Bond SNCF Réseau 4.875% ( XS0368361217 ) in EUR

Issuer SNCF Réseau
Market price 100 %  ⇌ 
Country  France
ISIN code  XS0368361217 ( in EUR )
Interest rate 4.875% per year ( payment 1 time a year)
Maturity 12/06/2023 - Bond has expired



Prospectus brochure of the bond SNCF XS0368361217 in EUR 4.875%, expired


Minimal amount /
Total amount /
Detailed description SNCF is the French national railway company, operating passenger and freight services throughout France and internationally.

The SNCF EUR-denominated bond (ISIN: XS0368361217), a 4.875% coupon bond maturing on 12/06/2023, has reached maturity and been repaid at 100% of its face value.









BASE PROSPECTUS
Dated 17 December 2007

SOCIETE NATIONALE DES CHEMINS DE FER FRANÇAIS
12,000,000,000
Euro Medium Term Note Programme
Due from one day from the date of original issue
Under the Euro Medium Term Note Programme (the Programme) described in this Base Prospectus, Société Nationale des Chemins de Fer Français
(the Issuer), subject to compliance with all relevant laws, regulations and directives, may from time to time issue outside the Republic of France Euro
Medium Term Notes (the Notes). The aggregate nominal amount of Notes outstanding will not at any time exceed 12,000,000,000 (or its equivalent
in other currencies) subject to increase as described herein.
This Base Prospectus (the Base Prospectus) supersedes and replaces the base prospectus dated 23 December 2005. Any Notes issued under the
Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein.
Notes will be issued in one or more series (each a Series). Each Series shall be in bearer form or in registered form and may be issued in one or more
tranches (each a Tranche) on different issue dates and on terms otherwise identical (except in relation to the interest commencement dates and
matters related thereto). 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 Base Prospectus to the "relevant Dealer" shall be, in the case of an
issue of Notes being (or intended to be) subscribed by more than one Dealer, to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as a base prospectus. Application has also been made to
the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated
market and to be listed on the Official List of the Luxembourg Stock Exchange.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and
conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out
in a final terms document (the Final Terms) which, with respect to Notes to be listed on the Luxembourg Stock Exchange will be filed with the
CSSF. In relation to Notes listed on the Luxembourg Stock Exchange, this Base Prospectus is valid for a period of one year from the date hereof.
However, unlisted Notes may be issued pursuant to the Programme. The applicable Final Terms in respect of the issue of any Notes will specify
whether or not such Notes will be listed and, if so, the relevant stock exchange(s).
Notes of each Tranche of each Series of Notes in bearer form will initially be represented 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, collectively with any Temporary Global
Note, the Global Notes), each without interest coupons. Global Notes may be deposited (a) in the case of a Tranche intended to be cleared through
Euroclear (as defined below) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg), on the issue date of the relevant Tranche
of each Series with a common depositary on behalf of Euroclear Bank S.A./N.V., (Euroclear) and Clearstream, Luxembourg, (b) in the case of a
Tranche intended to be cleared through Euroclear France and the Intermédiaires financiers habilités, authorised to maintain accounts therein
(together, Euroclear France), on the issue date with Euroclear France, acting as central depositary, and (c) in the case of a Tranche intended to be
cleared through a clearing system other than or in addition to Euroclear, Clearstream, Luxembourg or Euroclear France or delivered outside a clearing
system, as agreed between the Issuer and the relevant Dealer. The provisions governing the exchange of interests in Global Notes for other Global
Notes and definitive Notes are described in "Form of Notes and Transfer Restrictions".
Notes of each Tranche of each Series of Notes 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 one or more global certificates (each an Unrestricted Global Certificate) in fully registered form without interest coupons which will
be (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, deposited with, and registered in the name
of a nominee of, a common depositary for Euroclear and Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through
Euroclear France, deposited with, and registered in the name of, Euroclear France or as otherwise agreed with Euroclear France, which may in each
case be exchangeable under their terms for definitive Registered Notes. Notes of each Tranche of each Registered Series sold to a qualified
institutional buyer within the meaning of Rule 144A under the Securities Act, as referred to in, and subject to the transfer restrictions described in,
"Form of Notes and Transfer Restrictions ­ Registered Notes" and "Subscription and Sale", will initially be represented by one or more global
certificates (each a Restricted Global Certificate and, together with the Unrestricted Global Certificates, Global Certificates) in fully registered
form 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. See "Form of Notes and Transfer Restrictions ­ Registered Notes". Individual definitive Registered Notes will only
be available in certain limited circumstances as described herein.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED,
SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO RULE 144A UNDER THE SECURITIES ACT. FOR CERTAIN
RESTRICTIONS ON TRANSFER OF THE NOTES, SEE "FORM OF NOTES AND TRANSFER RESTRICTIONS".
Arranger for the Programme
ABN AMRO
Dealers
ABN AMRO
BNP PARIBAS
Morgan Stanley
Deutsche Bank
Nomura International
Dresdner Kleinwort
UBS Investment Bank


