drs. Meier and Oldenburg, up to €50,000).

        The severance benefits do not accrue if the termination under clause (i) above (termination by Aventis) resulted from a restructuring of Aventis whereby the executive is offered a position with a different member of the Aventis group that does not result in (i) a significant reduction in his global operational responsibilities or (ii) a reduction in his base salary or (iii) as far as Drs. Oldenburg and Meier are concerned, in a significant amendment to the structure of his Annual Cash Compensation or his severance policy. In addition, Aventis agreed to maintain an insurance policy for Dr. Oldenburg for the duration of his employment contract for an amount of €1,000,000 in case of accidental death or disability.

        Messers. Markham and Soursac and Drs. Meier, Oldenburg and Douglas also agree that for three years following the date of termination, they will not, directly or indirectly, solicit any officer, employee or consultant to leave employment with Aventis. The cash amount payable under all the severance agreements for the seven members of the Management Board would be in the aggregate, $40,672,864, calculated using the Euro/Dollar exchange ratio of 1.2189 from March 3, 2004, assuming that the change in control and qualifying termination occur in such time that the work contracts end on December 31, 2004.

Other Contracts and Arrangements

        Didier Pineau-Valencienne, a member of the Supervisory Board of Aventis advised Jürgen Dormann, Chairman of the Supervisory Board, that he is a permanent consultant to Credit Suisse First Boston ("CSFB") and that CSFB had accepted a mandate from someone other than Sanofi to review the situation resulting from the Offer and that CSFB had put in place procedures to ensure that he did not receive information relating to such assignment during the offer period.

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        In the ordinary course of business, Aventis purchases materials, supplies and services from numerous suppliers throughout the world, including from time to time companies with which members of the Management Board and Supervisory Board are affiliated by virtue of holding multiple directorships. Mr. Landau is a member of the supervisory board of Dresdner Bank and Mr. Viénot is the honorary chairman of Société Générale, both of which are lenders to Aventis. Aventis does not consider the amounts involved in such transactions to be material to its business and believes that these amounts are not material to the business of the firms involved.

(b)   Aventis-Sanofi Relationships

        Aventis, in the ordinary course of business, enters into agreements and arrangements relating to research and development, marketing and distribution with various companies in the pharmaceutical industry. Except as provided below, there are no material agreements or possible conflicts of interest between Sanofi and Aventis or their respective affiliates.

French Offer Appeals

        On January 26, 2004, Sanofi submitted its offer documentation in France to the Autorité des marchés financiers (the "AMF"). The AMF declared the offer acceptable (recevable) on February 3, 2004. On February 13, 2004, Aventis appealed the AMF's decision (avis de recevabilité).

        On February 12, 2004, the AMF granted its approval (visa) of Sanofi's information memorandum (note d'information) in respect of the tender offer in France. On February 23, 2004, Aventis appealed the AMF's grant of approval (visa) of the information memorandum.

        These appeals are currently pending and the Court of Appeal of Paris has scheduled May 6, 2004 as the hearing date for both appeals. The Court is expected to give a final ruling by the end of May 2004.

Lovenox Antitrust Litigation

        On February 25, 2003, Organon Sanofi-Synthélabo LLC, an affiliate of Sanofi, which markets the anticoagulant drug Arixtra, filed a lawsuit in U.S. District Court in Florida against Aventis Pharmaceuticals Inc., an affiliate of Aventis, alleging that Aventis Pharmaceuticals Inc. unlawfully monopolized the market for certain injectable anticoagulants. Specifically, the suit alleges that certain provisions in contracts for the sale of Lovenox to hospitals constitute an unlawful restraint of trade in violation of U.S. and Florida antitrust laws. The suit seeks substantial unquantified damages, including treble damages and attorneys' fees, as well as injunctive relief to prevent Aventis Pharmaceuticals Inc. from enforcing certain allegedly unlawful contract provisions. Aventis Pharmaceuticals Inc. has filed an answer contesting the allegations in the complaint. Discovery is underway and trial has been set to begin December 6, 2004.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a)

Solicitation Recommendation

        After careful consideration, including a thorough review of the Offer with Aventis' senior management and Aventis' independent financial and legal advisors, the Supervisory Board concluded on February 17, 2004 and reaffirmed as recently as April 2, 2004 that the Offer is clearly inadequate from a financial standpoint. In addition, the Supervisory Board determined that the Offer entails important social risks with limited benefits for Aventis.

Accordingly, the Supervisory Board concluded that the Offer is not in the interest of Aventis, not in the interest of shareholders and not in the interest of employees and, therefore, recommended that Aventis' shareholders not tender their Aventis shares in the Offer.

        In addition, the Supervisory Board resolved that the treasury shares held by Aventis and its subsidiaries not be tendered in the Offer.

13

        A form of the letter communicating the Supervisory Board's recommendation to you is filed as Exhibit (a)(1) to this document and is incorporated herein by reference.

(b)

Reasons for the Recommendation

        In reaching the conclusion that the Offer is not in the interest of Aventis, its shareholders or employees, and in formulating the recommendation in this statement, at its meeting held on February 17, 2004, the Supervisory Board consulted with Aventis' senior management and independent financial and legal advisors and took into account numerous factors, including but not limited to the following:

(i)

The Supervisory Board noted that the Offer is subject to the following conditions:



•

Minimum tender of 50% of Aventis' share capital and voting rights, plus one share, on a fully-diluted basis;



•

Receipt of the authorization of the U.S. Federal Trade Commission; and



•

Approval at an extraordinary shareholders meeting of Sanofi of the resolutions necessary for the issuance of Sanofi shares to be issued to Aventis' shareholders pursuant to the Offer.



(ii)

The opportunistic timing of Sanofi's unsolicited offer disadvantages Aventis' shareholders.



•

The Offer was filed a few days before the announcement by Aventis of (i) its markedly stronger 2003 results, (ii) promising major strategic initiatives and (iii) a growth outlook significantly superior to that of the sector; and



•

Sanofi is facing legal challenges over the next few months relating to its patents for Plavix, as well as the consequences flowing from the expiration of the shareholders agreement between its two controlling shareholders.



(iii)

Sanofi's Offer clearly undervalues Aventis.



•

The price offered represents a discount to the value of Aventis under the valuation criteria normally used in this kind of transaction; and



•

The proposed exchange ratio does not adequately reflect Aventis' contribution to the combined results or future growth of the proposed group and is, therefore, unfair and disadvantageous for Aventis' shareholders.



(iv)

Sanofi's shares are a risky acquisition currency which could be significantly and negatively impacted by the following factors:



•

The pending challenges in the United States and Canada to the validity of the patents for Plavix®, which accounts for more than 30% of Sanofi's worldwide sales on a developed basis in 2003 as reported by Sanofi, will result, in case of adverse outcome, in a loss estimated on average by analysts at more than €20 per Sanofi share, representing more than a third of the current value of Sanofi;



•

Irrespective of Plavix®, Sanofi is expected to face a substantial slowdown in its mid-term sales growth resulting from the loss of patent protection on certain other key products. According to analysts forecasts, such loss is not expected to be offset by the late-stage products coming out of its R&D pipeline in the near term; and



•

Sanofi's shares will come under pressure when one or both of its major shareholders sell their shares.



(v)

There are real doubts to the combined entity's ability to deliver strong, sustainable and profitable growth as compared to Aventis.

14

•

The growth potential of the combined entity would also be impacted by the disposals required by antitrust authorities and by the potential adverse consequences on certain of Aventis' important alliances;



•

Sanofi has offered no detailed explanation of its announced synergies and the proposed timetable for realizing those synergies seems unrealistic; and



•

The significant differences in size and organizational structure of the two companies could trigger integration difficulties and loss of momentum.



(vi)

The proposed combination presents limited benefits for Aventis in terms of critical mass, geographic presence (in particular, in the United States), product portfolio or R&D as compared to the substantial risks associated with the transaction.



(vii)

The proposed combination will cause major job cuts for Aventis' employees.

(c)   Supplementary Assessment by the Management Board of the Sanofi Public Offer

        Aventis believes that:

•

The opportunistic timing of the Offer disadvantages Aventis' shareholders;



•

The Offer clearly undervalues Aventis;



•

Sanofi's shares are a risky acquisition currency which could be significantly and negatively affected by several factors;



•

There are serious doubts as to the combined entity's ability to deliver strong, sustainable and profitable growth as compared to Aventis;



•

The proposed combination presents limited benefits for Aventis in terms of critical mass, geographic presence (in particular in the United States), product portfolio or R&D as compared to the substantial risks associated with the transaction;



•

The Offer will cause major job cuts for Aventis' employees, particularly in France and Germany.

(i)

The opportunistic timing of Sanofi's unsolicited public offer for the shares of Aventis disadvantages Aventis' shareholders

The Offer's timing is deliberately disadvantageous to Aventis shareholders

        The Offer was filed with the AMF on January 26, 2004, i.e. two weeks before the announcement of Aventis' markedly stronger results for 2003. At that time, Aventis had not made public certain promising strategic initiatives it had initiated, nor its new financial estimates, which were initially supposed to be announced in May, and which indicate a medium-term growth outlook superior to industry average.

        The Offer was also filed at a time preceding certain important milestones for Sanofi, both relating to the future of its leading product, Plavix®, which is under litigation contesting the validity of its patents in the U.S. and in Canada, as well as to the stability of its shareholding structure, in light of the upcoming expiration of the shareholders agreement between its two major shareholders, Total and L'Oréal.

15

The Offer does not take into account recent promising strategic initiatives initiated by Aventis and Aventis' growth outlook

        On February 5, 2004, during the presentation of Aventis' annual results for the fiscal year ended December 31, 2003, the management of the Aventis group (the "Group") unveiled the Group's new growth outlook based on the medium-term strategy it intends to pursue. This strategy of accelerating the growth of the Group's operations and earnings is articulated in two principal ways:

Consistent growth in sales of products with strong potential and introduction of new products arising from its Research & Development portfolio

•

Continuing quick progression for leading products that are already on the market in fast growing therapeutic areas. Accordingly, the number of blockbusters (i.e., drugs generating sales of over 1 billion euros) should increase from four in 2003 to seven in 2007 (while the Group only had two in 2000), assuming patent protection is maintained for Allegra®;



•

The market introduction of new products with strong sales potential in therapeutic indications where there is a strong medical need. Thus, in 2003, filings for authorization to bring a product to market were made in connection with five new products. Moreover, Aventis was granted FDA approval for the launch of Ketek® in the American market in April 2004.



•

Thus, by 2007, more than 2 billion euros in sales are expected to result from new products which did not contribute to 2003 sales.

Acceleration of growth following targeted strategic initiatives

•

The implementation of a partnership for part of the Group's non-core product portfolio, accounting for sales approximately 1.5 billion euros in 2003, is designed (i) to allow the creation of a new entity dedicated to regional products with smaller sales potential, and (ii) to decrease the proportion of Aventis' sales stemming from low-growth products. Negotiations are under way and will be made public by Aventis in due course once finalized. If successful, this transaction would increase growth prospects in Aventis sales by approximately one hundred basis points, with only a limited dilutive effect on net earnings per share;



•

The improvement of the Group's operational performance through a continuous program aimed at increased productivity based on the streamlining of structures and the optimization of processes. The plan's objective is to attain annual cost savings estimated at approximately 500 million euros from 2006 onwards, more than half of which will be reinvested in developing the Group's activities;



•

The implementation of a share repurchase program in line with industry standards. Thanks to an increase of its cash flow in the last two years (2.7 billion euros of free cash flows from core activities in 2003 before one-time funding of pension plans of 1.5 billion euros in Germany), Aventis intends on dedicating 2 to 3 billion euros (i.e., between 4.1% and 6.1% of capital based on the March 3, 2004 closing price in Aventis shares of 61.3 euros) over the course of the next two years to the repurchase of its shares which will support growth in net earnings per share.

Aventis' expected growth for the 2004-2007 period is superior to the industry average

        The continuing development of its products and the implementation of certain initiatives should allow Aventis to sustain, in 2004, the substantial growth of its operations and net earnings per share:

•

The targeted sales growth for the Group for the fiscal year ending December 31, 2004 is 6-7% excluding exchange rate impact, with 18% growth for strategic products and vaccines;

16

•

The targets for growth in net earnings per share, at approximately 15%, are among the highest in the industry.

        For the period from 2005 through 2007, Aventis is projecting overall annual growth in sales of 10 to 11%, through:

•

Growth of strategic products and vaccines (18%):



•

The expected growth of strategic products currently on the market is approximately 12% compared with 17.1% for comparable structures in 2003;



•

Additional contribution from new products (mainly Ketek® in the U.S., Genasense®, Menactra® and Scultptra®) should generate 2 billion euros annually by 2007.



•

A decrease in the relative proportion of sales derived from mature products following the implementation of a partnership.

        The annual growth in net earnings per share should be, over the same period, between 13 to 15%, thanks to:

•

a sustained increase in sales (10 to 11%);



•

an improvement of the operational margin from 28 to 29%;



•

the beneficial effects of the share repurchase program.

        Should the patent protection of Allegra® be lost, the negative impact on sales is estimated to be approximately 1.2 billion euros, and net earnings per share would drop by approximately 50 euro cents.

        It is important to note that almost all financial analysts have already included this eventuality in their financial forecasts and that the materialization of the risk should not trigger major revisions in their projections.

17

Based on these new objectives, Aventis should be in the top tier for growth in sales and net earnings per share for 2004-2007, as projected by financial analysts for its main competitors, including Sanofi:

Expected annual variation in sales and net earnings per share, 2004-2007(1)

Sales	Net Earnings per Share(2)

Sources for Aventis: data from the company; for the other companies and Aventis before the Offer: Analyst consensus estimates based on a sample of research reports published before the Offer was filed.

(1)

Corresponds to annual growth 2005-2007

(2)

Net earnings per share before non-recurring items and after goodwill amortization

Growth outlook beyond 2007 is sustained by a product portfolio with high potential

        Aventis' growth beyond 2007 will be sustained by an increase in the Group's products that are already on the market and the launch of highly promising new products.

        Today, the Group possesses four blockbusters, up from two four years ago:

Current Blockbuster Group Portfolio

Products	Therapeutic Area	2003 Sales (millions of euros)	% of Total Sales for "Core Activities" in 2003		Growth Rate for 2002/2003(%) (1)
Allegra®	Respiratory System and Allergies	1,736	10.3	%	+1.1	%
Lovenox®	Cardiovascular	1,659	9.9	%	+21.3	%
Taxotere®	Oncology	1,362	8.1	%	+22.5	%
Delix®/Tritace®	Cardiovascular	1,066	6.3	%	+20.6	%

(1)

Spread in sales based on comparable structures

18

        These products still hold significant growth potential, with possible sales in excess of 2.5 billion euros for Lovenox® and 3 billion euros for Taxotere®.

        By 2007, the Group expects to have four more of its current products to generate more than 1 billion euros each in sales annually: Actonel®, Lantus®, Copaxone®, and Ketek® which obtained U.S. approval in April 2004.

        Beyond 2007, at least six other products (Menactra®, Alvesco®, Genasense®, Sculptra®, flu vaccines and Exubera®), with potential medium-term annual sales of over 1 billion euros, should provide significant growth stimuli.

The Group's portfolio of new blockbusters scheduled for launch in the next few years

Product	Therapeutic Area	2003 Sales (Millions of Euros)		% of Total Sales for "Core Activities" in 2003	Growth Rate for 2002/2003(%) (5)		Expected Launching Date	Potential Peak Sales (Millions of Euros)
Actonel®(1)	Osteoporosis	766		4.6%	+70.1	%		>2,000
Copaxone®	Central Nervous System	617		3.7%	+27.3	%		>1,000
Lantus®	Diabetes	487		2.9%	+87.1	%		>2,500
Ketek®	Respiratory System	115		0.7%	+135.2	%		>1,500
Flu Vaccines	Vaccination	479		2.9%	+17.7	%		>1,000
Genasense®	Oncology	In Registration	(6)	—	—		2004	>2,000	(3)
Alvesco®	Respiratory System	In Registration(6	)	—	—		2004	>1,500	(4)
Sculptra®	Dermatology	In Registration	(6)	—	—		2005	>1,000
Menactra®	Meningitis Vaccine	In Registration(6	)	—	—		2005	>1,000
Exubera®(2)	Diabetes	Phase III		—	—		Not announced	>1,000

Source:

Aventis 

(1)

In partnership with Procter & Gamble

(2)

In partnership with Pfizer

(3)

Conditional on ongoing clinical studies in certain solid tumors

(4)

Potential based on the introduction to market in 2008 of a combined form of Alvesco®-formotero

(5)

Spread in sales based on comparable structures

(6)

Products that are registered or in registration

        This product portfolio is a fundamental and valuable asset of Aventis in view of its contribution to the projected sales growth outlook.

        The Group, which also has 22 projects in Phase II, is confident in its ability to make its portfolio of products in development one of the main factors supporting its growth in the course of the next few years.

(ii)   The Offer clearly undervalues Aventis

A discount to the value of Aventis under the valuation criteria normally used in this kind of transaction

•

The Offer price represents only a 3.6% premium compared to the closing stock market price on the last day preceding the filing of the Offer on January 23, 2004, and a 15.2% premium compared to the weighted average market price for the month preceding January 21, 2004:

Stock market price	vs. Offer terms
-Last closing price before the announcement (01/23/2004)	3.6	%
-Weighted average market price for the month*	15.2	%

*

Period before rumors, ending January 21, 2004

Source: Bloomberg

19

        A multiple-criteria analysis of the Offer price indicates that the premium implied by the Sanofi Offer is negative on all criteria used in this type of transaction, significantly limiting any benefits to Aventis' shareholders. In particular, a multi-criteria analysis shows that:

•

On the basis of comparable transactions involving the acquisition of control in the pharmaceutical sector over the course of the past few years, the premium offered by the Offer price based on the one month weighted average market price of Aventis stock (15.2%) is nearly 32 percentage points below the average premiums in comparable transactions. Mergers of equals, as presented by Sanofi in its Prospectus dated April 9, 2004 are not relevant for assessing the Offer, because they do not include the premium required for the acquisition of control, nor do they include the increased risks inherent to implementing a hostile takeover.

Date	Purchaser	Target	Observed average premium over average market price at one month
7/5/2002	Pfizer	Pharmacia	44.4	%
11/3/1999	Pfizer	Warner-Lambert	45.0	%
1/20/1995	Glaxo	Wellcome	50.6	%
Average			46.7	%
Sanofi-Synthélabo Offer Premium			15.2	%
Difference			(31.5	%)

Note: Premium on average stock market price before rumors
Source: offer prospectuses

•

Because it is unsolicited, Sanofi's Offer is also to be benchmarked against comparable transactions in France over the past few years. Compared to premiums observed in the most significant unsolicited public offers completed in France over the past five years, the premium in this Offer is 30 points below average.

Date	Purchaser	Target	Observed premium over average market price at one month
Sept. 2003	Alcan	Péchiney	63.9	%(1)
Sept. 1999	TotalFina	Elf	30.3	%(2)
Jul. 1999	BNP	Paribas	41.5	%(3)
Average			45.2	%
Sanofi-Synthélabo Offer Premium			15.2	%
Difference			(30.0	%)

Source: offer prospectuses

(1)

Premium over one-month average for period ending 7/2/2003 (last stock market price before rumors). Overbid.

(2)

Premium over one-month average for period ending 7/2/1999 (last stock market price before initial offer for Elf Aquitaine filed by TotalFina). Overbid.

(3)

Premium over one-month average for period ending 3/9/1999. Overbid.

•

The multiples implied by the Offer price, which do not include a control premium, are significantly lower than those of comparable companies, and do not reflect the expected acceleration in growth of Aventis expected for the coming years. The 2003 price earnings ratio (PER) implied by the Offer is significantly lower than that of Sanofi, creating a discount of approximately 23% compared to the multiples of the major listed companies in the pharmaceutical sector in Europe and the United States.

20

Aventis' 2003 price earnings ratio vs. sample of
comparable listed companies

Source: Published net results before non-recurring items and amortization of goodwill. Based on the average market price for the one-month period ending on January 21, 2004 (source: Datastream).

        The table below summarizes the results of a multiple-criteria analysis of the premium implied by Sanofi's Offer:

Criteria	Premium/(Discount)
Comparable pharmaceutical transactions	vs. premium on one month average market price
-Acquisitions in the pharmaceutical sector	(31.5%)
Unsolicited takeover bids	vs. premium on one month average market price
-Hostile transactions in France	(30.0%)
Comparable companies (without control premium)	vs. premium on one month average market price
-PER 2003	(23.4%)

*

Period before rumors, ending January 21, 2004

21

        This analysis shows that with respect to usually applied valuation criteria, the terms of the Offer fall systematically and significantly below the price which would have resulted from the premiums or multiples implied by these criteria. In addition, the Offer only represents a weak premium over Aventis' stock market price.

The terms of the Offer do not reflect Aventis' contribution to the main operational results of the combined entity and lead to an unfair allocation of value, to the detriment of Aventis' shareholders

Aventis would contribute the majority of earnings to the combined entity

        The exchange ratio is on average 25% lower than the ratio implied by the analysis of the relative contributions of the combined earnings by Aventis and Sanofi for the fiscal year ended December 31, 2003.

2003 Financial Data (millions of Euros)(1)	Aventis	Sanofi- Synthélabo	Implied Ratio(2)	Premium/(Discount) on the Offer Ratio
EBITDA(3)	5,388	3,435	1.43	(28	%)
Operating Income(4)	4,595	2,977	1.41	(27	%)
Adjusted Net Income(5)	2,924	2,069	1.29	(20	%)
Cash flows from operating activities(6)	3,298	2,265	1.33	(23	%)
Average			1.37	(25	%)

(1)

2003 figures published for Aventis (strategic activities) and Sanofi (press release of February 16, 2004).

(2)

Based on one-month weighted average market price for the period ending January 21, 2004 and the number of outstanding shares as of December 31, 2003 (802.3 million for Aventis and 732.8 million for Sanofi).

(3)

Operating income before goodwill amortization and amortization charges, including equity method investees' pre-tax income (strategic activities for Aventis). Given the lack of disclosure by Sanofi of its EBITDA, it has been calculated on the basis of (i) announced operating income including equity method investees' pre-tax income and the amortization of intangible assets (cf. note 4 below), and (ii) depreciation and amortization charges estimated by the consensus of analysts (based on 11 detailed reports dated August to December 2003).

(4)

Operating income before goodwill amortization including equity method investees' pre-tax income (strategic activities for Aventis). Source: Sanofi press release of February 16, 2004. Corresponds to operating income (3,075 million euros) net of amortization of intangible assets (129 million euros) and to which is added the equity method investees' pre-tax income. The latter is obtained by increasing the equity investees' net income (20 million euros) by the difference between 1 and the tax rate (35.4%), i.e., 31 million euros.

(5)

Net earnings before extraordinary items and goodwill amortization (strategic activities for Aventis). Corresponds for Sanofi to "net income before exceptional items and goodwill amortization".

(6)

Cash flows from operating activities after required changes in working capital. Strategic activities before funding of 1.5 billion euros of German pension plans for Avenits. Corresponds for Sanofi to "net cash provided by operating activities".

Inequitable allocation of value, to the detriment of Aventis' shareholders

        The terms of the transaction also lead to an unequal allocation of value to the detriment of Aventis' current shareholders given the weak Offer premium. Indeed, based on the net income adjusted for non-recurring expenses and amortization of goodwill for the fiscal year ended December 31, 2003, the transaction would be immediately accretive to the net earnings per share for the Sanofi

22

shareholders at levels of approximately 18%. However, it would be dilutive by approximately 7% for Aventis' shareholders, based on 2003 pro forma accounts:

(Millions of Euros Except Where Indicated Otherwise)	2003 Pro-Forma Excluding Synergies
Net income before non-recurring expenses and amortization of goodwill(1)
-Aventis	2,924
-Sanofi-Synthélabo	2,069
Impact of the transaction
-Net financial cost(2)	(209	)
-Net impact of product divestiture(3)	(131	)
Net income before non-recurring expenses and amortization of goodwill—after the transaction(1)	4,653
Number of shares after the transaction (millions)(4)	1,401
Net earnings per share (EPS) after the transaction (euros)	3.32
Increase/(decrease) in the EPS
-Sanofi-Synthélabo	17.6	%
-Aventis	(6.6	%)

(1)

Based on the results published by Aventis (strategic activities) and Sanofi (February 16, 2004 press release).

(2)

Based on an amount of 9.2 billion, at an average financing cost of 3.5% before taxes and a 35.4% tax rate assuming a 100% success rate for the Offer.

(3)

Divestitures of products indicated by Sanofi (Fraxiparine® and Arixtra®, 338 million euros in sales for 2003). Assumed proceeds from disposals of 2.3 billion euros before taxes (1.7 billion euros after taxes) and based on a net pre-tax estimated contribution of 70% (45.2% after tax). Hypothetical reinvestment of net proceeds at 2% before taxes.

(4)

Assuming a 100% success rate for the offer. Based on number of outstanding shares on December 31, 2003 (802.3 million for Aventis and 732.8 million for Sanofi).

        Sanofi therefore has an advantage of nearly 25% of increase of its earnings per share as compared to Aventis.

Both in terms of the respective contributions to the combined entity's financials and in terms of the earnings dilution, the Sanofi Offer leads to an inequitable allocation of the value to the detriment of Aventis' shareholders.

(iii)  Sanofi's shares are a risky acquisition currency which could be significantly and negatively affected by several factors

        The terms of the Offer are insufficient in light of the significant slowing down in Sanofi's growth anticipated by financial analysts and significant additional risks borne by Aventis shareholders were they to accept the Offer and become shareholders of the combined entity.

        This Offer consists of 81% Sanofi stock and 19% cash, and therefore the risk attached to the Sanofi stock, notably due to the quality and profile of future growth and the dependence of its sales and earnings on a small number of products, need to be taken into consideration.

23

Sanofi, an undiversified group whose success depends on a few products that are facing imminent threats

        Global sales of Plavix®, Stilnox/Ambien® and Eloxatine®, the top three products of Sanofi, all of which will shortly be subject to competition from generic drugs, amounted to 5.4 billion euros over the fiscal year ended December 31, 2003, or 51.4% of developed Sanofi sales:

Million of Euros	Developed Sales 2003(1)	% of Total Developed Sales 2003
Plavix®	3,225	30.5	%
Stilnox/Ambien®	1,381	13.1	%
Eloxatine®	824	7.8	%
Total top 3 products	5,430	51.4	%

Developed sales include Sanofi's consolidated sales (1,325 million euros for Plavix® and 1,345 million euros for Stilnox®/Ambien®) minus sales of products to their partners, as well as non-consolidated sales by Sanofi's partners in connection with agreements with Bristol-Myers Squibb over Plavix®/Iscover® and Aprovel®/Avapro®/Karvea®, with Fujisawa over Stilnox®/Myslee® and with Organon over Arixtra® as disclosed by Sanofi's partners: Sanofi, 2003 sales press release published on January 22, 2004

Generic Plavix®: a significant risk which could lead to a loss in value of nearly 21 euros per Sanofi share

        Based on publicly available information, it appears that 30.5% of Sanofi's global developed sales have been generated with a single product, Plavix®, which is currently the target of lawsuits contesting the validity of the patent in Canada and in the U.S., the latter representing over 56% of developed global sales of Plavix®. Based on the analysis of publicly available court records, it appears that Sanofi has successively filed two patents for the Plavix® (clopidogrel) compound. The first of these patents is now expired. It described and claimed a group of compounds and their salts, stating that the compounds, including the compound known as Plavix®, "may exist in the form of two enantiomers" and that "the invention relates both to each enantiomer and their mixture." The second patent covers the enantiomer salt that is Plavix®. The companies Apotex Inc., Apotex Corp., Dr. Reddy's Laboratories LTD, and Dr. Reddy's Laboratories Inc., defendants in the litigation, challenge the patentability of the second patent, because the first Sanofi patent disclosed already the Plavix® form of this mixture in sufficient detail to call in question the innovative character of the second patent. As a consequence, the latter could infringe the interdiction of patenting the same invention twice ("double patenting"). Defendants have also raised issues regarding obviousness and violation of U.S. Patent Office rules ("inequitable conduct").

        These allegations appear to raise serious invalidity questions which cannot be easily dismissed. While recognizing the unpredictability of patent litigation, Aventis believes, on the basis of the publicly available records that the defendants have raised a substantial challenge to the validity of the Plavix® patent and that therefore Sanofi's risk of losing the litigation is significant.

        In case of an adverse outcome of these proceedings for Sanofi, the launch of generic competitors of Plavix® as of 2005 could have a significant impact on volume and average sale price, thus creating an important risk for the company's financial situation and growth outlook and consequently the value of its stock. According to research reports from financial analysts specialized in the pharmaceutical

24

industry, the impact of the loss of the Plavix® patent would generate an average decrease in Sanofi stock value, based on its current state, of nearly 21 euros per share:

				% of the risk of losing the Plavix® patent included in the published Target price	Complementary impact of the loss of the Plavix® patent on the published Target price (in euros)
	Target price (in euros)
Financial Analyst	Without loss of patent	With loss of patent	Projected target			Difference
CAI	71.0	54.0	66.0	29%	- -12.0	- -18	%
Deutsche Bank	Not determined	36.0	60.0	Not determined	- -24.0	- -40	%
HSBC	Not determined	42.0	66.0	Not determined	- -24.0	- -36	%
BNP Paribas	68.0	42.0	62.0	15%—20%	- -20.0	- -32	%
JP Morgan	66.0	35.0	58.0	25%	- -23.0	- -40	%
Average					- -20.6	- -33	%

Reports publication dates: 01/28/04 for CAI; 12/16/03 for Deutsche Bank; 09/01/03 for HSBC; 07/08/03 for BNP Paribas; 02/19/03 for JP Morgan.

        In connection with its evaluation of Sanofi Plavix® litigation, Aventis requested a legal analysis from the law firm of Patterson, Belknap, Webb & Tyler LLP. Please see Item 4(d) for a summary of the analysis' conclusion.

Based on the average one-month weighted average market price of Sanofi as of January 21, 2004 (58.83 euros), the Sanofi share value as adjusted to reflect the loss of the Plavix® patent as forecast by financial analysts would be 38.23 euros. Under the terms of the principal Offer, this 32 percent fall in the price of Sanofi's stock market price (based on a one-month weighted average market price) would result in a 17 percent discount to Aventis' stock market price.

Ambien® will be facing generic competition in 2006

        Ambien® (1.4 billion euros of sales generated in 2003), another patented U.S. leading product of Sanofi, will lose patent protection in 2006 and face competition from generic drugs. Moreover, the transfer of Ambien® sales to Ambien CR® which, according to Sanofi, would allow for a continuation of the growth of this product's sales would most likely be only partial because of i) the profile of Ambien CR® and ii) major competition resulting from the launch of competing products by Sepracor and Pfizer expected in 2004 and 2005. Analysts expect Ambien CR® to capture 30 to 35% of the peak sales generated by Ambien®(1), i.e. a potential loss of sales of 1 billion euros.

(1)

(SG Cowen—January 9, 2004; Deutsche Bank—January 28, 2004)

Eloxatine® may be threatened by competition from generic drugs as early as 2006

        In 2006, the Eloxatine® patent (824 millions euros of sales for 2003) will fall into the public domain in Europe. In the United States, which represents approximately 56% of total sales of this product, the expiry of data exclusivity in 2007 will increase the risk of competition from generic drug manufacturers.

25

Late-stage products probably will not compensate for the slow down in Sanofi's growth

New products with limited prospects for development were launched during the past four years

        Between 2000 and 2003, three new products were placed on the market by Sanofi, none of which is a potential blockbuster. Arixtra®, once pitched by the company as a major product, has produced disappointing results thus causing a substantial decrease in sales projections.

        Aventis, on the other hand, launched two new products during the same period, each of which has the potential to be a blockbuster. Lantus has surpassed marketing expectations and has the potential to revolutionize the treatment of diabetes. Ketek® has been launched in Europe and its launch in the U.S. market should enable it to very quickly attain the status of blockbuster.

Launch of new products between 2000 and 2003

	2000	2001	2002	2003	Current sales (in millions of euros)	Potential peak sales (in millions of euros)
Aventis
Lantus®	X	X	X	X	487	>2500
Ketek®		X	X		115	>1500
Sanofi-Synthélabo
Fasurtec®		X	X		25	113
Eligard®			X		28	88
Arixtra®			X		19	500

Source:

Aventis, Sanofi, IMS (sales of Fasurtec and Eligard over a 12-month period as of 9/30/2003), CAI Chevreux for Eligard and Fasurtec (2009 sales)

Note:

products launched in various countries at different times

Fewer products with strong potential for development are expected to be launched in the course of the next three years

        Sanofi's product portfolio currently includes seven new drugs in phase III or in registration. Only three of these will likely be launched in the market by 2006. Among these products, only Rimonabant® has the potential to generate annual sales of over 1 billion euros. In light of the current stage of clinical development of Rimonabant® (currently in phase III), there remain, however, major uncertainties regarding its profile, its potential and the date it will be launched. The two other products in the portfolio have limited sales potential. Aventis, on the other hand, expects to launch six products during the course of the next three years, five of which with an annual sales potential of more than 1 billion euros.

26

Expected launch of new products between 2004 and 2006

	2004	2005		2006	Current sales (in millions of euros)	Potential peak (in millions of euros)
Aventis
Genasense®	X				—	>2000
Apidra®	X				—	400
Alvesco®		X			—	>1500
Sculptra®	X				—	>1000
Menactra®		X			—	>1000
Exubera® (1)					—	>1000
Sanofi-Synthélabo
Tirapazamine®		X	(2)		—	200
Fumaligin®		X			—	100
Rimonabant®				X	—	1200

Note:

Ambien CR®, derived from Ambien®, is not considered as a launch of a new product for purposes of this analysis.

(1)

Market launch date not yet determined

(2)

Abandonment of the indication for non small cell lung cancer will probably lead to a delay in the planned market launch date.

Source:

Aventis; HSBC (September 2003) for Tirapazamine®, Fumaligin® and Rimonabant®

Severe downward pressure on Sanofi's share price

        Total Group currently owns 24.35% of total capital stock and 35.04% of the voting rights of Sanofi, while L'Oréal owns 19.52% of the capital stock and 28.09% of the voting rights of Sanofi. These two groups are bound by a shareholders agreement which will expire on December 2, 2004. L'Oréal indicated in a press release dated January 26, 2004, that it intended to preserve its interest in the company regardless of the outcome of the Offer, without mentioning any period of time, though. For its part, the Total group indicated in its press release on February 19, 2004 that it intended to continue its disinvestment strategy in Sanofi it started three years ago. Between 2001 and 2003, Total has divested blocks of Sanofi shares amounting to 8.4% of the capital of Sanofi.

        Were the Offer to be completely successful (100%), Total's stake would represent approximately 13.3% of the total capital stock of Sanofi (based on the outstanding shares minus treasury shares), 20.0% of the floating shares and the volume of nearly 35 trading days (based on the average trading volumes of the two companies over one year as of January 21, 2004). In this case, the sale by Total of its stake in Sanofi would weigh considerably on Sanofi's shares price over the next few months and would exacerbate the ebb of shares usually observed following a public offer.

        In addition, the weight in terms of voting rights of Sanofi's two current controlling shareholders in the combined group would be greater than their economic exposure given their double voting rights in Sanofi. Thus, were the Offer to be completely successful (100%), L'Oréal would control approximately 17% of the voting rights of the combined company, even though its stake would only amount to approximately 10% of the capital stock. This percentage could even be as high as 19% if Total sold its entire holdings, given the loss of its double-voting rights. The existence of these double voting rights thus constitutes an immediate disadvantage for the Aventis shareholders.

The risk of losing contributions from key products of Sanofi, together with risks associated with the positions of their top two shareholders and uncertainty related to the future growth of Sanofi should have a major impact on the value of the Sanofi shares.

27

(iv)  There are serious doubts as to the combined entity's ability to deliver strong, sustainable and profitable growth as compared to Aventis

        There are additional risks in the proposed combination that could also significantly reduce the potential for value creation in the contemplated combined entity.

Uncertainties surrounding the procedure and necessary concessions to satisfy antitrust requirements

        Before its final realization, the Offer will undergo review by antitrust authorities in several countries, in particular by the European Commission and the U.S. Federal Trade Commission (the "FTC").

        The Offer is conditional upon FTC approval in the initial, 30-day review period, which begins after the notification is filed. Sanofi has not yet made the required filing with the FTC. Thus, the Offer's timetable depends on the timetable of antitrust authorities, which is still unpredictable. The Offer will lapse if the FTC issues a second request.

        Sanofi indicated at the time of the filing of the Offer that it has started the process of divesting two drugs, Arixtra® and Fraxiparine®, with a view to avoiding a dominant position in the cardiovascular field in which the combined entity would have significant market shares due to the competitive position of Lovenox®. On April 13, 2004, Sanofi announced that it had signed an agreement to sell Arixtra®, Fraxiparine® and related assets to GlaxoSmithKline Group for 453 million euros. The closing of the transaction is conditioned on Sanofi successfully completing its offer for Aventis as well as on obtaining the requisite clearances from the EU and U.S. competition authorities.

        The divestiture of Arixtra® and Fraxiparine® will cause a decrease in sales of 338 million euros, based on Sanofi's sales in 2003 (19 million euros and 319 million euros, respectively). This loss in sales for Arixtra® would increase over time in light of its sales potential which, according to Sanofi's estimates, is 500 million euros.

        The antitrust authorities are currently investigating a number of product areas in addition to the cardiovascular field. It is difficult to predict the remedies that antitrust authorities may require following the in-depth review being undertaken with respect to products currently on the market and both groups' R&D portfolios.

Difficulties in predicting whether Aventis might lose certain of its key contracts

        In the ordinary course of business, Aventis has entered into a variety of agreements, including partnership and collaboration agreements. Some of these agreements contain change of control provisions and it cannot be excluded that they may be successfully enforced by one or the other of Aventis' partners were there to be a change of control of the Group (see Item 4(c)(i)).

        Were Sanofi's Offer successful, the enforcement of such provisions, even if they provide for compensation to Aventis pursuant to the termination of the contractual relationships concerned, could have a significant impact on the company's business profile and medium-term growth outlook, especially in light of the fact that two of these contracts relate to potential future blockbusters of the Group (Exubera® and Actonel®).

Sanofi has offered no detailed explanation whatsoever for its announced synergies, nor has it justified the proposed unrealistic timeframe for realizing these synergies

        In its Prospectus dated April 9, 2004, Sanofi indicated that it estimates that its takeover of Aventis will generate approximately 1.6 billion euros in annual synergies before taxes, or 6.4% of combined pro forma sales for the fiscal year ended December 31, 2002. According to Sanofi, and relying on the assumption that the transaction will close by the end of the first quarter of 2004, such amount of synergies will be fully achieved in 2006, with 60% generated in 2005 and 10% as early as 2004. The synergies contemplated by Sanofi would result primarily from the reduction of the cost basis, for 2/3 of

28

the amount (i.e., approximately 1 billion euros) and from sales synergies, for 1/3 of the amount (i.e., approximately 600 million euros).

        The cost synergies would essentially be generated by the reduction of administrative expenses, marketing costs and research and development expenses. Moreover, Sanofi indicates that the transaction will generate revenue synergies resulting from acceleration of sales growth of the combined entity. Sanofi estimates that 2 billion euros of restructuring costs will be necessary to implement these synergies.

        Due to the hostile nature of the takeover bid, and in the absence of consultation or preliminary studies between the two companies, the calculation of synergies resulting from these transactions has, apparently, been based on benchmarks from previous transactions within the pharmaceutical industry. Such analogy performed without precise analysis could lead to errors in assessment, especially when the respective positioning of both companies is so different from the reference sampling.

With regard to cost reductions, Sanofi has not specified in its Prospectus dated April 9, 2004 whether it would take measures that would lead to a reduction of the workforce. However, cost synergies would arise from operational reorganizations that could generate job cuts. As an illustration, some prior mergers of pharmaceutical laboratories caused significant job cuts, as highlighted in the table below:

Operations	Staff reductions (number of employees)	Share of combined total workforce (%)
Ciba/Sandoz	8,000	8
Astra/Zeneca	6,000	11
Pharmacia/Monsanto	6,000	10
Pfizer/Warner-Lambert	12,000	14
Glaxo/Smithkline	12,000	11
Pfizer/Pharmacia	15,000	11

Source:

Deutsche Bank, Aventis

        Given the geographical breakdown of the combined entity's workforce (54% in Europe of which approximately 30% in France), it is more than likely that the cost reduction will be primarily realized in Europe and, above all, in France, where more than a quarter of the combined workforce (approximately 30,000 employees), would be located.

Geographic breakdown of the combined workforce

	Aventis	Sanofi	Total	% of total
France	17,727	12,204	29,931	29.4	%
Europe without France	15,880	9,274	25,154	24.7	%
United States	12,388	3,595	15,983	15.7	%
Others	23,386	7,363	30,749	30.2	%
Total	69,381	32,436	101,817	100.0	%

Source:

Aventis excluding Aventis Behring (as of December 31, 2003), Sanofi (as of
December 31, 2002)

        Absent detailed information provided by Sanofi on the true nature of the expected synergies, it is difficult to analyze the schedule for their implementation. But their full realization within only one and a half years, as projected by Sanofi, appears very difficult to achieve, particularly given the extent of the required restructuring, namely in Europe and especially France, where restructuring usually takes place over a long period of time in part due to labor laws and regulations.

29

With regard to sales synergies, Sanofi points out that they could come from the development of its products' sales in the U.S., where it would benefit from the strength of Aventis' commercial network, and an increase in promotion of Aventis' mature products in Europe.

        Most sales synergies in the U.S. should be limited, however, as the large majority of Sanofi's sales are managed by its partners on the basis of co-promotion agreements, such as in the case of Plavix® with Bristol-Myers Squibb, and, therefore, the synergies would not likely generate additional sales. Specialization of the groups' respective sales forces in distinct therapeutic areas is also such as to significantly limit sales synergies. In addition, Aventis' sales forces are currently at full capacity and will remain so due to new programmed product launches.

