5 Allocation of Elf Aquitaine share subscription options Elf Aquitaine share subscription options confirmed to employees of the Group, entitled to be exchanged, in the event of exercise, for TOTAL shares Employees of the Group who were part of the Elf Aquitaine group in 1998 also received confirmation in 2000, 2001, 2002 and 2003 of the Elf Aquitaine share subscription options attributed on April 1, 1998 under a Medium-Term Incentive plan (MIT) (1) , based on the achievement of results targeted by Elf Aquitaine in 1999, 2000, 2001 and 2002. In accordance with the <strong>com</strong>mitments made by the Group at the time of the 1999 Exchange Offer (information notice approved by the COB under No. 99-1179), these Elf Aquitaine options, if exercised, were eligible for exchange for TOTAL shares on the basis of 19 TOTAL shares for 13 Elf Aquitaine shares (see note 24 to the consolidated financial statements page 206). The beneficiaries of these Elf Aquitaine options were as follows (2) (3) : MIT Plan (granted by Elf Aquitaine Board of Directors on April 1, 1998; strike: 105.95 euros) 120 TOTAL - <strong>Registration</strong> <strong>Document</strong> <strong>2005</strong> Number of beneficiaries 2000 confirmation in connection with 1999 targets (decision of Elf Aquitaine Board of Directors of February 2, 2000) Top Executives Officers Other employees 2001 confirmation in connection with 2000 targets (decision of Elf Aquitaine Board of Directors of April 23, 2001) Top Executives Officers Other employees 2002 confirmation in connection with 2001 targets (decision of Elf Aquitaine Board of Directors of April 15, 2002) Top Executives Officers Other employees 2003 confirmation in connection with 2002 targets (decision of Elf Aquitaine Board of Directors of March 10, 2003) Corporate Governance Headcount, Employee shareholding, Stock options and restricted share grants Top Executives Officers Other employees 11 141 17 Number of Elf Aquitaine options granted Breakdown 49,132 143,258 11,574 24.1% 70.2% 5.7% Average number of options per beneficiary 4,467 1,016 681 Number of corresponding TOTAL shares (4) 71,808 209,377 16,916 Average number of corresponding TOTAL shares per beneficiary (4) 6,528 1,485 995 <strong>Total</strong> 169 203,964 100% 1,207 298,101 1,764 10 136 40 52,594 195,855 23,424 19.4% 72.0% 8.6% 5,259 1,440 586 76,868 286,250 34,235 7,687 2,105 856 <strong>Total</strong> 186 271,873 100% 1,462 397,353 2,136 10 60 9 34,662 82,800 8,976 27.4% 65.5% 7.1% 3,466 1,380 997 50,660 121,015 13,119 5,066 2,017 1,458 <strong>Total</strong> 79 126,438 100% 1,600 184,794 2,339 7 53 3 28,820 77,828 2,221 26.5% 71.5% 2.0% 4,117 1,468 740 42,121 113,749 3,246 <strong>Total</strong> 63 108,869 100% 1,728 159,116 2,526 (1) Plan approved by the Board of Directors of Elf Aquitaine on April 1, 1998 subject to the achievement of results targeted by the Elf Aquitaine group for the 1998, 1999, 2000, 2001 and 2002 fiscal years. The options were exercisable from April 1, 2000 and expired on March 31, <strong>2005</strong>. (2) These tables show only the employees of the Group on the respective dates of the meetings of the Board of Directors of TOTAL S.A that approved the TOTAL 2000, 2001, 2002 and 2003 option plans (July 11, 2000, July 10, 2001, July 9, 2002, July 16, 2003). They do not include the beneficiaries who left the Group prior to the dates of these Board meetings. (3) In the position held within the Group on the respective dates of the Board of Directors of TOTAL S.A. that approved the TOTAL 2000, 2001, 2002 and 2003 option plans. (4) Assumption of maximum implementation of the exchange parity (19 TOTAL shares for 13 Elf Aquitaine shares). 6,017 2,146 1,082
Elf Aquitaine share subscription options granted to Executive Officers of the Group (Management Committee and Treasurer as of December 31, <strong>2005</strong>) (1) Plan 1998 Plan 1999 n°1 Plan IMT 1998 <strong>Total</strong> Exercise price per Elf Aquitaine share (in euros) 105.95 115.60 105.95 Expiration date 03/31/<strong>2005</strong> 03/30/2009 03/31/<strong>2005</strong> Options granted 29,050 18,190 83,505 130,745 Options existing as of January 1, <strong>2005</strong> 1,000 10,390 14,050 25,440 Options exercised in <strong>2005</strong> 1,000 5,795 14,050 20,845 Options existing as of December 31, <strong>2005</strong> 0 4,595 0 4,595 Number of corresponding TOTAL shares (2) 0 6,716 0 6,716 (1) Some of the members of the Management Committee of TOTAL at December 31, <strong>2005</strong>, <strong>com</strong>ing from the Elf Aquitaine group, held Elf Aquitaine options that carried, if exercised, an option of exchange for TOTAL shares on the basis of the exchange parity in the Exchange Offer in 1999, i.e. 19 TOTAL shares for 13 Elf Aquitaine shares (see note 24 to the consolidated financial statements, page 206). (2) Assumption of maximum implementation of the exchange parity (19 TOTAL shares for 13 Elf Aquitaine shares). Corporate Governance Headcount, Employee shareholding, Stock options and restricted share grants TOTAL - <strong>Registration</strong> <strong>Document</strong> <strong>2005</strong> 5 121