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This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the Prospectus Directive).
The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that
such is the case) the information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Copies of Final Terms will be available from the office of the Issuer at 45, rue de Londres 75379 Paris
Cedex 08 and the specified office set out below of each of the Paying Agents (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this
Base Prospectus.
The Issuer having made all reasonable enquiries confirms that this document contains or incorporates
all information with respect to the Issuer, the Issuer and its consolidated subsidiaries taken as a whole
(the SNCF Group or the Group) and the Notes that is material in the context of the issue and offering
of the Notes, the statements contained in it relating to the Issuer and the Group are in every material
particular true and accurate and not misleading, the opinions and intentions expressed in this Base
Prospectus with regard to the Issuer and the Group are honestly held, have been reached after
considering all relevant circumstances and are based on reasonable assumptions and to the best of its
knowledge and belief there are no other facts in relation to the Issuer, the Group or the Notes the
omission of which would, in the context of the issue and offering of the Notes, make any statement in
this Base Prospectus misleading in any material respect and all reasonable enquiries have been made
by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements.
The Issuer accepts responsibility accordingly.
No person 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 Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any of the Dealers
or the Arranger (as defined in "Summary of the Programme"). Neither the delivery of this Base
Prospectus nor the offering, sale or delivery of any Notes shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or the Group since the date
hereof or the date upon which this Base Prospectus has been most recently amended or supplemented
or that there has been no adverse change in the financial position of the Issuer or the Group since the
date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as
of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same. The distribution of this Base Prospectus and the offering or sale of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform themselves about
and to observe any such restrictions. The Notes have not been and will not be registered under the
Securities Act and include Notes in bearer form that are subject to U.S. tax law requirements. Subject
to certain exceptions, Notes may not be offered, sold or delivered within the United States or for the
account or benefit of U.S. persons. For a description of certain restrictions on offers and sales of Notes
and on distribution of this Base Prospectus, see "Subscription and Sale".
Prospective purchasers are hereby notified that a seller of the Notes may be relying on the exemption
from the registration requirements of Section 5 of the Securities Act provided by Rule 144A
thereunder (Rule 144A).


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Neither this Base Prospectus nor any other information supplied in connection with the Programme or
the issue of the Notes constitutes an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Notes.
Neither the Dealers nor the Arranger have independently verified the information contained in this
Base Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is
made and no responsibility or liability is accepted by the Arranger or the Dealers as to the accuracy or
completeness of the information contained or incorporated in this Base Prospectus or any other
information provided by the Issuer in connection with the Programme. Neither the Arranger nor any
Dealer accepts any liability in relation to the information contained or incorporated by reference in
this Base Prospectus or any other information provided by the Issuer in connection with the
Programme. Neither this Base Prospectus nor any document incorporated by reference nor any other
financial statements nor any other information supplied in connection with the Programme or any
Notes (a) are intended to provide the basis of any credit or other evaluation and (b) should 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 or any document incorporated by reference
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 conditions and affairs, and its own appraisal of the creditworthiness, of
the Issuer. None of the Dealers or the Arranger undertakes 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 potential investor in the Notes of any information coming to the attention of any of the
Dealers or the Arranger.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Base Prospectus 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 Base Prospectus
may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, unless specifically indicated to the contrary in the applicable Final Terms, no action has
been taken by the Issuer or the Dealers which is intended to permit a public offering of any Notes or
distribution of this Base Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus
nor any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Base Prospectus or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering
and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and
the offer or sale of Notes in the United States, the European Economic Area (including the United
Kingdom, France, Germany and the Netherlands) and Japan. For further information, see
"Subscription and Sale".
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer inthat
Relevant Member State of Notes which are the subject of an offering contemplated in this Base 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


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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.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to ,
EUR and euro are to the lawful currency of the Member States of the European Union (as defined in
Condition 7(e)) that adopt 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 U.S. dollars, US$ and $ are to the lawful currency of the United States of
America and to Sterling and £ are to the lawful currency of the United Kingdom.


