Bond Mondial Assurances 5.875% ( FR0010021287 ) in EUR

Mondial Assurances

100 % ⇌

France

FR0010021287 ( in EUR )

5.875% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond La Mondiale FR0010021287 en EUR 5.875%, maturity Perpetual

10 000 EUR

400 000 000 EUR

14/10/2025 ( In 31 days )

La Mondiale is a French mutual insurance company offering a range of life insurance, savings, and retirement products.

A perpetual bond, identified by ISIN FR0010021287 and issued by La Mondiale, a prominent French financial services group, is currently quoted at 100% of its par value on the market, denominated in EUR and originating from France, offering a fixed annual interest rate of 5.875% with payments made quarterly, representing a total issue size of ?400,000,000, and available for purchase in minimum denominations of ?10,000.

PROSPECTUS
Dated 30 July 2004

LA MONDIALE

(a French société d'assurance mutuelle sur la vie et de capitalisation
Registered office: 32 avenue Emile Zola, 59370 Mons-en-Baroeul, France
Registered with the Registre du Commerce et des Sociétés of Lille under number D 775 625 635)

100,000,000
undated subordinated fixed/floating rate notes
(the Notes)
Issue Price: 101.3752 per cent.
(plus 128 days' accrued interest)

The Notes will be issued on 4 August 2004 and will be fungible (assimilées) for trading purposes 40 days following their issue date
with the 300 million (175 million issued on 14 October 2003, 25 million issued on 21 November 2003 and 100 million issued on
9 July 2004) undated subordinated fixed/floating rate notes, issued by La Mondiale (ISIN: FR0010021287).
The Notes will constitute direct, unsecured and subordinated obligations of the Issuer and, subject to certain exceptions, will rank pari
passu and without any preference among themselves and equally and rateably with all other present or future direct, unsecured, dated
and undated subordinated obligations of the Issuer, as further described in "Terms and Conditions of the Notes Status".
The Notes will bear interest at the rate of 5.875 per cent. per annum up to but excluding 14 October 2013 and thereafter, at a rate of
2.70 per cent. above the European inter-bank offered rate for three month euro deposits ("Euribor"). Interest from the period from and
including 4 August 2004 to but excluding 14 October 2013 will be payable annually in arrear on 14 October of each year,
commencing on 14 October 2004 and, for the period thereafter, quarterly in arrear on the Interest Payment Dates (as defined herein)
falling on, or nearest to, 14 January, 14 April, 14 July and 14 October, all as set out in "Terms and Conditions of the Notes
Interest".

Payment of interest may, in certain circumstances, be deferred at the option of the Issuer, as set out in "Terms and Conditions of the
Notes Interest Interest Deferral".
Application has been made to list the Notes on the Luxembourg Stock Exchange.
The Issuer may at its option, with the prior written consent of the Commission de Contrôle des Assurances, des Mutuelles et des
Institutions de Prévoyance, redeem all, but not some only, of the Notes at their principal amount (together with accrued interest) on
the Interest Payment Date falling on or nearest to 14 October 2013 or on any subsequent Interest Payment Date, as set out in "Terms
and Conditions of the Notes Redemption and Purchase Redemption at the option of the Issuer". In addition, the Issuer may, with
the prior written consent of the Commission de Contrôle des Assurances, des Mutuelles et des Institutions de Prévoyance redeem all,
but not some only, of the Notes at their principal amount (together with accrued interest) in the event that certain French taxes are
imposed (see "Terms and Conditions of the Notes Redemption and Purchase Redemption for taxation reasons").
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of 10,000 each. Title to the Notes will at all
times be represented in book entry form (dématérialisé) in the books of the Account Holders in compliance with article L. 211-4 of
the French Code monétaire et financier. No physical document of title (including certificats representatives pursuant to Article 7 of
Decree no. 83-359 of 2 May 1983) will be issued in respect of the Notes.
The Notes have been accepted for clearance through Euroclear France, Euroclear Bank S.A./N.V., as operator of the Euroclear
System (" Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). The Notes
will, upon issue, be inscribed (inscription en compte) in the books of Euroclear France which shall credit the accounts of the Account
Holders (as defined in "Terms and Conditions of the Notes Form, denomination and title") including Euroclear and Clearstream,
Luxembourg.
The Notes have received a rating A- from Standard & Poor's Ratings Services and A- from Fitch France S.A. A security rating is not
a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by an
assigning rating agency and any rating should be evaluated independently of any other.

