Bond Caixa Geral Depósitos 3.71% ( PTCG2TOM0008 ) in EUR

Issuer Caixa Geral Depósitos
Market price 100 %  ▲ 
Country  Portugal
ISIN code  PTCG2TOM0008 ( in EUR )
Interest rate 3.71% per year ( payment 1 time a year)
Maturity 03/11/2017 - Bond has expired



Prospectus brochure of the bond Caixa Geral de Depositos PTCG2TOM0008 in EUR 3.71%, expired


Minimal amount 1 000 EUR
Total amount 150 000 000 EUR
Detailed description Caixa Geral de Depósitos (CGD) is Portugal's largest state-owned financial institution, offering a wide range of banking and financial services to individuals and businesses both domestically and internationally.

The Bond issued by Caixa Geral Depósitos ( Portugal ) , in EUR, with the ISIN code PTCG2TOM0008, pays a coupon of 3.71% per year.
The coupons are paid 1 time per year and the Bond maturity is 03/11/2017







CAIXA GERAL DE DEPÓSITOS FINANCE
(incorporated with limited liability in the Cayman Islands)
CAIXA GERAL DE DEPÓSITOS, S.A.,
(incorporated with limited liability in Portugal)
acting through its Madeira branch (Sucursal Financeira Exterior)
CAIXA GERAL DE DEPÓSITOS, S.A.,
(incorporated with limited liability in Portugal)
acting through its France branch
CAIXA GERAL DE DEPÓSITOS, S.A.
(incorporated with limited liability in Portugal)
15,000,000,000 Euro Medium Term Note Programme
Guaranteed (in the case of Notes issued by
CAIXA GERAL DE DEPÓSITOS FINANCE) by
CAIXA GERAL DE DEPÓSITOS, S.A.,
acting through its France branch
This document (the "Prospectus") is issued to update, amend and restate, and supersedes, the prospectus of Caixa Geral de Depósitos Finance ("CGDF"), Caixa Geral de Depósitos, S.A., acting
through its Madeira branch ("CGDM"), Caixa Geral de Depósitos, S.A., acting through its France branch ("CGDFB") and Caixa Geral de Depósitos, S.A. ("CGD") dated 20 February 2008. Each of CGD and
CGDF is, in relation to Notes issued by it, an "Issuer" and together, the "Issuers". CGD may also issue Notes through its branches, CGDM or CGDFB.
Under the Euro Medium Term Note Programme described in this Prospectus (the "Programme"), subject to compliance with all relevant laws, regulations and directives, each of the Issuers may from
time to time issue Euro Medium Term Notes guaranteed (in the case of Notes issued by CGDF) by Caixa Geral de Depósitos, S.A., acting through its France branch (in such capacity, the "Guarantor") (the
"Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed 15,000,000,000 (or the equivalent in other currencies).
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 10 July 2005 relating to
prospectuses for securities, for the approval of this Prospectus as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive"). Application has also been made to the
Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg
Stock Exchange's regulated market (the "Market"). An Issuer may request the CSSF to provide competent authorities in host Member States within the European Economic Area (the "EEA") with a certificate of
approval attesting that the Prospectus has been drawn up in accordance with the loi relative aux prospectus pour valeurs mobilières (which implements the Prospectus Directive) into Luxembourg law for the
purposes of submitting an application to admit the Notes to trading on Eurolist by Euronext Lisbon. References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have
been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market, to Eurolist by Euronext Lisbon or such other market as may be specified in the final terms. The
Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, unlisted Notes may be issued pursuant to the
Programme. The relevant Final Terms (as defined in "General Description of the Programme") in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and
admitted to trading on the Market (or any other stock exchange).
Each Series (as defined in "General Description of the Programme") of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a "Temporary Global Note")
or a permanent global note in bearer form (each a "Permanent Global Note" and, together with the Temporary Global Note, "Global Notes"). Interests in a Temporary Global Note will be exchangeable, in whole or
in part, for interests in a Permanent Global Note on or after the date 40 days after the later of the commencement of an offering and the relevant issue date (the "Exchange Date"), upon certification of non-U.S.
beneficial ownership. Notes in registered form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of
one Series. If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("New Global Note" or "NGN") form, the Global Notes will be delivered on or prior to the original issue date
of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Global Notes
which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Certificates will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and
Clearstream, Luxembourg (the "Common Depositary"). The provisions governing the exchange of interests in Global Notes for other Global Notes or definitive Notes are described in "Summary of Provisions
Relating to the Notes while in Global Form". In addition, CGD may issue Notes represented in book entry form (forma escritural) either in bearer (ao portador) or in registered form (nominativas) that will be
integrated in and held through Interbolsa ­ Sociedade Gestora de Sistemas de Liquidaço e de Sistemas Centralizados de Valores Mobiliários, S.A., as management entity of the Portuguese Centralised System,
Central de Valores Mobiliários ("Interbolsa") and either publicly offered in Portugal ("Publicly Offered Book Entry Notes") or not publicly offered ("Non Publicly Offered Book Entry Notes" and together with the
Publicly Offered Book Entry Notes, the "Book Entry Notes").
Notes of each Tranche of each Series to be issued in registered form ("Registered Notes" comprising a "Registered Series") and which are sold in an "offshore transaction" within the meaning of
Regulation S under the U.S. Securities Act of 1933 as amended (the "Securities Act"), will initially be represented by interests in a definitive global unrestricted Registered Certificate (each an "Unrestricted Global
Certificate"), without interest coupons, which will be deposited with a nominee for, and registered in the name of the Common Depositary on its issue date. Beneficial interests in an Unrestricted Global Certificate
will be shown on, and transfers thereof will be effected only through records maintained by, Euroclear or Clearstream, Luxembourg. Notes of each Tranche of each Registered Series sold in the United States to a
qualified institutional buyer within the meaning of Rule 144A under the Securities Act ("Rule 144A"), as referred to in, and subject to the transfer restrictions described in "Subscription and Sale" and "Transfer
Restrictions", will initially be represented by a definitive global restricted Registered Certificate (each a "Restricted Global Certificate" and together with any Unrestricted Global Certificates, the "Global
Certificates"), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC") on its issue date. Beneficial interests in
an Unrestricted Global Certificate and a Restricted Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including depositaries
for Clearstream, Luxembourg and Euroclear. See "Clearing and Settlement". Individual definitive Registered Notes will only be available in certain limited circumstances as described herein.
Tranches of Notes (as defined in "General Description of the Programme") issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, the ratings of Moody's Investors
Service Limited, Standard & Poor's Ratings Service, a division of the McGraw Hill Companies Inc. and Fitch Ratings Ltd will be indicated in the applicable Final Terms and such ratings will not necessarily be the
same as the ratings assigned to the Notes already issued. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. This Prospectus does not describe all of the risks of an investment in the
Notes.
Arranger
Merrill Lynch International
Dealers
BayernLB
BNP PARIBAS
Caixa Geral de Depósitos, S.A.
Caja Madrid
Deutsche Bank
Dresdner Kleinwort
Merrill Lynch International
Mitsubishi UFJ Securities International plc
Morgan Stanley
NATIXIS
Nomura International
The Royal Bank of Scotland
UBS Investment Bank
UniCredit (HVB)
The date of this Prospectus is 2 April 2009