        As to the sales synergies on Aventis' mature products in Europe, they appear limited due to the following factors:

•

Half the sales come from products currently promoted by Aventis, and the evaluation of each group's performance with respect to these products does not suggest an increase in sales potential;



•

One quarter of sales comes from products subject to generic competition, for which promotional effects are negligible;



•

Of the remaining quarter, the elasticity of promotion is not sufficient to generate the substantial amounts of additional sales envisaged by Sanofi.

Significant differences in size and organizational structure which could lead to major integration difficulties and a loss in dynamic of sales growth

        Differences in size and organization between the two businesses (Aventis had nearly 70,000 employees while Sanofi had only 33,000 at the end of 2003) are likely to significantly complicate the necessary integration process should Sanofi's hostile Offer succeed. Sanofi is currently a French company that i) achieves approximately 20% of its sales in France, ii) has limited exposure to the U.S. and Japanese markets and iii) is centrally managed. On the other hand, Aventis is a global company deriving only 13% of its sales from core activities in France and is governed by a de-centralized, international management, as is absolutely required to market global products on a global scale.

        The organization of the two groups in key matters such as R&D and sales & marketing is markedly different.

        For example, whereas Aventis' sales and marketing policy is geared on optimizing the potential of its numerous strategic products on a worldwide scale, which has led to significant commercial success, notably in the U.S., Sanofi has adopted a strategy based on developing numerous products, often of small size and in local or regional markets.

        The two groups have distinct views in terms of organizing their R&D. While Sanofi retains a traditional organization relying mostly on internal innovation, Aventis has developed a model drawing not only on its internal strength, but also on external partners. Their integration could result in a drop in productivity, or, in an industry in which value added comes in large part from the intellectual capital of employees, loss of critical teams and the associated areas of expertise that today are behind the success of the two companies.

Declining growth prospects

        In light of the uncertainties surrounding the short-term prospects for Sanofi's main products as well as the weakness of its potential mid-term growth potential, the proposed transaction carries significant risks and will lead Aventis shareholders to face the prospect of drastically reduced prospects in terms of sales and earnings growth compared to such prospects for Aventis. Notably:

•

The expected growth of sales and net earnings per share for Sanofi is inferior to what is expected for Aventis in the 2005-2007 period;



•

This growth would also be diluted by Sanofi's divestiture of certain products as required by antitrust authorities, some of which have already been announced by Sanofi.

30

Compared Projected rates of sales growth

Note:
Aventis (core business activities): growth targets announced by Aventis on February 5, 2004—For information only, the growth target communicated by Aventis for 2004 is between 6 and 7% assuming comparable structure and exchange rates.

Sanofi: market consensus (average of 11 detailed analyst research notes of August through December 2003). For information only, Sanofi has announced a 2004 growth target similar to that of 2003.

Aventis+Sanofi: targets communicated by Aventis + market consensus—the impact of product divestments required to comply with antitrust regulations (divestiture of Arixtra® and Fraxiparine®)

        If losing the Plavix® patent had a limited impact on the combined entity's sales growth, inasmuch as Sanofi does not consolidate the totality of its Plavix® sales, notably those in the U.S, it would nonetheless have a very significant impact on the combined entity's profits. For example, some analysts(2) estimate that losing the Plavix® patent would negatively affect Sanofi's net income by approximately 900 million euros in 2007 or 2008.

(2)

Bear Sterns (December 4, 2003): estimated impact of 966 million euros on 2008 net results; Lehman Brothers (March 25, 2003): estimated impact of 911 million euros on 2007 net results.

        In addition, these assessments do not account for the likely negative effect the contemplated hostile operation would have in terms of delaying the development of research products and fostering sales force apathy.

The sales growth profile of the combined entity would in all likelihood be affected by the expected deceleration in Sanofi's growth, the divestment of products required by antitrust authorities, and the risk of jeopardizing some of Aventis' major partnerships, not to mention the risks tied to Plavix®. Moreover, the major uncertainties related to the achievability of the synergies in the proposed timeframe and the integration difficulties cast serious doubt on the contemplated combined entity's ability to offer Aventis' shareholders and employees an attractive perspective.

(v)

The proposed combination presents limited benefits for Aventis in terms of critical mass, geographic presence (particularly in the United States), research and development, or reinforcement of its product portfolio, in light of the substantial risks associated with this transaction

31

        On its own, Aventis benefits from key attributes that are necessary to position itself successfully on a global scale, namely: critical mass on a global level, a significant presence in the U.S., first class research & development of critical mass, a portfolio of current and future blockbusters, a presence in high growth therapeutic areas and a unique expertise in the area of partnerships and alliances. Sanofi does not make a decisive contribution with respect to any of these factors, especially in light of the risks such a transaction would trigger for Aventis' shareholders.

(A)

Aventis already has critical mass on a global scale

        Sanofi's proposed project would create the third largest pharmaceutical conglomerate in the world in terms of sales by combining Aventis (currently 7th) with Sanofi (currently 16th).

        Although the proposed transaction would be a clear improvement for Sanofi, the improvement would be much smaller for Aventis' current position: Aventis already has a 3.8% global market share against a mere 1.7% for Sanofi.

        Based on IMS data over a period of 12 months ending September 30, 2003, the proposed new entity's combined sales for pharmaceutical products would slightly exceed 23 billion euros (16 billion euros of which is generated by Aventis), i.e. a level of sales similar to that of Merck and Johnson & Johnson, but still below that of GlaxoSmithkline or Pfizer.

(B)

The transaction would not significantly improve Aventis' strong presence in the U.S.

Aventis already has an important presence in the U.S. market

        According to IMS, the U.S. is by far the number one pharmaceutical market in the world in terms of value, accounting for slightly over 50% of world pharmaceutical sales. In the U.S., where Aventis has already achieved critical mass (3.1% market share according to the IMS as of September 30, 2003), a combination with Sanofi (0.9% market share) would not provide a significant overall advancement for Aventis owing to Sanofi's marginal presence in this market.

        Indeed, Aventis has long succeeded in building its own efficient commercial platform in the U.S., ranking 12th among pharmaceutical companies in the U.S., based on sales. Aventis notes that, in the U.S., Sanofi does not have a commercial structure as significant as its own. Sanofi does not control the marketing of its principal products in the U.S. and its experience in terms of commercial development of drugs in the U.S. is limited and relies to a large extent on co-marketing strategies and/or co-promotion of its core products with various American pharmaceutical groups: Bristol-Myers Squibb for Plavix® and Avapro® and, until recently, Searle/Pharmacia for Ambien®. The commercial success obtained in the U.S. by its principal products is therefore largely attributable to its partners.

        Thus, the proportion of revenues of core activities generated by Aventis vs. Sanofi in the U.S. is four to one in favor of Aventis, whose sales force in the U.S. is twice as large as Sanofi's.

        Moreover, the percentage of sales generated in the U.S. would be diluted in the combined entity. The U.S., the most attractive market in the world, accounted for 38% of Aventis' core activity sales in 2003, compared to less than 24% for Sanofi. A combination with Sanofi would therefore dilute U.S. exposure and increase the presence, in terms of total sales, in Europe and in particular in France, which is a mature market, thereby leading, in Aventis' view, to a deterioration in the Group's business profile.

(C)

Aventis has a dynamic R&D reorganization and a high potential product pipeline

        Aventis considers its product pipeline to be both larger and better balanced than Sanofi's, with a total of 94 products in development, in a large variety of therapeutic areas, compared to only 56 for

32

Sanofi, of which 22 in the field of the central nervous system alone. Aventis would contribute more than 60% of the combined entity's launch of new drugs over the next few years.

	Aventis		Sanofi- Synthélabo		Total	Aventis' percentage in the total
R&D Costs 2002 (in billions of euros)	3.1		1.2		4.3	72.1	%
Number of products
In registration / Phase III	10(1	)	7(1	)	17	58.8	%
Phase II	22		16		38	57.9	%
Phase I	29		11		40	72.5	%
Pre-clinical	33		20		53	62.3	%
Total	94		54		148	63.5	%

Source: Aventis, Sanofi (presentation of results for 2003). OptiClik Pen (filed) not included in chart among Aventis' products.

(1)

Not accounting for multiple treatment drugs or line extensions of products.

        Aventis not only develops more products than Sanofi but also offers higher potential as shown by the number of blockbusters that the Group expects to develop over the next few years.

        Moreover, Aventis believes that its current product portfolio already contains a number of drugs that could quickly become blockbusters. In 2007, Aventis expects to have seven drugs generating over 1 billion euros in retail sales as opposed to three for Sanofi.

Products generating sales in excess of 1 billion euros in 2003		Products expected to generate sales in excess of 1 billion euros in 2007
Aventis	Sanofi-Synthélabo	Aventis	Sanofi-Synthélabo
Allegra®*,	Plavix®*,	Taxotere®,	Plavix®*, Avapro®
Lovenox®*,	Stilnox/Ambien®*,	Lovenox®*,	Eloxatine®*,
Taxotere®, Tritace®	Avapro®	Allegra®*, Actonel®,	Ambien®*(1)
		Lantus®, Ketek®, Copaxone®

*

Products faced with a risk of competition of generic brands by 2007.

(1)

If numbers for Ambien®/Stilnox® and Ambien CR® are combined. Aventis again points out that the patent for Ambien®/Stilnox® will fall in the public domain definitively in 2006 and that analysts specialized in the pharmaceutical industry anticipate that Ambien CR® will only be able to capture between 30 and 35% of sales performed by Ambien®/Stilnox®.

        In the medium term, Aventis could be launching five other future blockbusters (Menactra®, Alvesco®, Genasense®, Exubera® and Sculptra®), for which applications for approval will be or have already been filed, in addition to the flu vaccines all of which have a future sales potential of over 1 billion euros each. At the same time, Sanofi would only be launching one such product (Rimonabant®). Aventis' portfolio of products in development is therefore more promising and more geared towards products that are likely to become blockbusters on a global basis, as opposed to that of Sanofi, which possesses a significant number of products with a potential that seems more limited.

(D)

The combined entity would not be able to provide a decisive advantage in the key
therapeutic areas

        The pharmaceutical sales of Aventis are evenly spread over a wide variety of therapeutic specialties. In particular, the Group possesses remarkable positions in major areas such as thrombosis, oncology, and diabetes. It is also the global leader for vaccines. Even if a combination with Sanofi would improve the current positions in the areas of cardiology/thrombosis and the central nervous

33

system in general, it would not create leadership in other therapeutic sectors Aventis considers key, such as oncology, diabetes, Alzheimer's disease and asthma, where the portfolio of Sanofi products is weaker than that of Aventis.

        The risk of generic competition against Plavix®, would, if it materialized, significantly undercut the improvement of the two groups' competitive position in the area of cardiology.

(E)

Aventis has unique track record in product and R&D partnerships

        Over the past few years, Aventis has proven its ability to develop innovative products through license agreements with a number of partners. Since 2000, the Group has signed more than 70 agreements pertaining to marketing or R&D licenses with a variety of counterparties ranging from biotechnology companies to the most important pharmaceutical companies in the world. Certain agreements relate to potential or current blockbusters, thereby illustrating the fact that Aventis is a valuable partner from both an R&D as well as a product marketing perspective. During the same time span, Sanofi has only signed nine such agreements.

***

Therefore, Sanofi's Offer:

•

was opportunistically timed to disadvantage Aventis' shareholders because it was filed prior to an important strategic announcement by Aventis and prior to even more significant milestones for Sanofi (the end of the shareholders agreement in December 2004, the Plavix® lawsuits, generic competition for Ambien® and Eloxatine®, etc.);



•

clearly undervalues Aventis because the premium implied is negative by most valuation criteria normally used in this kind of transaction, and the terms of the Offer do not provide Aventis' shareholders with a fair share of the combined entity;



•

would expose Aventis' shareholders who subscribe to the Offer to major risks given i) the uncertainties surrounding the future of certain Sanofi key products; ii) the risks that Sanofi's share price will come under downward pressure due to its major shareholders' position; iii) the potential for dilution of growth to be expected from the combined entity compared to Aventis on a stand alone basis, iv) the major uncertainties pertaining to the announced synergies and the proposed timetable therefor and v) the integration risks inherent to the differences between these two entities in terms of size and organization;



•

lacks interest for Aventis, which already possesses a global profile, a premier presence in the United States, dynamic R&D, a significant portfolio of potential products in fast-growing therapeutic areas, and a unique track record in product partnerships;



•

would cause major job cuts for Aventis' employees, particularly in France and Germany.

(d)    Evaluation of Sanofi Plavix® Litigation

        In connection with its evaluation of Sanofi Plavix® litigation, Aventis requested a legal analysis from the law firm of Patterson, Belknap, Webb & Tyler LLP. Patterson, Belknap, Webb & Tyler LLP has conducted an analysis of the currently-pending, United States Plavix®-related litigations between Sanofi et al., on the one hand, and Apotex and Dr. Reddy, on the other, based upon publicly available documents and information. The analysis considers whether Apotex and Dr. Reddy's have presented a viable defense to the infringement charges.

        Recognizing the unpredictability of patent litigation and the limited nature of its review, it is the view of Patterson, Belknap, Webb and Tyler LLP that Apotex and Dr. Reddy's have raised defenses of obviousness, anticipation and double patenting that constitute a substantial challenge to the validity of the '265 patent covering clopidogrel bisulfate. In addition, Apotex and Dr. Reddy's have raised a defense based on inequitable conduct challenging the enforceability of the '265 patent irrespective of its validity. It is the view of Patterson, Belknap, Webb and Tyler LLP that successful assertion of even one of these four defenses could allow for the rapid entry of generic Plavix® into the U.S. market.

34

(e)    Intent to Tender

        To the best of Aventis' knowledge, to the extent permitted by applicable securities laws, rules or regulations, none of the members of the Management Board or the Supervisory Board currently intend to exchange shares of Aventis over which he or she has sole dispositive power to Sanofi.

ITEM 5.    PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

        Aventis has retained Goldman Sachs International, Morgan Stanley & Co. Limited and Rothschild & Cie Banque as its independent financial advisors in connection with, among other things, Aventis' analysis and consideration of, and response to, the Offer. Aventis has agreed to pay each of the financial advisors a reasonable and customary fee for such services. Aventis has also agreed to reimburse Goldman Sachs, Morgan Stanley and Rothschild for all reasonable out-of-pocket expenses, including fees of counsel, and to indemnify them and certain related persons against certain liabilities relating to, or arising out of, the engagement.

        Aventis has retained Innisfree M&A Incorporated to assist it in connection with Aventis' communications with its shareholders with respect to the Offer. Innisfree will receive reasonable customary compensation for its services and reimbursement of out-of-pocket expenses in connection therewith. Aventis has agreed to indemnify Innisfree against certain liabilities relating to, or arising out of, the engagement.

        Aventis has retained Financial Dynamics as its financial public relations advisor in connection with the Offer. Financial Dynamics will receive reasonable and customary compensation for its services and reimbursement of out-of-pocket expenses arising out of or in connection with the engagement. Aventis has agreed to indemnify Financial Dynamics against certain liabilities relating to, or arising out of, the engagement.

        Except as set forth above, neither Aventis nor any person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to shareholders of Aventis concerning the Offer.

ITEM 6.    INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

        Except as described below, during the past 60 days, no transactions with respect to the Ordinary Shares or ADSs have been effected by Aventis or, to Aventis' best knowledge, by any of its executive officers, directors, affiliates or subsidiaries.

        Except as set forth below, during the past 60 days, Aventis has not repurchased any Ordinary Shares. Aventis Inc. has purchased, with the AMF's prior approval, 150,000 Ordinary Shares from Crédit Agricole Indosuez pursuant to an agreement executed prior to the filing of the Offer in order to deliver such Ordinary Shares to stock options holders who exercised stock options. Aventis has a general authorization to repurchase shares granted by the general meeting of shareholders of April 17, 2003, for which an information memorandum was filed and approved by the Commission des opérations de bourse (a predecessor organization of the AMF) under visa No. 03-138 dated March 10, 2003. Under the French tender offer regulations set forth in Article 5-2-12 of the CMF Regulation and Article 4 of COB Regulation n^o 2002-4, Aventis may not repurchase its own shares during the pendency of the Offer.

ITEM 7.    PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

At the meeting of the Supervisory Board held on February 17, 2004, the Supervisory Board considered and reviewed, in relation to the Offer, the feasibility and desirability of pursuing possible strategic alternatives to the Offer. As stated in Item 4 above and based on the factors referred to therein (which are incorporated herein by reference), the Supervisory Board believes that the interests of Aventis, its

35

shareholders and its employees would be best served by Aventis studying all alternatives offering a stronger industrial, social and financial rationale. These alternatives could include one or more of the following: (i) maintaining Aventis as an independent, publicly-owned entity in substantially its present form, (ii) the acquisition of Aventis or shares of Aventis by Aventis or another entity, (iii) the acquisition of one or more other companies or units of other companies by Aventis or by Aventis together with another acquiror, (iv) a merger or other business combination with another company, (v) the sale or other divestiture of one or more business units, or stakes in business units, of Aventis, (vi) the issuance of additional shares, rights or warrants, or other equity, non-equity or market-linked securities, (vii) the incurrence of debt or other obligations by Aventis, (viii) a distribution of one or more of cash, rights, warrants or other consideration to the shareholders of Aventis, and/or (ix) entering into one or more partnerships, joint ventures or other strategic relationships with other parties. Aventis and its advisors have engaged in discussions with third parties regarding one or more of the foregoing items. Aventis has entered into and may continue to enter into confidentiality agreements and has supplied and may continue to supply confidential information to one or more third parties prior to entering into negotiations with such third parties regarding any of the foregoing items.

        Under rules adopted by the U.S. Securities and Exchange Commission, because the bidder—Sanofi—has filed its Schedule TO and commenced its offer in the United States, disclosure by Aventis of the terms of and parties to certain negotiations relating to some of the foregoing may be required unless the Aventis Supervisory Board has determined that such disclosure might jeopardize any discussions or negotiations that Aventis might conduct. The Aventis Supervisory Board has determined that such disclosure might jeopardize any discussions or negotiations that Aventis might conduct. Accordingly, Aventis does not intend to disclose the possible terms of any such transactions or proposals, or the terms thereof, unless and until an agreement in principle relating thereto has been reached or as may otherwise be required by law.

        Aventis has entered into a confidentiality agreement with Novartis AG ("Novartis") and has had discussions with Novartis concerning the business logic and structure of a potential business combination between the two companies. These discussions constitute negotiations as such term has been interpreted under U.S. federal securities laws.

        On March 12, 2004, Novartis announced in response to a request by the AMF that it was exploring the feasibility of a combination with Aventis but that no decision had yet been taken on whether or not to pursue such a transaction.

        On March 23, 2004, following a second request to Novartis from the AMF to clarify its position regarding Aventis, Novartis confirmed that it had completed its feasibility study on a potential combination with Aventis and that this study concluded that a business case for such a combination was viable. Novartis stated that a working hypothesis for such business combination included a potential spin-off of non-core Aventis and Novartis products into a new entity that would preserve jobs, specifically in France and Germany, creating a pharmaceutical company with product development, licensing and commercial operations including manufacturing. Novartis went on to state that although it believed that the business case was viable, the negative attitude of the French Government had influenced Novartis' consideration to a point that it would only enter into a negotiation phase if formally invited by the Aventis Supervisory Board and if the French Government assumed a neutral position. Novartis also stated that neither negotiations nor discussions about price had taken place.

        At its meeting held on April 2, 2004, the Supervisory Board of Aventis reviewed the current status of the Offer and reiterated its view that Sanofi's bid was not in the best interests of Aventis, its shareholders and its employees.

        During the meeting, the Management Board reported to the Supervisory Board on the discussions between Aventis and Novartis. After consideration of this report, the Supervisory Board unanimously mandated the Management Board to enter into negotiations with Novartis on the terms and conditions

36

of a potential combination and to pursue discussions with the relevant authorities in France and Germany to address their specific issues. Of the 16 Supervisory Board members, 15 were present or represented at the meeting, including the representative of Kuwait Petroleum Corporation.

        The Supervisory Board also proposed resolutions to be presented to Aventis shareholders for their approval at the next Aventis general meeting, which is scheduled for May 19, 2004, including a dividend for 2003 of €0.82 per share and the renewal of 10 Supervisory Board member mandates for three years.

        Furthermore, a resolution will be proposed to amend the Articles of Association of Aventis to limit shareholders' voting rights to a maximum of 15%. Such a limitation, which has been adopted by several other listed companies in France, would prevent shareholders from obtaining control of Aventis with less than a 50% shareholding. This limitation would not apply if a shareholder obtained 50% or more of the voting rights following a public offer.

        The Supervisory Board also considered how to protect Aventis shareholders against the significant decline in value which would be caused by the potential loss of the Plavix® patent. A resolution to issue warrants (Bons de Souscriptions d'Actions) will be proposed to shareholders in order to prevent Sanofi from shifting its Plavix® patent risk to Aventis shareholders.

        Under the proposed terms, Aventis shareholders would receive one warrant for each Aventis share, each warrant conferring the right to subscribe to 0.28 new Aventis shares at their nominal value of €3.82 per share in the event that:

•

the hostile offer of Sanofi were to succeed against the recommendation of the Supervisory Board of Aventis, and



•

a generic version of Plavix® were launched in the U.S. before the end of 2007.

        If all warrants were to be exercised, the resulting new shares would represent about 22% of Aventis' increased share capital.

        While the issuance of such warrants, if approved by Aventis shareholders, would provide protection against the Plavix® patent risk, the Aventis Supervisory Board continues to consider the Sanofi offer inadequate.

        On April 2, 2004, Novartis acknowledged the invitation by the Aventis Supervisory Board to enter into negotiations regarding a potential transaction. Novartis also asked the Supervisory Board and management of Aventis to clarify with the French Government the importance of such a transaction for the shareholders of Aventis as well as its benefits for employment and for research and development.

        On April 5, 2004, Mr. Dehecq, Sanofi's Chairman and Chief Executive Officer, sent a letter to Mr. Landau which expressed alarm regarding Aventis' public focus on the risks faced by the patent estate of Sanofi's principal product Plavix®, including notably Aventis' commissioning and publication of the legal review described at Item 4 hereof. Sanofi's letter referred to unspecified obligations to the U.S. judicial system that Sanofi alleged prevent it from responding to statements concerning the Plavix® patent. The letter stated that it served as a formal warning (mise en demeure) that Aventis should desist from acts that in Sanofi's view purportedly denigrate Sanofi and its products, and implied that Sanofi would resort to legal action against Aventis and unspecified company representatives to close the debate on Plavix®.

        On April 15, 2004, Mr. Landau responded to Mr. Dehecq's letter of April 5, 2004. In the letter, Mr. Landau rejected Mr. Dehecq's allegations and noted that Aventis owes it to its shareholders and employees to disclose accurate and complete information about the risks tied to Sanofi's business, especially given that the offer consideration consists principally of Sanofi shares. The letter pointed out that, given the importance of Plavix® to Sanofi and the impact that the loss of the Plavix® litigation in the United States would have on Sanofi, no one should be surprised that Plavix®occupies a central

37

place in Aventis' analyses and communications. The letter also questioned Sanofi's claimed inability to respond to statements concerning the Plavix® patent in light of unspecified obligations to the U.S. judicial system and urged Sanofi to provide complete and accurate information as to the risks relating to the Plavix® litigation and financial consequences which could result from an adverse outcome.

        Aventis is currently in discussions and negotiations regarding dispositions of material amounts of assets and companies, including its proposed disposition of a 15.3% stake in Rhodia, a 49% stake in Wacker-Chemie and a 35% stake in DyStar AG, as well as with respect to material joint ventures and licensing arrangements. Aventis is also in negotiations concerning the sale of a majority interest in an entity that would own the rights to certain non-core pharmaceutical products.

        Other than as set forth above, there is no negotiation in response to the Offer that relates to a tender offer for, or other acquisition of, Aventis' securities, a merger, reorganization or liquidation of Aventis or its subsidiaries, any purchase, sale or transfer of a material amount of assets of Aventis or its subsidiaries, or any material change in the present dividend rate or policy or indebtedness or capitalization of Aventis or any transaction, board resolution, agreement in principle or signed contract in respect thereof.

        There can be no assurance that any of the negotiations described above or consideration of the alternatives described above will result in any transaction being recommended to the Supervisory Board, or that any transaction that may be recommended will be authorized or consummated, or that a transaction other than those described herein will not be proposed, authorized or consummated. The initiation or continuation of any of the foregoing may also be dependent upon the future actions of Sanofi with respect to its Offer.

ITEM 8.    ADDITIONAL INFORMATION TO BE FURNISHED.

(a)    Legal Matters

        The information set forth in Item 3(b) is incorporated herein by reference.

(b)    Regulatory Matters

        U.S. Antitrust.    Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations that have been promulgated thereunder, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the United States Department of Justice (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The acquisition of the Ordinary Shares and ADSs by Sanofi pursuant to the Offer is subject to such requirements. The staff of the FTC has confirmed to Aventis that the FTC will be the agency reviewing the proposed transaction.

        Aventis has been informed by the FTC that Sanofi filed its Notification and Report Form under the HSR Act (the "Form") with the Antitrust Division and the FTC on April 5, 2004. Aventis must make a responsive filing no later than 5:00 p.m. (Eastern Time) on April 20, 2004. The statutory waiting period applicable to the purchase of Ordinary Shares and ADSs pursuant to the Offer will expire on May 5, 2004 if no second request is made by the FTC within such period or Sanofi withdraws its filing.

        If such second request is made, the waiting period will expire on the 30th calendar day after Sanofi has substantially complied with this request. After that time, the waiting period may be extended only by court order or with the consent of Sanofi. If Sanofi withdraws its filing, the applicable waiting period will be determined when Sanofi re-files its Notification and Report Form.

38

        Under applicable French regulations, Sanofi has elected to condition its French offer on the absence of a second request issued by the FTC. If the French offer lapses for this reason, Sanofi has indicated that it will withdraw the U.S. offer and the German offer.

        If the FTC believes that the share exchange would violate U.S. antitrust laws by substantially lessening competition or tending to create a monopoly in any line of commerce or activity affecting commerce in any section of the U.S., the FTC has the authority to take such action as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Aventis securities pursuant to the U.S. offer, the French offer and the German offer or requiring the divestiture of substantial assets of Sanofi or Aventis or their respective subsidiaries. Private parties as well as state attorneys general may also bring legal actions under U.S. antitrust laws under certain circumstances.

        Sanofi indicated at the time of the announcement of the Offer that it has started the process of divesting two drugs, Arixtra® and Fraxiparine®, with a view to avoiding a dominant position in the field of antithrombotic treatments in which the combined entity would have significant market share due to the competitive position of Aventis' drug, Lovenox®. On April 13, 2004, Sanofi announced that it had signed an agreement to sell Arixtra®, Fraxiparine® and related assets to GlaxoSmithKline Group for 453 million euros. The closing of the transaction is conditioned on Sanofi successfully completing its offer for Aventis as well as on obtaining the requisite clearances from the EU and U.S. competition authorities.

        European Community Merger Control Regulation.    Under Council Regulation (EC) No. 4064/89 ("ECMR"), certain transactions may not be consummated before approval has been obtained from the European Commission. The ECMR permits a bidder in the context of a public bid to acquire the shares that are the subject of the bid once it has filed a Form CO under the ECMR, but prevents it from exercising the rights (including all voting rights) attached thereto until the European Commission has approved the transaction or has granted an express derogation from this rule. The European Commission's initial investigation lasts one month from the date a complete notification form has been submitted by the bidder (a period that is extended to six weeks if remedies are offered to address any concerns raised by the European Commission). After the initial one month/six weeks, the European Commission can either approve the transaction or initiate proceedings, which can last up to an additional four months. None of Sanofi's offers are conditioned upon such approval. On March 9, 2004, Sanofi formally filed its notification pursuant to the ECMR. Ordinarily, the one month Phase I review period would expire on April 15, 2004. However, because Sanofi has submitted remedial undertakings to the European Commission, the deadline for expiry of the Phase I review period has been extended to April 26, 2004.

        Competition Laws of Other Jurisdictions.    Both Sanofi and Aventis have assets and sales in numerous jurisdictions throughout the world other than the European Union and the United States. Many of those jurisdictions have antitrust or competition laws that could require that notifications be filed and clearances obtained prior to completion of the proposed transaction. Other jurisdictions require filings following completion of the transaction. Filings will be required in those jurisdictions. None of Sanofi's offers are conditioned on the receipt of regulatory approvals (other than with respect to the HSR Act). As a consequence, Sanofi could be required under French law to consummate the Offer if the other conditions thereto are fulfilled even if it has not received a required regulatory approval and thereby contravene prohibitions of such other jurisdictions, which could have a material adverse impact on Sanofi or the proposed combined company.

        In addition to such procedural problems, Sanofi could be required to make concessions regarding the divestiture of products and other assets in order to obtain regulatory approvals. This could have a material adverse impact on Sanofi or the proposed combined company.

39

        Other.    Additional filings and communications may be necessary with various governmental entities in various jurisdictions. Sanofi's Offer is not conditioned on the receipt of any such regulatory approval. It is possible that any of the governmental entities with which filings are made may seek, as conditions for granting approval of the Offer, various regulatory concessions. Sanofi could be required under French law to consummate the Offer if the other conditions thereto are fulfilled even if it has not received a required regulatory approval and thereby contravene prohibitions of such other jurisdictions, which could have a material adverse impact on Sanofi or the proposed combined company. In addition to such procedural aspects, Sanofi could be required to make concessions regarding the divestiture of products and other assets in order to obtain regulatory approvals. This could have a material adverse impact on Sanofi or the proposed combined company.

40

ITEM 9.    EXHIBITS.

Exhibit No.
(a)(1)	Letter to Aventis shareholders dated April 16, 2004.
(a)(2)(i)	Press release issued by Aventis on January 26, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on January 26, 2004).
(a)(2)(ii)	Transcript of Igor Landau telephone conference comments, dated January 27, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on January 27, 2004).
(a)(2)(iii)	Letter of Igor Landau to employees, dated January 27, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on January 27, 2004).
(a)(2)(iv)	Press release issued by Aventis on January 28, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on January 28, 2004).
(a)(2)(v)	Press release issued by Aventis on February 5, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on February 5, 2004).
(a)(2)(vi)	Transcript from the Aventis 2003 Year End Results Meeting held on February 5, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on February 6, 2004).
(a)(2)(vii)	Presentation made by Aventis on February 5, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on February 6, 2004).
(a)(2)(viii)	Press release issued by Aventis on February 13, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on February 13, 2004).
(a)(2)(ix)	Press release issued by Aventis on February 17, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on February 17, 2004).
(a)(2)(x)	English translation of the French "Note d'Information en réponse" of Aventis (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on March 5, 2004).
(a)(2)(xi)	Press release issued by Aventis on March 5, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on March 5, 2004).
(a)(2)(xii)	Presentation made by Aventis on March 5, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on March 5, 2004).
(a)(2)(xiii)	Transcript of a presentation and Q&A session by Aventis on March 5, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on March 5, 2004).
(a)(2)(xiv)	Advertisements published on behalf of Aventis in various newspapers (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on March 10, 2004).
(a)(2)(xv)	Advertisements made available on the internal and external website of Aventis (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on March 11, 2004).
(a)(2)(xvi)	Letter from Aventis' management board made available on March 12, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on March 12, 2004).
(a)(2)(xvii)	Opinion of Patterson, Belknap, Webb & Tyler LLP dated March 9, 2004 regarding Sanofi Plavix litigation (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on March 25, 2004).

41

(a)(2)(xviii)	Transcript of Aventis conference call on Plavix litigation, dated March 26, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on March 29, 2004).
(a)(2)(xix)	Press release issued by Aventis on April 2, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on April 2, 2004).
(a)(2)(xx)	Presentation made by Aventis on April 4, 2004 (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on April 5, 2004).
(a)(2)(xxi)	Interview with Igor Landau made available on the internal website of Aventis (incorporated by reference to Aventis' Schedule 14D-9 filed with the SEC on April 5, 2004).
(a)(5)	Notice of the Annual General Meeting of shareholders of Aventis.
(e)(1)	Employment Agreement dated November 1, 1975, between Rhône-Poulenc-Santé and Igor Landau (including amendments thereto dated April 2, 1987, May 7, 1991 and July 26, 1996).
(e)(2)	Letter Agreement dated October 26, 1998, between Rhône Poulenc and Patrick Langlois (including an amendment thereto dated January 22, 2004 and an extract from the Nomination and Compensation Committee's Minutes dated December 1, 2003).
(e)(3)	Letter Agreement dated October 1, 1999, between Hoechst AG and Richard Markham, Letter Agreement dated February 28, 2002, between Aventis and Richard Markham, and Letter dated May 13, 2002, from Richard Markham to Aventis.
(e)(4)	Letter Agreement dated October 23, 2002, between Aventis Group and Thierry Soursac.
(e)(5)	Service Agreement dated February 7, 2003, between Aventis Pharma Germany GmbH and Heinz-Werner Meier.
(e)(6)	Agreement dated April 22, 2003, between Hoechst AG and Dirk Oldenburg.
(e)(7)	Letter Agreement dated July 22, 2002, between Aventis Group and Frank Douglas.
(e)(8)	Aventis Inc. Supplemental Executive Retirement Plan (effective as of February 4, 2003).
(e)(9)	Rhône Poulenc Rorer Inc. Supplemental Executive Retirement Plan (effective as of September 7, 1997).
(e)(10)	Aventis Pharmaceuticals Inc. Supplemental Retirement Plan (effective as of January 1, 1991).
(e)(11)	Form of the letter regarding "Global Umbrella Group Insurance (GUGI) for Aventis Senior Executives".
(e)(12)	Rhône Poulenc Rorer Inc. 1995 Equity Compensation Plan (amended and restated effective November 1, 1996).
(e)(13)	Rhône-Poulenc 1998 Stock Options Plan.
(e)(14)	Rhône-Poulenc 1999 Stock Options Plan.
(e)(15)	Aventis Stock Option Continuity Plan 1999.
(e)(16)	Description of the Aventis 1999/2000 Stock Option Plan (incorporated by reference to Exhibit 4.2 to Aventis' Registration Statement on Form S-8 filed with the SEC on October 2, 2000).
(e)(17)	Rules and Regulations for the Aventis 2000 Stock Option Plan (incorporated by reference to Exhibit 4.2 to Aventis' Registration Statement on Form S-8 filed with the SEC on January 29, 2001).

42

(e)(18)	Rules and Regulations for the Aventis Stock Option Plan 2001 (incorporated by reference to Exhibit 4.2 to Aventis' Registration Statement on Form S-8 filed with the SEC on December 24, 2001).
(e)(19)	Rules and Regulations for the Aventis Stock Option Plan 2002 (incorporated by reference to Exhibit 4.2 to Aventis' Registration Statement on Form S-8 filed with the SEC on December 23, 2002).
(e)(20)	Rules and Regulations for the Aventis Stock Option Plan 2003 (incorporated by reference to Exhibit 4.2 to Aventis' Registration Statement on Form S-8 filed with the SEC on January 21, 2004).
(e)(21)	Description of the Aventis HORIZON 2000 Stock Purchase Plan (incorporated by reference to Exhibit 4.2 to Aventis' Registration Statement on Form S-8 filed with the SEC on October 2, 2000).
(e)(22)	Description of the Aventis HORIZON 2002 Stock Purchase Plan (incorporated by reference to Exhibit 4.2 to Aventis' Registration Statement on Form S-8 filed with the SEC on June 11, 2002).
(e)(23)	Description of the Aventis HORIZON 2003 Stock Purchase Plan (incorporated by reference to Exhibit 4.2 to Aventis' Registration Statement on Form S-8 filed with the SEC on September 24, 2003).

43

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 16, 2004

	AVENTIS
By:	/s/  IGOR LANDAU
Name:	Igor Landau
Title:	Chairman of the Management Board

44

QuickLinks

TABLE OF CONTENTS
INTRODUCTION
Expected annual variation in sales and net earnings per share, 2004-2007 (1)
Current Blockbuster Group Portfolio
The Group's portfolio of new blockbusters scheduled for launch in the next few years
Aventis' 2003 price earnings ratio vs. sample of comparable listed companies
Geographic breakdown of the combined workforce
Compared Projected rates of sales growth
SIGNATURE

EX-99.(A)(1)

Exhibit (a)(1)

April 16, 2004

Dear Aventis Shareholder:

On April 12, 2004, Sanofi-Synthélabo SA filed its Schedule TO with the SEC regarding its hostile offer for Aventis. The Supervisory Board of Aventis SA unanimously recommends that you reject Sanofi-Synthélabo's exchange offer.

        After consultation with its independent financial advisors, Goldman Sachs International, Morgan Stanley & Co. Limited and Rothschild & Cie Banque, the Aventis Supervisory Board concluded unanimously that Sanofi-Synthélabo's unsolicited offer is clearly inadequate from a financial standpoint. In addition, the Supervisory Board determined that the offer, which is predominately in the form of Sanofi shares, carries significant risks and entails important social costs with limited benefits for Aventis.

THE AVENTIS SUPERVISORY BOARD, THEREFORE, RECOMMENDS THAT YOU NOT TENDER YOUR SHARES TO SANOFI-SYNTHELABO.

        The enclosed Schedule 14D-9 contains a detailed description of the reasons for your Supervisory Board's recommendation and the factors considered by the Supervisory Board. We urge you to read the Schedule 14D-9 carefully in its entirety so that you will be fully informed as to your Supervisory Board's recommendation.

        The Supervisory Board is committed to ensuring that value for Aventis shareholders is maximized, and has taken a number of actions in this respect.

Novartis

On January 28, 2004, the Aventis Supervisory Board directed the Aventis Management Board to study all alternatives to the Sanofi-Synthélabo that would offer a stronger and more advantageous industrial, social and financial rationales from the perspective of Aventis shareholders and employees. In accordance with this mandate, Aventis management and advisors met with the management and advisors of Novartis AG, a Swiss pharmaceutical company, to explore the feasibility of a combination between Novartis and Aventis. On March 23, 2004, Novartis announced that it had completed its feasibility study and that a business case for a combination was viable. However, Novartis also announced that it would only enter into negotiations with Aventis concerning a business combination if it were formally invited to do so by the Aventis Supervisory Board and if the French government adopted a neutral position regarding an Aventis-Novartis combination.

At the April 2, 2004, meeting of the Supervisory Board, the Supervisory Board invited Novartis to enter into negotiations concerning a potential combination. Since that meeting, Aventis has been working to allay any concerns that the French or German governments may have concerning a combination between Aventis and Novartis. Aventis continues in its efforts to ensure the neutral position of the French government as Aventis looks out for the interests of its shareholders and employees.

Protection against Plavix® Risk

The Supervisory Board has also taken a number of other steps to protect Aventis shareholders in the face of Sanofi-Synthélabo's hostile bid. These include proposing to Aventis shareholders several resolutions—

described in more detail in the enclosed Schedule 14D-9—that provide for the issuance of warrants to protect shareholders against the risk that U.S. patent protection on one of Sanofi-Synthélabo's key products, Plavix®, is lost.

        Alongside these specific actions, the business of Aventis has progressed well in the first quarter of 2004. Since the launch of Sanofi-Synthélabo's hostile offer we have made significant achievements with several of our marketed and pipeline products.

        We therefore continue to believe that there is far greater value ahead for Aventis than as proposed in combination with Sanofi-Synthélabo.

Under the terms of its offer, Sanofi-Synthélabo cannot accept or pay for any Aventis shares or ADSs before 5:00 P.M., New York City time, on May 28, 2004. Accordingly, you need not take any action at this time.

        We greatly appreciate your continued support

Sincerely,

Igor Landau
Chairman of the Management Board

If you have any questions, please call our Information Agent,
Innisfree M&A Incorporated, at:

+1-877-687-1871 (Toll-free from the U.S. and Canada)
+1-646-822-7436 (Call collect from all other countries)

+1-212-750-5833 (Banks and brokers call collect)

2

EX-99.(A)(5)

Exhibit (a)(5)

Notice of meeting

Annual General Meeting

of Shareholders

(Ordinary and Extraordinary)

on May 19, 2004*

at 10:00 a.m.

at the Palais des Congrès,

Auditorium Erasme

Place de Bordeaux,

67000 Strasbourg

* In accordance with the requirements of French Law, Aventis will hold an Ordinary and Extraordinary General Meeting of Shareholders on May 11, 2004 at 10:00 a.m. at its headquarters, 16, avenue de l’Europe - 67300 Schiltigheim or, in the likely event that the quorum requirement is not met on that date, on Wednesday, May 19, 2004

Life can’t wait.

Table of contents

Instructions for participating in the Meeting	4
Procedure for attending the Meeting	5
Management & Supervision of the Company	6
Auditors and Statutory Auditors	7
The Shareholders’ Committee	7
Brief summary	8
Key Figures of the Company over the last five fiscal years	13
Agenda	14
Draft resolutions	15
Request for documents and additional information	29

This document is a translation of the French document D-133 ‘‘Notice of meeting’’ and is being furnished for information purposes only.

Dear Shareholder,

The Annual General Meeting of Shareholders of Aventis is an excellent opportunity for us to come together to present and explain to you the annual results, the performance, and the current business activities of your Company.

We sincerely hope you will be able to attend the:

Annual General Meeting of Shareholders

(Ordinary and Extraordinary)

on Wednesday, May 19, 2004*

at 10:00 a.m.

at the Palais des Congrès · Auditorium Erasme

Place de Bordeaux · 67000 Strasbourg · France

Shareholders or their representatives may arrive starting at 9:00 a.m.

A reception will be held after the Meeting.

If you are unable to attend in person, you may:

• Either vote by post;

• Or authorize the Chairman of the Meeting to vote on your behalf;

• Or be represented by your spouse or by another shareholder.

For those unable to attend, the Annual General Meeting of Shareholders will be broadcast live on the Internet (www.aventis.com/ir). You will also be able to view the highlights after the event online.

