exv4w1









Exhibit 4.1



TOTAL CAPITAL




Officer’s Certificate



Pursuant to Sections 102 and 301 of the Indenture


I, Jérôme Schmitt, the Président-Directeur Général of Total Capital, a French société anonyme
(the “Company”), hereby certify that:



1. on
September 8, 2010, I, as duly appointed Président-Directeur Général of the Company, acting in
accordance with article L. 228-40 of the French Code de commerce and pursuant to the resolution of
the Board of Directors of the Company dated June 24, 2010, decided the issuance by the Company
of US$1,000,000,000 principal amount of 2.300% Guaranteed Notes Due
2016 (the “Notes”), the terms of which are in conformity with the
provisions set forth in the Indenture dated October 2, 2009, among the Company, TOTAL S.A. and The
Bank of New York Mellon, as trustee (the “Indenture”), and consist of the following:



(a) the Company may issue Securities of the
same series as the Notes without the
consent of the holders of the Notes; any Securities so issued will have the same terms
as the Notes in all respects, except for the original interest accrual date and the first interest
payment date, as the case may be, so that such Securities will be consolidated and form a single
series with the Notes; and



(b) the Notes shall have such other terms and provisions as are provided in the form
thereof set forth in Annex A hereto, and shall be issued in
substantially such form.




2. all conditions precedent provided for in the Indenture (including any covenants compliance with
which constitutes a condition precedent) relating to the authentication and delivery of the Notes, as requested in the accompanying Company Order of even date herewith,
have been complied with.









The following statements are made pursuant to the provisions of Section 102 of the Indenture:




	(a)	 	the undersigned has read the provisions of the Indenture setting forth the covenants and
conditions relating to the authentication and delivery of the Notes and in respect of
compliance with which this certificate is being delivered, and the definitions in the
Indenture relating thereto;




 









 






	(b)	 	the undersigned has examined the resolutions of the Board of Directors of the Company, such
other corporate records of the Company, and such other documents deemed necessary as a basis
for the opinion hereinafter expressed;
	 
	(c)	 	in the opinion of the undersigned, such examination is sufficient to enable me to express an
informed opinion as to whether or not the covenants and conditions referred to above have been
complied with; and
	 
	(d)	 	the undersigned is of the opinion that such covenants and conditions have been complied with.




Capitalized terms used herein and not otherwise defined herein shall have the meanings given to
them in the Indenture.













IN WITNESS WHEREOF, I have hereunto signed my name.



Dated:
September 15, 2010




	 	 	 	 	 
	 	 	 
	 	       /s/ Jérôme Schmitt
 	 
	 	Name:  	Jérôme Schmitt 	 
	 	Title:  	Chairman and Chief Executive Officer 	 
	 



 









 




Annex A



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




Total Capital.




2.300%
Guaranteed Note Due 2016




			
	 	 	 
	No. [___]
	 	U.S.$ [___]
	 
	 	CUSIP 89152U AE2
	 
	 	ISIN US89152U AE29






Total Capital, a société anonyme duly organized and existing under the laws of
the Republic of France with a capital of €300,000 having its registered office at 2, place Jean
Millier, La Défense, 92400 Courbevoie, France, for a term that will expire on December 15, 2098,
with the Registry of Commerce and Companies (Registre du commerce et des sociétés) of Nanterre
under No. 428 292 023 (herein called the “Company”, which term includes any successor or substitute
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co.,
or registered assigns, the principal sum of [___] (U.S.$ [___])
on March 15, 2016, and to pay interest thereon from September 15, 2010 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on September 15 and
March 15 in each year, commencing March 15, 2011, at the rate of 2.300% per annum, until the
principal hereof is paid or made available for payment. The interest
so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the September 1 or March 1 (whether or not a Business Day), as the case may be, next preceding such



 









 






Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.




