Obligation BPCe 5.25% ( FR0010031138 ) en EUR

BPCe

100 % ⇌

France

FR0010031138 ( en EUR )

5.25% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation BPCE FR0010031138 en EUR 5.25%, échéance Perpétuelle

30/07/2025 ( Dans 82 jours )

BPCE est un groupe bancaire coopératif français, deuxième acteur bancaire en France, composé notamment des réseaux bancaires Caisse d'Epargne et Banque Populaire.

L'Obligation émise par BPCe ( France ) , en EUR, avec le code ISIN FR0010031138, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

OFFERING CIRCULAR
CAISSE NATIONALE DES CAISSES D'EPARGNE
ET DE PREVOYANCE
Euro 10,000,000,000
Euro Medium Term Note Programme
Due from one month from the date of original issue
Under the Euro Medium Term Note Programme described in this Offering Circular (the ``Programme''), Caisse Nationale des Caisses
d'Epargne et de Pre´voyance (the ``Issuer'' or ``CNCEP'' or ``CNCE''), subject to compliance with all relevant laws, regulations and
directives, may from time to time issue Euro Medium Term Notes under the Programme (the ``Notes''). The aggregate nominal amount of
Notes outstanding will not at any time exceed Euro 10,000,000,000 (or the equivalent in other currencies).
This Offering Circular replaces and supersedes the Offering Circular dated 31 October 2001.
This Offering Circular shall be in force for a period of one year as of the date set out hereunder.
Application will be made in certain circumstances to list Notes issued under the Programme on the Luxembourg Stock Exchange. However,
unlisted Notes may be issued pursuant to the Programme. The relevant Pricing Supplement (a form of which is contained herein) in respect of
the issue of any Notes will specify whether or not such Notes will be listed and, if so, the relevant stock exchange.
Notes may be issued either in dematerialised form (``Dematerialised Notes'') or in materialised form (``MaterialisedNotes'') as more fully
described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-4 of the French Code mone´taire et financier. No
physical documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes which are dealt in on a regulated market may, at the option of the Issuer, be in bearer dematerialised form (au porteur)
inscribed as from the issue date in the books of Euroclear France (``Euroclear France'') which shall credit the accounts of Account Holders
(as defined in ``Terms and Conditions of the Notes Form, Denomination, Title and Redenomination'') including Euroclear Bank S.A./N.V.as
operator of the Euroclear System (``Euroclear'') and the depositary bank for Clearstream Banking, socie´te´ anonyme (``Clearstream,
Luxembourg'') or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined
in Condition 1(c)(iv)), in either fully registered form (nominatif pur), in which case they will be inscribed with the registration agent
(designated in the relevant Pricing Supplement) for the Issuer, or in administered registered form (nominatif administre´) in which case they
will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders. Dematerialised Notes which are not dealt in
on a regulated market will be in registered dematerialised form (au nominatif) only and, at the option of the relevant Noteholder, in either fully
registered form or administered form inscribed as aforesaid.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer
form without interest coupons attached (a ``Temporary Global Certificate'') will initially be issued in connection with Materialised Notes.
Such Temporary Global Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for
interest attached on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as
described in ``Temporary Global Certificates issued in respect of Materialised Bearer Notes'') upon certification as to non US beneficial
ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be
deposited on the issue date with a common depositary for Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended
to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing
system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below).
Unless otherwise specified in the applicable Pricing Supplement, Notes will be rated as follows
Rating given by Fitch
Rating given by Moody's
Rating given by Standard
Status of the Notes
Ratings
Investors Service
and Poor's
Unsubordinated Notes (long term)
AA
Aa2
AA
Unsubordinated Notes (short term)
F1+
P-1
A-1+
Subordinated Notes (Lower Tier 2)
AA
Aa3
AA
Subordinated Notes (Upper Tier 2)
AA
Aa3
A+
Fitch Ratings, Moody's Investors Service and Standard & Poor's will only rate Tier 3 Subordinated Notes (as defined herein), on a case-by-
case basis. Structured Senior Notes or other Notes issued pursuant to the Programme may be unrated or rated differently in certain
circumstances. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to Notes issued under the
Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any
time by the assigning rating agency.
Arranger
Deutsche Bank
Dealers
Barclays Capital
HSBC
CDC IXIS Capital Markets
JPMorgan
Deutsche Bank
SG Investment Banking
Goldman Sachs International
Tokyo-Mitsubishi International plc
UBS Warburg
The date of this Offering Circular is 4 November 2002