Sincerely,

The Management Board

*In accordance with the requirements of French law, Aventis will hold an Ordinary and Extraordinary General Meeting of Shareholders on May 11, 2004 at 10:00 a.m. at its headquarters, 16, avenue de l’Europe - 67300 Schiltigheim or, in the likely event that the quorum requirement is not met on that date, on Wednesday, May 19, 2004.

Instructions for participating in the Meeting

To participate in the meeting, you simply need to fill out the form for voting by post or by proxy (stating the number of shares held in your account), which enables you to choose between 4 means of participation:

• to attend the Annual General Meeting in person

On this document, put an “X” next to

the ‘‘A’’ box that says “I wish to attend this

Meeting and would like to receive an

admission card”.

• to vote by post

Put an “X” in the appropriate box and sign the form after, if necessary, putting an “X” in each of the boxes next to the resolutions you do not approve.

• to give the Chairman authority to vote

on your behalf

Simply date and sign the bottom of the form.

The shareholder must date and sign the form. Each shareholder must sign in the case of joint ownership.

• to be represented by your spouse or by another shareholder (person or institution) Put an “X” in the appropriate box and

give the full name of your representative.

Procedure for attending the Meeting

Formalities to Complete Prior to Attending the Annual General Meeting:

To attend this Meeting in person, to vote by proxy or by post, you must provide evidence that you are a shareholder. You must therefore:

• for your registered shares, be registered in a personal account at least two days prior to the date of the Meeting;

• for your bearer shares, obtain a certificate issued by the intermediary managing your share account indicating that your shares are “blocked”, at least two days prior to the date of the Meeting.

Procedure for attending the Meeting:

If you wish to attend the Meeting in person:

You must apply for an admission card, which is required for entry and voting at the Meeting:

• by putting an “X” in the box on the attached form: “I wish to attend this Meeting and would like to receive an admission card”;

• by returning it as soon as possible in the enclosed envelope:

                — If your shares are registered shares:

to Société Générale - Service Relations Sociétés Émettrices

Assemblées Générales - BP 81236 - 44312 Nantes Cedex 3 - - France;

                — If your shares are bearer shares:

to the intermediary managing your share account.

If you do not wish to attend the Meeting:

The form enclosed with this document (on the back of the “how to apply” instructions) offers you the choice of three options:

• to vote by post, resolution by resolution;

• to give the Chairman of the Meeting authority to vote on your behalf: he will then vote on your behalf in favor of the adoption of the draft resolutions presented or approved by the Management Board and against the adoption of other resolutions;

• to be represented by your spouse or another shareholder, whether a person or institution.

Simply fill in and sign the form for voting by post or by proxy and return it in the enclosed envelope:

                — If your shares are registered shares:

to Société Générale - Service Relations Sociétés Émettrices

Assemblées Générales - BP 81236 - 44312 Nantes Cedex 3 - - France;

                — If your shares are bearer shares:

to the intermediary managing your share account.

Administration, management & control

The Supervisory Board

The Supervisory Board is composed of 16 members: (*)

Jürgen Dormann	5 840
Chairman
Chairman & CEO of ABB Ltd
Jean-René Fourtou	6 199
Vice-Chairman
Chairman & CEO of Vivendi Universal
Joachim Betz	118
Representative of employee’s interests
Werner Bischoff	200
Representative of employee’s interests
Jean-Marc Bruel	6 478
Chairman of the Villette — Entreprise Foundation.
Alain Dorbais	10
Representative of employee’s interests
Martin Frühauf	542
Attorney at Law
Serge Kampf	2 100
Chairman & CEO of Cap Gemini S.A.
Hubert Markl	100
Professor of Biology
Günter Metz	2 026
Chairman of the Supervisory Board of
Celanese AG
Christian Neveu	43
Representative of employee’s interests
Didier Pineau-Valencienne	12 800
Honorary Chairman of Schneider Electric S.A.
Seham Razzouqi	200

Managing Director Finance, Administration & International relations of Kuwait Petroleum Corporation

Michel Renault	100
Chairman of the Executive Committee of the Groupement des Cartes Bancaires
Hans-Jürgen Schinzler	1
Member of the Supervisory Board of the Münchener Rückversicherungs-Gesellschaft
Marc Viénot	2 520
Honorary Chairman of Société Générale

The Management Board

The Management Board is composed of 7 members: (*)

Igor Landau	10 403
Chairman
Patrick Langlois	22 107
Vice-Chairman & Chief Financial Officer
Richard Markham	300
Vice-Chairman & Chief Operating Officer
Frank Douglas	400
Member of the Management Board & Executive Vice-President
for Drug Innovation & Approval
Heinz-Werner Meier	130
Member of the Management Board & Executive Vice-President
for Human Resources
Dirk Oldenburg	425
Member of the Management Board & General Counsel
Thierry Soursac	271
Member of the Management Board & Executive Vice-President
for Commercial Operations

(*) Number of Aventis shares held individually

Auditors, Statutory Auditors

Statutory Auditors

PricewaterhouseCoopers Audit

RSM Salustro Reydel

Auditors

PricewaterhouseCoopers

Shareholders’ Committee

This advisory Committee, created in March 1994 and chaired by Patrick Langlois, Vice-Chairman of the Management Board, is composed of 12 members:

Jacques Begon

Veterinarian

Jella Benner-Heinacher

DSW Association

(Deutsche Schutzvereinigung für Wertpapierbesitz)

Arash Charifi

Asset Manager

Jacques Coutance

Physical Therapist

Hermann Hadtstein

Company Director

Reinhild Keitel

SDK Association

(Schutzgemeinschaft der Kapitalanleger — Die Aktionärsvereinigung)

Viviane Neiter

APAI Association (Association pour la Protection

des Actionnaires Individuels)

Colette Neuville

ADAM Association

(Association de Défense des Actionnaires Minoritaires)

René Pernolet

University Professor

Nicole Sablong

University Professor

Dominique Troublé

ASAVE Association

(Association des Actionnaires Salariés d’Aventis)

George T. Yates

Attorney at Law

Brief summary

2003 results: Aventis delivers solid core business

Sales rise 5.9% on a constant exchange rate (or “activity basis”) to € 16.791 billion (reported sales declined by 4.5%)

• Strategic brands and human vaccines sales rise 17.0% on an activity basis

• U.S. sales increase 11.1% on an activity basis to € 6.375 billion, representing 38% of core sales

• Net income up 17.5% to € 2.444 billion and earnings per share rise 18.6% to € 3.11

• Five new products submitted for approval

• Four new product launches expected in 2004

Robust pipeline with 94 new chemical entities and vaccines in development

• Aventis intends to divest non-strategic products representing € 1.5 billion in sales

• Aventis plans new share repurchase program of € 2 to 3 billion

• Aventis targets 2004 sales growth of 6 to 7% on an activity basis and mid-teens EPS growth

• Aventis targets 2005-2007 average sales growth of 10 to 11% on an activity basis

“In 2003, Aventis delivered strong earnings growth for the fourth consecutive year and built a solid platform for future growth.  In 2004, Aventis should generate sales growth of 6 to 7% with earnings per share growing in the mid-teens.”

“Sales growth should accelerate post 2004 due to the launch of several new products:  Ketek in the US, plus Genasense,  Apidra and Sculptra in 2004, followed by Menactra, Alvesco, Adacel and Exubera. In parallel, sales growth should also be enhanced by the disposal of a significant part of the “non-strategic” products representing sales of up to € 1.5 billion. As a result, sales between 2005 and 2007 are expected to grow 10 to 11% annually. During the same period, earnings per share should grow by 13 to 15% as a result of our sales growth, continuous productivity improvement measures and the implementation of a new share buyback program of € 2 to 3 billion in 2004 and 2005”, Landau concluded.

1-Consolidated Results

Consolidated and Audited

Group Results

Group net income was € 1.901 billion in 2003 compared to € 2.091 billion in 2002, which included the net gain related to those divestments.

Aventis consolidated group sales were € 17.815 billion in 2003 compared to € 20.622 billion in 2002. The 2002 sales figure included contributions from Aventis CropScience and Aventis Animal Nutrition, which were divested during the first half of 2002.

Consolidated earnings per share (EPS) in 2003 were € 2.42 compared to € 2.64.

Aventis : Consolidated income statement 2003 (1)

(in million E)

	2003		2002
Net sales	17,815		20,622
Gross margin (as% of sales)	69.80	%	68.10	%
Operating income	3,671		2,829
Equity in earnings of affiliated companies	(107	)	51
Income (loss) before taxes and minority interests	2,912		3,692
Net income (loss)	1,901		2,091
Average number of shares outstanding (in million)	786		793
Basic earnings (loss) per share in €	2.42		2.64
EBITA (2)	4,044		3,901

(1) Audited

(2) Operating income (loss) before goodwill amortization + equity in earnings of affiliated companies

CONSOLIDATED CORE BUSINESS OVERVIEW

Sales of the core business rose 5.9% to € 16.791 billion — excluding currency translation effects “activity basis”), while reported core business sales fell 4.5%, as changes in the valuation of foreign currencies relative to the euro led to a 10.4 percentage point decline in full-year sales.

Net income rose 17.5% to € 2.444 billionin 2003 from € 2.081 billion in 2002.

Earnings per share (EPS) rose 18.6% to € 3.11 in 2003 from € 2.62 despite the continuing impact of adverse exchange rate developments.

(Core business includes prescription drugs, human vaccines, the 50% equity interest in the animal health joint venture Merial and corporate activities).

Aventis Core business : consolidated income statement 2003 (1)

(in million E)

	2003		2002		%
Net sales	16,791		17,591		- 4,5%	(2)
Gross margin (as% of sales)	73.70	%	74.10	%
Operating income (loss)	3,920		3,754		+ 4	%
Equity in earnings of affiliated companies	195		208		- 6	%
Income (loss) before taxes and minority interests	3,893		3,481		+ 12	%
Net income	2,444		2,081		+ 17	%
Average number of shares outstanding (in million)	786		793
Basic earnings (loss) per share in €	3.11		2.62		+ 19	%
EBITA (3)	4,595		4,505		+ 2	%

(1) Unaudited

(2) On a comparative basis +5.9%

(3) Operating income (loss) before goodwill amortization + equity in earnings of affiliated companies  

Note: unless otherwise stated, all references below to sales activity growth are on a constant exchange rate basis 

Sales of strategic brands and human vaccines in 2003 amounted to € 10.851 billion, an activity increase of 17.0% from 2002, and accounted for 64.6% of total core business sales. Strategic brand sales activity rose 17.1% to € 9.230 billion in 2003, while human vaccines sales activity increased 16.6% to € 1.621 billion.

Sales activity of U.S.-based dermatology business Dermik, which focuses on treatments for a wide range of skin and nail problems including acne and psoriasis, rose 15.0% to € 377 million in 2003, accounting for 2.2% of total core business sales.

Bulk and toll manufacturing, which includes the production of active pharmaceutical ingredients for third parties, reported a sales activity decrease of 20.1% to € 564 million in 2003.

Sales activity of other products, which generally do not receive marketing and promotional support, fell 10.6% in 2003, due mainly to the ongoing negative impact of changes in European government healthcare policies that include cost-containment measures.

In the United States, core business sales activity rose 11.1% to € 6.375 billion in 2003. The U.S. accounted for 38% of total 2003 core business sales. Strategic brands and vaccines accounted for 87% of total U.S. core business sales in 2003.

In France, full-year sales activity fell 4.7% to € 2.187 billion. Sales of strategic brands failed to offset the impact of the various measures implemented in 2003 by the French authorities to curb healthcare spending.  Selected sales of aventis strategic brands and human vaccines (1)

(in million E)

Full year 2003	Full year 2002	Activity variance (2)
1,736	2,030	1.1%	Allegra/Telfast global sales
1,445	1,730	-0.1%	U.S. sales
1,659	1,563	21.3%	Lovenox/Clexane global sales
1,022	1,013	20.7%	U.S. sales
1,362	1,261	22.5%	Taxotere global sales
733	701	25.0%	U.S. sales
1,066	923	20.6%	Delix/Tritace/Triatec global sales
			(Not sold by Aventis in the U.S.)
487	299	87.1%	Lantus global sales
347	239	73.4%	U.S. sales
115	52	135.2%	Ketek global sales
			(Not yet sold by Aventis in the U.S.)
766	539	70.1%	Actonel  total Alliance sales (3)
194	117	81.4%	Actonel sales consolidated by Aventis (4))
1,621	1,580	16.6%	Human vaccines sales consolidated by Aventis (5)
987	972	21.5%	U.S. sales

(1) Unaudited

(2) Excluding currency translation effects

(3) Cooperation with Procter & Gamble

(4) Actonel sales as consolidated by Aventis including sales in Japan

(5) Vaccines sales in Europe through the Aventis Pasteur MSD joint venture are not consolidated by Aventis N.S.: Not significant

In the rest of Europe, all countries in the region recorded steady-to- higher sales, particularly the United Kingdom and the Nordic region, as sales activity rose 8.6% to € 2.395 billion in 2003. Sales activity of strategic brands in this group of countries rose 24.2% to € 1.547 billion for the full year.

In Japan, full-year sales activity advanced 1.5% to € 847 million. Aventis launched Lantus and the antibiotic Ketek in December after receiving regulatory approval, while sales of the osteoporosis treatment Actonel as well as Allegra and Taxotere helped to offset lower sales in the rest of the portfolio in 2003. 

Aventis completes five new product submissions in 2003

Aventis submitted five new products for approval in 2003:

• Apidra (insulin glulisine) is a fast-acting insulin for the treatment of diabetes that was submitted for U.S. and EU regulatory approval in mid-2003. Following approval, Apidra will complement the long-acting insulin Lantus as an adjunctive solution for diabetics needing intensive insulin therapy and broaden the Aventis range of diabetes products.

• Alvesco (ciclesonide), an inhaled corticosteroid for the treatment of asthma, was submitted for U.S. approval in December 2003. Aventis, which is co-developing this compound with Altana Pharma for use in both adults and children, believes Alvesco will offer excellent efficacy and improved safety compared to existing medications for the treatment of asthma, especially in children, which account for one-third of the estimated 20 million people in the U.S. suffering from asthma. 

• Genasense (oblimersen sodium) is the first targeted agent specific to Bcl-2, a critical protein in the pathway of cell death (apoptosis). Submission for U.S. approval was completed in December 2003 for the treatment of malignant melanoma in combination with the anti-cancer agent dacarbazine. The application was submitted under the FDA’s Fast Track program, which is designed to expedite review of new drugs that address important unmet medical needs. Aventis and partner Genta have requested designation of Genasense for Priority Review.

• Menactra, the first quadrivalent conjugate vaccine for the prevention of meningococcal meningitis (four serogroups), was submitted for U.S. regulatory approval in December 2003 for use in children aged 11 and older as well as adults. A submission for use in children aged two to 11 in the U.S. is also planned, while a submission for ages two to 55 in the EU is planned for 2004. Menactra is expected to offer a longer-lasting immune response against meningococcal meningitis, considered the most deadly form of the three main types of meningitis. 

In December 2003, Dermik submitted a Premarket Approval Application (PMA) to the U.S. Food and Drug Administration (FDA) for a treatment in the aesthetic dermatology arena. Sculptra is an injectable poly-L-lactic acid and was acquired in early 2003 from Biotech Industry S.A. of Luxembourg, which developed the product under the name New-Fill. The FDA has accepted the filing and has also granted an expedited review.

 
Sculptra is a dermal contouring agent that provides lift to help restore lost facial volume in people with lipoatrophy. Lipoatrophy is typically  characterized by the loss of fullness, shape, and contour in the face. 

Aventis currently has 94 new chemical entities and vaccines in development

Aventis has moved four compounds in to late-stage development: 100,907, a compound targeted to improve the quality of sleep; teriflunomide for the treatment of multiple sclerosis; a direct Factor Xa inhibitor (0673) for the treatment of acute coronary syndromes; and a new taxoid (109,881) for the treatment of cancer. The development of the cancer compound flavopiridol has been terminated. In addition to its four existing blockbusters, Aventis expects to add up to 10 potential new blockbusters, which are either launched or in late-stage development. 

New share repurchase program of € 2 to 3 Billion

In 2003, Aventis repurchased 15.9 million of its shares, or 2% of the trading volume, including approximately 2.7 million shares during the fourth quarter. At the end of the year, Aventis held approximately 22.8 million of its own shares, representing 2.8% of the company’s share capital of 802,292,807 shares. Aventis also intends to launch a new share repurchase program in 2004 of € 2 to 3 billion. 

2. Statutory accounts of Aventis: Income Statement 

Under “Financial Results” a gain of € 564 million was recorded in 2003. This gain consisted primarily in:

• dividends from equity shareholdings in the amount of € 663 million, a decrease of € 36 million, compared to 2002.

• net foreign exchange gains in the amount of € 256 million, compared with net gains of € 409 million in 2002.

• less:

- net interest expense of € 183 million, a decrease of € 139 million,

- net charges to provisions for impairment of € 142 million, of which € 157 million for the investment in Rhodia. 

“Net other Operating Income (Expenses)” showed net income of € 84 million, compared with net income of € 57 million to 2002.

“Non recurring Income (Loss)” showed a net income of € 51 million compared with net pass of € 1 million in the previous year.

“Net Income from the Group Tax Regime” showed net income of € 148 million in 2003, compared with

€ 482 million in 2002 (part of the worldwide tax consolidation regime).

Aventis recorded a net income of € 847 million in 2003. 

Dividend

Based on the financial results of 2003, the Management Board will propose to the Annual General Meeting of Shareholders on May 19, 2004, a dividend of € 0.82 per share to shareholders of record as of May 25, 2004. The total dividend payment, which is scheduled for distribution on June 25, 2004, would be approximately € 658 million. 

Figures (and other characteristics items) of the Company over the last five financial years

(Articles 133, 135 et 148 of the Decree of 23 March 1967 concerning business Corporations)

Nature of the indications	2003	2002	2001	2000	1999
I. CAPITAL AT END OF FINANCIAL YEAR
Share capital (in thousands of euros from 25/01/1999)	3,064,758	3,053,993	3,039,275	3,002,059	2,978,896
Number of ordinary shares(1)	802,292,807	799,474,490	795,621,603	785,879,483	779,815,716
Number of equity options not exercised at 31 December(2)	261,971	95,385	_	_	_
Number of equity warrants not exercised at 31 December(3)	_	_	_	26,603,988	26,611,185
II. OPERATIONS AND FIGURES OF FINANCIAL YEAR
(thousands of euros)
Turnover before taxation	261,144	298,493	261,451	187,444	95,600
Earnings before tax, depreciation allowances and appropriations to reserve	729,933	1,355,611	394,219	958,447	238,658
Tax on profits(*)	67,785	3,721	834	12,537	9,383
Earnings after tax, depreciation allowances and appropriations to reserve	847,051	1,145,352	498,674	419,975	750,833
Distributed earnings:
- dividends		552,981	460,145	392,940	350,917
- deduction
III. EARNINGS PER SHARE in euro
Earnings after tax, before depreciation	0.83	1.69	0.49	1.20	0.29
allowances and appropriations to reserve
Earnings after tax, depreciation allowances	1.06	1.43	0.63	0.53	0.96
and appropriations to reserve
Dividend allocated to each ordinary share		0.70	0.58	0.50	0.45
(net amount)
IV. PERSONNEL
Average number of employees during financial year	228	183	185	178	176
Total wage bill (thousands of euros)	29,063	29,731	26,172	30,077	18,187
Total amount paid in welfare benefits during	22,071	16,582	12,401	15,189	10,819
financial year (Social Security, social work...)
(thousands of euros)

(1) Recapitulation of successive ordinary
(2) share issues which make up the capital	2003	2002	2001	2000	1999
Increase in capital reserved for employees	2,485,687	2,341,073	-	4,943,556	-
Increase in capital resulting from exercising equity options	332,630	1,511,814	886,514	1,117,812	2,047,798
Increase in capital through issue of “ABSA”	-	-	8,855,606	2,399	1,565
and from 1998 following exercising of warrants
Increase in capital resulting from public offer of exchange and “Hoechst AG” contribution in kind	-	-	-	-	405,856,579
(2) Issuing 2002 : at a price of 75.70 euros before April 1st.  2007 : 1	94 395	95,385	-	-	-
option = 1 share of 3.82 euros
Issuing 2003 : at a price of  45.64 euros before April 1st. 2008 :	167,576	-	-	-	-
1 option = 1 share of 3.82 euros

(3) Three warrants give the right to apply for an “A” ordinary share at a nominal value of 3.82 euros at the unit price of 46.19 euros between 4/11/1997 and 5/11/2001.

(*) Not including tax incidence.

Agenda

Ordinary Section

• Report by the Management Board

• Report of the Chairman of the Supervisory Board on actions taken by the Board and on Internal Control Procedures

• Report by the Supervisory Board

• General Report of the Auditors

• Special Report of the auditors on Internal Control Procedures

• Report on consolidated accounts by the Auditors

• Approval of the annual accounts for fiscal year 2003

• Approval of the consolidated accounts for fiscal year 2003

• Special Report by the Auditors pursuant to article L. 225-86 of the French Commercial Law

• Allocation of earnings — Setting of dividends payable

• Authorization for the purchase of Company shares

• Appointment of a new substitute Auditor

• Renewal of the mandate of 10 Supervisory Board Members

Extraordinary Section

• Report by the Management Board

• Report by the Supervisory Board

• Special Reports of the Auditors

• Amendment to Article 7 of the Articles of Association and By-Laws, in accordance with the provisions of Article L. 233-7 of the French Commercial Law

• Amendment to Article 11 of the Articles of Association and By-Laws

• Amendment to Article 13 of the Articles of Association and By-Laws

• Amendment to Article 16.5 of the Articles of Association and By-Laws

• Issuance of warrants (bons de souscription d’actions, hereinafter referred to as “BSA”s) to be granted free of charge to the Company’s shareholders

• Power of attorney

Draft of résolutions

ORDINARY SECTION

First resolution (Approval of the 2003 financial statements)

The General Meeting, having met the conditions required for Ordinary Meetings as to quorum and majority, and having been informed of the Management Board Report, the Supervisory Board Report, and the Auditors’ General Report for the fiscal year 2003, approves the Company’s financial statements and accounts for the year ended December 31, 2003 as presented, as well as the operations described in these accounts and/or mentioned in these reports, which show a net profit of € 847,051,268.13.

Second resolution (Approval of the 2003 consolidated financial statements)

The General Meeting, having met the conditions required for Ordinary Meetings as to quorum and majority, and having been informed of the Management Board Report, the Supervisory Board Report, and the Auditors’ Report on the consolidated financial statements for the fiscal year 2003, approves the consolidated financial statements and accounts for the year ended December 31, 2003 as presented, as well as the operations described in these accounts and/or mentioned in these reports, which show a net consolidated profit of € 1,901,270,000.

Third resolution (Allocation of earnings and approval of a dividend of € 0.82 for distribution to shareholders

The General Meeting, having met the conditions required for Ordinary Meetings as to quorum and majority:

• Decides upon the following allocation of earnings for the fiscal year	€ 847,051,268.13
• Allocation to the legal reserve (5%) of an amount of	€ 28,215,607.03
• Allocation to the special legal reserve of an amount of	€ 10,000.00
• Balance	€ 818,825,661.10
• Previous profits carried forward	€ 1,449,676,409.16
• Distributable profit	€ 2,268,502,070.26
• Dividend on the 802,292,807 shares, namely	€ 657,880,101.74
• Profits carried forward after allocation	€ 1,610,621,968.52

Thus each share shall be entitled to a net dividend of € 0.82, which under the conditions

specified in the prevailing regulations benefits from a refund for taxes (tax credit) already paid to the Trésor (French tax authority) amounting to € 0.41, bringing the aggregate income to € 1.23.

• Decides that the coupon be detached May 25, 2004 and that the dividend shall be paid, in euros, as of June 25, 2004. Should the company hold some of its own shares on this date, the amount of the dividend attributable to these shares shall be allocated to the profits carried

forward.

• Determines, moreover, that for the previous three fiscal years, the net dividends paid out, the taxes already paid to the Trésor (French tax authority) (tax credits) and the corresponding aggregate income, are, for each class of shares, as follows:

Fiscal Year	Net dividend Paid out	Tax already paid to the ‘‘Trésor’’ (French tax authority) (tax credit)	Aggregate income
2000	€  0.50	€  0.25	€   0.75
2001	€  0.58	€  0.29	€   0.87
2002	€  0.70	€  0.35	€   1.05

Fourth resolution (Approval of the agreements mentioned in the Auditors’ Special Report)

The General Meeting, having met the conditions required for Ordinary Meetings as to quorum and majority, and having been informed of the contents of the Auditors’ Special Report, hereby approves the agreements mentioned in this Report.

Fifth resolution (Authorization granted to engage in transactions involving shares of the Company: Maximum purchase price: € 100 - Minimum sale price: € 50)

The General Meeting, having met the conditions required for Ordinary Meetings as to quorum and majority, and having been informed of the Management Board’s Report and the information memorandum (note d’information) approved by the Autorité des marchés financiers (the French Securities and Exchange Commission), hereby authorizes the Management Board, in accordance with the provisions of Articles L. 225-209 to L. 225-212 of the French Commercial Law, to acquire on the market or outside the market and by any means, shares of the Company in a maximum amount of 80,229,280 shares representing 10% of the share capital of the Company measured as of the date of the present General Meeting, i.e., a maximum amount of € 8,022,928,000 at a purchase price of  € 100.

This authorization may be used in particular for:

• a) stabilizing the trading price of the Company’s stock, through systematic action against the general trend,

• b) buying and selling Company’s shares, in consideration of market conditions,

• c) granting shares to employees or directors and officers of the Company or its affiliates as defined in Article L. 225-180 of the French Commercial Law,

• d) holding such shares and, as the case may be, transferring them by any means, including by means of repeat option transactions, in particular via their sale in the stock market or over the counter, the sale of blocks of shares, in connection with public purchase, exchange or sale offerings, the purchase or the sale of buy or sell options,

• e) using such shares in any other appropriate manner to optimize the management of the stockholders’ equity of the Company and to effect transactions to further the external growth of the Company,

• f) cancelling the acquired shares.

The maximum purchase price shall not exceed € 100 and the minimum sale price shall

not fall below € 50. Should the authorization conferred in the third paragraph of the

afore-mentioned Article L. 225-209 of the French Commercial Law be used, the selling price will be determined in accordance with the legal provisions in force.

Consequently, the shareholders hereby grant full authority to the Management Board, which may delegate said authority at its discretion, to implement this stock repurchase program, and in particular the power to place all trading orders, to conclude all agreements with respect to the record-keeping requirements on buy and sell transactions, to file all required disclosures to any organizations, and to comply with all formal, legal and other requirements and, as a general matter, to take all appropriate measures in connection therewith.

The dividends payable in respect of such shares held by the Company for own account shall be appropriated to retained earnings.

This authorization replaces and cancels that granted by the shareholders at their General Meeting of April 17, 2003, and shall remain in force for a period of eighteen months.

Sixth resolution (Appointment of a new substitute Auditor)

The General Meeting, having met the conditions required for Ordinary Meetings as to quorum and majority, and having been informed of the Management Board Report, decides to appoint, as substitute Auditor, Mr. Yves Nicolas, 32 rue Guersant — 75017 Paris, to replace PricewaterhouseCoopers Audit, who became Statutory Auditor, for the remaining period of its mandate, until the close of the General Meeting convened to decide on the accounts for the

fiscal year 2005.

EXTRAORDINARY SECTION

Seventh resolution (Amendment to Article 7 of the Articles of Association and By-Laws)

The General Meeting, having met the conditions required for Extraordinary Meetings as to quorum and majority, and having been informed of the Management Board Report, resolves to change, as of today, in accordance with the new provisions of Article L. 233-7 of the French Commercial Law, Article 7 paragraph 1.a, 1.b. and 3 of the Articles of Association and By-Laws, relating to the period, which must be respected in order to declare the crossing of thresholds; period which is from now fixed within five trading days of exceeding such level.

Eighth resolution (Amendment to Article 11 of the Articles of Association and By-Laws — Management Board)

The General Meeting, having met the conditions required for Extraordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report, resolves to modify, as of today, Article 11 paragraph 2 of the Articles of Association and By-Laws as follows:

ARTICLE 11

“

Management Board

…………………….

The members of the Management Board shall be appointed for a period of three (3) years which shall finish at the end of the General Meeting called to approve the accounts for the year ended which is held in the year during which the duties of the said members expire.

………………….”

Ninth resolution (Amendment to Article 13 of the Articles of Association and By-Laws — Supervisory Board)

The General Meeting, having met the conditions required for Extraordinary Meetings as to

quorum and majority, and having been informed of the Management Board Report, resolves to modify, as of today, Article 13 paragraph 2 of the Articles of Association and By-Laws for any future appointment of members of the Supervisory Board, as follows:

ARTICLE 13

“

Supervisory Board

…………………….

The members of the Supervisory Board shall be appointed for a period of three (3) years which shall finish at the end of the General Meeting called to approve the accounts for the year ended which is held in the year during which the duties of the said members expire.

………………….”

Tenth resolution (Amendment to Article 16.5 of the Articles of Association and By-Laws)

The General Meeting, having met the conditions required for Extraordinary Meetings as to quorum and majority, and having been informed of the Management Board Report, resolves to modify, as of today, Article 16.5 of the Articles of Association and By-Laws, as follows:

“Each participant in the General Meeting has as many voting rights as shares he owns or represents.

Notwithstanding the provisions in the previous paragraph, no shareholder may cast, by himself and/or through an agent, with respect to the voting rights relating to shares held directly,

indirectly or as a result of an action in concert and with respect to the proxies he received, more than 15% of the voting rights relating to the total number of shares of the Company’s share capital.

For the purpose of the provisions of the above paragraph:

• the total number of voting rights taken into account shall be calculated on the date of the General Meeting and shall be communicated to the shareholders when the Meeting opens;

• the number of voting rights held directly or indirectly shall namely include those relating to shares a shareholder owns personally, to shares held by a legal entity he controls (control being defined as in Article L. 233-3 of the French Commercial Law) and to shares assimilated to shares owned, as defined in the provisions of Articles L. 233-7 et seq. of the French Commercial Law;

• the number of voting rights held as a result of an action in concert shall namely include those relating to shares held by one or several other shareholders with whom the shareholder is acting or deemed to act in concert as defined in Article L. 233-10 of the French Commercial Law;

• such limitations do not apply to the Chairman of the Meeting voting proxies sent to the Company without designation of an agent and which, taken individually, do not infringe the said limitations.

The limitations described above shall lapse (devenir caducs), without requiring a new decision of an Extraordinary Meeting of Shareholders, as soon as a natural person or legal entity, acting alone or in concert with one or more other natural persons or legal entities, owns at least half of the total number of the Company’s share capital as a result of a public offer for all of the Company’s shares.  The Management Board shall acknowledge such lapse and take the necessary steps to amend the Articles of Association and By-Laws accordingly.

The limitations provided herein shall have no effect on the calculation of the total number of voting rights relating to the Company’s shares that must be taken into account for the application of statutory or regulatory provisions or provisions contained in the Articles of Association and By-Laws and which provide for particular obligations depending on the number of voting rights in the Company or on the number of shares carrying voting rights.”

Eleventh resolution (Issuance of warrants (bons de souscription d’actions, hereinafter referred to as “BSA”s) to be granted free of charge to the Company’s shareholders)

The General Meeting, having met the conditions required for Extraordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Auditors’ Special Report:

1.  Decides to proceed, in compliance with Article L. 228-95 of the French Commercial Law, with the issuance of a maximum of 857,192,062 BSAs to be granted free of charge to the Company’s shareholders on the basis of one BSA per issued share as of the date of granting ;

2.  Decides that the BSAs be governed by the following terms and conditions:

• Granting of the BSAs: the BSAs will be granted free of charge to each shareholder (including the Company and its subsidiaries holding shares in the Company) whose shares are recorded in an account on the evening of the second trading day before the end of the tender period (clôture) of the public offer filed by Sanofi-Synthélabo on January 26, 2004 or any other public offer or improved offer subsequently filed by Sanofi-Synthélabo in furtherance of this offer and not recommended by the Supervisory Board of the Company.  The BSAs will be granted on the trading day before the end of the tender period of said offer. Unless otherwise provided in an agreement notified to the Company, in case of split of rights in the shares between ownership (nue-propriété) and usufruct (usufruit), the BSAs will be granted to the shareholders having the ownership of the shares;

• Form of the BSAs: the BSAs will be required to be held in registered form and, in accordance with Article L.211-4 of the French Monetary and Financial Law (Code monétaire et financier) and Decree N° 83-359 of May 2, 1983 relating to the rules governing securities, ownership rights will be represented by a record in an account held by Société Générale with respect to pure registered BSAs (nominatif pur), and in an account held by an approved financial intermediary and by Société Générale with respect to administered registered BSAs (nominatif administré);

• Transferability and listing of the BSAs:

(i) The right to be granted a BSA resulting from the adoption of this resolution is an individual right of shareholders and cannot be negotiated or transferred in any manner.

(ii) The BSAs will not be transferable until the date on which they become exercisable, at which point they will become freely transferable. Until such date, the BSAs may nonetheless be transferred upon death, community dissolution or universal transfer of property.

(iii) Notwithstanding (ii) above, upon resolution of a meeting of BSA holders called by the Company or a court appointed agent, at the request of one or more BSA holders holding more than 5% of the total number of existing BSAs, passing at the conditions of quorum and majority applicable to ordinary shareholders meetings (each BSA entitling its holder to one (1) vote), the BSAs will become immediately transferable at the earlier of the following two dates:

(x) November 30, 2005 and

(y) the date of a decision by the United States District Court for the Southern District of New York in one of the two pending disputes before the United States District Court for the Southern District of New York under reference “Sanofi-Synthélabo, Sanofi-Synthélabo Inc., and Bristol-Meyers Squibb Sanofi-Synthélabo Pharmaceuticals Holding Partnership v. Apotex Inc. and Apotex Corp., O2-CV-2255 (RWS)” and “Sanofi-Synthélabo , Sanofi-Synthélabo Inc., and Bristol-Meyers Squibb Sanofi-Synthélabo Pharmaceuticals Holding Partnership v. Dr. Reddy’s Laboratories Ltd., and Dr. Reddy’s Laboratories Inc., 02-CV-3672 (RWS)” dispositive of the issues submitted to the United States District Court for the Southern District of New York;

Without prejudice to the foregoing, notice periods and conditions for calling the meeting of BSA holders shall be those of general shareholders meetings of the Company.

(iv) After issuance of the BSAs, any holder which would, directly or indirectly and/or in

concert, cross upwards or downwards the threshold of 1% of the total number of BSAs existing or a multiple of such threshold shall be required to inform the Company within five (5) trading days as of such crossing; the Company shall ensure a publicity of this information in a financial journal of national distribution in France and in Germany and in a financial journal of international distribution in the English language;

(v) In addition, no step will be taken to have the BSAs listed on a French or foreign regulated market;

• Proportion and subscription price: each BSA will allow a shareholder to subscribe to 0.28 new share of the Company at a subscription price equal to the nominal value of the Company’s shares, i.e., 3.82 euros, to be paid wholly in cash or by offset with a debt which is certain, due and payable;

• Exercise conditions: without limiting the possibility of early exercise (see infra “early exercise conditions”), the BSAs can be exercised only if the two following conditions are met (the “Exercise Conditions”):

(i) Publication by the Autorité des marchés financiers of a notice (avis) declaring that the offer filed by Sanofi-Synthélabo for Aventis shares on January 26, 2004 or any other public offer or improved offer subsequently filed by Sanofi-Synthélabo in furtherance of this offer and not recommended by the Supervisory Board of the Company is successful;

(ii) On occurrence of one of the following three events:

(A) On or prior to December 31, 2007, any party other than Sanofi or any Authorized Third Party Sells in the United States the Plavix® product or a Plavix Equivalent and, within 30 days thereafter, Sanofi has not obtained an injunction (which remains in effect until after December 31, 2007) prohibiting such party from doing so; or

(B) On or prior to December 31, 2007, Sanofi enters into a license, assignment or other agreement of whatsoever nature (whether providing for immediate or deferred effect) that permits any party other than Sanofi or any Authorized Third Party to Sell in the United States the Plavix® product or a Plavix Equivalent; or

(C) On or prior to December 31, 2007, Sanofi pays, or agrees to pay at some future date or dates, any consideration in whatsoever form to any other party in settlement of any claim relating to U.S. Patent 4,847,265, including, without limitation, by way of Sanofi transferring or agreeing to transfer any right or interest (including copromotion rights) in any other compound or product (whether or not containing clopidogrel as an active ingredient).

For purposes of paragraphs (A), (B) and (C), (i) “Sanofi” means Sanofi-Synthélabo and/or Bristol-Myers-Squibb; (ii) “Authorized Third Party” means any distributor, retailer or consumer who purchases Plavix® from Sanofi-Synthélabo or Bristol-Myers-Squibb other than any generic manufacturer or parties controlled thereby; (iii) “Sell” means make, use, sell, or offer to sell or import; (iv) “Plavix Equivalent” means and includes any product, such as a generic

product, containing clopidogrel as an active ingredient where the product was approved pursuant to an application with the U.S. Food and Drug Administration under 21 U.S.C. Sec. 355(j) (also known as an “ANDA”) or under 21 U.S.C. Sec. 355(b)(2) (also known as a “505(b)(2)” application).

• Early exercise conditions: subject to the fulfillment of the condition referred to in (i) of the “exercise conditions” section, the BSAs may be immediately exercised upon the occurrence of one of the following:

(i) Publication by the Autorité des marchés financiers of a notice of filing (avis de dépôt) by Sanofi-Synthélabo or any other person acting in concert with Sanofi-Synthélabo, of a public withdrawal offer (offre publique de retrait) on the shares of the Company, whether or not this offer is declared acceptable (recevable) by the Autorité des marchés financiers; or

(ii) The intention to incorporate into the share capital reserves, profits or issuance premiums by increase of the nominal value of the Company’s shares is made public, (A) if the in corporation is to be implemented pursuant to a resolution of the General Meeting of Shareholders, by the publication of a preliminary notice (avis de réunion) in the Bulletin des Annonces Légales Obligatoires, or (B) if the incorporation is to be implemented pursuant to an authorization granted by the General Meeting to the Management Board, by the publication of a notice, which the Company expressly undertakes to provide in the Bulletin des Annonces Légales Obligatoires, at least 30 days before the incorporation is effectively completed; or

(iii) Publication of a preliminary notice (avis de réunion) in the Bulletin des Annonces Légales Obligatoires with respect to a proposed merger-absorption of the Company by another company whose nominal value of shares, multiplied by the exchange ratio of the shares of the Company for the shares of the absorbing company used in the proposed merger, is superior to the nominal value of the Company’s shares;

(iv) Publication of a preliminary notice (avis de réunion) in the Bulletin des Annonces Légales Obligatoires with respect to a proposed spin off, where the sum of the nominal values per share of the shares of the existing or newly created companies, to which the assets and

liabilities of the Company would be transferred, which the shareholders would receive, after the nominal value per share of the shares of each company receiving the assets and liabilities of the Company has been multiplied by the corresponding exchange ratio of the shares of the Company for the shares of this company, is superior to the nominal value of the Company’s shares;

(the “Early Exercise Conditions”);

• Exercise period: the BSAs may be exercised upon the occurrence of the Exercise Conditions or any of the Early Exercise Conditions and until the expiration of a period of 6 months from the date of publication by the Company or by a third party mandated for that purpose by the Company of a notice that the exercise period has commenced in the Bulletin des Annonces Légales Obligatoires, a financial newspaper distributed nationally in France and Germany, and a financial newspaper internationally distributed and published in English, it being provided that the Company undertakes to have such publication made by the Company itself or a third party mandated by it;

• Filing of subscription requests: subscription requests shall be sent to the Company’s registered office or to an agent duly authorized by the Company and whose identity will be communicated to the BSA holders through the publication by the Company of a notice in the Bulletin des Annonces Légales Obligatoires, a financial newspaper distributed nationally in France and Germany, and a financial newspaper internationally distributed and published in English;

• Ownership interests in the subscribed shares: the new shares subscribed pursuant to the exercise of the BSAs will be, upon their creation, subject to all applicable provisions contained in the Articles of Association and By-Laws and treated in the same manner as previously issued shares; in particular, for any distributions of profits or reserves which may be decided after their issuance, these new shares will receive the same net amount as the one which could be allocated to the previously issued shares with the same nominal value;

• Fractional shares: the exercise of the BSAs will only lead to the subscription of whole shares; if, in particular by reason of adjustments resulting from the transactions mentioned below, the holder exercising his BSAs will be entitled to a number of shares including fractional shares, such holder may request the number of whole shares immediately inferior, with the Company undertaking to put in place at the appropriate time a mechanism for the treatment of fractional shares;

• Lapsing of the BSAs: the BSAs will lapse (être caducs) and will lose any value (without compensation to holders) (i) if the Exercise Conditions or one of the Early Exercise Conditions are not met before January 1, 2008; or (ii) if the BSA is not exercised before the expiration of the exercise period once the Exercise Conditions or one of the Early Exercise Conditions are met;

• BSA holders’ rights protection: in case of the implementation of the transactions mentioned in (a) to (g) below which the Company could carry out following this issuance, the substance of BSA holders’ rights shall be guaranteed through an adjustment of the subscription rights attached to the BSAs according to the terms and conditions provided for hereinafter, in accordance with the provisions of Articles L. 225-153, L. 225-154 and L. 225-156 of the French Commercial Law and Article 174-1 et seq. of the Decree dated March 23, 1967, or with any legal or regulatory provisions which may replace them. This adjustment shall be implemented in a manner which equalizes the value of the shares which would have been obtained in case the BSAs had been exercised before the implementation of one of the transactions referred to above and the value of the shares in case the BSAs are exercised after the implementation of such a transaction. The new number of shares that shall be granted at the time of the exercise of a BSA shall comprise, if necessary, a fraction expressed in hundredth. Nevertheless, as mentioned above, the exercise of the BSAs shall only lead to the acquisition of whole shares, and fractional shares shall be dealt with in the manner described above.