If any deduction or withholding for any present or future taxes, assessments or other
governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof
or therein) in which the
Company is incorporated, shall at any time be required by such jurisdiction (or any such
political subdivision or taxing authority thereof or therein) in respect of any amounts to be paid
by the Company of principal of or interest on a Security of any series, then the Company will pay
to the Holder of a Security of such series such additional amounts as may be necessary in order
that the net amounts paid to such Holder of such Security, after such deduction or withholding,
shall be not less than the amounts specified in such Security to which such Holder is otherwise
entitled; provided, however, that the Company shall not be required to make any payment of
additional amounts for or on account of:



(a) any tax, assessment or other governmental charge which would not have been imposed but for
(i) the existence of any present or former connection between such Holder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such
Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its jurisdiction,
including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being or having been a citizen or resident thereof or being or having
been present or engaged in trade or business therein or having or having had a permanent
establishment therein or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such payment became due
and payable or the date on which payment thereof is duly provided for, whichever occurs later;



(b) any estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge;




(c) any tax, assessment or other governmental charge that is payable otherwise than by
withholding from payments of (or in respect of) principal of, or any interest on, the Securities of
such series;



(d) any tax, assessment or other governmental charge that is imposed or withheld by reason of
the failure by the Holder or the beneficial owner of the Security of such series (i) to provide
information concerning the nationality, residence or identity of the Holder or such beneficial
owner or (ii) to make any declaration or other similar claim or satisfy any information or
reporting requirements, which, in the case of (i) or (ii), is required or imposed by a statute,
treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to
exemption from all or part of such tax, assessment or other governmental charge;



 









 





(e) any tax, assessment or other governmental charge which such Holder would have been able to
avoid by presenting such Security to another Paying Agent;



(f) any tax, assessment or other governmental charge which is imposed on a payment pursuant to
the European Union Directive 2003/48/EC regarding the taxation of savings income or any other
directive amending, supplementing or replacing such directive, or any law implementing or complying
with, or introduced in order to conform to, such directive or directives; or



(g) any combination of items (a), (b), (c), (d), (e) and (f) above; nor shall additional
amounts be paid with respect to any payment of the principal of, or any interest on, any Security
of such series to any Holder who is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent such payment would be required by the laws of the jurisdiction
(or any political subdivision or taxing authority thereof or therein) to be included in the income
for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such additional amounts had
it been the Holder of such Security.



The foregoing provisions shall apply mutatis mutandis to any withholding or deduction in
respect of any amount to be paid by the Company of principal of or interest on a Security of any
series (i) for or on account of any present or future taxes, assessments or governmental charges of
whatever nature of any
jurisdiction in which any successor or substitute Person to the Company is organized, or any
political subdivision or taxing authority thereof or therein; or (ii) if another Person merges into
or transfers its assets to the Company pursuant to Section 801, for or on account of any taxes,
assessments or governmental charges levied by the jurisdiction in which such other Person is
organized, or by any political subdivision or taxing authority thereof, as a result of (x) the
Company’s being treated as engaged in a trade or business, or having a permanent establishment, in
such jurisdiction and (y) the payment of principal or interest being allocable or attributable to
such trade or business or permanent establishment.


Payment of the principal of (and premium, if any) and interest on this Security will be made
at the Corporate Trust Office of the Trustee, as Paying Agent, in The City of New York, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.



Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



 









 







In Witness Whereof, the Company has caused this instrument to be duly executed.



Dated: [__]




	 	 	 	 	 	 	 

	 	 	TOTAL CAPITAL	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	  

Name:
Jérôme Schmitt
	 	 
	 

	 	 	 	Title: Chairman and Chief Executive Officer	 	 






	 	 	 	 	 

	Attest:
	 	 	 	 
	 

	 	 

Name: Marielle de Coninck
	 	 
	 

	 	Title: Company Secretary	 	 






Trustee’s Certificate of Authentication




This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



Dated: [__]




	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 
	 	 	Authorized Signatory	 	 






 









 





Reverse of Security




This Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued outside France in one or more series under an
Indenture, dated as of October 2, 2009 (herein called the “Indenture”), among the Company, as
issuer, TOTAL S.A., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon,
as Trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitation of rights, duties and immunities thereunder of the
Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount to
U.S.$1,000,000,000.



The Securities of this series are subject to redemption upon not less than 30 nor more than 60
days’ notice by mail, as a whole or in part, at any time and from time to time at a redemption
price (the “Optional Mark-Whole Redemption Price”) equal to the greater of (i) 100% of the
principal amount of the notes to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the Securities to be redeemed (not
including any portion of payments of interest accrued to the date of redemption (the “Redemption
Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus accrued and
unpaid interest to the Redemption Date.



