TOTAL S.A. AND THE BANK OF NEW YORK As Depositary AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of October 30, 1991, as amended and restated as of September 30, 1993, as further amended and restated as of...Deposit Agreement • February 21st, 2008 • Total Sa • Crude petroleum & natural gas • New York
DEPOSIT AGREEMENT dated as of October 30, 1991, as amended and restated on September 30, 1993, as further amended and restated as of May 6, 1999, as further amended and restated as of June 21, 1999, as amended and restated as of August 7, 2003, and as further amended and restated as of ___________, 2008 among TOTAL S.A. (f/k/a Total Fina Elf S.A.), a société anonyme organized under the laws of The Republic of France (herein called the “Company”), THE BANK OF NEW YORK, a New York banking corporation (herein called the “Depositary”), and all holders from time to time of American Depositary Shares issued hereunder.
EXHIBIT A TO DEPOSIT AGREEMENTDeposit Agreement • February 21st, 2008 • Total Sa • Crude petroleum & natural gas
The Bank of New York as Depositary (the “Depositary”), hereby certifies that __________________________ is the owner of _____________ American Depositary Shares (“American Depositary Shares”), representing deposited shares, nominal value 2.50 Euros per share (“Shares”), of TOTAL S.A., a société anonyme organized under the laws of The Republic of France (the ”Company”). At the date hereof, each American Depositary Share represents one Share (or evidence of rights to receive one Share) either deposited or subject to deposit under the Deposit Agreement (hereinafter defined) at the principal Paris office of BNP Paribas Securities Services (the “Custodian”) or such other offices of the Depositary or its agents as may from time to time be appointed (collectively, the “Custodians”). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal e
