Institut Francais Du Petrole – ‘SC 13D’ on 6/27/03 re: Technip – EX-1

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             11±    42K 
 2: EX-1        Underwriting Agreement                                21±    81K 

EX-1   —   Underwriting Agreement

Exhibit A                                                                       

MEMORANDUM OF UNDERSTANDING                                                     
(translated from the French                                                     
original)                                                                       

Between:                                                                        

1.      L'Institut Francais du Petrole, an etablissement                        
professionnel, with a registered office at 4, avenue du                         
Bois-Preau, 92500 Rueil-Malmaison;                                              

Represented by Mr. Claude Mandil, Chairman of the Board         
of Directors,                                                                   

hereinafter called "IFP"                                                        

Party of the first part                                                         

And:                                                                            

2.      Isis, a French societe anonyme with share capital of                    
37,162,560 euros, with a registered office at 4, avenue                         
du Bois-Preau, 92500 Rueil-Malmaison, entered in the                            
Corporate and Commercial Registry of Nanterre under the                         
number 301790499;                                                               

Represented by Mr. Claude Mandil, Chairman of the Board                         
of Directors,                                                                   

hereinafter called "Isis"                                                       

Party of the second part                                                        

And:                                                                            

3.      Technip, a French societe anonyme with share capital of                 
48,889,380 euros, with a registered office at Immeuble                          
Technip, La Defense 6, 170, place Henri Regnault, Cedex                         
23, 92973 Paris La Defense Cedex, entered in the                                
Corporate and Commercial Registry of Nanterre under the                         
number 589803261;                                                               

Represented by Mr. Daniel Valot, Chairman of the Board          
of Directors,                                                                   

hereinafter called "Technip "                                                   

Party of the third part                                                         
(Hereinafter called altogether the "Parties")                                   

WHEREAS                                                                         

A.      Technip, Isis and Coflexip are all companies with                       
shares listed and traded on the Premier Marche of                               
Euronext Paris.  Coflexip is a corporation with share                           
capital of 29,897,214.4 euros (as of December 31,                               
2000) and registered office at 23, avenue de Neuilly                            
- 75116 Paris, entered under number 775729072 of the                            
Corporate and Commercial Registry of Paris.                                     

IFP holds approximately 52.8% of the share capital              
and 53.2% of the voting rights of Isis.                                         

Isis holds approximately 17.3% of the share capital             
and voting rights of Coflexip (as of December 31,                               
2000), and around 11.3% of the share capital and                                
17.9% of the voting rights of Technip (as of May 31,                            
2001).                                                                          

On April 19, 2000, Technip acquired 5,518,195 shares            
of Coflexip, currently representing approximately                               
29.7% of the share capital and 29.8% of the voting                              
rights of Coflexip.                                                             

B.      In its declaration of intent filed with the Conseil                     
des Marches Financiers (hereinafter the "CMF") and                              
published on May 4, 2000, following the acquisition                             
of its holding in Coflexip, Technip declared that                               
this acquisition was a friendly transaction that                                
should lead to the establishment of a strategic and                             
industrial alliance between Technip and Coflexip,                               
from which the two companies expected significant                               
commercial and operational advantages.                                          

Isis and Gaz de France are parties to a                         
shareholders' agreement dated September 22, 1994,                               
concerning Technip's share capital, which stipulates                            
in particular that the two parties shall act                                    
jointly, and also provides for each to be                                       
represented on Technip's Board of Directors, along                              
with reciprocal preemptive rights on Technip's                                  
shares.  Isis and Gaz de France have formally                                   
acknowledged that in the event that the Isis offer,                             
as defined hereinafter, is successful, this                                     
shareholders' agreement would lapse.                                            

The shareholders' agreement concerning Coflexip's               
share capital, dated November 1, 1994, was                                      
terminated following the sale by Stena International                            
BV of its holding to Technip. This termination was                              
the subject of the CMF Decision No. 200C0674 dated                              
May 4, 2000.                                                                    

A "Standstill" agreement between Technip and                    
Coflexip was signed on April 11, 2000. The principal                            
provisions of this agreement which remain in effect                             
include specifically an undertaking by Technip,                                 
which expires on August 11, 2001, not to take an                                
equity stake in a company engaged in undersea                                   
engineering activities or in the construction and/or                            
installation of undersea equipment used for the                                 
development or exploitation of offshore oil fields,                             
without the prior consent of Coflexip.                                          

C.      The Parties have been examining for several                             
months the possibility and the advantages of an                                 
alliance between themselves and Coflexip and have                               
held meetings with Coflexip on this subject.                                    

Because of the complementary nature of the activities                           
of Technip and Coflexip, this alliance represents an                            
exceptional opportunity for the three companies and                             
their respective shareholders.                                                  

