Filed pursuant to Rule 433
Registration Statement Nos. 333-159335 and
333-159335-01
June 17, 2010

Final Term Sheet

TOTAL CAPITAL
(A wholly-owned subsidiary of TOTAL S.A.)

$1,250,000,000 3.000% Guaranteed Notes Due 2015

$1,250,000,000 4.450% Guaranteed Notes Due 2020

Guaranteed on an unsecured, unsubordinated basis by
TOTAL S.A.

$1,250,000,000 3.000% Guaranteed Notes Due 2015
Issuer		Total Capital
Guarantee		Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL S.A.
Format		SEC-registered global notes
Title		3.000% Guaranteed Notes due 2015
Total initial principal amount being issued		$1,250,000,000
Issue Price		99.609%
Pricing date		June 17, 2010
Expected settlement date		June 24, 2010 (T+5)
Maturity date		June 24, 2015, unless earlier redeemed
Optional redemption terms		Make-whole call at Treasury Rate plus 20 basis points
		Tax call
Interest rate		3.000% per annum
Benchmark Treasury		2.125% due May 2015
Benchmark Treasury Price		100 21
Benchmark Treasury Yield		1.985%
Spread to Benchmark
Treasury		110 bps
Yield to Maturity		3.085%

Date interest starts accruing		June 24, 2010
Interest payment dates		Each June 24 and December 24
First interest payment date		December 24, 2010
Regular record dates for interest		Each June 9 and December 9
Trustee		The Bank of New York Mellon
Listing		None
Denominations		$1,000 and increments of $1,000
Expected ratings of the notes		Moody’s: Aa1/Stable
		Standard & Poor’s: AA/Negative
		Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by the Total Capital and TOTAL S.A. and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating.
CUSIP/ ISIN		89152U AC6
		US89152UAC62
Selling restrictions		European Economic Area, France, UK
Managers		Banc of America Securities LLC
		Barclays Capital Inc.
		HSBC Securities (USA) Inc.
		Credit Suisse Securities (USA) LLC
		UBS Securities LLC

$1,250,000,000 4.450% Guaranteed Notes Due 2020
Issuer		Total Capital
Guarantee		Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL S.A.
Format		SEC-registered global notes
Title		4.450% Guaranteed Notes due 2020
Total initial principal amount being issued		$1,250,000,000
Issue Price		99.601%
Pricing date		June 17, 2010
Expected settlement date		June 24, 2010 (T+5)
Maturity date		June 24, 2020, unless earlier redeemed
Optional redemption terms		Make-whole call at Treasury Rate plus 20 basis points
		Tax call
Interest rate		4.450% per annum
Benchmark Treasury		3.500% due May 2020
Benchmark Treasury Price		102 17
Benchmark Treasury Yield		3.200%
Spread to Benchmark Treasury		130 bps
Yield to Maturity		4.500%
Date interest starts accruing		June 24, 2010
Interest payment dates		Each June 24 and December 24
First interest payment date		December 24, 2010
Regular record dates for interest		Each June 9 and December 9
Trustee		The Bank of New York Mellon
Listing		None
Denominations		$1,000 and increments of $1,000
Expected ratings of the notes		Moody’s: Aa1/Stable
		Standard & Poor’s: AA/Negative
		Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon

		current information furnished to the rating agencies by the Total Capital and TOTAL S.A. and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating.
CUSIP/ ISIN		89152U AD4
		US89152UAD46
Selling restrictions		European Economic Area, France, UK
Managers		Banc of America Securities LLC
		Barclays Capital Inc.
		HSBC Securities (USA) Inc.
		Credit Suisse Securities (USA) LLC
		UBS Securities LLC

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting IDEA on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free Banc of America Securities LLC at 1-800-294-1322, Barclays Capital Inc. at 1-888-603-5847, HSBC Securities (USA) Inc. at 1-866-811-8049, Credit Suisse Securities (USA) LLC at 1-800-221-1037 and UBS Securities LLC at 1-877-827-6444 ext. 561 3884.