In respect of each Issuer and the Guarantor, this Prospectus comprises a base prospectus for the
purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") and for the purpose of giving
information with regard to the Issuers and the Guarantor and their subsidiaries and affiliates taken as a whole
(each a "Subsidiary" and together with the Issuers and the Guarantor, the "CGD Group" or the "Group") and
the Notes which, according to the particular nature of each Issuer, the Guarantor and the Notes, is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses
and prospects of the relevant Issuer and the Guarantor.
Each of the Issuers and the Guarantor (the "Responsible Persons") accepts responsibility for the
information contained in this Prospectus. To the best of the knowledge of each Issuer and the Guarantor (each
having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is
in accordance with the facts and does not omit anything likely to affect the import of such information.
The Programme provides that Notes may, after notification in accordance with Article 18 of the
Prospectus Directive, be admitted to trading on Eurolist by Euronext Lisbon and/or publicly offered in Portugal.
This Prospectus has been prepared on the basis that, except to the extent the above paragraph applies or
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 Issuer 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 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 final terms, as applicable. Except to the extent sub-paragraph (ii) above may
apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes
in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a
prospectus for such offer.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
No person has been authorised to give any information or to make any representation other than
those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by any Issuer, the
Guarantor, the Arranger (as defined in "General Description of the Programme") or any of the Dealers.
Neither the delivery of this 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 any Issuer or the
Guarantor since the date hereof or the date upon which this Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of any Issuer or of the
Guarantor since the date hereof or the date upon which this 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 Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by each Issuer, the
Guarantor, the Arranger and the Dealers to inform themselves about and to observe any such restriction.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of any Issuer, the
Guarantor, the Arranger or the Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Arranger or the Dealers accept any responsibility
for the contents of this Prospectus or for any other statement, made or purported to be made by the
2


Arranger or a Dealer or on its behalf in connection with any Issuer or Guarantor, or the issue and offering
of the Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in
tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this
Prospectus or any such statement. Neither this Prospectus nor any other financial statements are intended
to provide the basis of any credit or other evaluation and should not be considered as a recommendation
by any of the Issuers, the Guarantor, the Arranger or the Dealers that any recipient of this Prospectus or
any other financial statements should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Prospectus and its purchase of Notes
should be based upon such investigation as it deems necessary. None of the Arranger or the Dealers
undertakes to review the financial condition or affairs of any Issuer or the Guarantor during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the
Notes of any information coming to the attention of the Arranger or any of the Dealers.
In connection with the issue of any Tranche (as defined in "General Description of the
Programme"), the Dealer or Dealers (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 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 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 30 days after the issue date of the relevant Tranche and 60 days after the date of
the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
THE NOTES AND THE GUARANTEE HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY
INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT
TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE
OF BEARER NOTES, DELIVERED 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 NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-
U.S. PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES TO
"QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A. FOR A DESCRIPTION
OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF
NOTES AND DISTRIBUTION OF THIS PROSPECTUS SEE "SUBSCRIPTION AND SALE" AND
"TRANSFER RESTRICTIONS". THIS PROSPECTUS HAS BEEN PREPARED BY THE ISSUERS
FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES AND FOR THE
LISTING OF NOTES ON THE LUXEMBOURG STOCK EXCHANGE.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED
STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING
OF NOTES OR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
NOTICE TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A
REGISTRATION STATEMENT NOR 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 RSA 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
3


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.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"EUR", "Euro" and "euro" are to the lawful currency of the member states of the European Union that
adopt the single currency introduced in accordance with the Treaty establishing the European
Community, as amended, to "U.S.$", "$" and "U.S. dollars" are to United States dollars, to "£", "sterling"
and "pounds sterling" are to the lawful currency of the United Kingdom, to "ZAR" are to the lawful
currency of South Africa, to "MZM" and "metical" are to the lawful currency of Mozambique, "pataca"
are to the lawful currency of the Macau Special Administrative Region in the People's Republic of China
and to "CVE" are to the lawful currency of Cape Verde.
4


TABLE OF CONTENTS
Summary.................................................................. 6
Description of Caixa Geral de Depósitos, S.A.,
Madeira Branch (Sucursal Financeira Exterior). 150
Risk Factors............................................................. 12
Description of Caixa Geral de Depósitos, France
Documents Incorporated by Reference................... 20
Branch................................................................. 151
General Description of the Programme................... 23
The Portuguese Banking System............................. 152
Terms and Conditions of the Notes (other than
Taxation................................................................... 155
Publicly Offered Book Entry Notes)................... 32
Clearing and Settlement.......................................... 175
Summary of Provisions Relating to the Notes Cleared
Through Euroclear of Clearstream while in Global
Subscription and Sale.............................................. 179
Form.................................................................... 62
Transfer Restrictions................................................ 183
Terms and Conditions of the Publicly Offered Book
Form of Final Terms................................................ 184
Entry Notes......................................................... 67
General Information................................................ 197
Book Entry Notes held through Interbolsa.............. 92
Schedule 1............................................................... 199
Use of Proceeds....................................................... 94
Schedule 2 Part A.................................................... 200
Description of the CGD Group................................ 95
Schedule 2 Part B.................................................... 203
Description of Caixa Geral de Depósitos Finance. . 147
5


SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the 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 (an "EEA State"), no civil liability will attach to the Responsible
Person(s) in any such Member State solely on the basis of this summary, including any translation thereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus.
Where a claim relating to the information contained in this Prospectus is brought before a court in an EEA State,
the plaintiff may, under the national legislation of the EEA State where the claim is brought, be required to bear
the costs of translating the Prospectus before the legal proceedings are initiated.
1
The Issuers
Caixa Geral de Depósitos, S.A. ("CGD")
Caixa Geral de Depósitos was created as a state bank by legislative charter in 1876 with the main
functions of collecting and administering legally required or judicially ordered deposits and issuing and
managing government debt. It gradually expanded its operations to become a savings and investment bank. CGD
was transformed into a public capital corporation ("sociedade anónima de capitais exclusivamente públicos") by
Decree-Law no. 287/93 of 20 August 1993, when its name was changed to Caixa Geral de Depósitos, S.A.
Presently it operates as a full service bank and is subject to the legislation applicable to Portuguese financial
institutions. CGD is wholly owned by the Portuguese state.
CGD offers specialised financial services, providing customers with a full service international group.
CGD enjoys an integrated presence in the following areas: investment banking, brokerage services and venture
capital, property, insurance, asset management, specialised credit, e-commerce and cultural activities.
CGD together with its subsidiaries (the "CGD Group") remained the banking sector leader in Portugal in
2007 in terms of segments and key products (Source: Bank of Portugal Monetary and Financial Statistics). This
is evidenced in its market share, notably the individual customer segment, both in terms of deposits and
mortgages.
CGD was classified as the 99th largest banking institution worldwide, by assets, and 128th by
shareholders equity, in 2007 (July 2008 issue of The Banker). In European terms CGD came 61st in terms of
assets and 68th in terms of shareholders' equity (September 2008 issue of The Banker).
Through its network of 1,187 branches (as at 31 December 2007), 377 of which are located outside
Portugal, CGD continues to focus on developing its client base offering banking services to the largest number
of customers in Portugal. The development of cross-selling of group company products through its branch
network continues to be one of the main objectives of the CGD Group.
The CGD Group has expanded into foreign markets, principally in Spain and in markets with historical or
linguistic ties to Portugal. It has presences in Spain, Madeira, the United Kingdom, Switzerland, Luxembourg,
Germany, India, China, Macao, Mozambique, Cape Verde, South Africa, Sao Tome and Principe, Venezuela,
Mexico, the Cayman Islands, the United States, Brazil and Timor.
Caixa Geral de Depósitos Finance ("CGDF")
CGDF, with its head office in the Cayman Islands, was incorporated in 1999 and has an issued share
capital of U.S.$1,000, fully subscribed for and paid up by CGD.
2
Branches of CGD
Caixa Geral de Depósitos, acting through its France branch ("CGDFB")
CGD set up its France branch in 1974. In 2001 the CGD Group completed its restructuring process for its
French operations pursuant to which Banque Franco Portugaise was merged into Caixa Geral de Depósitos and
its assets absorbed by the French branch of CGD. The two institutions were officially merged on 26 October
2003.
CGDFB is mainly focused on the domestic Portuguese and French customer market, as well as on
fostering the development of cross-border transactions between French and Portuguese companies. Historically,
6


