Bond Banque Fédérale du Crédit Mutuel 0% ( XS0310130629 ) in EUR

Banque Fédérale du Crédit Mutuel

100 % ⇌

France

XS0310130629 ( in EUR )

18/07/2022 - Bond has expired

Prospectus brochure of the bond BANQUE FEDERATIVE DU CREDIT MUTUEL XS0310130629 in EUR 0%, expired

Crédit Mutuel's banking operations are conducted through a network of regional banks, each with its own distinct legal identity but operating under the Crédit Mutuel brand and overall group structure.

The Bond issued by Banque Fédérale du Crédit Mutuel ( France ) , in EUR, with the ISIN code XS0310130629, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 18/07/2022

Base Prospectus
dated 11 July 2007

Euro 45,000,000,000
Euro Medium Term Note Programme
Due from 7 days from the date of original issue
Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Banque
Fédérative du Crédit Mutuel ("BFCM" or the "Issuer"), subject to compliance with all relevant laws, regulations and
directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate principal amount of
Notes outstanding will not at any time exceed euro 45,000,000,000 (or the equivalent in other currencies). This Base
Prospectus (the "Base Prospectus") supersedes and replaces the Base Prospectus dated 16 March 2007.
Notes will be issued in one or more series (each a "Series"). Notes of each Series shall be in bearer form and may
be issued in one or more tranches (each a "Tranche") on different issue dates and on terms otherwise identical
(except in relation to the interest commencement dates and matters related thereto).
Application has been made (i) the Commission de Surveillance du Secteur Financier ("CSSF"), in its capacity as
competent authority in Luxembourg under Article 7 of the Luxembourg Law on Prospectuses for Securities
implementing Directive 2003/71/EC (the "Prospectus Directive") for approval of this Base Prospectus and (ii) to the
Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the official list of the
Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange
during the period of 12 months from the date of publication of this Base Prospectus. The Regulated Market of the
Luxembourg Stock Exchange is a regulated market for the purposes of Directive 93/22/EC (the "Investment
Services Directive") (each such market being an "ISD Regulated Market"). Application may be made for such
Notes to be listed and admitted to trading on any other ISD Regulated Market (as defined below) in a Member State
of the European Economic Area ("EEA"). The Issuer may also issue Notes under the Programme that are listed or
admitted to trading on a market, such as the EuroMTF Market of the Luxembourg Stock Exchange ("EuroMTF"),
which is not an ISD Regulated Market, or that are not listed or admitted to trading. The relevant Final Terms (as
defined below) in respect of each issue of Notes will specify whether such Notes will be listed and, if so, the relevant
ISD Regulated Market or stock exchange(s).
Notes of each Tranche of each Series will initially be represented by a temporary global note in bearer form (each, a
"Temporary Global Note") or a permanent global note in bearer form (each, a "Permanent Global Note" and,
collectively with any Temporary Global Note, the "Global Notes"), each without interest coupons. Interests in a
Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after
the date 40 days after the date of the commencement of the offering and the relevant issue date, upon certification
as to non-U.S. beneficial ownership. If the Global Notes are stated in the applicable Final Terms to be issued in new
global note ("NGN") form they are intended to be eligible collateral for Eurosystem monetary policy and the Global
Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the
"Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream banking, société anonyme
("Clearstream, Luxembourg").
Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") will be deposited on the issue date of
the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg or as
otherwise agreed between the Issuer and the relevant Dealer (as defined herein). The provisions governing the
exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Summary of
Provisions Relating to the Notes while in Global Form
Tranches of Notes (as defined in "General Description of the Programme - Method of Issue") may be rated or unrated
(as described under "General Description of the Programme Ratings"). 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 the assigning
rating agency.
Arranger for the Programme
BNP PARIBAS