For purposes of determining the Optional Make-Whole Redemption Price, the following
definitions are applicable.



“Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the
semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption Date.



“Comparable Treasury Issue” means the U.S. Treasury security or securities selected by the
Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of
the Securities of this series to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Securities.



“Comparable Treasury Price” means, with respect to any Redemption Date, the average of the
Reference Treasury Dealer Quotations for such Redemption Date.



“Quotation Agent” means one of the Reference Treasury Dealers appointed by Total Capital and
TOTAL S.A.



“Reference Treasury Dealer” means each of
BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and
Morgan Stanley & Co. Incorporated or its affiliates which are primary U.S. government securities
dealers, and its respective successors, and three other primary U.S. government securities dealers
selected by Total Capital and TOTAL S.A., provided, however, that if any of the foregoing shall
cease to be a primary U.S. government securities dealer in the United States (a “primary treasury
dealer”), Total Capital and TOTAL S.A. shall substitute therefore another primary treasury dealer.



 









 





“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted
in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time
on the third Business Day preceding such Redemption Date.



Interest will be computed on the basis of a 360-day year of twelve 30-day months.



“Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking or trust institutions in The City of New York are authorized
generally or obligated by law, regulation or executive order to close.



If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



In the event of redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.



This Security is also redeemable prior to Stated Maturity as permitted under Section 1108
(“Optional Redemption Due to Changes in Tax Treatment”); the date specified for the Securities of
this series, for the purpose of said Section 1108, is September
15, 2010.



The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the Guarantor and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the
Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal
amount of the Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company or the Guarantor, or
both, with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the


 









 







Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed or provided for herein.



No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.



As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.



The Securities of this series are issuable only in registered form without coupons in
denominations of U.S.$1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.



No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



Prior to due presentment of this Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes (subject to
Section 307 of the Indenture), whether or not this Security be overdue, and neither the Company,
the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.



The Indenture provides that the Company and the Guarantor, at the Guarantor’s option, (a) will
be discharged from any and all obligations in respect of the Securities (except for certain
obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated
Securities, maintain paying agencies and hold moneys for payment in trust) or (b) need not comply
with certain restrictive covenants of the Indenture, in each case if the Company or the Guarantor
deposits, in trust, with the Trustee money or U.S. Government Obligations which, through the
payment of interest thereon and principal thereof in accordance with their terms, will provide
money, in an amount sufficient to pay all the principal (including any mandatory sinking fund
payments) of, and premium, if any, and interest on, the Securities on the dates such payments are
due in accordance with the terms of such Securities and Guarantee, and certain other conditions are
satisfied.



All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


 









 





Guarantee of Total S.A.




For value received, TOTAL S.A., a société anonyme duly organized and existing under the laws
of the Republic of France (herein called the “Guarantor”, which term includes any successor
corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is
endorsed and to the Trustee referred to in such Indenture due and prompt payment of the principal
of (and premium, if any) and interest (including additional amounts) on such Security, when and as
the same shall become due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of Total Capital, a société anonyme duly organized and
existing under the laws of the Republic of France (herein called the “Company”, which term includes
any successor corporation under such Indenture) punctually to make any such principal, premium or
interest (including additional amounts) payment, the Guarantor hereby agrees to cause any such
payment to be made promptly when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company.



The Guarantor hereby further agrees, subject to the limitations and exceptions set forth
below, that if any deduction or withholding for any present or future taxes, assessments or other
governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof
or therein) in which the Guarantor is incorporated, shall at any time be required by such
jurisdiction (or any such political subdivision or taxing authority thereof or therein) in respect
of any amounts to be paid by the Guarantor under this Guarantee, the Guarantor will pay to the
Holder of a Security of such series such additional amounts as may be necessary in order that the
net amounts paid to such Holder of such Security, after such deduction or withholding, shall be not
less than the amounts specified in such Security to which such Holder is otherwise entitled;
provided, however, that the Guarantor shall not be required to make any payment of additional
amounts for or on account of:



