Obligation AXIA 7.1% ( XS0167957983 ) en USD

AXIA

100 % ▼

France

XS0167957983 ( en USD )

7.1% par an ( paiement semestriel )

07/05/2013 - Obligation échue

Prospectus brochure de l'obligation AXA XS0167957983 en USD 7.1%, échue

AXA est un groupe d'assurance et de gestion d'actifs français, présent dans le monde entier, offrant une large gamme de produits et services d'assurance, de gestion de patrimoine et d'investissement.

L'Obligation émise par AXIA ( France ) , en USD, avec le code ISIN XS0167957983, paye un coupon de 7.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/05/2013

OFFERING CIRCULAR
AXA
(incorporated as a soci´
et´
e anonyme `
a directoire et conseil de surveillance in France)
g3,000,000,000
Euro Medium Term Note Programme
On 27th July, 2001 AXA (the ``Issuer'') entered into a e3,000,000,000 Euro Medium Term Note Programme and issued an Offering
Circular on that date describing the Programme. This Offering Circular supersedes the previous offering circular prepared in
connection with the Programme. Any Notes (as defined below) issued under the Programme on or after the date of this Offering
Circular are issued subject to the provisions described herein.
Under this e3,000,000,000 Euro Medium Term Note Programme (the ``Programme''), AXA may from time to time issue notes (the
``Notes'') denominated in any currency agreed between the Issuer and the relevant Purchaser (as defined below).
Notes may be issued in bearer or registered form (respectively ``Bearer Notes'' and ``Registered Notes''). The maximum aggregate
nominal amount of all Notes from time to time outstanding under the Programme will not exceed e3,000,000,000 (or its equivalent in
other currencies calculated as described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under ``Summary of the Programme'' and any
additional Dealer appointed under the Programme from time to time by the Issuer (each a ``Dealer'' and together the ``Dealers''), which
appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular 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. Notes may also be issued to third parties other than Dealers. Any Dealer or such third parties to whom Notes are issued shall be
referred to herein as a ``Purchaser''.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months
from the date of this Offering Circular to be listed on 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 (as defined under ``Terms and Conditions of the Notes'') of Notes will be set out in a pricing
supplement (the ``Pricing Supplement'') which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered
to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and
the relevant Purchaser. The Issuer may also issue unlisted Notes. Application may also be made to have certain Series of Notes
accepted for trading in the Private Offerings, Resales and Trading through Automated Linkages System (``PORTAL'') of the National
Association of Securities Dealers, Inc.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the ``Securities Act'') and may
not be offered or sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities
Act or an exemption from the registration requirements of the Securities Act is available. See ``Form of the Notes'' for a description of
the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see ``Subscription and Sale
and Transfer and Selling Restrictions''.
The Programme will not be rated but issues of Notes under the Programme may be rated by Moody's Investors Service Limited
(``Moody's''), Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies Inc. (``Standard & Poor's'') or Fitch Ratings
Ltd (``Fitch'') on a case-by-case basis.
The Issuer may agree with any Purchaser that Notes may be issued in a form not contemplated by the Terms and Conditions of the
Notes herein, in which event (in the case of Notes intended to be listed on the Luxembourg Stock Exchange) a supplementary Offering
Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
Arranger
Deutsche Bank
Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
BNP PARIBAS
Deutsche Bank
Goldman Sachs International
Merrill Lynch International
UBS Warburg
The date of this Offering Circular is 13th September, 2002.