The proposed alliance has received the endorsement of                           
the principal shareholders of Technip and Coflexip                              
who are not parties hereto and of the administrative                            
authorities overseeing  IFP.                                                    
Under these circumstances, the parties believe that                             
the time has come to implement the steps involved in                            
bringing about an alliance through the simultaneous                             
filing by Technip of two tender offers: one involving                           
Coflexip and the other involving Isis.                                          
The Boards of Directors of IFP, Isis and Technip met                            
and approved the alliance described in this                                     
agreement; the Board of Directors of Isis has                                   
recommended to its shareholders that they tender                                
their shares in Technip's offer for Isis.                                       
The Boards of Directors of the companies that are                               
party to the present agreement have each authorized                             
the execution of the present agreement and have                                 
delegated to their respective Chairman the power to                             
finalize and sign it along with any document                                    
necessary for achieving its implementation.                                     
D.      In a separate letter sent to Technip on July 2,                         
2001, Totalfina Elf, which holds 2.7% of the share                              
capital and voting rights of Coflexip (as of December 31,                       
2000) and 6.2% of the share capital and 9.9% of the                             
voting rights of Technip (as of May 31, 2001),                                  
expressed its support in principle for the Coflexip                             
offer and the Isis offer.                                                       
Totalfina Elf also indicated to Technip in this                                 
letter the Totalfina Elf group's intention, in the                              
present circumstances, to:                                                      
-       contribute the Coflexip shares that it holds to                         
the offer for Coflexip; and                                                     
-       not sell any of the Technip shares it presently                         
holds for a period of six (6) months beginning                                  
July 2, 2001 nor any of the Technip shares that                                 
may be received in payment for its tender of the                                
Coflexip shares it presently holds in the Coflexip                              
offer.                                                                          
By a separate letter sent to Technip on July 2, 2001,                           
Gaz de France, which holds 10.6% of the share capital                           
and 16.8% of the voting rights of Technip (as of May                            
31, 2001) expressed its support for the offers to be                            
filed by Technip and has committed to continue to                               
hold, for a period of six (6) months beginning July                             
2, 2001, all of the Technip shares that it holds or                             
that it may come to hold.                                                       

NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:                             

ARTICLE 1.      RESPECTIVE UNDERTAKINGS OF EACH OF THE                          
PARTIES HERETO                                                                  

1.1     Undertakings of Technip                                                 

1.1.1   Technip undertakes to file simultaneously with the                      
CMF:                                                                            

(i)     A public exchange offer for the shares of Isis, under                   
the following terms and conditions (hereinafter the                             
"Isis offer"):                                                                  

-       Technip shall offer the Isis shareholders the                           
possibility of exchanging their Isis shares on                                  
the basis of 11 Isis shares for 12 Technip                                      
shares;                                                                         

-       Technip reserves the right to withdraw its offer                        
for the Isis shares in the event that, at the                                   
closing, Technip fails to get at least 66.67% of                                
the voting rights of Isis (on a fully diluted                                   
basis);                                                                         

-       this offer, which is formalized in a draft note                         
d'information (prospectus) prepared jointly by                                  
Technip and Isis, will be filed, along with the                                 
other offer documents, upon execution of this                                   
agreement.                                                                      

(ii)    A public exchange offer accompanied by a                                
subsidiary tender offer for the Coflexip shares                                 
under the following terms and conditions                                        
(hereinafter the "Coflexip offer"):                                             

-       Technip shall offer the Coflexip shareholders                           
the choice of either exchanging their Coflexip                                  
shares at the rate of 8 Coflexip share(s) for 9                                 
Technip share(s), or, as a second alternative,                                  
within the limit of a total amount of                                           
965,000,000 euros, of purchasing their Coflexip                                 
shares for cash at a price of 193 euros per                                     
share (i.e. a maximum of 5,000,000 shares);                                     

-       this offer will not be subject to any minimum                           
threshold;                                                                      

-       this offer, which is described in a draft note                          
of information (prospectus) prepared by Technip,                                
will be filed, along with the other offer                                       
documents, upon signing of the present                                          
agreement.                                                                      

1.1.2   Technip undertakes:                                                     

(i)     to extend to the United States the Technip offer                        
involving Coflexip as well as, if considered                                    
appropriate, the Technip offer involving Isis; and                              

(ii)    to request the listing of the Technip shares on the                     
New York Stock Exchange in the United States (with                              
the implementation of an American Depositary                                    
Receipt program).                                                               

1.1.3   In the event that, at the end of the Isis offer         
and/or Coflexip offer, Technip should hold more than 95%                        
of the share capital and voting rights of Isis and/or of                        
Coflexip, Technip reserves the right to explore the                             
possibility of filing a offre publique de retrait                               
(minority buy out offer) followed by a retrait                                  
obligatoire (compulsory squeeze out) in regard to Isis                          
and/or Coflexip.                                                                
1.1.4   Technip undertakes to convene an Extraordinary          
General Shareholders Meeting of Technip shareholders                            
before the closure of the Isis offer and the Coflexip                           
offer in order to approve the Isis offer and the                                
Coflexip offer, to decide upon the issuance of new                              
Technip shares as consideration for the Isis offer and                          
the Coflexip offer and to delegate to the Technip Board                         
of Directors the powers required for the corresponding                          
capital increase, including in the event of a takeover                          
offer for Technip.                                                              

1.2     Undertakings of  IFP                                                    

1.2.1   IFP undertakes to contribute its Isis shares to         
the Isis offer and to tender its shares in the Isis                             
offer within five (5) trading days following the opening                        
of the Isis offer.                                                              

IFP represents and warrants that it has good title to           
the Isis shares it will tender in the Isis offer, free                          
and clear of all liens, pledges, security interests or                          
other third-party rights.                                                       

IFP undertakes to maintain its tender commitment                
stipulated in the present article, even in the event of                         
a competing offer involving Isis, provided that either                          
of the following conditions are met:                                            

(i)     the tender of shares in the Isis offer                                  
guarantee its success (taking into account the                                  
Isis shares contributed by IFP); or                                             

(ii)    with the express agreement of the                                       
stock exchange authorities, a right of                                          
withdrawal is established, specifically in the                                  
form of an extension of the competing offer                                     
beyond the close of the Isis offer, allowing                                    
IFP, if the Isis offer fails, to contribute                                     
the shares withdrawn on the failure of the                                      
Isis offer to such competing offer.                                             