The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains all
information with respect to the Issuer, the Issuer and its consolidated subsidiaries and affiliates (filiales
consolide´es et participations consolide´es) taken as a whole (the ``Group'') and the Notes that is material in
the context of the issue and offering of the Notes, the statements contained in it relating to the Issuer, the
Group and the Notes are in every material particular true and accurate and not misleading, the opinions
and intentions expressed in this Offering Circular with regard to the Issuer, the Group are honestly held,
have been reached after considering all relevant circumstances and are based on reasonable assumptions,
there are no other 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 Offering Circular misleading in
any material respect and all reasonable enquiries have been made by the Issuer to ascertain such facts and
to verify the accuracy of all such information and statements. The Issuer accepts responsibility
accordingly.
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular 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 (each as defined in ``Summary of the Programme''). Neither the delivery of
this Offering Circular 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 Offering Circular has been most recently amended or 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 Offering Circular has been most recently amended or 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 Offering Circular and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Offering Circular comes are required by the
Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The
Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the ``Securities Act'') and include Materialised 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 the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act
(``Regulation S'') or, in the case of Materialised Notes in bearer form, the U.S. Internal Revenue Code of
1986, as amended (the ``U.S. Internal Revenue Code'')). For a description of certain restrictions on offers
and sales of Notes and on distribution of this Offering Circular, see ``Subscription and Sale''.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Offering
Circular. None of the Dealers 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 Offering
Circular. Neither this Offering Circular 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 Offering Circular 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 Offering Circular and its purchase of Notes should be based
upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review
the financial condition or affairs of the Issuer or the Group during the life of the arrangements
contemplated by this Offering Circular 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.
In connection with any Tranche (as defined in ``Summary of the Programme''), one of the Dealers may act
as a stabilising agent (the ``Stabilising Agent''). The identity of the Stabilising Agent will be disclosed in the
relevant Pricing Supplement. References in the next paragraph to ``the issue of any Tranche'' are to each
Tranche in relation to which a Stabilising Agent is appointed.
In connection with the issue of any Tranche, the Stabilising Agent or any person acting for him 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
2

discontinued at any time and must be brought to an end after a limited period. Any such transactions will
be carried out in accordance with applicable laws and regulations.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to ``E'',
``Euro'', ``EUR'' or ``euro'' are to the single currency of the participating member states of the European
Union which was introduced on 1 January 1999, references to ``FRF'' or ``FF'' are to French francs,
references to ``£'', ``pounds sterling'', ``GBP'' and ``Sterling'' are to the lawful currency of the United
Kingdom references to ``$'', ``USD'' and ``U.S. Dollars'' are to the lawful currency of the United States of
America, references to ``¥'', ``JPY'', ``Japanese yen'' and ``Yen'' are to the lawful currency of Japan and
references to ``CHF'' and ``Swiss francs'' are to the lawful currency of the Helvetic Confederation.
3

DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed in conjunction with any amendments or supplements to this
Offering Circular, each relevant Pricing Supplement, the most recently published audited annual accounts and
any interim accounts (whether audited or unaudited) published subsequently to such annual accounts of the Issuer
from time to time, each of which shall be deemed to be incorporated in, and to form part of, this Offering Circular
and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a
statement contained in any such document is inconsistent with such contents. All documents incorporated by
reference in this Offering Circular may be obtained, free of charge, at the offices of each Paying Agent set out at
the end of this Offering Circular during normal business hours so long as any of the Notes are outstanding.
SUPPLEMENTAL OFFERING CIRCULAR
The Issuer has given an undertaking to the Dealers and to the Luxembourg Stock Exchange that if at any time
during the duration of the Programme there is a significant change affecting any matter contained in this Offering
Circular (including the ``Terms and Conditions of the Notes'') whose inclusion would reasonably be required
by investors and their professional advisers, and would reasonably be expected by them to be found in this
Offering Circular, for the purpose of making an informed assessment of the assets and liabilities, financial
position, profits and losses and prospects of the Issuer, the Group and the rights attaching to the Notes, the Issuer
shall prepare an amendment or supplement to this Offering Circular or publish a replacement Offering Circular
for use in connection with any subsequent offering of the Notes, submit such amendment or supplement to the
Luxembourg Stock Exchange for approval and supply each Dealer and the Luxembourg Stock Exchange with
such number of copies of such amendment or supplement as may reasonably be requested. All documents
prepared in connection with the listing of the Programme will be available at the specified office of the Paying
Agent in Luxembourg.
4

TABLE OF CONTENTS
Page
TABLE OF CONTENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
SUMMARY OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED
BEARER NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
DESCRIPTION OF CAISSE NATIONALE DES CAISSES D'EPARGNE ET DE
PREVOYANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
CNCEP CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
CNCEP'S MANAGEMENT REPORT FOR THE YEAR 2001. . . . . . . . . . . . . . . . . . . . . . . . .
42
CNCEP CONSOLIDATED FINANCIAL STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
CNCEP INDIVIDUAL FINANCIAL STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
DESCRIPTION OF THE CAISSE D'EPARGNE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
CONSOLIDATED FINANCIAL STATEMENT OF THE CAISSE D'EPARGNE GROUP . . . .
74
SEMI-ANNUAL INDIVIDUAL FINANCIAL STATEMENTS OF CNCEP . . . . . . . . . . . . . . .
77
SEMI-ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF CNCEP . . . . . . . . . . . .
82
SEMI-ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF THE CAISSE
D'EPARGNE GROUP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
FORM OF PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
5

SUMMARY OF THE PROGRAMME
The following summary is qualified in its entirety by the remainder of this Offering Circular. The Notes will be
issued on such terms as shall be agreed between the Issuer and the relevant Dealer(s) and, unless specified to the
contrary in the relevant Pricing Supplement, will be subject to the Terms and Conditions set out on pages 12 to 34.
Issuer:
Caisse Nationale des Caisses d'Epargne et de Pre´voyance
Description:
Euro Medium Term Note Programme for the continuous offer of Notes (the
``Programme'')
Arranger:
Deutsche Bank AG Paris branch
Dealers:
Barclays Bank PLC
CDC IXIS Capital Markets
Deutsche Bank AG London
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Socie´te´ Ge´ne´rale
Tokyo-Mitsubishi International plc
UBS AG, acting through its business group UBS Warburg
The Issuer may from time to time terminate the appointment of any dealer
under the Programme or appoint additional dealers either in respect of one
or more Tranches or in respect of the whole Programme. References in this
Offering Circular to ``Permanent Dealers'' are to the persons listed above as
Dealers and to such additional persons that are appointed as dealers in
respect of the whole Programme (and whose appointment has not been
terminated) and to ``Dealers'' are to all Permanent Dealers and all persons
appointed as a dealer in respect of one or more Tranches.
At the date of this Offering Circular, only credit institutions and investment
firms incorporated in a member state of the European Union (``EU'') and
which are authorised by the relevant authority of such member home state
to lead-manage bond issues in such member state may act (a) as Dealers
with respect to non-syndicated issues of Notes denominated in Euro and (b)
as lead manager of issues of Notes denominated in Euro issued on a
syndicated basis.
Programme Limit:
Up to Euro 10,000,000,000 (or the equivalent in other currencies at the date
of issue) aggregate nominal amount of Notes outstanding at any one time.
Fiscal Agent and Principal
Deutsche Bank AG London
Paying Agent:
Paying Agents:
Deutsche Bank AG Paris branch as Paris Paying Agent and Deutsche Bank
Luxembourg S.A. as Luxembourg Paying Agent
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis. The
Notes will be issued in series (each a ``Series'') having one or more issue
dates and on terms otherwise identical (or identical other than in respect of
the first payment of interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series may be
issued in tranches (each a ``Tranche'') on the same or different issue dates.
The specific terms of each Tranche (which will be supplemented, where
necessary, with supplemental terms and conditions and, save in respect of
the issue date, issue price, first payment of interest and nominal amount of
the Tranche, will be identical to the terms of other Tranches of the same
Series) will be set out in a pricing supplement to this Offering Circular (a
``Pricing Supplement'').
6