Dealers
BANQUE FÉDÉRATIVE DU CRÉDIT MUTUEL
ABN AMRO
BNP PARIBAS
GOLDMAN SACHS INTERNATIONAL
HSBC
LEHMAN BROTHERS

This Base Prospectus, containing all relevant information with regard to the Issuer and the Issuer and its
subsidiaries and affiliates taken as a whole (the "Group") as well as the base terms and conditions of the
Notes to be issued under the Programme together with (i) any supplements to this Base Prospectus from
time to time (each, a "Supplement" and together the "Supplements") and (ii) the final terms issued in
relation to each Tranche of Notes, substantially in the form of the pro forma final terms set out in this
Base Prospectus (the "Final Terms") constitutes a Prospectus for the purposes of Article 5.4 of the
Prospectus Directive. In relation to each separate issue of Notes, the final offer price and the amount of
such Notes will be determined by the Issuer and the relevant Dealers at the time of the issue of the
Notes and will be set out in the relevant Final Terms.
This Base Prospectus is to be read in conjunction with any document and/or information which is or may
be incorporated herein by reference in accordance with Article 28 of Commission Regulation ("EC") no.
809/2004 (the "Prospectus Regulation"), as described in "Documents Incorporated by Reference"
below. This Base Prospectus shall be read and construed on the basis that such documents are so
incorporated and form part of this Base Prospectus.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any of the Dealers or the Arranger (as defined in "General Description of the Programme"). Neither the
delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or the
Group since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer or the
Group since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectus comes are required by the
Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restrictions. In
particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of the
Notes in the EEA and certain member states thereof, the United Kingdom, Japan and the United States.
See "Subscription and Sale" below.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons (as defined in the U.S Internal Revenue
Code of 1986, as amended and regulations thereafter). For a description of certain restrictions on offers
and sales of Notes and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute and may not be used in connection with, an offer, or an
invitation to any person to whom it is unlawful to make such offer or invitation by or on behalf of the
Issuer or the Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Dealers (other than Banque Fédérative du Crédit Mutuel in its capacity as
Dealer) or the Arranger makes any representation, express or implied, or accepts any responsibility, with
respect to the accuracy or completeness of any of the information in this Base Prospectus. Neither this
Base Prospectus nor any other financial statements are intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger
or the Dealers that any recipient of this Base Prospectus or any other financial statements should
purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Dealers (other than Banque Fédérative du Crédit
Mutuel in its capacity as Dealer) or the Arranger undertakes to review the financial condition or affairs of
the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Dealers
or the Arranger.
2

In connection with the issue of any Tranche (as defined in "General Description of the Programme") of
Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) in the applicable Final Terms
(the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) may over-allot
Notes (provided that, in the case of any Tranche to be admitted to trading on any ISD Regulated Market,
the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate
principal amount of the relevant Tranche) or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at
any time, but such action must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to
"euro" and "" are to the single currency which was introduced in the participating member states of the
European Union on 1st January 1999, references to "£", "pounds sterling" and "Sterling" are to the lawful
currency of the United Kingdom and references to "U.S.$" "USD" and "dollars" are to the lawful currency
of the United States of America.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Base Prospectus. The Issuer
declares, having taken all reasonable care to ensure that such is the case, that to the best of the
knowledge of the Issuer, the information contained in this Base Prospectus is in accordance with the
facts and does not omit anything likely to affect the import of such information.

3

TABLE OF CONTENTS
Page
SUMMARY .......................................................................................................................................... 5
RISK FACTORS ................................................................................................................................ 12
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 17
CROSS-REFERENCE LIST IN RESPECT OF THE FINANCIAL INFORMATION OF BFCM
INCORPORATED BY REFERENCE................................................................................................. 18
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................ 19
TERMS AND CONDITIONS OF THE NOTES .................................................................................. 24
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ................ 44
USE OF PROCEEDS........................................................................................................................ 48
BANQUE FÉDÉRATIVE DU CRÉDIT MUTUEL ............................................................................... 49
RECENT DEVELOPMENTS ............................................................................................................. 67
SUMMARY FINANCIAL INFORMATION .......................................................................................... 69
SUBSCRIPTION AND SALE............................................................................................................. 76
FORMS OF FINAL TERMS............................................................................................................... 80
GENERAL INFORMATION ..............................................................................................................111
4