Dealer Manager and Structuring Agent
BNP PARIBAS

La Mondiale (La Mondiale, the Issuer or the Company) having made all necessary enquiries,
confirms that this Prospectus contains all information with respect to the Issuer and its
consolidated subsidiaries taken as a whole (the Group) and the Notes that is material in the
context of the issue and offering of the Notes; that the statements contained in it relating to the
Issuer, the Group and the Notes are complete, true and accurate in every material respect and
not misleading in the light of the circumstances in which they were made; that there are no other
material facts in relation to the Issuer, the Group or the Notes the omission of which would, in
the context of the issue and offering of the Notes, make any statement in this Prospectus
misleading in the light of the circumstances in which it was made and that all reasonable enquiries
have been made to ascertain and verify the foregoing.. The Issuer accepts responsibility
accordingly.

In making an investment decision regarding the Notes, prospective investors should rely on their
own independent investigation and appraisal of the Issuer, its business and the terms of the
Notes, including the merits and risks involved. The contents of this Prospectus are not to be
construed as legal, business or tax advice. Each prospective investor should consult its own
advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes.

This Prospectus does not constitute an invitation to participate in the distribution of the Notes in
any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such
invitation under applicable securities laws. The distribution of this Prospectus in certain
jurisdictions, including the United States, United Kingdom and France, may be restricted by law.
Persons into whose possession this Prospectus comes are required by each of La Mondiale and
the Dealer Manager and Structuring Agent to inform themselves about and to observe any such
restrictions.
The offer and sale of the Notes is not being made within, and the Prospectus is not for
distribution into, the United States of America or to U.S. persons as defined in the Unites States
Securities Act of 1933, as amended (the Securities Act), see "Subscription and Sale" below.

No person is authorised to give any information or to make any representation not contained in
this Prospectus and any information or representation not so contained must not be relied upon
as having been authorised by or on behalf of the Issuer. The delivery of this Prospectus at any
time does not imply that the information contained in it is correct as at any time subsequent to its
date.

All references in the Prospectus to "EUR", "euro" and "" refer to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community, as amended by the Treaty on European Union and as
amended by the Treaty of Amsterdam.
In connection with the issue of the Notes, BNP Paribas (the Stabilising Agent) or any person
acting for it may over-allot or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail for a limited period after the
issue date . However, there may be no obligation on the Stabilising Agent or any agent of his to
do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to
an end after a limited period. Any such transaction will be carried out in compliance with all
applicable laws and regulations.

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TABLE OF CONTENTS
Section
Page
TERMS AND CONDITIONS OF THE NOTES......................................................................... 4
DESCRIPTION OF LA MONDIALE....................................................................................... 16
RECENT DEVELOPMENTS................................................................................................... 24
CONSOLIDATED CAPITALISATION TABLE AS AT 30 JULY 2004................................... 25
CONSOLIDATED FINANCIAL STATEMENTS OF
LA MONDIALE AS AT 31 DECEMBER 2003 AND 31 DECEMBER 2002............................. 26
USE OF PROCEEDS................................................................................................................ 83
OFFER AND SALE.................................................................................................................. 84
GENERAL INFORMATION ................................................................................................... 87

INCORPORATION BY REFERENCE

The Issuer's annual report which contains the audited non-consolidated and consolidated accounts of
theIssuer for the year ending on 31 December 2002 and 31 December 2003 are incorporated by
reference herein.

Copies of these annual reports are available without charge at the principal office of the Issuer or at
the specified office of each of the paying agents (Kredietbank S.A. Luxembourgeoise and Euro
Emetteurs Finance).