Maturities:
Subject to compliance with all relevant laws, regulations and directives, any
maturity from one month from the date of original issue. Subordinated
Notes, the proceeds of which constitute Upper Tier 2 Capital (as defined
below) shall be undated. The maturity of Subordinated Notes, the proceeds
of which constitute Lower Tier 2 Capital (as defined below), will not be less
than 5 years, and the maturity of Subordinated Notes, the proceeds of which
constitute Tier 3 Capital (as defined below) will not be less than 2 years.
Currencies:
Subject to compliance with all relevant laws, regulations and directives,
Notes may be issued in Euro, U.S. Dollars, Japanese yen, Swiss francs,
Sterling and in any other currency agreed between the Issuer and the
relevant Dealers.
Issues of Notes denominated in Swiss francs or carrying a Swiss franc
related element with a maturity of more than one year (other than Notes
privately placed with a single investor with no publicity) will be effected in
compliance with the relevant regulations of the Swiss National Bank based
on Article 7 of the Federal Law on Banks and Savings Banks of 8
November 1934 (as amended) and Article 15 of the Federal Law on Stock
Exchanges and Securities Trading of 24 March 1995 in connection with
Article 2, paragraph 2 of the Ordinance of the Federal Banking Corporation
on Stock Exchanges and Securities Trading of 2 December 1996. Under
such regulations, the relevant Dealer or, in the case of a syndicated issue,
the lead manager (in each case, the ``Swiss Dealer''), must be a bank
domiciled in Switzerland (which includes branches or subsidiaries of a
foreign bank located in Switzerland) or a securities dealer duly licensed by
the Swiss Federal Banking Commission as per the Federal Law on Stock
Exchanges and Securities Trading of 24 March 1995. The Swiss Dealer
must report certain details of the relevant transaction to the Swiss National
Bank no later than the relevant issue date for such a transaction.
Denomination(s):
Notes will be in such denomination(s) as may be specified in the relevant
Pricing Supplement save that 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 other currencies).
Dematerialised Notes shall be issued in one denomination only.
Status of the Unsubordinated
Unsubordinated Notes (``Unsubordinated Notes'') will constitute direct,
Notes:
unconditional, unsubordinated and (subject to the provisions of Condition 4)
unsecured obligations of the Issuer and will rank pari passu among
themselves and (save for certain obligations required to be preferred by
French law) equally with all other present or future unsecured and
unsubordinated obligations of the Issuer, from time to time outstanding.
Status of the Subordinated
Subordinated Notes (``Subordinated Notes'') will constitute direct,
Notes:
unconditional, unsecured and subordinated obligations of the Issuer and
will rank pari passu among themselves and pari passu with all other present
and future unsecured, unconditional and subordinated obligations of the
Issuer with the exception of the pre^ts participatifs granted to the Issuer and
the titres participatifs issued by the Issuer as set out in Condition 3(b). The
proceeds of issues of Subordinated Notes may or may not constitute (i)
fonds propres comple´mentaires within the meaning of Article 4 (c) of
Re`glement no. 90-02 dated 23 February 1990, as amended of the Comite´ de
la Re´glementation Bancaire et Financie`re (``CRBF'') (``Upper Tier 2
Capital''); (ii) fonds propres comple´mentaires within the meaning of
Article 4 (d) of the CRBF Re`glement no. 90-02 dated 23 February 1990, as
7