The IFP's undertaking stipulated in the present article                         
1.2.1 shall become null and void upon occurrence of an                          
event that might lead to a takeover of Technip, in                              
particular, the filing of a takeover offer for Technip,                         
unless this offer has been solicited by Technip with the                        
express agreement of IFP.                                                       

1.2.2   Subject to the condition precedent of the                               
publication of an official notice of success of the                             
Isis offer, IFP agrees with Technip to hold all of the                          
Technip shares it will hold at the close of the Isis                            
offer, as well as all securities it may hold as a                               
consequence of holding such Technip shares, except for                          
any Technip shares that may be transferred, pursuant to                         
Article 1.2.3 (iv) below, to finance the acquisition by                         
IFP, in accordance with the terms of this agreement, of                         
shares of the wholly-owned subsidiary of Isis referred                          
to in Article 1.3.8 (called "New-Isis" for purposes of                          
this agreement) and the Axens shares, for a period of                           
six (6) months beginning on the closing date of the                             
Isis offer.                                                                     

Upon expiration of the six (6) month period mentioned                           
in the present article, IFP will be free to sell its                            
Technip shares:                                                                 

(i)     provided that IFP retains a number of Technip                           
shares equal to or greater than the number of                                   
Technip shares required for the execution by IFP                                
of the exchange promise granted by IFP to Isis as                               
provided for in Article 1.2.4 below and to be                                   
placed in escrow as described in Article 1.3.7;                                 
and                                                                             

(ii)    provided that, during a period of twelve (12)                           
months following the six (6) month period referred                              
to above, IFP provides prior notification to                                    
Technip, at which time Technip will have fifteen                                
(15) trading days beginning on said notification                                
date to find a third-party buyer for such shares,                               
it being stipulated that this deadline will be                                  
reduced to five (5) trading days in the event that                              
Technip is notified in writing of the planned sale                              
at least ten (10) trading days prior to the receipt                             
of notification. The notification sent by IFP to                                
Technip must include all the terms of sale                                      
contemplated by IFP.  As an exception to the                                    
present paragraph, the right of presentation of                                 
Technip shall not apply to stock exchange sales                                 
limited to 0.2% of the share capital of Technip                                 
over a period of thirty (30) consecutive days. IFP                              
will be obliged to sell to such third-party buyer                               
the Technip shares that constitute its proposed                                 
sale only if the third party offers at least the                                
same conditions as those proposed by IFP, as well                               
as full guarantees as to the complete payment of                                
the sale price.                                                                 

1.2.3   (i) Under the condition precedent of the                                
publication of an official notice of success of the                             
Isis offer, IFP undertakes to sign with Isis, no later                          
than the settlement-delivery date of the Isis offer, an                         
agreement whereby IFP undertakes to acquire from                                
Technip all of the shares, held by Isis, of the                                 
corporation Axens (formerly Procatalyse), a corporation                         
with a registered office at 212/216 Avenue Paul Doumer,                         
92500 Rueil-Malmaison, entered under number 599 815 073                         
in the Corporate and Commercial Registry of Nanterre                            
(hereinafter "Axens").                                                          

Said agreement, the execution of which has been                                 
authorized by the Board of Directors of Isis in                                 
accordance with the provisions of Article 225-38 of the                         
Commercial Code (formerly Article 101 of the Law dated                          
July 24, 1966) and by the Board of Directors of IFP,                            
must specifically set forth the following provisions:                           

-       this agreement shall be concluded in the                                
presence of Technip and cannot be amended                                       
without its consent,                                                            

-       the sale of Axens shares shall occur within five                        
(5) trading days following the settlement-                                      
delivery date of the Isis offer,                                                

-       the sales price of the Axens shares will be                             
established by mutual agreement between IFP and                                 
Isis taking into account the fairness opinion                                   
(attestation d'equite) that is to be prepared                                   
not later than July 5, 2001, and said price                                     
shall be paid by IFP in cash as of the transfer                                 
date of the Axens shares,                                                       

-       the Axens shares shall be sold with all                                 
financial rights attached, including entitlement                                
to a dividend for the year 2000.                                                

(ii)    Under the condition precedent of the publication                        
of an official notice of success of the Isis offer,                             
IFP undertakes to sign with Isis, no later than the                             
date of approval by the Isis shareholders meeting                               
and the New-Isis shareholders meeting of the                                    
contribution referred to in Article 1.3.8 below, an                             
agreement by which IFP undertakes to acquire from                               
Isis all of the New-Isis shares after the completion                            
of the contribution referred to in Article 1.3.8                                
below.                                                                          

Said agreement, the execution of which has been                                 
authorized by the Board of                                                      
Directors of Isis pursuant to Article 225-38 of the                             
Commercial Code (formerly                                                       
Article 101 of the law dated July 24, 1966) and by                              
the Board of Directors of IFP,                                                  
must set forth the following:                                                   

-       this agreement shall be concluded in the                                
presence of Technip and cannot be amended                                       
without its consent,                                                            

-       the sale of New-Isis shares shall occur within                          
five (5) trading days after the completion of                                   
the contribution referred to in Article 1.3.8                                   
below,                                                                          

-       the sales price of the New-Isis shares shall be                         
equal to 205,000,000 euros, less the sales price                                
of the Axens shares determined as indicated in                                  
paragraph (i) above, and shall be paid by IFP to                                
Isis in cash as of the sales date of the New-                                   
Isis shares,                                                                    