SUMMARY
This summary must be read as an introduction to this Base Prospectus. Any decision to invest in any
Notes should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated herein by reference, by any investor. The Issuer may have civil liability in respect of this
summary, if it is misleading, inaccurate or inconsistent when read together with the other parts of this
Base Prospectus. Where a claim relating to information contained in this Base Prospectus is brought
before a court in an EEA Member State, the plaintiff may, under the national legislation of the EEA
Member State where the claim is brought, be required to bear the costs of translating this Base
Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" below and in the applicable Final
Terms shall have the same meanings in this summary.
Issuer
Banque Fédérative du Crédit Mutuel ("BFCM")
Description of the Issuer
BFCM is a specialised financial institution established

under the French Code Monétaire et Financier and is
subject to its provisions.
BFCM forms part of the Crédit Mutuel Centre Est Europe
Group (the "CMCEE Group" and, together with the Crédit
Mutuel Sud-Est Group, the Crédit Mutuel Ile de France
and the Crédit Mutuel Savoie Mont Blanc referred to
below, the "CEE Group"), which forms part of the French
mutualist banking group, the Crédit Mutuel group (the
"Crédit Mutuel Group"). The CEE Group operates in 32
départements in eastern France (covering the Alsace,
Lorraine, Franche-Comté, Bourgogne, Champagne,
LyonIle de France and Savoie Mont Blanc regions) and is
the largest regional banking group in France, with around
3.9 million clients and 649 local branches.
BFCM conducts certain activities in its own right, which
include acting as central treasury to the CEE Group and
undertaking capital and money market activities on behalf
of the CEE Group as well as providing financing to a
number of its customers. As an extension of its role as
central treasury, BFCM hedges interest rate and
exchange risks for the whole CEE Group and places the
funds of the CEE Group on deposit in the capital and
money markets.
As a holding company, BFCM coordinates and develops
the BFCM Group's business activities which are mainly
banking and insurance. BFCM holds, directly or indirectly,
a 92.71 per cent. shareholding in Crédit Industriel et
Commercial ("CIC"), the holding company of the CIC
group (the "CIC Group"), a commercial banking network
of 6 mainly regional banks active throughout France and
with international branches in New York, London and
Singapore.
BFCM's financial resources originate from deposits
collected by the network of local branches (caisses
locales), equity funds from the Caisse Fédérale and other
credit institutions and funds raised in the capital and
money markets. BFCM also refinances loans granted by
the caisses locales. In 2006 it refinanced a total of
euro42 billion of such loans (compared to 33.5 billion in
2005).
BFCM is also involved in trading securities and arranges
interest and exchange rate hedging transactions on behalf
of its clients.
BFCM manages payment flows and processes
5

transactions on behalf of CEE Group entities in the Paris
Net Settlement System, in the euro Banking Association
and the German Real Time Gross System.
As a holding company, BFCM coordinates and develops
the BFCM Group's business activities undertaken through
its minority and majority holdings in financial
establishments, insurance, real estate and service
companies.
Financial Summary:
At 31 December 2006, BFCM had consolidated assets of
339.0 billion (compared to 298.86 billion as at 31
December 2005), shareholders' equity of 8.36 billion
(compared to 6.56 billion as at 31 December 2005). Net
profit on ordinary activities before taxation for the year
ended 31 December 2006 was 2,606 million (compared
to 1,440 million for the year ended 31 December 2005).
Net profit, Group share, for the year ended 31 December
2006 was 1,642 million (compared to 944 million for the
year ended 31 December 2005). These figures have
been prepared in accordance with IFRS standards.
Risk Factors
There are certain factors that may affect the Issuer's ability
to fulfil its obligations under Notes issued under the
Programme. These are set out under "Risk Factors"
below and include the following risk factors related to the
Issuer and its industry:
(i) Unforeseen events can interrupt the Issuer's
operations and cause substantial losses and
additional costs.
(ii) Four main categories of risks are inherent to the
Issuer's activities:
·
Credit Risk. Credit risk is the risk of financial
loss relating to the failure of an obligor to honour its
contractual obligations.
·
Market and Liquidity Risk. Market risk is the
risk related to earnings, which arises primarily from
adverse movements of trading and non-trading
market parameters. Liquidity risk, which is also
referred to as funding risk, is the inability of the
Issuer to meet its obligations at an acceptable cost
in a given currency and location.
·
Operational Risk. Operational risk corresponds
to the risk of losses due to inadequate or failed
internal processes, or due to external events,
whether deliberate, accidental or natural
occurrences.
·
Insurance Risk. Insurance risk is the risk to
earnings due to mismatches between expected and
actual claims.
(iii) An interruption in or a breach of the Issuer's
information systems may result in lost business and
other losses.
(iv) The Issuer is subject to extensive supervisory and
regulatory regimes in France, elsewhere in Europe,
the US, the Asia Pacific region and in the many
countries around the world in which it operates.
(v) The Issuer's businesses and earnings can be
affected by the fiscal or other policies and other
actions of various regulatory authorities of France,
6