amended (``Lower Tier 2 Capital'', together with Upper Tier 2 Capital
``Tier 2 Capital''); and (iii) fonds propres surcomple´mentaires within the
meaning of the meaning of Article 3.3 of the CRBF Re`glement no. 95-02
dated 21 July 1995, as amended (``Tier 3 Capital''), if such Re`glement is
applicable; as described in the applicable Pricing Supplement. see ``Terms
and Conditions of Notes Status''.
If so specified in the relevant Pricing Supplement, the payment of interest in
respect of Subordinated Notes without a specified maturity date (``Undated
Subordinated Notes'') may be deferred in accordance with the provisions
of Condition 5(h) see ``Terms and Conditions of Notes Interest and other
Calculations''.
Negative Pledge:
There will be a negative pledge in respect of Unsubordinated Notes as set
out in Condition 4 see ``Terms and Conditions of the Notes Negative
Pledge''.
Event of Default:
There will be events of default and a cross-default in respect of
(including Cross Default)
Unsubordinated Notes as set out in Condition 9(a) and limited events of
default only in respect of Subordinated Notes as set out in Condition 9(b)
see ``Terms and Conditions of the Notes Events of Default''.
Redemption Amount:
The relevant Pricing Supplement issued in respect of each issue of Notes
will specify the basis for calculating the redemption amounts payable save
that 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 other
currencies).
Optional Redemption:
The Pricing Supplement issued in respect of each issue of Notes will state
whether such Notes may be redeemed prior to their stated maturity at the
option of the Issuer (either in whole or in part) and/or the Noteholders and if
so the terms applicable to such redemption.
Redemption by Instalments:
The Pricing Supplement issued in respect of each issue of Notes that are
redeemable in two or more instalments will set out the dates on which, and
the amounts in which, such Notes may be redeemed.
Early Redemption:
Except as provided in ``Optional Redemption'' above, Notes will be
redeemable at the option of the Issuer prior to maturity only for tax reasons.
See ``Terms and Conditions of the Notes Redemption, Purchase and
Options''.
Taxation:
Payments in respect of the Notes will be made without withholding or
deduction for, or on account of, taxes imposed by or on behalf of the
Republic of France as provided by Article 131 quater of the French General
Tax Code, to the extent that the Notes are issued (or deemed to be issued)
outside France.
Notes constituting obligations under French law will be issued (or deemed
to be issued) outside 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 in connection with their initial
distribution and such Notes are offered in the Republic of France only
through an international syndicate to qualified investors (investisseurs
qualifie´s) as described in Article L.411-2 of the French Code mone´taire et
8

