Bond HSBC France Société 3.375% ( FR0010849174 ) in EUR

HSBC France Société

100 % ▼

France

FR0010849174 ( in EUR )

3.375% per year ( payment 1 time a year)

20/01/2017 - Bond has expired

Prospectus brochure of the bond HSBC France FR0010849174 in EUR 3.375%, expired

50 000 EUR

1 500 000 000 EUR

HSBC France is a subsidiary of HSBC Holdings plc, offering a range of banking and financial services to personal and corporate clients in France.

HSBC France's EUR 1,500,000,000 3.375% bond (ISIN: FR0010849174), issued in France, matured on January 20, 2017, with a minimum trading size of EUR 50,000 and has been redeemed at 100%.

Base Prospectus dated 7 December 2010
HSBC Covered Bonds (France)
(duly licensed French credit institution)
8,000,000,000
COVERED BOND PROGRAMME
Under the Covered Bond Programme described in this Base Prospectus (the "Programme"), HSBC Covered Bonds (France) (the "Issuer"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue covered bonds to be governed by French
law or German law (the "Covered Bonds"). The German law Covered Bonds will benefit from the same security and rights as the French
law Covered Bonds.
The aggregate nominal amount of the Covered Bonds outstanding will not at any time exceed 8,000,000,000 (or its equivalent in other
currencies) at the date of issue.
Application has been made to the Commission de surveillance du secteur financier (the "CSSF") for approval of this Base Prospectus in its
capacity as competent authority in Luxembourg under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 which
implements Directive 2003/71/EC dated 4 November 2003 in Luxembourg. Application may be made to the Luxembourg Stock Exchange
for the Covered Bonds (except the German law Covered Bonds) issued under the Programme to be listed on the Official List of the
Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange during a period of twelve
(12) months after the date of this Base Prospectus. The regulated market of the Luxembourg Stock Exchange is a Regulated Market for the
purposes of Directive 2004/39/EC dated 21 April 2004. Covered Bonds (except the German law Covered Bonds) issued under the
Programme may also be unlisted or listed and admitted to trading on any other market, including any other Regulated Market in any member
state of the European Economic Area ("EEA"). The relevant final terms (a form of which is contained herein) in respect of the issue of any
French law Covered Bonds (the "Final Terms") will specify whether or not such Covered Bonds will be listed and admitted to trading on
any market and, if so, the relevant market. The German law Covered Bonds will not be admitted to trading nor listed on any stock exchange.
French law Covered Bonds may be issued either in dematerialised form ("Dematerialised Covered Bonds") or in materialised form
("Materialised Covered Bonds") as more fully described herein.
Dematerialised Covered Bonds will at all times be in book entry form in compliance with Articles L.211-3 et seq. of the French Monetary
and Financial Code (Code monétaire et financier). No physical documents of title will be issued in respect of the Dematerialised Covered
Bonds.
Dematerialised Covered Bonds may, at the option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in the
books of Euroclear France (acting as central depositary) which shall credit the accounts of the Account Holders (as defined in "Terms and
Conditions of the French law Covered Bonds - Form, Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V.
("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), or (ii) in registered form
(au nominatif) and, in such a latter case, at the option of the relevant Bondholder (as defined in "Terms and Conditions of the French law
Covered Bonds - Form, Denomination, Title and Redenomination"), in either fully registered form (au nominatif pur), in which case they
will be inscribed in an account maintained by the Issuer or by a registration agent (appointed in the relevant Final Terms) for the Issuer, or in
administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders
designated by the relevant Bondholder.
Materialised Covered Bonds 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 relation to Materialised
Covered Bonds. Such Temporary Global Certificate will subsequently be exchanged for definitive Materialised Covered Bonds with, where
applicable, coupons for interest or talons attached (the "Definitive Materialised Covered Bonds"), on or after a date expected to be on or
about the fortieth (40th) day after the issue date of the Covered Bonds (subject to postponement as described in "Temporary Global
Certificate in respect of Materialised Covered Bonds") upon certification as to non-U.S. beneficial ownership as more fully described
herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Terms and Conditions of the French law Covered
Bonds") intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common
depositary for Euroclear and 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(s) (as defined below). In the case of a Tranche which is not intended to be cleared through
Euroclear and/or Clearstream, Luxembourg, the Covered Bonds of such Tranche cannot be listed on the Official List of the Luxembourg
Stock Exchange and traded on the Regulated Market of the Luxembourg Stock Exchange.
Covered Bonds issued under the Programme are expected on issue to be rated Aaa by Moody's Investors Service ("Moody's") and AAA by
Standard & Poor's Ratings Services ("S&P"). 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.
See "Risk Factors" below for certain information relevant to an investment in the Covered Bonds to be issued under the
Programme.
ARRANGER
HSBC
PERMANENT DEALER
HSBC

