Obligation Santo Espírito Banco 6.875% ( PTBEQBOM0010 ) en EUR

Société émettrice Santo Espírito Banco
Prix sur le marché 100 %  ▲ 
Pays  Portugal
Code ISIN  PTBEQBOM0010 ( en EUR )
Coupon 6.875% par an ( paiement annuel ) - Obligation en défaut, paiements suspendus
Echéance 15/07/2016 - Obligation échue



Prospectus brochure de l'obligation Banco Espirito Santo PTBEQBOM0010 en EUR 6.875%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 81 400 000 EUR
Description détaillée Banco Espírito Santo était une banque portugaise, fondée en 1991, qui a fait faillite en 2014 après avoir été touchée par une crise de solvabilité liée à des problèmes de gestion et de gouvernance interne.

Les obligations Banco Espirito Santo (ISIN : PTBEQBOM0010), émises au Portugal pour un montant total de 81 400 000 EUR, affichent actuellement un prix de marché de 100% avec un taux d'intérêt de 6,875%, une maturité fixée au 15/07/2016, une fréquence de paiement annuelle et une taille minimale de transaction de 100 000 EUR ; cependant, il est à noter que l'émetteur a fait défaut et que les paiements de coupons sont suspendus.







PROSPECTUS
Banco Espírito Santo, S.A.
(Incorporated with limited liability in Portugal)
(acting through its head office or its Madeira Free Trade Zone branch
or its Cayman Islands branch or its London branch)
and
BES Finance Ltd.
A4.5.1.1
(Incorporated with limited liability in the Cayman Islands)
unconditionally and irrevocably guaranteed by
Banco Espírito Santo, S.A.
(Incorporated with limited liability in Portugal)
(acting through its London branch)
20,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
This Prospectus supersedes the Prospectus dated 18th December, 2009 and any previous Prospectus or offering circular or supplements thereto and is valid for
the purpose of the listing of Notes on the Luxembourg Stock Exchange, for a period of one year from the date of publication. Any Notes (as defined below) issued
under the Programme on or after the date of this Prospectus are issued subject to the provisions herein. This Prospectus does not affect any Notes already issued.
Under the 20,000,000,000 Euro Medium Term Note Programme (the "Programme"), each of Banco Espírito Santo, S.A. (the "Bank" or "BES"), acting through
its head office or its Madeira Free Trade Zone branch or its Cayman Islands branch or its London branch, and BES Finance Ltd. ("BES Finance" and, together
with the Bank in its capacity as an issuer of Notes under the Programme, the "Issuers" and each an "Issuer") may from time to time and, subject to applicable laws
and regulations, issue notes (the "Notes", which will include Senior Notes, Dated Subordinated Notes, Undated Subordinated Notes and, in the case of the Bank
acting through its head office only, Undated Deeply Subordinated Notes (as such terms are defined below)) denominated in any currency agreed between the Issuer
of such Notes (the "relevant Issuer") and the relevant Dealer (as defined below).
The payments of all amounts owing in respect of the Notes issued by BES Finance will be unconditionally and irrevocably guaranteed by the Bank, acting through
its London branch, pursuant to the Trust Deed (as defined herein).
The Final Terms (as defined below) for each Tranche (as defined on page 77 below) of Notes will state whether the Notes of such Tranche are to be (i) senior Notes
which, in the case of Notes issued by BES Finance, will be guaranteed on an unsubordinated basis ("Senior Notes"), (ii) dated subordinated Notes which, in the
case of Notes issued by BES Finance, will be guaranteed on a subordinated basis ("Dated Subordinated Notes"), (iii) undated subordinated Notes which, in the
case of Notes issued by BES Finance, will be guaranteed on a subordinated basis ("Undated Subordinated Notes") or (iv) undated deeply subordinated Notes
("Undated Deeply Subordinated Notes"), which may be issued by the Bank acting through its head office only.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 20,000,000,000 or such greater amount
as may be agreed from time to time in accordance with the terms of the Programme Agreement (or its equivalent in other currencies calculated as described herein).
The Notes may be issued on a continuing basis to one or more of the Dealers specified on pages 5 and 6 and any additional Dealer appointed under the Programme
from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). References in this Prospectus
to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase
such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg
Act dated 10th July, 2005 on prospectuses for securities to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock
Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official
List of the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes
and any other terms and conditions not contained herein which are applicable to each Tranche of Notes will be set forth in the final terms (the "Final Terms")
which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be filed with the CSSF.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed
between the relevant Issuer, and the relevant Dealer. Each Issuer may also issue unlisted Notes.
In the case of Notes held through Interbolsa-Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ("Interbolsa'')
(each an "Interbolsa Note'') the Notes of each Tranche will be in book-entry form (forma escritural) and can be either registered Notes (nominativas) or bearer
Notes (ao portador), as specified in the applicable Final Terms. The Notes of each Tranche (other than Interbolsa Notes) will be in bearer form. Bearer Notes other
than Interbolsa Notes will (unless otherwise specified in the applicable Final Terms) initially be represented by a temporary global Note, which may be in new
global note form, which will be exchangeable either for interests in a permanent global Note or for definitive Notes, as indicated in the applicable Final Terms, all
as further described in "Form of the Notes" below.
The relevant Issuer, the Bank, acting through its London branch, (where the relevant Issuer is BES Finance) and (in respect of Notes other than Interbolsa Notes)
the Trustee may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a
supplement to this Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
Any person (an "Investor") intending to acquire or acquiring any securities from any person (an "Offeror") should be aware that, in the context of an offer to the public
as defined in the Prospectus Directive, the relevant Issuer may be responsible to the Investor for the Prospectus only if the relevant Issuer has authorised that Offeror
to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in association with the relevant Issuer. If
the Offeror is not authorised by the relevant Issuer, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of
Article 6 of the Prospectus Directive as implemented by the national legislation of each EEA Member State in the context of the offer to the public, and, if so, who
that person is. If the Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice.
Arranger
HSBC
Dealers
BANCA IMI
BANCO ESPÍRITO SANTO
BARCLAYS CAPITAL
BNP PARIBAS
BofA MERRILL LYNCH
CITI
COMMERZBANK
CRÉDIT AGRICOLE CIB
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
LANDESBANK BADEN - WÜRTTEMBERG
MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC
MORGAN STANLEY
NOMURA INTERNATIONAL
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
UNICREDIT BANK
The date of this Prospectus is 3rd November, 2010.