financier or (iii) in the case of non-syndicated issues of Notes denominated
in currencies other than Euro, if each of the subscribers of the Notes is
domiciled or resident for tax purposes outside the Republic of France, in
each case as more fully set out in the Circular of the Direction Ge´ne´rale des
Impo^ts dated 30 September 1998.
However, if so provided in the relevant Pricing Supplement, Notes
constituting obligations denominated in currencies other than Euro may
be issued on a non-syndicated basis and 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 at source provided by
Article 131 quater of the French General Tax Code and payments under
such Notes made to a non-French resident will be exempt from withholding
or deduction 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 General
Tax Code, as more fully described in ``Terms and Conditions of the Notes
Taxation''.
The tax regime applicable to Notes which do not constitute obligations will
be set out in the relevant Pricing Supplement.
Interest Periods and
The length of the interest periods for the Notes and the applicable interest
Interest Rates:
rate or its method of calculation may differ from time to time or be constant
for any Series. Notes may have a maximum interest rate, a minimum
interest rate, or both. The use of interest accrual periods permits the Notes to
bear interest at different rates in the same interest period. All such
information will be set out in the relevant Pricing Supplement.
Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in each year
specified in the relevant Pricing Supplement.
Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for each Series
as follows:
(i)
on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by an
agreement incorporating the 2000 ISDA Definitions published by
the International Swaps and Derivatives Association, Inc. or
(ii)
by reference to LIBOR, LIBID, LIMEAN or EURIBOR (or such
other benchmark as may be specified in the relevant Pricing
Supplement), in each case as adjusted for any applicable margin.
Interest periods will be specified in the relevant Pricing Supplement.
Zero Coupon Notes:
Zero Coupon Notes may be issued at their nominal amount or at a discount
to it and will not bear interest.
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 on such rates of exchange, as may be specified in
the relevant Pricing Supplement.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Notes or of
interest in respect of Index Linked Interest Notes will be calculated by
reference to such index and/or formula as may be specified in the relevant
Pricing Supplement.
Structured Note Risks:
The following paragraph does not describe all the risks of an investment in
the Notes. Prospective investors should consult their own financial and
legal advisers about risks associated with investment in a particular series
9

of Notes and the suitability of investing in the Notes in light of their
particular circumstances.
An investment in Notes the premium and/or the interest on or principal of
which is determined by reference to one or more values of currencies,
commodities, interest rates or other indices or formulae, either directly or
inversely, may entail significant risks not associated with similar
investments in a conventional debt security, including the risks that the
resulting interest rate will be less than that payable on a conventional debt
security at the same time and/or that an investor could lose all or a
substantial portion of the principal of its Note.
Neither the current nor the historical value of the relevant currencies,
commodities, interest rates or other indices or formulae should be taken as
an indication of future performance of such currencies, commodities,
interest rates or other indices or formulae during the term of any Note.
Other Notes:
Terms applicable to high interest Notes, low interest Notes, step-up Notes,
step-down Notes, reverse dual currency Notes, optional dual currency
Notes, partly paid Notes, credit linked Notes, fund linked Notes and any
other type of Notes that the Issuer and any Dealer or Dealers may agree to
issue under the Programme will be set out in the relevant Pricing
Supplement.
Redenomination:
Notes issued in the currency of any Member State of the EU which
participates in the third stage (or any further stage) of the EMU may be
redenominated into Euro, all as more fully provided in ``Terms and
Conditions
of
the
Notes

Form,
Denomination(s),
Title
and
Redenomination'' below.
Consolidation:
Notes of one Series may be consolidated with Notes of another Series as
more fully provided in ``Terms and Conditions of the Notes Further Issues
and Consolidation''.
Form of Notes:
Notes may be issued in either dematerialised form (``Dematerialised
Notes'') or in materialised form (``Materialised Notes'').
Dematerialised Notes which are dealt in on a regulated market may, at the
option of the Issuer, be issued in bearer dematerialised form (au porteur) or
in registered dematerialised form (au nominatif) and, in such latter case, at
the option of the relevant Noteholder, in either au nominatif pur or au
nominatif administre´ form. No physical documents of title will be issued in
respect of Dematerialised Notes. Dematerialised Notes which are not dealt
in on a regulated market will be issued in registered dematerialised form
only and, at the option of the relevant Noteholder, in either au nominatif pur
or au nominatif administre´ form. See ``Terms and Conditions of the Notes
Form, Denomination(s), Title and Redenomination''.
Materialised Notes will be in bearer materialised form (``Materialised
Bearer Notes'') only. A Temporary Global Certificate will be issued
initially in respect of each Tranche of Materialised Bearer Notes.
Materialised Notes may only be issued outside France.
Governing Law:
French law.
Clearing Systems:
Euroclear France as central depositary in relation to Dematerialised Notes
and Clearstream, Luxembourg and Euroclear or any other clearing system
that may be agreed between the Issuer, the Fiscal Agent and the relevant
Dealer in relation to Materialised Notes.
10