2
This Base Prospectus (together with all supplements thereto from time to time), constitutes a base
prospectus for the purposes of Article 5.4 of the Directive 2003/71/EC of the European Parliament and of
the Council dated 4 November 2003 (the "Prospectus Directive") and contains or incorporates by
reference all relevant information concerning the Issuer which is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer, as well as the base terms and conditions of the Covered Bonds (except the German law Covered
Bonds) to be issued under the Programme. The terms and conditions applicable to each Tranche (as
defined in "General Description of the Programme") not contained or incorporated by reference herein
(including, without limitation, the aggregate nominal amount, issue price, redemption price thereof, and
interest, if any, payable thereunder) will be determined by the Issuer and the relevant Dealer(s) at the time
of the issue and will be set out in the relevant Final Terms.
This Base Prospectus is to be read and construed in conjunction with any document and/or information
which is incorporated herein by reference in accordance with Article 15 of the Loi relative aux prospectus
pour valeurs mobilières dated 10 July 2005 implementing the Prospectus Directive in Luxembourg and
Article 28 of the European Commission Regulation N°809/2004 dated 29 April 2004 (see "Documents
incorporated by Reference" below) as well as, in relation to any Tranche of Covered Bonds, with the
relevant Final Terms.
This Base Prospectus (together with all supplements thereto from time to time) may only be used for the
purposes for which it has been published.
The Arranger and the Dealers have not separately verified the information contained or incorporated by
reference in this Base Prospectus. Neither the Arranger nor the Dealers make any representation, express
or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information in this Base Prospectus. Neither this Base Prospectus nor any other information supplied in
connection with the Programme (including any information incorporated by reference) is intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by
any of the Issuer, the Arranger or the Dealers that any recipient of this Base Prospectus or any other
financial statements should purchase the Covered Bonds. Each prospective investor in Covered Bonds
should determine for itself the relevance of the information contained or incorporated by reference in this
Base Prospectus and its purchase of Covered Bonds should be based upon such investigation as it deems
necessary. Neither the Arranger nor the Dealers undertake to review the financial condition or affairs of
the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or prospective investor in the Covered Bonds of any information that may come to the attention
of the Dealers or the Arranger.
No person is or has been authorised to give any information or to make any representation other than
those contained or incorporated by reference in this Base Prospectus in connection with the issue or sale of
the Covered Bonds and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer, the Arranger or the Dealers (as defined in "General Description of
the Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith
shall, under any circumstances, create any implication that there has been no change in the affairs of the
Issuer since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer since the
date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of Covered Bonds in certain jurisdictions
may be restricted by law. The Issuer, the Arranger and the Dealers do not represent that this Base
Prospectus may be lawfully distributed, or that any Covered Bonds 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, the Arranger or the Dealers which is
intended to permit a public offering of any Covered Bonds or distribution of this Base Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Covered Bond may be offered or
sold, directly or indirectly, and neither this Base Prospectus nor any 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 Base Prospectus or any Covered Bonds