This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC
(the "Prospectus Directive").
RESPONSIBILITY STATEMENT
A4.1.1
A4.1.2
Each of BES Finance and the Bank accepts responsibility for the information contained in this A5.1.1
Prospectus. To the best of the knowledge of BES Finance and the Bank (each having taken all A5.1.2
reasonable care to ensure that such is the case), the information contained in this Prospectus is in A11.1.1
accordance with the facts and does not omit anything likely to affect the import of such information. A11.1.2
A12.1.1
A12.1.2
Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus
in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers and the persons (if any) named in or identifiable in accordance with
the applicable Final Terms as an Authorised Offeror, as the case may be.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR
WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR
WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN
PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE,
ALLOCATION AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY
TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN
CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS
PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE
INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE
PROVISION OF SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY TO AN
INVESTOR IN RESPECT OF SUCH INFORMATION.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be
read and construed on the basis that such documents are incorporated and form part of this
Prospectus.
Neither the Dealers nor the Trustee have separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness
of the information contained in this Prospectus or any other information provided by BES Finance or
the Bank in connection with the Programme or the Notes or their distribution. The statements made
in this paragraph are made without prejudice to the responsibility of BES Finance and the Bank under
the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection
with the Programme or the Notes and, if given or made, such information or representation must not
be relied upon as having been authorised by BES Finance, the Bank, the Trustee or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered
as a recommendation or constituting an invitation or offer by BES Finance, the Bank, the Trustee or
any of the Dealers that any recipient of this Prospectus or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of BES Finance and/or the Bank.
The delivery of this Prospectus does not at any time imply that the information contained herein
concerning BES Finance and/or the Bank is correct at any time subsequent to the date hereof or that
any other information supplied in connection with the Programme is correct as of any time subsequent
to the date indicated in the document containing the same. The Dealers and the Trustee expressly do
2