it has played an important role in giving Portuguese corporates access to the Euromarket and in raising foreign
exchange funding for medium-sized companies engaged in trade-related activities.
Caixa Geral de Depósitos, acting through its Madeira branch ("CGDM")
CGDM was opened in 1990. Its business developed in close connection with CGD's worldwide network.
The branch's main activities include deposit and investment accounts for Portuguese nationals living abroad and
services for corporates, namely non-resident companies and subsidiaries of Portuguese corporates abroad.
3
Notes to be issued under the Programme
Programme Amount
Up to 15,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate nominal
amount of Notes outstanding at any one time.
Currencies
Subject to compliance with relevant laws, Notes may be issued in any currency agreed between the
relevant Issuer, the Guarantor (where the Issuer is CGDF) and the relevant Dealers (except that Notes held
through Interbolsa can only be issued in euros or such other currencies accepted by Interbolsa for Registration
and clearing).
Form of Notes
The Notes may be issued in bearer form, in bearer form exchangeable for Registered Notes or in
registered form only. Bearer global notes may be issued in NGN or CGN form. Notes issued by CGD will be
issued in dematerialised book entry form (forma escritural) either in bearer (ao portador) or in registered
(nominativas) form.
Fixed Rate Notes
Fixed interest will be payable in arrear on the date or dates in each year specified in the relevant Final
Terms.
Floating Rate Notes
Floating Rate Notes will bear interest determined separately for each Series as follows:
(i)
on the same basis as the floating rate under a notional interest rate swap transaction in the relevant
Specified Currency governed by an agreement incorporating International Swaps and Derivatives
Association definitions or
(ii)
by reference to LIBOR, LIBID, LIMEAN or EURIBOR (or such other benchmark as may be
specified in the relevant Final Terms) as adjusted for any applicable margin.
Interest periods will be specified in the relevant Final Terms.
Zero Coupon Notes
Zero Coupon Notes may be issued at their nominal amount or at a discount to it and will not bear interest.
Dual Currency Notes
Payments in respect of Dual Currency Notes will be made in such currencies, and based on such rates of
exchange as may be specified in the relevant Final Terms (except that Notes held through Interbolsa can only be
issued in euros until such date as Interbolsa accepts for registration and clearing securities denominated in
currencies other than euros).
7