The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains or
incorporates all information with respect to the Issuer, the Issuer and its subsidiaries taken as a
whole and the Notes that is material in the context of the issuance and offering of Notes, that the
information contained or incorporated in this Offering Circular is true and accurate in all material
respects and is not misleading, that the opinions and intentions expressed in this Offering Circular
are honestly held and that there are no other facts the omission of which would, in the context of the
issuance and offering of its Notes, make this Offering Circular or any of such information or the
expression of any such opinions or intentions misleading in any material respect. The Issuer accepts
responsibility accordingly.
This Offering Circular 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 Offering
Circular shall be read and construed on the basis that such documents are incorporated and form part
of this Offering Circular.
The Dealers have not independently 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 as to the accuracy or completeness of the information contained or
incorporated in this Offering Circular or any other information provided by the Issuer in connection
with the Programme. No Dealer accepts any liability in relation to the information contained or
incorporated by reference in this Offering Circular or any other information provided by the Issuer in
connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Offering Circular 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 the Issuer or any of the Dealers.
Neither this Offering Circular 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 by the Issuer or any of the Dealers that any recipient
of this Offering Circular 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 the Issuer. Neither this Offering Circular nor any other information supplied in
connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on
behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes.
Persons into whose possession offering material comes must inform themselves about and
observe any such restrictions. This Offering Circular does not constitute, and may not be used for or
in connection with, an offer to any person to whom it is unlawful to make such offer or a solicitation
by anyone not authorised so to act.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained herein concerning the Issuer 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 expressly do not undertake to review the financial condition or affairs of the Issuer
during the life of the Programme or to advise any investor in the Notes of any information coming to
their attention. Investors should review, inter alia, the most recently published documents
incorporated by reference into this Offering Circular when deciding whether or not to purchase any
Notes.
This Offering Circular 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 Offering Circular and the offer or sale of Notes may be restricted
by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Offering Circular
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, no action has been taken by the Issuer or the Dealers which would permit a public offering
of any Notes or distribution of this document in any jurisdiction where action for that purpose is
2

required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering
Circular 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. Persons into whose possession this Offering Circular or any Notes may come must
inform themselves about, and observe, any such restrictions on the distribution of this Offering
Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of
this Offering Circular and the offer or sale of Notes in the United States, the United Kingdom, Japan,
France, The Netherlands and Germany, see ``Subscription and Sale and Transfer and Selling
Restrictions''.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or
delivered within the United States or its possessions or to United States persons, except in certain
transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings
given to them by the U.S. Internal Revenue Code and the regulations promulgated thereunder.
In making an investment decision, investors must rely on their own examination of the Issuer and
the terms of the Notes being offered, including the merits and risks involved. The Notes have not
been approved or disapproved by the United States Securities and Exchange Commission or any
other securities commission or other regulatory authority in the United States, nor have the foregoing
authorities approved this Offering Circular or confirmed the accuracy or determined the adequacy of
the information contained in this Offering Circular. Any representation to the contrary is unlawful.
Neither the Issuer, nor any of the Dealers makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes should
be able to bear the economic risk of an investment in the Notes for an indefinite period of time.
3

U.S. INFORMATION
This Offering Circular is being submitted on a confidential basis in the United States to a limited
number of QIBs (as defined under ``Form of the Notes'') for informational use solely in connection
with the consideration of the purchase of the Notes being offered hereby. Its use for any other
purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part
nor may it be distributed or any of its contents disclosed to anyone other than the prospective
investors to whom it is originally submitted.
Registered Notes may be offered or sold within the United States only to QIBs in transactions
exempt from registration under the Securities Act. Each U.S. purchaser of Registered Notes is hereby
notified that the offer and sale of any Registered Notes to it may be being made in reliance upon the
exemption from the registration requirements of the Securities Act provided by Rule 144A under the
Securities Act (``Rule 144A'').
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued
in registered form in exchange or substitution therefor (together ``Legended Notes'') will be deemed,
by its acceptance or purchase of any such Legended Notes, to have made certain representations
and agreements intended to restrict the resale or other transfer of such Notes as set out in
``Subscription and Sale and Transfer and Selling Restrictions''. Unless otherwise stated, terms used in
this paragraph have the meanings given to them in ``Form of the Notes''.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B
IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT
THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes
that are ``restricted securities'' within the meaning of the Securities Act, the Issuer has undertaken in a
deed poll dated 9th February, 2001 (the ``Deed Poll'') to furnish, upon the request of a holder of such
Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by
him, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the
time of the request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S.
Securities Exchange Act of 1934, as amended, (the ``Exchange Act'') nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of France. The majority of the officers and
directors named herein reside outside the United States and all or a substantial portion of the assets
of the Issuer and of such officers and directors are located outside the United States. As a result, it
may not be possible for investors to effect service of process outside France upon the Issuer or such
persons, or to enforce judgments against them obtained in courts outside France predicated upon
civil liabilities of the Issuer or such directors and officers under laws other French law, including any
judgment predicated upon United States federal securities laws. The Issuer has been advised that, if
an original action is brought in France, based solely upon the U.S. Federal Securities laws, French
courts may not have the requisite jurisdiction to grant the remedies sought and that actions for
enforcement of judgments of United States courts, rendered against the French persons referred to
above, would require these French persons to waive their rights under Article 15 of the French Civil
Code to be sued only in France. Axa believes that these French persons have not waived this right.
4