3
may come must inform themselves about, and observe, any such restrictions on the distribution of this
Base Prospectus and the offering and sale of Covered Bonds. In particular, there are restrictions on the
distribution of this Base Prospectus and the offer or sale of Covered Bonds in the United States of
America, Japan and the European Economic Area (including France, Italy, the Netherlands and the
United Kingdom).
This Base Prospectus has not been submitted to the clearance procedures of the French Autorité des
marchés financiers.
The Covered Bonds have not been and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons as defined in Regulation S under the Securities Act ("Regulation S").
The Covered Bonds may include Materialised Covered Bonds in bearer form that are subject to U.S. tax
law requirements. Subject to certain exceptions, the Covered Bonds may not be offered or sold or, in the
case of Materialised Covered Bonds in bearer form, delivered within the United States or, in the case of
certain Materialised Covered Bonds in bearer form, to, or for the account or benefit of, United States
persons as defined in the U.S. Internal Revenue Code of 1986, as amended. The Covered Bonds are being
offered and sold outside the United States of America to non-U.S. persons in reliance on Regulation S.
For a description of these and certain further restrictions on offers, sales and transfers of Covered Bonds
and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Arranger or the Dealers to subscribe for, or purchase, any Covered Bonds.
In connection with the issue of any Tranche, the Dealer(s) (if any) named as the stabilising manager(s) (the
"Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Covered Bonds or effect transactions with a view to supporting the market
price of the Covered Bonds 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 final terms of the offer of the relevant Tranche is made and, if begun, may be
ended at any time, but it must end no later than the earlier of thirty (30) days after the issue date of the
relevant Tranche and sixty (60) days after the date of the allotment of the relevant Tranche. Any
stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.
None of the Arranger, the Dealers or the Issuer makes any representation to any prospective investor on
the Covered Bonds regarding the legality of its investment under any applicable laws. Any prospective
investor in the Covered Bonds should be able to bear the economic risk of an investment in the Covered
Bonds for an indefinite period of time.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "euro" or "EUR" are to the lawful currency of the member states of the European Union that
have adopted the single currency in accordance with the Treaty establishing the European Community, as
amended by the Treaty on European Union and as amended by the Treaty of Amsterdam, references
to "£", "pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom, references
to "$", "USD" and "US Dollar" are to the lawful currency of the United States of America, references
to "¥", "JPY" and "Yen" are to the lawful currency of Japan and references to "CHF" and
"Swiss Francs" are to the lawful currency of Switzerland.
In this Base Prospectus, any references to "euro equivalent" means the euro equivalent amount of the
relevant amount denominated in the Specified Currency (as defined in section "Terms and Conditions of
the French Law Covered Bonds"), being specified that, if the Issuer and the Borrower have entered into
any Hedging Side Agreement (as defined in section "Hedging Strategy") which specifies a foreign
exchange rate, the "euro equivalent" shall be calculated using such foreign exchange rate.

4
TABLE OF CONTENTS
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ............5
GENERAL DESCRIPTION OF THE PROGRAMME....................................................................................6
RISK FACTORS ................................................................................................................................................16
STRUCTURE DIAGRAM PRINCIPAL PROGRAMME PARTIES ........................................................33
DOCUMENTS INCORPORATED BY REFERENCE...................................................................................35
SUPPLEMENT TO THE BASE PROSPECTUS ............................................................................................37
TERMS AND CONDITIONS OF THE FRENCH LAW COVERED BONDS ............................................38
USE OF PROCEEDS .........................................................................................................................................69
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED COVERED
BONDS.......................................................................................................................................................70
THE ISSUER ......................................................................................................................................................72
THE ISSUER SECURITY .................................................................................................................................91
THE BORROWER AND THE BORROWER FACILITY AGREEMENT .................................................96
THE BORROWER COLLATERAL SECURITY ........................................................................................101
ASSET MONITORING ...................................................................................................................................110
CASH FLOW ....................................................................................................................................................122
ORIGINATION OF THE HOME LOANS ....................................................................................................126
THE HEDGING STRATEGY.........................................................................................................................128
FORM OF FINAL TERMS .............................................................................................................................132
TAXATION.......................................................................................................................................................150
SUBSCRIPTION AND SALE .........................................................................................................................153
GENERAL INFORMATION ..........................................................................................................................157
INDEX OF DEFINED TERMS.......................................................................................................................159

5
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS
HSBC Covered Bonds (France) accepts responsibility for the information contained in this document. To the best
of its knowledge (having taken all reasonable care to ensure that such is the case), the information contained or
incorporated by reference in this Base Prospectus is in accordance with the facts and contains no omission likely
to affect its import.
HSBC Covered Bonds (France)
15, rue Vernet
75008 Paris
France
Represented by:
Matthieu Kiss
Président du Conseil d'Administration
And by: Hervé Akoun
Directeur Général