3

TERMS AND CONDITIONS OF THE NOTES
The terms and conditions of the Notes (the Terms and Conditions ) will be as follows:
The undated subordinated fixed/floating rate notes (the Notes) of La Mondiale (the Issuer) in an
aggregate principal of 100,000,000, will be issued on 4 August 2004 (the Issue Date ) outside the
French Republic and have been authorised by a resolution of the Assemblée Générale of the Issuer
(beforehand approved by the Commission de Contrôle des Assurances, des Mutuelles et des
Institutions de Prévoyance on 2 April 2004 in accordance with Article R. 322-79 of the French Code
des Assurances) adopted on 30 April 2004 and resolutions of the Conseil d'Administration of the
Issuer adopted on 30 April 2004 and 23 June 2004.
The Notes are issued with the benefit of an agency agreement dated 30 July 2004 (the Agency
Agreement) between the Issuer, Kredietbank S.A. Luxembourgeoise as fiscal agent and principal
paying agent (the Fiscal Agent) and the other paying agents named therein (together with any
additional paying agents, the Paying Agents , which expressions shall, where the context so admits,
include any successor Fiscal Agent or Paying Agents). Holders of the Notes (the Noteholders ) are
deemed to have notice of the provisions of the Fiscal Agency Agreement. Certain statements in these
Terms and Conditions of the Notes are summaries of the detailed provisions of the Fiscal Agency
Agreement, copies of which are available for inspection at the specified offices of the Paying Agents.
The Notes will be fungible (assimilées) for trading purposes immediately following their issue date
with the 100,000,000 undated subordinated fixed/floating rate notes issued on 9 July 2004
(Temporary ISIN: FR0010096966) and 40 days following their issue date with the 200,000,000
(175,000,000 issued on 14 October 2003 and 25,000,000 issued on 21 November 2003) undated
subordinated fixed/floating rate notes (the Old Notes), issued by La Mondiale (ISIN:
FR0010021287).

References below to Conditions are, unless the context otherwise requires, to the numbered
paragraphs below.
1.
Form, denomination and title
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of
10,000 each. No physical document of title (including certificats représentatifs pursuant to
Article 7 of Decree no. 83-359 of 2 May 1983) will be issued in respect of the Notes.
The Notes will, upon issue, be inscribed in the books of Euroclear France which shall credit
the accounts of the Account Holders. For the purpose of these Conditions, "Account
Holders " shall mean any authorised financial intermediary institution entitled to hold directly
or indirectly accounts on behalf of its customers with Euroclear France, and includes
Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear), and the
depositary bank for Clearstream Banking, société anonyme (Clearstream, Luxembourg).
Title to the Notes will be evidenced in accordance with article L. 211-4 of the French Code
monétaire et financier by entries in the books of Account Holders and will pass upon, and
transfer of Notes may only be effected through, registration of the transfer in such books.