other European Union or foreign governments and
international agencies. The nature and impact of
future changes in such policies and regulatory action
are not predictable and are beyond the Issuer's
control.

In addition, there are certain factors which are material for
the purpose of assessing the risks associated with Notes
issued under the Programme, including the following:
(i)
The trading market for debt securities may be volatile
and may be adversely impacted by many events;
(ii) An active trading market for the Notes may not
develop;
(iii) The Notes may be redeemed prior to maturity;
(iv) A Noteholder's actual yield on the Notes may be
reduced from the stated yield by transaction costs;
(v) A Noteholder's effective yield on the Notes may be
diminished by the tax impact on that Noteholder of its
investment in the Notes;
(vi) Fixed Rate Notes may change in value due to
changes in interest rates;
(vii) Investors will not be able to calculate in advance their
rate of return on Floating Rate Notes;
(viii) Zero coupon bonds are subject to higher price
fluctuations than non-discounted bonds;
(ix) Foreign currency bonds expose investors to foreign-
exchange risk as well as to issuer risk;
(x) Holders of Subordinated Notes risk receiving
payments on any outstanding Subordinated Notes
only after senior Noteholders and other senior
creditors have been repaid in full, if and to the extent
that there is still cash available for those payments;
(xi) Investments in Index Linked Notes entail significant
risks and may not be appropriate for investors lacking
financial expertise; and
(xii) Holders of Notes of less than 50,000 (or its
equivalent in another currency) in principal amount
may not receive definitive Notes where the minimum
Specified Denomination is 50,000 (or its equivalent
in another currency).
Please see "Risk Factors" below for further details.
Programme Amount
Up to 45,000,000,000 (or its equivalent in other
currencies at the date of issue) aggregate principal
amount of Notes outstanding at any one time. As provided
in the Agency Agreement, the Programme Amount may be
further increased.
Currencies
Notes may be denominated in any currency or currencies
agreed between the Issuer and the relevant Dealer(s),
subject to compliance with all applicable legal and/or
regulatory restrictions.
Maturities
Subject to compliance with all relevant laws, regulations
and directives, any maturity greater than seven days.
Form of Notes
Notes will be issued in bearer form only. Each Tranche of
Notes will initially be represented by interests in a
temporary Global Note, if (i) definitive Notes are to be
7