(a) In case of the issuance of new securities with preferential subscription rights, the new number of shares which can be obtained through the exercise of a BSA shall be determined by multiplying the number of shares that would have been obtained by the exercise of a BSA before the beginning of the transaction by the ratio:

Share value ex subscription right + value of subscription right

Share value ex subscription right

For the calculation of this ratio, the value of the share ex subscription right and the value of the subscription right shall be determined according to the average of the opening market prices recorded on the Paris market during all the trading days included in the subscription period.

(b) In case of a free grant to shareholders of a financial instrument other than the Company’s shares, the new number of shares which shall be granted pursuant to the exercise of a BSA shall be determined as follows:

(i) If the right granting such financial instrument(s) is not listed on a regulated market, by multiplying the number of shares that may be subscribed through the exercise of the BSAs before the grant free of charge by the following ratio:

Share value ex right +  value of the financial instrument(s) granted per share

Share value ex right

where the share value ex right and the value of the financial instrument(s) granted per share, if they are listed on a regulated or assimilated market, shall be determined by reference to the average of the opening market prices recorded on the Paris market during the ten consecutive trading days immediately following the grant date, during which both the share and the financial instrument(s) shall have been traded simultaneously. If the financial instrument(s) granted are not traded on a regulated or assimilated market, their value shall be determined by an expert.

 (ii) If the right granting such financial instrument(s) is listed on a regulated market, by multiplying the number of shares that may be subscribed to by exercise of the BSAs before the free grant by the following ratio:

Share value ex right + value of the granting right

Share value ex right

where the share value ex right and the value of the right will be determined by reference to the average of the opening market prices recorded on the Paris market of the share and the right over the first ten trading days during which the shares and the right are traded simultaneously.  In the event this mechanism results in using less than five trading references, the value should be confirmed or determined by an expert.

(c) In case of a capital increase through an incorporation of reserves, profits or issuance premiums and free allotment of shares or in case of a split or regrouping of shares, the new number of shares which can be obtained through the exercise of a BSA shall be determined by multiplying the number of shares that would have been obtained by the exercise of a BSA before the beginning of the transaction with the ratio:

Number of shares composing the share capital after the transaction

Number of shares composing the share capital before the transaction

(d) In case of distribution of reserves in cash or in kind, the new number of shares which shall be obtained through the exercise of a BSA shall be determined by multiplying the number of shares that could have been obtained by the exercise of a BSA before the beginning of the transaction by the ratio:

Value of the share before the distribution

Value of the share before the distribution minus the amount of cash or of the value of the assets distributed for each share

For the calculation of this ratio:

— The value of the share before the distribution shall be determined by reference to the average of the opening market prices recorded on the Paris market over ten consecutive trading days chosen by the Company among the last twenty trading days preceding the day of distribution.

— The value of the distributed securities shall be calculated as mentioned above if the securities are listed on a regulated or an assimilated market. If the securities are not listed on a regulated or an assimilated market before the distribution day, their value shall be determined by an expert.

(e) In case of an absorption, a merger or a spin-off, BSA holders who exercise their BSAs shall be granted shares in the absorbing company or newly created entity. The number of shares from the absorbing company or the newly created entity granted for each BSA shall be equal to the number of shares of the issuing company which the holder would have obtained, adjusted by the exchange ratio of the issuing company’s shares for shares in the absorbing company or the newly created entity.

(f) In case of a repurchase by the Company of its own shares at a price higher than the trading price, the number of shares of the Company granted for the exercise of a BSA shall be equal to the number of existing shares multiplied by the following ratio calculated to the hundredth of a share:

Share value + PC x (repurchase price — share value)

Share value

For the calculation of this ratio:

— Share value means the average price of at least ten consecutive trading days on the Paris market chosen among the last twenty trading days preceding the day of repurchase;

— PC means the percentage of repurchased capital; and

— Repurchase price means the actual repurchase price.

(g) In the case of a capital reduction motivated by losses, with a decrease of either the nominal value or the number of shares, the rights of BSA holders shall be reduced accordingly as if such holders had been shareholders on the issuance date of the BSAs.

 In case of such an adjustment, BSA holders shall be informed of the new exercise conditions by way of a notice published in the Bulletin des Annonces Légales Obligatoires, in a financial journal distributed nationally and in a financial journal distributed internationally and published in English. The Management Board of the Company shall report the elements used for purposes of the calculation and the results of such adjustment in the following annual report.

3. Expressly authorizes the capital increase for a maximum amount of 916,852,629.52 euros resulting from the exercise of all BSAs issued. This amount shall be increased, if applicable, by the amount of the nominal value of the shares to be issued in addition in order to protect the rights of BSA holders according to the conditions referred to in section 2 above;

4. Decides to expressly waive the preferential subscription rights of shareholders with respect to the new shares issued upon the exercise of the BSAs;

5. Grants full authority to the Management Board, including the power to subdelegate, to proceed, under the conditions set forth below, with the implementation of the issuance and attribution of a maximum number of 857,192,062 BSAs and, in particular, to:

— determine the number of BSAs to be issued in light of the total number of issued shares of the Company at the date of issuance and set the practical conditions of the issuance of such BSAs;

— obtain any authorizations, make any declarations and requests, carry out all formalities, draft and sign all documents which are useful for the implementation and completion of the issuance;

— accordingly, sign all agreements, approve all acts, draft and sign all documents, complete all formalities, actions and publications, provide all acknowledgements and releases, substitute and, generally, do everything necessary to implement this decision and to complete the issuance of the BSAs; and

— acknowledge the final completion of the issuance of the BSAs.

6. Finally, gives all powers, including the power to subdelegate, to the Management Board to undertake any action and complete any formalities required by or resulting from the issuance of the BSAs, the protection of the BSA holders, the exercise of subscription rights attached to the BSAs, as well as the implementation and the acknowledgement of the corresponding capital increases, the Management Board being in particular under an obligation to request, once the BSAs will have become exercisable, the listing of the new shares issued pursuant to the exercise of the BSAs on the Premier Marché of Euronext Paris and the admission to the transactions in the Euroclear France system and the registration with the U.S. Securities and Exchange Commission.

ORDINARY SECTION

Twelfth resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mr. Jean-Marc Bruel, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Thirteenth resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mr. Martin Frühauf, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Fourteenth resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mr. Serge Kampf, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Fifteenth resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mr. Hubert Markl, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Sixteenth resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mr. Günter Metz, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Seventeenth resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mr. Didier Pineau-Valencienne, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Eighteenth resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mrs. Seham Razzouqi, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Nineteenth resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mr. Michel Renault, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Twentieth resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mr. Hans-Jürgen Schinzler, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Twenty-first resolution (Renewal of the mandate of a Supervisory Board Member)

The General Meeting, having met the conditions required for Ordinary Meetings concerning a quorum and majority, and having been informed of the Management Board Report and the Supervisory Board Report, decides to renew the mandate of Mr. Marc Viénot, as a member of the Supervisory Board, for a period of three (3) years, until the close of the General Meeting convened to review and pass the necessary resolutions regarding the accounts of fiscal 2006.

Twenty-second resolution (Power of attorney)

The General Meeting gives full powers to the bearer of a copy or extract of the minutes of this Meeting to fulfill any formalities relating to registration or public announcements.

Request for Documents and Additional Information

Pursuant to Article 135 of the Decree of March 23, 1967

Combined Ordinary and Extraordinary General Meeting on May 19, 2004, in the event that the quorum requirement is not met, on May 11, 2004.

I, the undersigned,
Ms., Mr.,
Name (or company name)
First name
Address
Postal Code	City
Owner of	Aventis shares

Request a copy of the documents and information relating to the Annual General Meeting of Shareholders as provided by Article 135 of the Decree of March 23, 1967 on commercial

companies.

Place	Date	2004
Signature

• This form should be returned via mail or fax to

Aventis · Shareholder Relations · F-67917 Strasbourg Cedex 9

Fax: +33.3.88.99.13.35

Note: Pursuant to Article 138 of the Decree of March 23, 1967, the owners of registered shares may obtain copies of the documents and information covered by Articles 133 and 135 of the afore-mentioned Decree for each subsequent General Meeting by making a single request.

In the event that the shareholder wants to take up this option, he or she should specify this election on this form.

Aventis

Société anonyme à Conseil de Surveillance et à Directoire

with a share capital of 3,064,758,522.74 Euros · 542 064 308 R.C.S. Strasbourg

67917 Strasbourg cedex 9 · France

Toll-free international hotline : 00 800 40 53 43 40 · www.aventis.com/ir

EX-99.(E)(1)

Exhibit (e)(1)

[Non-binding free translation into English for information purposes only. Original in French.]

THE PRESIDENT	Mr. Igor LANDAU
Personal and confidential	Courbevoie, July 26, 1996

Sir,

Pursuant to our recent conversations, you have shared with me your concerns regarding the evolution of the Group.

We have invoked your heavy responsibilities as the Group’s General Manager (Directeur Général), the powers delegated to you and the importance we place on your great knowledge of the Group and of our profession, as well as on the relationships you have created with our important clients and our Colleagues in France and abroad.

The continuity of this collaboration seems absolutely necessary to us in reaching our objectives of progress, and we are therefore willing to provide you special guarantees which make up the present amendment and are consequently an integral part of your employment contract.

These provisions are integrated in the Group’s policy of global development, of managers’ mobility and they take into account your hierarchic position in respect to the teams located outside of France, as well as the equality we wish to maintain among our representatives.

Article 1. DEFINITIONS

For the interpretation of the present amendment, the following terms will be defined as follows:

“Company” means: the RHONE-POULENC S.A. company

“Employment Agreement” means: the employment agreement signed by the Employee with the Company or one of its subsidiaries dated 11/1/1975, as well as subsequent amendments to the employment contract and the present amendment.

The “Reference Salary” includes all gross compensation, bonuses and variable compensation received by you during the 12 months prior to the reception of the notification letter referred to hereinafter.

The termination of the Employment Agreement will be considered “Initiated” on the date of reception by the employee of the dismissal notification letter.

“Change of Control” means

(a)               the carrying out of a take-over bid (O.P.A.)or of an exchange tender offer                                                (O.P.E.),

(b)the acquisition of a direct or indirect interest allowing a new shareholder to hold at least 20% of the voting rights in the shareholders meeting, or to increase the previous stake so as to hold at least 20% of the voting rights in the shareholders meeting

(c)The demerger, contribution or sale of significant corporate assets of the Company as defined by Article 5-5-5 of the Regulation of the Council of the stock exchange (Conseil des Bourses de Valeur), which requires a shareholders’ meeting of the Company’s shareholders;

(d)The direct or indirect involvement of a competing company in the Company’s management bodies; or

(e)The merger-absorption of the Company by a competing company which involves the arrival of one or more shareholders, holding more than 20% of the voting rights of the company resulting from the merger, and the merger-absorption of the Company by a competing company which involves the arrival of one or more shareholders, holding more than 20% of the voting rights of the company resulting from the merger.

Change in Control will be considered “effective” as of:

(a)The date of the publication in the official bulletin of the final results of the tender offer (résultat de l’offre publique) by the Société des Bourses Françaises (French stock market), in the case of a take-over bid and an exchange offer;

(b)The date the Company is notified of the crossing of the threshold by which a shareholder brings his stake to at least 20% of the Company’s voting rights, in the case of the entry in the capital of a new shareholder holding at least 20% of the voting rights in a shareholders’ meeting or an increase in the previous stake of a new shareholder making his stake at least 20% of the voting rights in a shareholders’ meeting;

(c)The date of the shareholders’ meeting approving the demerger, sale or contribution of the Company’s principal assets or the merger, in case of demerger, contribution or sale of the Company’s principal assets, or in case of a merger,

(d)The date of the shareholders’ meeting appointing the new management and administrative bodies, in the case of direct or indirect involvement of a competing company in the Company’s management and administrative bodies.

The “Notice Period” corresponds to the period of eighteen (18) months from the effectiveness of Change of Control.

In the case of several successive “Changes of Control,” each of them will involve a new “Notice Period” in your favor, particularly for the calculation of your severance payment.

If the “Change of Control” occurs during the period in which your stability of employment provision is applicable, the “Notice Period” will be six (6) months from the expiration of the aforementioned provision and cannot be less than 18 months from the “Effectiveness of the Change of Control.”

“Substantial Modification” refers tp the occurrence of a Change in Control and during the “Notice Period” of the following event:

(a)the significant restructuring of the Company involving important dismissals in the Company or its subsidiaries

(b)the significant change in the composition of the management of the Company

(c)the sale or the transfer of significant assets of the Company

(d)a significant change in the orientation of the Group’s strategy

(e)any modifications of a substantial element in your Employment Contract as defined by case law in France.

Article 2. STABILITY OF EMPLOYMENT PROVISION

As an indication of its formal intention to offer you a durable undertaking, the Company commits itself not to terminate your Employment Contract for a period of five (5) years, with conditions of compensation, practice and status equivalent to those you have today, from the date of signature of the present amendment except in case of a gross negligence on your part.

The breach of this undertaking would give rise to the payment of indemnities in your favor, irrespective of your contractual severance payment which would amount to the Reference Salary multiplied by the number of months remaining from the effective date of dismissal to the expiration of the considered five (5) year period.

This undertaking exists only on behalf of the Company. Consequently, you will keep the possibility to initiate the termination of the Work Contract during the period mentioned in the present provision, with no obligation to pay any indemnity to the Company, provided you respect your notice obligation.

You will moreover have to respect all other conditions or undertakings that may exist, particulary the obligation of discretion regarding the activity of the company.

Article 3.SEVERANCE PAYMENT

The parties intend to specify that this provision was written by mutual agreement between the Company and you considering the particular devotion that you have shown for the Company since your arrival in the Group.  You have actively participated in the development of the Company’s business, and the parties agree that considerable harm, of both personal and financial nature, would result for you in a dismissal in circumstances as described below.  This harm will namely result from the brutal loss of stable employment after many years with the Company, and the difficulty for you to find an equivalent position, taking into account your age at the time the dismissal would take place and the moral and psychological impact of such a step in the context of your social, professional and family life.

Accordingly, excluding the case of gross negligence on your behalf in carrying out your functions, it is agreed that in the case of a breach of the Employment Agreeement initiated by the Company, following a Change of Control, and Initiated by the Company in the Notice Period, you will be allocated a contractual severance payment, which would encompass and replace the conventional indemnity provided for in Article 14 of the Collective Agreement for Chemical Industries (Convention Collective des Industries Chimiques) and the total of which will be calculated on the basis of the chart set forth hereinafter:

·From 0 to 10 years of seniority:                16/10 of months per year of employment

·From 11 to 15: 18/10

·From 16 to 20: 12/10

·From 21 to 25: 12/10

·From 26 to 30: 10/10

·From 31 to 35:   4/10

Starting at the age of 60 years, the indemnity as set above will be reduced by 1/5 per year remaining between the date of the termination of the employment agreement and the date of which you could receive your full retirement benefits.

This indemnity, however, cannot be inferior to that provided for in the collective bargaining conventions or in the company conventions (Accords d’Entreprise).

Starting at the age when you can receive your full retirement benefits, the indemnity will be the one provided for in the collective bargaining agreement.

Article 4. SUBSTANTIAL MODIFICATION OF THE EMPLOYMENT CONTRACT

Given the level of your responsibilities in the Company and the degree of your involvement in the Company’s policies and strategy for so many years, the parties agree that the events constituting a “Substantial Modification of the employment

contract” may be considered as calling in question your position, and agree to draw the following consequences.

In the six (6) months from the occurrence of an event constituting a “Substantial Modification,” in the current sense, you will have the right, which is expressly recognized by the Company, to consider this to be unacceptable, and to notify the Company accordingly by registered mail within the aforementioned Notice Period.

Such a notification will immediately commence a dismissal procedure initiated by the Company, with the payment of the severance payment provided in the articles 2 and 3 above.

Article 5. SUPPLEMENTARY RETIREMENT

In the case of dismissal initiated by the Company, or for a similar cause (see Article 4 above), taking place during the Notice Period following a Change of Control, except in the case of gross negligence, you will benefit from a supplement to your retirement paid under the conditions provided in the last paragraph of this article, by the Company or by any entity which replaces it, and determined in accordance with the regulations of the GRCD regime in effect on the date of the Change of Control.

In accordance with this regulation, the amount of the GRR (Garantie de Ressources des Retraites) will be calculated, on the effective cessation date of the Employment Contract, by considering:

-Seniority on the cessation date of the Employment Contract;

-The last Corrected Base Salary (Rémunération de Base Corrigé) (based on the gross lump sum on an annual basis increased by variable compensation based on its targets) which will be transmitted to you before the Change of Control; and

-The Deductible Resources (Resources Déductibles) (Social Security, ARRCO, AGIRC, “Home” regimes (régimes “Maison”)) calculated on the date of the effective breach of the Employment Contract on a complete basis.

The Social Security old-age pension will be calculated over a complete career and retained pro rata of the seniority accrued.

The complementary programs (régimes complémentaires) (ARRCO, AGIRC) will be retained for the number of points acquired during the reference period to calculate the GRCD rights (droits GRCD) multiplied by the value of the points on the date of the breach of the Employment Agreement.

For the other “Home” regimes:

-If you do not have any acquired rights, no amount will be deducted for the “Home” regimes for the calculation of the supplement to your retirement mentioned in this article.

-If you benefit from rights definitely acquired, the corresponding payments will provisionally not be deducted from the calculation of the GRR thus calculated, but a definitive calculation will be undertaken during liquidation and the you will be applied best treatment.

-

The amount of the GRR thus calculated will be revalued, each year until liquidation, according to the average increase in salaries in the Pharmaceutical and Chemical Industries.  However, the annual revaluation will not exceed the annual increase in the national consumer price index (all households goods, excluding tobacco) published by the INSEE, increased by two points.

This supplement to your retirement will be due when all of the Social Security, complementary program, and as the case may be, “Home” regime pensions will have been liquidated.  The provisions for its payment are those provided for by the regulations of the GRCD regime applicable on the date of the Change of Control.

However if, for any reason whatsoever, it is not possible for you to receive the other “Home” regime pensions on the basis provided for during the final calculation, the GRCD allocation made will be reviewed to maintain the GRR amount at the level provided above.

In the case of death, the provisions concerning reversion (Articles 11 ad 12 of the GRCD regulations) in effect during the Change in Control will be applied.

Article 6. MISCELLANEOUS

6.1The parties expressly agree that they do not intend to make the employee pay the costs and charges for any legal, arbitration or expert action, which may be necessary to enforce his rights.

The company will pay the Employee in advance, upon his request and showing of proofs, a reasonable amount of the expenses paid in good faith by the employee to assert his rights.

6.2The parties expressly agree that if a provision of the Employment Agreement is void, for any reason whatsoever, the setting aside of the provision will not put in doubt the validity of the other provisions of this Employment Agreement, which will accordingly continue to apply to the parties in all its other provisions.

6.3In the case where this amendment contained contradictory provisions or a provision less favorable for you than a provision or several provisions in a legal act in effect, the parties expressly agree that the most favorable provision will be applied to you.

You only will be the judge of which contractual provision is most favorable in the case of conflict between two provisions.  In the case where the same pre-existing provision would have favorable effects on certain points and unfavorable on others in terms of the provisions of this amendment, you will be free to retain a combination of such provisions offering you an optimal favorable effect.

If you agree with the terms of this agreement, please return a copy with your signature preceded by the note “read and approved and “good for agreement” to validate the agreement.

read and approved good for agreement	/s/Jean-René FOURTOU
/s/ Igor LANDAU	Jean-René FOURTOU

[Non-binding free translation into English for information purposes only. Original in French.]

Igor LANDAU

Courbevoie, May 7, 1991

Sir,

Following our conversations, I confirm my agreement to complete the employment agreement dated November 1^st, 1975 and its amendment dated April 2, 1987 as follows:

Article 1

In case The Chairman of Rhone Poulenc Group were to change, for whatsoever reason, you would expressly be permitted to appreciate at any time, during a 6 months period from the date the Chairman changes, whether your conscience allows you to follow the policy elaborated and/or applied by the new Chairman.

If, applying such a right, you decide to quit your position within the Group, the provisions of articles 1, 2 and 3 of the amendment dated April 2, 1987 to your employment agreement  would be entirely applied.

Article 2

The provision stating that the global amount of the indemnities that would be allocated to you upon termination of the contract, could not exceed 32 months of salary, is merely and purely cancelled.

Article 3

In the case of termination of your employment contract considered by Articles 2 and 4 of the amendment dated April 2, 1987 and I of the present amendment, you are entitled to retain stock options that have been allocated or will be allocated to you.

It is clear that article 4 of the amendment dated April 2, 1987 should apply to any reduction of your responsibilities.

I. LANDAU

If you agree with the terms of the present amendment, I would be grateful if you could return us a copie with your signature preceded by the notes “read and approved” and “good for agreement”, in order to enter into the agreement.

Yours faithfully,
	read and approved good for agreement	/s/ Jean-René Fourtou
	/s/ Igor Landau	Jean-René Fourtou

[Non-binding free translation into English for information purposes only. Original in French.]

Mr. Igor LANDAU

Sir,

Following our different conversations, I confirm by the present amendment to your employment contract dated November 1^st, 1975, the individual guarantees that we are willing to consent given the important functions you have, especially within the Executive Committee.

ARTICLE 1 — Notice-

Our Company can only terminate your employment agreement, except in case of gross negligence on your behalf in carrying out your functions,provided that a six-month prior notice is respected.

As to yourself, if you are willing to terminate the said agreement, you would only have to respect the contractual three (3)-month prior notice.

ARTICLE 2 — Indemnities-

This provision applies when, without any gross negligence on your behalf in carrying out your functions, our Company would decide to terminate your employment agreeement before you have the normal age of retirement¹.

At the date of termination of your agreement, you will receive a flat amount, part of a compromise and final of one time and a half the global amount or the gross base remunerations (including bonuses) that you received during the 12 calendar months preceding the termination of your functions after the expiration of the notice period.

This indemnity, which has the nature of damages, is meant to come in addition to amounts considered as salaries (last month of activity, prorated annual bonus payment,

¹The normal age of retirement will depend on the legislation at the time of the eventual breach of your employment contract. At the time being, it refers to the date at which you will have subscribed to the French public healthcare (Securité Sociale) during 150 (one hundred and fifty) quarters, provided that you have reached the age of 60.

vacation pay for any unused vacation) and in addition to the contractual severance payment.

Nonetheless, the global amount of indemnity received at the time of your leaving (contractual severance payment and indemnity) cannot exceed 32 (thirty two) months of salary. A month of salary refers to the twelfth of the global gross remuneration (including bonuses) received during the 12 calendar months preceding the termination of your functions after the expiration of the notice period.

ARTICLE 3- RETIREMENT-

In case of termination of your employment agreement occurring in the same conditions as those set forth in Article 2, your complementary pension payments CAVDI and GRCD accrued at the date of termination would be calculated and the payment of the corresponding annual sum would be guaranteed by our Company from the time you would reach the normal age of retirement (see above Article 2, footnote (1)) to the extent that you would have asserted your entitlement to legal pension at such date (Social Security, health care, managers’(cadres) pension, and senior managers’ (cadres) pension). Otherwise, the payment of the guaranteed sum would be postponed until the date at which you assert such rights.

The above annual guaranteed sum will be paid by 1/4 at the end of each calendar quarter to felt due quarters.

It would be revalorized like the sum paid to Rhone Poulenc agents by the complementary pension fund (caisse de retraite) CAVDI.

A sum equal to 60% of the guaranteed sum would be paid annually to your widowed if you died before having reached the normal age of retirement but only from the date you would have normally reach such age and provided your widowed has reached, at this time, the age of 50 (fifty).

ARTICLE 4

In case you were proposed a new task involving the end of your mandate of member of the Executive Committee and a significant reduction of your responsibilities, you would be entitled to refuse such a solution and this would trigger the termination of your employment agreement on behalf of our Company.

The provisions of Articles 1, 2 and 3 hereinabove, would then entirely apply.

If you agree with the terms of the present amendment, I would be grateful if you could return us a copie with your signature preceded by the notes “read and approved” and “good for agreement”, in order to enter into the agreement.

Yours sincerely,

	Jean-René Fourtou
read and approved good for agreement	/s/ Jean-René fourtou
/s/ Igor Landau	Courbevoie, April 2, 1987.

[Rhône-Poulenc-Santé letterhead]

[Non-binding free translation into English for information purposes only. Original in French.]

Mr. LANDAU

October 31, 1975

Dear Sir:

                Following our various meetings, we confirm that we are prepared to hire you to work for our Company, subject to the results of the medical exam, as of November 1, 1975,as Director, to fulfill the responsibilities of Assistant Director of the Health Division (Adjoint du Directeur Général de la Division Santé).

                This position may be changed at a later date if it is in the interest of the Group.

                The conditions of your employment are regulated by the legal or collective agreement provisions in place and by the Company’s internal rules.

                Your net annual salary will be F 220,000, not including bonuses.

                You will receive additional benefits from the Company in terms of vacation, sick pay, retirement, insurance, etc.

                If you are in agreement with the terms of this agreement, please return a copy dated, initialed and with your signature and the note “read and approved.”

                                                                                Sincerely,

read and approved

/s/ IGOR LANDAU	/s/ R. de SAINT-LAURENT
	R. de SAINT-LAURENT

EX-99.(E)(2)

Exhibit (e)(2)

[Aventis letterhead]

[Non-binding free translation into English for information purposes only. Original in French.]

Igor Landau

Chairman of the Management Board

                                                                                                                Mr. Patrick Langlois

Schiltigheim, January 22, 2004

Dear Sir,

Following the December 1, 2003, meeting of the Nomination and Compensation Committee (Comité de Nomination et des Rémunérations), I have the pleasure of informing you of the provisions approved by the Committee:

You have proven yourself to be particularly loyal to the company since you started working in the Group.  You have actively participated in the development of the Company’s business, and considerable harm, of both public and financial nature, would result for you if dismissed in circumstances as described below.  This harm will result namely from the brutal loss of stable employment after many years with the Company, and the difficulty for you to find an equivalent position, given your age at the time the dismissal would take place and the personal and psychological impact of such a step, in the context of your social, professional and familial environment.

Accordingly, excluding the case of gross and/or careless negligence on your part in carrying out your functions, it is agreed that in the case of a breach of the Employment Agreement:

-        initiated by the company; or

-        following measures taken by the company against you, such as:

(i)    A significant diminution of your responsibilities within the Aventis Group, with the exception of the termination of your management authority;

(ii)   A reduction in your base salary;

(iii)  A change in the structure of your total target compensation (annual base salary and part variable target); or

(iv)  A transfer outside of Europe;

you will be allocated a contractual severance payment which would encompass and replace the conventional severance payment provided for in the Collective Bargaining Convention for Chemical Industries (Convention Collective des Industries

Chimiques), and the total of which will be 3 years of total cash (total annual base salary plus the total variable target portion in effect during the year in progress), including any legal, contractual or other notice period, and including the financial balance related to your non-competition agreement.

In the case where the severance begins (on the date of the severance letter) after your 63^rd birthday, the total contractual severance payment will be brought to 25 months of total cash (including any legal, contractual or other notice period).

The payment of this total contractual severance payment will be subject to the respect of the following conditions:

(i)    you resign from all of your positions, responsibilities or authorities within the Aventis Group;

(ii)   you sign an agreement, in a draft acceptable to Aventis, to forego any lawsuits of any nature against the Aventis Group including foregoing any lawsuit as an employee or as a manager and against any of the group’s companies in France or abroad; and

(iii)  you agree to respect your confidentiality and non-solicitation obligations during a the period of at least three years applicable to Aventis personnel and personnel connected to Aventis.

Except in the case of gross and/or careless negligence, and in addition to the total contractual severance payment above, you also have the right:

-to a prorated target bonus up to the end date of your employment agreement;

-to continue to exercise, in accordance with the plans’ provisions, stock options already granted to you, except where otherwise indicated in new stock option plans or other long-term programs;

-to paid vacation not taken by the end date of your employment agreement;

-to reimbursement by Aventis of financial and tax consulting bills, up to a total of 10,000 euros; and

-to reimbursement by Aventis of costs related to legal, arbitration or expert action which may be necessary to enforce your rights, up to a total of 50,000 euros.

However, any other payment (legal or contractual which may arise from your change in control letter dated October 1998) from an Aventis Group company will be deducted from the totality of these payments.

If you are in agreement with the terms of this agreement, please return a copy with your signature preceded by the note “read and approved” and “good for agreement” to enter into this agreement.

	good for agreement read and approved
/s/ IGOR LANDAU	/s/ PATRICK LANGLOIS
Igor Landau Chairman of the Management Board	Patrick Langlois

[Non-binding free translation into English for information purposes only. Original in French.]

Extract from the Nomination and Compensation Committee's Minutes dated December 1, 2003

-Concerning precisions  to be given regarding Mr. Patrick Langlois’ employment agreement:

Mr. Patrick Langlois is Vice President of the Management Board (Directoire) and Chief Financial Officer.  He has been a part of the Aventis Group since 1975.  In 1998, he received a change in control letter which is still in force.  Contrary to other members of the General Management, he has never received guarantees in written form in case of termination initiated by the company.

The Committee agrees to provide him with the same guarantees as those provided to managers at his level:  three years of annual target compensation including any conventional, legal or contractual notice period.

It has also been decided, given that Mr. Patrick Langlois was born in 1945, to provide an additional clause stipulating that at the age of 63 years, the guarantees will be limited to the indemnities provided for in the collective bargaining convention (Convention Collective) plus 10%, i.e. 22 months, in addition to a notice period of 3 months.

[Rhône-Poulence Letterhead]
[Non-binding free translation into English for information purposes only. Original in French.]
President	Mr. Patrick LANGLOIS
Personal and Confidential	Courbevoie, October 26, 1998

Dear Sir,

During our recent conversations, you have shared with me your concerns about the future of the Group.

We have invoked your considerable responsibilities as Chief Financial Officer and member of the Group’s Executive Committee, the powers delegated to you and the importance we place on your great knowledge of the Group and of your profession, as well as the relationships you have created with large Banks, Financial Institutions and our Colleagues in France and Abroad.

The continuity of this collaboration seems absolutely necessary to us in order to reach our objectives in terms of progress, and we are thus willing to agree to provide you with individual guarantees which make up this amendment and are consequently an integral part of your employment contract.

These provisions are integrated in the Group’s policies for worldwide development and Managers’ mobility, and they take into account your hierarchical position in respect to teams located outside of France as well as the equality we wish to maintain among our managers.

Article 1.  DEFINITIONS

For the interpretation of this amendment, the following terms are defined as follows:

“Company” means the Rhône-Poulenc S.A. company.

“Employment Agreemet” means: the employment agreement signed by the Employee with the Company on June 1, 1975, as well as subsequent amendments to this employment agreement and the present amendment.

The “Reference Salary” includes all gross compensation, bonuses and variable compensation, received by you during the 12 months preceding the reception of the notification letter referred to hereinafter..

A breach of the Employment Agreement will be considered to be “Initiated” on the date of reception by the employee of the dismissal notification letter.

“Change in Control” means:

(a)The carrying out of a take-over bid (O.P.A.) or of an exchange offer (O.P.E.);

(b)The acquisition of a direct or indirect interest allowing a new shareholder to hold at least 20% of the voting rights in a shareholders’ meeting, or to increase the previous stake so as to hold at least 20% of the voting rights in a shareholders’ meeting;

(c)The demerger, contribution or sale of significant corporate assets of the Company requiring a shareholders’ meeting of the Company’s shareholders;

(d)The direct or indirect involvement of a competing company in the Company’s management bodies; or

(e)The merger-absorption by the Company of a competing company involving the arrival of one or more shareholders, holding more than 20% of the voting rights of the company resulting from the merger, and the merger-absorption of the Company by a competing company which involves the arrival of one or more shareholders, holding more than 20% of the voting rights of the company resulting from the merger.

Change in Control will be considered “effective” as of:

(a)The date of the publication in the official bulletin of the final results of the tender offer by the Société des Bourses Françaises (French stock market), in the case of a take-over bid and an exchange offer;

(b)The date the Company is notified of the crossing of the threshold by which a shareholder brings his stake to at least 20% of the Company’s voting rights, in the case of the entry in the capital of a new shareholder holding at least 20% of the voting rights in a shareholders’ meeting or an increase of the previous stake of a new shareholder making his stake at least 20% of the voting rights in a shareholders’ meeting;

(c)The date of the shareholders’ meeting approving the demerger, sale or contribution of the Company’s principal assets or the merger, in case of demerger, contribution or sale of the Company’s principal assets; or

(d)The date of the shareholders’ meeting appointing the new management and administrative bodies, in the case of direct or indirect involvement of a competing company in the Company’s management and administrative bodies.

The “Notice Period” corresponds to the period of 18 months from the effectiveness of Change in Control.

In the case of several successive “Changes in Control,” each of them will trigger a new “Notice Period” in your favor, particularly for the calculation of your severance payment.

“Substantial Modification” means the occurrence of a Change in Control and during the “Notice Period” of the following event:

- Substantial modification of the Employment Agreement.

Article 2. SEVERANCE PAYMENT

The parties intend to specify that this provision was written by mutual agreement between the Company and you in consideration for the particular devotion that you have shown for the Company since your arrival in the Group.  You have actively participated in the development of the Company’s business, and the parties agree that considerable harm, of both personal and financial nature, would result for you in a dismissal in circumstances as described below.  This harm will namely result from the brutal loss of stable employment after many years with the Company, and the difficulty for you to find an equivalent position, given your age at the time the dismissal would take place and the personal and psychological impact of such a step in the context of your social, professional and familial environment.

Accordingly, excluding the case of gross negligence on your behalf in carrying out your functions, it is agreed that in the case of a breach of the Employment Agreement initiated by the Company, following a Change in Control, and Initiated by the Company in the Notice Period, you will be allocated a contractual severance payment, which would encompass and replace the conventional indemnity provided for in Article 14 of the Collective Bargaining Convention for Chemical Industries (Convention Collective des Industries Chimiques) and the amount of which will be calculated according to the chart set forth hereinafter:

·From 0 to 10 years of seniority:                16/10 of months per year of employment

·From 11 to 15: 18/10

·From 16 to 20: 12/10

·From 21 to 25: 12/10

·From 26 to 30: 10/10

·From 31 to 35:   4/10

Starting at the age of 60 years, the indemnity as set above will be reduced by 1/5 per year remaining between the date of the termination of the employment agreement and the date as of which you could receive your full retirement benefits.

This indemnity, however, cannot be inferior to that provided for in the collective bargaining convention or in the company conventions (Accords d’Entreprise).

Starting at the age when you can receive your full retirement benefits, the indemnity will be the one provided for in the collective bargaining convention.

Article 3. SUBSTANTIAL MODIFICATION OF THE EMPLOYMENT AGREEMENT

Given the level of your responsibilities in the Company and the degree of your involvement in the Company’s policies and strategy for so many years, the parties agree that the events constituting a “Substantial Modification of the employment contract” may be considered as calling in question your position, and agree to draw the following consequences.

In the six (6) months from the occurrence of an event constituting a “Substantial Modification,” in the current sense, you will have the right, which is expressly recognized by the Company, to consider this to be unacceptable, and to notify the Company accordingly by registered mail within a short delay.

Such a notification will immediately trigger a dismissal procedure initiated by the Company, with the payment of the severance payment provided in the article above.

By “Substantial Modification of the Employment Agreement,” reference is made in the particular case of this agreement to:

·Any significant diminution of the Employee’s responsibilities compared to the Employee’s responsibilities before the Change in Control, not accepted by him and occurring during the protected period;

·Any reduction in fixed salary and any reduction in the target percentage of variable compensation, independent of the Employee’s influence as defined in this article; or

·Any transfer of the Employee, without his express and written consent, outside of the European Union, for more than 6 months; the provisions of this article will not apply if the Employee is, before the Change in Control, a company expatriate, as defined in the Company’s personnel registers, and if the purpose of this transfer is to repatriate the Employee to his country of origin.

A “Substantial Modification of the Employment Agreement” cannot be alleged in the case where Rhône-Poulenc offers the Employee a new position, within the European Union, with conditions similar to his position in terms of responsibilities before the Change in Control,.

Notwithstanding what is stated hereinabove, the Company will not have to pay the Employee any indemnity under the present agreement, and the Employee will not be able to allege a “Substantial Modification of the Employment Agreement”

because of a change in control, if following such an event, he formally accepts a new position within the Company, Rhône-Poulenc or its subsidiaries.

Article 4. SUPPLEMENTARY RETIREMENT

In the case of dismissal initiated by the Company, or for a similar cause (see Article 3 above), taking place during the Notice Period following a Change in Control, except in the case of gross negligence, you will benefit from a supplement to your retirement paid under the conditions provided in the last paragraph of this article, by the Company or by any entity which replaces it, and determined in accordance with the regulations of the GRCD regime in effect on the date of the Change in Control.

In accordance with this regulation, the sum of the GRR will be calculated, on the effective cessation date of the Employment Contract, by considering:

-Seniority on the cessation date of the Employment Contract;

-The last Corrected Base Salary (Rémunération de Base Corrigé) (based on the gross lump sum [FORFAIT] on an annual basis increased by variable compensation based on its targets) which will be notified to you before the Change in Control; and

-The Deductible Resources (Ressources Déductibles) (Social Security, ARRCO, AGIRC, “Home” regimes (régimes “Maison”)) calculated on the date of the effective breach of the Employment Contract on a complete basis.

The Social Security old-age pension will be calculated over a complete career and retained pro rata of the seniority accrued.

The complementary programs (régimes complémentaires) (ARRCO, AGIRC) will be retained for the number of points acquired during the reference period to calculate the GRCD rights (droits GRCD) multiplied by the value of the points on the date of the breach of the Employment Agreement.

For the other “Home” regimes:

-If you do not have any acquired rights, no amount will be deducted for the “Home” regimes for the calculation of the supplement to your retirement in this article.

-If you benefit from rights definitely acquired, the corresponding payments will provisionally not be deducted from the calculation of the GRR thus calculated, but a definitive calculation will be undertaken upon liquidation and you will be applied the best treatment.

The amount of the GRR thus calculated will be revalued, each year until liquidation, according to the average increase in salaries in the Pharmaceutical and Chemical Industries.  However, the annual revaluation will not exceed the annual increase in the national consumer price index (all households goods, excluding tobacco) published by the INSEE, increased by two points.

This supplement to your retirement will be due when all of the Social Security, complementary program, and as the case may be, “Home” regime pensions will have been liquidated.  The provisions for its payment are those provided for by the regulations of the GRCD regime applicable on the date of the Change in Control.

However, if, for any reason whatsoever, it is not possible for you to receive the other “Home” regime pensions on the basis provided for during the final calculation, the GRCD allocation made will be reviewed to maintain the GRR amount at the level provided above.

In the case of death, provisions concerning reversion (Articles 11 ad 12 of the GRCD regulations) in effect during the Change in Control will be applied.

Article 5. MISCELLANEOUS

5.1The parties expressly agree that they do not intend to make the employee to pay the costs and charges for any legal, arbitration or expert action, which may be necessary to enforce his rights.

The company will pay the Employee in advance, upon his request and within a reasonable time period, the amount that is necessary to the latter to cover the fees (lawyers’ fees included) that he will have undertaken to enforce any Company obligation in terms of this contract.

If the courts do not provide the Employee with an amount at least equal to his request, the Employee will reimburse the Company an amount reflecting the sum resulting from the Employee’s request, which will be equal to (1 – a/b) multiplied by c, where a is the amount of damages and interest awarded by the judge; where b is the amount of damages and interest intitially requested by the Employee; and c is the total amount advanced by the Company; the Company will have the right to deduct this amount of payment owed by the Company to the Employee for whatever reason.

5.2The parties expressly agree that if a clause of the Employment Agreement is void, for any reason whatsoever, the setting aside of this clause will not put in doubt the validity of the other clauses of this Employment Agreement, which will accordingly continue to apply to the parties in all its other provisions.

5.3In the case where this amendment contained contradictory provisions or a provision less favorable for you than one or several provisions in a legal act in effect, the parties expressly agree that the most favorable provision will be applied to you.  You only will be the judge of which contractual provision is most favorable in the case of conflict between two provisions.  In the case where the same pre-existing provision would have favorable effects on certain points and unfavorable on others in terms of the provisions of this amendment, you will be free to retain a combination of such provisions offering you an optimal favorable effect.

If you are in agreement with the terms of this agreement, please return a copy with your signature preceded by the note “read and approved and “good for agreement” to enter into this agreement.

read and approved good for agreement
/s/ PATRICK LANGLOIS	/s/ Jean-René FOURTOU
	Jean-René FOURTOU

EX-99.(E)(3)

Exhibit (e)(3)

[Aventis letterhead]

May 13, 2002

Mr. Igor Landau

Dear Igor:

I hereby commit that notwithstanding the provisions of Section II.B.2 of the severance policy attached to the letter-agreement dated February 28, 2002 signed between yourself as Chairman of the Supervisory Board of Aventis Pharma AG and Member of the Management Board of Aventis SA and myself, I will not terminate my employment and service agreements and arrangements with the Aventis Group before May 31, 2003.  However, should I breach this commitment for any reason, I would forfeit all the payments and benefits I would otherwise been entitled to under the severance policy.

Very truly yours,

/s/ Richard J. Markham

Mr. Richard J. Markham

[Aventis letterhead]

February 28, 2002

Mr. Richard J. Markham

Dear Dick:

As an amendment to your current agreement(s) with Aventis SA and any of its subsidiaries and affiliates (the “Aventis Group”), it is agreed (i) that the severance policy described in Attachment A hereto replaces in their entirety all of the agreements and provisions relating to severance or other entitlements triggered by a termination of employment or other service contained in all of your existing employment or service agreements or arrangements with any entity of the Aventis Group, with immediate effect, with the exception of the letter-agreement dated October 1, 1999 between Hoechst Marion Roussel, Inc. and yourself (the “1999 Letter”), (ii) that such prior agreements and provisions are hereby terminated as of the date hereof, with the exception of the 1999 Letter which shall remain in effect in accordance with its terms, and (iii) that you relinquish and release any and all rights that you may have under such prior agreements and provisions, with the exception of the 1999 Letter.  It is further agreed that, except as provided herein, the other agreements and provisions contained in all of your existing employment or service agreements or arrangements with any entity of the Aventis Group shall continue in effect in accordance with their terms.