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2.
Status
The obligations of the Issuer under the Notes in respect of principal, interest and other
amounts, constitute direct, unsecured and, to the extent referred to in the following paragraph,
subordinated obligations of the Issuer and shall at all times rank pari passu and without any
preference among themselves and equally and rateably with all other present or future direct,
unsecured, dated and undated subordinated obligations of the Issuer with the exception of any
prêts participatifs granted to, and any titres participatifs issued by, the Issuer.
If any judgement is rendered by any competent court declaring the judicial liquidation
(liquidation judiciaire) or, following an order of redressement judiciaire, the sale of the
whole business (cession totale de l'entreprise) of the Issuer, or if the Issuer is liquidated for
any reason, the rights of payment of the Noteholders in respect of principal, interest and other
amounts shall be subordinated to the payment in full of all other creditors of the Issuer
(including, for the avoidance of doubt, insurance companies and entities referred to in article
R. 322-132 of the French Code des Assurances reinsured by the Issuer and holders of
insurance policies issued by such entities) whose claims are not for any reason subordinated
in any manner and to the payment in full of the holders of any dated subordinated notes of the
Issuer provided that, subject to such payment in full, the Noteholders will be paid in priority
to lenders of any prêts participatifs granted to, and holders of titres participatifs issued by, the
Issuer.
At the request of the Commission de Contrôle des Assurances, des Mutuelles et des
Institutions de Prévoyance, the proceeds of the Notes may be used for off-setting losses of the
Issuer and thereafter, to allow it to continue its activities.
Pursuant to article L. 327-2 of the French Code des Assurances, a lien over the assets of
the Issuer is granted for the benefit of the Issuer's policyholders. Noteholders, even if they
are policyholders of the Issuer, do not have the benefit of such lien in relation to amounts
due under the Notes.
3.
Interest
(a)
Interest Payment Dates
The Notes bear interest from, and including, 14 October 2003 to, but excluding, 14 October
2013 (the Fixed Rate Period) at the rate of 5.875 per cent. per annum payable annually in
arrear on 14 October of each year, commencing on 14 October 2004 (each a Fixed Interest
Payment Date ). The period from and including 14 October 2003 to, but excluding, the first
Fixed Interest Payment Date and each successive period from, and including, a Fixed Interest
Payment Date to, but excluding, the next successive Fixed Interest Payment Date is called a
Fixed Interest Period. If interest is required to be calculated for a period within the Fixed
Rate Period of less than one year, it will be calculated on the basis of the actual number of
days in the relevant period, from and including the date from which interest begins to accrue
to but excluding the date on which it falls due, divided by the actual number of days in the
Fixed Interest Period in which the relevant period falls (including the first such day but
excluding the last) and rounding the resultant figure to the nearest 0.01 (0.005 being rounded
upwards).
Thereafter (the Floating Rate Period), the Notes will bear interest at the Rate of Interest (as
defined in Condition 3(d)) payable quarterly in arrear on 14 January, 14 April, 14 July and 14
October in each year, (each a Floating Interest Payment Date and together with the Fixed

5

Interest Payment Dates, an Interest Payment Date ) commencing on 14 January 2014. If any
Floating Interest Payment Date would otherwise fall on a day which is not a Business Day (as
defined in Condition 3(d)(iv)), it shall be postponed to the next day which is a Business Day.
The period from, and including, 14 October 2013 to, but excluding, the first Floating Interest
Payment Date and each successive period from, and including, a Floating Interest Payment
Date to, but excluding, the next succeeding Floating Interest Payment Date is called a
Floating Interest Period and, together with the Fixed Interest Periods, an Interest Pe riod.
Interest shall accrue on the Notes in respect of all Floating Interest Periods on the basis of the
actual number of days elapsed in the relevant period divided by 360.
(b)
Interest Payments
Interest payments will be made subject to, and in accordance with, the provisions of this
Condition 3 and Condition 5. Each Note will cease to bear interest from the date on which it
is due to be redeemed, unless payment of principal is improperly withheld or refused on such
date. In such event, it shall continue to bear interest in accordance with this Condition (both
before and, to the extent permitted by law, after judgement) until whichever is the earlier of
(i) the day on which all sums due in respect of such Note up to that day are received by or on
behalf of the relevant Noteholder, and (ii) the day seven days after the Fiscal Agent has
notified Noteholders of receipt of all sums due in respect of all the Notes up to that seventh
day (except to the extent that there is failure in the subsequent payment to the relevant
Noteholders under these Conditions).
(c)
Interest Deferral
(1)
Optional and Compulsory Interest Payment Dates
An Optional Interest Payment Date means any Interest Payment Date which is not
a Compulsory Interest Payment Date or on which the Issuer does not make any
payment due on other junior or pari passu ranking securities.
A Compulsory Interest Payment Date means each Interest Payment Date on which
the Issuer is deemed to satisfy the Solvency Ratio (as defined below).
The Issuer is deemed to satisfy the solvency ratio (the Solvency Ratio ) on a particular
Interest Payment Date if the Issuer has, under the provisions of articles L 334-1,
R 334-1 et seq. and A 334-1 et seq. of the French Code des Assurances and on the
basis of its annual audited consolidated accounts for the financial year immediately
preceding such Interest Payment Date for which such accounts have been approved
by the Conseil d'Administration of the Issuer, a solvency margin (marge de
solvabilité) (as determined by the Issuer's auditors (commissaires aux comptes) and
notified to the Agent Bank not earlier than 45 days and not later than 30 days prior to
such Interest Payment Date) equal to or greater than 150 per cent of the minimum
prescribed solvency margin, and would continue to do so assuming that the interest
due on such Interest Payment Date, together with any Arrears of Interest (as defined
below) then outstanding, is paid on such Interest Payment Date.
On any Optional Interest Payment Date, the Issuer may, at its option, pay all (but not
part only) of the interest in respect of the Notes accrued to that date in respect of the
Interest Period ending on such Optional Interest Payment Date, but the Issuer shall
have no obligation to make such payment and any such failure to pay shall not
constitute a default by the Issuer under the Notes or for any other purpose. Any