(a) any tax, assessment or other governmental charge which would not have been imposed but for
(i) the existence of any present or former connection between such Holder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such
Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its jurisdiction,
including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being or having been a citizen or resident thereof or being or having
been present or engaged in trade or business therein or having or having had a permanent
establishment therein or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date
on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;


(b) any estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge;



(c) any tax, assessment or other governmental charge that is payable otherwise than by
withholding from payments of (or in respect of) principal of, or any interest on, the Securities of
such series;



 









 





(d) any tax, assessment or other governmental charge that is imposed or withheld by reason of
the failure by the Holder or the beneficial owner of the Security of such series (i) to provide
information concerning the nationality, residence or identity of the Holder or such beneficial
owner or (ii) to make any declaration or other similar claim or satisfy any information or
reporting requirements, which, in the case of (i) or (ii), is required or imposed by a statute,
treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to
exemption from all or part of such tax, assessment or other governmental charge;



(e) any tax, assessment or other governmental charge which such Holder would have been able to
avoid by presenting such Security to another Paying Agent;



(f) any tax, assessment or other governmental charge which is imposed on a payment pursuant to
the European Union Directive 2003/48/EC regarding the taxation of savings income or any other
directive amending, supplementing or replacing such directive, or any law implementing or complying
with, or introduced in order to conform to, such directive or directives;



or (g) any combination of items (a), (b), (c), (d), (e) and (f) above; nor shall additional
amounts be paid with respect to any payment of the principal of, or any interest on, any Security
of such series to any Holder who is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent such payment would be required by the laws of the jurisdiction
(or any political subdivision or taxing authority thereof or therein) to be included in the income
for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such additional amounts had
it been the Holder of such Security.



The foregoing provisions shall apply mutatis mutandis to any withholding or deduction in
respect of any amount to be paid by the Guarantor of principal of or interest on a Security of any
series (i) for or on account of any present or future taxes, assessments or governmental charges of
whatever nature of any jurisdiction in which any successor to the Guarantor is organized, or any
political subdivision or taxing authority thereof or therein; or (ii) if another Person merges into
or transfers its assets to the Guarantor pursuant to Section 801, for or on account of any taxes,
assessments or governmental charges levied by the jurisdiction in which such other Person is
organized, or by any political subdivision or taxing authority thereof, as a result of (x) the
Guarantor’s being treated as engaged in a trade or business, or having a permanent establishment,
in such jurisdiction and (y) the payment of principal or interest being allocable or attributable
to such trade or business or permanent establishment.



The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal
debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall
be unaffected by, any invalidity, irregularity or unenforceability of such Security or such
Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver,
modification or indulgence granted to the Company with respect thereto, by the Holder of such
Security or such Trustee, or any other circumstance which may otherwise constitute a legal or
equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor,
increase the principal amount of such Security or the interest rate thereon or increase any premium
payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest

 









 







or notice with respect to such
Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this
Guarantee will not be discharged except by payment in full of the principal of (and premium, if
any) and interest on such Security. This Guarantee is a guarantee of payment and not of
collection.



The Guarantor shall be subrogated to all rights of the Holder of such Security against the
Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions
of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of subrogation until the principal of
(and premium, if any) and interest on all Securities of the same series issued under such Indenture
shall have been paid in full.



No reference herein to such Indenture and no provision of this Guarantee or of such indenture
shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the
due and punctual payment of the principal of (and premium, if any) and interest on the Security
upon which this Guarantee is endorsed at the times, place and rate, and in the cash or currency
prescribed therein.



This Guarantee shall not be valid or obligatory for any purpose until the certificate of
authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture.



All terms used in this Guarantee which are defined in such Indenture shall have the meanings
assigned to them in such Indenture.



IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed manually or in
facsimile by a person duly authorized in that behalf.



Dated: [__]




	 	 	 	 	 	 	 

	 	 	TOTAL S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	  

Name:
Jérôme Schmitt
	 	 
	 

	 	 	 	Title: Treasurer	 	 






	 	 	 	 	 

	Attest:
	 	 	 	 
	 

	 	 

Name: Charles Paris de Bollardière
	 	 
	 

	 	Title: Secretary