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The Issuer previously maintained its financial books and records and prepared its financial
statements in French francs and since the beginning of the 1999 financial year, maintains such
financial books and records and prepares such financial statements in Euro, both in accordance with
generally accepted accounting principles in France (``French GAAP'') which differ in certain important
respects from generally accepted accounting principles in the United States (``U.S. GAAP''). For a
discussion of the principal differences between French GAAP and U.S. GAAP as they relate to the
Issuer, see ``Summary of material differences between French GAAP and U.S. GAAP'' as set out in the
Annual Report on Form 20-F of the Issuer incorporated herein by reference.
All references in this document to ``U.S. dollars'', ``U.S.$'' and ``$'' refer to the currency of the
United States of America, to ``French francs'' and ``FF'' refer to the currency of France, to ``Sterling''
and ``£'' refer to the currency of the United Kingdom, to ``Swiss francs'' refers to the currency of
Switzerland, to ``Japanese yen'' refers to the currency of Japan, to ``Australian dollars'' refers to the
currency of Australia, to ``New Zealand dollars'' refers to the currency of New Zealand and to ``euro''
and ``e'' refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty establishing the European Community, as amended by the
treaty on European Union.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents published or issued from time to time after the date hereof shall be
deemed to be incorporated in, and to form part of, this Offering Circular:
1.
the most recently published audited consolidated and non-consolidated (comptes sociaux)
annual financial statements and, if published later, the most recently published interim
consolidated financial statements of the Issuer and other published unaudited interim
financial information, see ``General Information'' for a description of the financial statements
currently published by the Issuer;
2.
all supplements or amendments to this Offering Circular circulated by the Issuer from time
to time; and
3.
the Annual Report on Form 20-F of the Issuer for the year ended 31 December, 2001 which
was filed on 28th June, 2002 by the United States Securities and Exchange Commission
(the ``SEC'') under No. 1-14410, any subsequent Forms 20-F filed with the SEC after the date
hereof and any Form 6-Ks furnished by the Issuer to the SEC after the date hereof,
save that any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purpose of this Offering
Circular to the extent that a statement contained in any such subsequent document which is deemed
to be incorporated by reference herein modifies or supersedes such earlier statement (whether
expressly, by implication or otherwise). Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Offering Circular.
The Issuer will provide, without charge, to each person to whom a copy of this Offering Circular
has been delivered, upon the request of such person, a copy of any or all of the documents deemed
to be incorporated herein by reference unless such documents have been modified or superseded as
specified above. Requests for such documents should be directed to the Issuer at its office set out at
the end of this Offering Circular. In addition, such documents will be available free of charge from the
principal office in Luxembourg of BNP Paribas (the ``Luxembourg Listing Agent'') for Notes listed on
the Luxembourg Stock Exchange.
The 2001 Annual Report (in English and in French) of the Issuer is available on the AXA web site:
www.axa.com.
The Issuer will, in connection with the listing of the Notes on the Luxembourg Stock Exchange,
so long as any Note remains outstanding and listed on such exchange, in the event of there being any
significant new factor capable of affecting the assessment of the Notes which is not reflected in this
Offering Circular, prepare a supplement to this Offering Circular or publish a new Offering Circular for
use in connection with any subsequent issue of the Notes to be listed on the Luxembourg Stock
Exchange.
If the terms of the Programme are modified or amended in a manner which would make this
Offering Circular, as so modified or amended, inaccurate or misleading, a new offering circular will be
prepared.
5