not undertake to review the financial condition or affairs of BES Finance or the Bank during the life
of the Programme.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law
in certain jurisdictions. BES Finance, the Bank, the Trustee and the Dealers do not represent that this
document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with
any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, unless specifically indicated to the contrary in the applicable Fund Terms, no
action has been taken by BES Finance, the Bank, the Trustee or the Dealers which is intended to
permit a public offering of any Notes outside Luxembourg or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations and the Dealers have represented that all offers
and sales by them will be made on the same terms. Persons into whose possession this Prospectus or
any Notes come must inform themselves about, and observe, any such restrictions. In particular, there
are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States,
the European Economic Area (including the United Kingdom and Portugal), Japan and the Cayman
Islands (see "Subscription and Sale" below).
This Prospectus has been prepared on the basis that, except to the extent sub- paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending
to make an offer in that Relevant Member State of Notes which are the subject of an offering
contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may
only do so (i) in circumstances in which no obligation arises for the Issuers or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for
such offer has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in
that Relevant Member State and (in either case) published, all in accordance with the Prospectus
Directive, provided that any such prospectus has subsequently been completed by applicable Final
Terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus
Directive in that Relevant Member State and such offer is made in the period beginning and ending
on the dates specified for such purpose in such prospectus or applicable Final Terms, as applicable.
Except to the extent sub-paragraph (ii) above may apply, neither Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuers or any Dealer to publish or supplement a prospectus for such offer.
The Notes have not been and will not be registered under the United States Securities Act 1933, as
amended (the "Securities Act"), and 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 U.S. persons (see
"Subscription and Sale" below).
All references in this document to "U.S. dollars" and "U.S.$" refer to United States dollars, those to
"Sterling", and "£" refer to pounds sterling, and those to "Euro", "EUR" and "" refer to the
currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the European Union, as amended.
No invitation may be made to the public in the Cayman Islands to subscribe for the Notes.
3


TABLE OF CONTENTS
Page
Summary
5
Risk Factors
15
General Description of the Programme
36
Documents Incorporated by Reference
37
Form of the Notes
39
Applicable Final Terms
42
Applicable Final Terms
60
Terms and Conditions of the Notes (other than Undated Deeply Subordinated Notes)
76
Terms and Conditions of the Undated Deeply Subordinated Notes
170
Use of Proceeds
202
BES Finance Ltd.
203
Banco Espírito Santo, S.A. and BES Group
208
Taxation
261
Subscription and Sale
277
General Information
281
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes 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 a Stabilising Manager) 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 of Notes is made and, if begun, may be
ended at any time, but it 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.
Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s)
(or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.
4


SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in any
Notes should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the Prospectus
Directive in each Member State of the European Economic Area no civil liability will attach to the
Responsible Persons in any such Member State in respect of this Summary, including any translation
hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of
this Prospectus. Where a claim relating to information contained in this Prospectus is brought before
a court in a Member State of the European Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is brought, be required to bear the costs of translating
the Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes (other than
Undated Deeply Subordinated Notes)" and "Terms and Conditions of the Undated Deeply Subordinated
Notes" (together the "Terms and Conditions of the Notes") shall have the same meanings in this summary.
Issuers:
BES Finance Ltd., a Cayman Islands incorporated finance
subsidiary of Banco Espírito Santo, S.A.
Banco Espírito Santo, S.A., a Portuguese incorporated bank.
In acting as an Issuer in relation to an issue of Notes, the Bank may
specify that for the purpose of such issue it is acting through its head
office or its Madeira Free Trade Zone branch or its Cayman Islands
branch or its London branch.
BES Finance Ltd. may not issue Undated Deeply Subordinated
Notes.
The Bank may issue Undated Deeply Subordinated Notes through
its head office only.
Guarantor:
Banco Espírito Santo, S.A., a Portuguese incorporated bank.
In acting as a Guarantor in relation to an issue of Notes by BES
Finance, the Bank will be acting through its London branch.
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. There are also certain factors
that may affect the Guarantor's ability to fulfil its obligations under
the Guarantee. These are also set out under "Risk Factors" below. In
addition, there are certain factors which are material for the purpose
of assessing the market risks associated with Notes issued under the
Programme, see "Risk Factors".
Description:
Euro Medium Term Note Programme
Arranger:
HSBC Bank plc
Dealers:
Banca IMI S.p.A.
Banco Espírito Santo, S.A.
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Credit Suisse Securities (Europe) Limited
5


