Registration document 2007 - Total.com

Restricted share plans as of December 31, 2006
Corporate Governance
Employees, Share Ownership, Stock Options and Restricted Share Grants
2005 Plan (a) 2006 Plan
Date of the shareholders’ meeting May 17, 2005 May 17, 2005
Date of the Board meeting approving the restricted share grants July 19, 2005 July 18, 2006
Closing share price on the date of the Board meeting (in euros) (b) 52.13 50.40
Average repurchase price per share paid by the Company (in euros) (b) 51.62 51.91
Total number of restricted shares granted, of which 2,280,520 2,275,364
• Executive directors (c) 416 416
• Ten employees with largest grants (d) 20,000 20,000
Start of the vesting period July 19, 2005 July18, 2006
Date of final grant, subject to specified condition (end of the vesting period) July 20, 2007 July 19, 2008
Transfer possible from (end of the holding period) July 20, 2009 July 19, 2010
Number of restricted shares:
• Outstanding as of January 1, 2006 2,274,528 -
• Granted in 2006 - 2,275,364
• Cancelled in 2006 (7,432) (3,068)
• Outstanding as of December 31, 2006 2,267,096 2,272,296
Number of restricted shares finally granted in 2006 - -
(a) The number of restricted shares granted has been multiplied by four to take into account the four-for-one stock split approved by TOTAL’s shareholders meeting on May 12, 2006.
(b) The closing price for TOTAL shares on July 19, 2005 (208.50 euros) has been divided by four in order to take into account the four-for-one stock split. The average repurchase price per
share in 2005 (206.49 euros) has also been divided by four.
(c) Restricted shares granted to executive directors as of the date of grant. The Chairman of the Board is not granted restricted shares. Mr. Daniel Boeuf, the director of TOTAL S.A.
representing employee shareholders, was granted 416 restricted shares under the 2006 Plan. Mr. Christophe de Margerie, a director of TOTAL S.A. and President of the Exploration &
Production division, was not granted restricted shares under the 2006 Plan.
(d) Employees of TOTAL S.A., or of any Group company, who were not executive directors of TOTAL S.A. as of the date of grant.
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