	Very truly yours,
	/s/ Igor Landau
	By:  Mr. Igor Landau
	Title:  Chairman of the Supervisory Board of Aventis Pharma AG and Member of the Management Board of Aventis SA
Acknowledged and Agreed
/s/ Richard J. Markham
Mr. Richard J. Markham

Attachment A

Severance Policy

I.	Covered Executive	Mr. Richard J. Markham (the “Executive”)
II.	Triggering Termination	A termination of employment and service with Aventis SA and its subsidiaries and affiliates (the “Aventis Group”) initiated by either:
		A.   The Aventis Group at any time for reason other than disability, death or cause, provided, however, that the Executive will not be entitled to payments or benefits pursuant to this Severance Policy if his current employment or service agreements or arrangements with the Aventis Group are terminated or amended as a result of a restructuring of the Aventis Group and the Executive is offered a position that does not result in a significant reduction in his global operational responsibilities within the Aventis Group or in reduction in his base salary or in a significant amendment to the structure of his Annual Cash Compensation (as defined below).  For the purposes of this Severance Policy, “cause” will mean the conviction of Executive of a felony or a misdemeanor, if the misdemeanor involves moral turpitude or affects the image of the Aventis Group or any entity of the Aventis Group, larceny, embezzlement, conversion or any other act involving the misappropriation of company funds, assets or opportunities, refusal to carry out specific directions by the relevant board of the relevant Aventis entity, gross negligence or intentional misconduct in the performance or non-performance of the services, material breach of any provisions of the relevant employment or service agreements; or
		B.   1. The Executive at any time, if such termination by the Executive occurs within six months following the occurrence of one or more of the following events, provided the Executive gives a one-month prior written to the Chairman of the Supervisory Board of Aventis SA:

1

		(i)   significant reduction of his global responsibilities within the Aventis Group; or
		(ii)  reduction in his base salary; or
		(iii) significant amendment to the structure of his Annual Cash Compensation (as defined below); or
		2.  The Executive at any time after February 28, 2003, provided the Executive gives a three-month prior written notice to the Chairman of the Supervisory Board of Aventis SA, provided, further, that such three-month notice may be reduced at the request of Aventis SA, in which case such shorter notice shall be binding on the Executive and the Aventis Group.
III.	Limitation to Triggering of Severance Policy	Notwithstanding anything in this Severance Policy to the contrary, in the case of II.A, II.B.1 and II.B.2 above, the Executive will only be entitled to payments or benefits pursuant to this Severance Policy if (i) he resigns from all of his positions within the Aventis Group immediately upon request of the relevant Aventis entity(ies), (ii) he executes a general and complete release of claims against the Aventis Group in form and substance satisfactory to the Aventis Group, and (iii) he complies with the confidentiality and non-solicitation obligations described in Sections XI and XII below.
IV.	Definition of Annual Cash Compensation	For purposes of this Severance Policy, “Annual Cash Compensation” means an amount equal to the sum of A and B below:
		A.   Annual base salary (which, in the case of split payrolls, shall be the sum of all annual base salaries paid to the Executive by the relevant entities of the Aventis Group in the relevant jurisdictions) in effect immediately prior to the effective date of the termination, and
		B.   The target bonus level for the year in which the termination occurred.

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V.	Payments	A.   Cash Severance Payments.  In the case of II.A or II.B.1 above, the Executive will receive a severance payment equal to:
		—   three (3) times his Annual Cash Compensation, if the effective date of the termination occurs before the Executive reaches the age of 62;
		—   the higher of (x) two (2) times his Annual Cash Compensation and (y) the amount provided for in the applicable collective bargaining agreement, if the effective date of the termination occurs after the Executive reaches the age of 62 but before the Executive reaches the age of 63;
		—   the higher of (x) one (1) time his Annual Cash Compensation and (y) the amount provided for in the applicable collective bargaining agreement, if the effective date of the termination occurs after the Executive reaches the age of 63 but before the Executive reaches the age of 64;
		—   the higher of (x) zero (0) and (y) the amount provided for in the applicable collective bargaining agreement, if the effective date of the termination occurs after the Executive reaches the age of 64.
		In the case of II.B.2 above, the Executive will receive a severance payment equal to three (3) times his Annual Cash Compensation.
		In all the cases referred to in this Section V.A, the severance payment shall be in addition to the payment of Executive’s salary during the effective duration of the notice period.
		B.   Annual Bonus payment will be prorated for the period in which the termination occurs, including any notice period.
		C.   Long Term Incentive Plan awards will be prorated based on the following:
		(i)   Length of time actively employed during

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cycle,

(ii)  Aventis SA’s performance to date of termination, and

(iii) Assumption Aventis SA attains target for balance of cycle

D.   Stock Based Plan awards are exercisable according to the provisions of the plan for the full life of the awards, as though the Executive continued to be employed by Aventis, but with no immediate vesting; provided, however, that in the case of II.B.2 above, all of the awards held by the Executive on the effective date of termination will immediately and completely cease to be exercisable for a period of 12 months following such date, provided, further, that

(i)   if during such 12-month period, the Executive, directly or indirectly, manages, controls, or in any manner engages or has an active participation in a business within the health industry, then the suspension of the exercisability of all of the awards held by the Executive on the effective date of termination shall continue until the expiration of the awards, and

(ii)  if during such 12-month period, the Executive does not, directly or indirectly, manage, control, or in any manner engage or have an active participation in a business within the health industry, then the suspension of the exercisability of all of the awards held by the Executive on the effective date of termination shall terminate upon the expiration of such 12-month period, and the awards may be exercised in accordance with the provisions of the relevant plans.

For the purposes of this Severance Policy, “active participation” includes, without limitation, acting directly or indirectly as an officer, director,

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		proprietor, employee, partner, lender, consultant, advisor, agent or representative.
		E.   Gross Up Payments that result in any excise taxes resulting from Severance Payments.
		F.   Vacation Pay for any unused vacation as of the date of termination.
		G.   Aventis SA and/or one or more other entities of the Aventis Group to be selected by Aventis SA will make any payments provided for in this Severance Policy to the Executive within 30 days following the date of termination.
		H.   Any compensatory payments, severance and other payments (including severance payments, but excluding performance bonus payments, made under or referred to in the 1999 Letter) received by Executive from any other company of the Aventis Group will be deducted from the severance payments to be paid in accordance with this Severance Policy.
VI.	Benefits	On the cost-sharing basis in effect immediately prior to termination, medical, dental, life insurance benefits and disability insurance benefits continue for 24 months after termination.  Discontinued if provided by new employer.
VII.	Retirement	A.   In the case of II.A or II.B.1 above, credit 3 additional years of credited service (but not years of age) to years credited service as to termination for qualified and non-qualified deferred compensation plans.  Additionally, immediate vesting in any non-qualified plan the Executive is a participant. B.In the case of II.
		B.   2 above, immediate termination of credit as from the starting date of the notice period.
VIII.	Outplacement	A.   In the case of II.A or II.B.1 above, outplacement and relocation assistance in accordance with plans in effect at the time of termination, but for not more than 12 months or as required by local practice.
		B.   In the case of II. B.2 above, no outplacement or

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		relocation assistance provided to the Executive.
IX.	Tax and Financial Planning	Provide tax and financial services for a 12-month period for a cost not to exceed 10,000 USD or as required by local practice.
X.	Legal Fees	Reimbursement of legal fees in connection with collecting Severance Payments, not to exceed 100,000 USD.
XI.	Confidentiality	After the date of termination, Executive will strictly comply with the confidentiality obligations provided in his employment or service agreements or arrangements in effect immediately prior to the date of termination, for the period of time provided in such agreements or arrangements.
XII.	Non-Solicitation	During a period of three years immediately following the date of termination, the Executive will not, directly or indirectly, solicit any person who on the date of termination is an officer, employee or consultant of any entity of the Aventis Group, to leave the employ or cease providing services to such entity.
XIII.	Termination	Notwithstanding anything in this Severance Policy to the contrary, the Executive will only be entitled to payments or benefits pursuant to this Severance Policy in the case of II.B.2 above if his employment or service agreements or arrangements with the Aventis Group are effectively terminated before May 31, 2005.
XIV.	Life Insurance	As promptly as practicable after the date hereof, Aventis SA or another entity of the Aventis Group selected by Aventis SA will purchase a life insurance policy for the benefit of Executive’s estate in case of a termination of his employment by reason of his death caused by accident or disease (to the extent the results of a medical examination of the Executive so permit and such policy can be purchased at a reasonable cost), for an amount equal to three times Executive’s Annual Cash Compensation for the year in which the death occurred.  This obligation shall terminate on the earlier of (i) February 28, 2008 and (ii) the date of termination of Executive’s employment or services agreements or arrangements with the Aventis Group.

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XV.	Guarantee	Aventis SA or its successor guarantees obligations for payments under this Severance Policy.
XVI.	Governing Law	This Severance Policy shall be governed by and interpreted under the laws of the State of New Jersey, U.S.A., without giving effect to any conflict of laws provisions.
XVII.	Dispute Resolution	In the event of any dispute under the provisions of this Severance Policy other than a dispute in which the sole relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by arbitration in Manhattan, New York, in accordance with the National Rules for Resolution of Employment Disputes then in effect of the American Arbitration Association, before one arbitrator who shall be an executive officer, or former executive officer of a publicly traded corporation, selected by the parties.  Any award entered by the arbitrator shall be final, binding and non-appealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction.  This arbitration provision shall be specifically enforceable.  The arbitrator shall have no authority to modify any provision of this Severance Policy or to award a remedy for a dispute involving this Severance Policy other than a benefit specifically provided under or by virtue of this Severance Policy.

	/s/ Igor Landau
	By:  Mr. Igor Landau
	Title:  Chairman of the Supervisory Board of Aventis Pharma AG and Member of the Management Board of Aventis SA
Acknowledged and Agreed
/s/ Richard J. Markham
Mr. Richard J. Markham

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[Hoechst letterhead]

1^st October 1999

Dear Mr. Markham:

The purpose of this letter is to supplement the letter agreements dated 19 September 1995 and 10 December 1997 in which we set out our mutual understanding regarding your continued employment with Hoechst Marion Roussel, Inc. (“HMRI” or the “Company”) following the merger of Marion Merrell Dow, Inc. with H. Pharma Acquisition Corp., a subsidiary of Hoechst AG (the “1995 and 1997 Letter Agreements”).  If you accept the terms of this supplemental agreement (“Supplemental Agreement”), please return a signed copy of this Supplemental Agreement to me.

The performance bonus program described in the 1995 Letter Agreement (and as further established by the 1997 Letter Agreement) will be completed on 15 July 2000.  The purpose of this Supplement Agreement is to establish a second performance bonus program that will be for the period 15 July 2000 through 15 July 2004.

Performance Bonus

The performance bonus will reward you for increased shareholder value of Aventis during the four year period ending on 15 July 2004 (the “Performance Bonus Period”).  In the event that you are still employed by Aventis at the end of the Performance Bonus Period, and Aventis has fully achieved its performance targets as described below, you will be entitled to receive a performance bonus equal to two times the sum of: (1) your then current annual base salary and (2) the greater of your target bonus or the average of your annual bonus accrued in the Performance Bonus Period.  In the event you are no longer employed by Aventis at the end of the Performance Bonus Period, you will not be entitled to any payment under this paragraph except as follows:

·if the termination of your employment resulted from your disability or death, the Company will pay you (or your surviving spouse, or, if there is no surviving spouse, your estate) a prorated portion of the above performance bonus, determined by the portion of the Performance Bonus Period for which you were employed by the Company and as if the Performance Targets for the Performance Bonus Period had been achieved at the 100% level;

·if your employment is terminated by the Company other than for cause, the Company will pay you a prorated portion of the above performance bonus determined by the portion of the Performance Bonus Period for which you were employed by the Company and as if the Performance Targets for the Performance Bonus Period had been achieved at the 100% level.

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Change in Control

If there is a change in control during the Performance Bonus Period and you are still employed by Company at the end of the Performance Bonus Period, the Company will pay you the entire performance bonus described in this Supplemental Agreement as if the Performance Target for the Performance Bonus Period had been achieved at the 100% level.

For purposes of this Supplemental Agreement, “Change in Control” shall mean:  the purchase of other acquisition by any person, entity or group of persons of beneficial ownership of 50 percent or more of either the outstanding shares of Aventis common stock or the combined voting power of the then outstanding voting securities of Aventis entitled to vote generally, or a liquidation or dissolution of Aventis or of the sale of all or substantially all of the assets of Aventis.

Performance Targets

·The performance target shall be the average closing price of Aventis stock on the New York Stock Exchange on the last five trading days of the Performance Bonus Period (“the Fourth Anniversary Date”) that would result from an annual stock price growth rate of 15% over the four year period ending on the Fourth Anniversary Date (“Performance Target”).  For purposes of determining the Performance Target the beginning stock price will be the average closing price of Aventis stock on the New York Stock Exchange on the last five trading days ending on 17 July 2000.

·If the Performance Target is achieved at the 100% level on the Fourth Anniversary Date and you are still employed by Aventis on that date, you will be eligible for the Performance Bonus, provided you otherwise satisfy the remaining requirements of this Supplemental Agreement.

·If the Performance Target is not achieved at the 100% level on the Fourth Anniversary Date and you are still employed by Aventis on the date, you will be eligible for a prorated amount of the Performance Bonus if the Performance Target is achieved at the following levels of the Fourth Anniversary Date and provided you otherwise satisfy the remaining requirements of this Supplemental Agreement:

Performance Target	Performance Bonus
80% or less	80%
120% or more	120%

·In the event that there is a spin-off of assets or a business of Aventis, the Performance Targets will be adjusted in accordance with common practice and in a mutually acceptable way.

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Payment Date

·If you are eligible for all or part of the Performance Bonus on the Fourth Anniversary Date, you will receive the Bonus as soon as administratively practicable following the Fourth Anniversary Date.

·If your employment with the Company is terminated before the end of the Performance Bonus period and you (or your surviving spouse or estate) are entitled to receive a Performance Bonus in accordance with terms of this Supplemental Agreement, you (or your surviving spouse or estate) will receive the Performance Bonus as soon as administratively practicable following your date of termination.

This Supplemental Agreement shall not supersede the 1995 and 1997 Letter Agreements in any way.  The Letter Agreements shall remain in full force and effect in accordance with the terms of the Letter Agreements.

Hoechst AG (“HAG”) and Hoechst Marion Roussel, Inc.’s (“HMRI”) rights and obligations under this Supplemental Agreement shall inure to the benefit of and shall be binding upon HAG and HMRI and their successors and assigns.

As an acknowledgement that each party to this Supplemental Agreement has received good and valuable consideration in exchange for the mutual promises herein contained, the parties have signed this Supplemental Agreement below.

Hoechst Marion Roussel, Inc.		Accepted:
By:	[illegible signature]	/s/ Richard J. Markham
Officer of HMRI		Richard J. Markham
		Date:	October 18, 1999
Hoechst AG
By:	/s/ Horst Waesche
Horst Waesche

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EX-99.(E)(4)

Exhibit (e)(4)

October 23, 2002

Dear Mr. Soursac,

It is agreed (i) that the severance policy described in Attachment A hereto replaces in their entirety all of the agreements and provisions relating to severance or other entitlements triggered by a termination of employment or other service contained in all of your existing employment or service agreements or arrangements with any entity of the Aventis Group, with immediate effect, (ii) that such prior agreements and provisions are hereby terminated as of the date hereof, and (iii) that you relinquish and release any and all rights that you may have under such prior agreements and provisions.

	Very truly yours,
	/s/ SUSAN KETTERMAN
	By:  Susan Ketterman
	Vice-President, Human Resources, NA
Acknowledged and Agreed
/s/ THIERRY SOURSAC

Attachment A

Severance Policy

I.Covered Executive	Mr. Thierry Soursac (the “Executive”)
II.Triggering Termination	A termination of employment and service with Aventis SA and its subsidiaries and affiliates (the “Aventis Group”) initiated by either:
	A.The Aventis Group at any time for reason other than disability, death or cause, provided, however, that the Executive will not be entitled to payments or benefits pursuant to this Severance Policy if his current employment or service agreements or arrangements with the Aventis Group are terminated or amended as a result of a restructuring of the Aventis Group and the Executive is offered a position that does not result in a significant reduction in his global responsibilities within the Aventis Group or in a reduction in his base salary.  For the purpose of this Severance Policy, “cause” will mean the conviction of Executive of a felony or a misdemeanor, if the misdemeanor involves moral turpitude or affects the image of the Aventis Group or any entity of the Aventis Group, larceny, embezzlement, conversion or any other act involving the misappropriation of company funds, assets or opportunities, refusal to carry out specific directions by the relevant board of the relevant Aventis entity, gross negligence or intentional misconduct in the performance or non-performance of the services, material breach of any provisions of the relevant employment or service agreements; or
	B.The Executive at any time, if such termination by the Executive occurs within six months following the occurrence of one or more of the following events, provided the Executive gives a one-month prior written notice to the Chairman of the Supervisory Board of Aventis SA:
	(i)significant reduction of his global responsibilities within the Aventis Group; or
	(ii)reduction in his base salary; or

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	(iii)significant amendment to the structure of his Annual Cash Compensation (as defined below).
III.Limitation to Triggering of Severance Policy	Notwithstanding anything in this Severance Policy to the contrary, in the case of II.A and II.B above, the Executive will only be entitled to payments or benefits pursuant to this Severance Policy if (i) he resigns from all of his positions within the Aventis Group immediately upon request of the relevant Aventis entity(ies), (ii) he executes a general and complete release of claims against the Aventis Group in form and substance satisfactory to the Aventis Group, and (iii) he complies with the confidentiality and non-solicitation obligations described in Sections XI and XII below.
IV.Definition of Annual Cash Compensation	For purposes of this Severance Policy, “Annual Cash Compensation” means an amount equal to the sum of A and B below:
	A.Annual base salary (which, in the case of split payrolls, shall be the sum of all annual base salaries paid to the Executive by the relevant entities of the Aventis Group in the relevant jurisdictions) in effect immediately prior to the effective date of the termination, and
	B.The target bonus level (which, in the case of split payrolls, shall be the sum of all target amounts in the relevant jurisdictions) for the year in which the termination occurred.
V.Payments	A.Cash Severance Payments.  In the case of II.A or II.B above, the Executive will receive a severance payment equal to three (3) times his Annual Cash Compensation.  This severance payment includes, among other things, the compensation relating to any required contractual or statutory notice period.
	B.Annual Bonus payment will be prorated for the period in which the termination occurs, including any notice period.
	C.Long Term Incentive Plan awards will be prorated based on the following:
	(i)    Length of time actively employed during cycle,
	(ii)Aventis SA’s performance to date of

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	termination, and
	(iii)Assumption Aventis SA attains target for balance of cycle
	D.Stock Based Plan awards are exercisable according to the provisions of the plan for the full life of the awards, as though the Executive continued to be employed by Aventis, but with no immediate vesting.
	E.Gross Up Payments that result in any excise taxes, resulting from Severance Payments.
	F.Vacation Pay for any unused vacation as of the date of termination.
	G.    Aventis S.A. and/or one or more other entities of the Aventis Group to be selected by Aventis SA will make any payments provided for in this Severance Policy to the Executive within 30 days following the date of termination.
	H.    Any compensatory payments, severance and other payments received by Executive from any other company of the Aventis Group will be deducted from the severance payments to be paid in accordance with this Severance Policy.
VI.Benefits	On the cost sharing basis in effect immediately prior to termination, medical, dental, life insurance benefits and disability insurance benefits continue for 24 months after termination.  Discontinued if provided by new employer.
VII.Retirement	In the case of II.A or II.B above, immediate termination of credit as from the expiration of the notice period.
VIII.Outplacement	In the case of II.A or II.B above, outplacement and relocation assistance in accordance with plans in effect at the time of termination, but for not more than 12 months or as required by local practice.
IX.Tax and Financial Planning	Provide tax and financial services for a 12-month period for a cost not to exceed 10,000 USD or as required by local practice.
X.Legal Fees	Reimbursement of legal fees in connection with collecting Severance Payments, not to exceed 50,000 USD.
XI.Confidentiality	After the date of termination, Executive will strictly comply with the confidentiality obligations provided in his

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	employment or service agreements or arrangements in effect immediately prior to the date of termination, for the period of time provided in such agreements or arrangements.
XII.Non-Solicitation	During a period of three years immediately following the date of termination, the Executive will not, directly or indirectly, solicit any person who on the date of termination is an officer, employee or consultant of any entity of the Aventis Group, to leave the employ or cease providing services to such entity.
XIII.Termination	Notwithstanding anything in this Severance Policy to the contrary, the Executive will only be entitled to payments or benefits pursuant to this Severance Policy in the case of II.A or II.B above if his employment or service agreements or arrangements with the Aventis Group are effectively terminated before February 28, 2007.
XIV.Guarantee	Aventis SA or its successor guarantees obligations for payments under this Severance Policy.

	/s/ SUSAN KETTERMAN
	By: Susan Ketterman
	Vice President, Human Resources, NA
Acknowledged and Agreed
/s/ THIERRY SOURSAC
Mr. Thierry Soursac

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EX-99.(E)(5)

Exhibit (e)(5)

[Aventis letterhead]

[Non-binding free translation into English for information purposes only. Original in German.]

Service Agreement with Dr. Heinz-Werner Meier

Frankfurt, February 7, 2003

Dear Mr. Meier,

By determination of the Supervisory Board of Aventis Pharma Germany GmbH, your appointment to the position of Chairman of the Management Board of Aventis Pharma Germany GmbH has been confirmed for the maximum duration of 5 years, effective May 16^th, 2002.

Subsequently, in consideration of your appointment as Management Board member of Hoechst AG, effective May 15^th, 2002 and your appointment as Executive Vice President for Human Resources for Aventis S.A., effective May 15^th, 2002 based on an authorisation by the Supervisory Board of Aventis Pharma Germany GmbH, I would like to summarize your working arrangements as follows:

Your original employment agreement with Hoeschst AG and Hoechst Marion Roussel Deutschland GmbH, dated September 25^th, 1995, December 3^rd, 1997 and December 13^th, 1999 will continue to apply in accordance with its terms, subject to the following changes.  The entry date is settled on October 1^st, 1985.

Your annual gross base salary – effective May 15^th, 2002 – will be EUR 406,000.  The next review of your base salary will occur on March 1^st, 2003.

A bonus is payable in addition.  The target bonus is 60% of your annual base salary with a spread from 0 to 90%.  This bonus target will apply from 2002 onwards.  The bonus payment will be determined after the end of each business year based on company performance of the Aventis Group and the achievement of your individual objectives.  The bonus will be paid in March following the relevant business year.

We are agreed that the aforementioned emoluments components are full compensation for the three functions described above.  In view of the varying locations of your employment and your varying responsibilities 40% of your annual fixed salary and bonus will be paid in Germany and the remaining 60% of annual fixed salary and bonus in France.

Taking up appointment to any supervisory board in any other company or of any other additional commercial employment is subject to the agreement of the chairman of the supervisory board.

You are entitled to participate in the Aventis Stock Option Program.  The Aventis S.A. supervisory board will determine the number of Stock Options.  The supervisory board has the right to cancel the grant of such Stock Options or to amend the quantity at any time.

Herein settled agreements are valid until the end of the appointment as Chairman of the Board of Management of Aventis Pharma Germany GmbH.  In this case the parties will also agree upon the termination of the employment contract with Aventis Pharma Germany GmbH.  In case of termination, change or non-prolongation of your employment and service agreement before age 60, the attached Severance Policy (attachment 1), which is part of this agreement, will apply in accordance with its terms from May 15^th, 2002 onwards.

Any other compensatory payments and severance payments from employment relationships with other companies of the Aventis Group will be offset against severance payments from the attached policy.  This applies also to salary payments of Aventis Pharma Germany GmbH as – in case of termination of employment – to pension payments of Aventis Pharma Germany GmbH or of any other company of the Aventis Group, in each case calculated for a time period of three years from the effective date of the termination.

Your employment relationship expires at the end of the last month of your 65th year and you then retire without any specific notice or agreement being needed.  From the last day of your 60th year on we are entitled to resolve to retire you on full company pension.  You may also initiate any such resolution.  The Severance Policy will not apply in the event of your retirement after the end of your 60th year.

You will receive a pension commitment, the details of which are given in Attachment 2 to this service agreement.  Any continued payment of salary arising from any employment relationship with any other Aventis Group subsidiary will be set off against pension payments.

You have decided to continue your membership in the public German government pension scheme.  Aventis Pharma Germany GmbH will continue to provide the employer contributions up to the relevant ceilings.

You may continue to participate in the Deferred Compensation scheme of Aventis Pharma Germany GmbH.

Your cafeteria payments in Germany will expire on May 31^st, 2002 and effective June 1^st, 2002 Aventis S.A. will provide you with a company car according to Aventis S.A. conditions.  Other benefits in kind – as far as not mentioned here especially – will be provided according to the regulations of Aventis S.A.

We will enter into negotiations with you on your future tasks and / or re-appointment as chairman 10 months before your appointment expires at the latest.

This agreement comes into effect in accordance with the agreement of the supervisory board of Aventis Pharma S.A. on February 4, 2003.

I would request you please to sign the enclosed copies of this contract and of the Severance Policy and return the signed copies to us.

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We look forward to a continued successful business relationship with you.

Yours sincerely,

AVENTIS PHARMA
GERMANY GMBH

[illegible signature]

(Chairman of the Supervisory Board of Aventis Pharma Germany GmbH)

On behalf of the Supervisory Board

	/s/ HEINZ-WERNER MEIER
	Heinz-Werner Meier
Enclosures
Attachment 1: Severance Policy
Attachment 2: Pension Commitment

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[Aventis letterhead]

[Non-binding free translation into English for information purposes only. Original in German.]

Attachment 1 to the Service Agreement with Dr. Heinz-Werner Meier

Severance Policy

I.Covered Executive

Mr. Heinz Werner Meier (the “Executive”)

II.Triggering Termination

A termination of employment and service with Aventis Pharma Deutschland GmbH, excluding a revocation of Executive from the management board of Aventis S.A. or any French entity of the Aventis Group, initiated by either:

A.Aventis Pharma Deutschland GmbH, at any time for reason other than disability, death or cause, provided, however, that the Executive will not be entitled to payments or benefits pursuant to this Severance Policy if his current employment or service agreements with the Aventis Group are terminated or amended as a result of a restructuring of the Aventis Group and the Executive is offered a position that does not result in a significant reduction in his global responsibilities within the Aventis Group nor in reduction in his base salary or significant amendment to the structure of his Annual Cash Compensation (as defined below) or his Severance Policy.

B.The Executive at any time, if such termination by the Executive occurs within six months following the occurrence of one or more of the following events, provided the Executive gives a one-month prior written notice to the legal representative of Aventis Pharma Deutschland GmbH:

(i)significant reduction of his global responsibilities within the Aventis Group; or

(ii)reduction in his base salary; or

(iii)significant amendment to the structure of his Annual Cash Compensation (as defined below) or his Severance Policy.

III.Limitation to Triggering of Severance Policy

Notwithstanding anything in this Severance Policy to the contrary, in the case of II.A and II.B above, the Executive will only be entitled to payments pursuant to this Severance Policy if (i) he resigns from all positions within the Aventis Group immediately upon request of the relevant Aventis entity, (ii) he executes a complete release of claims against the Aventis Group in form and substance satisfactory to the Aventis Group, which, however, does not apply to any claims with regard to pension plans or compensation, and (iii) he complies with the confidentiality and non-solicitation obligations described in Sections XI and XII below.

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IV.Definition of Annual Cash Compensation

For purposes of this Severance Policy, “Annual Cash Compensation” means an amount equal to the sum of A and B below:

A.Annual base salary (which, in the case of split payrolls, shall be the sum of all annual base salaries paid to the Executive by the relevant entities of the Aventis Group in the relevant jurisdictions) in effect immediately prior to the effective date of the termination, and

B.The target bonus level (which, in the case of split payrolls, shall be the sum of all target amounts in the relevant jurisdictions) for the year in which the termination occurred.

V.Payments

A.Cash Severance Payments.  In case of II.A or II.B above, the Executive will receive a severance payment equal to three (3) times his Annual Cash Compensation.  This severance payment includes, among other things, the compensation relating to any required contractual or statutory notice period.

B.Annual Bonus payment will be prorated, based on Target Bonus, for the period in which the termination occurs, including any notice period.

C.Long Term Incentive Plan awards will be prorated based on the following:

(i)Length of time actively employed during cycle,

(ii)Aventis S.A.’s performance to date of termination, and

(iii)Assumption Aventis S.A. attains target for balance of cycle.

D.Stock Based Plan awards are exercisable according to provisions of the plan for the full life of the awards, as though the Executive continued to be employed by the Aventis Group, but with no immediate vesting.

E.Vacation Pay for any unused vacation as of the date of termination.

F.Aventis Pharma Deutschland GmbH will make any payments provided for in this Severance Policy to the Executive within 30 days following the date of termination or in installments, if wished so by the Executive.

G.Any compensatory payments, severance and other payments received by Executive from any other company of the Aventis Group will be deducted from the severance payments to be paid in accordance with this Severance Policy.

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VI.Benefits

On the cost-sharing basis in effect immediately prior to termination, medical, dental, life insurance benefits and disability insurance benefits continue for 24 months after termination.  Discontinued if provided by new employer.

VII.Retirement

In the case of II.A or II.B above, immediate termination of credit as from the expiration of the notice period, provided that pension rights vested on the date of expiration of the notice period shall not be effected.

VIII.Outplacement

In the case of II.A or II.B above, outplacement and relocation assistance in accordance with plans in effect at the time of termination, but for not more than 12 months or as required by local practice.

IX.Tax and Financial Planning

Provide tax and financial services for a 12-month period as required by local practice.

X.Legal Fees

Reimbursement of legal fees in connection with collecting Severance Payments, not to exceed 50,000 EUR.

XI.Confidentiality

After the date of termination, Executive will strictly comply with confidentiality obligations provided in his employment or service agreements or arrangements in effect immediately prior to the date of termination, for the period of time provided in such agreements or arrangements.

XII.Non-Solicitation

During a period of three years immediately following the date of termination, the Executive will not, directly or indirectly, solicit any person who on the date of termination is an officer, employee or consultant of any entity of the Aventis Group, to leave the employ or cease providing services to such entity.

XIII.Termination

Notwithstanding anything in this Severance Policy to the contrary, the Executive will only be entitled to payments or benefits pursuant to this Severance Policy in the case of II.A or II.B above if his employment or service agreements or arrangements with the Aventis Group are effectively terminated before December 31, 2007.

Frankfurt, February 7, 2003

AVENTIS PHARMA
GERMANY GMBH

[illegible signature]

(Chairman of the Supervisory Board of Aventis Pharma Germany GmbH)

On behalf of the Supervisory Board

/s/ HEINZ-WERNER MEIER

Heinz-Werner Meier

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[Aventis letterhead]

[Non-binding free translation into English for information purposes only. Original in German.]

Attachment 2 to the Service Agreement with Dr. Heinz-Werner Meier

Pension Commitment

Frankfurt, February 7, 2003

Dear Mr. Meier:

The following has been agreed with you as a supplement to your service agreement.

You will continue to be a member of the “Pensionskasse der Mitarbeiter der Hoechst-Gruppe VVaG”.  The company will continue to contribute to your pension account in the “Pensionskasse” together with your own contributions.

The conditions below apply from the termination of your employment as Chairman of the Board of Management of Aventis Pharma Deutschland GmbH without affecting any rights or claims you may have arising from your membership of the “Pensionskasse der Mitarbeiter der Hoechst-Gruppe VVaG”.

1.You will receive an annual company pension of 45% of your base salary plus 1% for each year of service as Chairman of the Management Board of the Aventis Pharma Germany GmbH from May 16^th, 2002, totalling a maximum of 55% of your last base salary.

Pension benefits arising out of the Basic Pension Plan (Ordnung der betrieblichen Grundversorgung) will be offset against these pension payments, except the pension payments of the “Pensionskasse” arising from your own contributions to it.

The pension will change on the first of May of the subsequent year at the same rate as that of the cost of living adjustment for all private households in Germany by comparison with the date on which the pension was first paid or the last date of review.

2.No entitlement to pension exists if the following conditions apply.

a)You leave the company at your own request before the end of your 60th year without being incapable of working.  In such a case, however, your pension entitlement will be as laid down in § 1 b of the German Law on Improving Company Pensions dated 19 December 1974 to the extent to which it is vested under that law.  The vested pension is payable as an old-age pension from the end of your 60th year, as an disability pension from the date of your becoming occupationally disabled within the meaning of the German Social Code Book VI and as a widow’s and / or surviving dependants’ pension in the event of your death.

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In the event of notice of termination of employment being served for reasons covered by clause II.B of the Severance Policy per Attachment 1 your unrestricted pension entitlement will apply.

b)Your conduct gives the company good reason to terminate the employment relationship without notice.

3.In case of death your widow will receive, after a transition period of three months, a widow’s pension of 60% of your retirement pension, unless the marriage took place after your retirement or after you reached the age of 60 and

a)lasted less than 5 years, or

b)the widow is over 20 years younger than yourself.

During the month of your death and for the 3 months thereafter your widow and any children entitled to dependants’ pensions will receive the full pension.

4.Dependant unmarried children receive 15% of the full pension each after the transition period in clause 3 paragraph 2 if a widow’s pension is also paid or 30% if not.  This applies provided they are not yet 21 or as long as they are apprentices or in recognised training for a recognised profession and not yet 27.  The total pension paid may not exceed 80% of the full pension.  If so, then the pensions paid will be reduced pro rata.  They increase again up to the maximum amount should any pension cease to be paid during its term of entitlement.

5.Should you undertake any gainful employment approved by the company whilst drawing the aforementioned pension then the company shall be entitled to set that income off against the pension if your total emoluments from your last full year of employment as a member of our board of management are exceeded thereby.  If the company does not waive such setoff from the outset then you have a duty to advise them at the end of every quarter of all income received from that gainful employment.

6.Pensions will be paid at the end of each month after the period of salary payment ends.

7.Granting entitlement to payment under the provisions of this agreement excludes the granting of company-financed payments from other company pension funds or that/those of any subsidiary.  If such payments are based on legal obligations then the company shall be entitled to set same off against payments made under the provisions of this agreement.

8.The company is entitled to reduce or cancel pension entitlement, including that for widows and / or dependants, under the following conditions.

a)You breach your duty of confidentiality under your contract of employment and the conditions applying to your appointment as chairman of the board of management.

b)You are guilty of behaviour that would have entitled the company to serve notice of immediate termination of employment under your contract of employment.

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c)The recipients of benefits payable to surviving dependents commit acts of omission or commission that are in breach of good faith to such an extent that the company cannot reasonably be expected to continue such payments.

This pension commitments replaces the regulations of the Supplemental Pension Plan (Ordnung der betrieblichen Zusatzversorgung) of Aventis Pharma Germany GmbH.

Yours sincerely,
AVENTIS PHARMA GERMANY GMBH
	[illegible signature]
(Chairman of the Supervisory Board of Aventis Pharma Germany GmbH)
On behalf of the Supervisory Board

	/s/ HEINZ-WERNER MEIER
	Heinz-Werner Meier
Annex

9

[Aventis letterhead]

[Non-binding free translation into English for information purposes only. Original in German.]

Annex to the pension commitment of Dr. Heinz-Werner Meier

To

Dr Heinz-Werner Meier

-internal-

February 7, 2003

Addition to the pension commitment

Dear Dr. Meier,

In addition to the pension commitment dated February 7, 2003, we inform you that the entitlement to the before mentioned pension commitment is incompatible with the benefit of the GRCD plan (French top executive pension plan).

Best regards,

AVENTIS PHARMA DEUTSCHLAND GMBH
[illegible signature]
(Chairman of the Supervisory Board)
	/s/ HEINZ-WERNER MEIER
	Dr. Heinz-Werner Meier

10

EX-99.(E)(6)

Exhibit (e)(6)

[Non-binding free translation into English for information purposes only. Original in German.]

Agreement

Between	Hoechst Aktiengesellschaft, Frankfurt am Main,
	Represented by the Chairman of the Supervisory Board Mr. Justus Mische
	– hereinafter the “Company” –
And Mr.	Dr. Dirk Oldenburg
	Together the “Parties”

The Company acknowledges that Dr. Dirk Oldenburg has been appointed member of the management board (Directoire) of Aventis S.A. in Strassburg, as of May 15, 2002, and that he has since then an employment relationship as member of the management board (Vorstandsdienstverhältnis) with Aventis S.A.

By resolution of the Company’s supervisory board of February 7, 2003, Dr. Oldenburg has been appointed an ordinary member of the management board, effective as of March 1, 2003, for an indefinite time but at the latest until February 28, 2008.

In consultation with the supervisory board of Aventis S.A., the Parties hereby enter into the following employment agreement, effective as of March 1, 2003:

1.In addition to his position as a member of the Directoire of Aventis S.A. in Strassburg, Dr. Oldenburg is appointed member of the management board of Hoechst Aktiengesellschaft.

As of March 1, 2003, Hoechst Aktiengesellschaft will succeed to the contractual obligations of Aventis Pharma AG arising from the “Service Agreement” with Dr. Oldenburg, dated November 8, 2000, as amended since through adjustments of benefits.  The relevant date of entry remains August 17, 1998.

As of March 1, 2003, Dr. Oldenburg’s obligations vis-à-vis Aventis Pharma AG arising from the “Service Agreement”, dated November 8, 2000, will apply to the same extent vis-à-vis Hoechst Aktiengesellschaft.

Taking up appointment to any supervisory board in any other company or of any other additional commercial employment is subject to the agreement of the chairman of the supervisory board.

2.In his capacity as a member of the management board of Hoechst Aktiengesellschaft, Dr. Oldenburg will dedicate approximately 30% of his working time to his duties, including supervision of the Company’s subsidiaries and associated companies. The Parties agree that Dr. Oldenburg’s full compensation (“Gesamteinkommen”) is determined by the supervisory board of Aventis S.A. In its meeting on February 4, 2003, the supervisory board of Aventis S.A. established Dr. Oldenburg’s base salary (without grant of stock options) for 2003 at

EUR 531,200 and his target bonus at 60% of the base salary. Of this full compensation,(Gesamteinkommen) Dr. Oldenburg will receive a proportionate share of 30% of his future total income (Gesamtbezüge) from Hoechst Aktiengesellschaft in Germany in his capacity as member of the management board.

This means, that Dr. Oldenburg, starting on March 1^st, 2003, will be granted by the company

a)a fix, gross annual base salary of EUR 159,360 (In words one hundred fifty nine thousand and three hundred and sixty euros) payable at the end of the month and

b)in the case he meets the economical and personal goals he agreed on with Aventis SA., EUR 95,616 (in words ninety five thousand six hundred and sixteen euros) which corresponds to 60 % of his annual base salary ,

A change of Dr Oldenburg’s income by the Supervisory board of Aventis will induce symmetrically a change in the amount which has to be paid by Hoechst.

Dr. Oldenburg is authorized to participate in Aventis’ stock option program. The amount of stock option granted to Dr Oldenburg will be determined by Aventis SA’s Supervisory board, that is authorized to terminate the distribution of stock options or to change the amount of stock options to be distributed.

3.The duration of this contract is conditioned by the duration of the service relationship between Dr. Oldenburg and Aventis S.A.

4.In the event of a termination, change or expiry of the employment relationship before the completion of the 60^th year of life of Dr. Oldenburg, possible claims for severance payments shall be governed by the “Severance Policy” which is attached as Attachment 1 which as of March 1, 2003 replaces the commitment regarding  severance payments which was so far set forth in the “Service Agreement” with Aventis Pharma AG, dated November 8, 2000.

Other settlement payments that are based on employment with other companies of the Aventis Group shall be offset against the payments that are based on the “Severance Policy.  This will apply equally for salary payments made by Hoechst Aktiengesellschaft and other companies of the Aventis Group as well as, in case of termination of the employment relationship, for pension payments of Hoechst Aktiengesellschaft or of any other company of the Aventis Group, for each payment for a period of three years commencing with the termination.

5.Mr. Oldenburg will receive a commitment by the Company for pension payments. Details will be governed by Attachment 2 to this employment agreement.

The employment relationship will terminate at the end of the month in which Mr. Oldenburg will complete his 65^th year of life, and he will retire without the need of a particular notice of termination or agreement.  As of his 60^th year of life he may be asked to retire upon granting the payments arising out of the pension commitment; such decision may also be initiated by Mr. Oldenburg. In the event of retirement after the completion of 60 years, the Severance Policy does not apply.

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Mr. Oldenburg will still be entitled to continue the additional company pension plan by deferred compensation (Gehaltsumwandlung) with the company.

6.During the contract, the company enters into an insurance contract in favor of Mr. Oldenburg for an amount of €1.000.000 in case of accidental death or disability caused by an accident.

All other benefits in kind, including the use of a service car, and unless stated otherwise are governed by the rules of Aventis Strasburg S.A..

7.At the latest 10 months before the end of the appointment as a member of the supervisory board the company will take up discussions with you regarding your further assignments and a possible reappointment as a member of the supervisory board.

Frankfurt/Main, April 22, 2003
/s/ JUSTUS MISCHE	/s/ DIRK OLDENBURG
Justus Mische	Dr. Dirk Oldenburg
(Chairman of the Supervisory Board)

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[Non-binding free translation into English for information purposes only. Original in German.]