Deutsche Bank AG, London Branch
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Landesbank Baden-Württemberg
Merrill Lynch International
Mitsubishi UFJ Securities International plc
Morgan Stanley & Co. International plc
Nomura International plc
Société Générale
The Royal Bank of Scotland plc
UBS Limited
UniCredit Bank AG
and any other Dealers appointed in accordance with the
Programme.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time (see "Subscription and
Sale" on page 277).
Notes having a maturity of less
Notes issued by BES Finance which have a maturity of less than
than one year:
one year will constitute deposits for the purposes of the prohibition
on accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 unless they are issued to a limited
class of professional investors and have a denomination of at least
£100,000 or its equivalent in other currencies.
Trustee:
The Bank of New York Mellon
Issuing and Principal Paying Agent: The Bank of New York Mellon, or, in the case of Interbolsa Notes,
the Portuguese Paying Agent
Portuguese Paying Agent:
Banco Espírito Santo, S.A.
Size:
Up to 20,000,000,000 (or its equivalent in other currencies
calculated as described on page 36) outstanding at any time. The
Issuers may increase the amount of the Programme in accordance
with the terms of the Programme Agreement (following the
production of a supplement to the Prospectus by the Issuers) and
any further or other documents required by the relevant Stock
Exchange for the purpose of listing any Notes to be issued on the
relevant Stock Exchange.
Distribution:
Notes may be distributed by way of private or public placement and
in each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, such
currencies as may be agreed between the relevant Issuer and the
relevant Dealer.
Redenomination:
The applicable Final Terms may provide that certain Notes may be
redenominated in euro. The relevant provisions applicable to any
such redenomination are contained in the relevant Terms and
Conditions of the Notes.
6


Maturities:
Such maturities as may be agreed between the relevant Issuer and
the relevant Dealer, subject to such minimum or maximum
maturities 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 Issuer and the Bank (where the Issuer is
BES Finance) or the relevant Specified Currency, provided that
Dated Subordinated Notes will have a minimum maturity of five
years and Undated Subordinated Notes and Undated Deeply
Subordinated Notes will have no fixed maturity.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
Undated Deeply Subordinated Notes may not be issued on a
partly-paid basis.
Form of Notes:
The Notes (other than Interbolsa Notes) will be in bearer form and
each Tranche will on issue be represented by a temporary global
Note which will be exchangeable either for interests in a permanent
global Note or for definitive Notes as indicated in the applicable
Final Terms. Permanent global Notes will be exchangeable for
definitive Notes upon either (i) not less than 60 days' written notice
from Euroclear Bank S.A./N.V. ("Euroclear") and/or Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") (acting on
the instructions of any holder of an interest in such permanent
global Note) to the Agent as described therein or (ii) only upon the
occurrence of an Exchange Event as described under "Form of the
Notes". A global Note representing Notes having denominations
consisting of a minimum Specified Denomination and one or more
higher Specified Denominations which are not an integral multiple
of such minimum Specified Denomination may only be exchanged
for definitive Notes upon an Exchange Event. Any interest in a
global Note will be transferable only in accordance with the rules
and procedures for the time being of Euroclear, Clearstream,
Luxembourg and/or any other agreed clearing system, as
appropriate.
Interbolsa Notes will be issued in book-entry form (forma
escritural) and can be either registered Notes (nominativas) or
bearer Notes (ao portador), as specified in the applicable Final
Terms and as further described under "Form of the Notes".
Interbolsa Notes may only be transferred in accordance with the
applicable procedures established by the Portuguese Securities
Code and the regulations issued by the Comissão do Mercado de
Valores Mobiliários (Portuguese Securities Market Commission,
the "CMVM") and Interbolsa.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be
agreed between the relevant Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day Count
Fraction as may be agreed between the relevant Issuer and the
relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(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 2006 ISDA
7