Index Linked Notes
Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index
Linked Interest Notes will be calculated by reference to such index and/or formula as may be specified in the
relevant Final Terms.
Interest Periods and Interest Rates
The length of interest periods and the applicable interest rate may vary from time to time. Notes may have
a maximum or minimum interest rate, or both. The use of interest accrual periods permits the Notes to bear
interest at different rates in the same interest period.
Denominations of Notes
Notes will be issued in such denominations as may be agreed between the relevant Issuer, the Guarantor
(where the Issuer is CGDF) and the relevant Dealer save that in respect of any Notes which are to be admitted to
trading on a regulated market within the European Economic Area 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, the minimum denomination shall be Euro 1,000 (or its equivalent in other currencies).
Unless otherwise permitted, Notes which have a maturity of less than one year and in respect of which the
issue proceeds are to be accepted by the relevant Issuer in the United Kingdom or whose issue would otherwise
constitute a contravention of section 19 of the Financial Securities and Markets Act 2000 will have a minimum
denomination of £100,000. Notes sold in reliance on Rule 144A will be in minimum denominations of U.S.
$100,000 and integral multiples of U.S. $1,000 in excess thereof, in each case subject to compliance with all
legal and/or regulatory requirements must have a minimum redemption amount of £100,000. Any early
redemption of a Subordinated Note will be subject to the prior consent of the Bank of Portugal.
Other Notes
Terms applicable to high interest Notes, low interest Notes, step-up Notes, Step-down Notes, reverse dual
currency Notes, optional dual currency Notes, partly paid Notes and any other type of Note that the relevant
Issuer, the Guarantor (where the Issuer is CGDF), the Trustee (in the case of Notes other than Book Entry Notes)
and any Dealer or Dealers may agree to issue under the Programme will be set out in the relevant Final Terms
and supplement to the Prospectus.
Cash Bonds (obrigações de caixa)
Notes may qualify as cash bonds (obrigações de caixa) under the terms of Decree Law 408/91 of
17 October 1991 (as amended), provided that certain requirements set out therein are met, including that (i) such
Notes have a maturity of not less than two years, (ii) the relevant Issuer is not entitled to acquire such Notes
before two years have elapsed since the relevant Issue Date and (iii) the Noteholders may not choose to redeem
such Notes before one year has elapsed since the relevant Issue Date.
Negative Pledge
Applicable to Senior Notes only. See "Terms and Conditions of the Notes ­ Negative Pledge".
Withholding Tax
All payments of principal and interest in respect of the Notes will be made free and clear of withholding taxes of
the Cayman Islands (in the case of Notes issued by CGDF), the Republic of France ("France") (in the case of
Notes issued by CGDFB) and the Republic of Portugal ("Portugal"), including Madeira, (in the case of Notes
issued by CGD, CGDFB or CGDM) as the case may be, subject to customary exceptions, as described in "Terms
and Conditions of the Notes ­ Taxation" and "Taxation ­ Portugal". At present, payments of interest and other
revenues to be made by CGD and by CGDM directly to non-resident entities of Portugal would be subject to
Portuguese withholding tax at a rate of 20 per cent. or, if applicable, to reduced withholding tax rates of up to 15
per cent., pursuant to tax treaties signed by Portugal, unless in respect of Notes held through Interbolsa and
Notes issued by CGDM, certain procedures and certification requirements are complied with. All payments of
interest and other investment income arising from Notes (in case of Notes issued by CGD) made to individuals
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resident for tax purposes in Portugal will be subject to withholding tax at a rate of 20 per cent. In this case, the
Portuguese resident individual, unless if deriving such income in the capacity of an entrepreneur with organised
accounts, may choose to declare such income in his or her tax return, together with the remaining items of
income derived. If such election is made, the said income will be subject to personal income tax according to the
relevant tax brackets, up to 42 per cent. and the domestic withholding tax will constitute a payment on account
of such final personal income tax liability.
All payments of interest and other investment income arising from Notes (in case of Notes issued by
CGD) paid to legal persons resident for tax purposes in Portugal and to non resident legal persons with a