-       The New-Isis shares shall be sold with all                              
financial rights attached.                                                      

(iii)   IFP guarantees that, commencing on the                                  
closing date of its contribution provided for in                                
Article 1.3.8 forthfollowing, New-Isis shall                                    
assume all liabilities (other than the liabilities                              
expressly identified that, as indicated in Article                              
1.3.8 below, will not be transferred) pertaining                                
to all of the elements transferred to New-Isis as                               
well as, more generally, to all of the investment                               
management activity formerly conducted by Isis                                  
(except for what pertains to the investments                                    
retained by Isis). The terms and conditions                                     
governing the assumption of this responsibility                                 
will be set forth in the contribution agreement                                 
referred to in Article 1.3.8 below.                                             

It is expressly agreed that Technip and Isis do                                 
not and will not grant any                                                      
guarantee relative to the New-Isis shares and                                   
Axens shares sold by Isis to IFP                                                
(other than with respect to the ownership of said                               
shares).                                                                        

(iv)    IFP has stated that it has received confirmation                        
from the Caisse des Depots et Consignations of its                              
commitment to acquire from IFP the Technip shares                               
that will be received by IFP in exchange for its                                
Isis shares for a total amount of 102,500,000                                   
euros, confirmation from a savings fund of the                                  
Caisse des Depots et Consignations of its                                       
undertaking to acquire from IFP, shares of Technip                              
received by IFP, in exchange for its shares of                                  
Isis for a total amount of 102,500,000 euros, and                               
a document from Credit Lyonnais confirming its                                  
commitment to lend to IFP, pursuant to the                                      
customary terms for such transactions, a total                                  
amount of 105,000,000 euros.                                                    

In the above-mentioned confirmation, the Caisse                                 
des Depots et Consignations and the savings fund                                
of the Caisse des Depots et Consignation                                        
mentioned above have agreed to hold in custody all                              
of the Technip shares acquired in accordance with                               
the paragraph above for a period of six (6) months                              
from the date of acquisition.                                                   

1.2.4   Under the condition precedent of the publication                        
of an official notice of success of the Isis offer, IFP                         
undertakes to conclude with Isis, no later than five                            
(5) trading days following the publication of the                               
above-mentioned notice, an exhange promise by IFP of                            
all of the shares of Compagnie Generale de Geophysique,                         
a corporation with share capital of 23,356,476 euros,                           
and registered office at 1 Rue Leon Migaux, 91300                               
Massy, entered in the Corporate and Commercial Registry                         
of Evry under number 969202241 (hereinafter "CGG"),                             
which are held by Isis, and of all the securities that                          
it may come to hold through these shares, against the                           
Technip shares.                                                                 

The terms of the promise shall, more particularly, be                           
the following:                                                                  

-       the promise shall be concluded in the presence                          
of Technip and cannot be amended without its                                    
consent;                                                                        

-       the promise may be exercised by Isis (i) upon                           
expiration of a period of twelve (12) months                                    
following the date of publication of the notice                                 
of final outcome of the Isis offer and for a                                    
period of twelve (12) months or (ii) under the                                  
conditions provided for in Article 1.3.7 during                                 
the period provided for in said Article;                                        

-       IFP will have the ability to substitute New-Isis                        
or any entity of its group with respect to the                                  
performance of the promise;                                                     

-       IFP will have the choice between a payment in                           
Technip shares, through an exchange of one (1)                                  
Technip share for 2.81 CGG shares (this parity                                  
will be adjusted in the event of an operation on                                
Technip's and/or CGG's capital (split,                                          
consolidation, etc.)), or in cash for an amount                                 
equal to the value in euros of those Technip                                    
shares that would have been delivered to Isis in                                
the event of payment in Technip shares (this                                    
value shall be determined on the basis of the                                   
opening price of the Technip share on the                                       
Premier Marche of Euronext Paris on the date the                                
promise is exercised);                                                          

-       Isis undertakes to hold all its CGG shares in a                         
registered account so as to retain the double                                   
voting right;                                                                   

-       the Technip shares and the CGG shares shall be                          
transferred with all financial rights attached;                                 

-       IFP will deliver the Technip shares or will pay                         
the price, when the CGG shares are transferred,                                 
which must take place no later than five (5)                                    
trading days after the promise is exercised.                                    

Totalfina Elf made known its intention to waive its                             
preemptive right that it possesses in the event of a                            
sale of CGG shares by Isis under the terms of the                               
shareholders' agreement between itself and Isis                                 
dated January 31, 1995, in the event of the exercise                            
of the exchange promise referred to in the present                              
Article.                                                                        

1.2.5.  IFP undertakes to exercise the exchange promise                         
set forth in Article 1.3.5 below if, for a given                                
trading day during the exercise period of said                                  
promise, the following three conditions are met:                                
(i)     the share price of Technip is greater than or                           
equal to 165.6 euros;                                                           

(ii)    the share price of CGG is greater than or equal                         
to 59 euros; and                                                                

(iii)   the ratio between the share price of Technip and                        
the share price of CGG is between 2.52 and 3.09.                                