Attachment 1 to the Service Agreement with Dr. Oldenburg

Severance Policy

I.Covered Executive

Dr. Dirk Oldenburg

II.Scope

The severance policy applies in case of  the termination of Dr. Oldenburg’s employment and service agreement with Hoechst AG, excluding a revocation from the management board of Aventis S.A. or any French entity of the Aventis Group, under the following circumstances:

A.Termination by Hoechst AG due to a dismissal or the absence of a prolongation other than pursuant to disability, death or cause, provided, however, that Dr. Oldenburg will not be entitled to payments or benefits pursuant to this Severance Policy if his current employment and service agreement with the Aventis Group is terminated or amended as a result of a restructuring of the Aventis Group and Dr. Oldenburg is offered a position that does not result in a significant reduction in his global responsibilities within the Aventis Group nor in reduction in his base salary or significant amendment to the structure of his Annual Cash Compensation (as defined below) or his Severance Policy.

B.Termination on behalf of Dr. Oldenburg with one month prior written notice, if such termination occurs within six months following the occurrence of one or more of the following events:

(i)significant reduction of his global responsibilities within the Aventis Group; or

(ii)reduction in his base salary; or

(iii)significant amendment to the structure of his Annual Cash Compensation (as defined below) or his Severance Policy.

III.Conditions

Dr. Oldenburg will only be entitled to payments pursuant to this Severance Policy in the case of II.A and II.B, if (i) he resigns from all positions within the Aventis Group immediately upon request of the relevant Aventis entity, (ii) he executes a complete release of claims against the Aventis Group (excluding any claims with regard to pension plans or compensation), and (iii) he complies with the confidentiality and non-solicitation obligations described in Sections XI and XII below.

IV.Definition of Annual Cash Compensation

For purposes of this Severance Policy, “Annual Cash Compensation” means an amount equal to the sum of A and B below:

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A.Annual base salary (which, in the case of split payrolls, shall be the sum of all annual base salaries paid by the relevant entities of the Aventis Group) in effect at the date of the termination, and

B.The target bonus level (which, in the case of split payrolls, shall be the sum of all target amounts paid by the relevant entities ) for the year in which the termination occurred.

V.Payments

A.Cash Severance Payments.  In case of II.A or II.B above, the Executive will receive a severance payment equal to three (3) times his Annual Cash Compensation.  This severance payment includes, among other things, the compensation relating to any required contractual or statutory notice period.

B.Annual Bonus payment will be prorated, based on Target Bonus, for the period in which the termination occurs, including any notice period.

C.Long Term Incentive Plan awards will be prorated based on the following:

(i)Length of time actively employed during cycle,

(ii)Aventis S.A.’s performance to date of termination, and

(iii)Assumption Aventis S.A. attains target for balance of cycle.

D.Stock Based Plan awards are exercisable according to provisions of the plan for the full life of the awards, as though Dr. Oldenburg continued to be employed by the Aventis Group, but with no immediate vesting.

E.Vacation Pay for any unused vacation as of the date of termination.

F.Hoechst AG will make any payments provided for in this Severance Policy within 30 days following the date of termination or in installments, if wished so by Dr. Oldenburg..

G.Any compensatory payments, severance and other payments received from any other company of the Aventis Group will be deducted from the severance payments to be paid in accordance with this Severance Policy.

VI.Benefits

On the basis of what is in effect immediately prior to termination, the employer’s contributions to medical and care insurance as well as to the company’s life and disability insurance continue to be paid for 24 months after termination. This does not apply if they are provided by the new employer.

VII.Retirement

In the case of II.A or II.B above, the prorated retirement benefits are determined  as from the expiration of the notice period, with the pension rights vested on the date of expiration of the notice period not being affected.

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VIII.Outplacement

In the case of II.A or II.B above, outplacement and relocation costs are reimbursed in accordance with plans in effect at the time of termination, but for not more than 12 months or as required by local practice.

IX.Tax and Financial Planning

For a 12-months period, tax and financial services are provided as required by local practice.

X.Legal Fees

Legal fees in connection with the termination of the employment and service agreement, are reimbursed up to an amount of 50,000 EUR.

XI.Confidentiality

Confidentiality obligations provided for in the employment or service agreements or arrangements in effect immediately prior to the date of termination continue to apply after the date of termination, for the period of time provided for in such agreements or arrangements.

XII.Non-Solicitation

During a period of three years immediately following the date of termination, the Dr. Oldenburg will not, directly or indirectly, solicit any person who on the date of termination is an officer, employee or consultant of any entity of the Aventis Group, to leave the employ or cease providing services to such entity.

XIII.Termination

Dr. Oldenburg will only be entitled to payments or benefits pursuant to this Severance Policy in the case of II.A or II.B above if his employment or service agreement with the Aventis Group are effectively terminated before December 31, 2007.

Frankfurt/Main, 04/22/2003
/s/ JUSTUS MISCHE	/s/ DIRK OLDENBURG
Justus Mische	Dr. Dirk Oldenburg
(Chairman of the Supervisory Board)

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[Non-binding free translation into English for information purposes only. Original in German.]

Attachment 2 to the Service Agreement with Dr. Oldenburg

Pension Commitment

Dear Mr. Oldenburg:

The following has been agreed with you as a supplement to your service agreement.

You will continue to be a member of the “Pensionskasse der Mitarbeiter der Hoechst-Gruppe VVaG”.  The company will continue to contribute to your pension account in the “Pensionskasse” together with your own contributions.

The conditions below apply from the termination of your employment without affecting any rights or claims you may have arising from your membership of the “Pensionskasse der Mitarbeiter der Hoechst-Gruppe VVaG”.

1.You will receive an lifelong annual company pension which as of  March 1, 2003 amounts to 41% of your base salary (i.e. in case of split payrolls for the annual base salary the sum of all the amounts paid by the different entities). Until the end of the age of 60, it increases by 1% for each year of service as a management board member, up to a maximum of 55% of your last annual base salary.

Pension benefits arising out of the Basic Pension Plan (Ordnung der betrieblichen Grundversorgung, Pensionskasse) will be offset against these pension payments, except the pension payments of the “Pensionskasse” arising from your own contributions to it.

The pension will change on the first of May of the subsequent year at the same rate as that of the cost of living adjustment (increase or decrease) for all private households in Germany by comparison with the date on which the pension was first paid or the last date of review.

2.No entitlement to pension exists if the following conditions apply.

a)You leave the company at your own request before the end of your 60th year without being incapable of working, except if you leave the company for the reasons mentioned in § II.B of the Severance Policy according to attachment 1.  In such a case, however, your pension entitlement will be as laid down in § 1 b of the German Law on Improving Company Pensions dated 19 December 1974 to the extent to which it is vested under that law.  The vested pension is payable as an old-age pension from the end of your 60th year, as an disability pension from the date of your becoming occupationally disabled within the meaning of the German Social Code Book VI and a dependants’ pension in the event of your death.

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b)Your conduct gives the company good reason to terminate the employment relationship without notice.

3.Your widow will receive, after a transition period of three months, a widow’s pension of 60% of your retirement pension, unless the marriage took place after your retirement or after you reached the age of 60 and

a)lasted less than 5 years, or

b)the widow is over 20 years younger than yourself.

During the month of your death and for the 3 months thereafter your widow and any children entitled to dependants’ pensions will receive the full pension.

4.Dependant unmarried children, provided they are not yet 21 or as long as they are apprentices or in recognized training for a recognized profession and not yet 27, receive 15% of the full pension each after the transition period in clause 3 paragraph 2 if a widow’s pension is also paid or 30% if not.  Widow’s and dependant children’s pension paid may not exceed 80% of the full pension.  If so, then the pensions paid will be reduced pro rata.  They increase again up to the maximum amount should any pension cease to be paid during its term of entitlement.

5.Should you undertake any gainful employment approved by the company whilst drawing the aforementioned pension then the company shall be entitled to set that income off against the pension if your total emoluments from your last full year of employment as a member of our board of management are exceeded thereby.  If the company does not waive such setoff from the outset then you have a duty to advise the company at the end of every quarter of all income received from that gainful employment.

6.Pensions will be paid at the end of each month after the period of salary or transition period payment ends.

7.Granting entitlement to payment under the provisions of this agreement excludes the granting of company-financed payments from other company pension funds or those of any subsidiary.  If such payments are based on legal obligations then the company shall be entitled to set them off against payments made under the provisions of this agreement.

8.The company is entitled to reduce or cancel pension entitlement, including that for dependants, under the following conditions.

a)You breach your duty of confidentiality under your employment  agreement and due to your appointment as chairman of the board of management.

b)You are guilty of behaviour that would have entitled the company to serve notice of immediate termination of employment under your employment agreement.

c)The recipients of benefits payable to dependents commit acts of omission or commission that are in breach of good faith to such an extent that the company cannot reasonably be expected to continue such payments.

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This pension commitment replaces the regulations concerning company pension funds previously contained in the “Service Agreement” with Aventis Pharma AG of November 8, 2000.

Yours sincerely,
Hoedst Aktiengesellschaft
/s/ JUSTUS MISCHE	/s/ DIRK OLDENBURG
(Justus Mische)	(Dr. Dirk Oldenburg)
(Chairman of the Supervisory Board)
Frankfurt/Main, April 22nd 2003

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EX-99.(E)(7)

Exhibit (e)(7)

[Aventis Pharmaceuticals letterhead]

July 22, 2002

Frank Douglas, Ph.D., MD
50 Meeker Road
Basking Ridge, NJ  07920

Dear Dr. Douglas:

It is agreed (i) that the severance policy described in Attachment A hereto, which relates to your new position as Chief Scientific Officer and Executive Vice President DI&A of Aventis, replaces in its entirety all of the agreements and provisions relating to severance or other entitlements triggered by a termination of employment or other service contained in all of your existing employment or service agreements or arrangements with any entity of the Aventis Group (defined as Aventis SA and any of its subsidiaries and affiliates), with immediate effect, (ii) that such prior agreements and provisions are hereby terminated as of the date hereof, and (iii) that you relinquish and release any and all rights that you may have under such prior agreement and provisions.

Very truly yours,

/s/ SUSAN KETTERMAN

Susan Ketterman

Vice President, Human Resources, NA

Acknowledged and Agreed:

/s/ FRANK DOUGLAS

Frank Douglas, Ph.D., MD

Attachment A

Severance Policy

I.Covered Executive	Frank Douglas, Ph.D., MD (the “Executive”)
II.Triggering Termination	A termination of employment and service with Aventis Group (defined as Aventis SA and its subsidiaries and affiliates), excluding a revocation of Executive from the management board of Aventis SA or any French entity of the Aventis Group, initiated by either:
	A.The Aventis Group at any time for reason other than disability, death or cause, provided, however, that the Executive will not be entitled to payments or benefits pursuant to this Severance Policy if his current employment or service agreements or arrangements with the Aventis Group are terminated or amended as a result of a restructuring of the Aventis Group and the Executive is offered a position that does not result in a significant reduction in his global  responsibilities within the Aventis Group or in reduction in his base salary.  For the purpose of this Severance Policy, “cause” will mean the conviction of Executive of a felony or a misdemeanor, if the misdemeanor involves moral turpitude or affects the image of the Aventis Group or any entity of the Aventis Group, larceny, embezzlement, conversion or any other act involving the misappropriation of company funds, assets or opportunities, refusal to carry out specific directions by the relevant board of the relevant Aventis entity, gross negligence or intentional misconduct in the performance or non-performance of the services, material breach of any provisions of the relevant employment or service agreements; or
	B.The Executive at any time, if such termination by the Executive occurs within six months following the occurrence of one or more of the following events, provided the Executive gives a one-month prior written notice to the legal representative of [relevant subsidiary]:

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	(i)significant reduction of his global responsibilities within the Aventis Group; or
	(ii)reduction in his base salary; or
	(iii)significant amendment to the structure of his Annual Cash Compensation (as defined below).
III.Limitation to Triggering of Severance Policy	Notwithstanding anything in this Severance Policy to the contrary, in the case of II.A and II.B above, the Executive will only be entitled to payments or benefits pursuant to this Severance Policy if (i) he resigns from all of his positions within the Aventis Group immediately upon request of the relevant Aventis entity(ies), (ii) he executes a general and complete release of claims against the Aventis Group in form and substance satisfactory to the Aventis Group, and (iii) he complies with the confidentiality and non-solicitation obligations described in Sections XI and XII below.
IV.Definition of Annual Cash Compensation	For purposes of this Severance Policy, “Annual Cash Compensation” means an amount equal to the sum of A and B below:
	A.Annual base salary (which, in the case of split payrolls, shall be the sum of all annual base salaries paid to the Executive by the relevant entities of the Aventis Group in the relevant jurisdictions) in effect immediately prior to the effective date of the termination, and
	B.The target bonus level (which, in the case of split payrolls, shall be the sum of all target amounts in the relevant jurisdictions) for the year in which the termination occurred.
V.Payments	A.Cash Severance Payments.  In the case of II.A or II.B above, the Executive will receive a severance payment equal to three (3) times his Annual Cash Compensation.  This severance payment includes, among other things, the compensation relating to any required contractual or statutory notice period.
	B.Annual Bonus payment will be prorated for the period in which the termination occurs, including any notice period.
	C.Long Term Incentive Plan awards will be prorated based on the following:

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	(i)Length of time actively employed during cycle,
	(ii)Aventis SA’s performance to date of termination, and
	(iii)Assumption Aventis SA attains target for balance of cycle
	D.Stock Based Plan awards are exercisable according to the provisions of the plan for the full life of the awards, as though the Executive continued to be employed by the Aventis Group, but with no immediate vesting.
	E.Gross Up Payments that result in any excise taxes resulting from Severance Payments.
	F.Vacation Pay for any unused vacation as of the date of termination.
	G.[name of relevant subsidiary] and/or one or more other entities of the Aventis Group to be selected by [name of relevant subsidiary] will make any payments provided for in this Severance Policy to the Executive within 30 days following the date of termination.
	H.Any compensatory payments, severance and other payments received by Executive from any other company of the Aventis Group will be deducted from the severance payments to be paid in accordance with this Severance Policy.
VI.Benefits	On the cost-sharing basis in effect immediately prior to termination, medical, dental, life insurance benefits and disability insurance benefits continue for 24 months after termination.  Discontinued if provided by new employer.
VII.Retirement	In the case of II.A or II.B above, immediate termination of credit as from the expiration of the notice period.
VIII.Outplacement	In the case of II.A or II.B above, outplacement and relocation assistance in accordance with plans in effect at the time of  time of termination, but for not more than 12 months or as required by local practice.
IX.Tax and Financial Planning	Provide tax and financial services for a 12-month period for a cost not to exceed 10,000 USD or as required by local practice.

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X.Legal Fees	Reimbursement of legal fees in connection with collecting Severance Payments, not to exceed 50,000 USD.
XI.Confidentiality	After the date of termination, Executive will strictly comply with the confidentiality obligations provided in his employment or service agreements or arrangements in effect immediately prior to the date of termination, for the period of time provided in such agreements or arrangements.
XII.Non-Solicitation	During a period of three years immediately following the date of termination, the Executive will not, directly or indirectly, solicit any person who on the date of termination is an officer, employee or consultant of any entity of the Aventis Group, to leave the employ or cease providing services to such entity.
XIII.Termination	Notwithstanding anything in this Severance Policy to the contrary, the Executive will only be entitled to payments or benefits pursuant to this Severance Policy in the case of II.A or II.B above if his employment or service agreements or arrangements with the Aventis Group are effectively terminated before February 28, 2007.

	/s/ SUSAN KETTERMAN
	Susan Ketterman
	Vice President, Human Resources, NA
Acknowledged and Agreed:
/s/ FRANK DOUGLAS
Frank Douglas, Ph.D., MD

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EX-99.(E)(8)

Exhibit (e)(8)

[Aventis letterhead]

May 1, 2003

Richard Markham

3 Winston Farm Lane

Far Hills, NJ 07931

Re:  Supplemental Executive Retirement Plan

Dear Mr. Markham:

The Supervisory Board has reviewed your current pension eligibility and, based on a benchmarking study, has approved a supplemental pension benefit which will provide you with an additional yearly lifetime pension of $250,000, subject to the terms and conditions described in this letter and attached legal document (the “Supplemental Pension”).  This letter agreement (the “Letter Agreement”) describes the benefit applicable for you in more detail and sets forth the specific terms and conditions relating thereto.

Supplemental Executive Retirement Plan (SERP)

As indicated above, the Supervisory Board has approved the SERP which will provide you with an additional yearly lifetime pension of $250,000 (the “Principal Amount”), provided that you remain employed by Aventis through your attainment of age 62.  At that time you will become fully vested in the SERP.  Except as provided in the next sentence, if your employment is terminated  prior to your attainment of age 62, you will forfeit any benefit from the SERP.  However, if your employment is terminated by the Company without “cause,” as such term is defined in the written severance agreement between you and the Company dated February 28, 2002 (the “Severance Agreement”), effective on or after June 1, 2005, the amount of the benefit will be pro rated, calculated by multiplying the Principal Sum times a fraction, not to exceed one, the numerator of which is the number of years you worked for Aventis after October 1, 2002 and the denominator of which is the number of years you could have worked after October 1, 2002 until you attained age 62.  If your employment is terminated, effective before June 1, 2005, by the Company without cause, a parallel, pro-rata approach will apply, but will be based on a principal amount of $125,000 (instead of $250,000).  In any event, payment of the pro-rata benefit will not begin until you attain age 62 and will be in the form of a single life annuity, with other optional actuarially equivalent annuities also available.

Aventis’ obligation to pay the SERP benefit constitutes a general, unsecured obligation, payable out of its general assets, and neither you nor your beneficiary will have any rights to any specific asset of the Company.  You or your beneficiary (in case you have opted for an actuarially equivalent joint and survivor form of your pension) will have only the rights of a general, unsecured creditor against Aventis for any payments due under this Letter Agreement.

You will be responsible for the payment of all income, excise, Social Security and employment taxes directly or indirectly associated with the SERP.

Other specific legally binding terms and conditions related to the provisions of this SERPare defined in the attached plan document.

If you have any questions concerning this Letter Agreement or attached plan document, please contact Helen Hefner on 908-243-6240.

Sincerely,

/s/ SUSAN KETTERMAN

Susan Ketterman

Vice President, North America

Human Resources

I HEREBY ACKNOWLEDGE THAT I HAVE READ THE ABOVE LETTER AGREEMENT, THAT I UNDERSTAND IT AND THAT I ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS HEREIN AS WELL AS THOSE OF THE PLAN DOCUMENT, INCLUDING THOSE DEFINING THE POWERS OF THE PLAN ADMINISTRATOR.

Date:	May 28, 2003	Signature:	/s/ RICHARD J. MARKHAM
			Richard Markham

Please sign and return one copy of the signature page to Helen Hefner, 400 Somerset Corporate Boulevard, Bridgewater, NJ 08807, Mail Stop SC4-710.  Please keep the second copy for your records.

[Aventis letterhead]

May 1, 2003

Frank Douglas, Ph.D., MD

50 Meeker Road

Basking Ridge, NJ  07920

Re:  Supplemental Executive Retirement Plan 

Dear Dr. Douglas:

The Supervisory Board has reviewed your current pension eligibility and, based on a benchmarking study, has approved a supplemental pension benefit which will provide you with an additional yearly lifetime pension of $100,000, subject to the terms and conditions described in this letter and attached legal document (the “Supplemental Executive Retirement Plan”).  This letter agreement (the “Letter Agreement”) describes the benefit applicable for you in more detail and sets forth the specific terms and conditions relating thereto.

Supplemental Executive Retirement Plan (SERP)

As indicated above, the Supervisory Board has approved the SERP which will provide you with an additional yearly lifetime pension of $100,000 (the “Principal Amount”), provided that you remain employed by Aventis through the later of your attainment of age 62, or such time as the Company consents to your retirement (consent required only through October 1, 2007).  At that time you will become fully vested in the SERP.  Except as provided in the next sentence, if your employment is terminated prior to the later of your attainment of age 62, or such time as the Company consents to your retirement (consent required only through October 1, 2007), you will forfeit any benefit from this SERP to which you may be entitled. However, if your employment is terminated by the Company without “cause,” as such term is defined in the written severance agreement between you and the Company dated July 22, 2002 (the “Severance Agreement”), the amount of the benefit will be pro rated, calculated by multiplying the Principal Sum times a fraction, not to exceed one, the numerator of which is the number of years you worked for Aventis after October 1, 2002 and the denominator of which is the number of years you could have worked after October 1, 2002 until you attained age 62.

In any event, payment of the pro-rata benefit will not begin until you attain age 62, or attained age if later, and will be in the form of a single life annuity, with other optional actuarially equivalent annuities also available.

Aventis’ obligation to pay the SERP benefit constitutes a general, unsecured obligation, payable out of its general assets, and neither you nor your beneficiary will have any rights to any specific asset of the Company.

You or your beneficiary (in case you have opted for an actuarially equivalent joint and survivor form of your pension) will have only the rights of a general, unsecured creditor against Aventis for any

payments due under this Letter Agreement.  You will be responsible for the payment of all income, excise, Social Security and employment taxes directly or indirectly associated with the SERP.

Other specific legally binding terms and conditions related to the provisions of this SERP are defined in the attached plan document.

If you have any questions concerning this Letter Agreement or attached plan document, please contact Helen Hefner on 908-243-6240.

Sincerely,

  /s/ ULF BIALOJAHN  

Susan Ketterman

Vice President, North America

Human Resources

(signed on behalf by Ulf Bialojahn

Vice President, Corp. Compensation & Benefits)

I HEREBY ACKNOWLEDGE THAT I HAVE READ THE ABOVE LETTER AGREEMENT, THAT I UNDERSTAND IT AND THAT I ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS HEREIN AS WELL AS THOSE OF THE PLAN DOCUMENT, INCLUDING THOSE DEFINING THE POWERS OF THE PLAN ADMINISTRATOR.

Date:	March 11, 2004	Signature:	/s/ FRANK DOUGLAS
		Frank Douglas, Ph.D, M.D

Please sign and return one copy of the signature page to Helen Hefner, 400 Somerset Corporate Boulevard, Bridgewater, NJ 08807, Mail Stop SC4-710.  Please keep the second copy for your records.

[Aventis letterhead]

May 1, 2003

Thierry Soursac, Ph.D., MD

P O Box 669

Riegelsville, PA  18077

Re:  Supplemental Executive Retirement Plan

Dear Dr. Soursac:

The Supervisory Board has reviewed your current pension eligibility and, based on a benchmarking study, has approved a supplemental pension benefit which will provide you with an additional yearly lifetime pension of $90,000, subject to the terms and conditions described in this letter and attached legal document (the “Supplemental Executive Retirement Plan”).  This letter agreement (the “Letter Agreement”) describes the benefit applicable for you in more detail and sets forth the specific terms and conditions relating thereto.

Supplemental Executive Retirement Plan

As indicated above, the Supervisory Board has approved the SERP which will provide you with an additional yearly lifetime pension of $90,000 (the “Principal Amount”), provided that you remain employed by Aventis through the attainment of age 62.  At that time you will become fully vested in the SERP.  Except as provided in the next sentence, if your employment is terminated prior to attainment of age 62, you will forfeit any benefit from this SERP to which you may be entitled.  However, if your employment is terminated by the Company without “cause,” as such term is defined in the written severance agreement between you and the Company dated October 23, 2002 (the “Severance Agreement”), the amount of the benefit will be pro rated, calculated by multiplying the Principal Sum times a fraction, not to exceed one, the numerator of which is the number of years you worked for Aventis after October 1, 2002 and the denominator of which is the number of years you could have worked after October 1, 2002 until you attained age 62.  In any event, payment of the pro-rata benefit will not begin until you attain age 62, and will be in the form of a single life annuity, with other optional actuarially equivalent annuities also available.

Aventis’ obligation to pay the SERP benefit constitutes a general, unsecured obligation, payable out of its general assets, and neither you nor your beneficiary will have any rights to any specific asset of the Company.  You or your beneficiary (in case you have opted for an actuarially equivalent joint and survivor form of your pension) will have only the rights of a general, unsecured creditor against Aventis for any payments due under this Letter Agreement.  You will be responsible for the payment of all income, excise, Social Security and employment taxes directly or indirectly associated with the SERP.

Other specific legally binding terms and conditions related to the provisions of this SERP are defined in the attached plan document.

If you have any questions concerning this Letter Agreement or attached plan document, please contact Helen Hefner on 908-243-6240.

Sincerely,

/s/ SUSAN KETTERMAN

Susan Ketterman

Vice President, North America

Human Resources

I HEREBY ACKNOWLEDGE THAT I HAVE READ THE ABOVE LETTER AGREEMENT, THAT I UNDERSTAND IT AND THAT I ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS HEREIN AS WELL AS THOSE OF THE PLAN DOCUMENT, INCLUDING THOSE DEFINING THE POWERS OF THE PLAN ADMINISTRATOR.

Date:	May 20, 2003	Signature:	/s/ THIERRY SOURSAC
			Thierry Soursac, Ph.D., MD

Please sign and return one copy of the signature page to Helen Hefner, 400 Somerset Corporate Boulevard, Bridgewater, NJ 08807, Mail Stop SC4-710.  Please keep the second copy for your records.

AVENTIS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Effective as of February 4, 2003)

AVENTIS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Markham, Douglas, and Soursac)

(Effective as of February 4, 2003)

Article 1  Purpose

1.1           Establishment and Amendment of the Plan.  Aventis Inc. (the “Company”) hereby establishes the Aventis Inc. Supplemental Executive Retirement Plan (the “Plan”) for the benefit of certain of its executives effective as of February 4, 2003.

1.2           Purpose of the Plan.  The purpose of the Plan is to provide Participants with supplemental retirement benefits.

1.3           Nonqualified Plan.  It is intended that the Plan shall at all times be maintained on an unfunded basis for federal income tax purposes under the Internal Revenue Code of 1986, as amended and administered as a “top hat” plan exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended.

Article 2  Definitions

2.1           Definitions.  Whenever used in the Plan, the following terms shall have the respective meanings set forth below unless otherwise expressly provided herein, and when the defined meaning is intended the term is capitalized.

(a) “Actuarially Equivalent” shall have the same meaning as in the Qualified Retirement Plan.

(b)“Associate” means an individual that the Company classifies as a common law employee

(c)“Board” means the Board of Directors of the Company.

(d)“Cause” as the term is used herein shall mean  “cause” as defined in the Participant’s Severance Agreement.

(e)“Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

(f)“Company” means Aventis Inc.

(g)“Effective Date” means February 4, 2003.

(h)“Eligible Associate” means those Associates whoare selected by the Board to participate in the Plan.

(i)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

(j)“Involuntary Termination” means a complete cessation of an Associate’s active employment with the Company, initiated by the Company other than by reason of Cause, and without regard to any compensation continuation arrangement that may be offered by the Company,  or occurring on account of death or disability, i.e., eligibility for disability benefits under Social Security.

(k)“Letter Agreement” means the individual signed letters of understanding of terms and conditions related to the provision of Supplemental Retirement   Benefits under the Plan to each Participant.

(l) “Member” means a Participant or a former Participant whose Supplemental Retirement Benefit has not yet been fully distributed.

(m)“Normal Retirement” shall be the first day of the month following attainment of age 62.

(n)“Participant” means any Eligible Associate who has met and continues to meet the eligibility requirements of the Plan as set forth in Section 3.1.

(o)“Plan” means the Aventis Inc. Supplemental Executive Retirement Plan, as set forth herein and as may be amended from time to time.

(p)“Plan Administrator” means the individual or committee that has been designated as the “plan administrator” as provided in Section 7.1.

(q)“Plan Year” means the calendar year.

(r)“Principal Amount” shall equal the amount of the annual single life annuity commencing at Normal Retirement.  Such amount shall be payable only at Normal Retirement, and may be paid in an actuarially reduced optional form of benefit, as permitted by the terms of this Plan.

(s)“Pro-rata Portion” shall be equal to a fraction the numerator of which is the length of service, in completed months, from October 1, 2002 to date of involuntary termination, and the denominator of which is the length of service, in completed months, from October 1, 2002 to date of attainment of age 62.  For this purpose “service” shall be as that term is defined in the Qualified Retirement Plan, but measured from October 1, 2002.

(t)“Qualified Retirement Plan” means the Aventis Pharmaceuticals Inc. Cash Balance Plan.

(u)“Severance Agreement” means the individual agreement between the Company and the Participant specifying severance arrangements entered

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into on the date specified below the name of the Participant on Appendix A to this Plan.

(v)“Supplemental Retirement Benefit” means the benefit determined in accordance with Section 4.1.

2.2           Gender and Number.  The masculine pronoun whenever used shall include the feminine pronoun, and the singular shall include the plural where the context requires it.

Article 3  Participation

3.1           Participation.  An Eligible Associate’s participation in the Plan shall be effective upon notification to the Eligible Associate by the Board of eligibility to participate and completion and submission of such forms as may be prescribed by the Plan Administrator.  As a condition of participation in the Plan, the Company will require that Participants execute a Letter Agreement.  Payments to a Participant under the Plan will be forfeited if the Participant breaches the terms of such Letter Agreement or this Plan.

3.2           Duration of Participation.   If the Plan Administrator, in its sole discretion, determines that the Participant no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Participant’s participation in the Plan shall terminate, no further benefits shall accrue on such Participant’s behalf and the amount of the Participant’s vested benefit, if any, shall be distributed in accordance with the provisions of Article 6 hereof.

Article 4  Supplemental Retirement Benefits

4.1           Amount of Benefit.  The Principal Amount of the Supplemental Retirement Benefit for which a Member is eligible shall be equal to the amount specified below the name of the Participant on Appendix A to this Plan.

Article 5  Vesting

5.1           Vesting in Supplemental Retirement Benefit.  Unless the Board determines otherwise, a Member shall become fully vested in the amount of his Supplemental Retirement Benefit only upon the later of (i) the Member’s attainment of age 62, or (ii) the Member’s completion of 60 months of employment with the Company on and after October 1, 2002.  Notwithstanding the preceding sentence, if the Member’s employment with the Company is Involuntarily Terminated, the Member (or designed beneficiary in case of death) shall become fully vested in a portion of his Supplemental Retirement Benefit as of the effective date of any such Involuntary Termination in an amount equal to the Pro-rata Portion multiplied by the Principal Amount.  Except in the case of death, the Supplemental Retirement Benefit upon Involuntary Termination, if any, shall be payable at Normal Retirement, or attained age if later, in the form of a single life annuity, or Actuarially Equivalent optional form thereof in accordance with Section 6.2.  In the case of death, the Supplemental Retirement Benefit earned through Involuntary

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Termination, if any, shall be payable to the designated beneficiary at the time the Member would have otherwise reached Normal Retirement, or attained age if later.  The death benefit shall be in the form of a 50% Survivor annuity, or Actuarially Equivalent optional form thereof in accordance with Section 6.2, assuming the Member had retired at Normal Retirement (with a Pro-rata Portion of Principal Amount only), elected an equivalent reduced Joint and 50% Survivor benefit and then died one day later.

5.2           Forfeiture.  If a Member terminates his employment with the Company for any reason other than that provided in Section 5.1 prior to vesting as set forth therein, the Member shall forfeit any benefit  which may have accrued for the Participant under the Plan, unless determined otherwise by the Board.

Article 6  Distribution

6.1           Time of Distribution.  A Member’s Supplemental Retirement Benefit shall become payable upon a Member’s retirement in accordance with this Section 6.1.  Unless the Board determines otherwise, to be eligible to retire a Member must be continuously employed by the Company through Normal Retirement and must be vested in accordance with the provisions of Section 5.1.

(a)Normal Retirement.  A Member may retire and commence receiving the Principal Amount of his Supplemental Retirement Benefit, without reduction, at any time on or after he attains age 62 and is vested without consent of the Company.   A Member may also retire and commence receiving the Principal Amount of his Supplemental Retirement Benefit, without reduction, prior to the date of full vesting with consent of the Board.

(b)Early Retirement — No early retirement benefits are available under this Plan.  Benefits may only commence upon Normal Retirement.

6.2           Form of Payment.  The Supplemental Retirement Benefit shall be paid in the form of a single life annuity, or other Actuarially Equivalent optional form as offered in the Qualified Retirement Plan, with the exception that no lump sum benefit form shall be available under this Plan.  All elections of Actuarially Equivalent optional forms shall be made in accordance with the terms of the Qualified Retirement plan but must, in any event, be made at least 60 days prior to the commencement of any Supplemental Retirement Benefit.

6.3           Withholding Taxes.  The Member shall be responsible for the payment of all income, excise, Social Security and employment taxes directly or indirectly associated with the Supplemental Retirement Benefit and the Supplemental Retirement Benefit shall not be taken into account under any reimbursement arrangement and shall always be taken into account after determining any excise tax reimbursement otherwise due to a Participant.  The Company may withhold from a Member’s compensation and from any payment under this Plan any taxes required to be withheld with respect to benefits under this Plan.

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Article 7  Administration

7.1           Plan Administrator.  The Plan shall be administered by the Plan Administrator appointed by the Board.  The Plan Administrator shall hold office at the pleasure of the Board.  The Plan Administrator (or if a committee, a member thereof) may resign by delivering written resignation to the Board.  Vacancies in the Plan Administrator arising by resignation, death, removal, or otherwise shall be filled by the Chief Executive Officer of the Company.  The Plan Administrator shall keep a permanent record of all meetings and actions and may select a secretary for this purpose.

7.2           Responsibility and Authority of Plan Administrator.  The Plan Administrator shall have full power and authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion.  The Plan Administrator’s interpretations of the Plan and all determinations made by the Plan Administrator pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any benefits hereunder.  All powers of the Plan Administrator shall be executed in its sole discretion, in the best interest of the Company and in keeping with the objectives of the Plan.  In addition, unless otherwise specifically provided hereunder, the Plan Administrator shall have full and complete authority, responsibility, and control over the management, administration, and operation of the Plan, including, but not limited to, the authority to:

(a)Formulate, adopt, issue, and apply procedures and rules.

(b)Construe and apply the provisions of the Plan.

(c)Make appropriate determinations, including factual determinations, and calculations of the distributions due Members under the Plan.

(d)Authorize and direct payment of benefits.

(e)Adopt and prescribe the use of necessary forms.

(f)Prepare and file reports, notices, and any other documents relating to the Plan which may be required by the Secretary of Labor or the Secretary of the Treasury, including, without limitation, those relating to Members’ service, accrued benefits, and the percentage of such benefits which are nonforfeitable, and annual registrations.

(g)Prepare and distribute to Members communication materials.

(h)Appoint such agents, counsel, auditors, and other specialists to aid in the administration of the Plan as it considers appropriate.

A Member’s eligibility hereunder and any and all other matters dealing with such Member’s employment shall be determined by the Plan Administrator from the records of

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the Company and such decision shall be conclusive upon all parties having any interest herein.  Neither the Company nor the Plan Administrator, nor any individual serving in such capacity, shall be liable to anyone in making a determination of facts hereunder, with respect to any such matters as may arise, in the administration of this Plan.

7.3           Compensation and Expenses of Fiduciaries.

(a)The Plan Administrator shall serve without compensation for services as such if he is receiving full-time pay from the Company as an Associate.  Any such person who is not such an Associate may receive compensation for services, but paid by the Company and not from the Plan.  Any such person may receive reimbursement by the Company of expenses properly and actually incurred.

(b)All expenses incident to the maintenance and administration of this Plan shall be paid by the Company.  Such expenses shall include, but not be limited to, fees of accountants, auditors, counsel, investment managers, custodians, and other specialists, and other costs of administering the Plan.

7.4           Records.  All acts and determinations under the Plan shall be recorded by the Plan Administrator or under his or its supervision, and all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved in custody of the Plan Administrator.

7.5           Denial of Claims and Appeals.  If any claim for benefits under the Plan is wholly or partially denied, the claimant shall be given notice of the denial by the Plan Administrator in writing, within 90 days after receipt of the claim by the Plan.  If an extension is required, a written notice of the extension shall be furnished before the expiration of the initial 90-day period.  The extension shall not exceed 90 days.  Notice of a denial shall be provided by registered or certified mail, written in a manner calculated to be understood by the claimant, setting forth the specific reasons for such denial, specific reference to pertinent Plan provisions on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, an explanation of the Plan’s claim review procedure and the claimant’s right to bring a civil action under section 502(a) of ERISA.  The claimant also shall be advised that he or his duly authorized representative may request a review by the Plan Administrator of the decision denying the claim by filing with the Plan Administrator within 60 days after such notice has been received by the claimant, a written request for such review, and that he may review pertinent documents, and submit issues and comments in writing within the same 60-day period.  If such request is so filed, such review shall be made by the Plan Administrator within 60 days after receipt of such request; and the claimant shall be given written notice of the decision resulting from such review, which shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, specific references to the pertinent Plan provisions on which the decision is based and a statement that the claimant may bring an action under section 502(a) of

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ERISA.  If special circumstances require an extension of the 60-day period, it may be extended for an additional period not to exceed 60 days.

7.6           Indemnity for Liability.  The Company shall indemnify the Plan Administrator, against any and all claims, losses, damages, expenses, including counsel fees, incurred by said fiduciaries, and any liability, including any amounts paid in settlement with such a fiduciary’s approval, arising from the fiduciary’s action or failure to act, except when the same is judicially determined to be attributable to the gross negligence or willful misconduct of such person.

Article 8  General Provisions

8.1           Nonalienation.  No person having an interest in or entitled to receive benefits in accordance with the provisions of the Plan shall have the power to sell, assign, transfer, pledge, or mortgage his interest or benefits, or any part thereof, nor shall his interest or benefits, or any part thereof, be subject or liable to levy, sale, seizure, attachment, garnishment, or any other judicial process issued by or in behalf of any creditor of any such person.

8.2           Unclaimed Accounts.  Should the whereabouts of any person entitled to a distribution hereunder be unknown to the Plan Administrator for a period of five years after the mailing of a notice by registered mail, the interest of such person shall be forfeited.

8.3           Incompetency.  Every person receiving or claiming benefits under the Plan shall be presumed to be mentally competent and of age until the Plan Administrator receives a written notice, in a form and manner acceptable to it, that such person is incompetent or a minor, and that a guardian, conservator, or other person legally vested with the care of his estate has been appointed.  In the event that the Plan Administrator finds that any person to whom a benefit is payable under the Plan is unable to properly care for his affairs, or is a minor, then any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by the Plan Administrator to have incurred expense for such person otherwise entitled to payment.

In the event a guardian, executor, administrator, or conservator of the estate of any person receiving or claiming benefits under the Plan shall be appointed by a court of competent jurisdiction, payments shall be made to such guardian, executor, administrator, or conservator provided that proper proof of appointment is furnished in a form and manner suitable to the Plan Administrator.  Any payment made under the provisions of this Section 8.3 shall be a complete discharge of any liability therefor under the Plan.

8.4           Rights Against the Company.  Neither the establishment of the Plan, nor any modification thereof, nor any distributions hereunder shall be construed as giving to any person whomsoever any legal or equitable rights against the Plan Administrator, the Company, or the officers, directors, or shareholders as such of the Company, or as giving any Associate or Member the right to be retained in the employ of the Company.

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8.5           Illegality of Particular Provisions.  The illegality of any particular provision of this Plan shall not affect the other provisions thereof, but the Plan shall be construed in all respects as if such invalid provision were omitted.

8.6           Effect of Mistake.  In the event of a mistake or misstatement as to the age or eligibility or participation of a Member, or the credits made to the Account of any Member, or the amount of distributions made or to be made to a Member or other person, the Plan Administrator shall, to the extent it deems possible, cause to be withheld or accelerated, or otherwise make adjustment of, such amounts as will in its judgment accord to such Member or other person, the credits to the Account or distribution to which he is properly entitled under the Plan.

8.7           Governing Law.  To the extent not preempted by federal law, the Plan shall be governed by, and administered and construed according to, the laws of the State of New Jersey.

Article 9  Amendment and Termination

9.1           Amendment and Termination.

(a)The Company does hereby expressly and specifically reserve the sole and exclusive right at any time by action of the Board to amend, modify, or terminate the Plan; provided, however, that no such amendment, suspension or termination shall reduce or in any manner adversely effect the rights of any Participant with respect to the Supplemental Retirement Benefit earned as of the date of such amendment or termination that is payable or may become payable under the Plan.  The Company’s right of amendment, modification, or termination shall not require the assent, concurrence, or any other action by any.

(b)While the Company contemplates carrying out the provisions of the Plan indefinitely with respect to its Associates, the Company shall be under any obligation or liability whatsoever to maintain the Plan for any minimum or other period of time.

9.2           Effect of Contingencies Affecting the Company.  The merger, consolidation, or reorganization of the Company, or the sale by it of all or substantially all of its assets, shall not terminate the Plan if there is delivery to the Company by the successor to the Company or by the purchaser of all or substantially all of the Company’s assets, of a written instrument requesting that the successor or purchaser be substituted for the Company and agreeing to perform all the provisions hereof which the Company is required to perform.  Upon the receipt of said instrument, the successor or the purchaser shall be substituted for the Company herein, and the company shall be relieved and released from any obligations of any kind, character, or description herein or in any trust agreement imposed upon it.

IN WITNESS WHEREOF, AVENTIS INC. has caused this instrument to be executed by its duly authorized officers effective as of June 6, 2003.

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		AVENTIS INC.
		By:	[illegible signature]
			Vice President
ATTEST:
By:	[illegible signature]
	Secretary

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APPENDIX A

Mr. Richard J. Markham

Severance Agreement:  February 28, 2002.

Principal Amount shall be equal to an annual amount of $250,000, payable as a monthly single life annuity, commencing at Normal Retirement.  In the event of Involuntary Termination prior to Normal Retirement, the Supplemental Retirement Benefit shall be an amount determined under Section 5.1 in the case of an Involuntary Termination prior to age 62, based on $125,000 per annum, if Mr. Markham’s employment ceases on or before May 31, 2005, and he is otherwise eligible for a Pro-rata Portion.  Such Principal Amount shall increase to $250,000 per annum, if Mr. Markham’s employment ceases on or after June 1, 2005, and he is otherwise eligible for at least a Pro-rata Portion.

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APPENDIX A

Dr. Frank Douglas

Severance Agreement:  July 22, 2002.