6

interest in respect of the Notes not paid on an Optional Interest Payment Date in
accordance with this Condition shall, so long as it remains outstanding, constitute
"Arrears of Interest" and shall be due and payable as set out below.
(2)
Arrears of Interest
Arrears of Interest may, at the option of the Issuer, be paid in whole or in part (but if
in part, in an amount equal to the whole of the interest attributable to a particular
Interest Period and so that Arrears of Interest attributable to any Interest Period shall
not be paid prior to Arrears of Interest attributable to any earlier Interest Period) on
any Optional Interest Payment Date, provided that the Issuer has elected to pay the
interest due on such Optional Interest Payment Date in respect of the Interest Period
ending on such Optional Interest Payment Date. All Arrears of Interest in respect of
all Notes for the time being outstanding shall become due in full on whichever is the
earlier of:
(i)
the next Interest Payment Date if such Interest Payment Date is a
Compulsory Interest Payment Date or,
(ii)
the date on which the Notes are due to be redeemed pursuant to, and in
accordance with, Condition 4, or,
(iii)
the date on which the Issuer makes any payment due on any other junior or
pari passu ranking securities.
Arrears of Interest shall not themselves bear interest.
(3)
Notice of Deferral and Payment of Arrears of Interest
The Issuer shall give not more than 45 days' and not less than 25 days' prior notice to
the Noteholders in accordance with Condition 9 of its election in respect of any
Optional Interest Payment Date (i) pursuant to Condition 3(c)(1), not to make the
relevant payment of interest which would otherwise have been due on such date and
(ii) pursuant to Condition 3(c)(2), to pay on such date all or part of any Arrears of
Interest.
(d)
Rate of Interest
The rate of interest (the Rate of Interest) for the Notes for each Floating Interest Period will
be determined by the Agent Bank on the following basis:
(i)
On the second Business Day before the beginning of each Floating Interest Period
(each an Interest Determination Date ) the Agent Bank will determine the European
interbank offered rate, expressed as a rate per annum, for three-month euro deposits
commencing on the first day of the relevant Floating Interest Period (Euribor), which
appears at or about 11.00 a.m. (Brussels time) on the display designated as page 248
on the Bridge/Telerate Monitor (or such other page or service as may replace it for
the purpose of displaying Euribor). The Rate of Interest for such Floating Interest
Period shall be the sum of the Margin and the rate which is so calculated and
displayed, as determined by the Agent Bank.

In these Conditions, "Margin" means 2.70 per cent. per annum.