The share prices of Technip and CGG will be evaluated,                          
for purposes of this paragraph, on the basis of the                             
opening prices on the Premier Marche of Euronext                                
Paris.  They will be adjusted as applicable in the                              
event of an operation on the share capital of Technip                           
and/or CGG (split, consolidation, etc.).                                        

1.3     Undertakings of Isis                                                    

1.3.1   Isis undertakes to hold its Coflexip shares as                          
well as all securities that it may come to hold through                         
said Coflexip shares, and in particular not to                                  
contribute its Coflexip shares to the Coflexip offer or                         
to any other competing offer on Coflexip up to the                              
farthest date between (a) the closing date of the Isis                          
offer and (b) the closing date of the Coflexip offer or                         
of any competing offer.                                                         
However, in the event of the failure of the Isis offer                          
while the Coflexip offer is still open, Isis shall be                           
free to contribute its Coflexip shares to the Coflexip                          
offer, subject to contributing them to the principal                            
exchange offer of the Coflexip offer.                                           

The Isis commitment stipulated in the present Article                           
1.3.1 shall become null and void in the event of the                            
acceptance of a competing offer on Coflexip and a                               
waiver by Technip of the Coflexip offer, unless by this                         
date (i) the Isis offer has been successful or (ii) the                         
final results of the Isis offer have not yet been                               
published.                                                                      

1.3.2   Technip undertakes, in the event of failure of the                      
Isis offer, to the extent that, because of Article                              
1.3.1, Isis is unable to contribute its Coflexip shares                         
either to the Coflexip offer or to a competing offer on                         
Coflexip in which Technip would have contributed its                            
Coflexip shares to acquire, if Isis so desires and                              
notifies it in the month following the determination                            
that the Isis offer has failed, Isis's holding in                               
Coflexip through an exchange of shares on the basis of                          
the exchange ratio of the Coflexip offer.  If Technip                           
fails to perform its exchange obligation set forth in                           
the present Article 1.3.2, within a period of four (4)                          
months commencing from the aforementioned Isis notice,                          
Isis may sell its Coflexip shares to Technip for a cash                         
payment, at the price of Technip's subsidiary tender                            
offer on Coflexip.  Furthermore, in the event of a                              
takeover of Technip (unless solicited by Technip with                           
the express agreement of Isis) that occurs before the                           
completion of the exchange or the sale mentioned above,                         
Isis may sell its Coflexip shares to Technip for a cash                         
payment (at the price of the subsidiary offer of the                            
Coflexip offer), unless the originator of this takeover                         
offers to Isis, for its Coflexip shares, the same                               
consideration that Isis would have received if it had                           
contributed to the offer launched by the latter on                              
Technip the Technip shares that it would have received                          
by contributing its Coflexip shares to the Coflexip                             
offer.                                                                          

1.3.3   Isis undertakes to hold its Technip shares, as                          
well as other securities that it may come to hold                               
through said shares, in particular in the event of an                           
unsolicited offer for Technip, until the close of the                           
Coflexip offer and the Isis offer.                                              

Isis's undertaking stipulated in this Article 1.3.3                             
will become null and void if an event arises resulting                          
in a takeover of Technip under the double condition                             
that:                                                                           

-       the Isis offer has failed; and                                          
-       Totalfina Elf and Gaz de France approve said                            
event.                                                                          

1.3.4   Except within the framework of the provisions of                        
the first two paragraphs of Article 1.3.7, Isis                                 
undertakes to hold the CGG shares and any other                                 
securities it may come to hold through said CGG shares                          
that it holds or will hold, for a period of twelve (12)                         
months from the date of publication of the notice of                            
final results of the Isis offer, as long as the                                 
exchange promises contained in Articles 1.2.4 and 1.3.5                         
have not been exercized.                                                        

The merger of Isis into Technip after May 31, 2002 will                         
not be regarded as a violation of the undertaking as                            
indicated in the preceding paragraph, or as a violation                         
of Isis's undertaking to hold its CGG shares in a                               
registered account as stipulated in Article 1.2.4 above                         
and Technip will substitute in all the rights and                               
obligations of Isis in regards to the CGG shares.                               
1.3.5   Under the condition precedent of the publication                        
of an official notice of success of the Isis offer,                             
Isis undertakes to conclude with IFP not later than                             
five (5) trading days following the publication of the                          
aforementioned notice, an exhange promise by Isis of                            
all of the CGG shares held by Isis and any other                                
securities that it may come to hold through these                               
shares against the Technip shares.                                              
The terms of the promise are as follows:                                        
-       it must be concluded in the presence of Technip                         
and cannot be amended without its consent;                                      
-       it may be exercised by IFP for a period of                              
twelve (12) months after the expiration of the                                  
twelve (12) month period allowed for the                                        
exercising of the exchange promise referred to                                  
in Article 1.2.4 above;                                                         
-       IFP will be able to substitute New-Isis or any                          
entity of its group for the performance of the                                  
promise;                                                                        
-       IFP will have the choice between payment in                             
Technip shares by delivering one (1) Technip                                    
share for 2.81 CGG shares (this parity will be                                  
adjusted in the event of modification to the                                    
share capital of Technip and/or CGG (split,                                     
consolidation, etc.)), or in cash for an amount                                 
equal to the value in euros of Technip shares                                   
that would have been delivered to Isis in the                                   
event the payment was made in Technip shares                                    
(such value shall be determined on the basis of                                 
the opening price of a Technip share on the                                     
Premier Marche of Euronext Paris on the day the                                 
promise is exercised);                                                          
-       Isis undertakes to hold all of its CGG shares in                        
a registered account in order to retain the                                     
double voting right;                                                            
-       the Technip shares and CGG shares shall be                              
transferred with all of their financial rights                                  
attached;                                                                       
-       IFP shall deliver the Technip shares, or pay the                        
price, when the CGG shares are transferred,                                     
which will have to occur no later than five (5)                                 
trading days after the promise is exercised.                                    
Totalfina Elf has made known its intention to waive its                         
preemptive right that it possesses in the event of a                            
sale of CGG shares by Isis as set forth in the                                  
shareholders' agreement between itself and Isis on                              
January 31, 1995, in the event of the exercise of the                           
exchange promise referred to in the present Article.                            