Principal Amount shall be equal to an annual amount of $100,000, payable as a monthly single life annuity, commencing at Normal Retirement.

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APPENDIX A

Mr. Thierry Soursac

Severance Agreement:  October 23, 2002

Principal Amount shall be equal to an annual amount of $90,000, payable as a monthly single life annuity, commencing at Normal Retirement.

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EX-99.(E)(9)

Exhibit (e)(9)

RHÔNE POULENC RORER INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In recognition of the valuable services provided to Rhône-Poulenc Rorer Inc. (“RPR “) by its executive employees, the Board of Directors wishes to provide additional retirement benefits to those individuals. It is the intent of the Company to provide these benefits under the terms and conditions hereinafter set forth. This Plan is intended to be a non-qualified supplemental retirement plan which is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Company, pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and, as such, to be exempt from the provisions of Parts II, III and IV of Title I of ERISA. The Plan is hereby restated, effective as of September 7, 1997, or as otherwise specifically stated herein or as otherwise required by applicable law, to incorporate amendments adopted subsequent to the last restatement of the Plan through February 4, 2003.

ARTICLE 1

Definitions

1.1 “Actuarial Equivalence” means a benefit of equal actuarial value as determined in accordance with the assumptions and methods used for determining actuarial equivalence under the Pension Plan of Rhône-Poulenc Rorer Inc.

1.2 “Administrator” means a committee of the CEO and RPR’s Senior Vice President -Human Resources who shall administer the Plan.

1.3 “Beneficiary” shall mean the beneficiary (or contingent beneficiary in the event that the primary beneficiary does not survive the Participant) designated by the Participant to receive any portion of the Supplemental Benefit payable upon the death of the Participant, as designated in \\oTiting on a form supplied by the Administrator.

1.4 “Board” means the Board of Directors of RPR.

1.5 “CEO” means the Chief Executive Officer of RPR.

1.6 “Change in Control” means (a) any person (except an Employee, the Employee’s affiliates and associates, the Company, any subsidiary of the Company, Rhône Poulenc S.A. (“RP”), any employee benefit plan of the Company or of any subsidiary of the Company or of RP, or any person or entity organized, appointed or established by the Company or RP for or pursuant to the terms of any such employee benefit plan), together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, in the aggregate of more than 50% of (i) the value of the outstanding equity or combined voting power of the then outstanding voting securities of RP entitled to vote generally in the election of directors or (ii) the fair market value of the assets of RP; or (b) at such time as RP no longer owns, directly or indirectly, more than 50% of the outstanding equity or combined voting power of the then outstanding voting securities of RPR entitled to vote generally in the election of directors, whether by sale, exchange or reorganization, any person (except the Employee, the Employee’s affiliates and associates, the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan), together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, in the aggregate of more than 50%, if acquired from RP, or 30% or more, if not acquired from RP nor in a transaction initiated by RPR (with RPR having the burden to demonstrate that a transaction was initiated by it), of (i) the value of the outstanding equity or combined voting power of the then outstanding voting securities of RPR entitled to vote generally in the election of directors or (ii) the fair market value of the assets of RPR.

1.7 “Company” means RPR and each of its subsidiaries designated by the Board, which has elected to cover its Employees hereunder by resolution of its board of directors.

1.8 “Compensation” means the total base salary and annual incentive compensation paid to a Participant by the company in any Plan Year including the amount of any such compensation deferred under a plan maintained by the Company pursuant to Sections 125 or 401(k) of the Internal Revenue Code of 1986, as amended or otherwise.

1.9 “Compensation Committee” means the Compensation Committee of the Board.

1.10 “Early Retirement” shall mean the retirement of a Participant prior to Normal Retirement on such date as is approved by the Compensation Committee on or after the date the Participant attains age 55 and begins to receive a benefit under the Company’s qualified defined benefit retirement plan.

1.11“Effective Date” means September 1, 1997.

1.12 “Employee” means any executive employee of the Company employed on a regular, full-time basis who is a member of a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

1.13 “Employment Commencement Date” shall mean the first day on which an individual became an Employee. Notwithstanding the foregoing, if any interruption of employment occurred after the date described in the preceding sentence, then the Employment Commencement Date shall be the first day on which the individual became an Employee after the most recent such interruption of the employment relationship between the Employee and the Company unless the Compensation Committee specifies an earlier date.

1.14 “Employment Termination Date” shall mean the date on which the active employment of the Employee by the Company is terminated.

1.15 “Final Average Compensation” shall mean the average of the Participant’s Compensation for the five Plan Years (or the number of complete Plan Years if less than five) out of the last ten that produce the highest average.

1.16 “Normal Retirement” shall mean the retirement of a Participant on or after the date the Participant attains age 60 and begins to receive a benefit under the Company’s qualified defined benefit retirement plan.

1.17 “Participant” means any Employee who satisfies the eligibility requirements set forth in Article 2. In the event of the death or incompetency of a Participant, the term shall mean the Participant’s personal representative or guardian.

1.18 “Plan” means the Rhône-Poulenc Rorer Inc. Supplemental Executive Retirement Plan as set forth herein and as it may be amended from time to time.

1.19 “Plan Year” means each calendar year during which the Plan is in effect.

1.20 “Retirement Plan Benefits” shall mean the amount of benefit provided to the Participant in the form of an annuity that is the Actuarial Equivalent from any defined benefit retirement plan maintained by or contributed to by the Company; provided, however, that in the event that a Supplemental Benefit is to be paid prior to Normal Retirement the amount of “Retirement Plan Benefits” shall be an early benefit that is Actuarially Equivalent to the Normal Retirement benefit.

Effective January 1, 2001, “Retirement Plan Benefits” shall mean a single life annuity amount that is the Actuarial Equivalent of the amount of all benefits provided to the Participant (1) from any qualified or non-qualified defined benefit retirement plan maintained by or contributed to by the Company, except for Health Savings Account benefits, and (2) with respect to qualified or non-qualified performance sharing contributions by the Company; provided, however, that in the event that a Supplemental Benefit is to be paid prior to Normal Retirement the amount of “Retirement Plan Benefits” shall be an early benefit that is Actuarially Equivalent to the Normal Retirement benefit.

Effective February 4, 2003, “Retirement Plan Benefits” shall mean a single life annuity amount that is the Actuarial Equivalent of the amount of all benefits provided to the Participant (1) from any qualified or non-qualified defined benefit retirement plan maintained by or contributed to by the Company, except for Health Savings Account benefits and the Aventis Inc. Supplemental Executive Retirement Plan dated February 4, 2003, and (2) with respect to qualified or non-qualified performance sharing contributions by the Company; provided, however, that in the event that a Supplemental Benefit is to be paid prior to Normal Retirement the amount of “Retirement Plan Benefits” shall be an early benefit that is Actuarially Equivalent to the Normal Retirement benefit.

1.21 “Supplemental Benefit” means a supplemental retirement benefit calculated under Article 3 as of any date of reference.

1.22 “Year of Service” shall mean the twelve-month period beginning on the Employee’s Employment Commencement Date and on each anniversary thereof and ending on the Employee’s Employment Termination Date; provided, however, that an Employee’s Years of Service prior to the Effective Date shall be taken into account only if so specified for the Employee by the Board. Periods of service equal to six months or more shall be rounded up to equal an additional Year of Service. All other service shall be disregarded.

ARTICLE 2

Eligibility

2.1 Any Employee on the Effective Date who is recommended to be a Participant by the CEO and approved by the Compensation Committee shall be a Participant in the Plan as of the Effective Date.

2.2 An individual who becomes an Employee after the Effective Date and who thereafter is recommended to be a Participant by the CEO and approved by the Compensation Committee shall become a Participant in the Plan as of such future date as is specified by the Compensation Committee.

ARTICLE 3

Supplemental Benefit

3.1 Subject to the provisions of Section 4.5, the Supplemental Benefit of a Participant shall be an annual amount equal to (i) less (ii) where:

(i) is the sum of (A) 2% multiplied by the Participant’s Final Average Compensation up to $400,000, (B) 1.8% multiplied by the Participant’s Final Average Compensation in excess of $400,000 up to $800,000 and (C) 1.6% multiplied by the Participant’s Final Average Compensation in excess of $800,000, multiplied by the Participant’s Years of Service (to a maximum of 25); and

(ii) is the amount of the Participant’s Retirement Plan Benefits;

provided, however, that the formula for determining the portion of the Supplemental Benefit due under clause (i) may be modified in the manner specified on Exhibit A hereto for a particular Participant. All rights of that Participant hereunder shall be determined on the basis ofsuch modification.

3.2 A Participant’s right to a Supplemental Benefit pursuant to Section 3.1 shall be non-forfeitable if, prior to an Employment Termination Date, the Participant completes at least five Years of Service or incurs a disability that qualifies the Participant for benefits under the Company’s Long Term Disability Plan or a Change of Control occurs.

3.3 If a Participant dies before beginning to receive a Supplemental Benefit, the Participant’s Beneficiary shall be entitled to receive payment of a Supplemental Benefit as provided in Section 4.4.

3.4 Notwithstanding any other provision of the Supplemental Plan to the contrary, if a Participant is transferred to the employment of an affiliate of RPR that has not adopted the Plan (“non-covered employment”), upon the approval of the Compensation Committee, (i) any Supplemental Benefit to which such

Participant would be entitled under the Plan may be increased by treating such Participant’s non-covered employment as if it were service covered by the Plan and by aggregating such service with such Participant’s other service covered by the Plan; provided, however, that, in such event, the Participant’s Supplemental Benefit determined under Section 3.1 shall be calculated by taking into account under clause (ii) the benefit due under any pension plan of the affiliate that is based upon such Participant’s non- covered employment, (ii) the liability for the Supplemental Benefit under this Plan may be transferred to any similar plan of the affiliate, (iii) the Supplemental Benefit under this Plan may be canceled in favor of a plan of the affiliate that provides a benefit that is equal to or greater than the Supplemental Benefit payable under this Plan at the time of the transfer, or (iv) the Supplemental Benefit under this Plan may be frozen and paid when the Participant reaches Normal Retirement or Early Retirement after transferring to the employ of the affiliate.

ARTICLE 4

Distribution of Supplemental Benefit

4.1 Except as provided in Section 4.2, a Participant’s Supplemental Benefit shall be paid on a monthly basis, i.e., by dividing the annual Supplemental Benefit by 12.

A Participant’s Supplemental Benefit shall begin to be paid at Normal Retirement; provided, however, that in the event that a Participant incurs an Employment Termination Date prior to Normal Retirement, the Board may permit the Participant to receive the Supplemental Benefit on an Early Retirement date, reduced to its Actuarial Equivalent on account of commencement prior to Normal Retirement. A Participant shall file a written notice with the Administrator to receive the Supplemental Benefit due pursuant to the terms of Article 3 hereof in the manner provided by the Administrator. The form in which the Participant’s Supplemental Benefit is paid shall be the same as is provided under the Company’s qualified retirement plan to the Participant.

4.2 If the Actuarial Equivalent present value of the Supplemental Benefit under the Plan, as reasonably determined by the Company, does not exceed $10,000, then the Company shall pay an amount equal to such present value to the Participant or other person entitled thereto, such payment to be made as soon as practicable after the Participant’s Employment Termination Date or after the Participant dies (in the case of a Beneficiary).

4.3 If a Participant dies after beginning to receive a Supplemental Benefit, any further payments shall be made based only on the form of Supplemental Benefit then being paid to the Participant.

4.4 If a Participant dies prior to beginning to receive a Supplemental Benefit, the Participant’s Beneficiary, if the Participant’s surviving spouse, shall be entitled to receive a survivor benefit equal to fifty percent of the Supplemental Benefit due to the Participant from this Plan for the life of the spouse commencing on the date the Participant would have attained Normal Retirement unless the Compensation Committee specifies an earlier date, in which case the Supplemental Benefit shall be Actuarially Equivalent on account of early commencement. If the Participant’s Beneficiary is not the Participant’s surviving spouse, the Beneficiary shall receive in a single lump sum payment, as soon as practicable, the Actuarial Equivalent present value, as determined by the Company, of the Supplemental Benefit that would have been paid to a surviving spouse equal in age to the Participant.

ARTICLE 5

Funding

5.1 The Board may, but shall not be required to, authorize the establishment of a trust by the Company to serve as the funding vehicle for the benefits described herein. In any event, the Company’s obligations hereunder shall constitute a general, unsecured obligation, payable solely out of its general assets, and no Participant shall have any right to any specific assets of the Company.

ARTICLE 6

Administration and Discretionary Duties

6.1 The Administrator shall have full power and authority to interpret and administer this Plan and to make factual determinations and the Administrator’s actions in doing so shall be final, conclusive and binding on all persons interested in the Plan. The Administrator may from time to time adopt rules and regulations governing this Plan.

6.2 The Administrator may designate other persons to carry out such of the responsibilities hereunder for the operating and administration of the Plan as the Administrator deems advisable and delegate to the persons so designated such of the powers as the Administrator deems necessary to carry out such responsibilities. Such designation and delegation shall be subject to such terms and conditions as the Administrator deems necessary or proper. Any action or determination made or taken in carrying out responsibilities hereunder by the persons so designated by the Administrator shall have the same force and effect for all purposes as if such action or determinations had been made or taken by the Administrator.

6.3 All expenses incurred by the Administrator in the operation and administration of the Plan shall be paid by the Company. The Administrator shall receive no compensation solely for services in carrying out any responsibility hereunder.

6.4 The Administrator shall use ordinary care and diligence in the performance of his or her duties. The company shall indemnify and defend the Administrator against any and all claims, loss, damages, expense (including reasonable counsel fees), and liability arising from any action or failure to act, except when the same is due to the gross negligence or willful misconduct of the Administrator.

6.5 Any action required of the Company, the Compensation Committee or the Board under the Plan, or made by the CEO or Administrator acting on their behalf, shall be made in such person’s sole discretion, not in a fiduciary capacity and need not be uniformly applied to similarly situated persons. Any such action shall be final, conclusive and binding on all persons interested in the Plan.

ARTICLE 7

Amendment

7.1 The Board, by written resolution, shall have the right to amend or modify the Plan at any time in any manner whatsoever; provided, however, that no amendment shall operate to reduce a Participant’s Supplemental Benefit for any Participant who is participating in the Plan nor the payment due to a terminated Participant or Beneficiary at the time the amendment is adopted.

ARTICLE 8

Termination

8.1 Continuance of the Plan is completely voluntary and is not assumed as a contractual obligation of the Company. The Board, by written resolution, shall have the right at any time to discontinue the Plan; provided, however, that the termination shall not operate to reduce the Supplemental Benefit for any Participant who is participating in the Plan nor the payment due to a terminated Participant or Beneficiary at the time the termination is approved.

ARTICLE 9

Miscellaneous

9.1 Nothing contained herein (i) shall be deemed to exclude a Participant from any compensation, bonus, pension, insurance, severance pay or other benefit to which he otherwise is or might become entitled to as an Employee or (ii) shall be construed as conferring upon an Employee the right to continue in the employ of the Company as an executive or in any other capacity.

9.2 Any amounts payable by the Company hereunder shall not be deemed salary or other compensation to a Participant for the purposes of computing benefits to which the Participant may be entitled under any other arrangement established by the Company for its Employees.

9.3 The rights and obligations created hereunder shall be binding on a Participant’s heirs, executors and administrators and on the successors and assigns of the Company.

9.4 The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.

9.5 The rights of any Participant under this Plan are personal and may not be assigned, transferred, pledged or encumbered. Any attempt to do so shall be void. In addition, a Participant’s rights hereunder are not subject, in any manner, to attachment or garnishment by creditors of the Participant or the Participant’s Beneficiary.

9.6 Neither the Company nor any member of the Board, or the Administrator shall be responsible or liable in any manner to any Participant or any person claiming through the Participant for any benefit or action taken or omitted in connection with the granting of benefits, the continuation of benefits or the interpretation and administration of this Plan.

9.7 This Plan sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except as provided in Articles 7 and 8.

ARTICLE 10

Claims Procedure

10.1 Each Participant or Beneficiary believing himself or herself eligible for a Supplemental Benefit under the Plan shall apply for such benefits by completing and filing with the Administrator an application for benefits on a form supplied by the Administrator. In the event that any claim for benefits is denied in whole or in part, the Participant or Beneficiary whose claim has been so denied shall be notified of such denial in writing by the Administrator. The notice advising of the denial shall specify the reason or reasons for denial, make specific reference to pertinent Plan provisions, describe any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), and shall advise the Participant or Beneficiary of the procedure for the appeal of such denial. All appeals shall be made by the following procedure:

(a) The Participant or Beneficiary whose claim has been denied shall file with the Administrator a notice of desire to appeal the denial. Such notice shall be filed within 60 days of notification by the Administrator of claim denial, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.

(b) The Administrator shall consider the merits of the claimant’s Written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Administrator shall deem relevant.

( c) The Administrator shall ordinarily render a determination upon the appealed claim within 60 days after receipt which determination shall be accompanied by a written statement as to the reasons therefore. However, in special circumstances, the Administrator may extend the response period for up to an additional 60 days, in which event it shall notify the claimant in writing prior to commencement of the extension. The determination so rendered shall be binding upon all parties.

		AVENTIS INC.
		By:	/s/ SUSAN B. KETTERMAN
ATTEST
By:	/s/ OWEN K. BALL, JR.

EX-99.(E)(10)

Exhibit (e)(10)

AVENTIS PHARMACEUTICALS INC.

SUPPLEMENTAL RETIREMENT PLAN

(Effective as of January 1, 1991, incorporating amendments adopted

through January 1, 2002)

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AVENTIS PHARMACEUTICALS INC.

SUPPLEMENTAL RETIREMENT PLAN

(Effective as of January 1, 1991, incorporating amendments adopted

through January 1, 2002)

Article I.  The Plan

1.1Establishment and Amendment of the Plan.  Aventis Pharmaceuticals Inc. (formerly Hoechst Marion Roussel, Inc., formerly Marion Merrell Dow Inc.) (hereinafter referred to as the “Company”) heretofore established a supplemental retirement plan for the benefit of certain of its executives and certain executives of participating Affiliates, effective as of January 1, 1991, now known as the Aventis Pharmaceuticals Inc. Supplemental Retirement Plan (hereinafter referred to as the “Plan”).

1.2Purpose of the Plan.  The purpose of the Plan is to enable Participants to receive retirement benefits to which they would have been entitled under the Aventis Pharmaceuticals Inc. qualified retirement plans but for the limitations of section 401(a)(17) and section 415 of the Internal Revenue Code or for the deferral of compensation under the Aventis Pharmaceuticals Inc. Deferred Compensation Plan.

1.3Nonqualified Plan.  This Plan is a deferred compensation plan for a select group of management and highly compensated employees.

Article II.  Definitions

2.1Definitions.Whenever used in the Plan, the following terms shall have the respective meanings set forth below unless otherwise expressly provided herein, and when the defined meaning is intended the term is capitalized.

(a)“Account” means the separate recordkeeping account maintained for each Member which represents the Member’s total credits under the Plan as of any Accounting Date and which consists of the sum of the following:

(1)“Performance Sharing Credit Account” means that portion of such Member’s Account which evidences the value of the Member’s Performance Sharing Contribution Credits under section 4.1 as adjusted pursuant to section 4.5;

(2)“Cash Balance Credits Account” means that portion of such Member’s Account which evidences the value of the Member’s Cash Balance Plan Credits under section 4.2 as adjusted pursuant to section 4.5.

(3)“Company Match Credit Account” means that portion of such Member’s Account which evidences the value of the Member’s Company Match Credits under Section 4.3 as adjusted pursuant to Section 4.5

(4)“Health Savings Credit Account” means that portion of such Member’s Account which evidences the value of the Member’s

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Health Savings Credits under Section 4.4, as adjusted pursuant to Section 4.5.

(b)“Accounting Date” means the last day of each calendar month and such other additional dates as the Plan Administrator may designate, from time to time, as Accounting Dates.

(c)“Act” means the Employee Retirement Income Security Act of 1974, as amended and regulations thereunder.

(d)“Associate” means a common-law employee of the Company.

(e)“Beneficiary” means the beneficiary in accordance with the applicable Qualified Retirement Plan.

(f)“Board” means the Board of Directors of the Company.

(g)“Cash Balance Plan” means the Aventis Pharmaceuticals Inc. Cash Balance Plan.

(h)“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

(i)“Company” means Aventis Pharmaceuticals Inc.

(j)“Effective Date” means January 1, 1991.

(k)“Deferred Compensation Plan” means the Aventis Pharmaceuticals Inc. Deferred Compensation Plan.

(l)“HMR Pension Plan” means the Hoechst Marion Roussel, Inc. Pension Plan.

(m)“Member” means a Participant, or a former Participant who still has an Account or a Supplemental Benefit in the Plan.

(n)“Participant” means any Associate who has met and continues to meet the eligibility requirements of the Plan as set forth in section 3.1.

(o)“Plan” means this Aventis Pharmaceuticals Inc. Supplemental Retirement Plan, as in effect from time to time.

(p)“Plan Administrator” means the entity which has been designated as the “plan administrator” as provided in section 8.1.

(q)“Plan Year” means the calendar year.

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(r)“Qualified Retirement Plan(s)” means one or more of the Savings Plan, Cash Balance Plan, Transition Pension Plan, HMR Pension Plan and RPR Pension Plan.

(s)“RPR Pension Plan” means the Aventis Pharmaceuticals Inc. RPR Pension Plan.

(t)“Savings Plan” means the Aventis Pharmaceuticals Inc. Savings Plan.

(u)“Transition Pension Plan” means the Aventis Pharmaceuticals Inc. Transition Pension Plan.

(v)“Trust” means that trust established pursuant to that certain Master Trust Agreement, dated as of March 17, 1995, between the Company and the trustee named therein, as amended from time to time.

2.2Gender and Number.  The masculine pronoun whenever used shall include the feminine pronoun, and the singular shall include the plural where the context requires it.

Article III.  Participation and Service

3.1Participation.  An Associate shall be eligible to participate in the Plan to the extent and effective as of such time that the Associate’s benefits under the Company’s Qualified Retirement Plans are limited under applicable sections of the Internal Revenue Code or reduced due to participation in the Deferred Compensation Plan.

3.2Duration of Participation.  A Participant shall continue to be a Participant until the Participant incurs a “severance from employment” within the meaning of an applicable Qualified Retirement Plan; thereafter, the Participant shall be a Member for as long as the Participant has an Account or a Supplemental Benefit under the Plan.

Article IV.  Credits to Accounts

4.1Performance Sharing Contribution Credit.  For each Plan Year, a Participant shall receive a Performance Sharing Contribution Credit to his Performance Sharing Credit Account equal to the amount which would have been allocated for the Plan Year to the Participant’s Performance Sharing Contributions Account under the Savings Plan but for the limits on compensation under Code section 401(a)(17) and annual account additions under Code section 415(c) or compensation deferred into the Deferred Compensation Plan less the amount actually allocated to such Savings Plan Account for the Plan Year.

4.2Cash Balance Plan Credits.  For each Plan Year, each Participant will receive a Cash Balance Plan Credit to his Cash Balance Credit Account equal to the difference between (a) and (b) where:

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(a)equals the sum of the accrual credit which would have been credited to the Participant’s Cash Balance Account under the Cash Balance Plan for such Plan Year but for the limit on compensation under Code section 401(a)(17) or compensation deferred into the Deferred Compensation Plan and

(b)equals the amount of accrual credits actually credited to such Cash Balance Plan Account for the Plan Year.

4.3Company Match Credits.  For each Plan Year, each Participant will receive a Company Match Credit to his Company Match Credit Account equal to the amount which would have been allocated for the Plan Year to the Participant’s Company Matching Contributions Account under the Savings Plan but for compensation deferred into the Deferred Compensation Plan, the total not in excess of Code section 401(a)17 compensation,  less the amount actually allocated to such Savings Plan Account for the Plan Year.

4.4Health Savings Credits.  For each Plan Year, any Participant who is a Key Associate as defined in the Cash Balance Plan will receive a Health Savings Credit to his Health Savings Credit Account equal to the amount of Health Savings Account Credit which would have been credited under the Cash Balance Plan but for his status as a Key Associate.

4.5Gains and Losses.  The value of each Member’s Accounts shall be adjusted for gains and losses that would have been experienced if the Member’s Account had been allocated to the T. Rowe Price Lifestyle Fund - Balanced in the Savings Plan for that accounting period.

Article V.   Supplemental Pension Benefits

5.1Transition Pension Plan Supplement.  As of the cessation of accruals and upon the distribution of benefits under the Transition Pension Plan,  a Member shall be entitled to a Transition Pension Plan Supplement equal to the difference between (1) and (2) where:

(1)equals the retirement benefit which would have then been payable to the Member under the Transition Pension Plan but for the limits on compensation under Code section 401(a)(17) or benefits under Code section 415 or compensation deferred into the Deferred Compensation Plan and

(2)equals the Member’s actual retirement benefit under the Transition Pension Plan.

5.2HMR Pension Plan Supplement.   As of the cessation of accruals and upon the distribution of benefits under the HMR Pension Plan, a Member shall be entitled to an HMR Pension Plan Supplement equal to the difference between (1) and (2) where:

(1)equals the retirement benefit which would have then been payable to the Member under the HMR Pension Plan but for the limits on compensation

5

under Code section 401(a)(17) or benefits under Code section 415 or compensation deferred into the Deferred Compensation Plan and

(2)equals the Member’s actual retirement benefit under the HMR Pension Plan.

5.3 RPR Pension Plan Supplement.  As of the cessation of benefit accruals and upon the distribution of benefits under the RPR Pension Plan,  a Member shall be entitled to an RPR Pension Plan Supplement equal to the difference between (1) and (2) where:

(1)equals the retirement benefit accrued solely for service after 2000 which would have then been payable to the Member under the RPR Pension Plan but for the limits on compensation under Code section 401(a)(17) or benefits under Code section 415 and

(2)equals the Member’s actual retirement benefit accrued solely for service after 2000 under the RPR Pension Plan.

In addition, such Member shall be entitled to an additional RPR Pension Plan Supplement equal to the difference between (3) and (4), less (5), where

(3)equals the retirement benefit which would have been payable to the Member but for compensation deferred into the Deferred Compensation Plan,

(4)equals the Member’s actual retirement benefit under the RPR Pension Plan and

(5)equals the December 31, 2000 normal retirement benefit shortfall as credited to the Member under the Rhone Poulenc Rorer Deferred Compensation Plan as of that date.

In no event shall there be payable any benefit that is duplicative of the same compensation.

Article VI.  Vesting and Distribution of Accounts

6.1Vesting in Accounts and Pension Supplement.  A Member shall have a vested interest in such percentage of such Member’s Account or Pension Supplement as is equal to such Member’s vested percentage in the respective Qualified Retirement Plan.

6.2Distribution of Accounts.  Except as provided below, the vested portion of a Member’s Account shall be distributed to the Member in five equal annual installments beginning as soon as practicable in the calendar year following the calendar year of the Member’s severance from employment with the Company.   If the value of the Member’s Account as of the end of the calendar year of severance, including projections of credits for the year of severance, is less than $25,000, such Accounts shall be distributed in a lump sum as soon as practicable in the calendar year following the calendar year of severance.  In the event of the Member’s death prior to the entire distribution of the Account, the Account shall be payable to the Member’s beneficiary in accordance with the applicable Qualified Retirement Plan.

6

6.3Distribution of Pension Plan Supplement. Except as provided below, the vested portion of a Member’s Pension Plan Supplement shall be distributed as soon as administratively practicable following the start of, and in the same form as, distributions from the applicable Qualified Retirement Plan.  If the present value of the Member’s Pension Plan Supplement, calculated with respect to the projected normal retirement benefit as of the date of severance from employment, is less than $25,000, such Supplement shall be distributed as a lump sum as soon as practicable in the calendar year following the calendar year of severance.  The single sum actuarial equivalent value of each Member’s Pension Plan Supplement shall be determined using the actuarial factors and assumptions used under the applicable Qualified Retirement Plan to determine lump sum distributions.  In the event of the Member’s death, the vested portion of the Member’s Pension Plan Supplement shall be determined and payable in accordance with the applicable Qualified Retirement Plan provisions concerning death.

6.4Withholding Taxes.  The Company may withhold from a Member’s compensation and from any payment under this Plan any taxes required to be withheld with respect to contributions or benefits under this Plan.

Article VII.  Accounts and Records of the Plan

7.1Accounts and Records.  The Accounts and records of the Plan shall be maintained by the Plan Administrator and shall accurately reflect the value and status of the Account of each Member in the Plan.

Each Member shall be advised from time to time, at least once annually during each Plan Year, as to the status of the Member’s Account.

Article VIII. Administration

8.1Plan Administrator.  The Plan shall be administered by the Plan Administrator appointed by the Board of Directors.  The Plan Administrator shall hold office at the pleasure of the Board of Directors.  The Plan Administrator may resign by delivering his written resignation to the Board of Directors.  Vacancies in the Plan Administrator arising by resignation, death, removal, or otherwise shall be filled by the Chief Executive Officer of the Company.

The Plan Administrator shall keep a permanent record of his meetings and actions and may select a Secretary for this purpose.

8.2Responsibility and Authority of Plan Administrator.  Unless otherwise specifically provided hereunder, the Plan Administrator shall have full and complete authority, responsibility, and control over the management, administration, and operation of the Plan, including, but not limited to, the authority to:

(a)Formulate, adopt, issue, and apply procedures and rules.

(b)Construe and apply the provisions of the Plan.

7

(c)Make appropriate determinations and calculations of the distributions due Members under the Plan.

(d)Authorize and direct payment of benefits.

(e)Adopt and prescribe the use of necessary forms.

(f)Prepare and file reports, notices, and any other documents relating to the Plan which may be required by the Secretary of Labor or the Secretary of the Treasury, including, without limitation, those relating to Members’ service, accrued benefits, and the percentage of such benefits which are nonforfeitable, and annual registrations.

(g)Prepare and distribute to Members all communication materials required by the Act.

(h)Appoint such agents, counsel, auditors, and other specialists to aid in the administration of the Plan as it considers appropriate.

A Member’s eligibility hereunder and any and all other matters dealing with such Member’s employment shall be determined by the Plan Administrator from the records of the Company and such decision shall be conclusive upon all parties having any interest herein.  Neither the Company nor the Plan Administrator, nor any individual serving in such capacity, shall be liable to anyone in making a determination of facts hereunder, with respect to any such matters as may arise, in the administration of this Plan.

The Plan Administrator shall exercise any authority provided hereunder in a manner consistent with the applicable provisions of the Plan.

8.3Compensation and Expenses of Fiduciaries.

(a)The Plan Administrator shall serve without compensation for services as such if he is receiving full-time pay from the Company as an Associate.  Any such person who is not such an Associate may receive compensation for services, but paid by the Company and not from the Plan.  Any such person may receive reimbursement by the Company of expenses properly and actually incurred.

(b)All expenses incident to the maintenance and administration of this Plan shall be paid by the Company.  Such expenses shall include, but not be limited to, fees of accountants, auditors, counsel, investment managers, custodians, and other specialists, and other costs of administering the Plan.

8.4Records.  All acts and determinations under the Plan shall be recorded by the Plan Administrator or under his or its supervision, and all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved in custody of the Plan Administrator.

8.5Denial of Claims and Appeals.  If any claim for benefits under the Plan is wholly or partially denied, the claimant shall be given notice of the denial by the Plan Administrator in writing, within 90 days after receipt of the claim by the Plan.  If an extension is required, a written notice of the extension shall be furnished before the expiration of the initial 90-day period.  The extension shall not exceed 90 days.  Notice of a denial shall be provided by registered or certified mail, written in a manner calculated

8

to be understood by the claimant, setting forth the specific reasons for such denial, specific reference to pertinent Plan provisions on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and an explanation of the Plan’s claim review procedure.  The claimant also shall be advised that he or his duly authorized representative may request a review by the Plan Administrator of the decision denying the claim by filing with the Plan Administrator within 65 days after such notice has been received by the claimant, a written request for such review, and that he may review pertinent documents, and submit issues and comments in writing within the same 65-day period.  If such request is so filed, such review shall be made by the Plan Administrator within 60 days after receipt of such request; and the claimant shall be given written notice of the decision resulting from such review, which shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based.  If special circumstances require an extension of the 60-day period, it may be extended for an additional period not to exceed 60 days.

8.6Indemnity for Liability.  The Company shall indemnify the Plan Administrator and each other fiduciary who is an Associate of the Company, against any and all claims, losses, damages, expenses, including counsel fees, incurred by said fiduciaries, and any liability, including any amounts paid in settlement with such a fiduciary’s approval, arising from the fiduciary’s action or failure to act, except when the same is judicially determined to be attributable to the gross negligence or willful misconduct of such fiduciary.

Article IX.  General Provisions

9.1Nonalienation.  No person having an interest in or entitled to receive benefits in accordance with the provisions of the Plan shall have the power to sell, assign, transfer, pledge, or mortgage his interest or benefits, or any part thereof, nor shall his interest or benefits, or any part thereof, be subject or liable to levy, sale, seizure, attachment, garnishment, or any other judicial process issued by or in behalf of any creditor of any such person.

9.2Unclaimed Accounts.  Should the whereabouts of any person entitled to a distribution hereunder be unknown to the Plan Administrator for a period of five years after the mailing of a notice by registered mail, the interest of such person shall be forfeited.

9.3Incompetency.  Every person receiving or claiming benefits under the Plan shall be presumed to be mentally competent and of age until the Plan Administrator receives a written notice, in a form and manner acceptable to it, that such person is incompetent or a minor, and that a guardian, conservator, or other person legally vested with the care of his estate has been appointed.  In the event that the Plan Administrator finds that any person to whom a benefit is payable under the Plan is unable to properly care for his affairs, or is a minor, then any payment due (unless a prior claim therefor

9

shall have been made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by the Plan Administrator to have incurred expense for such person otherwise entitled to payment.

In the event a guardian, executor, administrator, or conservator of the estate of any person receiving or claiming benefits under the Plan shall be appointed by a court of competent jurisdiction, payments shall be made to such guardian, executor, administrator, or conservator provided that proper proof of appointment is furnished in a form and manner suitable to the Plan Administrator.  Any payment made under the provisions of this section 9.3 shall be a complete discharge of any liability therefor under the Plan.

9.4Rights Against the Company.  Neither the establishment of the Plan, nor any modification thereof, nor any distributions hereunder shall be construed as giving to any person whomsoever any legal or equitable rights against the Plan Administrator, the Company, or the officers, directors, or shareholders as such of the Company, or as giving any Associate or Member the right to be retained in the employ of the Company.

9.5Illegality of Particular Provisions.  The illegality of any particular provision of this Plan shall not affect the other provisions thereof, but the Plan shall be construed in all respects as if such invalid provision were omitted.

9.6Effect of Mistake.  In the event of a mistake or misstatement as to the age or eligibility or participation of a Member, or the credits made to the Account of any Member, or the amount of distributions made or to be made to a Member or other person, the Plan Administrator shall, to the extent it deems possible, cause to be withheld or accelerated, or otherwise make adjustment of, such amounts as will in its judgment accord to such Member or other person, the credits to the Account or distribution to which he is properly entitled under the Plan.

9.7Applicable Laws.  To the extent not preempted by federal law, the Plan shall be governed by, and administered and construed according to, the laws of the State of New Jersey.

Article X.  Amendment and Termination

10.1Amendment and Termination.

(a)The company does hereby expressly and specifically reserve the sole and exclusive right at any time by action of the Board to amend, modify, or terminate the Plan.  The Company’s right of amendment, modification, or termination as aforesaid shall not require the assent, concurrence, or any other action by any affiliate of the Company notwithstanding that such action by the Company may relate in whole or in part to persons in the employ of the affiliate.

(b)While the Company contemplates carrying out the provisions of the Plan indefinitely with respect to its Associates, the Company shall be under any obligation or liability whatsoever to maintain the Plan for any minimum or other period of time.

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10.2Effect of Contingencies Affecting the Company.  The merger, consolidation, or reorganization of the Company, or the sale by it of all or substantially all of its assets, shall not terminate the Plan if there is delivery to the Company by the successor to the Company or by the purchaser of all or substantially all of the Company’s assets, of a written instrument requesting that the successor or purchaser be substituted for the Company and agreeing to perform all the provisions hereof which the Company is required to perform.  Upon the receipt of said instrument, the successor or the purchaser shall be substituted for the Company herein, and the company shall be relieved and released from any obligations of any kind, character, or description herein or in any trust agreement imposed upon it.

IN WITNESS WHEREOF, AVENTIS PHARMACEUTICALS INC. has caused this instrument to be executed by its duly authorized officers effective as of January 2, 2002.

		AVENTIS PHARMACEUTICALS INC.
		By:	/s/ SUSAN B. KETTERMAN
			Susan B. Ketterman
ATTEST:			Vice President
By:	/s/ OWEN K. BALL, JR.

11

EX-99.(E)(11)

Exhibit (e)(11)

[Aventis letterhead]

Jean-Louis Château

Corp. HR / Top Management

To:

August 03

Re: Global Umbrella Group Insurance (GUGI) for Aventis Senior Executives

Dear               ,

Recently Aventis completed a global study for top executives regarding currently provided insurance benefits. Such insurance benefits are typically based on local market conditions and the level of protection against certain risks varies significantly from country to country. For our top management group we are aiming at some global minimum coverage for certain risks. Therefore the Management Board has decided to implement a global umbrella plan with the following targets as minimum lump sum benefits in case of

•	natural death	2 times annual Total Pay
•	accidental death	3 times annual Total Pay
•	total and permanent disability	2 times annual Total Pay

“Total Pay” for this purpose means Base Pay plus Target Bonus; “total and permanent disability” is defined as the permanent inability to work in any job.

Coverage for US employees will be on US$ basis, for all other employees it will be on € basis (for this purpose, exchange rates from other currencies will be determined close to the renewal date of the insurance policy).

Nordben Life and Pension Insurance Co. Ltd has been selected as our vendor for the GUGI policy to provide for group term life (GTL), for additional accidental death (AD) and for total and permanent disability (TPD) insurance. Any existing local lump sum insurance benefits will continue and will be topped up to the above-mentioned minimum levels if a gap exists. In no event will there be any cut back in existing local benefits.

Effective date for the GUGI policy will be October 1, 2003 and the annual renewal will be on October 1 each year. Benefits are based on “Total Pay” and local coverage at the beginning of the policy year and they are kept unchanged until the next renewal date when they will be adjusted to your revised pay and to any changes in local insurance benefits. Your GUGI coverage for the first insurance year (Oct 1, 2003 through Sept 30, 2004) is reflected on the attachment.

Coverage ceases when you leave the Aventis service for any reason.

There are some points to which we want to draw your particular attention:

The TPD coverage offered in the GUGI policy is provided through age 60 only and it is capped at a maximum amount of € 1.7 Mio or US$ 1.7 Mio resp due to underwriting requirements.

The “free cover limit” of Nordben for GTL and TPD coverage is established at € 1 Mio or US$ 1 Mio resp. This means that if your GTL or TPD coverage under the GUGI policy exceeds this limit you will have to undergo a physical medical examination, which may result in higher premiums or restrictions in coverage. In case you are affected by this limit you can refuse such examination. In this case, however, GTL cover under the GUGI policy will be capped at the free cover limit of € 1 Mio or US$ 1 Mio resp.

The full premium under the GUGI policy will be shouldered by the company. However, you will be subject to any additional income tax and/or social security tax based on any “benefit in kind” due to local tax laws. Any such taxes must be borne by you. A separate letter from your employing company (home company in case of expats) will provide you more detailed information about tax implications.

Therefore you will have an option to either participate (or not participate) in the GUGI policy. Please be aware that

1.             except for the restriction to the free cover limit mentioned above you can register only for full            plan participation or for no participation at all and

2.             your choice is a final one so that there is no possibility to refuse participation now and to register    later during your present assignment.

In any case, the company reserves the exclusive right to select another underwriter or to modify or terminate this plan at any time in line with the insurance contract stipulations.

2

For the enrolment process please fill in the attached form indicating

•       that you want to participate (or not to participate) in this policy

•       that you are willing (or not) to undergo a physical medical examination (in case your coverage exceeds 1 Mio € or 1 Mio US$ resp) and

•       names of beneficiaries (and portions of benefits) in case of your death

and send it back at the latest by September 20 by express mail to Aventis Corporate Benefits at the address shown on the Enrolment Form (with copy to your employing company).

We are confident that you will appreciate this offer to fill an existing gap in your insurance coverage and that it will provide you with comfort on your social and economic protection.

Sincerely,

Jean-Louis Chateau

Corp. HR / Top Management

Enclosures:

Individual coverage calculation

Tax implication

Enrollment form

3

EX-99.(E)(12)

Exhibit (e)(12)

RHONE-POULENC RORER INC.

1995 EQUITY COMPENSATION PLAN

Amended and Restated Effective November 1, 1996

The purpose of the Rhone-Poulenc Rorer Inc.  1995 Equity Compensation Plan (the “Plan”) is (i) to authorize the Executive Personnel and Compensation Committee (the “Committee”) of the Board of Directors to provide designated officers (including officers who are also directors), other employees and directors who are not employees (“Non-Employee Directors”) of Rhone-Poulenc Rorer Inc.  and its subsidiaries (hereinafter collectively referred to as the “Company”) and principals of organizations involved with the Company on significant projects (“Key Advisors”) with certain rights to acquire common stock of the Company and (ii) to provide for the grant of incentive stock options, nonqualified stock options and stock appreciation rights.  The Company believes that the Plan will cause the participants to contribute materially to the growth of the Company, thereby benefitting the Company’s shareholders and will align the economic interests of the participants with those of the shareholders.  This Plan shall serve as the successor equity incentive program to the Rorer Group Inc.  Equity Compensation Plan.