Definitions (as published by the International Swaps and
Derivatives Association, Inc., and as amended and updated as
at the Issue Date of the first Tranche of the Notes of the
relevant Series); or
(ii) on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or
(iii) on such other basis as may be agreed between the relevant
Issuer and the relevant Dealer,
in each case as indicated in the applicable Final Terms.
The Margin (if any) relating to such floating rate will be agreed
between the relevant Issuer and the relevant Dealer for each Series
of Floating Rate Notes.
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 or to changes
in the prices of securities or commodities or to such other factors as
the relevant Issuer and the relevant Dealer may agree (as indicated
in the applicable Final Terms).
Other provisions in relation to
Floating Rate Notes and Index Linked Interest Notes may also have
Floating Rate Notes and Index
a maximum interest rate, a minimum interest rate or both. Interest
Linked Interest Notes:
on Floating Rate Notes and Index Linked Interest Notes in respect
of each Interest Period, as agreed prior to issue by the relevant
Issuer and the relevant Dealer, will be payable on such Interest
Payment Dates, and will be calculated on the basis of such Day
Count Fraction, as may be agreed between the relevant Issuer and
the relevant Dealer.
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
the relevant Issuer and the relevant Dealer may agree (as indicated
in the applicable Final Terms). Interbolsa Notes may be Dual
Currency Notes provided the corresponding information necessary
for that purpose is made available by the Issuer or by the Portuguese
Paying Agent to Interbolsa, pursuant to the applicable Interbolsa
procedures.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Credit Linked Notes:
Amounts payable in respect of the Credit Linked Notes will be
determined on the basis of whether one or more specified credit
events occur in relation to a specified entity or entities.
Following the occurrence of such events, if Conditions to
Settlement are satisfied, the Credit Linked Notes will be redeemed,
and the relevant Issuer will, if Cash Settlement is specified as the
applicable Settlement Method in the applicable Final Terms, pay the
Credit Event Redemption Amount or, if Physical Delivery is
specified as the applicable Settlement Method in the applicable
Final Terms, Deliver the Deliverable Obligations comprising the
Asset Amount.
8


Where Auction Settlement is specified as the applicable Settlement
Method in the applicable Final Terms and an Auction Final Price
Determination Date occurs, the Auction Final Price will be
determined according to an auction procedure set out in the
applicable rules published by ISDA on its website at www.isda.org
(or any successor website thereto) from time to time and may be
amended from time to time.
If Auction Settlement is specified as the applicable Settlement
Method in the applicable Final Terms and a Credit Event
Determination Date occurs, the Credit Linked Notes will be
redeemed and the relevant Issuer will pay the Credit Event
Redemption Amount.
Prospective investors should review the "Terms and Conditions of
the Notes (other than Undated Deeply Subordinated Notes)" below
and the applicable Final Terms to ascertain whether and how such
provisions apply to the Credit Linked Notes.
Redemption:
The Final Terms relating to each Tranche of Notes will indicate
either that the Notes of such Tranche cannot be redeemed prior to
their stated maturity (other than in specified instalments (see
below), if applicable, or for taxation reasons or following an Event
of Default) or that such Notes will be redeemable at the option of
the relevant Issuer and/or the Noteholders upon giving not less than
30 nor more than 60 days' irrevocable notice (or such other notice
period (if any) as is indicated in the applicable Final Terms) to the
Noteholders or the relevant Issuer, as the case may be, on a date or
dates specified prior to such stated maturity and/or subject to certain
conditions (if any) and at a price or prices and on such terms as are
indicated in the applicable Final Terms.
Any early redemption of a Dated Subordinated Note, an Undated
Subordinated Note or an Undated Deeply Subordinated Note will
be subject to the prior consent of the Bank of Portugal.
The Final Terms may provide that Notes may be redeemable in two
or more instalments of such amounts and on such dates as are
indicated in the applicable Final Terms.
Denomination of Notes:
Notes will be issued in such denominations as may be agreed
between the relevant Issuer and the relevant Dealer and as indicated
in the applicable Final Terms save that the minimum denomination
of each Note admitted to trading on a European Economic Area
exchange and/or offered to the public in a Member State of the
European Economic Area in circumstances which require the
publication of a prospectus under the Prospectus Directive will be
1,000 (or, if the Notes are denominated in a currency other than
euro, the equivalent amount in such currency) or such higher
amount 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.
Taxation:
All payments in respect of the Notes will be made without
deduction for or on account of withholding taxes imposed within
any Relevant Tax Jurisdiction (as defined in Condition 7 of the
"Terms and Conditions of the Notes (other than Undated Deeply
9