made available to Noteholders following expiry of 40 days
after their issue date or (ii) such Notes have an initial
maturity of more than one year and are being issued in
compliance with the D Rules (as defined in "Selling
Restrictions" below). Otherwise, such Tranche will be
represented by a permanent Global Note in bearer form
without interest coupons.
Initial Delivery of Notes
On or before the issue date for each Tranche, if the
relevant Global Note is intended to be recognised as
eligible collateral for Eurosystem monetary policy and
intra-day credit operations, the Global Note will be
delivered to a Common Safekeeper for Euroclear and
Clearstream, Luxembourg. On or before the issue date for
each Tranche, if the relevant Global Note is not intended
to be recognised as eligible collateral for Eurosystem
monetary policy and intra-day credit operations, the Global
Note representing Notes may (or, in the case of Notes
listed on the Luxembourg Stock Exchange, shall) be
deposited with a common depositary for Euroclear and
Clearstream, Luxembourg. Global Notes relating to Notes
that are not listed on the Luxembourg Stock Exchange
may also be deposited with any other clearing system or
may be delivered outside any clearing system provided
that the method of such delivery has been agreed in
advance by the Issuer, the Fiscal Agent and the relevant
Dealer. In the case of NGNs, any such other clearing
system must be authorised to hold such notes as eligible
collateral for Eurosystem monetary policy and intra-day
credit operations.
Fixed Rate Notes
Fixed rate interest will be payable in arrear on the date or
dates in each year as specified in the applicable Final
Terms.
Floating Rate Notes
Floating Rate Notes will bear interest separately for each
Series calculated by reference to EURIBOR, LIBOR,
LIBID, LIMEAN (or such other benchmark as may be
specified in the applicable Final Terms), as adjusted for
any applicable margin.

Interest on Floating Rate Notes will be payable on such
dates, and will be calculated in the manner specified prior
to issue in the applicable Final Terms.
Interest Periods and Rates of Interest:
The length of interest periods for the Notes and applicable
rate of interest or its method of calculation may differ from
time to time or be constant for any Series. Notes may
have a maximum rate of interest, a minimum rate of
interest, or both. Interest periods will be specified in the
applicable Final Terms. Interest will be calculated on the
basis of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer(s) and as
specified in the applicable Final Terms. The use of interest
accrual periods permits the Notes to bear interest at
different rates in the same interest period.
Dual Currency Notes
Payments (whether in respect of principal or interest and
whether at maturity or otherwise) in respect of Dual
Currency Notes will be made in such currencies and
based upon such rates of exchange as are agreed
between the Issuer and the relevant Dealer(s) prior to
issue and set out in the applicable Final Terms.
Index Linked Notes
Payments (whether in respect of principal or interest and
whether at maturity or otherwise) in respect of Index
Linked Notes will be calculated by reference to such Index
and/or Formula as are agreed between the Issuer and the
relevant Dealer(s) prior to issue and set out in the
8

applicable Final Terms.
Variable Coupon Amount Notes
The basis for calculating the amounts of interest payable,
which may be by reference to a stock index or formula or
otherwise, shall be specified in the Final Terms issued in
respect of each issue of variable coupon amount Notes.
Variable Redemption Amount Notes
The basis for calculating the redemption amounts payable,
which may be by reference to a stock index or formula or
otherwise, will be provided in the Final Terms issued in
respect of each issue of Variable Redemption Amount
Notes. Unless otherwise permitted by the current laws and
regulations, Notes (including Notes denominated in
sterling) which have a maturity of less than one year and
in respect of which the issue proceeds are to be accepted
by the Issuer in the United Kingdom or whose issue
otherwise constitutes a contravention of section 19 of the
Financial Services and Markets Act 2000 will have a
minimum redemption value of £100,000 (or its equivalent
in another currency).
Zero Coupon Notes
Zero Coupon Notes may be issued at their principal
amount or at a discount to it and will not bear interest
other than in the case of late payment.
Other Notes
Terms applicable to any other type of Note which the
Issuer and any Dealer or Dealers may agree from time to
time to issue under the Programme will be set out in the
relevant Final Terms.
Redemption by Instalments
The dates on which and the amounts in which Notes
redeemable in two or more instalments may be redeemed
will be set out in the Final Terms issued in respect of such
Notes.
Optional Redemption
The applicable Final Terms will state whether Notes may
be redeemed prior to their stated maturity at the option of
the Issuer and/or the holders and if so, the terms
applicable to such redemption. Unless otherwise specified
in the Final Terms issued in relation to an issue of Notes,
Notes will be redeemable at the option of the Issuer prior
to maturity only for taxation reasons.
Denominations of Notes
Notes will be issued in such denominations as may be
specified in the applicable Final Terms, save that:
(i) (as this Base Prospectus has not been approved by the
relevant competent authority of the Issuer's country of
incorporation for the purposes of the Prospectus
Directive), in the case of any Notes admitted to trading on
an ISD Regulated Market or offered to the public within
the territory of any EEA State in circumstances which
require the publication of a prospectus under the
Prospectus Directive, the minimum denomination shall be
1,000 (or its equivalent in any other currency or
currencies as at the date of issue of those Notes); and
(ii) the minimum denomination of each Note will be such
as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Specified Currency.
Unless otherwise permitted by then current laws and
regulations, Notes (including Notes denominated in
sterling) which have a maturity of less than one year and
in respect of which the issue proceeds are to be accepted
by the Issuer in the United Kingdom or whose issue
otherwise constitutes a contravention of section 19 of the
Financial Services and Markets Act 2000, will have a
minimum denomination of £100,000 (or its equivalent in
another currency).
9