1.3.6. Isis undertakes to exercise the exchange                                 
promise, as referred to in Article 1.2.4 above if, for a                        
given trading day in the course of the period for the                           
exercise of said promise, the following three                                   
conditions are met:                                                             

(i)     the share price of Technip is greater than or                           
equal to 165.6 euros;                                                           
(ii)    the share price of CGG is greater than or                               
equal to 59 euros;                                                              
(iii)   the ratio between the share price of                                    
Technip and the share price of CGG is between                                   
2.52 and 3.09.                                                                  

The share prices of Technip and CGG will be evaluated,                          
for purposes of this paragraph, on the basis of the                             
opening prices listed on the Premier Marche of Euronext                         
Paris.  They will be adjusted as applicable in the                              
event of a modification to the share capital of Technip                         
and/or CGG (split, consolidation, etc.).                                        

1.3.7   In the event of a tender offer for CGG, or a                            
restructuring of the capital of CGG (merger, split or                           
otherwise), Isis will follow IFP's directives regarding                         
the management of the holding in CGG and, if                                    
applicable, the exchange promise defined in Article                             
1.3.5 or the exchange promise referred to in Article                            
1.2.4 will indicate the amount in cash and/or the                               
securities received by Isis through its CGG shares.                             
The exchange promise provided in Article 1.2.4, may be                          
exercised at any time by Isis for a period of 36 months                         
following the notice of final outcome of the Isis                               
Offer, if IFP does not place at the disposal of Isis                            
such sums as Isis, as a CGG shareholder, would be                               
required to, or requested to invest in CGG, whether in                          
the form of share capital, loans from shareholders or                           
by other means, in particular if such funds would be                            
required to avoid a statutory auditor warning, prevent                          
being placed under bankruptcy protection by a judge or                          
an ad hoc appointee, become insolvent or have its                               
credit rating lowered.  The securities or rights                                
thereby acquired in CGG by Isis will be added to CGG                            
shares, which are part of the exchange promise, without                         
modifying the exchange parity as defined in Article                             
1.3.5.                                                                          
CGG and Technip shares, which are part of the exchange                          
promise, as provided in Articles 1.2.4. and 1.3.5, will                         
be placed in escrow and held by an internationally                              
recognized financial institution, as of the beginning                           
of payment/delivery transactions of the Isis Offer, for                         
a period of 36 months.                                                          
In any event, IFP undertakes to indemnify and hold                              
harmless Isis from any financial loss incurred by Isis                          
through the holding of CGG shares, other than losses                            
resulting from the fluctuation of the price of the                              
shares which are part of the above mentioned exchange                           
promise between June 27, 2001 and the exercise date of                          
the promises.                                                                   
The terms and conditions for implementing these                                 
provisions will be set forth in the exchange promise                            
referred to in Article 1.2.4 and/or in the exchange                             
promise referred to in Article 1.3.5, respectively.                             
1.3.8   Isis undertakes to sign no later than fifteen (15)                      
trading days following the date of the filing of the                            
Isis offer, and guarantees the signing by New-Isis on                           
the same day, of an agreement for a contribution to                             
New-Isis, stipulating in particular the following                               
provisions:                                                                     
-       the contribution to New-Isis of all of Isis's                           
assets and liabilities (including all off-                                      
balance sheet commitments), except for (i) the                                  
Technip, Coflexip, CGG and Axens shares held by                                 
Isis, (ii) certain liabilities expressly                                        
identified (including the liabilities that are                                  
contained in pledges of Technip, Coflexip or CGG                                
shares) and, if applicable, (iii) a portion of                                  
cash and investment securities; the final scope                                 
of the contribution will be established such                                    
that, on the basis of an Isis financial                                         
statement prepared on a date as close as                                        
possible to the date of the Isis Shareholders                                   
Meeting convened to rule on the contribution,                                   
the net amount of assets contributed to New-Isis                                
(determined on the date of said financial                                       
statement, valuing the transferred investments                                  
as indicated below) will be equal to 205,000,000                                
euros, less the sales price of the Axens shares;                                
-       the contribution will be subject to laws                                
governing corporate reorganizations (regime                                     
juridique des scissions) and to tax laws;                                       
-       in order to complete the contribution, all of                           
the transferred holdings (including the Axens                                   
holding, which is not contributed to New-Isis)                                  
will be valued at 205,000,000 euros (with the                                   
2000 coupon attached);                                                          
-       the contribution will have retroactive effect to                        
January 1, 2001;                                                                
-       the contribution agreement will be concluded                            
under the condition precedent of the publication                                
of the successful outcome of the Isis offer;                                    
-       all of Isis's staff will be transferred to New-                         
Isis as part of this contribution;                                              
-       the contribution agreement will state that in                           
the event of preemption or of refusal to consent                                
at the time of the transfer of the Isis holdings                                
to New-Isis, Isis will pay New-Isis a cash                                      
amount corresponding to the value of said                                       
shareholdings as determined in the fairness                                     
opinion (attestation d'equite);                                                 
IFP undertakes to compensate Isis upon Isis's                                   
first request for the difference between the                                    
amount received by Isis in the event of                                         
preemption or of refusal to consent and the                                     
amount paid by Isis to New-Isis.                                                
The shareholders meetings of Isis and the shareholders                          
meeting of New-Isis, convened to approve the                                    
aforementioned contribution, shall take place no later                          
than fifteen (15) trading days following the                                    
settlement-delivery date of the Isis offer.  Technip                            
undertakes to participate in the General Shareholders                           
Meeting of Isis through the Isis shares that it                                 
acquires by virtue of the Isis offer and to vote in                             
favor of this contribution.                                                     
1.3.9   Isis undertakes to sign the contract referred to                        
in Article 1.3.8 above within the period defined by                             
said Article 1.3.8 and to have an equity affidavit                              
prepared by July 5, 2001 for the purpose of the                                 
transaction stipulated in said contract.                                        