1.  Administration

The Plan shall be administered and interpreted by a committee (the “Committee”) consisting of not less than two persons appointed by the Board of Directors of the Company, all of whom shall be non-employee directors as defined under Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and “outside directors” as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and related Treasury regulations.  The Committee shall have the sole authority to determine (i) the employees and Key Advisors to whom options and awards shall be granted under the Plan, (ii) the type, size and terms of the awards to be made to each such individual, (iii) the time when the awards will be granted and the duration of the exercise period and (iv) any other matters arising under the Plan. Non-Employee Directors shall receive grants only pursuant to the provisions of Section 6.  The Committee shall have full power and authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for conduct of its business as it deems necessary or advisable, in its sole discretion.  The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interests in the Plan or in any awards granted hereunder.  All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.  Notwithstanding the foregoing, administration of Section 6 with respect to nondiscretionary grants to Non-Employee Directors is intended to be self-executing in accordance with the express terms and conditions of Section 6.  However, to the extent that administrative determinations are required with respect to Section 6, such determinations shall be made by the members of the Board who are not eligible to receive grants under Section 6, but in no event shall such determinations affect the eligibility of optionees, the determination of the exercise price, the timing of the grants or the number of shares subject to such grants.

2.  Grants

Incentives under the Plan shall consist of incentive stock options, nonqualified stock options, restricted stock grants and stock appreciation rights (hereinafter collectively referred to as “Grants”).  All Grants shall be subject to the terms and conditions set forth herein and to those other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the employee (the “Grant Letter”).  The Committee shall approve the form and provisions of each Grant Letter to an employee or Key Advisor.  Grants under a particular Section of the Plan need not be uniform as among the employees or Key Advisors and Grants under two or more Sections of the Plan may be combined in one instrument; provided, however, that Grants to Non-Employee Directors shall be made only in accordance with the provisions of Section 6.

3.  Shares Subject to the Plan

(a) Subject to the adjustment specified below, the aggregate number of shares of common stock of the Company (“Company Stock”) that have been or may be issued or transferred under the Plan is 5,000,000 shares.  During the term of the Plan, the maximum aggregate number of shares of Company Stock that shall be subject to options or awards under the Plan to any single individual shall be 500,000 shares.  The shares may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares repurchased by the Company on the open market.  If and to the extent options or stock appreciation rights granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, or if any shares of restricted stock are forfeited, the shares subject to such option or such award shall again be available for purposes of the Plan.

(b) If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation in which the Company is the surviving corporation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for Grants, the maximum number of shares of Company Stock that any individual participating in the Plan may be granted in any year, the number of shares covered by outstanding Grants, the kind of shares issued under the Plan, and the price per share or the applicable market value of such Grants may be proportionately adjusted by the Committee to reflect any increase or decrease in the number or kind of issued shares of Company Stock to preclude the enlargement or dilution of rights and benefits under such Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.  The adjustments determined by the Committee shall be final, binding and conclusive.

4.  Eligibility for Participation

Officers and other employees of the Company, Key Advisors designated by the Committee and Non-Employee Directors shall be eligible to participate in the Plan (hereinafter referred to

individually as the “Participant” and collectively as the “Participants”), provided that Key Advisors and Non-Employee Directors shall not be eligible to receive Incentive Stock Options (as defined in Election 5(b) below).  The Committee shall select the employees and Key Advisors to receive Grants (together with Non-Employee Directors receiving Grants under Section 6, the “Grantees”) from among the Participants and determine the number of shares of Company Stock subject to a particular Grant in such manner as the Committee determines; provided, however, that Non-Employee Directors shall only receive Grants pursuant to Section 6.  Nothing contained in this Plan shall be construed to (i) limit the right of the Company to grant options otherwise in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including options granted to employees thereof who become employees of the Company, or for other proper corporate purpose, or (ii) limit the right of the Company to grant stock options or make other awards outside of this Plan.

5.  Granting of Options

(a) Number of Shares.  The Committee shall grant to each Grantee who is an employee or Key Advisor a number of stock options as the Committee shall determine.

(b) Type of Option and Price.

(i) The Committee may grant options qualifying as incentive stock options (“Incentive Stock Options”) within the meaning of Section 422 of the Code and/or other stock options (“Nonqualified Stock Options”) or any combination of Incentive Stock Options and Nonqualified Stock Options (hereinafter referred to collectively as “Stock Options”), all in accordance with the terms and conditions set forth herein.

 (ii) The purchase price of Company Stock subject to an Incentive Stock Option or a Nonqualified Stock Option shall be the fair market value of a share of such Stock on the date such Stock Option is granted.  Notwithstanding the foregoing, with respect to a Stock Option other than an Incentive Stock Option, the price at which Company Stock may be purchased may be equal to either (i) the fair market value of Company Stock as of a date subsequent to the date of grant as specified by the Committee in the Grant Letter or (ii) the average of such fair market value over a period of time as specified by the Committee in the Grant Letter, but only when the price so established would not result in the disallowance of the Company’s expense deduction pursuant to Section 162(m) of the Code.

(iii) The “fair market value” of Company Stock shall be the closing price of a share of Company Stock on the New York Stock Exchange; provided, however, that if shares of Company Stock shall not be listed on the New York Stock Exchange, then the fair market value will be the closing price of a share of Company Stock on the principal stock exchange on which such shares are listed for trading, or if no sale takes place on such day on any such exchange, the average of the closing bid and asked prices on such day as officially quoted on any such stock exchange or if the Company Stock is not admitted to trading on any stock exchange the fair market price shall be the last sale reported on the NASDAQ National Market System published in the Wall Street Journal or, if no such sale is so reported, the average of the reported closing bid and asked prices on such day in the over-the-counter market, as furnished by the National Association of Security Dealers Automated

System, or, if such price at the time is not available from such system, as furnished by any similar system then engaged in the business of reporting such prices and selected by the Company or, if there is no such system, as furnished by any member of the National Association of Security Dealers, selected by the Company.

(c) Exercise Period.  The Committee shall determine the option exercise period of each Stock Option.  The exercise period shall not exceed ten years from the date of grant.  Notwithstanding any determinations by the Committee regarding the exercise period of any Stock Option, all outstanding Stock Options shall become immediately exercisable upon a Change in Control of the Company (as defined herein).

(d) Vesting of Options.  The vesting period for Stock Options shall commence on the date of grant and shall end on the third anniversary thereof, with one-third of the shares of Company Stock subject to each Grant becoming purchasable on each anniversary date of the grant, on a cumulative basis (except as otherwise provided herein or in the Grant Letter or as otherwise determined by the Committee).  Notwithstanding any determinations by the Committee regarding the vesting period of any Stock Option, all outstanding Stock Options shall become immediately exercisable upon a Change in Control of the Company (as defined herein).

(e) Manner of Exercise.  A Grantee may exercise a Stock Option by delivering a notice of exercise to the Committee with accompanying payment of the option price.  Such notice may instruct the Company to deliver shares of Company Stock due upon the exercise of the Stock Option to any registered broker or dealer designated by the Company (“Designated Broker”) in lieu of delivery to the Grantee.  Such instructions must designate the account into which the shares are to be deposited.  The Grantee may tender this notice of exercise, which has been properly executed by the Grantee, and the aforementioned delivery instructions to any Designated Broker.

(f) Termination of Employment, Disability or Death.

(1) In the event the Grantee during his lifetime ceases to be an employee of the Company or Key Advisor for any reason other than death, any Stock Option which is otherwise exercisable by the Grantee shall terminate unless exercised within six months and one day of the date on which he ceases to be an employee or Key Advisor (or within such other period of time as may be specified in the Grant Letter), but in any event no later than the date of expiration of the option exercise period; provided, however, that in the case of a Grantee who is disabled within the meaning of Section 22(e)(3) of the Code, such period shall be one year rather than six months and one day (except as the Committee may otherwise provide in the Grant Letter) and that in the case of Incentive Stock Options, such period shall be 90 days rather than six months.

(2) In the event of the death of the Grantee while he is an employee or Key Advisor of the Company or within not more than three months of the date on which he ceases to be an employee or Key Advisor (or within such other period of time as may be specified in the Grant Letter), any Stock Option which was otherwise exercisable by the Grantee at the date of death may be exercised by his personal representative at any time prior to the expiration of one year from the date of death, but in any event no later than the date of expiration of the option exercise period.

 (g) Satisfaction of Option Price.  The Grantee shall pay the option price in cash or by delivering shares of Company Stock already owned by the Grantee for the period necessary to avoid a charge to the Company’s earnings for financial reporting purposes and having a fair market value on the date of exercise equal to the option price or with a combination of cash and shares.  The Grantee shall pay the option price and the amount of withholding tax due, if any, at the time of exercise.  Shares of Company Stock shall not be issued or transferred upon exercise of a Stock Option until the option price is fully paid.

(h) Limits on Incentive Stock Options.  Each Grant of an Incentive Stock Option shall provide that the aggregate fair market value of the Company Stock on the date of the Grant with respect to which Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year under the Plan or any other stock option plan of the Company shall not exceed $100,000. An Incentive Stock Option shall not be granted to any Participant who, at the time of grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or parent of the Company, unless the option price per share is not less than 110% of the fair market value of Company Stock on the date of grant and the option exercise period is not more than five years from the date of grant.

6.  Stock Option Grants to Non-Employee Directors

(a) Number of Shares.  Each individual who becomes a Non-Employee Director after the effective date of this Plan as set forth in Section 18 shall receive a grant of a Non-qualified Stock Option to purchase 20,000 shares of Company Stock as of the date of the first meeting of shareholders at which he or she is first elected to the Board of Directors or the first meeting of shareholders after he or she becomes a director (whether or not he or she is a candidate for election).

(b) Option Price and Exercise Period.  The purchase price of Company Stock subject to such grants shall be the fair market value of a share of such stock as of the date such Stock Option is granted.  ”Fair Market Value” shall be determined pursuant to Section 5(b).  Each Stock Option granted pursuant to this Section shall have an exercise period of ten years from the date of grant.

(c) Vesting of Options.  The vesting period for such Stock Options shall commence on the date of grant and shall end on the fifth anniversary thereof, with 20% of the shares of Company Stock subject to each grant becoming exercisable on each anniversary date of the grant, on a cumulative basis. Notwithstanding the foregoing, all outstanding Stock Options granted pursuant to this Section shall become immediately exercisable upon a Change in Control of the Company (as defined herein).

(d) Manner of Exercise and Satisfaction of Option Price.  A Non-Employee Director may exercise and satisfy the option price of Stock Options granted pursuant to this Section in accordance with the provisions of Section 5(e) and (g) respectively.

 (e) Termination of Relationship With the Company, Disability or Death.

(1) In the event a Non-Employee Director during his lifetime ceases to serve as a Non-Employee Director for any reason other than on account of becoming an employee of the Company or death,

any Stock Option granted pursuant to this Section which is otherwise exercisable by the Non-Employee Director shall terminate unless exercised within six months of the date on which he ceases to serve as a Non-Employee Director, but in any event no later than the date of expiration of the option exercise period; provided, however, that in the case of a Non-Employee Director who is disabled within the meaning of Section 105(d)(4) of the Code, such period shall be one year rather than six months.

(2) In the event of the death of the Non-Employee Director while he is serving as a Non-Employee Director or within not more than three months of the date on which he ceases to be a Non-Employee Director, any Stock Option granted pursuant to this Section which was otherwise exercisable by the Non-Employee Director at the date of death may be exercised by his personal representative at any time prior to the expiration of one year from the date of death, but in any event no later than the date of expiration of the option exercise period.

7.  Restricted Stock Grants

The Committee may issue or transfer shares of Company Stock to a Participant under a grant (a “Restricted Stock Grant”) pursuant to an incentive or long range compensation plan or program approved by the Committee and adopted by the Board of Directors of the Company.  Key Advisors shall not be eligible to receive Restricted Stock Grants.  The following provisions are applicable to Restricted Stock Grants:

(a) General Requirements.  Shares of Company Stock issued pursuant to Restricted Stock Grants will be issued for no consideration.  Subject to any other restrictions by the Committee as provided pursuant to this Section, restrictions on the transfer of shares of Company Stock set forth in Section 7(d) shall lapse as to up to one-third of the shares covered by a Restricted Stock Grant on each anniversary of the date of the grant or such other date as the Committee may approve until the restrictions have lapsed on 100% of the shares; provided, however, that upon a Change in Control of the Company (as defined herein), all restrictions on the transfer of the shares which have not, prior to such date, been forfeited shall immediately lapse.  The period of years during which the Restricted Stock Grant will remain subject to restrictions will be designated in the Grant Letter as the “Restriction Period.”

(b) Number of Shares.  The Committee shall grant to each Grantee a number of shares of Company Stock pursuant to a Restricted Stock Grant in such manner as the Committee determines.

 (c) Requirement of Employment.  If the Grantee’s employment terminates during a period designated in the Grant Letter as the Restriction Period, the Restricted Stock Grant terminates as to all shares covered by the Grant as to which restrictions on transfer have not lapsed, and those shares of Company Stock must be immediately returned to the Company.  The Committee may, however, provide for complete or partial exceptions to this requirement as it deems equitable.

(d) Restrictions on Transfer and Legend on Stock Certificate.  During the Restriction Period, a Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the shares of Company Stock to which such Restriction Period applies except to a Successor Grantee under Section 9.  Each certificate for a share issued or transferred under a Restricted Stock Grant shall contain a legend

giving appropriate notice of the restrictions in the Grant.  The Grantee shall be entitled to have the legend removed from the stock certificate or certificates covering any of the shares subject to restrictions when all restrictions on such shares have lapsed.

(e) Unless the Committee determines otherwise, during the Restriction Period, the Grantee shall have the right to vote shares subject to the Restricted Stock Grant and to receive any regular cash dividends paid on such shares.

(f) Lapse of Restrictions.  All restrictions imposed under the Restricted Stock Grant shall lapse upon the expiration of the applicable Restriction Period; provided, however, that upon a Change in Control of the Company (as defined herein), all restrictions on the transfer of the shares which have not, prior to such date, been forfeited shall immediately lapse.  In addition, the Committee may determine as to any or all Restricted Stock Grants, that all the restrictions shall lapse, without regard to any Restriction Period, under such circumstances as it deems equitable.

8.  Stock Appreciation Rights

(a) The Committee may grant stock appreciation rights (“SARs”) to any Grantee in tandem with any Stock Option, for all or a portion of the applicable Stock Option, either at the time the Stock Option is granted or at any time thereafter while the Stock Option remains outstanding; provided, however, that in the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Stock Option.  The exercise price of each SAR shall be equal to (i) the exercise price or option price of the related Stock Option or (ii) the fair market value of a share of Company Stock as of the date of grant of such SAR, but only in such circumstances where the SAR is granted subsequent to the date of grant of the related Stock Option and an exercise price established in accordance with clause (i) above would result in the disallowance of the Company’s expense deduction pursuant to Section 162(m) of the Code and related Treasury regulations.

(b) The number of SARs granted to a Grantee which shall be exercisable during any given period of time shall not exceed the number of shares of Company Stock which the Grantee may purchase upon the exercise of the related Stock Option or Stock Options during such period of time.  Upon the exercise of a Stock Option, the SARs relating to the Company Stock covered by such Stock Option shall terminate.  Upon the exercise of SARs, the related Stock Option shall terminate to the extent of an equal number of shares of Company Stock.

(c) Upon a Grantee’s exercise of some or all of his SARs, the Grantee shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised, payable in cash, Company Stock or a combination thereof.  Subject to adjustments required pursuant to Subsection (a)(ii), the stock appreciation for an SAR is the difference between the option price specified for the related Stock Option and the fair market value of the underlying Company Stock on the date of exercise of such SAR.

(d) At the time of such exercise, the Grantee shall have the right to elect the portion of the amount to be received that shall consist of cash and the portion that shall consist of Common Stock, which for purposes of calculating the number of shares of Company Stock to be received, shall be valued at their fair market value on the date of exercise of such SARs.  The Committee shall have the right

to disapprove a Grantee’s election to receive cash in full or partial settlement of the SARs exercised, and to require that shares of Company Stock be delivered in lieu of cash.  If shares of Company Stock are to be received upon exercise of an SAR, cash shall be delivered in lieu of any fractional share.

(e) An SAR is exercisable only during the period when the Stock Option to which it is related is also exercisable.

9.  Transferability of Options and Grants

(a) Only a Participant or his or her authorized legal representative may exercise rights under a Grant.  Such persons may not transfer those rights except by will or by the laws of descent and distribution or, if permitted in any specific case by the Committee in their sole discretion, pursuant to a qualified domestic relations order as defined under the Code or Title I of ERISA or the regulations thereunder.  When a Participant dies, the personal representative or other person entitled to succeed to the rights of the Participant (“Successor Grantee”) may exercise such rights.  A Successor Grantee must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Participant’s will or under the applicable laws of descent and distribution.

(b) Notwithstanding the foregoing, the Committee may provide, in a Grant Letter, that a Grantee may transfer Nonqualified Stock Options to family members or other persons or entities according to such terms as the Committee may determine; provided that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer.

10.  Change in Control of the Company

As used herein, a “Change in Control” shall be deemed to have occurred if Rhone-Poulenc S.A.  and its Affiliates (as used herein, the term “Affiliates” shall be deemed to include any corporation, joint venture, or other business enterprise, whether incorporated or unincorporated, which Rhone-Poulenc S.A. directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with) cease to be the beneficial owners (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

11.  Amendment and Termination of the Plan

(a) Amendment.  The Board of Directors of the Company, by written resolution, may amend or terminate the Plan at any time; provided, however, that any amendment that materially increases the benefits accruing to Participants under the Plan, increases the aggregate number (or individual limit for any single Grantee) of shares of Company Stock that may be issued or transferred under the Plan (other than by operation of Section 3(b)), or materially modifies the requirements as to eligibility for participation in the Plan, shall be subject to approval by the shareholders of the Company if required by applicable law, and provided, further, that the Board of Directors shall not amend the Plan without shareholder approval if such approval is required by Section 162(m) of the Code, or if

such amendment would cause the Plan or the Grant or exercise of an Incentive Stock Option under the Plan to fail to comply with the requirements of Section 422 of the Code including, without limitation, a reduction of the option price set forth in Section 5(b) or an extension of the period during which an Incentive Stock Option may be exercised as set forth in Section 5(c).

(b) Termination of Plan.  The Plan shall terminate on the tenth anniversary of its effective date unless terminated earlier by the Board of Directors of the Company or unless extended by the Board with the approval of the shareholders.

(c) Termination and Amendment of Outstanding Grants.  A termination or amendment of the Plan that occurs after a Grant is made shall not result in the termination or amendment of the Grant unless the Grantee consents or unless the Committee acts under Section 19(b).  The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant.  Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 19(b) or may be amended by agreement of the Company and the Grantee consistent with the Plan.

12.  Funding of the Plan

This Plan shall be unfunded.  The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under this Plan.  In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants.

13.  Rights of Participants

Nothing in this Plan shall entitle any Participant or other person to any claim or right to be granted an award under this Plan.  Neither this Plan nor any action taken hereunder shall be construed as giving any Participant any rights to be retained by or in the employ of the Company.

14.  Withholding of Taxes

The Company shall have the right to deduct from all Grants paid in cash, or from other wages paid to the employee of the Company, any federal, state or local taxes required by law to be withheld with respect to such cash awards and, in the case of Grants paid in Company Stock, the Participant or other person receiving such shares shall be required to pay to the Company the amount of any such taxes which the Company is required to withhold with respect to such Grants or the Company shall have the right to deduct from other wages paid to the employee by the Company the amount of any withholding due with respect to such Grants.

15.  Agreements with Participants

Each Grant made under this Plan shall be evidenced by a Grant Letter containing such terms and conditions as the Committee shall approve.

16.  Requirements for Issuance of Shares

No Company Stock shall be issued or transferred upon payment of any Grant hereunder unless and until all legal requirements applicable to the issuance or transfer of such Company Stock have been complied with to the satisfaction of the Committee.  The Committee shall have the right to condition any Restricted Stock Grant or Stock Option made to any Participant hereunder on such Participant’s undertaking in writing to comply with such restrictions on his subsequent disposition of such shares of Company Stock as the Committee shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and certificates representing such shares may be legended to reflect any such restrictions.

17.  Headings

Section headings are for reference only.  In the event of a conflict between a title and the content of a Section, the content of the Section shall control.

18.  Effective Date and Designation of the Board

Subject to the approval of the Company’s shareholders, this Plan shall be effective as of May 1, 1995.

19.  Miscellaneous

(a) Substitute Grants.  The Committee may make a Grant to an employee of another corporation who becomes a Participant by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company or any of its subsidiaries in substitution for a stock option or restricted stock grant granted by such corporation (“Substituted Stock Incentives”).  The terms and conditions of the substitute Grant may vary from the terms and conditions required by the Plan and from those of the Substituted Stock Incentives.  The Committee shall prescribe the provisions of the substitute Grants.

(b) Compliance with Law.  The Plan, the exercise of Grants and the obligations of the Company to issue or transfer shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by an governmental or regulatory agency as may be required.  With respect to persons subject to Section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act.  The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation.  The Committee may also adopt rules regarding the withholding of taxes on payments to Grantees.  The Committee may, in its sole discretion, agree to limit its authority under this Section.

(c) Ownership of Stock.  A Grantee or Successor Grantee shall have no rights as a shareholder with respect to any shares of Company Stock covered by a Grant until the shares are issued or transferred to the Grantee or Successor Grantee on the stock transfer records of the Company; provided, however, that such individuals shall have the right to vote shares of Company Stock subject to a Restricted Stock Grant and to the payment of cash dividends on such shares during the Restriction Period.

EX-99.(E)(13)

Exhibit (e) (13)

Rhône - Poulenc

Stock Options Plan

1998

LOGO RHÔNE-POULENC

Rhône-Poulenc Stock Option Plan
1998

Overview of the Plan

The 1998 Rhône-Poulenc Stock Option Plan was authorized by the Company’s shareholders meting.  Each stock option gives you the right, but not the obligation, to subscribe one Rhône-Poulenc SA newly issued share.  The exercise price is defined below.  The options are granted irrevocably for a fixed period of time (ten years).  They become vested (can be exercised) after five years(1) for French tax residents and three years for other participants.  Generally, your options will expire if you cease to be an employee of one of the companies of the Rhône-Poulenc Group.

External administrators have been selected to support the day-to-day operations of the Plan, in particular the exercise of options and the maintenance of an account for each participant.  The process to exercise these options may differ slightly based on your country and your company within the Group.  Further information about this procedure will be provided to you shortly.

Conditions of the Grant

The specific features of the 1998 Stock Option Plan as decided by the Board of Directors are as follows:

Grant Date:	December 16, 1997
Reference Price:	260.63 FF
Discount:	5%
Exercise Price:	247.60 FF
Vesting Date:	January 6, 2001 (January 6, 2003 for French Residents)
Exercise Period:	from January 6, 2001 through December 16, 2007 inclusive

Eligibility to Exercise Your Options

You must be actively employed by of one of the companies of the Rhône-Poulenc Group at the time you exercise your options.  However, there are several exceptions to this rule, including:

•In the case of a resignation or lay-off, you have up to six months from the date your employment ends in which to exercise any vested options.  Any options which are not vested on your last day of active employment will be forfeited.

(1)Except in some specific cases. (Please consult with your HR department.)

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•In the case of retirement, early retirement or disability, your options will continue to vest and can be exercised in the same fashion and under the same conditions as if you were actively employed.

•In the case of a participant’s death, all options granted to date will be automatically vested.  The participant’s estate will have up to six months from the date of death to exercise the options.

Information about Exercising Your Options

Once your stock options are fully vested, you may exercise them at any time during the exercise period.  While the specific procedures for exercising options may differ from country to country, these are several general rules which will always apply:

•You may either choose to: 1) exercise your options and retain the stock (under this approach, you must advance the funds necessary to subscribe the shares based on the exercise price); or 2) utilize a “cashless” exercise in which you exercise the options and immediately resell the newly created shares.

•The exercise of your stock options (and corresponding sale of shares, if appropriate) is transacted as soon as possible after a request is received and your eligibility is verified.

•There are certain administrative and financing fees associated with any stock option transaction.  These fees are charged to the participant.  The amount of the fee is dependent on the size and type of transaction.

Special Circumstances For Options Exercised Between January 1^st and the Dividend Payment Date:  There is a special process for stock options that are exercised between January 1^st of any year and the date on which dividends are paid in that year.  Any Rhône-Poulenc shares that are issued upon the exercise of options in this time period do not entitle the shareholder to the upcoming dividend payment.

These shares, because they are not entitled to dividends until the next calendar year, are traded on the cash settlement market at a price below that of existing ordinary shares traded on the monthly settlement.  As a result, this price differential will reduce the amount of the gain to which you might otherwise be entitled at the time of exercise.

Taxation

In most countries, stock options are subject to some form of taxation.  The types of taxation vary from taxing the stock options at the time of grant to taxing options at the time of exercise as either ordinary income, capital gains or at a special rate.  The amount, or percent, of taxation also obviously varies from country to country.  It is impossible to note the current laws for each country; rather, you are encouraged to consult your tax advisor or local Human Resource Department for information about your country’s specific tax rules and regulations related to stock options.

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This booklet gives you a summary of the terms and conditions of the 1998 Rhône-Poulenc Stock Options Plan.  It is for information purposes only.  The Company reserves the right to modify these terms and conditions as necessary.  Participants will appreciate that the Plan is established in accordance with French law and formal Plan Documents.  It is these documents (French version) which will serve as the sole document of reference should any dispute arise.

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EX-99.(E)(14)

Exhibit (e) (14)

Rhône - Poulenc

Stock Options Plan

1999

LOGO RHÔNE-POULENC

Rhône-Poulenc Stock Option Plan
1999

Overview of the Plan

The 1999 Rhône-Poulenc Stock Option Plan was authorized by the Company’s shareholders meeting.  Each stock option gives you the right, but not the obligation, to subscribe one Rhône-Poulenc S.A. newly issued share.  The exercise price is defined below.  The options are granted at the Company’s sole discretion, and should you receive a grant, it is granted for a ten year period.  They become vested (can be exercised) after five years(1) for French tax residents and three years for other participants.

External administrators have been selected to support the day-to-day operations of the Plan, in particular the exercise of options and the maintenance of an account for each participant.  The process to exercise these options may differ slightly based on your country and your company within the Group.

Conditions of the Grant

The specific features of the 1999 Stock Option Plan as decided by the Board of Directors are as follows:

Grant Date:	December 15, 1998
Reference Price:	276.70 FF
Discount:	5%
Exercise Price:	262.90 FF
Vesting Date:	January 6, 2002 (January 6, 2004 for French Residents(1))
Exercise Period:	From January 6, 2002 through December 15, 2008, inclusive. (January 6, 2004(1) through December 15, 2008, inclusive, for French Residents)

Eligibility to Exercise Your Options

You must be actively employed by one of the companies where the Rhône-Poulenc Group holds at least 10% of the capital or voting rights at the time you exercise your options.  However, there are several exceptions to this rule, including:

•In the case of a resignation or termination, you have up to six months from the date you receive/give your notice of termination to exercise any vested options.(2)

(1)Except in some specific cases. (Please consult with your HR department.)

(2)The noted exercise periods cannot extend beyond the life of the options, as defined in the Conditions of the Grant.

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Any options which are not vested on your last day of active employment will be forfeited.

•In the  case of a lay-off resulting from a company restructuring or social plan, you have up to twelve months from your last day of active employment or from the date on which your options become vested (whichever is later) to exercise any vested options.(2)  Any options which are not exercised within the 12 month period will be forfeited.

•However, in the case of lay-off or involuntary termination (except for cause) within eighteen months following a “Change of Control” (as defined by the plan rules), your options will continue to vest and can be exercised in the same fashion and under the same conditions as if you had remained actively employed.

•In the case of a divestment of your company or business resulting in your being directly employed or transferred to a company where RP holds less than 10% of the capital or voting rights, your options will continue to vest and can be exercised in the same fashion and under the same conditions as if you had remained actively employed within the Group.

•In the case of retirement, early retirement, or disability, or in the case of a lay-off or termination (except for cause) when you are age 55 or older, your options will continue to vest and can be exercised in the same fashion and under the same conditions as if you had remained actively employed.

•In the case of a participant’s death, all options granted to date will be automatically vested.  The participant’s estate will have up to six months from the date of death to exercise the options.

Information about Exercising Your Options

Once your stock options are fully vested, you may exercise them at any time during the exercise period, which is defined in the Conditions of the Grant.  While the specific procedures for exercising options may differ from country to country, there are several general rules which will always apply:

•You may either choose to: 1) exercise your options and retain the stock (under this approach, you must advance the funds necessary to subscribe the shares based on the exercise price); or 2) utilize a “cashless” exercise in which you exercise the options and immediately resell the newly created shares.

•The exercise of your stock options (and corresponding sale of shares, if appropriate) is transacted as soon as possible after a request is received and your eligibility is verified.

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•There are certain administrative and financing fees charged by the external administrators for managing the stock option transactions.  These fees are charged to the participant and will vary with the size and type of transaction.

Special Circumstances For Options Exercised Between The Approval of the Annual Accounts by the Board and the Dividend Payment Date:  There is a special condition for options that are exercised between the date of the approval of the accounts by the Board of Directors of Rhône-Poulenc S.A. (end of January) of any year and the date on which dividends are paid in that year in respect of the previous financial year (both dates inclusive).  Any Rhône-Poulenc shares that are issued upon the exercise of options in this time period do not entitle the shareholder to the upcoming dividend payment.

These shares, because they are not entitled to dividends until the next calendar year, are traded on the cash settlement market at a price below that of existing shares traded on the monthly settlement.  As a result, the price differential will reduce the amount of the gain to which you might otherwise be entitled at the time of exercise.

Taxation

In most countries, stock options are subject to some form of taxation.  The types of taxation vary from taxing the stock options at the time of grant to taxing options at the time of exercise as either ordinary income, capital gains, or at a special rate.  The amount, or percentage, of taxation also obviously varies from country to country.  It is impossible to note the current laws for each country; rather, you are encouraged to consult your tax advisor or local Human Resource Department for information about your country’s specific tax rules and regulations related to stock options.

This booklet gives you a summary of the terms and conditions of the 1999 Rhône-Poulenc Stock Options Plan. It is for summary information purposes only.  The Company reserves the right to modify these terms and conditions as necessary.  The Plan is established in accordance with French law and the formal Plan Document (French version) will serve as the sole document of reference should any dispute arise.  Consult your Human Resources Department should you have additional questions.

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EX-99.(E)(15)

Exhibit (e)(15)

AVENTIS

Stock Option Continuity Plan 1999

Terms and Conditions

For the option rights issued on
September 7, 1999

by Hoechst AG
(the “Company”)

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Definitions

For purposes of these terms and conditions, the following terms shall be defined as set forth below:

•	Allottee	as defined in Sec. 1.1
•	Aventis Group	Aventis and any and all of its affiliated companies as defined in Article L.233-3 of the New French Code of Commerce
•	Blackout Period	as defined in Sec. 3.4
•	Company	as defined on the cover page
•	Exercise Day	as defined in Sec. 5
•	Exercise Notice Form	as defined Sec. 4.2
•	Exercise Period	as defined in Sec. 3.3
•	Included Companies	as defined in Sec. 7.1
•	Options Administrator	as defined in Sec. 4.1
•	Option Right	as defined in Sec. 1.1
•	Share	as defined in Sec. 1.1
•	Strike Price	as defined in Sec. 2
•	Vesting Period	as defined in Sec. 3.2

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§ 1

Contents of the option rights

1.1.Each individual option right (the “Option Right”) entitles the holder thereof (the “Allotee”) to purchase one share of Aventis, Strasbourg, France, securities with identification number 925,700 (Frankfurt am Main Stock Exchange, (each a “Share”) at the Strike Place.

1.2.The Company may, at its own discretion, instead of settling any one claim under an Option Right by delivery of one Share, fully settle such claim by paying a sum equivalent to the difference between the closing price (SchluBkurs) of Shares on the Frankfort Stock Exchange (in XETRA) on the Exercise Day and the Strike Price.

§ 2

Strike Price

The price at which one Share may be purchased after exercise of one Option Right is €40.21 per Share (the “Strike Price”).

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§ 3

Term, Vesting Period
Exercise Period, Blackout Periods

3.1.The term of the Option Rights is 10 years.  It ends on September 7, 2009 at 24.00 (Frankfurt am Main time).

3.2.Option Rights may not be exercised prior to September 7, 2002 (the “Vesting Period”) other than in the circumstances stated under Sec. 7.

3.3.Option Rights may be exercised in the period beginning on September 7, 2002 (Frankfurt am Main time) and expiring on (and including) September 7, 2009 at 24.00 hours (Frankfurt am Main time) (the “Exercise Period”).  Option Rights not exercised by the end of the Exercise Period are automatically forfeited without giving recourse to damages or compensation.

3.4.The Company may specify periods during the Exercise Period in which the exercise of Option Rights is not permitted (the “Blackout Periods”).  If Option Rights are exercised during Blackout Periods, they are deemed not to have been exercised.  Generally, Blackout Periods shall not exceed a period of 5 weeks each and shall be confined to the following periods:

(a)the period immediately preceding those days (and including the actual day and up to two days after such day) on which current data on Aventis or the Aventis Group as such is made available to the public (e.g. Publication of provisional

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sales and profits figures, publication of annual, half-yearly or quarterly results, general meetings),

(b)the period in which the exercise of Option Rights, in the reasonable discretion of the Management Board of Aventis, needs to be prohibited in order to avoid material or immaterial harm to Aventis or the Aventis Group, including the impression that the Allottees could have made use of price-sensitive information not publicly known, or to protect the overriding interests of Aventis or the Aventis Group.

3.5.Regardless of Blackout Periods as defined in Sec. 3.4 above, the Company reserves the right to designate specific Allottees as insiders for reasonable periods of time under the conditions mentioned above in Sec. 3.4 lit. b), thereby prohibiting these Allottees from exercising their option rights within such periods of time.

3.6.Notification of the Blackout Periods or periods as defined in Sec. 3.5 above will always be given reasonably in advance, unless the situation does not allow for such in advance in notification.

§ 4

Exercise of Option Rights

4.1.The Company will announce an external company (the “Options Administrator”) responsible for the administration (exercise, monitoring etc.) of the allotted Option Rights in the name of the Company.  Accordingly, the Company will deliver to the Options Administrator all information necessary for the administration.  The

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Company is entitled to replace the Options Administrator at its own discretion.

4.2.Option Rights are exercised by issuing to the Options Administrator as designated by the Company from time to time in accordance with Art. 4.1 hereof, an exercise notice using the exercise notice form provided by the Company or the Options Administrator (the “Exercise Notice Form”).

The exercise notice shall be considered properly issued and thus valid only if it is entirely filled out, without deletions or unsolicited additions or amendments, and signed by the Allottee.  The form of transmission shall correspond to the specifications in the Notice Form.  The Exercise Notice Form may state additional requirements for the proper and valid issue of the exercise notice, notably payment of the Strike Price, as well as an appropriate amount for taxes and fiscal charges to be withheld by the Company, or the Allottee’s employer respectively, and evidence of entitlement to exercise Option Rights.  The Option Rights may also be exercised in any form agreed upon between the Options Administrator and the Company (e.g. web-based exercises).

4.3.The number of Option Rights exercised on any Exercise Day must be at least 500 or any multiple of 100 above this.  In case the number or remaining Option Rights is less than 1,000, all such remaining Option Rights must be exercised at once.

4.4.Any exercise of Option Rights is irrevocable.

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§ 5

Exercise Day

The “Exercise Day” is the day on which the Options Administrator receives the Exercise Notice Form until 11.00 hours (Frankfurt am Main time) on any stock exchange trading day in Frankfurt am Main (the “Exercise Day”).  In case any Exercise Notice Form is received by the Options Administrator on any given stock exchange trading day after 11.00 hours (Frankfurt am Main) the Exercise Day for the respective Option Right shall be deemed to be the following stock exchange trading day.  If Option Rights are exercised on a day that is not a stock exchange trading day in Frankfurt am Main, the first subsequent stock exchange trading day in Frankfurt am Main is deemed to be the Exercise Day for the Option Rights so exercised.

§ 6

Non-Transferability, Heritability

6.1.Option Rights cannot be transferred, assigned, pledged or otherwise disposed of.

6.2.Option Rights are heritable.  When Option Rights are inherited all rights of the Allottee pass to the heir(s).  Sec. 7.6 remains unaffected.  The Company8 and the Options Administrator are entitled to request reasonable evidence of such transfer upon exercise of any such transferred Option Rights.

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§ 7

Termination of Employment,
Withdrawal of a Company from the Aventis Group

7.1.Subject to the special rules in the following paragraphs, Option Rights may be exercised only if (i) the Allottee has – up to (and on) the Exercise Day – been continuously employed by Hoechst AG or any other company of the Aventis Group whose managerial employees have been granted Option Rights on the basis of the decision of the General Meeting of Hoechst AG on May 4, 1999, and if (ii) the said Allottee is not under notice of termination of his/her employment contract.  Any move between any two included Companies does not affect these rights.  If members of executive bodies or senior executives have service or employment contracts with a limited term owing to the nature of their functions, then for the entire duration of employment these contracts shall be deemed to constitute one continuous period of employment for the purposes of this provision, provided that the respective contracts have been extended or renewed without interruption in service, and that no notice of termination has been given.

7.2.If the employment ends for any reason before September 7, 2000, the Option Rights are automatically forfeited without giving recourse to damages or compensation.

7.3.If the employment ends by mutual agreement or due to termination notice given for organizational changes on or after September 7, 2000,  the Option Rights are exercisable within 30 days immediately

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following termination of employment but no later than September 7, 2009.

7.4.If the employment is terminated by retirement (under the employer’s retirement eligibility rules or applicable law) or disability on or after September 7, 2000, the Option Rights continue to exist and may be exercised as set out in these terms and conditions.

7.5.If employment is terminated by death on or after September 7, 2000, the Option Rights pass to the heir(s).  The Option Rights are exercisable by the heir(s) for one year from date of death but no later than September 7, 2009.

7.6.If the employment of an Allottee ends on or after September ;7, 2002 due to notice of termination given by the Allottee, the Option Rights remain exercisable until the end of 30 days after the termination date of employment in accordance with these terms and conditions but in no instance after September 7, 2009.

7.7.If employment is terminated by the employer for cause (as defined in applicable labour law), the Option Rights will cease without giving recourse to damages or compensation if and to the extent that they have not been exercised at the time that notice of termination is given.

7.8.If a company, a business unit or section of a business unit by which the Allottee is employed or to which he is assigned leaves the Aventis Group before September 7, 2000 the Option Rights cease to exist without giving recourse to damages or compensation unless any arrangement is made to the contrary.  This applies also if the Allottee, without other sound reasons, invokes any rights of objection to the

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transfer of employment.  The date of leaving is deemed to be the day on which the Aventis Group loses its majority shareholding and/or majority voting rights in the company or that on which the assets essential to the business unit or section of a business unit pass to the legal successor.  If any of the above described events occurs on or after September 7, 2000, the Option Rights are exercisable within a period of six months immediately following such event, but no later than September 7, 2009, unless any other arrangement is reached.

7.9.If a change of control in Hoechst AG or Aventis occurs, the Company is entitled, but not obliged, to terminate the Option Rights within a period of six months, provided the Allottee is compensated with at least the same value of the Option Rights on the date of the change of control.  Such compensation may comprise a facility to acquire options on shares of the controlling company, options geared to the stock exchange price of the controlling company or a cash settlement.  A change in control takes place if and as soon as a notification is made in accordance with § 21, § 22 of the German Securities Trading Law (WpHG) or Article L.233-6 of the New French Commercial Code, by a party required to give notice, that 50% or more of the voting rights in Hoechst AG, respectively in Aventis, have been acquired.

7.10.If a change takes place in the control of an Aventis Group Company other than Hoechst AG or Aventis the Company is entitled, but not obliged, to terminate the Option Rights within a period of six months on the condition that the Allottee is compensated with at least the same value of the Option Rights on the date of the change of control.

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Such compensation may comprise a facility to acquire options to shares of the controlling company, options geared to the stock exchange price of the controlling company or a cash settlement.

7.11.Any Option Rights not exercised by the end of any of the above defined deadlines are automatically forfeited without giving recourse to damages or compensation.

§ 8

Protection against Dilution of Equity

8.1.If, during the term of the Option Rights, there are changes in the capital stock of Aventis or there are restructuring measures that have a direct effect on the equity capital of Aventis (e.g. share split), the Company is entitled, but not obliged, to adjust the number of Option Rights and/or the terms and conditions in such a way that the total value of the Option Rights available to an Allottee after the relevant measure by and large corresponds to the total value of the Option Rights available to the Allottee immediately before the measure in question was implemented.

8.2.The Company will make no adjustment to the Option Rights or to the terms and conditions if such adjustment is unlawful or is already being undertaken as a legal requirement.

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§ 9

Miscellaneous

9.1.Evidence of the Option Rights of all Allottees is recorded in one or more multiple certificates that are deposited with the Options Administrator or on behalf of the Options Administrator.

9.2.Should any of the provisions of these terms and conditions be or become invalid or inapplicable, the validity or applicability of the remaining provisions will remain unaffected.  Any gap resulting from such invalidity or inapplicability and any other gap will be filled in by the Company in its reasonable judgment reflecting the spirit of the agreement and paying due regard to the interests of those involved.  This applies also to the extent that the timescale of an action is affected (duration, deadline); in such instances a timescale (duration, deadline) as close as legally possible to that desired replaces that initially agreed.

9.3.Headings are provided solely for guidance and should not be taken into account in any interpretation of the text.

§ 10

Applicable Law,
Place of Performance and Place of Jurisdiction.

10.1.The form and contents of the Option Rights, as well as all rights and duties of the Allottees and the contents of these terms and conditions, are governed in every respect by the law of the Federal Republic of

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Germany to the exclusion of the provisions of international private law and of uniform UN Sales Law.

10.2.The place of performance is the corporate seat of the company having granted the Option Rights to the Allottee.  The non-exclusive place of jurisdiction for all legal disputes arising from or in conjunction with the Option Rights and matters governed by these terms and conditions is the corporate seat of the company having granted the Option Rights to the Allottee.

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