TABLE OF CONTENTS
Page
General Description of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Summary of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Form of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Capitalisation of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Selected Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Description of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
Book-Entry Clearance Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Subscription and Sale and Transfer and Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . .
70
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any)
disclosed as the stabilising manager or any person acting for him in the applicable Pricing
Supplement may over-allot or effect transactions with a view to supporting the market price of the
Notes of the Series (as defined below) of which such Tranche forms part 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 manager or any agent of his to do so. Such stabilising, if commenced,
may be discontinued at any time and must be brought to an end after a limited period. Such
stabilising may include the purchase of Notes to support their market price, the purchase of Notes to
cover some or all of a short position in the Notes maintained by the stabilising manager and the
imposition of penalty bids. For a description of these activities, see ``Subscription and Sale and
Transfer and Selling Restrictions''.
6

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time Issue Notes denominated in any
currency, subject as set out herein. A summary of the terms and conditions of the Programme and the
Notes appears below. The applicable terms of any Notes will be agreed between the Issuer and the
relevant Purchaser prior to the Issue of the Notes and will be set out in the Terms and Conditions of
the Notes endorsed on, attached to, or incorporated by reference into, the Notes, as modified and
supplemented by the applicable Pricing Supplement attached to, or endorsed on, such Notes, as
more fully described under ``Form of the Notes'' below.
This Offering Circular and any supplement will only be valid for listing Notes on the Luxembourg
Stock Exchange during the period of 12 months from the date of this Offering Circular in an aggregate
nominal amount which, when added to the aggregate nominal amount then outstanding of all Notes
previously or simultaneously issued under the Programme, does not exceed e3,000,000,000 or its
equivalent in other currencies. For the purpose of calculating the euro equivalent of the aggregate
nominal amount of Notes issued under the Programme from time to time:
1.
the euro equivalent of Notes denominated in another Specified Currency (as defined under
``Form of the Notes'') shall be determined, at the discretion of the Issuer, either as of the date
on which agreement is reached for the issue of Notes or on the preceding day on which
commercial banks and foreign exchange markets are open for business in Luxembourg and
London, in each case on the basis of the spot rate for the sale of the euro against the
purchase of such Specified Currency in a foreign exchange market in the Euro-zone quoted
by any leading international bank selected by the Issuer on the relevant day of calculation;
2.
the euro equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each
as defined under ``Form of the Notes'') shall be calculated in the manner specified above by
reference to the original nominal amount on Issue of such Notes (in the case of Partly Paid
Notes regardless of the subscription price paid); and
3.
the euro equivalent of Zero Coupon Notes (as defined under ``Form of the Notes'') and other
Notes Issued at a discount or a premium shall be calculated in the manner specified above
by reference to the net proceeds received by the Issuer for the relevant issue.
In these Conditions, ``Euro-zone'' means the region comprised of member states of the European
Union that adopt the single currency in accordance with the Treaty establishing the European
Community, as amended by the treaty on European Union.
7

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in
``Form of the Notes'' and ``Terms and Conditions of the Notes'' below shall have the same meanings
in this summary.
Issuer:
AXA
Description:
Euro Medium Term Note Programme
Arranger:
Deutsche Bank AG London
Initial Dealers:
Banco Bilbao Vizcaya Argentaria S.A.
BNP PARIBAS
Deutsche Bank AG London
Goldman Sachs International
Merrill Lynch International
UBS AG, acting through its business group UBS Warburg and any other
Dealers appointed in accordance with the Programme Agreement.
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 and
Transfer and Selling Restrictions'') including the following restrictions
applicable at the date of this Offering Circular.
Swiss Francs
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 8th
November, 1934 (as amended) and article 15 of the Federal Law on
Stock Exchanges and Securities Trading of 24th March, 1995 in
connection with article 2, paragraph 2 of the Ordinance of the Federal
Banking Commission on Stock Exchanges and Securities Trading of 2nd
December, 1996. Under the said regulations, the relevant Dealer or, in
the case of a syndicated Issue, the lead manager (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
pursuant to the Federal Law on Stock Exchanges and Securities Trading
of 24th March, 1995. The Swiss Dealer must report certain details of the
relevant transaction to the Swiss National Bank no later than the Issue
Date of the relevant Notes.
Notes with a maturity of less than one year
Notes having a maturity of less than one year will, if the proceeds of the
issue are accepted in the United Kingdom, 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 (see ``Subscription and Sale'').
8