Subordinated Notes)" and Condition 6 of the "Terms and
Conditions of the Undated Deeply Subordinated Notes"), subject as
provided in Condition 8 of the "Terms and Conditions of the Notes
(other than Undated Deeply Subordinated Notes)" and Condition 7
of the "Terms and Conditions of the Undated Deeply Subordinated
Notes").
Negative Pledge:
The terms of the Senior Notes will contain a negative pledge
provision as further described in Condition 3 relating to Senior
Notes. The terms of the Dated Subordinated Notes, the Undated
Subordinated Notes and the Undated Deeply Subordinated Notes
will contain no negative pledge.
Cross Default:
The terms of the Senior Notes will contain a cross default provision
as further described in Condition 10(A) relating to Senior Notes.
The terms of the Dated Subordinated Notes, the Undated
Subordinated Notes and the Undated Deeply Subordinated Notes
will contain no cross default provision.
Status of the Notes:
The Senior Notes and the relative Receipts and Coupons will
constitute direct, unconditional, unsecured (subject to the
provisions of Condition 3) and unsubordinated obligations of the
relevant Issuer and will rank pari passu with all present and future
unsecured and unsubordinated obligations of the relevant Issuer,
without any preference among themselves by reason of priority of
date of issue, currency of payment or otherwise, except for
obligations given priority by law.
The Dated Subordinated Notes and the relative Receipts and
Coupons will constitute direct, unsecured and subordinated
obligations of the relevant Issuer and will rank pari passu among
themselves and at least pari passu with all other present and future
dated subordinated obligations of the relevant Issuer, save for those
that have been accorded by law preferential rights. Without
prejudice to the foregoing, the Dated Subordinated Notes will, in
the event of a distribution of the assets in the dissolution or
liquidation of the relevant Issuer, rank senior to the share capital of
the relevant Issuer.
The Undated Subordinated Notes and the relative Receipts and
Coupons (if any) will constitute direct and unsecured obligations of
the relevant Issuer, subordinated as hereinafter referred to, and will
rank pari passu without any preference among themselves and at
least pari passu with all other present and future undated
subordinated obligations of the relevant Issuer, save for those that
have been accorded by law preferential rights. Without prejudice to
the foregoing, the Undated Subordinated Notes will, in the event of
a distribution of the assets in the dissolution or liquidation of the
relevant Issuer rank senior to the share capital of the relevant Issuer.
In order to allow each of the Issuers or the Bank to continue its
business activities (in accordance with the Bank of Portugal
Regulation 12/92 as amended), any amounts which would be
payable as principal or interest on the Undated Subordinated Notes,
will be available to meet the losses of the Issuer or of the Bank
provided: (a) that there has been (i) consumption of the whole of the
reserves and retained earnings; (ii) writing down of the ordinary
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