6
GENERAL DESCRIPTION OF THE PROGRAMME
Words and expressions defined in the section entitled "Terms and Conditions of the French law Covered
Bonds" below shall have the same meanings in this general description. The expression "Covered Bonds"
includes the German law Covered Bonds to the extent permitted by the terms and conditions applicable
thereto.
1.
COVERED BONDS
Issuer:
HSBC Covered Bonds (France), duly licensed French credit institution.
Arranger:
HSBC France
Dealers:
HSBC France
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 (1) or more Tranches or in respect of the whole
Programme. References in this Base Prospectus to "Permanent Dealer"
are to the person listed above as Dealer and to such additional persons
that are appointed as dealers in respect of the whole Programme (and
whose appointment has not been terminated) and references to "Dealers"
are to the Permanent Dealer and all persons appointed as a dealer in
respect of one (1) or more Tranches.
At the date of this Base Prospectus, 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 Covered
Bonds denominated in Euro and (b) as lead manager of issues of Covered
Bonds denominated in Euro issued on a syndicated basis.
Description:
Covered Bond Programme.
Programme Limit:
Up to 8,000,000,000 (or the equivalent in other currencies at the date of
issue) aggregate nominal amount of Covered Bonds outstanding at any
one (1) time.
Fiscal Agent, Principal
Paying Agent, Paris
Paying Agent and
Calculation Agent in
respect of the French
law Covered Bonds:
BNP Paribas Securities Services
Listing Agent in
respect of the French
law Covered Bonds:
BNP Paribas Securities Services, Luxembourg Branch
Method of Issue:
The Covered Bonds are issued outside France and may be distributed on a
syndicated or non-syndicated basis. The Covered Bonds will be issued in
series (each a "Series").
Tranche:
Each Series of Covered Bonds may be issued in tranches (each a
"Tranche") on the same or different issue dates.

7
Maturities:
Subject to compliance with all relevant laws, regulations and directives,
the Covered Bonds may have any maturity as specified in the relevant
final terms (the "Final Terms"), subject to such minimum maturity as
may be required by the applicable legal and/or regulatory requirements.
An extended final maturity date (the "Extended Final Maturity Date")
may be specified in the Final Terms of certain Series of Covered Bonds
(the "Extendable Maturity Covered Bonds"). This means that if the
Issuer fails to pay the Final Redemption Amount of the relevant Series on
the Final Maturity Date, then payment of the unpaid amount shall be
automatically deferred and shall become due and payable one (1) year
later on the Extended Final Maturity Date. However, any amount
representing the Final Redemption Amount due and remaining unpaid on
the Final Maturity Date may be paid by the Issuer on any Interest
Payment Date thereafter, up to (and including) the relevant Extended
Final Maturity Date. Interest will continue to accrue on any unpaid
amount during such extended period and be payable on each Interest
Payment Date and on the Extended Final Maturity Date in accordance
with the applicable Conditions.
Issue or amortisation of a Series of Extendable Maturity Covered Bonds
shall not affect the issue or amortisation of any other Series.
Currencies:
Subject to the Hedging Strategy and to compliance with all relevant laws,
regulations and directives, the Covered Bonds may be issued in Euro,
U.S. dollars, Canadian dollars, pounds sterling, Japanese yen, Swiss
francs and, subject to prior Rating Affirmation, in any other currency
agreed between the Issuer and the relevant Dealer(s).
Denomination(s):
The Covered Bonds shall be issued in the Specified Denomination(s) set
out in the relevant Final Terms, save that all French law Covered Bonds
admitted to trading on a Regulated Market shall have a minimum
denomination of 50,000 (or its equivalent in any other currency at the
time of issue) or such higher amount as may be allowed or required from
time to time in relation to the relevant Specified Currency. Dematerialised
Covered Bonds shall be issued in one (1) denomination only.
Status:
The Covered Bonds, and, where applicable, any related Coupons and
Receipts will constitute direct, unconditional, unsubordinated and secured
obligations of the Issuer and will rank pari passu without any preference
among themselves and (subject to certain exceptions) at least pari passu
with all other present or future unsubordinated obligations of the Issuer.
Negative Pledge:
There will be a negative pledge as set out in Condition 5(a).
Issuer Events of
Default:
The terms of the Covered Bonds will contain events of default as set out
in Condition 10.
Issuer Security:
The Bondholders will benefit from certain security interests and
guarantees granted by the Issuer as security for the repayment of all sums
due from time to time under the Covered Bonds, as set out in "The Issuer
Security".
Redemption Amount:
Subject to any laws and regulations applicable from time to time, the
relevant Final Terms will specify the basis for calculating the redemption
amounts payable.
Optional Redemption:
The Final Terms issued in respect of each issue of Covered Bonds will
state whether such Covered Bonds may be redeemed prior to their stated
maturity at the option of the Issuer (either in whole or in part) and/or the
Bondholders and, if so, the terms applicable to such redemption.