permanent establishment in Portugal to which the income is attributable are subject to withholding tax at a rate
of 20 per cent. (with the exception of entities that benefit from a waiver of Portuguese withholding tax or from
Portuguese income tax exemptions), which is deemed a payment on account of the final tax due. See "Taxation ­
Portugal".
Status of the Senior Notes
The Senior Notes and the relative Receipts and Coupons (if any) will constitute direct, unconditional,
unsecured and unsubordinated obligations of the relevant Issuer and will rank pari passu among themselves and
with all present and future unsecured (subject as aforesaid) and unsubordinated obligations of the relevant Issuer,
save for those that have been accorded by law preferential rights.
Status of the Subordinated Notes
The Dated Subordinated Notes issued by CGDF, CGD, CGDFB or CGDM and the Receipts and Coupons
(if any) will constitute direct, unsecured and subordinated obligations of CGDF, CGD, CGDFB or, as the case
may be, CGDM, will rank pari passu among themselves and without prejudice to the foregoing, the Dated
Subordinated Notes issued by CGDF, CGD, CGDFB or CGDM and the relative Receipts and Coupons (if any)
will, in the event of the bankruptcy or the winding-up of CGDF, CGD, CGDFB or CGDM, as the case may be
(to the extent permitted by Portuguese law), be subordinated in right of payment in the manner provided in the
Trust Deed relating to the Notes between the Issuers and the Trustee dated 2 April 2009 (the "Trust Deed") or, in
the case of Non Publicly Offered Book Entry Notes, the deed poll given by CGD in favour of the holders of Non
Publicly Offered Book Entry Notes dated 2 April 2009 (the "Instrument") or, in the case of Publicly Offered
Book Entry Notes, as set out in the terms and conditions of the Publicly Offered Book Entry Notes, to the claims
of all unsubordinated creditors of CGDF, CGD, CGDFB or CGDM, as the case may be, including claims of
depositors (in the case of CGD, CGDFB and CGDM) and will rank, in the event of the winding-up of CGDF,
CGD, CGDFB or CGDM, at least pari passu in right of payment with all other Subordinated Indebtedness
present and future of CGDF, CGD, CGDFB or, as the case may be, CGDM.
The Undated Subordinated Notes issued by CGDF, CGD, CGDFB or CGDM and the Coupons and
Talons (if any) will constitute direct, unsecured and subordinated obligations of CGDF, CGD, CGDFB or, as the
case may be, CGDM, will rank pari passu among themselves and without prejudice to the foregoing, the
Undated Subordinated Notes issued by CGDF, CGD, CGDFB or CGDM will, in the event of bankruptcy or the
winding-up of CGDF, CGD, CGDFB or CGDM, as the case may be, (to the extent permitted by Portuguese
law), be subordinated in right of payment in the manner provided in the Trust Deed or, in the case of Non
Publicly Offered Book Entry Notes, the Instrument or, in the case of Publicly Offered Book Entry Notes, as set
out in the terms and conditions of the Publicly Offered Book Entry Notes, to the claims of all Senior Creditors of
CGDF, CGD, CGDFB or CGDM, as the case may be, in accordance with the provisions of the Trust Deed.
Listing and Admission to Trading
Application has been made for the Notes to be admitted to trading on the Market and to be listed on the
Official List of the Luxembourg Stock Exchange. The Programme provides that Notes may also or only be listed
on Eurolist by Euronext Lisbon. A series of Notes may be listed on such stock exchanges as specified in the
relevant Final Terms.
Governing Law
English law, save that Conditions 3(b) and (c) and (d)(ii) and (iii), Clauses 3.2, 3.3 and 6.9.2 to 6.9.8 of
the Trust Deed and Clause 5 of the Instrument as well as the form and transfer of the Notes, the creation of
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security over the Notes and the Interbolsa procedures for the exercise of rights under the Notes, will be governed
by and construed in accordance with Portuguese law. The Publicly Offered Book Entry Notes will be governed
by Portuguese law.
Selling Restrictions
United States, European Economic Area, United Kingdom, the Cayman Islands, France, Portugal, the
Netherlands and Japan. See "Subscription and Sale."
4
Risk Factors
There are certain factors which may affect the Issuers' ability to fulfil their obligations under the Notes
issued under the Programme.
Risks factors relating to CGD's business
As a result of their business activities, the Issuers are exposed to a variety of risks, the most significant of
which are credit risk, market risk, operational risk and liquidity risk. Failure to control these risks may result in a
material adverse effect on the Issuers' financial condition and results of operations.