7

(ii)
If for any reason on any Interest Determination Date such offered rate does not so
appear, or if the relevant page or service is unavailable, the Agent Bank shall, on such
date, request the principal euro-zone office of each of four major banks in the euro-
zone inter-bank market, selected by the Agent Bank (the Reference Banks ) to
provide the Agent Bank with its offered quotation, for three-month euro deposits
commencing on the first day of the relevant Floating Interest Period to leading banks
in the euro-zone inter-bank market, at or about 11.00 a.m. (Brussels time) on the
Interest Determination Date in question. The Rate of Interest for such Floating
Interest Period shall be the sum of the Margin and the arithmetic mean (rounded, if
necessary, up to the nearest fifth decimal place) of such quotations (or of such of
them, being at least two, as are so provided), as determined by the Agent Bank.
(iii)
If on any Interest Determination Date one only or none of the Reference Banks
provides the Agent Bank with such quotation, the Rate of Interest for the next
Floating Interest Period shall be the rate per annum which the Agent Bank determines
to be the sum of the Margin and the arithmetic mean (rounded, if necessary, up to the
nearest fifth decimal place) of the euro lending rates quoted by major banks in the
euro-zone (selected by the Agent Bank and being at least two in number) at
approximately 11.00 a.m. (Brussels time) on such Interest Determination Date for
loans in euro to leading European banks for a period of three months commencing on
the first day of the relevant Floating Interest Period, except that, if the banks so
selected by the Agent Bank are not quoting on such Interest Determination Date as
mentioned above, the Rate of Interest shall be the Rate of Interest in effect for the last
preceding Floating Interest Period to which one of the preceding paragraphs of this
Condition 3(d) shall have applied.
(iv)
In these Conditions (other than in Condition 5), "Business Day" means any day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer
System (TARGET) is operating.
(e)
Determination of Rate of Interest and calculation of Interest Amount
The Agent Bank will, as soon as practicable after 11.00 a.m. (Brussels time) on each Interest
Determination Date, determine the Rate of Interest and calculate the amount of interest
payable on each Note (the Interest Amount) for the relevant Floating Interest Period.
The Interest Amount shall be calculated by applying the Rate of Interest to the principal
amount of each Note, multiplying such product by the actual number of days in the Floating
Interest Period concerned divided by 360 and rounding the resulting figure to the nearest
0.01 (0.005 being rounded upwards).
(f)
Publication of Rate of Interest, Interest Amount and Interest Payment Date
The Agent Bank will cause (i) the Rate of Interest, the Interest Amount for each Floating
Interest Period and the relevant Interest Payment Date and (ii) if interest has been previously
deferred pursuant to Condition 3(c)(1), also the aggregate amount of the Arrears of Interest
which would be payable on such Interest Payment Date if Arrears of Interest were to become
due on such Interest Payment Date pursuant to Condition 3(c)(2) to be notified (a) to the
Issuer, the Fiscal Agent (if different from the Agent Bank) and each other Paying Agent (if
any) not later than 3.00 p.m. (Brussels time) on the Interest Determination Date and (b) to the
Noteholders in accordance with Condition 9 as soon as possible after their determination but
in no event later than the second Business Day thereafter. The Interest Amount, Interest

8

Payment Date and, if applicable, Arrears of Interest so published may subsequently be
amended by the Agent Bank (or appropriate alternative arrangements made by way of
adjustment) without notice in the event of an extension or shortening of the Interest Period. If
the Notes become due and payable under Condition 4(b)(1) or (2) or under Condition 4(d)
other than on a Floating Interest Payment Date, the Rate of Interest and the Interest Amount
shall nevertheless continue to be calculated as previously by the Agent Bank in accordance
with this Condition 3 but no publication of the Rate of Interest, the Interest Amount or the
Arrears of Interest so calculated need be made.
(g)
Agent Bank
The Issuer reserves the right at any time to vary the appointment of the Agent Bank and to
appoint a substitute Agent Bank provided that the Issuer will procure that, so long as any Note
is outstanding, there shall at all times be an Agent Bank in respect of the Notes having a
specified office in a major European city. If the Agent Bank is unable or unwilling to continue
to act as the Agent Bank, or if the Agent Bank fails duly to establish the Rate of Interest for
any Interest Period or to calculate the Interest Amount the Issuer shall appoint some other
leading bank engaged in the euro-zone inter-bank market (having a specified office in a major
European city) to act as such in its place in respect of the Notes. The Agent Bank may not
resign its duties until a successor has been appointed.
The Agent Bank shall act as an independent expert and not as agent for the Issuer or the
Noteholders.
(h)
Certificates etc. to be final
All certificates, communications, opinions, determinations, calculations, quotations and
decisions given, expressed, made or obtained for the purpose of the Conditions whether by
the Reference Banks (or any of them) or the Agent Bank shall (in the absence of wilful
default, bad faith or manifest error) be binding on the Issuer, any stock exchange on which the
Notes are for the time being listed, the Reference Banks, the Agent Bank, the Paying Agents,
the Fiscal Agent and all the Noteholders. No Noteholder shall (in the absence as aforesaid) be
entitled to proceed against the Reference Banks or the Agent Bank or any of them in
connection with the exercise or non-exercise by them of their powers, duties and discretions.
4.
Redemption and Purchase
The Issuer shall not be at liberty to redeem the Notes except in accordance with the provisions
of this Condition 4 and the Noteholders shall have only those rights as regards redemption
that are set out in this Condition 4.
(a)
Redemption for taxatio n reasons
(i)
If at any time, by reason of a change in any French law or regulation, or any change
in the official application or interpretation of such law or regulation, becoming
effective after 14 October 2003, the Issuer would, on the occasion of the next
payment of principal or interest due in respect of the Notes, not be able to make such
payment without having to pay additional amounts as specified in Condition 6, the
Issuer may, at any time during the Fixed Rate Period and on any Interest Payment
Date during the Floating Rate Period, subject to the prior written consent of the
Commission de Contrôle des Assurances, des Mutuelles et des Institutions de
Prévoyance (in accordance with Article A. 334-3 of the French Code des Assurances)

