Filed pursuant to Rule 433
Registration Statement Nos. 333-159335 and
333-159335-01
December 8, 2009

Final Term Sheet

TOTAL CAPITAL

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

$500,000,000 4.250% Guaranteed Notes Due 2021

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

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		4.250% Guaranteed Notes due 2021
Total initial principal amount being issued		$500,000,000
Issue Price		98.898%
Issuance date		December 15, 2009
Maturity date		December 15, 2021, unless earlier redeemed
Optional redemption terms		Make-whole call at Treasury Rate plus 15 basis points
		Tax call
Interest rate		4.250% per annum
Benchmark Treasury		3.375% due November 2019
Benchmark Treasury Price		100 1+
Benchmark Treasury Yield		3.369%
Spread to Benchmark Treasury		100bps
Yield to Maturity		4.369%
Date interest starts accruing		December 15, 2009
Interest due dates		Each June 15 and December 15

First interest due date		June 15, 2010
Regular record dates for interest		Each June 1 and December 1
Trustee		The Bank of New York Mellon
Listing		None
Denominations		$1,000 and increments of $1,000
Expected settlement date		December 15, 2009 (T+5)
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 The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the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 AB8/ US89152UAB89
Selling restrictions		European Economic Area, France, UK
Manager		Banc of America Securities LLC
Use of Proceeds		General corporate purposes

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 BofA Merrill Lynch at +1-800-294-1322.