Taxation
Payments of interest and other revenues with respect to
the Notes constituting obligations under French law will be
made without withholding or deduction for, or on account
of, the withholding tax set out under Article 125 A III of the
French Code général des impôts, as provided for in Article
131 quater of the French Code général des impôts, to the
extent that the Notes are issued (or deemed to be issued)
outside the Republic of France.

Notes constituting obligations under French law will be
issued (or deemed to be issued) outside the Republic of
France (i) in the case of syndicated or non-syndicated
issues of Notes, if such Notes are denominated in euro, (ii)
in the case of syndicated issues of Notes denominated in
currencies other than euro, if, inter alia, the Issuer and the
relevant Dealers agree not to offer the Notes to the public
in the Republic of France and such Notes are offered in
the Republic of France through an international syndicate
only to qualified investors (investisseurs qualifiés) as
described in Article L.
411-2 of the French Code
monétaire et financier, or (iii) in the case of issues of
Notes denominated in currencies other than euro that are
not offered and sold through an international syndicate, if
each of the subscribers of the Notes is domiciled or
resident for tax purposes outside the Republic of France
and does not act through a permanent establishment or
fixed base therein, in each case as more fully set out in
the Circular 5 I-11-98 of the Direction générale des impôts
dated 30 September 1998.

However, if so provided in the relevant Final Terms, Notes
constituting obligations under French law denominated in
currencies other than euro may be offered without an
international syndicate and may be placed with
subscribers not all of whom are resident outside the
Republic of France. In such cases, the Notes will not
benefit from the exemption from deduction of tax at source
provided for in Article 131 quater of the French Code
général des impôts and interest payments under such
Notes made to a non-French resident will be exempt from
withholding or deduction of tax at source only if the
beneficiary of the payment provides certification that he is
not resident in the Republic of France, all in accordance
with the provisions of Article 125 A III of the French Code
général des impôts, as more fully described in "Terms and
Conditions of the Notes - Taxation".

The tax regime applicable to Notes which do not constitute
obligations under French law will be set out in the relevant
Final Terms.
Status of the Notes
Notes issued under the Programme may be
unsubordinated ("Unsubordinated Notes") or
subordinated ("Subordinated Notes"). Unsubordinated
Notes will constitute direct, unconditional unsubordinated
and unsecured obligations of the Issuer, and Subordinated
Notes will constitute direct, unconditional subordinated
and unsecured obligations of the Issuer, as described in
the Terms and Conditions of the Notes. The Issuer may
issue Subordinated Notes which constitute Ordinarily
Subordinated Notes, Deeply Subordinated Notes, Dated
Subordinated Notes or Undated Subordinated Notes, all
as set out and defined in Condition 2(b) of the Terms and
Conditions of the Notes.
Negative Pledge
The terms of the Unsubordinated Notes will contain a
negative pledge provision as described under Condition 3
10