ARTICLE 2.      UNDERTAKINGS COMMON TO PARTIES HERETO OR                        
CERTAIN OF THEM.                                                                

2.1     General Undertakings                                                    

2.1.1   The parties undertake to cooperate for the purpose                      
of completing the alliance operation contained in this                          
Memorandum of Understanding, and more specifically, the                         
success of the public offerings initiated by Technip in                         
France and in the United States, and to negotiate in                            
good faith the agreements that must be concluded under                          
the terms of the present Memorandum, in particular, the                         
exchange promises, the contribution agreement set forth                         
in Article 1.3.8, the sales agreement of the New-Isis                           
shares to IFP and the sales agreement of the Axens                              
shares to IFP.                                                                  

2.1.2   The parties undertake to do whatever is necessary                       
through their participation on the Boards and in the                            
Meetings of the companies in question, in order to                              
complete the alliance operations referred to herein,                            
and in particular to:                                                           

(i)     convene Boards of Directors and Shareholders                            
Meetings dealing with the following agenda:                                     

-       in regard to Technip: approval of the                                   
issuance of new Technip                                                         
shares required for the Isis offer and the                      
Coflexip offer;                                                                 

-       in regard to Isis: the approval of the                                  
contribution to New-Isis set                                                    
forth in Article 1.3.8 above; and                               

(ii)    cast a favorable vote on the resolutions required                       
for completing the operations provided for by this                              
protocol.                                                                       

2.1.3   The parties undertake to sign all documents                             
necessary for completing the operations provided for by                         
this Memorandum, and to complete all required                                   
formalities.                                                                    

2.1.4   The parties undertake to cooperate with respect to                      
issuing all notifications, making any requests and                              
taking whatever steps are necessary under all laws and                          
regulations of France, the European Union, the United                           
States and any other government, in regard to corporate                         
mergers and so far as concerns the operations covered                           
by the present Memorandum, and any consequences                                 
resulting therefrom.                                                            

2.1.5   In the event of the success of the Isis offer,                          
Technip, undertakes to ratify, in its capacity as an                            
Isis shareholder and in accordance with the provisions                          
of Articles 225-40 of the Commercial Code, the                                  
obligations of Isis set forth herein as approved by the                         
Board of Directors of Isis prior to the signature of                            
this agreement, in accordance with Articles 225-38 of                           
the Commercial Code.                                                            

2.2     Termination of the Technip/Isis Cross-shareholdings                     

Technip and Isis undertake to study all possible                                
methods (transfer of Technip shares held by Isis,                               
merger. etc.) in order to terminate as soon as possible                         
or, at any rate, within the period required by law, the                         
cross-shareholdings that will result from the                                   
successful completion of the Isis offer.  In the event                          
that no other method has been implemented before June                           
30, 2002, a merger between Technip and Isis will be                             
proposed to the general shareholders meetings of                                
Technip and Isis, this merger would have to be                                  
completed no later than the first anniversary date of                           
the settlement-delivery of the Isis offer.  IFP                                 
undertakes to vote in favor of such merger.                                     

The economic terms of this merger will be determined by                         
the same valuation methods as the Isis offer and the                            
Coflexip offer, adjusted for the earnings reported on                           
the period, with the understanding that the parties may,                        
in the event of difficulty in determining the parity,                           
resort to experts who will be named in accordance with                          
the provisions of Article 1843-4 of the Civil Code.                             

2.3     Merger between Technip and Coflexip                                     

The parties will study the advantages, conditions and           
terms of a merger between Technip and Coflexip                                  
subsequent to the completion of the public tenders                              
initiated by Technip.                                                           

2.4 Management of Technip and Isis until the completion                         
date of the offers                                                              

Technip and Isis undertake that, commencing with the                            
date of the signing of this Memorandum and up to the                            
date of completion of the offers referred to herein:                            

(i)     each shall conduct its business within its normal                       
and usual framework,                                                            
showing prudence and diligence in order to                                      
preserve the value of its business                                              
as well as its reputation and relations with third                              
parties, government authorities                                                 
and all others with whom each has business                                      
relationships, and not to incur any                                             
liability other than that resulting from the                                    
normal and usual course of its                                                  
business;                                                                       

(ii)            except where prior written consent is                           
provided by all parties to this Memorandum and                                  
except for the completion of the operations                                     
described in this Memorandum (including the                                     
financing of the offers referred to herein),                                    
neither Technip nor Isis, nor their respective                                  
subsidiaries, shall:                                                            

-       terminate any business relationship that                                
could have a material effect on                                                 
their financial or economic condition;                                          