9

or its successor or any other relevant regulator (whose consent the Issuer is required
to obtain in accordance with applicable legislation), subject to having given not more
than 45 nor less than 30 days' prior notice to the Noteholders in accordance with
Condition 9 (which notice shall be irrevocable), redeem all, but not some only, of the
Notes at their principal amount, together with all interest accrued to the date fixed for
redemption, provided that the due date for redemption shall be no earlier than the
latest practicable Interest Payment Date on which the Issuer could make payment of
principal or interest without withholding for French taxes.
(ii)
If the Issuer would on the next payment of principal or interest in respect of the Notes
be obliged to pay additional amounts as specified under Condition 6 and the Issuer
would be prevented by French law from making payment to the Noteholders of the
full amount then due and payable, notwithstanding the undertaking to pay additional
amounts contained in Condition 6, then the Issuer may forthwith give notice of such
fact to the Fiscal Agent and the Issuer may, subject to the prior written consent of the
Commission de Contrôle des Assurances, des Mutuelles et des Institutions de
Prévoyance (in accordance with Article A.334-3 of the French Code des Assurances)
or its successor or any other relevant regulator (whose consent the Issuer is required
to obtain in accordance with applicable legislation), and upon giving not less than
seven days' prior notice to the Noteholders in accordance with Condition 9 (which
notice shall be irrevocable), redeem all, but not some only, of the Notes at their
principal amount, together with all interest accrued to the date fixed for redemption
on the latest practicable date on which the Issuer could make payment of the full
amount of principal or interest payable in respect of the Notes or, if such date is past,
as soon as practicable thereafter.
(b)
Redemption at the option of the Issuer
(i)
On each Optional Redemption Date (as defined below), the Issuer may, subje ct to the
prior written consent of the Commission de Contrôle des Assurances, des Mutuelles et
des Institutions de Prévoyance (in accordance with Article A.334-3 of the French
Code des Assurances) or its successor or any other relevant regulator (whose consent
the Issuer is required to obtain in accordance with applicable legislation), and subject
to having given not more than 45 nor less than 30 days' prior notice to the
Noteholders in accordance with Condition 9 (which notice shall be irrevocable),
redeem all, but not some only, of the Notes at their principal amount, together with all
interest (including any Arrears of Interest) accrued to such Optional Redemption
Date. For this purpose, "Optional Redemption Date" shall mean the Interest Payment
Date falling on, or nearest to, 14 October 2013 and each subsequent Interest Payment
Date. The exercise of this option by the Issuer will be notified to the Luxembourg
Stock Exchange.
(ii)
If the Notes cease to be treated by the Commission de Contrôle des Assurances, des
Mutuelles et des Institutions de Prévoyance or its successor or any other relevant
regulator (to the extent that such consent is required in accordance with applicable
legislation) as supplementary capital for the purposes of calculating the solvency
margin (marge de solvabilité) for any reason whatsoever (other than in accordance
with the provisions of Articles R. 334-11 and A. 334-3 of the French Code des
Assurances), the Issuer may, subject to the prior written consent of the Commission
de Contrôle des Assurances, des Mutuelles et des Institutions de Prévoyance (in
accordance with Article A. 334-3 of the French Code des Assurances) or its successor

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