In case of the resignation or death of a director between two Shareholders’ Meetings, the Board may temporarily appoint a replacement director. This appointment must be ratified by the next Shareholders’ Meeting. The term of office of the members of the Board are staggered to more evenly space the renewal of appointments. Since May 14, 2004 one director has been elected by the shareholders to represent employee shareholders (Mr. Claude Clément since May 21, 2010).

Members of the Board of Directors

Membership of the Board of Directors of Total S.A. since May 21, 2010:

Director independence

The Nominating and Governance Committee proposes to the Board of Directors the persons who are qualified to be appointed as Directors by the Shareholders' Meeting, as well as the list of Directors who may be considered as independent.

At its meeting on February 10, 2010, the Board of Directors, acting on a proposal from the Nominating & Governance Committee, reviewed the independence of the Company’s directors as of December 31, 2009. Also based on the Committee’s proposal, the Board considered that, pursuant to the AFEP-MEDEF Code, a director is independent when “he or she has no relationship, of any nature, with the company, its group, or the management of either, that may compromise the exercise of his or her freedom of judgment”.

Mrs. Barbizet, Lord Levene of Portsoken, Mr Artus, Mr. Bouton, Mr. Collomb, Mr. Desmarais, Mr. Jacquillat, Mr. Mandil, Mr. Pébereau, Mr. de Rudder, Mr. Tchuruk were deemed to be independent directors.

The term of office of Mr. Tchuruk has expired at the Annual General Meeting of May 21, 2010.

Representatives of the Worker’s Council

According to article L.2323- 62 of the French Labour Code, two members of the Worker’s Council attend, with consultative rights, all meetings of the Board. Pursuant to the second paragraph of the above article, this number increased to four members as of July 7, 2010.