-               undertake or promise to undertake any                           
operation that would materially                                                 
modify the value of or ability to use their                                     
assets such as might result                                                     
from a transfer, pledge, lease, issuance of                                     
license, or otherwise by                                                        
making available to third parties any                                           
tangible or intangible assets, or any                                           
acquisition of a business or shareholdings;                                     

-               resolve to make or proceed with a                               
distribution of profits or reserves,                                            
except for the distribution of current                                          
dividends relative to the year                                                  
2000;                                                                           

-               enter into any agreement or undertake an                        
obligation that falls outside                                                   
the scope of their current management or that   
is otherwise concluded                                                          
under abnormal conditions;                                                      

-       modify the general terms and conditions of                              
employment or grant additional employee                                         
benefits, except in the case of mandatory                                       
salary increases under an applicable                                            
collective bargaining agreement;                                                

-               be party to any merger, split or                                
contribution, make any modification                                             
or amortization of their share capital, issue                                   
securities of any kind                                                          
or of equity warrants, or buy back their                                        
securities;                                                                     

-       amend their by-laws;                                                    

-       make any modification in their corporate                                
bodies and in their                                                             
management; or                                                                  

-       make any commitment to undertake any one of                             
the operations set forth in this paragraph                                      
2.4 (ii).                                                                       

(iii)   The provisions of paragraphs (i) and (ii) above                         
shall not prohibit Isis from undertaking operations                             
involving the acquisition or sale of unlisted                                   
securities as long as these acquisitions or the                                 
proceeds from said sales are definitively transferred                           
to New-Isis within the framework of the provisions of                           
Articles 1.2.3 (ii) and 1.3.8 (as well as any and all                           
obligations and commitments, present or future,                                 
resulting therefrom), such that Isis's net worth                                
following the completion of the sale of New-Isis to IFP                         
is identical to what it would have been had there been                          
no such acquisition or sale operations.  Furthermore,                           
Isis will have to keep Technip regularly informed of                            
these operations.                                                               

ARTICLE 3.      STRUCTURE OF TECHNIP UPON COMPLETION OF THE                     
OFFERS                                                                          

The intent of the parties is that the Technip Board of                          
Directors, after the completion of the Isis offer and the                       
Coflexip offer, will be composed of a majority of directors                     
independent of the principal shareholders of the new                            
company.                                                                        

ARTICLE 4.      NULLITY OF THE AGREEMENT                                        

This agreement shall be null and void if the Coflexip offer                     
and the Isis offer are not filed with the market authorities                    
prior to July 4, 2001.                                                          

Neither party will be liable for any indemnities to the                         
other in the event that the operations described in this                        
Memorandum are not completed, except in the event of willful                    
breach by one of the parties of its obligations described in                    
the present Memorandum.                                                         

ARTICLE 5.      PRESS RELEASE                                                   

The Parties will publish a press release upon signing this                      
agreement.                                                                      

ARTICLE 6.      SOLE AGREEMENT                                                  

This Memorandum constitutes the entire and exclusive                            
agreement of the parties with respect to the provisions                         
contained herein.  Consequently, it replaces and cancels any                    
and all contracts, agreements, exchanges of correspondence                      
or oral agreements that may have been made by and between                       
the parties prior to the date of this protocol and relative                     
to the same subject matter as contained herein; this                            
instrument may be amended or modified only by written                           
consent of all the parties.                                                     

ARTICLE 7.      EXPENSES                                                        

Each party is solely responsible for the payment of all                         
expenses and fees incurred or paid in connection with this                      
Memorandum and the operations referred to herein, including                     
all expenses, commissions, brokerage fees, disbursements to                     
and fees of their respective financial advisors, accountants                    
and legal counsel.                                                              

ARTICLE 8.      NOTICES                                                         

All notices or communications made pursuant to this                             
Memorandum must be sent by certified mail with return                           
receipt requested and shall be deemed effective upon                            
receipt, unless they are preceded by a telex or fax, in                         
which case they shall be deemed effective upon being sent.                      
Said notices shall be sent to the following individuals and                     
their corresponding fax numbers, unless notified otherwise                      
as indicated above:                                                             

-       To Technip:                                                             
To the attention of Mr. Daniel Valot                            
Fax: 01.47.78.35.02                                             

-       To Isis:                                                                
To the attention of Mr. Claude Mandil and Mr. Jean              
Dunand                                                          
Fax: 01.47.52.70.75                                             

-       To IFP:                                                                 
To the attention of Mr. Claude Mandil                           
Fax: 01.47.52.67.54                                             

ARTICLE 9.      GOVERNING LAW AND DISPUTES                                      

9.1     This Memorandum shall be governed by and interpreted in                 
accordance with French law.                                                     

9.2     The Tribunal de Commerce de Paris shall have exclusive                  
jurisdiction over any dispute arising from this                                 
Memorandum, in particular in regard to its                                      
interpretation or execution.                                                    

Done in Paris, July 2,                                                          
2001                                                                            

In three (3) originals                                                          

TECHNIP:                                ISIS:                                   

By:     /s/ Daniel Valot        By:     /s/ Claude Mandil                       
Daniel Valot                    Claude Mandil                                   

INSTITUT FRANCAIS DU PETROLE                                                    

By:     /s/ Claude Mandil                                                       
Claude Mandil                                                   

Dates Referenced Herein

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		6/27/03		None on these Dates
		6/30/02
		5/31/02
		8/11/01
		7/5/01
		7/4/01
		7/2/01
		6/27/01
		5/31/01
		1/1/01
		12/31/00
		5/4/00
		4/19/00
		4/11/00
		1/31/95
		11/1/94
		9/22/94
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