8
Redemption by
Instalments:
The Final Terms issued in respect of each Tranche that are redeemable in
two (2) or more instalments will set out the dates on which, and the
amounts in which, such Covered Bonds may be redeemed.
Early Redemption:
Except as provided in "Optional Redemption" above, Covered Bonds will
be redeemable at the option of the Issuer prior to their stated maturity
only for tax reasons (as provided in Condition 7(f)) or illegality (as
provided in Condition 7 (g)).
Withholding Tax:
1. All payments of principal and interest by or on behalf of the Issuer in
respect of the Covered Bonds shall be made free and clear of, and without
withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by or within France or any authority therein or
thereof having power to tax, unless such withholding or deduction is
required by law.
2. Covered Bonds issued on or after 1 March 2010 (except Covered
Bonds that are issued on or after 1 March 2010 and which are to be
assimilated (assimilables for the purpose of French law) and form a single
series with Covered Bonds issued before 1 March 2010 having the benefit
of Article 131 quater of the French General Tax Code) fall under the new
French withholding tax regime pursuant to the French "loi de finances
rectificative pour 2009 n° 3" (no. 2009-1674 dated 30 December 2009)
applicable as from 1 March 2010 (the "Law"). Payments of interest and
other revenues made by the Issuer on such Covered Bonds will not be
subject to the withholding tax set out under Article 125 A III of the
French General Tax Code unless such payments are made outside France
in a non-cooperative State or territory (Etat ou territoire non coopératif)
within the meaning of Article 238-0 A of the French General Tax Code (a
"Non-Cooperative State"). If such payments under the Covered Bonds
are made in a Non-Cooperative State, a 50% withholding tax will be
applicable (subject to certain exceptions described below and the more
favourable provisions of any applicable double tax treaty) by virtue of
Article 125 A III of the French General Tax Code.
Furthermore, interest and other revenues on such Covered Bonds will no
longer be deductible from the Issuer's taxable income, as from the fiscal
years starting on or after 1 January 2011, if they are paid or accrued to
persons established in a Non-Cooperative State or paid in such a Non-
Cooperative State. Under certain conditions, any such non-deductible
interest and other revenues may be recharacterised as constructive
dividends pursuant to Article 109 of the French General Tax Code, in
which case such non-deductible interest and other revenues may be
subject to the withholding tax set out under Article 119 bis of the French
General Tax Code, at a rate of 25% or 50%.
Notwithstanding the foregoing, the Law provides that neither the 50%
withholding tax nor the non-deductibility will apply in respect of a
particular issue of Covered Bonds if the Issuer can prove that the
principal purpose and effect of such issue of Covered Bonds was not that
of allowing the payments of interest or other revenues to be made in a
Non-Cooperative State (the "Exception"). Pursuant to the ruling (rescrit)
no. 2010/11 (FP and FE) of the Direction générale des impôts dated
22 February 2010, an issue of Covered Bonds will benefit from the
Exception without the Issuer having to provide any proof of the purpose
and effect of such issue of Covered Bonds, if such Covered Bonds are:
(i)
offered by means of a public offer within the meaning of
Article L.411-1 of the French Monetary and Financial Code or