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CONTENTS
Page

SUMMARY OF THE PROGRAMME .........................................................................................................8
RISK FACTORS........................................................................................................................................16
OVERVIEW OF THE PROGRAMME.......................................................................................................22
DOCUMENTS INCORPORATED BY REFERENCE ...............................................................................30
TERMS AND CONDITIONS OF THE NOTES.........................................................................................35
USE OF PROCEEDS .................................................................................................................................59
FORM OF NOTES AND TRANSFER RESTRICTIONS ...........................................................................60
SNCF INFORMATION AND RECENT DEVELOPMENTS .....................................................................73
TAXATION ...............................................................................................................................................77
SUBSCRIPTION AND SALE....................................................................................................................81
FORM OF FINAL TERMS - RETAIL .......................................................................................................86
FORM OF FINAL TERMS - WHOLESALE............................................................................................ 102
GENERAL INFORMATION ................................................................................................................... 116



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IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE
ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES.
ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY
STABILISING MANAGER(S) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
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 THE ADEQUACY OF THIS BASE
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 OR AN APPLICATION FOR A LICENCE 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 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.


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AVAILABLE INFORMATION
For as long as any of the Notes remain outstanding and are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act, the Issuer will, during any period in which it is not subject to
Section 13 or 15(d) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act) nor
exempt from reporting pursuant to Rule 12g3-2(b) thereunder, make available, upon request, to any person in
whose name a Global Certificate is registered, to any owner of a beneficial interest in a Global Certificate, to
a prospective purchaser of a Registered Note (as defined below) or beneficial interest therein who is a
qualified institutional buyer within the meaning of Rule 144A designated by any such person or beneficial
owner, or to Deutsche Bank AG, London Branch as fiscal agent (the Fiscal Agent) for delivery to any such
person, beneficial owner or prospective purchaser, as the case may be, in connection with the resale of a
beneficial interest in a Global Certificate by such person or beneficial owner, the information specified in
Rule 144A(d)(4) under the Securities Act. In addition, the Issuer will furnish the Fiscal Agent, the Paying
Agent and the Luxembourg Stock Exchange with copies of its audited annual accounts and unaudited semi-
annual accounts, in each case prepared in accordance with accounting principles generally accepted in the
Republic of France.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of the Republic of France. All 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 the Republic of France upon the Issuer
or such persons, or to enforce judgments against them obtained in courts outside the Republic of
France predicated upon civil liabilities of the Issuer or such directors and officers under laws other
than French law, including any judgment predicated upon United States federal securities laws.


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SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision to invest in
any Notes should be based on a consideration of this Base Prospectus as a whole, including the
documents incorporated by reference. Following the implementation of the relevant provisions of the
Prospectus Directive in each Member State of the European Economic Area no civil liability will
attach to the Responsible Persons in any such Member State in respect of this Summary, including any
translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other
parts of this Base Prospectus. Where a claim relating to information contained in this Base Prospectus
is brought before a court in a Member State of the European Economic Area, the plaintiff may, under
the national legislation of the Member State where the claim is brought, be required to bear the costs
of translating the Base Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Form of Notes and Transfer Restrictions" and "Terms and Conditions of
the Notes" shall have the same meanings in this summary.
Issuer:
Société Nationale des Chemins de Fer Français (SNCF) is a French public entity
of an industrial and commercial character (établissement public industriel et
commercial-EPIC) with autonomous management created under Act N°. 82-1153
dated 30 December 1982 and modified by the Reform Law of 13 February 1997
as Act N°. 97-135. Its duration is unlimited. As from 1 January 1983, SNCF
became the successor of the corporation created pursuant to the Laws of 31
August 1937 and took over the name Société Nationale des Chemins de Fer
Français. The registered office of SNCF is currently at 34, rue du Commandant
Mouchotte, 75014 Paris. The telephone number of SNCF's registered office is
(+33) (0)1 53 25 60 00. SNCF is registered with the Registre du Commerce et des
Sociétés de Paris under the registration number 552 049 447.

The Reform Law modifies Act N°. 82-1153 dated 30 December 1982 (the Act of
1982) which, inter alia, sets out SNCF's objectives. SNCF's current objectives are
to operate railway services over the national railway network and to manage the
railway infrastructure on behalf of Réseau Ferré de France (RFF), each in
accordance with the principles applicable to public services. SNCF is empowered
to carry out all activities directly or indirectly connected with such objectives. The
management of the railway infrastructure involves responsibility for traffic
regulation, the security of the network and the good state of repair and
maintenance of the infrastructure. SNCF may create subsidiaries or take
shareholdings in companies, group or other entities, the purpose of which is
related, or complementary to SNCF's purpose.

SNCF's capital is totally owned by the French State. SNCF has no shares and pays
no dividends.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its obligations
under Notes issued under the Programme. These are set out in the section entitled
"Risk Factors" below. In addition, there are certain factors which are material for
the purpose of assessing the market risks associated with Notes issued under the
Programme (These are set out under "Risk Factors" and include the fact that the
Notes may not be a suitable investment for all investors, certain risks relating to
the structure of particular Series of Notes and certain market risks.).