Issuing and Principal
BNP Paribas Securities Services, Luxembourg Branch
Paying Agent:
Registrar:
BNP Paribas Securities Services, Luxembourg Branch
Programme Size:
Up to e3,000,000,000 (or its equivalent in other currencies) calculated as
described under ``General Description of the Programme'' outstanding
at any time. The Issuer may increase the amount of the Programme in
accordance with the terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement (outside
France) and in each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, any currency
agreed between the Issuer and the relevant Purchaser.
Redenomination:
The applicable Pricing Supplement may provide that certain Notes may
be redenominated in euro. The relevant provisions applicable to any
such redenomination are contained in Condition 4.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Purchaser(s), 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 Issuer or
the relevant Specified Currency.
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. Special
tax rules may apply to Notes which are issued at a discount to par, see
``Taxation''.
Form of Notes:
The Notes will be issued in bearer or registered form as described in
``Form of the Notes''. Registered Notes will not be exchangeable for
Bearer Notes and vice versa.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Purchaser and on redemption, and
will be calculated on the basis of such Day Count Fraction as may be
agreed between the Issuer and the relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
1.
on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or
2.
on such other basis as may be agreed between the Issuer and the
relevant Purchaser.
The margin (if any) relating to such floating rate will be agreed between
the Issuer and the relevant Purchaser 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 Issuer and the
relevant Purchaser may agree.
Other provisions in
Floating Rate Notes and Index Linked Interest Notes may also have a
relation to Floating Rate
maximum interest rate, a minimum interest rate or both.
Notes and Index Linked
Interest on Floating Rate Notes and Index Linked Interest Notes in
Interest Notes:
respect of each Interest Period, as agreed prior to issue by the Issuer
and the relevant Purchaser, 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 Issuer and the relevant Purchaser.
9

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 Issuer and
the relevant Purchaser may agree.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Redemption:
The applicable Pricing Supplement will indicate either that the relevant
Notes cannot be redeemed prior to their stated maturity (other than in
specified instalments, if applicable, or for taxation reasons or following
an Event of Default) or that such Notes will be redeemable at the option
of the Issuer and/or the Noteholders upon giving notice to the
Noteholders or the Issuer, as the case may be, on a date or dates
specified prior to such stated maturity and at a price or prices and on
such other terms as may be agreed between the Issuer and the relevant
Purchaser.
The applicable Pricing Supplement 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 Pricing Supplement.
Notes having a maturity of less than one year from the date of issue may
be subject to restrictions on their denomination and distribution, see
``Certain Restrictions--Notes with a maturity of less than one year''
above.
Redemption for taxation
The Notes may, and in certain circumstances shall, be redeemed for
reasons:
taxation reasons, all as more fully described in Condition 7(b).
Optional Redemption of
The applicable Pricing Supplement may provide that Notes may be
Notes for non-
redeemed at the option of the Issuer if interest payable under the Notes
deductability of interest:
is no longer tax-deductible by the Issuer in France, all as more fully
described in Condition 7(b).
Optional Redemption of
The applicable Pricing Supplement may provide that Notes may be
Subordinated Notes due
redeemed at the option of the Issuer following the occurrence of a
to a Regulatory Event:
Regulatory Event, all as more fully described in Condition 7(e).
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between
the Issuer and the relevant Dealer save that 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, see ``Certain
Restrictions--Notes with a maturity of less than one year'' above.
Taxation:
The Notes being issued outside France, interest and other revenues in
respect of the Notes benefit from the exemption provided for in
Article 131 quater of the Code G´
en´
eral des Imp^
ots (French General Tax
Code) from deduction of tax at source as provided in Condition 8.
Accordingly, such payments do not give the right to any tax credit from
any French source. In the event that any such deduction is made, the
Issuer will, save in certain limited circumstances provided in Condition
8 and to the fullest extent then permitted by law, be required to pay
additional amounts to cover the amounts so deducted.
Cross Default:
The terms of the Senior Notes will contain a cross default provision as
further described in Condition 10.
Negative Pledge:
None
Status of the Senior
The Senior Notes will constitute direct, unconditional, unsubordinated
Notes:
and unsecured obligations of the Issuer, all as more fully described in
Condition 3.
10