9
pursuant to an equivalent offer in a State or territory other than a
Non-Cooperative State. For this purpose, an "equivalent offer"
means any offer requiring the registration or submission of an offer
document by or with a foreign securities market authority; or
(ii) admitted to trading on a regulated market or on a French or foreign
multilateral securities trading system provided that such market or
system is not located in a Non-Cooperative State, and the operation
of such market is carried out by a market operator or an investment
services provider, or by such other similar foreign entity, provided
further that such market operator, investment services provider or
entity is not located in a Non-Cooperative State; or
(iii) admitted, at the time of their issue, to the operations of a central
depositary or of a securities clearing and delivery and payments
systems operator within the meaning of Article L.561-2 of the
French Monetary and Financial Code, or of one or more similar
foreign depositaries or operators provided that such depositary or
operator is not located in a Non-Cooperative State.
3. Interest and other revenues on Covered Bonds that are issued after
1 March 2010 and which are to be assimilated (assimilables for the
purpose of French law) and form a single series with Covered Bonds
issued (or deemed issued) outside France before 1 March 2010 with the
benefit of Article 131 quater of the French General Tax Code will be
exempt from the withholding tax set out under Article 125 A III of the
French General Tax Code.
In addition, interest and other revenues paid by the Issuer on Covered
Bonds issued issued after 1 March 2010 and which are to be assimilated
(assimilables for the purpose of French law) and form a single series with
Covered Bonds issued (or deemed issued) outside France before 1 March
2010 will not be subject to the withholding tax set out in Article 119 bis
of the French General Tax Code solely on account of their being paid in a
Non-Cooperative State or accrued or paid to persons established or
domiciled in a Non-Cooperative State.
Interest Periods and
Interest Rates:
The length of the interest periods for the Covered Bonds and the
applicable interest rate or its method of calculation may differ from time
to time or be constant for any Series. The Covered Bonds may have a
maximum interest rate, a minimum interest rate or both. The use of
interest accrual periods permits the Covered Bonds to bear interest at
different rates in the same interest period. All such information will be set
out in the relevant Final Terms.
Fixed Rate Covered
Bonds:
Fixed interest will be payable in arrears on the date or dates in each year
specified in the relevant Final Terms.
Floating Rate Covered
Bonds:
Floating Rate Covered Bonds will bear interest determined separately for
each Series as follows:
(a)
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., and
as amended and updated as at the Issue Date of the first Tranche of
the Covered Bonds of the relevant Series (the "2000 ISDA
Definitions"); or

10
(b)
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 Definitions 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 Covered Bonds of the relevant Series; or
(c)
on the basis of a reference rate appearing on an agreed screen page
of a commercial quotation service (including, without limitation,
EURIBOR, EONIA, LIBOR, CMS or TEC); or
(d)
on such other basis or benchmark as may be specified in the
applicable Final Terms,
in each case plus or minus any applicable margin, if any, and calculated
and payable as indicated in the applicable Final Terms. Floating Rate
Covered Bonds may also have a maximum rate of interest, a minimum
rate of interest or both.
Zero Coupon Covered
Bonds:
Zero Coupon Covered Bonds may be issued at their nominal amount or at
a discount to it and will not bear interest.
Dual Currency
Payments (whether in respect of principal or interest and whether at
Covered Bonds:
maturity or otherwise) in respect of Dual Currency Covered Bonds will be
made in such currencies, and based on such rates of exchange, as may be
specified in the relevant Final Terms.
Index Linked Covered
Payments of principal or of interest in respect of Index Linked Covered
Bonds:
Bonds will be calculated by reference to such index and/or formula as
may be specified in the relevant Final Terms. Index Linked Covered
Bonds may be issued by the Issuer subject to prior Rating Affirmation.
Other Covered Bonds:
Terms applicable to step-up Covered Bonds, step-down Covered Bonds,
reverse dual currency Covered Bonds, optional dual currency Covered
Bonds, partly paid Covered Bonds and any other type of Covered Bonds
that the Issuer and any Dealer(s) may agree to issue under the Programme
will be set out in the relevant Final Terms.
Redenomination:
French law Covered Bonds issued in the currency of any Member State of
the EU which participates in the third stage (or any further stage) of the
European Monetary Union may be redenominated into Euro, all as more
fully provided in Condition 2(d).
Consolidation:
French law Covered Bonds of one Series may be consolidated with
French law Covered Bonds of another Series as more fully provided in
Condition 16.
Form of Covered
Bonds:
French law Covered Bonds may be issued either in dematerialised form
("Dematerialised Covered Bonds")
or in materialised form
("Materialised Covered Bonds").
Dematerialised Covered Bonds may, at the option of the Issuer, be issued
in bearer form (au porteur) or in registered form (au nominatif) and, in
such latter case, at the option of the relevant holder, in either fully
registered form (au nominatif pur) or administered form (au nominatif
administré). No physical documents of title will be issued in respect of
Dematerialised Covered Bonds.
Materialised Covered Bonds will be in bearer form only. A Temporary
Global Certificate will initially be issued in respect of each Tranche of
Materialised Covered Bonds. Materialised Covered Bonds may only be
issued outside France.