The Issuer is an EPIC, a State-owned entity wholly owned by the French State
which operates activities of public interest. It means that the French State is


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ultimately responsible for the solvency of SNCF pursuant to Act N°.80-539 dated
16 July 1980 (the Act of 1980) on the execution of judgments regarding public
entities. In the event that an EPIC defaults, the Act of 1980 assigns responsibility
to the relevant supervisory authority (which in the case of SNCF is the French
State itself) which must either enjoin the EPIC to create the necessary resources to
pay the sums for which it is held liable by court order or provide the EPIC with
these resources. Moreover, court-ordered reorganisation and liquidation
proceedings do not apply to EPICs (Articles L 620-2, L 631-2 and L 640-2 of the
Code de Commerce replacing Article 2 of the Act dated 25 January 1985).

It means also that the Issuer is obliged to maintain certain activities which may
have a negative impact on its results as they are not always profitable.
Changes in legislation, government regulation or policy may have a material
impact on the Issuer.
The Issuer is exposed to other legislative, regulatory or political developments
producing social instability or legal uncertainty which could affect the demands
for the Issuer's products and services and have an adverse effect on the Issuer.
The Issuer will have to confront changes at the European and national level,
which will intensify competition.
Since 31 March 2006, the French domestic rail freight market has been opened to
competition.
On 21 June 2007, the positions of the European Commission, Parliament and
Council were aligned as part of the third "Railway Package", thus opening up
international passenger traffic and cabotage exclusively as of 1 January 2010. The
opening of domestic services will only take place under a fourth "Railway
Package" the planning of which is very unclear at the moment.
Downgrading of the Republic of France or of the Issuer
Any downgrading of the Republic of France or any reduction in its direct or
indirect ownership of the Issuer (even if it is not discussed or expected in the short
or medium term) and any downgrading of the Issuer may adversely affect the
marketability of the Notes issued under this programme in the secondary market.
Description:
Euro Medium Term Note Programme (the Programme).
Arranger:
ABN AMRO Bank N.V.
Dealers:
ABN AMRO Bank N.V.

BNP Paribas

Deutsche Bank AG, London Branch

Dresdner Bank Aktiengesellschaft

Morgan Stanley & Co. International plc

Nomura International plc

UBS Limited

The Issuer may from time to time terminate the appointment of any dealer under
the Programme or appoint additional dealers either in respect of one or more
Tranches or in respect of the whole Programme. References in this Base


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Prospectus to Permanent Dealers are to the persons listed above as Dealers and
to such additional persons that are appointed as dealers in respect of the whole
Programme (and whose appointment has not been terminated) and references to
Dealers are to all Permanent Dealers and all persons appointed as a dealer in
respect of one or more Tranches.
Fiscal Agent and
Deutsche Bank AG, London Branch.
Principal Paying Agent:
Paying Agent:
Deutsche Bank Luxembourg S.A.
Registrar:
Deutsche Bank Trust Company Americas.
Transfer Agents:
Deutsche Bank AG, London Branch, Deutsche Bank Luxembourg S.A. and
Deutsche Bank Trust Company Americas.
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") including the following restriction applicable at the date
of this Base Prospectus.

Notes having 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 purpose 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".
Programme Size:
Up to 12,000,000,000 (or its equivalent in other currencies at the date of issue)
aggregate nominal amount of Notes outstanding at any one time. The Issuer may
increase the amount of the Programme in accordance with the terms of the
Amended and Restated Dealer Agreement dated l 2007 (as further amended or
supplemented as at the date of issue of the Notes (the Issue Date) between the
Issuer, the Arranger and the Dealers (the Dealer Agreement).
Method of Issue:
The Notes will be issued in one or more Series having one or more issue dates and
on terms otherwise identical (or identical other than in respect of the first payment
of interest), the Notes of each Series being intended to be interchangeable with all
other Notes of that Series. Each Series may be issued in Tranches on the same or
different issue dates with no minimum issue size. Further Notes may be issued as
part of an existing Series. The specific terms of each Tranche (which will be
supplemented, where necessary, with supplemental terms and conditions and, save
in respect of the issue date, issue price, first payment of interest and nominal
amount of the Tranche, will be identical to the terms of other Tranches of the
same Series) will be set out in a final terms supplement to this Base Prospectus
(the Final Terms).
Distribution:
Notes may be distributed by way of private or public placement and in each case
on a syndicated or non-syndicated basis.


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