Economic Activity in Portugal ­ The Issuers' business activities are dependent of the level of
banking, finance and financial services required by its customers.

Credit Risk ­ Risk arising from changes in credit quality and the recoverability of loans and
amounts due from borrowers and counterparties are inherent in a wide range of the Issuers'
businesses.

Market Risk ­ The most significant market risks the Issuers face are interest rate, foreign exchange
and bond and equity price risks.

Operational Risk ­ The Issuers' businesses depend on their ability to process a very large number
of transactions efficiently and accurately and there is the risk of losses due to inadequate or faulty
internal processes, or due to external events.

Infrastructure Risk ­ The Issuers face the risk that their computer or telecommunication systems
may fail. Given the high volume of transactions processed by the Issuers on a daily basis, certain
errors may be repeated or compounded.

Liquidity Risk ­ The inability of the Issuers to anticipate and provide for unforeseen decreases or
changes in funding sources could have consequences on its ability to meet its obligations when
they fall due.

Impact of Regulatory Changes ­ Changes in supervision and regulation, could materially affect the
Issuers' businesses, the products and services offered or the value of their assets.

The Issuers and the Guarantor are subject to capital requirements ­ The Issuers and the Guarantor
are subject to capital adequacy guidelines. The Issuers' or the Guarantor's failure to maintain their
ratios may result in administrative actions or sanctions.
Risk factors relating to the Notes
A wide range of Notes may be issued under the Programme. A number of these Notes may have features
which contain particular risks for potential investors. Set out below is a description of certain of those features:

Notes subject to optional redemption by the Issuer ­ An optional redemption feature is likely to
limit the market value of Notes.

Index Linked Notes and Dual Currency Notes ­ The market price of such Notes may be volatile,
they may receive no interest, the amount of principal payable at redemption may be less than the
nominal of such Notes or even zero, a Relevant Factor may be subject to significant fluctuations
that may not correlate with changes in interest rates, currencies or other indices, if a Relevant
Factor is applied to Notes in conjunction with a multiplier greater than one or which contains some
other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable
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